My master thesis deals with the position of members of the board of directors in a joint-stock company. The focus of this thesis is to deliver a complete overview of information on members of the board of directors of a joint-stock company and other aspects related to the performance of this function. The entire thesis is divided into six chapters, where the first chapter deals with the board of directors and its role in a company. Followed by a chapter on a sole fuctioning of a member of the board of directors. Subsequently the thesis deals with the agreement on performance, which steadily continues in the definition of rights and duties of members of the board of directors. Significant part of this work is dedicated to the sphere of action of the board of directors and the responsibility of its members.

No abstract available / Dissertation (LLM)--University of Pretoria, 2013. / Mercantile Law / unrestricted

The Swedish corporate law scholars have long debated whether there is something similar to the American business judgment rule (BJR) in the Swedish Companies Act (SCA). Recently, the discourse shifted to claim that the BJR exists in Swedish case law and should be introduced in the SCA in the form of a statute. However, the Swedish corporate law scholars have not investigated in much detail whether the BJR should be introduced in the SCA. An eagerness to introduce the BJR might seem bewildering due to the corporate scandals at the beginning of this century and the global financial crisis of 2008–2009. These events left corporate law scholars and those in the business community with the pressing question of whether the board of directors is sufficiently accountable, and the BJR appears to do the very opposite. In view of the foregoing, this thesis examines whether the BJR should be introduced in the SCA. This examination enables a comparative analysis of the liability rules of the board of directors in Sweden and Delaware, which is the dominant source of state corporate law in the United States. This thesis also steps outside traditional legal sources and considers other disciplines such as moral and political philosophy, sociology, and the methodology of law and economics.   This thesis finds that the BJR does not balance the values of the authority of the board of directors and the need to hold it accountable for its decisions and actions in an appropriate manner because it allows the value of authority to completely dominate. An appropriate balance between these values of authority and accountability requires that none of the values be so preeminent that any of them completely dominate. The BJR is made more critical because the Delaware courts apply it generously in favor of the board of directors and adopt an inveterate attitude in cases raising duty of care, thus, weakening the duty of care as a viable and meaningful accountability mechanism. Given these findings, this thesis concludes that the Swedish legislator should only consider introducing the BJR in the SCA if it is articulated in a different way. Alternatively, if it is given a dual function to protect both the authority of the board of directors and the need to hold it accountable for its decisions and actions. The justifications behind the BJR do not change the conclusion because they do not fully defend the existence of the BJR and the dominance of the value of authority. This thesis also considers the benefits of introducing the BJR in the SCA, but they also do not change the overall conclusion.  Instead, the conclusion is strengthened by the fact that a no liability rule can emerge when the BJR is combined with other protective devices in the SCA in the same way as it does in Delaware if the BJR is not modified or given a dual function. The no liability rule appears to deter the threat of legal liability as an effective accountability mechanism, which cannot be defended by either social norms or market forces.

Considering the recent corporate scandals over the past couple years – VBS Mutual Bank, McKinsey & Trillian, Steinhoff, EOH and possibly Tongaat Hulett to name but a few – many shareholders may seek to hold the directors and management of such entities personally liable for their involvement or negligence. Especially where their actions were tantamount to fraud, they benefited in some way and or as a result the company, and possibly the shareholders, suffered damages. This is especially true when a company as consequence is liquidated and cannot institute action on its behalf. It is submitted that directors are rarely held personally liable for failing to fulfill their duties, let alone liable to the shareholders. The risk of failing to monitor internal controls or business risks, and to hold those acting on behalf of the company responsible and accountable for their actions, is dangerous due to the significant effect that such failure could have on the economy, for example the economic collapse with respect to the recent Steinhoff debacle. Whereas the earlier Companies Act 61 of 1973 did not necessarily ‘spell out’ directors’ duties in detail, the Companies 71 of 2008 comprehensibly records their statutory and common law duties. To this extent the board is held accountable and can ensure proper governance in the company’s internal affairs. Shareholders expect management to maximise the value of a company for the benefit of the shareholders and to act in their best interest. In achieving this, directors are required to act in the best interests of the company. However, directors may use their elevated position for their own personal gain and self-interests. Thus, in which circumstances will courts pierce the corporate veil, stepping aside from a company’s unique legal personality, to impute liability to the wrongdoers lurking behind? The relationship between directors, a company and its shareholders is a fiduciary one which imposes certain duties upon directors. However, it is well established in law that directors’ duties are owed to the company itself. Thus, considering common and statutory law, on what legal basis would shareholders be able to bring a claim against directors for the loss or damage they suffered due to an act of the directors? Considering the above, this paper seeks to explore directors’ liability to shareholders within South Africa’s common and statutory law, bearing in mind entrenched legal principles, such as the argument that fiduciary duties are duties owed to the company and not to individual shareholders; and that as a result only the company can impose liability on its directors. / Mini Dissertation (LLM (Corporate Law))--University of Pretoria, 2019. / Mercantile Law / LLM (Corporate Law) / Unrestricted

The purposes of this descriptive survey research study were (a) to describe novice band directors' perceptions of the importance of skills/knowledge used n effective music teaching, (b) to describe novice band directors' perception of the difficulty of acquiring each skill or knowledge component, (c) to compare novice band directors' perceptions of the importance and difficulty of the skills/knowledge used in their classrooms, (d) to describe ways that novice band directors perceived university coursework as helpful in acquiring teaching skills/knowledge, and (e) to describe improvements to university coursework that novice band directors perceived could help future band directors. The personal skills/knowledge category (M = 4.64) was rated highest for importance, followed by the teaching (M = 4.60) and musical (M = 4.29) categories. Additionally, participants rated the personal skills/knowledge category (M = 3.57) as the easiest to acquire, followed by musical (M = 3.14), and teaching (M = 3.09) categories. There was a statistically significant difference between teaching importance ratings and teaching acquisition ratings, with the teaching importance category rated higher by participants. Participants perceived secondary instrument instruction, teaching experiences, core music curriculum, and practical skills/knowledge as positive aspects of university coursework. Finally, secondary instrument instruction, field experiences, non-instructional aspects of teaching, and musical pedagogy were reported by participants as areas for possible improvement.

This thesis explores board nationality diversity, focusing on foreign non-executive directors and their relationship with CEO compensation, firm performance, and crash risk for a sample of UK firms from 2002 to 2015. First, we examine the changes in board composition over the years and find an increase in foreign non-executive directors and in the number of foreign CEOs managing UK firms. We discover boards have become smaller, more independent and CEOs occupying dual roles have considerably reduced. Next, we analyse the relationship between foreign non executive directors and CEO compensation and note that firms with more foreign non executive directors pay less to their CEO. Moreover, European and other international non-executive directors are particularly effective at limiting CEO compensation. Then we examine the impact of foreign non-executive directors on firm performance and show that foreign non-executive directors positively impact firm value. CEO and executive directors’ equity-like compensation and share ownership also positively influences firm performance. Our findings suggest that European and American non executive directors are more effective in improving corporate performance. Finally, we analyse the relationship between foreign non-executive directors, CEO compensation and crash risk. Foreign non-executive directors monitor the board and mitigate the impact of CEO equity-linked pay on stock price crash risk. Our analysis reveals that leverage increases crash risk, but that foreign non-executive directors, of high leverage firms lower crash risk. Overall, foreign non-executive directors serve as effective monitors and advisors to moderate executive pay, improve firm performance and reduce stock price crash risk.

Background: The existing body of research on corporate governance has thoroughly investigated the function of external directors in large, publicly traded companies, predominantly from the perspective of agency theory. Nevertheless, research on non-executive directors in SMEs, especially in countries other than the U.S is relatively few. As SMEs encounter unique difficulties as a result of their informal ownership arrangements and reduced legal obligations in comparison to publicly traded firms, it provides an opportunity for further analysis.  Purpose: The purpose of this thesis is to explore the influence of contingency factors on external directors. Further, the purpose is to explain the self-perception of external directors’ roles, and therefore be able to scrutinize and validate if external directors perceive to engage in similar roles as identified in the public context.  Method: This study adopts a epistemological positivist stance along with a deductive approach to quantitatively explore and explain how external directors' perceptions of their board role are contingent on certain factors. A survey is used to collect data, where the data is analyzed by employing Spearman correlation and multiple linear regression.  Conclusion: The findings of this thesis suggests that that external directors’ perception of the control, strategic and the combinatory multi-perspective role is affected by ownership, number of external directors in the board, business life cycle and size of firm that could explain variances in the support for these roles. The thesis also found support for both agency theory and RDT, however, the study did not found support for the contingencies developed to explore external directors service role.

Thesis (Ph. D.)--UCLA, 2009. / Vita. Includes bibliographical references (leaves 345-355).

No description available.

Thesis (MComm)--Stellenbosch University, 2015. / ENGLISH ABSTRACT: For the past few decades the remuneration of directors has been in the spotlight, especially in view of the corporate scandals that occurred around the turn of the 20th century. Generally, managers need to manage firms in such a way that shareholders’ value is maximised. Unfortunately, shareholders of firms and the general public have the perception that directors are over-compensated, and that there is no relationship between the remuneration of directors and the financial performance of the firms to enhance shareholders’ value. A lack of transparency, inadequate disclosure by firms and remuneration committees’ conflict of interest are reasons cited for these perceptions. Although South Africa is ranked as a global leader in terms of its corporate governance practices, many firms still do not adhere to the King reports’ principles. This research study investigated whether a relationship exists between the remuneration of directors and the financial performance of firms. The firms selected for the study included both listed and delisted firms from the Industrial Sector of the Johannesburg Stock Exchange (JSE) for the time period 2002 until 2010. Ninety-three firms complied with the requirements to be included in the study. All these firms had effective remuneration strategies in place to promote financial performance and growth of the firms. Secondary data were collected for the nine consecutive years of the study period, representing a period prior to substantial changes in accounting and disclosure regulation that influenced the comparability of financial reporting of the firms. It is important to note that directors’ remuneration is not the only motivating factor for firm performance, but one of many. Directors’ remuneration and incentives should be optimally utilised to increase performance and growth in the firms, and it should not merely be a case of directors being overcompensated for services rendered. In order to operationalize directors’ remuneration, it was converted and subcategorised into four variables. These dependent variables for directors’ remuneration consisted of basic salary, bonuses (performance), gains on share purchases or share options and what was termed as “other” remuneration. “Other” remuneration included pension, medical, motor, and telephone allowances. To measure the financial performance of the firms, the following market and accounting measures were employed: turnover, earnings per share (EPS), total share return (TSR) and market value added (MVA). Analysing these variables’ data by means of selected descriptive statistical measures and inferential regression analysis, it appeared that the data were significantly skewed, but that financial performance of the firms was a strong determinant of the change in directors’ remuneration. Additional regression analyses were performed to investigate whether a lagged relationship existed between the dependent variable, namely directors’ remuneration, and the independent variables, as reflected by the various financial performance measures. Results from these regression analyses strengthened the findings of the study to show that a relationship existed between directors’ remuneration and the financial performance of the firms investigated. / AFRIKAANSE OPSOMMING: Direkteursvergoeding trek vir die afgelope paar dekades gereeld aandag, veral weens die korporatiewe skandale wat aan die lig gekom het rondom ongeveer die eeuwisseling. Normaalweg stel firmas direkteure aan om aandeelhouerswelvaart te verhoog. Daar bestaan ongelukkig ʼn opvatting onder talle aandeelhouers asook die algemene publiek dat direkteure oorbetaal word, en dat daar geen verwantskap bestaan tussen direkteursvergoeding en die finansiële prestasie van firmas om aandeelhouerswelvaart te verhoog nie. Redes wat aangevoer word vir hierdie sienings sluit in die tekort aan deursigtigheid, onvoldoende openbaarmaking deur firmas en vergoedingskomitees se botsende belange. Alhoewel Suid-Afrika geklassifiseer word as ’n wêreldleier op die gebied van korporatiewe bestuur, is daar steeds firmas wat nie voldoen aan die beginsels van die King-verslae nie. Hierdie navorsingstudie ondersoek die moontlike verwantskap tussen direkteursvergoeding en die finansiële prestasie van firmas. Die geselekteerde firmas vir die studie was genoteerde en voorheen-genoteerde firmas in die nywerheidsektor op die Johannesburgse Aandelebeurs (JSE), vir die periode 2002 tot en met 2010. Drie-en-negentig firmas het voldoen aan die vereistes om ingesluit te word in die steekproef van die studie. Al die geselekteerde firmas het doeltreffende vergoedingstrategieë in plek gehad om finansiële prestasie en groei in die firmas aan te spoor. Sekondêre data is vir die nege agtereenvolgende jare van die studie ingesamel. Veranderinge in regulasies voor en na die studieperiode het dit moeilik gemaak om periodes buite hierdie tydgleuf vir vergelykingsdoeleindes in te sluit. Dit is belangrik om daarop te let dat direkteursvergoeding nie die enigste faktor is wat ʼn firma se finansiële prestasie kan beïnvloed nie, maar slegs een van vele. In die lig hiervan, moet direkteursvergoeding en ander aansporingsmaatstawwe optimaal gebruik word om finansiële prestasie in firmas aan te moedig. Om ʼn duideliker skets rakende direkteursvergoeding te verkry, is vergoeding onderverdeel in vier sub-kategorieë veranderlikes. Die afhanklike veranderlikes van direkteursvergoeding is soos volg geklassifiseer: basiese salaris, bonusse (prestasie), opbrengste uit aandeelaankope en aandeleopsies en ʼn laaste kategorie wat as “ander” vergoeding geklassifiseer is. Hierdie “ander” vergoedingskomponent het grootliks bestaan uit pensioen- en mediese bydraes asook motor-, en telefoonvoordele. Ten einde die onafhanklike veranderlike, naamlik die finansiële prestasie van firmas, te meet, is die volgende mark- en rekeningkundige maatstawwe gebruik: omset, verdienste per aandeel (VPA), markwaarde toevoeging (MWT) en aandeelopbrengs. Met die ontleding van al die veranderlikes het beskrywende statistiek en inferensiële regressietoetse aangedui dat die data ʼn merkbare skewe verspreiding het, maar dat finansiële prestasie in die firmas ʼn beduidende faktor was wanneer direkteursvergoeding aangepas is. Bykomende regressietoetse is gedoen om te ondersoek of daar vertragingstydperke was tussen die afhanklike veranderlike, naamlik direkteursvergoeding, en die onafhanklike veranderlike, finansiële prestasie van firmas. Hierdie toetse het die studie se bevindinge bevestig dat daar inderdaad ʼn verwantskap bestaan tussen direkteursvergoeding en die finansiële prestasie van firmas.