Thesis (doctoral)--Universität Heidelberg, 1939. / Includes bibliographical references (p. 59-61).

Thesis (doctoral)--Johann Wolfgang Goethe-Universität zu Frankfurt am Main.

Thesis (doctoral)--Universität Heidelberg.

Thesis (doctoral)--Universität Erlangen.

Thesis (doctoral)--Universität Erlangen, 1928. / Includes bibliographical references (p. iv-vi).

M.Com. (Business Management) / Please refer to full text for abstract

This thesis is comprised of three essays dealing with outside directors. The first essay addresses the signaling role that outside directors play. This is a role that is especially important for entrepreneurial firms, and has been relatively neglected in corporate governance research. The primary contribution of this chapter is in developing an analytical model and predictive framework on which future empirical and analytical research on directors' signaling role can be based. This chapter also contributes to the signaling theory literature by deriving a new type of equilibrium — the "stochastic separating equilibrium" — which may well be applicable in a broader set of models that incorporate signaling through middlemen. This equilibrium has an important realistic feature in that it permits the coexistence of both high and low quality firms in equilibrium. In the second study, I address directors' monitoring role. This essay examines whether a systematic relationship exists between a board's composition and discrete strategic decisions of a firm, which have been addressed in the literature as involving potential conflicting interests between managers and shareholders. To explore this question, I conducted seven meta-analyses of relevant strategic decisions, on which I could obtain data. The results provide evidence for the presence of systematic relationships between a board's composition and five out of the seven strategies examined. Interestingly, these systematic relationships provide only limited support to the predictions of agency theory, which is the predominant rational behind this line of research. In the third essay, I examine the effects of outside directors' stock-based compensation on one indicator of board monitoring effectiveness: firms' research and development (R&D) intensity. The results suggest that both the percentage of stock-based compensation and the proportion of stock options within it are positively related to firms' R & D expenditures. Moreover, stock-based compensation moderates the relationship between board composition and R & D intensity. These results highlight the need to reevaluate previous findings that addressed the effects of board composition on both firm performance and firm strategic decisions.

This thesis is comprised of three essays dealing with outside directors. The first essay addresses the signaling role that outside directors play. This is a role that is especially important for entrepreneurial firms, and has been relatively neglected in corporate governance research. The primary contribution of this chapter is in developing an analytical model and predictive framework on which future empirical and analytical research on directors' signaling role can be based. This chapter also contributes to the signaling theory literature by deriving a new type of equilibrium — the "stochastic separating equilibrium" — which may well be applicable in a broader set of models that incorporate signaling through middlemen. This equilibrium has an important realistic feature in that it permits the coexistence of both high and low quality firms in equilibrium. In the second study, I address directors' monitoring role. This essay examines whether a systematic relationship exists between a board's composition and discrete strategic decisions of a firm, which have been addressed in the literature as involving potential conflicting interests between managers and shareholders. To explore this question, I conducted seven meta-analyses of relevant strategic decisions, on which I could obtain data. The results provide evidence for the presence of systematic relationships between a board's composition and five out of the seven strategies examined. Interestingly, these systematic relationships provide only limited support to the predictions of agency theory, which is the predominant rational behind this line of research. In the third essay, I examine the effects of outside directors' stock-based compensation on one indicator of board monitoring effectiveness: firms' research and development (R&D) intensity. The results suggest that both the percentage of stock-based compensation and the proportion of stock options within it are positively related to firms' R & D expenditures. Moreover, stock-based compensation moderates the relationship between board composition and R & D intensity. These results highlight the need to reevaluate previous findings that addressed the effects of board composition on both firm performance and firm strategic decisions. / Business, Sauder School of / Accounting, Division of / Graduate

No description available.

The traditional model of corporate governance is comprised of three main players: the board of directors, the management, and the shareholders who own of the corporation. This model has received a wave of criticism. The two most important complaints were that the directors had little to do with the day-to-day business of the corporation, and in their decision making the interests of the shareholders were not being taken into account. This situation has led to the creation of what has been called the "expectation gap" which is defined as the gap which exists between the shareholder's expectation, and the performance and actions of the board of directors. / To reduce this gap, the corporate governance actors have called for an increase in the independence of the board. / The purpose of this study is to give advisors to the French government a comparative understanding of the way that corporate governance in general, and in particular, the way the issue of the independence of the board has been dealt within the United States, the United Kingdom, and Canada. (Abstract shortened by UMI.)