Thesis (D. Min.)--Western Seminary, Portland, OR, 2001. / Abstract. Includes bibliographical references (leaves 241-246).

Corporate governance of Thailand has been developed and reformed, particularly after 1997 Asian financial crisis. However, problems regarding director’s responsibilities are still entrenched in company law and corporate practices. The challenges of Thai corporate governance on director’s responsibilities are found in the areas of director’s accountability and minority shareholders protection. Legal provisions on director’s fiduciary duties and director’s duty of care and skill are unable to regulate director’s misbehaviors. Directors are not fully aware of their proper responsibilities to the company. They tend to act for their own interest or interest of their group, the controlling shareholders. In addition, legal enforcement on director’s responsibilities is not effective in practice. Shareholders litigation or other actions against directors who are in breach of their duties is rare, though there is derivative action provided as remedy for minority shareholders. In finding solutions for those problems, all relevant aspects should be brought into consideration. Corporate governance on director’s responsibilities is related to law, business and ethics. Director’s responsibilities are matters concerning human conducts, actions, behaviors as well as practices. They are related to ethics of each company director and ethics of the board members as a whole. In addition to legal and business aspects, ethical aspect should also be considered in the reform of corporate governance on director’s responsibilities of Thailand. This thesis is the study of Thai corporate governance on director’s responsibilities and ethics in order to find appropriate ethical theory where good corporate governance principles will be built on. Among relevant ethical theories i.e. utilitarianism, Kantian ethics, virtue ethics and contractualism, virtue ethics of Aristotle is the most appropriate ethical theory to be applied to corporate governance on director’s responsibilities of Thailand. It is suitable for the nature of corporate governance on director’s responsibilities, the conditions underlying its problems, and the understanding and practices of people in Thai society. Virtues and means of virtue ethics should be applied as complements to fiduciary principles for enhancing director’s accountability. The doctrine of mean of virtue ethics should be applied as complement to derivative action for enforceability and effectiveness of minority shareholders protection. In this regard, some related regulations and codes of best practices will be prescribed by adopting appropriate virtues or means, and the relevant regulators i.e. the Securities and Exchange Commission (the SEC) and the Stock Exchange of Thailand (the SET) will be given authority to interpret and apply such regulations and codes of best practices on a case by case basis. / published_or_final_version / Law / Master / Doctor of Legal Studies

Director interlocks have concerned shareholders, the public and legislators since the early 1900’s. In 1914 the Clayton Act prohibited interlocking directorates among competing corporations in the USA. Research has been performed since the 1930’s covering stock exchanges around the world, however very little information was available concerning director interlocks in South Africa. This paper analysed interlocking directorships of the Top 40 companies listed on the Johannesburg Stock Exchange using key metrics as per Newman and Conyon’s Small World theory, comparing the results to research on Italian, French, German, UK and US companies performed in 2008 by Santella, Drago, Polo and Gagliardi. South Africa was found to be closest to Italy, between the low density models (UK and US) and the significantly higher density models (Germany and France), suggesting that rather than just the two camps, there is a continuum currently reflected as the UK, US, South Africa, Italy, France and Germany. The presence of directors with multiple directorships and having significant influence in the network suggests systemic collusion is possible. Analysis performed on the composition of JSE boards showed that many of the King III Code requirements (presence of Non-Executive Directors, split of Chairman from Chief Executive amongst others) are met while some, such as the annual rotation of one third of directors and the independence of directors is problematic. There is still much that can be learned through enhancing the research coverage to provide a factual basis for understanding the impact of legislation and governance codes on the South African network, as well as to perform holistic research covering the combined network formed by board on exchanges across the globe. / Thesis (MBA)-University of KwaZulu-Natal, Durban, 2012.

Agency theory proposes that the role of the board of directors is to control management (Fama & Jensen 1983). A structurally independent board, one with a high percentage of non-executive directors and a chairperson who is not the CEO, has been used as a proxy for the control role. Therefore, agency theory predicts a positive relationship between independent board structure and firm performance. These predictions have not been confirmed by meta-analytic reviews (Dalton, Daily, Ellstrand, & Johnson 1998; Rhoades, Rechner, & Sundaramurthy 2000). This thesis applies structural contingency theory to provide an alternative explanation for the relationship between board structure and firm performance. Structural contingency theory (Donaldson 2001) proposes that the relationship between an organization???s structure and its performance is moderated by contingencies. In this study the contingency is the salience of the board???s control role. I argue that structural independence of the board has a beneficial effect on performance only if it is in fit with control salience. For example, a firm with an independently structured board that gives high prominence to the control role will perform well. On the other hand, another firm with a less independently structured board that does not see its main role as controlling management will also prosper. Survey data were analyzed to measure the control salience for 98 Australian listed companies. Archival data provided measures of board structure and firm performance. Consistent with the meta-analytic reviews, there was no association between independent board structure and firm performance. There was some evidence that high control salience resulted in high performance, but this effect was evident chiefly when performance was measured by total shareholder returns. This may indicate that the share market was responding to the symbolism of high control salience. In contrast to the symbolic main effect of control salience, the fit between the control salience and the independent structure of the board caused increased return on equity. This reflects the board???s objective effect on profit when its structure is in fit with control salience.

Thesis (DBA)--Macquarie University, Graduate School of Management, 2008. / Bibliography: p. 275-289. / Company directors have been in existence for more than four hundred years. In the past, they were considered to be a necessary part of corporate existence, and were usually appointed to a board by the CEO or chairman. However, they were usually mates from the 'boys club' and gained their position from whom they knew, and not from what they were capable of contributing. The appointment of independent directors became more normal, as shareholders looked for a way to wrest control back from management. But what independent directors really do and why they are there is not widely understood. A review of the literature relative to independent directors has identified a gap in the knowledge. This gap is the role of the independent director when considered from a commercial aspect; that is, those who observe or write about independent directors. --This thesis has attempted to generate a theory of the role of the independent director through a review of the literature and a subsequent series of interviews. Grounded theory was the chosen methodology for analysing the data and formulating a theory of the role because it allows the researcher to ground the theory in the data instead of establishing a hypothesis and testing it. --The resulting theory is more complex than it first appears. It was found that the primary role of the independent director is to improve the performance of the board and the company. This role is impacted by a number of factors, the two most influential being the information that is available to the independent directors, and the position of the company. This second factor is defined as the size of the company, where it is in its life cycle, and whether it is experiencing any significant change. --These findings enable a number of recommendations to be made to improve policy and practice, recognising the impact of information and company position on the ability of independent directors to contribute positively. It also raises several areas of further study to continue to refine the understanding of the role of the independent nonexecutive director in Australia. These include, among others, investigating the role from other viewpoints such as the board chair or company secretary, or researching the link between company position and information available to independent directors. / Mode of access: World Wide Web. / xiii, 303 p. ill

Thesis (doctoral)--Göttingen Universität, 2007. / Includes bibliographical references and index.

Thesis (M. Com.)--University of Canterbury, 2008. / Typescript (photocopy). Includes bibliographical references (leaves 102-104). Also available via the World Wide Web.

Mémoire (M.P.M.O.)--Université du Québec à Chicoutimi, 1990. / Document électronique également accessible en format PDF. CaQCU

Thesis (D. Min.)--Western Seminary, Portland, OR, 2001. / Abstract. Includes bibliographical references (leaves 241-246).

Thesis (D. Min.)--Western Seminary, Portland, OR, 2001. / Abstract. Includes bibliographical references (leaves 241-246).