Thesis (PhD)--Macquarie University. Macquarie Graduate School of Management. / Bibliography: p. 286-324. / The contribution of this thesis is to present a framework to analyse firms controlled by more than one board. The literature survey of Chapter 2 revealed that there is little recognition of this phenomenon and no accepted way to investigate firms governed by multiple control centres described as a "compound board". The framework is developed in Chapter 3. The historical emergence of compound boards is outlined in Chapter 4 with examples of their architecture described in Chapters 5 and 6. Chapter 7 shows how the framework provides insights not available from other theories of the firm and how selfyes governance can be furthered by utilising contrary human attributes of competition/co-operation, trust/suspicion and self-interest/altruism. / The framework is described as transaction byte analysis (TBA) as it is based on the limited and inconsistent ability of humans to transact units of information described as "bytes". TBA identifies cybernetic principles and strategies that can mitigate human limitations in processing bytes. These provide organisational design criteria for firms to obtain operating advantages. As information is a common element in varies theories of the firm, TBA relates and subsumes them while allowing any type of organisation to be analysed. / Propositions are presented in Chapter 7 for illustrating how TBA provides insights into explaining: (i) why non-trivial employee owned industrial firms have more than one board; (ii) why self-regulation and self-governance of non-trivial firms cannot be assured without a compound board; (iii) how compound boards can simplify the role, knowledge, duties and liabilities of directors; (iv) the competitive advantages of appropriate compound boards in relation to unitary control systems; (v) how to compare and evaluate the relative advantages and disadvantages of firms with different ownership and control structures; (vi) how to compare the relative efficacy of hierarchical and non-hierarchical firms be they in the private or public sector. / Mode of access: World Wide Web. / x, 324 p. ill

This thesis comprises three research essays. The study documents empirical evidence around the research themes by analysing a sample of the UK’s listed non-financial firms from 2005 to 2018. It applied panel data analysis (fixed or random effects) techniques and the potential endogeneity issue is controlled by using the two-step system, GMM. Earnings-management research holds that manipulating a firm's real activities is more damaging to its long-term growth and value than accruals manipulation. Therefore, by building on agency theory and emphasising board monitoring, first essay investigates the role of independent directors’ tenure and connection to several boards in controlling real earnings management (REM). This study finds that independent directors elected to board before appointment of current CEO are negatively associated with the level of REM. Furthermore, this research provides evidence that REM is higher in those firms whose INDs are connected to several boards at a time. Though economically insignificant in most of the models, this research also shows that the association between INDs’ tenure and REM varies with the phases of their tenure. Directors in the early stage of their tenure are observed as being less effective in controlling REM. However, as INDs’ tenure grows, they employ better oversight over management's conduct, thereby reducing REM. Contrary to this, the extended tenure of INDs is associated with higher REM. These results collectively suggest that the board monitoring role protects the stakes of shareholders/stakeholders by constraining REM; when INDs are free from the influence of CEO, they are not over-committed due to their presence on several boards, and they have moderate board tenure which is neither too short nor too long. Furthermore, drawing on collective contributions and group performance perspectives, second essay explores the role of board diversity in the firm’s R&D investment decisions. Additionally, building on a fault-line argument about a team's demographic attributes, the current research decomposes the impact of demographic and cognitive diversity on R&D spending. The research observes a positive relationship between board diversity and the level of R&D spending. Moreover, this research documents that cognitive diversity is positively associated with R&D investment. However, demographic diversity has an insignificant relationship with firms’ spending on R&D projects. Further, this study confirms that demographic diversity negatively moderates the relationship between cognitive diversity and R&D investment. These results suggest that the board's attributes as a group carry the significance to influence the decisions having strategic importance. The findings on the sub-dimensions of board diversity imply that board functional/cognitive diversity is more relevant to corporate decisions and outcomes than is demographic diversity. Based on the monitoring perspective (agency theory) and resource provision view (resource dependency theory), third essay investigates the role of independent directors’ specific attributes in the corporate propensity to R&D investment. The study documents a positive association between INDs’ moderate (median) tenure and the firm’s spending on R&D projects, but early and extended tenure is observed as being insignificant. INDs with a presence on three or fewer boards are observed to promote R&D investment. However, INDs sitting on more than three boards negatively affect the firm’s propensity to invest in R&D initiatives. Financially expert INDs are negatively associated with corporate R&D investments, suggesting that such directors may resist funding these projects beyond optimal risk level because of their expertise. These results suggest that INDs’ monitoring and advising competence improves as they spend time on the firm’s board, but that extended tenure is counterproductive as it impairs INDs’ impartiality. Furthermore, INDs’ capital (resources) accruing from connection to multiple boards is only beneficial for the firm’s strategic decisions if their monitoring role is not compromised because of their over-commitment (busyness). / Mirpur University of Science and Technology (MUST)