No description available.

This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors’ monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors. Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances. Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation’s shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.

This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors’ monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors. Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances. Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation’s shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.

No description available.

The master's thesis deals with the characteristics of a limited liability company in the Czech Republic and Germany. It focuses primarily on the issues of establishment and incorporation of the company and looks for and comments the possible differences in the legislation of the both countries. The thesis is divided into thematic units to be synoptic, where within each unit characterizes in the first instance the Czech legislation, thereafter German legislation and then subsequently are the both legislations compared. The aim of the thesis is to familiarize the readers with the basic differences in the both legislations.

Existe, en la literatura académica del área de gestión, una controversia acerca de cómo los rasgos o características de autopercepción / autoestima elevada (inclusive con tendencias narcisistas) de los altos directivos afecta positiva o negativamente en las organizaciones. Por tanto, cabe hacerse la pregunta: ¿cuáles son los efectos de la autopercepción del CEO en las organizaciones? El presente Substantial Research Paper (SRP) tiene como objetivo principal analizar cuáles son los efectos de la autopercepción del CEO en las organizaciones. Para lo cual, esta investigación se realizó bajo la selección de artículos académicos que poseen alto factor de impacto (FI) y están publicados en revistas indexadas. Como consecuencia del análisis de los artículos, se ha desarrollado una breve descripción de los conceptos relacionados a la percepción de los CEO, así como las principales teorías relacionadas como marco de referencia del conocimiento. Asimismo, se describe cómo han evolucionado los indicadores de medición del narcisismo en el management. Finalmente, se exponen los efectos positivos y negativos que generan contar con un CEO con autopercepción elevada o tendencia narcisista en las organizaciones, en la búsqueda de exponer la controversia identificada sobre la existencia de posiciones encontradas por diferentes autores en esta materia. / There is a controversy in the academic literature of the Management area about how the traits or characteristics of self-perception / high self-esteem (even with narcissistic tendencies) of senior managers positively or negatively affect organizations. Therefore, it is worth asking the question: What are the effects of the CEO’s self-perception in organizations? The present Substantial Research Paper (SRP) has as its main objective to analyze what are the effects of the CEO's self-perception in organizations. For which, this research was carried out under the selection of academic articles that have a high impact factor (FI) and are published in indexed journals. As a result of the analysis of the articles, a brief description of the concepts related to the perception of CEOs has been developed, as well as the main theories related as a frame of reference for knowledge. Likewise, it describes how the indicators for measuring narcissism in Management have evolved. Finally, the positive and negative effects generated by having a CEO with high self-perception or a narcissistic tendency in organizations are exposed, in the search to expose the controversy identified about the existence of positions found by different authors in this matter. / Trabajo de Suficiencia Profesional

No description available.

Structural changes in the knowledge economy have greatly affected the way business is conducted and the processes firms create value. The financial reporting system is inadequate as a result of such changes, and disclosure of intellectual capital (IC) information has gained importance for communicating with capital markets. Empirical research documents corporate governance (CG) factors influencing IC disclosure practices, as well as demonstrates the value-relevance and predictive power of IC information. The disclosure of IC information by listed firms is a topic that has attracted considerable attention from contemporary researchers, but scant empirical evidence exists. Much of the researchers has examined CG as a key determinant of IC (and nonfinancial) disclosure; in contrast, few provides evidence for explaining their controversial findings of board independence on disclosure. In addition, a lack of studies confirms the literature about the use of IC information by capital market participants. Therefore, this thesis aims to examine disclosure of IC information in relation to outside directors, auditors, and sell-side analysts respectively. The specific objectives of this thesis are to examine whether outside directors’ expertise is a determinant of IC disclosure; and the extent to which the disclosure of IC information impacts on audit effort and analysts’ forecasts. In order to address these research objectives, a content analysis of IC disclosure (a self-constructed index of 64 coded items) in strategic reports released by FTST 350 companies is used. The content analysis captures and measures IC disclosure by category (i.e., human, structural & relational capital), notion (i.e., static vs. dynamic), and connection (i.e., across categories vs. with strategies). Using multivariate regression models that were primarily developed upon information asymmetry arguments and agency theory, the specific objectives of this thesis are addressed in three empirical chapters. The findings in Chapter 3 showed that proportion of outside directors (NEDs) with cross-directorship, nonaccounting and academia expertise has a positive association with IC disclosures, whereas board independence itself has no effect on the disclosures. The findings indicates that the monitoring role of NEDs alone is inadequate in promoting IC disclosure. Rather, it supports the importance of the dual role (i.e., monitor and advisory) of a supervisory board. The results also respond to the UK CG Code in their recommendation that the combination of skills, experience and knowledge guarantees a sound information environment to the market. Nonetheless, findings raised a further concern about the quantity of IC disclosures when companies have more NEDs with accounting expertise. On whether and how disclosure of IC information impacts on audit effort, Chapter 4 found that firms with high levels of IC disclosure in the previous year pay more audit fees (proxied for audit effort) in the current year regardless of their earnings quality conditions. It was also found that firms greatly disclosing dynamic IC information are charged more than those of focusing on static IC disclosure. In addition, findings in Chapter 5 revealed that there is a negative relation between IC disclosure and analyst forecast errors, indicating that UK sell-side analysts appreciate the disclosure of IC information and thus confirming that IC information has predictive ability of explaining a firm’s future value. It was further identified that disclosed IC information absorbs the negative effect of concentrated executive ownership and opaque financial environment. Overall, the results of this thesis suggest that IC reporting process could be improved by having sufficient outside directors with certain types of expertise on the board. In doing so, improved IC disclosure helps to reduce information asymmetry (proxied by analyst forecast accuracy) between firms and outside investors, albeit firms bear a significant increase in audit fees. This study calls for guidelines for IC disclosure in the UK and the support of assurance services to enhance credibility of firm-provided IC information in a bid to promote the communication of IC information with the capital market.

Confronté, dans les entreprises de grande taille, à l’impossibilité d’exercer lui-même la totalité de ses pouvoirs, le chef d’entreprise est conduit à en déléguer à des préposés. Cette transmission du pouvoir participe de l’organisation de l’entreprise. La délégation de pouvoir en constitue le vecteur le plus pertinent. La flexibilité de son régime incite à y recourir dans l’entreprise voire dans le périmètre d’un groupe. Le transfert de pouvoir a pour corollaire un transfert de responsabilité, y compris, sous certaines conditions, de responsabilité à la charge du délégataire.La délégation de pouvoir s’impose aujourd’hui comme un des outils privilégiés d’organisation de l’entreprise d’autant qu’elle permet, face à la forte pénalisation des relations de travail, une répartition des risques entre ses acteurs. Elle permet au chef d’entreprise, destinataire de multiples obligations légales, d’opérer une déconcentration du pouvoir et de la responsabilité qui l’accompagne en confiant à des salariés dotés des compétences requises la réalisation de tâches qu’il n’est pas, en pratique, en mesure d’assumer. Son action y gagne en efficacité, dans l’intérêt de tous. / Faced with the impossibility of exercising his or her full powers in a large company, the executive director has to delegate some these to his or her subordinates. Transmission of power therefore becomes part of the organisation of the company and constitutes the most pertinent vector of said organisation. The flexibility of its regime is an incentive to use delegation in the company or even in the scope of the corporate group. The transfer of responsibility becomes a corollary of the transfer of power, including, under certain conditions, the transfer of responsability borne by the delegator. Delegation of power has become one of the preferred tools in the organisation of a company as it also allows for the distribution of risks amongst its actors in the face of the current strong penalisation of work relations. It allows the executive director, the bearer of multiple legal obligations, to carry out a deconcentration of power and stemming from that, of responsibility, by giving employees possessing the required skills the tasks that he or she isn’t, in practice, able to undertake. His or her action increases efficiency in the interest of all.

The aim of this thesis is to give an interpretation on the responsibility and liability of the statutory bodies of the company, as the statutory body presents a series of rights and obligations, the omission or improper performance can have on society and individuals far-reaching consequences. The thesis contains an analysis of the Act No. 418/2011 Coll. the criminal liability of legal persons and proceedings against them, defining the type of criminal liability of legal persons in Europe and comparison of Czech and Slovak legislation. At the conclusion are included proposals de lege designed law relating to the provisions of Act No. 418/2011 Coll.