Thesis (DBA)--Macquarie University, Graduate School of Management, 2008. / Bibliography: p. 275-289.

Thesis (M.Law)--University of Alberta, 2009. / A thesis submitted to the Faculty of Graduate Studies and Research in partial fulfillment of the requirements for the degree of Master of Laws, Faculty of Law, University of Alberta. "Fall 2009." Title from pdf file main screen (viewed on August 26, 2009). Includes bibliographical references.

Using human capital theory and social capital theory, I develop a model to explain the circumstances surrounding outside director appointments, patterns of outside board affiliations and outside director exits. I investigate why individuals become outside directors, why they continue to serve as directors after appointment, and why they terminate their service on boards. I find that an executive's home firm career and prestigious affiliations predict the likelihood and patterns of outside directorship service. Outside directors are critical to effective corporate governance, and to understand the board-governance process we need a better understanding of outside director service.

Using human capital theory and social capital theory, I develop a model to explain the circumstances surrounding outside director appointments, patterns of outside board affiliations and outside director exits. I investigate why individuals become outside directors, why they continue to serve as directors after appointment, and why they terminate their service on boards. I find that an executive's home firm career and prestigious affiliations predict the likelihood and patterns of outside directorship service. Outside directors are critical to effective corporate governance, and to understand the board-governance process we need a better understanding of outside director service.

Thesis (Ph. D.) University of Missouri-Columbia, 2006. / The entire dissertation/thesis text is included in the research.pdf file; the official abstract appears in the short.pdf file (which also appears in the research.pdf); a non-technical general description, or public abstract, appears in the public.pdf file. Title from title screen of research.pdf file (viewed on August 1, 2007) Includes bibliographical references.

As China has become one of the largest economic entities in the world, many studies focus on corporate governance in China. In 2001, the China Securities Regulatory Commission (CSRC) transplanted the outside director mechanism from the United States and the United Kingdom. CSRC hoped that outside directors could play a control role to monitor the behaviours of controlling shareholders, protecting the interests of minority shareholders. However, since it was established, the Chinese outside director mechanism has played an unsatisfactory control role because they are not truly independent of the controlling shareholders. In contrast, many Chinese outside directors use their Guanxi connections (a particular kind of social connections in China) to play a resource acquisition role very well. Based on the theories of the firm, the resource dependence theory, studies of Guanxi and the path dependence theory, this thesis finds that when Chinese outside directors use their Guanxi connections to play their resource acquisition role, their independence and fiduciary duties required by CSRC is compromised.

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 (Ph.D.)--Hong Kong University of Science and Technology, 2007. / Includes bibliographical references. Also available in electronic version.

Following the growing emphasis on the monitoring role of independent directors in the board of directors in the stock exchanges of Western developed countries, companies listed on the Hong Kong Stock Exchange are required to appoint independent non-executive directors (INEDs) representing at least one-third of their boards under the Listing Rules. Unlike those Western developed capital markets where listed companies are widely held, most listed companies in Hong Kong are controlled and managed by families. This means realistically, INEDs of those family-controlled listed companies can only be appointed to the boards with the support from the controlling owners. Under such circumstances, the INEDs' ability to monitor the performance of the management of those companies independently is put in doubt. This thesis intends to conduct a qualitative study using phenomenological approach to explore and understand the role and effectiveness of INEDs in family-controlled listed companies in Hong Kong based on the INEDs' lived experiences. The study is the first of its kind in the Hong Kong corporate governance research arena, as research studies on corporate boards and directors have often adopted a quantitative approach, using only publicly available archival data without in-depth discussions with the subjects on their real experience and views on their jobs. Accordingly, issues related to directors in family-controlled listed companies that require in-depth discussions with these directors are impossible to be addressed by such research approach. Through semi-structured interviews with INEDs of companies listed in Hong Kong, this thesis has contributed to the existing knowledge and literature in the research on INEDs and corporate governance in family businesses and provide useful hints and ideas to practitioners, listed companies, investors, regulators and policy-makers.

<p>This study examines whether directors appointed after a Chief Executive Officer (CEO) assumed office (“co-opted” directors) affect corporate voluntary disclosure. I find evidence that firms issue management earnings forecasts less frequently when directors are co-opted. These results hold even when these directors are considered independent by regulatory definitions. Cross-sectional tests indicate that my results are stronger when firms disclose bad news, provide higher pay to co-opted directors, CEOs have greater ability to withhold disclosure, and co-opt directors early in the CEO’s tenure. I use NASDAQ/NYSE listing requirements as an exogenous shock to board co-option and find that director co-option has a causal link to less voluntary disclosure. I further show that the effect was robust to the effect of CEOs’ disclosure preferences and experience inside the firm. This study suggests that boards that appear independent using the conventional measures may fail to elicit adequate voluntary disclosure to monitor managers. </p>