This dissertation is a series of study on CEO turnover, succession, and compensation, which consists of three essays. In essay 1, I investigate how the Sarbanes-Oxley Act (SOX) affects CEO tenure and the characteristics of CEO turnover. I do not find a significant relation between financial reporting and CEO turnover even though SOX enforces accurate financial reporting and personal responsibilities. However, I find SOX affects CEO turnover via the changes to corporate boards. I provide some evidence supporting the idea that intensified monitoring significantly reduces CEO tenure. Specifically, I find SOX significantly affects the relation between CEO tenure and the independence of the board. I find that the likelihood of forced CEO turnover is higher in the post-SOX period. I also document that intensified monitoring increases the likelihood of forced turnover, specifically, I find CEO power concentration, institutional ownership, negative news, and shareholder governance proposals significantly affect the odds of forced turnover. I also provide some evidence supporting the hypothesis that firm performance is inversely related to forced CEO turnover. I document that the average number of audit committee meetings significantly increased in the post-SOX period, and the interaction between the number of audit committee meetings and firm performance significantly increase the likelihood of forced CEO turnover. Overall, the results support the notion that SOX affects boards' decisions on CEO turnover. I do not find that the proportion of outside directors significantly affects the odds ratio of forced turnover, indicating outside dominated boards may not be effective in removing CEOs. Managerial discretion defines the working environment of a manager and could potentially affect a board's choice of a successor CEO. In essay 2, I hypothesize that boards tend to appoint younger (older) CEOs in firms with high (low) managerial discretion. I further propose that the relation between managerial discretion and successor CEO age may be moderated by the age of board members, the origin of the successor, and the successor's designated heir status. Using a sample of 629 successions occurring between 1994 and 2005, I find empirical evidence that supports my first hypothesis for the total sample and the sample of successions with voluntary turnover. Board age, successor origin, and the successor's designated heir status do not moderate the results for the total sample. However, I find that board member age and designated heir status moderate the relation between managerial discretion and CEO age following forced turnover. Following voluntary turnover, successor origin and designated heir status moderate the result. The above mentioned three board and CEO characteristics may either strengthen or weaken the link between managerial discretion and CEO age depending on how the incumbent CEO leaves the CEO position. In addition, several other factors also statistically affect boards' decisions regarding CEO age, including governance, CEO board tenure, and titles held by the successor. In essay 3, I examine the role of managerial discretion in setting CEO pay at succession. Using a sample of 656 successions from 1994-2005, I provide evidence that a successor CEO's pay level is positively and significantly associated with the level of managerial discretion. However, outside succession moderates the link between managerial discretion and pay level. I further find that the moderating effect of a successor's origin is contingent upon the bargaining power of the board of directors for the total and forced turnover samples. As for the pay structure of a successor, the results of the total sample and forced turnover subsample provide evidence that managerial discretion positively relates to the proportion of risk-based pay and outside succession has a moderating effect on this relation; and the moderating effect depends on the board bargaining power. As for the voluntary turnover sample, the pay structure of the new CEO is mainly determined by the pay structure of the predecessor, firm performance, and the board bargaining power. This study enriches existing research on managerial discretion and succession by linking CEO bargaining power at succession with the theory of managerial discretion.

Submitted by Diogo Azevedo Barros (diogoab2207@gmail.com) on 2011-06-06T18:41:33Z No. of bitstreams: 1 Dissertacao_Diogo_Barros.pdf: 961401 bytes, checksum: 925c0dfded593b520a184ca86719136f (MD5) / Approved for entry into archive by Vitor Souza(vitor.souza@fgv.br) on 2011-06-06T18:49:00Z (GMT) No. of bitstreams: 1 Dissertacao_Diogo_Barros.pdf: 961401 bytes, checksum: 925c0dfded593b520a184ca86719136f (MD5) / Made available in DSpace on 2011-07-19T17:10:44Z (GMT). No. of bitstreams: 1 Dissertacao_Diogo_Barros.pdf: 961401 bytes, checksum: 925c0dfded593b520a184ca86719136f (MD5) Previous issue date: 2011-05-31 / This paper analyzes the impact of Sarbanes-Oxley on the return of the ADRs of Brazilian companies listed in the United States. For the present study we used an initial sample of 96 Brazilian companies in a daily data window during 2002. / Este trabalho analisa o impacto da lei Sarbanes-Oxley sobre o retorno dos ADRs das empresas brasileiras listadas nos Estados Unidos. Para o estudo em questão foi utilizada uma amostra inicial de 96 empresas brasileiras em uma janela de dados diários durante o ano de 2002.

M.Com. (Computer Auditing) / In the wake of the economic catastrophes and corporate disgraces such as Enron, WorldCom, Parmalat, and other corporations at the turn of the 21st Century, the United States Senate adopted the Corporate and Auditing Accountability, Responsibility and Transparency Act, which became known as the Sarbanes-Oxley Act of 2002 (hereafter the SOX Act). The concluding bill, the Sarbanes-Oxley Act of 2002, was accepted and approved by the United States Senate on July 25, 2002. The primary motive of the SOX Act is to safeguard shareholders of public corporations by improving, cultivating and ultimately ensuring the reliability and accuracy of corporate disclosure of financial and non-financial information. More than a decade later, many corporations have enhanced their compliance capabilities and competencies, having learned from prior experience and/or earlier SOX fiascos. The envisioned benefits of the SOX Act were to provide the charter and contextual information needed to implement, monitor and review operational and financial processes, reinforce internal controls, and enhance corporate financial reporting. Since the SOX Act forces corporations to conform and comply, the question is; whether SOX compliance can essentially benefit the company’s everyday business as it affects virtually every line of work with the unequivocal purpose of reinstating public confidence in the disclosures included in annual financial statements. The study focuses on how to approach the rudimentary SOX compliance checklist and possibly transform it into an actual value added service for stakeholders and furthermore, how to leverage off the knowledge garnered through complying with the SOX Act – ultimately creating a more effective and resourceful corporation in all financial spheres. By aligning the SOX compliance process with the actual improvement of internal controls, financial processes and ultimately financial reporting, an unprejudiced ambition to identify and manage “real world” risks can be achieved. Ultimately, to comply with the SOX Act might not be an option for public corporations; however, being SOX compliant doesn’t have to be without substantial benefit to a corporation, Senior Executive Management and eventually and ultimately the shareholders.

No description available.

V práci se jedná o roli interního auditu v organizacích a zvlášť v českém bankovnictví, o rozvoji interního auditu. Jednou z kapitol je právní a písemná úprava interního auditu; stručný popis zákonů a Standardů, kterými se praxe interního auditu řídí. Značnou části je podrobný rozbor činnosti následujících institucí: finančního arbitra ČR, bankovního ombudsmana České spořitelny, bankovního ombudsmana Komerční banky. Práce také zahrnuje průzkumy trhu, které byly uskutečněné společnostmi Ernst&Young a PricewaterhouseCoopers.

The thesis analyzes moral hazard in corporate governance and brings in actual theoretical knowledge on the topic. It examines four examples of the companies which went bankrupt due to moral hazard of their top management: Enron, WorldCom, Parmalat and IPB. All case studies are assessed in accordance with OECD Principles of Corporate Governance. At the end of the thesis, there are mentioned impacts on legislature and suggestions of possible solutions.

The thesis is focused on state interventions and regulation on field of stock exchanges. On special examples I show for and against argumentation of real precautions. I repeal the questions of public konvenience of these precautions. In the first part of the thesis I begin with historical genesis of exchange especially in our area including the origin -- private or state. The first part continue with theoretical functions of stock exchange and its fulfilment in case of The Stock Exchange in Prague. In the second part I present dilemma of squeeze-out or expropriation of minority shareholders.There will be arguments of proposers, opponents and also neutral arbiter representing by The Constitutional Court of the Czech Republic. In the third part of the thesis I present an example of foreign regulation. It is Sarbanes-Oxley Act with its impact on different entities. In conclusion I propose some changes and I want to give a support to discussion about state admission to regulation of stock markets.

The work deals with ethic porblems of audit profession and their violations. It focus on the definition of the ethical rules in the normative sources. It analyzes accounting scandals in the U.S. at the turn of the 20th and 21 century and their impact. Finally, it discusses the Sarbanes-Oxley Act of 2002, as an main effect of these scandals.

The thesis deals with the issue of fraudulent conduct, detection, investigation and prevention. The first part defines the most common types of fraudulent schemes, including detailed specifications, warning signals and measures to avoid them. Also describes the role and importance of forensic investigation. The second part analyzes the typical offender and the efficiency of detection of fraudulent conduct. The work is completed by tables and graphs that are supported by actual cases of fraud in the Czech Republic and the USA. The third part describes the impact of the Sarbanes-Oxley Act to improve investors protection and prevention in the fight against fraud on the U.S. capital markets.

The thesis aims to raise the knowledge about operation of Sarbanes-Oxley Act and its effective application. The thesis describes historical background and arguments for its creation. It presents each section of the law with a focus on the internal control section. The thesis characterizes recommended methodes of successful application of the SOX Act. The main factors of effective control environment are discussed on the example of the COSO control framemork along with a description of the testing. Then, the thesis examines the impact of the law on external audit. Next chapter clarifies progression of the law followed with an analysis of the impact on the economy and companies. High-quality internal control system has positively influenced accuracy and reliability of the financial statements and has also improved investor´s confidence and reduced likelihood of a fraud. For effective application of the SOX Act it is crucial to understand internal processes and clearly determine the internal control objectives.