Submitted by Joana Azevedo (joanad@id.uff.br) on 2017-06-30T13:36:21Z No. of bitstreams: 1 Dissert ALINE DE CARVALHO MEIRA.pdf: 3247332 bytes, checksum: d18a76c1a55780d100636e9520f129dc (MD5) / Approved for entry into archive by Biblioteca da Escola de Engenharia (bee@ndc.uff.br) on 2017-07-10T16:30:29Z (GMT) No. of bitstreams: 1 Dissert ALINE DE CARVALHO MEIRA.pdf: 3247332 bytes, checksum: d18a76c1a55780d100636e9520f129dc (MD5) / Made available in DSpace on 2017-07-10T16:30:29Z (GMT). No. of bitstreams: 1 Dissert ALINE DE CARVALHO MEIRA.pdf: 3247332 bytes, checksum: d18a76c1a55780d100636e9520f129dc (MD5) Previous issue date: 2016-06-17 / Nas duas últimas décadas, as organizações brasileiras passaram por transformações intensas na esfera econômica que alteraram a configuração do espaço democrático da sociedade como um todo. Ao mesmo tempo, a nova geopolítica das nações que se configura no século XXI, agravada por sucessivas crises econômicas e mudanças de cenários dos negócios, aumenta o nível de exigências do mercado e dos stakeholders quanto à adequação do modelo de governança corporativa das empresas a estas novas circunstâncias. Um exemplo disso é a implementação da Lei nº 12.353, de 28 de dezembro de 2010, que dispõe sobre a participação de empregados ativos nos conselhos de administração das empresas públicas e de economia mista e suas subsidiárias e controladas. Este novo mecanismo representa um avanço na governança das empresas estatais e de economia mista, na medida em que em que aprimora os processos de discussão e tomada de decisão. Diante deste cenário, este estudo tentará buscar o elo de significados que une a presença de um representante dos empregados no Conselho de Administração da Petrobras, a legitimação do poder representativo do trabalhador, face às transformações do capital e do trabalho, ao longo do último século, as mudanças nos espaços organizacionais e as exigências crescentes do mercado quanto ao aprimoramento dos mecanismos de governança e do papel dos conselhos de administração das empresas. A Petrobras passa por um processo de revisão de suas perspectivas futuras, com a redefinição de sua estrutura e reorganização do modelo de governança e gestão que abrange todas as áreas. De um lado, a companhia mantém o compromisso de expandir os projetos do pré-sal com competitividade e eficiência, frente às mudanças do mercado internacional de óleo e gás. De outro, busca realizar esforços de aprimorar sua governança e garantir maior transparência ao negócio. Neste sentido, o estudo busca responder de forma empírica à questão-chave da pesquisa: “A inclusão do assento para o representante dos empregados em conselhos de administração, especificamente no caso da Petrobras, contribui para a construção de um novo modelo de governança corporativa?”. O estudo de caso irá abordar os pleitos eleitorais realizados na Petrobras no período entre janeiro de 2012 e janeiro de 2016. / In the last two decades, Brazilian organizations have undergone sweeping changes in the economic sphere that changed the configuration of the democratic space of the society as a whole. At the same time, the new geopolitics of nations in the twenty-first century, exacerbated by continuing economic crises and changing business environment, increases the level of requirements from both the market and the stakeholders on the adequacy of the corporate governance model of the companies, under the new circumstances. An example of this is the implementation of Law no. 12,353 of December 28 2010, which regulates the participation of active employees in the boards of public companies and public-private companies, and theirs subsidiaries. This new mechanism is a step forward in the governance of state-owned or state-controlled enterprises as it greatly enhances the debate and the decision-making process. In this scenario, this study aims at exploring the links uniting the presence of an employee representative on the Board of Directors of Petrobras, the legitimacy of the representative power of the worker, given the transformations of capital and labor over the last century, the changes in organizational spaces and the increasing demand from the market for an improvement of corporate governance mechanisms and the discussion of the role of executive boards. Petrobras is undergoing a process of reviewing its future prospects with the redefinition of its structure and reorganization of the both corporate governance and organizational management models comprising all departments. On the one side, the company is committed to expand its pre-salt projects with competitiveness and efficiency despite recent changes in the international oil and gas market. On the other, it works to improve their corporate governance and ensure greater transparency to its business practices. In this respect, the study seeks to answer empirically the key issue of the research: "The inclusion of a seat for the representative of the employees in the board of directors, specifically in the case of Petrobras, contributes to the construction of a new corporate governance model?". The case study will address the voting process for an employee's representative in the executive board in Petrobras from January 2012 to January 2016.

Este trabalho tem como objetivo testar quais são as características dos Conselhos de Administração de 20 bancos, com capital aberto, no Brasil, no período compreendido entre os anos de 2007 a 2013, bem como detectar a influência das mesmas sobre a Rentabilidade do Ativo (ROA), Rentabilidade do Patrimônio Líquido (ROE) e a Razão Valor de Mercado (RVM). Para alcançar esses objetivos foram levantadas características relevantes que envolvem os Conselhos de Administração (CA) dos bancos, apoiando-se nas recomendações do Comitê de Basileia sobre o que se exige da estrutura desses Conselhos como instrumento de governança. Além das instruções do Comitê, outros artigos científicos, envolvendo dados dos CA e sua provável influência sobre a rentabilidade, foram referenciados. Após o levantamento das variáveis do CA utilizou-se uma análise de regressão múltipla para avaliar se as mesmas influenciam ou não e, em que dimensão elas interferem na rentabilidade dos bancos. Os resultados foram divididos em duas partes: a primeira levou em conta a alavancagem de controle do maior acionista de cada banco no período estudado e, a segunda considerou como uma das variáveis independentes a alavancagem de controle dos três maiores acionistas, entre os anos de 2007 a 2013. Através do resultado estatístico de uma análise quantitativa constatou-se que as características do CA influenciam, em intensidades diferentes, o ROA, ROE e o RVM. Quanto ao ROE e ao ROA, os menores níveis de Governança Corporativa (GC) demonstraram influências negativas para os dois tipos de controle, enquanto que o maior nível, o 3, mostrou influenciar positivamente o resultado. O número de componentes do CA refletiu, positivamente, sobre a rentabilidade. Porém, um aumento ocasionaria um decréscimo na mesma. As variáveis de controle influenciaram em pelo menos uma das variáveis dependentes. O estudo estatístico apresentou um importante resultado sobre a GC em bancos brasileiros. Esse aspecto pode servir de suporte ao investidor em sua tomada de decisão, pois evidencia que as variáveis abordadas devem ser consideradas quando forem verificados os retornos. / This study aims to test some characteristics of the Board of Directors of 20 publicly traded banks in Brazil in the period of 2007 to 2013, to determine whether these influence the Return on Assets (ROA), Return on Equity (ROE) and market value ratio (MVR).To achieve these goals, some relevant features that involve the Board of Directors (BoD) of banks were prospected, based on recommendations of the Basel Committee about the demands on the structure of these councils as instruments of governance. Scientific articles involving characteristics of the BoD and the possible influence on profitability were also considered. Once the BoD variables are set up, a multiple regression analysis was applied to assess whether, and how, the characteristics of the BoD influence the profitability of banks. The tests were divided into two parts: the first considering the leverage control of the largest shareholder of each bank, in every year; and the second had as one of the independent variables to leverage control of the three largest shareholders in the same period. Through the statistical results of a quantitative analysis, it was observed that the characteristics of the BoD influence, at different intensities, ROA, ROE and MV. In consideration of ROE and ROA, lower levels of Corporate Governance (CG) showed negative influences for both types of control, while the higher level, 3, resulted positive influence in the result. The number of members of the CA correlated positively with profitability. The control variables influenced on at least one of the dependent variables. Through this study, a significant statistical result is presented about GC in Brazilian banks. This may support the investor in his decision-making, highlighting that these variables must be considered when returns are checked.

This study examines the role of board social and human capital in assessing the market value of firms in the UK context. As the world economy has shifted from manufacturing to service and knowledge-based economies, attributes such as knowledge, expertise, skills, ability and reputation are increasingly fundamental to the success of business enterprises. There is a growing consensus that these attributes are an increasingly valuable form of capital, asset or resource, despite their intangibility. In accounting, there are a number of problems arising from the accountability of non-physical, non-financial capital. Firstly, some forms of capital and certain assets are neither recognised nor presented in the statement of financial position. Secondly, some accounting practices relating to intangible assets are very conservative, resulting in undervalued assets and overstated liabilities. Consequently, there is an increasing gap between the book value and market value of firms. This gap restricts the relevance of information presented in financial statements and suggests that there is something missing in financial statements. This is the research problem being addressed in this study. While prior literature demonstrates that it has proven difficult to operationalise intangible forms of capital, there has been significant empirical attention and theoretical development in social and human forms. This thesis aims to contribute to accounting theory and practice by exploring the impact that board social and human capital have on firm market value. In light of extant research, it is hypothesised that social and human capital possessed at board level are positively related to the market value of firms. This study employs the Ohlson’s (1995) residual income valuation model to test the impact of social and human capital using a sample of UK firms listed on the FTSE All Share index for a period of 10 years (2001-2010). Social and human capital measures are derived from interlocking directorate ties and detailed biographic information of board directors. This study benefits from Pajek and Ucinet network packages to generate network maps and calculate positional metrics such as centrality and structural hole measures.

The majority of previous research in the field of board diversity was dedicated to the direct link between board gender diversity and firm performance. Grounded in Agency- and Resource dependence theory, this thesis expands on this research and examines the main relationship including the influence of two additional factors: educational level of female directors and mandatory board gender quotas. Analyzing a sample of 454 European firms (3,871 firm-year observations) over the period 2007-2017, a positive relationship between board gender diversity and firm performance is found. Furthermore, the results suggest that educational levels or board gender quotas do not affect this relationship. The effects on firm performance differ depending on whether legislative measures or voluntary initiatives are in place, i.e. in contrast to legislative quotas, voluntary initiatives enhance firm performance.

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.

<p>Today, gender quotation in the Board of Directors has become an important political question that is being discussed not only in Sweden but in several other countries as well. However, research on gender diversity and, for that matter, other forms of diversity in the corporate world is not something new. Diversity in Board of Directors and Top Management Teams and how it affects firm performance have been the topic of many researches the last two decades. Nevertheless, there are still many unanswered questions in this field that need to be answered. The purpose of this dissertation is to study how diversity in BoDs and TMTs affect firm performance. We used five different diversity variables, tenure, age, education, nationality and gender in our research and we tested them separately to see how they each affect firm performance. Because there is limited previous research conducted on diversity in Sweden and on Swedish firms, this dissertation attempts to fill that gap.</p><p>This study is conducted on Swedish firms that are listed on large cap on Stockholm stock exchange. We used several ways to measure the five different diversity variables in both BoDs and TMTs. Firm performance was measured by using two well established measurements, Return on Equity and Return on Assets. We developed ten hypotheses to test how diversity affects firm performance; some diversity variables had positive effect on firm performance, while others had negative effect. The hypotheses are based on earlier research. There are mixed results from our study; seven out of ten hypotheses had to be rejected due to insignificant relationship between diversity and firm performance. Three hypotheses were rejected, even though they showed a significant relationship between diversity and firm performance, because the relationship was the opposite of our hypotheses. One reason for these results can be that there is low diversity in both BoDs and TMTs, and this makes it difficult to measure and establish a relationship between diversity and firm performance.</p>

<p>Background: The issue about corporate governance became more prominent in recent years as a result of corporate scandals and misconduct of executives. Firms, board members, and executives have been subject to criminal and civil actions over hidden debt, inflated earnings, insider trading, tax evasion, misuse of funds, and breaches of fiduciary duties. Firms such as Enron, WorldCom, and Tyco became well-known because of huge failures in governance. In addition to the scandals, nowadays, we can see that the financial crises have brought attention for today’s debate of corporate governance issue as well.</p><p>Board is the major component of corporate governance like chief executive office (CEO), shareholders, stakeholders or community in general. This board is authorized to decide on the operations, management, and strategy of the company on behalf of the shareholders. Since the board members suppose to represent their interests.</p><p>Problem: What is the relationship between main board composition factors and firm’s accounting profitability?</p><p>Purpose: This thesis strives to analyze the level of correlation between selected board composition factors and accounting profitability of the Swedish Large Companies; by using appropriate statistical tools of correlation we aim to identify the association of selected variables.</p><p>Method: This research is conducted with sample of 63 large caps from the OMX Nordic Exchange-Stockholm and includes data from 2005 to 2009. We adopt the perspective of a shareholder and the philosophical stance of a positivist. The study uses quantitative method since our sample size is large enough to use the method.</p><p>Conclusion: The findings highlight that there is no significant relationship between some of the board composition factors namely- number of board directors, percentage of independent directors and experience of board member and the accounting profitability measure (Av. ROE) of Swedish large firms.</p><p>Where as, in case of the proportion of female directors, we do find a significant correlation between the accounting profitability measure (Av. ROE) and percentage of female directors of Swedish large firms. The correlation results show a positive relationship between the variables</p>

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Social capital resources for the firm can be conceptualized as those executive-to-executive connections held by a firm’s top management team, as well as firm-to-firm relationships that exist fairly independently of particular individuals. This type of resource can compose an important portion of any firm’s overall resource portfolio. The potential benefits associated with social capital include enhanced economic exchange opportunities, improved innovation capabilities and increased firm survival rates, among others. This study adds to the literature stream focusing on the positive consequences of social capital by demonstrating the cross-level influence of social capital on the development of reciprocity within a joint venture network. It also highlights the link between social capital resources and the quality of knowledge available to a firm via its joint venture partnerships. More importantly, though, we specifically investigate the conditions under which a firm’s social capital (firm-to-firm relationships or the social capital held by key executives) can contribute to undesirable firm-level behaviors. One often mentioned, yet rarely explored dimension of social capital is the phenomenon frequently called the ‘dark side’ of social capital. This dark side of social capital is argued to exist whenever the behavioral expectations accompanying social capital limit contribute to undesirable outcomes for the firm. Several hypotheses are tested in the context of joint ventures among S&P 500 firms. The likelihood of a firm having legal action taken against it by federal regulatory agencies or other firms is demonstrated herein to be related to the number and strength of social capital relationships. In general this research supports the view that having a large number of weak ties is beneficial for firms. More specifically, we found that in the wake of the passage of the Sarbanes-Oxley Act of 2002, an inverse relationship exists between the likelihood of firms engaging in the undesirable behaviors investigated and the number of Boards of Directors on which the firms’ respective executives held seats. Conversely, firms were more likely to engage in these undesirable behaviors whenever the firm-to-firm ties within their network of joint ventures were strongest. Furthermore, executive discretion was highly related to the likelihood of firms engaging in undesirable behaviors.

In the first of the three chapters in this thesis, the effects of overlapping board directorships on executive compensation are analyzed. In particular the possibility of more or less explicit agreements to reciprocally increase compensation levels, or the possibility that the personal relationships of board members and CEOs determine compensation levels are examined, with suggestive results. The second chapter documents the existence of economically important halo effects in the Australian consumer real estate marker. The final chapter evaluates the effects of blackout (or silent) periods in the UK on corporate insider behavior. Joakim Bång's main research interests are in empirical corporate finance, and in particular in executive compensation, corporate governance and behavioral finance. He is currently teaching at the University of New South Wales in Sydney, Australia. / Diss. Stockholm : Handelshögskolan i Stockholm, 2011