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dissertation topics for corporate governance

Corporate Governance Dissertation Topics (28 Examples) For Research

Mark Aug 21, 2021 Aug 12, 2021 Corporate Governance No Comments

Corporate governance refers to the code of conduct for global business corporations. It is important for businesses to act responsibly and contribute to the betterment of society and people. As the concept of corporate governance has emerged, the scope and area for research have increased. We provide you with a list of corporate governance dissertation […]

The research topics on corporate governance and project topic on corporate governance are listed to help students in selecting a topic for their research and thesis. We have sorted down some of the most interesting corporate governance dissertation topics and can provide you with a brief on the selected topic.

A list Of Corporate Governance Dissertation Topics

A comparison of corporate governance policies and practices in the years 2010 to 2020.

Studying the impact of corporate governance practices on the management and leadership styles.

Identifying the most effective corporate governance strategies and its impact on organizational reputation.

An integrated analysis of the corporate governance practices in developing countries.

To investigate the impact of corporate governance policies and their implementation on the monetary success of large businesses.

Analysing the competence of corporate governance in a state-owned enterprise in the UK.

Comparing the policies of corporate social responsibility and its causes and effects.

Can effective corporate governance contribute to dealing with the global recession?

Studying the role of audit practices in corporate governance.

Evaluation of corporate governance regulations in the US and the UK.

Studying the importance of ethics in corporate governance taking a real-life case example.

A literature review on the corporate governance in a family-based business.

To study the impact of corporate governance on earning management in SMEs.

How does corporate governance affect the financial performance and financial stability of a business?

Studying the board attributes and corporate social responsibility disclosure.

Investigating the relationship between corporate governance and operating cash flow.

How does effective corporate governance help in building and maintaining relationships with the strategic partners?

To study the impact of ownership structure and corporate governance on the success of a business.

Does effective internal audit help in developing corporate governance policies and regulations?

To investigate the effect of accounting conservatism and corporate governance on tax avoidance.

Studying the impact of corporate governance on voluntary risk disclosure in large businesses in the UK.

The relationship between corporate governance and enterprise risks in the banking industry.

The contribution of innovation in enhancing corporate governance in organisations.

The importance of developing a code of conduct to manage organisational behaviour.

A literature review on corporate governance and its growing importance.

Studying and comparing the laws and policies related to corporate governance in the UK and the United States.

What is the role of corporate governance in the case of blockchain technology?

The role of corporate governance in long-term competitiveness based on value-added measures.

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101 trending corporate governance dissertation topics & research ideas.

Dissertation

Writing a dissertation on corporate governance delves into the intricate mechanisms and structures that govern the relationships among stakeholders within a company. This academic pursuit involves a comprehensive exploration of rules, practices, and processes that ensure ethical decision-making, transparency, and accountability in corporate environments. A corporate governance dissertation is a scholarly endeavor that critically examines the governance frameworks companies employ to balance the interests of diverse stakeholders, including shareholders, executives, employees, and the broader community.

dissertation topics on corporate governance

The landscape of corporate governance is multifaceted, encompassing aspects such as board structures, shareholder activism, executive compensation, ethical considerations, and the impact of regulatory frameworks. As an academic undertaking, a dissertation in corporate governance seeks to contribute new insights, address gaps in existing knowledge, and provide a nuanced understanding of the complexities inherent in governing modern corporations.

The research journey often begins with a thorough review of existing literature, which establishes the theoretical foundation and contextualizes the study within the broader field of corporate governance. Methodologically, researchers may employ various approaches, including case studies, surveys, interviews, or quantitative analyses, to investigate specific aspects of corporate governance practices.

101 Unique Corporate Governance Dissertation Topics

Here is a list of 101 potential corporate governance dissertation topics across various dimensions of the field. Please note that these topics are broad, and you may need to refine them based on your specific interests and the focus of your academic program:

The Impact of Board Diversity on Corporate Performance
Corporate Governance and Financial Reporting Quality
Shareholder Activism and Corporate Governance
The Role of Institutional Investors in Corporate Governance
Executive Compensation and Firm Performance
Corporate Governance in Family-Owned Businesses
The Influence of Corporate Governance on Mergers and Acquisitions
Board Independence and Firm Value
Corporate Governance and Corporate Social Responsibility (CSR)
The Effect of CEO Duality on Corporate Governance
The Role of Auditors in Corporate Governance
Governance Mechanisms in Emerging Markets
Corporate Governance and Risk Management
Regulatory Impact on Corporate Governance Practices
Shareholder Rights and Corporate Governance
The Relationship Between Corporate Governance and Corporate Fraud
Impact of Corporate Governance on Innovation
Governance Challenges in Multinational Corporations
Board Effectiveness and Corporate Governance
The Role of Board Committees in Corporate Governance
Corporate Governance and Corporate Ethics
The Impact of Corporate Governance on Firm Bankruptcy
Stakeholder Theory and Corporate Governance
The Role of Government in Corporate Governance
Corporate Governance in Nonprofit Organizations
Corporate Governance in the Banking Sector
Comparative Analysis of Corporate Governance Models
Corporate Governance in Technology Companies
The Effect of Globalization on Corporate Governance
Corporate Governance and Firm Resilience
The Relationship Between Corporate Governance and Environmental Sustainability
Governance Practices in Small and Medium-sized Enterprises (SMEs)
Corporate Governance and Initial Public Offerings (IPOs)
The Impact of Board Size on Corporate Governance
Corporate Governance and Shareholder Value Creation
The Role of Leadership in Corporate Governance
Corporate Governance and Firm Reputation
Board Turnover and Corporate Governance
Corporate Governance and Corporate Culture
The Effect of Ownership Structure on Corporate Governance
The Role of Technology in Enhancing Corporate Governance
Corporate Governance and Corporate Citizenship
The Influence of Institutional Environment on Corporate Governance
Board Tenure and Corporate Governance
Corporate Governance and Dividend Policy
The Relationship Between Corporate Governance and Corporate Tax Avoidance
Governance Challenges in State-Owned Enterprises
The Impact of Activist Investors on Corporate Governance
The Role of Corporate Governance in Financial Crises
Corporate Governance in the Healthcare Sector
The Influence of Cultural Factors on Corporate Governance Practices
Governance Challenges in Public-Private Partnerships (PPPs)
Corporate Governance in the Energy Industry
The Effect of Corporate Governance on Earnings Management
Board Evaluation and Corporate Governance
Corporate Governance in the Hospitality Industry
The Role of Technology in Improving Corporate Governance Transparency
The Impact of Corporate Governance on Firm Reputation
Governance Practices in the Pharmaceutical Sector
Corporate Governance and the Adoption of Sustainable Business Practices
The Relationship Between Corporate Governance and Innovation Performance
Governance Challenges in the Nonprofit Sector
Corporate Governance and Intellectual Property Management
The Role of Corporate Governance in Corporate Scandals
The Influence of Ownership Concentration on Corporate Governance
Governance Practices in the Retail Industry
Corporate Governance and Cybersecurity Risk Management
The Effect of Board Gender Diversity on Corporate Governance
Governance Challenges in the Educational Sector
Corporate Governance and Business Ethics
The Impact of Corporate Governance on Employee Relations
Governance Practices in the Real Estate Industry
The Role of Corporate Governance in Digital Transformation
The Relationship Between Corporate Governance and Supply Chain Management
Governance Challenges in the Transportation Sector
Corporate Governance and Financial Inclusion
The Influence of Political Factors on Corporate Governance
Governance Practices in the Agricultural Sector
Corporate Governance and Customer Relations
The Effect of Corporate Governance on Corporate Philanthropy
Governance Challenges in the Entertainment Industry
The Role of Corporate Governance in Crisis Management
Corporate Governance and the Adoption of Emerging Technologies
Governance Practices in the Fashion Industry
The Impact of Corporate Governance on Entrepreneurial Firms
The Relationship Between Corporate Governance and Corporate Branding
Governance Challenges in the Aerospace Industry
Corporate Governance and Supply Chain Sustainability
The Role of Corporate Governance in Digital Marketing
Governance Practices in the Renewable Energy Sector
Corporate Governance and Franchise Management
The Influence of Social Media on Corporate Governance
Governance Challenges in the Telecommunications Industry
The Effect of Corporate Governance on Customer Satisfaction
Corporate Governance and Blockchain Technology
The Relationship Between Corporate Governance and E-commerce
Governance Practices in the Biotechnology Industry
The Impact of Corporate Governance on Employee Motivation
Corporate Governance and Product Innovation
The Role of Corporate Governance in ESG (Environmental, Social, and Governance) Investing
Governance Challenges in the Artificial Intelligence Industry

When choosing a dissertation topic, consider your interests, the relevance to your academic program, and the availability of resources for research. Additionally, consult with your advisor to ensure that the chosen topic aligns with the requirements and expectations of your doctoral program.

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Corporate Governance Research Paper Topics

This guide provides a comprehensive list of corporate governance research paper topics divided into 10 categories, expert advice on choosing a relevant and feasible topic, and tips on how to write a successful corporate governance research paper. Corporate governance is a critical aspect of modern business that has a significant impact on the success of organizations. As a result, students who study corporate governance are often assigned to write research papers that explore various aspects of the topic. In addition, iResearchNet offers custom writing services that provide expert degree-holding writers, customized solutions, and timely delivery. By using this guide and iResearchNet’s writing services, students can ensure that their corporate governance research papers meet the highest academic standards.

Corporate Governance Research

Corporate governance is a critical aspect of modern business that encompasses the practices, processes, and systems by which organizations are directed, controlled, and managed. As a result, students who study corporate governance are often assigned to write research papers that explore various aspects of the topic, ranging from board structures and executive compensation to shareholder activism and stakeholder engagement.

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In this guide, we provide a comprehensive list of corporate governance research paper topics divided into 10 categories, expert advice on how to choose a relevant and feasible topic, and tips on how to write a successful corporate governance research paper. In addition, we offer custom writing services through iResearchNet that provide expert degree-holding writers, customized solutions, and timely delivery.

By using this guide and iResearchNet’s writing services, students can ensure that their corporate governance research papers are well-researched, well-written, and meet the highest academic standards.

100 Corporate Governance Research Paper Topics

Corporate governance is a broad and complex topic that encompasses a wide range of issues and challenges facing modern organizations. To help students choose a relevant and feasible corporate governance research paper topic, we have divided our comprehensive list of topics into 10 categories, each with 10 topics.

Board of Directors

Board independence and effectiveness
Board diversity and gender equality
CEO duality and separation of roles
Board composition and characteristics
Board oversight and accountability
Board nominations and elections
Board leadership and culture
Board committees and responsibilities
Board evaluation and performance
Board compensation and incentives

Executive Compensation

Executive pay and performance
Executive pay and firm performance
Pay-for-performance and pay-for-skill
CEO pay ratios and pay equity
Stock options and equity-based compensation
Executive severance and golden parachutes
Executive perquisites and benefits
Executive retirement and pensions
Say-on-pay and shareholder activism
Institutional investors and executive pay

Shareholder Activism

Shareholder rights and activism
Shareholder proposals and proxy access
Shareholder engagement and communication
Shareholder activism and corporate social responsibility
Institutional investors and shareholder activism
Hedge funds and shareholder activism
Shareholder activism and executive compensation
Shareholder activism and board independence
Shareholder activism and corporate governance reforms
Shareholder activism and CEO turnover

Stakeholder Engagement

Stakeholder identification and analysis
Stakeholder mapping and prioritization
Stakeholder communication and dialogue
Stakeholder participation and empowerment
Stakeholder consultation and feedback
Stakeholder engagement and corporate social responsibility
Stakeholder engagement and sustainability reporting
Stakeholder engagement and risk management
Stakeholder engagement and corporate reputation
Stakeholder engagement and value creation

Corporate Culture and Ethics

Corporate values and ethics
Ethical leadership and decision-making
Corporate social responsibility and sustainability
Business ethics and compliance
Corporate citizenship and philanthropy
Corporate culture and values alignment
Corporate culture and employee behavior
Corporate culture and organizational performance
Corporate culture and innovation
Corporate culture and risk management

Board-Shareholder Relations

Board-shareholder communication and engagement
Board-shareholder conflict resolution
Board-shareholder cooperation and collaboration
Board-shareholder activism and response
Board-shareholder rights and responsibilities
Board-shareholder agreements and charters
Board-shareholder engagement and corporate social responsibility
Board-shareholder relations and institutional investors
Board-shareholder relations and minority shareholders
Board-shareholder relations and corporate governance reforms

Regulatory and Legal Environment

Corporate governance regulations and compliance
Corporate governance laws and policies
Corporate governance codes and standards
Corporate governance enforcement and penalties
Corporate governance and public policy
Corporate governance and the role of regulators
Corporate governance and antitrust laws
Corporate governance and securities laws
Corporate governance and data privacy laws
Corporate governance and intellectual property laws

Risk Management and Disclosure

Enterprise risk management and oversight
Risk management and strategic planning
Risk management and financial reporting
Risk management and sustainability reporting
Risk management and cybersecurity
Risk management and climate change
Risk management and supply chain management
Risk management and crisis management
Risk management and stakeholder engagement
Risk management and disclosure requirements

International Corporate Governance

Cross-border mergers and acquisitions and corporate governance
Corporate governance and foreign direct investment
Corporate governance and multinational corporations
Corporate governance and global supply chains
Corporate governance and global financial markets
Corporate governance and emerging markets
Corporate governance and corruption
Corporate governance and cultural diversity
Corporate governance and the United Nations Sustainable Development Goals
Corporate governance and global challenges

Corporate Governance Reform

Corporate governance failures and scandals
Corporate governance reforms and their impact
Corporate governance and shareholder activism
Corporate governance and executive compensation reform
Corporate governance and board independence reform
Corporate governance and stakeholder engagement reform
Corporate governance and diversity and inclusion reform
Corporate governance and sustainability reform
Corporate governance and regulatory reform
Corporate governance and future trends

By organizing the corporate governance research paper topics into categories, students can easily identify areas of interest and develop research questions that align with their academic goals and interests. The categories cover a wide range of issues and challenges facing modern organizations, from board structures and executive compensation to stakeholder engagement and international corporate governance.

Choosing a Topic in Corporate Governance

Choosing a relevant and feasible corporate governance research paper topic is critical for success in academia. The following are expert tips on how to choose a corporate governance research paper topic:

Consider your interests : Choose a topic that you are interested in and passionate about. Your enthusiasm for the topic will help you stay motivated throughout the research and writing process.
Identify a research gap : Choose a topic that fills a research gap or addresses a new research question. This will help you contribute new knowledge to the field and make a meaningful contribution to academic scholarship.
Consult with your instructor : Discuss potential topics with your instructor and seek feedback on your ideas. Your instructor can help you refine your research question and suggest relevant literature and sources.
Conduct a literature review : Conduct a literature review to identify gaps and areas of interest within the field. This will help you develop research questions and identify key concepts and themes.
Consider feasibility : Choose a topic that is feasible given the time and resources available to you. Be realistic about your research scope and the data sources that are available to you.
Stay current : Choose a topic that is current and relevant to the field. This will help you stay up-to-date on the latest trends and developments in corporate governance.
Identify a manageable scope : Choose a topic that has a manageable scope. Narrow down your research question to a specific aspect of corporate governance that can be explored in-depth within the scope of a research paper.
Brainstorm potential topics : Brainstorm a list of potential topics based on your interests, literature review, and discussions with your instructor. Evaluate each topic based on its relevance, feasibility, and potential impact.

By following these expert tips, students can choose a relevant and feasible corporate governance research paper topic that aligns with their academic interests and goals. In the next section, we provide tips on how to write a successful corporate governance research paper.

How to Write a Corporate Governance Research Paper

Writing a successful corporate governance research paper requires careful planning and attention to detail. The following are expert tips on how to write a corporate governance research paper:

Develop a clear research question : Develop a clear and concise research question that addresses a gap or new research question within the field of corporate governance. The research question should be specific and focused to ensure a manageable scope for the research paper.
Conduct a literature review : Conduct a comprehensive literature review to identify key concepts and themes within the field of corporate governance. This will help you develop a theoretical framework and provide a foundation for your research paper.
Select appropriate research methods : Select appropriate research methods that align with your research question and objectives. This may include qualitative, quantitative, or mixed-methods research approaches.
Collect and analyze data : Collect and analyze data using appropriate research methods. This may include conducting interviews, surveys, or analyzing financial data. Ensure that your data collection and analysis is rigorous and aligns with the research question and objectives.
Develop a clear and structured outline : Develop a clear and structured outline for your research paper. This will help you organize your thoughts and ideas and ensure a logical flow of information.
Write a clear and concise introduction : Write a clear and concise introduction that provides background information and context for the research question. The introduction should also clearly state the research question and objectives.
Develop a comprehensive literature review : Develop a comprehensive literature review that provides a theoretical framework for the research question. The literature review should be organized thematically and include key concepts and themes within the field of corporate governance.
Analyze and interpret findings : Analyze and interpret the findings of the research. Ensure that your analysis and interpretation aligns with the research question and objectives.
Develop a clear and concise conclusion : Develop a clear and concise conclusion that summarizes the key findings of the research and provides implications for practice and future research.
Ensure proper formatting and citation : Ensure that your research paper is properly formatted and cited. Follow the guidelines of the citation style required by your instructor, such as APA, MLA, or Chicago.

By following these expert tips, students can write a successful corporate governance research paper that contributes new knowledge to the field and makes a meaningful contribution to academic scholarship. In the next section, we provide information on how students can benefit from the iResearchNet writing services for corporate governance research papers.

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Dissertations on Corporate Governance

Corporate Governance is a term used to describe the way in which a corporation is governed and how operations are controlled. Corporate Governance covers the processes and procedures that employees must follow during business operations.

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Latest Corporate Governance Dissertations

Including full dissertations, proposals, individual dissertation chapters, and study guides for students working on their undergraduate or masters dissertation.

Relationship Between Corporate Governance and Corporate Social Responsibility

Dissertation Examples

This research presents the in-depth relationship between CG and CSR with focus on the two of the most-developed nations of the world, UK and the US....

Last modified: 22nd Nov 2023

Corporate Governance Practices of Indian Companies

This paper reports on the level of disclosure of a sample of Indian companies listed on the NSE by examining their annual reports....

Last modified: 25th Jan 2022

Corporate Governance in Theory and Practice: A Comparison between the UK and US

This paper will firstly talk about corporate governance broadly, outlining the trend of United Kingdom Corporate Governance. It will also deliberate the relative effects, comparing the United Kingdom and United States techniques....

Last modified: 21st Dec 2021

Quality of Corporate Governance in BHS and its Impact on Key Stakeholders

An assessment of the quality of corporate governance in BHS and its impact on key stakeholders and the downfall of BHS....

Last modified: 30th Nov 2021

Examining Family Business Corporate Governance

Dissertation Introductions

This dissertation sets out a study of the family business’s corporate governance, addressing the relationship between the owners and the management....

Last modified: 10th Nov 2021

Corporate Governance Literature Review

Example Literature Reviews

In a nutshell, Corporate Governance is the foundation by which a company regulates and directs. It is a set of guidelines, procedures, and disciplines that executives utilize to standardize a corporation....

Last modified: 29th Oct 2021

Analysis of Tesco's Corporate Governance and Responsibility

This project will place emphasis on the governance framework in the UK, namely the revised Combined Code, though I will make brief analyses of other reports and frameworks....

Last modified: 20th Oct 2021

Evolution of UK Corporate Governance and Effects of Corporate Scandal

The aim of this dissertation is to examine the evolution of Corporate Governance in the United Kingdom and the affects which corporate scandals had on it....

Last modified: 25th Aug 2021

Roles of Shareholders in UK Corporate Governance

Corporate governance links to the system in which firms and organisations are engaged and governed. Its existence is to facilitate efficient and judicious management that can bring the long-term success of the company to its shareholders....

Last modified: 9th Mar 2021

Corporate Governance Disclosures in Emerging Capital Markets

THE CASE OF GHANA CHAPTER 1 1.1 INTRODUCTION Corporate governance has dominated the policy agenda in developed market economies since the mid 1990s. The spate of corporate failures and massive governm...

Last modified: 12th Dec 2019

Effect of Corporate Governance on Attracting Investors

Corporate governance is the way of corporation being directed which is involves a relationship between the manager , the shareholders , and other stakeholders of the company. The use of corporate gov...

Analysis of the Combined Code of Corporate Governance

Corporate governance is the system or process by which companies are directed and controlled (Cadbury,1992,p.2) Good corporate governance should contribute to better company performance by helping a b...

Analysis of Corporate Governance Strategies in Banking

ABSTRACT The Corporate Governance concept has grown as a milestone for estimating corporate excellence in the context of domestic and foreign enterprise patterns. From support and suitable code of beh...

Corporate Governance Score and Firm Performance

Limited liability company structure is the most preferred structure for a large business. In this structure, a large number of investors provide the risk capital. They are called shareholders, the dee...

Efficiency of IT Audit in Corporate Governance

Critical Research Analysis On The Effectiveness Of IT Auditing For Corporate Governance Chapter 1: Introduction 1.1 Introduction Auditing is one of the essential elements for the successful functionin...

Corporate Governance and Value Creation Relationship

Department of Economics VALUE CREATION AND THE ROLE OF CORPORATE GOVERNANCE Abstract Corporate Governance is a subject of many professional and academic debates. Since there are many different researc...

A Study on Corporate Governance in Asia

The 1997 Asian Financial Crisis showed how mismanagement and poor governance could undo decades of prosperity within a short span of a ......

Last modified: 11th Dec 2019

Corporate Governance and Risk Management - AO World PLC

Table of Contents 1. Executive Summary 1.1. Purpose of Report: 1.2. Conclusions: 1.3. Key Recommendations: 2. Introduction 3. Section A – Corporate Governance 3.1. Background Information 3.2. Per...

Last modified: 10th Dec 2019

Corporate Governance Policies and Models

Literature Review: Corporate governance covers various different but related economic issues or variables in its definition. According to Shleifer and Vishny (1997) in The Journal of Finance, “C...

Last modified: 9th Dec 2019

Conflicts of Corporate Governance

Conflicts of Corporate Governance Affecting Firm Performance Corporate governance as a topic of interest in academic literature dates back to the work of Berle and Means (1932) and till recently, eff...

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Published: 01 November 2021

The impact of corporate governance measures on firm performance: the influences of managerial overconfidence

Tolossa Fufa Guluma ORCID: orcid.org/0000-0002-1608-5622 1

Future Business Journal volume 7 , Article number: 50 ( 2021 ) Cite this article

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The paper aims to investigate the impact of corporate governance (CG) measures on firm performance and the role of managerial behavior on the relationship of corporate governance mechanisms and firm performance using a Chinese listed firm. This study used CG mechanisms measures internal and external corporate governance, which is represented by independent board, dual board leadership, ownership concentration as measure of internal CG and debt financing and product market competition as an external CG measures. Managerial overconfidence was measured by the corporate earnings forecasts. Firm performance is measured by ROA and TQ. To address the study objective, the researcher used panel data of 11,634 samples of Chinese listed firms from 2010 to 2018. To analyze the proposed hypotheses, the study employed system Generalized Method of Moments estimation model. The study findings showed that ownership concentration and product market competition have a positive significant relationship with firm performance measured by ROA and TQ. Dual leadership has negative relationship with TQ, and debt financing also has a negative significant association’s with both measures of firm performance ROA and TQ. Moreover, the empirical results also showed managerial overconfidence negatively influences the relationship of board independence, dual leadership, and ownership concentration with firm performance. However, managerial overconfidence positively moderates the impact of debt financing on firm performance measured by Tobin’s Q and negative influence on debt financing and operational firm performance relationship. These findings have several contributions: first, the study extends the literature on the relationship between CG and a firm’s performance by using the Chinese CG structure. Second, this study provides evidence that how managerial behavioral bias interacts with CG mechanisms to affect firm performance, which has not been studied in previous literature. Therefore, the results of this study contribute to the theoretical perspective by providing an insight into the influencing role of managerial behavior in the relationship between CG practices and firm performance in an emerging markets economy. Hence, the empirical result of the study provides important managerial implications for the practice and is important for policy-makers seeking to improve corporate governance in the emerging market economy.

Introduction

Corporate governance and its relation with firm performance, keep on to be an essential area of empirical and theoretical study in corporate study. Corporate governance has got attention and developed as an important mechanism over the last decades. The fast growth of privatizations, the recent global financial crises, and financial institutions development have reinforced the improvement of corporate governance practices. Well-managed corporate governance mechanisms play an important role in improving corporate performance. Good corporate governance is fundamental for a firm in different ways; it improves company image, increases shareholders’ confidence, and reduces the risk of fraudulent activities [ 67 ]. It is put together on a number of consistent mechanisms; internal control systems and external environments that contribute to the business corporations’ increase successfully as a complete to bring about good corporate governance. The basic rationale of corporate governance is to increase the performance of firms by structuring and sustaining initiatives that motivate corporate insiders to maximize firm’s operational and market efficiency, and long-term firm growth through limiting insiders’ power that can abuse over corporate resources.

Several studies are contributed to the effect of CG on firm performance using different market developments. However, there is no consensus on the role CG on firm performance, due to different contextual factors. The role of CG mechanisms is affected by different factors. Prior studies provided different empirical evidence such as [ 14 ], suggested that the monitoring efficiency of the board of directors is affected by internal and external factors like government regulation and internal firm-specific factors; the role of board monitoring is determined by ownership structure and firm-specific characters Boone et al. [ 8 ], and Liu et al. [ 57 ] and Bozec [ 10 ] also reported that external market discipline affects the internal CG role on firm performance. Moreover, several studies studied the moderation role of different variables in between CG and firm value. Mcdonald et al. [ 63 ] studied CEO experience moderating the board monitoring effectiveness, and [ 60 ] studied the moderating role of product market competition in between internal CG and firm performance. Bozec [ 10 ] studied market disciple as a moderator between the board of directors and firm performance. As to the knowledge of the researcher, no study considered the influencing role of managerial overconfidence in between CG mechanisms and firm corporate performance. Thus, this study aims to investigate the influence of managerial overconfidence in the relationship between CG mechanisms and firm performance by using Chinese listed firms.

Managers (CEOs) were able to valuable contributions to the monitoring of strategic decision making [ 13 ]. Behavioral decision theory [ 94 ] suggests that overconfidence, as one type of cognitive bias, encourages decision-makers to overestimate their information and problem-solving capabilities and underestimates the uncertainties facing their firms and the potential losses from litigation associated with claims against them. Several prior studies reported different results of the manager's role in corporate governance in different ways. Previous studies claimed that overconfidence is a dysfunctional behavior of managers that deals with unfavorable consequences for the firm outcome, such as value distraction through unprofitable mergers and suboptimal investment behavior [ 61 ], and unlawful activities (Mishina et al. [ 64 ]). Oliver [ 68 ] argued the human character of individual managers affects the effectiveness of corporate governance. Top managers' behaviors and experience are primary determinants of directors' ability to effectively evaluate their managerial decision-making [ 45 ]. In another way, [ 47 , 58 ] noted managerial overconfidence can encourage some risk and make up for managerial risk aversion, which leads to suboptimal investment decisions. Jensen [ 41 ] suggested in the presence of free cash flow, the manager may overinvest and they can accept a negative net present value project. Therefore, the existence of CG mechanisms aims to eliminate or reduce the effect of agency and asymmetric information on the CEO’s decisions [ 62 ]. This means that the objectives of CG mechanisms are to counterbalance the effect of such problems in the corporate organization that may affect the value of the firms in the long run. Even with the absence of agency conflicts and asymmetric information problems, there is evidence documented for distortions such as the case of corporate investment. Managers will over- or under-invest regarding their optimism level and the availability of internal cash flow.

Agency theory by Jensen and Meckling [ 42 ] has a very clear vision of the problems that exist in the company to know the disagreement of interests between shareholders and managers. Irrational behavior of management resulting from behavioral biases of executive managers is a great challenge in corporate governance [ 44 ]. Overconfidence may create more agency conflict than normal managers. It may lead internal and external CG mechanisms to decisions which damage firm value. The role of CG mechanisms mitigating corporate governance results from agency costs, information asymmetry, and their impact on corporate decisions. This means the behavior of overconfident executives may affect controlling and monitoring role of internal/external CG mechanisms. According to Baccar et al. [ 5 ], suggestion is that one of the roles of corporate governance is controlling such managerial behavioral bias and limiting their potential effects on the company’s strategies. These discussions lead to the conclusion that CEO overconfidence will negatively or positively influence the relationships of CG on firm performance. The majority of studies in the corporate governance field deal with internal problems associated with managerial opportunism, misalignment of objectives of managers and stakeholders. To deal with these problems, the firm may organize internal governance mechanisms, and in this section, the study provides a review of research focused on this specific aspect of corporate governance.

Internal CG includes the controlling mechanism between various actors inside the firm: that is, the company management, its board, and shareholders. The shareholders delegate the controlling function to internal mechanisms such as the board or supervisory board. Effective internal CG is essential in accomplishing company strategic goals. Gillan [ 30 ] described internal mechanisms by dividing them into boards, managers, shareholders, debt holders, employees, suppliers, and customers. These internal mechanisms of CG work to check and balance the power of managers, shareholders, directors, and stakeholders. Accordingly, independent board, CEO duality, and ownership concentration are the main internal corporate governance controlling mechanisms suggested by various researchers in the literature. Thus, the study considered these three internal corporate structures in this study as internal control mechanisms that affect firm performance. Concurrently, external CG mechanisms are mechanisms that are not from the inside of the firm, which is from the outside of the firms and includes: market competition, take over provision, external audit, regulations, and debt finance. There are a lot of studies that examine and investigate the effect of external CG practices on the financial performance of a company, especially in developed nations. In this study, product market competition and debt financing have been taken as representatives of external CG mechanisms. Thus, the study used internal CG measures; independent board, dual leadership, ownership concentration, and product-market competition, and debt financing as a proxy of external CG measures.

Literature review and hypothesis building

Corporate governance and firm performance.

Corporate governance has got attention and developed as a significant mechanism more than in the last decades. The recent financial crises, the fast growth of privatizations, and financial institutions have reinforced the improvement of corporate governance practices in numerous institutions of different countries. As many studies revealed, well-managed corporate governance mechanisms play an important role in providing corporate performance. Good corporate governance is fundamental for a firm in several ways: OECD [ 67 ] indicates the good corporate governance increases the company image, reduces the risks, and boosts shareholders' confidence. Furthermore, good corporate governance develops a number of consistent mechanisms, internal control systems and external environments that contribute to the business corporations’ increase effectively as a whole to bring about good corporate governance.

The basic rationale of corporate governance is to increase the performance of companies by structuring and sustaining incentives that initiate corporate managers to maximize firm’s operational efficiency, return on assets, and long-term firm growth through limiting managers’ abuse of power over corporate resources.

Corporate governance mechanisms are divided into two broad categories: internal corporate governance and external corporate governance mechanisms. Supporting this concept, Keasey and Wright [ 43 ] indicated corporate governance as a framework for effective monitoring, regulation, and control of firms which permits alternative internal and external mechanisms for achieving the proposed company’s objectives. The achievement of corporate governance relies on the mechanism effectiveness of both internal and external governance structures. Gillan [ 30 ] suggested that corporate governance can be divided into two: the internal and external mechanisms. Gillan [ 30 ] described internal mechanisms by dividing into boards, managers, shareholders, debt holders, employees, suppliers, and customers, and also explain external corporate governance mechanisms by incorporating the community in which companies operate, the social and political environment, laws and regulations that corporations and governments involved in.

The internal mechanisms are derived from ownership structure, board structure, and audit committee, and the external mechanisms are derived from the capital market corporate control market, labor market, state status, and investors activate [ 26 ]. The balance and effectiveness of the internal and external corporate governance practices can enhance a better corporate operational performance [ 21 ]. Literature argued that integrated and complete governance mechanisms are better with multi-dimensional theoretical view [ 87 ]. Thus, the study includes both internal and external CG mechanisms to broadly show the connection of these components. Filatotchev and Nakajima [ 26 ] suggest that an integrated approach bringing external and internal mechanisms jointly enhances to build up a more general view on the effectiveness and efficiency of different corporate governance mechanisms. Thus, the study includes both internal and external CG mechanisms to broadly show the connection of these three components.

Board of directors and ownership concentration are the main internal corporate governance mechanisms and product market competition and debt finance also the main representative of external corporate governance suggested by many researchers in the literature that were used in this study. Therefore, the following sections provide a brief discussion of internal and external corporate governance from different angles.

Independent board and firm performance

Board of directors monitoring has been centrally important in corporate governance. Jensen [ 41 ] board of directors is described as the peak of the internal control system. The board represents a firm’s owners and is responsible for ensuring that the firm is managed effectively. Thus, the board is responsible for adopting control mechanisms to ensure that management’s behavior and actions are consistent with the interest of the owners. Mainly the responsibility of the board of directors is selection, evaluation, and removal of poorly performing CEO and top management, the determination of managerial incentives and monitoring, and assessment of firm performance [ 93 ]. The board of directors has the formal authority to endorse management initiatives, evaluate managerial performance, and allocate rewards and penalties to management on the basis of criteria that reflect shareholders’ interests.

According to the agency theory board of directors, the divergence of interests between shareholders and managers is addressed by adopting a controlling role over managers. The board of directors is one of the key governance mechanisms; the board plays a pivotal role in monitoring managers to reduce the problems associated with the separation of ownership and management in corporations [ 24 ]. According to Chen et al. [ 16 ], the strategic role of the board became increasingly important and going beyond the mere approval of strategic management decisions. The board of directors must serve to reconcile management decisions with the objectives of shareholders and stakeholders, which can at times influence strategic decisions (Uribe-Bohorquez [ 85 ]). Therefore, the board's responsibilities extend beyond controlling and monitoring management, ensuring that it takes decisions that are reliable with the corporations [ 29 ]. In the perspective of resource dependence theory, an independent director is often linked firm to outside environments, who are non-management members of the board. Independent boards of directors are more believed to be effective in protecting shareholders' interests resulting in high performance [ 26 ]. This focus on board independence is grounded in agency theory, which addresses inefficiencies that arise from the separation of ownership and control [ 24 ]. As agency theory perspective boards of directors, particularly independent boards are put in place to monitor managers on behalf of shareholders [ 59 ].

A large number of empirical studies are undertaken to verify whether independent directors perform their governance functions effectively or not, but their results are still inconclusive. Studies [ 2 , 50 , 52 , 56 , 85 ], reported the supportive arguments that independent board of directors and firm performance have a positive relationship; in other ways, a large number of studies [ 6 , 17 , 65 91 ], and findings indicated the independent director has a negative relation with firm performance. The positive relationship of independent board and firm performance argued that firms which empower outside directors may lead to their more effective monitoring and therefore higher firm performance. The negative relationship of independent board and firm performance results are based on the argument that external directors have no access to information about the internal business of the firms and their relation with internal management does not allow them to have a sufficient understanding of the firm’s day-to-day business activities or it may arise from the lack of knowledge of the business or the ability to monitor management actions [ 28 ].

Specifically in China, the corporate governance regulation code was approved in 2001 and required that the board of all Chinese listed domestic companies must include at least one-third of independent directors on their board by June 2003. Following this direction, many listed firms had appointed more independent directors, with a view to increase the independence of the board [ 54 ]. This proclamation is staying stable till now, and the number of independent directors in Chinese listed firms is increasing from time to time due to its importance. Thus, the following hypothesis is proposed.

Hypothesis 1

The proportion of independent directors in board members is positively related to firm performance.

Dual leadership and firm performance

CEO duality is one of the important board control mechanisms of internal CG mechanisms. It refers to a situation where the firm’s chief executive officer serves as chairman of the board of directors, which means a person who holds both the positions of CEO and the chair. Regarding leadership and firm performance relation, there are different arguments; there is not consistent conclusion among different researchers. There are two competitive views about dual leadership in corporate governance literature. Agency theory view proposed that duality could minimize the board’s effectiveness of its monitoring function, which leads to further agency problems and enhance poor performance [ 41 , 83 ]. As a result, dual leadership enhances CEO entrenchment and reduces board independence. In this condition, these two roles in one person made a concentration of power and responsibility, and this may result in busyness of CEO which affects the normal duties of a company. This means the CEO is responsible to execute a company’s strategies, monitoring and evaluating the managerial activities of a company. Thus, separating these two roles is better to avoid concentration of authority and power in one individual and separate leadership of board from the ruling of the business [ 72 ].

On the other hand, stewardship theory suggests that managers are good stewards of company resources, which could benefit a firm [ 9 ]. This theory advocates that there is no conflict of interest between shareholders and managers, if the role of CEO and chairman vests on one person, rather CEO duality would promote a clear sense of strategic direction by unifying and strengthening leadership.

In the Chinese firm context, there are different conflicting conclusions about the relationship between CEO duality and firm performance.

Hypothesis 2

CEO duality is negatively associated with firm performance.

Ownership concentration and firm performance

The ownership structure is which has a profound effect on business strategy and performance. Agency theory [ 81 ] argued that concentrated ownership can monitor corporate operating management effectively, alleviate information problems and agency costs, consequently, improve firm performance. The concentration of ownership as a large number of studies grounded in agency theory suggests that it has both the incentive and influence to assure that managers and directors operate in the interests of shareholders [ 19 ]. Concentrated ownership presence among the firm’s investors provides an important driver of good CG that should lead to efficiency gains and improvement in performance [ 81 ].

Due to shareholder concentrated economic risk, these shareholders have a strong encouragement to watch strictly over management, making sure that management does not engage in activities that are damaging the wealth of shareholders. Similarly, Shleifer and Vishny [ 80 ] argue that large share blocks reduce managerial opportunism, resulting in lower agency conflicts between management and shareholders.

In other ways, some researchers have indicated, block shareholders harmfully on the value of the firm, especially when majority shareholders can abuse their position of dominant control at the expense of minority shareholders [ 25 ]. As a result, at some level of ownership concentration the distinction between insiders and outsiders becomes unclear, and block-holders, no matter what their identity is, may have strong incentives to switch resources to the ways that make them better off at the cost of other shareholders. However, concentrated shareholding may create a new set of agency conflicts that may provide a negative impact on firm performance.

In the emerging market context, studies [ 77 , 90 ] find a positive association between ownership concentration and accounting profit for Chinese public companies. As Yu and Wen [ 92 ] argued, Chinese companies have a concentrated ownership structure, limited disclosure, poor investor protection, and reliance on the banking system. As this study argues, this concentration is more controlled by the state, institution, and private shareholders. Thus, ownership concentration in Chinese firms may be an alternative governance tool to reduce agency problems and enhance efficiency.

Hypothesis 3

The ownership concentration is positively related to firm performance.

Product market competition and firm performance

Theoretical models have argued that competition in product markets is a powerful force for overcoming the agency problem between shareholders and managers [ 78 ]. Competition in product markets plays the role of a takeover [ 3 ], and well-managed firms take over the market from poorly managed firms. According to this study finding, competition helps to build the best management team. Competition acts as a substitute for internal governance mechanisms, practically the market for corporate control [ 3 ]. Chou et al. [ 18 ] provided evidence that product market competition has a substantial impact on corporate governance and that it substitutes for corporate governance quality, and they provide evidence that the disciplinary force of competition on the management of the firm is from the fear of insolvency. For instance, Ibrahim [ 39 ] reported firms to operate in competitive industries record more returns of share compared with the concentrated industries. Hart [ 33 ] stated that competition inspires managers to work harder and, thus, reduces managerial slack. This study suggests that in high competition, the selling prices of products or services are more likely to fall because managers are concerned with their economic interest, which may tie up with firm performance. Managers are more focused on enhancing productivity that is more likely to reduce cost and increase firm performance. Thus, competition in product market can reduce agency problems between owners and managers and can enhance performance.

Hypothesis 4

Product market competition is positively associated with firm performance.

Debt financing and firm performance

Debt financing is one of the important governance mechanisms in aligning the incentives of corporate managers with those of shareholders. According to agency theory, debt financing can increase the level of monitoring over self-serving managers and that can be used as an alternative corporate governance mechanism [ 40 ]. This theory argues two ways through debt finance can minimize the agency cost: first the potential positive impact of debt comes from the discipline imposed by the obligation to continually earn sufficient cash to meet the principal and interest payment. It is a commitment device for executives. Second leverage reduces free cash flows available for managers’ discretionary expenses. Literature suggests that when leverage increases, managers may invest in high-risk projects in order to meet interest payments; this action leads lenders to monitor more closely the manager’s action and decision to reduce the agency cost. Koke and Renneboog [ 48 ] have found empirical support that a positive impact of bank debt on productivity growth in German firms. Also, studies like [ 77 , 86 ] examine empirically the effect of debt on firm investment decisions and firm value; reveal that debt finance is a negative effect on corporate investment and firm values [ 69 ] find that there is a significant and negative relationship between debt intensity and firm productivity in the case of Indian firms.

In the Chinese financial sectors, banks play a great role and use more commercial judgment and consideration in their leading decision, and even they monitor corporate activities [ 82 ]. In China listed company [ 77 , 82 ] found that an increase in bank loans increases the size of managerial perks and free cash flows and decreases corporate efficiency, especially in state control firms. The main source of debts is state-owned banks for Chinese listed companies [ 82 ]. This shows debt financing can act as a governance mechanism in limiting managers’ misuse of resources, thus reducing agency costs and enhance firm values. However, in China still government plays a great role in public listed company management, and most banks in China are also governed by the central government. However, the government is both a creditor and a debtor, especially in state-controlled firms. Meanwhile, the government as the owner has multiple objectives such as social welfare and some national (political) issues. Therefore, when such an issue is considerable, debt financing may not properly play its governance role in Chinese listed firms.

Hypothesis 5

Debt financing has a negative association with firm performance

Influence of managerial overconfidence on the relationship of corporate governance and firm performance

Corporate governance mechanisms are assumed to be an appropriate solution to solve agency problems that may derive from the potential conflict of interest between managers and officers, on the one hand, and shareholders, on the other hand [ 42 ].

Overconfidence is an overestimation of one’s own abilities and outcomes related to one’s own personal situation [ 74 ]. This study proposed from the behavioral finance view that overconfidence is typical irrational behavior and that a corporate manager tends to show it when they make business decisions. Overconfident CEOs tend to think they have more accurate knowledge about future events than they have and that they are more likely to experience favorable future outcomes than they are [ 35 ]. Behavioral finance theory incorporates managerial psychological biases and emotions into their decision-making process. This approach assumes that managers are not fully rational. Concurrently, several reasons in the literature show managerial irrationality. This means that the observed distortions in CG decisions are not only the result of traditional factors. Even with the absence of agency conflicts and asymmetric information problems, there is evidence documented for distortions such as the case of corporate investment. Managers will over- or under-invest regarding their optimism level and the availability of internal cash flow. Such a result push managers to make sub-optimal decisions and increase observed corporate distortions as a result. The view of behavioral decision theory [ 94 ] suggests that overconfidence, as one type of cognitive bias, encourages decision-makers to overestimate their own information and problem-solving capabilities and underestimates the uncertainties facing their firms and the potential losses from proceedings related with maintains against them.

Researchers [ 34 , 61 ] discussed the managerial behavioral bias has a great impact on firm corporate governance practices. These studies carefully analyzed and clarified that managerial overconfidence is a major source of corporate distortions and suggested good CG practices can mitigate such problems.

In line with the above argument and empirical evidence of several researchers, therefore, the current study tried to investigate how the managerial behavioral bias (overconfidence) positively or negatively influences the effect of CG on firm performance using Chinese listed firms.

The boards of directors as central internal CG mechanisms have the responsibility to monitor, control, and supervise the managerial activities of firms. Thus, the board of directors has the responsibility to monitor and initiate managers in the company to increase the wealth of ownership and firm value. The capability of the board composition and diversity may be important to control and monitor the internal managers' based on the nature of internal executives behaviors, managerial behavior bias that may hinder or smooth the progress of corporate decisions of the board of directors. Accordingly, several studies suggested different arguments; Delton et al. [ 20 ] argued managerial behavior is influencing the allocation of board attention to monitoring. According to this argument, board of directors or concentrated ownership is not activated all the time continuously, and board members do not keep up a constant level of attention to supervise CEOs. They execute their activities according to firm and CEO status. While the current performance of the firm desirable the success confers celebrity status on CEOs and board will be liable to trust the CEOs and became idle. In other ways, overconfidence managers are irrational behaviors that tend to consider themselves better than others on different attributes. They do not always form beliefs logically [ 73 ]. They blame the external advice and supervision, due to overestimating their skills and abilities, underestimate their risks [ 61 ]. Similarly, CEOs are the most decision-makers in the firm strategies. While managers are highly overconfident, board members (especially external) face information limitations on a day-to-day activities of internal managers. In other way, CEOs have a strong aspiration to increase the performance of their firm; however, if they achieve their goals, they may build their empire. This situation will pronounce where the market for corporate control is not matured enough like China [ 27 ]. So, this fact affects the effectiveness of board activities in strategic decision-making. In contrast, as the study [ 7 ] indicated, as the number of the internal board increases, the impact of managerial overconfidence in the firm became increasing and positively correlated with the leadership duality. In other ways, agency theory, many opponents suggest that CEO duality reduces the monitoring role of the board of directors over the executive manager, and this, in turn, may harm corporate performance. In line with this Khajavi and Dehghani, [ 44 ] found that as the number of internal board increases, the managerial overconfidence bias will increase in Tehran Stock Exchange during 2006–2012.

This shows us the controlling and supervising role of independent directors are less likely in the firms managed by overconfident managers than normal managers; conversely, the power of CEO duality is more salient in the case of overconfident managers than normal managers.

Hypothesis 2a

Managerial overconfidence negatively influences the relationship of independent board and firm performance.

Hypothesis 2b

Managerial overconfidence strengthens the negative relationships of CEO duality and firm performance.

An internal control mechanism ownership concentration believes in the existence of strong control against the managers’ decisions and choices. Ownership concentration can reduce managerial behaviors such as overconfidence and optimism since it contributes to the installation of a powerful control system [ 7 ]. They documented that managerial behavior affects the monitoring activities of ownership concentration on firm performance. Ownership can affect the managerial behavioral bias in different ways, for instance, when CEOs of the firm become overconfident for a certain time, the block ownership controlling attention is weakened [ 20 ], and owners trust the internal managers that may damage the performance of the firms in an emerging market where external market control is weak. Overconfidence CEOs have the quality that expresses their behavior up on their company [ 36 ]. In line with this fact, the researcher can predict that the impact of concentrated ownership on firm performance is affected by overconfident managers.

Hypothesis 2c

Managerial overconfidence negatively influences the impact of ownership concentration on firm performance.

Theoretical literature has argued that product market competition forces management to improve firm performance and to make the best decisions for the future. In high competition, managers try their best due to fear of takeover [ 3 ], well-managed firms take over the market from poorly managed firms, and thus, competition helps to build the best management team. In the case of firms operating in the competitive industry, overconfidence CEO has advantages, due to its too simple to motivate overconfident managerial behaviors due to being overconfident managers assume his/her selves better than others. Overconfident CEOs are better at investing for future investments like research and development, so it plays a strategic role in the competition. Englmaier [ 23 ] argues firms in a more competitive industry better hire a manager who strongly believes in better future market outcomes.

Therefore, the following hypothesis was proposed:

Hypothesis 2d

Managerial overconfidence moderates the effect of product market competition on firm performance.

Regarding debt financing, existing empirical evidence shows no specific pattern in the relation of managerial overconfidence and debt finance. Huang et al. [ 38 ] noted that overconfident managers normally overestimate the profitability of investment projects and underestimate the related risks. So, this study believes that firms with overconfident managers will have lower debt. Then, creditors refuse to provide debt finance when firms are facing high liquidity risks. Abdullah [ 1 ] also argues that debt financers may refuse to provide debt when a firm is having a low credit rating. Low credit rating occurs when bankers believe firms are overestimating the investment projects. Therefore, creditors may refuse to provide debt when managers are overconfident, due to under-estimating the related risk which provides a low credit rating.

However, in China, the main source of debt financers for companies is state banks [ 82 ], and most overconfidence CEOs in Chinese firms have political connections [ 96 ] with the state and have a better relationship with external financial institutions and public banks. Hence, overconfident managers have better in accessing debt rather than rational managers in the context of China that leads creditors to allow to follow and influence the firm investments through collecting information about the firm and supervise the firms directly or indirectly. Thus, managerial overconfidence could have a positive influence on relationships between debt finance and firm performance; thus, the following hypothesis is proposed:

Hypothesis 2e

Managerial overconfidence moderates the relationship between debt financing and firm performance.

To explore the impact of CG on firm performance and whether managerial behavior (managerial overconfidence) influences the relationships of CG and firm performance, the following research model framework was developed based on theoretical suggestions and empirical evidence.

Data sources and sample selection

The data for this study required are accessible from different sources of secondary data, namely China Stock Market and Accounting Research (CSMAR) database and firm annual reports. The original data are obtained from the CSMAR, and the data are collected manually to supplement the missing value. CSMAR database is designed and developed by the China Accounting and Financial Research Center (CAFC) of Honk Kong Polytechnic University and by Shenzhen GTA Information Technology Limited company. All listed companies (Shanghai and Shenzhen stock Exchange) financial statements are included in this database from 1990 and 1991, respectively. All financial data, firm profile data, ownership structure, board structure, composition data of listed companies are included in the CSMAR database. The research employed nine consecutive years from 2010 to 2018 that met the condition that financial statements are available from the CSMAR database. This study sample was limited to only listed firms on the stock market, due to hard to access reliable financial and corporate governance data of unlisted firms. All data collected from Chinese listed firms only issued on A shares in domestic stoke market exchange of Shanghai and Shenzhen. The researcher also used only non-financial listed firms’ because financial firms have special regulations. The study sample data were unbalanced panel data for nine consecutive years from 2010 to 2018. To match firms with industries, we require firms with non-missing CSRC top-level industry codes in the CSMAR database. After applying all the above criteria, the study's final observations are 11,634 firm-year observations.

Measurement of variables

Dependent variable.

Firm performance

To measure firm performance, prior studies have been used different proxies, by classifying them into two groups: accounting-based and market-based performance measures. Accordingly, this study measures firm performance in terms of accounting base (return on asset) and market-based measures (Tobin’s Q). The ROA is measured as the ratio of net income or operating benefit before depreciation and provisions to total assets, while Tobin’s Q is measured as the sum of the market value of equity and book value of debt, divided by book value of assets.

Independent Variables

Board independent (bind).

Independent is calculated as the ratio of the number of independent directors divided by the total number of directors on boards. In the case of the Chinese Security Regulatory Commission (2002), independent directors are defined as the “directors who hold no position in the company other than the position of director, and no maintain relation with the listed company and its major shareholders that might prevent them from making objective judgment independently.” In line with this definition, many previous studies used a proportion of independent directors to measure board independence [ 56 , 79 ].

CEO Duality

CEO duality refers to a position where the same person serves the role of chief executive officer of the form and as the chairperson of the board. CEO duality is a dummy variable, which equals 1 if the CEO is also the chairman of the board of directors, and 0 otherwise.

Ownership concentration (OWCON)

The most common way to measure ownership concentration is in terms of the percentage of shareholdings held by shareholders. The percentage of shares is usually calculated as each shareholder’s shareholdings held in the total outstanding shares of a company either by volume or by value in a stock exchange. Thus, the distribution of control power can be measured by calculating the ownership concentration indices, which are used to measure the degree of control or the power of influence in corporations [ 88 ]. These indices are calculated based on the percentages of a number of top shareholders’ shareholdings in a company, usually the top ten or twenty shareholders. Following the previous studies [ 22 ], Wei Hu et al. [ 37 ], ownership concentration is measured through the total percentage of the 10 top block holders' ownership.

Product market competition (PMC)

Previous studies measure it through different methods, such as market concentration, product substitutability and market size. Following the previous work in developed and emerging markets [product substitutability [ 31 , 57 ], the current study measured using proxies of market concentration (Herfindahl–Hirschman Index (HHI)). The market share of every firm is calculated by dividing the firm's net sale by the total net sale of the industry, which is calculated for each industry separately every year. This index measures the degree of concentration by industry. The bigger this index is, the more the concentration and the less the competition in that industry will be, vice versa.

Debt Financing (DF)

The debt financing proxy in this study is measured by the percentage of a total asset over the total debt of the firm following the past studies [ 69 , 95 ].

Interaction variable

Managerial overconfidence (moc).

To measure MOC, several researchers attempt to use different proxies, for instance CEO’s shareholdings [ 61 ] and [ 46 ]; mass media comments [ 11 ], corporate earnings forecast [ 36 ], executive compensation [ 38 ], and managers individual characteristics index [ 53 ]. Among these, the researcher decided to follow a study conducted in emerging markets [ 55 ] and used corporate earnings forecasts as a better indicator of managerial overconfidence. If a company’s actual earnings are lower than the earnings expected by managers, the managers are defined as overconfident with a dummy variable of (1), and as not overconfident (0) otherwise.

Control variables

The study contains three control variables: firm size, firm age, and firm growth opportunities. Firm size is an important component while dealing with firm performance because larger firms have more agency issues and need strong CG. Many studies confirmed that a large firm has a large board of directors, which increases the monitoring costs and affects a firm’s value (Choi et al., 2007). In other ways, large firms are easier to generate funds internally and to gain access to funds from an external source. Therefore, firm size affects the performance of firms. Firm size can be measured in many ways; common measures are market capitalization, revenue volume, number of employments, and size of total assets. In this study, firm size is measured by the logarithm of total assets following a previous study. Firm age is the number of years that a firm has operated; it was calculated from the time that the company first appeared on the Chinese exchange. It indicates how long a firm in the market and indicates firms with long age have long history accumulate experience and this may help them to incur better performance [ 8 ]. Firm age is a measure of a natural logarithm of the number of years listed from the time that company first listed on the Chinese exchange market. Growth opportunity is measured as the ratio of current year sales minus prior year sales divided by prior year sales. Sales growth enhances the capacity utilization rate, which spreads fixed costs over revenue resulting in higher profitability [ 49 ].

Data analysis methods

Empirical model estimations.

Most of the previous corporate governance studies used OLS, FE, or RE estimation methods. However, these estimations are better when the explanatory variables are exogenous. Otherwise, a system generalized moment method (GMM) approach is more efficient and consistent. Arellano and Bond [ 4 ] suggested that system GMM is a better estimation method to address the problem of autocorrelation and unobservable fixed effect problems for the dynamic panel data. Therefore, to test the endogeneity issue in the model, the Durbin–Wu–Hausman test was applied. The result of the Hausman test indicated that the null hypothesis was rejected ( p = 000), so there was an endogeneity problem among the study variables. Therefore, OLS and fixed effects approaches could not provide unbiased estimations, and the GMM model was utilized.

The system GMM is the econometric analysis of dynamic economic relationships in panel data, meaning the economic relationships in which variables adjust over time. Econometric analysis of dynamic panel data means that researchers observe many different individuals over time. A typical characteristic of such dynamic panel data is a large observation, small-time, i.e., that there are many observed individuals, but few observations over time. This is because the bias raised in the dynamic panel model could be small when time becomes large [ 75 ]. GMM is considered more appropriate to estimate panel data because it removes the contamination through an identified finite-sample corrected set of equations, which are robust to panel-specific autocorrelation and heteroscedasticity [ 12 ]. It is also a useful estimation tool to tackle the endogeneity and fixed-effect problems [ 4 ].

A dynamic panel data model is written as follows:

where y it is the current year firm performance, α is representing the constant, y it−1 is the one-year lag performance, i is the individual firms, and t is periods. β is a vector of independent variable. X is the independent variable. The error terms contain two components, the fixed effect μi and idiosyncratic shocks v it .

Accordingly, to test the impact of corporate governance mechanisms on firm performance and influencing role of the overconfident executive on the relationship between corporate governance mechanisms and firm performance, the following base models were used:

ROA / TQ i ,t = α + yROA /TQ i,t−1 + β 1 INDBRD + β 2 DUAL + β 3 OWCON + β 4 DF + β 5 PMC + β 6 MOC + β 7 FSIZE + β 8 FAGE + β 9 SGTH + β 10–14 MOC * (INDBRD, DUAL, OWCON, DF, and PMC) + year dummies + industry Dummies + ή + Ɛ it .

where i and t represent firm i at time t, respectively, α represents the constant, and β 1-9 is the slope of the independent and control variables which reflects a partial or prediction for the value of dependent variable, ή represents the unobserved time-invariant firm effects, and Ɛ it is a random error term.

Descriptive statistics

Descriptive statistics of all variables included in the model are described in Table 1 . Accordingly, the value of ROA ranges from −0.17 to 0.23, and the average value of ROA of the sample is 0.05 (5.4%). Tobin Q’s value ranges from 0.88 to 10.06, with an average value of 2.62. The ratio of the independent board ranges from 0.33 to 0.57. The average value of the independent board of directors’ ratio was 0.374. The proportion of the CEO serving as chairperson of the board is 0.292 or 29.23% over the nine years. Top 10 ownership concentration of the study ranged from 22.59% to 90.3%, and the mean value is 58.71%. Product market competition ranges from 0.85% to 40.5%, with a mean value of 5.63%. The debt financing also has a mean value of 40.5%, with a minimum value of 4.90% and a maximum value of 87%. The mean value of managerial overconfidence is 0.589, which indicates more than 50% of Chinese top managers are overconfident.

The study sample has an average of 22.15 million RMB in total book assets with the smallest firms asset 20 million RMB and the biggest owned 26 million RMB. Study sample average firms’ age was 8.61 years old. The growth opportunities of sample firms have an average value of 9.8%.

Table 2 presents the correlation matrix among variables in the regression analysis in the study. As a basic check for multicollinearity, a correlation of 0.7 or higher in absolute value may indicate a multicollinearity issue [ 32 ]. According to Table 2 results, there is no multicollinearity problem among variables. Additionally, the variance inflation factor (VIF) test also shows all explanatory variables are below the threshold value of 10, [ 32 ] which indicates that no multicollinearity issue exists.

Main results and discussion

Impact of cg on firm performance.

Accordingly, Tables 3 and 4 indicate the results of two-step system GMM employing the xtabond2 command introduced by Roodman [ 75 ]. In this, the two-step system GMM results indicated the CG and performance relationship, with the interaction of managerial overconfidence. One-year lag of performance has been included in the model and two to three periods lagged independent variables were used as an instrument in the dynamic model, to correct for simultaneity, control for the fixed effect, and to tackle the endogeneity problem of independent variables. In this model, all variables are taken as endogenous except control variables.

Tables 3 and 4 report the results of three model specification tests to determine whether an appropriate estimation model was applied. These tests are: 1) the Arellano–Bond test for the first-order (AR (1)) and second-order correlation (AR (2)). This test indicates the result of AR (1) and AR (2) is tested for the first-order and second-order serial correlation in the first-differenced residuals, AR (2) test accepted under the null of no serial correlation. The model results show AR (2) test yields a p-value of 0.511 and 0.334, respectively, for ROA and TQ firm performance measurement, which indicates that the models cannot reject the null hypothesis of no second-order serial correlation. 2) Hansen test over-identification is to detect the validity of the instrument in the models. The Hansen test of over-identification is accepted under the null that all instruments are valid. Tables 3 and 4 indicate the p-value of Hansen test over-identification 0.139 and 0.132 for ROA and TQ measurement of firm performance, respectively, so that these models cannot reject the hypothesis of the validity of instruments. 3) In the difference-in-Hansen test of exogeneity, it is acceptable under the null that instruments used for the equations in levels are exogenous. Table 3 shows p-values of 0.313 and 0.151, respectively, for ROA and TQ. These two models cannot reject the hypothesis that the equations in levels are exogenous.

Tables 3 and 4 report the results of the one-year lag values of ROA and TQ are positive (0.398, 0.658) and significant at less than 1% level. This indicates that the previous year's performance of a Chinese firm has a significant impact on the current firm's performance. This study finding is consistent with the previous studies: Shao [ 79 ], Nguyen [ 66 ] and Wintoki et al. [ 89 ], which considered previous year performance as one of the significant independent variables in the case of corporate governance mechanisms and firm performance relationships.

The results indicate board independence has no relation with firm performance measured by ROA and TQ. However, hypothesis 1 indicated that there is a positive and significant relationship between independent board and firm performance, which is not supported. The results are conflicting with the assumption that high independent board on board room should better supervise managers, alleviate the information asymmetry between agents and owners, and improve the firm performance by their proficiency. This result is consistent with several previous studies [ 56 , 79 ], which confirms no relation between board independence and firm performance.

This result is consistent with the argument that those outside directors are inefficient because of the lack of enough information concerning the daily activities of internal managers. Specifically, Chinese listed companies may simply include the minimum number of independent directors on board to fulfill the institutional requirement and that independent boards are only obligatory and fail to perform their responsibilities [ 56 , 79 ]. In this study sample, the average of independent board of all firms included in this study has only 37 percent, and this is one of concurrent evidence as to the independent board in Chinese listed firm simple assigned to fulfill the institutional obligation of one-third ratio.

CEO duality has a negative significant relationship with firm performance measured by TQ ( β = 0.103, p < 0.000), but has no significant relationship with accounting-based firm performance (ROA). Therefore, this result supports our hypothesis 2, which proposed there is a negative relationship between dual leadership and firm performance. This finding is also in line with the agency theory assumption that suggests CEO duality could reduce the board’s effectiveness of its monitoring functions, leading to further agency problems and ultimately leads poor firm performance [ 41 , 83 ]. This finding consistent with prior studies [ 15 , 56 ] that indicated a negative relationship between CEO dual and firm performance, against to this result the studies [ 70 ] and [ 15 ] found that duality positively related to firm performance.

Hypothesis 3 is supported, which proposes there is a positive relationship between ownership concentration and firm performance. Table 3 result shows that there is a positive and significant relationship between the top ten concentrated ownership and ROA and TQ (0.00046 & 0.06) at 1% and 5% significance level, respectively. These findings are consistent with agency theory, which suggests that the shareholders who hold large ownership alleviate agency costs and information problems, monitor managers effectively, consequently enhance firm performance [ 81 ]. This finding is in line with Wu and Cui [ 90 ], and Pant et al. [ 69 ]. Concentrated shareholders have a strong encouragement to watch strictly over management, making sure that management does not engage in activities that are damaging to the wealth of shareholders [ 80 ].

The result indicated in Table 3 PMC and firm performance (ROA) relationship was positive, but statistically insignificant. However, PMC has positive ( β = 2.777) and significant relationships with TQ’s at 1% significance level. Therefore, this result does not support hypothesis 4, which predicts product market competition has a positive relationship with firm performance in Chinese listed firms. In this study, PMC is measured by the percentage of market concentration, and a highly concentrated product market means less competition. Though this finding shows high product market concentration positively contributed to market-based firm performance, this result is consistent with the previous study; Liu et al. [ 57 ] reported high product market competition associated with poor firm performance measured by TQ in Chinese listed firms. The study finding is against the theoretical model argument that competition in product markets is a powerful force for overcoming the agency problem between shareholders and managers, and enhances better firm performance (Scharfstein and [ 78 ]).

Regarding debt finance and firm performance relationship, the impact of debt finance was found to be negative on both firm performances as expected. Thus, this hypothesis is supported. Table 3 shows a negative relationship with both firm performance measurements (0.059 and 0.712) at 1% and 5% significance level. Thus, hypothesis 5, which predicts a negative relationship between debt financing and firm performance, has been supported. This finding is consistent with studies ([ 86 ]; Pant et al., [ 69 ]; [ 77 , 82 ]) that noted that debt financing has a negative effect on firm values.

This could be explained by the fact that as debt financing increases in external loans, the size of managerial perks and free cash flows increase and corporate efficiency decrease. In another way, because the main source of debt financers is state-owned banks for Chinese listed firms, these banks are mostly governed by the government, and meanwhile, the government as the owner has multiple objectives such as social welfare and some national issues. Therefore, debt financing fails to play its governance role in Chinese listed firms.

Regarding control variables, firm age has a positive and significant relationship with both TQ and ROA. This finding supported by the notion indicates firms with long age have long history accumulate experience, and this may help them to incur better performance (Boone et al. [ 8 ]). Firm size has a significant positive relationship with firm performance ROA and negative significant relation with TQ. The positive result supported the suggestion that large firms get a higher market valuation from the markets, while the negative finding indicates large firms are more complex; they may have several agency problems and need additional monitoring, which results in higher operating costs [ 84 ]. Growth opportunity was found to be in positive and significant association with ROA; this indicates that a firm high growth opportunity can increase its performance.

Influences of managerial overconfidence in the relationship between CG measures and firm performance

It predicts that managerial overconfidence negatively influences the relationship of independent board and firm performance. The study findings indicate a negative significant influence of managerial overconfidence when the firm is measure by Tobin’s Q ( β = −4.624, p < 0.10), but a negative relationship is insignificant when the firm is measured by ROA. Therefore, hypothesis 2a is supported when firm value is measured by TQ. This indicates that the independent directors in Chinese firms are not strong enough to monitor internal CEOs properly, due to most Chinese firms merely include the minimum number of independent directors on a board to meet the institutional requirement and that independent directors on boards are only perfunctory. Therefore, the impact of independent board on internal directors is very weak, in this situation overconfident CEO becoming more powerful than others, and they can enact their own will and avoid compromises with the external board or independent board. In another way, the weakness of independent board monitoring ability allows CEOs overconfident that may damage firm value.

The interaction of managerial overconfidence and CEO duality has a significant negative effect on operational firm performance (0.0202, p > 0.05) and a negative insignificant effect on TQ. Thus, Hypothesis 2b predicts that the existence of overconfident managers strengthens the negative relationships of dual leadership and firm performance has been supported. This finding indicates the negative effect of CEO duality amplified when interacting with overconfident CEOs. According to Legendre et al. [ 51 ], argument misbehaviors of chief executive officers affect the effectiveness of external directors and strengthen the internal CEO's power. When the CEOs are getting more powerful, boards will be inefficient and this situation will result in poor performance, due to high agency problems created between managers and ownerships.

Hypothesis 2c is supported

It predicts the managerial overconfidence decreases the positive impact of ownership concentration on firm performance. The results of Tables 3 and 4 indicated that the interaction effect of managerial overconfidence with concentrated ownership has a negative significant impact on both ROA and TQ firm performance (0.000404 and 0.0156, respectively). This finding is supported by the suggestion that CEO overconfidence weakens the monitoring and controlling role of concentrated shareholders. This finding is explained by the fact that when CEOs of the firm become overconfident for a certain time, the concentrated ownership controlling attention is weakened [ 20 ], owners trust the internal managers that may damage the performance of the firms in an emerging market where external market control is weak. Overconfident managers gain much more power than rational managers that they are able to use the firm to further their own interests rather than the interests of shareholders and managerial overconfidence is a behavioral biased that managers follow to meet their goals and reduce the wealth of shareholders. This situation resulted in increasing agency costs in the firm and damages the firm profitability over time.

It predicts that managerial overconfidence moderates the relation of product market competition and firm performance. However, the result indicated there is no significant moderating role of managerial overconfidence in the relationship between product market competition and firm performance in Chinese listed firms.

It proposed that overconfidence managers moderate the relationship of debt financing and performance in Chinese listed firm: The study finding is unobvious; it negatively influenced the relation of debt financing with accounting-based firm performance measure ( β = −0.059, p < 0.01) and positively significant market base firm performance ( β = 0.735, p < 0.05). The negative interaction results could be explained by the fact that overconfident leads managers to have lower debt due to overestimate the profitability of investment projects and underestimate the related risks. This finding is consistent with [ 38 ] finding that overconfident CEOs have lower debt, because of overestimating the investment projects. In another perspective, the result indicated a positive moderating role of overconfidence managers in the relationship of debt financing and market-based firm performance. This result is also supported by the suggestion that overconfident managers have better in accessing debt rather than rational managers in the context of China because in Chinese listed firms most of the senior CEOs have a better connection with the external finance institutions and state banks to access debt, due to their political participation than rational managers.

The main objectives of the study were to examine the impact of basic corporate governance mechanisms on firm performance and to explore the influence of managerial overconfidence on the relationship of CGMs and firm performance using Chinese listed firms. The study incorporated different important internal and external corporate governance control mechanisms that can affect firm performance, based on different theoretical assumptions and literature. To address these objectives, many hypotheses were developed and explained by a proposing multi-theoretical approach.

The study makes several important contributions to the literature. While several kinds of research have been conducted on the relationships of corporate governance and firm performance, the study basically extends previous researches based on panel data of emerging markets. Several studies have investigated in developed economies. Thus, this study contributed to the emerging market by providing comprehensive empirical evidence to the corporate governance literature using unique characteristics of Chinese publicity listed firms covering nine years (2010–2018). The study also extends the developing stream of corporate governance and firm performance literature in emerging economies that most studies in emerging (Chinese) listed companies give less attention to the external governance mechanisms. External corporate governance mechanisms like product market competition and debt financing are limited from emerging market CG literature; therefore, this study provided comprehensive empirical evidence.

Furthermore, this study briefly indicated how managerial behavioral bias can influence the monitoring, controlling, and corporate decisions of corporate firms in Chinese listed firms. Therefore, as to the best knowledge of the researcher, no study investigated the interaction effect of managerial overconfidence and CG measures to influence firm performance. Thus, the current study provides an insight into how a managerial behavioral bias (overconfidence) influences/moderates the relationship between corporate governance mechanisms and firm performance, in an emerging market. Hence, the study will help managers and owners in which situation managerial behavior helps more for firm’s value and protecting shareholders' wealth (Fig. 1 ).

Generally, the previous findings also support the current study's overall findings: Phua et al. [ 71 ] concluded that managerial overconfidence can significantly affect corporate activities and outcomes. Russo and Schoemaker [ 76 ] found that there is opposite relationship between overconfidence managers and quality of decision making, because overconfident behavioral bias reduces the ability to make a rational decision. Therefore, the primary conclusion of the study is that it attempts to understand the strength of the effect of corporate governance mechanisms on firm performance, and managerial behavioral bias must be taken into consideration as one of the influential moderators.

Proposed research model framework

Availability of data and material

I declare that all data and materials are available.

Abbreviations

China accounting and finance center

Chief executive officer

Corporate governance

Corporate governance mechanisms

China Stock Market and Accounting Research

China Securities Regulatory Commission

Generalized method of moments

Managerial overconfidence

Research and development

Return on asset

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Guluma, T.F. The impact of corporate governance measures on firm performance: the influences of managerial overconfidence. Futur Bus J 7 , 50 (2021). https://doi.org/10.1186/s43093-021-00093-6

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DOI : https://doi.org/10.1186/s43093-021-00093-6

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Corporate governance and sustainability: a review of the existing literature

Published: 03 January 2021
Volume 26 , pages 55–74, ( 2022 )

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Valeria Naciti 1 ,
Fabrizio Cesaroni ORCID: orcid.org/0000-0002-2345-6225 1 &
Luisa Pulejo 1

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Over the last 2 decades, the literature on corporate governance and sustainability has increased substantially. In this study, we analyze 468 research studies published between 1999 and 2019 by employing three clustering analysis visualization techniques, namely keyword network clustering, co-citation network clustering, and overlay visualization. In addition, we provide a brief review of each cluster. We find that the number of published items that fall under our search criteria has grown over the years, having surged at various times including 2014. We identified three main thematic clusters, which we have called (1) corporate social responsibility and reporting, (2) corporate governance strategies, and (3) board composition. The weighted average years that major keywords appear in the literature published over the last 2 decades fall into a period of 4 years between 2014 and 2017. This is due to the massive increase in the number of publications on corporate governance and sustainability in recent years. By means of chronological analysis, we observe a transition from more abstract concepts—such as ‘society,’ ‘ethics,’ and ‘responsibility’—to more tangible and actionable terms such as ‘female director,’ ‘board size,’ and ‘independent director.’ Our review suggests that corporate governance and sustainability literature is evolving from quite a conceptual approach to rather more strategic and practical studies, while its theoretical roots can be traced back to a number of foundational studies in stakeholder theory, agency theory and socio-political theories of voluntary disclosure.

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Uncovering the sustainability reporting: bibliometric analysis and future research directions

Thirty years of sustainability reporting research: a scientometric analysis

A bibliometric review of bibliometric reviews of corporate governance: current topics and recommendations for future research

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Naciti, V., Cesaroni, F. & Pulejo, L. Corporate governance and sustainability: a review of the existing literature. J Manag Gov 26 , 55–74 (2022). https://doi.org/10.1007/s10997-020-09554-6

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Accepted : 26 November 2020

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Issue Date : March 2022

DOI : https://doi.org/10.1007/s10997-020-09554-6

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99 Corporate Governance and Accounting Dissertation Topics

Table of Contents

What is a Corporate Governance and Accounting Dissertation?

A Corporate Governance and Accounting Dissertation is a long research paper that students write to earn a degree in accounting or business . It focuses on how companies are managed and how they keep track of their money.

In this dissertation, students study how companies follow rules, make decisions, and handle finances. The goal is to find ways to improve the way businesses work and ensure they are honest and fair.

Why are Corporate Governance and Accounting Dissertation Topics Important?

Corporate Governance and Accounting Dissertation Topics are very important because they help us understand how companies operate. When companies follow good governance practices, they are more likely to be successful and trustworthy. This is crucial for investors, customers, and employees.

Also, by researching these topics, students can discover new ways to improve how businesses manage their money and make decisions. This research can lead to better rules and practices that benefit everyone involved with the company.

Writing Tips for Corporate Governance and Accounting Dissertation

Corporate Governance and Accounting Dissertation Topics

Writing a Corporate Governance and Accounting Dissertation can be challenging, but here are some tips to help you:

Choose the Right Topic : Pick a topic that interests you and has plenty of research material available. This will make your writing process easier and more enjoyable.
Do Thorough Research : Gather information from reliable sources like books, journals, and articles. Make sure you understand the key concepts of corporate governance and accounting before you start writing.
Create an Outline : Plan your dissertation by making an outline. Include all the main sections like introduction, literature review, methodology, results, and conclusion. This will help you stay organized.
Write Clearly : Use simple language and short sentences. Avoid using complicated words. Your goal is to make your ideas easy to understand.
Cite Your Sources : Always give credit to the authors of the materials you use in your research. This will prevent plagiarism and show that you have done your homework.
Proofread : After writing, check your work for spelling and grammar mistakes. You can also ask someone else to read it and give feedback.

List of Top 99 Corporate Governance and Accounting Dissertation Topics

Here are some Corporate Governance Topics and Corporate Accounting Topics you can use for your dissertation:

The Role of the Board of Directors in Corporate Governance
Impact of Corporate Governance on Company Performance
Corporate Governance and Ethical Practices in Business
The Relationship Between Corporate Governance and Financial Reporting
Corporate Governance and Risk Management in Banks
The Effect of Corporate Governance on Stock Prices
Corporate Governance in Family-Owned Businesses
The Role of Auditors in Corporate Governance
Corporate Governance in Emerging Markets
Corporate Governance and Corporate Social Responsibility
Gender Diversity on Boards and Its Impact on Corporate Governance
The Role of Shareholders in Corporate Governance
Corporate Governance and Executive Compensation
Corporate Governance and Fraud Prevention
The Impact of Corporate Governance on Mergers and Acquisitions
Corporate Governance and Sustainability Reporting
The Influence of Corporate Governance on Business Ethics
The Role of Internal Controls in Corporate Governance
Corporate Governance in Non-Profit Organizations
The Impact of Globalization on Corporate Governance
The Role of Corporate Governance in Preventing Financial Crises
The Relationship Between Corporate Governance and Tax Avoidance
The Role of Transparency in Corporate Governance
Corporate Governance and Minority Shareholders’ Rights
Corporate Governance and the Role of Institutional Investors
The Impact of Corporate Governance on Employee Satisfaction
Corporate Governance and Financial Restatements
Corporate Governance in Public Sector Organizations
The Role of Corporate Governance in Protecting Stakeholders
Corporate Governance and Strategic Decision Making
The Effectiveness of Corporate Governance Codes
The Role of Corporate Governance in Enhancing Corporate Reputation
Corporate Governance and Dividend Policy
Corporate Governance and Financial Performance in SMEs
The Role of Corporate Governance in Preventing Corporate Scandals
Corporate Governance and Earnings Management
The Impact of Corporate Governance on Corporate Culture
Corporate Governance and the Role of CEO Duality
Corporate Governance and Financial Disclosure Practices
The Role of Corporate Governance in Managing Corporate Risk
Corporate Governance and Employee Participation
Corporate Governance and the Role of Ethics Committees
Corporate Governance and Investor Protection
Corporate Governance and Accounting Standards
The Role of Corporate Governance in Promoting Innovation
Corporate Governance and Capital Structure Decisions
The Impact of Corporate Governance on Market Value
Corporate Governance and the Role of Credit Rating Agencies
Corporate Governance in the Context of Corporate Failures
The Role of Corporate Governance in Enhancing Business Performance
Corporate Governance and Compliance with Legal Requirements
The Relationship Between Corporate Governance and Corporate Strategy
Corporate Governance and Environmental Accounting
The Impact of Corporate Governance on Financial Transparency
Corporate Governance and Management Accountability
The Role of Corporate Governance in Enhancing Organizational Effectiveness
Corporate Governance and the Role of Government Regulations
Corporate Governance and Ethical Leadership
The Impact of Corporate Governance on Corporate Philanthropy
Corporate Governance and the Role of Stakeholder Engagement
Corporate Governance and the Impact of Technological Advances
Corporate Governance in the Context of Global Financial Crisis
The Role of Corporate Governance in Promoting Ethical Decision Making
Corporate Governance and the Role of Independent Directors
Corporate Governance and the Relationship Between Ownership Structure and Firm Performance
The Impact of Corporate Governance on Internal Audit Effectiveness
Corporate Governance and the Role of Corporate Communication
Corporate Governance and the Impact of Corporate Governance Ratings
Corporate Governance and the Influence of Corporate Governance Consultants
Corporate Governance and the Role of Corporate Governance Rating Agencies
Corporate Governance and the Impact of Ownership Concentration on Firm Performance
The Role of Corporate Governance in Shaping Corporate Culture
Corporate Governance and the Role of Ethics in Decision Making
Corporate Governance and the Role of Board Committees
Corporate Governance and the Impact of Corporate Governance Failures
Corporate Governance and the Influence of Board Diversity
Corporate Governance and the Role of Institutional Shareholders
Corporate Governance and the Role of Corporate Governance in Enhancing Corporate Accountability
Corporate Governance and the Impact of Corporate Governance on Financial Reporting Quality
Corporate Governance and the Role of Corporate Governance in Promoting Corporate Social Responsibility
Corporate Governance and the Influence of Corporate Governance on Firm Value
Corporate Governance and the Role of Corporate Governance in Preventing Corporate Fraud
Corporate Governance and the Impact of Corporate Governance on Investor Confidence
Corporate Governance and the Role of Corporate Governance in Promoting Financial Stability
Corporate Governance and the Influence of Corporate Governance on Corporate Governance Codes
Corporate Governance and the Role of Corporate Governance in Enhancing Corporate Governance Practices
Corporate Governance and the Impact of Corporate Governance on Corporate Financial Performance
Corporate Governance and the Role of Corporate Governance in Enhancing Corporate Governance Standards
Corporate Governance and the Influence of Corporate Governance on Corporate Governance Reforms
Corporate Governance and the Role of Corporate Governance in Promoting Corporate Governance Best Practices
Corporate Governance and the Impact of Corporate Governance on Corporate Governance Ratings
Corporate Governance and the Role of Corporate Governance in Enhancing Corporate Governance Mechanisms
Corporate Governance and the Influence of Corporate Governance on Corporate Governance Systems
Corporate Governance and the Role of Corporate Governance in Promoting Corporate Governance Policies
Corporate Governance and the Impact of Corporate Governance on Corporate Governance Strategies
Corporate Governance and the Role of Corporate Governance in Enhancing Corporate Governance Structures
Corporate Governance and the Influence of Corporate Governance on Corporate Governance Regulations
Corporate Governance and the Role of Corporate Governance in Promoting Corporate Governance Frameworks
Corporate Governance and the Impact of Corporate Governance on Corporate Governance Processes

Writing a Corporate Governance and Accounting Dissertation can be a rewarding experience. By choosing the right topic and following the tips provided, you can produce a well-researched and insightful dissertation.

Whether you’re interested in Corporate Governance Topics or Corporate Accounting Topics , the key is to stay focused, do thorough research, and write clearly. This will not only help you succeed academically but also contribute valuable knowledge to the field of corporate governance and accounting.

1. What is the purpose of a Corporate Governance and Accounting Dissertation?

The purpose is to explore how companies are managed and how they keep track of their money, aiming to improve business practices and ensure fairness.

2. How do I choose a good topic for my dissertation?

Choose a topic that interests you and has plenty of research material available. This will make your writing process easier.

3. Why is corporate governance important?

Corporate governance ensures that companies are managed well and are accountable, which is crucial for their success and trustworthiness.

4. Can I include both corporate governance and accounting in my dissertation?

Yes, many dissertations combine both topics to explore how governance affects financial practices and vice versa.

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Quality of Corporate Governance and Financial Performance: An Empirical Analysis [MS Thesis]

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Cooperate Governance Dissertation Topics

Published by Owen Ingram at January 4th, 2023 , Revised On July 18, 2024

Your dissertation may seem daunting if you do not pace yourself. Getting started on it as soon as possible is the best thing you can do. Research and writing will take more time if your paper is better. Your corporate governance dissertation could give you trouble if you have picked the wrong topic.

You will have an easier time completing the dissertation assignment if you choose something intriguing and novel instead of a boring topic that does not attract the attention of your audience.

All forms of commercial relationships and management strategies are included in the concept of corporate governance. There are many other specialised topics that can be explored in your dissertation on corporate governance, including leadership, manager-employee interactions, business ethics, corporate strategy, firm profitability, and performance.

Check our free example dissertations and free business and business management dissertation examples to get an idea of how to structure your dissertation.

List of Cooperate Governance Dissertation Topics

The applicability of sound corporate governance principles in family control and concentrated ownership
Practices of corporate governance, business performance, and risk? Are these connected?
Disclosures about market risk and corporate structure
How and why is an impartial audit important?
What factors affect the amount and quality of CSR?
Usefulness to individual investors of yearly reports.
Can board diversity affect how information is disclosed?
How does the mandated disclosure of derivatives affect CEO pay and earnings smoothing?
Earnings management and implementing IRFS
Corporate governance and Islamic Financial Services Board Standard
Risk, risk management, and internal control disclosure in financial analysts’ eyes
Does culture matter when it comes to the role of ethnic directors in corporate social responsibility?
List the main corporate governance business principles.
A new ownership structure and model are essential for enhancing company performance.
What are a country’s key causes of the global recession? Describe how corporate governance fits into this process.
What effects do the current corporate governance practices have on the internal relationships between managers and employees within the company?
Dependencies between popular management philosophies and current corporate governance procedures
Current ownership structure models affect a company’s ability to succeed on the corporate level.
Effective use of corporate governance procedures in banks. What are the phenomenon’s causes? How might the circumstances change in the future?
European and American corporate governance rules. How are the laws different? Which laws are more efficient?
The main cause of the global crisis and how corporate governance affected it
Does corporate strategy in publicly traded companies increase profitability?
The balanced scorecard’s function in the contemporary corporate strategies of law firms
How is corporate governance useful in preventing economic crises?
Corporate governance and business ethics. How are the problems connected?
A comprehensive perspective on the best corporate governance techniques in the developing world
A thorough examination of good corporate governance practices and the justification for them
Corporate governance effectiveness in state-owned businesses, Examine and contrast statistical data from various state-owned businesses.
How do current corporate governance practices affect managerial styles?
Corporate governance’s effect on profits in African markets

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LL.M CORPORATE GOVERNANCE AND LAW DISSERTATION

This dissertation examined the question ‘Has section 172 (“s172”) of the UK’s Companies Act (“CA”) 2006 created an effective set of directors’ duties’? Prior to the advent of s172 CA 2006, there was no statutory form of direction concerning directors’ duties and obligations. However, with the intervention of s172, the pressure to take other stakeholders into consideration in the management of corporate affairs is now recognized . Therefore, the essence of this research was to examine whether the law has adequately reflected a shift from the previous common law position, which favored shareholder primacy to a more inclusive approach .

Related Papers

Professor Kato Gogo Kingston, PhD.

Angus Young

Directors of listed entities in the United Kingdom are about to face greater demands from recent discussions on corporate governance reforms, in particular compliance with the obligations in section 172 of the Companies Act 2006. This article argues that leadership in a multistakeholder regime has become more important than ever.

Academia Letters

Ravi Ranjan Singh

Corporate Board: role, duties and composition

It is suggested in the paper that section 176 is too compendious in its drafting. A consequence of this is that the declared objectives of the CLR to make the law comprehensible and, therefore, accessible is undermined. It fails to capture the essence of the principles that have emerged from the case law on the no-conflicts rule and the corporate opportunity. Further, the differing approaches towards the determination of liability by the Court of Appeal in Bhullar, on the one hand, and the more open textured approach towards the issue in Pyke, illustrates the dichotomy of the case law surrounding the corporate opportunity doctrine which the language of section 176 fails to resolve.

Osgoode Hall Law Journal

Sean Vanderpol

Gary Tarafder

System of corporate governance in the economic environment is considered as a modern structure that covers various Science and involves multidisciplinary. Corporate Governance is concerned with the scope of various groups including majority and minority of shareholders, board of director and etc. The board of directors of a company is responsible for monitoring progress. Each director has a duty to act, in the best interests of the company. But there may be conflict between personal interests of director and interests of the manager who is responsible for managing it or does not comply with the company's interests. In this article we will examine the civil and criminal sanction of director's authority.

SSRN Electronic Journal

Shann Turnbull

Kris Panijpan

Business Law Review

On the 10th September last year, the Law Commission published its eagerly awaited consultation paper entitled Company Directors: Regulating Conflicts of Interests and Formulating a Statement of Duties (Law Com Consultation Paper No. 153). The paper addressed two burning issues in the area of corporate governance, namely the future of Part X of the Companies Act 1985 and the desirability and content of a statutory statement of directors’ duties. This article concentrates on the latter issue, specifically the issue of whether the duty should be subjective, objective or a combination of the two.

Social Science Research Network

Howard Gospel

Since the early 1990s, the UK has been very active in undertaking policy reforms that includes a number of corporate governance codes, expert reports, a high level review of company law, and new regulations and legislation. These policy initiatives need to be monitored and evaluated in terms oftheir success in influencing the key drivers of 'good' corporate governance. This Report undertaken for the DTI has several aims: to identify key drivers of good corporate governance based on a review of social science literature; to describe the content of UK regulatory initiatives with regard to those drivers; and to evaluate gaps in the content and implementation of UK policy regarding corporate governance, using those drivers as benchmarks. In addition, some further implications of this study are discussed for future policy and research on UK corporate governance. The Report defines 'good' corporate governance with regard to the rights and responsibilities of company stakeh...

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Shodhganga : a reservoir of Indian theses @ INFLIBNET

Shodhganga@INFLIBNET
Indira Gandhi Institute of Development Research

Title:	Essays on corporate governance in India
Researcher:	Selarka, Ekta
Guide(s):
Keywords:	Economics Economics and Business Social Sciences
University:	Indira Gandhi Institute of Development Research
Completed Date:	2008
Abstract:	India has undertaken a series of institutional and policy reforms to attract foreign investment and increase competition among Indian companies. In this context, a large number of corporate governance reforms have been initiated to strengthen internal governance mechanisms as well as facilitate external governance mechanisms like the market for corporate control. This thesis aims to contribute to the existing literature on corporate governance by presenting three essays on the relationship between governance mechanisms and firm performance by analyzing publicly traded companies in India. newlineThe first essay addresses the relationship between ownership concentration and firm value by investigating the effects of insider and outsider ownerships. It also attempts to see if outside investors coordinate among themselves to utilize their increased blockholdings. The study finds a significant U shaped curvilinear relationship between firm value and the fraction of voting rights owned by insiders. The curve slopes downward until the insider ownership reaches approximately between 45% and 63% respectively for business group and standalone companies and then slopes upward. Empirical results on ownership concentration by outside blockholders do not support the monitoring hypothesis by these investors. Furthermore, the coordinated behavior of largest two outside blockholders has value increasing (decreasing) impact on firm value when the collective control is located in the lower (higher) range. Coordination problem further exacerbates if the largest two outsiders are private corporate bodies. newlineThe second essay examines the role of mergers and acquisitions on value creation for minority shareholders by estimating performance of acquiring firms. The literature is divided in its opinion about the impact of concentration of ownership on firm performance. On the one hand, concentration of ownership that, in turn, concentrates management control in the hands of a strategic investor eliminates agency problems associated with dispersed
Pagination:	xvi, 142p
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How Companies Can Take a Global Approach to AI Ethics

Swanand Deodhar,
Favour Borokini,

Ideas about right and wrong can differ from one cultural context to the next. Corporate AI governance must reflect this.

Many efforts to build an AI ethics program miss an important fact: ethics differ from one cultural context to the next. Ideas about right and wrong in one culture may not translate to a fundamentally different context, and even when there is alignment, there may well be important differences in the ethical reasoning at work — cultural norms, religious tradition, etc. — that need to be taken into account. Because AI and related data regulations are rarely uniform across geographies, compliance can be difficult. To address this problem, companies need to develop a contextual global AI ethics model that prioritizes collaboration with local teams and stakeholders and devolves decision-making authority to those local teams. This is particularly necessary if their operations span several geographies.

Getting the AI ethics policy right is a high-stakes affair for an organization. Well-published instances of gender biases in hiring algorithms or job search results may diminish the company’s reputation, pit the company against regulations , and even attract hefty government fines . Sensing such threats, organizations are increasingly creating dedicated structures and processes to inculcate AI ethics proactively. Some companies have moved further along this road, creating institutional frameworks for AI ethics .

SD Swanand Deodhar is an associate professor at the Indian Institute of Management Ahmedabad. His engaged research in topics such as digital platforms and digital transformation is rooted in deep collaboration with practice. His work has appeared in journals of global repute and reference, such as MIS Quarterly , Information Systems Research , and Journal of International Business . You can follow him on LinkedIn .
FB Favour Borokini is a PhD student with the Horizon Centre for Doctoral Training, hosted at the Faculty of Computer Science at the University of Nottingham. Her research interest is in the ethical framework that addresses harm in immersive environments. She holds a Law degree from the University of Benin, Nigeria, and is a member of the Nigerian bar. She has successfully leveraged her legal background to investigate issues such as the impact of technology on human rights, particularly women’s rights, the impact of AI on African women, and the experiences of African women working in AI across various sectors.
Ben Waber is a visiting scientist at the MIT Media Lab and a senior visiting researcher at Ritsumeikan University. His research and commercial work is focused on the relationship between management, AI, and organizational outcomes. He is also the author of the book People Analytics . Follow him on Mastodon: @[email protected].

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Corporate Governance Exemptions Available to Japanese Companies Seeking to List on Nasdaq

The United Stated Securities and Exchange Commission (SEC) and the stock exchanges, including the Nasdaq Stock Market, impose various corporate governance requirements for all U.S. domestic companies listing on a U.S. stock exchange. For example, a company listing on Nasdaq is generally required to have a majority of independent directors on its board of directors, an audit committee consisting solely of independent directors who also satisfy the SEC’s independence requirements for audit committee members, a compensation committee of at least two members consisting solely of independent directors and director nominees selected or recommended by independent directors or a nominating committee. However, companies that qualify as “foreign private issuers” benefit from certain exemptions to these requirements.

Foreign Private Issuers

According to Rule 3b-4 under the Securities Exchange Act of 1934, the term “foreign private issuer” generally includes any foreign company, except where more than 50% of the company’s outstanding voting securities are held by U.S. residents and: (i) the majority of the executive officers or directors are U.S. citizens or residents; (ii) more than 50% of the assets of the company are located in the U.S.; or (iii) the company’s business is administered principally in the U.S.

A foreign private issuer listing on Nasdaq may voluntarily follow all listing requirements of domestic U.S. companies, but is permitted to take advantage of various exemptions to Nasdaq’s corporate governance requirements.

As a general rule, a foreign private issuer may follow its home country practices in place of Nasdaq’s corporate governance requirements. However, there are certain corporate governance requirements the company must follow.

Independent Directors

As a general rule, a U.S. domestic issuer listing on Nasdaq must have a board of directors composed of a majority of independent directors. Nasdaq's Corporate Governance Requirements define an independent director as “a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.”

Pursuant to Nasdaq’s Corporate Governance Requirements, the following persons are not considered independent:

A director who is, or at any time during the past three years was, employed by the company.
A director who accepted, or who has a family member who accepted, any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence, other than the following: (a) compensation for board or board committee service; (b) compensation paid to a family member who is an employee (other than an executive officer) of the company; or (c) benefits under a tax-qualified retirement plan, or nondiscretionary compensation.

For purposes of this rule, family member means a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

A foreign private issuer may instead follow home country practices in lieu of this majority independent director requirement (unless required for purposes of an Audit Committee, as described in more detail below). Pursuant to the Companies Act of Japan (Act No. 86 of 2005), there is no specific requirement for a Japanese corporation to have independent directors. Appointing independent directors under Nasdaq and SEC rules, even if not a majority of the board, would be seen positively by the market and Nasdaq for purposes of maintaining appropriate corporate governance for a Nasdaq listed company, however. Further, pursuant to the Companies Act, if a Japanese corporation selects an Audit and Supervisory Committee, the majority of the board of directors must be “outside directors.” In general, an outside director would meet the independence standards of the SEC and Nasdaq due to similar requirements under Japanese law.

Audit Committee

Nasdaq Requirements

As a general rule, a U.S. domestic company listing on Nasdaq must have an audit committee of at least three members who meet strict independence standards. The role of the audit committee is primarily to act as independent oversight of the company’s financial reporting, including the internal control over financial reporting and the external, independent audit process.

With regard to the oversight function, typically the responsibility of a U.S. company’s audit committee, a foreign private issuer may either establish a U.S.-style audit committee or have a board of auditors (or similar body) or statutory auditors complying with the requirements of Section 10A-3 of the Securities Exchange Act of 1934. Historically, because of the availability of a “Board of Corporate Auditors” or an “Audit and Supervisory Committee” consistent with Japanese law, and the detailed requirements for a U.S.-style audit committee, it has been very uncommon for Japanese companies to elect to establish a U.S.-style audit committee.

Generally, a foreign private issuer may elect to have either a board of auditors (or similar body) or statutory auditors if:

The board or body, or statutory auditors, is established and selected pursuant to home country legal or listing provisions expressly requiring or permitting such a board or body, or statutory auditors.
The board or body, or statutory auditors, is required under home country legal or listing requirements to be either separate from the board of directors or composed of one or more members of the board of directors and one or more members who are not also members of the board of directors.
The board or body, or statutory auditors, is not elected by management of the company, and no executive officer of the company is a member of such board or body, or statutory auditors.
Home country legal or listing provisions specify standards for the independence of the board or body, or statutory auditors, from the foreign private issuer or its management.
The board or body, or statutory auditors, in accordance with any applicable home country legal or listing requirements or the company’s governing documents, is responsible, to the extent permitted by law, for the appointment, retention and oversight of the work of any registered public accounting firm engaged (including, to the extent permitted by law, the resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the company.

To the extent permitted by home country law, the board or body, or statutory auditors, must also establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters; and for the confidential, anonymous submission by employees of the listed company of concerns regarding questionable accounting or auditing matters.

Additionally, to the extent permitted by law, the board or body, or statutory auditors, must have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties. Finally, the company must provide for appropriate funding, as determined by the board or body, or statutory auditors, for payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services for the company; compensation to any independent counsel and other advisers engaged by the board or body, or statutory auditors; and ordinary administrative expenses of the board or body, or statutory auditors, that are necessary or appropriate in carrying out its duties.

Japanese Law Application

Typically, both a Board of Corporate Auditors and an Audit and Supervisory Committee satisfy the U.S. legal requirements above. The Companies Act sets forth the various requirements related to the establishment and selection of Boards of Corporate Auditors and Audit and Supervisory Committees, which are established by a shareholders meeting approving articles of incorporation setting forth the requirement of the Japanese corporation to establish these bodies.

The Board of Corporate Auditors must be comprised of three or more corporate auditors, and at least half of them must be outside corporate auditors. Similarly, the Audit and Supervisory Committee must be comprised of three or more directors, and a majority of them must be outside directors. Corporate auditors, who comprise the membership of a Board of Corporate Auditors, and directors, who comprise the Audit and Supervisory Committee, are elected at a shareholders meeting.

Although a Japanese corporation may elect to have only one corporate auditor, without a Board of Corporate Auditors or an Audit and Supervisory Committee, doing so would not be considered appropriate corporate governance for a listed company in the U.S. as a matter of market expectations, in light of the availability of a Board of Corporate Auditors or an Audit and Supervisory Committee under Japanese law. Further, under Japanese law, a “large company,” which is defined as a company with stated capital of 500 million yen or more, or liabilities of 20 billion yen or more, must generally have a Board of Corporate Auditors if it does not have an Audit and Supervisory Committee. From a practical standpoint, companies listing on Nasdaq are highly likely to fall into the category of large companies. The overwhelming majority of Japanese companies listing on Nasdaq in recent years have a corporate governance system with a Board of Corporate Auditors.

Pursuant to the Companies Act, a Board of Corporate Auditors and an Audit and Supervisory Committee are separate from the board of directors, and function to oversee the board of directors and independent accounting auditors. For example, a Board of Corporate Auditors performs the following duties:

Preparation of audit reports
Appointment and removal of full-time corporate auditors
Determination of audit policy, methods for investigating the status of the operations and financial status of the company, and other matters regarding the execution of the duties of corporate auditors

If a Board of Corporate Auditors so requests, individual corporate auditors must report the status of the execution of their duties to the Board of Corporate Auditors at any time.

Similarly, the Audit and Supervisory Committee performs, among other duties, the following:

Audit of execution of the directors’ duties and preparation of the audit report
Determination of the proposals regarding the election and dismissal of an accounting auditor and the refusal to reelect an accounting auditor to be submitted to a shareholders meeting

The Board of Corporate Auditors or the Audit and Supervisory Committee has the authority to dismiss the company’s accounting auditors under specified circumstances, and to determine the proposals on the election and dismissal of the company’s accounting auditor and the refusal to reelect an accounting auditor to be submitted to a shareholders meeting. Further, the board of directors must obtain the consent of the Board of Corporate Auditors or the Audit and Supervisory Committee to determine the compensation of accounting auditors.

If accounting auditors detect, during the performance of their duties, misconduct or material facts in violation of laws and regulations or the company’s articles of incorporation in connection with the execution of the directors’ duties, they must report the same to the Board of Corporate Auditors or the Audit and Supervisory Committee without delay.

If it is necessary for the purpose of performing their duties, a corporate auditor comprising the Board of Corporate Auditors or the Audit and Supervisory Committee may request reports on the financial audits from the accounting auditors.

Compensation of Executive Officers

As a general rule, a U.S domestic company listing on Nasdaq must have a compensation committee of at least two members. The role of the compensation committee is primarily to act as independent oversight of executive officer compensation. Accordingly, each compensation committee member must be an independent director as defined by Nasdaq. In addition, Nasdaq imposes an additional independence test for compensation committee members. In determining the independence of any director who will serve on the compensation committee, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including the source of compensation of such director, such as any consulting, advisory or other compensatory fee paid by the company to the director, and whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

A foreign private issuer may follow home country practices in lieu of this requirement. The Companies Act does not prescribe requirements for determining compensation of executive officers. As a matter of practice, many Japanese companies currently listed on Nasdaq have a board of directors that collectively participates in the discussions and determination of compensation for its executive officers and directors, and other compensation-related matters. This structure, among others, would be sufficient as a home country practice in lieu of Nasdaq requirements regarding compensation of executive officers.

Nomination of Directors

As a general rule, director nominees of U.S domestic companies listing on Nasdaq must be selected, or recommended for the board’s selection, either by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate or by a nominations committee comprised solely of independent directors.

Nasdaq also notes that independent director oversight of nominations enhances investor confidence in the selection of well-qualified director nominees as well as independent nominees as required by the rules. This rule is also intended to provide flexibility for a company to choose an appropriate board structure and reduce resource burdens, while ensuring that independent directors approve all nominations.

A foreign private issuer may follow home country practices in lieu of this requirement. The Companies Act provides that directors are elected by a resolution at a shareholders meeting. This structure would be sufficient as home country practice in lieu of Nasdaq’s requirements regarding nomination of directors.

Disclosure Requirements

Although a foreign private issuer may follow home country practices in lieu of the corporate governance requirements discussed above, Nasdaq requires any company utilizing these exemptions to disclose the exemptions used and the home company practices the company follows in lieu of the Nasdaq requirement. For example, a foreign private issuer making its initial public offering or first U.S. listing on Nasdaq must disclose in its registration each requirement that it does not follow, and must describe the home country practice followed by the company in lieu of such requirements. Further, a listed foreign private issuer that follows a home country practice in lieu of any of Nasdaq’s listing rules must disclose in its annual reports on Form 20-F filed with the SEC each requirement that it does not follow, and must describe the home country practice followed by the company in lieu of such requirements. Additionally, a foreign private issuer that follows a home country practice in lieu of the requirement to have an independent compensation committee must disclose in its annual reports on Form 20-F filed with the SEC the reasons why it does not have such an independent committee.

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Consult the top 50 dissertations / theses for your research on the topic 'Corporate Governance Compliance.' Next to every source in the list of references, there is an 'Add to bibliography' button. ... The findings of this thesis suggest that corporate governance researchers in developing countries should consider the role of path dependence ...
PDF Corporate Governance
v ABSTRACT The degree to which a country's public entities observe basic principles of good corporate governance is an increasingly important factor for attracting investment capital, maintaining
Shodhganga@INFLIBNET: Essays on corporate governance in India
This thesis aims to contribute to the existing literature on corporate governance by presenting three essays on the relationship between governance mechanisms and firm performance by analyzing publicly traded companies in India. newlineThe first essay addresses the relationship between ownership concentration and firm value by investigating the ...
How Companies Can Take a Global Approach to AI Ethics
Ideas about right and wrong can differ from one cultural context to the next. Corporate AI governance must reflect this. Many efforts to build an AI ethics program miss an important fact: ethics ...
PDF 2023/24 Dissertation Topics Supervisor
Understanding Corporate ESG Scores: The Impact of Market Regulation Prof. Lin ZHANG ... Local Governance for Mitigating Climate Change in Hong Kong Dr. Scott VALENTINE Sustainability Assessment for Metropolitan City ... List of Dissertation Topic (2010-11 to 2023-24)_2023-08-089 2011/12 Dissertation Topics Supervisor
Corporate Governance Exemptions Available to Japanese ...
Nasdaq's Corporate Governance Requirements define an independent director as "a person other than an Executive Officer or employee of the Company or any other individual having a relationship ...