CARMIT PESIA TACHER AVERBUCH -CIPOLLA

Dottoressa di ricerca

ciclo: XXXII


relatore: Prof.: Giuliana Scognamiglio

Titolo della tesi: Corporate Governance and Changes in Executive Compensation since 2014 , under the CRD IV Implementation in the EU and Italy, with Comparisons to the USA.

Recital 62 of CRD IV indicated that: “Remuneration policies which encourage excessive risk-taking behavior can undermine sound and effective risk management of credit institutions and investment firms.” This research examines the changes in the corporate governance regime after the implementation of the CRD IV remunerations on executive compensation in the financial industry in the EU with comparison to the USA. This dissertation contributes through “filling in the gap” revealed in the literature review regarding the internal agency solutions. First, it describes how studies on internal agency solutions are interrelated and illustrated as integrated mechanisms. Second, it describes the simultaneous interrelation between internal agency solutions and performance. While investigating the effectiveness of the corporate governance arrangements in an equilibrium situation in which governance and performance are at their optimum constraint level. The evidence of a significant relationship between governance in models that do not account for the endogenous relation between performance and governance is being driven by a spurious correlation. The importance of my dissertation is enforcing the academic approach of viewing corporate governance arrangements as an endogenous variable, simultaneously determined together with a performance by the firm's investment opportunity set. This view is shift evidence in recent research and is in contrast to the early literature review which viewed corporate governance as an exogenous determinant of performance with one isolated variable.1I argue that the new legislation are in support of the results of the simultaneous models further reveal significant interdependencies, whether complementarity or substitutability, among executive compensation, corporate governance, and bank performance variables. For example, banks with a large shareholder tend to have larger boards and more outside directors sitting on their board, while the block owners who are already sitting on the board tend to have less outside directors joining them in the board. Finally, banks with more debt capital tend to have less managerial ownership held by directors. The data collection on executive compensation was gathered from the annual reports and corporate governance reports on both cash-based and equity-based components of executive compensation. These consist of cash compensation, annual salary, short- and long-term bonuses and any other benefits, in addition to stock options granted and exercised by executives and deferred compensation. All other data on ownership structure, shareholder information, large shareholders, board composition, CEO duality and governance system (unitary vs. two-tier), etc. were drawn manually from the annual reports. They include, for example, details on the large shareholders and the size of their holdings; the percentage of cumulative voting rights exercised by the largest shareholder with large equity holdings and the individuals who own a large portion of the share capital (greater than 3%); and management shareholding (i.e. share ownership by executives . There are more to reveal with the new legislation and he umolentation of both reforms in the corporate world and in the financial industry in the future .This research includes the following structure: Title, copy rights declaration, Abstract, Dedication, Acknowledgements, Chapter 1- introduction, Chapter 2 Economic review, Chapter 3 ,4,5 are all three parts of the literature review, Chapter 6 is the Methodology, Chapter 7 is the legal analyzes, solutions and disciplines, Chapter 8 is the legal analysis and conclusion, Final part is the list of Bibliography. Keywords: Banking, Corporate governance indicators, Directive CRD iv, discipline models and debates of executive compensation, firm performance, Tournament theory. 1 Endogeneity

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