Bestyrelsesmedlemmers uafhængighed og kvalifikationer i børsnoterede selskaber

Kristian A. Bjerge & Thomas Bøgelund

Student thesis: Master thesis

Abstract

This thesis has been prepared using relevant theory obtained at MSc in Business Economics and Auditing. In recent years, the development in the business environment of Danish professional auditors has changed significantly due to new legislation (Auditors Act) with increased focus on auditors' independence, duties and qualifications. Moreover, several corporate scandals have undermined the credibility and reputation of Danish auditors and their work and have questioned the independence and qualifications of the Board of Directors of Danish public companies. As professional auditors, we find it interesting to study two of the factors which have contributed to corporate scandals and which form a vital part of the new Danish Auditors Act. On this background, we address the following main question: "Are the current requirements for the independence and qualifications of the Board of Directors sufficient?" Our main question is supported by sub-questions which contribute to answering the main question. Our methodology for answering the main question is based on a theoretical review of the agency theory as the basis for an understanding of the need for independence in the work of the Board of Directors but also in the work of auditors. The thesis will also discuss the regulation of the independence of the Board of Directors and auditors, including requirements for qualifications. Based on this theoretical review, we will analyse and discuss the independence and qualifications of the Board of Directors based on a review of the requirements applying to auditors. Our empirical analysis showed that in many Danish listed companies board members could not be regarded as independent because of their long-time board work in the same company. On the other hand, our analysis showed that cross board representation was not as widespread as expected in listed companies. In respect of the qualifications of the Board of Directors, our analysis showed that in several cases information about such qualifications was not disclosed in the companies' annual reports, especially in non-financial companies which are not legally required to disclose such information. A review of the basis for the qualifications of directors in audit committees showed that in several areas skills could be improved. Based on our findings in the thesis, we believe that stricter requirements for the qualifications of board members, including supervision and training, could strengthen the work of the Board of Directors, including cooperation and assessment of the external auditors' audit and the risk areas in the companies.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2011