Summary:

Since the late 1990s, the corporate governance of state-owned companies (SOCs) has moved to the forefront of the political agenda in several Western European countries and elsewhere. Triggered by large corporate scandals, international corporate governance developments, and the recurring criticism of state ownership administration, we have seen political attempts to cope with issues of firm monitoring and control. Among the governance issues which have received the most attention are board appointments (who should serve as chairmen of SOC boards?), chief executive compensation contracts (how much should top managers be paid, and should incentive schemes be included in the compensation contracts?), and dividend payments (how much dividends should be extracted from SOCs?). In this thesis, I offer a comprehensive treatment of these issues insofar as I provide both thorough descriptive accounts and rigorous statistical analyses of the factors which might explain governance decisions. The empirical investigation draws on data from a broad sample of SOCs in the two Scandinavian countries of Norway and Sweden over the period 2000-2005.

From a theoretical perspective, the question of what happens to governance decisions in the case of state ownership relates to the motivation of key decision-makers (i.e., incumbent politicians and corporate directors). Probing the political economics and corporate governance literatures on this very issue, the thesis distinguishes between three models of governmentowner motivation: Politicians care about creating a favourable reputation as professional representatives of shareholder welfare (reputation motive); maintaining their popularity among voters so as to keep their positions (reelection motive); or implementing their preferred party-policy (ideology motive). In a similar vein, corporate directors care about their reputation as competent representatives of the shareholder electorate (reputation motive), but also their prospects of being re-elected to current board seats (re-election motive). Moreover, I add to these models some institutional features and firm characteristics, which makes for a more realistic picture of governance
decision-making.

While, in the area of SOC board appointments, theoretical ideas and actual practice seem in fact disassociated, the empirical results suggest that the governance models framing the explanation of CEO compensation contracts and dividend payments capture important aspects of reality. Indeed, the empirical findings provide support for both the reputation and the re-election model. In all three studies, the results are also sensitive to the institutional system and national context within which SOCs operate. The results have important implications for public policy and practice insofar as the scope for political influence seems to produce governance decisions which are possibly not conducive to efficiency