Corporate governance reforms are occurring in countries around the globe. In developing countries, such reforms occur in a context that is primarily defined by previous attempts at promoting "development" and recent processes of economic globalization. This context has resulted in the adoption of reforms that move developing countries in the direction of an Anglo-American model of governance. The most basic questions that arise with respect to these governance reforms are what prospects they entail for traditional development (...) goals and whether alternatives should be considered. This paper offers a framework for addressing these basic questions by providing an account of: 1) previous development strategies and efforts; 2) the nature and causes of the reform processes; 3) the development potential of the reforms and concerns associated with them; 4) the (potential) responsibilities of corporate governance, including the (possible) responsibilities to promote development, and; 5) different approaches to promoting governance reforms with an eye to promoting development. (shrink)

Despite ample research on corporate governance (CG) and corporate social responsibility (CSR), there is a lack of consensus on the nature of the relationship between these two concepts and on how this relationship manifests across institutional contexts. Drawing on the national business systems approach, this article systematically reviews 218 research articles published over a 27-year period to map how CG–CSR research has evolved and progressed theoretically and methodologically across different institutional contexts. To shed light on the full (...) gamut of the CG–CSR relationship, we categorize and explore the nature of this relationship along two strands: (a) CSR as a function of CG and (b) CG as a function of CSR. Through this review, we identify key themes where CG–CSR research has lagged and account for under-explored contexts in this domain. Finally, we put forth a comprehensive agenda for progressing future research in the field. (shrink)

Introduction -- The legal aspects -- Corporate governance and corporate performance -- Complexity and corporate governance -- Conclusion.

The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from (...) the current normative orthodoxy. (shrink)

Given the increasing importance attached to both corporate social responsibility (CSR) and corporate governance, this study investigates the association between these two complimentary mechanisms used by companies to enhance relations with stakeholders. Consistent with both legitimacy and stakeholder theory and controlling for industry profile, firm size, stockholder power/dispersion, creditor power/leverage, and economic performance, our analysis of the annual reports for a sample of 222 listed companies suggests that firms providing more CSR information: have better corporate (...) class='Hi'>governance ratings; are larger; belong to higher profile industries; and are more highly leveraged. Our findings support the limited prior research suggesting a link between corporate governance quality and CSR disclosure in company annual reports and suggest that, rather than mandating specific disclosures, regulators might be better served focussing on corporate governance quality as a way of increasing CSR disclosures. (shrink)

Recent scandals allegedly linked to CEO compensation have brought executive compensation and perquisites to the forefront of debate about constraining executive compensation and reforming the associated corporate governance structure. We briefly describe the structure of executive compensation, and the agency theory framework that has commonly been used to conceptualize executives acting on behalf of shareholders. We detail some criticisms of executive compensation and associated ethical issues, and then discuss what previous research suggests are likely intended and unintended consequences (...) of some widely proposed executive compensation reforms. We explicitly discuss the following recommendations for reform: require greater independence of compensation committees, require executives to hold equity in the corporation, require greater disclosure of executive compensation, increase institutional investor involvement in corporate governance (including executive compensation), and require firms to expense stock options on their income statements. We provide a brief summary discussion of ethical issues related to executive compensation, and describe possible future research. (shrink)

Investors' confidence in the financial market is boosted by good corporate governance (CG). Good governance builds trust and improves an organization's financial performance (FP). However, organizations with bad management lose the trust of their stakeholders because they do not perform well financially. Therefore, the purpose of this study is to examine the influence of CG 89; on FP through mediating the role of humble leadership (HL) and monetary incentive (MI) as a moderator between CG and HL. Data (...) were collected from 300 respondents who were working in various cement manufacturing organizations located in different cities of Pakistan. The analysis was performed using SPSS software version 25 and AMOS version 22 software to work out the study sample size. The result revealed that the framework of CG has a positive impact in terms of FP. Furthermore, HL positively and significantly mediates on CG, and FP is inextricably linked. However, MI acts as a moderator between CG and HL, but despite strengthening, it weakens the impact of CG' on HL. This study contributes toward the literature, specifically toward the expectancy theory literature. Finally, some theoretical and practical implications at the organizational level are offered, describing how CG influences FP within the organization, and research limitations and future directions are presented. (shrink)

Some argue that managers over-invest in corporate social responsibility (CSR) activities to build their personal reputations as good global citizens. Others claim that CEOs strategically choose CSR activities to reduce the probability of CEO turnover in a future period through indirect support from activists. Still others assert that firms use CSR activities to signal their product quality. We find that firms use governance mechanisms, along with CSR engagement, to reduce conflicts of interest between managers and non-investing stakeholders. Employing (...) a large and extensive sample of firms within Russell 2000, S& 500 and Domini 400 indices during the 1993-2004 period, we find that consistent with the conflict-resolution hypothesis, the CSR choice is positively associated with governance characteristics, including board independence, institutional ownership, and analyst following. In addition, after correcting for endogeneity of CSR engagement, our results show that CSR engagement positively influences operating performance and firm value, supporting the conflict-resolution hypothesis as opposed to the over-investment and strategic-choice arguments. We find only a weak support of the product-signaling hypothesis as a major motive of CSR engagement. (shrink)

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders' interests? To examine these issues, (...) we first discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e. g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become "part of the problem," and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values. (shrink)

This article investigates corporate governance reform in South Africa in the context of the country’s international links with Anglo-American corporate governance and domestic pursuit of socioeconomic development. Two key questions are evaluated. (a) How has divergence within the Anglo-American model influenced corporate governance reform in South Africa? (b) Can South Africa’s historical closeness to the Anglo-American model be combined with increasing attention to stakeholder issues to produce a hybrid “African model” of corporate (...) class='Hi'>governance? Evaluating these questions, the following issues are explored in turn: the contrast between shareholder and stakeholder models, divergence between U.S. and U.K. approaches to corporate governance as exemplified by Sarbanes-Oxley, locating a South African approach in context of the Anglo-American model, the King reports and an emerging “African” model of corporate governance, and the role of international and domestic factors in shaping South Africa’s ongoing reform process. (shrink)

This article investigates the relation between corporate governance and business ethics in the Asia-Pacific region. It draws on four examples of countries in the region (Australia, China, Singapore, and India), not because they are representative of certain regional characteristics, but as a means of reflecting on the diversity in this region. These countries display pronounced differences in terms of inter alia, historical development, cultural and social factors, legal system, corporate governance model, political system, and economic development. (...) The complex interaction of all these considerations provides the context for corporate governance and business ethics in each of the countries. The article highlights different orientations to stakeholder management and integrity behavior in the boardroom and executives’ offices. Although globalization and financial market hegemony suggests a convergent model is theoretically desirable, this research suggests that the human capacity to protect diversity and enshrine regional and local interests seems likely to inhibit rapid change. (shrink)

Under conditions of growing interconnectedness of the global economy, more and more stakeholders are exposed to risks and costs resulting from business activities that are neither regulated nor compensated for by means of national governance. The changing distribution of risks poses a threat to the legitimacy of business firms that normally derive their legitimacy from operating in compliance with the legal rules of democratic nation states. However, during the process of globalization, the regulatory power of nation states has been (...) weakened and many production processes have been shifted to states with weak regulatory frameworks where businesses operate outside the reach of the democratic nation state. As a result, business firms have to address the various legitimacy challenges of their operations directly and cannot rely upon the legitimacy of their regulatory environment. These developments challenge the dominant approach to corporate governance that regards shareholders as the only stakeholder group in need of special protection due to risks not covered by contracts and legal regulations. On the basis of these considerations, we argue for a democratization of corporate governance structures in order to compensate for the governance deficits in their regulatory environment and to cope with the changing allocation of risks and costs. By way of democratic involvement of various stakeholders, business firms may be able to mitigate the redistribution of individual risk and address the resulting legitimacy deficits even when operating under conditions of regulatory gaps and governance failure. (shrink)

This paper discusses corporate governance issues from a compliance viewpoint. It makes a distinction between legal and ethical compliance mechanisms and shows that the former has clearly proven to be inadequate as it lacks the moral firepower to restore confidence and the ability to build trust. The concepts of freedom of indifference and freedom for excellence provide a theoretical basis for explaining why legal compliance mechanisms are insufficient in dealing with fraudulent practices and may not be addressing the (...) real and fundamental issues that inspire ethical behavior. The tendency to overemphasize legal compliance mechanisms may result in an attempt to substitute accountability for responsibility and may also result in an attempt to legislate morality which consequently leads to legal absolutism. The current environment of failures of corporate responsibility are not only failures of legal compliance, but more fundamentally failures to do the right (ethical) thing. (shrink)

The recent financial crises indicated the need to reinforce corporate governance mechanisms in emerging and developing market economies. Corporate governance refers to all the factors that affect firm processes. Firms must avoid debt financing instruments and adopt financing instruments that allow for “risk-sharing” rather than “risk-shifting” because all recent financial crises were, in essence, debt crises. The primary objective of this paper is to examine the principles of risk-sharing promoted by Islamic finance and study their implications (...) for corporate governance. The secondary objective of this paper is to propose a pricing model for a new risk-sharing financial instrument that was recently discussed by Zarka and Al-Suhaibani. We study the implications of this new instrument as a powerful tool for corporate governance in the case of Islamic markets. We explain the possible contribution of IPS to agency cost reduction, Sharia screening costs and ethical corporate governance. (shrink)

Firms have traditionally responded to environmental violations by increasing information disclosure and/or communication to manage stakeholder perceptions. As such, these approaches may be symbolic in nature, with no genuine intention to improve the environment. We draw from restorative justice grounded in stakeholder theory and explore a relatively new approach in the form of supplemental environmental projects aimed at restoring the environment, and empirically examine the role of corporate governance in firms’ decisions to undertake reparative actions. Using environmental violations (...) and SEPs data from the US Environmental Protection Agency between 2002 and 2015, we find that firms with smaller boards are more likely to undertake SEPs. We also find that firms with higher board independence and CEO duality undertake SEPs more frequently; however, board gender diversity and the existence of a sustainability committee appear to have no impacts. These results are robust to propensity score matching and an alternative data source. We extend the scope of stakeholder theory by emphasizing a new approach—restorative justice—by which corporations can repair damaged relationships and also improve the environment. We also contribute to corporate governance and environmentalism literature by identifying governance structures that promote environmental restorative justice. Thus, our study will inform different stakeholders, including regulators, shareholders, and boards of directors, and will open new avenues for business ethics scholarship. (shrink)

Corporate governance is an issue of growing importance in developing economies, as many firms pass through significant transformations due to the combined forces of sociopolitical changes, technological progress and economic trends toward globalization. These elements, along with the structural characteristics of developing economies such as less developed capital markets and governmental interventionism, draw a picture for corporate governance practices that may, in some aspects, be fundamentally different from the practices found in European or North American contexts. (...) In this paper we review and discuss the state of corporate governance practices in Brazil, focusing on how the governance structure of Brazilian firms has been subjected to important changes in the recent past and how even more changes are expected to happen. (shrink)

The aim of this article is to analyse the internal mechanisms of corporate governance (board of directors and ownership structure), which influence voluntary disclosure of intangibles. The results appear to corroborate the view that an increase in institutional investor shareholding has a negative effect on voluntary disclosure, supporting the hypothesis of entrenchment, whereas an excessive ownership by institutional investors may have adverse effects on strategic disclosure decisions. The results also indicate that an increase in the number of members (...) of the board to up to 15 has a beneficial effect on the disclosure of intangibles. However, as this number increases, the effect inverts and becomes adverse to improving the capacity for supervision and control in the decision-making process regarding the voluntary disclosure of intangibles. The findings endorse the recommendation of the most of the Corporate Governance Codes regarding an advisable maximum of 15 members on a board to ensure its effectiveness and internal cohesion. (shrink)

In recent years, international economic pressures have induced Nigeria to adopt a program of economic liberalization and deregulation. Advocates of the reforms tout their potential not only for generating greater economic growth, but also for contributing to more responsible corporate governance. Sceptics abound. This paper provides an account of the nature of corporate governance in Nigeria and investigates the prospects for recent reforms contributing to more responsible governance and development.

We examine corporate governance diversity within a Coasian framework of stakeholder rights, where the central role of governance is to ensure that necessary firm-specific investments are made. This Coasian perspective on stakeholder theory offers a unifying framework towards a global theory of comparative corporate governance, bridging the gap between economic theories of the firm and stakeholder theory, also offering an economics-based alternative to agency theory that explicitly accounts for stakeholder rights. The Coasian perspective encompasses a (...) diversity of corporate governance systems, but does not imply a unique global corporate governance benchmark. We posit that governance is firm dependent and endogenous conditional on the constraints imposed by a national governance system; consequently, there should be no systematic relationship between governance and firm performance once the national constraints are controlled for. However, the same national corporate governance system constraints confer comparative advantages to firms whose efficient levels of firm-specific investments are favored. (shrink)

While much has been written on specificity (e.g., in texts on new institutional economics, agency theory, and team production theory), there are still some insights to be learnt by business ethicists. This article approaches the issue from the perspective of team production, and will propose a new form of corporate governance: enlightened corporate governance, which takes into consideration the specific investments of employees. The article argues that, in addition to shareholders, employees also bear a residual risk (...) which arises due to their specific investments. This residual risk presents a valid and legitimate basis for residual claims. In this way, employees can be seen as residual claimants due to the fact that their income depends upon a hazardous quasi rent. Therefore, this article will call on the fiduciary duty of board members to protect those employees who are exposed to such residual risks and may thus be vulnerable as a result. This leads to a fundamental change of perspective on the “theory of the firm” – a change which will adopt the theories of new institutional economics, agency theory, and team production theory in order to promote business ethics research. Against this background, enlightened corporate governance aims to follow the criterion of specific investments as a legitimate basis for residual claims. Furthermore, it seeks to understand the consequences for board members, and to promote the sharing of control and ownership. The article will close with some discussion of the implications and future prospects for business ethics. (shrink)

This study evaluates corporate governance issues in publicly quoted companies in Nigeria, which border on board characteristics, composition and roles in strategy development processes, appraisal of directors, as well as relationships between boards and CEO, top management and other stakeholders. The empirical findings of the study reveal useful insights with respect to corporate governance practices in Nigeria. The results show that Nigerian public companies have embraced the principles of good corporate governance, although they are (...) at different levels of adoption of the various corporate governance issues. These companies have medium-sized boards, with majority of them having leadership structures that are characterised by separation of the positions of chairman and CEO. This paper draws a number of conclusions and recommendations and also highlights some limitations that can be improved upon in future studies. (shrink)

The study empirically investigates the relationship between corporate governance and the triple bottom line sustainability performance through the lens of agency theory and stakeholder theory. We claim, in fact, that no single theory fully accounts for all the hypothesised relationships. We measure sustainability performance through manual content analysis on sustainability reports of the US-based companies. The study extends the existing literature by investigating the impact of selected corporate governance mechanisms on each dimension of sustainability performance, as (...) defined by the GRI framework. Our approach allows to identify which governance mechanisms foster triple bottom line performance, also revealing that some mechanisms fit only specific dimension of sustainability. The fact-based findings provide support for a new beginning in the theorising process in which the theories must try not only to provide rationale for the impact of corporate governance on sustainability, but also to explain which dimension of sustainability might be more affected. The most important implication for practitioners is the support for sustainability practices, which may be gained through implementation of particular corporate governance mechanisms. The findings contribute also to the improvement of the ongoing standard setting process, in particular as it concerns the in-depth revision of the economic dimension of sustainability carried out under the new GRI framework. (shrink)

This article brings forward the argument that the practical implementation of a corporate governance code cannot be realized by a compliance program alone. Its relevance in everyday business is determined by the moral values of the company culture. In this context, governance is defined as a company’s resources and capabilities, including the moral resources, to take on responsibility for all its stakeholders. A critical discussion of the agency theory, transaction cost theory, and organization theory shows that such (...) an approach is possible only when a company is not perceived as a maximizing machine for shareholders’ interests but as an economic form of cooperation of internal and external resources and stakeholders. An empiric study on 22 European corporate governance codes shows that the predominant majority of European codes orientate themselves to stakeholders and the company. The discussion of the empirical data reveals six basic principles that determine all European corporate governance codes: shareholder rights, transparency, voting rights, regulation of remuneration, design of organizational structures, and corporate social responsibility. (shrink)

This paper investigates the development of corporate governance regulations in emerging economies, using the case of Bangladesh. In particular, the paper considers three issues: What type of corporate governance model may be suitable for an emerging economy such as Bangladesh? What type of model has Bangladesh adopted in reality? and What has prompted such adoption? By analysing the corporate environment and corporate governance regulations, the paper finds that, like many other developing nations, Bangladesh (...) has also adopted the Anglo-American shareholder model of corporate governance. Analysis of behaviours of principal actors in the Bangladeshi corporate governance scenario, using new institutionalism as a theoretical foundation, then reveals that such adoption may be prompted by exposure to legitimacy threats rather than efficiency reasons. (shrink)

This reflection focuses on what insights Catholic Social Teaching can provide for corporate governance. I argue that the ‘standard’ agency theory is overly reductionist and insufficiently incorporates important economic limitations as well as human frailty. As a result, such agency theory insufficiently distinguishes firms from markets, which can easily relativize how we treat others and facilitate rationalization of unethical behavior. I then explore how three pillars of CST—human dignity, solidarity, and subsidiarity—can help overcome these limitations. CST proposes a (...) vision of the business corporation as a community of persons, working together in cooperative business relationships toward the shared purpose of contributing to human flourishing. (shrink)

This chapter explores the ways in which public standards of accountability are brought to bear on a nominally private institution: the commercial corporation. It considers several classic arguments in favor of widening the set of interests in society that the corporation should serve. These classic positions, it is argued, fail to capture the range of social issues facing the company. A different way of identifying those issues is proposed. This in turn permits one to identify three types of interest that (...) stakeholders have in the company. With these distinctions in place, a map of different types of corporate accountability is drawn, aimed at underpinning policies shaping corporate governance. (shrink)

One of the fundamental principles of good corporate governance is transparency, i.e., the disclosure of private information to external stakeholders, so that they may make judgments and decisions relating to the corporation. Equally important, but less discussed, is the competing value that corporations need to protect legitimate secrets. Corporations thus need a communication strategy for dealing with external stakeholders which addresses the conflict between disclosure and secrecy. This article focuses on an important element of that communication strategy in (...) the context of financial reporting: the possibility that corporate insiders may consider it in their interest, or in the interest of specific stakeholders, to alter or manipulate the financial information that it discloses publicly. Using concepts from the corporate governance and financial reporting literatures, it addresses the ethical question of who (management or the board of directors) should be responsible for making the fundamental strategic choices whether and (if so) how the corporation alters or manipulates the financial information. This article argues that the board of directors is responsible for formulating (and monitoring) the corporation's communication strategy, and that management is responsible for carrying it out. (shrink)

There is a distinct lack of research into the relationship between corporate governance and corporate social responsibility (CSR) in the banking sector. This paper fills the gap in the literature by examining the impact of corporate governance, with particular reference to the role of board of directors, on the quality of CSR disclosure in US listed banks’ annual reports after the US sub-prime mortgage crisis. Using a sample of large US commercial banks for the period (...) 2009–2011 and controlling for audit committee characteristics, board meeting frequency, and banks’ profitability, size and risk, we find evidence that board independence and board size, the two board characteristics usually associated with the protection of shareholder interests, are positively related to CSR disclosure. This indicates that, with regard to CSR disclosure, more independent boards of directors and larger boards are the internal corporate governance mechanisms which promote both shareholders’ and other stakeholders’ interests. Contrary to our expectations, CEO duality also impacts positively on CSR disclosure. From an agency-theoretical viewpoint, this suggests that powerful CEOs may promote transparency about banks’ CSR activities for their private benefits. While this could indicate that powerful CEOs are under particular pressure to appease stakeholders’ concerns that they might abuse their power by providing a high degree of CSR disclosure, it could also be a sign of managerial risk aversion or managers’ private reputational concerns. (shrink)

A shift in the cultural conception of the firm as productionsystem to that as investment-system entrenches the institutional logic of agency theory in governance reform. Reform initiatives emphasize the separation between management and the board, forensic reporting requirements, and the primacy of shareholders' entitlement to control and residual gains. Problems associated with this agency logic render reform unable to deliver a broad-based ethical operating environment. The introduction of a version of stakeholder theory, augmented by Knightian uncertainty, places the development (...) of an alternative conception of the firm into discourse. Implications for governance reform are considered. (shrink)

This paper prepares an investigation into the roles and effectiveness of different types of corporate governance and environmental governance mechanisms in driving improvements in environmental performance. More specifically, the authors provide background theory regarding the way in which different types of traditional corporate governance and new concepts of environmental governance might have an impact on reducing firms’ levels of greenhouse gas emissions intensities. The paper also suggests a method of how this could be empirically (...) tested. (shrink)

There are various indications that corporations and their leaders are currently not perceived as trustworthy. This decline in trust is one of the factors that has contributed to the rise of interest in corporate governance. There is an explicit expectation that an adherence to the principles and practice of good corporate governance will bolster the trust of stakeholders in business. It is exactly this expectation that provides the focus for this article. The expectation that good (...) class='Hi'>corporate governance will result in higher levels of trust will be critically examined. This will be done by first making some crucial distinctions regarding corporate governance in order to clarify what kind of corporate governance is at stake in the examination that is to follow. Also, with regard to the concept of 'trust', a number of important distinctions will be made to clarify what is meant by trust within the context of this paper. Against the backdrop of these distinctions regarding corporate governance and trust, the question will then be refined as to whether, specifically, internal corporate governance can bolster the perceptions of trustworthiness that stakeholders have of business. Principles and practices of internal corporate governance will then be critically examined to determine their potential for enhancing stakeholders' perceptions of the trustworthiness of corporations and their leaders. (shrink)

Comprehensive regulatory changes brought on by recent corporate governance reforms have broadly redefined and re-emphasized the roles and responsibilities of all the participants in a public company’s financial reporting process. Most notably, these reforms have intensified scrutiny of corporate audit committees, whose role as protectors of investors’ interests now attracts substantially higher visibility and expectations. As a result, audit committees face the formidable challenge of effectively overseeing the company’s financial reporting process in a dramatically changed – and (...) highly charged – corporate governance environment. This paper discusses the new expectations of audit committee responsibilities and effectiveness in the wake of corporate governance reforms, key challenges, “whistleblower” provisions and shortcomings, and provides some directions for future research. (shrink)

Although US and European research has documented improvement in earnings quality associated with corporate governance characteristics, the situation in Latin America is questionable, given the business environment in which firms operate, which is characterized by controlling family ownership and weak legal protection. The purpose of this study is to examine the relation between the internal mechanisms of Corporate Governance and Earnings Management measured by discretionary accrual. We use a sample of listed Latin American non-financial companies from (...) the period 2006–2009. Our results show how in the Latin American context the role of external directors is limited and that Boards which meet more frequently take a more active position in the monitoring of insiders, so showing a lower use of manipulative practices. In addition, we find a non-linear relation between insider ownership and discretionary accruals, also pointing to the fact that ownership concentration may be a manipulative practices constrictor mechanism only when the ownership of main shareholders is moderate. The findings have important policy implications since this is, to the best of our knowledge, the first study to analyze the relation between the effectiveness of the government and the earnings management behavior. As policy implications, we document how when a country implements controls aimed at reducing corruption, strengthening the rule of law or improving the effectiveness of government, this leads to a reduction in firm earnings management. (shrink)

The recent prominence of corporate governance was sparked by a decline in trust in business that followed on some spectacular corporate scandals. There is an expectation that adherence to the standards of good corporate governance can restore trust in business. This article examines the link between corporate governance and trust and finds that at least theoretically there is a positive correlation between corporate governance and trust in business. It is however argued (...) that not any form or model of corporate governance will enhance trust in business. An appropriate balance needs to be struck between a number of polarities that exist in the corporate governance reform agenda. Three such polarities are explored and the nature of the balance that needs to be found with regard to each of these sets of polarities is outlined. (shrink)

This paper posits that differences in corporate governance structure partly result from differences in institutional arrangements linked to business systems. We developed a new international triad of business systems: the Anglo-American, the Communitarian and the Emerging system, building on the frameworks of Choi et al. (British Academy of Management (Kynoch Birmingham) 1996, Management International Review 39, 257–279, 1999). A common factor determining the success of a corporate governance structure is the extent to which it is transparent (...) to market forces. Such transparency is more than pure financial transparency; as it can also be based on factors such as governmental, banking and other types of institutional transparency mechanism. There may also be a choice for firms to adopt voluntary corporate disclosure in situations where mandatory disclosure is not established. The Asian financial crisis of 1997–1999 and the more recent corporate governance scandals such as Enron, Andersen and Worldcom in the United States and Ahold and Parmalat in Europe show that corporate governance and business ethics issues exist throughout the world. As an illustration we focus on Asia’s emerging1 markets, as, both in view of the pressure of globalization and taking into account the institutional arrangements peculiar to the emerging business system, these issues are important there. Particularly for those who have to find an accommodation between the corporate governance structures and disclosure standards of the Emerging system and those of the Anglo-American and Communitarian systems. (shrink)

Rwanda is recovering from the trauma of the 1994 war and genocide but continues to have a weak corporate and industrial infrastructure. Against this background, the present study was undertaken with the aim of tracing to what extent Rwandan enterprises are geared for the fulfillment of social responsibility within a strained socioeconomic milieu. The objectives of the study are to review the concept of corporate governance and its relation to corporate social responsibility , to describe the (...) current state of corporate governance in Rwanda, to establish the relationship between corporate governance and CSR and standard ethical practice, and to suggest solutions for problems encountered in the system. (shrink)

This article seeks to bring a focus to the significance of trade and finance in corporate governance outcomes. It explores the theoretical and historical link between micro-economic-level firm structure and macro-economic institutions such as trade and finance. The more open the economy, it argues, the more difficult it is in the long run to sustain an insider model. It then argues that changes in interdependent aspects of macro-economic policy in the UK and the US—primarily trade liberalization and the (...) end of capital controls—combined with the presence of developed capital markets and a self-regulatory ethos, allowed institutional investors to refocus the market-level rules on shareholders despite the managerial bias of their legal systems, and enabled the emergence of the outsider shareholder-oriented systems present there today. The article then argues that core insider systems such as those in Germany and France operated with different financing arrangements which meant that they were less susceptible to immediate change. However, in the long run global economic conditions have continued to push shareholder-oriented norms on insider systems. The article concludes that if these conditions persist, then governments will lose, or may indeed already have lost, sovereignty with regard to choice of corporate governance system. (shrink)

This study examines the impact of corporate governance on the financial performance of Asia Pacific stocks in three Asian countries: Malaysia, Thailand and Singapore. By including a sample of 159 firms listed on three Asian stock markets from 2013 to 2017, this study found that the effects of corporate governance mechanisms vary significantly among the three Asian markets. Specifically, this study shows that board size has positively influenced listed firms' financial performance in the Singapore Exchange. However, (...) our findings show that board size has negatively affected listed firms' financial performance in Thailand's Stock Exchange. In addition, our results reveal that board independence has negatively influenced listed firms' financial performance in Bursa Malaysia. Finally, this study provides implications for regulatory authorities in the Asian stock markets to separate between chairman and CEO roles since most Asian firms are owned and directed by business families. (shrink)

We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation incentives for CSR. We test our predictions using novel executive compensation contract data, and find that firms with more shareholder-friendly corporate governance are more likely to provide compensation to executives linked to firm social performance outcomes. Also, providing executives with (...) direct incentives for CSR is an effective tool to increase firm social performance. The findings provide evidence identifying corporate governance as a determinant of managerial incentives for social performance, and suggest that CSR activities are more likely to be beneficial to shareholders, as opposed to an agency cost. (shrink)

In recent years India has been moving further in the direction of adopting an Anglo-American model of corporate governance. This decision, the result more of international economic and political pressures than public debate, in effect represents a new development strategy for the world's most populous democracy. In light of this situation, it is important to ask two basic questions: 1) why has the Anglo-American model of corporate governance been adopted? and; 2) can it be justified? This (...) paper addresses the first of these questions by distinguish and examining three historical models of governance in India: 1) the managing agency model in the colonial period; 2) the business house model that emerged after independence, and; 3) the Anglo-American model which has recently been adopted (and is still emerging). The second question is approached through an examination of the "development impact" of the new model, as indicated by such measures as growth, employment and respect for shareholder rights. (shrink)

We examine the relationship between corporate governance and the extent of corporate social responsibility (CSR) disclosures in the annual reports of Bangladeshi companies. A legitimacy theory framework is adopted to understand the extent to which corporate governance characteristics, such as managerial ownership, public ownership, foreign ownership, board independence, CEO duality and presence of audit committee influence organisational response to various stakeholder groups. Our results suggest that although CSR disclosures generally have a negative association with managerial (...) ownership, such relationship becomes significant and positive for export-oriented industries. We also find public ownership, foreign ownership, board independence and presence of audit committee to have positive significant impacts on CSR disclosures. However, we fail to find any significant impact of CEO duality. Thus, our results suggest that pressures exerted by external stakeholder groups and corporate governance mechanisms involving independent outsiders may allay some concerns relating to family influence on CSR disclosure practices. Overall, our study implies that corporate governance attributes play a vital role in ensuring organisational legitimacy through CSR disclosures. The findings of our study should be of interest to regulators and policy makers in countries which share similar corporate ownership and regulatory structures. (shrink)

Identifying corporate governance mechanisms to improve firm performance has been at the forefront of policy discussion and research in recent years. Existing research in this area focuses on large-capitalisation firms, and has not provided much insight on smaller firms. This paper tests for the optimality of deployment of governance mechanisms for Canadian small-cap firms by estimating a simultaneous equation system that links four control mechanisms to firm performance, using recent data. The results confirm simultaneity between several (...) class='Hi'>governance mechanisms and Canadian small-cap firm performance. CEO ownership and shareholder rights are shown to determine board independence. CEO ownership in turn is shown to depend on the extent of shareholder rights and whether the CEO is also Chairperson of the board. Canadian small-cap firms appear to overutilise debt as a control mechanism. There is somewhat weaker evidence that board independence and CEO ownership are beyond the optimum. The latter, given the relatively high degree of CEO ownership in Canadian small-cap firms, is consistent with management entrenchment. We also do not find any significant discount to performance for Quebec-based firms, or for firms with dual or multiple voting class shares structures. (shrink)

All three corporate governance systems in North America are currently embroiled in fundamental transformations. Most of Mexico’s corporations are run by a small group of controlling shareholders and operate in an economic system rife with corruption. Recent political reforms and a desire to tap global equity markets have heightened their interest in improving corporate governance structures. United States corporations face a dispersed ownership base that has tended toward inattentiveness, allowing such infamous scandals as Enron to rock (...) the global investing community. A backlash against the ensuing, restrictive Sarbanes-Oxley legislation is now underway. Like Mexico’s, Canada’s major corporations are led by a handful of controlling shareholders, but corruption is uncommon. New corporate governance guidelines are under debate, and the Ontario Securities Commission is wresting control from the Toronto Stock Exchange. Although these three corporate governance systems vary in terms of ownership dispersion, level of corruption, and legislative intervention, they currently share a common focus on fundamental reform. (shrink)

In this article, we examine the empirical association between corporate governance (CG) and corporate social responsibility (CSR) engagement by investigating their causal effects. Employing a large and extensive US sample, we first find that while the lag of CSR does not affect CG variables, the lag of CG variables positively affects firms’ CSR engagement, after controlling for various firm characteristics. In addition, to examine the relative importance of stakeholder theory and agency theory regarding the associations among CSR, (...) CG, and corporate financial performance (CFP), we also examine the relation between CSR and CFP. After correcting for endogeneity bias, our results show that CSR engagement positively influences CFP, supporting the conflict-resolution hypothesis based on stakeholder theory, but not the CSR overinvestment argument based on agency theory. Furthermore, firms’ CSR engagement with the community, environment, diversity, and employees plays a significantly positive role in enhancing CFP. (shrink)

This paper examines the relationships between corporate governance and corporate sustainability by focusing on two main components of companies’ governance structure: boards of directors and investor relations officers. We propose an original empirical strategy based on the 120 biggest French capitalizations for the year 2013, allowing us to measure boards of directors’ independence and expertise, as well as investor relations officers’ convictions and communication on corporate sustainability. Our results show that corporate governance has (...) an ambiguous impact on corporate sustainability because of opposing forces: internal, external and intermediate forces. On the one hand, the higher the proportion of inside directors, the higher the company’s environmental and governance performance, while the higher the proportion of general experts in the board room, the lower the company’s governance performance. On the other hand, investor relations officers’ beliefs that corporate sustainability is primarily driven by investors’ ethical values appear negatively related to companies’ governance performance. In sum, corporate sustainability appears positively related to internal forces and negatively related to external forces. The results of this study demonstrate the need to carry out efforts to train BoDs and IROs to respond to corporate sustainability and to take more of a leadership role in this area. (shrink)

The Global Reporting Initiative (GRI) has successfully become institutionalized as the preeminent global framework for voluntary corporate environmental and social reporting. Its success can be attributed to the “institutional entrepreneurs” who analyzed the reporting field and deployed discursive, material, and organizational strategies to change it. GRI has, however, fallen short of the aspirations of its founders to use disclosure to empower nongovernmental organizations (NGOs). The authors argue that its trajectory reflects the power relations between members of the field, their (...) strategic choices and compromises, their ability to mobilize alliances and resources, and constraints imposed by the broader institutions of financial and capital markets. The authors draw three notable implications from this study. First, institutional theory needs to pay more attention to economic structures, strategies, and resources. Second, institutional entrepreneurship by relatively weak societal groups such as NGOs is inherently constrained by the structural power of wider institutions and by the compromises required to initiate change. Third, the strategies of NGOs represent a form of power capable of shifting, if not transforming, the field of corporate governance. (shrink)