Divergence or convergence: paradoxes in corporate governance?

2015 ◽  
Vol 15 (5) ◽  
pp. 693-705 ◽  
Author(s):  
Palka Chhillar ◽  
Ramana Venkata Lellapalli
Keyword(s):  
Corporate Governance ◽  
Emerging Economies ◽  
Governance Mechanisms ◽  
Governance System ◽  
Cultural Economic ◽  
Content Type ◽  
German Model ◽  
The Usa ◽  
Stakeholder Model ◽  
The Uk

Purpose – This review paper aims to compare the various dimensions in the finance literature pertaining to the Anglo-Saxon Model (Stockholder Model) prevalent in the USA and the UK with the German Model (Stakeholder Model) of corporate governance prevalent in Germany and continental Europe. The present study identifies different strands of research on the various dimensions of these models, along with aspects of governance in emerging economies and the phenomenon of the convergence of these governance mechanisms. Design/methodology/approach – The literature review on corporate governance models has been carried out on the themes of internal and external governance mechanisms. The review considers agency theory along with principal–principal (PP) conflicts as the fundamental blocks explaining the need for governance structures. Findings – The traditional models of governance, along with the incorporation of PP conflicts, will result in a hybrid model inculcating the best of both the traditional models. However, convergence in the true sense may not be possible owing to fundamental differences pertaining to cultural, economic, legal and socio-economic aspects of the firm. Originality/value – This paper proposes a framework incorporating the interplay of managerial talent and controlling shareholders to understand the governance system that may be applicable for firms in emerging economies.

Corporate governance: on the crossroads of meta-regulation and social responsibility

2020 ◽  
Vol 27 (3) ◽  
pp. 801-820
Author(s):  
Tareq Na'el Al-Tawil ◽  
Hassan Younies
Keyword(s):  
Corporate Governance ◽  
Social Responsibility ◽  
Moral Agency ◽  
Government Regulation ◽  
Self Regulation ◽  
Content Type ◽  
Positive Attitudes ◽  
The Usa ◽  
Stakeholder Model ◽  
The Uk

Purpose The purpose of this paper is to discuss incongruities in the corporate entity over the matter of agency. In lieu of the traditional notion of moral agency theory, the stakeholder model offers congruent grounding to corporate governance. Socially irresponsible or unethical corporate activities are perceived to increase expenses, diminish shareholder value and tarnish business reputations. In contrast, socially responsible corporate practices contribute to positive attitudes to the company and contribute to the creation of competitive advantage. Design/methodology/approach This paper follows the ongoing evolution of the regulatory changes instituted after the scandalous corporate fiascos of the present century, such as those of Enron and WorldCom in the USA, Polly Peck in the UK, HIH Insurance and One.Tel in Australia, and Siemens in Germany, inter alia. The exposition also touches on the regulatory metamorphosis of corporate governance in its convergence towards “meta-regulation” with corporate social responsibility at the core. Findings While meta-regulation has so far worked in many countries, caution is expressed over the perils of over-reliance on a meta-regulatory approach. Industries or market sectors should also attempt to operate from the start within the confines of self-regulation and government regulation. Market sectors and industries need to find the framework of regulation that is best suited to their operations. Originality/value The paper concludes by discussing the observed challenges and implications of such convergence, as well as future directions for law practitioners, academics and researchers in the realm of corporate conduct.

Does audit committee substitute or complement other corporate governance mechanisms

2017 ◽  
Vol 32 (7) ◽  
pp. 658-681 ◽  
Author(s):  
Yousef Hassan ◽  
Rafiq Hijazi ◽  
Kamal Naser
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Audit Committee ◽  
Negative Relationship ◽  
Governance Mechanisms ◽  
Governance System ◽  
African Countries ◽  
Content Type ◽  
Board Characteristics ◽  
Corporate Governance Mechanisms

Purpose The purpose of this paper is to examine the relation between audit committee (AC) and a set of other corporate governance mechanisms in one of the emerging economies, United Arab of Emirates (UAE). In particular, the current study examines whether an effective AC can serve as a substitute or as a complement mechanism to board characteristics and ownership structure of Emirati listed non-financial companies. Design/methodology/approach Using substitution and complementary theories, a panel data from 48 nonfinancial companies listed on the UAE Stock Exchanges [Abu Dhabi Stock Exchange and Dubai Financial Market] during the period between 2011 and 2013 were used in the current study. A composite measure of four proxies has been used to measure the AC effectiveness, namely, AC size, independence, financial expertise and diligence. To test the hypotheses formulated for the study, a logistic regression model was used to identify the influence of a set of board characteristics and ownership structure variables on the effectiveness of the AC after controlling for firm size, auditor type, industry type and profitability. Findings While AC effectiveness appeared to be positively associated with board size and board independence, it is negatively associated with CEO duality. This points to a complementary governance relation. On the other hand, the negative relationship between AC effectiveness and each of institutional and government ownership suggests substitutive relations. Research limitations/implications The main shortcoming of the current study is that it examines the influence of a certain set of corporate governance factors on the effectiveness of AC. Other corporate governance mechanisms may, however, contribute to the effectiveness of AC. The findings of the study can be used by companies’ managements and regulators in the UAE to improve the corporate governance system. Originality/value To the best of researchers’ knowledge, this study provides the first evidence about the interaction among multiple governance mechanisms required by the code of corporate governance issued by the UAE Ministry of Economy in 2009. The current paper is expected to add to the limited AC literature in Middle East and North African countries in general and Arab World in particular.

scholarly journals Does executive ownership lead to excess target cash? The case of UK firms

2017 ◽  
Vol 17 (5) ◽  
pp. 876-895 ◽  
Author(s):  
Alfonsina Iona ◽  
Leone Leonida ◽  
Alexia Ventouri
Keyword(s):  
Corporate Governance ◽  
Firm Value ◽  
Cash Holdings ◽  
Logit Analysis ◽  
Governance Mechanism ◽  
Governance System ◽  
Content Type ◽  
Excess Cash ◽  
The Uk ◽  
The Impact

Purpose The aim of this paper is to investigate the dynamics between executive ownership and excess cash policy in the UK. Design/methodology/approach The authors identify firms adopting an excess policy using a joint criterion of high cash and cash higher than the target. Logit analysis is used to estimate the impact of executive ownership and other governance characteristics on the probability of adopting an excess cash policy. Findings The results suggest that, in the UK, the impact of the executive ownership on the probability of adopting an excess cash policy is non-monotonic, in line with the alignment-entrenchment hypothesis. The results are robust to different definitions of excess cash policy, to alternative specifications of the regression model, to different estimation frameworks and to alternative proxies of ownership concentration. Research limitations/implications The authors’ approach provides a new measure of the excess target cash for the firm. They show the need to identify an excess target cash policy not only by using an empirical criterion and a theoretical target level of cash, but also by capturing persistence in deviation from the target cash level. The authors’ measure of excess target cash calls into questions findings from previous studies. The authors’ approach can be used to explore whether excess cash holdings of UK firms and the impact of managerial ownership have changed from before the crisis to after the crisis. Practical implications The authors’ measure of excess target cash allows identifying in practice levels of cash which are abnormal with respect to an equilibrium level. UK firms should be cautious in using executive ownership as a corporate governance mechanism, as this may generate suboptimal cash holdings and suboptimal firm value. Excess cash policy might be driven not only by a poor corporate governance system, but also by the interplay between agency costs of managerial opportunism and cost of the external finance which further research could explore. Originality/value Actually, “how much cash is too much” is a question that has not been addressed by the literature. The authors address this question. Also, this amount of cash allows the authors to study the extent to which executive ownership contributes to explain the out-of-equilibrium persistency in the cash level.

6. Corporate governance

2020 ◽  
pp. 107-126
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Governance Mechanisms ◽  
Governance System ◽  
Essential Information ◽  
Corporate Governance Mechanisms ◽  
Corporate Governance System ◽  
The Uk ◽  
Comply Or Explain

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

Does corporate governance matter in determining CEO compensation in the publicly listed companies in New Zealand? An empirical investigation

2015 ◽  
Vol 41 (3) ◽  
pp. 301-327 ◽  
Author(s):  
Krishna Reddy ◽  
Sazali Abidin ◽  
Linjuan You
Keyword(s):  
Corporate Governance ◽  
New Zealand ◽  
Ownership Structure ◽  
Ceo Compensation ◽  
Listed Companies ◽  
Board Structure ◽  
Company Performance ◽  
Content Type ◽  
The Usa ◽  
The Uk

Purpose – The purpose of this paper is to investigate the relationship between Chief Executive Officers’ (CEOs) compensation and corporate governance practices of publicly listed companies in New Zealand for the period 2005-2010. Design/methodology/approach – Prior literature argues that corporate governance systems and structures are heterogeneous, that is, corporate governance mechanisms that are important tend to be specific to a country and its institutional structures. The two corporate governance mechanisms most important for monitoring CEO compensation are ownership structure and board structure. The authors use a generalised least squares regression estimation technique to examine the effect ownership structure and board structure has on CEO compensation, and examine whether ownership structure, board structure, CEO and director compensation have an effect on company performance. Findings – After controlling for size, performance, industry and year effects, the authors report that internal features rather than external features of corporate governance practices influence CEO compensation. Companies that have their CEO on the board pay them more than those who do not sit on the board, suggesting CEOs on boards have power to influence board decisions and therefore boards become less effective in monitoring CEO compensation in the New Zealand context. Companies that pay their directors more tend to reward their CEOs more as well, thus supporting the managerial entrenchment hypothesis. Research limitations/implications – The results confirm the findings reported in prior studies that institutional investors are ineffective in monitoring managerial decisions and their focus is on decisions that benefit them on a short-term basis. Practical implications – The findings indicate that although the proportion of independent directors on boards does not significantly influence CEO compensation, it does indicate that outside directors are passive and are no more effective than insiders when it comes to the oversight and supervision of CEO compensation. Originality/value – Being a small and open financial market with many small- and medium-sized listed companies, New Zealand differs from large economies such as the UK and the USA in the sense that CEOs in New Zealand tend to be closely connected to each other. As such, the relationship between pay-performance for New Zealand is found to be different from those reported for the UK and the USA. In New Zealand, the proportion of institutional and/or block shareholders is positively associated with CEO compensation and negatively associated with company performance, suggesting that it is not an effective mechanism for monitoring CEO compensation.

Corporate governance failures and the road to crime

2015 ◽  
Vol 23 (1) ◽  
pp. 216-230 ◽  
Author(s):  
Peter Yeoh
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Secondary Data ◽  
Savings And Loans ◽  
Content Type ◽  
Study Approach ◽  
Financial Crimes ◽  
Governance Practices ◽  
The Usa ◽  
The Uk

Purpose – The purpose of this paper is to provide enhanced insights on corporate governance failures which contributed to various financial crimes in major banking institutions and whether those involved have been held sufficiently accountable in the USA and the UK. Design/methodology/approach – This interdisciplinary doctrinal research relies on primary and secondary data and is complemented by the case study approach. Findings – Case insights demonstrate that a few major banks and isolated numbers of bankers at the lower echelons were held accountable in the USA but to a lesser degree in the UK. This contrasts sharply with the earlier Enron-type corporate financial reporting scandals or the much earlier Savings and Loans Crisis; but recent criminal charge practices against mega banks suggest a policy shift. Research limitations/implications – The paper findings suggest the need for further research in this under-researched area, while the banking communities in the USA and the UK may be prompted to review their corporate governance practices. Originality/value – This interdisciplinary research uses corporate law and criminological research to provide enhanced insights on financial crimes perpetuated in major banks in the USA and the UK.

Corporate governance mechanisms and agency costs: cross-country analysis

2016 ◽  
Vol 16 (2) ◽  
pp. 347-360 ◽  
Author(s):  
Tatiana Garanina ◽  
Elina Kaikova
Keyword(s):  
Corporate Governance ◽  
Agency Costs ◽  
Gender Diversity ◽  
Agency Cost ◽  
Negative Influence ◽  
Empirical Literature ◽  
Governance Mechanisms ◽  
Content Type ◽  
Corporate Governance Mechanisms ◽  
The Usa

Purpose The purpose of this paper is to investigate whether specific corporate governance mechanisms, such as board size, board composition, leverage and firm size, tend to mitigate agency cost occurrence in the USA, Russia and Norway. Design/methodology/approach The authors analyze the sample of 243 US, 196 Russian and 175 Norwegian joint stock companies for the period 2004-2012. The regression analysis is applied to test the models. Findings It is revealed that larger boards increase agency costs (measured by asset utilization ratio and asset liquidity ratio) in all sample companies. The proportion of female members has a very slight positive effect in US companies, a negative influence on agency costs in the Norwegian sample and is not significant in the Russian market. The authors find that the big Russian and US companies in the samples of this paper have lower agency costs. Practical implications The results of this paper show which agency-mitigation mechanisms work more effectively in companies operating in the analyzed countries characterized by specific corporate governance models. Originality/value The main contribution of this paper to the empirical literature is that it extends the stream of agency research by introducing new, emerging markets: represented by Scandinavian (depicted by the Norwegian sample) and Russian companies. Considering that each market – US, Norwegian and Russian – represents significant distinguishing features in their institutional framework, the paper provides an important research setting in which corporate governance mechanisms can be analyzed from the perspective of a country’s peculiar characteristics. Unlike other agency cost studies, this paper accounts for the gender diversity component in the companies and contributes to gender diversity issues.

CEO reputation and top management team compensation

2014 ◽  
Vol 52 (3) ◽  
pp. 540-558 ◽  
Author(s):  
Gregorio Sanchez-Marin ◽  
J. Samuel Baixauli-Soler
Keyword(s):  
Corporate Governance ◽  
Top Management Team ◽  
Listed Companies ◽  
Management Team ◽  
National Commission ◽  
Top Management ◽  
Governance Mechanisms ◽  
Governance System ◽  
Content Type ◽  
Top Managers

Purpose – The purpose of this paper is to clarify the influence of chief executive officer (CEO) reputation on top management team (TMT) compensation, proposing corporate governance characteristics as a moderator of the relationships between the power of top managers to extract rents and the importance of external signals. The study aims to expand the domain of executive compensation literature by including the role of CEO reputation in the context of non-Anglo-Saxon corporate governance systems. Design/methodology/approach – The paper opted for a panel methodology for the period 2004-2009, including 534 observations from Spanish listed companies. Data were obtained from several sources. Compensation and governance information was obtained from the Spanish Stock Exchange National Commission; data regarding CEO reputation were obtained from Spanish Corporate Reputation Monitor, and, finally, financial statement was obtained from the OSIRIS database. Findings – The paper provides empirical insights on the CEO reputation diffusion on TMT compensation, showing different scenarios depending on effectiveness of corporate governance. CEO reputation diffusion on TMT pay is strengthened or weakened by the organizational governance effectiveness. General evidence supports the notion that in countries characterized by an incomplete corporate governance system, boards – and also indirectly the structure of ownership – act as a catalyst for external signs of legitimacy, rather than for the organization's and stakeholders’ interests. Research limitations/implications – Because of the difficulty in pooling information for a long period from three different sources of data, the number of observations is not very large. Therefore, researchers are encouraged to test the proposed propositions further using other context of corporate governance. Practical implications – The paper includes implications for the development of effective governance mechanisms which promote an adequate link between the CEO reputation and the TMT compensation, avoiding rent extractions. Originality/value – The paper contributes to new international evidences regarding relations between top managers’ reputations and compensation. Specifically, it allows reinforcement of the importance of institutional arguments in the understanding of the effectiveness of governance mechanisms in large listed companies.

7. Corporate governance

2016 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Governance Mechanisms ◽  
Governance System ◽  
Essential Information ◽  
Corporate Governance Mechanisms ◽  
Corporate Governance System ◽  
The Uk ◽  
Comply Or Explain

EachConcentraterevision guide is packed with essential information, key cases, revision tips, exam Q&As, and more.Concentratesshow you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses corporate governance in the UK, beginning with a discussion of the development of the UK’s corporate governance system. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It then discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

6. Corporate governance

2018 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Governance Mechanisms ◽  
Governance System ◽  
Essential Information ◽  
Corporate Governance Mechanisms ◽  
Corporate Governance System ◽  
The Uk ◽  
Comply Or Explain

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It then discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

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