Transparency in Historical Perspective

2006 ◽  
Author(s):  
Christopher Hood
Keyword(s):  
Corporate Governance ◽  
Historical Perspective ◽  
Institutional Design ◽  
National Government ◽  
International Governance ◽  
Jeremy Bentham ◽  
Religious Significance ◽  
Different Strains ◽  
Religious Nature ◽  
Governance Transparency

Transparency is a term that has attained quasi-religious significance in debate over governance and institutional design. Today, it is pervasive in the jargon of business governance as well as that of governments and international bodies, and has been used almost to saturation point in all of those domains over the past decade. This chapter maps out some of the different strains and meanings of the term and doctrine. Like many other notions of a quasi-religious nature, transparency is more often preached than practised, more often invoked than defined, and indeed might ironically be said to be mystic in essence, at least to some extent. The English philosopher Jeremy Bentham seems to have been the first to use ‘transparency’ in its modern governance-related sense in English. The chapter also discusses transparency in international governance, transparency in national and sub-national government, and transparency and corporate governance.

An Evolutionary Process—The Federalization of Corporate Governance

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Historical Perspective ◽  
Evolutionary Process ◽  
Stock Exchanges ◽  
Federal Law ◽  
Sarbanes Oxley

This chapter provides an overview regarding the federalization of corporate governance as an evolutionary process. From this perspective, the chapter examines both state and federal law that impact corporate governance. As the chapter explains, from a historical perspective, the states emerged as the primary regulator of corporate governance. Today, Delaware has emerged as the preeminent state where publicly-held corporations elect to incorporate. Nonetheless, federal law, even from a traditional perspective, impacted corporate governance, such as the SEC’s shareholder proposal rule adopted over 75 years ago. With the enactment of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, SEC rules adopted under the authority of these statutes, and the emergence of stricter substantive listing requirements mandated by the national stock exchanges, federal law principles are now firmly established.

scholarly journals O interesse público na sociedade de economia mista brasileira: aproximação com a benefit corporation do direito norte-americano

2020 ◽  
Vol 279 (1) ◽  
pp. 79
Author(s):  
Mario Engler Pinto Junior
Keyword(s):  
Corporate Governance ◽  
Public Interest ◽  
Institutional Design ◽  
Profit Maximization ◽  
Business Decisions ◽  
The Public ◽  
Benefit Corporation ◽  
The Us ◽  
Benefit Corporations ◽  
Shed Light

<p><span>The public interest of Brazilian mixed-capital company: approach to US benefit corporations</span></p><p><span><br /></span></p><p><span>RESUMO<br />O artigo faz um paralelo entre a figura da benefit corporation do direito norte-americano e a sociedade de economia mista brasileira, com o propósito de apontar semelhanças entre as duas estruturas societárias e lançar luzes sobre a racionalidade das soluções de governança adotadas em cada caso. A reflexão resgata inicialmente o conceito de interesse da companhia, destacando sua relevância como referencial jurídico para se aferir a legitimidade das decisões empresariais. Observa-se ainda que o entendimento sobre o tema varia conforme a abordagem teórica adotada, podendo se resumir na maximização dos lucros para partilha entre os sócios, ou combinar o atendimento a outros interesses não financeiros. Por sua vez, os desafios e soluções em matéria de governança corporativa também variam em função da amplitude do escopo atribuído à companhia. A benefit corporation procura combinar a consecução de algum objetivo de interesse público com a manutenção da finalidade lucrativa. A existência do escopo mais amplo permite questionar a adequação do desenho institucional para lidar com os conflitos inerentes ao novo tipo societário. Além disso, propicia uma análise comparativa com o modelo de sociedade de economia mista no direito brasileiro, que também está imbuída de uma missão pública, cuja consecução não afasta a necessidade de remunerar adequadamente o investimento acionário. Conclui-se que algumas medidas contidas na Lei nº 13.303/2016, para fortalecer o controle e gestão das empresas estatais brasileiras, guardam simetria com o tratamento aplicável às benefit corporation no direito norte-americano.</span></p><p><span><br /></span></p><p><span>ABSTRACT<br />The paper compares benefit corporations in the US with mixed-capital corporations in Brazil, in order to point the similarities and differences between both corporate structures. The paper also intends to shed light on the rationale of the governance solutions adopted in each case. The paper restates the concept of company’s interest and highlights it as a key legal reference for assessing the legitimacy of business decisions. Different readings of this concept are likely to translate into markedly different positions, from holding that the idea of interest refers solely to the purpose of profit maximization on behalf of shareholders to affirming the need to simultaneously accomplishing non-financial goals interests. The challenges and solutions concerning corporate governance also vary according to the extent of the corporation’s scope. Benefit corporations in the US seek to </span><span>simultaneously attain some goal of public interest and make profit for </span><span>its shareholders. The existence of a broader scope allows questioning </span><span>the suitability of their institutional design to deal with conflicts that are </span><span>inherent to this new corporate type. Their structure invites a comparison </span><span>to State owned enterprise (SOE) in Brazil. According to Brazilian Law, a </span><span>company controlled by the State is invested with a public mission while </span><span>needing to assure proper return to shareholders’ investment. The paper </span><span>concludes that some measures adopted by Brazilian Law No. 13.303/2016, </span><span>for strengthening the corporate governance of Brazilian SOE’s are similar </span><span>the U.S. Model Benefit Corporation Legislation (MBCL) concerning benefit </span><span>corporations.</span></p>

scholarly journals National Corporate Governance Codes and IT Governance Transparency in Annual Reports

2019 ◽  
Vol 27 (4) ◽  
pp. 91-118 ◽  
Author(s):  
Steven De Haes ◽  
Tim Huygh ◽  
Anant Joshi ◽  
Laura Caluwe
Keyword(s):  
Corporate Governance ◽  
South African ◽  
Ownership Structure ◽  
It Governance ◽  
Annual Reports ◽  
Corporate Governance Code ◽  
Corporate Governance Codes ◽  
Strategic Role ◽  
Board Level ◽  
Governance Transparency

IT governance is concerned with the oversight of IT assets, their contribution to business value and the mitigation of IT-related risks. Emerging research calls for more board level engagement in IT governance and identifies profound consequences for digitized organizations in case the board is not involved. Against this context, this article analyses how corporate governance codes are guiding boards to provide transparency on how they treat IT governance. The findings show that only the South African corporate governance code, King III, contains a significant amount of IT (governance)-related content. As a second objective, this article builds on these findings by providing an exploratory insight in the contemporary state of IT governance transparency in Belgian and South African companies. This way, the influence of the national corporate governance code on IT governance transparency is explored. The authors' findings show that South African firms tend to be more concerned with IT governance transparency in their annual reports than Belgian firms, given a comparable IT strategic role and ownership structure. Accordingly, the case is made for including more IT (governance)-related guidance in national corporate governance codes, as this might enable companies to be more transparent about their IT governance.

scholarly journals PENGARUH PRINSIP-PRINSIP GOOD CORPORATE GOVERNANCE TERHADAP PENGELOLAAN ANGGARAN PADA INSTANSI PEMERINTAH (Studi Pada Dinas Pengelolaan Keuangan, Pendapatan dan Aset Kabupaten Pandeglang Provinsi Banten)

2019 ◽  
Vol 1 (2) ◽  
pp. 259-282
Author(s):  
Taufan Maulamin ◽  
Agus Cholik ◽  
Eneng Tuti Alawiah
Keyword(s):  
Corporate Governance ◽  
Quantitative Research ◽  
Sampling Technique ◽  
Government Agencies ◽  
Research Approach ◽  
Sampling Techniques ◽  
Budget Management ◽  
Independent Variables ◽  
Good Corporate Governance ◽  
Governance Transparency

The purpose of this study to obtain empirical evidence about the influence of the Principles of Good Corporate Governance (Transparency, Independence, Accountability, Responsibility and Fairness) against the Budget Management in Government Agencies. The research approach used in quantitative research, was descriptive and associative. The independent variables in this study is Transparency (X1), Independence (X2), Accountability (X3), Accountability (X4) and Fairness (X5). The dependent variable in this study is the Budget Management (Y). The population in this study were employees (DPKPA) Pandeglang Banten Province totaling 65 people. The sampling technique of this research by using sampling techniques saturated. Based on the analysis with the help of SPSS version 21 for windows indicate that: Transparency affects 11.6% of the Budget Management in Government Agencies. Independence affects 22.2% of Budget Management in Government Agencies. Accountability effect of 34.4% of the Budget Management in Government Agencies. Accountability effect of 22.2% of the Budget Management in Government Agencies. The Fairness affects 14.4% of the Budget Management in Government Agencies. Principles of Good Corporate Governance jointly affect 94.6% of the Budget Management in Government Agencie.

Corporate governance, human capital resources, and firm performance: Exploring the missing links

2020 ◽  
Vol 45 (4) ◽  
pp. 192-205 ◽  
Author(s):  
Kaouthar Lajili ◽  
Lauren Yu-Hsin Lin ◽  
Anoosheh Rostamkalaei
Keyword(s):  
Corporate Governance ◽  
Human Capital ◽  
Resource Management ◽  
Firm Performance ◽  
Human Resource Management ◽  
Human Resource ◽  
Strategic Human Resource Management ◽  
International Governance ◽  
Governance Mechanisms ◽  
Corporate Governance Mechanisms

This study explores the associations between human capital resources, firm performance, and corporate governance mechanisms. Based on the survey results of the “50 most attractive employers” conducted by Universum Global 2010, human resource, performance, and governance data was collected for the period from 2007 to 2011. Drawing on the strategic human capital and resource management, international governance, and organizational literature, this study examines the extent to which corporate governance mechanisms moderate the relationships between firm performance and human capital resources and posits that human resource performance is positively associated with corporate governance mechanisms that support and enhance strategic human resource management policies. Panel regression analyses are conducted to test the study’s hypotheses. The results show that human capital resources are positively related to firm performance, and that some corporate governance mechanisms may negatively affect performance when interacted with human capital variables. Furthermore, human resource performance is significantly related to some governance mechanisms, with interaction effects between human capital and other organizational attributes showing differential impacts. Overall, the results support a contingency-based view of strategic human resource management in the context of large and attractive global employers and highlight the importance of governance design in supporting investments and deploying human resources and capabilities at the firm and industry levels and across national boundaries.

scholarly journals HOW DO YOU DISCLOSE? SOME EVIDENCE ON IT GOVERNANCE AND PERFORMANCE IN EUROPEAN BANKING SYSTEM

2019 ◽  
Vol 07 (01) ◽  
pp. 1940002
Author(s):  
IDA CLAUDIA PANETTA ◽  
SABRINA LEO ◽  
FABRIZIO SANTOBONI ◽  
GIANFRANCO VENTO
Keyword(s):  
Corporate Governance ◽  
Banking System ◽  
It Governance ◽  
Public Disclosure ◽  
Governance Mechanisms ◽  
Corporate Governance Mechanisms ◽  
European Banking ◽  
And Performance ◽  
Governance Transparency ◽  
Governance Disclosure

This paper examines the evolution of the attention paid by a sample of EU banks on IT governance. We propose an analysis based on IT public disclosure to contribute to the less explored strand of literature on IT governance transparency. We explore if the attention paid by banks to this topic has grown after the crises and if the greater importance ascribed to IT governance is due to the Supervisors’ pressure or the value-driven decisions. In particular, we test if, as for other corporate governance mechanisms, there is a verifiable linkage between IT governance (disclosure) and banks’ performance.

CONTROL, CONFLICT AND CONCESSION: CORPORATE GOVERNANCE, ACCOUNTING AND ACCOUNTABILITY AT BIRMINGHAM SMALL ARMS, 1906–1933

2005 ◽  
Vol 32 (1) ◽  
pp. 149-184 ◽  
Author(s):  
Roger Lloyd-Jones ◽  
Myrddin J. Lewis ◽  
Mark D. Matthews ◽  
Josephine Maltby
Keyword(s):  
Corporate Governance ◽  
Historical Perspective ◽  
Business Environment ◽  
Dominant Group ◽  
Small Arms ◽  
Holding Company ◽  
Engineering Company ◽  
Starting Point ◽  
Capitalist Firm ◽  
Historical Model

This paper takes as its starting point the relevance of a historical perspective to the study of corporate governance. Corporate governance is concerned with the institutions that influence how business corporations allocate resources and returns, and with the exercise of accountability to investors and other stakeholders. The historical model adopted is that of personal capitalism which is informed by scholars such as Chandler, and in the British context, Quail. Birmingham Small Arms, a quoted and diversified engineering company, was selected for analysis because although it was relatively large and adopted a holding company format, it retained many of the characteristics of a personal capitalist firm. Our longitudinal study of 1906 to 1933 shows that what emerged at BSA was a dominant group of directors who were eventually impelled to concede change by a sustained shareholder critique and an altered legal and business environment.

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