A Critical Assessment of Pertinent Locus Standi Features of the Derivative Remedy under Zimbabwe's New Companies and Other Business Entities Act

The importance and contribution of derivative litigation to the effectiveness and credibility of a jurisdiction's corporate governance system is indisputable. There is a positive correlation between good corporate governance practices, which include shareholders’ rights, and investors’ return on their investments. On the one hand, an overly pro-shareholder derivative scheme is vulnerable to abuse and results in unnecessary interference with company management. This may, in turn, discourage directors from entrepreneurial risk-taking and undermine enterprise efficiency. On the other hand, a complex and ineffective system of derivative litigation protects errant directors and decreases investor confidence. This article is a critical assessment of Zimbabwe's recently adopted statutory derivative remedy. The analysis focuses on five locus standi-related aspects of the new statutory derivative regime. The article highlights some major weaknesses within Zimbabwe's statutory remedy and proposes pertinent legislative amendments.

FACTORS AFFECTING THE MARKET VALUE OF THE BANK

The factors influencing the market value of the bank are stated. The importance of such a factor in the formation of the bank’s value as the corporate governance system is reflected. The relationship between the level of corporate governance of the bank and its market value is shown. In the context of the corporate governance system, its elements are identified that contribute to increasing the market value of the bank. An approach is proposedfor calculating the premium / discount for the level of efficiency of the corporate governance system when assessing the value of the bank.

The Effectiveness of Corporate Governance in Uganda: The Case of Private Companies

This paper examines the effectiveness of rules, procedures and Acts as instruments of corporate governance in Uganda, with interest in the performance of private companies. An extensive review of literature and ethnographic observation of the dynamic of corporate governance in private companies indicate that much as the private companies have adopted a hybrid regulatory framework of corporate governance, loopholes do still exist that have hindered the effectiveness of these instrument in the performance of private companies. Therefore there is need for strengthening corporate governance systems; however some of the weakness are attributed to the unsolved debate on key issues of corporate governance globally that trickles down to Uganda’s young corporate governance system in the private sector.

Role of Family Management in R&D Investments: Indian Evidence

The purpose of the present study is to examine the influence of family management on R&D investments of Indian companies. Panel regression analysis is undertaken on the data of top 200 Indian companies (the final sample got reduced to 179 companies) listed on Bombay Stock Exchange (BSE) over a period of 5 years from 2015 to 2019. The results reveal that family management supports R&D investments. The presence of family members on top management positions have a significant positive influence for both capital R&D expenditures and revenue R&D expenses. Given the restructuring of Indian corporate governance system, the findings recommend continual of family management as Indian way of management as it actively supports research and development investments thereby significantly influencing growth of the firm. The non-family members must support the strategic envision of family managers as the latter are more emotionally linked with the firm. The study contributes to the existing literature by examining the impact of family management on capital R&D expenditures and revenue R&D expenditures separately to gain meaningful insights about the attitude of family owners towards R&D investment decisions.

Directed Internationalized Statism in Germany

Germany has been seen as relatively closed to overseas equity purchases because of its corporate governance system based on insiders. Yet, after an initial period of debate, it has followed policies of directed internationalized statism towards Sovereign Wealth Funds (SWFs). A powerful coalition of the federal finance and economics ministries, together with representatives of firms, has argued that openness to SWF investment offers export orders and patient capital, in contrast to short-term private investors. The coalition has followed policies of welcoming and seeking SWF investment in industrial firms, large and small. Although a new legislative framework for non-European share purchases has been established, its powers have never been used against SWFs. The German case shows how economic and finance ministries, and representatives of companies, are able to use SWFs to reinforce key elements of the German model of capitalism such as patient capital and export-led growth.

CONSTRUCTION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) DISCLOSURE INDEX AND ITS PRACTICES BY LISTED COMPANIES IN OMAN

The importance of Corporate Social Responsibility has been acknowledged greatly as an objective of business sustainability. Whereas the measurement of CSR is always a source of argument among researchers. There are different approaches identified and used by researchers to measure CSR. The main objective of this study is to measure CSR disclosure by constructing an index based on content analysis. The study used the data of non-financial listed companies' annual reports to construct an index for the period 2016, 2017, 2018, and 2019. Thus, 291 firm-year observations are used in this study to construct and measure the CSR disclosure index. 40 elements are used to measure CSR disclosure based on five sub-themes. The result of the study reveals that as CSR disclosure requirement is mandatory in Oman according to the new corporate governance system, thus the listed companies are trying to cope and developing CSR charters. The evidence indicates that some companies have high CSR disclosure while few companies are still struggling with developing CSR charter and disclosing their activities. However, CSR disclosure improves significantly from 2016 to 2019, which shows a strict implementation of the code of corporate governance.

The effect of borrower country financial system and corporate governance system types on the spread of syndicated loans

Purpose This study aims to analyse the effect of borrower’s countries on syndicated loan spreads, featuring countries according to institutional factors, namely, financial systems and corporate governance systems. Design/methodology/approach This study is an empirical investigation based on a unique sample of more than 85,000 syndicated loans from 122 countries. The paper uses standard and two-stage least squares regression analysis to test whether the types of financial and corporate governance systems affect loan spreads. Findings The paper finds that borrowers from countries with financial systems oriented towards the banking-based paradigm pay lower interest rate spreads than those from countries with financial systems oriented towards the market-based paradigm. In addition, there is evidence that borrowers from countries with more developed financial systems pay lower spreads. The results also show that borrowers from countries with an Anglo-Saxon governance system pay higher spreads than borrowers from countries with a Continental governance system. Research limitations/implications This study does not consider potential promiscuous relationships that can arise at the ownership structure and governance level between banks and borrowers and may affect loan spreads. Practical implications This study suggests that financial and corporate governance systems are essential factors in the financial intermediation process. Furthermore, the evidence indicates that corporates with higher potential agency costs and higher potential information asymmetry are requested to pay higher spreads. Therefore, the opportunities to such corporates invest optimally tend to be scarcer. Originality/value The paper highlights the impact of institutional factors on the cost of financing, characterising the countries according to the type of financial system and the type of corporate governance system. The study finds that borrowers from countries with bank-based financial systems pay lower interest rate spreads than those from countries with market-based financial systems. The paper also highlights how the level of financial development affects the cost of financing. The paper focusses on non-financial firms, unlike financial firms, which have been the focus of several empirical studies on topics relating to the cost of funding and corporate governance.

Sustainable corporate governance and new auditing issues: a preliminary empirical evidence on key audit matters

Purpose This paper aims to investigate the relationship between the quality of internal corporate governance mechanisms and the audit issues disclosed by external auditors in their report, assuming the beneficial effect related to the adoption of a sustainable corporate governance system. Design/methodology/approach This paper investigates the impact of the International Auditing and Assurance Standards Board’s ISA 701 in the European context as a new auditing principle supporting the key audit matters (KAMs) in reporting and disclosing auditing activities. The analysis is carried out through a quantitative methodology using a sample composed of non-financial companies listed on the Italian Stock Exchange. Findings Empirical findings highlight that firms having a high quality and sustainable corporate governance system tend to have fewer KAMs arising from the audit process and then disclosed in the audit report. To ensure the reliability of the empirical analysis, the authors controlled for a set of variables that could affect the audit function and for the mediating role of the overall business complexity (as proxied by the firm size). Originality/value This study is of interest to academics, practitioners and regulators, as it highlights the role of a higher quality internal corporate governance on the perceived corporate riskiness and complexity. It contributes to the recent debate on sustainable corporate governance, corporate sustainability and auditing streams.

Methodology and practice of building a new end-to-end corporate governance system for the agro-industrial complex

A conceptual model of the organization and functioning of the agro-industrial complex management system as a mega-cluster formation has been constructed, which includes four main blocks: organizational, economic, legal and institutional, which contain their inherent instruments and levers of regulation. Based on the above, the definition of the management model of the agro-industrial complex as a mega-cluster organization has been formulated. In development, an appropriate definition of the organizational and economic model of corporate governance of the agro-industrial complex as a mega-cluster is given. A set of factors that affect the management system in the agro-industrial complex has been established, and their brief interpretation is given. It has been established that in the modern practice of the agro-industrial complex, several main groups of models can be distinguished, typical for all levels of management: A. Incomplete – not all levels of management are covered; B. Traditional – all functions and organizational structures can be present in the management system; C. Market models – correspond to the specifics of management in market conditions; D. Innovative – based on combining the best aspects of all known models. On this basis, it was revealed that at present, the solution of most of the problems of the agro-industrial complex is possible, first of all, through the development of an end-to-end system of corporate management of agro-industrial production as a megacluster infrastructure.

Prospects for the development of the corporate governance system in jont-stock companies in the Russian Federation

Joint-stock companies in Russia are the most important and most complex type of commercial corporate organizations that are of strategic importance for the preservation and development of the Russian economy. At the same time, the civil legislation governing the organization and activities of joint-stock companies in the Russian Federation is developing dynamically, which requires a detailed analysis of the current state and development prospects of the corporate governance system in joint-stock companies. The work investigates the most important problems arising in the process of organizing and functioning of the corporate governance system in Russia, and also developed proposals for their resolution, including by introducing amendments and additions to the current legislation on joint-stock companies. These changes will make it possible not only to optimize the corporate governance system in Russian joint-stock companies, but also to protect the rights and legitimate interests of shareholders - owners of ordinary shares (primarily minority shareholders), government and local authorities, investors, etc.