Beyond Transparency: Information Overload and a Model for Intelligibility

The role and evaluation of the modern corporation is being challenged by multiple stakeholders, changing markets and public expectations. Unfortunately, corporate governance, regulation and accounting have played a prominent role in business failure for the past decade resulting in a growing lack of public confidence in our markets. We present a new model that contributes to improving the quality of corporate information by providing not more, but better information through increased intelligibility of overall information, benefiting both the firm and its broad array of stakeholders. It has become apparent that boards, management and regulators have been unable to cope with the rise of business failures by adding increasing layers of regulation that have often served only to exacerbate the complexity and further cloud the transparency of needed information. We have identified a growing number of forward‐thinking firms that have found alternative means to provide betterinformation and strengthen their companies. We offer a stakeholder‐centric model for improving information intelligibility based upon the extensive scope and variety of external input derived from the growing social movement organizations. With the added focus on intelligibility, these groups can help foster greater corporate responsibility, meaningful transparency, increased stakeholder benefits, and improved overall performance of the firm.     

Taking (and Sharing Power): How Boards of Directors Can Bring About Greater Fairness for Dependent Stakeholders

One of the ways in which scholars have sought to broaden the discussion of the social responsibilities of corporations and their managers is through the development of the stakeholder concept. The primacy of shareholder interests in corporate‐governance processes and managerial action is, however, a myth that justifies all sorts of managerial self‐interest seeking and exploitation of particular stakeholder groups. What makes this myth particularly problematic—from the standpoint of fairness and corporate governance—is that not all nonshareholder stakeholders are equally situated with regard to their ability to secure fair treatment. In this article, I explore the ethical dimensions of board responsibilities to dependent stakeholder groups by first describing the differences between shareholders and nonshareholder stakeholders with regard to risk, examining why dependent stakeholders (stakeholders with legitimate and urgent claims, but no power) are particularly important from the standpoint of stakeholder risk, and discussing how stakeholder consultation might provide a partial fix to such problems. I will conclude with proposals for how boards can more faithfully discharge their ethical responsibilities to dependent stakeholder groups, and in so doing facilitate stakeholder involvement in corporate governance in ways that promote fairness in organization–stakeholder relationships.     

Unintended agency: Impression management support as a trigger of institutional change in corporate governance

In this paper we describe an emergent process of institutional change in which institutional entrepreneurs are unintentional contributors to the change process. Our theory suggests how change in the predominant institutional logic of corporate governance at public U.S. companies resulted not from deliberate attempts by corporate leaders to change the criteria by which governance is evaluated, but from the cumulative efforts of top executives to provide “impression management support” (IM support) for individual leaders of other firms. We first discuss how IM support has spread among corporate leaders through generalized social exchange. Then we suggest how individual leaders, in seeking to persuade journalists about the quality of corporate leadership at particular other firms, tend to invoke evaluative criteria that deviate from the prevailing institutional logic of governance. We further suggest how the rhetoric of IM support instigated a cascading social influence process that has contributed to changing perceptions about corporate governance among a broad range of other corporate stakeholders. We discuss the implications of our model for sociological perspectives on corporate governance and the corporate elite. Finally, we consider how the occasional negative commentary by corporate leaders about their peers, in combination with IM support, helps to sustain the credibility of the social system in which leaders, journalists, and other information intermediaries operate.     

The effect of corporate governance on sustainability disclosure

Drawing on stakeholder theory, this paper examines the relationship of board composition, leadership and structure on sustainability disclosure. We discuss that good corporate governance and sustainability disclosure can be seen as complementary mechanisms of legitimacy that companies may use to dialogue with stakeholders. Specifically we claim that, as disclosure policies emanate from the board of directors, sustainability disclosure may be a function of the board attributes: we investigate the relationship between different characteristics of the board and sustainability disclosures among US and European companies. Our results show that in order to explain the effect of board composition on sustainability disclosure we need to go beyond the narrow and traditional distinction between insider and independent directors, focusing on the specific characteristics of each director.     

Visualizing and managing value creation through integrated reporting practices: a dynamic resource-based perspective

The article builds on the current debate on how accounting tools can assist top management teams to manage their resources, while communicating a variety of data and information about value creation to their stakeholders. Within this debate, the study focuses on a recent tool for corporate reporting, the Integrated Reporting (〈IR〉), and investigates its utility to support the development of a holistic model for managing strategic resources to create value. To operationalize the 〈IR〉 according to this perspective, the article combines 〈IR〉 with the Dynamic Resource-Based View (DRBV) of the firm on the basis of their common idea that strategic resources are interconnected and have to be managed with the collaboration of all stakeholders in order to inform governance actions and create value with a holistic perspective. For the two case studies analyzed, the information provided by the two organizations’ 〈IR〉 is specifically organized and re-framed using “resource mapping”, which is a DRBV-based visual and analytical technique representing the causal relationships between resources and governance actions. In this way, we not only aim to re-organize and visualize existing information into a new form, but we also expect to describe and communicate the dominant logic in the business and the leverage points where the value creation process lies, supporting the usefulness of Integrated Reporting as a management and governance tool.

     

Online Corporate Environmental Reporting: Improvements and Innovation to Enhance Stakeholder Value

Corporate environmental/sustainability reporting is a growing trend among top global companies. In many cases, these reports have been made available online. Although the internet has provided reporting companies with a new channel to convey environmental information to the public, effective use of this media requires careful thought.Usability is a primary consideration that is not being addressed in many online corporate environmental/sustainability reports (CER). Often, these reports are difficult for users to locate from the corporate homepage, the search option does not render the correct page, some are only available in PDF format, and navigation within the report can be difficult. Current online reporting can also be ineffective if the technology is not oriented towards a framework of maximizing stakeholder value.If approached properly, internet technology allows for interactivity between a company and its stakeholders, provision of real-time updates of information and specialized information retrieval depending on the needs of users. This paper focuses on the current state of online CER reporting and suggests methods and practices for enhancing stakeholder value.     

Beyond the “silo view” of strategic management and corporate governance: evidence from Fiat,Telecom Italia and Unicredit

While corporate governance and strategic management have for a long time suffered from artificial separation and, therefore, generally been tackled in a secluded manner, their combined organizational impact makes them stringently related to one another in the firms’ evolution. In this paper, we argue that, transcending the “silo view” of corporate governance and strategic management, time has come to acknowledge that, depending on circumstances and time periods, within a firm is possible to detect the relative dominance of corporate governance over strategic management, rather than the leadership of strategic management over corporate governance. Drawing on a contingency approach, we dissect the relationships (and the mechanisms that control it) between the strategic function (i.e., which defines the firms’ strategy and supervisions its implementation) and the governance function (i.e., the congruence assessment between the firm strategy selected and the interests of the ownership and of other relevant stakeholders represented in the board of directors and the effectiveness appraisal of the entrepreneurial action). Then, by performing a thorough retrospective qualitative analysis of three relevant case-histories of Italian firms (Fiat, Telecom Italia and Unicredit) operating in three different industries (automobile, banking and telecommunications), we surmise that, either in corporate governance (board) oriented or in strategic management (CEO) oriented companies, the ‘real’ problems arise when the quality of corporate governance or strategic management is poor. Interestingly, we eventually suggest to adopt a value-based approach to the relationship between corporate governance and strategy that may fruitfully complement the contingency perspective taken at the onset of the work.     

The financial crisis,investor activists and corporate strategy: will this mean shareholders in the boardroom?

The concept of stakeholder engagement is gaining increasing attention in the mainstream media and may feature as part of a corporation’s strategy for corporate social responsibility. Not only are boards considering how they might engage with key stakeholders, but stakeholders are also pursuing greater participation in the strategic decisions of companies in which they invest. While this is an emerging concept in companies governed by unitary boards, as in North America, the issue of stakeholder engagement in various forms is also entering debate in other countries around the world. In general, however, the idea of shareholder or stakeholder representation on the boards of most UK and Commonwealth companies is anathema. Forces now influencing the development of strategies for stakeholder engagement and the rise of active investors include changing corporate governance rules which give investors more power in the election of directors, the increasing role of pension plans and hedge fund investment groups which have produced investors who keep a close eye on company performance and value, and a sluggish or turbulent stock market as a result of the financial crisis initiated by the credit crunch in the sub-prime mortgage markets. In this paper the phenomenon of stakeholder representation is examined and results of a recent survey conducted among a large sample of New Zealand directors are presented. The findings suggest that these traditionally oriented boards are increasingly inwardly focused and are without an agenda for building and managing shareholder and stakeholder relations. Accordingly, such boards are unlikely to regard stakeholder engagement as a serious strategic issue and are thus also likely to miss significant opportunities in the changed business environment to benefit from stakeholder support.     

Corporate Governance and Performance During Consolidation of the United States and European Defense Industries

Under a market-oriented corporate governance system, the United States defense industry consolidate quicker and gained a comparative advantage in simple measures of firm performance, including profit margin and market share, than the continental European defense industry, which is more oriented toward stakeholder relationships in corporate governance. The defense industry in the United Kingdom, also characterized by market-oriented governance, performed well. On a wider set of measures related to firm performance and other stakeholders, the evidence is less clear. Concerns have been expressed about the European defense industry's survival in its current form. Likewise, concerns have been raised about the increasing level of concentration in the United States, its potential effect on innovation, and the erection of trade barriers. This paper concludes that corporate governance concepts are useful in analyzing firm conduct and performance in the defense industry and other traditionally -- 'national' industries. It also concludes that policy concerns might successfully be addressed through increased Transatlantic cooperation, attention to the flexibility inherent in the Anglo-American system of corporate governance, and recommendations to modify public procurement policies.     

Stakeholder value disclosures: anchoring on primacy and importance of financial and nonfinancial performance measures

In the growing debate about stakeholder values, there has been little discussion about information overload or whether the requested disclosures can be effectively used. Stakeholder advocates call for complicated and massive environmental and related social disclosures while not considering how information overload might affect the discourse about corporate performance. Stakeholders, including shareholders, plead for more transparency in financial statements, management discussion and analysis (MDA), and other corporate disclosures. As we know, shareholders and boards of directors are most concerned with the ‘Holy Trinity’ of earnings per share, dividends and market value changes. We believe that managers and stakeholders involved in performance evaluations have multiple interests that extend beyond traditional shareholder value measures. We note that the Balanced Scorecard (BSC) was developed as one tool to reflect and communicate these multiple measures. We test how managers use (or ignore) multiple performance measures and we posit that stakeholders will face many of the same constraints when using and processing multiple disclosures including Corporate Social Reports (CSR), environmental, or similar disclosures. While we do not directly test a wide variety of stakeholder disclosures, we examine eight (four for a single subject) shareholder values (financial measures) and four stakeholder values (nonfinancial measures). The eight measures included in our research instruments serve as proxies for the multiple concerns that might be of interest to many stakeholders. Note that stakeholders are likely to be extremely interested in nonfinancial performance measures, while many shareholders will likely concentrate on financial performance measures. Field research has reported managers tend to favor financial measures while discounting or ignoring nonfinancial measures when evaluating subordinates, making it difficult to align performance evaluations and incentives with corporate strategies (Ittner et al. Account Rev 78:725–758, 2003). In this study, we find the relative weights managers place on financial and nonfinancial performance measures are influenced by both (1) presentation order and (2) the relative importance of specific measures. When financial measures are presented first, the manager who performs better on financial measures is rated higher than the manager who performs better on nonfinancial measures. However, when nonfinancial measures are presented first, managers who excel on nonfinancial measures are rated higher. Reports that include financial measures that are relatively more (less) important also produce higher (lower) ratings for the manager who excels on financial measures. Thus, the relative weights that superiors place on financial and nonfinancial measures in evaluating corporate managers’ performance are substantially anchored both by the order in which measures are presented as well as by the importance of the specific performance measures employed. Other stakeholder disclosures are likely to be similarly anchored, perhaps biased, by primacy and a priori importance rankings.     

Governance of sustainable supply chains in the fast fashion industry

This paper examines the impact of corporate social responsibility behavior on the sustainability performance of focal companies and their partners in fast fashion supply chains. The attributes of sustainability and the mechanism of sustainability governance of the fast fashion supply chain are also discussed. From the perspective of strategic corporate social responsibility, we first analyze the motives for adopting sustainability governance in fast fashion supply chains, and identify seven competitive sustainable attributes of the fast fashion product based on sustainable development theory. Then, by establishing a sustainability governance framework, we identify seven factors that affect the sustainability governance decision-making and evaluate the efficiency and legitimacy mechanism of sustainability governance from internal and external perspectives. Finally, we explore the application of the governance mechanisms via a case study based on H&M’s seven sustainability commitments. The findings suggest that the core influence and centrality of a corporation should be strengthened from the perspective of internal governance, and stakeholders should collaborate to achieve sustainability governance throughout the entire fast fashion supply chain from the perspective of external governance.     

Corporate governance and stakeholder conflict

The stakeholder management literature is dominated by the ‘shareholder value’ and ‘inclusive stakeholder’ views of the corporation. Each views the governance problem in terms of inter-functional conflicts between stakeholder groups, such as between investors and managers or managers and employees, and rests on the assumption of an idealized corporate structure characterized by the separation of ownership from management. Our review of corporate governance and stakeholder conflict shows that such functional-based characterization is too simplistic and fails to account for important intra-functional conflict. Through a comparative review that considers managerial, stakeholder and family systems of governance, we demonstrate that, while the modality of conflict varies by system, substantial intra-functional conflict is endemic to each. We integrate the findings of the agency and comparative stakeholder theories of corporate governance to offer an authority-based framework with three different governance structures that offers complementary insights into stakeholder conflicts. Thus, our study highlights the important, but often neglected, intra-stakeholder type of conflict in various organizations and provides a basis for understanding their various manifestations and consequences under the different systems of governance.     

Zombies and Originals: How Cultural Theory Informs Stakeholder Management

The question of stakeholder salience has recently resurfaced in the suggestion that the ethical foundations of corporate cultures result in stakeholder cultures that largely explain how firms allocate resources among stakeholders. The present article seeks to complement this novel approach to understanding stakeholder management by adding insights from the multilevel influences that create the corporate culture in the first place, and ultimately affect managers in their stakeholder decisions. This article draws on cultural theory to examine how the individuals who compose firms present group and grid solidarity that results in cultural biases in the corporate culture. These cultural biases—individualism, hierarchy, fatalism, and egalitarianism—are then paired with the stakeholder cultures they enable, and inferences are extracted concerning the salience managers are likely to accord to various classes of stakeholders as a result. Future research and managerial implications stemming from this new view on stakeholder management conclude this article.     

Dow Jones Sustainability Group Index: A Global Benchmark for Corporate Sustainability

Increasingly investors are diversifying their portfolios by investing in companies committed to the concept of corporate sustainability. Investors are attracted to this new investment style because it promises to create long-term shareholder value by embracing opportunities and managing risks deriving from ongoing economic, environmental and social developments. It focuses on future challenges and is capable of capturing qualitative non-financial information for criteria such as quality of management, corporate governance structures, reputational risks, human capital management, stakeholder relations, corporate social responsibility.Here we present the framework used by the Dow Jones Sustainability Group Index (DJSGI) for identifying and ranking companies according to their corporate sustainability performance. In a yearly review the 10% leading sustainability companies in each of the 64 industry groups are selected for inclusion in the DJSGI. Throughout the year the companies are continuously monitored and, if necessary, downrated or excluded from the Index. A variety of sources is used for the assessment and for cross-checking of information, including company questionnaires, company documents, publicly available information, stakeholder relations, media screening and company interviews. The selection process is externally verified and the methodology is reviewed yearly to capture the increasing knowledge and standardisation of sustainability issues and to align it with ongoing initiatives such as the Global Reporting Initiative.     

The governance of non-profit micro finance institutions: lessons from history

Microfinance is high on the public agenda, and better corporate governance has been identified as a key factor for enhancing the viability of the industry. However, recent literature on the subject struggles to identify the corporate governance mechanisms that influence the performance of the Micro Finance Institutions (MFIs). Guided by stakeholder and agency theories, this paper uses a historical parallel found in savings banks to present corporate governance lessons for MFIs, particularly non-profit MFIs, today. The findings indicate that monitoring by bank associations, depositors, donors, and local communities was important in securing the survival of savings banks. In addition, a willingness to expand their mission to serve wealthier customers alongside the poor helped the banks become financially viable. These findings could prompt a rethinking of microfinance governance, which stresses regulation, for-profit ownership, and traditional vertical board control. The paper argues that a broader and more stakeholder-based understanding of corporate governance is necessary. Moreover, the paper demonstrates that historical studies can provide governance lessons for today.     

The Primary Importance of Corporate Social Responsibility and Ethicality in Corporate Reputation: An Empirical Study

We examine three assumptions commonly held in the corporate reputation literature: (1) reputation ratings of owners and investors are generally representative of all stakeholders; (2) stakeholders will generally provide a higher reputation rating to firms that emphasize corporate social responsibility versus firms that do not; and (3) profitability is the primary criterion of importance to all stakeholders when rating a firm's reputation. Using an exploratory in‐class exercise, our findings suggest that: (1) there are significant differences among stakeholder groups in their reputation ratings; (2) firms that emphasize corporate social responsibility are not rated more highly across all stakeholder groups; and (3) for all stakeholder groups, the ethicality criterion explained more of the variance in firms' reputation ratings than the profitability criterion.     

Engaging Stakeholders Through Corporate Political Activity: Insights From MNE Nonmarket Strategy in an Emerging African Market

As interest increases in the political engagement between multinational enterprises (MNEs) and emerging economy host governments, less is known about wider MNE stakeholder engagement and the development of nonmarket capabilities in institutionally fragile environments. This study investigates how MNEs engage stakeholders through corporate political activity (CPA) during the pro-market reform of Uganda's electricity generation sector. Data is collected through semi-structured interviews, archival materials and fieldwork notes, and is analyzed using an NVivo-supported grounded analytic method. We find both proactive and reactive leveraging of CPA to manage diverse stakeholders. We argue that the host government remains the most important political stakeholder in the early phases of reform, but changes in institutional and political environments necessitate strategic adaptations as the reform process progresses. These adaptations include the need for local engagement and the accommodation of multi-level stakeholder pressures. Our findings contribute to an understanding of corporate political capabilities in Africa's emerging markets, and illustrate how these capabilities can be strategically leveraged to effectively manage diverse stakeholders.     

Doing Well by Reporting Good: Reporting Corporate Responsibility and Corporate Performance

This article aimed to examine the impacts of reporting‐type corporate responsibility activities (CRA‐R) on corporate social and financial performance. Academic research has explored how varying attributes of markets, industry sectors and firms might shape corporate social and financial performance, but includes little effort to examine the impacts of different kinds of CRA on corporate performance. We build on debate about the value of firms' reporting activities related to corporate responsibility. Recent literature suggests that CRA‐R is superficial marketing or “greenwashing.” Despite this viewpoint, corporate reporting activities related to responsibility are rising. In order to solve this puzzle, this article explores the impact of CRA‐R on corporate performance. First, drawing from the institutional perspective, we propose that CRA‐R will positively impact corporate social performance (CSP) oriented toward secondary stakeholders. Second, combining the stakeholder–agency perspective and corporate responsibility literature, we motivate the hypotheses that CRA‐R positively influences corporate financial performance (CFP). Empirical testing with a unique dataset of large US corporations selected in the Fortune 500 support the proposed hypotheses. In particular, both corporate social responsibility and Global Reporting Initiative (GRI) activities positively influence corporate environmental performance, and financial performance. In particular, GRI reporting is a strong indicator to impact both social and financial performance. Our findings indicate that CRA‐R should not simply reflect shallow motivations, but deliver value to noninvestor stakeholders as well as investors.     

The social responsibility of organizations: Perceptions of organizational morality as a key mechanism explaining the relation between CSR activities and stakeholder support

Prior research on Corporate Social Responsibility (CSR) has documented how specific CSR activities relate to responses of relevant stakeholders, mainly examining employees. However, it is as yet unclear whether these findings generalize to other types of CSR activities or to responses of other stakeholder groups. In fact, results from studies to date also show inconsistent effects in need of further explanation.In this contribution we offer a new perspective on this literature. We extend current insights on organizational CSR activities and stakeholder support, by elaborating on the psychological mechanisms that can explain these relations. We draw together recent developments on organizational anthropomorphism with insights on organizational identification, to argue that the impact of CSR activities on a broad range of stakeholder responses depends on perceptions of organizational morality. We connect prior work on organizational ethics, CSR, and stakeholder support, to social psychological theory and research on impression formation, impression management, and impression updating. This new perspective allows us to broaden the current debate on CSR and stakeholder support.Building on this analysis, we propose a new model that offers a roadmap for future research. We explain the impact of organizational CSR on stakeholder responses, by highlighting perceived organizational morality as a key mediating variable. We then proceed to consider likely moderators of this relation distinguishing between (a) characteristics of the organization, (b) characteristics of (communications about) CSR activities, and (c) characteristics of the perceivers. On the basis of this extended model we develop specific predictions, and review initial evidence supporting these prediction.