Asian Family Firms through Corporate Governance and Institutions: A Systematic Review of the Literature and Agenda for Future Research

Although the corporate governance model of Asian family firms has recently gained increased attention, it remains unclear how these firms’ corporate governance mechanisms (and their effectiveness) differ from those of family firms in the western world. Drawing upon a comparative institutional perspective, this paper systematically reviews 148 published articles in peer‐reviewed journals from 1980 to 2015. The aim of this paper is to contribute to the understanding of institutional complementarities that constitute informal governance mechanisms adopted by Asian family firms by considering a wider set of institutional factors (i.e. political environment, cultural values and social norms) embedded in the Asian context. The main findings suggest that: (i) given the lack of market‐supporting institutions and the presence of strong political control over Asian economies, family firms tend to cultivate political connections to respond to the failure of legal systems; (ii) Asian family firms still rely heavily on personal networks (e.g. guanxi) to reduce uncertainty, strengthen business ties, and gain access to external resources; and (iii) cultural values and social norms (e.g. ‘face’ saving, reputational concerns and adult child adoption) lead to functionally equivalent corporate governance mechanisms in Asian family firms. The downstream effects of such mechanisms are also discussed, and future research avenues are identified.     

The impact of institutional changes on corporate governance mechanisms in transition economies

We examine how institutional changes affect corporate governance in transition economies. We develop a transition model that specifies three stages of the transition process including the early, intermediate, and late. We develop a framework for assessing the effectiveness of widely recognized corporate governance mechanisms (CGMs) in and across these stages. Our general proposition is that as transition economies move from early, to intermediate, to late stages, effective CGMs tend to be those that are based on state administrative control power, social networks and private orders, and market forces and formal institutions, respectively. Our study has contributions and implications regarding the transition economies and the impacts of institutions on corporate governance.     

Home–Host Country Distance in Offshore Governance Choices

This paper studies the effect of home–host country distance on the choice of governance mode in service offshoring. Using a Transaction Cost Economics approach, we explore the comparative costs of the hierarchical and contractual models to show that different dimensions of distance (geographic, cultural and institutional), because they generate different types of uncertainties, impact offshore governance choices in different ways. Empirical results confirm that, on the one hand, firms are more likely to respond to internal uncertainties resulting from geographic and cultural distance by leveraging the internal controls and collaboration mechanisms of a captive offshore service center. On the other hand, they tend to respond to external uncertainties resulting from institutional distance by limiting their foreign commitment and leveraging the resources and local experience of third party service providers. Finally, we find that the temporal distance component (time zone difference) of geographical dispersion between onshore and offshore countries plays a dominant role over the spatial distance component.     

Financial Reporting,Private Disclosure and the Corporate Governance Role of Financial Institutions

This paper explores how large UK financial institutions (FIs) pursued a private corporate governance agenda with their portfolio companies. It also investigates the role of financial reporting in private and public corporate governance. The case financial institutions argued that the limited quality of public information, especially in financial reports, was a major constraint on their ability to act in fund management and corporate governance roles. However, the financial reporting cycle determined a private institutional and company meeting cycle and this created opportunities for private information collection and for governance influence by FIs. In addition, the perceived limitations of public governance mechanisms such as voting encouraged private governance approaches. As a result, the case financial institutions had the incentive and the means to improve the quality of their sources of corporate information and to obtain a competitive edge over other financial institutions and the market through their direct contact with companies. Despite the limitations of public information, the paper reveals how public disclosure in financial statements and the financial reporting cycle played a central role in corporate governance. Public sources of information were combined with private sources to create a financial institutional knowledge advantage. The institutions used this knowledge to diagnose problem areas in strategy, management quality, and the effectiveness of the board, and their impact on financial performance. The financial reporting cycle meant that the quasi insider financial institution had the access opportunity and the joint public/private insight to influence companies across a wide corporate governance agenda and in a range of corporate circumstances. The case institutions exploited these private access and knowledge advantages for investment purposes and for Cadbury style corporate governance purposes. Thus, the private governance process was critically dependent on the FI knowledge advantage, which in turn relied on both financial reports and private disclosure. This wide ranging governance behaviour by institutions corresponds to recommendations subsequently made by the Hampel report in 1998 concerning UK corporate governance. The paper ends by exploring how the private institutional and company meeting agenda can suggest new directions for financial reporting and public disclosure and how this can further improve public and private corporate governance.     

Country institutional environments and international strategy: A review and analysis of the research

We review and analyze the growing body of literature that addresses the institutional context of international strategy. By examining articles in eleven major journals from January 2008 to July 2020, we identify six major categories of international strategies and implementation approaches: market entry and internationalization, political strategies, multinational technology and innovation, multinational corporate social responsibility, multinational headquarters and subsidiary relationships, and international human resources management. A parallel analysis of the relevant institutional variables categorizes institutions into eight types: economic institutions, political institutions, regulatory institutions, normative institutions, administrative institutions, cultural/cognitive institutions, demographic institutions, and knowledge institutions. These eight categories allow us to contextualize the institutional environment in which the six international strategies and implementation approaches are employed. Our review identifies important progress in international strategy research that has yielded a greater understanding of institutional impact on multinational activities. Yet, it also reveals that many areas of international strategy research remain fragmented, highlighting the need for future research and suggesting new directions for such investigations. Our analysis concludes by identifying knowledge gaps in each of the six strategy categories and making a series of suggestions for relevant future research.     

The Institutional Trust Paradox in Bangladesh

This paper maps institutional trust in Bangladesh and analyzes to what extent citizens perceive public institutions to be trustworthy. According to a number of expert evaluations, public and political institutions in Bangladesh do not stand out as very trustworthy. Yet, despite such expert evaluations, recent survey data indicate that popular trust is quite high in certain major institutions such as the parliament and the central government. Since it is misplaced, the high level of popular institutional trust presents a paradox. It implies some kind of blind or naive trust, which may be dysfunctional for the emergence of a democratic governance system.     

机构投资者参与公司治理决策的模型分析

在对相关文献回顾的基础上,构建数学模型研究了机构投资者参与治理决策的影响因素.最后,结合我国机构投资者参与影响上市公司治理的实践,探讨了模型的应用价值,提出了相应的政策建议.     

关于企业法人治理结构的三个理论问题

从理论的角度深入剖析了企业法人治理结构的内涵和本质,探讨了其有效性的条件,并对其在企业改革与发展中的作用进行了客观的评价。笔者认为,建立有效的企业法人治理结构必须从完善股权结构入手,而国有企业真正走出困境必须进行综合治理。     

How do boards of directors contribute to family SME export intensity? The role of formal and informal governance mechanisms

Internationalization is a strong challenge that firms have to face today. However, small and medium-sized family firms internationalize their business after consolidating their position in domestic markets. Family SMEs approach international markets usually through export activities. Considerable academic attention has been given to family SME export behaviour, however, the debate is still inconclusive. Therefore, more attention on family SME unique governance mechanisms may shed a new light on this issue. The paper analyses family SME export intensity by showing how the board of directors could provide assistance in the selection and implementation of this strategy. We explore whether, and to what extent, both formal and informal features of boards of directors (dual governance) influence family SME export intensity. This is explored in a sample of 101 Norwegian family SMEs. Export intensity is the dependent variable and hypotheses on the positive effect of independence in board behaviour (formal governance mechanism), relational norms and trust (informal governance mechanisms) are supported. The paper has substantial theoretical contributions and practical implications. The results show that formal and informal governance mechanisms can co-exist complementing and supplementing each other, thus positively influencing family SME export intensity.     

机构投资者参与公司治理积极性的分析

在对公司治理和资本市场发展的研究中,机构投资者的作用越来越受到重视.本文基于机构投资者与公司治理间的相关性和国内外已有的研究成果,通过数理模型的一般分析阐释了影响机构投资者参与公司治理积极性的四个因素:持有单个公司的股权比率、资本市场中公司治理结构不完善的概率、所投资公司治理结构的完善程度以及监督成本,并得出了有关的研究结论.最后本文,对机构投资者积极参与我国上市公司治理提出了若干政策建议.     

政治治理、管理层权力与国有企业过度投资

党组织参与公司治理是我国国有上市公司治理的重要特征。本文以2011-2016年国有上市公司为样本,研究了政治治理、高管权力与过度投资的关系。结果表明,管理层权力与过度投资显著正相关,政治治理对管理层权力起抑制效应,减小了管理层权力较大企业过度投资的可能性。党委书记或党委副书记兼任董事、党委书记或党委副书记兼任高管分别对管理层权力与过度投资的正向关系产生抑制效应,而党委书记任董事长与党委书记任总经理的政治治理模式则分别与管理层权力与过度投资的正向关系产生协同效应。分组检验结果表明,地方国有企业中管理层权力与过度投资的正向相关关系较之中央国有企业更为显著,政治治理的对于管理层权力与过度投资关系的抑制作用在中央国有企业中比在地方国有企业中更为显著;在2015年新文件发布之后,管理层权力与过度投资的正向相关关系不再显著,政治治理对管理层权力的抑制效应较新文件发布前更为显著,降低了管理层权力较高的企业过度投资的可能性。     

It’s all about culture! Institutional context and ownership concentration across Europe

It is widely recognised that the formal institutional context affects firm ownership concentration. However, the impact of the informal institutional context has received less research attention. Drawing from institutional theory, we tested our hypothesis that both the formal and informal (cultural) institutional contexts simultaneously influence firm ownership concentration. Based on a firm-level database of the largest 600 listed companies in 19 European countries for the period 2009–2015, we found that both formal and informal institutional contexts, considered independently from each other, affect the level of firm ownership concentration. However, when these institutional contexts are considered together, the significance of the formal institutional context's effect on ownership concentration disappears while the informal (cultural) institutional context remains significant. Specifically, our findings indicate that high power distance, collectivism, uncertainty avoidance, restraint, and short-term orientation favour firm ownership concentration. Overall, our findings demonstrate that the diversity in European cultures explains firms' different levels of ownership concentration across European firms, signalling that the European Union's efforts towards a common regulatory frame may not necessarily lead to a convergence of European firms' ownership structures and, consequently, of corporate governance practices.     

机构投资者公司治理角色的识别:一个基于持股比例的博弈分析

机构投资者在公司治理中扮演有效监督者还是利益攫取者角色视其持股情况而定.本文基于一个完全信息静态博弈模型刻画了与机构投资者公司治理角色选择行为相对应的持股比例,为健全我国机构投资者的监管制度提供理论支持.     

Home country institutions and exports of firms in transition economies: Does innovation matter?

We draw on institutional theory and the resource-based view to analyze the relation between home-country governance imperfections and the export intensity of firms in transition economies, including an examination of the moderating role of innovation. We propose that greater governance imperfections result in lower export intensity and that innovation mitigates the constraints of operating with weak home-country institutions. Analyses of panel data from the Business Environment and Enterprise Performance Survey (BEEPS) on firms from transition economies provide support for our arguments. Our findings allow us to conclude that although firms from transition economies face difficulties to export due to the regulatory constraints of their home countries, a strategy based on innovation represents a viable way of overcoming these limitations.     

Governing Project-based Firms: Promoting Market-like Processes within Hierarchies

This article takes an empirical point of departure in an in-depth study of an R&D organization that was transformed into a strongly project-based organization. As demonstrated in the analysis, its mode of governance differed radically from traditional bureaucratic and cultural conceptions of governance. Instead the new “rules-of-the-game” introduced amounted to creating an institutional framework, promoting new individual responsibilities and enabling lower level market-like processes of self-organizing discovery. The specific set-up used, included anew organization structure, new responsibilities, etc and the use of “prices”, playing a role both in shaping incentives and guiding knowledge work. The interpretation put forward relies on combining economic theories of governance with more “fine-grained” organization theories, and suggests that there is some discretion for top managers to engage in the design of a market-promoting mode of governance for their project-based firms. This revised version was published online in July 2006 with corrections to the Cover Date.     

Institutionalized norms of conducting research and social realities: A research synthesis of empirical works from 1983 to 2002

Based on a systematic review of the last 20 years of empirical research grounded in institutional theory, we identify some of the main norms of conducting research in this literature. The level of institutions, the formal/informal institutional pillars and the direction of effects are the foundation of these norms addressed by researchers in the last two decades. This review indicates that empirical research is well behind changes in social realities. This may be related to both the institutionalization process that takes place in any academic research and to the suggested difficulty that scholars find in moving away from widely accepted research models and practices, given the context within which they evolve. It is also concluded that local/national regulative institutions are giving up their position to more global normative and cognitive organizational field institutions. As the business environment become more global, giving more importance to transnational and informal institutions will be more crucial in institutional analysis of organizations.     

When Financial Intermediaries are Corporate Owners: An Agency Model of Institutional Ownership

Increasingly, the equity investments of individual investors are being channeled through financial institutions. This article posits that the role of institutional owners as financial intermediaries, and the resulting complexity that institutions bring to ownership, distinguish institutional ownership from individual ownership. I develop a model of institutional ownership, referred to as the nexus agency model (NAM), which reflects this complexity. The model provides a framework for identifying the potential additional agency costs to beneficial owners that are associated with owning via financial institutions. The degree to which owning via institutions benefits individual owners depends on the adequacy of the legal and regulatory environment and governance mechanisms in protecting individual owners' interests. The applicability of the nexus model to different institutional owner types is then demonstrated in a discussion of U.S. public and private pension plans and mutual funds, leading to the generation of a NAM-based research agenda for each type and across the types. The article ends with discussion of the model's applicability to non-U.S. institutional environments.     

制度环境、公司治理对企业竞争优势的影响研究——基于中国上市公司的经验证据

如何通过外部制度和内部制度的安排延续企业的竞争优势,是制度变迁背景下中国企业面临的核心问题.本文以2002年-2005年的中国上市公司为样本,基于国内地区差距,实证分析了制度环境和公司治理时企业竞争优势的影响.回归结果发现,政府支持市场化程度、经济法律环境水平、股权集中度、股权竞争度、董事会独立性、专业委员会设置程度以及股东参与决策程度与企业竞争优势显著正相关.研究结果表明,好的制度环境与有效的公司治理能提高企业的竞争优势;企业持续竞争优势的源泉应包含以政府为主体的宏观层次的制度竞争和以企业为主体的微观层次的公司治理竞争.     

The Role of Financial Institutions in the Corporate Governance of Listed Chinese Companies*

This paper explores the role of Chinese financial institutions in the corporate governance of listed companies through interviews with both senior managers of financial institutions and board directors of listed companies. Our results show that, while most securities companies are passive investors, a good proportion of the active mutual funds help their portfolio companies prepare financial forecasts, standardize their operations, raise external funds, strengthen their company image in the capital markets, and sometimes intervene in corporate issues. This limited role can be attributed to a number of factors specific to the Chinese context including highly concentrated state ownership, an immature regulatory environment, inadequate transparency and disclosure of financial information, and weak corporate governance within financial institutions themselves. It could also be affected by several other factors that are considered to cause institutional passivity in developed countries such as conflicts of interest, monitoring costs and lack of expertise.     

Total Board Compensation,Governance and Performance of Spanish Listed Companies

In this paper we present empirical evidence on the relationship between board remuneration of a sample of large Spanish companies and a set of explanatory variables such as performance and size of the company. The objective is to provide additional empirical evidence based on the agency theory for the Spanish institutional context, which differs from most ‘Anglo–Saxon’ model studies. We focus on the impact of a company's governance structure on the relationship between pay and performance. Specifically, we consider ownership concentration and firm leverage as key determinants of the board–shareholders relationship. Our results confirm the positive relationship between board remuneration and company performance, which is stronger for book values than for stock market measures. Industry performance also explains the remuneration and provides useful information for evaluating board behaviour. Company size is also related to board remuneration and affects the pay–performance relationship, although it is not relevant when we use an elasticity approach. Finally, the governance structure of companies is relevant when explaining the power of the compensation–performance relationship, and differences between the impact of ownership concentration and firm leverage on this relationship are found.