A Swiss‐Army Knife? A Critical Assessment of the Extractive Industries Transparency Initiative (EITI) in Ghana

Within the current global atmosphere where a universally accepted police force is nonexistent, there are several voluntary norms and codes of conduct that exist to guide how corporations behave worldwide. These have come as a result of many years of poor performance in the areas of social, financial, and environmental responsibility. Such norms are expected to prescribe and proscribe certain types of corporate behavior but when one examines the reality on the ground, the story is not that straightforward. This article assesses the effectiveness of the Extractive Industries Transparency Initiative (EITI) in the Ghanaian context with a focus on the mining sector. Based on primary qualitative data the argument is that even though the EITI is performing some function, it has ways to go before it can become an across‐the‐board viable tool for transparency and proper accountability. Five prevailing weaknesses are discussed to underscore this case.     

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.     

Whistle-blowing regulation in different corporate governance systems: an analysis of the regulation approaches from the view of path dependence theory

The research question of this paper is, if and why countries need different legal approaches to whistle-blowing regulation. The paper specifically explores whether regulation approaches from other countries are suitable to regulate whistle-blowing in the German corporate governance system. First, it is clarified which factors influence the choice of the desired action—that is, “internal whistle-blowing”—and it is demonstrated that the underlying corporate governance system has a potential influence on these factors. Next, it is shown that the consistency of systems is responsible for the lack of success of some legal approaches of the whistle-blowing regulation in special corporate governance systems, whereas in other systems they can be very successful. Finally, the paper presents the requirements for whistle-blowing regulation that does not damage the consistency of the underlying corporate governance system. The findings support path dependence theory, which claims that legal approaches of one country cannot be transferred to other countries. Moreover, whistle-blowing literature is expanded by the fact that the underlying corporate governance system of a country influences the power and loyalty of the employee. It suggests new avenues for whistle-blowing research as well as for the potential convergence of corporate governance regulation. The findings offer insights for policy makers interested in the development of legal proposals for whistle-blowing regulation in their countries. Moreover, it provides a new perspective to enable managers of multinational firms to design whistle-blowing systems within different corporate governance systems.     

The cross-border hostile bid fight between Scania in Sweden and the two German companies MAN and Volkswagen: institutional change and the mandatory bid rule

International hostile takeovers provide a unique context for studying how corporate governance mechanisms migrate across countries. This paper is prompted by a case study of the cross-border takeover fight between the target companies Scania (Sweden) and MAN (Germany) and the involvement of the owners of Volkswagen, Porsche (both Germany) and Investor (Sweden), 1999–2014. It reveals how incumbent owners in Germany and Sweden—two countries with a history of corporate control through blockholdings, corporatist-governance, state control (Germany) and multiple voting shares (Sweden)—manage to take advantage of the minority shareholders through arbitraging the differences in implementation of a new governance device across borders. The study focuses in particular on the mandatory bid rule (MBR) that forces a shareholder who passes a certain threshold of ownership to bid for the rest of the shares. The study reveals over twenty incidents of breaches of the idea of the MBR, to the detriment of minority shareholders. Building on institutional theory and sociology, the study provides useful insight into how incumbent actors may use bargaining power to capture a new regulation and circumvent it. Furthermore, the case illustrates the importance of legitimacy in the efforts to converge corporate governance systems. Thirdly, it adds to the critique of the mandatory bid rule in countries with a governance system supporting blockholders. Overall, the study raises a number of important issues regarding how national politics shape corporate governance and responds to new actors and coalitions of actors entering the scene. A convergence of takeover regulation not compatible with the legal framework might result in a less efficient than anticipated outcome of the market for corporate control. These results are consistent with the institutional theory perspective that key actors may have a vested interest in resisting change.     

Revisiting corporate governance through the lens of the Spanish evidence

The purpose of this study is to illustrate the characteristics of the Spanish corporate governance system and especially describe the diffusion of each mechanism among listed firms, in comparison with other industrialized countries. In doing so, we identify idiosyncratic traits of the Spanish corporate governance model that points up how the dichotomy between outsider- and insider-oriented models is simplistic and does not fit with the Spanish context. We argue, instead, that corporate governance has evolved in Spain towards a hybrid model that is situated in an intermediate position between the two aforementioned systems. The result of this hybridization is a system characterized by a new role for the state as a regulator, the presence of large blockholders, and a higher free float of capital on the stock market. Still, it is a very weak market for corporate control, and has reduced incorporation of Anglo-Saxon practices such as information transparency, board independence, or variable compensation packages for the management.     

Introduction to Special Issue on Sustainable Corporate Governance

Papers in this special issue focus on sustainable corporate governance measures in the aftermath of the financial crisis, and a background environment of increased scepticism over executive pay and corporate behaviour more generally. The authors provide an overview of recent corporate governance reforms, including ‘say‐on‐pay’ and gender‐pay‐gap transparency, and explain how the research papers in the special issue contribute to understanding of corporate governance research and practice in the areas of boards of directors, corporate governance reform and corporate culture and risk‐taking.     

Die Rolle des Bilanzrechts in der aktuellen Corporate Governance-Diskussion

This paper discusses the role of accounting and auditing and its regulation in the current debate over good corporate governance. Part I addresses the functional relationship of accounting and corporate governance and the extent to which the goals of accounting and auditing on one hand and of corporate governance on the other hand converge. Part II discusses the ways in which specific substantive and formal or procedural features of accounting and auditing are designed to foster the goals of good corporate governance. Finally, part III presents a number of regulatory steps taken recently in order to enhance efficiency of accounting and auditing as devices to promote good corporate governance. It becomes evident that despite strong emphasis on information and disclosure as core functions of accounting, the original and prime function of accounting is self-information and self-account, particularly with regard to corporate governance, as has been evidenced by recent attempts of regulators to exploit self-information and self-account functions of accounting in the context of risk-management and the relationship between accountant and supervisory board. From a regulator’s perspective this recent development is of particular interest since after a long period of focusing on transparency and disclosure the classical technique of material regulation is back in the center or legislative attention.     

Is there a distinctive MENA model of corporate governance?

This study explores the diversity of corporate governance practices in the MENA region, with particular emphasis on Saudi Arabia and Egypt. Interviews with senior managers find that the state, foreign investors and large family groups act as monitors of corporations in both countries, whereas the role of institutional investors and other shareholder activist groups is minimal. Ownership was more concentrated in Egypt than in Saudi Arabia, particularly in family firms. However, control is firmly in the hands of dominant shareholders even when ownership concentration is not high enough to merit such control and boards are dominated by majority shareholders. The high levels of concentrated ownership and control, and the low levels of disclosure and transparency, clearly differentiates the corporate governance system in the region from that in Anglo-American countries while the importance of state and family shareholders reflects characteristics of organisation and control found in many developing countries, predominantly those in Asia. However, it remains premature to speak of a unique MENA model of corporate governance.     

Evolution of the Debate on Control Enhancing Mechanisms: A Systematic Review and Bibliometric Analysis

This paper aims to assess the state of the art, the structure and the evolution of the debate on control enhancing mechanisms (hereafter CEMs). It combines bibliometric and qualitative methodologies to analyze 210 articles published in scientific journals up to 2014. The findings show that the academics’ interest has increased over time, and the research has simultaneously developed along two main poles: antecedents and consequences of the proportionality principle. The analyses also reveal that the debate stems from the US studies on the legal principles of disproportionate ownership devices at the end of 19th century, and has been strongly fueled by the ‘law and finance’ theorists. This paper has both theoretical and practical implications. First, it provides insights into underexplored issues where future research efforts could be focused. Second, it supports new policy‐making interventions to CEMs and encourages investor regulation and corporate transparency.     

Corporate Governance and Director Accountability: an Institutional Comparative Perspective*

This paper examines the role of boards of directors in light of institutional contingencies and recent best practice governance guidelines and regulation such as the United Kingdom Higgs Review and the United States Sarbanes‐Oxley Act 2002. Particular attention is paid to discussing the role of independent directors across countries, and the implications for corporate governance innovation. It concludes by posing questions about recent corporate governance transformations and providing suggestions for future research.     

Labour Market Flexibility,Human Resource Management and Corporate Performance

Labour market flexibility is often portrayed as a key to the competitive success of the UK and US economies. We surveyed several hundred firms in the UK, and using the resulting data (on over 200 manufacturing firms) this paper investigates the relationships between firms’ use of flexible work practices, human resource systems and industrial relations on the one hand, and corporate performance on the other hand. The results suggest that ‘low‐road’ practices – short‐term contracts, a lack of employer commitment to job security, low levels of training and low levels of human resource sophistication – are negatively correlated with corporate performance. In contrast, it is found that ‘high‐road’ work practices –‘high commitment’ organizations or ‘transformed’ workplaces – are positively correlated with good corporate performance. It is also found that human resource management practices are more likely to contribute to competitive success where they are introduced as a comprehensive package, or ‘bundle’ of practices. Significant interaction effects between human resource systems, trade unions and flexible work practices add further support to the bundling hypothesis.     

How the Resource-based and the Dynamic Capability Views of the Firm Inform Corporate-level Strategy

This paper explains that the resource‐based view essentially addresses issues of competitive strategy, but by integrating some arguments from its evolutionary version, the dynamic capability view, it can be extended to inform our understanding of corporate‐level strategy. We concentrate on the issue of value creation from corporate centres and ask how the centre can possess or provide resources. The primary dynamic capabilities identified by Teece, Pisano and Shuen (1997) are elaborated into six distinct modes of resource creation. Each mode is considered in relation to a set of organizational design parameters. We then propose resource‐creating configurations that are congruent with respect to the modes and the required states of the design parameters. We point out areas of tension that are likely to arise if corporations try to combine different modes of resource creation. We conclude that corporate centres may possess resources but must display dynamic capabilities otherwise they will destroy shareholder value.     

Efficient Take‐Back Legislation

Product and waste take‐back is becoming more regulated by countries to protect the environment. Such regulation puts an economic burden on firms, while creating fairness concerns and potentially even missing its primary target: environmental benefits. This research discusses the economic and environmental impacts of extended producer responsibility type of legislation and identifies efficiency conditions. It is shown that the right policy would (i) make producers responsible for their own waste to avoid fairness concerns and (ii) favor eco‐design producers to create stronger environmental benefits. Furthermore, the efficiency of take‐back systems is also driven by environmental classification of products, industry structure, and end‐user willingness to participate in take‐back programs.     

The Challenges of Socially Responsible Investment Among Institutional Investors: Exploring the Links Between Corporate Pension Funds and Corporate Governance

During the last few decades, globalization of finance markets has come under increasing pressure to manage the many risks that companies face due to the negative impact that certain financial crises have had on securities quoted on the stock exchange. Simultaneously, there is a growing tendency among different institutional investors to take into account nonfinancial aspects—social, environmental, and ethical values—of company management. In this respect, increasing numbers of asset managers are aware of the importance of nonfinancial aspects of company management for finance markets. Asset managers integrate corporate social responsibility, sustainability policies and corporate governance strategies as indicators in risk management and the search for long‐term investments. The largest segment of socially responsible investment (SRI) screened and mutual funds are portfolios that are privately managed on behalf of institutions. Socially responsible investors include private and public pension funds, mutual funds, and private accounts that are managed on behalf of institutional investors such as corporations, universities, hospitals, religious institutions, and nonprofit organizations, among others. The aim of this paper is to analyze the development of SRI‐screened management corporate pension plans in the Spanish finance market. Spain is one of the European countries with a less developed SRI institutional market. Since SRI is still at the fledgling stage in the Spanish institutional market, this analysis is restricted to the awareness of SRI among a sample of the total number of corporate pension funds or schemes in Spain. The paper concludes with some proposals to encourage wider SRI acceptance and practice in Spain.     

A modelling system for local government resource planning

A major problem in local government is how to maximise the effectiveness of resource allocation. Senior officers and members concerned with corporate and strategic issues must take account of contemporary information of considerable variety and combine this with estimates of the future in their attempts to achieve rational resource allocation. This article describes the development of an experimental computer based corporate modelling system at Clwyd County Council which was designed to support allocation decisions pertaining to a 5 year planning period. It is concluded that a firm basis was achieved for progress towards a comprehensive operational system.     

Why Are Some Subsidiaries of Multinationals the Source of Novel Practices while Others Are Not? National,Corporate and Functional Influences

It has frequently been argued that multinational companies are moving towards network forms whereby subsidiaries share different practices with the rest of the company. This paper presents large‐scale empirical evidence concerning the extent to which subsidiaries input novel practices into the rest of the multinational. We investigate this in the field of human resources through analysis of a unique international data set in four host countries – Canada, Ireland, Spain and the UK – and address the question of how we can explain variation between subsidiaries in terms of whether they initiate the diffusion of practices to other subsidiaries. The data support the argument that multiple, rather than single, factor explanations are required to more effectively understand the factors promoting or retarding the diffusion of human resource practices within multinational companies. It emerges that national, corporate and functional contexts all matter. More specifically, actors at subsidiary level who seek to initiate diffusion appear to be differentially placed according to their national context, their place within corporate structures and the extent to which the human resource function is internationally networked.     

How does interpersonal justice affect outside directors’ governance behavior? A cross-cultural comparison

We examine the impact of interpersonal justice among outside directors on the board and between a director and the CEO regarding the director’s monitoring and resource provision behaviors in different cultural contexts. We argue that directors from individualistic countries are more influenced by CEO interpersonal justice while directors from collectivistic countries are more affected by the board interpersonal justice. Our main effect results indicate that interpersonal justice with board members is positively related to both monitoring and resource provision by a director, while CEO interpersonal justice is related only to resource provision. Our results also show different effects on the director’s behaviors between three countries, i.e., Canada, Singapore, and Spain. We found that CEO interpersonal justice is positively associated with resource provision in Canada, while board interpersonal justice is positively related to both monitoring and resource provision in Singapore and Spain. These results suggest that directors discharge their board duties differently by how they are treated by other directors and the CEO and that their governance behaviors vary by culture. This study contributes to the literature on comparative corporate governance by showing the differences in directors’ behaviors in different cultural contexts.     

Harnessing SD and CSR within Corporate Self‐regulation of Weak Economies— A Meta‐regulation Approach

The semantic of the terms “sustainable development” and “corporate social responsibility” have changed over time to a point where these concepts have become two interrelated processes for ensuring the far‐reaching development of society. Their convergence has given dimension to the environmental and corporate regulation mechanisms in strong economies. This article deals with the question of how the ethos of this convergence could be incorporated into the self‐regulation of businesses in weak economies where nonlegal drivers are either inadequate or inefficient. It proposes that the policies for this incorporation should be based on the precepts of meta‐regulation that have the potential to hold force majeure, economic incentives, and assistance‐related strategies to reach an objective from the perspective of weak economies.     

Delistings and the costs of governance: a study of European stock exchanges 1996–2004

In recent years there has been a dramatic increase in delistings from stock exchanges in the US and Europe, and this trend has been partly attributed to increasing administrative costs in listed companies. Has corporate governance regulation gone too far? We examine delistings from European stock exchanges 1996–2004 and find that standard corporate governance regulation—like investor protection and corporate governance codes—is associated with more delistings and in particularly going private transactions. In contrast, the tendency to go private is found to be lower, when the quality of overall governance is high. The results continue to hold when we take into consideration that governance policy may be endogenous.