Governance,boards and value co-creation: Changing perspectives towards a service dominant logic

In this multidisciplinary and conceptual paper, we use insights from new and challenging developments in the management and marketing literature to inform corporate governance research. We shed light on the role of governance and specifically boards of directors in value creation in small and medium enterprises. While corporate governance research mostly tends to emphasise the role of governance mechanisms such as boards in the protection and distribution of value, our research problematises such a narrow view and (re)conceptualises their role in value co-creation. By exploring the role of boards as resource integrators within a wider service ecosystem, we propose novel ways in which boards can become integral to firms’ value creation processes. In doing so, we develop a new logic for framing the boards’ tasks and suggest new directions for corporate governance research and practice. We apply an empirical conceptualisation strategy in order to make our findings more accessible.     

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.     

Exploring information technology governance and control of web site content: a comparative case study

Information technology (IT) governance is a key component of corporate governance. Effective IT governance can support web-based strategic initiatives such as the dissemination of information on corporate web sites. However, the IT governance literature does not provide insights about the role of IT governance in controlling this information. There is also a lack of research in the web-based reporting literature on the important issue of control of web site content. This comparative case study aims to explore the relationships between IT governance and the control of web site content. In doing so, IT governance structures, processes and relational capabilities, as well as web site content control, are first described for each of four cases. Then, profiles of relationships between IT governance and web site content control are identified and key attributes characterizing the profiles are outlined. Findings suggest that IT governance within firms is more developed than the control of web site content. Moreover, IT governance structures, processes and relational capabilities can be related to control of web site content processes. IT governance structures can also be related to control of web site content structures and relational capabilities. This study contributes to the governance, control and web-based reporting literatures as an exploratory step before building a theory of relationships between IT governance and web site content control. Further, the study has practical implications as it enhances the understanding of the role of Boards of Directors, senior executives and internal auditors in IT governance and the control of web site content.     

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.     

Corporate Governance and New Organizational Forms: Issues of Double and Multiple Agency

This paper addresses corporate governance inthe light of two relatively new developments inorganizational form, respectively towardsdevolved initiative within firms andpartnerships between firms. In so doing, itargues for an extension of corporate governancetheory and practice to take better account ofthe problems arising from double and multipleagency. New organizational forms can bereconciled with the requirements for corporategovernance through a number of complementarydevelopments, including the cooptation ofemployees and junior partners into ownershipand governance, more inclusive forms ofcontrol, mutual monitoring and the promotion oftrust.     

The 2007 financial crisis: strategic actors and processes of construction of a concrete system

The recent financial and economic crisis, defined “a once in a century credit tsunami” by former President of Federal Reserve, Alan Greenspan, has produced relevant damages in all economic sectors, making many people much poorer. For this reason, many scientific contributions have addressed the causes of the crisis, focusing mostly on the ‘bad practices’ in lending and credit securitization procedures as well as in corporate governance mechanisms ruling the banking system. Our work is based on an organizational perspective and it reviews the crisis under a theoretical model that combines the political and new institutionalist studies, in order to show evidence of the intense network of relationships and interests underlying the financial system government. In doing so, we identify the key players acting as institutional entrepreneurs that, levering on their resources and power, have contributed to construct and reshape the institutional framework—normative and symbolic—ruling the so called Great Moderation period.     

International Evidence on the Determinants of Organizational Ethical Vulnerability

This paper proposes a model to explain what makes organizations ethically vulnerable. Drawing upon legitimacy, institutional, agency and individual moral reasoning theories we consider three sets of explanatory factors and examine their association with organizational ethical vulnerability. The three sets comprise external institutional context, internal corporate governance mechanisms and organizational ethical infrastructure. We combine these three sets of factors and develop an analytical framework for classifying ethical issues and propose a new model of organizational ethical vulnerability. We test our model on a sample of 253 firms that were involved in ethical misconduct and compare them with a matched sample of the same number of firms from 28 different countries. The results suggest that weak regulatory environment and internal corporate governance, combined with profitability warnings or losses in the preceding year, increase organizational ethical vulnerability. We find counterintuitive evidence suggesting that firms’ involvement in bribery and corruption prevention training programmes is positively associated with the likelihood of ethical vulnerability. By synthesizing insights about individual and corporate behaviour from multiple theories, this study extends existing analytical literature on business ethics. Our findings have implications for firms’ external regulatory settings, corporate governance mechanisms and organizational ethical infrastructure.     

经营能力、协调治理与企业绩效:基于中国数据的实证研究

在解释企业绩效差异性时,无论是委托代理理论还是能力理论都存在一定的片面性。而结合治理机制与经营能力以探讨企业的竞争力,可以为深入理解企业的性质和成长差异性提供更为丰富的解释。本文立足于企业家要素,以能力理论和委托代理理论为基础,并基于国内283份企业数据,从经营能力和协调治理机制的单因素、多因素以及它们的相互作用三个方面统计检验了企业绩效差异性的渊泉。本文的研究结果表明,当对经营能力、协调治理分别进行考察时,这些因素的不同指标都在一定程度上影响到企业的绩效;当对这些因素进行综合考察时,经营能力的贡献则明显高于治理因子的作用;经营能力与协调治理之间存在较弱的互补性,并且这种作用主要体现为改进市场潜力而不是投资净收益。     

Service tasks of board of directors: A literature review and research agenda in an era of new governance practices

In their seminal review article on board of directors, Johnson, Daily, and Ellstrand (1996) distinguished between the control, service, and resource dependence tasks of the board and called for a stronger focus on board service tasks. Following this call, service tasks of boards have been subject to increased scholarly attention, with new theoretical perspectives and methods introduced. This paper aims at presenting the current state of research on board service tasks, departing from, and building on, the contribution of Johnson and colleagues. In doing so, we employ an Input-Process-Output-Context framework and craft an agenda for how future research could accommodate new governance practices and progress the field. Our review is relevant and timely as studies on the subject are gaining traction both in corporate governance and general management journals. Furthermore, our review on board service tasks proposes new alternative approaches to studying corporate governance which are especially appropriate in times in which a rethink of corporate governance frameworks and concepts is urgently needed.     

The diversity gap in leadership: What are we missing in current theorizing?

Relational models of organizational inequalities offer numerous insights around the role of micro, meso and macro processes that drive differential progress of diverse individuals into senior leadership roles. We propose that the Bourdieusian relational framework of capital, habitus and field, and Bourdieu's conception of symbolic violence, provide a powerful explanatory lens for understanding the continuing lack of diversity among our corporate leaders. In applying this framework, we highlight critical shortcomings in current conceptions of leadership development and significant implications for leadership theory. We highlight the ways in which gendered and racialized structures are created and reinforced preventing access to opportunities for corporate leadership to diverse individuals. Future leadership theorizing needs to place greater attention upon the context in which development occurs, how valuable capital comes to be prescribed, as well as the forces at work in generating structures that perpetuate differential access to the capital necessary to progress as leaders.     

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.     

Converging and Diverging Governance Mechanisms: The Role of (Dys)Function in Long‐term Inter‐organizational Relationships

This paper explores the dynamic interplay of formal/informal governance mechanisms, in terms of functional and dysfunctional consequences for both sides of the dyad, in long‐term inter‐organizational relationships. Using two longitudinal cases of UK defence sector procurement (warship commissioning) we move beyond notions of complementarity and substitution in governance towards a more nuanced view where the governance mix of inter‐organizational relationships can be convergent or divergent. Our findings, showing that relationships can exhibit functional and dysfunctional behaviour simultaneously, lead us to conclude that mismatches in governance mechanisms can be positive as well as negative. In building a context‐dependent understanding of governance we both summarize the (dys)functions associated with formal and informal governance mechanisms and explore their impact on relationship exchange performance over time.     

Corporate governance effectiveness along the entrepreneurial process of a family firm: the role of private equity

This paper was motivated by the increasing interest in the corporate governance debate on how effective structure and processes may influence entrepreneurial transitions. Along the entrepreneurial process, little research to date has investigated the exit in the context of entrepreneurial family firms. Previous literature has considered the exit mainly as a failure for entrepreneurial families, but when uncertainties arise this choice may enable ownership transitions, thus facilitating survival and long term strategies. Among the exit options, a private equity buyout may balance the family’s wealth protection and the firm’s future growth. However, which family specific characteristics and strategic needs may affect the exit option still remains a neglected topic. Drawing on corporate governance literature and recent research addressing entrepreneurship in family firms, this paper investigates, by a single case study, the bridging role of private equity buyout for going through entrepreneurial transitions. Findings suggest that a private equity buyout is a governance mechanism that may sustain an entrepreneurial transition by realigning family interests and goals. It may also allow the family commitment for improving organizational capabilities required by an entrepreneurial transition.     

The safety–quality dominant view of food chain integrity: Implications for consumer-centric food chain governance

Food chain integrity demands strengthening the position of end consumers in the food system. Shaping this consumer-centric agenda leads to a multi-dimensional quest where actors in the food chain need to remodel their production, processing and disclosure norms by focusing on end consumers’ expectations. Food chain integrity so far has largely been explained using the angles of fraud and criminality to mainstream the criticality of curbing intentional contamination in food chain operations. However, the view which accounts for how food safety and food quality expand the understanding of food chain integrity remains underdeveloped. Addressing this concern, we conceptualize the interaction space between the notions of food chain integrity, food safety and food quality using a unifying lens of supply chain governance in the food chain. In doing so, we outline the safety and quality-oriented arcs of food chain governance that are instrumental in creating consumer-centric processes. Drawing from systematic reviews, a multi-disciplinary article set is constructed involving the scholarships of food sector management, logistics and supply chain management, marketing and general management. The key findings outline five principal themes to notionally characterize the targeted interaction space and set the foundation of consumer-centric supply chain governance for food chain integrity. Besides discussing diverse governance areas such as industrial co-regulation, newer emphasis areas for internal/external chain integration and the need for consumer integration in food chain processes, the thematic leads are distilled further to outline macro- and micro-level arcs of consumer-centric food chain governance along with strategic pathways for future research.     

Interorganizational Trust: Origins,Dysfunctions and Regulation of Rigidities

This conceptual paper extends research on the downsides of developing trust to partners in interorganizational relationships. The idea developed captures that, although interorganizational trust generates benefits, a parallel process also produces undesired rigidities. Firms' flexibility in meeting a changing environment may thus be hampered rather than enabled by the created interorganizational relationship. First, we theorize on the micro‐processes of how and why such rigidities develop already at low levels of trust and accumulate in parallel to the positive trust effects as trust builds stronger over time. Second, we propose that the trust dysfunctions can be distinguished and moderated separately from trust benefits. In doing so, we identify and discuss the moderating potential of a set of handling tactics when trust develops rigidities in the relationship: competing, accommodating, avoiding, collaborating and compromising tactics. We discuss implications in relation to research on trust, inertia and interorganizational governance.     

Factors of Employees’ Effective Voice in Corporate Goverance*

Traditionally, corporate governance has focused on the problem of crafting mechanisms to align the interests of owners and managers. The key characteristic has been to minimize the potential for managers to act in their own self-interest at the expense of shareholders. The purpose of this paper is to focus on employees as stakeholders in the governance process. We argue that creating an environment where employees have help in behaving ethically, in the course of their work, is the first step in encouraging them to voice observations of wrongdoing. Seven groups of professionals in the accounting and insurance fields were surveyed during a 10-year period and asked to indicate the extent to which 14 items were helpful in dealing with ethical challenges. Over 2700 responses were analyzed. The findings indicate that professionals think that their organizational culture and policy for voice was more helpful in dealing with ethical dilemmas than was their professional association. *Presented at the 2004 European Academy of Management Conference in St. Andrews, Scotland     

The substitution of governance mechanisms in the evolution of family firms

This paper examines how family firms substitute corporate governance with family governance and self-governance at different stages of their development. We argue that the types of agency problems that family firms face as they pass from one generation to the next determine the extent to which these mechanisms can be used as substitutes for one another. Our empirical investigation provides evidence that in the early stages of a family firm's life cycle, instruments of self-governance lessen the need for mechanisms of corporate governance, whereas in the later stages, instruments of family governance can substitute for mechanisms of corporate governance.     

Employee voice on social media — An affordance lens

Voice mechanisms in organizations provide an opportunity for employees to have a say about their work. As new digital mechanisms, such as social media (SM), are being increasingly adopted by organizations for knowledge sharing, employee engagement and general communication, it is important to consider the extent to which SM may facilitate employee voice. The limited attempts to examine SM and employee voice have mostly focused on identifying the contextual factors that could promote constructive voice on SM. The extant literature does not explore how SM features may (or may not) facilitate all types of voice, such as those which promote employee interests. Adopting an affordance lens, this paper answers the call of voice scholars to explore the potential of SM as a voice mechanism by discussing the perceived value of different SM features for different types of employee voice content. The paper brings together SM and voice literature and explores how different SM affordances may potentially facilitate certain voice content more so over others. In doing so, future directions for research of voice on SM are also discussed.     

A Behavioral Theory of Corporate Governance: Explicating the Mechanisms of Socially Situated and Socially Constituted Agency

We propose a behavioral theory of corporate governance based on an ontological foundation of socially situated and socially constituted agency. More specifically, we advance a multi-level, mechanism-based, theory of governance that is socially informed yet actor-centric, and thus offers a distinct alternative to under-socialized governance theories, such as agency theory. We highlight the contributions of recent governance research in providing the foundation for such a behavioral theory, with particular emphasis on our prior work that demonstrated the relevance of social structural relationships, institutional processes, and social cognition. We conclude with a discussion of the central themes that emerge from our perspective.