Making corporate governance count: the fusion of ethics and economic rationality

Corporate governance codes extensively appeal to ethical standards of conduct. Rather than being articulated alongside economic axioms, ethical and moral precepts are intertwined within neo-classical economic argumentation across corporate governance standards. This paper explores the fusion between ethics and modern economic rationality and reflects on the scientisation of economics and ethics in academic discourse. The argument is then made that the enlistment of ethics within the epistemologically privileged posture of economics characterises corporate governance codes. The UK Combined Corporate Governance Code of 2006 is analysed to draw out the paper’s contention.

Governance of open source software: state of the art

In this overview of governance mechanisms developed within open source software (OSS) circles, three types of governance are studied: ‘spontaneous’ governance, internal governance, and governance towards outside parties. Moreover, two main ways in which lessons from OSS can be applied elsewhere are explored: peer production of products other than software, and embedding ‘peer-produced’ products and peer processes into existing institutions (‘coupling’).

The Emerging Perspective of Governance and Poverty Alleviation: A Case of Bangladesh

The majority of the rural people in the developing world are subject to severe poverty, inequality and unemployment. Over the years, a number of institutional approaches have been experimented to eradicate poverty from society. Despite the historical role accorded to the state, the states in many developing countries have not been quite effective in poverty alleviation. Following the global trends many developing country states have created space for the market forces and civil society organizations to contribute to poverty alleviation. This is what is popularly known as the new perspective of governance. This article intends to analyze the new perspective of governance and its role in poverty alleviation with empirical evidence from Bangladesh.

The governance of open source initiatives: what does it mean to be community managed?

The concept of ‘open source’ software initially referred to software projects managed by grassroots communities in public forums. Since 1998, the concept has been adapted and diffused to new settings that extend beyond software. While the open source community has maintained control over which software licenses can be considered ‘open source’, little attention has been paid to the elements that constitute community management. More private parties now contribute to OSS communities and more hybrid governance models have emerged. Before we can understand how hybrid models differ from a community managed model, a more precise definition is needed. This essay takes a step in this direction by identifying five core principles critical to community-managed governance.

Behavioral finance in corporate governance: economics and ethics of the devil’s advocate

The Common Law, parliamentary democracy, and academia all institutionalize dissent to check undue obedience to authority; and corporate governance reformers advocate the same in boardrooms. Many corporate governance disasters could be averted if directors asked hard questions, demanded clear answers, and blew whistles. Work by Milgram suggests humans have an innate predisposition to obey authority. This excessive subservience of agent to principal, here dubbed a “type II agency problem”, explains directors’ eerie submission. Rational explanations are reviewed, but behavioral explanations appear more complete. Experimental work shows this predisposition disrupted by dissenting peers, conflicting authorities, and distant authorities. Thus, independent directors, chairs, and committees excluding CEOs might induce greater rationality and more considered ethics in corporate governance. Empirical evidence of this is scant—perhaps reflecting problems identifying genuinely independent directors.

In—Credible Government: Legitimacy, Democracy, and Non-Governmental Organizations

This article analyses emerging trans-global networks of governance that are coming to light within a post-democratic form of governance that relies upon specific technologies of credibility building, as opposed to universalistic mechanisms of representation. Using the NGO sector as a model, and using examples from fieldwork conducted in the unraveled contexts of Bosnia and Croatia, and the unraveling context of Ecuador over the past decade, we show how intervention within the global south and post conflict realms, although often couched using such master terms as democracy, development and freedom, are in fact geared towards the generation of political legitimacy and influence through relationships based upon the exchange of credibility.

Democracy and Private Property: Governance of a Three-Party Public–Private Partnership

This paper contributes to the study of efficient governance of public–private partnerships (PPPs) through an inductive comparative case study of three riding schools in Sweden. Each school is a three-party PPP between a private firm, a democratic nonprofit association, and a municipality. The results indicate that efficient PPPs mixing private, collective, and communal interests can be established through an adaptive governance strategy. The private firm can shield the democratic association from market influence through adapting to market conditions; the municipality can create a governance strategy; and the democratic association can focus on providing riding services and fostering democratic governance.

Does one hat fit all? The case of corporate leadership structure

Recent corporate scandals have led to renewed campaigns for governance reforms, including calls for the separation of CEO and chairman positions. This paper argues that this trend ignores the possibility that differences in firm characteristics determine the appropriateness of separating or combining the two positions. I propose and test hypotheses on the determinants of leadership structure using a sample of 1,883 firms. I find that organizational complexity, CEO reputation, and managerial ownership increase the probability of CEO duality. I also find that whether CEO duality benefits or hurts the firm is contingent on firm and CEO characteristics. These results suggest that firms do consider the costs and benefits of alternative leadership structures, and that requiring all firms to separate CEO and chairman duties may be counterproductive.

The influence of executive age,career horizon and incentives on pre-turnover earnings management

In this paper we hypothesize that CEOs will be motivated to manage earnings prior to a turnover decision. This motivation comes from the horizon problem for CEOs nearing retirement age and for CEOs whose profit-based bonus is a large portion of their total compensation. We find that firms in which CEOs are nearing retirement age have large discretionary accruals in the year prior to turnover. Although we find firms with a larger proportion of profit-based bonus pay have larger discretionary accruals, this result is not robust with the inclusion of control variables in the regressions.

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Corporate governance and board accounts: exploring a neglected interface between boards of directors and management

There is an absence of research about what information boards of directors have access to and how they use that information. The purpose of this paper is to explore and theorize about the content and use of information to boards of directors. The paper introduces and elaborates on the concept of ‘board accounts’, which is defined as the information supplied to boards of directors by top-management. The paper locates the board accounts in the Swedish institutional setting and demonstrates how the concept can be operationalized in an empirical setting. On the basis of a unique material of archived board records in a Swedish company, the paper explores the board accounts over a period of 10 years (1989–1998). It is found that while use of the board accounts in the case study company changes considerably over time, the content of the board accounts remains largely unchanged. This raises questions about where and when directors receive information, the reliability of the information in the board accounts, and recent attempts to integrate corporate governance and management accounting (CIMA, Performance reporting to boards: a guide to good practice, 2003; CIMA strategic scorecard: boards engaging in strategy, 2005; Seal, Management Accounting Research 17(4):389–408, 2006). Finally, the paper discusses the merits of historical archive-based approaches in this field and possibilities for future research.

Can institutional investors fix the corporate governance problem? Some Danish evidence

It has been advocated within corporate governance that institutional investors may discipline management in listed firms and thereby alleviate the free rider problem associated with dispersed ownership. This article tests this hypothesis using a sample of Danish listed firms during 1998–2001 determining, whether ownership by institutional investors impacts performance, measured by Tobin’s q. Using three stage least squares, it is shown that aggregate ownership by institutional investors does not influence firm performance. However, when decomposing the results, it is found that joint ownership by the largest two Danish institutional investors, has a significant negative impact firm performance. Ownership by banks and to a lesser extent insurance companies significantly influences firm performance positively. The results somehow challenge the conventional wisdom, arguing that the black box view of institutional investors should be abandon. Therefore it is suggested that a more careful analysis should be devoted to each institutional investors own legal environment.

Empowerment as a success factor in start-up companies

In this paper, we develop a theoretical model of employee empowerment in start-ups by integrating different management-oriented approaches in the literature. To test this model, we use recent survey data from start-up companies in high-growth industries based in Germany. In particular, we examine the degree to which employee empowerment as a modern concept of delegative leadership contributes to a higher organizational effectiveness within the firm and eventually to higher growth.

Not just hot air: normative codes of conduct induce cooperative behavior

The shirking incentives arising within team production are in general counteracted by monitoring and sanctioning. However, these mechanisms are usually associated with high monitoring costs and cannot be applied to all parts of the production process. In a laboratory experiment we analyze the impact of less costly elements of organizational structure, such as normative codes of conduct and screening tests, on team production efficiency. We find that more allusions to a firm context lead to higher contributions. In particular, codes of conduct significantly increase cooperation and at the same time reduce free-riding behavior. Our study provides empirical evidence that normative codes of conduct are an effective means of increasing team production efficiency.

Is the German system of corporate governance converging towards the Anglo-American model?

This paper analyses whether the German corporate governance is converging towards Anglo-American practices. We summarise the extant empirical evidence on the various governance mechanisms that economic theory suggests ensure efficiency and describe recent legal developments. We find no clear signs of convergence in form, i.e. the main distinctive features of the German system have remained largely unaltered. However, changes occurred over the last decade (specially in the legal framework) suggest a certain convergence in function, i.e. some governance mechanisms have effectively incorporated aims and/or goals generally associated with the Anglo-American model.

Australian evidence on corporate governance attributes and their association with forward-looking information in the annual report

We investigate the role played by a firm’s corporate governance framework in the decision to voluntarily disclose forward-looking information in the published financial reports of Australian companies in 2000 and 2002. With respect to the year 2000, the corporate governance category, audit quality, consisting of the presence and independence of the audit committee, its meeting frequency, the use of a big 6 auditor and the auditor’s independence, is positively associated with the disclosure of forward-looking information. The corporate governance category, board committees, consisting of the appointment and independence of a compensation committee and the creation of a nomination committee, and the overall efficacy of the corporate governance system are also positively associated with the disclosure of forward-looking information. However, corporate disclosure does not seem to be driven by the same factors in 2002 since in that year none of the governance categories is significantly associated with the firm’s decision to publish forward-looking information in financial reports.

Regulatory treatment of the double default effect under the New Basel Accord: how conservative is it?

Within the internal ratings-based approach of the New Basel Accord, banks have the possibility to consider the so-called double default effect of guaranteed exposures. However, the correlation assumptions inherent in the regulatory recognition of the double default effect appear to be quite conservative. To evaluate the degree of conservatism, on one hand, the regulatory correlation assumptions are compared with the results of a broad range of empirical studies. On the other hand, additional simulation experiments are carried out. While the comparison with the empirical results indeed suggests that the correlation parameters assumed by the regulatory authorities are much too large, the simulation experiments show that the assumed values are not unrealistic for capturing the intended effects.

Activity-based diversification,corporate governance,and the market valuation of commercial banks in the Gulf Commercial Council

This article examines the effect on market valuation of both corporate governance and the diversity of activities conducted by GCC commercial banks. It shows evidence on the endogenous effect of corporate governance and the characteristics of the banking industry in determining the diversification level of a bank. Empirical findings show a bias in results using ordinary least squares regressions. When controlled for endogeneity, they indicate a negative (but weak) association between the diversification index and the market valuation—consistent with the agency-based hypothesis. Interestingly, foreign banks and corporate shareholders are effective monitors who invest in more diversified GCC banks with higher valuation multiples. Conversely, domestic corporate shareholders—related by a complex web of relationships—invest in less diversified banks with a lower market valuation. In addition, diversified commercial banks with either subsidiaries in developed countries or involvement in market-based activities have higher market valuation. The latter may be explained by the effect on performance of the recent bubble in the Arab stock market.

Do the contingencies of external monitoring, ownership incentives, or free cash flow explain opposing firm performance expectations?

Neoclassical and strategy frameworks stipulate that managers promote corporate performance and shareholder interests in their resource allocation decisions. Agency related works anticipate that executives seek their own personal interests at a cost to performance and shareholder wealth in their resource allocation choices. In this study, an attempt is made to resolve these conflicting anticipations. We propose that changes in levels of resource allocations (advertising expenditure, R&D spending, capital intensity) may be more positively associated with changes in levels of subsequent corporate performance for firms with greater external monitoring or with higher CEO ownership incentives. We also propose that changes in levels of resource allocations may directly (inversely) affect changes in levels of subsequent performance of the actively (passively) monitored enterprises, lacking (possessing) free cash flow. Additionally, we propose that changes in levels of resource allocations may directly (inversely) affect changes in levels of subsequent performance of firms with high (low) CEO ownership incentives in the absence (presence) of free cash flow. Regression models are utilized to test our proposals on a longitudinal sample obtained from the Compustat database. The empirical findings are generally supportive of our proposals.

Quo Vadis? Suggestions for future corporate governance research

In this paper I first review the basic tenets of agency theory and theory of managerial capitalism as well as some of the major research in these areas then suggest for areas for future research that go beyond the extant empirical work. First, I suggest that it would be useful to reconsider the basic nature of the agency relationship, taking into account that while equity holders can be considered the principal, the board of directors may be more realistically in need of agent-like controls. Second, the complementary or supplementary nature of the monitoring/incentive alignment relationship has been shown theoretically but the empirical evidence is equivocal and needs future investigation. Third, there has been very limited research on the construct validity of archival measures of the sort used in agency theory. This requires the use of methodologies outside those of the more conventional type used in agency theory (i.e., from economics and finance). Finally, agency theory development would profit greatly by more extensive use of research methods such as laboratory studies and survey methodology and the integration of concepts such as personality and control processes.

Managerial dominance and audit committee independence in Spanish corporate governance

The purpose of this paper is to analyse whether the independence of audit committees is affected by the degree of control exerted by managers over the board of directors. Results from a sample of 75 listed Spanish companies show that the majority of firms that voluntarily adopted an audit committee between 1998 and 2001, made an effort to guarantee their independence from management. The degree of independence is shown to be determined by the proportion of inside directors on the board, the same person holding both the CEO and board chairperson positions, and the level of management ownership. These findings may have political implications because existing regulations do not limit the presence of inside directors on audit committees. The presence of inside directors may compromise effectiveness, turning audit committees into instruments of management to provide the appearance of monitoring.