A Review of Theory in Family Business Research: The Implications for Corporate Governance

In recent years, increasing scholarly attention has been directed toward the field of family business research. Based on an exhaustive sample of 235 publications, this article provides a comprehensive review and a critical assessment of the theoretical underpinnings and corporate governance issues in family business research. Three predominant theoretical perspectives, namely principal–agent theory, stewardship theory and the resource‐based view of the firm, have emerged and provide empirical evidence that family businesses significantly differ from non‐family firms in important dimensions such as agency costs, competitive advantages or corporate governance structure. On their own, none of the aforementioned perspectives succeeds in addressing all complexities associated with family businesses and their corporate governance. Accordingly, joint approaches combining different theoretical frameworks can help to improve understanding of the family business. The article concludes by discussing possible directions for future research that might further contribute to building a comprehensive theory of the family business and its corporate governance.     

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.     

公司治理结构信息披露:若干发现

本文以 “ 公司治理结构 ” 定性信息披露为观察对象,通过认真阅读 2001 年度 1160 家上市公司的公司治理结构信息披露的文本,我们发现上市公司治理结构信息披露总体上存在 “ 表述操纵 ” 的特征主要表现为:华而不实、 文字游戏、避重就轻、虚假披露等现象。     

Corporate governance and accountability in multinational enterprises: Concepts and agenda

The objective of this editorial article is twofold: (1) to develop a conceptual foundation that defines corporate governance and accountability in MNEs and (2) to present issues for future research on the ground of this conceptual foundation. Despite recent attention and greater efforts to understand MNE corporate governance and accountability using multiple disciplines, a cohesive and integrated foundation to define them and their interrelationships is still lacking. Even among submissions to this special issue, there is no one article that conceptualizes all of these issues. To fill this void, this article explains what constitutes corporate governance and accountability in an MNE; we address what elements the concepts entail, how they differ from domestic firms and in what ways governance and accountability are mutually facilitative. This article also discusses several major research issues that have strong implications for MNE governance and accountability design.     

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.     

Discourses about Righting the Business ← → Society Relationship

This article engages the question—what is the right business‐society relationship? We consider three perspectives that seek to address the relationship: corporate social responsibility (CSR), social entrepreneurship (SE), and conscious capitalism (CC). We take a macroapproach considering how commentary about these approaches establishes a direction for corporate practice and its relationship to key stakeholder groups. We argue that these perspectives are ‘D'iscourses that provide arguments for and articulations about the direction of corporate practice and the business‐society relationship. To organize our review of each perspective, and focus our critique, for each we highlight (a) drivers and influencers, (b) core assumptions and defining features, and (c) approaches and exemplars. Although distinct, all emphasize effective business practices as key to meeting social needs. CSR suggests legitimizing business practice; SE relocates business practices; and CC seeks to reimagine/rehabilitate business for social good. Ultimately, we conclude that these Discourses lack a clear communicative focus in terms of decision making within these organizations. We attend to this and other implications, and offer avenues for further research.     

How Independent,Competent and Incentivized Should Non‐executive Directors Be? An Empirical Investigation of Good Governance Codes

There is a commonly held conviction among governance scholars and practitioners that increasing the number of non‐executive directors may have beneficial effects on board practices. This view has gained momentum after each wave of scandals. Given the relevance of the issue in governance studies and practices, the aim of this paper is to investigate how independent, competent and incentivized non‐executive directors should be according to governance scholars and board best practices. To answer this question, we conducted a review of the literature on non‐executive directors. We then collected corporate governance codes developed worldwide at the end of 2005, and made a comparative analysis of their recommendations about the independence, the competencies and the incentives of non‐executive directors. Our results show that (i) non‐executive directors' independence is a commonly recommended governance practice, the meaning of which differs widely among countries; (ii) non‐executive directors' competencies and incentives are not considered a governance issue to be regulated in detail; (iii) agency theory and the search for appropriate board demography tend to dominate the recommendations of governance literature and codes. Our findings have implications for both research and practice.     

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.     

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.     

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。     

The research frontier in corporate governance

In this paper we attempt to identify the research frontier in corporate governance using three different approaches: (1) what challenges does the financial crisis 2007–2009 pose for corporate governance research? We show that the financial crisis is a huge natural experiment which has exposed gaps in our knowledge of corporate governance and is likely to lead of a rethink of central concepts like shareholder value, debt governance, and management incentives (2) what do we know and what do we need to how about the impact of national institutions on corporate governance? (3) What research questions are raised by a focus on current corporate governance practices?     

Are Boards Designed to Fail? The Implausibility of Effective Board Monitoring

In this review, we challenge the idea that directors are well positioned to be effective monitors of management. Moving beyond the logic of incentives and ability, we conceptualize a model based on the premise of boards as groups of individuals obtaining, processing and sharing information and explain how variation in information-processing demands at the director, board and firm level may challenge effective monitoring. We draw on multiple theoretical perspectives to identify these barriers to effective board monitoring. Our goal in reviewing these barriers is to help us take stock of existing research in corporate governance and to better explain board behavior beyond traditional agency and resource dependency accounts. We also aim to uncover gaps in the conceptual and empirical research and suggest areas of fruitful future research.     

When Boards Matter: The Case of Corporate Social Irresponsibility

While academic research has made remarkable progress in understanding corporate social responsibility (CSR), we have scant understanding of corporate social irresponsibility (CSiR). This paper adopts a stakeholder‐agency perspective towards CSiR to ask two related questions: (1) What board‐level structures can monitor management to reduce CSiR? and (2) What are the conditions that render board monitoring more effective? Employing a unique objective measure of CSiR and a sophisticated system generalized method of moments with dynamic panel model on a sample of publicly listed firms in the USA between 2002 and 2015, this paper demonstrates how firms with a specific board‐level governance bundle (i.e. a large, more independent board, with a board CSR committee, a higher proportion of women within boards with frequent director activity) are better equipped to reduce irresponsible behaviours, both in terms of number of irresponsible incidents as well as in terms of their economic costs to the firm. Moreover, the effectiveness of this governance bundle sustains under conditions of high institutional ownership and high board remuneration. This paper has implications for CSR and corporate governance literatures, as well as for managers and policymakers.     

Corporate Governance in China—Is Economic Growth Potential Hindered by Guanxi?

Despite the opening of the market and partial privatization of state‐owned companies in China, the state still represents the controlling shareholder in larger companies. By analyzing the weaknesses of Chinese corporate governance we illustrate the framework for harmful corruption. China is characterized by a weak legal system and strong influences of traditions such as guanxi. In this article we analyze the influence of guanxi on the Chinese corporate governance system. We find that guanxi is in general a double‐edged sword, but business‐to‐government guanxi in particular can harm the weak Chinese corporate governance system and hamper its further economic development and growth.     

How does globalization affect corporate governance and accountability? A perspective from MNEs

This paper addresses how the global activities undertaken by multinational enterprises (MNEs) in international settings impact corporate governance mechanisms and accountability systems. International corporate governance and accountability research, whether from a political science, economics, finance, or accounting perspective, has thus far predominantly focused on the comparison of corporate governance schemes in different countries and on the investigation of institutional parameters that determine these schemes. Straying from this line of inquiry, this article discusses how globalization at the firm level affects governance and accountability systems at parent- and subsidiary-levels. It emphasizes how an MNE's globalization attributes such as globalization scale, foreign adaptation, global competition, and international experience influence the design of governance mechanisms such as board size, board composition, executive compensation, market discipline, interlocking directorate, ownership concentration, duality and inbreeding, as well as the design of accountability systems such as accounting information, auditing standards, and financial and non-financial disclosures. This article bases its conjectures on information processing and agency theories.     

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.     

中国上市公司治理水平及其对绩效影响的实证研究

本文构建了中国上市公司治理水平的评价指数,并据此对中国上市公司治理水平的现状、影响因素以及与绩效的关系进行了实证分析。研究结果表明:我国上市公司治理水平总体不高;股权结构对公司治理水平具有显著影响,政府控股型公司的治理水平最高,国有资产管理机构控股型公司的治理水平要高于国有法人控股型公司,而一般法人控股型及股权分散型公司的治理水平介于前两者之间 , 但不存在显著差异;公司治理水平对净资产收益率具有正向影响但对市净率却具有负向影响。本文最后给出了上述研究结论的政策意义。     

Comparing Spatial Planning Practice in Europe: A Plea for Cultural Sensitization

Abstract

Comparative research into spatial planning systems typically adopts a structuralist/legalistic approach. This article presents and argues for an integrated perspective which embraces both systemic structures and concrete planning practices . The article begins with a short survey of the current state of comparative research on planning and its weaknesses. At the heart of the article is the endeavor to sensitize the discourse in planning theory towards a culturalistically oriented interpretational context. The studies which display the greatest potential for connectivity in this regard come from comparative research on governance. The concept of the institutional milieu which such research has produced provides the starting-point for an outline of some of the key aspects of a culturally sensitized form of comparative planning research which focuses primarily on the micro level. This represents something akin to a research agenda.     

Family Business Performance from a Governance Perspective: A Review of Empirical Research

Given the complexity of the family business phenomenon, empirical research has still reached no consensus on whether family control is beneficial or detrimental to firm performance. To shed new light on this issue, this paper covers more than 350 articles published in 37 top finance and management journals. More specifically, it provides an in‐depth analysis of the family business governance system in three steps. First, after examining the various family business definitions and measures of performance used in empirical research, the authors discuss the findings on the direct effect of family control on performance in different geographical regions. Second, the authors pay special attention to the choice of ownership structures by business families and analyse how family owners influence strategic decisions faced by their corporations, including the succession process. Finally, the authors explore the interaction of family control with other governance devices to gain a better understanding of family firms' corporate decision‐making and performance. The holistic approach highlights the need to contemplate the multiple relations that exist among the various governance dimensions of family firms to explain their unique performance. In addition to enhancing understanding of family business conduct, the authors emphasize the need to go beyond the borders of the family firm to identify its external antecedents and consequences. By integrating the finance and management perspectives and analysing the theoretical frameworks and methodologies used in these disciplines, the review highlights the need for interdisciplinary collaboration to advance family business research and thus to consolidate it as a distinctive academic field.     

Accountability and Creating Accountability: a Framework for Exploring Behavioural Perspectives of Corporate Governance

What is board accountability, and how is such accountability created? This response to Roberts, McNulty and Stiles suggests a framework for exploring behavioural perspectives of boards and corporate governance. The contribution of this framework is to develop a terminology that may help us accumulate knowledge and provide directions for a research agenda. The consistent use of a terminology, the accumulation of knowledge and an accepted research agenda among a core group of scholar are some of the first steps in developing a promising research field with considerable potential to create actionable knowledge. The framework can help us sort some of the research, concepts and anecdotes that have been presented in efforts to open the black box of board research.