Corporate governance and management practices: stakeholder involvement, quality and sustainability tools adoption

Local public services are the field in which New Public Management (NPM) and Public Governance issues are most in evidence. The local public services are characterized by the rethinking of the role played by local government in the provision of services. An evolution has taken place. From a traditional configuration in which local public services were managed by local governments they moved to a configuration where a separation has taken place between the local government role (which continues to be the guarantor of the satisfaction of public needs) and the role of local public utilities (LPUs) (responsible for delivering the services). This transformation implies both the delegation of resources and authority to lower organisational levels within the public sector and the reconfiguration of accountability chains between the state institutions and the society. In recent years, an intense debate has developed regarding the introduction of new tools and control systems. Particular attention has been paid to planning and control systems, human resources management systems, and performance management systems, leaving a few pioneers to develop their analysis on corporate governance mechanisms with regard their relationships with both the external (stakeholders) actors and the internal (management) ones. On one hand, the OECD wrote guidelines in order to ensure good corporate governance practices, focusing on relations with stakeholders. On the other hand, the dialogue between corporate governance and stakeholders has been already tackled by a number of International organizations guidelines or principles, following a debate on corporate governance that has progressively combined a stakeholder perspective with a more classic shareholder-maximizing model of governance. This article contributes to the debate on the stakeholder involvement process. By means of both a theoretical discussion and an empirical research conducted on 37 Italian LPUs, this paper attempts to analyse specific management tools which can be used to improve the quality of corporate governance in LPUs, by extending the stakeholder involvement. Some NPM’s tools, such as quality standards and sustainability tools imply an effort to offer new forms of organizational behaviour in the decision-making processes (i.e. the choice of the performance indicators and the reporting tools) and to create a dialogue between the enterprise and its stakeholders. In particular, in our study we focus on the adoption of quality standards (ISO 9000 and Customer Satisfaction) and sustainability tools (sustainability reports and ISO 14000 standard) as NPM’s tools to facilitate the stakeholder involvement practices.     

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.     

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.     

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.     

CSR signaling in controversial and noncontroversial industries: CSR policies,governance structures,and transparency tools

Corporate social responsibility (CSR) initiatives are signals used by organizations to reduce information asymmetries within the market and to make their commitment to sustainability observable. The present study aims at investigating the hypothesis that responsible companies operating in controversial industries (i.e., companies whose core business or production processes are perceived as questionable by society given current environmental, social, or/and ethical issues) are likely to be more active in using different types of CSR signals. Through ANCOVA, we assess how firms belonging to both controversial and non-controversial industries differ in the way they manage CSR signals. The empirical results show that companies in controversial sectors are significantly more focused on developing CSR policies and transparency tools since they expect these signals to be really visible and distinctive to stakeholders. However, companies in controversial industries seem to be similar to non-controversial companies in signaling CSR governance, suggesting that organizations expect receivers to attribute little relevance to the least visible signals. Therefore, these signals do not grant a sufficiently large reputational payoff, discouraging firms from taking advantage of the implementation of CSR governance structures. The study supports the idea that firms, in designing different types of CSR signals, take into account the peculiarities of different receivers. At the same time though, this could make firms underestimate the receivers’ ability to decode the signals and to generate countersignals, thus failing in assessing properly the expected return from their CSR signaling.     

Institutional theory-based research on corporate social responsibility: Bringing values back in

Research applying institutional theory to corporate social responsibility (CSR) has experienced remarkable momentum. Institutional theory-based CSR research illustrates the role of values in guiding both agentic choices for CSR and the influence of institutional structures on CSR agency. Although values have been explored in this literature, systematic studies of values that seek to gain insights into the mutual relationship between agentic choices and structures are lacking. Such insights are crucial for exploring whether and how CSR is enabled or constrained. We thus ask two interrelated questions: (1) What is the role of values in institutional theory-based CSR research? (2) How and along which avenues should future institutional theory-based CSR research that focuses on values be mobilised? Based on our analysis of this line of literature from 1989 until 2021, first, we take stock of established institutional theory perspectives on CSR and disentangle what role values have played in this literature. Second, we outline how to mobilise values in future institutional CSR research based on four promising but under-investigated areas. From our literature analysis, two central functions emerge (which we label ‘bridging’ and ‘referencing’) that values can perform in the institutional analysis of CSR. Based on these two functions, our values-focused framework will help scholars examine the moral foundations that inform business–society interactions as well as understand how companies can responsibly manage those interactions with societal stakeholders.     

Corporate Social Responsibility Reporting as Substantive and Symbolic Behavior: A Multilevel Theoretical Analysis

This article describes a multilevel theoretical framework that examines the multiple causes of corporate social responsibility (CSR) reporting in the social environment of business. We argue that substantive and/or symbolic reporting flows from individual‐, aggregate‐, organizational‐, and institution‐level phenomena, and is thus a complex outcome of CSR and corporate social performance (CSP). Theoretical lenses range from reinforcement theory at the microlevel to legitimacy and stakeholder theories at the macrolevel, and include a discussion of the emergence of lower‐level CSR‐relevant characteristics to higher level constructs. Our goal is to clarify how this behavior develops from microlevel, mesolevel, and macrolevel processes with a view toward assisting corporations to better enact CSR reporting, and their stakeholders to effectively promote substantive reporting behavior.     

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.     

Connecting the Dots: Do Financial Analysts Help Corporate Boards Improve Corporate Social Responsibility?

This paper presents an examination of the joint impact of board structural elements at firm level and financial analysts as market-level corporate governance (CG) on corporate social responsibility (CSR) performance. Our study contributes to the CG–CSR literature by adopting the bundling approach, a perspective that has recently attracted researchers’ attention as an answer to any heterogeneity and fragmentation in existing findings. It is based on an extensive sample consisting of 7,739 firm-year observations of US firms for the 2006–2015 period. The findings suggest that financial analysts complement the corporate board with more independence, gender diversity and a specialized CSR committee to realize a certain level of CSR performance of a firm. The findings also indicate that analysts substitute for those internal governance factors that are associated with weaker boards – larger sizes and dual-role CEOs. We also draw implications for research and practice from our findings.     

Giving as Good as They Get? Organization and Employee Expectations of Ethical Business Practice

Corporate malpractice and malfeasance on an unprecedented scale have brought ethical issues to the fore and accentuated demands from activists, governments, and the public for greater corporate social responsibility (CSR). The predominant response of researchers and policymakers has been to focus on the external impact of business operations and the merits of regulation or persuasion in achieving more responsible practice in these areas. In this article, we focus on a less well explored aspect of CSR, namely the evaluation of an organization's CSR activities by its internal stakeholders (i.e., employees). Salient CSR literature is reviewed to differentiate between CSR and ethical business practice (EBP), conceptualizing the latter as the internal manifestation of CSR as represented by an organization's values and vision, strategy and policy, systems and procedures, and people management practices. This article assesses organizational espousal of EBP in three ways: how successfully it is communicated to employees, how closely espousal aligns with employee expectation, and how this evaluation impacts on employee commitment. Our research approach aligns with and extends previous work in this area that identifies the likelihood of a “false consensus bias” by managers in assuming congruence between organization espousal of EBP and employee expectation. A conceptual model is offered to explain possible employee responses to an organization's EBP. This relates organization espousal of EBP to employee assessment of its salience to identify three positions on commitment that employees can adopt—abrogated, continuance, and affective commitment—together with their likely behavioral implications. The analysis generates a series of research questions and related areas of exploration to empirically test the conceptual model.     

The Dark Side of Stakeholder Reactions to Corporate Social Responsibility: Tensions and Micro‐level Undesirable Outcomes

With a review of literature on corporate social responsibility (CSR) and its micro‐level impacts, this paper proposes an integrative framework to map undesirable relational outcomes of CSR activities on internal (employees) and external (customers) stakeholders. By adopting a paradox‐based perspective, the authors determine that unexpected, adverse stakeholder reactions to CSR are driven primarily by either performing or belonging tensions, related to exchange‐ and identity‐based stakeholder concerns, respectively. Specifically, contextual and personal influences can trigger and explain undesirable relational outcomes of CSR. On this basis, this paper offers a research agenda for developing a more refined understanding of CSR‐related tensions and a more nuanced perspective on the business case for CSR.     

Corporate governance and social norms during financial crisis: evidence from France and Saudi Arabia

The resistance to financial crisis and compliance with social norms and effectiveness of corporate governance mechanisms is considered recently as a good matter of concern. Focusing on differences between French and Saudi firms, we examine the effect of (1) board of directors, (2) audit committee, (3) compliance with Corporate Social Responsibility activities, (4) compliance with Shariah principles on financial volatility during subprime crisis of 2007. We find that larger boards, larger audit committees, independent members on boards and audit committees are related negatively to financial volatility. The result supports corporate governance theory which suggests that corporate governance variables outlined provide effective of monitoring of the management thereby enhancing firm’s resistance to financial crisis. In addition, we find that compliance with CSR alone does not explain the financial volatility. Its concert with corporate governance variables is necessary. This result supports stakeholder theory which argues that companies compliant with CSR activities in their business strategy and have larger boards and audit committees, and independent directors on boards and audit committees resist more financial downturns and any economic shock. Furthermore, we find that compliance with Shariah norms plays a significant role in protecting shareholder interests, improving functioning of corporate governance mechanisms and affect positively the resistance of Saudi firms to financial crisis.     

Corporate Social Responsibility in Developing Countries as an Emerging Field of Study

Given the rising interest in corporate social responsibility (CSR) globally, its local expressions are as varied as they are increasingly visible in both developed and developing countries. This paper presents a multilevel review of the literature on CSR in developing countries and highlights the key differentiators and nuanced CSR‐related considerations that qualify it as a distinctive field of study. This review entails a content analysis of 452 articles spanning two‐and‐a‐half decades (1990–2015). Based on this comprehensive review, the authors identify the key differentiating attributes of the literature on CSR in developing countries in relation to depictions of how CSR is conceived or ‘CSR Thinking’ and depictions of how CSR is practiced and implemented or ‘CSR Doing’. The authors synthesize from there five key themes that capture the main aspects of variation in this literature, namely: (1) complex institutional antecedents within the national business system (NBS); (2) complex macro‐level antecedents outside the NBS; (3) the salience of multiple actors involved in formal and informal governance; (4) hybridized and other nuanced forms of CSR expressions; and (5) varied scope of developmental and detrimental CSR consequences. The paper concludes by accentuating how the nuanced forms of CSR in the developing world are invariably contextualized and locally shaped by multi‐level factors and actors embedded within wider formal and informal governance systems.     

Corporate Citizenship Enacted as Operating Practice

This paper explores values that underpin corporate citizenship embedded in operating practices as they affect stakeholders. Fundamentally, the paper argues that corporate citizenship is embedded integrally in the day-to-day operating practices that companies develop to relate to their important stakeholders. This systems perspective incorporates not only the objective but also subjective and intersubjective aspects of human civilization and arguably provides a systems basis for thinking about the roles and responsibilities of the corporation in society. This revised version was published online in July 2006 with corrections to the Cover Date.     

Information security governance: pending legal responsibilities of non-executive boards

The study shows that a structural conflict of interest in non-executive boards exists due to missing corporate governance structures and a lack of awareness for legal issues with regard to information security risks. Non-executive boards receive information on strategic security threats as a part of their oversight function to fulfill investor interest in transparency. At the same time, they act as representatives of company stakeholders and have an interest to counteract to information security risks based on the stakeholder’s risk disposition. If not properly structured by corporate governance rules, these different interests may lead to regulatory aberrations on non-executive board level. The study analyses a Deutsche Telekom AG case where non-executive board members, employees, and journalists fell victim to a spying scandal subject to the German telecommunications secrecy law in 2005–2006. The analysis demonstrates how the handling of information security on non-executive board level bears governance risks as well as legal risks that are insufficiently addressed in corporate governance research. The paper contributes to avoid a reproduction of events in the future, by suggesting the principle of a segregation of duties on non-executive boards as well as providing an overview of relevant legislative requirements that clarify tasks of non-executive board members with regard to information security. The study therefore helps protecting corporations and their stakeholders from similar consequences of missing corporate security governance.     

Organizational Stages and Cultural Phases: A Critical Review and a Consolidative Model of Corporate Social Responsibility Development

Based on a stakeholder-oriented conceptualization of corporate social responsibility (CSR), this paper offers a multi-dimensional, dynamic perspective which integrates moral, cultural and strategic aspects of the CSR development process, together with its organizational implications. Therefore, the authors link existing stage models of CSR development with stakeholder culture and social responsiveness continuums and provide a consolidative model which highlights a seven-stage development process towards CSR, articulated around three cultural phases (i.e. CSR reluctance, CSR grasp and CSR embedment). In a context in which literature on CSR development and implementation tends to be overly segmented, this consolidative model integrates organizational values and culture together with management processes and operations. In its emphasis on the importance of the organizational context and characteristics in analyses of organizations' CSR development, the proposed consolidative model offers novel research perspectives and highlights the relevance of adopting a phase-dependent approach.     

Governance Choices for Corporate Social Responsibility: to Contribute,Collaborate or Internalize?

Within a competitive business environment where resources are limited, it is increasingly important for senior management to make every investment count. Measuring ‘return on investment’ occurs at every level of operations—so why not also in the arena of Corporate Social activity? Until now, much research has focused on finding the link between corporate social responsibility (CSR) and increased business performance. Researchers have not examined the cost implications associated with the different forms of governance utilized by companies to implement their CSR activities, e.g., outsourcing through charitable contributions, developing an in-house program, or creating a more collaborative model, which benefits both the company and the partner nonprofit organization. Careful examination and evaluation of these costs will help senior management choose the governance structure that will maximize the benefits they reap from CSR activities.Drawing upon insights from organizational economics, this article develops a framework to compare the alternative modes of CSR governance and identifies the key drivers that affect governance choice, including associated costs. Most importantly, it provides a decision-making tool that can guide senior management in this vital choice as a way to contribute to the competitive advantage of the firm.     

Professional Associations as Communities of Practice: Exploring the Boundaries of Ethics and Compliance and Corporate Social Responsibility

For more than a decade, scholars and practitioners have noted the disconnection between E&C and CSR practices in US corporations and called for their alignment. There is scant literature on why this lack of alignment persists. This article applies communities of practice theory to illuminate the separate learning trajectories that the E&C and CSR fields in the US have taken over the past twenty five years, anchored by their respective professional associations. This article provides an important perspective on the role that n, boundaries, ethics and compliance, corporate social responsibility communities of practice play in reifying the knowledge and competencies within E&C and CSR, and the boundaries to collaboration that exist between their managers and practices. It also calls attention to the fact that alignment is not the only alternate trajectory that these practices and their communities may take in the future, and five distinct evolutionary paths are explored.     

International corporate social responsibility and post-entry performance of developing market INVs: The moderating role of corporate governance mechanisms

Building on the stakeholder, agency, and resource dependence theories; this paper investigates the role of international corporate social responsibility (CSR) for the post-entry performance of developing market international new ventures (INVs) in the presence of corporate governance mechanisms to overcome their agency and environmental problems. We test and validate the conceptual model using survey data collected from 110 INVs operating in the developing market of Pakistan. Our results show that international CSR promotes the post-entry performance of developing market INVs. Further, we found that this association is moderated by corporate governance mechanisms of ownership, board independence, and returnee board members. Specifically, the relationship between international CSR and post-entry performance is weaker when ownership is concentrated but stronger when outsider and returnee board members are present in developing market INVs. The findings of this study have important theoretical and practical implications for INVs' social strategies and international performance contingent upon corporate governance.