Company Law and Corporate Governance of Start-ups in Germany: Legal Stipulations,Managerial Requirements,and Modification Strategies

Two topics which currently receivesubstantial interest are corporate governanceand start-up companies in the new economy.However, research combining both subjects israre. The present study aims to fill in thisgap because corporate governance is assumed toinfluence start-ups' performance. Sincepeculiarities of start-up companies exclude asimple application of extant governance wisdom,we develop propositions about corporategovernance structures of start-up companies inGermany – a country which has the most activestart-up scene in Europe but is also known forits far-reaching regulations of company law.This regulatory impact is most significantlyassociated with the choice of a legal form ofbusiness organization. While a certain legalform can provide some important advantages, itcan require at the same time corporategovernance structures which could imposeproblems on managing high-tech start-ups.Focussing the increasingly prevalent stockcorporation, we argue that this form, on theone hand, is advantageous for gaining resourcesand for the comprehensiveness of strategicdecision making. On the other hand, regulationsas the obligations to have collectiveresponsibilities in the management board and toset up a supervisory board can be expected todecelerate decision making and thus to putfirms at a disadvantage in high pacedindustries. We suggest that start-ups,therefore, make hidden modifications in orderto design effective corporate governanceconfigurations. The implementation of thesemodifications is facilitated by socialrelationships. First empirical insights intothe governance modalities of German start-upsare offered for illuminating our proposals.Thus, our study contributes to understandhow start-ups try to reconcile the governancedemands of both their business and their legalenvironment.     

Sustainable supply chain management in the fast fashion industry: An analysis of corporate reports

In recent decades, the fast fashion industry has been characterized by widespread operations across both developing and developed countries. Due to the economic, social and environmental problems in developing countries, companies increasingly focus on sustainability and try to ensure the same quality and standards in working and production conditions throughout their supply chains. Although the tension in the exchange of resources between developing and developed countries lies at the heart of current sustainability activities, what these companies are actually doing to manage their supply chain has not yet been explored in depth in the literature. Drawing on the theoretical framework of Seuring and Müller (2008), the current study attempts to fill this void by conceptually mapping the current situation of sustainable supply chain management (SSCM) in the fast fashion industry by analysing reports from 9 companies that use the same reporting guidelines. The results of the study reveal that these companies focus significantly on supplier compliance with their code of conduct, employing further monitoring and auditing activities to prevent production problems in developing countries, improve overall supply chain performance and set sustainability criteria for their suppliers.     

Business–NGO Interactions in a Multi‐Stakeholder Context

The main purpose of this paper is to contribute to our understanding of the conditions under which Business–nongovernmental organization (NGO) interactions lead to improvements in corporate social responsibility (CSR), by assessing the role that the stakeholder context of the firm plays in the processes. As a case study it takes an interaction process between one NGO and one company with both collaborative and confrontational traits, spanning eight years and two issue fields, palm oil and soy, which are characterized by varying stakeholder contexts. The analysis demonstrates that the business–NGO interaction induced a change from a direct to an indirect corporate responsibility, and clarifies how interdependencies between the company and other stakeholders than the NGO influenced the interaction. The stakeholder interdependencies vary per issue field: In some issue fields, the stakeholder context allows for effective, collaborative interaction between business and NGO, while in another issue field, characterized by different stakeholder interdependencies, collaborative, constructive interactionbetween the same business and the same NGO is not feasible and, in addition, less effective in terms of CSR than confrontational interaction.     

The Role of Financial Institutions in the Corporate Governance of Listed Chinese Companies*

This paper explores the role of Chinese financial institutions in the corporate governance of listed companies through interviews with both senior managers of financial institutions and board directors of listed companies. Our results show that, while most securities companies are passive investors, a good proportion of the active mutual funds help their portfolio companies prepare financial forecasts, standardize their operations, raise external funds, strengthen their company image in the capital markets, and sometimes intervene in corporate issues. This limited role can be attributed to a number of factors specific to the Chinese context including highly concentrated state ownership, an immature regulatory environment, inadequate transparency and disclosure of financial information, and weak corporate governance within financial institutions themselves. It could also be affected by several other factors that are considered to cause institutional passivity in developed countries such as conflicts of interest, monitoring costs and lack of expertise.     

Sustainability in the Construction Business — A Case Study

Skanska is among the world's five largest construction companies, with construction-related activities and project development operations in some 60 countries. A strategic approach to environment was adopted in 1995. In 1998 a decision was made to introduce certified environmental management systems. The drivers behind these steps were pressures from the market, future legislation and public opinion.By the end of 2000, all business units of Skanska had environmental management systems certified according to ISO 14001. Newly acquired companies are required to have certified systems within two years after acquisition. While environmental management systems provide the necessary framework, more technical tools are also needed. Some examples of such tools are presented in this article.ISO 14001 is an important element in focusing the attention of the organization on environmental issues, but for leadership in environment, a number of guiding principles are also presented and discussed.Finally, corporate social responsibility (CSR) can be seen as a framework for all types of issues where a company is regarded as having certain obligations toward society at large, because of direct or indirect effects from its business operations. It is only logical that Skanska, following its work with ISO 14001 and the move toward leadership in environment, now has decided to develop a CSR platform.     

资本结构与产业生命周期：基于中国上市公司的实证研究

资本结构与产业生命周期间的关系属于产业组织理论和公司财务理论两个学科的交叉领域———战略公司财务研究的范畴。本文基于中国上市公司的数据,在对于现有文献回顾的基础上,通过建立计量经济模型研究了资本结构决策与产业生命周期之间的互动关系。本文的实证研究表明:处于产业生命周期不同阶段上市公司的资本结构存在显著的差异;产业生命周期阶段能够稳定、有效的影响上市公司的资本结构。处于成长阶段的上市公司由于内源融资能力较强,同时增长机会较多,因此企业保持较低的财务杠杆,资本结构和成长阶段显著负相关;而处于衰退阶段的上市公司,公司经营风险高而财务风险低,公司则宁愿选择较高的债务水平,资本结构和衰退阶段显著正相关,这可能是由于公司财务战略造成的。     

To be or not to be corporate heritage oriented? A study of managers’ corporate heritage mindsets

Corporate heritage is a research topic in branding with managerial relevance to achieve competitive advantages. Research has mainly focussed on companies with a formal corporate heritage orientation, neglecting other companies. In this study, a novel framework has been developed for analysing managers' corporate heritage mindsets as a precondition for a corporate heritage orientation in a non-heritage-oriented company. Individual managers’ corporate image heritage depicts how managers perceive their company over time, hence revealing their corporate heritage mindset. This article proposes that two managerial mindset dimensions matter – corporate heritage recognition and stance. This abductive study combines theory and empirical findings from an industrial company with a long history, but no corporate heritage orientation. The proposed framework offers companies with a history a way to analyse whether corporate heritage could be recognised and employed. This article contributes to corporate heritage research by broadening the applicability of corporate heritage issues.     

On the relationship between compliance with recommendations on the audit committee of codes of good practices and financial reporting quality

Codes of good practices provide a soft alternative to the hard legislation approach to corporate governance. These codes include a set of recommendations that companies are expected to follow in order to enhance governance structures and practices. Some of these recommendations specifically aim to improve the effectiveness of the audit committee. We investigate the relationship between the level of compliance with recommendations on the audit committee of the Spanish Unified Code and financial reporting quality, as measured by discretionary accruals and by the opinion of the audit report. We use a sample of companies listed in the Spanish stock market for the years between 2007 and 2013. Results show a strong and positive relationship between the level of compliance with recommendations and the quality of financial reporting. We also report significant results for some specific recommendations. These results are robust to various checks. Therefore, the level of compliance with recommendations on the audit committee might provide a feasible and reliable indicator of the quality of financial reports released by the company.     

The evolution of industrial environmental performance metrics: Trends and challenges

Environmental performance metrics are measuring sticks against which companies can gauge their progress toward environmental goals and related business strategies. Good metrics represent information that has been purposefully distilled into manageable bits that help focus attention on key issues. For example, a particular compliance goal may require tracking the mass or concentration of regulated substances that are released to the environment. Progress toward meeting an internal goal of reducing materials or eliminating targeted substances from the waste stream may be tracked by measuring the mass of material inputs and outputs. These metrics, when compared to an appropriate benchmark, such as a regulatory standard or an industry average, give a company some means of assessing its performance. A comprehensive set of metrics can assist management to direct corporate resources toward the most processing problems and identify the most cost efficient manner of addressing them. They can also be used by companies to communicate the details of their environmental performance to customers, investors and other external audiences.     

Executive remuneration standards and the “conformity gap” at controlled corporations

In this paper we analyze the relationship between conformity to executive remuneration standards, corporate ownership, and the level and structure of CEO compensation for large European listed companies in the years 2007 and 2010. We show that controlled corporations conform to executive remuneration standards less than widely held firms. We also show that weaker compliance is associated with lower CEO pay and more cash-based incentive structures. We interpret this “conformity gap” from the perspective of individual firms and from a societal perspective, with the aim to contribute to frame the policy questions concerning executive pay at controlled corporations. Different policy implications depend on whether the conformity gap reflects a lower need for managerial incentives, given the monitoring by controlling shareholders, or the latter’s willingness to extract private benefits of control. We argue in this paper that the former hypothesis prevails, so that regulators should abstain from increasing the level of enforcement of executive remuneration standards.     

Key survival issues: Practical steps toward corporate environmental sustainability

Environmental pressures and growing societal commitment to the ideal of “sustainable development” pose profound strategic challenges for business. Recognition of the significance of sustainable development for business and eagerness to “do something” has lead to a number of responses from companies. The most effective corporate response is to build an environmentally sustainable business. The Environment Council through its work had developed an elegantly simple and proven approach to producing and implementing a strategy for doing this.This approach involves recognising that corporate strategic environmental opportunities and threats fall into three inter-related categories; Resources, Innovation, and Values. Applying the simple technique of a Strenghts, Weaknesses. Opportunities and Threats (SWOT) analysis of the business against these fields enables managers to establish the organisation's environmentally-driven key survival issues (KSIs) - environmental threats and opportunities to which the company has to develop the right response to ensure survival and prosperity. Every business has perhaps two or three key survival issues, though few seems to know what they are and even fewer are doing anything serious about them. The article gives some guidance on identifying key survival issues and how to develop a consistent corporate response.     

Supplier code of conduct–state-of-the-art and customisation in the electronics industry

In the field of corporate social responsibility (CSR), one efficient way to improve the ethical behaviour of a company is the implementation of a code of conduct. When focused on suppliers, this code is referred to as the supplier code of conduct (SCoC). Specific, application-oriented research on SCoCs is rare. The main goals of the present article are to define the state-of-the-art in SCoCs and to show how this review can be used in industrial practice when defining a company-specific SCoC. This article uses the electronics industry as an example. The state-of-the-art review of the content of the SCoCs is structured in five main categories of issues: labour standards, health and safety, environment, ethics and compliance. The practical relevance of this review is demonstrated by applying it in the development of a customised SCoC for a company as a part of the company's corporate risk management activities. This review uses the content analysis of SCoCs based on the website disclosures of the Forbes Fortune 2000 (Technology Hardware & Equipment) companies; which yielded 24 SCoCs. The application was done in an action research framework with a partner company, and the results were verified with the help of a focus group consisting of 10 companies.     

Corporate governance as custodianship of the business model

Recently businesses have been encouraged to discuss their business models in their annual reports as a means of communicating their future intentions to readers of their financial statements. At the same time, corporate governance has continued to be a focus of attention. In this paper we set out the view that a useful way of regarding corporate governance is that of custodianship of the business model—by which we mean that the directors are responsible for sustaining and developing a company’s business model. A comparison of corporate governance and the activities required to sustain and develop the business model shows them to be essentially the same. A business model view has the advantage that it unifies the compliance and monitoring aspects of governance with the advisory and strategy-setting roles of directors, roles that have sometimes been seen as conflicting. Viewing corporate governance from a business model perspective highlights aspects of board responsibilities that are not explicitly recognised in the UK Corporate Governance Code and may have been neglected in the prevailing emphasis on compliance, but which are intimately connected to both network relationships and corporate culture which are now becoming a source of concern.     

The Content of the Psychological Contract

The perceived obligations of the two parties to the employment relationship, the employee and the organization, were explored using the critical incident technique. Incidents were elicited which exceeded or fell below the treatment which each party might reasonably expect from the other; obligations were then inferred from these incidents. Respondents were a representative sample of UK employees (n=184), and a sample of UK managers (n=184) (the organization group).
Twelve categories of organization obligation and seven of employee obligation were inferred from these data. While the two groups identified the same content categories as each other, they did so with different relative frequency. The organization group quoted more relational than transactional forms of organizational obligation, the employee group the reverse. This finding was attributed to a lack of trust of the organization by employees, and to their job insecurity. The groups, however, did not differ in terms of the frequency of the most commonly cited employee obligations; timekeeping, good work and honesty. This was taken to indicate the prevalence of a traditional and input-oriented view of employee obligations. Examples were discovered of a reciprocal element to the contract. It was concluded that, despite the level of agreement between the two parties regarding the elements of the psychological contract, they were in danger of holding different perceptions of its balance; and that organizations should only expect employee commitment if they themselves have fulfilled their side of the contract.     

Maximizing Business Returns to Corporate Social Responsibility (CSR): The Role of CSR Communication

By engaging in corporate social responsibility (CSR) activities, companies can not only generate favorable stakeholder attitudes and better support behaviors (e.g. purchase, seeking employment, investing in the company), but also, over the long run, build corporate image, strengthen stakeholder–company relationships, and enhance stakeholders' advocacy behaviors. However, stakeholders' low awareness of and unfavorable attributions towards companies' CSR activities remain critical impediments in companies' attempts to maximize business benefits from their CSR activities, highlighting a need for companies to communicate CSR more effectively to stakeholders. In light of these challenges, a conceptual framework of CSR communication is presented and its different aspects are analyzed, from message content and communication channels to company- and stakeholder-specific factors that influence the effectiveness of CSR communication.     

基于社会网络视角的企业社会责任行为相似性研究

本文利用国泰安数据库和锐思数据库中2010年-2012年的我国上市公司管理层数据、公司财务数据,以及润灵环球责任评级2010年-2012年我国A股上市公司的企业社会责任评级数据,从社会网络的角度出发,探索我国上市公司社会责任履行行为的相似性。研究结果发现,公司之间存在的社会网络会造成企业社会责任履行行为具有一定的相似性。当企业越是处于核心地位,越是容易传播信息,控制能力越强的时候,该公司同与之相关联的公司在社会责任履行行为方面越是具有相似性。这一结论为改善我国企业社会责任履行现状提供了一个全新的思考方向。     

复杂理论在集群领域的研究——基于东莞PC集群的初步探讨

如何将复杂理论运用于集群研究是目前组织管理研究的一个前沿问题,本文对此以东莞PC集群为例进行了探索。文章首先将集群视为一个复杂适应性系统,然后从环境设计、正反馈、边界约束以及不确定性结果四个角度详细分析了其自组织过程的不同机理,提出集群内各组织相互作用、共同演进是集群形成和发展的根本动因,强调单个因素的有限作用。文章最后还指出了该研究对集群管理方面的启示和进一步研究的方向。     

上市公司高管更替模式对企业绩效的影响

本文以上市公司2005-2009年间高管更替数据为研究样本,引入了高管团队重组和战略连续性作为中介变量,探讨了不同高管更替模式对企业绩效的影响路径。研究结果表明,上市公司高管强制更替外部聘任对高管团队重组有正向影响,对战略连续性有负向影响,对企业绩效有负向影响,其中高管团队重组和战略连续性在强制更替外部聘任与企业绩效之间起到中介效应;上市公司高管强制更替内部聘任对高管团队重组影响不显著,对战略连续性有正向影响,对企业绩效有正向影响,其中战略连续性在强制更替内部聘任与企业绩效之间起到中介效应;另外,高管团队重组对企业绩效有负向影响,战略连续性对企业绩效有正向影响。     

How companies motivate entrepreneurial employees: the case of organizational spin-alongs

This paper investigates how high-profile employees with entrepreneurial abilities can be attracted, retained, and nurtured in order to foster companies’ corporate entrepreneurship through innovations. We find that the spin-along design provides entrepreneurial employees with a combination of flexibility and security (flexicurity), corporate management, and control. Based on five in-depth case studies within an innovative company, our results show that the organizational spin-along structure supports and enhances entrepreneurial employees’ motivation and leads to the attraction, nurturing, and retention of such employees. We also find that senior management has a critical leadership role in enabling such an organization design by balancing flexibility and security with control.