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.     

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?     

Comparative and International Corporate Governance

Abstract

In this article, we examine the state of the art in comparative and international corporate governance by identifying the key research questions, main concepts, and paradigms of explanations of cross‐country diversity in corporate governance. First, we discuss the multiple definitions of corporate governance across disciplines and explore how this multi‐dimensional nature of corporate governance posses challenges when making cross‐national comparisons. Second, we review existing comparative research on corporate governance and highlight some of the main characteristics of comparative analysis. Third, we analyze how comparative corporate governance has been understood from four different scholarly perspectives: economics and management, culture and sociology, legal, and political paradigms. We conclude from this third section that future research should make an effort to better integrate cross‐disciplinary paradigms. Fourth, we investigate what insights these four perspectives bring to understand change and stability better in two particular governance dimensions: corporate ownership and the role of labor in comparative corporate governance. Finally, we conclude the article with some forward looking suggestions regarding (1) how different perspectives of corporate governance can be more effectively integrated by adopting case‐based, historical, and actor‐centered forms of institutional explanations and by (2) discussing the current U.S. corporate governance system, frequently seen as the “best practice” model.     

Korreferat zum Beitrag: Hanno Merkt,Die Rolle des Bilanzrechts in der aktuellen Corporate Governance-Diskussion

Objective of my discussion is to assess the findings of Hanno Merkt and to provide some suggestions regarding several of the discussed issues. The coactions of company law and capital market regulation as well as codices pertaining to accounting and corporate governance as mentioned by Hanno Merkt call for a differentiated approach. In particular, a distinction regarding capital market orientation of companies as well as regarding differing purposes of individual and consolidated financial statements has to be made. Also, I encourage the research community to discuss the company’s management and monitoring philosophy (“Unternehmensinteresse”) and its enforcement in more detail (again). In my opinion, financial reporting serves the purpose of accountability and therefore is—in this sense—only a part of corporate governance in the area of capital markets.     

Dual Organizational Identification in Multinational Enterprises and Interpersonal Horizontal Knowledge Sharing: A Conceptual Model

How does a subsidiary employees' dual organizational identification (DOI) – with both the local subsidiary and the overall corporation – shape the pattern of interpersonal horizontal knowledge sharing (IHKS) in multinational enterprises (MNEs)? This conceptual article develops a conceptual model demonstrating the relationships between subsidiary employees' DOI and their IHKS patterns (i.e., quantity, quality, and timing). We propose that subsidiary-oriented DOI is negatively associated with IHKS, while MNE-oriented DOI has the opposite effect. Building on this central argument, we posit that the geographic distance, relative competence, and interpersonal similarity between employees and colleagues at other subsidiaries can moderate the relationship between DOI and IHKS and cause unevenness in IHKS patterns that may aggregate at the corporate level, resulting in uneven knowledge flows in the whole MNE system. Our theorizing advances understanding of intra-MNE knowledge sharing by yielding novel propositions about the predictors of IHKS and uneven knowledge flows in MNE.     

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.     

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.     

政府控制和治理机制的有效性--基于中国A股市场的经验证据

本文认为,影响我国公司治理机制有效性的主要环境因素为政府控制,同时分析了政府控制对治理机制有效性的影响机理.本文利用我国上市公司的数据进行实证研究,结果表明,政府干预行为影响到了董事会、股权制衡机制、薪酬激励机制等治理机制作用的发挥.本文的研究结论主要为公司治理的完善首先需要的是政府治理的完善.只有政府治理完善,对上市公司的干预减少,董事会、股权制衡机制、经理人市场和控制权市场才会发挥其相应的作用.     

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.     

机构投资者参与公司治理决策的模型分析

在对相关文献回顾的基础上,构建数学模型研究了机构投资者参与治理决策的影响因素.最后,结合我国机构投资者参与影响上市公司治理的实践,探讨了模型的应用价值,提出了相应的政策建议.     

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.     

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 und Eigenkapitalkosten - Bestandsaufnahme des Schrifttums unter besonderer Ber��cksichtigung des Informationsaspektes und Forschungsperspektiven

The present paper provides an overview of research concerning the relationship between corporate governance and the cost of equity capital. The purpose is to explore whether and to what extent corporate governance attributes manifest in firms?? cost of capital. Since the separation of ownership and control is seen as the starting point for the academic thinking on this issue, the term of corporate governance from a shareholder perspective is discussed in more detail. Apart from this terminological discussion the emphasis of this paper lies on the critical review of theoretical and empirical literature. In conducting this review, empirical concepts measuring the relevant dimensions and their potential limitations are explained. Based on these limitations I suggest opportunities for expanding research on the relationship between corporate governance and cost of equity capital, thereby showing future research directions.     

Regional Headquarter’s Dual Agency Role: Micro‐political Strategies of Alignment and Self‐interest

The increased research focus on the networked perspective of the multinational enterprise (MNE) reflects a greater delegation of responsibility from corporate headquarters (CHQ) to subsidiary and intermediary units such as regional headquarters (RHQ). This shift has increased the intensity of political interactions between key actors within the MNE. Despite the recent rise in studies on the micro‐political perspective of the MNE to date, little empirical work has explored this issue in the context of the CHQ–RHQ relationship. Drawing insights from agency theory and micro‐politics, the authors focus on the context in which RHQs develop micro‐political strategies in order to manage the flow and exchange of knowledge with CHQ. They show how RHQ may exhibit a ‘dual agency’ role when dealing with CHQ, in that it is characterized as a principal and agent, each requiring different micro‐political knowledge strategies. As a principal, RHQ will develop micro‐political knowledge strategies to increase alignment with CHQ. As an agent, RHQ develops micro‐political knowledge strategies to pursue its self‐interests. Having identified different RHQ agency roles, the authors develop a conceptual model that outlines how alignment and self‐interest‐seeking behaviours from RHQ are manifest through different micro‐political knowledge strategies in its agency relationship with CHQ.     

The Mutable Nature of Risk and Acceptability: A Hybrid Risk Governance Framework

This article focuses on the fluid nature of risk problems and the challenges it presents to establishing acceptability in risk governance. It introduces an actor‐network theory (ANT) perspective as a way to deal with the mutable nature of risk controversies and the configuration of stakeholders. To translate this into a practicable framework, the article proposes a hybrid risk governance framework that combines ANT with integrative risk governance, deliberative democracy, and responsive regulation. This addresses a number of the limitations in existing risk governance models, including: (1) the lack of more substantive public participation throughout the lifecycle of a project; (2) hijacking of deliberative forums by particular groups; and (3) the treatment of risk problems and their associated stakeholders as immutable entities. The framework constitutes a five‐stage process of co‐selection, co‐design, co‐planning, and co‐regulation to facilitate the co‐production of collective interests and knowledge, build capacities, and strengthen accountability in the process. The aims of this article are twofold: conceptually, it introduces a framework of risk governance that accounts for the mutable nature of risk problems and configuration of stakeholders. In practice, this article offers risk managers and practitioners of risk governance a set of procedures with which to operationalize this conceptual approach to risk and stakeholder engagement.     

A cyclical view of the relationship between corporate governance and strategic management

The vast majority of research on the relationship between corporate governance and strategic management focuses on the impact of corporate governance on strategic management. In this article we propose a cyclical model, highlighting that strategic decisions can also affect corporate governance through shaping firm ownership structure. We discuss the impacts of strategic decisions on firm ownership structure and corporate governance in the contexts of publicly traded firms, private firms, and the privatization of state-owned enterprises. We hope that our cyclical model can promote researchers to develop a more complete view about the relationships between strategic management, ownership structure, and corporate governance.     

From primacy to purpose commitment: How emerging profit-with-purpose corporations open new corporate governance avenues

This paper aims at contributing to corporate governance theory by developing a model of governance that takes into account a recent legal innovation: the introduction of purpose-driven legal business forms in the corporate law of several countries. Current debates in such theory oppose models that grant “primacy” (i.e., ultimate control rights) to different constituencies. The resulting uncertainty proves problematic in the face of new, urgent social and environmental stakes that are difficult to represent in traditional governance bodies. Newly adopted profit-with-purpose corporate forms' introduction of a “purpose” in corporate contracts renews these debates. We show that through the “purpose commitment” model it enables, the distribution of control rights in the governance system is decoupled from the objectives assigned to the corporation. This new approach renews the formal role of management, and corporations’ accountability to society. We explore the theoretical, practical, and political consequences of this new model.     

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.     

Reflections on the roles of governance and leadership in profit-for-purpose companies: A European–United States comparative perspective

The profit-for-purpose movement has gained traction worldwide, with companies designating the second mission dedicated to a social purpose legislatively or by becoming a certified B Corp. This study reflects on the governance structure and associated accountability enacted by legislation in three countries where national legislation exists – the United States, Italy, and France. It also discusses accountability stemming from the B Corp certification. Given the limitations in accountability deriving from a governance structure or the B Lab certification, the paper reflects on the importance of leadership for the successful management of profit-for-purpose ventures and provides exemplars. We conclude by reflecting on the future of profit-for-purpose companies considering the recent environmental, social, and governance (ESG) movement and directions for future research examining key issues for dual-purpose companies.