The role of informal institutions in corporate governance: Brazil,Russia, India,and China compared

This paper argues that the role of informal institutions as well as formal ones is central to understanding the functioning of corporate governance. We focus on the four largest emerging economies: Brazil, Russia, India, and China—commonly referred to as the BRIC countries. Our analysis is based on the Helmke and Levitsky framework of informal institutions and focuses on two related aspects of corporate governance: firm ownership structures and property rights; and the relationship between firms and external investors. We argue that for China and some states of India, “substitutive” informal institutions, whereby informal institutions substitute for and replace ineffective formal institutions, are critical in creating corporate governance leading to enhanced domestic and foreign investment. In contrast, Russia is characterized by “competing” informal institutions whereby various informal mechanisms of corporate governance associated with corruption and clientelism undermine the functioning of reasonably well set-out formal institutions relating to shareholder rights and relations with investors. Finally Brazil is characterized by “accommodating” informal institutions which get around the effectively enforced but restrictive formal institutions and reconcile varying objectives that are held between actors in formal and informal institutions.     

Principal-principal conflicts during crisis

This paper explores principal-principal conflicts in corporate governance during times of economic crisis. We address the question: What external and internal governance mechanisms can best protect minority shareholders? Drawing on 877 publicly listed large corporations with concentrated ownership in seven Asian countries and regions, we compare different control structures between family firms and non-family firms during crisis. We find that family firms tend to choose certain control structures associated with potential principal-principal conflicts. However, these choices can be constrained by external and internal governance mechanisms. Specifically, legal institutions and presence of multiple blockholders serve as useful external and internal governance mechanisms, respectively, to constrain potential expropriation of minority shareholders.     

Extending the “P” perspective: An institutional account of management research in Australia

In commenting Meyer’s article “Asian management research needs more self-confidence” in APJM (2006), Yang and Terjesen (Asia Pacific Journal of Management, 24(4):497–507, 2007) described ground realities in Australia that may have inhibited the development of a robust management research community. As an Australia-trained and Australia-based Asian management scholar, I extend the “P” perspective by exploring how the formal and informal institutions interact in shaping Australia-based scholars’ publication strategies and research performance. Reflecting on my experience in Australia, I argue that like in any other businesses, institutions matter in our business of research and publication. They matter because they can shape the local “rule of the game” within which a country’s or a region’s scholars conduct and publish their research. A full institutional account of the current state of management research in the Asia Pacific region requires a deeper understanding of both formal and informal local institutions. From such an institutional perspective, this commentary concentrates on why Australian management research lags behind that in the US and Europe and yet leads the Asia Pacific region.

The Resource Dependence, Service and Control Functions of Boards of Directors in Hong Kong and Taiwanese Firms

Since the Asian financial crisis of the late 1990's, there have been numerous calls for the reform of East Asian corporate governance. Without reform, fears abound that the crisis will return. However, a baseline understanding of corporate governance in East Asia needs to be established before reform efforts can begin. In the West, three major functions of boards are commonly recognized: resource dependence, service, and control. These functions have yet to be examined in the context of boards of directors of Overseas Chinese firms in East Asia. In this exploratory study, we examine the extent to which these functions are performed, primarily by outside board members, in Overseas Chinese firms in Hong Kong and Taiwan. We find that the service and control functions are less pronounced for East Asian boards than what would be expected in the West, while the resource dependence function is more pronounced. We also findthat the governance of the region is being moved closer to international practices by a new generation of leaders that have been exposed to Western influences and intense global competition. The implications of our findings for managers, educators, and researchers are discussed.     

Achieving food security in Central Asia — current challenges and policy research needs

This paper introduces the papers of this Special Issue on Achieving Food Security in Central Asia. Identifying the current challenges, it enlists the information gaps and policy research needs for accelerating the reform process in the food, agriculture and natural resource sectors of the Central Asian Republics. The paper concludes by calling for identifying policies and institutional arrangements that facilitate economic reforms that will lead to poverty reduction, increased food security, and sustainable use of natural resources.     

Antecedents and consequences of corporate governance reform: the case of Germany

The paper examines the antecedents and consequences of the voluntary adoption of corporate governance reform in firms embedded in a relationship‐based governance system with less protection of minority shareholders. In such locations, ownership structure should be a key determinant of governance reform. Firms with dispersed ownership are likely to face agency problems but may lack sufficient ownership power in the hand of external owners for adoption to occur. Extensive ownership by external parties facilitates adoption but decreases the need and motivation to adopt governance reform. We examined the adoption of stock‐based incentive plans and transparent accounting regulations (e.g., greater disclosure to shareholders) among large German firms (DAX 100) during the late 1990s. We found an inverse ‘U’‐shaped relationship between ownership concentration and governance reform. In addition, we found that firms adopting governance reform were more likely to engage in corporate divestitures and achieve higher levels of market performance than firms not adopting governance reform. Copyright © 2003 John Wiley & Sons, Ltd.     

Alternative Corporate Governance Systems in Japanese Firms: Implications for a Shift to Stockholder-Centered Corporate Governance

In Asia, the recent catastrophic decline in regional stock markets, continuing currency crisis and failures of major financial institutions and industrial corporations have increased domestic and international interest in corporate governance. Nowhere is this greater than in Japan where financial institution reform has catapulted this to the fore. In this paper, we use agency theory and institutional theory, together with comparative case examples, to derive some propositions on the dynamics of changing corporate governance systems in Japanese firms. We argue for the co-existence of stakeholder and shareholder-centered corporate governance systems in Japan. This argument has an important implication for corporate governance research and agency theory. Namely, changes in ownership structure and institutional expectations would force firms to focus on maximizing shareholder value even where the interests of stakeholders are more emphasized. It suggests an environmental selection mechanism to ensure the emergence of appropriate corporate governance mechanisms to solve the agency problem. Further, the loss of competitiveness and the prolonged poor performance of firms can change the institutional norms to emphasize asset efficiency and transparency rather than stability and business ties.     

煤炭企业混合所有制改革与公司治理机制优化

煤炭企业混合所有制改革是煤炭企业建立现代企业制度的必然要求。煤炭企业混合所有制改革要求在国有煤炭企业中引入民营投资、外商投资,形成煤炭企业投资主体多元化的格局。煤炭企业混合所有制改革要求煤炭企业按《公司法》要求改制为规范的公司制企业,构建以股东会、董事会、监事会、经理层为代表的现代公司治理结构。煤炭企业混合所有制改革拓宽煤炭企业融资渠道,引入国内外战略投资者,可优化煤炭企业的公司治理机制。总之,煤炭企业混合所有制改革有利于煤炭企业公司治理机制的形成和优化。     

WEALTH CREATION AND BID RESISTANCE IN U.K. TAKEOVER BIDS

In this paper we investigate the determinants of, and relationship between, wealth creation and bid resistance for a sample of 178 successful takeover bids in the U.K. Within the context of an event study approach we test a range of hypotheses against a background that recognizes the existence of agency conflict and the role of corporate governance mechanisms designed to mitigate its effect. The results obtained are interpreted within the context of the U.K. corporate environment. We find that wealth creation and bid resistance are mutually dependent on each other. We find evidence suggesting the presence of managerial and financial synergy but the absence of operational synergy. Our results also suggest that there is some conflict between managers and shareholders but that significant monitoring is exercised by the particular governance mechanisms we investigate. © 1997 by John Wiley & Sons, Ltd.     

A review of: “ENGINEERING ECONOMICS” by James L. Riggs,McGraw-Hill Book Company: New York, 1977, 609 pages, $19.50 list.

The relevance of corporate investment decisions lies in their impact on shareholder wealth. It not only depends on the investment project but also on the corporate dynamics that turns it into the sequence of shareholders’ capital contributions, dividends, and gross terminal value that constitutes the shareholders’ investment project (SIP). We develop a model to calculate the SIP cash flows and the values of its interim capitals following the average internal rate of return (AIRR) paradigm. The shareholders’ final value depends on two reinvestment rates that, respectively, capture the returns obtained by the retained cash flows and the dividends reinvested by shareholders. On this basis, we approach the analysis of value creation combining both reinvestment rates in the shareholders’ net present value (SNPV). This model enables us to obtain the AIRR of the SIP and a variant of it, the equity growth rate that embeds the impact of internal and external reinvestment on the shareholders’ final value.     

Meta-analyzing ownership concentration and firm performance in Asia: Towards a more fine-grained understanding

We present a meta-analysis of the relationship between concentrated ownership and firm financial performance in Asia. At the cross-national level of analysis, we find a small but significant positive association between both variables. This finding suggests that in regions with less than perfect legal protection of minority shareholders, ownership concentration is an efficient corporate governance strategy. Yet, a focus on this aggregate effect alone conceals the existence of true heterogeneity in the effect size distribution. We purposefully model this heterogeneity by exploring moderating effects at the levels of owner identity and national institutions. Regarding owner identity, we find that our focal relationship is stronger for foreign than for domestic owners, and that pure “market” investors outperform “stable” or “inside” owners whom are multiply tied to the firm. Regarding institutions, we find that a certain threshold level of institutional development is necessary to make concentrated ownership an effective corporate governance strategy. Yet we also find that strong legal protection of shareholders makes ownership concentration inconsequential and therefore redundant. Finally, in jurisdictions where owners can easily extract private benefits from the corporations they control, the focal relationship becomes weaker, presumably due to minority shareholder expropriation.

基于EME-E范式的资产重组中股东利益均衡研究

本文引入不含利益倾向性判断的"股东利益均衡"概念,提出均衡判断方法,并发展了一个"环境—模式—效率—股东利益均衡"(EME-E)的分析范式,考察资产重组中的股东利益分配问题。研究发现,整体上市这类大股东主导的重组现象在表面上是"支撑行为",但其重组效率为负,表明股东利益并不均衡,小股东的利益可能被侵占。该发现有助于解释大股东为何从消极的上市公司"救火队员"转向积极的"锦上添花"。进一步分析显示,一些模式和环境的重组绩效相对较差,与更严重的股东利益不均衡相联系,其形成机理在于大股东受到的监控和约束相对更宽松。本文认为,重组模式和环境的选择等内部治理机制有助于缓解但难以消除股东利益不均衡,尚需引入外部治理机制以有效制约大股东的机会主义行为,进行策略创新和制度创新以实现股东利益均衡。     

Change and continuity in Japanese corporate governance

Previous studies on Japanese corporate governance were largely based on the agency theory framework, and can be seen as attempts to understand the unique monitoring mechanisms in the Japanese context. This paper briefly reviews prior research and then discusses the recent changes in the environment that have been affecting Japanese corporate governance. Our central argument is that there is both change and continuity in Japanese Corporate Governance. We also present emerging research from an institutional theory perspective. In this line of research, corporate governance is treated as part of a nation’s institutional framework and hence, researchers need to understand unique institutional arrangements that affect corporate governance practices and their change or continuity.

Corporate Governance and Firm Capabilities: A Comparison of Managerial, Alliance, and Personal Capitalisms

Incentive structures embodied in different systems of corporate governance produce firms with inclinations towards the development of particular capabilities and strategic assets and disinclinations towards the development of others. To the extent that there is an excessive dependence upon any particular type of governance, an economy as a whole will be endowed with both its benefits and costs. As such, governance reform in East Asian economies may be better aimed at cultivating alternative governance institutions alongside existing relational institutions, rather than in converting these governance systems into facsimiles of the so-called Anglo-American model.     

人力资本专用化的内生公司治理研究

人力资本专用化已日渐成为诸多公司成长与竞争中的一种战略选择，但人力资本专用化在改变公司财富创造的源泉并具有创新意义上的环境动态适应性时，亦会内生出诸如公司主雇双方的“讨价还价”、公司权利分配结构的边际调整、公司治理边界的重新定义以及公司潜在创新需求的治理保障等诸多不同层面的公司治理问题。在人力资本专用化的条件之下，人力资本专用化投资的公司激励机制、基于人力资本专用化的公司财富增长机制以及公司治理理论逻辑与治理结构的相应变革与完善均系公司治理的重要组成部分。     

The effects of ownership concentration and corporate debt on corporate divestitures in Chinese listed firms

This study examines how ownership concentration and corporate debt impact corporate divestitures in China. Corporate divestitures reduce the asset base of a company and the opportunity for expropriation by majority shareholders. In emerging economies, weak legal institutions, combined with equity ownership concentration and high corporate debt, allow majority shareholders to avoid such disciplines. Consequently, the relationship between these governance mechanisms and divestiture activity exhibits a pattern that is different from that in developed economies. Using archival data collected from 1,210 Chinese listed companies during 1999–2003, we found that ownership concentration by the largest shareholder depressed corporate divestitures both in state-controlled and in non-state-controlled firms. The negative effect of corporate debt on divestitures only existed for state-controlled firms. Our finding provides corroborating evidence for principal–principal conflicts in emerging economies. It suggests that corporate strategy in these countries can be better explained by taking into account the unique agency problems that are prevalent in these economies.     

公司股权的"市场结构"类型与股东治理行为

公司股东的治理行为与公司股权结构的类型密切相关。已有的文献存在的一个主要问题是没有在合理界定公司股权结构类型的基础上分析股东治理行为与作用。鉴于此,本文借用产业组织学中的“市场结构”的概念,结合公司股东持有股份的结构特征,对公司股权“市场结构”的类型加以界定;在此基础上,建立了一个公司股东治理行为的分析框架,并分析了不同公司股权“市场结构”下的股东治理行为;最后,本文就我国上市公司应选择何种类型的股权“市场结构”问题进行了探讨。     

Models of the Company and the Employment Relationship

How the company is conceptualized has important implications for employees. Divergent theoretical approaches towards the company are synthesized below to form three models: the ownership, nexus of contracts, and social institution models. The first two endorse current UK corporate governance practice, in which companies are run for the ultimate benefit of their shareholders, who have the exclusive right to appoint the board. The third model questions this arrangement and, more generally, the characterization of the company as a wholly private association. The conclusion examines the implications of the third model for reform of company law and governance in the UK.     

Governance and capabilities: Asia’s entrepreneurial performance and stock of venture forms

Asian economies display large evident differences in their entrepreneurial capabilities and performance. While existing explanations of these differences have largely focused on formal and informal background institutions, we instead emphasize differences in national stocks of venture forms. We suggest that alternate venture forms, because of their different governance characteristics, possess unique entrepreneurial capabilities and pursue distinct opportunities. Consequently, nations must possess a diverse and balanced stock of venture forms and have such forms engaged in the unique and complementary activities for which they are best suited. Viewed in this light, addressing national limitations in entrepreneurial performance requires changes in stocks of venture forms. In developing the policy implications of our analysis, we highlight the past successes and current development challenges of Japan, Korea, Singapore, Hong Kong, Taiwan, and mainland China.     

What determines the scope of the firm over time and around the world? An Asia Pacific perspective

“What determines the scope of the firm?” is a fundamental question in strategy research. We argue that a new generation of diversification research needs to address the extended question: What determines the scope of the firm—both product and geographic—over time and around the world? This article has three goals: (1) to increase awareness among researchers on the necessity to add the much needed but often neglected time and geographic dimensions by introducing a new typology in diversification research, (2) to review how Asia Pacific research, including articles in this Special Issue, has contributed to our global understanding along both dimensions, and (3) to advance an institution-based view on diversification strategies that has largely been propelled by Asia Pacific research.