The Ancients against the Moderns: Focusing on the Character of Corporate Leaders

When a series of corporate scandals erupted soon after the collapse of the 1990s bull market in equities, policy makers and reformers chiefly responded by augmenting and refining the checks and balances surrounding publicly traded corporations. Through measures such as the Sarbanes-Oxley Act of 2002, securities regulations were intensified and corporate governance was tightened. In essence, reformers followed the tradition of modern political philosophy, developed in the 17th and 18th centuries, in its insistence that pro-social outcomes are best produced through institutional mechanisms that harness self-interest. The empirical evidence, however, suggests the institutional approach will do little to prevent future ethical breakdowns. To corroborate this finding, we survey the literature on board composition, auditor consulting practices, shareholder activism, and executive compensation. Consequently, we look to another stream of political philosophy, the ancient tradition comprising Plato and Aristotle, which argues that social groupings, such as corporations, work best when led by individuals of good character. Applying the ancient view to modern commercial realities, the paper concludes that Benjamin Franklin’s attempt to connect virtuous character with enlightened self-interest offers a compelling ethic for corporate leaders. George Bragues is head of the Media Studies program and teaches philosophy, politics, and economics at the University of Guelph-Humber in Toronto, Canada. He is an occasional contributor to the National Post in Canada, writing op-ed pieces on financial and economic topics for that paper’s financial section. His academic articles have been published previously in the Journal of Business Ethics, as well as the Independent Review and in Business Ethics Quarterly.     

Galvanising Shareholder Activism: A Prerequisite for Effective Corporate Governance and Accountability in Nigeria

Shareholder activism has been largely neglected in the few available studies on corporate governance in sub Saharan Africa. Following the recent challenges posed by the Cadbury Nigeria Plc, this paper examines shareholder activism in an evolving corporate governance institutional context and identifies strategic opportunities associated with shareholders’ empowerment through changes in code of corporate governance and recent developments in information and communications technologies in Nigeria; especially in relation to corporate social responsibility in Nigeria. It is expected that the paper would contribute to the scarce literature on corporate governance and accountability in Africa. Olufemi Amao (LLM, Warwick; LLM, Ibadan, Nigeria; LLB, OAU, Nigeria; BA, Ilorin, Nigeria; BL, NLS) is a PhD candidate at the Faculty of Law, University College Cork, Ireland. He is a recipient of the President PhD Scholarship and the Department of Law Scholarship. His current research interests include Corporate Social Responsibility, Corporate Governance, Multinational Corporations and Human Rights. Kenneth Amaeshi is a Research Fellow at Warwick Business School. His research interests include commercialisation of intellectual property assets; governance of global innovation networks; R&D partnerships; sustainable innovation; multinational corporations and corporate social responsibility in developing economies. He is currently studying comparative political economy of corporate stakeholding and corporate social responsibility. He is the 2007 winner of the International award for excellence in the field of interdisciplinary social sciences, awarded by the international journal of interdisciplinary social sciences (Australia/USA).     

机构投资者的积极股东行为分析--从希尔斯百货董事会之争看机构投资者的作用

机构投资者通过发挥其积极股东的作用,对完善我国上市公司治理结构具有重要意义。本文通过对美国百货业巨头希尔斯公司的案例分析,研究了机构投资者参与公司治理,实施积极股东行为的经济动因与作为途径,并探讨了我国机构投资者发挥积极股东作用的条件。     

Institutional Ownership and Corporate Investment Performance

This paper examines the role of institutional investors in improving firm performance through the channel of corporate investment decisions. We find that the interaction effect between institutional ownership and capital expenditures is significantly related to firm performance. We examine this relationship for different types of institutional investors, and find that investment advisors are most effective monitors in improving firm performance through corporate investment. Moreover, we find that the monitoring role of institutional investors becomes more important when internal governance is weak. Institutional ownership and other forms of corporate governance mechanisms (including CEO incentive compensation and control, shareholder right provisions, and board of director monitoring) operate as substitutes, rather than complements, in improving capital expenditure decisions. Copyright © 2012 ASAC. Published by John Wiley & Sons, Ltd.     

Does Institutional Blockholder Short‐Termism Lead to Managerial Myopia? Evidence from Income Smoothing

We examine institutional blockholders’ influence on income‐smoothing practices in the Korean market, which provides an interesting setting where family‐oriented chaebols dictate the corporate landscape and impede shareholder activism. The empirical results reveal that institutional shareholders with a short‐term (long‐term) investment horizon facilitate (constrain) managerial myopia. This positive (negative) association is most evident among firms with domestic institutional investors. Therefore, we argue that the presence of domestic institutional investors with transient investment goals incentivizes firms’ management to smooth out earnings.     

United Nations-Business Partnerships: Good Intentions and Contradictory Agendas

In recent years, the United Nations has taken a lead in advocating public–private partnerships (PPPs), and various UN entities actively seek partnerships and alliances with transnational corporations and other companies. Although there has been a rapid growth of PPPs, relatively little is known about their contribution to basic UN goals associated with inclusive, equitable and sustainable development. In response to this situation, there are increasing calls for impact assessments. This article argues that such assessments need to recognize the range of ideational, institutional, economic and political factors and forces underpinning the turn to PPPs, and the very different logics and agendas involved, some of which seem quite contradictory from the perspective of equitable development and democratic governance. The article examines these different forces and logics, focusing on (a) the institutional turn towards “good governance”, (b) economic contexts that relate to the very mixed “fortunes” of UN agencies and corporations, (c) structural determinants associated with “corporate globalisation” and (d) political drivers that relate to the struggle for hegemony and legitimisation. The article ends by reflecting critically on the tendency within mainstream development institutions and some strands of academic literature to highlight logics associated with good governance and pragmatism, and to disregard those associated with the strengthening of corporate interests and the neoliberal policy regime. It is argued that knowledge networks associated with the UN need to go beyond “best practice learning” and embrace “critical thinking”, which has waned within UN circles since the 1980s.     

Monitoring Costs,Managerial Ethics and Corporate Governance: A Modeling Approach

This article evaluates effectiveness and costs of external regulation, in particular the Sarbanes–Oxley Act of 2002 (SOX) in restricting managerial malfeasance and safeguarding shareholder interests. It discusses the role of managerial ethics as an alternative corporate governance mechanism to protect shareholder value. This article builds a mathematical model to illustrate shareholders’ choices of best corporate governance mechanisms, taking into account the influence of managerial ethics, effectiveness and costs of monitoring. We suggest that the best corporate governance design and the optimal monitoring expenses are influenced by managerial types, monitoring efficiency, and effectiveness of ethics education. We conclude that stringent regulation and monitoring may not always enhance shareholder value. When managerial ethics could be improved by ethics education or social norms, ethics education may be a better alternative than stringent regulation.     

数字金融的公司治理效应--基于非家族股东治理视角

非家族股东治理能够有效助力家族企业实现可持续发展与现代化转型的目标,因而提升非家族股东治理水平具有重要意义。数字金融作为传统金融发展模式的重要创新,能够实现“金融服务实体经济”的目标,促使非家族股东积极参与家族企业治理。基于此,本文以代理理论与社会情感财富理论为基础,探讨了数字金融对非家族股东治理的影响。实证检验发现,随着数字金融的发展,非家族股东治理水平不断提升。其作用机制在于,数字金融能够通过缓解代理冲突、弱化家族控制与强化传承意愿,提升非家族股东治理水平。拓展性分析发现,对于非创业型、融资约束较强、位于金融监管程度较强地区的家族企业来说,数字金融对非家族股东治理的积极效应更显著;数字金融对异质性非家族股东制衡度存在差异化影响,即相较于外资股东与机构股东制衡度,数字金融能够强化国有股东与民营股东对家族股东的制衡;数字金融能够通过提升非家族股东治理水平促进家族企业可持续发展。本文从数字金融视角探究非家族股东治理的动机,丰富了数字金融与非家族股东治理的相关研究。     

The erosion of stable shareholder practice in Japan (“Anteikabunushi Kosaku”)

This study reviews the academic literature to explain internationalisation, mode of entry choice and strategic momentum theory. In this research, we ask whether DiMaggio's theory of isomorphism can be applied to Japan, given the country's Anteikabunushi Kosaku practices and the evidence cited in the literature that suggests that national culture influences managerial work values and Japanese entry mode strategies.We suggest that Japanese management attitudes towards entry mode strategy are changing due to a change in corporate governance policy and competition. In response, we argue that Japan's stable shareholder practice is eroding and that as a result of this erosion, the change observed in institutional behaviour is isomorphic.     

中国保险公司治理研究:基于知识和创新的视角

中国保险公司治理的基本特征是"股东单边治理",本文基于知识和创新的视角指出,股东单边治理的根本缺陷在于无法对经理层进行有效的内部制衡和市场制衡,上述缺陷导致中国保险公司内部治理结构失衡.不同国家采用不同方式对股东单边治理缺陷进行弥补.通过理论推导和国外实践,本文指出中国保险公司治理发展只能走利益相关者内部治理主导模式.     

Early and late adoption of American-style executive pay in Germany: Governance and institutions

Employing the theoretical perspective of neo-institutional change, this paper identifies the characteristics of early and late adoption of executive stock options (ESOs) in German firms. The paper contributes to the debate over the convergence/divergence of corporate governance systems, adding to the literature on institutional change by demonstrating the reaction of intra-organizational actors to macro-level changes. The study finds that there is employee resistance to the adoption of ESOs in the early stages, and older firms, embedded in traditional practices, prefer to maintain the status quo. Prior adoption of shareholder value oriented practices helps to smooth the way for subsequent adoptions for both early and late adopters. The full convergence of corporate governance systems is still not imminent.     

Private Firms and Corporate Governance: An Integrated Economic and Management Perspective

This article provides a definition of corporate␣governance and highlights the challenges in adapting understanding of governance to the privately-held firm. We emphasize the need to develop the scope of governance in privately-held firms beyond the traditional agency theory focus in the financial economics literature relating to large publicly-listed corporations. There is a need to draw on and integrate an array of theoretical perspectives from both economics and other social science disciplines as well. We present a schematic model of corporate governance which places the contributions presented in the special issue in context and which serves as a guide to highlighting gaps in the research base. We review the principal issues relating to corporate governance in privately-held firms which relate to: governance in different organizational contexts (institutional context; the industrial sector within which the firm finds itself, the ownership context of the firm, and the stage within the firm’s life-cycle); the scope of corporate governance; and other internal governance mechanisms to be considered We identify areas for further research on corporate governance in privately-held firms with respect to processes of governance, organizational contexts, assumptions about the owners, executive remuneration, financial reporting, the nature of the dependent variable relating to the expected outcome of different approaches to governance and various methodological issues. We suggest a need to develop governance codes for privately-held firms that are flexible enough to take account of the different types of governance needs of firms at different stages in their life-cycle.      

Dividends Behavior in State- Versus Family-Controlled Firms: Evidence from Hong Kong

This study comparatively examines the dividends behavior in state-controlled firms versus family-controlled firms. With the sample of large industrial firms listed on the Main Board of Hong Kong Stock Exchange, we investigate the dividends payment rates, stability of dividends payment, the effects of firm size, profitability and growth opportunity on likelihood to pay dividends, as well as the concentration of dividend in state-controlled versus family-controlled firms. Based on the findings, we derive some ethical implications of dividends policy regarding the differences in business ethical behavior, corporate social responsibility, corporate governance, business sustainability, and shareholder activism in state-controlled versus family-controlled firms, as well as the improvement in these respects through cross-listing in Hong Kong.     

Neither Principles Nor Rules: Making Corporate Governance Work in Sub-Saharan Africa

Corporate governance is often split between rule-based and principle-based approaches to regulation in different institutional contexts. This split is often informed by the types of institutional configurations, their strengths, and the complementarities within them. This approach to corporate governance regulation is mostly discussed in the context of developed economies and their regulatory demands. However, in developing and weak market economies, such as in Sub-Saharan Africa, there is no such explicit split and the debates on such contexts in the comparative corporate governance literature have been meagre. Nonetheless, there are sparks of good corporate governance practices in the region. Drawing from institutional theory and a case study of a largest economy, we explore the appropriateness or suitability of corporate governance regulatory frameworks in Sub-Saharan Africa. Our findings suggest that Nigeria needs an integrated system that combines elements of both rule-based and principle-based regulation, supported by a multi-stakeholder co-regulation strategy. This paper departs from the mainstream rule-based and principle-based categorisations by forging ahead new perspectives on corporate governance regulation, especially in weak market economies.     

Doing right,investing right: Socially responsible investing and shareholder activism in the financial sector

In this article, we present an overview of corporate social responsibility (CSR) in the financial sector. We focus on how socially responsible investment and shareholder activism have been integral parts of corporate social responsibility in the financial sector. We examine how the financial sector and its firms are evaluated and rated via a sustainability index, the Dow Jones Sustainability World Index, and show that even leading financial institutions do not employ proactive practices regarding socially responsible investment and shareholder activism. Finally, we provide examples of two companies, UBS AG and the Co-operative Banking Group, that do utilize proactive practices.     

Corporate Governance and Institutional Transparency in Emerging Markets

This paper posits that differences in corporate governance structure partly result from differences in institutional arrangements linked to business systems. We developed a new international triad of business systems: the Anglo-American, the Communitarian and the Emerging system, building on the frameworks of Choi et al. (British Academy of Management (Kynoch Birmingham) 1996, Management International Review 39, 257–279, 1999). A common factor determining the success of a corporate governance structure is the extent to which it is transparent to market forces. Such transparency is more than pure financial transparency; as it can also be based on factors such as governmental, banking and other types of institutional transparency mechanism. There may also be a choice for firms to adopt voluntary corporate disclosure in situations where mandatory disclosure is not established. The Asian financial crisis of 1997–1999 and the more recent corporate governance scandals such as Enron, Andersen and Worldcom in the United States and Ahold and Parmalat in Europe show that corporate governance and business ethics issues exist throughout the world. As an illustration we focus on Asia’s emerging¹ markets, as, both in view of the pressure of globalization and taking into account the institutional arrangements peculiar to the emerging business system, these issues are important there. Particularly for those who have to find an accommodation between the corporate governance structures and disclosure standards of the Emerging system and those of the Anglo-American and Communitarian systems.     

Multiple influences on corporate governance practice in Nigeria: Agents,strategies and implications

The literature on the convergence of corporate governance systems across different institutional contexts has often taken the role of ‘agents of convergence’ for granted. Against this background, we examine the influences of three major agents – international organisations, rating agencies, and local institutions – on the development of corporate governance practices in Nigeria. Findings indicate that the understanding and practice of corporate governance in Nigeria are in a flux and being pulled in multiple directions by the agents studied. This paper provides one of the very few studies utilising sub-Saharan African (Nigerian) data in international business governance research.     

Optimal vs satisfactory transparency: The impact of global macroeconomic fluctuations on corporate competitiveness

Being able to separate temporary global macroeconomic influences – caused by fluctuations in exchange rates, interest rates and inflation – from intrinsic performance – related to a superior product, production process or management – is crucial to assessing the development of a firm’s competiveness. Against that background, this paper analyzes institutions’ role in making firms supply outside shareholders with relevant information corresponding to satisfactory transparency from the shareholder perspective. Based on a sample of the 100 largest public European firms, it is found that no firm provided information to a level deemed satisfactory by the outside shareholder. One explanation may be that optimal transparency for the firm does not equal satisfactory transparency for the outside shareholder. However, the implementation of IFRS/IAS 1 in the EU as of 2005 and a company’s international cross-listing activities exhibit associations with a better supply of information and a narrowing of the gap. Shareholders in the Anglo-Saxon corporate governance system are provided with more relevant information than those in other corporate governance systems. The paper adds to the literature on the role of institutions in international corporate governance, with a particular focus on information asymmetries in an international business context.     

The effects of the national setting on employment practice: The case of downsizing

Although there is now a sizeable body of academic literature that tries to explain cross-country differences in terms of corporate control, capital market development, investor protection and politics, there is as yet very little literature on the degrees of protection accorded to other corporate stakeholders such as employees, based on a systematic comparison of firm level evidence. We find that both theories of legal origin and the varieties of capitalism approach are poor predictors of the relative propensity of firms to make redundancies in different settings. However, the political orientation of the government in place and even more so the nature of the electoral system are relatively good explanators of this propensity. In other words, political structures and outcomes matter more than more rigid institutional features such as legal origin. We explore the reasons for this, drawing out the implications for both theory and practice.