Theorising South Africa’s Corporate Governance

South Africa’s principal corporate governance report aspires to an ‘inclusive’ approach to corporate governance, in which companies are clearly advised to consider the interests of a variety of stakeholders. Yet, in common with many other countries, there is little discussion of the theoretical foundations and assumptions implicit in the recommended approach to corporate governance. The purpose of this article is to provide an analysis of corporate governance and the corporate environment in South Africa in terms of existing theory and models of corporate governance, and to provide a critique based on a consideration of traditional African values and the socio-economic necessities of post-apartheid South Africa. The result is the identification of an incompatibility between the current corporate environment in South Africa and the given exposition of African values. Some prospects for change are then identified.     

Audit quality in common-law and code-law emerging markets: Evidence on earnings conservatism, agency costs and cost of equity

This study focuses on firms that are audited by a big auditor and examines the differentiation in the earnings management potential and the level of conservatism. It also investigates whether being audited by a big auditor would lead to lower agency costs and lower cost of equity. The study focuses on emerging common-law South Africa and code-law Brazil, and seeks to identify whether there are material differences given their dissimilar institutional characteristics. The study reports that even though firms may be audited by high quality auditors, their institutional differences influence significantly firms' earnings conservatism, agency costs and cost of equity. Client firms of big auditors in both common-law South Africa and code-law Brazil exhibit lower discretionary accruals. The study has found evidence of more conservative earnings for South Africa but insufficient levels for Brazil. For common-law South Africa, the presence of effective corporate governance mechanisms reduces agency costs. For code-law Brazil, the corporate governance mechanisms generally display an insignificant impact on reducing agency costs. For common-law South Africa, firm-level performance, growth and market determinants tend to lead to a lower cost of equity. For code-law Brazil, it is found that significant discretionary accruals, market beta and analyst forecast dispersion would result in higher uncertainty and would consequently raise the cost of equity.     

Corporate Objectives in Sports Sponsorship

This article considers corporate objectives in sports sponsorship. The important question is to determine why companies sponsor sport when there are other promotion techniques available to them. Reasons for sponsoring sport in the first place are discussed, as well as broad corporate objectives in becoming involved in sponsorships. This study involved a sample of 45 sponsors who received media exposure in South Africa between November 1984 and March 1985. Results show that the most important reasons for sponsoring sport include potential TV coverage, promoting the corporate image and the potential of spectators as customers. Anonymous sponsorship, even philanthropic, is rare.     

Corporate governance and MNE strategies in emerging economies

We explore factors of convergence and divergence in corporate governance of emerging and developed market economies, focussing on the role of firm internationalisation. In particular, foreign investments by emerging economy firms led to upgrade of their governance capabilities. These firms also became advocates for home-country policy reforms that mandated the development of similar capabilities for local firms. We present a broad overview of the literature and propose an approach that considers the evolution of corporate governance, both at the national level and the firm level, with MNEs from both emerging market economies and developed economies as active actors in this process.     

Ethics and the Board of Directors in Spain: The Olivencia Code of Good Governance

In an open, unregulated and globalised economy, it is logical that the problem of corporate government not only occupy the time of academics, but also preoccupy both companies and the public administration. Corporate governance varies depending on several factors, such as the culture of a particular country, the economic situation and the organisational structures. Thus, there is no single recipe which can be applied automatically and is universally valid in all contexts. However, it is possible to propose some general principles which have duly stood the test of experience and are recognised as providing valuable guidance for efficient corporate governance.The aim of this article is to present the Spanish "Olivencia Report", which is an attempt to draft an "ethical code" containing a number of practices and principles, which, if they were to be applied, could improve the governance of the larger Spanish companies listed on the Stock Market.The pages which follow narrate the story of the making of the report, and highlight those features which distinguish this report from other analogous reports published in other countries, and which inspired the Olivencia Report. These reports, which include the "Cadbury Report", the "Viénot Report" and the "Peters Report" among others will also be dealt with. Once the more outstanding aspects of the Spanish report have been highlighted, the article closes with a brief concluding section, which goes beyond the case in question and stresses the relationship between ethics, corporate governance and the mission of the enterprise. This focus is of some importance as the literature on corporate governance rarely brings the ethical problem to the fore.     

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.     

The Politics of Shareholder Activism in Nigeria

Shareholder activism has become a force for good in the extant corporate governance literature. In this article, we present a case study of Nigeria to show how shareholder activism, as a corporate governance mechanism, can constitute a space for unhealthy politics and turbulent politicking, which is a reflection of the country’s brand of politics. As a result, we point out some translational challenges, and suggest more caution, in the diffusion of corporate governance practices across different institutional environments. We contribute to the literature on corporate governance in Africa, whilst creating an understanding of the political embeddedness of shareholder activism in different institutional contexts—i.e. a step closer to a political theorising of shareholder activism.     

Institutions,Corporate Governance and Capital Flows

Countries with weaker domestic investor protection hold less diversified international portfolios. An equilibrium business cycle model of North-South capital flow with corporate governance frictions between outside investors and corporate insiders explains this phenomenon through two channels. First, weak governance leads to concentrated ownership in the South because international diversification by insiders is penalized by lower stock market valuation. This reduces the float portfolio, or the supply of South assets. Second, weak governance tilts the demand of South outside investors towards domestic assets to hedge labor income risk. This is due to a higher share of labor in income, which increases labor income risk. In addition, the dynamics of investment under insider control leads relative dividend and labor income to be more negatively correlated in the South, making domestic assets a better hedge against local labor income risk. I find that the insider ownership and hedging channels are responsible for at least 29% and 11%, respectively, of the cross-country variation in international diversification. Thus, weak institutions lower international diversification primarily through concentrated ownership of firms, with outsider hedging also playing a quantitatively significant role.     

The Effect of Outside Board Members on Energy Efficiency in Korea

Drawing largely upon the stakeholder theory and the resource dependence literature, this article examines the relationship between corporate governance structure and sustainability measured by energy efficiency. The model uses data from South Korean (Korean hereafter) firms that have relied heavily on energy-intensive industry for economic growth and have experienced major changes in their corporate governance structure since the 1997 Asian financial crisis. Estimation results show that a corporate governance structure that includes the appointment of heterogeneous outside directors, given other conditions, leads to an increase in energy efficiency and thus sustainability.     

Stakeholder Theory, Corporate Governance and Public Management: What can the History of State-Run Enterprises Teach us in the Post-Enron era?

This paper raises a challenge for those who assume that corporate social responsibility and good corporate governance naturally go hand-in-hand. The recent spate of corporate scandals in the United States and elsewhere has dramatized, once again, the severity of the agency problems that may arise between managers and shareholders. These scandals remind us that even if we adopt an extremely narrow concept of managerial responsibility – such that we recognize no social responsibility beyond the obligation to maximize shareholder value – there may still be very serious difficulties associated with the effective institutionalization of this obligation. It also suggests that if we broaden managerial responsibility, in order to include extensive responsibilities to various other stakeholder groups, we may seriously exacerbate these agency problems, making it even more difficult to impose effective discipline upon managers. Hence, our central question: is a strong commitment to corporate social responsibility institutionally feasible? In searching for an answer, we revisit the history of public management, and in particular, the experience of social-democratic governments during the 1960s and 1970s, and their attempts to impose social responsibility upon the managers of nationalized industries. The results of this inquiry are less than encouraging for proponents of corporate social responsibility. In fact, the history of public-sector management presents a number of stark warnings, which we would do well to heed if we wish to reconcile robust social responsibility with effective corporate governance.     

Corporate social monitoring in South Africa: A decade of achievement,an uncertain future

Corporate social monitoring has reached its most systematic form and has had the most practical impact with regard to companies doing business in South Africa. The Sullivan Principles have guided the monitoring system for U.S. companies, of which about 166 remain in South Africa and about 140 have withdrawn. However, corporate social monitoring in South Africa is currently subject to certain tensions. The Rev. Sullivan has called for the withdrawal of U.S. companies, and has himself withdrawn from the monitoring effort.This paper discusses the economic climate for U.S. business in South Africa both historically and currently, the conflicting pressures experienced by U.S. companies remaining there, and the effectiveness of strategies aimed to create pressure for companies to withdraw, including divestment resolutions, purchasing restrictions, and sanctions.Current attempts to retain a form of corporate social monitoring are described. The potential politicization of the system is discussed, with particular attention paid to the formation of a new structure which could come to provide the moral leadership formerly provided by the Rev. Sullivan. However, corporate social monitoring could become confused with an anti-sanctions lobbying effort on the part of corporations, and would lose credibility if this were to occur.Karen Paul is an Associate Professor of Management at Rochester Institute of Technology. The research for her article was completed while she was 1987–88 Peace Fellow at the Bunting Institute of Radcliffe College, and was also supported by a Fulbright Senior Research Grant.     

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).     

Risky business: How social psychology can help improve corporate risk management

Drawing on research in management theory, risk analysis, and the social sciences, this installment of Business Law & Ethics Corner promotes diversity of thought in corporate governance as not only beneficial to business growth and creativity, but also imperative to managing risk successfully. The article begins with a review of four major worldviews and the risk preferences of each. Next, it examines psychological processes that guide human decision making and greatly influence risk perception. The article then applies these worldviews and psychological phenomena to the case of risk management. It offers a critique of current risk management practices, drawing on evidence from the 2007–2008 financial crisis. The article concludes by promoting increased diversity of worldviews in corporate governance as a way to prevent the same risk blindness that led to the Great Recession.     

Developing an Integrative CSR Model: Imperative for Cultural and Consultative Dimensions

Corporate organizations conducting business in developing economies have increased their corporate social responsibility (CSR) activities over time. However, some of these CSR projects have attracted criticism, controversy, and conflicts, thus creating an acrimonious relationship between affected corporate organizations and host communities. A deductive explanation of this phenomenon has been attributed to the default in the approach adopted by corporate organizations when initiating and implementing CSR projects. This has motivated the need to expand the categorization of CSR that was developed by Carroll, in order to incorporate additional dimensions that are environmentally specific and crucial to the success of CSR programs in South Africa. Using a case study research design and a qualitative research approach, this paper developed an integrated CSR model that provides a framework for CSR initiatives in South Africa.     

Measuring transparency and disclosure at firm-level in emerging markets

Transparency and disclosure are integral to corporate governance. In this paper, we use a new dataset to analyze Transparency & Disclosure scores (T&D score) in 19 emerging markets for 354 firms representing 70% of S&P/IFCI Index market capitalization over the 3 years ending in 2000. We analyze differences across countries, economic sectors and trend over the 3 years. We find that the Asian emerging markets and South Africa have significantly higher transparency and disclosure compared to the Latin American, Eastern European, and Middle Eastern emerging markets. The gap between the Asian emerging markets and South Africa over other emerging markets has increased over the last 3 years. We do not find any significant differences in T&D scores among economic sectors. Changes in the T&D scores over the last 3 years, however, differ by economic sectors for the 6 markets with the largest investable market capitalization and/or number of observations, viz. Brazil, Poland, South Africa, India, Thailand, and Korea. We then study the relationships between T&D scores and cross-holdings for the 6 emerging markets. For the 6 markets except Korea, correlation between cross-holdings and T&D scores is negative. For the 6 markets except South Africa, correlation between price-to-book ratios and T&D scores is positive. We conclude with a discussion on further research.     

The Study of the Relations among Ethical Considerations, Family Management and Organizational Performance in Corporate Governance

Corporate governance is increasingly becoming an issue of global concern, not least because we are more and more living in a corporate world that transcends international boundaries. The main purpose and motivation of this study is to determine how the international community should motivate businesses in fostering exemplary corporate governance, therefore eliminating obstacles to ethically exemplary behavior. The empirical approach utilized here has been applied to 161 businesses, both listed and over-the-counter (OTC) companies, with the results indicating that ethical considerations, corporate governance and organizational performance are inextricably linked and, to an extent, demonstrably proportional. This study also indicates a major finding that family management is a significant mediating variable of the ethical considerations of corporate governance and organizational performance. Finally, this study has developed an operational model of ethical considerations of corporate governance as a consultancy aid for businesses that wish to implement and/or boost their performance in respect to corporate governance.     

The Arduous Journey of Private Labels: Insights From the South African Market and Further Afield

This article presents an overview of private label brands (PLBs) by considering both the status quo and emergent trends in this sphere. The initial focus is profiling private labels in the country of South Africa, with developments from abroad then being juxtaposed against the local retail landscape. Global market trends are brought to the fore at the end of the article. PLB adoption in South Africa currently sits at a paltry 18% (little moved in the last 5 years), compared with a European average penetration rate of 30%. The reasons for this lackluster growth are varied, with a lack of retailer R&D at the root cause. Yet the conditions are right for rapid growth of this merchandise should household incomes continue to remain under pressure and should consumers fully appreciate the value proposition of such brands. Furthermore, it is expected that the global share of the market will reach 50% by 2025 (double that presently) with retailers abandoning B-brands and replacing these with their own substitute PLBs.     

增值税费用特性--来自中国情境下的经验证据

通过增值税、营业税的对比研究,表明增值税与营业税同样显著地影响企业盈余,也同样是税务筹划关注的重要税种,但因增值税未纳入利润表,给企业管理层提供了隐秘的税务筹划机会。建议将增值税费用化处理并纳入利润表,既有利于“营改增”后的税收监管,还能约束企业管理层的税务筹划,更真实地反映企业盈余。研究还发现,公司治理结构中董事长、总经理的职位若由同一人担任,可显著影响增值税的现金流动,这应是完善公司治理的方向。     

The evolution of corporate governance in Brazil

We use extensive hand collected surveys reporting governance practices of Brazilian firms in 2004, 2006, and 2009 to build a broad corporate governance index and analyze the evolution of corporate governance in Brazil and the association between governance and firm value. We find that corporate governance practices improved significantly over this period. This evolution is due to two main factors: 1) growth in Novo Mercado and Level II (NM&L2) listings, mainly through IPOs by new firms, and 2) improved practices at non-NM&L2 firms, principally through adopting governance elements required for NM&L2 listing. Governance practices for firms already listed on NM&L2 were stable. Adoption of the elements of our governance index that are required for NM&L2 listing predicts higher firm value. In contrast, adoption of the remaining elements of our index does not predict firm value. Thus, governance changes appear to respond to investor preferences.