Corporate Governance,Agility, and Survival

Abstract

Most corporate research has focused on (i) dimensions of governance that are relatively easy to measure (e.g., ownership structure, boards of directors, and executive compensation) and (ii) the role that governance arrangements play in mitigating agency costs. This paper takes an evolutionary perspective to corporate governance in which the concept of corporate agility, i.e., the ease with which firms adapt to changes in their respective environments, plays a prominent role. I argue that decentralization, which is understudied in the literature, promotes agility and predict that it is directly related to corporate performance and survival during periods of rapidly changing environments. The paper also discusses how some governance features that often are viewed through the lens of either mitigating or exacerbating agency costs are cast in a different light when their effects on corporate agility are considered.     

What Corporate Governance Can Learn from Catholic Social Teaching

This reflection focuses on what insights Catholic Social Teaching (CST) can provide for corporate governance. I argue that the ‘standard’ agency theory is overly reductionist and insufficiently incorporates important economic limitations (such as asymmetric information, incomplete contracts, and the need for coordination) as well as human frailty. As a result, such agency theory insufficiently distinguishes firms from markets, which can easily relativize how we treat others and facilitate rationalization of unethical behavior. I then explore how three pillars of CST—human dignity, solidarity, and subsidiarity—can help overcome these limitations. CST proposes a vision of the business corporation as a community of persons, working together in cooperative business relationships toward the shared purpose of contributing to human flourishing.     

Global corporate governance: On the relevance of firms’ ownership structure

This article addresses reviews research on corporate governance of the modern corporation around the world, with particular attention to the key variable of ownership structure. We first review the evolution of ownership studies from the early days of the Berle and Means to more contemporary research on how ownership has defined the various corporate governance systems around the world. We maintain that concentrated and family ownership structures in emerging economies, the role of the diverse type of large blockholders, and the evolution to more dispersed structures can help to inform broader questions around corporate governance and its relationship to economic development and the role of institutions in these economies. We propose that future research should draw on micro data on firm specific ownership structures and their corporate governance practices to better understand the cross-national diversity of governance and its meanings and consequences. We close by identifying some fruitful areas of future research.     

Institutional change and corporate governance diversity in China’s SOEs

This study investigates the impact of different types of state ownership on corporate governance, with particular reference to state-owned enterprises in China. Our findings are that Chinese institutional reforms have produced diversified state ownership regimes. We argue that different types of government ownership exert different influences on ownership structure and executive shareholding. The study contributes to corporate governance research by challenging the conventional definition of state ownership and proposes that corporate governance studies should incorporate changing institutional environments in emerging economies.     

公司治理中推行独立董事制度的必要性

随着所有权与经营权的分离 ,公司的健康发展与公司有效治理直接相关 ,而董事会的运作效果是公司治理的核心 ,推行独立董事制度对于建立高校运作的董事会 ,保护中小投资者的利益及实现公司有效治理意义重大。     

Governance Systems in Family SMEs: The Substitution Effects between Family Councils and Corporate Governance Mechanisms

The main objective of this paper is to explore the role of family councils vis‐à‐vis corporate governance mechanisms. Particularly, the paper explores whether family councils perform only their distinctive family governance role or if they also substitute for the roles performed by corporate governance control mechanisms. Based on a sample of 243 Italian family SMEs, our research findings show that the family council partially substitutes the shareholders' meeting and the board of directors in playing their respective corporate governance roles of ownership and monitoring. These findings are interpreted in the light of both agency and relational perspectives.     

The Effects of CEO Founder Status and Stock Ownership on Entrepreneurial Orientation in Small Firms

This paper studies how governance drives entrepreneurial orientation (EO) in small firms. We argue that founder status and ownership create powerful personal incentives for small firm CEOs to engage in behaviors that influence EO. Integrating stewardship theory and the principal‐principal branch of agency theory, we test our hypotheses on a sample of 339 Swedish firms, and find that CEO founder status is significantly and positively associated with EO, while CEO stock ownership significantly but negatively predicts EO. We additionally test two boundary conditions that show that the founder‐CEO's prior managerial experience in start‐up firms positively moderates the founder‐EO relationship, while contrary to expectations, CEO ownership diversification has no effect on the negative association between ownership and EO. Thus, our study adopts a corporate governance perspective to explain how variations in EO across small firms are driven by the goals and motivations of its leader. Our research also shows that in small, private firms the balance of power is tipped in favor of the CEO rather than the board of directors. Finally, we underline the importance of adopting alternative theoretical lens like stewardship and principal‐principal agency, given that traditional principal‐agent problems are largely mitigated in the small firm context.     

论公司人格否认制度及其对一人公司的适用——从维护一人股东利益的角度分析

公司人格否认制度是对公司有限责任传统观念的现代修正。正如在特定情况下否认公司独立人格是对股东有限责任“特权”的限制一样,该制度本身也需要设立一定的准则加以约束。通过对公司人格否认制度的分析,探讨适用该制度的若干限制以及一人公司如何采取积极的措施规避人格被否认,防止债权人滥用公司人格否认制度,维护一人股东的合法权益,是目前需要解决的问题。     

East meets west—Corporate governance in Asian emerging markets: A literature review and research agenda

This review examines how corporate governance mechanisms in the Asian emerging markets (AEMs) context affect firm-level outcomes. Literature about characteristics of the main corporate governance actors (boards and owners), their effects on firm-level outcomes, and contingency factors in AEMs offers interesting first insights. I synthetize these results and develop a research agenda that proposes how AEM corporate governance research should extend (but not ignore) agency theory, how AEM research about firm effects of corporate governance could take a stakeholder-oriented perspective, and how research could utilize the AEM institutional context to model contingency factors and extend our theoretical understanding of corporate governance.     

Do corporations have moral rights?

My aim in this paper is to explore the notion that corporations have moral rights within the context of a constitutive rules model of corporate moral agency. The first part of the paper will briefly introduce the notion of moral rights, identifying the distinctive feature of moral rights, as contrasted with other moral categories, in Vlastos' terms of overridingness. The second part will briefly summarize the constitutive rules approach to the moral agency of corporations (à la French, Smith, Ozar) and pose the question of the paper. The third part will argue that, since the moral agency of corporations is dependent on the choices of those whose acceptence of the relevant rules constitutes the corporation as a moral agent, the rights of corporations are conventional; that is, they exist because they are so created. Thus, as a first answer, corporations do not have moral rights. But this raises a further question which we must explore. Once a corporation has been constituted, by the acceptance of the relevant rules by the relevant persons, does the corporation then have rights which endure? Can those who have constituted a corporation with certain rights morally change or cancel those rights in medias res without doing some sort of moral violence to the corporation? Do corporations at least have a moral right to persist in the conventional rights with which they were constituted? The balance of the paper will explore this question. I shall speak of the overriding character of a corporation's claim that its conventional rights persist, and also the important way in which such a moral claim is non-conventional, if such a claim can be made at all. But I shall argue in conclusion that corporations do not have such a right. But I shall also argue that those persons whose acts have originally constituted the corporation as a moral agent may well have rights which would be violated if the conventional rights of the corporation were changed or terminated without their participation.     

Corporate Versus Individual Moral Responsibility

There is a clear tendency in contemporary political/legal thought to limit agency to individual agents, thereby denying the existence and relevance of collective moral agency in general, and corporate agency in particular. This tendency is ultimately rooted in two particular forms of individualism – methodological and fictive (abstract) – which have their source in the Enlightenment. Furthermore, the dominant notion of moral agency owes a lot to Kant whose moral/legal philosophy is grounded exclusively on abstract reason and personal autonomy, to the detriment of a due recognition of the socio-historical grounds of moral social conduct.I shall argue that an adequate theory of responsibility is needed, which does not only take into account individual responsibility, but also collective and corporate responsibility, capable of taking into consideration society and its problems. Furthermore, corporations are consciously and carefully structured organisations with different levels of management and have clearly defined aims and objectives, a central feature upon which I shall be focussing in this paper.     

The ethics of corporate governance

The failure of the critics of corporate governance to agree on what should be done to improve the governance process can, in most cases, be traced to a different understanding of the role of corporate directors in that process. This article analyzes and contrasts the obligations of directors under two legal theories, the fictional person theory and the organic theory, of the corporation. A comparison of the director's obligations under each theory indicates that the organic theory provides a better basis for assessing the performance of directors and initiating reform.Among the boards of directors of Fortune 500 companies, I estimate that 95% are not fully doing what they are legally, morally, and ethically supposed to do. And they couldn't, even if they wanted to.E. Eugene Arthur, S.J., is Associate Professor of Management and Economics at Rockhurst College. He is a Visiting Fellow at Trinity Center for Ethics and Corporate Policy.     

基于公司治理角度的中美企业财务控制权配置比较研究

本文从公司治理结构的三个方面对中美企业的财务控制权配置进行了比较研究:股权结构与企业财务控制权配置;融资结构与企业财务控制权配置;董事会结构与企业财务控制权配置。总结出我国企业(主要是国有企业)财务控制方面存在的一些问题,并对改善我国国有企业财务控制提出政策建议。     

经营者人力资本:企业治理中的一个核心资本

经营者人力资本是企业人力资本中高价值的人力资本,通过深入分析经营者人力资本提升企业核心能力,优化企业所有权安排,是影响企业绩效的重要因素,因此,经营者人力资本是企业治理中的一个核心资本。如果把企业中的人力资本划分为四种,那么经营者人力资本是企业中最高层次的,属于异质性的经营型人力资本。     

Board independence, firm performance and ownership concentration: Evidence from Chile

What determines the composition of companies' boards in the context of high ownership concentration? Are independent directors important as an internal governance mechanism in companies with high ownership concentration? Do markets favor companies whose controlling shareholders use voting rights to elect professional directors?Using a four-year, 160-company panel data, and controlling for endogeneity, this paper addresses these three related questions, finding that an increase in the proportion of outside directors affects company value. The paper also finds that companies that present more exacerbated agency conflicts tend to incorporate professional directors to the boards, in an effort to improve corporate governance and ameliorate the agency problem.     

The Benefit Corporation and Corporate Social Responsibility

In the wake of the most recent financial crisis, corporations have been criticized as being self-interested and unmindful of their relationship to society. Indeed, the blame is sometimes placed on the corporate legal form, which can exacerbate the tension between duties to shareholders and interests of stakeholders. In comparison, the Benefit Corporation (BC) is a new legal business entity that is obligated to pursue public benefit in addition to the responsibility to return profits to shareholders. It is legally a for-profit, socially obligated, corporate form of business, with all the traditional corporate characteristics combined with societal responsibilities. Considering the history and perception of shareholder primacy in United States law, it is argued that this new business structure is an ethical step toward empowering socially committed commercial entities. The contribution of this research is to provide a fundamental base of knowledge about the new legal form of business, the BC, upon which further study may rely. First, the legal history of the corporation is briefly reviewed in order to provide context to the relationship of the corporate form to society, including exploration of the premise that shareholder wealth maximization is its best and only purpose. Second, the BC is described in detail, and state statutes are compared. Third, the BC is placed within the context of corporate social responsibility. Finally, opportunities for future research are discussed.     

大股东所有权、控制权与公司治理绩效的灰色关联分析——基于三一重工的案例研究

以中国"股权分置改革第一股"——三一重工为研究对象,采用案例研究的方法,对三一重工的公司治理绩效和控制性大股东的所有权、控制权以及两权分离度进行灰色关联度分析。实证研究结果表明:三一重工的最终控制大股东所持有的的所有权(现金流量权)在一定程度上抑制了其进行"隧道挖掘"的行为,起到了利益汇聚的激励效应,并且随着其所有权比例的上升,公司治理绩效随之提高。同时,三一重工的最终控制大股东虽然通过采用金字塔控股结构分离所有权与控制权,用较少的所有权掌握大部分的控制权,但是两权分离并没有降低上市公司的治理绩效,即两权分离并未产生隧道挖掘的防御效应。但是激励效应和防御效应均不显著。     

Exploring the innovation strategies of young firms: Corporate venture capital and venture capital impact on alliance innovation strategy

We investigate how governance structure and power influence alliance exploration strategy. Adopting a real options perspective and the agency view, we suggest that innovation strategies differ based on the firm's governance authority. We find that the motivations of corporate venture capitalist firms, venture capitalists, and firm founders may have an impact on the formation of exploratory alliances among adolescent firms. Using a sample of 122 adolescent firms, we examine the influence that governance structure has on the firm's alliance portfolio and innovation potential. While the influence of corporate venture capitalist firms alone do affect alliance formation strategy, corporate venture-backed firms with founders having high influence (knowledge or ownership in the firm) are more likely to form innovation-focused alliances. In contrast, venture capitalist-backed firms tend to avoid innovation-focused alliances, preferring more exploitive ones, even when founders have high influence within the firm.     

Unfolding China’s state-owned corporate empires and mitigating agency hazards: Effects of foreign investments and innovativeness

Integrating agency and institutional perspectives, we describe how China’s socio-political institutions create state-owned corporate empires with unique agency conflicts. We develop a framework demonstrating how economically unjustified firm expansion, i.e. empire building, mediates the relationship between state ownership and performance. We uncover the instrument in empire building and appropriate corporate governance and strategic management remedies. An empirical study on 29,638 Chinese firms evidences that (1) increased state ownership drives higher management expenses and lower firm profitability though empire building; (2) long-term debt is used to finance empire building; and (3) foreign capital investments and innovativeness can mitigate these agency conflicts.