Organizational coping with institutional upheaval in transition economies

The radical change in corporate governance systems is fundamental to the period of institutional upheaval characterizing transition economies. Using an institutional theory framework, this paper develops a model of responses to this change. The model is tested with data from 1,723 firms in 22 countries in Central and Eastern Europe and the Newly Independent States. The results suggest that a firm’s adaptation to the new governance order will be facilitated or hampered depending on the characteristics of the institutional and organizational contexts it faces. A major implication of the study is the need to consider cultural and contextual embeddedness in explaining how governance systems transform.     

Understanding the Determinants of RiskMetrics/ISS Ratings of the Quality of UK Companies' Corporate Governance Practice

We examine the determinants of RiskMetrics/ISS Ratings of the quality of UK companies' corporate governance practice and investigate whether corporate governance mechanisms and firm specific characteristics affect these ratings. We also investigate the association between firms' financial distress and these ratings. Using data for nonfinancial Financial Times Stock Exchange (FTSE) 250 firms over the 2003 to 2009 period, we find that board independence, managerial ownership, institutional ownership, firm size, and profitability are associated with firms' corporate governance ratings. In addition, we find that more independent directors on the board, more institutional ownership, and larger size lead to a high level of board‐related ratings. Finally, we find no association between corporate governance ratings and financial distress. Copyright © 2012 ASAC. Published by John Wiley & Sons, Ltd.     

Corporate Governance Reform and CEO Compensation: Intended and Unintended Consequences

Recent scandals allegedly linked to CEO compensation have brought executive compensation and perquisites to the forefront of debate about constraining executive compensation and reforming the associated corporate governance structure. We briefly describe the structure of executive compensation, and the agency theory framework that has commonly been used to conceptualize executives acting on behalf of shareholders. We detail some criticisms of executive compensation and associated ethical issues, and then discuss what previous research suggests are likely intended and unintended consequences of some widely proposed executive compensation reforms. We explicitly discuss the following recommendations for reform: require greater independence of compensation committees, require executives to hold equity in the corporation, require greater disclosure of executive compensation, increase institutional investor involvement in corporate governance (including executive compensation), and require firms to expense stock options on their income statements. We provide a brief summary discussion of ethical issues related to executive compensation, and describe possible future research.     

The Effectiveness of Bank Governance Reforms in the Wake of the Financial Crisis: A Stakeholder Approach

This study examines the impact of bank corporate governance reforms in the wake of the financial crisis. These reforms correspond to criticism of shareholder-focused agency-based corporate governance practices and a renewed focus on the stakeholder impact of corporate governance lapses in the financial sector. This study differs from previous studies of corporate governance in the financial sector in using performance indicators that proxy the interests of customers and the community. Drawing on data from 134 countries over an eight-year period from 2004 to 2011, we find that the post-crisis corporate governance reforms in the banking sector appear to be effective in promoting greater bank attention to non-shareholder stakeholders’ interests. This study provides a means to conceptualize measures of bank performance from a stakeholder perspective in order to test emerging ideas about governance effectiveness in the financial sector.     

How Does Legitimacy Operate in Emerging Capital Markets? Investigating the Moderating Effects of Premium Listings and Firm Size on Risk

Drawing on an institutional theoretical perspective, we investigate the impact of the origins of organizational legitimacy on systematic risk using a sample of 358 Brazilian companies between the years 2002 and 2007. We regard three origins of legitimacy—formal–regulatory (presence in premium listings), cultural–cognitive (board of directors), and normative legitimacy (reputation)—to empirically investigate how a company's size and adherence to premium lists moderate other sources of legitimacy. Our results indicate that only under apparently better quality corporate governance conditions—presence in premium listings—do corporate reputation and the board of directors reduce systematic risk. In addition, we show that the effect of reputation on risk is positively moderated by firm size. Copyright © 2018 ASAC. Published by John Wiley & Sons, Ltd.     

Calling Baumol: What telephones can tell us about the allocation of entrepreneurial talent in the face of radical institutional changes

In his seminal contribution, Baumol (1990) proposes that the direction of entrepreneurial effort towards its productive (e.g., start-up activity) or unproductive (e.g., rent-seeking) use in a society depends on institutions or the “rules of the game”. We focus on an important micro-foundation of Baumol's theory namely that certain individuals change the direction of entrepreneurial efforts with institutional change. Our research contrasts with previous work on the role of institutions, which mostly focuses on the aggregate macro-level, while not observing individual behavior. We analyze who decides to start a venture in East Germany after the fall of the Berlin Wall and find that many individuals who demonstrated commitment to the anti-entrepreneurial communist regime in the GDR were active in launching new ventures soon after German re-unification. We argue that commitment to communism among post-communist entrepreneurs reflects rent-seeking. Once institutions change radically, entrepreneurial efforts are directed towards start-up activity. We rely on the German Socio-Economic Panel Study (SOEP) that includes information on whether East German respondents had a telephone before German re-unification, which was one of the most sought-after rewards for commitment to the regime. We find that telephone owners had a higher propensity of becoming successful firm founders. Telephone owners were also more likely to have an entrepreneurship-prone personality profile and value orientation. Our results confirm Baumol's theory and suggest that alertness to entrepreneurial arbitrage opportunities is guiding the redirection of entrepreneurial effort in the face of drastic institutional change.Executive summaryThere is a large body of literature on the effect of institutions on entrepreneurship. A good share of this literature is rooted in the seminal contribution by Baumol (1990) who argues that the shape of institutions determines whether people direct entrepreneurial effort to productive, unproductive or destructive entrepreneurial activities. Despite the fact that Baumol‘s main argument is at the individual micro-level, most of the literature focuses only on the macro-level implications of his theory. In contrast to most previous studies, we are not focusing on the aggregate level of entrepreneurship but explore the micro-foundations of Baumol's theory and analyze how (drastic) institutional change affects the entrepreneurial choice at the individual level.In our discussion of Baumol's work, we also introduce Kirzner's concept of individual alertness to arbitrage opportunities which he originally formulated for market economies. We extend Kirzner's insights on the role of alertness to other institutional contexts (e.g., socialism) and forms of arbitrage (e.g., engagement in socialist organizations) other than start-up activity, and highlight the role of institutional change in shaping processes of opportunity formation.It is important to understand how individuals allocate their entrepreneurial effort in times of major historical shocks and institutional changes for several reasons. First, since entrepreneurship is an important driver of economic growth and development, it is crucial to understand how institutional change affects entrepreneurial behavior at the individual level for designing policy measures targeted at increasing the entrepreneurial propensity of people. Second, the share of people with an entrepreneurial talent in a society is an enormous resource to cope with socio-economic change. Third, it is also important to understand the micro-foundations of Baumol's work as vast empirical evidence on the impact of institutions on entrepreneurial activities that is available at the macro-level relies on the validity of the micro-foundations.We find that people who demonstrated commitment to one of the most anti-entrepreneurial institutional regimes in history—communism—were more likely to start a firm after transition to a market economy. Our analysis is based on the case of East Germany that saw a sudden shift from an anti-entrepreneurial communist regime that did not reward start-up activities towards an entrepreneurship-facilitating market economy after the fall of the Berlin Wall. Those people who were actively committed to the regime as evidenced by material rewards obtained in the GDR were more likely to become (successful) self-employed after the fall of the Berlin Wall. We also observe that people with an entrepreneurship-prone personality profile and those who put a strong emphasis on entrepreneurial values were more likely to have obtained material rewards in communism that indicate a strong commitment to the system.We argue that applying and extending Baumol's and also Kirzner's ideas helps understanding this puzzling phenomenon. In essence, regime commitment can be seen as a form of rent-seeking activity, which is a classic example of unproductive entrepreneurial activity discussed by Baumol. Rent-seeking in the context of communism could be expressed, for example, in enthusiastic engagement in public organizations (e.g., party councils, youth organizations, state-owned enterprises) in exchange for specific material rewards. Their pronounced alertness to new arbitrage opportunities may have enabled these same individuals to switch to start-up activity once this option became available to them and if it was more profitable than rent-seeking.We contribute to the literature by supporting the idea that the institutional framework conditions determine the type of entrepreneurial activity to which entrepreneurially talented people devote their efforts. So far, this claim found support mainly in aggregated macro-level data. Another important insight from our analysis is that entrepreneurs are flexible and agile economic agents who are alert to arbitrage opportunities and able to promptly adapt themselves to even radical changes, such as the shock transition from a socialist command economy to a market economy. Alertness to opportunities in a market economy context could hardly be learned in an anti-entrepreneurial context. Hence, an immediate re-allocation of entrepreneurial efforts indicates that alertness to arbitrage opportunities emerging in a market economy does not necessarily require experience in a market economy context.Our assessment also suggests that institutional change is shaping subjective processes of opportunity formation. Hence, the debate on whether opportunities are ‘out there’ or they have to be created should take into consideration how institutions and institutional change set the boundaries for opportunities. In particular, identifying and pursuing new opportunities brought about by institutional change could represent a specific form of “entrepreneurship talent.”     

The role of corporate governance in FDI decisions: Evidence from Taiwan

There has been a considerable literature on the determinants of why firms undertake foreign direct investment (FDI), but very little on whether firms with different governance characteristics are more or less likely to venture overseas. For example, are family-controlled firms more predisposed to FDI than firms, with similar attributes, but different forms of ownership? Does the presence of institutional shareholders suggest a greater propensity to invest abroad? Does the composition of the Board of Directors have an impact? Most extant studies of corporate governance focus on the impact of governance factors on firm performance. However, these performance outcomes are a function of the strategic decisions made by the firms, which suggests it might be useful to consider the relationship between corporate governance factors and particular strategic decisions. One example is the decision to undertake foreign direct investment. The two main strands of IB literature on the determinants of FDI have little or nothing to say about how corporate governance factors might affect the FDI decision. Both internalisation theory and the resource-based view see FDI primarily as a means by which firms can appropriate rents in overseas markets from the exploitation of their idiosyncratic resources and capabilities. This paper extends this literature by investigating the effects of governance factors on the decision to undertake FDI. In particular, we want to assess the impact upon the FDI decision of (a) the extent of family control, (b) the presence of domestic and foreign institutional shareholders, and (c) the composition of the Board of Directors. We investigate these effects using a sample of 228 publicly listed firms in Taiwan, and our results clearly indicate that family control and share ownership by domestic financial institutions in Taiwanese firms are associated with the decision to undertake FDI. We also find that corporate governance impacts in different ways with regard to Taiwanese FDI in China in comparison to Taiwanese FDI in the rest of the world.     

Cross‐Border Mergers and Differences in Corporate Governance

We examine whether corporate governance differences affect firm valuation in cross‐border mergers. We find that takeover premiums are decreasing in the quality of the foreign acquirer's home country governance for deals completed with stock, suggesting that the acquirers compensate target shareholders for the resulting exposure to inferior corporate governance regimes. Correspondingly, we find that the acquiring firm stockholders' abnormal returns at the merger announcement are increasing in the quality of corporate governance for stock offers. Finally, we find that foreign acquirers from countries with better corporate governance are more likely to make stock offers.     

内部审计在公司治理中的效用评价及其发展趋势

企业内部审计的独立性问题一直是困扰我国公司治理有效性的难题.通过内部控制在公司治理风险和控制中的作用研究,与公司治理的有关理论相结合,寻求两者的共赢区间,以扩大公司治理的有效空间,提高内部审计的效用.     

Neo-institutional theory and institutional change: Towards empirical tests on the “Americanization” of German executive pay

Institutional theory has usually been associated with path dependence and inertia. In international corporate governance, it has been used as an explanation for the supposed continued divergence of national systems. Recent developments in institutional theory, however, identify the circumstances in which change is likely to occur. Neo-institutional theory is therefore employed to derive seven propositions concerning governance change in general. Subsequent empirical tests will take years to complete, but the propositions are developed here in the context of German corporate governance, and of executive stock options as a specific governance element. Some German illustrations of how such hypotheses may be tested are provided.     

Board Gender Diversity and Corporate Response to Sustainability Initiatives: Evidence from the Carbon Disclosure Project

This paper investigates the effect of female representation on the board of directors on corporate response to stakeholders’ demands for increased public reporting about climate change-related risks. We rely on the Carbon Disclosure Project as a sustainability initiative supported by institutional investors. Greenhouse gas emissions measurement and its disclosure to investors can be thought of as a first step toward addressing climate change issues and reducing the firm’s carbon footprint. Based on a sample of publicly listed Canadian firms over the period 2008–2014, we find that the likelihood of voluntary climate change disclosure increases with women percentage on boards. We also find evidence that supports critical mass theory with regard to board gender diversity. These findings reinforce initiatives being undertaken around the world to promote gender diversity in corporate governance while demonstrating board effectiveness in stakeholder management.     

Multiple directorships,family ownership and the board nomination committee: International evidence from the GCC

In this paper, we investigate the association between outside board directorships and family ownership concentration. Using a sample of 1091 firm-year observations of non-financial publicly listed firms from Gulf Cooperation Countries (GCC) during the 2005 to 2013 period, we find a positive association between family ownership and the number of outside directorships held by board members. This finding is consistent with the notion that family ownership reduces a board's monitoring capabilities. We also test whether the recent corporate governance reforms in GCC, which were designed to protect investors and minority shareholders, affect firms' incentives to establish a board nomination committee (NC). We find the existence of a board NC and the quality and characteristics of NC membership act to suppress the positive association between outside directorships and family ownership. Our results are robust to the use of alternative measures of outside directorships and family ownership and models that test for endogeneity. Overall, our results suggest that the institutional specificities of emerging economies such as those in the GCC can sustain high levels of multiple directorships, which could impair the quality of corporate governance.     

Intellectual capital reporting practices in an Islamic bank: A case study

Given the nature and importance of Islamic banks in recent times, we can expect them to have significant intellectual capital anchored in their Sharia‐based knowledge and expertise. However, we know very little or nothing about how and why intellectual capital‐related information is provided in their corporate reports. We fill this gap in our existing knowledge of the field with a view to enhance relevant literature. As far as we know, this article is one of the earliest exploratory attempts to examine intellectual capital reporting practices of an Islamic bank. We have undertaken a longitudinal (2001–2015) case study related to the intellectual capital reporting practices of an Islamic bank. Key results include significant rise of intellectual capital reporting over time, dominance of internal capital‐related items in intellectual capital reporting profile and the dynamics of changes in intellectual capital reporting practices over time. Through an institutional theory lens, we explain that this is due to the changes in the external institutional environment and various intra‐organisational factors such as strong ethical culture, unique knowledge base (Sharia), and corporate governance regime.     

Internationalisation choices of Polish firms during the post-socialism transition period: The role of institutional conditions at firm’s foundation

The purpose of this paper is to investigate how the home country radical change of institutional conditions influences the firm-level internationalisation process understood as exporting. In particular, we aim to broaden our understanding of how changing institutional conditions affect the internationalisation process of Polish firms founded in different institutional conditions; i.e. under the communist regime (before 1990), in the transition period (1990–2003), and in the post-transition period (2004 and later). We compare and contrast in each period three crucial aspects describing the internationalisation process: time to internationalisation, direction and degree of internationalisation. We find support for the assertion that the institutional conditions at a firm’s birth influence the internationalisation paths of emerging market firms in terms of speed, direction and degree of internationalisation. Firms founded either in the transition (1990–2003), or in the post-transition phase (2004 and later) are more likely to: (1) make the decision about internationalisation earlier in their life cycle, (2) enter developed markets, and (3) achieve a higher degree of internationalisation than firms founded under the communist regime (before 1990).     

The Challenges of Detection and Enforcement of Insider Trading

Taking advantage of the China’s recent anti-corruption campaign, we attempt to examine the effect of public governance on a firm’s incentive to commit fraud. Using enforcement actions data from the Chinese Securities Regulatory Commission (CSRC) from 2004 to 2014, we find that, due to enhanced public governance, firms are less likely to commit fraud in the post-campaign period than in the pre-campaign period. We further show that the effect of public governance is more evident in privately held listed firms, in firms with weak legal environment, and in firms in areas with poor local economies. In addition, we find that older CEOs respond less actively to the public governance caused by anti-corruption regulations. This paper offers clear policy implications for business ethics by indicating that public governance provides external monitoring of corporate decisions.     

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.     

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.     

Institutional investors in Bulgarian corporate governance reform: obstacles or facilitators?

Institutional investors can play a special role in corporate governance reform given their dual status as both objects and subjects of corporate governance. In transition economies these investors can turn into an obstacle to good governance practices because of inconsistency of their strategy with the reform goals, internal mechanisms of corporate control precluding equitable treatment of shareholders, and serious problems with transparency and disclosure. The expected positive role of institutional investors as subjects of corporate governance may be problematic if they adopt a strategy of accommodation with the anti-reform status quo.     

Variation in Corporate Governance and Firm Valuation – an International Study

In this paper, we investigate the types of firms that are likely to deviate from common practice in corporate governance of their home countries and examine how the deviation is correlated with firm value. Our results show that firms with higher institutional holdings, lower insider holdings, and higher sales growth are more likely to deviate from common practice in civil law countries, whereas, in common law countries, especially in the USA, firms with lower institutional holdings, higher insider holdings, and lower sales growth are likely to deviate from common practice. We document a strong positive correlation between governance deviation and firm value in civil law countries. This relationship is robust to different testing and sample selection methods. The results, however, are mixed for US firms and not significant in other common law countries. Using the deviation from common practice as a proxy of firm‐level impact on corporate governance, our results provide evidence that firm‐level effect matters in governance quality and the effect varies across countries.     

Stock Price Informativeness and Corporate Governance: An International Study

This study investigates the cross‐country relationship between firm‐level corporate governance and stock price informativeness. Using firm‐level data from 22 developed countries, we find that stock price informativeness, as measured by firm‐specific stock return variation and future earnings response coefficients, increases with the quality of a firm's corporate governance. Further analyses show that all mechanisms except board‐related governance relate positively to stock price informativeness. Finally, firm‐level corporate governance plays a more significant role in strengthening the stock return–earnings associations for firms in countries with strong institutional environments. This evidence highlights the role of country‐level legal investor protections in shaping the relationship between firm‐level corporate governance and stock price informativeness.