Compensating Outside Directors with Stock: The Impact on Non-Primary Stakeholders

Two obvious trends in corporate governance include broadening board accountability beyond shareholders’ interests and paying outside directors with equity compensation (stock and stock options). By integrating common agency and instrumental stakeholder theories, we examine the effect of stock compensation on secondary stakeholders and a firm’s participation in social issues, two areas where interests are less aligned with shareholder value. Consistent with our predictions, we found that while stock compensation may be an effective way to align directors’ goals to those of shareholders, it has adverse effects on important non-shareholder constituencies in the company’s operating environment.     

Embedding Corporate Social Responsibility in Corporate Governance: A Stakeholder Systems Approach

Current research on corporate social responsibility (CSR) illustrates the growing sense of discord surrounding the ‘business of doing good’ (Dobers and Springett, Corp Soc Responsib Environ Manage 17(2):63–69, 2010). Central to these concerns is that CSR risks becoming an over-simplified and peripheral part of corporate strategy. Rather than transforming the dominant corporate discourse, it is argued that CSR and related concepts are limited to “emancipatory rhetoric…defined by narrow business interests and serve to curtail interests of external stakeholders.” (Banerjee, Crit Sociol 34(1):52, 2008). The paper addresses gaps in the literature and challenges current thinking on corporate governance and CSR by offering a new conceptual framework that responds to the concerns of researchers and practitioners. The limited focus of existing analyses is extended by a holistic approach to corporate governance and social responsibility that integrates company, shareholder and wider stakeholder concerns. A defensive stance is avoided by delineating key stages of the governance process and aligning profit centred and social responsibility concerns to produce a business-based rationale for minimising risk and mainstreaming CSR.     

Sustainable Corporate Finance

This paper presents and illustrates the concept of sustainable corporate finance. Sustainability is a well-established concept in the disciplines of environmental economics and business ethics. The paper uses a broader definition of what is called “the firm” to pinpoint sustainability to the finance literature. The concept of sustainable finance is compared to traditional and behavioral finance. Four criteria are used to systematically analyze the basic differences. First on the order is the theory of the firm: the definition of the firm is reconsidered by integrating behavioral aspects and by expanding financial analysis to a three-dimensional goal setting. Secondly, a closer look is taken at the assumed behavior of economic agents and its consequences for the applied methodology. The shareholders paradigm is discussed against the background of growing stakeholder importance. Finally, the fourth criterion deals with the different ethical framework and its implication for financial behavior.     

公司财务治理模式机制创新若干问题初探

传统的财务治理模式忽略了债权人和股东的冲突以及经营管理者和股东的冲突,从而导致传统财务治理模式不能涵盖"债权人——股东——经营管理者"这一委托代理关系的全部,更不能达到有效治理的目的。为了保证企业治理程序的完善,应进一步加强和优化企业财务治理,建立相应的财务信号系统和财务评价体系,制定合理的相机治理程序,建立一个由有债权人参与的共同治理和有经营管理者参与的相机治理相结合的机制。     

The Impact of Corporate Social Responsibility Disclosure on Financial Performance: Evidence from the GCC Islamic Banking Sector

We examine corporate governance diversity within a Coasian framework of stakeholder rights, where the central role of governance is to ensure that necessary firm-specific investments are made. This Coasian perspective on stakeholder theory offers a unifying framework towards a global theory of comparative corporate governance, bridging the gap between economic theories of the firm and stakeholder theory, also offering an economics-based alternative to agency theory that explicitly accounts for stakeholder rights. The Coasian perspective encompasses a diversity of corporate governance systems, but does not imply a unique global corporate governance benchmark. We posit that governance is firm dependent and endogenous conditional on the constraints imposed by a national governance system; consequently, there should be no systematic relationship between governance and firm performance once the national constraints are controlled for. However, the same national corporate governance system constraints confer comparative advantages to firms whose efficient levels of firm-specific investments are favored.     

我国企业集团内部的关联交易及其规范

我国企业集团内部关联交易,既有国外企业集团内部关联交易的一般动机,也有我国企业自己的特殊动机,这种特殊动机直接导致了关联交易的不公平性。我国上市子公司与集团公司的不公平关联交易划分为“输入利益型”和“抽取利益型”两种类型;不公平关联交易对上市子公司自身、中小股东、债权人利益造成损害。必须规范企业集团内部的关联交易,从完善《公司法》、子公司法人治理结构、关联交易的信息披露制度三个方面提出了相应的对策。     

The Stakeholder Model: The Influence of the Ownership and Governance Structures

This paper addresses the possibilities to introduce the stakeholder model in the firm, especially the possibility to give property or decision rights to stakeholders. This paper argues that it is not practical to give full property rights to more than one group of stakeholders. Decision rights to employees and creditors are already in place in some countries, but the possibility to introduce them more generally to other stakeholder groups depends very much on the governance and ownership structure of the firm and the legal environment. The future of the stakeholder model in a globalised economy is also analysed.Eva Jansson is currently associate professor of managerial economics at the Universitat Autònoma of Barcelona. She holds a BA in statistics from the University of Stockholm and graduated in economics from Universitat of Barcelona. She holds a Ph.D. from Universitat Autònoma of Barcelona. Her research interests have been in fiscal policy, regulations of service sectors and recently topics in corporate governance. Special interest has been given to international comparison of ownership structures, changes in ownership structure of Spanish firms and to the evolution of ownership structures of privatized Spanish firms. Recent works include topics on the stakeholder model.     

Marketing’s role in multi-stakeholder engagement

In 2019 the CEOs of more than 180 of the largest U.S. firms signed a statement of corporate purpose indicating that corporations are responsible for providing economic benefits to all stakeholders, not just shareholders. Although stakeholder theory states that there are several stakeholders (internal and external) whose continuing participation affects a firm’s sustainability and long-term profitability, the marketing literature has focused primarily on customer engagement. This research argues for a broadened focus by marketing scholars and introduces a stakeholder engagement framework based on a triangulation approach including a systematic review of marketing research from a stakeholder perspective, the results of a survey of 254 editorial review board members from top marketing journals, and business case examples. The framework identifies three dimensions of firms’ stakeholder engagement strategies (stakeholder recognition, support, and dialogue) linked to stakeholder responses (stakeholder contribution to the firm or retaliation) that ultimately influence firm performance (financial, reputation, and risk). Two core propositions of multi-stakeholder engagement provide a foundation for a detailed future research agenda for marketing.     

Managerial Compensation and Firm Value in the Presence of Socially Responsible Investors

Shareholders with standard monetary preferences will give a manager incentives to increase firm profits, which can be achieved with equity grants. When shareholders are socially responsible, in the sense that they also value corporate social performance, it is not clear which incentives the manager should receive. Yet, in a standard principal–agent model, we show that the optimal contract is surprisingly simple: it consists in giving equity holdings to the manager. This is notably because the stock price will incorporate expected profits as well as the social performance of the firm, to the extent that it is valued by shareholders. Consequently, equity holdings give the manager incentives to jointly maximize the profits and the social performance of the firm according to shareholders’ preferences. To facilitate alignment of interests, more socially responsible firms will optimally hire more socially responsible managers. We conclude that neither the shareholder primacy model nor equity-based managerial compensation is necessarily inconsistent with the attainment of social objectives.     

Behavioral Economics,Federalism, and the Triumph of Stakeholder Theory

Stakeholder theorists distinguish between normative stakeholders, those who gain moral standing by making contributions to the firm, and derivative stakeholders, those who can constrain the corporate association even though they make no contribution. The board of directors has the legal authority to distinguish among these stakeholder groups and to distribute rights and obligations among these stakeholder groups. To be sure, this stakeholder formulation appropriately seizes on the firm’s voluntary, associative character. Yet, the firm’s constituents contribute assets and incur risks to participate in market, economic activities. And, as such, the firm’s “stakeholders” must share an imperfect language to assist in making two key economic decisions: (1) who are the legitimate and who are the derivative stakeholders; and (2) who should sit on the board? Still, stakeholder theorists have good reason to be skeptical of neoclassical economics. Its assumptions that all act opportunistically and that all can calculate rationally and fully hardly correspond to studies on the managerial experience of corporate coordination. However, advances in behavioral law and economics now provide a cogent economic logic that readily fits into a stakeholder mode. In brief, we argue that (1) the firm’s economic purpose designates legitimacy to core stakeholders, to those who add value, assume unique risk, and can incur harm; (2) the board serves as the principal who coordinates these core stakeholders to sustain competitive advantage and new wealth creation; and (3) state incorporation law, Delaware in particular, reinforces the board’s function. These, in turn, supply selection criteria for board membership. We aim to synchronize concepts from behavioral law and economics with stakeholder theory.     

股东派生诉讼的法经济学分析

公司治理研究越来越受到学术界与企业界的关注,控股股东与中小股东的利益争论也受到广泛关注。我国公司法2005年的修订,更多关注中小股东利益,派生诉讼的明确即为一例,但用法律经济学的视角而论,派生诉讼是否能确实保护中小股东利益且公平有效,因此,以此为出发点,研究中小股东派生诉讼的经济效用。     

Survey of Teaching,Training, and Research in the field of Economic and Business Ethics in Latin America

Theories of business ethics or corporate responsibility tend to focus on justifying obligations that go above and beyond what is required by law. This article examines the curious fact that most business ethics scholars use concepts, principles, and normative methods for identifying and justifying these beyond-compliance obligations that are very different from the ones that are used to set the levels of regulations themselves. Its modest proposal—a plea for a research agenda, really—is that we could reduce this normative asymmetry by borrowing from the normative framework of “regulation” to identify and justify an important range of beyond-compliance obligations. In short, we might think of “self-regulation” as a language and a normative framework with some distinct advantages over other frameworks like stakeholder theory, corporate social responsibility, corporate citizenship, and the like. These other frameworks have been under attack in the business ethics literature of late, primarily for their vagueness and their disappointing inability to distinguish clearly between genuine beyond-compliance moral obligations, on the one hand, and charitable acts that are laudable but not morally obligatory, on the other.     

公司治理结构中的股东权益保护问题研究

近年来,由于公司法人治理结构的虚化,没有形成有效的股东保护机制,导致了损害中小股东利益的事件层出不穷.本文就我国公司治理结构中的股东权益保护问题进行初步探讨.     

Corporate Governance, Internal Decision Making, and the Invisible Hand

Proponents of the dominant contemporary model of corporate governance maintain that the shareholder is the primary constituent of the firm. The responsibility for managerial decision makers in this governance system is to maximize shareholder wealth. Neoclassical economists ethically justify this objective with their interpretation of Adam Smith's notion of the Invisible Hand. Using a famous quotation from The Wealth of Nations, they interpret the Invisible Hand as Smith's (An Inquiry into the Nature and Causes of the Wealth of Nations, Methuen &; Co., London) assertion that market participants, in pursuing their own self-interests without regard to the interests of others, will collectively provide the optimal economic benefit to society. We argue that the traditional interpretation of Smith is too narrow and potentially harmful to society. In order to fully understand Smith's notion of the influence of the Invisible Hand on human behavior, one must also consider The Theory of Moral Sentiments. In that work, Smith (The Theory of Moral Sentiments, A. Millar, London) portrays the pursuit of self-interest as only one of several potential motivations for human action. He also acknowledged the existence of a “sympathy principle,” which refers to the ability and propensity of human beings to consider the interests of others. Heilbroner (The Essential Adam Smith, W.W. Norton, New York, p. 59) suggests that Smith's sympathy principle allows one to “determine the appropriate degree of self-interest, the proper display of benevolence, the desirable strictness of justice.” In fact, Smith indicates that (1) a society whose members pursue self-interest without a sense of justice will eventually collapse; (2) a society whose members pursue self-interest checked by their sense of justice alone will survive; (3) a society whose members pursue self-interest, justice, and the interests of others will flourish. Since a more complete reading of Smith indicates that human beings, in considering their own interests, also reflexively consider the interests of others when making decisions, then the traditional corporate governance model appears to be lacking. A broader, multiple stakeholder approach to corporate governance that considers the interests of other constituencies may be more consistent with Smith's views. In particular, Smith's sympathy principle provides a theoretical foundation for a shift away from the narrow, yet dominant, shareholder-based corporate governance model and toward multiple stakeholder models of corporate governance [e.g., Business and Society: A Strategic Approach to Corporate Citizenship, Houghton Mifflin, Boston, MA] and internal decision-making [e.g., Sloan Management Review 38, (1997) 25–37].     

Corporate Ethical Identity as a Determinant of Firm Performance: A Test of the Mediating Role of Stakeholder Satisfaction

In this article, we empirically assess the impact of corporate ethical identity (CEI) on a firm’s financial performance. Drawing on formulations of normative and instrumental stakeholder theory, we argue that firms with a strong ethical identity achieve a greater degree of stakeholder satisfaction (SS), which, in turn, positively influences a firm’s financial performance. We analyze two dimensions of the CEI of firms: corporate revealed ethics and corporate applied ethics. Our results indicate that revealed ethics has informational worth and enhances shareholder value, whereas applied ethics has a positive impact through the improvement of SS. However, revealed ethics by itself (i.e. decoupled from ethical initiatives) is not sufficient to boost economic performance. Pascual Berrone is a PhD candidate of the Business Administration and Quantitative Methods Ph.D. program at the Universidad Carlos III de Madrid. His current research interests focus on business ethics, stakeholder theory, and various aspects of the interface between corporate governance mechanisms and corporate social responsibility. His interests also include ethical, environmental and social issues and their impact on firms' overall performance. Dr. Jordi Surroca is an Assistant Professor of Management at the Department of Business Administration at the Universidad Carlos III de Madrid. He holds a PhD in Business Administration and a Licentiate Degree in Business and Economics from Universitat Autònoma de Barcelona. His research interests center on stakeholder management, firm strategy, innovation, and corporate governance. Dr. Josep A. Tribó is Associate Professor of Finance in the Department of Business Administration at the Universidad Carlos III de Madrid. He has a PhD in Economic Analysis from the Universitat Autònoma de Barcelona and a Licenciate Degree in Theoretical Physics by Universitat de Barcelona. His research interests are Corporate Finance and the financing of R&D. His work has been published in journals such as Applied Economics, International Journal of Production Economics.     

基于社会资本视角的公司治理研究

文章指出,传统的公司治理基于物质资本视角,提出了两权分离和委托—代理问题,形成了股东至上的公司治理观,其实质是支持资本雇佣劳动原则,采用股东单边治理模式,忽略了人力资本所有者与社会资本所有者等利益相关者的角色和诉求,忽略了公司核心能力的构建,不能适应知识经济与和谐社会建设的要求。本文认为,企业作为由物质资本、人力资本和社会资本所构成的一种特定契约,企业收益是三方合作的产物,三者共同拥有企业产权。因此,公司治理应由股东单边治理调整为利益相关者协同治理,公司治理目标也应从股东至上调整为公司核心能力最大化。而物质资本、人力资本和社会资本参与公司治理的方式和程度则是它们之间博弈的结果。     

Corporate Governance,Ethics, and the Backdating of Stock Options

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders’ interests? To examine these issues, we first discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e.g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become “part of the problem,” and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values.     

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.     

Corporate Governance and the Cost of Capital: An International Study

This study shows that firms with good corporate governance are consistently associated with both lower cost of equity and cost of debt capital in an international setting. The association between corporate governance and the cost of equity is more pronounced in countries with strong legal systems, extensive disclosure practices, and good government quality. However, the relation between corporate governance and the cost of debt is stronger in countries characterized by weak legal protection, low transparency, and poor government quality. The differential relations can be attributed to asymmetric payoffs received by creditors and shareholders.     

Effects of Foreign Institutional Ownership on Foreign Bank Lending: Some Evidence for Emerging Markets

Despite the large literature on developed countries, little is known about the interactions between corporate governance, foreign ownership, and foreign bank lending in developing countries. Using data from five Latin American countries from 2001 to 2008, we provide one of the first pieces of evidence of how foreign ownership affects the loan cost of borrowers in emerging markets. We find that in terms of foreign bank lending, the cost of debt financing is significantly higher for firms whose largest shareholder is a foreign institutional one. The results support the hypothesis that because of potential agency conflicts between shareholders and creditors, having block institutional shareholders tend to increase the borrowers’ debt burden. There is further evidence supporting this agency conflict hypothesis as we find that the effects of large institutional shareholders on borrowing costs become larger (smaller) when the conflicts are aggravated (mitigated).