制度环境约束下的国有企业及其治理模式选择

公司治理作为一种制度安排存在于特定的制度环境中,其治理模式的选择一般要受到制度环境的制约,有效的治理模式应该与制度环境相兼容.文章探讨了制度环境与治理模式之间的相关性,分析了制度环境约束下的国有企业的资本结构和多元目标对其治理效率的影响,并在此基础上提出了一个可供学术界进一步研究的国有企业治理的权变模式.     

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.     

制度环境与民营企业治理结构变迁——基于国美电器的案例分析

本文以班纳德孙-范氏模型为基础,通过对国美电器从"家族经营-家族所有权"到"家族经营-所有权分散",再到"职业经营-所有权分散"的治理结构变迁过程的分析,揭示了微观层面的最佳治理结构选择是由宏观层面的制度环境因素决定的,即公司治理结构会随着制度环境的变化而变化。     

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.     

Corporate Social Responsibility and Corporate Governance: Role of Context in International Settings

This research aims to explore the relationship between corporate governance and CSR: What are the major factors that play a direct role in the establishment of this relationship? How does context and institutional background impact upon the relationship between CSR and Governance? Using in-depth semi-structured interviews from two types of governance systems in three countries over three years, this study has demonstrated that in practice, within different settings, CSR is being used both as a strategy as well as a reaction to different drivers. We call this adaptive governance where governance can be defined as a flexible system of action incorporating strategic and monitoring activities that determines the way a company enacts its responsibilities to its shareholders and stakeholders and which is determined at any given time by the interrelationship of institutional drivers and behavioural norms. Governance systems and their interrelationships with CSR are demonstrated as fluid according to the national and institutional context, economic situation and industry impact. In the eyes of practitioners corporate governance includes both structural and behavioural factors as well as responsibilities and actions towards shareholders and stakeholders. Contextual factors that this research highlights to be important to the incorporation of CSR into governance include the economic environment, national governance system, regulation and soft law, shareholders, national culture, behavioural norms and industry impacts. Hypotheses on the impact of institutional contexts, industry impacts and economic situations on different types of CSR actions are proposed for further research.     

EU Enlargement,Institutional Governance and Innovation Environment in the Baltic Countries

Abstract

This paper presents institutional framework to implement innovative and co-operative procedures of industrial reorganization and economic growth in the Baltic countries. By using the recent features of organization mode theories and institutional economics, we apply how institutional development helps the Baltic firms to survive in the integration of EU25 markets. We present this framework as a dynamic process in three stages. The first stage identifies the main foundations from the transition period: macroeconomic stabilization, privatization, and financial governance. The second stage considers how to build up the institutional structure of the governance in production. The third stage points out those topics that enhance innovation environment and benchmarks the Baltic countries to EU innovation capacity. These progressive stages in financial, production, and innovation systems of governance can be overlapped or happen in sequential order but the final purpose of these improvements is to enhance the managerial incentives for higher innovative activity in the EU-Baltic industrial integration. It is found that the Baltic innovation input capacity is competitive compared with the EU25 average but a gap in innovation output is still essential.     

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.     

Large Shareholder Activism in Corporate Governance in Developing Countries: Evidence from India

Most of the existing evidence on the effectiveness of large shareholders in corporate governance has been restricted to a handful of developed countries, notably the UK, US, Germany and Japan. This paper provides evidence on the role of large shareholders in monitoring company value with respect to a developing and emerging economy, India, whose corporate governance system is a hybrid of the outsider‐dominated market‐based systems of the UK and the US, and the insider‐dominated bank‐based systems of Germany and Japan. The picture of large‐shareholder monitoring that emerges from our case study of Indian corporates is a mixed one. Like many of the existing studies, while we find blockholdings by directors to increase company value after a certain level of holdings, we find no evidence that institutional investors, typically mutual funds, are active in governance. We find support for the efficiency of the German/Japanese bank‐based model of governance; our results suggest that lending institutions start monitoring the company effectively once they have substantial equity holdings in the company and that this monitoring is reinforced by the extent of debt holdings by these institutions. Our analysis also highlights that foreign equity ownership has a beneficial effect on company value. In general, our analysis supports the view emerging from developed country studies that the identity of large shareholders matters in corporate governance.     

Governance and Performance of Strategic Alliances in Africa: The Role of Institutions

ABSTRACT

This article seeks to contribute to the institutional perspective of the governance of strategic intercompany alliances in Africa, through examination and analysis of a typology of informal African institutions. We support the view that interactions in African institutions determine the pertinent choice of governance mechanisms for intercompany alliances. In African institutional environments, the success of strategic alliances is subject to differentiated interactions among the contract, institutional confidence, interpersonal confidence and inter-organizational confidence. In the area of strategic management, this article provides theoretical and managerial contributions to our understanding of the institutional approach to the governance of strategic business alliances in Africa.     

Value relevance of multinational directorship and cross-listing on MNEs national governance disclosure practices in Sub-Saharan Africa: Evidence from Nigeria

We draw on institutional isomorphism literature to develop a conceptual framework which uncovers how emerging market MNEs manage institutional tensions and complexity in corporate governance (CG) regulations within and across economic environments. Using a sample of 400 firm-year observations (2011–2015) from Nigeria, we show foreign directorship and cross-listing as significant avenues for governance isomorphism. MNEs employ these mechanisms to manage and reconcile foreign and Nigerian CG regulations whilst overcoming institutional weaknesses at home. Specifically, governance isomorphism leads to improvement of home country CG disclosures practices because of associated linkages with international CG systems through cross-listing and employment of multinational directors.     

Multiple directorships in emerging countries: Fiduciary duties at stake?

This study investigates the effect of multiple directorships on firm performance, using a database of non‐financial firms listed on the Pakistan stock exchange. Prior literature provides inconsistent evidence on the relationship between multiple directorships and firm performance in an emerging country context, which may be the result of overlooking both the large differences in institutional environments among emerging countries and the dynamic endogenous relationships between board variables and firm performance. We aim to contribute to this academic debate by focusing on directorship appointments to multiple boards in a weak institutional context. Corporate governance practices, such as boards with outside directors exercising their fiduciary duties, are crucial for effective governance in weak institutional environments. However, serving in multiple directorships is expected to compromise the execution of director duties. Using a dynamic system Generalized Method of Moments model, our findings show, indeed, a negative effect of multiple directorships on firm performance in a weak institutional environment. Building on the premise that corporate governance is conditional in nature, we also tested the moderating influence of firm size on this relationship, but we did not find supporting evidence in a dynamic model setting. Our results have important practical implications for policy makers as well as firms.     

治理环境、会计制度变迁与会计信息价值相关性

基于《股份有限公司会计制度》和《企业会计制度》的变迁,运用国内外关于决策有用性的经验研究模型,从会计信息价值相关性的角度,检验中国地区治理环境对会计制度变迁效果的潜在影响。研究结果表明,投资者保护的"后果假说"和"替代假说"均得到一定程度的支持。从而为地区治理环境影响制度变迁效率提供了新的经验证据,对会计准则的国际趋同效果提供了一定的经验证据。     

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.     

Enlightened Corporate Governance: Specific Investments by Employees as Legitimation for Residual Claims

While much has been written on specificity (e.g., in texts on new institutional economics, agency theory, and team production theory), there are still some insights to be learnt by business ethicists. This article approaches the issue from the perspective of team production, and will propose a new form of corporate governance: enlightened corporate governance, which takes into consideration the specific investments of employees. The article argues that, in addition to shareholders, employees also bear a residual risk which arises due to their specific investments. This residual risk presents a valid and legitimate basis for residual claims. In this way, employees can be seen as residual claimants due to the fact that their income depends upon a hazardous quasi rent. Therefore, this article will call on the fiduciary duty of board members to protect those employees who are exposed to such residual risks and may thus be vulnerable as a result. This leads to a fundamental change of perspective on the “theory of the firm” – a change which will adopt the theories of new institutional economics, agency theory, and team production theory in order to promote business ethics research. Against this background, enlightened corporate governance aims to follow the criterion of specific investments as a legitimate basis for residual claims. Furthermore, it seeks to understand the consequences for board members, and to promote the sharing of control and ownership. The article will close with some discussion of the implications and future prospects for business ethics.     

Corporate governance effectiveness during institutional transition

Is corporate governance effective during the early stages of transition from central planning to market? If so, is the effectiveness due to the newly instituted reforms, or the remnants of the previous institutional regime? This study addresses these questions by drawing on agency theory and neo-institutional theory to examine the effectiveness of corporate governance during transition in the largest of the transition economies, the People's Republic of China. We choose a period of institutional upheaval—1998–2003—and test competing hypotheses with a sample of 416 publicly listed firms. We find strong evidence that poor-performing CEOs are more likely to leave or be dismissed which suggests that China's corporate governance was effective during this time period. However, the results also suggest that the effectiveness was likely due more to the remnants of the previous institutional regime than to the newly implemented Anglo-American style governance structures.     

The Controversy over Montréal: The creation of the Outgames in the field of gay and lesbian sports

The gay, lesbian, bisexual, and transgendered (GBLT) sports industry has grown substantially over the last few decades. A major change occurred in this field in 2004, after the Montréal 2006 Gay Games organizing committee could not resolve its conflict with the Federation of Gay Games. We examined how such conflicts begin, get resolved, and influence organizational fields using the concept of institutional conflict. We focused on two types of conflicts: contradictions between organizational identity and image of GLBT sport associations, and struggles for governance and institutional leadership within the field of GLBT sport. We found that conflicts between individuals and groups are often the result of conflicts between organizing principles and governance arrangements. Copyright © 2010 ASAC. Published by John Wiley & Sons, Ltd.     

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.     

Institutionalizing global governance: the role of the United Nations Global Compact

The United Nations Global Compact – which is a Global Public Policy Network advocating 10 universal principles in the areas of human rights, labor standards, environmental protection, and anticorruption – has turned into the world's largest corporate responsibility initiative. Although the Global Compact is often characterized as a promising way to address global governance gaps, it remains largely unclear why this is the case. To address this problem, we discuss to what extent the initiative represents an institutional solution to exercise global governance. We suggest that new governance modes, which have arisen in the context of globalization, often adopt a multiactor, multilevel, and network‐based approach. We then analyze how far the Global Compact's institutional design reflects this multiactor, multilevel, and network‐based steering mode. Drawing on this discussion, we offer suggestions regarding how the initiative can be further developed.     

Erratum to: Ethics,Diversity Management,and Financial Reporting Quality

This article proposes and empirically tests a theoretical framework incorporating Reidenbach and Robin’s (J Bus Ethics 10(4):273–284, 1991) conceptual model of corporate moral development. The framework is used to examine the relation between governance and business ethics, as proxied by diversity management (DM), and financial reporting quality, as proxied by the magnitude of earnings management (EM). The level of DM and governance quality are measured in accordance with the ratings of Jantzi Research (JR), a leading provider of social and governance research for institutional investors. This DM score is part of an index developed by JR that investment managers use to integrate DM criteria into their investment decisions. As expected, a negative relation between corporate DM development and financial reporting quality is found while controlling for other factors known in the literatures on governance and accounting choices to affect earnings quality. Despite some caveats presented in conclusion, this study contributes to the ethics, governance, and financial reporting literatures by studying the dynamics between governance and ethics in the prevention of EM.