Corporate Governance System and Regional Heterogeneity: Evidence from East and West Russia

Abstract

Using a unique firm-level dataset obtained from a large-scale questionnaire survey conducted in late 2015, we examined the generality and heterogeneity of corporate governance systems between the eastern and western regions of Russia. The survey results strongly suggest that the governance system in the surveyed firms is generally characterized by: the dominance of closed corporate forms, the polarization trend in boards of directors and audit committees in terms of their independence from senior management, the reluctance to employ independent directors or expert auditors, and the strong preference for local auditors and indigenous audit firms as external auditors. At the same time, however, we also found that the probability of establishment of the governance bodies, appointment of independent directors and expert auditors, and execution of external audit in the eastern companies is significantly lower than that in the western counterparts. This finding is robust, even after a series of firm-level attributes are simultaneously controlled for.     

Different paths to economic reform in Russia and China: causes and consequences

Economic reform in Russia has been described as ‘shock therapy’ because rapid industrial privatization, price liberalization and democratic reforms of the political system were introduced simultaneously. However, shock therapy led to insider control of most manufacturing firms, with important consequences for foreign investment. In contrast, China’s ‘gradualist’ reforms, without privatization or significant democratization, facilitated foreign joint ventures as the dominant means of reforming State-owned enterprises incrementally. This paper proposes an explanation for these contrasting reform paths in Russia and China and then traces their consequences for inward foreign domestic investment (FDI), exporting and for corporate governance in the short and long term. The impact of national level policies on enterprises is demonstrated in a matched pair of cases in Russia and China. Conclusions are drawn for policy, for practice and for future research.     

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.     

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.     

Corporate Governance Reforms in Developing Countries

Corporate governance reforms are occurring in countries around the globe. In developing countries, such reforms occur in a context that is primarily defined by previous attempts at promoting "development" and recent processes of economic globalization. This context has resulted in the adoption of reforms that move developing countries in the direction of an Anglo-American model of governance. The most basic questions that arise with respect to these governance reforms are what prospects they entail for traditional development goals and whether alternatives should be considered. This paper offers a framework for addressing these basic questions by providing an account of: 1) previous development strategies and efforts; 2) the nature and causes of the reform processes; 3) the development potential of the reforms and concerns associated with them; 4) the (potential) responsibilities of corporate governance, including the (possible) responsibilities to promote development, and; 5) different approaches to promoting governance reforms with an eye to promoting development.     

The emergence of corporate governance in Russia

This article tracks the emergence of corporate governance through four stages of the Russia’s transition to a market economy from the mid-1980s to the present: commercialization, privatization, nomenklatura, and statization. For each stage, the government’s economic objectives are summarized, as well as the foundations for the development of and inhibitors to corporate governance. The problems of nondisclosure and nontransparency that made Russia one of the riskiest countries for investment are discussed. The article emphasizes the substantial progress made recently, culminating in the 2002 Corporate Code of Conduct. The article concludes with prospects for corporate governance to be considered by investors, including foreign executives and managers interested in direct investment in Russia.     

Corporate governance in Russia: a framework for analysis

In the past several years, the Putin government’s goal of joining the World Trade Organization, as well as the critical shortage of investment funds in the country, have been prime levers in raising the importance of corporate governance in Russia. While most research has addressed relatively discrete aspects of the topic, this article provides an integrative framework for analyzing corporate governance in Russia. With large companies as the focus, the framework is particularly appropriate for companies in transitioning economies whose corporate governance systems are still developing. The framework draws on a cultural-embeddedness model as well as agency and stakeholder theories. Propositions for corporate governance in large Russian companies are developed for exploration in future research.     

Are Stock Options Grants to CEOs of Stagnant Firms Fair and Justified?

Prior research has examined several ethical questions related to executive compensation. The issues that have received most attention are whether executives’ pay is fair and justified by performance. Since more recent studies show that stock options grants constitute the single largest component in executive compensation, we examine the relations of these grants to economic determinants and corporate governance for firms in the stagnant stage of their lifecycle. We find that, on average, stock options grants comprise a significant portion of annual CEO compensation (26.4%) for stagnant firms. We also find that economic (corporate governance) factors explain less (or more) of the cross-sectional variation in stock options grants for stagnant firms than for growth firms. Furthermore, we document lower pay-performance sensitivity (i.e., weaker incentive alignment) and no improvement in future firm performance from past stock options grants to CEOs of stagnant firms. In particular, our study provides empirical evidence on some inefficiencies associated with stock options grants to CEOs of low potential (stagnant) firms, a long-standing concern of business ethics researchers (Moriarty, 2005; Nichols and Subramaniam, 2001; Perel, 2003). Our results also provide support for the corporate governance reforms discussed in Matsumura and Shin (2005), especially those proposed provisions that curtail the power of CEOs in the governance of firms.     

Corporate Governance Reforms: Redefined Expectations of Audit Committee Responsibilities and Effectiveness

Comprehensive regulatory changes brought on by recent corporate governance reforms have broadly redefined and re-emphasized the roles and responsibilities of all the participants in a public company’s financial reporting process. Most notably, these reforms have intensified scrutiny of corporate audit committees, whose role as protectors of investors’ interests now attracts substantially higher visibility and expectations. As a result, audit committees face the formidable challenge of effectively overseeing the company’s financial reporting process in a dramatically changed – and highly charged – corporate governance environment. This paper discusses the new expectations of audit committee responsibilities and effectiveness in the wake of corporate governance reforms, key challenges, “whistleblower” provisions and shortcomings, and provides some directions for future research.     

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.     

Institutional background as a determinant of boards of directors’ internal and external roles: The case of Russia

This conceptual paper analyses why some companies in Russia give strong weight to the external roles and some to the internal roles of the boards of directors. The institutional background of Russian corporate governance is reviewed, concentrating on the contextual variables of time of founding, ownership type and governmental dependency, which are seen to explain the varying weight given to internal and external board roles. After arriving at several propositions, the paper finishes with suggestions for an empirical evaluation of the proposed relationships and addresses several managerial implications that stem from the discussion. This paper addresses the under-researched field of contingencies in board roles, focusing on Russia and emphasizing the importance of the prevailing institutional framework in transition economies.     

Corporate governance in emerging markets: A selective review and an agenda for future research

In this paper, we show how corporate governance reforms and research have been mutually reinforcing in emerging markets and propose a research agenda going forward. Acknowledging the by now broad recognition of corporate governance as a key development driver, we show how work on corporate governance in emerging markets has led research globally by focusing on the deep issues of ownership structures, property rights and organisational forms. Using the papers presented at the latest international conference of the Emerging Markets Corporate Governance Research Network, we illustrate how analyses of board structures, specifically gender diversity, has contributed to understanding of board dynamics and informed corporate governance reforms. Considering ongoing economic and socio-political trends, we conclude with a general research agenda for corporate governance in emerging markets.     

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.     

The Link Between Small Business Governance and Performance: The Case of the Ghanaian SME Sector

ABSTRACT

The present study set out to examine corporate governance practices of SMEs in Ghana and whether there is any linkage between these governance practices and financial performance. We employed two levels of interaction to achieve our objectives: The first is an interview for a general understanding of governance issues in the SME sector and the subsequent design of a questionnaire for an exploration of the linkages between governance issues and firm financial performance by employing a linear model. The study reveals that governance structures in SMEs are jointly influenced by credit providers and business ethical considerations. The regression results show that board size, size of audit committees, corporate ethics and the proportion of outsiders on the audit committees have negative impact on financial performance while independence of the board and the presence of audit committees enhance firms' financial performance. The findings have some policy implications in that it shows that exporting SMEs are relatively profitable. It is recommended that in an attempt to promote exports, the legal and regulatory environment should be conducive for these firms.     

Corporate Governance in Nigeria

In recent years, international economic pressures have induced Nigeria to adopt a program of economic liberalization and deregulation. Advocates of the reforms tout their potential not only for generating greater economic growth, but also for contributing to more responsible corporate governance. Sceptics abound. This paper provides an account of the nature of corporate governance in Nigeria and investigates the prospects for recent reforms contributing to more responsible governance and development.     

Corporate Governance and Neoclassical Economics

Abstract

Although the term “corporate governance” is relatively new in the economist’s lexicon, the issues with which it is concerned are as old as the profession itself. In this article, first I try to illustrate this, and then I trace the development of the literature, including discussions of the so-called managerial discretion literature and the principal–agent literature. Following a discussion of asset bubbles, I illustrate the tension between concerns about corporate governance and neoclassical economics by examining the literature on managerial compensation and mergers. This literature reveals a wide gap between traditional neoclassical economics and more recent developments in behavioral economics.     

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.     

Tone at the Top: An Ethics Code for Directors?

Recent corporate scandals have focused the attention of a broad set of constituencies on reforming corporate governance. Boards of directors play a leading role in corporate governance and any significant reforms must encompass their role. To date, most reform proposals have targeted the legal, rather than the ethical obligations of directors. Legal reforms without proper attention to ethical obligations will likely prove ineffectual. The ethical role of directors is critical. Directors have overall responsibility for the ethics and compliance programs of the corporation. The tone at the top that they set by example and action is central to the overall ethical environment of their firms. This role is reinforced by their legal responsibilities to provide oversight of the financial performance of the firm. Underlying this analysis is the critical assumption that ethical behavior, especially on the part of corporate leaders, leads to the best long-term interests of the corporation. We describe key components of a framework for a code of ethics for corporate boards and individual directors. The proposed code framework is based on six universal core ethical values: (1) honesty; (2) integrity; (3) loyalty; (4) responsibility; (5) fairness; and (6) citizenship. The paper concludes by suggesting critical issues that need to be dealt with in firm-based codes of ethics for directors.     

Does the Quality of Corporate Governance Affect Firm Valuation and Risk? Evidence from a Corporate Governance Scorecard in Hong Kong*

Using Hong Kong firm data, we construct an index of corporate governance during 2002–2005, which scores the corporate governance practices of listed companies from the public shareholders' perspective based on the Organization for Economic Corporation and Development Principles of Corporate Governance. The findings show that family firms and firms with concentrated ownership structures are associated with bad corporate governance. The evidence also shows that these firms improve their corporate governance practices slower than their peers. Overall, the quality of corporate governance is very significant in explaining future company stock returns and risk. Good corporate governance is associated with both higher stock returns and with lower risk. Improvements in corporate governance are associated with significantly higher stock returns and lower company risk.     

Crisis of Governance

Abstract

This paper looks at links between firms' behavior and the institutional environment in Russia. It seeks to show that the intentional weakening of the economic and administrative role of the state in the early stages of reforms has increased the economic and social cost of transition. This happens as the majority of firms in Russia still prefer short-term solutions and partial adjustment to full-scale restructuring as they often fail to show anticipated responses following privatization and price liberalization. The shortage of market-type response can be attributed to the fragility of market-based incentives. The new institutional economics maintains that the cradle for these incentives is the system of institutions, which are the rules of the game in the society or, more formally, the humanly-devised constraints that shape human interactions. Accordingly, this paper argues that for the post-communist reforms to achieve their objectives, it is essential for the state to provide a framework, institutionalizing economic conflict and thus contributing to sustainable development. However, the analysis suggests that the evolvement of a modern institutional rëgime in the country is likely to be delayed as a consequence of vested interest of a number of powerful economic groups.