Reconciling Rules and Principles: An Ethics-Based Approach to Corporate Governance

In this paper, we consider the nature of recent corporate abuses both in the U.S. and in Europe, and how globalization has had an impact on amplifying their consequences. We discuss the rules-based and principles-based remedies that have been proposed in each region, respectively. With a focus on the U.S. Sarbanes-Oxley Act (SOA), we examine the principles forwarded by this act, and how it addresses those principles with specific rules and governance mechanisms. Invoking Integrative Social Contracts Theory (ISCT), we conclude with a reconciliation of the principles and rules-based approaches to corporate governance as suggested by theory.     

Corporate Governance in South Africa

The King Report on Corporate Governance (1994) evoked unprecedented interest in corporate governance in South Africa. This does not mean that corporate governance was not an issue of concern before the release of this historical report. To the contrary, corporate governance in its broader sense has been at stake since the inception of the first publicly owned companies in South Africa. This article intends to give an overview of corporate governance in South Africa. It starts by making a distinction between broad and narrow conceptions of corporate governance. Before applying this distinction to the practice of corporate governance in South Africa, a brief overview of the corporate landscape in South Africa is provided. Then the South African situation with regard to broad and narrow corporate governance respectively is analysed. The article ends with a discussion of the review of corporate governance that currently is in the making in South Africa. Throughout the article both the financial and ethical dimensions of corporate governance is attended to.     

Corporate boards and ownership structure: Evidence from Sub-Saharan Africa

This study examines the relationship between board structure and ownership structure for firms listed on the stock exchanges of twelve Sub-Saharan African countries, using data for the period 2006–2009. We find that ownership concentration, foreign ownership and managerial ownership are negatively associated with board size. We also find that government ownership is positively associated with the proportion of outside directors while ownership concentration is negatively associated with the proportion of outside directors. These results emphasize that board and ownership structure are both corporate governance mechanisms that are used as substitutes to one another in reducing agency problems.     

商事经营判断规则与我国公司法人治理结构之完善

通过对商事经营判断规则的内容解读和问题分析,揭示了商事经营判断规则的基本涵义:一方面保障董事的经营决策权;另一方面也对董事的行为准则提出了严格的要求。进一步讨论我国应如何引入和借鉴商事经营判断规则的成功经验,以及该规则对完善我国公司法人治理结构的意义。     

Theorising South Africa’s Corporate Governance

South Africa’s principal corporate governance report aspires to an ‘inclusive’ approach to corporate governance, in which companies are clearly advised to consider the interests of a variety of stakeholders. Yet, in common with many other countries, there is little discussion of the theoretical foundations and assumptions implicit in the recommended approach to corporate governance. The purpose of this article is to provide an analysis of corporate governance and the corporate environment in South Africa in terms of existing theory and models of corporate governance, and to provide a critique based on a consideration of traditional African values and the socio-economic necessities of post-apartheid South Africa. The result is the identification of an incompatibility between the current corporate environment in South Africa and the given exposition of African values. Some prospects for change are then identified.     

Strategic and Moral Dilemmas of Corporate Philanthropy in Developing Countries: Heineken in Sub-Saharan Africa

This case study illustrates the dilemmas facing multinational companies in meeting social challenges in Sub-Saharan Africa (especially health-related ones). It also discusses the purpose, responsibilities and limitations of business involvement in social development. From a business standpoint, social challenges in developing countries differ greatly from those in nations where governments or markets effectively provide for the population’s health needs. The case illustrates what led a multinational to set up a corporate foundation and focuses on three strategic and operational dilemmas it ran up against. The case discussion shows that the ethical issues intertwined with these dilemmas are best understood using a variety of ethical approaches. We also show that Ethics of Care are just as relevant to analysing corporate social responsibility and corporate philanthropy as the Deontological and Utilitarianism theories commonly used in business ethics.     

Advertising Regulations in Sub-Saharan Africa

Abstract

This paper examines the status and outlook of advertising regulations in sub-Saharan Africa. It begins with a synoptic overview of the region's advertising industry, which is used as a backdrop. Advertising regulations pertaining to tobacco, alcohol, pharmaceuticals, children, and politics are examined, and seven regulatory forces (consumer protection; growth of service industry; fairness and vulnerable groups; new media technologies; civil rights and privacy; religion, morality, and taste; and nationalism) likely to stimulate advertising regulations in the region are also presented. The paper concludes with implications and directions for future research.     

Making EU Trade Agreements Work: The Role of Rules of Origin

A key element of the EU's free trade and preferential trade agreements is the extent to which they deliver improved market access and so contribute to the EU's foreign policy objectives towards developing countries and neighbouring countries in Europe, including the countries of the Balkans. Previous preferential trade schemes have been ineffective in delivering improved access to the EU market since only a small proportion of the available preferences have actually been utilised. The main reason for this is probably the very restrictive rules of origin that the EU imposes, coupled with the costs of proving consistency with these rules. If the EU wants the ‘Everything but Arms’ agreement and free trade agreements with countries in the Balkans to generate substantial improvements in access to the EU market for products from these countries then it will have to reconsider the current rules of origin and implement less restrictive rules backed up by a careful safeguards policy..     

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].     

Pro-poor trade policy in Sub-Saharan Africa

This paper examines the presence of a pro-poor bias in the existing structure of protection of six Sub-Saharan African (SSA) countries, Burkina Faso, Cameroon, Côte d'Ivoire, Ethiopia, Gambia, and Madagascar. We build on a simple agricultural household production model and we propose an extension to include adjustments in labor income. Our approach, which can be implemented without repeated cross-sections of household level data, suits well the data constraints in SSA. It also allows us to capture the heterogeneity in trade protection at the tariff line level. The pro-poor bias indicators suggest that SSA's trade policies tend to be biased in favor of poor households, as these policies redistribute income from rich to poor households. This is because protection increases the agricultural prices of goods that are sold by African households and this effect dominates both the impacts of higher consumption prices and the strong Stolper–Samuelson effects that benefit skilled over unskilled workers.     

Corporate Social Responsibility in China: A Corporate Governance Approach

Ethics training—an important means to foster ethical decision-making in organisations—is carried out formally as well as informally. There are mixed findings as regards the effectiveness of formal versus informal ethics training. This study is one of its first kinds in which we have investigated the effectiveness of ethics training as it is carried out in the Indian IT sector. We have collected the views of Indian IT industry professionals concerning ethics training (N = 266), and employed positivist (regression analysis and hierarchical linear modeling) and interpretive research (content analysis). We first have argued that the importance of the perception towards ethics has bearings not only on the individual ideologies but also on the organisational ethical values. In doing so, first we have conceptualised a theoretical framework: Perception of Ethics Training in Employees and Organisations (PETINEO). Second, we have studied the correlations between various components of this model. Third, we, under the rubric of PETINEO, examined the effectiveness of ethics training programmes for the Indian IT companies. Fourth, we have elaborated upon the results of our study. Our results suggest that the combination of both formal and informal means to undertake ethics training has superior impact on ethical decision-making in the Indian IT industry as compared to the use of any one of them in isolation.     

Corporate Governance in Mexico

This paper looks broadly at the theme of corporate governance in Mexico. It begins with a brief analysis of the historical corporate governance model in Mexico, including the governance structures, the banking and financial systems, ownership and control patterns, industrial policy, and industrial relations. The paper then examines how and why these various aspects of corporate governance have been changing with processes of economic liberalization currently under way. Finally, it analyzes the consequences of changes in the model of corporate governance for the country's development (e.g. increased consumer goods for middle class consumers, increased disclosure by domestic corporations, less support for corporate social programs, etc.).     

德国的公司治理结构

公司治理结构是金融体系的一个重要内容.德国的公司治理结构与英美模式相比具有显著的差异,从而为国际比较提供了有益的参照.本文在介绍德国公司法律结构的基础上,分析其特殊的双层委员会治理结构和股权结构,并考察银行和资本市场在德国公司治理中的作用.     

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.     

Sustainable Consumption Behavior in Sub-Saharan Africa: A Conceptual Framework

This paper develops a conceptual framework for investigating the adoption patterns, inhibitors, and facilitators (PIF) of sustainable consumption in sub-Sahara African (SSA) settings. Literature evidence shows paucity of empirical studies on sustainable consumption from SSA, which partly explains lack of suitable conceptual framework to guide research in this area. Also, the existing frameworks, which were developed outside SSA may not be suitable for constructing sustainable consumption behavior in SSA because of its peculiarities. The key significance of this article is the potential of providing future researchers in this area with a framework to guide and manage their studies. As a conceptual article, insight was drawn from a plethora of scholarly articles in the domain of sustainable consumption and related areas. The framework is built on four key constructs—adoption patterns, inhibitors, facilitators (PIF), and intention. As a guide for studies from the SSA, the article includes an empirical section, which provides preliminary empirical validation for the proposed PIF conceptual framework based on a pilot test. The result from the pilot study, using structural equation modeling (SEM), led to positing the PIF Sustainable Consumption model, thus giving support for the PIF Conceptual Framework, which this article puts forward. In addition, the proposed PIF conceptual framework is capable of providing insight for crafting sustainability-related policies. © 2016 Wiley Periodicals, Inc.     

Corporate Governance in Brazil

Corporate governance is an issue of growing importance in developing economies, as many firms pass through significant transformations due to the combined forces of sociopolitical changes, technological progress and economic trends toward globalization. These elements, along with the structural characteristics of developing economies such as less developed capital markets and governmental interventionism, draw a picture for corporate governance practices that may, in some aspects, be fundamentally different from the practices found in European or North American contexts. In this paper we review and discuss the state of corporate governance practices in Brazil, focusing on how the governance structure of Brazilian firms has been subjected to important changes in the recent past and how even more changes are expected to happen.     

Corporate Governance in Asia: A Survey

Corporate governance has received much attention in recent years, partly due to the Asian financial crisis. We review the literature on corporate governance issues in Asia to develop region‐specific and general lessons. Much attention has been given to poor corporate sector performance, but most studies do not suggest that Asian firms were badly run. The literature does confirm the limited protection of minority rights in Asia, allowing controlling shareholders to expropriate minority shareholders. Agency problems have been exacerbated by low corporate transparency, associated with rent‐seeking and relationship‐based transactions, extensive group structures and diversification, and risky financial structures. The controlling shareholder bears some of agency costs in the form of share price discounts and expenditures on monitoring, bonding and reputation building. The Asian financial crisis further showed that conventional and alternative corporate governance mechanisms can have limited effectiveness in systems with weak institutions and poor property rights. Overall, the understanding of the determinants of firm organizational structures, corporate governance practices and outcomes remains limited, however.     

Corporate Governance: An Ethical Perspective

This paper discusses corporate governance issues from a compliance viewpoint. It makes a distinction between legal and ethical compliance mechanisms and shows that the former has clearly proven to be inadequate as it lacks the moral firepower to restore confidence and the ability to build trust. The concepts of freedom of indifference and freedom for excellence provide a theoretical basis for explaining why legal compliance mechanisms are insufficient in dealing with fraudulent practices and may not be addressing the real and fundamental issues that inspire ethical behavior. The tendency to overemphasize legal compliance mechanisms may result in an attempt to substitute accountability for responsibility and may also result in an attempt to legislate morality which consequently leads to legal absolutism. The current environment of failures of corporate responsibility are not only failures of legal compliance, but more fundamentally failures to do the right (ethical) thing. Surendra Arjoon is an Associate Professor of Business Ethics at the University of the West Indies, Trinidad. He served as Chair, Department of Management Studies (2002–2005) and as Associate Dean, Faculty of Social Sciences (1996–2002). He is also the Vice-President of the Trinidad and Tobago Economics Association. His work has appeared in the Journal of Business Ethics, Journal of Markets and Morality, Global Development Studies, Applied Financial Economics, and Social and Economic Studies.     

公司治理与银行成长之关系探讨(上)——兼论我国银行公司治理的建构

经过20多年的改革以后,我国银行业终于将改革的重点置于"建立和完善良好的银行公司治理".本文从公司治理与银行经营绩效的内在逻辑关系出发,比较分析了不同公司治理模式及其特征,从理论上阐述了公司治理的本质以及加强公司治理建设的重要性,并针对我国银行公司治理面临的诸多现实挑战,提出了相关策略建议.     

Financial Access and Firm Productivity in Sub-Saharan Africa

The paper investigates the effect of access to finance on the productivity of manufacturing firms in Sub-Saharan Africa. With the aid of the Semi-parametric approach by Levinsohn and Petrin, findings reveal that access to a cost-effective line of credit/loan or an overdraft facility has a positive effect on firm productivity. The study, therefore, concludes that it is of outmost benefit for firms to acquire credit facilities for more productive projects and that the credit constraints firms in Africa face should be significantly relaxed.