Countervailing institutional forces: corporate governance in Turkish family business groups

This longitudinal study investigates the impact of national and international pressures to improve corporate governance in an emerging economy from an institutional theory perspective. Recently, family business groups (FBGs), the dominant form of organizing in emerging economies, have been criticized by policy makers for their poor governance structures. A common recommendation to FBGs has been increasing the number of independent, outsider directors on their boards. Thus, change in the board compositions of the quoted subsidiaries of the six biggest FBGs is analyzed over 2002–2006. One-way-ANOVA and t-tests were used as statistical tools. Findings reveal that there has not been a statistically significant change in board compositions over the research period. FBGs were found to resist institutional pressures through ‘avoidance’, ‘defiance’ and “manipulation” strategies due to the absence of coercive pressures and multiple forms of ‘institutional work’ for change.     

The impact of institutional changes on corporate governance mechanisms in transition economies

We examine how institutional changes affect corporate governance in transition economies. We develop a transition model that specifies three stages of the transition process including the early, intermediate, and late. We develop a framework for assessing the effectiveness of widely recognized corporate governance mechanisms (CGMs) in and across these stages. Our general proposition is that as transition economies move from early, to intermediate, to late stages, effective CGMs tend to be those that are based on state administrative control power, social networks and private orders, and market forces and formal institutions, respectively. Our study has contributions and implications regarding the transition economies and the impacts of institutions on corporate governance.     

Impression management in corporate annual reports during the global financial crisis

This paper analyses impression management (IM) during the global financial crisis (GFC). It examines the differences in multiple textual characteristics and attributions between a highly positive performance period (2002–2007) and the GFC period (2008–2012), within the setting of Spain, where these two economic cycles were extreme. In contrast to previous research, companies' extreme poor performance in our sample is driven by an exogenous event. The findings do not show clear evidence of IM based on textual characteristics specifically linked to the GFC. Companies tried not to use overt IM and, to some extent, tried to clarify the impact of the crisis on performance. They were under great scrutiny and probably preferred to tell a more careful story. However, a general pattern of IM was still present during the GFC in the form of consistent positive attributions, favourable benchmarks and enhancement practices. In essence, the crisis did not fully stop IM practices, but rather influenced the way IM was produced. Overall, our results show that IM was lower during the GFC than in the case of poor performance in normal macroeconomic conditions found by previous literature. The results also show that the narratives of firms in the finance and real estate sectors were the most reactive to the GFC, probably linked to their key role in the crisis.     

Human resources management and corporate governance: Integration perspectives and future directions

The aim of this article is to investigate, through a systematic review of the literature, what has been studied and published in the international academic literature regarding the integration between human resources management (HRM) and corporate governance (CG).We accomplished it answering two research questions: How has evolved the academic publications regarding the integration between HRM and CG? and Under which theoretical perspectives the integration between HRM and CG has been studied? The research covered the publications from 2000 to 2017, and the analysis comprises 79 articles from relevant international journals. The results revealed the predominance of a shareholder theoretical perspective and the apparent legitimation of HRM as an important variable of CG, but with a secondary position, as consultant or processes provider. Besides exploring and exposing the state of the art in this area of knowledge, through a critical analysis of the literature, this study highlights the gaps in the literature and provides suggestions for future studies.     

Bankers on boards as corporate governance mechanism: evidence from Poland

This paper examines whether a bank exercises a monitoring role when a banker is represented on a firm’s board. Bank monitoring reduces information asymmetries, and hence lessens firm’s financial constraints—phenomenon frequently measured by investment-cash flow sensitivity in the sample of all non-financial companies listed during 1999–2002 on the Polish stock exchange. I find that firms with a banker on the board rely more heavily on bank loans than on internal capital in their investment activities. In contrast, firms with no banker on the board finance to a larger extent their investment with internal capital than with credit. However, firms with the bank-lender representation on the board are almost as much financially constrained as firms without a bank-lender representative on the board. Hence, the presence of bankers on boards is not associated with bank monitoring. They rather promote their employer’s business. The findings show that investment of firms with a banker on the board is less sensitive to cash flow than investment of firms without bank representatives on the board. This result suggests that bankers on the board provide financial expertise that help those firm to reduce financial constraints.     

A cyclical view of the relationship between corporate governance and strategic management

The vast majority of research on the relationship between corporate governance and strategic management focuses on the impact of corporate governance on strategic management. In this article we propose a cyclical model, highlighting that strategic decisions can also affect corporate governance through shaping firm ownership structure. We discuss the impacts of strategic decisions on firm ownership structure and corporate governance in the contexts of publicly traded firms, private firms, and the privatization of state-owned enterprises. We hope that our cyclical model can promote researchers to develop a more complete view about the relationships between strategic management, ownership structure, and corporate governance.     

Strategic management in a government agency

Strategic management is often needed in political bureaucratic environments, but it is neither easy nor natural. This article explores the developments in the involvement of management in strategic planning. It traces the transition from strategic planning to strategic management by taking implementation and institutionalization into account, and the transition from strategic management to strategic leadership, by taking political processes into account.     

The role of weighting in corporate governance ratings

This methodological paper highlights the differences and the resulting implications from the application of the three most commonly applied weighting index methods to measuring corporate governance quality at an aggregate level: the Dichotomous; the partial compliance (PC) unweighted; and the Experts’ methods. In particular, first, we demonstrate how each method is applied and provide the details needed for readers to replicate each method. Second, we employ these methods on a sample of companies and compare the corresponding scores by testing their differences statistically. Third, as an indicative example of the potential implications arising from the use of these measures, we test whether the relation between market value and corporate governance levels differs, depending on the method applied. We find that the three methods produce significantly different overall and relative (i.e., ranking order) scores and, consequently, the relation between market value and corporate governance levels differs, depending on the method applied. Thus, we contribute to the corporate governance literature by showing that weighting in corporate governance indices matters and we recommend simultaneous application of at least two methods (i.e., the PC unweighted and the Experts’ methods) for deriving robust findings.     

Value-added distribution to stakeholder of Spanish listed companies: a corporate governance perspective

Journal of Management and Governance - Following a stakeholder corporate governance perspective, we examine whether the characteristics of boards of directors (board size, separation of Chairman...     

The benefit of market-based governance devices: Reflections on the issue of growing economic inequality as a corporate concern

Growing economic inequality in advanced economies is explained by a variety of conditions and mechanisms, but a growing literature emphasises how corporate governance decisions serve to transfer wealth from labour to capital owners, including shareholders. The article introduces the term governance devices to examine how a consistent annual real wage growth (calculated to 1.20 percent) over the period 1997–2017 has been negotiated in Sweden, based on a bilateral market-based industrial agreement between the employer organisation and a confederation of trade unions. The article stresses the importance of governance decisions in counteracting secular stagnation of real wage growth, which reduces the purchasing power in an economy and incurs other externalities. Corporate governance is, therefore, a key mechanism in resolving the issue of how to allocate the residual cash being generated in the corporate production activities so that it benefits all constituencies and balances short-term returns to shareholders and medium-to long-term economic growth and stability.     

Managing corporate community responsibility in multinational corporations: Resolving institutional duality

Addressing calls to explore how subsidiaries of MNCs operating in different institutional contexts resolve institutional duality, this paper brings together dual theoretical explanations from legitimacy and neo-institutional theory, to examine how decision-making for corporate community responsibility (CCR) occurs across ten subsidiaries operating in Sri Lanka. Using qualitative data, it shows that while subsidiaries’ implementation of local CCR conform to that of their parents at an aggregate level, those subsidiaries encountering higher levels of institutional conflict in the host-country, are sanctioned by their parent companies to de-couple their local CCR projects. These findings raise interesting questions about the dynamism in subsidiary responses to resolving institutional duality relevant for future scholarly research.     

Internal corporate governance mechanisms as drivers of firm value: panel data evidence for Chilean firms

The paper analyses to what extent ownership structure, capital structure, and dividend policy as corporate governance mechanisms drive the firm value. From a data panel of publicly quoted Chilean firms for the years 2002–2010, we find that there is an inverse U-shaped relationship between ownership concentration and firm value. The positive slope is supported by the supervision hypothesis; whilst the negative relation between ownership concentration and firm value is supported by the expropriation hypothesis. We also find that there is a positive impact of both leverage and the dividend pay-out on the firm value. In this case, these two mechanisms reduce the free cash flows which otherwise might be used opportunistically by managers in their own interests (free rider problem). Contrary to the previous empirical literature in Chile, it is found that the mere fact that a firm is affiliated to a business group/conglomerate impacts positively its value. This positive effect is basically driven by the development of intragroup capital markets, and the governance imposed by the rules of the conglomerate.     

公司治理对资本选择的影响——理论和证据

结合中国制度,理论分析公司治理如何影响资本选择,提出研究假设.接着,使用中国非金融上市公司横截面数据,应用二阶段多元程序实证检验公司治理对资本选择的影响.研究发现.治理水平高的公司,其内部人机会主义行为受到限制,股权融资偏好在一定程度上受到抑制,债务水平提高.     

机构投资者对其持股公司绩效的影响研究——基于机构投资者自我保护的视角

从机构投资者自我保护的视角出发, 通过构建公司内部人和机构投资者的博弈模型, 揭示了机构投资者对其持股公司绩效影响的微观机制.在此基础上, 实证研究我国沪深A股市场2004年-2012年公司样本.结果表明:机构对其持股公司绩效的改善作用在2004年-2007年和2008年-2012年两个阶段存在结构性变动;从整体来看, 在上述两个阶段, 机构投资者对其持股公司绩效有显著改善作用, 但第二阶段的改善作用明显减弱;基金有助于改善其持股公司绩效, 而其它机构投资者缺乏这种改善作用.机构在第二阶段改善作用减弱的主要原因是,在样本期间, 基金持股规模占比迅速衰减, 其它机构投资者持股规模占比大幅提高抑制了整个机构对其持股公司绩效的改善作用.     

The role and effect of controlling shareholders in corporate governance

This paper examines two potentially contradictory effects of the presence of controlling shareholders. Controlling shareholders have been shown to be beneficial, as they generally have a long-term interest in the firm and are willing and able to monitor the actions of senior managers closely and decrease agency costs between shareholders and management (agency costs of Type I). However, they are also in a position to expropriate the firm’s assets, especially when they are actively involved in management (agency costs of Type II). More specifically, this article reviews how regulatory and legislative bodies have tried to curb the consumption of private benefits by controlling shareholders while preserving the beneficial aspects of their long-term interest and their monitoring role, the effect controlling shareholders on the application and effectiveness of corporate governance best practices as well as on the executive and board member remuneration.     

Making corporate governance count: the fusion of ethics and economic rationality

Corporate governance codes extensively appeal to ethical standards of conduct. Rather than being articulated alongside economic axioms, ethical and moral precepts are intertwined within neo-classical economic argumentation across corporate governance standards. This paper explores the fusion between ethics and modern economic rationality and reflects on the scientisation of economics and ethics in academic discourse. The argument is then made that the enlistment of ethics within the epistemologically privileged posture of economics characterises corporate governance codes. The UK Combined Corporate Governance Code of 2006 is analysed to draw out the paper’s contention.

The impact of corporate governance on auditor choice: evidence from Germany

Statutory audits are only beneficial if the appropriate audit quality is both provided and perceived by the users of audited financial statements. On the one hand, Big 4 audit firms are commonly viewed as producing high quality audits. On the other hand, regulators complain about the high market share of Big 4 audit firms. In this context, it is of interest to examine the drivers of a Big 4 audit firm selection. Despite extensive prior research, there is still a lack of findings form Continental European countries and on the impact of corporate governance on auditor choice. This paper on hand is intended to fill the related research gap. Thus, our study identifies variables that determine the auditor choice of large German listed companies. Based on a sample of 432 firm-year observations for the period 2010–2014, our logistic regression analysis suggests that the corporate governance structure influences auditor choice significantly. Notably, the annual meeting frequency of the audit committee and the size of the supervisory board are positively associated with the engagement of a Big 4 audit firm. However, the meeting frequency of the supervisory board and the compliance to the German corporate governance code are negatively related to the choice of a Big 4 auditor. Additionally, the proportion of female supervisory board members does not exert a significant impact. The results remain stable when the DAX30 observations, for which statutory audits are exclusively performed by Big 4 audit firms, are excluded. The main contribution of our paper is, that it sheds light on the impact of corporate governance variables not analyzed by prior research, like supervisory board characteristics, deviations from a corporate governance code, or the female quota, in a Continental European setting, and that it mainly indicates a complementary relationship. Despite the peculiarities of the German setting, the two-tier corporate governance system and the low level of investor protection, the findings of our study are not only relevant for Germany, since many other Continental European countries are characterized by a similar environment. The study’s findings are of particular interest for regulators when addressing audit market structure problems.     

International corporate social responsibility and post-entry performance of developing market INVs: The moderating role of corporate governance mechanisms

Building on the stakeholder, agency, and resource dependence theories; this paper investigates the role of international corporate social responsibility (CSR) for the post-entry performance of developing market international new ventures (INVs) in the presence of corporate governance mechanisms to overcome their agency and environmental problems. We test and validate the conceptual model using survey data collected from 110 INVs operating in the developing market of Pakistan. Our results show that international CSR promotes the post-entry performance of developing market INVs. Further, we found that this association is moderated by corporate governance mechanisms of ownership, board independence, and returnee board members. Specifically, the relationship between international CSR and post-entry performance is weaker when ownership is concentrated but stronger when outsider and returnee board members are present in developing market INVs. The findings of this study have important theoretical and practical implications for INVs' social strategies and international performance contingent upon corporate governance.