Corporate Governance: An International Review
Board Composition and Corporate Performance: How the Australian Experience Informs Contrasting Theories of Corporate Governance [статья]
Опубликовано на портале: 18-04-2007Geoffrey C. Kiel, Gavin J. Nicholson Corporate Governance: An International Review. 2003. Vol. 11. No. 3. P. 189-205.
In many respects, Australian boards more closely approach normative “best practice” guidelines for corporate governance than boards in other Western countries. Do Australian firms then demonstrate a board demographic-organisational performance link that has not been found in other economies? We examine the relationships between board demographics and corporate performance in 348 of Australia’s largest publicly listed companies and describe the attributes of these firms and their boards. We find that, after controlling for firm size, board size is positively correlated with firm value. We also find a positive relationship between the proportion of inside directors and the market-based measure of firm performance. We discuss the implications of these findings and compare our findings to prevailing research in the US and the UK.
Опубликовано на портале: 18-04-2007Eugene Kang, Asghar Zardkoohi Corporate Governance: An International Review. 2005. Vol. 13. No. 6. P. 786-799.
We suggest that the equivocal empirical results of board leadership structure on firm performance have both methodological and conceptual roots. We stress that whether board leadership structure enhances or lowers performance depends on its fit with a firm’s internal and external conditions, a point that has not been comprehensively addressed by the extant literature. To guide future research in this field, we develop five testable propositions and offer some suggestions on how these propositions may be empirically tested.
Опубликовано на портале: 18-04-2007Yangmin Kim Corporate Governance: An International Review. 2005. Vol. 13. No. 6. P. 800-808.
This paper examines the effects of board of directors’ network characteristics on firm performance using a sample of 199 large, publicly traded Korean companies from 1990 through 1999. Two board network characteristics are discussed, namely: board network density and board external social capital. Board network density is defined as the extensiveness or the cohesiveness of contact among the members of board of directors, and board external social capital refers to the degree to which board members have outside contacts in the external environment. The test results suggest that a moderate level of board network density enhances firm value, while too cohesive a board network destroys it. It is also found that board members’ elite school networks were positively associated with firm performance.
Опубликовано на портале: 18-04-2007Niclas L. Erhardt, James D. Werbel, Charles B. Shrader Corporate Governance: An International Review. 2003. Vol. 11. No. 2. P. 102-111.
This study examines the relationship between demographic diversity on boards of directors with firm financial performance. This relationship is examined using 1993 and 1998 financial performance data (return on asset and investment) and the percentage of women and minorities on boards of directors for 127 large US companies. Correlation and regression analyses indicate board diversity is positively associated with these financial indicators of firm performance. Implications for both strategic human resource management and future research are discussed.
Опубликовано на портале: 15-11-2007Sigurt Vitols Corporate Governance: An International Review. 2005. Vol. 13. No. 3. P. 386 - 396.
Опубликовано на портале: 24-11-2008Gregory Jackson, A. Moerke Corporate Governance: An International Review. 2008. Vol. 13. No. 3. P. 2005.
Germany and Japan are often seen deviating from an economic model of shareholder control and thereby as being similar by virtue of their mutual contrast with the US. Given the common challenges for bank-based and stakeholder-oriented models of corporate governance, Germany–Japan comparison seems particularly timely. This article provides an introductory overview and analysis for the Special Issue by comparing recent developments in corporate law reform, banking and finance, and employment in Germany and Japan. While rejecting arguments for international convergence, we discuss this evidence of simultaneous continuity and change in corporate governance as a potential form of hybridisation of national models or renegotiation of stakeholder coalitions in German and Japanese firms. One consequence is the growing diversity of firm-level corporate governance practices within national systems.
Опубликовано на портале: 18-04-2007Andres de Pablo, Valentin Azofra, Felix Lopez Corporate Governance: An International Review. 2005. Vol. 13. No. 2. P. 197-210.
In recent years, the debate about the efficiency of corporate governance mechanisms has focused on the activity of the corporate boards of directors. This paper analyses the effect of the size of the board, its composition and internal functioning on firm value in a sample of 450 non-financial companies from ten countries in Western Europe and North America. The econometric method combines uniequational regression analysis with simultaneous equations in order to control for the possibility of board size and composition endogeneity. The results show a negative relationship between firm value and the size of the board of directors. This relation holds when we control for alternative definitions of firm size and for board composition, the board’s internal functioning, country effect and industry effect. We find no significant relationship between the composition of the board and the value of the firm. These results are consistent with previous relevant papers and show that companies with oversized boards of directors have poorer performance both in countries where internal mechanisms of governance dominate and in countries where external mechanisms are predominant.
Опубликовано на портале: 22-03-2007Gerhard Cromme Corporate Governance: An International Review. 2005. Vol. 13. No. 3. P. 362-367.
The term "corporate governance", and all that it implies, is now in everyday use in Germany. This is due to the enormous changes Germany has experienced in recent years, in international business, international finance and in German industrial structures. This contribution deals with recent changes in the German system of corporate governance. After a short historical review, the major elements of the international context that form the background for changes in Germany are discussed. This is followed by an explanation of the German Corporate Governance Code and its role, concluding with a prospectus for further possible developments and a summary of key points.
Опубликовано на портале: 18-04-2007C.B. Ingley, Nicholas T. van der Walt Corporate Governance: An International Review. 2004. Vol. 12. No. 4. P. 534-551.
The paper outlines the problems of conflicts of interest for fiduciary shareholders with respect to the stock of publicly owned companies in their portfolios and considers various approaches proposed to address these problems. The questions of whether fiduciary problems are the result of a vacuum of ownership and an imbalance of power, and the extent to which regulatory reform and shareholder activism can resolve these problems, are examined. From this analysis a framework is developed that describes the sources, outcomes and factors contributing to the effectiveness of conflict management in the context of the current investment environment. A series of recommendations for mediating conflicts of interest by changing board architectures are presented. These recommendations apply principles of participative corporate democracy to the overall governance system.
Опубликовано на портале: 17-04-2007Christos Pitelis Corporate Governance: An International Review. 2004. Vol. 12. No. 2. P. 210-223.
We discuss the nature and role of (corporate) governance and (shareholder) value and their implications for (sustainable) economic performance. We critique and build on extant theory to develop a model of the determinants of value-wealth creation at the firm, national and global levels and explore current economic debates on governance and sustainable economic performance in its context. We conclude that (the need for) stakeholder value is derivative from (not opposed to) the concept of sustainable value, that national governance and the nationwide “governance-mix” impact on corporate governance and that national and global economic governance are essential for sustainable global value-wealth creation, and economic performance.
Опубликовано на портале: 22-03-2007Pierre-Yves Gomez, Harry Korine Corporate Governance: An International Review. 2005. Vol. 13. No. 739. P. 739–752.
Under what conditions do stakeholders consent to a regime of corporate governance? We propose that consent by the governed in corporate governance cannot be satisfactorily explained without reference to the collective value of procedural fairness that underlies markets. Drawing on the social psychology of justice and the political economy of social choice, we highlight the critical role played by democratic procedures in achieving consent by the governed in modern society. This line of reasoning leads us to suggest that the evolution of corporate governance, too, can be understood in terms of Tocqueville's well-known hypothesis that democracy eventually prevails in all spheres of organised activity. Examining the historical record of institutional reform in France, Germany, the United Kingdom and the United States, we find that corporate governance has indeed evolved to make increasing use of democratic procedures. Viewed over the long-term of two centuries of capitalist development, corporate governance is seen to have successively incorporated enfranchisement, separation of powers and representation. In conclusion, we consider the implications of basing the study of corporate governance on the question of stakeholder consent and the practice of corporate governance on the procedures of democracy.
Опубликовано на портале: 18-12-2007Ronald Philip Dore Corporate Governance: An International Review. 2005. Vol. 13. No. 3. P. 437-446.
There are good reasons for national differences in corporate governance, differences in the distributional outcomes desired and differences in motivational resources; material sticks and carrots are not the only ways of keeping top managers efficient, honest and dynamic. Yet, too often discussions of corporate governance assume the Anglo-Saxon model to be normal and others“deviant”– a notion to be challenged, but nevertheless the dominant assumption among the“reformers” of corporate governance in Japan and Germany. Most of the reforms in those two countries over the past decade have purported to be about making top managers more honest and efficient. In fact their purport has more often been to change distributional outcomes, favouring shareholders at the expense of employees.
Опубликовано на портале: 18-04-2007C.B. Ingley, Nicholas T. van der Walt Corporate Governance: An International Review. 2005. Vol. 13. No. 5. P. 632-653.
Based on British legislation, the duties of directors are stated in the New Zealand Companies Act 1993. However, “good” governance is not defined within the Act. Considering the relative importance attached by boards to a variety of governance tasks, this paper evaluates directors’perceptions of the current contribution of fellow board members to different aspects of governance practice. This evaluation is discussed in relation to the influence of board tasks and functions on actions that may be regarded as being in the interests of the company as defined by the Act. The evaluation illustrates the strategic orientation of the board,highlighting the extent to which individual directors and the board as a whole can actually influence key outcomes and, thereby, their governance contribution. The paper reports responses to findings based on a study involving 3000 directors and presents suggestions for enhancing board processes as well as possible changes in expectations that could be encapsulated in legislation.
Опубликовано на портале: 22-03-2007Mehmet Ugur, Melsa Ararat Corporate Governance: An International Review. 2006. Vol. 14. No. 4. P. 325–348.
Recent work on corporate governance has highlighted the effects of corporate governance quality on macroeconomic crises, especially in the context of South-East Asian economies. However, the possibility of reverse causation from macroeconomic performance to corporate governance has been overlooked. This paper aims to address this issue by examining the relationship between macroeconomic stabilisation and corporate governance reforms in Turkey since the 1999 and 2001 crises. We demonstrate that the prospect of macroeconomic stability has led to extensive corporate governance reforms for two reasons. First, recent return to macroeconomic stability has been underpinned by public governance reforms, which spilled over to the area of corporate governance. We call this the statutory reform effect. Second, macroeconomic stability tended to have a positive effect on firms' investment in corporate governance quality. We call this the voluntary reform effect. To substantiate these findings, we examine the post-1999 developments in the following areas: (i) the effectiveness of regulatory authorities; (ii) disclosure and transparency rules; and (iii) the quality of the enforcement regime.
Опубликовано на портале: 18-04-2007Ivor Francis Corporate Governance: An International Review. 1997. Vol. 5. No. 4. P. 239–244.
This long and discursive book results from a research commission by the Australian Institute of Company Directors (AICD) given to an experienced consultant and academic, Ivor Francis. Francis, a New Zealander, worked closely with the late Edwards Deming, who was internationally respected for his work on quality management, and is himself an acknowledged expert in corporate performance measurement. After eighteen years as a business school professor at Cornell and New York Universities, Francis moved to Australia, where he is now Chairman of the Deming Centre International in Sydney. The fascinating part of the book, for readers of this journal, comes in the final few pages and an appendix, which report the findings of a survey of directors' views on the effectiveness of Australian directors. According to the Australian press, the AICD sought to distance itself from these findings