Diffusion of Corporate Risk‐Management Characteristics: Perspectives of Chief Audit Executives through a Survey Approach

This study examines how corporate risk‐management characteristics in Australian public universities have diffused under an environment of conflicting management cultures. The findings reveal that corporate risk‐management characteristics have diffused in a pluralist form to satisfy stakeholders of different management approaches across its governance levels as opposed to a unilateral form aligned to the corporate approach. The accepted practice of this adapted version challenges the existing notion that the adoption of corporate control processes in the public sector is problematic, and provides insights into the emergence of a hybrid control process to address the needs of multiple stakeholders. These findings have policy implications for defining a new hybrid governance‐control paradigm for the public sector as an alternative to the corporate‐influenced control paradigm, and provide avenues for further research to confirm the phenomenon with other corporate control processes, public‐sector entities, and if so its impact on effective governance.     

International Capital Mobility and Domestic Institutions:Corporate Finance and Governance in Four European Cases

This article considers the impact of international capital mobility on thecharacter of corporate finance and corporate governance in four European countries (Germany, France, Spain, and Italy). We take issue with the widespread view that the growth of international financial markets and the lifting of capital controls will in themselves produce convergence in national systems of corporate finance and governance. Although we find evidence of convergence in specific aspects of financial regulation (e.g., the abandonment of selective credit regulation and the dismantling of barriers to universal banking), these regulatory changes have not produced any clear convergence toward either the Anglo-Saxon model of corporate finance and governance predicted in much of the literature or the alternative German bank-based model. The reasons for this, we suggest, have much to do with the way in which the politics of financialreform are likely to differ from those postulated in market-driven models of regulatory change and the fact that countries are susceptible to international pressures in different ways.     

Public Sector Corporate Governance Disclosures: An Examination of Annual Reporting Practices in Queensland

In the public sector, corporate governance is an expression that is yet to be explicitly defined. This paper examines the existing public sector literature in order to derive a set of broad principles of corporate governance in the public sector. These principles are then applied through a content analysis of corporate governance disclosures in a group of government‐owned corporations, state government departments, local governments and statutory bodies. The results indicate the set of principles derived is generally applicable to various forms of public entities. However, due to a lack of an established public sector corporate governance framework, the disclosure of corporate governance is piecemeal. Government‐owned corporations achieved better disclosure practices in most principles than other public sector bodies. The paper aims to stimulate debate on public sector corporate governance and provides a basis for a more extensive survey on corporate governance disclosures.     

Das parteipolitische Paradox des Finanzmarktkapitalismus. Aktionärsorientierte Reformen in Deutschland, Frankreich, Italien und den USA

Addressing the debate over the political dynamics of different varieties of capitalism, this article tests the partisan hypothesis in the field of corporate governance. The state of research on distributional consequences of shareholder oriented corporate governance and on institutional complementarity between corporate governance and labor relations suggests that the center-left should oppose shareholder oriented reforms. In fact, our comparison of reforms during the last 15 years reveals the contrary. In Germany, France, Italy and the US, the center-left turned out the be the driving force behind the reforms, while the center-right parties tended to protect organized capitalism, state capitalism, family capitalism, and managerialism. The comparison allows specification of the impulses that made the center-left push for reforms while making the center-right protect traditional institutional arrangements. We present a conflict model that, beside class conflicts and insider/outsider-conflicts, includes conflicts over managerial control. The recent economic reforms cannot be understood without consideration of the significance of this conflict line.     

Regulation and governance versus criminology: Disciplinary divides,intersections, and opportunities

This paper seeks to bridge the disciplinary gap between regulation and governance studies, and criminology. Based on a review of theoretical and empirical work on corporate crime, this paper argues that divergent approaches to questions of individual agency, localized variety, and political context, have drawn these two disciplines in different directions. Regulatory governance scholarship has thrived as a discipline, but has also narrowed its focus around these issues. Corporate criminology offers a means of broadening this focus by drawing attention to the normative theorizing behind the regulatory project. At the same time, however, insights drawn from regulatory governance scholarship can prompt corporate criminology to innovate by broadening the scope of its engagement beyond the sphere of traditional criminal justice. The paper argues for the development of a research agenda to sit at their intersection, to engage with the challenges that exist at the interface between criminal and regulatory law.     

Working with boards: The experiences of Australian managers in performing arts organisations

Corporate governance has long been a feature of the arts and cultural sector and is a requirement for all cultural organisations seeking public funding, regardless of their size. However, despite the ubiquity of corporate governance in the arts and cultural sector, there is little research addressing the experiences of managers. This study examines the experiences of managers in performing arts organisations in working with their boards, based on data collected across 20 performing arts organisations in Australia using a stakeholder salience lens. Our results indicate that while the board is seen as a key organisational stakeholder, managers have a range of concerns about the governance role of boards, and in particular their limited effectiveness on the dimensions of legitimacy and urgency. We find that arts managers often must wrestle with competing agendas around creative autonomy and the low‐risk appetite of their management boards. Our findings highlight the need to re‐align, particularly in small‐ and medium‐sized organisations, the organisational needs of arts managers with corporate governance arrangements, without detracting from creative endeavours.     

Who Owns Education? Cleavage Structures in the Partisan Competition over Educational Expansion

This article addresses the issue of how to explain institutional change in national political economies. Within an actor-centred institutionalist theoretical framework, it explores the utility of a coalitional explanation for changes in the financial and corporate governance systems of Italy. Finance and corporate governance are useful foci for understanding change and the evolutionary direction of national political economies as a whole because, first, national and European reformers have focused a great deal of their energy on transforming financial market structures and corporate governance and, second, the regulation of finance and corporate governance is increasingly important as a means for states to exert influence over their economies. The paper finds considerable change in Italian capitalism as a result of successful elite reformers, party system changes, and the emergence of a reform coalition. However, change is limited and Italy retains a distinctive model of capitalism.     

Uniformity as response to soft law: Evidence from compliance and non‐compliance with the Dutch corporate governance code

The objective of the paper is to examine how firms have dealt with the trade‐off between flexibility and uncertainty that is characteristic for the decision‐making of firms in coping with self‐regulatory initiatives in general and the comply‐or‐explain principle in corporate governance in particular. Using unique data for 126 listed Dutch firms, we find that firms respond to this self‐regulatory initiative by largely complying with the code recommendation, possibly out of fear that the firm's reputation may be damaged. Furthermore, we find evidence suggesting that firms confine themselves to adopting a specific set of code recommendations and use similar arguments to explain non‐compliance. Our findings indicate uniformity in adopting the standard of good governance which is not in line with the logic of corporate governance codes and casts doubt on the effectiveness of this form of soft law. Overall, the paper's findings indicate that more restrictive (regulatory) instruments may be necessary to make firms conform to the spirit of codes.     

从制度主义转向行动主义的社会治理--读张康之教授《公共行政的行动主义》

近代以来的社会治理突出了制度主义的逻辑，社会治理的一切活动都是在制度的框架下开展的。制度主义逻辑中的社会治理依附于中心—边缘的社会结构，政府位于社会治理的中心，通过制度对社会进行普遍性的统一的治理，结果却在对技术理性的追求中把社会治理导向了精英治理的格局。自20世纪80年代起，人类社会进入了高度复杂性与高度不确定性的历史阶段，政府垄断社会治理的局面受到了挑战，依靠制度的社会治理出现了失灵，因而需要谋求新型社会治理模式的建构。就现实的社会治理过程来看，由于社会治理主体的多元化，行动与制度之间的逻辑关系被重置。民主的内涵从制度转向行动，专注于行动会把社会治理引向合作治理的方向。张康之教授的《公共行政的行动主义》为我们展示了社会治理从制度主义到行动主义的转向，并创造性地描述了走向合作治理的图景。     

Coming to grips with corporate governance in local government

Local government, the tier of government closest to the people, provides services and infrastructure which impact daily on the well‐being of local communities. Despite the Australian state‐based regulatory framework, governance dysfunction regularly results in dismissal of councils. This paper seeks to gain an insight into what is understood by corporate governance at the local government level, an area not addressed in previous research. The methodology was a case study of one local municipality in Tasmania using explanatory sequential mixed methods. Findings revealed a narrow compliance‐based understanding, with effective accountability strategies not included in that understanding. Diverse information sources, such as previous employment experience and industry‐based training, led to embedded beliefs about the meaning of corporate governance which were not necessarily shared by all. This study has implications for state governments seeking to find long‐term solutions for dysfunctional councils, and to bring about positive change.     

The Effect of the Reform of Canadian State-Owned Enterprises on Major Corporate Governance Mechanisms

Corporate governance is nowadays one of the most discussed topics by academics, practitioners and regulators. Most of the discussion is targeted at publicly held corporations. The present research deals with the issue of governance in the public sector and more specifically in state-owned enterprises (SOEs). We investigate the effect of the reform of Canadian SOEs on the characteristics of boards and board committees.
Our results seem to confirm the presence of significant adjustments in board characteristics following two major events in the reform: commercialisation and privatisation. In both cases, boards have on average evolved towards a set of structures and mechanisms that have the potential to improve independence and governance. This study sheds new lights on the process of adjusting corporate governance mechanisms to new strategies and to new environments.     

Corporations at a crossroads: How multilevel governance interactions shape participation and effort in private governance regimes

This article argues that the interactions between firm agency in corporate management and the multilevel governance structures in which firms operate condition firms' participation and effort in private governance regimes. Empirically, I examine the Fortune Global 500 firms' decisions about participation and the extent of participation in the Carbon Disclosure Project during 2011–2015. Given firms' strategic considerations, the efficacy of corporate management structures and practices is conditioned by domestic regulatory and global regime contexts, and this efficacy varies across developed and developing countries. In developed countries, corporate, domestic, and global governance positively reinforce each other as drivers of private regulation on climate change. These governance levels are complements not substitutes. By contrast, the main drivers of participation and effort in developing countries are corporate management structures and practices, the stringency of domestic regulatory institutions, and their interactions. This article's results are robust to alternative specifications, including an alternative modeling approach.     

Maximizing shareholder value: a new ideology for corporate governance

The decade-long boom in the US stock market and the more recent boom in the US economy have fostered widespread belief in the economic benefits of the maximization of shareholder value as a principle of corporate governance. In this paper, we provide an historical analysis of the rise of shareholder value as a principle of corporate governance in the United States, tracing the transformation of US corporate strategy from an orientation towards retention of corporate earnings and reinvestment in corporate growth through the 1970s to one of downsizing of corporate labour forces and distribution of corporate earnings to shareholders over the past two decades. We then consider the recent performance of the US economy, and raise questions about the relation between the maximization of shareholder value and the sustainability of economic prosperity.     

Corporate Governance and Corruption: A Cross-Country Analysis

Because the empirical literature on the causes of corruption has focused primarily on the demand side of corruption, that is, the corrupt officials who receive bribe payments, the role of the private sector as the supply side of corruption has not been examined thoroughly in this literature. In this article, it is argued that corporate governance is among the important factors determining the level of corruption. Using a cross-country data set, hypotheses that explicitly link various measures of corporate governance to the level of corruption are tested. The results show that corporate governance standards can have profound impacts on the effectiveness of the global anticorruption campaign.     

Monopoly Money: Foreign Investment and Bribery in Vietnam,a Survey Experiment

Prevailing work argues that foreign investment reduces corruption, either by competing down monopoly rents or diffusing best practices of corporate governance. We argue that the mechanisms generating this relationship are not clear because the extant empirical work is too heavily drawn from aggregations of total foreign investment entering an economy. Alternatively, we suggest that openness to foreign investment has differential effects on corruption even within the same country and under the same domestic institutions over time. We argue that foreign firms use bribes to enter protected industries in search of rents, and therefore we expect variation in bribe propensity across sectors according to expected profitability. We test this effect using a list experiment embedded in three waves of a nationally representative survey of 20,000 foreign and domestic businesses in Vietnam, finding that the effect of economic openness on the probability to engage in bribes is conditional on policies that restrict investment.     

Governance Issues for Public Sector Boards

The push to apply corporate governance arrangements from the private sector into the public sector is a manifestation of the ongoing search for ways to improve accountability and performance. This small interview study reports on the experience of senior Commonwealth public servants and board directors trying to work within the corporate governance frameworks set out in the Commonwealth Authorities and Companies Act (1997) and the Financial Management and Accountability Act (1997). It suggests that lines of accountability can be blurred, formal authority can be subverted, and safeguards to protect the public interest, against harms such as political patronage, may be weak or absent. Many agencies do not have appropriate procedures for assessing their own governance arrangements. There is considerable resistance to the notion that a central authority should be established with the dedicated purpose of overseeing governance arrangements and practices in the Commonwealth.     

Why Do Private Governance Organizations Not Converge? A Political–Institutional Analysis of Transnational Labor Standards Regulation

Voluntary governance arrangements focusing on responsible business behavior have proliferated over the past decades, and in many sectors of industry, different governance organizations now compete for business participation. This private governance competition has negative consequences for the effective functioning of these arrangements. In the literature up until now, optimism prevails on how a process of policy convergence between organizations may come about that would solve some of the problems that arise because of this competition. It is remarkable, however, that in one of the key industries referred to in this literature, the garments industry, convergence is virtually absent. This article explains why this is so and suggests that next to three existing approaches to the evolution and possible convergence of private governance organizations, actually a fourth, pessimistic type should be introduced, taking into account the evolution and perseverance of political difference between interest groups creating and supporting private governance arrangements.     

How do interests,ideas, and institutions affect multisectoral governance? The case of tobacco governance in two Pacific small island developing states

Multisectoral governance has been recognized to be vital to regulate harmful commodity industries, yet countries struggle with reaching policy coherence due to government agencies' conflicting mandates and industry interference. Limited empirical evidence is available on how interests, ideas, and institutions intersect and influence multisectoral governance in low- and middle-income countries, particularly in Pacific small island developing states (PSIDS), often exploited by vested industry interests and whose non-communicable disease crisis commands urgent action to regulate harmful commodities. This study assessed the ways interests, ideas, and institutions intersect and shape multisectoral tobacco governance in PSIDS. Interviewee data collected in Fiji and Vanuatu show that the idea of individual responsibility, the limited recognition of commercial determinants of health, the centralization of authority, and the vulnerabilities of small island developing states, (including small population, land, economy, geographic isolation, and status as a developing economy), prevent these states from achieving policy coherence in multisectoral tobacco governance.     

Does corporate governance affect CEO compensation in Indian manufacturing firms?

This study examines the effects of (a) chief executive officers (CEO) pay dynamics, (b) corporate governance characteristics, and (c) the impact of environmental, social, and governance disclosure practices on CEO compensation. Data of 282 Indian manufacturing firms were collected from Bloomberg database from 2013–14 to 2018–19. This study uses Generalized Method of Moments estimation technique to assess the impact of corporate governance on CEO compensation. The empirical estimates reveal that increase in board size, board independence, women director in board, CEO duality, and institutional holdings reduced CEO compensation. Furthermore, the environmental, social, and governance disclosure confirmed that higher firm disclosures help to streamline CEO compensation. It has also been found that CEOs' current compensation is affected by their previous pay. This study corroborates the objectives of Companies Act 2013 to streamline the governance practices for optimizing CEO compensation.     

Governance reforms and public acceptance of regulatory decisions: Cross-national evidence from linked survey experiments on pesticides authorization in the European Union

Do governance reforms affect public acceptance of regulatory decisions, and if so, how? We tackled this critical but under-studied question through a pair of linked survey experiments on public attitudes toward the reform of European Union (EU) pesticides regulation among a representative sample of the adult population in six EU member states. We tested the expectation that citizens are more likely to accept a regulatory decision that runs counter to their prior policy preferences if it is taken under a procedure they support. We first conducted a conjoint experiment to study whether the specific design of decision-making procedures impacts public support for EU pesticide regulation. In a second linked experiment, we asked respondents whether farmers should be allowed to use glyphosate, the best known and most controversial pesticide. We then asked respondents if they would accept an authorization decision on glyphosate contrary to their prior expressed preference if it were taken under a decision-making procedure they supported. The results demonstrate that a regulatory decision-making procedure respondents support increases their willingness to accept a hypothetical authorization decision contrary to their prior expressed preference. Contrary to the findings of previous research, our study thus provides strong evidence that governance reforms supported by citizens can enhance acceptance of controversial regulatory decisions, even on politicized issues such as pesticides authorization.