The first purpose of this paper is to design a model of governance structure, called the contingent governance, which can control the free-riding problem in teams in the second-best manner. The second is to show, by a new method of comparative static analysis, that the effectiveness of the contingent governance may be enhanced by complementary institutional arrangements of the imperfect labor market and bank-centered financial system. The paper discusses the implications of such institutional complementarity for the dynamic change of the Japanese main bank system and financial system design of transitional economies. Copyright 1994 by Economics Department of the University of Pennsylvania and the Osaka University Institute of Social and Economic Research Association.

The contingent governance of teams: analysis of institutional complementarity

In today’s world, a sustainable approach to corporate governance can be a source of competitive advantage and a long-term success factor for any firm. Sustainable governance requires that the board of directors considers economic, social and environmental expectations in an integrated way, no matter what ownership structure and formal rules of corporate governance apply to the company: this mitigates the traditional differences between insider and outsider systems of corporate governance. Previous studies failed to consider the contribution of sustainability in the process of corporate governance convergence. Therefore, the aim of this article is to fill the gap in the existing literature by means of a qualitative analysis, supporting the international debate about convergence of corporate governance systems. The article describes the evolution of outsider and insider systems in the light of the increasing importance of sustainability in the board’s decision-making and firm’s operation to satisfy the needs of all the company’s stakeholders. According to this, a qualitative content analysis developed with a directed approach completes the theoretical discussion, demonstrating that sustainability can bring de facto convergence between outsider and insider corporate governance systems. The article aims to be a theoretical starting point for future research, the findings of which could also have practical implications: the study encourages the policy makers to translate the sustainable business best practices into laws and recommendations, strengthening the mutual influence between formal and substantial convergence.

Sustainability and Convergence: The Future of Corporate Governance Systems?

..................................................................................................i DECLARATION AND COPYRIGHT .............................................................................. iv DEDICATION................................................................................................v ACKNOWLEDGEMENTS .............................................................................................. vi CHAPTER 1..................................................................................................

Corporate governance and financial performance : a study of companies listed on the Johannesburg Stock Exchange

Purpose – This paper aims to understand the determinants of board structure of listed firms at institutional, industry and firm levels within an emerging economy. At the institutional level, the paper explores laws, managerial culture and the role of state in instituting and endorsing corporate governance practices. At the firm level, ownership patterns (family and non-family), experience in the capital markets, age and size of the firms are studied to find out the relation between these variables and the board structure. Design/methodology/approach – The research domain of the study is listed firms operating on the Istanbul Stock Exchange. The data for the study are collected at two phases; at the first phase, compliance reports, annual reports, articles of association and annual shareholders’ meeting reports of each firm in the sample are analyzed. At the second stage, secondary data are used for understanding the dynamics of Turkish institutional context. Findings – The results of this study reveal tha...

Board structure in listed firms: evidence from an emerging economy

This paper aims to contribute to research on corporate governance in regulated sectors, with emphasis in the field of activity of foreign investors through the ownership structure and legal system that regulates companies in Brazil.,In the first moment, the investigation had a quantitative approach of relational nature. Based on the data about the valuation of actions, statistical methods were applied to a secondary database containing measurable information provided by the organizations that operate the Brazilian stock-market and documentary evidence provided by the companies. In the second moment, a qualitative approach was adopted, resorting on the use of semi-structured interviews with investors and agents of the sector.,The results lead to two paths: presenting the perspective that foreign investors play a key role in improving governance practices because foreign ownership mitigates agency problems, provides adequate follow-up and optimizes the use of corporate resources; and evidencing the existence of a mitigation of operational risks in the face of the various obligations imposed by the concession contract with the regulatory agency, without direct interference under the ownership structure of regulated companies.,The literature portrays a distinct economic scenario in Brazil, where stock control is pulverized and mechanisms of corporate governance and scope of action of investors and regulated sectors are well-defined and implemented.,A great part of the studies from this field discusses the same object: the impact of the adoption of corporate governance mechanisms on selected efficiency indicators or on the value of the companies' actions. This investigation, on the other hand, targeted a differentiated approach so that its contribution would lie in the investigation under the influence of the regulation on the legal attributions and the performance of the investors how many conflicts between the other shareholder/regulatory body, as the control measures import by the regulatory agent the concessionaires of the Brazilian highways and transportation sector.,The identification of the presence of foreign investors as a determinant for: better performance of companies in Brazilian regulated sector in terms of market valuation; better mitigation of requirements with the regulatory framework for the agencies that regulate the concession sector, targeting a reduction in the asymmetry of information and transparency among all stakeholders.,The fact that Brazil is an emerging country that lacks a rigid legal system and corruption-control measures in corporate environments and public sectors, stresses the importance of the application of the “Best Codes of Corporate Governance Practices” in the main developed countries. This also stresses the need for effective supervisory bodies that contribute to a better financial performance of companies, guaranteeing investors the legal system.

Foreign investors? The effects of the property structure and legal system as mechanisms of corporate governance in Brazilian regulated companies

Purpose – This review paper aims to compare the various dimensions in the finance literature pertaining to the Anglo-Saxon Model (Stockholder Model) prevalent in the USA and the UK with the German Model (Stakeholder Model) of corporate governance prevalent in Germany and continental Europe. The present study identifies different strands of research on the various dimensions of these models, along with aspects of governance in emerging economies and the phenomenon of the convergence of these governance mechanisms. Design/methodology/approach – The literature review on corporate governance models has been carried out on the themes of internal and external governance mechanisms. The review considers agency theory along with principal–principal (PP) conflicts as the fundamental blocks explaining the need for governance structures. Findings – The traditional models of governance, along with the incorporation of PP conflicts, will result in a hybrid model inculcating the best of both the traditional models. How...

Divergence or convergence: paradoxes in corporate governance?

Abstract Globally, the unravelling of the corporate scandals leading to big multinational firms stumbling down to bankruptcy suits caused enormous loss of wealth to the investors. This study explores how the earnings management and capital structure can signal an early stage of the distressed financial condition of firms during the firm life cycle in Indian listed companies. The sample firms for the study are the non-financial firms listed on the Bombay Stock Exchange. The study uses fixed-effects and random-effects analyses. The findings of the study indicate that discretionary accruals quality can predict the early stage of financial distress in the decline stage of firm life cycle. Understanding the information embedded in the discretionary accruals and leverage during various life cycle stages can lead to better investing, financing, operating and policy-related decisions. This study provides novel insights into the relationship between earnings management and firm life cycle. Focusing on the inter-relationship between financial distress signalling, earnings management, capital structure and firm life cycle, this work adds significantly to the finance literature.

https://www.tandfonline.com/doi/pdf/10.1080/23322039.2022.2106634?needAccess=true

Ramana Venkata Lellapalli

Papers

Divergence or convergence: paradoxes in corporate governance?

Role of earnings management and capital structure in signalling early stage of financial distress: a firm life cycle perspective