Showing papers on "Corporate governance published in 2001"

Corporate Social Responsibility: a Theory of the Firm Perspective

Abstract: We outline a supply and demand model of corporate social responsibility (CSR). Based on this framework, we hypothesize that a firm's level of CSR will depend on its size, level of diversification, research and development, advertising, government sales, consumer income, labor market conditions, and stage in the industry life cycle. From these hypotheses, we conclude that there is an “ideal” level of CSR, which managers can determine via cost-benefit analysis, and that there is a neutral relationship between CSR and financial performance.

Value creation in E-business

Abstract: We explore the theoretical foundations of value creation in e-business by examining how 59 American and European e-businesses that have recently become publicly traded corporations create value. We observe that in e-business new value can be created by the ways in which transactions are enabled. Grounded in the rich data obtained from case study analyses and in the received theory in entrepreneurship and strategic management, we develop a model of the sources of value creation. The model suggests that the value creation potential of e-businesses hinges on four interdependent dimensions, namely: efficiency, complementarities, lock-in, and novelty. Our findings suggest that no single entrepreneurship or strategic management theory can fully explain the value creation potential of e-business. Rather, an integration of the received theoretical perspectives on value creation is needed. To enable such an integration, we offer the business model construct as a unit of analysis for future research on value creation in e-business. A business model depicts the design of transaction content, structure, and governance so as to create value through the exploitation of business opportunities. We propose that a firm's business model is an important locus of innovation and a crucial source of value creation for the firm and its suppliers, partners, and customers. Copyright © 2001 John Wiley & Sons, Ltd.

Boards of Directors as an Endogenously Determined Institution: A Survey of the Economic Literature

Abstract: This paper surveys the economic literature on boards of directors. Although a legal requirement for many organizations, boards are also an endogenously determined governance mechanism for addressing agency problems inherent to many organizations. Formal theory on boards of directors has been quite limited to this point. Most empirical work on boards has been aimed at answering one of three questions: 1) How are board characteristics such as composition or size related to profitability? 2) How do board characteristics affect the observable actions of the board? 3) What factors affect the makeup of boards and how they evolve over time? The primary findings from the empirical literature on boards are: Board composition is not related to corporate performance, while board size has a negative relation to corporate performance. Both board composition and size are correlated with the board's decisions regarding CEO replacement, acquisitions, poison pills, and executive compensation. Finally, boards appear to evolve over time as a function of the bargaining power of the CEO relative to the existing directors. Firm performance, CEO turnover, and changes in ownership structure appear to be important factors affecting changes to boards.

From State to Market: A Survey of Empirical Studies on Privatization

Abstract: This study surveys the literature examining the privatization of state-owned enterprises (SOEs) We review the history of privatization, the theoretical and empirical evidence on the relative performance of state owned and privately owned firms, the types of privatization, if and by how much privatization has improved the performance of former SOEs in non-transition and transition countries, how investors in privatizations have fared, and the impact of privatization on the development of capital markets and corporate governance. In most settings privatization "works" in that the firms become more efficient, more profitable, and financially healthier, and reward investors.

Value Maximisation, Stakeholder Theory, and the Corporate Objective Function

Abstract: This paper examines the role of the corporate objective function in corporate productivity and efficiency, social welfare, and the accountability of managers and directors. I argue that since it is logically impossible to maximise in more than one dimension, purposeful behaviour requires a single valued objective function. Two hundred years of work in economics and finance implies that in the absence of externalities and monopoly (and when all goods are priced), social welfare is maximised when each firm in an economy maximises its total market value. Total value is not just the value of the equity but also includes the market values of all other financial claims including debt, preferred stock, and warrants. In sharp contrast stakeholder theory, argues that managers should make decisions so as to take account of the interests of all stakeholders in a firm (including not only financial claimants, but also employees, customers, communities, governmental officials and under some interpretations the environment, terrorists and blackmailers). Because the advocates of stakeholder theory refuse to specify how to make the necessary tradeoffs among these competing interests they leave managers with a theory that makes it impossible for them to make purposeful decisions. With no way to keep score, stakeholder theory makes managers unaccountable for their actions. It seems clear that such a theory can be attractive to the self interest of managers and directors. Creating value takes more than acceptance of value maximisation as the organisational objective. As a statement of corporate purpose or vision, value maximisation is not likely to tap into the energy and enthusiasm of employees and managers to create value. Seen in this light, change in long-term market value becomes the scorecard that managers, directors, and others use to assess success or failure of the organisation. The choice of value maximisation as the corporate scorecard must be complemented by a corporate vision, strategy and tactics that unite participants in the organisation in its struggle for dominance in its competitive arena. A firm cannot maximise value if it ignores the interest of its stakeholders. I offer a proposal to clarify what I believe is the proper relation between value maximisation and stakeholder theory. I call it enlightened value maximisation, and it is identical to what I call enlightened stakeholder theory. Enlightened value maximisation utilises much of the structure of stakeholder theory but accepts maximisation of the long run value of the firm as the criterion for making the requisite tradeoffs among its stakeholders. Managers, directors, strategists, and management scientists can benefit from enlightened stakeholder theory. Enlightened stakeholder theory specifies long-term value maximisation or value seeking as the firm’s objective and therefore solves the problems that arise from the multiple objectives that accompany traditional stakeholder theory. I also discuss the Balanced Scorecard, the managerial equivalent of stakeholder theory. The same conclusions hold. Balanced Scorecard theory is flawed because it presents managers with a scorecard which gives no score—that is, no single-valued measure of how they have performed. Thus managers evaluated with such a system (which can easily have two dozen measures and provides no information on the tradeoffs between them) have no way to make principled or purposeful decisions. The solution is to define a true (single dimensional) score for measuring performance for the organisation or division (and it must be consistent with the organisation’s strategy). Given this we then encourage managers to use measures of the drivers of performance to understand better how to maximise their score. And as long as their score is defined properly, (and for lower levels in the organisation it will generally not be value) this will enhance their contribution to the firm.

The Great Reversals: The Politics of Financial Development in the 20th Century

Abstract: Indicators of the development of the financial sector do not improve monotonically over time. In particular, we find that by most measures, countries were more financially developed in 1913 than in 1980 and only recently have they surpassed their 1913 levels. This pattern cannot be explained by structural theories that attribute cross-country differences in financial development to time-invariant factors, such as a country's legal origin or culture. We propose an "interest group" theory of financial development where incumbents oppose financial development because it breeds competition. The theory predicts that incumbents' opposition will be weaker when an economy allows both cross-border trade and capital flows. This theory can go some way in accounting for the cross-country differences and the time series variation of financial development. When we recognize that different kinds of institutional heritages afford different scope for private interests to express themselves, we obtain a synthesis between the structural theories and private interest theory, which is supported by the data.

Dividends and expropriation

Abstract: Whereas most U.S. corporations are widely held, the predominant form of ownership in East Asia is control by a family, which often supplies a top manager. These features of "crony capitalism" are actually more pronounced in Western Europe. In both regions, the salient agency problem is expropriation of outside shareholders by controlling shareholders. Dividends provide evidence on this. Group-affiliated corporations in Europe pay higher dividends than in Asia, dampening insider expropriation. Dividend rates are higher in Europe, but lower in Asia, when there are multiple large shareholders, suggesting that they dampen expropriation in Europe, but exacerbate it in Asia. (JEL G34, G35) Failures in East Asian corporate governance have recently attracted wide attention through being blamed for the East Asian financial crisis. Based only on journalistic anecdotes, the accusations of "crony capitalism" met regional scepticism and are now being shrugged off as East Asian economies recover. This paper provides a comprehensive analysis of the ownership and control structure of East Asian corporations, with West European corporations as benchmarks. We document that the problems of East Asian corporate governance are, if anything, more severe and intractable than suggested by commentators at the height of the financial crisis. These problems we locate in an extraordinary concentration of control, whereby eight groups control more than one-quarter of the corporations in the nine most advanced East Asian economies. This control is obscured behind layers of corporations, hence insulated against the forces of competition on less-thantransparent capital markets. By examining how dividend behavior is related to the structure of ownership and control, we find evidence of systematic expropriation of the outside shareholders of corporations at the base of extensive corporate pyramids. Thus, the controlling share

Ownership Structure, Corporate Governance, and Firm Value: Evidence from the East Asian Financial Crisis

Abstract: We study the effect of ownership structure on firm value during the East Asian financial crisis that began in July 1997. The crisis represents a negative shock to the investment opportunities of firms in these markets that raises the incentives of controlling shareholders to expropriate minority shareholders. Moreover, the large separation between cash flow and control rights that often arise from the use of pyramidal ownership structures and cross-holdings in these markets suggests that insiders have both the incentive and the ability to engage in expropriation. Using data from over 800 firms in eight East Asian countries, we find evidence consistent with this view. Tobin's Q ratios of those firms in which minority shareholders are potentially most subject to expropriation decline twelve percent more than Q ratios in other firms during the crisis period. A similar result holds for stock returns - firms in which minority shareholders are most likely to experience expropriation underperform other firms by about nine percent per year during the crisis period. Further, during the pre-crisis period we find no evidence that firms with a separation between cash flow rights and control rights exhibit performance changes different from firms with no such separation. All of these results are robust to controls for country and industry effects, as well as proxies for differences in risk across firms and the strength of the country's legal institutions. The evidence indicates that corporate ownership structure plays an important role in determining the incentives of insiders to expropriate minority shareholders during the times of declining investment opportunities. Our results add to the literature that examines the link between ownership structure and firm performance and provide additional guidance to policymakers engaged in the ongoing debate about the proper role and design of corporate governance features and legal institutions in developing economies.

Corporate identity, corporate branding and corporate marketing ‐ Seeing through the fog

Abstract: Outlines 15 explanations for the fog which has enveloped the nascent domains of corporate identity and corporate marketing. However, the fog surrounding the area has a silver lining. This is because the fog has, unwittingly, led to the emergence of rich disciplinary, philosophical as well as “national”, schools of thought. In their composite, these approaches have the potential to form the foundations of a new approach to management which might be termed “corporate marketing”. In addition to articulating the author’s understanding of the attributes regarding a business identity (the umbrella label used to cover corporate identity, organisational identification and visual identity) the author outlines the characteristics of corporate marketing and introduces a new corporate marketing mix based on the mnemonic “HEADS”[2]. This relates to what an organisation has, expresses, the affinities of its employees, as well as what the organisation does and how it is seen by stakeholder groups and networks. In addition, the author describes the relationship between the corporate identity and corporate brand and notes the differences between product brands and corporate brands. Finally, the author argues that scholars need to be sensitive to the factors that are contributing to the fog surrounding corporate identity. Only then will business identity/corporate marketing studies grow in maturity.

Internal Monitoring Mechanisms and CEO Turnover: A Long‐Term Perspective

Abstract: We report evidence on chief executive officer (CEO) turnover during the 1971 to 1994 period. We find that the nature of CEO turnover activity has changed over time. The frequencies of forced CEO turnover and outside succession both increased. However, the relation between the likelihood of forced CEO turnover and firm performance did not change significantly from the beginning to the end of the period we examine, despite substantial changes in internal governance mechanisms. The evidence also indicates that changes in the intensity of the takeover market are not associated with changes in the sensitivity of CEO turnover to firm performance. STOCKHOLDERS RELY ON INTERNAL AND EXTERNAL monitoring mechanisms to help resolve agency problems that arise from the separation of ownership and control in modern corporations. Boards of directors and blockholders are important internal control mechanisms whereas the takeover market is a major source of external control. Both academicians and practitioners have speculated that improvements in corporate governance structures would enhance the internal control mechanisms. For example, Jensen (1993) argues that the corporate governance structures of LBO associations and venture capital funds should be models for corporations that desire more efficient control systems. Among the desirable features Jensen points to are smaller, outsider-dominated boards, and substantial equity ownership by managers and board members. Similarly, Blair (1995) discusses corporate governance reformers who advocate changes like those cited by Jensen as well as greater institutional investor involvement in corporate decisions. In addition to pro

Modernizing Governance: New Labour, Policy and Society

Abstract: Introduction and the Question of Governance Understanding Governance The Dynamics of Institutional Change The Third Way Modernizing Social Democracy Modernizing Government The Politics of Reform Modernising Services The Politics of Performance Joined Up Government The Politics of Partnership Public Participation The Politics of Representation Remaking Civil Society The Politics of Inclusion Conclusion The Politics of Governance

What do we mean by corporate social responsibility

Abstract: There have long been conflicting expectations of the nature of companies’ responsibilities to society. However, for those businesses that do undertake what might be termed “corporate social responsibility”, what is actually socially responsible behaviour as opposed to management of corporate image management or other activity aimed predominantly at business benefits? This article reviews definitions of corporate social responsibility from both practice and the literature and looks at theories to explain why such behaviour takes place. The literature has strong divides between normative or ethical actions and instrumental activities. The article concludes by posing the question of when instrumental activities become business activities rather than largely social responsibility.

From State to Market: A Survey of Empirical Studies on Privatization

Abstract: This study surveys the literature examining the privatization of state-owned enterprises(SOEs). We overview the history of privatization, the theoretical and empirical evidence on the relative performance of state owned and privately owned firms, the types of privatization, if and by how much has privatization improved the performance of former SOEs in both non-transition and transition countries, how investors in privatizations have fared, the impact of privatization on the development of capital markets and corporate governance. We concentrate on the empirical evidence on the effects of privatization on firm performance. In most setting privatization "works" in that the firms become more efficient, more profitable, financially healthier, and reward investors. While this holds in both transition and non-transition economies, there is more variation in transition economies. Especially in transition economies, the identity of the new owners and managers is important in determining post-privatization performance.

Corporate reputation: Seeking a definition

Abstract: This article reviews different viewpoints in the marketing literature in an attempt to clearly define the concept of corporate reputation and identify its relationship with corporate image. Definitions offered for the term corporate reputation by marketing academics and practitioners are therefore merged into two dominant schools of thought. These include the analogous school of thought, which views corporate reputation as synonymous with corporate image, and the differentiated school of thought, which considers the terms to be different and, according to the majority of the authors, interrelated. This article argues that on balance, the weight of literature suggests that there is a dynamic, bilateral relationship between a firm’s corporate reputations and its projected corporate images. Future research is therefore encouraged to explore how corporate reputations influence and are influenced by all the ways in which the company projects its images: its behaviour, communication and symbolism.

Financial Accounting Information and Corporate Governance

Abstract: This paper reviews and proposes additional research concerning the role of publicly reported financial accounting information in the governance processes of corporations. We first review and analyze research on the use of financial accounting measures in managerial incentive plans and explore future research directions. We then propose that governance research be extended to explore more comprehensively the use of financial accounting information in additional corporate control mechanisms, and suggest opportunities for expanding such research in the U.S. and abroad, including the consideration of interactions among control mechanisms. We also propose research to investigate more directly the effects of financial accounting information on economic performance through its role in governance and more generally using a cross-country approach.

Aid Dependence and the Quality of Governance: Cross-Country Empirical Tests

Abstract: Aid dependence can potentially undermine the quality of governance and public sector institutions by weakening accountability, encouraging rent-seeking and corruption, fomenting conflict over control of aid funds, siphoning off scarce talent from the bureaucracy, and alleviating pressures to reform inefficient policies and institutions. Analyses of cross-country data in this paper provide evidence that higher aid levels erode the quality of governance, as measured by indices of bureaucratic quality, corruption, and the rule of law. These findings support the need for donors to develop less costly and less intrusive ways of disseminating state-of-the-art knowledge on public sector reform in developing countries.

The Corporate Objective Revisited

Abstract: In this we paper we explain why maximizing shareholder value should be the sole objective function for governing the corporation and why that objective function is, on balance, good for all stakeholders. Shareholder value maximization is the ideal corporate goal because it is the best among all available alternatives for governing the corporation and, therefore, one that makes the most sense for managers formulating and implementing strategy. We construct a set of five normative arguments for the shareholder value maximization view. To support our position we trace the origins of the corporate governance debate from the late nineteenth century and its resulting implications for accepted corporate law and practice of corporate governance in the United States. We examine the debate as reflected in the shareholder/stakeholder arguments in the management and strategy literatures, and the contractarian/communitarian arguments as reflected in the legal literature.

Corporate Governance and Merger Activity in the United States: Making Sense of the 1980s and 1990s

Abstract: Corporate governance in the United States changed dramatically throughout the 1980s and 1990s. Before 1980, corporate governance—meaning the mechanisms by which corporations and their managers are governed—was relatively inactive. Then, the 1980s ushered in a large wave of merger, takeover and restructuring activity. This activity was distinguished by its use of leverage and hostility. The use of leverage was so great that from 1984 to 1990, more than $500 billion of equity was retired on net, as corporations repurchased their own shares, borrowed to finance takeovers, and were taken private in leveraged buyouts. Corporate leverage increased substantially. Leveraged buyouts were extreme in this respect with debt levels typically exceeding 80 percent of total capital. The 1980s also saw the emergence of the hostile takeover and the corporate raider. Raiders like Carl Icahn and T. Boone Pickens became household names. Mitchell and Mulherin (1996) report that nearly half of all major U.S. corporations received a takeover offer in the 1980s. In addition, many firms that were not taken over restructured in response to hostile pressure to make themselves less attractive targets. In the 1990s, the pattern of corporate governance activity changed again. After a steep but brief drop in merger activity around 1990, takeovers rebounded to the levels of the 1980s. Leverage and hostility, however, declined substantially. At the same time, other corporate governance mechanisms began to play a larger role,

Decoupling policy from practice: The case of stock repurchase programs

Abstract: This study examines firms' decoupling of informal practices from formally adopted policies through analysis of the implementation of stock repurchase programs by large U.S. corporations in the late...

Governance in global value chains

Abstract: Summaries The concept of ‘governance’ is central to the global value chain approach. This article explains what it means and why it matters for development research and policy. The concept is used to refer to the inter‐firm relationships and institutional mechanisms through which non‐market co‐ordination of activities in the chain takes place. This co‐ordination is achieved through the setting and enforcement of product and process parameters to be met by actors in the chain. In global value chains in which developing country producers typically operate, buyers play an important role in setting and enforcing these parameters. They set these parameters because of the (perceived) risk of producer failure. Product and process parameters are also set by government agencies and inter‐national organisations concerned with quality standards or labour and environmental standards. To the extent that external parameter setting and enforcement develop and gain credibility, the need for governance by buyers within the chain will decline.

A Public Role for the Private Sector: Industry Self-Regulation in a Global Economy

Abstract: Increasing economic competition combined with the powerful threat of transnational activism are pushing firms to develop new political strategies. Over the past decade a growing number of corporations have adopted policies of industry self-regulation --corporate codes of conduct, social and environmental standards, and auditing and monitoring systems. A Public Role for the Private Sector explores the phenomenon of industry self-regulation through three different cases --environment, labor, and information privacy --where corporate leaders appear to be converging on industry self-regulation as the appropriate response to competing pressures. Political and economic risks, reputational effects, and learning within the business community all influence the adoption of a self-regulatory strategy, but there are wide variations in the strength and character of it across industries and issue areas. Industry self-regulation raises significant questions about the place of the private sector in regulation and governance, and the accountability, legitimacy and power of industry at a time of rapid globalization.

Corporate Social and Financial Performance: An Investigation in the U.K. Supermarket Industry

Abstract: The comparison of corporate social performance with corporate financial performance has been a popular field of study over the past 25 years. The results, while broadly conclusive of a positive relationship, are not entirely consistent. In addition, most of the previous studies have concentrated on large-scale cross-industry studies and often with a single variable for corporate social performance, in order to produce statistically significant results. This weakens the richness of understanding that might be obtained from a single industry study with multiple social variables, which would also allow investigation of inter-relationships between individual and sub-sets of social performance measures and between individual and sub-sets of social performance and financial performance measures. There have also been criticisms that the results lack a rigorous theoretical basis, and the paper demonstrates clearly how stakeholder theory must form the basis for this area of research. Following a review of the literature this paper presents the initial findings from a study of the U.K. Supermarket industry which suggest that contemporaneous social and financial performance are negatively related, while prior-period financial performance is positively related with subsequent social performance. Positive relationships between both age and size of the company with social performance are also found.

Boards of Directors as an Endogenously Determined Institution: A Survey of the Economic Literature

Abstract: This paper surveys the economic literature on boards of directors. Although a legal requirement for many organizations, boards are also an endogenously determined governance mechanism for addressing agency problems inherent to many organizations. Formal theory on boards of directors has been quite limited to this point. Most empirical work on boards has been aimed at answering one of three questions: 1) How are board characteristics such as composition or size related to profitability? 2) How do board characteristics affect the observable actions of the board? 3) What factors affect the makeup of boards and how they evolve over time? The primary findings from the empirical literature on boards are: Board composition is not related to corporate performance, while board size has a negative relation to corporate performance. Both board composition and size are correlated with the board's decisions regarding CEO replacement, acquisitions, poison pills, and executive compensation. Finally, boards appear to evolve over time as a function of the bargaining power of the CEO relative to the existing directors. Firm performance, CEO turnover, and changes in ownership structure appear to be important factors affecting changes to boards.

Local governance in Western Europe

Abstract: Book synopsis: `Its strength lies in combining theoretical insights with an impressive range of empirical material. The analysis is subtle and multi-layered.... This is a timely and important book' - Political Studies `Local governance have gained massive attention among scholars and practitioners during the past several years. Peter John's book fills a void in the literature by tracing the historical roots of local governance and by placing his findings in a comparative perspective' - Professor Jon Pierre, University of Gothenburg, Sweden `Peter John has produced a fascinating and stimulating book in which he assesses current developments in urban politics and local government in Europe and suggests how these changes are leading to different patterns of sub-national territorial politics in the EU today. What he has to say is of important interest to all students of local government; comparative politics and of territorial politics more generally' - Michael Goldsmith, University of Salford `this book offers a fascinating comparative analysis... themes such as New Public Management, globalisation, regionalism and privatisation will be relevant to numerous courses in government, politics, public administration and public policy' - West European Politics This text provides a comprehensive introduction to local government and urban politics in contemporary Western Europe. It is the first book to map and explain the change in local political systems and to place these in comparative context. The book introduces students to the traditional structures and institutions of local government and shows how these have been transformed in response to increased economic and political competition, new ideas, institutional reform and the Europeanization of public policy. At the book's core is the perceived transition from local government to local governance. The book traces this key development thematically across a wide range of West European states including: Belgium, France, Greece, Italy, Germany, the Netherlands, Norway, Portugal, Spain and the United Kingdom.