Corporate violations of the law are occurring with increasing frequency and with increasing public attention. Solutions to date have proved ineffectual because of the problem of determining whom is to be punished for the offense of the corporation. Instead of individual jail terms or corporate fines, we propose that the dissolution of the corporation be considered as a more effectual means of conforming corporate behavior to the norms of the legal system.

All kinds of fraud are costly for the people engrossed both financially and often in terms of the time needed to clear their name when illegal use has been made of their personal details. The relationship among ethics, internal control, and fraud is important in the understanding of corporate social responsibility. This article uses an Ethical Process Throughput Model embedded in the Fraud triangle in order to better understand the interconnectedness of ethical positions and internal control systems (...) that handle fraudulent situations. Ethical positions are utilized to underscore how ethical behavioral control systems can be appropriately applied, which can provide unparalleled security, enhanced convenience, heightened accountability, better fraud detection and is very effective in depressing fraud, thereby improving CSR among organizations. (shrink)

We examine corporate governance diversity within a Coasian framework of stakeholder rights, where the central role of governance is to ensure that necessary firm-specific investments are made. This Coasian perspective on stakeholder theory offers a unifying framework towards a global theory of comparative corporate governance, bridging the gap between economic theories of the firm and stakeholder theory, also offering an economics-based alternative to agency theory that explicitly accounts for stakeholder rights. The Coasian perspective encompasses a diversity of (...) class='Hi'>corporate governance systems, but does not imply a unique global corporate governance benchmark. We posit that governance is firm dependent and endogenous conditional on the constraints imposed by a national governance system; consequently, there should be no systematic relationship between governance and firm performance once the national constraints are controlled for. However, the same national corporate governance system constraints confer comparative advantages to firms whose efficient levels of firm-specific investments are favored. (shrink)

Formal control systems are a common instrument to align employees’ interests with those of managers and companies. However, research shows that employees perceive formal controls as a sign of distrust and restraint, which can lead to costs of control in the form of lower employee cooperation and effort. We propose that charitable giving reduces these costs of control. We draw on the halo effect and propose that corporate charitable giving alters employees’ perception of and reaction to (...) formal controls. In a laboratory experiment, we find that charitable giving by a company creates a higher level of employee trust in a manager who decides to implement a control and a more positive assessment of formal control. These positive effects of charitable giving lead to lower costs of control compared to the absence of charitable giving. We thereby provide an example of how charitable giving as a corporate social responsibility activity yields positive benefits by altering the behavior of internal company stakeholders. (shrink)

At the start of the 21st century, Corporate Social Responsibility (CSR) seems to have great potential for innovating business practices with a positive impact on People, Planet and Profit. In this article the differences between the management systems approach of the nineties, and Corporate Social Responsibility are analysed.An analysis is structured around three business principles that are relevant for CSR and management systems: (1) doing things right the first time, (2) doing the right things, and (3) continuous improvement (...) and innovation. Basically CSR is focussing on the second principle, and management systems focus on the first. However, CSR is very likely to build on the management systems as well.From a CSR point of view, the existing generation of management systems with their focus on rational control (= doing things right) can only be of limited use in the development of CSR. However, the preventive rationalities of management systems are important. Values and the principle doing the right things is extremely relevant for CSR. This goes far beyond the present generation of ISO type management systems; opportunities stem from building on TQM approaches like the EFQM Business Excellence model. Continuous improvement and innovation is a permanent challenge underlying the two other business principles, and requires both individual and organisational learning processes. In the present generation of management systems, continuous improvement mainly addresses rational prevention, barely the value aspects of business.For the further development and implementation of CSR, each of the three business management principles are vital. There is a need for a new generation of management systems that addresses the values at stake in strategic decision-making, both at company level and in the behaviour of individuals, while the rationalities of prevention and anticipation are still relevant. In both directions more emphasis for continuous learning and innovation will be needed.CSR is likely to trigger the development of management systems in the directions mentioned. This will support companies to be credible and transparent in improving the performance with respect to people, planet and profit. (shrink)

Corporations have often been taken to be the paradigm of an organization whose agency is autonomous from that of the successive waves of people who occupy the pattern of roles that define its structure, which licenses saying that the corporation has attitudes, interests, goals, and beliefs which are not those of the role occupants. In this essay, I sketch a deflationary account of agency-discourse about corporations. I identify institutional roles with a special type of status function, a status role, in (...) which the collectively accepted function is expressed in part through its occupier’s intentional expression of her agency in that role. I identify institutions as systems of status roles and show how this is compatible with seeing the agency of institutions generally, even over time periods in which there is complete change in role occupiers, as a matter of the contributions only of individual agents. I explain how the reduction of the institution to its members is compatible with its potentially having had a completely different membership. I show in the case of the corporation in particular that, once we see its origins and function, the surface features of legal discourse about corporate agency are misleading and are compatible with a deflationary account of corporate agency. I show in connection with this that the corporation is to be identified with its shareholders, and that where a corporation separates ownership and control, its managers and employees are proxy agents of the shareholders doing business under the corporate form. Finally, I canvass the legitimate ways of construing ordinary talk about corporate intention, belief, and so on, in light of this, none of which support the attribution of genuine agency or intentionality to any group per se associated with the corporation. (shrink)

Despite the opening of the market and partial privatization of state‐owned companies in China, the state still represents the controlling shareholder in larger companies. By analyzing the weaknesses of Chinese corporate governance we illustrate the framework for harmful corruption. China is characterized by a weak legal system and strong influences of traditions such as guanxi. In this article we analyze the influence of guanxi on the Chinese corporate governance system. We find that guanxi is in general (...) a double‐edged sword, but business‐to‐government guanxi in particular can harm the weak Chinese corporate governance system and hamper its further economic development and growth. (shrink)

Institutions of higher education, especially universities, have undergone a gradual transformation in the last 20 years or so under the pressures of accountability-related measures such as the research assessment exercise, quality assurance procedures, outcomes-based teaching and learning, and the university rankings system. These measures have led academic institutions to adopt practices that emphasize corporate management concerns. Universities are no longer regarded as institutions of learning but more as corporate enterprise. One aspect of this transformation is also seen (...) in the implementation of staff appraisal systems and promotion exercises, which are becoming increasingly formal and less transparent, often operating behind closed doors, and privileging increased power to decision-makers. There is a resulting danger of policies and procedures being designed, constructed, and interpreted to assign maximum control to decision-makers over the outcome of such processes. This paper presents analysis of a corpus of policies, rules, and procedures being used in a number of institutions of higher education, focusing on the issues of transparency, power and control in academic appraisals and promotions, to study the extent to which these rules and procedures are likely to make the exercise transparent and assign equitable power and control to the decision-makers as well as to the staff at the receiving end. (shrink)

This article seeks to bring a focus to the significance of trade and finance in corporate governance outcomes. It explores the theoretical and historical link between micro-economic-level firm structure and macro-economic institutions such as trade and finance. The more open the economy, it argues, the more difficult it is in the long run to sustain an insider model. It then argues that changes in interdependent aspects of macro-economic policy in the UK and the US—primarily trade liberalization and the end (...) of capital controls—combined with the presence of developed capital markets and a self-regulatory ethos, allowed institutional investors to refocus the market-level rules on shareholders despite the managerial bias of their legal systems, and enabled the emergence of the outsider shareholder-oriented systems present there today. The article then argues that core insider systems such as those in Germany and France operated with different financing arrangements which meant that they were less susceptible to immediate change. However, in the long run global economic conditions have continued to push shareholder-oriented norms on insider systems. The article concludes that if these conditions persist, then governments will lose, or may indeed already have lost, sovereignty with regard to choice of corporate governance system. (shrink)

Business ethics can be regarded as a field dealing with corporate _self-regulation_ as it relates to the treatment of stakeholders. However, a concern for corporate stakeholders need not take a corporate-centric perspective, as shown by recent efforts (especially Singer in Bus Ethics Q 25(1):65–92, 2015) to situate corporate conduct within Rawls’ political theory. Although Rawls was largely mute on the subject himself, his theory has implications for business ethics and corporate governance more specifically. Given an (...) understanding of a “Rawlsian society” as a whole—where corporations as associations are a part—this paper addresses how a Rawlsian perspective would safeguard against corporate harms in society. We argue that a Rawlsian society would primarily regulate corporate conduct through exogenous constraints in the form of legislation. To the extent that business ethics is concerned with endogenous constraints in the form of corporate-centric self-regulation regarding _stakeholders_, to adopt a Rawlsian perspective is to assume instead a society-centric perspective and to impose exogenous constraints on corporate conduct in the form of legislation for the benefit of _citizens_. In the context of Rawls’ political liberalism, normative concerns in business are accounted for through legislation and the system of background justice. In a clear departure from Singer (Bus Ethics Q 25(1):65–92, 2015, Bus Ethics J Rev 6(3):11–17, 2018a), we further develop our argument to propose that Rawls' theory can be interpreted as providing a rule for corporate governance. The rule—which is imposed exogenously for the good of society—states: After choosing the corporate constraint mechanism (exogenous vs. endogenous) that best promotes the Liberty Principle, choose the corporate control regime (shareholder vs. stakeholder) that maximizes economic efficiency. (shrink)

ABSTRACT:We analyze corporate ethics programs as control systems, arguing that how control is exercised may have pernicious consequences and be morally problematic. In particular, the control cultivated by ethics programs may weaken employees’ ability and motivation to exercise their own moral judgment, especially in novel situations. We develop this argument first by examining how organization theorists analyze control as an instrument of management coordination, and by addressing the political implications of control. We discuss coercive (...) and enabling control as variations that help account for the distinction between compliance-based ethics programs and values-based ethics programs. We then explore three potential drawbacks of ethics programs: the specter of indoctrination, a politicization of ethics, and an atrophy of competence. Ethics programs that rely on coercive control may undermine their own effectiveness at stemming misbehavior. (shrink)

Identifying corporate governance mechanisms to improve firm performance has been at the forefront of policy discussion and research in recent years. Existing research in this area focuses on large-capitalisation firms, and has not provided much insight on smaller firms. This paper tests for the optimality of deployment of governance mechanisms for Canadian small-cap firms by estimating a simultaneous equation system that links four control mechanisms to firm performance, using recent data. The results confirm simultaneity between several governance (...) mechanisms and Canadian small-cap firm performance. CEO ownership and shareholder rights are shown to determine board independence. CEO ownership in turn is shown to depend on the extent of shareholder rights and whether the CEO is also Chairperson of the board. Canadian small-cap firms appear to overutilise debt as a control mechanism. There is somewhat weaker evidence that board independence and CEO ownership are beyond the optimum. The latter, given the relatively high degree of CEO ownership in Canadian small-cap firms, is consistent with management entrenchment. We also do not find any significant discount to performance for Quebec-based firms, or for firms with dual or multiple voting class shares structures. (shrink)

Enterprises seem to entirely operate on their management. But behind the scenes directors play a very important role. On a strategic level (in the long term) they will determine the direction of the company.Even though on the level of daily management a great deal of quality instruments and control systems exist, this is not the case on the highest level, the board. It is in this specific area that the idea of corporate governance must be situated.

The ten largest food and beveragecorporations control over half of the food sales inthe United States and their share may be increasing.Using data from a range of secondary sources, weexamine these corporations and their boards ofdirectors. Social and demographic characteristics ofboard members gleaned from corporate reports, thebusiness press, and elsewhere are presented.Information on interlocking corporate directorates andother common ties among members of the boards ofdirectors show that US based food and beveragecorporations are tied together through a web (...) ofindirect interlocks. (shrink)

Credible and well-functioning governance is crucial for the value creation of firms. Recently, private sectors have undergone substantial changes by focusing on good governance as a tool to enhance value, reputation, and image. The primary features of firms with good governance include greater emphasis on accountability practices, proper implementation of a corporate integrity system, and sound internal controls in place to avoid risk and to ensure policy and procedures that are complied. Government linked companies (GLCs) as the backbone (...) of the Malaysian Government have been harshly criticised for not being able to create value(s) despite receiving high priority in the process of getting government projects. Therefore, this study aims to examine the role of good governance systems, which are reflected through accountability systems, corporate integrity systems, and internal control systems towards value creation of Malaysian GLCs. This study collected primary data based on a set of questionnaire survey among 100 GLCs in Malaysia. Based on the regression analysis, this study found that corporate integrity systems and internal control systems were vital elements in ensuring value creation in GLCs. (shrink)

In this study, we examine the empirical association between corporate social responsibility and information asymmetry by investigating their simultaneous and endogenous effects. Employing an extensive U.S. sample, we find an inverse association between CSR engagement and the proxies of information asymmetry after controlling for various firm characteristics. The results hold using 2SLS considering the reverse side of information asymmetry influencing CSR activities. The results also hold after mitigating endogeneity based on the dynamic panel system generalized method of moment. (...) Furthermore, the CSR–information asymmetry relation is amplified in high-risk firms due to managers’ efforts to build a good reputation. Last, we find that CSR engagement is inversely associated with reputational risk measure and lower predicted value of reputational risk is positively associated with lower information asymmetry measures. We interpret these results as supporting the stakeholder theory-based, reputation-building explanation that considers CSR engagement as a vehicle to build and maintain firm reputation thereby enhancing the information environment. (shrink)

This paper looks broadly at the theme of corporate governance in Mexico. It begins with a brief analysis of the historical corporate governance model in Mexico, including the governance structures, the banking and financial systems, ownership and control patterns, industrial policy, and industrial relations. The paper then examines how and why these various aspects of corporate governance have been changing with processes of economic liberalization currently under way. Finally, it analyzes the consequences of changes in the (...) model of corporate governance for the country's development (e.g. increased consumer goods for middle class consumers, increased disclosure by domestic corporations, less support for corporate social programs, etc.). (shrink)

A shift in the cultural conception of the firm as productionsystem to that as investment-system entrenches the institutional logic of agency theory in governance reform. Reform initiatives emphasize the separation between management and the board, forensic reporting requirements, and the primacy of shareholders' entitlement to control and residual gains. Problems associated with this agency logic render reform unable to deliver a broad-based ethical operating environment. The introduction of a version of stakeholder theory, augmented by Knightian uncertainty, places the (...) development of an alternative conception of the firm into discourse. Implications for governance reform are considered. (shrink)

In recent years a series of developments in apparently loosely coupled domains have contributed to the development of new and vital perspectives on how to manage complex social systems such as corporations. These developments include improved communications technologies, increased awareness by constituencies of their potentials for influencing corporate behaviour, increased complexity and reduced transparency in large, heterogeneous organisations, a corresponding reduction in the capacity of traditional accounting and reporting systems to reflect organisational performance, new demands from employees as to (...) their work environments, from customers as to ecological and ethical sensitivity, from civil society and governments as to social and environmental accountability etc.A result is a major shift in the way organisations are choosing to observe themselves and to describe, measure, evaluate and report on their performance. From a focus on efficiency and control to a values-based perspective on management, corporate identity and success. And from a focus on legal compliance and financial performance to a focus on corporate social and ethical responsibility and accountability. (shrink)

In this study, we examine the determinants of corporate environmental responsibility, as well as the relationship between legal systems and CER as measured by a unique set of global environmental cost data. Results of our analyses show that firms’ legal origins affect CER, which requires a long-term management perspective. Specifically, our results indicate that civil law firms exhibit significantly higher levels of CER than common law firms. In addition, results of an auxiliary test suggest that manager shareholding has a (...) significant, nonlinear relationship with CER. The association between a firm’s legal origin and its CER performance remains robust after controlling for the effects of managerial ownership and issues related to endogeneity. Our findings imply that although the majority of corporate law studies in the past few decades provide support for the common law system emphasizing the maximization of shareholder value and investor protection, the civil law system stressing the maximization of stakeholder wealth and the importance of CER may become more influential in the coming decades as CER becomes central to firms’ operations. (shrink)

In this study, we examine the relation between corporate environmental responsibility and risk in U.S. public firms. We develop and test the risk-reduction, resource-constraint, and cross-industry variation hypotheses. Using an extensive U.S. sample during the 1991–2012 period, we find that for U.S. industries as a whole, CER engagement inversely affects firm risk after controlling for various firm characteristics. The result remains robust when we use firm fixed effect or an alternative measure of CER using principal component analysis or downside (...) risk measures. To address the concern of endogeneity bias, we use a system equations approach and dynamic system generalized methods of moment regressions, and continue to find that environmentally responsible firms experience lower risk. These findings support the risk-reduction hypothesis, but not the resource-constraint hypothesis, along with the notion that the top management in U.S. firms is generally risk averse and that their CER engagement facilitates their risk management efforts. Our cross-industry analysis further reveals that the inverse CER-risk association mainly comes from the manufacturing sector, whereas in the service sector, CER tends to increase firm risk. (shrink)

The Open Corporation, originally published in 2002, set out a blueprint for effective corporate self-regulation, offering practical strategies for managers, stakeholders and regulators to build successful self-regulation management systems. Christine Parker examined the conditions under which corporate self-regulation of social and legal responsibilities were likely to be effective, covering a wide range of areas - from consumer protection to sexual harassment to environmental compliance. Focusing on the features that make self-regulation or compliance management systems effective, Parker argued that (...) law and regulators needed to focus much more on 'meta-regulating' corporate self-regulation if democratic control over corporate action was to be established. (shrink)

The contemporary US food systemis characterized by both an unprecedentedconcentration of corporate control as well as afragmentation of sourcing and marketingprocesses, introducing both new constraints andnew opportunities for more localized foodsystems. The purpose of our study is to explorethese issues by investigating three keyquestions. First, what are the key trends inthe US grocery industry? Second, how dodifferent kinds of food outlets choose,procure, and promote food products? Finally,what are the implications of recent trends inthe food retailing process for strengtheninglocal (...) flows of the production, distribution,and consumption of food? Background informationon the grocery industry and the results ofseven open-ended interviews conducted withowners and managers of grocery stores in oneupstate New York county indicate that theretailing process differs in complex ways fromstore to store and in most aspects cannot beinferred from store type. The paper concludeswith a discussion of the implications of ourfindings for local food system efforts,specifically in terms of new collaborationsamong producers, distributors, retailers, andshoppers, who play an indispensable role indeveloping viable alternatives to increasingcorporate control. (shrink)

Conflicts of interest in corporate law can be addressed by two main alternatives: a requirement of a majority of the minority vote or the imposition of duties of loyalty and fairness. A comparison of Delaware, the UK, Canada, and Israel reveals that while the conflicts of interest problem within publicly-traded corporations receives different treatment in the different jurisdictions — either a fairness rule or a majority of the minority rule — closely-held corporations receive the same treatment of an imposition (...) of duties of loyalty and fairness. This article explains this finding, demonstrating that determining which of these rules is adopted is, in fact, a choice between liability rule protection and property rule protection. This choice depends on the total and relative transaction costs. These costs include both the negotiation costs attendant upon a property rule, as well as the adjudication costs associated with a liability rule. The sum of these costs is influenced by the efficacy of the judicial system and of extralegal mechanisms such as the market for corporate control, the capital market, and the types of investors active in the market. Because the different jurisdictions have different relative costs, due to differences in the economy and the legal systems, publicly-traded corporations are treated differently in each system. However, sometimes conflict of interest situations share the same main characteristics — as with closely-held corporations—leading to the domination of one solution, and thus the same solution is applied for closely-held corporations in the different jurisdictions. (shrink)

This study examines Indian teachers’ perceptions of corporal punishment, the reasons why CP still persists despite a ban, and the ways in which CP controversy reflects on social climate of the schools. Drawing from literature on custodial views of pupil control and systems theories, this qualitative study primarily uses observations and interviews to examine teachers’ perceptions related to use of CP in Delhi, India. Based on the data analysis this study concludes that alternatives to CP and successful implementation of (...) the CP ban depend on compatibility between local and national sociocultural norms, teachers’ attitudes and beliefs towards the policies’ objectives, and the availability of resources. This study helps with understanding educator’s perception of corporal punishment as a disciplinary tool to spur meaningful action and change in the society. Additionally, this study creates a context for the policy-makers to develop equitable policies capable of helping teachers effectively to de... (shrink)

For the past several decades, jurists have invested significant efforts in developing the law in general—and private law in particular—in terms of pluralism. However, the conceptualization of corporate law and governance according to pluralist principles rarely exists. This Essay is the first in the legal literature to address this deficiency by providing a unique pluralist theory of corporate governance regimes. It distinguishes between the plurality of corporate law’s sources, values, and principles, and discusses the implications for governance. (...) Moreover, based on the social systems’ thinking and the framework of complexity, this Essay provides theoretical grounds for skepticism about any policies or structures applicable to all times and contexts. Therefore, rather than perceiving corporate governance as being identically applicable to all corporations, the law must meet the challenge of complexity by designing governance arrangements following a firm-specific perspective. Furthermore, I argue that in conditions of complexity, corporate governance eco-systems should be designed with a firm-specific view that incorporates the effect of the corporation participants’ heterogeneity, the heterogeneity of its internal power relations, and the heterogeneity of industries and markets. These novel arguments have profound implications for redesigning fundamental legal doctrines—such as fiduciary duties of controlling shareholders, regulation of related party transactions, the officers’ duty of care, and the company purpose. (shrink)

The US food retailing industry continues to concentrate and consolidate. Power in the agriculture, food, and nutrition system has shifted from producers to processors, and is now shifting to retailers. Currently, only eight food-retailing corporations control the majority of food sales in the United States. Expanding on previous research by Lyson and Raymer (2000, Agriculture and Human Values 17: 199–208), this paper examines the characteristics of the boards of directors of the leading food retailing corporations and the indirect (...) interlocks that bind the food retailers into a corporate community. (shrink)

. American businesses and corporate executives are faced with a serious problem the loss of public confidence. Public criticism, increased government controls, and growing expectations for improved financial performance and accountability have accompanied this decline in trust. Traditional approaches to corporate governance, typified by agency theory and stakeholder theory, have been expensive to direct and have focused on short-term profits and organizational systems that fail to achieve desired results. We explain why the organizational governance theories are fundamentally, inadequate (...) to build trust. We advance a conceptual framework based on stewardship theory characterized by “covenantal relationships” and argue that design of governance mechanisms using a covenantal approach is more effective in building trust in organizations. A covenantal relationship is a specialized form of a relational contract between an employee and his or her organization. We argue that regardless of incentives and control mechanisms carefully designed through contractual mechanisms, in the absence of covenantal relationships it is extremely difficult to build trust within organizations. We propose that organizations are more likely to build trust – both at the organizational level and at the interpersonal level – when they create reinforcing and integrated systems that honor implied duties of “covenantal relationships.”. (shrink)

Agribusiness corporations primarily involved in providing livestock feed—colloquially known as the “ABCD” (Archer Daniels Midland (ADM), Bunge, Cargill, and the Louis Dreyfus Company)—have begun to enter the fishing industry around the world. I argue that this recent entry of agribusiness multinationals in aquaculture, focusing particularly on Cargill, arises to take advantage of strategic opportunities to proliferate, or create links with respect to feed production and development within value chains. Concerning such opportunities, as I document, Cargill first leveraged its access to (...) cheap, overproduced grains in the 1990s, developing ways to insert corn and soy into what it calls “aquafeed.” Next, the multinational firm began proliferating links within fishing industry value chains in the form of introducing new technical assistance services, as well as creating feed supplements and additives. As I explain, these efforts to proliferate links in the supply chain exist as opportunities to charge rents, or surplus profits, which is possible because Cargill retains the right to control the new products and services. An additional link in the chain includes how the corporation has expanded its role in the global food system from its past as an intermediary, to engaging consumers in direct ways by attempting to create their preferences. I conduct my analysis of Cargill’s corporate strategy by focusing on reporting from the fishing industry publication, Aquafeed News, detailing developments from 2000 through 2023. (shrink)

We investigate whether the distinct nature of multinational firms (MNC) differently influence the governance-performance relationship compared to the local firms in Pakistan. We used a dynamic system GMM estimator that produces consistent and efficient estimation after controlling for dynamic endogeneity and simultaneity. Our results demonstrate that corporate governance (CG) has a significant positive impact on firm financial performance whilst CG practice of MNC firms is more effective than local firms in Pakistan. We observed two distinct financing behaviours, i.e., (...) ‘pro-active investment behaviour’ of MNC firms and ‘conservative investment behaviour’ of local firms. We conclude that a well-established corporate culture, significant financial worth and firms’ higher growth rate are key determinants of better CG practice. (shrink)

Recent work in both the theory of the firm and of corporate law has called into question the appropriateness of analysing corporate law as ‘merely’ a set of standard form contracts. This article develops these ideas by focusing on property law's role in underpinning corporate enterprise. Rights to control assets are a significant mechanism of governance in the firm. However, their use in this way predicates some arrangement for stipulating which parties will have control under (...) which circumstances. It is argued that ‘property rules’—a category whose scope is determined functionally—protect the entitlements of parties to such sharing arrangements against each other's opportunistic attempts to grant conflicting entitlements to third parties. At the same time, the legal system uses a range of strategies to minimize the costs such protection imposes on third parties. The choice of strategy significantly affects co-owners’ freedom to customize their control-sharing arrangements. This theory is applied to give an account of the ‘proprietary foundations’ of corporate law, which has significant implications for the way in which the subject's functions are understood and evaluated. (shrink)

Debt-ridden corporate growth and increased vulnerability was one of the causes of the 1997 financial crisis in Korea. Introduction of the outside director system has been the core part of the board reforms following the crisis. Our estimation using instruments obtained from a natural experiment illustrates that outside monitoring has improved capital structure of firms even when we control for the leverage regulation effect, enhanced compliance with leverage regulation and thus reduced business risks, and reduced excessive growth (...) and excessive investment more consistently for the top 10 largest chaebols than non-chaebol firms and smaller sized chaebol affiliates. Our results shed some light on why existing studies report the positive effect of outsiders on firm value and add value to existing agency theory by illustrating that the effect of improved governance on capital structure could be non-linear. (shrink)

This article seeks to model the agenda-setting strategies of stakeholders equipped with online and other media in three cases involving protests against multinational corporations (MNCs). Our theoretical objective is to widen agenda-setting theory to a dynamic and nonlinear networked stakeholder context, in which stakeholder-controlled media assume part of the role previously ascribed to mainstream media (MSM). We suggest system dynamics (SD) methodology as a tool to analyse complex stakeholder interactions and the effects of their agendas on other stakeholders. We (...) find that largely similar dynamics of interactions occur among stakeholders in these cases, and that the costs for managements of maintaining their agendas steadily rises. We conclude that the “web of watchdogs” comprises a powerful reason for managers to engage in responsibility negotiations with their stakeholders. (shrink)

This exploratory study investigates firms’ implementation of a new corporate governance code in Mauritius, a developing economy. The authors rely on annual report disclosures during a four-year period. The authors analyze the level of corporate engagement with the code’s requirements, including corporate social responsibility initiatives, relative to a 2004 benchmark over the three subsequent years. The study contributes to the literature in two ways. First, it provides much needed evidence of longitudinal implementation within developing economies that exhibit, (...) or have started to exhibit, a combination of ownership and control features found in more advanced economies and characterized in the literature as an “emerging governance” model. Second, the authors develop a more comprehensive assessment of implementation using a scoring system that combines trichotomous weighting of each governance component and trichotomous rating of implementation of each component. The authors argue that this system is superior to the un-weighted, dichotomous approach typically used in the literature. The analysis of weighted assessment scores for reveals a significant implementation of the code initially after 2004; but implementation began to level off by 2007 well below maximum assignable scores. Detailed requirements regarding directors’ appraisal and training, remuneration policies and remuneration information appear to be ignored by companies through 2007. A correlation analysis of the corporate governance scores and firm-based measures shows that the association between these different variables fluctuates significantly over the implementation window. (shrink)

Various organizational factors reported in the hitherto literature affect individual behaviour within a company. In this paper, we conduct a literature review thereof, and propose a notion of the “Organizational Moral Structure” defined as a comprehensive framework of interrelated organizational factors that condition, incite or influence good or bad moral behaviour of individuals within the organization. Drawing from a wide bibliographical review and our own reflection on recent business scandals, we identify seven constituents of the “Organizational Moral Structure”: 1) leader’s (...) values and character, 2) vision and exercise of power, 3) corporate control systems, 4) internal network of influence, 5) organizational culture, 6) internal and competitive pressures, and 7) external influences. The “Organizational Moral Structure” is proposed as a reflective framework for humanistic management and as an invitation to further research in this field. We provide recommendations on how a manager oriented towards humanistic management can use the OMS to secure and promote well-being and dignity of company’s employees. (shrink)

Using an international sample of firms from 32 countries, we study the relation between media independence and corporate tax aggressiveness. We measure media independence by the extent of private ownership and competition in the media industry. Using an indicator variable for tax aggressiveness when the firm’s corporate tax avoidance measure is within the top quartile of each country-industry combination, we find strong evidence that media independence is associated with a lower likelihood of tax aggressiveness, after controlling for other (...) institutional determinants, including home-country tax system characteristics. We also find that the effect of media independence is more pronounced when the legal environment is weaker, and when the information environment is less transparent. We contribute to the business ethics literature by documenting the role of independent media as an external monitoring mechanism in constraining corporate tax aggressiveness. (shrink)

Institute a proactive reputational management framework that matches individual behaviour to organizational values The Business Ethics Twin-Track is a practical guide to reputational risk management. A deep exploration of the concept of reputation, the ways in which it can suffer, and the consequences when it does, the book outlines an ethics controls framework that can mitigate risk and improve business performance. Readers will learn how to identify and manage weaknesses, and how to institute a system of governance that embeds (...) proper, ethical conduct into the corporate culture. A clear set of controls and procedures provides actionable instruction that can be customised to suit the organisational structure, and discussion of historical and international ethics provides the context for implementation. Case studies illustrate the real-world applications, while interviews with executives from a variety of sectors provide important practical insights into some of the key issues discussed in the book. The law regulates behaviour in health and safety and financial crime, but otherwise, conduct is largely determined by the culture, ethics and values of an organisation. Effective reputation management is complex, and often difficult to achieve, as much of the available information on the topic is more theoretical than practical. This book bridges the gap by providing the tools that will help managers to: Implement a modern ethics control framework, encompassing codes, officers, reporting lines and training Consider the role of the media and social media in reputational damage to individuals and organisations Analyse the key controls in responsibility and governance frameworks from around the world Determine the causes and controls of conduct risk, including incompetence, negligence and criminality Today's fast-paced media environment means corporate reputations can be obliterated in moments, and damage limitation is often too little, too late. Adopting the measures set out in this book will embed ethics into the culture, and match people's behaviours to the organisation's values. (shrink)

What are Responsible Tourism and Corporate Social Responsibility? What is the industry's awareness regarding these concepts? What are the systems and tools currently available on the market that tourism SMEs can use to assess their engagement and the sustainability of their business? This book is aimed at replying to these questions and offering an innovative contribution to the current debate in the field. After having defined Responsible Tourism and CSR and the environment in which these methodologies develop, the authors (...) present and compare the main European assessment and certification systems, describe their characteristics and functionalities and discuss the relevant issues concerning their application. Through the AHP model and the selection of a number of relevant case histories, the suitability and efficacy of these systems in monitoring the level of responsibility of tourism SMEs are analyzed and debated. The results obtained contribute to enhance the recognition and diffusion of CSR principles in tourism and to support tourism businesses in choosing the assessment tool that best fits with their characteristics and the nature of their activity. The study also enables students and researchers to build or enhance their knowledge about the main reporting initiatives available in Europe and to assess the potential of the mathematical model applied for this kind of study. (shrink)

The rise of multi-stakeholder institutions (MIs) involving the ultra-processed food (UPF) industry has raised concerns among food and public health scholars, especially with regards to enhancing the legitimacy and influence of transnational food corporations in global food governance (GFG) spaces. However, few studies have investigated the governance composition and characteristics of MIs involving the UPF industry, nor considered the implications for organizing global responses to UPFs and other major food systems challenges. We address this gap by conducting a network analysis (...) to map global MIs involving the UPF industry, drawing data from web sources, company reports, business and market research databases, and academic and grey literature. We identified 45 such global food system MIs. Of these, executives from the UPF industry or affiliated interest groups held almost half (_n_ = 263, or 43.8%) of the total 601 board seat positions. Executives from a small number of corporations, especially Unilever (_n_ = 20), Nestlé (_n_ = 17), PepsiCo Inc (_n_ = 14), and The Coca-Cola Company (_n_ = 13) held the most board seat positions, indicating centrality to the network. Board seats of these MIs are dominated by executives from transnational corporations (_n_ = 431, or 71.7%), high-income countries (_n_ = 495, or 82.4%), and four countries (United States, Switzerland, United Kingdom, and the Netherlands) (_n_ = 350, or 58.2%) in particular. This study shows that MIs involving the UPF industry privilege the interests of corporations located near exclusively in the Global North, draw legitimacy through affiliations with multi-lateral agencies, civil society groups and research institutions, and represent diverse corporate interests involved in UPF supply chains. Corporate-anchored multi-stakeholderism, as a form of GFG governance, raises challenges for achieving food systems transformation, including the control and reduction of UPFs in human diets. (shrink)

The need for urgent, structural transformations to dominant food systems is increasingly recognized in research and policy. The direction these transformations take is in great part influenced by how the problem is framed and what future pathways become seen as plausible and desirable. Scientific knowledge and the organizations producing it hold considerable authority in suggesting what alternatives are or are not worth pursuing, ultimately shaping frames and in turn being shaped by them. This paper examines Brazil’s federal Agricultural Research Corporation (...) (Embrapa), a major contributor to technological advances that made Brazil into an agricultural powerhouse. We examine the ways in which Embrapa’s leadership has framed sustainable agriculture in its public communication and the wider implications for food systems transformation. Drawing from Embrapa news articles in the period 2015–2020, we identify four interrelated frames forming Embrapa’s prevalent position on sustainability. Our results show that while Embrapa promotes practices based on alternative approaches such as agroecology, its deeper framing often reflects the core assumptions driving dominant industrial food systems. This framing reinforces underlying logics of control, efficiency, and competition aligned with the productivist paradigm and excludes divergent perspectives that exist within the organization. (shrink)

Basic tendencies of enterprises' innovative development management have been considered from the perspective of postfordist tranformations. It has been determined that mobility is a specificity of postfordist industrial management. Mobility provides dispersion of structural subdivisions all over the world, it doesn't need any governmental support and strict control. Total diversification of the kind allows to implement «high» technologies through global data revolution practically into all spheres of social life. The evolution of social relations types from feudalism up to Post-Fordism (...) has been provided and their specifics defined. Analytical studies carried out have enabled to discover formed world innovative centres and – from global economic perspective – those of half-peripheral countries with low level of innovative development. The directions of China management of innovative development, whose combined innovation level steadily increases, have been described. It has been determined that a great many of world countries is not currently being on the postfordist stage, since an industrial labour is characteristic for them which defines their type as traditional or early industrial pre-modern. We've also found that innovation development governance at the global level through the prism of postfordist transformations manifests itself in looking for niche, strict subordination to global market mechanisms, decentralization under control of transnational corporations; at the national level: in decentration of social space and thinking, marginalization of urban population, migration; at the meso level: in orientation on consumer needs, considerable mobility of production, individualization under global standardization; at the micro level: in project approach, faster time to market, cost minimization. It has been determined that technological breakthrough evokes such social concerns as total control, alienation, job and security loss. (shrink)

Business firms play an increasingly influential role in contemporary societies, which has led many scholars to return to the question of the democratisation of corporate governance. However, the possibility of democratic deliberation within firms has received only marginal attention in the current debate. This article fills this gap in the literature by making a normative case for democratic deliberation at the workplace and empirically assessing the deliberative capacity of self-organised teams within business firms. It is based on sixteen in-depth (...) interviews in six German firms which practice various forms of self-organised teamwork. The article argues that self-organised teamwork can create a space for authentic, inclusive, and consequential deliberation by suspending authoritarian control structures within business firms. Finally, the article proposes the consideration of firms not only as necessary parts of a larger deliberative system but also as deliberative systems in themselves. (shrink)

This study investigates the performance measurement systems adopted by companies to manage their social responsibility activities, a theme that remains under-researched despite the important role that these mechanisms may play in helping firms control and improve their social performance. An integrative model is developed to examine how the three fundamental drivers of corporate social strategies, i.e., business motivations, perceived stakeholder pressures, and top management’s social commitment, influence the use of social performance indicators for internal decision-making and control (...) and how such use impacts companies’ social and economic performance. The results from a survey of 97 Italian companies suggest that economic motivations and top management’s commitment are associated with a more intensive use of social performance indicators for decision-making and control, whereas perceived pressures from stakeholders do not represent a significant determinant of such use. The use of social performance indicators, in turn, is found to directly influence a firm’s social performance and, indirectly, its bottom line. (shrink)

Policy discussions and corporate strategies on machine learning are increasingly championing data reuse as a key element in digital transformations. These aspirations are often coupled with a focus on responsibility, ethics and transparency, as well as emergent forms of regulation that seek to set demands for corporate conduct and the protection of civic rights. And the Protective measures include methods of traceability and assessments of ‘good’ and ‘bad’ datasets and algorithms that are considered to be traceable, stable and (...) contained. However, these ways of thinking about both technology and ethics obscure a fundamental issue, namely that machine learning systems entangle data, algorithms and more-than-human environments in ways that challenge a well-defined separation. This article investigates the fundamental fallacy of most data reuse strategies as well as their regulation and mitigation strategies that data can somehow be followed, contained and controlled in machine learning processes. Instead, the article argues that we need to understand the reuse of data as an inherently entangled phenomenon. To examine this tension between the discursive regimes and the realities of data reuse, we advance the notion of reuse entanglements as an analytical lens. The main contribution of the article is the conceptualization of reuse that places entanglements at its core and the articulation of its relevance using empirical illustrations. This is important, we argue, for our understanding of the nature of data and algorithms, for the practical uses of data and algorithms and our attitudes regarding ethics, responsibility and regulation. (shrink)

An organization's management control system can play an important role in influencing ethical behavior among employees. In this paper a theoretical framework of control is developed by linking various ethics related control mechanisms reported in the literature to the primary components of a management control system. In addition, the findings of a survey of the Financial Post's Top 1 000 Canadian industrial and service companies are reported. The survey investigated organizations' use of ethical codes (...) of conduct, whistleblowing systems, ethics committees, judiciary boards, employee training in ethics, and ethics focused corporate governance and reward systems. The findings indicate that ethics related control mechanisms, particularly codes of conduct, are being used by a good number of organizations. However, closer analysis of the data suggests that many companies may only be paying lip service to the importance of promoting ethical behavior. (shrink)

At present, high-tech enterprises are mainly organizations engaged in the production, research, and development and service of high-tech products. The current development of high-tech industries in various countries in the world is of great significance to improving social productivity and overall national strength. This article mainly introduces the modeling and analysis of the complex system of human capital accumulation in high-tech enterprises based on big data. This paper proposes a theoretical analysis of corporate human capital data and proposes (...) regression analysis and analytic hierarchy process to calculate and analyze the process of corporate human capital accumulation and collect and analyze the data using questionnaire surveys and other methods. In addition, complex systems were modeled based on big data, and a cloud computing-based human capital big data analysis platform was established. The experimental results show that complex system modeling based on big data has a positive impact on the human capital accumulation of high-tech enterprises. For high-tech companies at different stages of development, the relationship between various types of human capital and corporate performance is inconsistent with the market economy. In contrast, the current salary system of some high-tech companies still has many drawbacks. The cost of using human resources controlled by the wage system accounts for more than 24%. (shrink)

This article draws on key models of monitoring and blockholding articulated in the incomplete contracts theory of the firm. Under incomplete contracts theory, different governance systems have incentive structures that entail different tradeoffs—tradeoffs between ownership concentration and liquidity, between monitoring and management initiative, and between private rent-seeking and activity benefiting shareholders as a group. The tradeoffs delimit opportunities for productive cross-reference. More specifically, blockholder systems, such as those in Europe, subsidize monitoring by permitting blockholders to reap private benefits of (...) class='Hi'>control through self-dealing and insider trading. Market systems, such as those in the United States and Britain, regulate such private rent-seeking toward the end of maintaining an institutional framework that supports diffuse share ownership and liquid trading markets. It follows that a legal framework conducive to blockholding may be ill-equipped to foster dispersed equity ownership and thick trading markets and that a legal framework conducive to liquid trading markets may have properties that discourage blockholding. This gives rise to questions for law reform agendas on both sides of the Atlantic. In the United States, proponents ask for deregulation of controls on institutional investors, looking to encourage blockholding and more effective monitoring. In Europe, proponents ask for stronger securities regulation, looking to encourage deeper trading markets. This article suggests that each reform program may lead to disappointing results because neither assures conforming adjustments to the pertinent actors’ incentives. Alternatively, strict reforms that materially change prevailing incentive patterns could perversely destabilize workable arrangements without assuring the appearance of more effective alternatives. (shrink)

Recent years have featured a spate of regulatory action pertaining to the development and/or disclosure of corporate governance structures in response to financial scandals resulting in part from governance failures. During the same period, corporate governance activists and institutional investors increasingly have called for increased voluntary governance disclosure. Despite this attention, there have been relatively few comprehensive studies of governance disclosure practices and response to the regulation. In this study, we examine a sample of 50 U.S. firms and (...) their public disclosure packages from 2004. We find a high degree of variability in the presentation and reporting format choices for many elements of the governance structure. This variability includes several items for which disclosure is mandated by regulators or legislative action. In particular, smaller firms offer fewer disclosures pertaining to independence, board selection procedures, and oversight of management (including whistleblowing procedures). There are also trends associated with board characteristics: boards that are less independent offer fewer disclosures of independence and management oversight matters. Moreover, large firms provide more disclosures of independence standards, board selection procedures, audit committee matters, management control systems, other committee matters, and whistleblowing procedures but do not appear to have a strictly superior information environment when compared to smaller firms. The findings raise questions about compliance with regulatory requirements and the degree to which conflicts of interest between managers and directors are being controlled. While there have been notable improvements in the information environment of governance disclosures, there remain structural issues that may possess negative ramifications for stakeholders. (shrink)