Corporate Governance: International/Non-US eJournal最新文献

{"title":"Determinants of Corporate Governance Practices in Brazil: 2010 to 2014","authors":"A. de Carvalho, Filipe Dal'Bó, J. Sampaio","doi":"10.2139/ssrn.3412583","DOIUrl":"https://doi.org/10.2139/ssrn.3412583","url":null,"abstract":"We study the determinants of corporate governance (CG) practices in Brazil between 2010 and 2014. We build CG subindices for Board Structure, Board Procedures, Minority Shareholders Rights, and Disclosure, and an overall CG index, BCGI, computed as the average of these four subindices. During our sample period, CG practices changed significantly: improvement was stronger among firms in the High- than Low-requirement listings. Tangibility and Liquidity are the only two variables predict CG practices with some consistency. We find no evidence that Tobin’s q predicts CG practices. This last result lowers the possibility of reverse causation in analyses that use CG practices as determinant of firm value.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"16 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121142887","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Determinant of Corporate Governance in Wal-Mart de Mexico (WALMEX)","authors":"Mohammad Amir Haikal Ghazali","doi":"10.2139/ssrn.3385214","DOIUrl":"https://doi.org/10.2139/ssrn.3385214","url":null,"abstract":"The purpose of this study is conducted is to determine the impact of corporate governance index of Wal-Mart de Mexico in relation to its determinants. When carried out this study, five-year data from annual report of Wal-Mart de Mexico was extracted start from year 2004 to 2008. Corporate governance index (CGI) has become dependent variable of this study and was used to study its relationship with independent variable which consist of firm-specific factors (return on asset (ROA), return on equity (ROE), Tobin’s Q and Altman Z) and macroeconomic factors (Gross Domestic Product (GDP), unemployment rate and inflation rate). To obtain the correlation and regression result on what factor that influence the corporate governance index of Wal-Mart de Mexico, enter method was used. Based on regression result of this study, Tobin’s Q become factor that most significant influence and give impact to the corporate governance index of Wal-Mart de Mexico (WALMEX).","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-05-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134173460","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Distress Prediction in China: A Machine Learning Approach","authors":"Yi Jiang, Stewart Jones","doi":"10.1111/acfi.12432","DOIUrl":"https://doi.org/10.1111/acfi.12432","url":null,"abstract":"Rapid growth and transformation of the Chinese economy and financial markets coupled with escalating default rates, rising corporate debt and poor regulatory oversight motivates the need for more accurate distress prediction modelling in China. Given China's historical, social and cultural intolerance towards corporate failure, this study examines the Special Treatment system introduced by Chinese regulators in 1998. Regulators can assign Special Treatment status to listed Chinese companies for poor financial performance, financial abnormality and other events. Using an advanced machine learning model known as TreeNet® we model more than 90 predictor variables, including financial ratios, market returns, macro‐economic indicators, valuation multiples, audit quality factors, shareholder ownership/control, executive compensation variables, corporate social responsibility metrics and other variables. Based on out‐of‐sample tests, our TreeNet® model is 93.74 percent accurate in predicting distress (a Type I error rate of 6.26 percent) and 94.81 percent accurate in predicting active/healthy companies (a Type II error rate of 5.19 percent). Variables with the strongest predictive value in the TreeNet® model includes market capitalization and annual market returns, macro‐economic variables such as gross domestic product growth, financial ratios such as retained earnings to total assets and return on assets; and certain non‐traditional variables such as executive compensation.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"183 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115514227","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Logic and Limits of Stewardship Codes: The Case of Japan","authors":"G. Goto","doi":"10.2139/SSRN.3311279","DOIUrl":"https://doi.org/10.2139/SSRN.3311279","url":null,"abstract":"A stewardship code is a set of principles on how institutional investors should act as shareholders of companies in which they invest. Since the first was adopted by the Financial Reporting Council of the United Kingdom in July 2010, a significant number of countries, including Japan, have followed the lead of the United Kingdom in adopting their own stewardship codes. Although the contents of these codes are not identical, they generally are non-mandatory “comply or explain” rules urging institutional investors to engage more actively with their investee companies by exercising their rights as shareholders.<br><br>One might find the trend of jurisdictions adopting stewardship codes unsurprising considering the global increase in the ownership stake held by institutional investors in listed companies, and the growing expectation that these investors will play a role in the corporate governance of investee companies. However, if the goal of adopting stewardship codes is to promote better corporate governance in investee companies, then this uniform approach is rather puzzling since it is widely acknowledged that different countries have different share-ownership structures and often face different corporate governance challenges. It may well be the case that the true intention behind adopting a stewardship code could be highly contextual and, contingent on jurisdiction-specific factor.<br><br>From such viewpoint, this article investigates the true intention behind the adoption of stewardship codes in the United Kingdom and Japan by analyzing not only the text of their principles and guidance, but also the contexts in which they were adopted. The main finding is that there is a divergence between the basic goals and orientation of the Japanese and the UK Stewardship Codes that has been largely overlooked in the literature. Although the term “stewardship” suggests that stewardship codes are premised on the logic of fiduciary duties, which compels a fiduciary to forsake its own self-interest and act in the interest of its beneficiary, the goal of the UK Stewardship Code is different. It aims to restrain excessive risk-taking and short-termism by making institutional investors more responsible to the public. In contrast, the Japanese Stewardship Code aims to change the attitude of domestic institutional investors in order to orient Japanese corporate governance towards the interests of shareholders rather than stakeholders. This goal of the Japanese Code is more compatible with the logic of stewardship than that of the UK Code. At the same time, the Japanese Government considers this goal to be in the public interest of Japan.<br><br>Another finding of this article is that different stewardship codes have different goals and that this must be taken into consideration when assessing their effectiveness. The success of the Japanese Stewardship Code will primarily depend on how well domestic institutional investors are incentivized to act in the interest","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"84 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-10-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126208731","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"A History of the Corporations and Markets Advisory Committee and its Predecessors","authors":"I. Ramsay","doi":"10.2139/ssrn.3267685","DOIUrl":"https://doi.org/10.2139/ssrn.3267685","url":null,"abstract":"From 1983 until the abolition of the Corporations and Markets Advisory Committee (CAMAC) in 2018, there existed an independent body to provide advice to the Australian government on matters of corporate law reform. The abolition of CAMAC was controversial. The purpose of this paper is to provide a history of CAMAC and its predecessors. These law reform bodies published many reports and their influence on corporate law reform has been significant. Yet no one has yet provided a history. A key part of the paper is consideration of the debates leading up to abolition of CAMAC. An examination of these debates demonstrates how the government made this decision in the face of very strong opposition from organisations representing business, shareholders and various professions including the Australian Institute of Company Directors, the Australian Council of Superannuation Investors, the Governance Institute of Australia, the Law Council of Australia, the two major accounting bodies, the Australian Restructuring Insolvency & Turnaround Association and the Corporate Law Teachers Association. In the opinion of the author, the decision to abolish CAMAC has resulted in a weakened law reform process.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-10-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123698165","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Evolution of National Security at the Interface between Domestic and International Investment Law and Policy: The Role of China","authors":"Lizzie Knight, Tania Voon","doi":"10.1163/22119000-12340169","DOIUrl":"https://doi.org/10.1163/22119000-12340169","url":null,"abstract":"As China’s economy grows and the global economy is increasingly digitalised, the concept of national security is taking on increasing significance. Contrary to its quiet history, the security exception has now been invoked by different parties in ongoing disputes at the World Trade Organization. Similar exceptions exist in many international investment agreements and lie at the core of domestic jurisdictions’ regulatory frameworks for reviewing foreign investments. At the domestic level, these reviews have shifted to focus particularly on China and on a new category of ‘data’. Continued expansion of the meaning of security as a basis for rejecting foreign investment applications poses a threat to the benefits of economic integration, while allowing international tribunals to review these decisions by ruling on the meaning of this exception is likely to be counterproductive. Alternatives exist at the domestic and international levels. Domestically, a focus on evidence-based assessments and the imposition of behavioural or structural conditions as an alternative to rejecting foreign investment applications may help to mitigate security concerns. International guidelines and principles are already established to assist investors and investment agencies in this regard. Further rule reform at the international level may allow a more specific focus on agreed solutions to data concerns in place of a general acceptance of security as a catch-all response to perceived threats of foreign investment.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"184 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-09-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122068481","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"High Speed Rail Network for India: A Detailed Analysis","authors":"Kartik Hegadekatti","doi":"10.2139/ssrn.3246645","DOIUrl":"https://doi.org/10.2139/ssrn.3246645","url":null,"abstract":"Many nations across the world are building High Speed Railways Network. Recently, one of the Major entrants into this sector is the Republic of India. India already has a vast and well-established network of Railways. Though it is run professionally, there are still certain shortcomings of the present railway network in India. A fresh allocation of resources to create a new High-Speed Railways (HSR) Network is taking place. This paper analyses in detail the need and methodology for creating a High-Speed Railways (HSR) Network for India in the presence of an already well-established Rail Network. In this paper the various technologies and economic impacts will be reviewed to examine how HSR can possibly change the transportation scenario in India. Firstly we discuss about the present Rail Network Scenario in India. Then we analyse the need for a new High-Speed Railways (HSR) Network for India. We go into the details of the financial, cultural, energy and safety implications of such an undertaking. The various High-Speed Railway (HSR) Networks of many nations are also compared. Finally, the paper summarizes and concludes about the significance and impact of a High-Speed Railways (HSR) Network.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"69 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-09-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126312875","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Guide to Promoting Financial & Regulatory Innovation: Insights from the UK","authors":"Kieran Garvey, Wenwei Li, Ben Shenglin, B. Zhang, Philip Rowan, Michel Rauchs, P. Rau, Tania Ziegler, Hao Rui","doi":"10.2139/ssrn.3621277","DOIUrl":"https://doi.org/10.2139/ssrn.3621277","url":null,"abstract":"This guide has been created with the purpose of reviewing, synthesising and distilling the various regulation innovation initiatives of the Financial Conduct Authority in recent years with a primary focus on Project Innovate and in particular, the much-lauded Innovate Regulatory Sandbox which has been replicated in well over twenty countries to date. The guide seeks to provide valuable insights into the UK’s experience of fostering financial innovation for the benefit of other regulators and authorities seeking to address and stimulate both financial and regulatory innovation in their respective jurisdictions and for their objectives. <br><br>While this guide has been designed to be widely accessible to those interested in the FCA’s innovation activities, this project emerged from an initiative led by the UK Foreign &amp; Commonwealth Office (the FCO) to primarily assist regulators and policymakers in China to understand and gather insights on the UK’s financial innovation activities. The project emerged from a collaboration between the research teams at the Cambridge Centre for Alternative Finance and the Academy of Internet Finance at Zhejiang University, China.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"120 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-03-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115160798","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Fiduciary Principles in European Civil Law Systems","authors":"Martin Gelter, G. Helleringer","doi":"10.1093/OXFORDHB/9780190634100.013.32","DOIUrl":"https://doi.org/10.1093/OXFORDHB/9780190634100.013.32","url":null,"abstract":"This chapter surveys fiduciary principles in Western European civil law jurisdictions. Focusing on France and Germany, we suggest that functional equivalents to fiduciary duties have developed on the Continent, although they do not always carry exactly the same connotations as their common law counterparts. We suggest that the common law developed fiduciary duties as a distinct category largely for two reasons. First, the common law distinguished between law and equity, with fiduciary law developing within equity. By contrast, contracts law required consideration, which meant that fiduciary principles for gratuitous actions necessarily arose outside of contract law. Civil law generally did not develop this particular categorization. For example, the paradigmatic fiduciary relationship, the mandate (agency), is by default a gratuitous contract. Consequently, the lines between fiduciary and contract law remained blurred. Second, common law bargaining for contracts emphasizes part autonomy more strongly, while the civil law of contracts incorporated a stronger duty of good faith, thus making it more hospitable to an implied and inchoate loyalty obligation. The duty of loyalty in civil law jurisdictions is not categorically different from such duties, but exists on a continuum with them. Consequently, civil law duties of loyalty in those relationships that would be considered fiduciary under the common law can be seen as an extension of weaker loyalty obligations elsewhere. We survey the civil law of agency, equivalents of trust, as well as corporate and financial law. Germany and countries influenced by German law began to identify duties of loyalty in corporate and trust relationships in the middle of the 20th Century and identified them as a larger civil law principle permeating different areas of law. France and related jurisdictions have been more reluctant to adopt such duties, and have been more likely to rely on specific statutory prohibitions to reach similar results.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117148898","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Self-Commitments and the Binding Force of Self-Regulation with Respect to Third Parties in Germany","authors":"Patrick C. Leyens","doi":"10.2139/SSRN.3087417","DOIUrl":"https://doi.org/10.2139/SSRN.3087417","url":null,"abstract":"Codes of conduct are a well-accepted feature of European corporate governance. Listed corporations are obliged to annually state their compliance with a corporate governance code or to explain their non-compliance. Whilst it is agreed that self-commitments to non-statutory rules or standards of good conduct are an important component of self-regulation, it is widely unexplored how and to what extent they influence legal duties. The main purpose of this article is to show that a typology of binding mechanisms helps to narrow this uncertainty. In section II, a brief look at the theory and practice of self-commitments will explain where the discussion stands and which challenges need to be addressed. Section III presents the typology of binding mechanisms, these including norms, contracts, charters, and disclosure. Section IV looks at the consequences of non-compliance with a self-commitment in respect of third parties. Section V concludes with a summary of the main findings regarding the binding effects of self-commitments towards third parties.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126320424","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}