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

{"title":"Corporate Risk Appetite: Ensuring Board and Senior Management Accountability for Risk","authors":"Deepa Govindarajan","doi":"10.2139/SSRN.1962126","DOIUrl":"https://doi.org/10.2139/SSRN.1962126","url":null,"abstract":"This paper examines various concepts related to the topic of corporate risk appetite. It emphasises the need for consistency of definitions and coherence of terminology. Corporate risk appetite articulation is discussed as a corollary to strategy formulation and as an aid to corporate governance. The paper highlights the challenges that financial firms’ boards have faced in expressing their risk appetite and in setting the approach to risk at board-level. The paper further stresses the need to assess risk holistically in risk appetite discussions. It introduces the Govindarajan-Andenaes model as a process template for systematically identifying and deploying risk appetite. The objective is to allow the risk appetite statement to be a practical tool that aids transparency in both risk-taking by firms and in the evaluation of their risk-based performance on an ongoing basis.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-11-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115109238","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 Derivative Action and Good Corporate Governance in China: Economic Theories and Legal Rules","authors":"Zhong Zhang","doi":"10.2139/ssrn.2642249","DOIUrl":"https://doi.org/10.2139/ssrn.2642249","url":null,"abstract":"Good corporate governance is crucial for the successful transformation of SOEs in China and the long-term success of Chinese economy. To improve corporate governance in China, the top priority is to curb serious managerial misbehavior such as misappropriation and fraud which has not yet been controlled. To achieve this end, market-based mechanisms are ineffectual, because they are not equipped with the ability to remove illegitimate benefits from misbehaving management or impose punishments on them. Only legal liability has this ability and can thus be effective in deterring serious managerial misbehavior. Legal liability comes from both the public and private enforcement of law. While the public enforcement of law produces harsher liabilities, it suffers from various limitations. Public law enforcement is particularly ineffectual in China where an accountable political system has yet to be established and law enforcement is impeded as a result of the dominance of state ownership in listed companies. For these reasons, the private enforcement of law is necessary. Both derivative action and securities class action are devices of private enforcement of law which produce legal liability, but derivative action is indispensable, not just because securities class action is unrealistic in China.To enable derivative action to become a realistic corporate governance tool, appropriate legal rules should be put in place. The traditional common law, which is based on the dichotomy of actionable and non-actionable wrongs, seems irrational, because actually there is no such distinction. The company’s interest is the paramount test of the permissibility of derivative action and this, in turn, is determined by the purpose of company. While the new derivative action in China does not differentiate actionable and non-actionable wrongs, it adopts the strategy of setting a minimum shareholding requirement as the condition for bringing suits. From the experience of continental Europe and the US, such a strategy would ensure that derivative action would not be vigorously pursued in China. The strategy should be changed and an approach enabling derivative action to be decided case by case according to the test of the interests of the company should be adopted. If this strategy is adopted, it might be better to assign the responsibility of assessing a case to the court rather than to the company. The assessment should be based on the probability of success and the potential net recoveries from the case. Another defect of the new derivative action is that it does not mention the issue of litigation funding. Without appropriate funding rules, derivative action would not actually be taken. The American contingent fees are most favorable in terms of facilitating derivative actions and current experience of derivative actions in the US indicates that contingent fees would not necessarily lead to frivolous litigation.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"547 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-04-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123918439","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 Supervisory Board Report: Little Insight About Oversight","authors":"M. Lückerath-Rovers, M. Scheltema","doi":"10.2139/SSRN.1748485","DOIUrl":"https://doi.org/10.2139/SSRN.1748485","url":null,"abstract":"This article investigates to what extent the report by the Supervisory Board (hereafter: the SB-report) provides the reader with useful information. We investigate this for sixty companies testing all requirements regarding the SB-report. First of all, we investigate whether the SB-report fulfils the formal requirements. Furthermore, a judgment is being rendered regarding the degree of insight that the report provides to the user. Our investigation shows that little insight can be obtained about the way in which the SB monitors the Management Board (hereafter: MB), even though the Dutch Corporate Governance Code (hereafter: the Code) requires this. Thus, we plead for the Code to become more descriptive in this respect. At the same time, we give examples of SB-reports that, in our view, do provide adequate insight, albeit occasionally. This article contributes to the discussion about the openness that Bs are prepared to give regarding their work. The way in which SBs operate is often felt as being a “black box”. Even though shareholders may query the SBs about the execution of their Supervision of the MB at the Annual Meeting of Shareholders, they – like other stakeholders – have little information at hand to form themselves a reasonable impression thereof. This article not only contains a theoretical section regarding the use of transparency and legal requirements, but also takes a look at current practices. The article closes with some recommendations that may contribute to the quality of SB-reports.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"53 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-01-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127952813","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 Governance and Corporate Social Responsibility in Family Owned Firms: A Case Study of a Greek Shipping Company","authors":"Ektor Tsatsoulis","doi":"10.2139/SSRN.1853955","DOIUrl":"https://doi.org/10.2139/SSRN.1853955","url":null,"abstract":"Family firms are playing an important role in the world economy. In some countries, especially in Asia and continental Europe, the family firm is the main form of corporation.Although corporate governance is usually addressed to corporations with high dispersion, corporate governance and corporate social responsibility issues are also present in family firms. The purpose of this dissertation is to examine the special issues related to these notions in family firms and the drivers that lead family firms to adopt such policies. For this purpose I used a case study research on a Greek shipping company, owned and controlled by a family. My findings indicate that the drivers for corporate governance and CSR originate mainly in personal values and personal ethics. Personal experiences and respect for the people and the environment lead to good practices and engagement of the stakeholders to the prosperity of the firm. Further studies are required in order to draw generalizations from the findings of this research.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"50 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122084352","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 Governance in Transition and Developing Economies: A Case Study of Mauritius","authors":"Robert W. McGee","doi":"10.2139/ssrn.1665097","DOIUrl":"https://doi.org/10.2139/ssrn.1665097","url":null,"abstract":"The World Bank has published a series of reports on corporate governance as part of its project on the Reports on the Observance of Standards and Codes (ROSC). The corporate governance principles in its ROSC Reports are benchmarked against the OECD’s Principles of Corporate Governance (OECD 2004). The main categories of principles are discussed below. This study focuses on the main corporate governance attributes of Mauritius. The paper concludes with an extensive bibliography.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"117 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-08-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115400282","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":"Securities and Exchange Board of India and the Regulation of the Indian Securities Market","authors":"G. Sabarinathan","doi":"10.2139/SSRN.2145220","DOIUrl":"https://doi.org/10.2139/SSRN.2145220","url":null,"abstract":"Financial markets have an important relationship with economic development. Regulation has been acknowledged to enable the orderly functioning of the securities market. The Securities and Exchange Board of India (SEBI) is the regulator charged with the orderly functioning of the securities market in India, protect the interests of investors and ensure development of the securities market. Since the establishment of SEBI in 1992, the Indian securities market has grown enormously in terms of volumes, new products and financial services. The literature examining the role of SEBI in this growth and development is limited and somewhat dated. This paper supplements the existing literature by updating the developments in the securities markets over the years. It complements the extant literature by enhancing the framework for examining the adequacy of the institutional arrangements under SEBI and then by examining whether the statutory arrangements at SEBI’s disposal are adequate ensure a well functioning securities market. This paper would be an important first step for a more systematic evaluation of the contribution of SEBI to the working of the Indian securities market. This paper is a substantial revision and updated version of an earlier paper on this subject.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"43 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125374011","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":"Perspectives of European Company Law (Prospettive Del Diritto Societario Europeo) (Italian)","authors":"P. Santella","doi":"10.2139/ssrn.1621809","DOIUrl":"https://doi.org/10.2139/ssrn.1621809","url":null,"abstract":"The Freedom of establishment for companies introduced by the Treaty of Rome left member States the freedom to define the criteria that identify the company seat and the modalities to transfer its seat. This article describes the various solutions that have been tried in the last 50 years to allow full freedom of establishment, from the initiatives adopted at the beginning of the European Communities to the current legislative and non-legislative proposals. At first a convention was signed among the then six Member States to coordinate national legislations on conflicts of laws and international private law, that is those national provisions which disciplined the exit from and entrance in their legal systems of a company. The convention allowed companies to move their seat from one Member State to another on condition to apply the relevant provisions of both national legislations. The convention was never ratified by The Netherlands because it did not allow to move the company seat subject only to the provisions of the host Member State. At that time (1968) The Netherlands were convinced to have the most flexible company legislation and saw itself as a potential beneficiary of the migration of companies’ seat from other Member States. Since it was clear that fear of forum shopping was as an obstacle to full freedom of establishment, the European Commission then adopted an action plan aimed at harmonizing the company legislations of the Member States to reduce opportunities for forum shopping in the first place. Such a choice produced important results, leading to the adoption of several company law directives. However, the harmonization process stopped in the mid-1980s because of the fundamental differences among the Member States, in the first place in terms of the mandatory participation of employees to companies’ management and groups of companies. This is the main reason why only some of the legislative directives and regulations instrumental to full freedom of establishment have been adopted (European Company statute and directive Cross-Border Mergers) accompanied by restrictions to the regime of the seat and by mandatory requirements on employees’ participation to company management, while the 14th directive on seat transfer has not been adopted. In the last few years the European Court of Justice has adopted a series of rulings which pave an alternative way towards freedom of establishment based on mutual recognition of the national seat regimes. Finally, with the proposal for a European private company statute the European Commission has chosen to circumvent the differences among national company law provisions by allowing wide recourse to freedom of contract in the drafting of company statutes. Another obstacle to freedom of establishment is represented by the absence of a European company tax regime sufficiently harmonized to prevent that company mobility be a vehicle for fiscal forum shopping and that Member States adopt restrictive tax","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"34 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-06-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122993137","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":"German Corporate Law Reform's Impact on Publicly Listed Companies' Performance Through Changes in Ownership Concentration","authors":"Mantas Pakamore, Nikita Pusnakovs, Dmitrijs Timofejevs, Pavels Osipovs","doi":"10.2139/ssrn.1603215","DOIUrl":"https://doi.org/10.2139/ssrn.1603215","url":null,"abstract":"This paper analyses the German corporate law reform’s effect on the publicly listed companies’ ownership and performance. First, theoretically plausible implications of the most important laws that were issued 1990-2009 are provided, then an empirical analysis using 1997-2008 panel data consisting of ownership, Tobin’s Q, and sales growth follows. Empirical evidence shows that ownership has become more dispersed (the total number of shareholders is larger) and that it had a positive statistically and economically significant effect on companies’ market value during the period. However, supporting Stulz (1988) and Shleifer and Vishny (1997) theories of optimal ownership dispersion level, our findings indicate that Germany has already approached the optimal ownership dispersion and concentration level and increased the equity market efficiency; therefore, these positive effects on companies’ market value have started to diminish.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"22 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-04-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122211724","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":"Firm-Specific Factors Influencing the Selection of Accounting Options Provided by the IFRS: Empirical Evidence from Spanish Market","authors":"Juana Aledo Martínez, Fernando García-Martínez, Juan M. Marín Diazaraque","doi":"10.2139/ssrn.1521474","DOIUrl":"https://doi.org/10.2139/ssrn.1521474","url":null,"abstract":"It is generally accepted that International Financial Reporting Standards (IFRS) promote a \"true and fair\" presentation of financial statements. The improvement of the quality of financial reporting helps investors, bankers and regulators make better decisions. Spanish GAAP, on the other hand, are based on a \"prudent\" approach for asset and liability recognition and valuation, with the goal of protecting stakeholders. Adjustments introduced as a consequence of IFRS adoption may result in (i) the recognition (or derecognition) of assets and liabilities for the first time (i.e. derivative financial assets and liabilities) and (ii) the application of accounting criteria that differs from those recognised under local GAAP (i.e. cost vs. revaluation model). The main objective of this study is to examine the financial statements of the firms listed on the Spanish Continuous Stock Market that have been using IFRS since 2005 to determine the accounting policy options they apply under IFRS and, most importantly, to provide evidence of the factors driving these choices. Since there are significant differences in reporting quality between countries as a consequence of different accounting regimes and institutional frameworks, mandatory IFRS adoption provides an opportunity to assess the economic consequences of these differences. The main finding of this paper is that companies apply the most conservative criteria to reduce the number of discrepancies between the two standards, particularly in regards to presentation and measurement practices. Nevertheless, the evitacion from Spanish GAAP has a significant impact on reported equity and net income. Firms in Consumer services, Consumer goods, Oil and Gas, and Basic Materials, Manufacturing and Construction industries experience the largest adjustments. Additionally, we find that firm-specific factors such as industry, size, auditor’s opinion and capital structure influence the choice of accounting policy used to prepare financial statements. The findings reported in this paper provide a basis for debate about the quality of financial disclosure and reporting regulation and their impact across countries.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"22 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-12-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133496602","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":"Vertical Integration and Investor Protection in Developing Countries","authors":"Rocco Macchiavello","doi":"10.2139/ssrn.1512496","DOIUrl":"https://doi.org/10.2139/ssrn.1512496","url":null,"abstract":"The industrial organization of developing countries is characterized by the pervasive use of subcontracting arrangements among small, financially constrained firms. This paper asks whether vertical integration relaxes those financial constraints. It shows that vertical integration trades off the benefits of joint liability against the costs of rendering the supply chain more opaque to external investors. In contrast to the commonly held view that pervasive input and capital market imperfections are conducive to vertical integration, the model predicts that the motives for vertical integration are not necessarily higher in developing countries. In particular, vertical integration is more likely to arise at intermediate levels of investor protection and better contract enforcement with suppliers reduces vertical integration only if financial markets are sufficiently developed. Evidence supporting both predictions is discussed.","PeriodicalId":343950,"journal":{"name":"Corporate Governance: International/Non-US eJournal","volume":"43 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-11-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123754156","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}