Three essays in Swiss corporate governance

This dissertation is a combination of three relatively independent chapters on the subject of corporate governance. Corporate governance is presently at the epicenter of the global financial crisis. The lack of regulation and the misalignment of objectives have greatly contributed to the major crisis we are now in. Most governance research has been conducted in the United States in a context of widely held corporations and great executive power. It does not reflect the variety of situations around the world and we question the validity of this model in other contexts. The aim of this dissertation is to look at other governance models, in particular the Swiss corporate governance not only from a practical point of view, but also from a multi-theoretical approach. Traditional corporate governance literature has focused on the Anglo-American model that mainly follows the agency theory (Jensen and Meckling, 1976) in a shareholder-manager context, and overlooked other approaches. We focus on three different aspects of corporate governance using three different theories. First, we look at the ownership type of various corporations, using the agency theory in a context where issues between shareholders predominate over the typical shareholder-manager relationship. Second, we explore the adoption process of several governance mechanisms that, due to changes in legislation, has taken place in Switzerland since 2002. We use the institutional theory (DiMaggio and Powell, 1983), in a context where the environmental pressures are particularly high. Finally, we spotlight the board of directors as a key element of the governance of publicly listed corporations. Particularly, we focus on the independence of the board of directors, using a combination of the agency and resource dependence theories (Pfeffer, 1972; Pfeffer and Salancik, 1978).

The Politics of Network Governance in Europe: The Case of Energy Regulation

Networks are considered increasingly important for policy-making. The literature on new modes of governance in Europe suggests that their horizontal coordination capacity and flexible and informal structures are particularly suitable for governing the multilevel architecture of the European polity. However, empirical evidence about the effects of networks on policy-making and public policies is still quite limited. This article uses the case of the European network of energy regulators to explore the determinants of the position of network members and, in turn, the domestic adoption of soft rules developed within this network. The empirical analysis, based on multivariate statistics and semi-directive interviews, supports the expectation that institutional complementarities increase actors' centrality in networks, while arguments based on organisational resources and age are disproved. Furthermore, results show that the overall level of adoption is considerable and that centrality might have a small positive effect on domestic adoption.