Ethical transnational corporate activity at home and abroad: A proposal for reforming continuous disclosure obligations in Australia and the United States

Multinational Corporations establish operations in states with lower legal and ethical standards in areas including the environment, wages, labor standards, human rights, corruption, and company taxation. Corporate law scholars cannot be indifferent to the horrific consequences of these lax standards. From contributing to rapes and violent incidents stemming from trade in conflict minerals in the Congo to the killing of workers due to poor conditions in garment manufacturing units in Bangladesh, multinational corporations exploit conditions in developing countries abroad without disclosing their actions at home. We advance a normative argument to clarify and strengthen the existing model of disclosure-based regulation to hold MNCs accountable. We argue that, since the core expectations held by shareholders of companies are the same whether they are operating within our borders or externally, a harmonization of disclosure obligations imposed by law would be a more flexible and less costly solution. We posit that a broader reading of the disclosure obligations of companies under existing legislation like the Reg. S-K in the United States, the continuous disclosure rules under * Dean and Professor of Law, University of Newcastle Law School. Sandeep Gopalan would like to thank Terrie Troxel, Jack Tatom, Professor Bill Wilhelm, and the Networks Financial Institute at Indiana State University College of Business for their valuable support in conducting research for this article. We are also grateful to Audrey Son, Bassam Khawaja, and the editorial staff of the Columbia Human Rights Law Review for their excellent editorial work. ** Solicitor and doctoral candidate, University of Newcastle Law School. 2 COLUMBIA HUMAN RIGHTS LAW REVIEW [46.2:1 the Australian Corporations Act 2001, and listing rules such as those adopted by the Australian Securities Exchange and the New York Stock Exchange would require the disclosure of material corporate practices outside our national borders.

The role of internal audit in corporate governance and management

This research report is based on a study undertaken in Australia, and aims to evaluate the role of internal audit in corporate governance and management. It identifies the accountability structures and objectives of internal audit, considers the nature of internal audit functions and the extent of application of The Institute of Internal Auditors Standards of Professional Practice, reviews the relationships of the chief audit executives (CAEs) and assesses the nature of financial report risks and other issues covered by internal auditors. The research findings include a diversity of accountability structures for CAEs and a range of internal audit activities, with the application of the IIA Standards being in need of improvement. In conclusion, the researchers make recommendations for improvements in practice to be considered by The Institute of Internal Auditors and other regulating and governing bodies.

A conformity test of corporate financial disclosures in Asian and Middle East countries

This paper investigates the financial disclosure practices of corporate annual reports published in Asian countries including Bangladesh, Indonesian, Malaysia and the Middle East countries including Bahrain, Iran, Jordan, Kuwait, Oman, Pakistan, Qatar, Saudi Arabia and Turkey. The purpose of the study is to measure the financial disclosure diversity in these countries, with a view to developing a classification of their similarities and differences in respect to their compliance with International Accounting Standards (IASs). Annual reports of 132 public companies listed on the relevant countries stock exchanges are the central data source, supplemented with other reliable information about financial disclosure practices in each country. A disclosure checklist adopted from all IASs and summarised in 306 individual items of financial disclosures is used as a means of extending an understanding of financial reporting literature. Additionally, it provides an indication of voluntary progress towards harmonisation of international accounting practices in several Asian and Middle Eastern countries. Results show the degree of conformity with IASs from less to high conformity is: Saudi Arabia, Qatar, Bangladesh, Iran, Bahrain, Jordan, Pakistan, Oman, Turkey, Malaysia, Kuwait and Indonesia.

The curious case of the Occidental and Regal : the evolution of solvency and disclosure standards in the Australian life insurance industry

In 1990, the Australian life insurance industry was rocked by a scandal that threatened to destabilize consumer confidence in the ability of insurance providers to meet policyholder liabilities. The incident highlighted the nature of the agency problems that arise when conditions of asymmetric information exist. It revealed systemic weaknesses in accounting, solvency and disclosure standards as they applied to life insurers. This article uses an evolutionary concept of agency to analyse government and industry responses to this event. It is argued that initial adaptive responses stabilized the industry and averted a more serious crisis. Longer term innovative responses led to the introduction of a new and more rigorous approach to reporting and solvency standards, which has improved information flows and agency outcomes.

Regulatory and enabling approaches to corporate law enforcement : patterns of litigation 1986-2002 and the effect of recent reforms in New Zealand, Australia and the United Kingdom

Enforcement of corporate rights and duties may follow either a ‘regulatory’ or ‘enabling’ model. If a regulatory approach is taken, enforcement action will generally be undertaken by regulatory agencies such as, in New Zealand, the Registrar of Companies and Securities Commission, the Australian Securities and Investments Commission (ASIC) or the Department of Trade and Industry (DTI) in the United Kingdom. If an enabling approach is chosen, enforcement action will more often be by private parties such as company shareholders, directors or creditors. When New Zealand's company law was reformed in 1993, a primarily private enforcement regime was adopted, consisting of a list of statutory directors' duties and an enhanced collection of shareholder remedies, based in part upon North American models and including a statutory derivative action. Public enforcement was largely confined to administrative matters and the enforcement of the disclosure requirements of New Zealand's securities law. While the previous enforcement regime was similarly reliant on private action, the law on directors' duties was less accessible, and shareholder action was hindered by the majority rule principle and the rule in Foss v Harbottle. This approach is in contrast with that used in Australia and the United Kingdom, where public agencies have a much more prominent enforcement role despite recent and proposed reforms to directors' duties and shareholder remedies. These reforms are designed to improve the ability of private parties to enforce corporate rights and duties. A survey of enforcement litigation in New Zealand since 1986 indicates that the object of a primarily enabling enforcement regime seems to have been achieved, and may well have been achieved even without the 1993 reform package. Private enforcement has, in fact, been much more prevalent than public enforcement since well before the enactment of the new legislation. Most enforcement action both before and after the reform was commenced by shareholders and shareholder/directors, and most involved closely held companies. Public enforcement was largely undertaken in areas such as securities law, where the wider public interest was affected. Similar surveys of Australian and United Kingdom enforcement litigation reveal a proportionally much greater reliance on public bodies to enforce corporate rights and duties, indicating a more regulatory approach. The ASIC and DTI enforced a wider range of provisions, affecting both closely and widely held companies, than those subject to public enforcement in New Zealand. Publicly enforced provisions in Australia and the United Kingdom include directors' duties and provisions dealing with disqualification from managing companies, as well as securities law requirements.

NGO's use of the media to create changes in corporate activities and accountabilities : evidence from a developing country

This paper investigates how social and environmental NGOs use the news media to create changes in the operations and associated accountabilities of multinational companies operating in, or sourcing products from, a developing country. In this research, we explicitly seek the views of senior officers from global and local NGOs operating in Bangladesh, as well as the views of journalists from major global and local news media organisations. Our results show that social and environmental NGOs strategically use the news media to effect change in the operating and disclosure policies pertaining to corporate labour practices. More particularly, both the NGOs and the news media representatives stated that NGOs would be relatively powerless to create change without media coverage. Our results also show that the media agenda has been responsible for creating improvements in working condition within Bangladesh, but further improvements are necessary. This is the first known study to specifically address the joint role of NGOs and the news media in creating changes in the social and environmental operating and disclosure practices of organisations operating in developing countries.

Corporate social responsibility reporting : a business strategy by Australian banks?

The growth of voluntary corporate social responsibility (CSR) reporting reflects society's expectations for business to set higher ethical standards and to undertake business in a way that meets the profit imperative (the bottom line). Additionally, the community expects socially and environmentally responsible behaviour practices; the so-called triple bottom line approach. The paper briefly reviews the development of corporate social responsibility reporting from the perspective of two large Australian banks and attempts to understand their motivation for voluntary disclosure. Stakeholder theory and game theory provide a means to analyse why banks undertake CSR reporting. The paper compares Westpac and National Australia Bank's CSR reporting over the period 2004-2005 utilising external rating agencies and CSR reports to determine the extent of disclosure in relation to employees, environment, community and customers. The paper concludes with a discussion of the pros and cons of CSR, the role of regulation and recommendations for future policy direction.

The nature of corporate social responsibility disclosures by the Bangladeshi commercial banks

The Bangladesh Bank is now encouraging corporate social responsibility (CSR) disclosure by banks however the adoption of CSR remains voluntary and not mandatory. The aim in this paper is to determine the nature and extent of corporate social responsibility disclosure in the banking sector in Bangladesh, and to assess the need to improve corporate social responsibility by such organisations. We observe, from our content analysis of the annual reports of three cases studies within the banking industry of Bangladesh, that corporate social responsibility disclosures focus on initiatives undertaken to support two critical two sectors within Bangladesh's economy. agriculture and the SME sector. Further disclosures address contributions and donations made by the banks to support underprivileged sections of Bangladesh society including destitute youth and women. Of the three cases examined in this study, two are relatively new entrants to the banking sector. We observed that the newest firm, incorporated in 1999, made no disclosures in regards to its corporate social responsibility and, as a consequence, conclude that the corporate governance mechanisms in this firm are likely to be unsophisticated.

A study of voluntary disclosure by listed firms in China

This study investigates the impact of changed disclosure environment on listed Chinese firms in respect of their disclosure decisions. It provides empirical evidences showing that firms have positively responded to the pressure exerted by regulatory bodies in China. Voluntary information disclosure has been adopted by firms to achieve stakeholder salience.

Corporate sustainability reporting of major commercial banks in line with GRI : Bangladesh evidence

Purpose – This paper aims to examine the tendencies of sustainability reporting by major commercial banks in Bangladesh in comparison with global sustainability reporting indicators outlined in the GRI framework together with banks' predilection toward reporting 16 GRI financial service sector (FSS) specific performance indicators.

Design/methodology/approach – Based on the GRI G3 guidelines, the paper investigated banks' reporting in five broad areas of sustainability, such as environment, labour practices and decent works, product responsibility, human rights and society. The 2008/2009 annual reports of 12 major commercial banks listed on Dhaka stock exchange were analysed and coded using a content-based technique.

Findings – The results show that information on society is addressed most extensively with regard to extent of reporting. This is followed by the disclosures prepared on decent works and labour practices and environmental issues. Furthermore, the disclosures of product responsibility information and the information for human rights are rather scarce in banks' reporting; on the subject of FSS-specific disclosures, only seven items out of 16 are disclosed by all sample banks.

Research limitations/implications – The findings of the study indicate that Bangladeshi commercial banks' social disclosures could develop in this style to become more holistic and over time (in association with the country's central bank involvement) to resemble a type of structured reporting to the point where they are properly labelled per se.

Originality/value – The study contributes to the social disclosure literature, in particular in a developing countries banking sector context, seeing as it disseminates evidence of the standing on social disclosures practices at the level of GRI with developing countries' banks data.

Environmental incidents in a developing country and corporate environmental disclosures : a study of a multinational gas company

Purpose – The purpose of this paper is to examine the environmental disclosure initiatives of Niko Resources Ltd – a Canada-based multinational oil and gas company – following the two major environmental blowouts at a gas field in Bangladesh in 2005. As part of the examination, the authors particularly focus on whether Niko’s disclosure strategy was associated with public concern pertaining to the blowouts.
Design/methodology/approach – The authors reviewed news articles about Niko’s environmental incidents in Bangladesh and Niko’s communication media, including annual reports, press releases and stand-alone social responsibility report over the period 2004-2007, to understand whether news media attention as proxy for public concern has an impact on Niko’s disclosure practices in relation to the affected local community in Bangladesh.
Findings – The findings show that Niko did not provide any non-financial environmental information within its annual reports and press releases as a part of its responsibility to the local community which was affected by the blowouts, but it did produce a stand-alone report to address the issue. However, financial environmental disclosures, such as the environmental contingent liability disclosure, were adequately provided through annual reports to meet the regulatory requirements concerning environmental persecutions. The findings also suggest that Niko’s non-financial disclosure within a stand-alone report was associated with the public pressures as measured by negative media coverage towards the Niko blowouts.
Research limitations/implications – This paper concludes that the motive for Niko’s non-financial environmental disclosure, via a stand-alone report, reflected survival considerations:
the company’s reaction did not suggest any real attempt to hold broader accountability for its activities in a developing country.
Originality/value – This is the first known paper that investigates a multinational company’s disclosure behavior in relation to environmental incidents which occurred in a local community.

Perceptions of corporate boards about standards of corporate governance in Thailand

The aim in this study is to discover the nature and extent of corporate governance in listed companies in Thailand. This includes a consideration of theoretical underpinning for amendments made to the western models of corporate governance that have been implemented by Thai listed companies, and of the effect of corporate governance principles on financial information, including financial reports, used by stakeholders in Thai listed companies. The results in this study show that after the Asian financial crisis corporate governance in Thailand improved especially in enforcement and disclosure, and outside/independent directors and professional organisations are playing leading roles in that process. Better corporate governance has resulted from improved internal corporate governance mechanisms and enhanced accounting standards, information disclosure, and auditing standards. New and up-dated rules, new and revised laws, and increased regulation are in the forefront of improved corporate governance. Process-related activities like monitoring, supervising, enforcing, and higher awareness have increased. Moreover, corporate governance practices are now in the spotlight throughout the financial and investment markets.