The implementation of corporate governance in Germany and Brazi l: a comparative case study

The recent promotion of best corporate governance standards by several different government institutions and non-for profit organizations resulted in the implementation of more sophisticated governance mechanisms. As consequence to the separation of ownership and control the concept of agency theory arose. Agency theory argues that without out proper control mechanism managers would behave exploit owners due to information asymmetry. Regulators have promoted corporate governance mechanisms in order to address this issue. This paper aims to contrast the implementation of best corporate governance practices in Germany and Brazil on the example of two practical examples. With this purpose in mind, this paper analyzed two companies listed in the main stock exchange in Germany and Brazil throughout a period of 5 years. In order to measure the degree of corporate governance practices implemented 3 different parameters have been chosen. In line with great part of the literature the parameters considered to be relevant are; composition, procedures and deviation from the local corporate governance code. The comparison of the data revealed that board composition in the two analyzed companies is similar regarding the proportion of independent representatives but does distinguish in size. While committees are related to the same topics it can be implied that Natura’s board is more involved in the actual management of the company. Lastly, Beiersdorf has been able to comply to a larger extend with the recommendations of the local German code than Natura to the recommendations published by Brazilian code of the IBGC.

Two heads may not be better than one : corporate board structure, managerial self-dealing,and common agency

This paper compares the effects on corporate performance and managerial self-dealing in a situation in which the CEO reports to a single Board that is responsible for both monitoring management and establishing performance targets to an alternative in which the CEO reports to two Boards, each responsible for a different task. The equilibrium set of the common agency game induced by the dual board structure is fully characterized. Compared to a single board, a dual board demands less aggressive performance targets from the CEO, but exerts more monitoring. A consequence of the first feature is that the CEO always exerts less effort toward production with a dual board. The effect of a dual board on CEO self-dealing is ambiguous: there are equilibria in which, in spite of the higher monitoring, self-dealing is higher in a dual system. The model indicates that the strategic interdependence generated by the assignment of different tasks to different boards may yield results that are far from the desired ones.

Corporate governance and its influence on the investment decision process of equity market's professionals: An inside view of how corporate governance issues influence the decision-making process of sell-side and buy-side professionals when analyzing Brazilian listed companies

Corporate governance has been in the spotlight for the past two decades, being subject of numerous researches all over the world. Governance is pictured as a broad and diverse theme, evolving through different routes to form distinct systems. This scenario together with 2 types of agency problems (investor vs. management and minorities vs. controlling shareholders) produce different definitions for governance. Usually, studies investigate whether corporate governance structures influence firm performance, and company valuation. This approach implies investors can identify those impacts and later take them into consideration when making investment decisions. However, behavioral finance theory shows that not always investors take rational decisions, and therefore the modus operandi of those professionals needs to be understood. So, this research aimed to investigate to what extent Brazilian corporate governance standards and practices influence the investment decision-making process of equity markets' professionals from the sell-side and buy-side. This exploratory study was carried out through qualitative and quantitative approaches. In the qualitative phase, 8 practitioners were interviewed and 3 dimensions emerged: understanding, pertinence and practice. Based on the interviews’ findings, a questionnaire was formulated and distributed to buy-siders and sell-siders that cover Brazilian stocks. 117 respondents from all over the world contributed to the study. The data obtained were analyzed through structural equation modeling and descriptive statistics. The 3 dimensions became 5 constructs: definition (institutionalized governance, informal governance), pertinence (relevance), practice (valuation process, structured governance assessment) The results of this thesis suggest there is no definitive answer, as the extent to which governance will influence an investment decision process will depend on a number of circumstances which compose the context. The only certainty is the need to present a “corporate governance behavior”, rather than simply establishing rules and regulations at firm and country level.

Corporate governance development in privately held family businesses: a multiple case analysis

The objective of this study is to better understand and illustrate the process and the motivations for corporate governance implementation in Brazilian privately held family businesses. Three case companies were analyzed through an adapted developmental framework to illustrate the progression in corporate governance in response to changes in the ownership, investment and management dimensions over time. In this development, causal relationships between corporate governance and the three other framework dimensions were identified. It was found that the analyzed companies´ corporate governance implementation was motivated by the need to curb agency costs, whereas a cornerstone in this development was the first generational change. Only after the family businesses have reached the necessary maturity on all three dimensions, corporate governance practices were implemented. Put simply, the analyzed case companies developed formal systems as they grew more complex. This study complements the academic discussions on corporate governance in family businesses by offering Brazilian evidence on its underlying motivations and sequential implementation over time.

Comparison and analysis of corporate social responsibility (CSR) reports of the top five companies ranked on the 2013 CSR RepTrak

In the 1970s, Corporate Social Responsibility (CSR) was discussed by Nobel laureate Milton Friedman in his article “The Social Responsibility of Business Is to Increase Its Profits.” (Friedman, 1970). His view on CSR was contemptuous as he referred to it as “hypocritical window-dressing” a reflection of the view of Corporate America on CSR back then. For a long time short-term maximization of shareholder value was the only maxim for top management across industries and companies. Over the last decade, CSR has become a more important and relevant factor of a company’s reputation, shifting the discussion from whether CSR is necessary to how best CSR commitments should be done (Smith, 2003). Inevitably, companies do have an environmental, social and economic impact, thereby imposing social costs on current and future generations. In 2013, 50 of the world biggest companies have been responsible for 73 percent of the total carbon dioxide (CO2) emission (Global 500 Climate Change Report 2013). Post et al. (2002) refer to these social costs as a company’s need to retain its “license to operate”. In the late 1990s, CSR reporting was nearly unknown, which drastically changed during the last decade. Allen White, co-founder of the Global Reporting Initiative (GRI), said that CSR reporting”… has evolved from the extraordinary to the exceptional to the expected” (Confino, 2013). In confirmation of this, virtually all of the world’s largest 250 companies report on CSR (93%) and reporting by now appears to be business standard (KPMG, 2013). CSR reports are a medium for transparency which may lead to an improved company reputation (Noked, 2013; Thorne et al, 2008; Wilburn and Wilburn, 2013). In addition, it may be used as part of an ongoing shareholder relations campaign, which may prevent shareholders from submitting Environmental and Social (E&S)1 proposals (Noked, 2013), based on an Ernst & Young report 1 The top five E&S proposal topic areas in 2013 were: 1. Political spending/ lobbying; 2. Environmental sustainability; 3. Corporate diversity/ EEO; 4.Labor/ human rights and 5. Animal testing/ animal welfare. Three groups of environmental sustainability proposal topics of sub-category number two (environmental sustainability) 6 2013, representing the largest category of shareholder proposals submitted. PricewaterhouseCoopers (PwC) even goes as far as to claim that CSR reports are “…becoming critical to a company’s credibility, transparency and endurance.” (PwC, 2013).

Social media crises in the organization: exploring management strategies through cases from France and Brazil

The aim of this Master’s thesis has been to shed light on the response strategies that organizations are implementing when facing a crisis created on or amplified by social media. Since the development of social media in the late 1990s, the interplay between the online and the offline spheres has become more complex, and characterized by dynamics of a new magnitude, as exemplified by the wave of “Twitter” Revolutions or the Wikileaks scandal in the mid 2000s, where online behaviors deeply affected an offline reality. The corporate world does not escape to this worldwide phenomenon, and there are more and more examples of organizational reputations destroyed by social media “fireballs”. As such, this research aims to investigate, through the analysis of six recent cases of corporate crises (2013-2015) from France and Brazil, different strategies currently in use in order to identify examples of good and bad practices for companies to adopt or avoid when facing a social media crisis. The first part of this research is dedicated to a review of the literature on crisis management and social media. From that review, we were able to design a matrix model, the Social Media Crisis Management Matrix, with which we analyzed the response strategies of the six companies we selected. This model allows the conceptualization of social media crises in a multidimensional matrix built to allow the choice, according to four parameters, of the most efficient (that is: which will limit the reputational damage) response strategy. Attribution of responsibility for the crisis to the company by stakeholders, the origin of the crisis (internal or external), the degree of reputational threat, and the emotions conveyed online by stakeholders help companies determining whether to adopt a defensive response, or an accommodative response. The results of the analysis suggest that social media crises are rather manichean objects for they are, unlike their traditional offline counterparts, characterized by emotional involvement and irrationality, and cannot be dealt with traditionally. Thus analyzing the emotions of stakeholders proved to be, in these cases, an accurate thermometer of the seriousness of the crisis, and as such, a better rudder to follow when selecting a response strategy. Consequently, in the cases, companies minimized their reputational damage when responding to their stakeholders in an accommodative way, regardless of the “objective” situation, which might be a change of paradigm in crisis management.

Green teams: Understanding their roles in the environmental management of companies located in Brazil

Green teams are frequently considered in the state-of-the-art literature as an essential factor for companies aiming to implement and improve environmental management approaches and practices. However, most of the available literature on green teams is conceptual and theoretical by nature. Therefore, the main purpose of this article is to evaluate the main characteristics of green teams in Brazilian companies and to analyse the relationships between green teams and the maturity level of environmental management in those companies. Based on a conceptual background on corporate environmental management and green teams, a research was done in two complementary phases: a survey of 94 companies with ISO 14001 certification; and a multiple case study of four industrial companies. Survey results suggest that 82% of the studied companies have cross-functional green teams, i.e. involving various companies' departments; and 65% have functional green teams, i.e. individual department teams. The results of the case study suggest that the use of green teams is an instrument to the greening of companies with ISO 14001 in Brazil. The company with the most proactive and advanced environmental management is the same company which uses green teams more intensely. Green teams are especially necessary for implementing more technical environmental management practices, e.g. Life Cycle Assessment. Since this is one of the first studies analysing green teams, the results presented can be useful for companies and public policies aiming to implementation of environmental initiatives. © 2012 Elsevier Ltd. All rights reserved.

The role of evaluation in decision-making in the management of health services

The management of health services is a complex administrative practice due to the breadth of the field of health and the need to reconcile individual, corporate and collective interests that are not always convergent. In this context, the evaluation needs to have specific characteristics in order to fulfill its role. The scope of this study was to establish the characteristics that the evaluation for the management of health services should have to contribute to decision-making. Usefulness, opportunity, feasibility, reliability, objectivity and directionality represent the set of principles upon which the evaluation should be based. Evaluations should lead to decisions that guarantee not only their efficiency and effectiveness but also their implementation. The evaluation process should ensure that decisions involve all stakeholders in order to render the implementation of decisions feasible, and take into account the health needs of the population and the goals set for the services. The scope of this article is to elicit a debate among different stakeholders in the evaluation in the hope that it can contribute to the reflection on the real usefulness of evaluations in which the political component in management has been increasingly prevalent.

Knowledge management and strategic orientation: leveraging innovativeness and performance

Purpose - The aim of this study is to investigate whether knowledge management (KM) contributes to the development of strategic orientation and to enhance innovativeness, and whether these three factors contribute to improve business performance. Design/methodology/approach - A sample of 241 Brazilian companies was surveyed, using Web-based questionnaires with 54 questions, using ten-point scales to measure the degree of agreement on each item of each construct. Structural equation modeling techniques were applied for model assessment and analysis of the relationships among constructs. Exploratory factor analysis, confirmatory factor analysis, and path analysis using the technique of structural equation modeling were applied to the data. Findings - Effective KM contributes positively to strategic orientation. Although there is no significant direct effect of KM on innovativeness, the relationship is significant when mediated by strategic orientation. Similarly effective KM has no direct effect on business performance, but this relationship becomes statistically significant when mediated by strategic orientation and innovativeness. Research limitations/implications - The findings indicate that KM permeates all relationships among the constructs, corroborating the argument that knowledge is an essential organizational resource that leverages all value-creating activities. The results indicate that both KM and innovativeness produce significant impacts on performance when they are aligned with a strategic orientation that enables the organization to anticipate and respond to changing market conditions. Originality/value - There is a substantial body of research on several types of relationships involving KM, strategic orientation, innovativeness and performance. This study offers an original contribution by analyzing all of those constructs simultaneously using established scales so that comparative studies are possible.

On the Efficiency of the Benchmarks Used in the Asset Management

In this work we studied the efficiency of the benchmarks used in the asset management industry. In chapter 2 we analyzed the efficiency of the benchmark used for the government bond markets. We found that for the Emerging Market Bonds an equally weighted index for the country weights is probably the more suited because guarantees maximum diversification of country risk but for the Eurozone government bond market we found a GDP weighted index is better because the most important matter is to avoid a higher weight for highly indebted countries. In chapter 3 we analyzed the efficiency of a Derivatives Index to invest in the European corporate bond market instead of a Cash Index. We can state that the two indexes are similar in terms of returns, but that the Derivatives Index is less risky because it has a lower volatility, has values of skewness and kurtosis closer to those of a normal distribution and is a more liquid instrument, as the autocorrelation is not significant. In chapter 4 it is analyzed the impact of fallen angels on the corporate bond portfolios. Our analysis investigated the impact of the month-end rebalancing of the ML Emu Non Financial Corporate Index for the exit of downgraded bond (the event). We can conclude a flexible approach to the month-end rebalancing is better in order to avoid a loss of valued due to the benchmark construction rules. In chapter 5 we did a comparison between the equally weighted and capitalization weighted method for the European equity market. The benefit which results from reweighting the portfolio into equal weights can be attributed to the fact that EW portfolios implicitly follow a contrarian investment strategy, because they mechanically rebalance away from stocks that increase in price.

The Road to Poverty Reduction: Corporate Governance and Female Participation in MFIs

1.Microfinance Industry – Context of Analysis. This paper is an introduction to the microfinance industry. It serves as a context of analysis, for the empirical settings and basis for building the theoretical argument for the thesis. 2.Women in Microfinance Institutions: The Road to Poverty Reduction and Gender Equality? One of the unique aspects of microfinance institutions is their focus on outreach, i.e. their ability to reach the poor. This paper explores whether the presence of women in microfinance institutions is associated with improved outreach. Building on prior research that shows that women tend to improve financial performance and social responsibility, we examine an original dataset of 226 microfinance institutions. The empirical results suggest that the presence of a female CEO, female managers and female loan officers is directly related to improved outreach, while the presence of women board members is not. 3. Women in Microfinance Institutions: Is There a Trade-Off Between Outreach and Sustainability? Abstract This paper’s contribution to the understanding of microfinance is two-fold. First, while it has been shown that female CEOs in MFIs increase financial performance, it will be argued that female managers, female loan officers and female board members will do the same. Secondly, having previously shown that having a female presence in management in MFIs improves social performance the outreach, it will be argued that having females in the MFIs’ management will not lead to a trade-off between outreach and sustainability. These findings are based on an original data set of 226 MFIs. Statistical analysis demonstrates that a weak relationship between female managers and female loan officers vis-à-vis financial performance, but female board members do not. The trade-off between outreach and sustainability can be avoided with the appointment of females to the MFIs’ management positions, but the same cannot be concluded for female board members.

Analisi automatica della corporate reputation attraverso il topic modeling

Questo elaborato tratta dell'importanza dell'analisi testuale tramite strumenti informatici. Presenta la tecnica più utilizzata per questo tipo di analisi il: Topic Modeling. Vengono indicati alcuni degli algoritmi più sfruttati e si descrivono gli obiettivi principali. Inoltre introduce il Web Mining per l’estrazione di informazioni presenti nel web, specificando una tecnica particolare chiamata Web Scraping. Nell'ultima sezione dell’elaborato viene descritto un caso di studio. L’argomento dello studio è la Privatizzazione. Viene suddiviso in tre fasi, la primi riguarda la ricerca dei documenti e articoli da analizzare del quotidiano La Repubblica, nella seconda parte la raccolta di documenti viene analizzata attraverso l’uso del software MALLET e come ultimo passo vengono analizzati i topic, prodotti dal programma, a cui vengono assegnate delle etichette per identificare i sotto-argomenti presenti nei documenti della raccolta.

Psychological Sense of Community: A New Construct for the Field of Management

This article introduces a new construct to the field of management called Psychological Sense of Community (PSOC). This is important because management scholars are calling for the creation of communities in organizations in an environment that lacks appropriate construct development. The aims of this article are threefold: (a) develop a working definition of PSOC via a review of the extant literature on PSOC from other disciplines with the goal of translating it into the domain of management, (b) synthesize findings from parallel literatures on the outcomes of PSOC with an eye toward exploring the relevance of such outcomes in management contexts, and (c) assess the value of PSOC as it relates to its uniqueness in relation to other prominent management constructs and its scope of applicability in a variety of management inquiry areas.