Registered social landlords: private enterprise (f)or public good?

Millions of homes previously owned by councils have been transferred to the ownership of registered social landlords. Many of these are run as private companies under the principles first set out in the Combined Code of Corporate Governance. This articled considers whether it is appropriate to apply both the principles of the Code and regulation from the Housing Corporation as forms of control over such companies, and whether extensive government regulation negates the requirement for a board comprising independent directors expected to make strategic decisions while overseeing the executive. Conflict is created when trying to run these companies with a unitary board structure adhering to Combined Code principles while considering the wider interests of the community. It is questioned whether it is inefficient to try to meet these two objectives simultaneously and whether this system produces the best results for the community, the lenders and the end users.

Hierarchy of governance institutions and the pecking order of privatisation

This article discusses property rights, corporate governance frameworks and privatisation outcomes in the Central–Eastern Europe and Central Asia (CEECA) region. We argue that while CEECA still suffers from deficient ‘higher order’ institutions, this is not attracting sufficient attention from international institutions like EBRD and the World Bank, which focus on ‘lower order’ indicators. We discuss factors that may alleviate the negative impact of the weakness in institutional environment and argue for the pecking order of privatisation, where equivalent privatisation is given a priority but speed is not compromised.

Does ownership concentration improve M&A outcomes in emerging markets?: Evidence from India

Using firm level data from India, we examine the impact of ownership concentration on post-M&A performance of firms. Our analysis has implications for both the M&A literature, which emphasises the role of agency conflict between managers and owners of widely held companies as a key reason for M&A failures, and the corporate governance literature, especially in the context of emerging market economies. A cautious interpretation of our results suggests that while ownership concentration may reduce the manager–owner agency conflict, it may nevertheless precipitate other forms of agency conflict such that ownership concentration may not necessarily improve post-M&A performance. In particular, our results have implications for the literature on the agency conflict between large (or majority) shareholders and small (or minority) shareholders of a company, especially in contexts such as emerging market economies where corporate governance quality is weak.

Assisting national governments in governance, risk, and compliance:implementation of project management offices

Currently, there are many instances where public sector organizations and government entities collapse and are unable to provide the required services to the public. Such organizations do not have effective mechanisms of control or any specific department which manages projects occurring in the organization. However, this study suggests the incorporation of the Project Management Office (PMO) in public sector organizations for the purpose of managing project management. There are other relevant roles of the PMO discussed in this study. The study is contextualized with respect to Corporate Governance, Risk Management, and Compliance (GRC) and the study shows how PMO can benefit or compliment GRC and provide overall better standards of practice for public sector organizations. The study uses a mixed methodology for data collection and the findings contribute to the body of knowledge regarding PMO's and GRC.

From eco-efficiency to eco-effectiveness: The policy-performance paradox

The internalisation level of sustainability issues varies among topics and among countries. Companies give up less internalised issues for more internalised ones. Discrepancies between legal, market and cultural internalisation lead to different escape strategies: firms develop a high level environmental management system and they have nice sustainability policy and reports. These achievements cover the fact that their total emission keeps increasing and they do not proceed in solving the most crucial global community or corporate governance problems. ‘Escaper’ firms are often qualified as ‘leading’ ones, as a current stream of research is also ‘escapist’: it puts too much emphasis on sustainability efforts as compared to sustainability performance. Genuine strategies focus on hardcore sustainability issues and absolute effects rather than on issues easily solved and having high PR effects. They allow for growth in innovative firms, if they crowd out less efficient or more polluting ones. They produce positive environmental value added when sector average eco-efficiency is used as benchmark and do not accelerate market expansion and consumerism.

What does board capital really bring to the table? Exploring the effect of directors' human and social capital on effective governance during international expansion

What constitutes effective corporate governance? Which director characteristics render boards effective at positively influencing firm-level performance outcomes? This dissertation examines these questions by taking a multilevel, multidisciplinary approach to corporate governance. I explore the individual-, team-, and firm- level factors that enable directors to serve effectively as strategic resources during international expansion. I argue that directors' international experience improves their ability to serve as effective strategic consultants and resource providers to firms during the complex internationalization process. However, unlike prior research, which tends to assume that directors with the potential to provide important resources uniformly do so, I acknowledge contextual factors (i.e. board cohesiveness, strategic relevance of directors' experience) that affect their propensity to actually influence outcomes. I explore these issues in three essays: one review essay and two empirical essays.^ In the first empirical essay, I integrate resource dependence theory with insights from social-psychological research to explore the influence of board capital on firms' cross-border M&A performance. Using a sample of cross-border M&As completed by S&P 500 firms from 2004-2009, I find evidence that directors' depth of international experience is associated with superior pre-deal outcomes. This suggests that boards' deep, market-specific knowledge is valuable during the target selection phase. I further find that directors' breadth of international experience is associated with superior post-deal performance, suggesting that these directors' global mindset helps firms in the post-M&A integration phase. I also find that these relationships are positively moderated by board cohesiveness, measured by boards' internal social ties.^ In the second empirical essay, I explore the boundary conditions of international board capital by examining how the characteristics of firms' internationalization strategy moderate the relationship between board capital and firm performance. Using a panel of 377 S&P 500 firms observed from 2004-2011, I find that boards' depth of international experience and social capital are more important during early stages of internationalization, when firms tend to lack market knowledge and legitimacy in the host markets. On the other hand, I find that breadth of international experience has a stronger relationship with performance when firms' have higher scope of internationalization, when information-processing demands are higher.^

Internacionalização de empresas e o fechamento do capital : um estudo sobre a deslistagem no mercado brasileiro

This work contributes to the finance literature proposing to analyze the relationship between the degree of internationalization of Brazilian companies and the likelihood of delisting. Therefore, even though the internationalization as a differential, in the formulation of hypotheses and analysis of the relationship between the variables dealt with concepts and theories within the Corporate Governance, which is already established in theory when it comes to delisting. First, with a view to the theory of internalization, which gives competitive advantages to the company due the adoption internationalization strategy and in parallel to the positive effects that this strategy generates on firms performance, it was formulated an hypothesis that the degree of internationalization would be adversely related to the probability of delisting, mainly due to such benefits generated to the organization. In turn, as an alternative hypothesis of the research, it proposed a positive relationship between these variables, based on agency theory, according to which internationalization would contribute to delisting by increasing geographical separation between shareholders and managers and, consequently, agency conflicts and the difficulty of monitoring. For the achievement of objectives, as well as being included economic and financial variables and GC, it was proposed the analysis of periods of crisis, as the events of recent past of the Brazilian economy. Starting from a base model initially developed by Pour and Lasfer (2013), which later, the proxies of internationalization and crisis have been added also contemplating adjustments to the Brazilian context. The data collected include the period from 2006 to 2014 and information on active and inactive companies at Bovespa. As results, it was found negative significance between the degree of internationalization and the delisting decision, confirming the first hypothesis of the research and stating that the benefits generated by internationalization in the company generate it spreads and results that reduce the probability of delisting. By analyzing the results of control variables was still possible to observe that, even internationalization reducing the likelihood of delisting, by particular aspects of corporate governance in Brazil, such as the high ownership concentration, the benefits it generates contribute to delisting. Regarding the analysis in crisis, the consequences of the crisis of the US subprime in general market were more relevant that the occurrence of itself, unlike the Brazilian internal crisis of 2014, which was statistically significant for the analyzed event. For future researches it is suggested the expansion of database and individual treatment of the reasons adopted by a company when delisting decision.

Employee-owned firms: a labour model with potential?

In Spain, the companies that are mainly owned by the employees form a part of the Social Economy and offer an alternative business model, which is found in a conventional capitalist economy. The objective of this study is to establish whether there are significant differences in the performance of Employee Owned Firms (EOFs) and more conventionally structured businesses, non-Employee Owned Firms (non-EOFs), due to the inherent differences in the capital-ownership structure. The aim is to establish whether or not a corporate governance structure characterised by the employee participation for both the financial and the informational decision-making aspects can be advocated. The results show differences in favour of the conventional non-EOFs for various indicators measuring economic performance and confirm the different objectives of each business type; however, they provide evidence of significant differences in favour of the EOFs in terms of the efficient use of the capital and labour factors of production, according to the theoretical literature.

Making the governance of public bodies work : chair-chief executive relationships in practice

The authors gratefully acknowledge a grant from the British Academy (SG10591) and an award from the University of Aberdeen Knowledge Exchange and Transfer Fund.

Making the governance of public bodies work : chair-chief executive relationships in practice

The authors gratefully acknowledge a grant from the British Academy (SG10591) and an award from the University of Aberdeen Knowledge Exchange and Transfer Fund.

The quality of financial information in the extractive industries: a value relevance analysis

The extractive industry is characterized by high levels of risk and uncertainty. These attributes create challenges when applying traditional accounting concepts (such as the revenue recognition and matching concepts) to the preparation of financial statements in the industry. The International Accounting Standards Board (2010) states that the objective of general purpose financial statements is to provide useful financial information to assist the capital allocation decisions of existing and potential providers of capital. The usefulness of information is defined as being relevant and faithfully represented so as to best aid in the investment decisions of capital providers. Value relevance research utilizes adaptations of the Ohlson (1995) to assess the attribute of value relevance which is one part of the attributes resulting in useful information. This study firstly examines the value relevance of the financial information disclosed in the financial reports of extractive firms. The findings reveal that the value relevance of information disclosed in the financial reports depends on the circumstances of the firm including sector, size and profitability. Traditional accounting concepts such as the matching concept can be ineffective when applied to small firms who are primarily engaged in nonproduction activities that involve significant levels of uncertainty such as exploration activities or the development of sites. Standard setting bodies such as the International Accounting Standards Board and the Financial Accounting Standards Board have addressed the financial reporting challenges in the extractive industry by allowing a significant amount of accounting flexibility in industryspecific accounting standards, particularly in relation to the accounting treatment of exploration and evaluation expenditure. Therefore, secondly this study examines whether the choice of exploration accounting policy has an effect on the value relevance of information disclosed in the financial reports. The findings show that, in general, the Successful Efforts method produces value relevant information in the financial reports of profitable extractive firms. However, specifically in the oil & gas sector, the Full Cost method produces value relevant asset disclosures if the firm is lossmaking. This indicates that investors in production and non-production orientated firms have different information needs and these needs cannot be simultaneously fulfilled by a single accounting policy. In the mining sector, a preference by large profitable mining companies towards a more conservative policy than either the Full Cost or Successful Efforts methods does not result in more value relevant information being disclosed in the financial reports. This finding supports the fact that the qualitative characteristic of prudence is a form of bias which has a downward effect on asset values. The third aspect of this study is an examination of the effect of corporate governance on the value relevance of disclosures made in the financial reports of extractive firms. The findings show that the key factor influencing the value relevance of financial information is the ability of the directors to select accounting policies which reflect the economic substance of the particular circumstances facing the firms in an effective way. Corporate governance is found to have an effect on value relevance, particularly in the oil & gas sector. However, there is no significant difference between the exploration accounting policy choices made by directors of firms with good systems of corporate governance and those with weak systems of corporate governance.

What Does Board Capital Really Bring to the Table? Exploring the Effect of Directors’ Human and Social Capital on Effective Governance During International Expansion

What constitutes effective corporate governance? Which director characteristics render boards effective at positively influencing firm-level performance outcomes? This dissertation examines these questions by taking a multilevel, multidisciplinary approach to corporate governance. I explore the individual-, team-, and firm- level factors that enable directors to serve effectively as strategic resources during international expansion. I argue that directors’ international experience improves their ability to serve as effective strategic consultants and resource providers to firms during the complex internationalization process. However, unlike prior research, which tends to assume that directors with the potential to provide important resources uniformly do so, I acknowledge contextual factors (i.e. board cohesiveness, strategic relevance of directors’ experience) that affect their propensity to actually influence outcomes. I explore these issues in three essays: one review essay and two empirical essays. In the first empirical essay, I integrate resource dependence theory with insights from social-psychological research to explore the influence of board capital on firms’ cross-border M&A performance. Using a sample of cross-border M&As completed by S&P 500 firms from 2004-2009, I find evidence that directors’ depth of international experience is associated with superior pre-deal outcomes. This suggests that boards’ deep, market-specific knowledge is valuable during the target selection phase. I further find that directors’ breadth of international experience is associated with superior post-deal performance, suggesting that these directors’ global mindset helps firms in the post-M&A integration phase. I also find that these relationships are positively moderated by board cohesiveness, measured by boards’ internal social ties. In the second empirical essay, I explore the boundary conditions of international board capital by examining how the characteristics of firms’ internationalization strategy moderate the relationship between board capital and firm performance. Using a panel of 377 S&P 500 firms observed from 2004-2011, I find that boards’ depth of international experience and social capital are more important during early stages of internationalization, when firms tend to lack market knowledge and legitimacy in the host markets. On the other hand, I find that breadth of international experience has a stronger relationship with performance when firms’ have higher scope of internationalization, when information-processing demands are higher.

Audit Tendering in the UK: A Review of Stakeholders’ Views

This study reports the results of a content analysis of the comment letters sent to the UK Financial Reporting Council (FRC), in response to its consultation document on the 2012 revisions of the UK Corporate Governance Code, concerning the proposal for mandatory audit tendering. The results indicate a general support for the FRC’s proposals with a number of key concerns related to audit quality, auditor independence and audit cost. There is also clear conflict of interests among some stakeholder groups such as audit firms and companies on one side and institutional investors on the other side. There is evidence of conflict of interest between Big 4 and non-Big 4 audit firms. Implications for future consultations and legislations are also discussed.