International handbook on privatization

Privatization has dominated industrial restructuring programs since the 1980s and continues to do so. This authoritative and accessible Handbook considers all aspects of this key issue, including the theory of privatization; privatization in transition, developed and developing economics; as well the economic regulation of privatized industries. The studies in this volume, introduced by international experts in the field 'presents evidence of the scope and effects of privatization, and consequently provide the basis for improving both policy formulation and implementation. However, they also emphasize that privatization is not an end in itself. It is argued that for privatization to be worthwhile and for lasting economic efficiency gains to be achieved, supporting reforms must accompany most privatization programs, particularly in the arenas of corporate governance and capital markets, product market competition, and state regulatory processes. Furthermore, several contributions demonstrate that the degree to which ownership and market liberalization can be usefully separated, and whether privatization without either competition or effective regulation is worthwhile, remain controversial issues. Furnishing the reader with a comprehensive and lively discussion of privatization in theory and practice, this Handbook will be the essential source of information for researchers in the field, and for a wide-ranging audience including public policy makers and specialists, development experts and agencies, international banks, public policy and regulation economists, and management consultants.

The disclosure of directors' share option information in UK companies

This paper considers the empirical determinants of the quality of information disclosed about directors’ share options in a sample of large companies in 1994 and 1995. Policy recommendations, consolidated in the recommendations of the Greenbury report, argue for full and complete disclosure of director option information. In this paper two modest contributions to the UK empirical literature are made. First, the current degree of option information disclosure in the FTSE 350 companies is documented. Second, option information disclosure as a function of variables that are thought to in¯uence corporate costs of disclosure is modelled. The results have implications for corporate governance. Speci®cally, support is oVered for the monitoring function of nonexecutive directors. In addition, nondisclosure is found to be related to variables which proxy proprietary costs of revealing information (such as company size).

How do public private partnerships influence business school performance in English-speaking Caribbean?

This thesis addresses the question of how business schoolsestablished as public privatepartnerships (PPPs) within a regional university in the English-speaking Caribbean survived for over twenty-one years and achieved legitimacy in their environment. The aim of the study was to examine how public and private sector actors contributed to the evolution of the PPPs. A social network perspective provided a broad relational focus from which to explore the phenomenon and engage disciplinary and middle-rangetheories to develop explanations. Legitimacy theory provided an appropriate performance dimension from which to assess PPP success. An embedded multiple-case research design, with three case sites analysed at three levels including the country and university environment, the PPP as a firm and the subgroup level constituted the methodological framing of the research process. The analysis techniques included four methods but relied primarily on discourse and social network analysis of interview data from 40 respondents across the three sites. A staged analysis of the evolution of the firm provided the ‘time and effects’ antecedents which formed the basis for sense-making to arrive at explanations of the public-private relationship-influenced change. A conceptual model guided the study and explanations from the cross-case analysis were used to refine the process model and develop a dynamic framework and set of theoretical propositions that would underpin explanations of PPP success and legitimacy in matched contexts through analytical generalisation. The study found that PPP success was based on different models of collaboration and partner resource contribution that arose from a confluence of variables including the development of shared purpose, private voluntary control in corporate governance mechanisms and boundary spanning leadership. The study contributes a contextual theory that explains how PPPs work and a research agenda of ‘corporate governance as inspiration’ from a sociological perspective of ‘liquid modernity’. Recommendations for policy and management practice were developed.

Ownership concentration:'Private benefits of control' and debt financing

Building on the ‘law and economics’ literature, this paper analyses corporate governance implications of debt financing in an environment where a dominant owner is able to extract ex ante ‘private benefits of control’. Ownership concentration may result in lower efficiency, measured as a ratio of a firm’s debt to investment, and this effect depends on the identity of the largest shareholder. Moreover, entrenched dominant shareholder(s) may be colluding with fixed-claim holders in extracting ‘control premium’. One of possible outcomes is a ‘crowding out’ of entrepreneurial firms from the debt market, and this is supported by evidence from the transition economies.

Expropriation of minority shareholders and payout policy

This paper studies the payout policy of Italian firms controlled by large majority shareholders (controlled firms). The paper reports that a firm’s share of dividends in total payout (dividends plus repurchases) is negatively related to the size of the cash flow stake of the firm’s controlling shareholder and positively associated with the wedge between the controlling shareholder’s control rights and cash flow rights. These findings are consistent with the substitute model of payout. One of the implications of this model is that controlled firms with weak corporate governance set-ups, in which controlling shareholders have strong incentives to expropriate minority shareholders, tend to prefer dividends over repurchases when disgorging cash.

A contingency theory perspective on the risk management control system within Birmingham City Council

In recent years the topic of risk management has moved up the agenda of both government and industry, and private sector initiatives to improve risk and internal control systems have been mirrored by similar promptings for change in the public sector. Both regulators and practitioners now view risk management as an integral part of the process of corporate governance, and an aid to the achievement of strategic objectives. The paper uses case study material on the risk management control system at Birmingham City Council to extend existing theory by developing a contingency theory for the public sector. The case demonstrates that whilst the structure of the control system fits a generic model, the operational details indicate that controls are contingent upon three core variables—central government policies, information and communication technology and organisational size. All three contingent variables are suitable for testing the theory across the broader public sector arena.

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.

Institutions and equity structure of foreign affiliates

Question/Issue: We combine agency and institutional theory to explain the division of equity shares between the foreign (majority) and local (minority) partners within foreign affiliates. We posit that once the decision to invest is made, the ownership structure is arranged so as to generate appropriate incentives to local partners, taking into account both the institutional environment and the firm-specific difficulty in monitoring. Research Findings/Insights: Using a large firm-level dataset for the period 2003-2011 from 16 Central and Eastern European countries and applying selectivity corrected estimates, we find that both weaker host country institutions and higher share of intangible assets in total assets in the firm imply higher minority equity share of local partners. The findings hold when controlling for host country effects and when the attributes of the institutional environment are instrumented. Theoretical/Academic Implications: The classic view is that weak institutions lead to concentrated ownership, yet it leaves the level of minority equity shares unexplained. Our contribution uses a firm-level perspective combined with national-level variation in the institutional environment, and applies agency theory to explain the minority local partner share in foreign affiliates. In particular, we posit that the information asymmetry and monitoring problem in firms are exacerbated by weak host country institutions, but also by the higher share of intangible assets in total assets. Practitioner/Policy Implications: Assessing investment opportunities abroad, foreign firms need to pay attention not only to features directly related to corporate governance (e.g., bankruptcy codes) but also to the broad institutional environment. In weak institutional environments, foreign parent firms need to create strong incentives for local partners by offering them significant minority shares in equity. The same recommendation applies to firms with higher shares of intangible assets in total assets. © 2014 The Authors.

Risk management in organizations:an integrated case study approach

In any organization, risk plays a huge role in the success or failure of any business endeavour. Measuring and managing risk is a difficult and often complicated task and the global financial crisis of the late noughties can be traced to a worldwide deficiency in risk management regimes. One of the problems in understanding how best to manage risk is a lack of detailed examples of real world practice. In this accessible textbook the author sets the world of risk management in the context of the broader corporate governance agenda, as well as explaining the core elements of a risk management system. Material on the differences between risk management and internal auditing is supplemented by a section on the professionalization of risk – a relatively contemporary evolution. Enterprise risk management is also fully covered. With a detailed array of risk management cases – including Tesco, RBS and the UK government – lecturers will find this a uniquely well researched resource, supplemented by materials that enable the cases to be easily integrated into the classroom. Risk managers will be delighted with the case materials made available for the first time with the publication of this book.

Pathways to leadership:board independence, diversity, and the emerging pipeline in the US for women directors

In the wake of this decade's corporate scandals, crimes and excesses, improving the effectiveness of corporate governance in the United States has become a priority. An important influence on a board's effectiveness at monitoring is its members’ degree of independence from senior management. While the current definition of independence revolves around the absence of familial and economic connections between a firm and its directors, research suggests that this standard may be inadequate in ensuring independent oversight. Rather, diversity along racial, gender and other dimensions has been proposed as a potentially more effective standard for board independence. This is especially welcome news for women, who currently comprise 51 per cent of the US managerial workforce but only 14.8 per cent of the directors on boards of large, publicly traded US corporations. Some explain the current dearth of women board members by claiming that there are no qualified women available for board service and/or that women are not interested in board service. However, there is more anecdotal rather than empirical evidence on the issue. Surveying women at a women's leadership conference in Boston, this research investigates the extent to which women are currently involved in some type of board service and the extent to which women aspire to future board service. We find that women are currently more active in governance activities than prior research on corporate boards suggests and that they aspire to play a continued and expanded role in governance activities.

Risk management in FTSE 100 companies

In recent years the science of risk management has developed substantially, and many large companies and public sector organisations have established separate risk functions employing specialist staff. The reasons behind such developments are varied but they denote an increasing consciousness of a need to actively manage risks and, in compliance with regulations on corporate governance, ensure that an effective internal control system is in operation.

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.

Audit committee director turnover

Actions by both private sector organizations and legislators in recent years have highlighted the importance of the audit committee of the board of directors of corporations in the financial reporting process. For example, the Sarbanes Oxley Act of 2002 has multiple sections that deal with the composition and functioning of audit committees. My dissertation examines multiple issues related to the composition of audit committees. In the first two parts of my dissertation, I examine the stock market reactions to disclosures of audit committee appointments and departures in the 8-Ks filed with the SEC during 2008 and 2009. I find that there is a positive stock market reaction to the appointment of audit committee directors who are financial experts. The second essay investigates the cumulative abnormal return to departure of audit committee directors. I find that when an accounting expert leaves the audit committee, the market reaction is significantly negative. These results are consistent with regulators’ concerns related to having directors with audit, accounting and other financial expertise on corporate audit committees. The third essay of my dissertation examines the changes in audit committee composition in the last decade. I find that while the increase in audit committee size is relatively modest, there has been a significant increase in the number of audit committee experts and the frequency of audit committee meetings over the past decade; interestingly, such increase in the number of meetings has persisted even after the media focus on the auditing profession, in the immediate aftermath of the Enron and Andersen failures, have waned. My results show that audit committee composition and its role continues to evolve with regulatory and other corporate governance related changes.