Corporate governance: quo vadis?

Purpose – This paper aims to examine current research trends into corporate governance and to propose a different dynamic, humanistic approach based on individual purpose, values and psychology. Design/methodology/approach – The paper reviews selected literature to analyse the assumptions behind research into corporate governance and uses a multi-disciplinary body of literature to present a different theoretical approach based at the level of the individual rather than the organisation. Findings – The paper shows how the current recommendations of the corporate governance research models could backfire and lead to individual actions that are destructive when implemented in practice. This claim is based on identifying the hidden assumptions behind the principal-agent model in corporate governance, such as the Hobbesian view and the Homo Economicus approach. It argues against the axiomatic view that shareholders are the owners of the company, and it questions the way in which managers are assessed based either on the corporate share price (the shareholder view) or on a confusing set of measures which include more stakeholders (the stakeholder view), and shows how such a yardstick can be demotivating and put the corporation in danger. The paper proposes a humanistic, psychological approach that uses the individual manager as a unit of analysis instead of the corporation and illustrates how such an approach can help to build better governance. Research limitations/implications – The paper's limited scope can only outline a conceptual framework, but does not enter into detailed operationalisation. Practical implications – The paper illustrates the challenges in applying the proposed framework into practice. Originality/value – The paper calls for the use of an alternative unit of analysis, the manager, and for a dynamic and humanistic approach which encompasses the entirety of a person's cognition, including emotional and spiritual values, and which is as of yet usually not to be found in the corporate governance literature.

Towards a framework for managing IT-enabled change, sourcing and governance

In the resource-based view, organisations are represented by the sum of their physical, human and organisational assets, resources and capabilities. Operational capabilities maintain the status quo and allow an organisation to execute their existing business. Dynamic capabilities, otherwise, allow an organisation to change this status quo including a change of the operational ones. Competitive advantage, in this context, is an effect of continuously developing and reconfiguring these firm-specific assets through dynamic capabilities. Deciding where and how to source the core operational capabilities is a key success factor. Furthermore, developing its dynamic capabilities allows an organisation to effectively manage change its operational capabilities. Many organisations are asserted to have a high dependency on - as well as a high benefit from - the use of information technology (IT), making it a crucial and overarching resource. Furthermore, the IT function is assigned the role as a change enabler and so IT sourcing affects the capability of managing business change. IT sourcing means that organisations need to decide how to source their IT capabilities. Outsourcing of parts of the IT function will also outsource some of the IT capabilities and therefore some of the business capabilities. As a result, IT sourcing has an impact on the organisation's capabilities and consequently on the business success. And finally, a turbulent and fast moving business environment challenges organisations to effectively and efficiently managing business change. Our research builds on the existing theory of dynamic and operational capabilities by considering the interdependencies between the dynamic capabilities of business change and IT sourcing. Further it examines the decision-making oversight of these areas as implemented through IT governance. We introduce a new conceptual framework derived from the existing theory and extended through an illustrative case study conducted in a German bank. Under a philosophical paradigm of constructivism, we collected data from eight semi-structured interviews and used additional sources of evidence in form of annual accounts, strategy papers and IT benchmark reports. We applied an Interpretative Phenomenological Analysis (IPA), which emerged the superordinate themes for our tentative capabilities framework. An understanding of these interdependencies enables scholars and professionals to improve business success through effectively managing business change and evaluating the impact of IT sourcing decisions on the organisation's operational and dynamic capabilities.

Managing governance, risk and compliance for post-crisis regulatory change: a model of IS capabilities for financial organizations

The 2008-2009 financial crisis and related organizational and economic failures have meant that financial organizations are faced with a ‘tsunami’ of new regulatory obligations. This environment provides new managerial challenges as organizations are forced to engage in complex and costly remediation projects with short deadlines. Drawing from a longitudinal study conducted with nine financial institutions over twelve years, this paper identifies nine IS capabilities which underpin activities for managing regulatory themed governance, risk and compliance efforts. The research shows that many firms are now focused on meeting the Regulators’ deadlines at the expense of developing a strategic, enterprise-wide connected approach to compliance. Consequently, executives are in danger of implementing siloed compliance solutions within business functions. By evaluating the maturity of their IS capabilities which underpin regulatory adherence, managers have an opportunity to develop robust operational architectures and so are better positioned to face the challenges derived from shifting regulatory landscapes.

A new governance perspective on port–hinterland relationships: the Port Hinterland Impact (PHI) matrix

We develop a new governance perspective on port–hinterland linkages and related port impacts. Many stakeholders in a port’s hinterland now demand tangible economic benefits from port activities, as a precondition for supporting port expansion and infrastructural investments. We use a governance lens to assess this farsighted contracting challenge. We find that most contemporary economic impact assessments of port investment projects pay scant attention to the contractual relationship challenges in port-hinterland relationships. In contrast, we focus explicitly on the spatial distribution of such impacts and the related contractual relationship issues facing port authorities or port users and their stakeholders in the port hinterland. We introduce a new concept, the Port Hinterland Impact (PHI) matrix, which focuses explicitly on the spatial distribution of port impacts and related contractual relationship challenges. The PHI matrix offers insight into port impacts using two dimensions: logistics dedicatedness, as an expression of Williamsonian asset specificity in the sphere of logistics contractual relationships, and geographic reach, with a longer reach typically reflecting the need for more complex contacting to overcome ‘distance’ challenges with external stakeholders. We use the PHI matrix in our empirical, governance-based analysis of contractual relationships between the port authorities in Antwerp and Zeebrugge, and their respective stakeholders.

Anticipatory governance for social-ecological resilience

Anticipation is increasingly central to urgent contemporary debates, from climate change to the global economic crisis. Anticipatory practices are coming to the forefront of political, organizational, and citizens’ society. Research into anticipation, however, has not kept pace with public demand for insights into anticipatory practices, their risks and uses. Where research exists, it is deeply fragmented. This paper seeks to identify how anticipation is defined and understood in the literature and to explore the role of anticipatory practice to address individual, social, and global challenges. We use a resilience lens to examine these questions. We illustrate how varying forms of anticipatory governance are enhanced by multi-scale regional networks and technologies and by the agency of individuals, drawing from an empirical case study on regional water governance of Mälaren, Sweden. Finally, we discuss how an anticipatory approach can inform adaptive institutions, decision making, strategy formation, and societal resilience.

The role of big data in governance: a regulatory and legal perspective of analytics in global financial services

This paper discusses how global financial institutions are using big data analytics within their compliance operations. A lot of previous research has focused on the strategic implications of big data, but not much research has considered how such tools are entwined with regulatory breaches and investigations in financial services. Our work covers two in-depth qualitative case studies, each addressing a distinct type of analytics. The first case focuses on analytics which manage everyday compliance breaches and so are expected by managers. The second case focuses on analytics which facilitate investigation and litigation where serious unexpected breaches may have occurred. In doing so, the study focuses on the micro/data to understand how these tools are influencing operational risks and practices. The paper draws from two bodies of literature, the social studies of information systems and finance to guide our analysis and practitioner recommendations. The cases illustrate how technologies are implicated in multijurisdictional challenges and regulatory conflicts at each end of the operational risk spectrum. We find that compliance analytics are both shaping and reporting regulatory matters yet often firms may have difficulties in recruiting individuals with relevant but diverse skill sets. The cases also underscore the increasing need for financial organizations to adopt robust information governance policies and processes to ease future remediation efforts.

Environmentalities of urban climate governance in Maputo, Mozambique

Interest in the role that cities can play in climate change as sites of transformation has increased but research has been limited in its practical applications and there has been limited consideration of how policies and technologies play out. These challenges necessitate a re-thinking of existing notions of urban governance in order to account for the practices that emerge from governments and a plethora of other actors in the context of uncertainty. We understand these practices to constitute adaptive governance, underpinned by social learning guiding the actions of the multiplicity of actors. The aim here is to unpack how social learning for adaptive governance requires attention to competing understandings of risk and identity, and the multiplicity of mechanisms in which change occurs or is blocked in urban climate governance. We adopt a novel lens of 'environmentalities' which allows us to assess the historical and institutional context and power relations in the informal settlements of Maputo, Mozambique. Our findings highlight how environmental identities around urban adaptation to climate change are constituted in the social and physical divisions between the formal and informal settlements, whilst existing knowledge models prioritise dominant economic and political interests and lead to the construction of new environmental subjects. While the findings of this study are contextually distinct, the generalizable lessons are that governance of urban adaptation occurs and is solidified within a complex multiplicity of socioecological relations.

Adaptive climate change governance for urban resilience

Climate change poses new challenges to cities and new flexible forms of governance are required that are able to take into account the uncertainty and abruptness of changes. The purpose of this paper is to discuss adaptive climate change governance for urban resilience. This paper identifies and reviews three traditions of literature on the idea of transitions and transformations, and assesses to what extent the transitions encompass elements of adaptive governance. This paper uses the open source Urban Transitions Project database to assess how urban experiments take into account principles of adaptive governance. The results show that: the experiments give no explicit information of ecological knowledge; the leadership of cities is primarily from local authorities; and evidence of partnerships and anticipatory or planned adaptation is limited or absent. The analysis shows that neither technological, political nor ecological solutions alone are sufficient to further our understanding of the analytical aspects of transition thinking in urban climate governance. In conclusion, the paper argues that the future research agenda for urban climate governance needs to explore further the links between the three traditions in order to better identify contradictions, complementarities or compatibilities, and what this means in practice for creating and assessing urban experiments.

Cooperação e multi-level governance: o caso do Grande Recife Consórcio de Transporte Metropolitano

As primeiras regiões metropolitanas brasileiras foram instituídas de maneira vertical e autoritária como parte da estratégia de desenvolvimento nacional promovida pelo governo militar. Percebidas como instituições não-democráticas e rejeitadas como possível quarto ente federativo, as regiões metropolitanas, desde a Constituição de 1988, foram gradualmente esvaziadas dos seus propósitos originais. Em sua orfandade, os problemas socioeconômicos proliferaram e foram acentuados, e passaram a predominar relações intergovernamentais competitivas em vez de cooperativas. Um dos principais desafios enfrentados pelo modelo federalista brasileiro, em especial quando se trata destas regiões, está relacionado à necessidade de estabelecer maior cooperação e coordenação, tidas como imprescindíveis para garantir um relacionamento mais equilibrado entre os entes federativos, assim como para a efetiva implementação de políticas de enfrentamento das desigualdades e exclusão social nas aglomerações urbanas. Este trabalho analisa o Grande Recife Consórcio Metropolitano de Transportes (CMT), empresa pública multifederativa estabelecida em 2008 entre os governos municipais e estadual da Região Metropolitana de Recife (RMR). Responsável pelo planejamento, gestão e implementação compartilhada da política de transporte público coletivo na RMR, o Grande Recife se tornou realidade com a aprovação e regulamentação da Lei Federal nº 11.107 de 2005, conhecida como a Lei de Consórcios Públicos. O Grande Recife é uma experiência pioneira e inovadora, demonstrando que é possível encontrar uma maneira de superar conflitos e desafios comuns e, ao mesmo tempo, garantir a preservação da autonomia de cada ente, bem como os direitos cidadãos. Neste trabalho consideramos essa experiência de cooperação intergovernamental como um exemplo de multi-level governance (MLG), uma vez que é ilustrativa de um novo arranjo institucional democrático entre distintas esferas governamentais para a gestão compartilhada de um serviço público.

The challenges faced by the external audit industry in Brazil: an exploratory study

The auditing role in the contemporaneous business environment, and increasing interest in and demand for governance and transparency, has become an element even more important to the society, as a whole, in order to build solid basis to the development of businesses and generation of wealth through technical knowledge, independence, transparency, credibility, and ethics. Nevertheless, the external financial audit industry in the world and also particularly in Brazil has faced several challenges which threaten its success and evolution. In this sense, since the external audit industry in Brazil has been immersed in a deep crisis with features that are explored through this study, allow me to create an analogy over this study saying that the external financial audit industry is like a sick person with a chronic disease, but the disease has not yet been diagnosed and the person has been dealing with the isolated symptoms. This person, the external audit industry, has struggled with this disease for many years and it is getting worse. It is fundamental to highlight that the challenges faced by the external audit industry in Brazil, ultimately, have not harmed the industry only, but they also materialize themselves as chronic issues for the corporate governance and the capital markets since they harm every interested party. In my point of view, the hardest affected are the investors or shareholders whose interest the independent auditor’s work seeks to preserve. Therefore, the purpose of this study is to have a picture of the challenges faced by the external audit industry in Brazil and understand those challenges as a requirement to analyze the potential alternatives to solve them or, analogically, to diagnose this disease. The research purpose is to map and identify the challenges faced by the external audit industry in Brazil based on the understanding of professionals seasoned in the area. Those challenges are mapped and understood through a methodological approach, a questionnaire answered by auditors with experience in the Brazilian auditing market. The challenges were preliminarily listed based on over 16 years of experience of the author in the area of auditing and financial and accounting services, discussions and interviews about the topic with seasoned professionals, and analyses of pieces of news, publications and academic studies. The questionnaire was used in order to validate the challenges, observations, perspectives, and perceptions gathered through those resources. Despite of the fact that the study is highly relevant, it was not found, through my research, other analyses on this topic with a similar approach which is intended by this study. It looks like the external audit industry in Brazil has walked through these new age dealing with problems on a daily basis and the real challenges of the industry may be concealed by the economic conditions in Brazil and other explanations. As in any problematic scenario, in which a critical analysis is needed, having an accurate picture and understanding of the challenges is a crucial step to start exploring alternatives to address them.

¿A Chilean wine cluster? governance and upgrading in the phase of internationalization

Includes bibliography

Systemic governance and development in Latin America

Includes bibliography

The role of empirical research in the study of complex forms of governance in agroindustrial systems

The growing complexity of supply chains poses new challenges for Agricultural Research Centers and statistical agencies. The aim of this perspective paper is to discuss the role of empirical research in understanding the complex forms of governance in agribusiness. The authors argue that there are three fundamental levels of analysis: (i) the basic structure of the market, (ii) the formal contractual arrangements that govern relations within the agroindustrial system and (iii) the transactional dimensions governed by non-contractual means. The case of the agrochemical industry in Brazil illustrates how traditional analyses that only address market structure are insufficient to fully explain the agricultural sector and its supply chain. The article concludes by suggesting some indicators which could be collected by statistical agencies to improve understanding of the complex relationships among agribusiness segments. In doing so, the paper seeks to minimize costs and to enable a better formulation of public and private policies.

La governance della società di capitale a base familiare: "Protocolo Familiar" e Patti di Famiglia

Family businesses have acquired a very specific gravity in the economy of occidental countries, generating most of the employment and the richness for the last ages. In Spain Family Businesses represent the 65% about the total of enterprises with 1,5 million companies. They give employment to 8 million people, the 80% of the private employment and develop the 65% of the Spanish GNP (Gross National Product). Otherwise, the family business needs a complete law regulation that gives satisfaction to their own necessities and challenges. These companies have to deal with national or international economic scene to assure their permanency and competitiveness. In fact, the statistics about family companies have a medium life of 35 years. European family businesses success their successor process between a 10 and 25%. It’s said: first generation makes, second generation stays, third generation distributes. In that sense, the Recommendation of the European Commission of December 7º 1994 about the succession of the small and medium companies has reformed European internal orders according to make easier successor process and to introduce practices of family companies’ good government. So, the Italian law, under the 14th Law, February 2006, has reformed its Covil Code, appearing a new concept, called “Patto di famiglia”, wich abolish the prohibition as laid dwon in the 458 article about successors’ agreements, admitting the possibility that testator guarantees the continuity of the company or of the family society, giving it, totally or in part, to one or various of its descendents. On other hand, Spain has promulgated the 17th Royal Decree (9th February 2007), that governs the publicity of family agreements (Protocolos familiars). These “protocolo familiar” (Family Agreement) are known as accord of wills, consented and accepted unanimously of all the family members and the company, taking into account recommendations and practices of family company’s good government.

A Process Model of Complementarity and Substitution of Contractual and Relational Governance in IS Outsourcing

This paper develops a process model of how and why complementarity and substitution form over time between contractual and relational governance in the context of information systems outsourcing. Our analysis identifies four distinct process patterns that explain this formation as the outcome of interaction processes between key elements of both contractual and relational governance. These patterns unveil the dynamic nature of complementarity and substitution. In particular, we show that the relationship between contractual and relational governance oscillates between complementarity and substitution. Those oscillations are triggered mainly by three types of contextual events (goal fuzziness, goal conflict, and goal misalignment). Surprisingly, substitution of informal control did not occur as an immediate reaction to external events but emerged as a consequence of preceding complementarity. Thus, our study challenges the prevailing view of an either/or dichotomy of complementarity and substitution by showing that they are causally connected over time.