Search results for: corporate governance principles

Authors: Arnold Sanda Layuk

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Fraud in the disclosure of financial statements by management shows that agency conflict is an important issue in the company. The conflict has consequences for the agency costs that must be borne and has an impact on the firm's performance. The effect of agency costs on firm performance is investigated in this study, as well as whether several variables such as corporate governance mechanisms can positively moderate the agency cost and firm performance relationship. The agency cost is measured by the asset utilization ratio and discretionary expenditure ratio. The firm's performance is represented by the return on equity. Data was collected from the manufacturing companies listed on the Indonesia Stock Exchange from 2015 to 2019, then regressed on the panel data using the panel corrected standard error model (PCSE). According to the findings, agency costs are negatively related to firm performance, which supports previous empirical research findings. It also found that the agency cost and firm performance relationship is significantly moderated by board size and ownership concentration as the representatives of corporate governance mechanisms. It suggests that corporate governance can become tools to reduce agency costs and increase firm performance as well. The empirical evidence adds to previous research on agency conflict, particularly in emerging markets. These findings are expected to supplement previous research and provide additional information to shareholders in order to control opportunistic management decisions that affect their investments and discretionary operational expenses.

Keywords: agency cost, corporate governance, asset utilization ratio, firm performance

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Authors: Ketevan Kokrashvili, Rusudan Kutateladze, Nino Pailodze

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Importance of management of legal entities under private law of which especially corporate management, as well as looking for ways of its improvement and perfection has become especially relevant in the twenty-first century, which was greatly contributed to by the global economic crisis. Some states have adopted Corporate Governance Codes; the European Union has set to work on a series of directives the main purpose of which is an improvement of corporate governance, provision of greater transparency and implementation of an effective control mechanism. This process is not yet completed, and various problematic issues associated with management of legal persons are still being debated among practitioner experts and scholars. Georgia is not an exception in this regard. The article discusses the legislative gaps, and in some cases, discrepancies having arisen in legal relationships under private law and having caused many practical problems. This especially applies to the management of capital companies.

Keywords: business entities, corporate management, capital public management, existing problems, legal discrepancies

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Authors: Mehdi Asgarkhani

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Today, investment on Information Technology (IT) solutions in most organizations is the largest component of capital expenditure. As capital investment on IT continues to grow, IT managers and strategists are expected to develop and put in practice effective decision making models (frameworks) that improve decision-making processes for the use of IT in organizations and optimize the investment on IT solutions. To be exact, there is an expectation that organizations not only maximize the benefits of adopting IT solutions but also avoid the many pitfalls that are associated with rapid introduction of technological change. Different organizations depending on size, complexity of solutions required and processes used for financial management and budgeting may use different techniques for managing strategic investment on IT solutions. Decision making processes for strategic use of IT within organizations are often referred to as IT Governance (or Corporate IT Governance). This paper examines IT governance - as a tool for best practice in decision making about IT strategies. Discussions in this paper represent phase I of a project which was initiated to investigate trends in strategic decision making on IT strategies. Phase I is concerned mainly with review of literature and a number of case studies, establishing that the practice of IT governance, depending on the complexity of IT solutions, organization's size and organization's stage of maturity, varies significantly – from informal approaches to sophisticated formal frameworks.

Keywords: IT governance, corporate governance, IT governance frameworks, IT governance components, aligning IT with business strategies

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Authors: Opemiposi Adegbulu

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The research investigates the existence of a public interest consideration or rationale for the management of directors’ conflicts of interest within large public corporations. This is conducted through extensive literature review and theories on the definition of conflicts of interest, the firm and purposes of the fiduciary duty of loyalty under which the management of these conflicts of interest find their foundation. Conflicts of interest is an elusive, diverse and engaging subject, a cross-cutting problem of governance which involves all levels of governance, ranging from local to global, public to corporate or financial sectors. It is a common issue that affects corporate governance and corporate culture, having a negative impact on the reputation of corporations and their trustworthiness. It is clear that addressing this issue is imperative for good governance of corporations as they are increasingly becoming and are powerful global economies with significant power and influence in the society. Similarly, the bargaining power of these powerful corporations has been recognised by international organisations such as the UN and the OECD. This is made evident by the increasing calls and push for greater responsibility of these corporations for environmental and social disasters caused by their corporate activities and their impact in various parts of the world. Equally, in the US, the Sarbanes-Oxley Act like other legislation and regulatory efforts made to manage conflicts of interest linked to corporate governance, in many countries indicates that there is a (global) public interest in the maintenance of the orderly functioning of commerce. Consequently, the governance of these corporations is tremendously pivotal to the society as it touches upon a key aspect of the good functioning of society. This is because corporations, particularly large international corporations can be said to be the plumbing of the global economy. This study will employ theoretical, doctrinal and comparative methods. The research will make use largely of theory-guided methodology and theoretical framework – theories of the firm, public interest, regulation, conflicts of interest in general, directors’ conflicts of interest and corporate governance. Although, the research is intended to be narrowed down to the topic of conflicts of interest in corporate governance, the subject of company directors’ duty of loyalty and the management of conflicts of interest, an examination of the history, origin and typology of conflicts of interest in general will be carried out in order to identify some specific challenges to understanding and identifying these conflicts of interest; origin, diverging theories, psychological barrier to definition, similarities with public sector conflicts of interest due to the notions of corrosion of trust, the effect on decision-making and judgment, “being in a particular kind of situation”, etc. The result of this research will be useful and relevant in the identification of the rationale for the management of directors’ conflicts of interest, contributing to the understanding of conflicts of interest in the private sector and the significance of public interest in corporate governance of large corporations.

Keywords: conflicts of interest, corporate governance, corporate law, directors duty of loyalty, public interest

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Authors: Henriette Scholtz

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Excessive executive directors’ remuneration remains a major concern for many stakeholders and are some of the factors to blame for the recent global financial crisis. The objective of this study was to examine whether certain firm characteristics are an effective way of protecting shareholders’ interests with respect to executive directors’ remuneration. To achieve this, an ordinary least squares model was used to test the relationship between the remuneration of executive directors and a number of firm and corporate governance characteristics to determine whether these characteristics have an influence on executive directors’ remuneration of large listed companies in South Africa. It was found that corporate governance reforms relating to institutional ownership, shareholder voting on the remuneration policy and the number of remuneration committee meetings acts as an effective governance tool to protect shareholder’s interests with regard to executive remuneration. There is no evidence that the number of non-executive directors on the remuneration committee has an influence on the executive directors’ remuneration.

Keywords: executive directors’ remuneration, agency theory, corporate governance, remuneration committee, directors’ shareholding, institutional ownership

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Authors: John Kong Shan Ho

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Senior executives’ remunerations of public companies have aroused much debate and attention in the media. In the aftermath of the Global Financial Crisis (GFC), excessive executive pay arrangements were blamed for contributing to excessive risk-taking, which caused the financial meltdown. Since then, regulators and lawmakers around the world have introduced regulations to strengthen the corporate governance of listed companies. A key aspect of such reform is by strengthening regulatory intervention over executives’ remunerations and increasing the transparency of such information. This article is written against such background and examines the recent proposal by the UK BEIS to ask the FRC to amend the UK Corporate Governance Code (UKCGC) to strengthen clawback provisions for directors’ remuneration in listed companies as part of its audit reform. The article examines the background and debates regarding the possible implementation of such a measure in the UK. Contrary to the BEIS’ proposal, it argues that implementing it through the UKCGC is unlikely to enhance overall corporate governance and audit quality. It argues that the UK should follow the footsteps of its US and Dutch counterparts by enacting legislation to claw back directors’ remunerations. It will also provide some recommendations as to the key factors that need to be considered in drafting such a statutory provision.

Keywords: company law, corporate governance, agency problem, directors' remunerations, clawbacks

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Authors: Wanlapha Phraibueng, Patrick Sentis, Geraldine Riviere-Giordano

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Corporate Social Responsibility (CSR) initiatives have been widely discussed especially in investor-oriented firms. In contrast, cooperatives pay less attention to CSR because their activities have integrated the responsibility and the solidity of social, economic and environment. On the other hand, by adopting ownership theory and agency theory – cooperatives ignore CSR investment due to unclarified decision control in the governance and the limitation to acquire the capital financed. The unique governance and financial structures in cooperatives lead to the conflict among the stakeholders and long-term investment which have an impact on firm financial performance. As an illustration of cooperatives dilemmas, we address the question of Whether or not cooperatives in term of governance and financial structures are the constraints on implementing CSR policies. We find that the governance and financial structures in large cooperatives are the influence factors which predispose cooperatives to invest on CSR. In contrast, in the startup or small cooperatives, its governance and financial structures are the constraints on implementing CSR policies. We propose the alternative financial structure based on the trade-off between debt and equity which aims to relax the restrictions in cooperatives’ governance and allow cooperatives to acquire the capital financed either from its members or non-members. We suggest that engaging equity as a financial structure induces cooperatives to invest on CSR policies. Alternative financial structure eliminates not only cooperative ownership control problem but also the constraints in capital acquisition. By implementing CSR activities consistent with the alternative financial choice, cooperatives can increase firm’s value and reduce the conflict among their stakeholders.

Keywords: cooperatives, corporate social responsibility, financial, governance

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Authors: Ikechukwu Ndu

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This study examines the econometric modeling of the relation between discretionary accrual earnings management, International Financial Reporting Standards (IFRS), and certain corporate governance factors with regard to listed Nigerian non-financial firms. Although discretionary accrual earnings management is a well-known and global problem that has an adverse impact on users of the financial statements, its relationship with IFRS and corporate governance is neither adequately researched nor properly systematically investigated in Nigeria. The dearth of research in the relation between discretionary accrual earnings management, IFRS and corporate governance in Nigeria has made it difficult for academics, practitioners, government setting bodies, regulators and international bodies to achieve a clearer understanding of how discretionary accrual earnings management relates to IFRS and certain corporate governance characteristics. This is the first study to the author’s best knowledge to date that makes interesting research contributions that significantly add to the literature of discretionary accrual earnings management and its relation with corporate governance and IFRS pertaining to the Nigerian context. A comprehensive review is undertaken of the literature of discretionary total accrual earnings management, IFRS, and certain corporate governance characteristics as well as the data, models, methodologies, and different estimators used in the study. Secondary financial statement, IFRS, and corporate governance data are sourced from Bloomberg database and published financial statements of Nigerian non-financial firms for the period 2004 to 2016. The methodology uses both the total and working capital accrual basis. This study has a number of interesting preliminary findings. First, there is a negative relationship between the level of discretionary accrual earnings management and the adoption of IFRS. However, this relationship does not appear to be statistically significant. Second, there is a significant negative relationship between the size of the board of directors and discretionary accrual earnings management. Third, CEO Separation of roles does not constrain earnings management, indicating the need to preserve relationships, personal connections, and maintain bonded friendships between the CEO, Chairman, and executive directors. Fourth, there is a significant negative relationship between discretionary accrual earnings management and the use of a Big Four firm as an auditor. Fifth, including shareholders in the audit committee, leads to a reduction in discretionary accrual earnings management. Sixth, the debt and return on assets (ROA) variables are significant and positively related to discretionary accrual earnings management. Finally, the company size variable indicated by the log of assets is surprisingly not found to be statistically significant and indicates that all Nigerian companies irrespective of size engage in discretionary accrual management. In conclusion, this study provides key insights that enable a better understanding of the relationship between discretionary accrual earnings management, IFRS, and corporate governance in the Nigerian context. It is expected that the results of this study will be of interest to academics, practitioners, regulators, governments, international bodies and other parties involved in policy setting and economic development in areas of financial reporting, securities regulation, accounting harmonization, and corporate governance.

Keywords: discretionary accrual earnings management, earnings manipulation, IFRS, corporate governance

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Authors: jihen ayadi sellami

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The rapid evolution of the global financial landscape has led to increased attention to corporate tax policies and the need to understand the factors that influence their tax behavior. In order to mitigate any residual loss for shareholders resulting from tax aggressiveness and resolve the agency problem, appropriate systems that separate the function of management from that of controlling are needed. In this context of growing concerns to limit aggressive corporate taxation practices through governance, this study discusses. Its aims is to examine the influence of six key characteristics of the board of directors (board size, diligence, CEO duality, presence of audit committees, gender diversity and independence of directors), given a governance mechanism, on the tax decisions of non-financial corporations in the United State. In fact, using a sample of 90 non-financial US firms from S&P 500 over a period of 4 years going from 2014 to 2017, the results based on a multivariate linear regression highlight significant associations between these characteristics and corporate tax policy. Notably, larger board, gender diversity, diligence and increased director independence appear to play an important role in reducing aggressive taxation. While duality has a positive and significant correlation with tax aggressiveness, that can be explained by the fact that the manager did properly exploit his specific position within the company. These findings contribute to a deeper understanding of how board characteristics can influence corporate tax management, providing avenues for more effective corporate governance and more responsible tax decision-making

Keywords: tax aggressiveness, board of directors, board size, CEO duality, audit committees, gender diversity, director independence, diligence, corporate governance, united states

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Authors: Mujeeb Saif Mohsen Al-Absy, Ku Nor Izah Ku Ismail, Sitraselvi Chandren

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This study examines whether corporate governance (CG) mechanisms in firms that have a whistle-blowing policy (WHBLP) are more effective in constraining earnings management (EM), than those without. A sample of 288 Malaysian firms for the years 2013 to 2015, amounting to 864 firm-years were grouped into firms with and without WHBLP. Results show that for firms without WHBLP, the board chairman tenure would minimize EM activities. Meanwhile, for firms with WHBLP, board chairman independence, board chairman tenure, audit committee size, audit committee meeting and women in the audit committees are found to be associated with less EM activities. Further, it is found that ownership concentration and Big 4 auditing firms help to reduce EM activities in firms with WHBLP, while not in firms without WHBLP. Hence, functional and effective governance can be achieved by having a WHBLP, which is in line with agency and resource dependent theories. Therefore, this study suggests that firms should have a WHBLP in place, and policymakers should come up with enhanced criteria to strengthen the mechanisms of WHBLP.

Keywords: corporate governance, earnings management, whistle-blowing policy, audit committee, board of directors

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Authors: Andhika Danesjvara

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Governance of the Republic of Indonesia should be based on the principle of sovereignty and the rule of law. Based on these principles, all forms of decisions and/or actions of government administration should be based on the sovereignty of the people and the law. Decisions and/or actions for citizens should be based on the provisions of the legislation and the general principles of good governance. Control of the decisions and/or actions is a part of administrative review and also judicial control. The control is part of the administrative justice system, which is intended for people affected by the decisions or administrative actions. This control is the duty and authority of the government or independent administrative court. Therefore, systems and procedures for the implementation of the task of governance and development must be regulated by law. Systems and procedures of governance is a subject studied in administrative law, therefore, the research also includes a review of the principles of law in administrative law. The administrative law procedure is important for the government to make decisions, the question is whether the procedures are part of the justice system itself.

Keywords: administrative court, administrative justice, administrative law, administrative procedures

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Authors: Abdullah AlGhazali, Richard Fairchild, Yilmaz Guney

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We examine the effect of managerial overconfidence on UK firms’ payout policy for the period 2000 to 2012. The analysis incorporates, in addition to common firm-specific factors, a wide range of corporate governance factors and managerial characteristics that have been documented to affect the relationship between overconfidence and payout policy. Our results are robust to several estimation considerations. The findings show that the influence of overconfident CEOs on the amount of, and the propensity to pay, dividends is significant within the UK context. Specifically, we detect that there is a reduction in dividend payments in firms managed by overconfident managers compared to their non-overconfident counterparts. Moreover, we affirm that cash flows, firm size and profitability are positively correlated, while leverage, firm growth and investment are negatively correlated with the amount of and propensity to pay dividends. Interestingly, we demonstrate that firms with the potential for undervaluation reduce dividend payments. Some of the corporate governance factors are shown to motivate firms to pay more dividends while these factors seem to have no influence on the propensity to pay dividends. The results also show that in general higher overconfidence leads to more share repurchases but the lower total payout. Overall, managerial overconfidence should be considered as an important factor influencing payout policy in addition to other known factors.

Keywords: dividends, repurchases, UK firms, overconfidence, corporate governance, undervaluation

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Authors: Helene Eller

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The aim of non-profit organizations (NPO) is to provide services and goods for its clientele, with profit being a minor objective. By having this definition as the basic purpose of doing business, it is obvious that the goal of an organisation is to serve several bottom lines and not only the financial one. This approach is underpinned by the non-distribution constraint which means that NPO are allowed to make profits to a certain extent, but not to distribute them. The advantage is that there are no single shareholders who might have an interest in the prosperity of the organisation: there is no pie to divide. The gained profits remain within the organisation and will be reinvested in purposeful projects. Good governance is mandatory to support the aim of NPOs. Looking for a measure of good governance the principals of corporate governance (CG) will come in mind. The purpose of CG is direction and control, and in the field of NPO, CG is enlarged to consider the relationship to all important stakeholders who have an impact on the organisation. The recognition of more relevant parties than the shareholder is the link to corporate social responsibility (CSR). It supports a broader view of the bottom line: It is no longer enough to know how profits are used but rather how they are made. Besides, CSR addresses the responsibility of organisations for their impact on society. When transferring the concept of CSR to the non-profit area it will become obvious that CSR with its distinctive features will match the aims of NPOs. As a consequence, NPOs who apply CG apply also CSR to a certain extent. The research is designed as a comprehensive theoretical and empirical analysis. First, the investigation focuses on the theoretical basis of both concepts. Second, the similarities and differences are outlined and as a result the interconnection of both concepts will show up. The contribution of this research is manifold: The interconnection of both concepts when applied to NPOs has not got any attention in science yet. CSR and governance as integrated concept provides a lot of advantages for NPOs compared to for-profit organisations which are in a steady justification to show the impact they might have on the society. NPOs, however, integrate economic and social aspects as starting point. For NPOs CG is not a mere concept of compliance but rather an enhanced concept integrating a lot of aspects of CSR. There is no “either-nor” between the concepts for NPOs.

Keywords: business ethics, corporate governance, corporate social responsibility, non-profit organisations

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Authors: Tahar Tayachi, Ahlam Alrehaili

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Purpose: The purpose of this paper is to investigate the relationship between the corporate board characteristics and the dividend policy among firms on the Saudi Stock Exchange. Design/Methodology/Approach: This paper uses a sample of 103 nonfinancial firms over a time period of 4 years from 2015 to 2018. To investigate how corporate governance mechanisms such as board independence, the board size, frequency of meetings, and free cash flow impact dividends, the study uses Logit and Tobit models. Findings: This paper finds that board size, board independence, and frequency of board meetings have no influence on a firm’s decision to pay dividends, while board size has a significantly positive impact on the levels of cash dividends paid to investors. This study also finds that the level of free cash flows has a positively significant influence on both the decision to pay dividends and the magnitude of dividend payouts. Research Limitations/Implications: This paper attempts to study the effectiveness of dividend policy among some firms on the Saudi Stock Exchange. Practical Implications: The findings reveal that board characteristics, which represent one of the crucial mechanisms of corporate governance, were found to be complementary to corporate laws and regulations imposed on the Saudi market in 2015. The findings also imply that capital market authorities should revise their corporate regulations and ensure that protection laws are adequate and strong enough to protect the interests of all shareholders. Originality/Value: This paper is among the few studies focusing on dividend policy in Saudi Arabia. Finally, these findings suggest that the improvements in corporate laws in Saudi Arabia led to such an outcome, and it has become prevalent in dividend policy decisions and behaviors of Saudi firms.

Keywords: agency theory, Tobit, corporate governance, dividend payout, Logit

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Authors: A. R. Nor Azlina, H. Salwana, I. Zuraeda, A. R. Rashidah, O. Normah

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Transitioning towards globalization in the business environment has necessitated more essential growing changes such as competition, business strategy, innovation in technology and effectiveness of societal trends on adopting corporate governance are seen to be drivers of the future. This transformations on business environment has a significant impact to organizations’ performances. Many organizations are demanding for more proactive entrepreneurs with dynamic team, who can run and steer their business to success. Changing on strategy, roles, tasks, entrepreneurial skills and implementing corporate governance in relationship development is important to enhance the organization’s performance towards being more cost-efficient and subsequently increase its efficiency. Small Medium Enterprises (SMEs) in most developing countries are contributors to the economic growth of a nation. However, the potential of Microfinance Institutions (MFIs) is always overlooked in contributing towards SMEs development. The adoption of corporate governance and accountability in MFIs as driving forces for these SMEs is not incorporated in measurements of organization performance. This paper attempts to address some of the governance issues associated with dimensions of accountability in improving performances of microfinance institutions. Qualitative approach was adopted in this study to analyze the data collected. The qualitative approach emerges as contributing factor in understanding and critiquing accountability processes, as well as addressing the concerns of practitioners and policymakers. A close researcher engagement with the field which concerns process, embracing of situational complexity, as well as critical and reflective understandings of organizational phenomena remain as hallmarks of the tradition. It is concluded that in describing and scrutinizing an understanding of managerial behavior, organizational factors and macro-economic relationship in SMEs firm need to be improved. This is also the case in MFIs. A framework is developed to explore the linkage of corporate governance and accountability issues related to entrepreneurship as factors affecting MFIs performances in facing ongoing transformation of organization performance within Malaysian SMEs industries.

Keywords: accountability, corporate governance, microfinance, organization performance

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Authors: Sandeep Reddy, Sonia Allan, Simon Coghlan, Paul Cooper

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Artificial Intelligence (AI) and its application in medicine has generated ample interest amongst policymakers and clinicians. Successes with AI in medical imaging interpretation and clinical decision support are paving the way for its incorporation into routine healthcare delivery. While there has been a focus on the development of ethical principles to guide its application in healthcare, challenges of this application go beyond what ethics principles can address thus requiring robust governance frameworks. Also, while ethical challenges of medical artificial intelligence are being discussed, the ethics of deploying AI in lower-income countries receive less attention than in other developed economies. This creates an imperative not only for sound ethical guidelines but also for robust governance frameworks to regulate AI in medicine around the world. In this article, we discuss what components need to be considered in developing these governance frameworks and who should lead this worldwide effort.

Keywords: artificial intelligence, global health, governance, ethics

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Authors: Patrick Velte

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Sustainability reporting has become a central element of modern corporate governance practice. This paper is the first to recognize supervisory board independence, sustainable expertise and gender diversity in two European two tier countries and their impact on sustainability reporting quality. For a sample of 188 German and Austrian companies which are listed at the Prime Standard of the Frankfurt and Vienna Stock Exchange for the business years 2012-2013, descriptive findings show that CSR reporting quality is still low in both countries. Furthermore, multiple regressions state that independent and female members in the supervisory board do have a positive impact on CSR reporting quality in Germany and Austria. However, the existence of sustainable experts in the supervisory board both in Germany and Austria shows a positive but insignificant impact. Our findings suggest that the current European corporate governance regulations can be a useful instrument to increase the quality of modern CSR reporting for the stakeholders.

Keywords: sustainability reporting, corporate governance, gender diversity, board independence

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Authors: Lara Al-Haddad, Mark Whittington

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This paper aims to examine the impact of two influential internal corporate governance mechanisms, namely board characteristics and ownership structure on the use of real activities-based and accrual-based earnings management by Jordanian public firms. Using panel data from Jordanian public firms after the introduction of the Jordanian Corporate Governance Code (JCGC) in 2009, the study finds both institutional ownership and managerial ownership constrain the use of real and accrual earnings manipulations. On the other side, both independent directors and largest shareholders are found to exaggerate the incidence of using real and accrual earnings management. The study also examines the trade-off between real and accrual earnings management and found that Jordanian firms use a combination of real and accrual-based earnings management to obtain the greatest effect on earnings reporting strategies. For the purpose of this study, three types of real earnings management are considered: sales manipulation, overproduction, and the abnormal reduction of discretionary expenditures. The abnormal discretionary accrual is considered for accruals management. While for the internal corporate governance mechanisms; board characteristics are examined by using board independence, board size, and CEO-duality; and ownership structure is examined by using managerial ownership, institutional ownership, foreign ownership and largest shareholder ownership. To the best knowledge of the researchers, this study is the first to examine the relationship between board characteristics and real earnings management in Jordan. Further, it is the first to examine the relationship between corporate governance mechanisms and discretionary accruals after the introduction of the Jordanian Corporate Governance Code in 2009. Thus, the findings of this study have important policy implications for policymakers, regulators, standard setters, audit professional, and investors in their attempts to constrain the practice of earnings management, whether real or accrual, and to improve the financial reporting quality in Jordan.

Keywords: board characteristics, Jordan, ownership structure, real earnings management

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Authors: Dian Andari

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In several decades, Islamic Banks (IBs) has proliferated internationally. To ensure IBs’ accountability to all stakeholders, a governance system is established. Similar to conventional banks (CBs), IBs create corporate governance system. In addition, IBs have Shari’ah Supervisory Board (SSB) as part of Shari’ah governance formed purposively to ensure IBs innovative operations comply to the Shari’ah. Thus, all boards in IBs must actively participate in good corporate as well as Shari’ah governance. The research will analyze SSB’s performance and quality of disclosure by observing 10 IBs annual report from 2011 to 2015 in Gulf countries. The content analysis will be done to see the relationship between SSB’s performance and quality of disclosure in the annual report. The analysis found that event all aspects of disclosure have been meet, financial disclosure still dominates the annual report. This can indicate that the SSB’s focus is on the interest of capital providers.

Keywords: Islamic banks, Shari'ah supervisory board, accountability, quality of disclosure

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Authors: Gulnara Moldasheva

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The research explores the relationship between management responsibility and corporate governance of listed companies in Kazakhstan. This research employs firm level data of randomly selected listed non-financial firms and firm level data “operational” financial sector, consisted from banking sector, insurance companies and accumulated pension funds using multivariate regression analysis under fixed effect model approach. Ownership structure includes institutional ownership, managerial ownership and private investor’s ownership. Management responsibility of the firm is expressed by the decision of the firm on amount of leverage. Results of the cross sectional panel study for non-financial firms showed that only institutional shareholding is significantly negatively correlated with debt to equity ratio. Findings from “operational” financial sector show that leverage is significantly affected only by the CEO/Chair duality and the size of financial institutions, and insignificantly affected by ownership structure. Also, the findings show, that there is a significant negative relationship between profitability and the debt to equity ratio for non-financial firms, which is consistent with pecking order theory. Generally, the found results suggest that corporate governance and a management responsibility play important role in corporate performance of listed firms in Kazakhstan.

Keywords: ownership, corporate governance, debt to equity ratio, corporate performance

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Authors: Radhika Ralhan

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With the formalization of 2030, Global Agenda for Sustainable Development nations have instantaneously geared up their efforts towards the implementation of a comprehensive list of global goals. The criticality of Sustainable Development Goals (SDGs) is imperative, as it will define the course and pace of development for the next 15 years. This development will entail transformational shifts towards a green and inclusive growth. Leadership, investments and technology will constitute as key ingredients of this transformational shift and governance will emerge as a one of the most significant driver of the global 2030 agenda. Corporate Governance is viewed as one of the key force to accelerate the momentum of SDGs and initiate these transformational shifts. Many senior level leaders have reinstated their conviction that adopting a triple bottom line approach will play an imperative role in transforming the entire industrial sector. In the Indian context, the above occurrence bears an intriguing facet, as the framing of SDGs in the global scenario coincided with the emergence of mandatory Corporate Social Responsibility (CSR) Rules in India at national level. As one of the leading democracies in the world, India is among few countries to formally mandate companies to spend 2% from their CSR funds under Section 135 of The New Companies Act 2013. The overarching framework of SDGs correlates to the areas of CSR interventions as mentioned in the Schedule VII of Section 135. As one of the legitimate stakeholders, business leaders have expressed their commitments to their respective governments, to reorient the entire fabric of their companies to scale up global priorities. This is explicitly seen in the case of India where leading business entities have converged national government priorities of Clean India, Make in India and Skill India by actively participating in the campaigns and incorporating these programmes within the ambit of their CSR policies. However, the CSR Act has received mixed responses with associated concerns such as the onus of doing what the government has to do, mandatory reporting mechanisms, policy disclosures, personnel handling CSR portfolios etc. The overall objective of the paper, therefore, rests in analyzing the discourse of CSR and the perspectives of Indian Inc. in imbibing the principles of SDGs within their business polices and operations. Through primary and secondary research analysis, the paper attempts to outline the diverse challenges that are being faced by Indian businesses while establishing the business case of sustainable responsibility. Some of the principal questions that paper addresses are: What are the SDG priorities for India Inc. as per their respective industry sectors? How can corporate policies imbibe the SDGs principles? How can the global concerns in form of SDGs align with the national CSR mandate and development issues? What initiatives have been undertaken by the companies to integrate their long term business strategy and sustainability? The paper will also reinstate an approach or a way forward that will enable businesses to proceed beyond compliance and accentuate the principles of responsibility and transparency within their operational framework.

Keywords: corporate social responsibility, CSR, India Inc., section 135, new companies act 2013, sustainable development goals, SDGs, sustainability, corporate governance

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Authors: Salisu Adamu Abdullahi, Yusuf Abdullahi Manu

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Nigeria returned to a democratically elected government on May 29, 1999. This signaled the beginning of the journey into the Fourth Republic. The return has received popular endorsement by the electorates as the level of enthusiasm was high due to the yearnings and expectations by the electorate that democracy will bring about the much-desired change required by the general mass. As democracy would allow for popular participation through periodic elections and so on. The paper examines democracy, leadership, and challenges of good governance in Nigerias Fourth Republic. It utilizes secondary source of data and content analysis as a methodology. It argues that Nigerias practice of democracy over the years is marred by flagrant abuse of the principles of good governance by the ruling elite. This has posed threats to the survival of democracy due to non-adherence to one of the cardinal principles of democracy which is good governance. The paper recommends among others that the anti-corruption law is amended in such a way that death penalties be issued to those found wanting by the law.

Keywords: democracy, democratic consolidation, challenges, good governance

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Authors: Syed Ahmed Salman

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Ethicality is essential in our daily activities, including personal and commercial activities. This is evidenced by referring to the historical development of the corporate governance and ethical guidelines. The first corporate governance guideline, i.e. Cadbury Report from U.K. focuses the responsibility of board members towards the shareholders only. Gradually, realising the need to take care of the society and community, stakeholders are now concerns of business entities. Consequently, later codes of corporate governance started extending the responsibility to the other stakeholders in addition to the shareholders. One prevailing corporate governance theory, i.e. stakeholder theory, has been widely used in the research to explore the effects of business entities on society. In addition, the Global Reporting Initiative (GRI) is the leading organisation which promotes social care from businesses for sustainable development. Conventionally, history shows that ethics is key to the long term success of businesses. Many organisations, societies, and regulators give full attention and consideration to ethics. Several countries have introduced ethical codes of conduct to direct trade activities. Similarly, Islam and other religions prohibit the practice of interest, uncertainty, and gambling because of its unethical nature. These prohibited practices are not at all good for the society, business, and any organisation especially as it is detrimental to the well-being of society. In order to avoid unethicality in the finance industry, Shari’ah scholars come out with the idea of Islamic finance which is free from the prohibited elements from the Islamic perspective. It can also be termed ethical finance. This paper highlights how Takaful as one of the Islamic finance products offers fair and just products to the contracting parties and the society. Takaful is framed based on ethical guidelines which are extracted from Shari’ah principles and divine sources such as the Quran and Sunnah. Takaful products have been widely offered all over the world, including in both Muslim and non-Muslim countries. It seems that it is gaining acceptance regardless of religion. This is evidence that Takaful is being accepted as an ethical financial product.

Keywords: ethics, insurance, Islamic finance, religion and takaful

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Authors: Tina Vuko, Marija Maretić, Marko Čular

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The aim of this study is to analyze the role and effectiveness of internal mechanism (audit committee) of corporate governance on credit institutions performance in Croatia. Based on research objective, sample of 78 credit institutions listed on Zagreb Stock Exchange, from 2007 to 2012, has been collected and efficiency index of audit committee (EIAC) has been created. Based on the sample and created EIAC, conclusions are as follows: audit committees of credit institutions have medium efficiency, based on EIAC measurement; there is a significant difference in audit committee effectiveness, in observed period; there is no positive relationship between audit committee effectiveness and credit institution performance; there is a significant difference between level of audit committee effectiveness and audit firm type. Future research should contain increased number of elements in EIAC creation and increased sample, for all obligators who need to establish audit committee.

Keywords: corporate governance, audit committee, financial institutions, efficiency index of audit committee

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Authors: Khaled Alotaibi, Salah Alhamadi, Ibraheem Almubarak

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The study attempts to explore both corporate governance (GC) and business ethics (BE) practices in Kuwaiti banks and the relationship between CG and BE, using an accountability framework. By examining the perceptions of key stakeholder groups, this study investigates the practices of BE and CG in Islamic banks (IBs) compared to conventional banks (CBs). We contribute to the scarce studies concerned with relations between CG and BE. We have employed a questionnaire survey method for a random sample of crucial relevant stakeholder groups. The empirical analysis of the participants’ perceptions highlights the importance of applying CG regulations and BE for Kuwaiti banks and the clear link between the two concepts. We find that the main concern is not the absence of CG and BE codes, but the lack of consistent enforcement of the regulations. Such a system needs to be strictly and effectively implemented in Kuwaiti banks to protect all stakeholders’ wealth, not only that of stockholders. There are significant patterns in the CG and BE expectations among different stakeholder groups. Most interestingly, banks’ client groups illustrate high expectations concerning CG and BE practices.

Keywords: corporate governance, GC, business ethics, BE, Islamic banks, IBs, conventional banks, CBs, accountability

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Authors: Vephkhvia Grigalashvili

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This paper provides an overview of criteria for good governance in Georgian defense sector and scientific outcomes of comparative research. A respect for good governance and its realization into Georgian national defense sector represents a fundamental institutional necessity as well as country`s politico-legal obligation within the framework of the existing collaboration mechanisms with NATO (especially Building Integrity (BI) Programme) and the Association Agreement between the EU and Georgia. Furthermore good governance is considered as a democracy measuring criterion in country`s Euro-Atlantic integration process. Accordingly, integration and further development of the contemporary approaches of good governance into Georgian defense management model represents a burning issue of the country. The assessment of an existing model of the country, identification of defects and determination of course of institutional reforms in a mutual comparison format of good governance mechanisms of NATO or/and the EU member Eastern European or Baltic countries positively assessed by the international organizations is considered as a precondition for its effective realization. Scientific aims of this study are: (a) to conduct comparative analysis of Georgian national principles and generalized standards of NATO or/and the EU member Eastern European and Baltic countries in following segments of good governance: open governance; anticorruption policy; conflict of interests; integrity; internal and external control bodies; (b) to formulate theoretical and practical recommendations on reforms to be implemented in the country`s national defence sector. As research reveals, although, institutional / legal pillars of good governance in Georgian defense sector generally are in compliance with international principles, the quality of implementation of good government norms still remains as an area that needs further development by raising awareness of public servants and community.

Keywords: anti-corruption policy within Georgian defense governance, conflict of interests within Georgian defense governance, good governance in Georgian defense sector, principles of integrity in Georgian defense management

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Authors: Barbara Ballan

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Environmental Justice (EJ) and Environmental Social Governance (ESG) are trending terms used to address the impacts of corporate actions and environmental and social regulations on the people and the planet. ESG is a private governance invention (though increasingly required by public law) that aims to disclose environmental and social criteria while fostering value for businesses. On the other hand, EJ was borne as a social movement that evolved into a regulatory tool employed by EJ advocates and governmental agencies to assess inequalities in environmental impacts and regulations. However, EJ usage is expanding, and private environmental governance in the form of ESG disclosure frameworks is incorporating EJ criteria, indexes, and tools as part of its metric-driven approach. There is an existing tension between (1) the notion of social justice at the heart of the environmental justice movement and (2) the nature of for-profit corporations which generate value by externalizing costs, translated to environmental injustices. This study aims to explore the paradoxical relation of ESG, including EJ criteria, despite their opposing notions, in response to the need for innovative mechanisms to address today’s pressing social and environmental challenges. To that end, this study will evaluate and critically assess the inclusion of EJ in ESG reporting. Furthermore, it identifies gaps in ESG frameworks and proposes the integration of EJ tools to address these deficiencies. This work is intended to help both businesses looking to expand their ESG frameworks and include EJ criteria to inform corporate decisions and assure long-term corporate viability, as well as EJ supporters in understanding the complex dynamic of ESG disclosure for the pursuit of EJ objectives.

Keywords: environmental justice, ESG, sustainability reporting, corporate law, environmental law, social justice

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Authors: Ndagi Salihu

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Corporate governance mechanisms are the control measures for ensuring that all the interests groups are equally represented and management are working towards wealth creation in the interest of all. Therefore, there are many empirical studies during the last three decades on corporate governance and firm performance. However, little is known about the effects of family ownership on the relationship between corporate governance and firm performance, especially in the developing economy like Nigeria. This limit our understanding of the unique governance dynamics of family ownership with regards firm performance. This study examined the impact of family ownership on the relationship between governance mechanisms and financial performance of publicly listed companies in Nigeria. The study adopted quantitative research methodology using correlational ex-post factor design and secondary data from annual reports and accounts of a sample of 23 listed companies for a period of 5 years (2014-2018). The explanatory variables are the board size, board composition, board financial expertise, and board audit committee attributes. Financial performance is proxy by Return on Assets (ROA) and Return on Equity (ROE). Multiple panel regression technique of data analysis was employed in the analysis, and the study found that family ownership has a significant positive effect on the relationships between corporate governance mechanisms and financial performance of publicly listed firms in Nigeria. This finding is the same for both the ROA and ROE. However, the findings indicate that board size, board financial expertise, and board audit committee attributes have a significant positive impact on the ROA and ROE of the sample firms after the moderation. Moreover, board composition has significant positive effect on financial performance of the sample listed firms in terms of ROA and ROE. The study concludes that the use of family ownership in the control of firms in Nigeria could improve performance by reducing the opportunistic actions managers as well as agency problems. The study recommends that publicly listed companies in Nigeria should allow significant family ownership of equities and participation in management.

Keywords: profitability, board characteristics, agency theory, stakeholders

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Authors: Ernest Nweke, Enkhtuya Bavuudorj

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The harsh realities of the scandalous failure of several notable corporations in the past two decades have inextricably resulted in a surge in corporate governance studies. Nevertheless, little or no attention has been paid to corporate governance studies in Mongolian firms and much less to the comprehension of the correlation among ownership structure, corporate governance mechanisms and trend of innovative activities. Innovation is the bed rock of enterprise success. However, the funding and support for innovative activities in many firms are to a great extent determined by the incentives provided by the firm’s internal and external governance mechanisms. Mongolia is an East Asian country currently undergoing a fast-paced transition from socialist to democratic system and it is a widely held view that private ownership as against public ownership fosters innovation. Hence, following the privatization policy of Mongolian Government which has led to the transfer of the ownership of hitherto state controlled and state directed firms to private individuals and organizations, expectations are high that sufficient motivation would be provided for firm managers to engage in innovative activities. This research focuses on the relationship between ownership structure, corporate governance on one hand and the level of innovation on the hand. The paper is empirical in nature and derives data from both reliable secondary and primary sources. Secondary data for the study was in respect of ownership structure of Mongolian listed firms and innovation trend in Mongolia generally. These were analyzed using tables, charts, bars and percentages. Personal interviews and surveys were held to collect primary data. Primary data was in respect of corporate governance practices in Mongolian firms and were collected using structured questionnaire. Out of a population of three hundred and twenty (320) companies listed on the Mongolian Stock Exchange (MSE), a sample size of thirty (30) randomly selected companies was utilized for the study. Five (5) management level employees were surveyed in each selected firm giving a total of one hundred and fifty (150) respondents. Data collected were analyzed and research hypotheses tested using Chi-Square test statistic. Research results showed that corporate governance mechanisms were better and have significantly improved overtime in privately held as opposed to publicly owned firms. Consequently, the levels of innovation in privately held firms were considerably higher. It was concluded that a significant and positive relationship exists between private ownership and good corporate governance on one hand and the level of funding provided for innovative activities in Mongolian firms on the other hand.

Keywords: corporate governance, innovation, ownership structure, stock exchange

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Authors: Muhammad Akhtaruzzaman

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The impact of corporate environmental social and governance (ESG) on financial performance is often difficult to quantify despite the ESG related theories predict that ESG performance improves financial performance of a company. This research examines the link between corporate ESG performance and the financial performance of the NZX (New Zealand Stock Exchange) listed companies. For this purpose, this research utilizes mixed methods approaches to examine and understand this link. While quantitative results found no robust evidence of such a link, however, the qualitative analysis of content data suggests a strong cooccurrence exists between ESG performance and financial performance. The findings of this research have important implications for policymakers to support higher ESG-performing companies and for management practitioners to develop ESG-related strategies.

Keywords: ESG, financial performance, New Zealand firms, thematic analysis, mixed methods

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