Search results for: shareholder value

Authors: Zijian Cheng, Frank Liu, Yupu Sun

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The relationship between the intensity of share pledging activities and the level of financial constraint in publicly listed firms in China is examined in this paper. Empirical results show that the high financial constraint level may motivate insiders to use share pledging as an alternative funding source and an expropriation mechanism. Share collateralization can cause a subsequently more constrained financing condition. Evidence is found that share pledging made by the controlling shareholder is likely to mitigate financial constraints in the following year. Research findings are robust to alternative measures and an instrumental variable for dealing with endogeneity problems.

Keywords: share pledge, financial constraint, controlling shareholder, dividend policy

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Authors: Asaiel Alohaly

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A theoretical framework for corporate governance is needed to bridge the gap between the corporate governance of private companies and State-owned Enterprises (SOEs). The two dominant models, being shareholder and stakeholder, do not always address the specific requirements and challenges posed by ‘hybrid’ companies; namely, previously national bodies that have been privatised bffu t where the government retains significant control or holds a majority of shareholders. Thus, an exploratory theoretical study is needed to identify how ‘hybrid’ companies should be defined and why the state model should be acknowledged since it is the less conspicuous model in comparison with the shareholder and stakeholder models. This research focuses on ‘the state model of corporate governance to understand the complex ownership, control pattern, goals, and corporate governance of these hybrid companies. The significance of this research lies in the fact that there is a limited available publication on the state model. The outcomes of this research are as follows. It became evident that the state model exists in the ecosystem. However, corporate governance theories have not extensively covered this model. Though, there is a lot being said about it by OECD and the World Bank. In response to this gap between theories and industry practice, this research argues for the state model, which proceeds from an understanding of the institutionally embedded character of hybrid companies where the government is either a majority of the total shares or a controlling shareholder.

Keywords: corporate governance, control, shareholders, state model

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Authors: Ashiqul Amin Khan, Mohsin Ul Amin Khan

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The aim of this research is to find the relationship between good governance and shareholder wealth maximisation. The concept of good governance has become more objective in nature over time through various regulations, professionalisation, and practices. This has led to a number of methods for scoring and ranking corporate governance practices. Since shareholder wealth maximisation remains the key corporate goal for managers and governors alike, the effect of good governance in increasing the value of corporations is commented to be an important aspect. In measuring the value relevance of good governance, statistical measures of various yields of listed companies in the UK have been used in this research. Yields reflect required returns on investments from different investment tenets. Historical yields, calculated using historical fundamental data of such companies, reflect expected yields to a great extent. These yields, in turn, reflect the expected risk premium and growth associated with the stocks of the companies. Using fundamental data, the yields have been adjusted to reflect the risk premium required by the investors along various value paradigms. Good governance should naturally lead to lower required risk premium since good corporate governance provided assurance to the investors in terms of sustainability of future performance and desired financial conduct. This, in turn, increases the wealth of stockholders. The findings of this research confirm such nature of the relationship between good governance and value of the company in the long run.

Keywords: corporate governance, good governance practices, short-termism, shareholder value relevance, wealth maximisation, yield

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Authors: Ahmad Dahlan, Aries Indrianto

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Conceptually, mudarabah is the practice of fiqh (jurisprudence) in the bank institutions business that became the basis of the economic development model of modern Islamic financial system. In mudarabah, profit and loss sharing mechanism are integrated between mudarabah on liability side (funding) with mudarabah on the asset side (financing). Islamic (Sharia) Bank is positioned as an intermediary institution like investment manager, although the bank is also involved in direct investment based on bank equity. In practice, mudarabah cannot be done as much as effective at financing because the dominance of debt-financing products. This is a major criticism among experts and Islamic banks practitioners. Ironically, the criticism gets less attention by practitioners of Islamic banks due to many factors. The epistemologies of Islamic banks prioritize shareholder values than stakeholder values, and social culture that has not been ready with the mudarabah totally.

Keywords: two tier mudarabah, intermediary institution, shareholder value, stakeholder value

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Authors: Martha Matashu

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This study examined corporate governance and economic growth trends in Sub Saharan African (SSA) countries. The need for corporate governance arise from the fact that the day to day running of the business is done by management who in accordance with the neoclassical theory and agency theory have inborn tendencies to use the resources of the company to their advantage. This prevails against a background where the endogenous economic growth theory hold the assumption that economic growth is an outcome of the overall performance of all companies within an economy. This suggest that corporate governance at firm level determine economic growth through its impact on the overall performance. Nevertheless, insight into literature suggest that efforts to promote corporate governance in countries across SSA since the 1980s to date have not yet yielded desired outcomes. The board responsibilities, shareholder rights, disclosure and transparency, protection of minority shareholder, and liability of directors were thus used as proxies of corporate governance because these are believed to be mechanisms that are believed to enhance company performance their effect on enhancing accountability and transparency. Using panel data techniques, corporate governance and economic growth data for 29 SSA countries from the period of 2008 to 2019 was analysed. The findings revealed declining economic growth trend despite an increase in corporate governance aspects such as director liability, shareholders’ rights, and protection of minority shareholder in SSA countries. These findings are in contradiction to the popularly held theoretical principles of economic growth and corporate governance. The study reached the conclusion thata nonlinearrelationship exists between corporate governance and economic growth within the selectedSSA countries during the period under investigation. This study thus recommends that measures should be taken to create conditions for corporate governance that would bolster significant positive contributions to economic growth in the region.

Keywords: corporate governance, economic growth, sub saharan Africa, agency theory, endogenous theory

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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: Louis Hickman

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Stakeholder theory is a powerful conception of the firm based on the notion that a primary focus on shareholders is inadequate and, in fact, detrimental to the long-term health of the firm. As such it represents a departure from prevalent business school teachings with their focus on accounting and cost controls. Herein, it is argued that stakeholder theory can be better conceptualized as a critical theory, or one which represents a fundamental change in business behavior and can transform the behavior of businesses if accepted. By arguing that financial interests underdetermine the success of the firm, stakeholder theory further democratizes business by endorsing an increased awareness of the importance of non-shareholder stakeholders. Stakeholder theory requires new, non-financial, measures of success that provide a new consciousness for management and businesses when conceiving their actions and place in society. Thereby, stakeholder theory can show individuals through self-reflection that the capitalist impulses to generate wealth cannot act as primary drivers of business behavior, but rather, that we would choose to support interests outside ourselves if we made the decision in free discussion. This is due to the false consciousness embedded in our capitalism that the firm’s finances are the foremost concern of modern organizations at the expense of other goals. A focus on non-shareholder stakeholders in addition to shareholders generates greater benefits for society by improving the state of customers, employees, suppliers, the community, and shareholders alike. These positive effects generate further positive gains in well-being for stakeholders and translate into increased health for the future firm. Additionally, shareholders are the only stakeholder group that does not provide long-term firm value since there are not always communities with qualified employees, suppliers capable of providing the quality of product needed, or persons with purchasing power for all conceivable products. Therefore, the firm’s long-term health is benefited most greatly by improving the greatest possible parts of the society in which it inhabits, rather than solely the shareholder.

Keywords: capitalism, critical theory, self-reflection, stakeholder theory

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Authors: Mucahit Unal, Ibrahim Arslan

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The New Turkish Commercial Code (TCC) No. 6102 was published in the Official Gazette on February 14, 2011. As stated in the New Turkish Commercial Code No. 6102 and Law No. 6103 on Validity and Application of the Turkish Commercial Code, TCC came into effect on July 1, 2012. The basic purpose of the TCC is to form corporate governance coherent with the international standards; to provide transparency in company management; to adjust the Turkish Commercial Code rules with European Union legislations and to simplify establishing a company for foreigner investors to move investments to Turkish market. In this context according to TCC, joint stock companies and limited liability companies can establish with only one single shareholder; the one single shareholder can be foreigner; all board of director members can be foreigner, also all shareholders and board of director members can be non-resident foreigners. Additionally, TCC does not require physical participation to the general shareholders and board members meetings. TCC allows that the general shareholders and board members meetings can hold in an electronic form and resolution of these meetings may also be approved via electronic signatures. Through this amendment, foreign investors no longer have to deal with red tapes. This amendment also means the TCC prevents foreign companies from incurring unnecessary travel expenses. In accordance with all this amendments about TCC, to invest in Turkish market is easy, simple and transparent for foreigner investors and also investors can establish a company in Turkey, irrespective of nationality or place of residence. This article aims to analyze ‘Establish a Company in Turkey for Foreigners’ and inform investors about investing (especially establishing a company) in the Turkish market.

Keywords: establish a company, foreigner investors, invest in Turkish market, Turkish commercial code

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Authors: Gvantsa Magradze

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The paper examines the grounds for the imposition of a personal liability on shareholder/partner, mainly under Georgian and UK law’s comparative analysis. The general emphasis was made on personal responsibility grounds adaptation in practice and presents the analyze of court decisions. On this base, reader will be capable to find a difference between the dogmatic and practical grounds for imposition personal liability. The first chapter presents the general information about discussed issue and notion of personal liability. The second chapter is devoted to an explanation the concept – ‘the head of the corporation’ to make it clear who is the subject of responsibility in the article and not to remain individuals beyond the attention, who do not hold the position of director but are participating in governing activities and, therefore, have to have fiduciury duties. After short comparative analysis of personal responsibility, the Georgian Corporate law reality is further discussed. Here, the problem of determining personal liability is a problematic issue, thus a separate chapter is devoted to the issue, which explains the grounds for personal liability imposition in details. Within the paper is discussed the content and the purpose of personal liability institutions under UK’s corporate law and an attempt to implement them, and especially ‘Alter Ego’ doctrine in Georgian corporate Law reality and the outcomes of the experiment. For the research purposes will be examined national case law in regard to personal liability imposition, as well as UK’s experience in that regard. Comparative analyze will make it clear, wherein the Georgian statute, are gaps and how to fill them up. The articles major finding as stated, is that Georgian Corporate law does not provide any legally consolidated grounds for personal liability imposition, which in fact, leads to unfaithful, unlawful actions on partners’/shareholders’ behalf. In order to make business market fair, advancement of a national statute is inevitable, and for that, the experience sharing from developed countries is an irreplaceable gift. Overall, the article analyses, how discussed amendments might influence case law and if such amendments were made years ago, how the judgments could look like (before and after amendments).

Keywords: alter ego doctrine, case law, corporate law, good faith, personal liability

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Authors: Asma Bentaifa

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This paper investigates the effect of ownership concentration and especially the presence of controlling shareholders on the firm’s payout decisions. Using a sample of 870 French companies during 2007 to 2012, we find that the share of dividends in total payout is negatively correlated with the size of cash flow held by controlling shareholder, and positively related to the divergence between voting rights and cash flow rights of largest shareholders. We also document that controlled firms tend to prefer dividends over repurchases to mitigate conflicts between controlling shareholders and minority shareholders related to the presence of control enhancing devices.

Keywords: ownership, payout policy, dividend, minority expropriation

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Authors: Chuang-Chang Chang, Keng-Yu Ho, Yu-Jen Hsiao, Hsin-Ni Yang

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Using a sample of detailed ownership data of 1,032 listed commercial bank observations in 30 European countries from 2004 to 2010, we explore what categories of shareholder are more likely to use derivatives and how different types of owners affect the bank value. We find that a shift in equity from bank investors to either non-financial companies or institutional investors have increase incentives to use derivatives. Moreover, we have significant evidence that a shift in equity from bank investors to either family or manager shareholders who attend derivative activities will decrease bank value. However, a shift in equity from bank investors to non-financial companies who use derivative instrument will increase the bank value. Our results are also robustness to address for the potential endogeneity problems.

Keywords: derivative usage, ownership structure, bank value

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Authors: Min-Ming Wen

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Applying the U.S. lodging and tourism industry as a research sample, we examine the relation between the corporate governance structure and managerial risk-taking behavior. In light of the global financial crisis, the importance of effective governance structures is essential in protecting claimholder interests. We propose a governance structure consisting of shareholder governance measured by anti-takeover provisions to examine whether the governance structure has a significant impact on managerial risk-taking behaviors in terms of the investment policy. We will use capital expenditure and R&D investment to measure managerial risk-taking and the firm’s investment policy. In addition, we will examine whether the effects of governance on investment policy differ significantly between speculative and investment-grade firms.

Keywords: corporate governance, risk-taking, firm value, lodging industry

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Authors: Venugopal Kummamuru

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Corporate Governance (CG) is of utmost importance for running a company ethically. It is essential for the growth and success of the corporation. It is intended to increase the accountability of an organization to the larger context of the business environment. The general principles of CG include and are related to Shareholder recognition, Stakeholder interests, and focus on Corporate Social Responsibility (CSR), Clear Board responsibilities, Ethical behavior, and Business transparency. Network Marketing Organizations (NMOs) focus on marketing through direct-sales using people who are associated with the organization but are not their employees. This paper tries to study the importance of Ethics and CSR in an NMO and suggest a basic guideline for CG in NMO(s). This paper could be used as a basis or starting point for conducting an in-depth research to understand the difference in CG practices between NMO(s) and other organizations and define a standard set of guidelines for CG practice.

Keywords: corporate governance, corporate responsibility, direct selling, network marketing

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Authors: Arnaud Deshais

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The supply chain industry has integrated the need for supplier Diversity and Inclusion (D&I), mostly from an ethical and moral argument. In addition, in some countries, it is also a legal requirement for companies reaching a certain size. As a matter of fact, a lot of successful companies have developed a Corporate Social Responsibility Program that encourages diversity and inclusion in the supply chain, such as building strong relationships with minority owned businesses (women, LGBT, veterans, etc.). Outside ethical and legal perspectives, it is also worth researching the economic and financial benefits of pursuing such efforts. Through surveys of purchasing and supply chain managers in their current roles as well as review of some case studies on supplier based D&I programs, it becomes apparent that a financial return on investment is to be expected as well for companies who make a concerted effort to grow their D&I programs. The study explores the levers to increase shareholder value and business efficiencies. Finally, the research highlights the competitive advantage related to a broad minority based supplier network. The benefits manifest themselves in the areas of competitiveness, innovation, and collaboration. The economic reward ends up being at the forefront of those programs while being an opportunity for organizations to become 'a good citizen'.

Keywords: diversity, inclusion, purchasing, supplier

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Authors: Melody Mandevere, Roselyn Cheruiyot

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Through Corporate Social Responsibility (CSR), organizations contribute to a stable environment that leads to a predictable climate for investment and trade. Organizations are now deviating from traditional CSR, where it was believed that the only responsibility of an organization is to meet its shareholder's needs. Organizations and society now believe that an organization has many stakeholders that it must satisfy for it to be viable. The function of State-Owned Enterprises (SOEs) is not profit making but providing service and accomplishing public policy objectives. SOEs demand consideration in the current economic climate because they represent an important part of the economies of many countries. Given the importance and complex relationship of the stakeholders in SOE, the paper seeks to examine how full name first Zimra is implementing its CSR activities. SOE managers are responsible for CSR implementation and stakeholder engagement. ZIMRA is one of the parastatals that plays a crucial role in the Zimbabwean economy. It is, therefore, important to understand how Zimra is implementing CSR. Qualitative research was used for the research. Interviews were contacted with Zimra managers to understand how they are implementing CSR. Although Zimra managers understand the CSR concept, the organization does not have a CSR strategy that includes their stakeholders, which may have a negative impact on stakeholder perception and the organization's reputation. The funding of the CSR strategy is also not sustainable.

Keywords: corporate social responsibility, managers, stakeholders, state-owned enterprises

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Authors: Dimitrios J. Dimitriou, Maria F. Sartzetaki

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Transport infrastructure assets are key components of the national asset portfolio. The decision to invest in a new infrastructure in transports could take from a few years to some decades. This is mainly because of the need to reserve and spent many capitals, the long payback period, the number of the stakeholders involved in decision process and –many times- the investment and business risks are high. Therefore, the decision assessment framework is an essential challenge linked with the key decision factors meet the stakeholder expectations highlighting project trade-offs, financial risks, business uncertainties and market limitations. This paper examines the decision process for new transport infrastructure projects in cross border regions, where a wide range of stakeholders with different expectation is involved. According to a consequences analysis systemic approach, the relationship of transport infrastructure development, economic system development and stakeholder expectation is analyzed. Adopting the on system of system methodological approach, the decision making framework, variables, inputs and outputs are defined, highlighting the key shareholder’s role and expectations. The application provides the methodology outputs presenting the proposed decision framework for a strategic railway project in north Greece deals with the upgrade of the existing railway corridor connecting Greece, Turkey and Bulgaria.

Keywords: decision making, system of system, cross-border, infrastructure project

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Authors: Tingting Zhou

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The partial privatization of state-owned enterprises (SOEs) is a dynamic process. The main features of this process lie in not only gradual and sequential privatizations, but also privatized shares transfer. For partially privatized SOEs, the introduction of private sector ownership is not the end of the story because the previously introduced private owners may choose to leave the SOEs by transferring the privatized shares after privatization, a process that is called “privatized shares transfer”. This paper investigates the determinants of privatized shares transfer from the perspective of large shareholders’ control rights. The results captures the fact that the higher control rights of large shareholders lead to more privatized shares transfer. After exploring the impacts of excessive control rights, the results provide evidence supporting the idea that firms with excessive numbers of directors, senior managers or supervisors who also have positions in the largest controlling shareholder’s entity are more likely to transfer privatized shares owned by private owners. In addition, the largest shareholders’ ownership also plays a role in privatized shares transfer. This evidence suggests that the large shareholders’ control rights should be limited to an appropriate range during the process of privatization, thereby giving private shareholders more opportunity to participate in the operation of firms, strengthen the state and enhance the competitiveness of state capital.

Keywords: control rights of large shareholders, partial privatization, privatized shares transfer, state-owned listed companies

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Authors: Zahid Ahmad, Samia Yousaf

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The main purpose of this study is to evaluate and assess the financial position, operating performance, and recent outlook of the companies. This study investigates the impact of capital structure, dividend policy and sustainability on the value of firms of textile spinning sector of Pakistan which is listed on Pakistan stock exchange. The panel data technique has been applied to this group of textile sector which is textile spinning. This study covers the last ten years of time period. All the data related to the variables have been collected from the annual reports and financial statements of the textile sector firms. There are differently related determinants to measure the capital structure which are fixed assets turnover ratio, debt ratio, equity ratio, debt to equity ratio, assets tangibility, and shareholder’s equity. Dividend policy is being measured by two determinants which are earning per share (EPS) and dividend payout ratio. Sustainability is being measured by three suitable factors which are sales growth, gross profit margin ratio and firm size. These are three independent variables and their determinants of this study. Value of firm is measured through the return on asset (ROA). Capital structure is at the top of the list among all the three variables. According to the results of this research work, somewhere all the three variables generates positive and significant effect on the firm’s performance and its growth.

Keywords: capital structure, dividend policy, panel data, sustainability

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Authors: Lyton Chithambo

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This paper reports the results of an investigation into the extent to which various stakeholder pressures influence voluntary disclosure of greenhouse-gas (GHG) emissions in the United Kingdom (UK). The study, which is grounded on institutional theory, also borrows from the insights of upper echelons theory and examines whether specific managerial (chief executive officer) characteristics explain and moderates various stakeholder pressures in explaining GHG voluntary disclosure. Data were obtained from the 2011 annual and sustainability reports of a sample of 216 UK companies on the FTSE350 index listed on the London Stock Exchange. Generally the results suggest that there is no substantial shareholder and employee pressure on a firm to disclose GHG information but there is significant positive pressure from the market status of a firm with those firms with more market share disclosing more GHG information. Consistent with the predictions of institutional theory, we found evidence that coercive pressure i.e. regulatory pressure and mimetic pressures emanating in some industries notably industrials and consumer services have a significant positive influence on firms’ GHG disclosure decisions. Besides, creditor pressure also had a significant negative relationship with GHG disclosure. While CEO age had a direct negative effect on GHG voluntary disclosure, its moderation effect on stakeholder pressure influence on GHG disclosure was only significant on regulatory pressure. The results have important implications for both policy makers and company boards strategizing to reign in their GHG emissions.

Keywords: greenhouse gases, voluntary disclosure, upper echelons theory, institution theory

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Authors: Fatemeh Khalili Varnamkhasti

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Natural administration has outside impacts such that companies regularly respect natural input as a fetched with no clear advantage. In this manner, in case natural security can bring financial benefits, showing that natural security and financial interface are in concordance, companies will effectively fulfill their obligation to ensure the environment. Contamination is, for the most part, related to the squandering of assets, misplaced vitality, and crude materials not completely utilized. Contamination avoidance and clean innovation, as inner organizational hones, can offer assistance to play down taken toll and to develop economic aptitudes for the long run, whereas outside organizational hones (item stewardship and maintainability vision) can offer assistance to coordinated partner sees into trade operations and to define future commerce directions. Taken together, these practices can drive shareholder esteem while at the same time contributing to a more feasible world. On the off chance that the company's budgetary execution is nice, it'll draw in financial specialists to contribute and progress the company's execution. In this way, budgetary execution is additionally the determinant of the progression of a company. This can be because the monetary back gotten by the company gets to be the premise for the running of trade forms in the future. Moreover, A green picture can assist firms in pulling in more clients by influencing shopper choices and moving forward with buyer brand dependability. Numerous shoppers need to purchase items from ecologically inviting firms, in spite of the fact that there are, of course, a few who will not pay premium costs for green items.

Keywords: environmental activities, financial performanance, advantage, clients

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Authors: Giulia Dal Maso

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Within the contemporary financial capitalist configuration, the interplay of Chinese statecraft and financialization has shaped a new ‘ecology of financial expertise.’ This indicates the emergence of a new financial technocratic governance; that is increasingly changing the Chinese economy, reducing the state’s administrative and fiscal functions and increasing state assets in accordance with a new shareholder logic. In this shift, the creation of the stock market by the state was conceived not only as a new redistributor of wealth but as a ‘clearing house’ for social discontent resulting from work casualization, wage repression and a lack of social welfare. Since its inception in the wake of Deng Xiaoping’s reforms, the Chinese state has used the stock market as a means of securing social legitimation by providing a prearranged space where the disaggregated and vulnerable subjects left behind by the dismantlement of the collective work units of the Maoist period (danwei) can congregate. However, fieldwork which included both participant observation as well as interviews with investors in brokerage rooms in Shanghai (where one of only two mainland Chinese stock exchanges is situated) reveals that both new formal and informal financial experts—namely the haigui (Chinese returnees with a financial degree abroad) and sanhu (individual Chinese scattered players), are equally dissatisfied with their investing activities. They express discontent with the state, which they hold responsible for the summer 2015 financial crisis and for the financial turmoil that jeopardizes China’s financial and political project. What the investors want is a state that will guarantee the continuation of the current gupiaore ‘stock fever’. This paper holds that, by embracing financialization, the state is undermining the contract at the base of its legitimacy.

Keywords: Chinese state, Deng Xiaoping, financial capitalism, individual investors

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Authors: Dimitrios J. Dimitriou, Maria F. Sartzetaki, Anastasia Kalamakidou

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Transport infrastructure assets are key components of the national asset portfolio. The decision to invest in a new infrastructure in transports could take from a few years to some decades. This is mainly because of the need to reserve and spent many capitals, the long payback period, the number of the stakeholders involved in the decision process and –many times- the investment and business risks are high. Decision makers and stakeholders need to define the framework and the outputs of the decision process taking into account the project characteristics, the business uncertainties, and the different expectations. Therefore, the decision assessment framework is an essential challenge linked with the key decision factors meet the stakeholder expectations highlighting project trade-offs, financial risks, business uncertainties and market limitations. This paper examines the decision process for new transport infrastructure projects in cross-border regions, where a wide range of stakeholders with different expectation is involved. According to a consequences analysis systemic approach, the relationship of transport infrastructure development, economic system development and stakeholder expectation is analysed. Adopting the on system of system methodological approach, the decision making the framework, variables, inputs and outputs are defined, highlighting the key shareholder’s role and expectations. The application provides the methodology outputs presenting the proposed decision framework for a strategic railway project in north Greece deals with the upgrade of the existing railway corridor connecting Greece, Turkey, and Bulgaria.

Keywords: system of system decision making, managing decisions for transport projects, decision support framework, defining decision process

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Authors: Khalid Huwaydi Alshammari

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The paper examined the extent to which it was necessary for the Saudi Arabian Monetary Agency (SAMA), as a central bank, to update the Banking Control Law 1966 (BCL) in order to gain full independence, while ensuring that SAMA would have enough flexibility to develop the banking industry yet make sound decisions with regard to the issuance of new regulations related to banking supervision.Using a comparative study approach, the paper looked to find the best practices around these issues. The Bank of England, which was recently granted full independence, presented a good opportunity for a case study. The perspectives of the World Bank, the International Monetary Fund and commercial banks in Saudi Arabia are examined, including an analysis of their recommendations regarding SAMA regulations on banking supervision. This paper found several issues are important for SAMA as the central bank in a country which is a member of the G20, and which has recently faced unstable oil prices. The paper also discusses conflicts of interest which arose when the Saudi government became a shareholder in commercial banks while simultaneously regulating SAMA through the Ministry of Finance, resulting in a monopoly which disabled free competition in the banking market. The paper recommends further steps for SAMA to develop the banking industry, which is an important arm of Saudi’s economy, and examines the challenges SAMA faces in updating regulations such as the BCL under Sharia law. The author also suggests practical solutions to the difficulties. The paper found these difficulties could be avoiding them if SAMA focuses on Islamic banking product, and fixed the lacks of regulations of the related laws.

Keywords: Saudi Arabian monetary agency, comparative study, banking control law 1966, the bank of England

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Authors: Sylvester S. Horvey, Jones Mensah

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The growing complexities and dynamics in the business environment have led to a new approach to risk management, known as enterprise risk management (ERM). ERM is a system and an approach to managing the risks of an organization in an integrated manner to achieve the corporate goals and strategic objectives. Regardless of the diversities in the business environment, ERM has become an essential factor in managing individual and business risks because ERM is believed to enhance shareholder value and firm growth. Despite the growing number of literature on ERM, the question about what factors drives ERM remains limited. This study provides a comprehensive literature review of the main factors that contribute to ERM implementation. Google Scholar was the leading search engine used to identify empirical literature, and the review spanned between 2000 and 2020. Articles published in Scimago journal ranking and Scopus were examined. Thirteen firm characteristics and sixteen articles were considered for the empirical review. Most empirical studies agreed that firm size, institutional ownership, industry type, auditor type, industrial diversification, earnings volatility, stock price volatility, and internal auditor had a positive relationship with ERM adoption, whereas firm size, institutional ownership, auditor type, and type of industry were mostly seen be statistically significant. Other factors such as financial leverage, profitability, asset opacity, international diversification, and firm complexity revealed an inconclusive result. The growing literature on ERM is not without limitations; hence, this study suggests that further research should examine ERM determinants within a new geographical context while considering a new and robust way of measuring ERM rather than relying on a simple proxy (dummy) for ERM measurement. Other firm characteristics such as organizational culture and context, corporate scandals and losses, and governance could be considered determinants of ERM adoption.

Keywords: enterprise risk management, determinants, ERM adoption, literature review

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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: 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: Murat Can Pehlivanoglu

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Historically, gender equality has been mainly defended in the legal arenas of constitutional law and employment law. However, social and economic progress has required corporate law to provide gender equality on corporate boards. Recently, following the trend in Europe, the State of California (United States) enacted a law requiring that every publicly traded corporation based in California should have women on its board of directors. Still, the legal, social and economic implications of this law are yet to be discovered. The contractarian view of corporate law is predominant in the U.S. jurisprudence. However, gender quota law may not be justified through contractarian theory grounds. Therefore, the conformity of gender quota law with the general principles of U.S. corporate law remains questionable, and the immunity of close corporations from the scope of gender quota legislation provides support for the discrepancy. The methodology employed in this paper in the discussion of the rule’s conformity with corporate law is doctrinal, and American case law and legal scholarship are the basis for this discussion. This paper uses the aforementioned California law as sample legislation to evaluate the gender quota laws’ conformity with the contractarian theory of corporate law. It chooses California law as the sample due to its newness and the presence of pending shareholder lawsuits against it. Also, since California is home to global companies, the effect of such law is expected to be wider. As alternative theories laid down by corporate law may already be activated to provide gender equality on boards of publicly traded corporations, enacting a specific gender quota law would not be justified by an allegedly present statutory deficiency based on contractarian theory. However, this theoretical reality would not enable shareholders to succeed in their lawsuits against such law on corporate law grounds, and investors will have limited options against its results. This will eventually harm the integrity of the marketplace. Through the analysis of the contractarian theory of corporate law and California gender quota law, the major finding of this paper is that the contractarian theory of corporate law does not permit mandating board room equality through corporate law. In conclusion, it expresses that the issue should be dealt with through separate legislation with a different remedial structure, to preserve the traditional rationale of corporate law in U.S. law.

Keywords: board of directors, gender equality, gender quota, publicly traded corporations

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Authors: Dimitrios Dimitriou, Maria Sartzetaki

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In the early days of the of civil aviation, airports are totally state-owned companies under the control of national authorities or regional governmental bodies. From that time the picture has totally changed and airports privatisation and airport business commercialisation are key success factors to stimulate air transport demand, generate revenues and attract investors, linked to reliable and resilience of air transport system. Nowadays, airport's corporate strategy deals with policies and actions, affecting essential the business plans, the financial targets and the economic footprint in a regional economy they serving. Therefore, exploring airport corporate strategy is essential to support the decision in business planning, management efficiency, sustainable development and investment attractiveness on one hand; and define policies towards traffic development, revenues generation, capacity expansion, cost efficiency and corporate social responsibility. This paper explores key outputs in airport corporate strategy for different ownership schemes. The airport corporations are grouped in three major schemes: (a) Public, in which the public airport operator acts as part of the government administration or as a corporised public operator; (b) Mixed scheme, in which the majority of the shares and the corporate strategy is driven by the private or the public sector; and (c) Private, in which the airport strategy is driven by the key aspects of globalisation and liberalisation of the aviation sector. By a systemic approach, the key drivers in corporate strategy for modern airport business structures are defined. Key objectives are to define the key strategic opportunities and challenges and assess the corporate goals and risks towards sustainable business development for each scheme. The analysis based on an extensive cross-sectional dataset for a sample of busy European airports providing results on corporate strategy key priorities, risks and business models. The conventional wisdom is to highlight key messages to authorities, institutes and professionals on airport corporate strategy trends and directions.

Keywords: airport corporate strategy, airport ownership, airports business models, corporate risks

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Authors: Fatemeh Rouhi, Hadi Nassiri

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Earning forecast is a key element in economic decisions but there are some situations, such as conflicts of interest in financial reporting, complexity and lack of direct access to information has led to the phenomenon of information asymmetry among individuals within the organization and external investors and creditors that appear. The adverse selection and moral hazard in the investor's decision and allows direct assessment of the difficulties associated with data by users makes. In this regard, the role of trustees in corporate governance disclosure is crystallized that includes controls and procedures to ensure the lack of movement in the interests of the company's management and move in the direction of maximizing shareholder and company value. Therefore, the earning forecast of companies in the capital market and the need to identify factors influencing this study was an attempt to make relationship between moral hazard and corporate governance with earning forecast quality companies operating in the capital market and its impact on Earnings Forecasts quality by the company to be established. Getting inspiring from the theoretical basis of research, two main hypotheses and sub-hypotheses are presented in this study, which have been examined on the basis of available models, and with the use of Panel-Data method, and at the end, the conclusion has been made at the assurance level of 95% according to the meaningfulness of the model and each independent variable. In examining the models, firstly, Chow Test was used to specify either Panel Data method should be used or Pooled method. Following that Housman Test was applied to make use of Random Effects or Fixed Effects. Findings of the study show because most of the variables are positively associated with moral hazard with earnings forecasts quality, with increasing moral hazard, earning forecast quality companies listed on the Tehran Stock Exchange is increasing. Among the variables related to corporate governance, board independence variables have a significant relationship with earnings forecast accuracy and earnings forecast bias but the relationship between board size and earnings forecast quality is not statistically significant.

Keywords: corporate governance, earning forecast quality, moral hazard, financial sciences

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Authors: Meltem Karatepe Kaya

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The concept of corporate governance is not new but, due to the recent international financial crisis, it has become prominent in contemporary business, accounting and legal debates. There is a wealth of anecdotal evidence which shows that protection of minority shareholders is an important issue in the corporate governance literature. Minority shareholders typically hold low amounts of stocks, so the benefits gained from their participation in shareholder meetings are very asymmetric to the cost. Therefore, the presence of a good corporate governance structure is the proper protection of and respect for the rights and interests of shareholders, particularly those of minority shareholders. The research will attempt to find answers to the following questions: Why minority shareholders’ rights should be protected? How minority shareholders’ rights could be improved? Does the legal framework in the United Kingdom provide adequate protection for minority shareholders? This study will assess regulations about the legal protections of minority shareholders and try to find answer this question: ’Why is it inevitable for company law to treat in a successful way the problems arising from minority shareholders' conflict with other shareholders of a company?’The protection of minority shareholders is not only a corporate governance objective in its own right but also has added importance particularly in developing countries. In the United Kingdom(UK) and the United States of America(USA), there are diffused ownership structures so that any shareholders do not influence the management of the company. This is in stark contrast to companies in developing countries such as Turkey where controlling shareholders and related insiders are a well-known feature of ownership structures, and where companies are often governed and managed by controlling shareholders such as family firms and associated companies through cross-shareholdings and pyramiding ownership structures. In Turkey, the agency problem is not between shareholders and management. Rather it gives rise to another dimension of the agency problem – a conflict of interest between majority shareholders (controlling) and minority shareholders. This research will make a particularly useful contribution to knowledge-based information and understanding of company law in the UK, particularly minority shareholders' remedies. It will not only give information about law and regulations of minority shareholders' remedies but also it will provide some knowledge about doctrinal discussions and relevant cases. The major contribution to study will be in the knowledge of law and regulation in the legal protections of minority shareholders in the United Kingdom and Turkey. In this study, the recommendations will be given for the development of the legal framework and practices of protections for minority shareholders and small investors.

Keywords: controlling shareholders, corporate governance, derivative actions, minority shareholders

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