• Corporate collapse and the reform of boardroom structures - lessons from America?

      Griffin, Stephen (Sweet & Maxwell, 2003)
      Comments on the events leading to the collapse of the Enron corporation in the US. Highlights the responsibility for Enron's demise, focusing on the role of the auditors, the board and senior management. Examines key provisions of the Sarbanes-Oxley Act 2002, passed as a direct response to Enron, including the prohibitions on corporate activity, the regulation of auditors and the imposition of criminal penalties. Discusses the UK's response to the corporate scandals in the US, reviewing proposed reforms in the Higgs report relating to boardroom structures and the role of non-executive directors, and the scope of the revised Code on Corporate Governance, published in July 2003.
    • Corporate Governance and Ethics: A Feminist Perspective.

      Machold, Silke; Ahmed, Pervaiz K.; Farquhar, Stuart S. (SpringerLink, 2008)
      The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from the current normative orthodoxy.
    • Corporate governance models in emerging markets: the case of India

      Machold, Silke; Vasudevan, Ajit K (Inderscience, 2004)
      Corporate governance has come to be recognised as a cornerstone of economic reforms seeking to promote stability and growth in developing countries. The Asian crisis of the 1997 was viewed as having roots in poor governance and hence national governments as well as international organisations have sought to promote a strengthening of governance mechanisms. This article investigates governance reforms in India over the last decade. The paper reviews changes in Indian governance codes that indicate a preference of adoption of Anglo-American governance models. A survey of ownership structures of Indian listed companies reveals a mixture of governance mechanisms and a persistence of the ''business house model'' of governance. The paper concludes that despite external pressures towards an ''Anglo-Americanisation'' of governance practice, the outcomes thus far reveal the emergence of a diversity of governance mechanisms arising in a path-dependent fashion.
    • Corporate governance models: is there a right one for transition economies in Central and Eastern Europe?

      Yeoh, Peter (Emerald Group Publishing Limited, 2007)
      Purpose – Poland along with other members of the transition economies of Central and Eastern Europe (CEE) have adopted a hybrid corporate governance model, which draws inspirations from both the insider-oriented system as exemplified in Germany and the outsider-oriented system as exemplified in the UK. The paper aims to examine the effectiveness of the transplantation process in Poland. Design/methodology/approach – The paper looks at common actual practices prevailing in the country itself and compares this with those in Germany and the UK. The research approach relies on a limited case analysis, drawing data primarily from the public domain. Findings – Poland's hybrid corporate governance system appears to align with the country's socio-economic-legal framework and also takes into account the common positive features found in both the insider-oriented system and the outsider-oriented system; and in particular the emphasis on transparency and accountability, proper corporate asset management, and investors’ protection safeguards. However, it would appear that the process of corporate governance monitoring and enforcement in Poland may need to be improved. It is also observed that Poland is increasingly looking towards the Anglo-Saxon model of corporate governance as it developed its own system, largely because of the relatively greater success of the latter, the influence of influential global institutional investors in Continental Europe, and the diminishing influence of the German model, which itself is now contemplating fundamental reforms. Practical implications – The transition economies of CEE like Poland requires the practice of sound corporate governance to ensure more efficient mobilisation of their economic resources. Originality/value – The paper shows that good corporate governance should help to attract more foreign investments into transition economies to help accelerate growth and enhance their balance of payments positions; and reduce gradually the extent of state involvement in the business sector.
    • Employee roles in governance: contrasting the UK and German experience

      Lewis, Timothy J.; Machold, Silke; Oxtoby, David; Ahmed, Pervaiz K. (Emerald, 2004)
      The paper examines the role of employees in governance. The paper highlights from a theory basis that employee and shareholder utilities can be coincident. However, it shows that corporate practice with respect to employee involvement in governance and decision-making is diverse. The paper draws out the contrast in approaches between the Anglo-American and the German approach to employees by detailing differences in employee power, career patterns, ownership patterns and legal obligations. These lead to enactment of a different structural and cultural governance systems; which are encapsulated in the unitary board structure of the UK and the two-tier German approach. The strengths and limitations of the unitary board and two-tier boards are highlighted, and the case for convergence examined.
    • Enron and the End of Corporate Governance.

      Campbell, David; Griffin, Stephen (Oxford: Hart Publishing, 2006)
      This book - one in the four-volume set, Global Governance and the Quest for Justice - focuses on the role of corporations in an increasingly globalised world. Against the backcloth of perceived abuse of corporate power - alleged violations of human rights, degradation of the environment, abuse of labour, Enron-style financial scandals, and the like - the chapters in this collection examine the nature and function of the corporation as well as the way in which we should understand corporate governance and the power of transnational corporations. Central to the question is the issue of accountability, as well as the questions of social and environmental responsibility - here the authors ask whether corporations should be more accountable relative to the broader public interest, and suggest that public law approaches to accountability may offer a way forward. Consideration is also given to the most appropriate regulatory locus (local, regional, or international) and the most effective form of response to the deficit in corporate responsibility and the abuse of corporate power. For example, are transnational corporations most effectively regulated internationally (e.g., by the United Nations), regionally (e.g., by the EU or NAFTA) or locally (e.g., through stringent reporting requirements and implementation of triple bottom line standards)?
    • Investigating absorptive capacity in boards, corporate governance and the value creating board

      Machold, Silke; Huse, Morten; Schonning, Aud Randi (University of Wolverhampton, 2013-05)
      Within corporate governance research, boards of directors constitute an essential part and are described as "the apex of the internal control system" (Jensen, 1993, p.862). Several stands of research have investigated whether, and to which degree, boards’ composition, structure and processes have impact on board task performance, but board processes and specifically the use of knowledge and skills have not been thoroughly researched, yet. Simultaneously, there is a gap within organisational behaviour research on how knowledge is explored, transformed and exploited, which is conceptualised as absorptive capacity. Further, the concept of absorptive capacity has so to date not been researched in a board context. In this thesis board processes are studied by exploring the impact of absorptive capacity on board task performance. Three dimensions of absorptive capacity, exploratory learning, transformative learning and exploitative learning, are used in the analyses. The research is conducted using mixed methods (based on a survey and a case study). A quantitative analysis is based on the Norwegian Value Creating Board Survey, and a case study is conducted based on records, observations from board meetings and interviews in the Norwegian health company Healthy. The findings show that the three dimensions of absorptive capacity, positively and significantly, mediate the relation between presence of knowledge and skills and board task performance. Complementarities between the three learning processes exist with the result that the three learning processes together are a stronger mediator than a single process. The qualitative findings show that 1) information flows have an impact on absorptive capacity, 2) that the role and power of the CEO and the division of labour between the CEO and the chair, might have an impact on board task performance and 3) that a comprehensive utilisation of consensus has an impact on transformative and exploitative learning, 4) that effort norms are positively correlated to use of knowledge and skills and 5) that activation triggers have impacts on the learning processes. The research contributes to theory with an extended application of the concept of absorptive capacity to boards, responding to calls from researchers to conduct new and more extensive research to analyse and integrate the concept. The thesis further contributes by shedding new light on learning processes in boards, underpinning former conceptual models. In the case study several findings are reported which are presented in an extended and modified model of determinants of board tasks. Finally, this thesis contributes to mixed methods research in boards. The findings have implications for board practice with regard to board selections, board evaluations and learning processes in boards. Corporate governance codes should be aligned with these findings.