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Despite growing empirical evidence on the effectiveness of dialogue between activists and corporations in stakeholder engagement, scholars have not fully accounted for the mechanisms that explain its success. We address this gap by leveraging Habermas's theory of communicative action. In our longitudinal qualitative study, we explore the dialogue on climate change between the Interfaith Centre for Corporate Responsibility, a coalition of faith-based investors, Ford, and General Motors. We find that communicative action can emerge from strategic action as a result of three cycles of interaction: establishing dialogue, framing, and deliberation. Our study contributes to the literature on shareholder engagement by integrating communicative and strategic action, thereby offering a new interpretation of how reputational threat and dialogue come together to produce a common ground between activists and companies.

Purpose: This comparative study holistically assesses the EU harmonization and various transposition strategies embraced by EU member states to implement measures for corporate governance, namely for the sustainable corporate governance. Design/Methodology/Approach: The contribution and the relevant methodology is based on a duality of purposes. They are (i) on a review and analysis of EU harmonization endeavors designed to shape the exercise of shareholders rights and specifically encouraging a longterm shareholder engagement as the vehicle to increase corporate social responsibility (CSR) and (ii) on a pioneering critical comparative Meta-analysis of selected transposition strategies and their potential to testify about the genuiness of the underlying commitment. Findings: Based on the holistically implied arguments and yielded results, it is proposed that, despite rather clear EU harmonization measures, there are dramatic differences in transposition strategies testifying about deep differences in the approach to corporate governance and CSR across the EU. Practical implications: Based on addressing its dual purposes, this study sheds a new light on the perception and attitude to the corporate governance, shareholder long-term engagement, CSR and their framework in the EU. This leads to a set of recommendations to increase the effectiveness and efficiency of the current harmonization endeavors. Originality/Value: Although this study organically builds upon recent studies about corporate governance and CSR, it brings a pioneering comparative assessment of transposition strategies and an innovative idea to use it as a well founded instrument to understand and appreciate the harmonization potential in this field and to improve it. ; peer-reviewed

APPROVED ; This thesis is concerned with the operation of shareholder democracy across the European Union and especially in relation to Irish public listed companies and Irish institutional investors and asset managers. More specifically, the thesis is concerned with how shareholder engagement operates and how this important practice interacts with the law of the European Union and Ireland. Public listed companies will be impacted by the obligations that the revised Shareholder Rights Directive imposes upon them and institutional investors will be impacted by the actions of their own shareholders that are subject to the Directive. The thesis analyses the Directive, using a descriptive approach, supplemented by an empirical analysis in the form of a survey of both Irish and international asset managers, who are invested in Irish public listed companies. The thesis identifies the theoretical background with regard to shareholder democracy and the importance of shareholder engagement in paradigms of shareholder democracy. In particular, a description is given of agency theory, how it is related to shareholder democracy and the role that shareholder engagement is expected to play in these theoretical frameworks.

We examine how the authority of investors to speak about climate change with corporations is established. Leveraging the 'communication as constitutive of organisations' (CCO) perspective, we analyse who speaks on behalf of whom (or what) in shareholder engagement on corporate carbon emissions. Based on access to private dialogues between an engager acting on behalf of a pool of investors with 20 utility corporations, we identify how three authoritative personae—that of diplomat, advocate, and coach—convey climate change concerns. We find that the mirroring of these authoritative personae by corporations may lead to deliberation, evasion, or rejection of the suggested courses of action. We theorise how relational authority is communicatively constituted in shareholder engagement through a process of mirroring and switching between authoritative personae. Our framework contributes to the study of CCO and relational authority by highlighting how meta-figures are used by external actors in an attempt to author appropriate corporate actions. We discuss the implications of our framework for the role of shareholder engagement in current attempts at greening financial capitalism.

AbstractManuscript typeEmpiricalResearch Question/IssueThis study investigates to what extent regulation encourages private shareholder engagement attitudes and behavior (including behind‐the‐scenes consultations, letters, meetings, and ongoing dialogues) of pension funds and asset managers with listed investee companies on environmental, social, and corporate governance (ESG) issues in Brazil and South Africa.Research Findings/InsightsDrawing on 44 in‐depth semi‐structured interviews with pension fund representatives, asset managers, and other investment players, the findings suggest that legislation provides limited direct encouragement to private engagement behavior. However, legislation encourages attitudes toward Responsible Investment by enhancing investor understanding of Responsible Investment, increasing the interest of pension funds and asset consultants in the Responsible Investment practices of asset managers, and reducing the fear of pension funds to violate their fiduciary duties, thereby promoting an enabling environment for ESG engagement.Theoretical/Academic ImplicationsThis article adds to the literature on comparative corporate governance and shareholder engagement. To the best of our knowledge, this is first study that specifically analyzes how regulation affects private shareholder engagement behavior in emerging markets, providing empirical support for the institutional perspective. The findings also suggest that the sophistication of the legislation on ESG issues in Brazil and South Africa is more typical of developed countries, indicating the need for a more fine‐grained analysis of emerging markets in corporate governance studies.Practitioner/Policy ImplicationsThis study draws investors' attention to the importance of understanding the national legal environment of the companies with which they engage and offers insights to governments interested in fostering ESG engagement practices.

Manuscript type: Empirical Research Question/Issue: This study investigates to what extent regulation encourages private shareholder engagement attitudes and behaviour (including behind-the-scenes consultations, letters, meetings and ongoing dialogues) of pension funds and asset managers with listed investee companies on environmental, social and corporate governance (ESG) issues in Brazil and South Africa. Research Findings/Insights: Drawing on 44 in-depth semi-structured interviews with pension fund representatives, asset managers and other investment players, the findings suggest that legislation provides limited direct encouragement to private engagement behaviour. However, legislation encourages attitudes towards Responsible Investment by enhancing investor understanding of Responsible Investment, increasing the interest of pension funds and asset consultants in the Responsible Investment practices of asset managers, and reducing the fear of pension funds to violate their fiduciary duties, thereby promoting an enabling environment for ESG engagement. Theoretical/Academic Implications: This article adds to the literature on comparative corporate governance and shareholder engagement. To the best of our knowledge, this is first study that specifically analyses how regulation affects private shareholder engagement behaviour in emerging markets, providing empirical support for the institutional perspective. The findings also suggest that the sophistication of the legislation on ESG issues in Brazil and South Africa is more typical of developed countries, indicating the need for a more fine-grained analysis of emerging markets in corporate governance studies. Practitioner/Policy Implications: This study draws investors' attention to the importance of understanding the national legal environment of the companies with which they engage and offers insights to governments interested in fostering ESG engagement practices.

Purpose
The purpose of this study is to provide a high-level review of the evolution of shareholder activism and institutional investor engagement in the corporate governance ecosystem in South Africa. Furthermore, it specifically seeks to explain the incorporation of such aspects into the various key codes and reports on corporate governance in South Africa since 1994.


Design/methodology/approach
Historical narrative and analysis.


Findings
This study highlights how shareholder activism and institutional investor engagement in the corporate governance ecosystem have been considered and addressed in South Africa since the publication of the First King Report in 1994. The progress that has been made specifically with regard to the introduction of a code for institutional investors is highlighted. The study ultimately acknowledges that this evolution is a continuing journey on the road to stakeholder inclusivity and engagement, and then concludes that the specific role and impact of institutional investors, particularly given some of the recent corporate governance failures, will require further consideration going forward. This should ensure the continued alignment of all stakeholders and assist in making the necessary improvements to the overarching governance framework and attendant culture.


Originality/value
This study is a part of a special issue that looks at the contribution of the King reports to governance globally.

AbstractThrough the lens of assessing the likely regulatory impact of the 2017 EU Directive on Long-term Shareholder Engagement and its amendments to the 2007 Directive on Shareholder Rights, this article considers the mythical voice and stewardship role attributed by the EU to shareholders as active corporate governance gatekeepers and drivers of its long-term sustainability agenda. It identifies limitations of the Directive itself and practical challenges concerning the provisions on shareholder identification, executive pay, related party transactions, proxy advisors and shareholder engagement policies. It is argued that there is a considerable normative gap between the EU narrative of engagement and the challenge of engaging shareholders away from self-interest and rational apathy to fulfil a stewardship role.