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In: Corporate governance: an international review, Band 10, Heft 3, S. 197-210
ISSN: 1467-8683
Corporate governance is developing rapidly in many countries across the world. In this paper we analyse the existing state of corporate governance in a country in the Middle East: Bahrain. We employ a survey methodology, with a questionnaire being sent to all of the companies listed on the Bahrain Stock Exchange Market. An analysis of the responses reveals that Bahraini companies have in place some of the features of corporate governance best practice with boards dominated by non–executive directors, for example, and the separation of the roles of Chair and CEO. However, it is not clear how effective the nomination/appointments process is and directors tend to be fairly entrenched. In terms of risk management and control, the majority of Bahraini companies have an internal audit department and risk management control. Overall, it seems that Bahraini companies have a number of key corporate governance structural features in place, but that there remains further progress to be made.
In: Corporate governance: an international review, Band 10, Heft 4, S. 261-277
ISSN: 1467-8683
Transaction Byte Analysis (TBA) is introduced as a basis to ground corporate governance in the science of information and control described as cybernetics. TBA provides fundamental criteria for evaluating the governance integrity of any type of organisation because all individuals possess physiological and neurological limits to receive, store, manipulate and transmit information measured in bytes. Cybernetics laws of requisite variety in com"munication channels, decision–making centres and control agents provide strategies for overcoming human variations and their limitations in managing complexity. The paper identifies the cybernetic advantages of compound boards and concludes that a unitary board cannot reliably govern complex firms.
In: Corporate governance: international journal of business in society, Band 4, Heft 4, S. 29-46
ISSN: 1758-6054
There is growing interest in corporate values but where do they come from? What factors determine corporate values? This paper argues that they are determined by corporate governance in a broad sense of the word. Three governance mechanisms are emphasized: ownership structure, board composition and stakeholder influence. In smaller companies founder‐owners often play a pivotal role in shaping corporate value systems that influence companies for years to come. In larger companies that separate ownership and control, managers and boards come to play a powerful role. In both cases repeated interaction with customers, employees and other stakeholders shape corporate values by way of corporate reputation and corporate culture.
In: Forthcoming, 'Handbuch Investor Relations und Finanzkommunikation, Springer'
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Working paper
Corporate Governance in India is an authoritative discourse on the state of corporate governance in India. Beginning with an analysis of its evolution, the authors discuss the effectiveness and applicability of corporate governance mechanisms in the context of the institutional structure within which Indian companies operate.
The impact of the economic downturn and the increase in financial scandals emerging from major corporations has generated a growing interest in governance issues and has emphasized the need for companies to be transparent in their dealings with shareholders and the markets. Although the issues in Asia are fundamentally similar to those in the rest of the world, there are some crucial differences in the way in which Asian corporations acknowledge and confront these issues and in the political and legal frameworks under which they operate. Using examples of good and bad governance, Roche analyzes if the Asian approach to governance issues is unique. Business and finance students, as well as executives with an interest in Asian business or corporate governance will find this an authoritative and insightful guide to this complex and important topic.
In: CESifo working paper series 2881
In: Public finance
The effects of corporate taxation on firm behavior have been extensively discussed in the neoclassical model of firm behavior which abstracts from agency problems. As emphasized by the corporate governance literature, corporate investment behavior is however crucially influenced by diverging interests between shareholders and managers. We set up an agency model and analyze the crucial issue in corporate taxation of whether the normal return on investment should be exempted from taxation. The findings suggest that the divergence of interests may be intensified and welfare reduced if the corporate tax system exempts the normal return on investment from taxation. The optimal system may well use the full return on investment as a tax base. Hence, tax systems such as an Allowance for Corporate Equity (ACE) or a Cash-flow tax do not have the familiar efficiency-enhancing effects in the presence of corporate agency problems.
This essay is a contribution to the forthcoming Oxford University Press Handbook of Corporate Law and Governance edited by Jeffery Gordon and Georg Ringe. In the 1960s and 1970s, corporate law and finance scholars recognized that neither discipline was doing a very good job of explaining how corporations were really structured and performed. For legal scholars, Yale Law School professor and then Stanford Law School dean Bayless Manning confessed that corporate law has "nothing left but our great empty corporation statutes – towering skyscrapers of rusted girders, internally welded together and containing nothing but wind." Michael Jensen and William Meckling made a similar comment with respect to finance. The theory of the firm was an "empty box" or a "black box" that provided no theory about "how the conflicting objectives of the individual participants are brought into equilibrium." The result of Jensen and Meckling's seminal reframing of corporate law in agency cost terms, and so into something far broader than disputes over statutory language, was that both Manning's empty skyscrapers and Jensen and Meckling's empty box began to be filled. The essay proceeds by tracking how corporate law became corporate governance – from legal rules standing alone to legal rules interacting with non-legal processes and institutions – through three somewhat idiosyncratically chosen but nonetheless related examples of how we have come to usefully complicate the inquiry into the structures that bear on corporate decision-making and performance. Part I frames the first level of complication in moving from law to governance by defining governance broadly as the company's operating system, a braided framework encompassing legal and non-legal elements. Part II then adds a second level of complication by treating corporate governance dynamically: corporate governance becomes a path dependent outcome of the tools available when a national governance system begins taking shape, and the process by which elements are added to the governance system going forward – driven by what Paul Milgrom and John Roberts call "supermodularity." That characteristic reads importantly on both the difficulty of corporate governance, as opposed to corporate law, reform and the non-intuitive pattern of the results of reform: significant reform leads to things getting worse before they get better. Part II then further complicates corporate governance by expanding it beyond the boundaries of the corporation, treating particular governance regimes as complementary to other social structures – for example, the labor market, the capital market and the political structure – that together define different varieties of capitalism. Next, Part III considers commonplace, but I will suggest misguided, efforts to take a different tack from Parts I and II: to simplify rather than complicate corporate governance analysis by recourse to now familiar single factor analytic models: stakeholder theory, team production, director primacy, and shareholder primacy. Part III suggests that these reductions are neither models nor particularly helpful; they neither bridge the contextual specificity of most corporate governance analysis nor address the necessary interaction in allocating responsibilities among shareholders, teams and directors. As well, these "models" are static rather than dynamic, a serious failing in an era in which the second derivative of change is positive in many business environments and Schumpeter seems to be getting the better of Burke. Part IV concludes by examining the importance of a corporate governance system's capacity to respond to changes in the business environment: the greater the rate of change, the more important is a governance system's capacity to adapt and the less important its ability to support long-term firm-specific investment.
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Working paper
In: German Corporate Governance in International and European Context, S. 399-474
Sylvia Ballke geht der Frage nach, welche faktische Bedeutung die Corporate Governance im deutschen Krankenhaussektor hat. Sie rückt sowohl auf konzeptioneller als auch auf empirischer Basis die Corporate Governance für Krankenhäuser, die Hospital Governance, in den Fokus der Betrachtung. Dr. Sylvia Ballke promovierte bei Univ.-Prof. Dr. Jürgen Wasem am Lehrstuhl für Medizinmanagement des Fachbereichs Wirtschaftswissenschaften der Universität Duisburg-Essen. Sie arbeitet als Unternehmensberaterin mit dem Branchenschwerpunkt Healthcare.