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  1. 1. WHY ADOPT CODES OF GOOD GOVERNANCE? 1Why Adopt Codes of Good Governance?A Comparison of Institutional andEfficiency PerspectivesAlessandro Zattoni and Francesca CuomoABSTRACTManuscript Type: EmpiricalResearch Question/Issue: Given the global diffusion and the relevance of codes of good governance, the aim of this articleis to investigate if the main reason behind their proliferation in civil law countries is: (i) the determination to improve theefficiency of the national governance system; or (ii) the will to “legitimize” domestic companies in the global financialmarket without radically improving the governance practices.Research Findings/Insights: We collected corporate governance codes developed worldwide at the end of 2005, andclassified them according to the country’s legal system (common or civil law). Then, we made a comparative analysis of thescope, coverage, and strictness of recommendations of the codes. We tested differences between common law and civil lawcountries using t-tests and probit models. Our findings suggest that the issuance of codes in civil law countries be promptedmore by legitimation reasons than by the determination to improve the governance practices of national companies.Theoretical/Academic Implications: The study contributes to enriching our knowledge on the process of reinventioncharacterizing the diffusion of new practices. Our results are consistent with a symbolic perspective on corporate gover-nance, and support the view that diffusing practices are usually modified or “reinvented” by adopters.Practitioner/Policy Implications: Our results support the idea that the characteristics of the national corporate governancesystem and law explain the main differences among the coverage of codes. This conclusion indicates the existence of astrong interplay between hard and soft law.Keywords: Corporate governance codes, institutional theory, common law system, civil law systemINTRODUCTION The characteristics of governance practices within a given country are the result of both forces aimed at increasing theirT he separation between ownership and control in large companies leads to the need for corporate governance(Berle and Means, 1932; Shleifer and Vishny, 1997) (i.e., a set efficiency, and legitimization effects because of path depen- dence (Gordon and Roe, 2004). Concerning the efficiency forces, product and capital market pressures arising fromof complementary mechanisms built on one another and globalization force the convergence of local governanceaimed at protecting investors’ rights and reducing man- practices toward the dominant international model (Whitley,agerial opportunism). Corporate governance practices vary 1999; Davis and Steil, 2001; Becht, Bolton and Roell, 2002;across institutional environments (Crouch and Streek, 1997; Cuervo, 2002; Mallin, 2002; Hansmann and Kraakman,Weimer and Pape, 1999; Hall and Soskice, 2001; Aguilera and 2004). The integration of financial markets, and the pressureJackson, 2003; Gordon and Roe, 2004). Governance practices from Anglo-Saxon institutional investors shape the corpo-reflect, in fact, differences in culture, traditional financing rate governance of large companies in any country. This, inoptions, corporate ownership patterns, and legal origin. turn, increases the protection of shareholders’ rights, encourages the creation of a more independent and active board of directors, and favors the development of more*Address for correspondence: Management Department, Parthenope University & transparent and efficient financial markets (Van den Berghe,SDA Bocconi School of Management, Strategic and Entrepreneurial ManagementDepartment, Via Bocconi 8, 20136 Milano. Tel: +39-02-5836-2527; Fax: +39-02-5836- 2002; Monks and Minow, 2004). Furthermore, the forces2530; E-mail: alessandro.zattoni@unibocconi.it of globalization create competition among governance© 2008 The AuthorsJournal compilation © 2008 Blackwell Publishing Ltd Volume 16 Number 1 January 2008doi:10.1111/j.1467-8683.2008.00661.x
  2. 2. 2 CORPORATE GOVERNANCEsystems, and increase the anxiety of the political elite con- To investigate reasons behind codes’ adoption, we col-cerning the effectiveness of the national governance model lected data on the diffusion of codes of good governance(Gordon and Roe, 2004). Finally, corporate scandals which until 2005. We also collected the good governance codesoccurred in many countries at the beginning of the new developed worldwide at the end of 2005, and classified themcentury (e.g., Enron, Worldcom, Global Crossing in the US; according to the legal tradition of their country (commonParmalat and Cirio in Italy; Ahold in the Netherlands; etc.) law or civil law). For each code we analyzed the scope (i.e.,have forced politicians, national stock exchanges, financial listed or also non-listed companies), the coverage (i.e., theauthorities, and supranational organizations (such as Euro- number of issues addressed), and the strictness (i.e., thepean Union [EU], Organisation for Economic Co-operation presence of clear and stringent recommendations versusand Development [OECD], or Internation (Monetary Fund) vague and elastic ones). We employed difference-of-meansto search for more effective governance practices (Coffee, and probit models to compare codes in common law and2005; Hill, 2005). civil law systems. Despite the benefits of effective governance practices and Both legitimation and efficiency reasons seem to explainthe pressure from globalization forces, changing governance the diffusion of good governance codes. On the efficiencymodels is not easy because they are embedded in the side, civil law countries extend code recommendations tonational institutional environment (North, 1990; Whitley, non-listed companies more often than common law coun-1999; Aoki, 2001). The high complementarity among gover- tries do. On the legitimation side, civil law countries adoptnance practices may hinder convergence because: (i) altering codes later, issue a lower number of codes, and state moreone mechanism without changing the others may dissipate ambiguous and lenient recommendations. Taken together,the benefits arising from their interaction; and (ii) it is diffi- our findings suggest that the issuance of codes in civil lawcult to transform many institutions at the same time and in countries be prompted more by legitimation reasons than bya coordinated way (Bebchuk and Roe, 1999; Schmidt and the determination to dramatically improve the governanceSpindler, 2002). Furthermore, modifying governance prac- practices of national companies.tices often requires amending laws and, therefore, agree- This article contributes to both management and legalment between the political and corporate elite on the literature. In particular, it provides further knowledge on:governance model to adopt (Gordon and Roe, 2004). Initial (i) the process of reinvention that usually characterizes thegovernance practices have, in fact, distributional effects, and diffusion of new practices; and (ii) the interplay betweencreate interest groups supporting the status quo. The domes- hard and soft law in governance practices.tic elite may resist external pressure to adopt more effectivegovernance practices if they undermine the private benefitsof control of this group (Rhodes and van Apeldoom, 1998; THEORETICAL DEVELOPMENTBebchuk and Roe, 1999). That said, this article focuses on the diffusion of new gov- The Diffusion of New Practicesernance practices, with the aim of extending the existing The decision to issue a code of good governance can beempirical evidence (Aguilera and Cuervo-Cazurra, 2004; assimilated to the adoption of new practices in an existingCuervo-Cazurra and Aguilera, 2004) on the reasons behind corporate governance system (Aguilera and Cuervo-the adoption of codes of good governance. Codes of good Cazurra, 2004). Codes of good governance are, in fact, bestgovernance are a set of best practices’ recommendations practice recommendations regarding the characteristics ofregarding boards issued to address deficiencies in a coun- the board of directors and other governance mechanisms.try’s governance systems. These deficiencies are strictly They provide a voluntary means for innovation andrelated to the legal tradition of a country (La Porta, improvement of governance practices.Lopez-de-Silanes, Shleifer and Vishny, 1997, 1998; La Porta, A diffused practice can be defined as an innovation withinLopez-de-Silanes and Shleifer, 1999), and existing evidence a social system, although the innovation does not necessarilyshows that common law countries grant better protection to entail an “improvement,” but rather a change in the cur-investors’ rights than civil law countries (La Porta et al., 1998; rent state (Strang and Macy, 2001). Many scholars explainDjankov, La Porta, Lopez-de-Silanes and Shleifer, 2006). the adoption of new practices and their homogeneity The adoption of new practices within a social system may within a social system by referring to two main theoreticalbe explained referring to two main theoretical sources: approaches: efficiency theory, and institutional theoryefficiency (or rational) accounts and social legitimation (DiMaggio and Powell, 1983; Tolbert and Zucker, 1983;(DiMaggio and Powell, 1983; Tolbert and Zucker, 1983; Westphal, Gulati and Shortell, 1997; Strang and Soule, 1998;Strang and Macy, 2001). The former points to the efficiency Strang and Macy, 2001). Reasons of efficiency and legitima-gains following innovation or the adoption of a tion both compete with and complement each other (Scott,practice. The latter suggests that practices be adopted 2001). The two approaches are not necessarily incompatiblebecause of their growing taken-for-grantedness, which because organizations may adopt practices for differentmakes adoption socially expected. Following these two reasons (Tolbert and Zucker, 1983). There is evidence sug-rationales, if efficiency reasons prevail, civil law countries gesting that both efficiency and legitimation reasons maywill develop codes before common law countries, and their lead to the adoption of new practices (Tolbert and Zucker,codes will have stricter recommendations. If legitimation 1983; Aguilera and Cuervo-Cazurra, 2004).reasons prevail, civil law countries will develop codes later The first theoretical approach views organizations as ratio-than common law countries, and their codes will have nal actors, albeit in a complex environment, and points to theweaker recommendations. gains in efficiency or effectiveness that may follow innova-Volume 16 Number 1 January 2008 © 2008 The Authors Journal compilation © 2008 Blackwell Publishing Ltd
  3. 3. WHY ADOPT CODES OF GOOD GOVERNANCE? 3tion or the adoption of a practice (Thompson, 1967; Blau and tial effects and firm history (Tolbert and Zucker, 1983).Schoenherr, 1971). Some examples of adoption motivated North (1990) affirms that institutions are shaped by histori-by technical or rational needs are the adoption of the multi- cal factors limiting the range of options available to decision-divisional form (Chandler, 1962), the creation of professional makers. Matthews (1986) argues that inertia plays anprograms by failing liberal arts schools (Kraatz and Zajac, important role in institutional persistence. Old institutional-1996), or the introduction of conventions into the broadcast- ists (Selznick, 1949) highlight the role of politics in shapinging field (Leblebici, Salancik, Copay and King, 1991). formal structures, and focus their analysis on group conflict Conversely, the second theoretical approach views or- because of diverging interests. New institutionalists devoteganizations as captives of the institutional environment in less attention on “how incumbents maintain their dominantwhich they exist, and suggests that practices are adopted positions” (DiMaggio and Powell, 1991: 30). However,because of their growing taken-for-grantedness improving DiMaggio and Powell acknowledge that “actors in key insti-qualities, which make adoption socially expected (Meyer tutions realize considerable gains from the maintenance ofand Rowan, 1977; Zucker, 1983). Tolbert and Zucker (1983), those institutions,” and that “the acquisition and mainte-in their study on civil service reform in US municipalities, nance of power within organizational fields requires thatillustrated that early adopters were driven to change by dominant organizations continually enact strategies oftechnical-competitive reasons, and late adopters were control” (1991: 30–31).driven to conform to what had become best practice. Theyargued that the early adopters of civil service reforms pro-vided the legitimacy for innovation, and other organizations The Good Governance Codeswere then under pressure to adopt the reforms for fear of Codes of good governance can be considered a set of bestlosing legitimacy. Tolbert and Zucker (1983: 25) defined practices regarding the board of directors and other gov-institutionalization as “the process through which compo- ernance mechanisms. Such codes have been designed tonents of formal structure become widely accepted, as both address deficiencies in the corporate governance system, byappropriate and necessary, and serve to legitimate organiza- recommending a set of norms aimed at improving transpar-tions.” If practices become institutionalized, their adoption ency and accountability among top managers and directorsbrings legitimation to the adopting organizations or social (Fernandez-Rodriguez, Gomez-Anson and Cuervo-Garcia,systems, even if sometimes these practices fulfill symbolic 2004).rather than task-related requirements. Aguilera and Cuervo-Cazurra (2004) found that codes of The process of homogenization is called isomorphism, good governance were issued mainly by the stock market orand defined as a constraining process that forces one unit in by managers’ associations. Directors’ associations, investors’a population to resemble other units that face the same associations, and the government did not play a large roleset of environmental conditions (Hawley, 1968). There are in developing national governance practices. This evidencetwo types of isomorphism: competitive and institutional runs against the popular claim that institutional investors(DiMaggio and Powell, 1983). Competitive isomorphism are the primary triggers of good governance, although theseassumes a system rationality that emphasizes market com- investors may have pressured stock-exchange commissionspetition, niche change, and fitness measures. A common and private associations to improve governance practices atview is that this type of isomorphism is relevant for fields country level.in which free and open competition exists, and may apply In most legal systems, codes of good governance have noto early adoption of innovation. However, this does not specific legal basis, and are not legally binding (Wymeersch,present an entirely adequate picture of the modern world of 2006). Enforcement is generally left to the effectiveness oforganizations. To do so, it must be supplemented by an internal corporate bodies (i.e., the board of directors) andinstitutional view of isomorphism, according to which or- of external market forces. Only in a few countries (e.g.,ganizations compete not just for resources and customers, Germany and the Netherlands in Europe), the law attachesbut for political power and institutional legitimacy, and for explicit legal consequences to the code or even to its provi-social as well as economic fitness (DiMaggio and Powell, sions (Wymeersch, 2005).1983). Even if compliance with code recommendations is tradi- The large majority of contributions on the diffusion of tionally voluntary and based on the “comply or explain” rule,new practices focused on the mechanisms facilitating or empirical evidence shows that publicly traded companiesinhibiting the transmission process. These studies imply a tend to respond to the main code recommendations (Conyonbinary approach of adoption/non-adoption for the most and Mallin, 1997; Gregory and Simmelkjaer, 2002). Further-part, and treat the practices themselves as relatively un- more, a previous study (Fernandez-Rodriguez et al., 2004)changing and uniform. However, innovation diffusion is a suggests that the market reacts positively to announcementsdynamic process, and diffusing practices may be modified of compliance with the code. In brief, codes of best practicesor “reinvented” by adopters (Tornatzky, Eveland, Boylan, exert major influence on the corporate governance of listedHetzner, Johnson, Roitman and Schneider, 1983; Rogers, companies, or at least formally (v. Werder, Talaulicar and1995). Reinvention is likely to be the rule, not the exception, Kolat, 2005).and researchers call for further study on the factors explain- The content of codes has been strongly influenced bying changes in practice content (Cool, Dierickx and Szulan- corporate governance studies and practices. Codes touchski, 1997; Campbell, 2005). fundamental governance issues such as fairness to all share- Finally, institutional theorists highlight organizations that holders, clear accountability by directors and managers,may resist conforming to external pressures because of iner- transparency in financial and non-financial reporting, the© 2008 The Authors Volume 16 Number 1 January 2008Journal compilation © 2008 Blackwell Publishing Ltd
  4. 4. 4 CORPORATE GOVERNANCEcomposition and structure of boards, the responsibility law and civil law countries, in terms of investor protectionfor stakeholders’ interests, and for complying with the law and several financial measures (i.e., valuable stock markets,(Gregory and Simmelkjaer, 2002; Coombes and Chiu-Yin more initial public offerings, and lower benefits of control).Wong, 2004). Summing up, in countries with weak investor protection, The core of codes of good governance lies in the recom- the size of private benefits, measured as the observed sizemendations on the board of directors. Following the domi- of the voting premium, is higher than in other countriesnant agency theory (Alchian and Demsetz, 1972; Jensen and (Zingales, 1994). Because of the absence of strong sharehold-Meckling, 1976; Fama and Jensen, 1983), governance codes ers’ rights, top managers and controlling shareholders canencourage the board of directors to play an active and inde- use a large variety of mechanisms to extract value from thependent role in controlling the behavior of top management. company at the expense of minority shareholders (MorckIn particular, scholars and practitioners (Lorsch and and Yeung, 2003). In these conditions, the adoption of codesMacIver, 1989; Demb and Neubauer, 1992; Charan, 1998; of good governance with a large coverage and strict recom-Conger, Lawler III and Finegold, 2001) recommend: the mendations, may dramatically increase firm efficiency andquest for an increasing number of non-executive and inde- reduce the cost of capital (Brancato, 1997). In summary, ifpendent directors; the splitting of Chairman and CEO roles; efficiency reasons prevail, we would expect the followingthe creation of board committees (nomination, remuneration relationships to hold:and the audit committee), made up of non-executive inde- Hypothesis 1a: Civil law countries will issue codes beforependent directors; and the development of an evaluation common law countries.procedure for the board. The introduction of these practicesis considered a necessary factor in order to avoid governance Hypothesis 2a: Civil law countries will be more prone toproblems, and to increase board and firm performance. develop codes than common law countries. Hypothesis 3a: Codes developed by civil law countries will have a larger scope than codes developed by common law countries.The Reasons behind the Diffusion of Good Hypothesis 4a: Codes developed by civil law countries willGovernance Codes have a larger coverage than codes developed by common lawAn open question, which has still not been extensively countries.studied, is whether codes of good governance have been Hypothesis 5a: Codes developed by civil law countries will haveadopted to pursue efficiency or for institutional (i.e., legiti- more stringent recommendations than codes developed bymation) reasons (Aguilera and Cuervo-Cazurra, 2004). common law countries. The efficiency rationale. The main function of codes ofgood governance is to compensate for deficiencies in the The institutional (legitimation) rationale. The develop-legal system regarding investor protection. In countries with ment of codes of good governance aims to increase not onlyweak protection of investors’ rights, the potential benefits the efficiency of governance rules, but also the legitimationfor the economic system associated with the reinforcement of national companies in the global financial market. Com-of good governance practices are greater than in countries petition among countries in the global economy generateswith strong protection of investors’ rights. Increasing the coercive or normative imitation (i.e., mimetic isomorphism)efficiency of governance practices can, in fact, encourage (Guler, Guillen and Macpherson, 2002). Countries moreglobal institutional investors to invest more money in exposed to other national economic systems experiencedomestic companies (Brancato, 1997; Gordon and Roe, greater pressure to harmonize and legitimate their gov-2004). ernance practices. A previous study (Aguilera and Cuervo- Previous studies (La Porta et al., 1997, 1998, 1999) showed Cazurra, 2004) supports this idea, showing that codes ofthat deficiencies in the corporate governance systems are good governance are more likely to be issued in countrieslinked to the legal tradition of a country, and that common where there are high government liberalization and a stronglaw countries provide stronger investor protection than civil presence of foreign institutional investors.law countries. The anti-director rights index and the distinc- Under the pressure of external forces, the national stocktion between common law and civil law countries (La Porta exchanges, the domestic associations, and the governments,et al., 1997, 1998) have been routinely used as measures of may be forced to change governance practices in the country,legal shareholder protection in cross-country quantitative not only to increase the efficiency of domestic companies,studies. but also to harmonize the national corporate governance The “law matters” approach and its original anti-director system with international best practices. Avoiding adher-index have been criticized for mistakes in coding, conceptual ence to governance principles developed at an internationalambiguity in the definitions of some components, and the level means, in fact, running the risk of not attracting globalover-generalization of findings (Pagano and Volpin, 2005; investors and increasing the weighted average cost of capitalSpamann, 2005; Roe, 2006). Prompted by the critics, Djankov for national companies (Brancato, 1997; Davis and Steil,et al. (2006) constructed a more robust index, measuring 2001).the strength of minority shareholder protection against The effects of the institutional forces producing isomorphicself-dealing by the controlling shareholder. After a robust behavior among firms located in different countries are notrevision of the methodology used to measure investor pro- irresistible. A recent study provides findings that “runtection around the world, Djankov et al. (2006) conclude that against the conventional wisdom that globalization is anstrong and significant differences exist between common inexorable, uniform, and homogeneous process, tendingVolume 16 Number 1 January 2008 © 2008 The Authors Journal compilation © 2008 Blackwell Publishing Ltd
  5. 5. WHY ADOPT CODES OF GOOD GOVERNANCE? 5toward unmitigated isomorphism across countries, at least in Flores, 1989; La Porta et al., 1998). Our sample contains 29the adoption of organizational practices” (Guler et al. 2002: civil law countries (13 with French, 12 with German, and 4227). Furthemore, it shows that “discernible cross-national with Scandinavian civil law), and 15 common law countries.patterns in rates of diffusion exist, and they shed light on the We assigned a dummy variable to each code for the legalforces driving the process” (Guler et al. 2002: 227). systems: 0 for civil law, and 1 for common law. Two sorts of path dependence may slow down the changein governance practices (Bebchuk and Roe, 1999). First, gov-ernance practices are mutually complementary mechanisms, DATA COLLECTIONso modifying one of them – without changing the others –may eliminate the benefits arising from their interaction We collected archival data on the diffusion and the content(Bebchuk and Roe, 1999; Schmidt and Spindler, 2002). of codes. In particular, for each country, we collected dataSecond, the corporate elite may resist the introduction of about: (i) the year of issuance of the first code and thebetter governance practices, because such a change may number of codes issued until 2005; and (ii) the scope, thereduce their power to extract private benefits of control from coverage, and the strictness of recommendations of eachthe firm’s assets (Rhodes and van Apeldoom, 1998; Bebchuk most recent code (at the end of 2005).and Roe, 1999; Zattoni, 1999; Morck and Yeung, 2003; Collier Concerning the diffusion of codes, for each country weand Zaman, 2005). recorded the year of issuance of the first code and the Summing up, in countries with weak protection of inves- number of codes issued until 2005. We then calculated thetors’ rights, there would be a strong urgency to issue codes distance between the year of issuance of the first code inof good governance and to adopt strict governance practices the sample (1992) and the year of issuance of the first code into increase transparency and efficiency of the financial each country to measure the delay in code adoption.markets. However, two sorts of rule-driven path depen- Concerning the content of codes, we built a comprehen-dence (based on efficiency and rent-seeking) may oppose sive database of the most recent codes of good governancethe introduction of such codes, because of complementar- developed worldwide at the end of 2005. Our main sourcesities among governance practices and the will to extract of information are the “comparative study of corporateprivate benefits of control from company’s assets (Bebchuk governance codes relevant to the European Union and itsand Roe, 1999). These forces cannot avoid the introduction member states” (Gregory and Simmelkjaer, 2002), theof good governance codes, but they can slow down their “survey of corporate governance developments in OECDdevelopment and limit the changes in national governance countries” (OECD, 2003), and the “code and principles”systems. In summary, if legitimation reasons prevail, we section on the European Corporate Governance Institutewould expect the following relationships to hold: web site (http://www.ecgi.org). For reasons of consistency, our database includes only codes of good corporate gover- Hypothesis 1b: Civil law countries will issue codes later than nance. We excluded laws and legal regulations, reports on common law countries. compliance with codes already issued, codes on the behav- Hypothesis 2b: Civil law countries will be less prone to develop ior of top management, consulting firm reports, and indi- codes than common law countries. vidual or specific company codes. Our study focuses on analyzing the content of the most Hypothesis 3b: Codes developed by civil law countries will have recent codes instead of first codes for the following reasons. a narrower or the same scope than codes developed by common First, the diffusion of codes across countries did not follow a law countries. linear path (Aguilera and Cuervo-Cazurra, 2004). Although Hypothesis 4b: Codes developed by civil law countries will have some countries issued their first code at the beginning of the a narrower or the same coverage than codes developed by 1990s, codes of good governance became widely diffused common law countries. only at the end of the 1990s and the beginning of the new millennium. Second, in the last decades the debate on good Hypothesis 5b: Codes developed by civil law countries will have governance has dramatically evolved, and the “ideal” or less stringent recommendations than codes developed by “recommended” model today is very different from the one common law countries. designed in the early 1990s (Tricker, 2000). Third, recent corporate scandals have created a discontinuity in the history of corporate governance, and many countries dra-RESEARCH DESIGN matically changed corporate law to strengthen shareholders’ and investors’ rights (Gordon and Roe, 2004).Sample For each code, we collected data on scope, coverage, andOur sample includes 60 countries: the 49 countries con- strictness of recommendations. We use the term “scope” totained in the data set of La Porta et al. (1998) and all EU mean the types of companies considered by the code. Codesmember States at the end of 2005. By that time, 44 out of the of good governance primarily describe practices for publicly60 countries issued at least one code of good governance. traded companies, but some codes extend their principles toTable 1 summarizes the most recent worldwide codes non-listed companies as well. We created a dummy variablecategorized by country legal system, year, and issuer. to measure the scope of each code: 0 only listed companies, To classify codes according to their legal system, we relied 1 otherwise.on previous studies that identified two principal secular We use the term “coverage” to mean the number of prin-legal traditions: civil law and common law (Reynolds and ciples of good governance covered by each code. Codes have© 2008 The Authors Volume 16 Number 1 January 2008Journal compilation © 2008 Blackwell Publishing Ltd
  6. 6. 6 CORPORATE GOVERNANCETABLE 1 Country origin legal system, year and issuer of most recent worldwide codesCountry origin Year of Issuer of last code Last codelegal system last codeEnglishCyprus 2002 The Cyprus Stock Exchange Corporate governance codeIreland 1999 Irish Association of Investment Managers Corporate Governance, Share Option and Other Incentive SchemesAustralia 2003 ASX Corporate governance council Principles of good corporate governance and best practice recommendationsCanada 2002 Toronto Stock Exchange Corporate governance policy-proposed new disclosure requirement and amended guidelinesHong Kong 2004 Stock Exchange of Hong Kong Hong Kong code of corporate governanceIndia 2000 Securities and exchange board of India Report of the Kumar Mangalam Birla Committee on corporate governanceKenya 2002 Private sector of corporate governance Principles of corporate governance trustMalaysia 2000 Securities commission Malaysia Malaysian Code on corporate governancePakistan 2002 The securities and exchange commission Code of corporate governance (revised)Singapore 2005 Council on corporate disclosure and Code of corporate governance governanceSouth Africa 2002 Institute of directors in Southern Africa King report on corporate governance for South Africa 2002 (King II Report)New Zealand 2004 Securities Commission Corporate governance in New Zealand: principles and guidelinesThailand 2002 Stock Exchange of Thailand Code of best practice for directors of listed companiesUSA 2003 New York Stock Exchange Final NYSE Corporate governance rulesUK 2003 The Financial Reporting Council The combined code on corporate governanceFrenchBelgium 2004 Corporate governance committee Belgian corporate governance codeFrance 2003 Association Française des Entreprises The corporate governance of listed Privées corporationsGreece 2001 Federation of Greek Industries Principles of good governanceBrazil 2004 Instituto Brasileiro de governanca Code of best practice of corporate corporativa governanceIndonesia 2001 The national committee on corporate Code for good corporate governance governanceMexico 1999 Mexican Stock Exchange Codigo de mejores practicas corporativasPerù 2002 National Supervisory commission of Principios de buen gobierno para las companies and securities sociedadesItaly 2002 Committee for the corporate governance Corporate governance codeMalta 2005 Malta Financial Services Authority Principles of Good Corporate GovernancePortugal 2003 Comissão do Mercado de Valores Recommendations on Corporate Mobiliários GovernanceSpain 2004 Instituto de Consejeros-Administradores Principles of good corporate governanceTurkey 2003 Capital markets board of Turkey Corporate governance principlesThe Netherlands 2003 Corporate Governance Committee The Dutch corporate governance codeGermanAustria 2002 Austrian Working Group for Corporate Austrian code of corporate governance GovernanceVolume 16 Number 1 January 2008 © 2008 The Authors Journal compilation © 2008 Blackwell Publishing Ltd
  7. 7. WHY ADOPT CODES OF GOOD GOVERNANCE? 7TABLE 1 ContinuedCountry origin Year of Issuer of last code Last codelegal system last codeCzech Republic 2004 Czech Securities Commission Corporate governance codeGermany 2003 Government Commission German The Cromme Code Corporate Governance CodeKorea 1999 Committee on corporate governance Code of best practice for corporate governanceJapan 2004 Tokyo Stock Exchange Principles of corporate governance for listed companiesTaiwan 2002 Taiwan Stock Exchange Taiwan corporate governance best-practice principlesSwitzerland 2002 Swiss business federation Swiss code of best practice for corporate governanceHungary 2002 Budapest Stock Exchange Corporate governance recommendationsLithuania 2003 Lithuania stock exchange The corporate governance codePoland 2004 The Best Practices Committee of the Best practices in public companies Warsaw Stock Exchange in association with the Corporate Governance ForumSlovakia 2002 Bratislava Stock Exchange Corporate governance codeSlovenia 2005 Ljubljana Stock Exchange, Managers’ Corporate governance code Association of Slovenia, Association of the Supervisory Board Members of SloveniaScandinavianDenmark 2003 Copenhagen Stock Exchange Committee Report on Corporate governance in on Corporate Governance DenmarkFinland 2003 HEX Plc, Central Chamber of Commerce Corporate governance recommendation of Finland Confederation of Finnish for listed companies Industry and EmployersSweden 2004 The codes group Swedish code of corporate governance. Report of the code groupNorway 2005 Norwegian Corporate governance Board The Norwegian Code of Practice for Corporate Governancesimilar contents, but they may also differ in some principles. from objective and strict on the one hand, and vague andTherefore, we analyzed codes to see if they cover the follow- loose on the other hand. Subsequent readings of the col-ing items (Gregory and Simmelkjaer, 2002): shareholders’ lected data focused on identifying the differences amongrights, employees’ role, board meeting and agenda, separa- codes. After comparing and contrasting data numeroustion of Chairman and CEO, board composition and indepen- times (Maxwell, 1996), we classified recommendations as: (i)dence, board directorship, deontology for directors, conflict “strong” when they contained objectively strong and quan-of interest, election term/term limits/mandatory retirement, titatively rigid rules; (ii) “semi-strong” when they containedevaluating board performance, directors’ remuneration, objectively semi-strong and quantitatively rigid rules; (iii)remuneration committee, nomination committee, and audit “weak” when they didn’t contain objective and quantita-committee (see Table 2). We created a dummy variable for tively rigid rules, but only vague and general ones; and (iv)each principle: 0 not covered, 1 covered. “not covered” when the topic wasn’t covered by the code Finally, we collected detailed notes on the codes’ recom- (see Table 3 for the final categorization). We assigned amendations regarding the board of directors (i.e., the sepa- number to each recommendation: 3 for strong recommenda-ration of Chairman and CEO, the board composition and tions, 2 for semi-strong, 1 for weak, and 0 for not covered.independence, evaluating board performance, the composi- We also measured the strictness of all codes’ recommenda-tion of remuneration, nomination, and audit committees). tions on the board of directors using a variable (i.e., theThese principles can be considered the core of good gover- overall strength of the code) calculated as the number ofnance codes. The strictness of recommendations may vary strong recommendations on boards included in each code.© 2008 The Authors Volume 16 Number 1 January 2008Journal compilation © 2008 Blackwell Publishing Ltd
  8. 8. 8 CORPORATE GOVERNANCETABLE 2 Items considered in the analysis of codes’ coverageItems DescriptionShareholders’ rights Treatment of shareholders in term of one share/one vote, protection from controlling shareholders’ abuse, general meeting participation and proxy votingEmployees’ role Role of employees in corporate governance in term of right to elect some members of the boardBoard meeting and agenda Frequency of board meetings per year and agendaSeparation of Chairman and CEO Separation between the role of chairman and chief executive officerBoard composition and independence Board recommendations in term of minimum size, composition, mix of inside and outside directors, qualification, and membership criteria such as experience, personal characteristics, independence, core competencies and availabilityBoard directorship Directorship recommendations in term of number and kind of positions that each director should have in other companiesDeontology for directors Specific director’s criteriaConflict of interest Non competition obligations and specific principles to avoid conflict of interest for board’s membersElection term/term limits/mandatory retirement Specific election term criteria such as age, appoint term and re-election termEvaluating board performance Boards evaluation proceduresDirectors’ remuneration A specific set of remuneration principles for directors both executive and non-executive and managers in term of shares, share-price incentives, share option schemes and limit to vest shares and to exercise optionsRemuneration committee A specific set of criteria about roles, size, composition, membership criteria such as experience, personal characteristics, independence, core competencies and availability, and schemes of remunerationNomination committee A specific set of criteria about roles, size, composition, and membership criteria such as experience, personal characteristics, independence, core competencies and availabilityAudit committee A specific set of criteria about roles, size, composition, and membership criteria such as experience, personal characteristics, independence, core competencies and availabilityDATA ANALYSIS 1994; Hopt, Kanda, Roe, Wymeersch and Prigge, 1998; Gugler, 2001; etc.). We also analyzed literature on codesData analysis of the content of codes followed generic pre- (Gregory and Simmelkjaer, 2002; Aguilera and Cuervo-scriptions for analyzing qualitative data and involved Cazurra, 2004; etc.) to set up an initial coding scheme.various applications of sorting, organizing, and coding data Then we started coding two codes from each country-(Lee, 1999). This was done through the use of theoretical origin legal system: the UK and the US code for Englishmemos (Maxwell, 1996). origin legal systems, the Norwegian and the Swedish code We started collecting information on the governance for Scandinavian origin legal system, the German and thesystems of countries considered in the study, to understand Japanese code for German origin, and the French and thethe main peculiarities of national corporate governance Italian code for France origin. Both scholars rated all itemssystems. We collected information from different sources, independently. After this test of the coding system, wesuch as books and articles presenting or comparing national measured consistency among coders, and we definedgovernance systems (Reynolds and Flores, 1989; Charkham, coding rules according to the differences encountered. ThenVolume 16 Number 1 January 2008 © 2008 The Authors Journal compilation © 2008 Blackwell Publishing Ltd
  9. 9. WHY ADOPT CODES OF GOOD GOVERNANCE? 9TABLE 3 Classification of codes’ recommendations on board of directorsDescription DefinitionSeparation of Chairman and Strong: separation between Chairman and CEO, in case of CEO duality appointment CEO of a lead independent director or public disclosure of the reasons behind the choice Semi-strong: separation between Chairman’s and CEO’s roles Weak: not objective and quantitative rigid rules but only general recommendations about the relationship between Chairman and CEOBoard composition and Strong: the majority of board members should be independent non-executive independence directors Semi-strong: less than half, but at least one-third of board members should be independent non-executive directors Weak: less than one-third of board members should be non-executive directors and not all of them should be independent; not objective and quantitative rigid rules but only general recommendationsEvaluating board performance Strong: self evaluation at least once a year Semi-strong: self evaluation less than once a year Weak: not objective and quantitative rigid rules, but only general recommendationsRemuneration committee Strong: all members should be independent non-executive directors Semi-strong: all members should be non-executive directors, and the majority of them should be independent Weak: less than the majority of its members should be independent; not objective and quantitative rigid rules (i.e. the board should establish a remuneration committee)Nomination committee Strong: all members should be non-executive directors, and at least the majority of them should be independent Semi-strong: less than the majority of its members should be independent non-executive directors, and separation between the chairman of the committee and the chairman of the board Weak: not independence recommendations, not objective and quantitative rigid rules but only general recommendations (i.e. the board should establish a nomination committee)Audit committee Strong: at least the majority of members and the chairman should be independent non-executive directors Semi-strong: all members should be non-executive directors, and the majority of them should be independent Weak: less than the majority of its members should be independent non-executive directors, not objective and quantitative rigid rules but only general recommendations (i.e. the board should establish an audit committee)the entire coding process has been repeated for all codes of The results of the analysis of inter-rater reliability are high,good governance. and above appropriate minimum acceptable level of reli- Each code was independently analyzed in detail by the ability. The per cent agreement equals to 0.946, and theresearchers, and was interpreted on a continual and evolv- Cohen’s kappa to 0.929.ing basis in order to decompose and reduce data (Coffey Then, we identified the few cases that were the subject ofand Atkinson, 1996). Following the prescription for quali- disagreement, and we analyzed them to find a solution. Wetative research, we analyzed collected data quantitatively organized a few meetings to discuss cases we disagreed on.using nominal and categorical variables (Marshall and Disagreements were mostly caused by misinterpretation ofRossman, 1995). At the end of the independent analysis, we the meaning of codes’ recommendations, because of differ-matched the two sets of data and found a high overlap – ences among national systems of governance. To reconcileonly 14 out of 264 measures of the strictness of codes’ disagreements we analyzed, in detail, the information col-recommendations were differently coded by researchers. lected on the national governance systems. Then, we readWe measured inter-rater reliability using both per cent again the code of good governance, and we discussedagreement and Cohen’s kappa (Cohen, 1960; Dewey, 1983). non-matched cases. The deeper knowledge of countries’© 2008 The Authors Volume 16 Number 1 January 2008Journal compilation © 2008 Blackwell Publishing Ltd
  10. 10. 10 CORPORATE GOVERNANCE FIGURE 1 The diffusion of codes of good governance (1992–2005) 160 140 120 English-origin legal system 100 French-origin legal system 80 German-origin legal system Scandinavian-origin legal system 60 Total 40 20 0 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 TABLE 4 t-tests for difference-of-means on diffusion and scope of codes of good governance Common law countries Civil law countries Years of distance of first code 6.4* (0.88) 8.2 (0.44) Number of codes issued 5.86* (2.0) 2.89 (0.38) Code’s scope 0.27* (0.12) 0.55 (0.09) Number of observations 15 29 Notes: *p < 0.05. Standard error in parentheses.governance practices allowed us to reach an agreement We tested differences between common law and civil lawwithout a long discussion. countries in the year of issue of the first code and in the To compare codes’ diffusion, scope, and coverage between number of codes issued until 2005 using a t-test (see Table 4).common law and civil law legal systems, we used t-test for Our results show that civil law countries issued codes ofdifference-of-means. To examine the recommendations at a good governance later than common law countries. Theboard level, we used probit models with the strictness of the average distance in years from 1992 is significantly differentrecommendations as a dependent variable, and the country in the two groups (p < 0.05): 6.4 years for common lawof origin legal system as an independent variable. We also countries versus 8.2 years for civil law countries. Moreover,controlled for two-country level variables: the log of GDP common law countries are more prone to issue codes than(2005), measuring the size of the economic system, and civil law countries. The number of codes issued is signifi-the market capitalization as a percentage of the GDP (2005), cantly different in the two groups (p < 0.05): 5.9 codes formeasuring the relevance of the stock exchange in the national common law countries versus 2.9 codes for civil law coun-economy. Both country variables were collected from the tries. Our results support Hypothesis 1b and 2b.World Bank’s database of World Development Indicators. The Scope of CodesRESULTS The majority of codes contain recommendations for compa- nies listed on the national stock exchange. However, 20The Diffusion of Codes codes (out of 44) extend their recommendations to includeThe first code included in our sample is the Cadbury code, non-listed companies.issued in the UK in 1992. After that time, the diffusion of We tested differences between common law and civil lawcodes started slowly – until 1998, only 13 countries had countries in the scope of codes using a t-test (see Table 4).issued a code – but accelerated at the end of the decade – 23 Our results show that codes of good governance extend theircountries issued their first code after 2000. Moreover, 95 out recommendations to non-listed companies more often inof 144 codes developed around the world until 2005, and civil law than in common law countries. The mean betweenwere issued between 2000 and 2005 (see Figure 1). the two groups is significantly different (p < 0.05): 0.27 forVolume 16 Number 1 January 2008 © 2008 The Authors Journal compilation © 2008 Blackwell Publishing Ltd
  11. 11. WHY ADOPT CODES OF GOOD GOVERNANCE? 11TABLE 5 t-tests for difference-of-means on the coverage of good governance codes Common law countries Civil law countriesShareholder’s rights 0.53** (0.13) 0.86 (0.06)Employee’s role 0* (0) 0.21 (0.08)Board meeting and agenda 0.73 (0.12) 0.79 (0.08)Separation of Chairman and CEO 0.93** (0.07) 0.52 (0.09)Board composition and independence 1 (0) 1 (0)Board directorship 0.47† (0.13) 0.24 (0.08)Conflict of interest 0.27* (0.12) 0.59 (0.09)Deontology for director’s 0 (0) 0.07 (0.05)Election term/term limits/mandatory retirement 0.6 (0.13) 0.48 (0.09)Evaluating board performance 0.67* (0.13) 0.38 (0.09)Remuneration 1 (0) 0.90 (0.06)Remuneration committee 0.87 (0.09) 0.90 (0.06)Nomination committee 0.87 (0.09) 0.79 (0.08)Audit committee 1 (0) 0.93 (0.05)All items 8.93 (0.34) 8.72 (0.39)Number of observations 15 29Notes: †p < 0.10; *p < 0.05; **p < 0.01. Standard error in parentheses.common law countries compared with 0.55 for civil law position and independence,” “deontology for directors,”countries. Our results support Hypothesis 3a. “election term/term limits/mandatory retirement,” “direc- tors’ remuneration,” and “board committees”).The Coverage of CodesAll codes of good governance contain principles on “board The Strictness of Code Recommendationscomposition and independence,” and a large number of We have seen that principles related to board of directorscodes cover almost all other items; the only exceptions are (i.e., “separation of Chairman and CEO,” “board composi-“employees’ role,” “conflict of interest,” “deontology for tion and independence,” “evaluating board performance,”directors,” and “board directorships.” and all committees) are the core of corporate governance, We tested differences between common law and civil law and are traditionally covered by all codes. Therefore, lastly,countries in the coverage of codes using a t-test (see Table 5). we investigated if the strictness of these recommendationsOur findings show that the mean of the total number of differs between common law and civil law countries.items covered by common law and civil law codes is not Table 6 shows the results of the analysis of the influence ofsignificantly different. Our results support Hypothesis 4b. common law systems, market capitalization as percentage of However, we found significant differences in terms of GDP, and log of GDP on the likelihood of the strictnesscoverage of single items. Codes cover principles on “separa- of code recommendations on boards in a given country. Thetion of Chairman and CEO,” “board directorship,” and probit models reveal that codes in common law countries“evaluating board performance,” more often in common law are significantly more likely than codes in civil law coun-than in civil law countries. The mean between the two tries to issue stricter recommendations on the “separationgroups is a significantly different: “separation of Chairman between Chairman and CEO” (p < 0.01), and the “auditand CEO” (0.93 versus 0.52; p < 0.01), “board directorship” committee” (p < 0.05). Furthermore, the results show that(0.47 versus 0.24; p < 0.10), and “evaluating board perfor- codes in common law countries are significantly more likelymance” (0.67 versus 0.38; p < 0.05). to issue stricter recommendations on boards of directors Furthermore, our results show that codes of good than their civil law counterparts (p < 0.01). Our resultsgovernance cover principles on “shareholder’s rights,” support Hypothesis 5b.“employees’ role,” and “conflict of interest,” more often incivil law than in common law countries. The mean betweenthe two groups is significantly different: “shareholders’ DISCUSSIONrights” (0.86 versus 0.53; p < 0.01), “employees’ role” (0.21versus 0; p < 0.05), and “conflict of interest” (0.59 versus This study focuses on the diffusion and content of codes of0.27; p < 0.05). good governance to extend the existing empirical evidence There are no significant differences between codes issued on the topic (Aguilera and Cuervo-Cazurra, 2004; Enrione,in common law and in civil law countries concerning any Mazza and Zerboni, 2006; Hermes, Zivkov and Postma,other item (i.e., “board meeting and agenda,” “board com- 2006). The article contributes to management and legal© 2008 The Authors Volume 16 Number 1 January 2008Journal compilation © 2008 Blackwell Publishing Ltd