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Purpose of paper – This paper sets out to introduce the special issue on corporate governance in less developed and emerging economies. It summarises and reflects on themes and findings raised in the papers in the volume.

Design/methodology/approach – The findings reported in the paper are based on desk research and review of the papers contained in the volume.

Findings – The paper finds that the adoption of appropriate corporate governance systems is becoming a central issue in less developed and emerging economies. Factors such as the 1997 Asian financial crisis, the adoption of international donor led reforms, and the globalisation of capital markets are among the factors that are driving corporate governance reforms in less developed and emerging economies.

Research limitations/implications – The pressure from international donors has compelled some less developed and emerging economies to adopt corporate governance models developed in the West with no modification. The paper argues that while it is imperative for less developed and emerging economies to reform their corporate governance systems, it is important that these systems are adapted to suite the specific needs of individual countries.

Originality/value of paper – The paper is a summary of studies exploring various corporate governance issues in less developed and emerging economies. The issues addressed in these studies are important to understand corporate governance issues in both the private and public sectors in less developed and emerging economies.

The aim of this article is to describe and analyze the legal issues of enforcement for corporate governance in Vietnam, focusing primarily on constraints that are faced by companies. And subsequent recommendations to Vietnam's policy makers are raised. In support of working out a legal framework on enforcement of corporate governance, the article has initially focused on assessment of the enforcement for corporate governance in Vietnam. The theoretical framework is that of OECD Principles of Corporate Governance (April 1999, Paris). Furthermore, this article briefly raises some relevant impacts by corporate governance enforcement on compliance with best standards of corporate governance. The article also addresses current impediments on enforcement of corporate governance. It is concluded that enforcement of corporate governance requires making the legal framework perfect to assist inspectors with enforcement of corporate governance; and improvements on the legal framework to enhance the capacity of implementing officials is a need.

This chapter examines corporate governance–related financial reporting issues in the context of globalization. Over the past few decades, the process of globalization has substantially altered the fields of corporate governance and accounting. More specifically, Anglo-American models of corporate governance and financial reporting have received increasing momentum in emerging economies, including China. However, a review of relevant studies suggests that there is limited research examining the implementation of Anglo-American concepts in various countries regardless of their growing acceptance. This monograph extends the existing literature by comprehensively investigating the adoption of internationally acceptable principles and standards in China, the largest transitional economy that has different institutional context from Anglo-American countries. In addition, the review has a number of implications for developing the theoretical framework, and determining the research methodology for the monograph.

The governance of capital market institutions did not receive much interest compared to their banking sector counterparts, partly due to their different ownership structures. Recent trends; increased competition, technological advances, structural changes, globalization, all had their share of impact on governance systems of capital markets institutions particularly on exchanges. Corporate governance of non-financial firms and capital markets institutions differ in several ways. Firstly the role of risk management differs since they may impose systemic risks to the financial system. Secondly well-implemented governance structures and processes are required but are not sufficient in capital markets since there are several conflicts of interests to be addressed. Therefore whether and how effectively they function is what matters. Thirdly the governance structures of such institutions exhibit different effectiveness on their decisions.The governance of FIs in capital markets is discussed in terms of board structure and management, risk governance, supervisors, shareholders, executive compensation, role of regulators, authorities and values and culture. The role of stock exchanges in corporate governance are discussed separately in terms of implementing corporate governance codes, demutualisation and its impact on regulations, transparency and accountability issues and the effects of M&As among exchanges. Market needs strong analytical tools and reliable benchmarks to assess governance risk. The corporate control and the regulation of the institutions by the exchanges when the corporations (regulated) are the competitors of the exchanges (regulators) or owned by the stockholders of the exchanges must be addressed. The risk of regulatory arbitrage, calls for the need of harmonisation among regulators. Better regulation of FIs and greater global coordination among regulators are seen as the most two important issues to prevent another crisis.

The study of Bharat Heavy Electricals Limited (BHEL)11BHEL was founded in 1950s. It has emerged as the largest engineering and manufacturing enterprise of its kind in India. Power equipment major BHEL has approached the government for the grant of coveted Maharatna status, which will give the company greater financial autonomy. At present, BHEL is a Navratna company. A company qualifying for the Maharatna status should have an average annual turnover of more than Rs 20,000 crores in the last three years, according to the new guidelines. Once a company gets the Maharatna status, its board would not be required to take the government’s permission for investments up to Rs 5,000 crores in a joint venture project or wholly owned subsidiary. For the Navratna companies, the limit is Rs 1,000 crores. was undertaken to understand the quality of corporate governance in public sector and to gain insight into the major infirmities in internal and external conditions that impinge on the quality of corporate governance in the public enterprises. In India, to bring in more transparency and accountability in the functioning of Central Public Sector Enterprises (CPSEs), the government of India in June 2007 introduced the Guidelines on Corporate Governance. These Guidelines were originally of voluntary nature. The government has acknowledged the need for continuing the adoption of good Corporate Governance Guidelines for ensuring robust public sector with high level of transparency and decided to make these Guidelines mandatory and applicable to all CPSEs. Thereby, government in March 2010 asked all the 246 CPSEs to mandatorily follow corporate governance norms and business ethics, a step to ensure more transparency in their functioning.

This chapter analyses how corporate governance codes in Europe approach CSR, devoting specific guidelines or recommendations or specifying the responsibility of implementing and disclosing CSR in the company.

Content analysis have been used in a sample of 27 corporate governance codes of 27 European countries, issued in the European Union (EU) and United Kingdom (UK), issued by governments (seven codes), national stock exchange (eight codes), industrial associations (six codes) and composites (six codes).

Only five out of 27 codes make and explicit reference to the term Corporate Social Responsibility (CSR). Two of them reflect the importance of a CSR Report (Slovenia and Spain), whereas the Spanish Code was the only code which devoted a section to the implementation of a CSR policy.

Although corporate governance codes could represent an opportunity to shift the focus from an implicit CSR approach to an explicit CSR approach in Europe, the truth is that content related to the issue and its level of specificity does not reflect that change yet.

Previous literature has not focused on the analysis of corporate governance codes from a CSR perspective, so the chapter is relevant for policy makers when it comes to updating corporate governance codes.

Corporate governance has become a core topic in management research and business practice. Recent debates like – environmental responsibility, sustainability, ethics, corporate control, generation, protection and distribution of wealth, the role of the board and senior executives in setting standards for performance management, and stakeholder relationship management – have strong links to organisational trust. However, management literature has been relatively silent on how various corporate governance configurations and perspectives potentially shape trust relations within the organisation, especially in Africa. Thus, this chapter reviews corporate governance through the lens of the institutional logics perspective evident in western capitalism and develops a framework connecting various governance configurations to organisational trust. Doing so provides new directions for those seeking to develop further research in corporate governance, institutional logics and organisational trust.

Purpose – As corporations and capital markets become more global, it is increasingly important to understand the differences in corporate governance practices.

Approach – This chapter provides a framework for the implementation of corporate governance that can be used globally for study and adaptation. It also describes three corporate governance systems (Anglo-American, Communitarian, and Emerging Markets) and provides an analysis and comparison of how the framework for corporate governance is applied differently, and how success should be evaluated differently, in these three systems. Lastly, it considers the possibility of convergence toward a global system of corporate governance.

Practical implications – There is significant heterogeneity in corporate governance worldwide but there are universal aspects, such as roles, responsibilities, inputs, and processes, which result in effective corporate governance. Understanding the similarities and differences enables researchers and managers to work with multiple systems in different countries where corporations and stakeholders have varying objectives, structures, and internal and external determinants.

Value of chapter – This chapter presents a comparison of the three systems that is critical for further study of global practices. Additionally, the internal and external determinants that impact the varying corporate governance systems are analyzed to more carefully consider the performance measures that account for differences in objectives, motivations, and performance.

This paper seeks to challenge a tacit, but nevertheless prevalent, notion that a robust corporate governance framework will, as a matter of course, engender good corporate social responsibility and, thereby, ‘ethical’ decision-making. It does so by drawing, in the first instance, on an example of apparent good corporate social responsibility and exposing the possibly unethical dimensions of the incident. The paper suggests that corporate governance always has a subjective ethical dimension and that such regimes are best understood as ‘regimes of practice’ – actions, actors and discourses – that shape and mould both thinking and action. Such regimes, it is posited, can best be explored by looking at actual instances or events of significance and analysing these. The paper then offers the example of international pharmaceutical companies’ HIV/AIDS drugs pricing policies, especially in South Africa, as such a critical incident and interrogates it using the ‘analytics’ approach outlined by Dean (1999). The principal aims of the paper are to demonstrate that corporate social responsibility and corporate governance regimes are not neutral processes but aspects of ‘governmentality’ and to offer a technique, analytics, by which such processes can be explicated.