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This paper aims to examine two important issues in corporate social responsibility (CSR) scholarship. First, the study problematises CSR as a form of self-regulation. Second, the research explores how CSR strategies can enable firms to recognise and internalise their externalities while preserving shareholder value.

This study uses a tinged shareholder model to understand the interactions between an organisation’s CSR approach and the effect of relevant externalities on its CSR outcomes. In doing this, the case study qualitative methodology is adopted, relying on data from one Fidelity Bank, Nigeria.

By articulating a tripodal thematic model – governance of externalities in the economy, governance of externalities in the social system and governance of externalities in the environment, this paper demonstrates how an effective combination of these themes triggers the emergence of a robust CSR culture in an organisation.

This research advances the understanding of the implication of internalising externalities in the CSR literature in a relatively under-researched context – Nigeria.

The data of this study allows to present a governance model that will enable managers to focus on their overarching objective of shareholder value without the challenges of pursuing multiple and sometimes conflicting goals that typically create negative impacts to non-shareholding stakeholders.

Internal (e.g. firm performance, internal stakeholders) and external pressures (e.g. globalisation, technology, corporate scandals) have intensified calls for corporate governance reforms across varieties of capitalism. Yet, corporate governance practices among developing economies remain problematic. Drawing insights from Africa’s largest economy (Nigeria) and relying on the resource dependence theorisation, this study aims to address two questions – what are the prerequisites for effective reforms; and what reforms yield robust corporate governance?

This study adopts a qualitative methodology comprising semi-structured interviews with 21 executives in publicly listed Nigerian firms. The interviews were analysed using the content analysis technique.

This study proposes two sequential reforms (i.e. the upstream and downstream). The upstream factors highlight the preconditions that support corporate governance reforms, i.e. government commitment and enabling environment, while the downstream reforms combine elements of awareness and regulation to proffer robust corporate governance interventions.

This research further stresses the need to consider a bottom-up approach to corporate governance in place of the dominant top-down strategy. This strategy allows agents to participate actively in corporate governance policy-making rather than a top-down model, which imposes corporate governance on agents.

Since its inception, the term ‘corporate governance’ (CG) has attracted mainstream attention, continuing to generate discussion among academics, practitioners and policy-makers. This heightened interest generally revolves around clarifying the principles of CG, both in theory and practice. This is particularly important in the context of emerging economies, where the sociocultural ethos and values often differ from those of most developed economies, where the CG concept was conceived and developed. In this vein, this chapter draws on empirical data to explore practical CG challenges faced by corporations in the Nigerian manufacturing and banking sectors. Nigeria is a country whose dominant national culture is one of high-power distance (HPD), which endorses servant-master relationships and encourages deference to authority. In this study, we found that HPD culture can undermine stakeholders’ ability to hold corporate executives to account on practices and behaviours that are antithetical to principles of corporate integrity and ethics, accountability, transparency, autonomy and stakeholder engagement, which in turn, leads to (and exacerbates) corporate misgovernance among businesses in the sectors. The theoretical and practical implications of the study are expatiated in the discussion section.

The purpose of this paper is to examine how differences in the institutional environments of a multinational enterprise (MNE) shape the role of management control systems (MCSs) and social capital in the headquarter (HQ)-subsidiary relationship of an emerging economy MNE.

A case study design was adopted in this research in order to understand how the differences in the institutional environments of an MNE shape the design and use of MCSs. Data were gathered by means of semi-structured interviews, document analysis and observations. Interviews were conducted at the Nigerian HQ and UK subsidiary of the Nigerian Service Multinational Enterprise (NSMNE).

The study found that the subsidiary operated autonomously, given its residence in a stronger institutional environment than the HQ. Instead of the HQ depending on MCSs means of coordination and control, it relied on social capital that existed between the HQ and subsidiary to coordinate and integrate the operation of the foreign subsidiary studied.

The evidence from this research indicates that social capital could be effective in the integration and coordination of multinational operations. However, where social capital becomes the main mechanism of coordination and integration of HQ-subsidiary operations, the focus may have to be, as in this case, on organisational social capital and the need to achieve group goals, rather than specifically designated target goals for the subsidiary. The implication of this is that it may limit the potential of the subsidiary to explore its environment and search for opportunities. These are important insights into the relationship between developed country-based subsidiaries and their less developed countries-based HQs.

A practical implication of this research is in the use of local or expatriate staff to manage the operation of the subsidiary. While previous studies on the MNE, from the conventional perspective of multinational operation, suggest that expatriates may be sent to the subsidiary to head key positions so as to enable the HQ to have control of the subsidiary operation, it is different in this case. The NSMNE has adopted a policy of using locals who have the expertise and understanding of the UK institutional environment to manage the subsidiary’s operation.

This research sheds some light on how development issues associated with a multinational institutional environment may shape the business activities and the relationship between the HQ and subsidiary. It gives some understanding of how policies and practices may have different impacts on employees as businesses attempt to adjust to pressures from their external environment(s).

The reliance on social capital as a means of coordination and control of the foreign subsidiary in this study is significant, given that previous studies have indicated that multinational HQs normally transfer controls and structure to foreign subsidiaries as a means of control. Also, while previous studies have suggested that MNEs HQ have better expertise that enables them to design and transfer MCSs to foreign subsidiaries, this study found that such expertise relates to the institutional environment from which the HQ is operating from. Through the lens of institutional sociology theory, these findings directly contribute to the literature on the transference of practices and control systems in international business discourse.

The purpose of this study is to examine both the responses of auditees to corporate governance audit (CGA) regulation and the practices of CGA auditors.

The study used a mixed method. Content analysis of 200 annual and CGA reports was carried out for 13 years, from 2008 to 2021, split into voluntary disclosure and mandatory disclosure periods. Quantitative analysis was also conducted using Kruskal–Wallis and Dunn's tests. Data gathered were interpreted through the lens of isomorphism and Oliver's (1991) strategic responses to institutional processes.

The study revealed that in the voluntary disclosure period, auditees responded mainly with acquiescence, motivated by mimetic isomorphic pressure. In the mandatory disclosure period, auditee responses ranged from acquiescence to dismissal of corporate governance regulation (i.e. coercive isomorphic pressure). Auditor reporting of CGA findings was found to be heterogeneous, suggesting that normative and mimetic isomorphism did not homogenize auditor practices.

The absence of uniform auditee responses to CGA regulation during the mandatory disclosure period suggests that the purpose of mandating the regulation has not yet been achieved and may signal inadequate coercive isomorphic pressure from the Financial Reporting Council of Nigeria (FRCN). Similarly, heterogeneous reporting of CGA findings by corporate governance auditors inhibits the comparability of audit findings, limiting their value for information users.

This study examines corporate governance auditor practices and auditee responses to corporate governance audit regulation.

The purpose of this study is to investigate the level of compliance with, and disclosure of, good corporate governance (CG) practices among UK publicly listed firms and consequently ascertain whether board characteristics and ownership structure variables can explain observable differences in the extent of voluntary CG compliance and disclosure practices.

This study uses one of the largest data sets to-date on compliance and disclosure of CG practices from 2008 to 2013 containing 120 CG provisions drawn from the 2010 UK Combined Code relating to 100 UK listed firms to conduct multiple regression analyses of the determinants of voluntary CG disclosures. A number of additional estimations, including two stage least squares, fixed-effects and lagged structures, are conducted to address the potential endogeneity issue and test the robustness of the findings.

The results suggest that there is a substantial variation in the levels of compliance with, and disclosure of, good CG practices among the sampled UK firms. The authors also find that firms with larger board size, more independent outside directors and greater director diversity tend to disclose more CG information voluntarily, whereas the level of voluntary CG compliance and disclosure is insignificantly related to the existence of a separate CG committee and institutional ownership. Additionally, the results indicate that block ownership and managerial ownership negatively affect voluntary CG compliance and disclosure practices. The findings are fairly robust across a number of econometric models that sufficiently address various endogeneity problems and alternative CG indices. Overall, the findings are generally consistent with the predictions of neo-institutional theory.

This study extends, as well as contributes to, the extant CG literature by offering new evidence on compliance with, and disclosure of, good CG recommendations contained in the 2010 UK Combined Code following the 2007/2008 global financial crisis. This study also advances the existing literature by offering new insights from a neo-institutional theoretical perspective of the impact of board and ownership mechanisms on voluntary CG compliance and disclosure practices.

This paper aims to analyse the link between culture and corporate governance. In particular, it demonstrates the impact of culture in inhibiting convergence of corporate governance. Overall, the paper provides an appraisal of corporate governance laws in stakeholder-oriented states that have endured market pressure for convergence.

The paper utilises historical trend in analyzing changes in corporate governance regulation in six countries covering three continents with stakeholder-oriented corporate governance model to determine the effect of culture in the convergence or divergence of corporate governance.

The view that corporate governance is converging towards the shareholder model largely ignores cultural differences in states. An appraisal of corporate governance rules and principles that have endured Anglo-American influence reveals a strong propensity for cultural norms to dictate areas where changes occur. This paper demonstrates nominal changes in corporate governance regulation and ideologies, as states still turn to design corporate governance rules around their cultural philosophy. The paper also reveals weak political authority for convergence vis-à-vis market forces.

Laws are strongly embedded in the corporate philosophies of states. Thus, the market and managers need to incorporate national culture into corporate practices for effective implementation.

Few studies have examined the effect of culture on the convergence of corporate governance regulation, especially across different countries. This study does not only analyze corporate governance in developed countries but also examines emerging nations in Africa where research on convergence is very scarce.

The aim of this study is to explore how a practice approach can provide an understanding of board diversity practices. Drawing from Schatzki's practice theory, this study considered how board diversity is practiced from the doings and sayings of directors in Mauritius.

In this study, in-depth interviews with directors in listed companies from different industrial sectors were used to collect data.

The authors' findings indicate that a country's board diversity practices are influenced by the country's unique social, economic and cultural environment. Whilst board diversity practices may appear as the practices that are motivated by compliance, a deeper look at the results reveals that the laws governing board diversity are interpreted very subtly in a way that benefits shareholders' self-interest. A low percentage of female directors on boards and some indications of shareholder-driven practices are also found. Whilst the corporate sector acknowledges the advantages of diversity, there are some practices that they are unwilling to abandon, demonstrating the importance of the teleoaffective structures and normativity in determining what really occurs. Members of boards resolving disagreement further demonstrates the teleoaffective structure.

This research would be of interest to researchers because of the research's novel approach in studying board diversity which could be used by other researchers to experiment with a practice approach in exploring corporate governance phenomena in unique settings.

The findings are of relevance to policymakers and regulators who seek to strengthen corporate governance practices in similar settings.

This research contributes to the literature on board diversity by showing that analysing board diversity through a practice approach enables a more comprehensive understanding of practices. The authors' study confirms that practice theory has the potential to re-orient the way board diversity studies are undertaken.