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This study examines the types, quality, and financial effects of explanations for non-compliance (NCEs) with corporate governance codes.

This study used content analysis to examine various types of NCEs and developed an NCE index (NCEI) to assess their quality and degree of informativeness. Static and dynamic multivariate panel data regression models were used to analyze the relationship between NCEI and firm performance (FP) of 38 non-financial listed Mauritian firms from 2009 to 2019.

Listed Mauritian firms do not provide explanations for all non-compliance, and the most common type of NCE is momentary deviation. The NCEI is 0.243, which implies that the overall quality of the NCEs is poor or uninformative. The NCEI varies according to the listing status and industry type. NCEI has a negative and insignificant relationship with both ROA and Tobin’s Q. The results are inconsistent with the agency, stakeholder, stewardship, and resource dependency theories. Sensitivity analysis indicated that the findings were robust.

Multiple theoretical frameworks offer a deeper understanding of corporate governance practices than a single theory does. A decline in the NCEI in 2019 indicates that the move from the “comply or explain” to the “apply or explain” principle does not necessarily result in enhancements in the degree of informativeness. Regulators should develop guidelines on how to disclose NCEs better. Investors appear to be more concerned about “comply/apply or perform” than the “comply/apply or explain” approach.

This study adds to the extant literature by providing new evidence on the types and quality of NCEs as well as their relationship with FP in emerging economies, where such studies are rare.

This study aims to explore the quality of corporate governance disclosure under an “apply and explain” regime in the context of an emerging economy (Mauritius), following a transition from the traditional “comply or explain” approach within the national code of corporate governance.

The research relies on a content analysis of corporate governance disclosure in 86 annual reports of companies listed on the Stock Exchange of Mauritius for the financial periods 2018–2019 and 2019–2020, one-way analysis of variance tests and draws on the typology of corporate governance explanations developed by Shrives and Brennan (2015), focusing on specificity, location and comprehensiveness dimensions. This paper draws on legitimacy theory and the concepts of substantive and symbolic disclosures to guide the interpretation of the findings.

From a specificity point of view, the disclosure index revealed significant variations, with the highest score being four times the lowest score. With regards to location and comprehensiveness, only around half of companies are making optimum use of a corporate governance report and providing explanations by principles. This paper also illustrated how some firms provided symbolic disclosures. Overall, there are disparities in the application of the code by companies, reflected in a blend of substantive and symbolic disclosures to maintain their legitimacy.

This study examines “apply and explain” disclosures in a emerging economy in contrast to the “comply or explain” approach studied so far in the literature. Merely professing a “well intended” shift to the “apply and explain” approach does not necessarily lead to improvements in the quality of corporate governance disclosures. Companies, governance professionals and regulatory bodies could formulate disclosure guidance to better underpin the implications of the “apply and explain” approach.

The purpose of this study is to examine the impact of mandatory corporate social responsibility (CSR) spending on firm value in the Indian context.

Using firm-level data over the period 2012–2017, this study uses the difference-in-differences (DID) technique combined with matching to control for potential endogeneity of the decision to comply with the CSR Act since the Act in its current form is applicable as a comply-or-explain obligation.

The results of this study suggest that mandatory CSR spending has a positive and statistically significant impact on firm value. These results remain robust to alternative econometric techniques such as regression discontinuity design (RDD) and randomization inference test as well as to alternative empirical specifications. Furthermore, the study demonstrates that the positive effect of CSR spending on firm value is more pronounced for firms with higher information asymmetry problem and lower institutional holdings.

This study explicitly considers the “comply-or-explain” flexibility option, in terms of spending on CSR, provided to Indian firms for the initial two to three years and investigates whether spending on CSR helps firms enhance their firm value. The study also finds that the positive effect of CSR spending on firm value is more pronounced for firms with higher information asymmetry problems and lower institutional holdings.

The authors examine how the major board reforms recently implemented by countries around the world affect firms' choice of debt.

Using a quasi-experimental setting of major board reforms around the world that aim to improve board-related governance practices in various areas, this study investigates the impact of effective board monitoring on corporate debt choice. The authors employ difference-in-differences-type quasi-natural experiment method and path analysis for hypotheses testing.

The authors find that the implementation of board reforms is positively associated with firms' preference for public debt financing over bank debt. However, this effect tends to weaken after the fourth year following the implementation of board reforms. In additional analyses, the authors find that “rule-based” reforms have a more pronounced effect on firms' choice of debt than do “comply-or-explain” reforms. Both (1) strengthened firm-level internal governance practices that address concerns about the agency cost of debt and (2) reduced information asymmetries play important roles in facilitating firms' debt choice, but the evidence suggests that the former is the economic mechanism through which country-level reforms affect corporate debt choice.

The study extends the literature examining the heterogeneity of corporate debt choices in a global setting and the literature on the consequences of corporate governance reforms.

The findings demonstrate the effectiveness of the corporate board reforms implemented in countries around the world, addressing concerns from critics about their potential harm or ineffectiveness.

The results indicate that country-level board reforms reduce the extent to which shareholder–creditor conflicts harm shareholders.

The purpose of this study is to investigate the role and impact of state regulation of corporate social responsibility (CSR) spending on company actions and to examine whether making mandatory CSR encourages businesses to engage in social welfare projects. Additionally, the authors also investigate whether these CSR expenditures can enable India to meet the Sustainable Development Goals (SDGs) 2030.

CSR expenditure data from the government repository of 22,531 eligible companies in India were studied from FY2014–2015 to FY2019–2020. CSR spending is further classified according to development areas of Schedule VII of the Companies Act, 2013, and mapped with the SDGs to see which ones the corporations have prioritized.

CSR spending increased from INR 10,066 crore in 2014–2015 to INR 24,689 crore in 2019–2020. Companies have prioritized CSR expenditure on education, followed by health care and rural development. The number of companies spending more than the mandated expenditure increased by around 75% from 2014–2015 to 2019–2020. However, the “comply or explain” approach of the law has led to a major number of companies spending zero on CSR. Companies have generally concentrated on moving CSR funds to designated funds rather than using them for capacity development to instill social responsibility culture.

This study provides evidence of the impact of mandatory CSR expenditure on welfare activities and SDGs. Unlike previous research, the results of this study are based on CSR expenditures rather than voluntary CSR scores.

The aim of this study is to approach the way in which corporate governance influences the occurrence of financial fraud, as expressed by the M-Beneish score. In order to get further into the topic, we have first computed a corporate governance score based on the comply-explain statement and then selected a few elements that are part of the corporate governance reporting: equilibrium of board members (EQUIL), independence of board members (INDEP), selection of the board members (NOM), remuneration policy (REM), audit committee (AUDIT) and the proportion of female directors on boards (GenF). They were tested, one by one, using the financial fraud score to see the way in which they interact.

The study is conducted on a sample of 65 companies listed on the Bucharest Stock Exchange (BSE) for the 2016–2022 period. The data were processed using three-stage general least square [general least squares (GLS), with iteration, igls and option] with a common first-order panel-specific autocorrelation correction, so as to explain how a poor adoption of the corporate governance score and its elements has a negative implication for the M-Beneish score, controlling for the auditor opinion, type of auditing company and if the company is privately owned.

The results support most of our research hypothesis, revealing that a poor adoption of the corporate governance score and its components – AUDIT, EQUIL, INDEP and GenF – negatively influences the M-Beneish score, i.e. a low corporate governance score will lead to an increase in financial fraud. This is an encouraging aspect, for an improved adoption of the corporate governance principles reduces the occurrence of financial fraud.

This is a study that concerns the relationship between corporate governance and financial fraud for the case study for Romania.

The study highlights the importance of adopting the corporate governance code applied to the Romanian business environment. By measuring the presence of financial fraud appearance through the M-Beneish score, we have managed to outline the negative relationship between the two components. Thus, it is an important aspect of which companies should take account, so they will have long-term benefits and ensure the continuity of the business.

The policy implications of this project are for policymakers, so that they will understand how a good corporate governance mechanism will enhance high-performing businesses. Different aspects regarding corporate governance were validated and are in the process of being validated. Managers can extract and try to understand and apply the good characteristics of corporate governance for the well-being of their companies. At a broader level, the macroeconomic environment will increase its own well-being while encouraging market players to enhance qualitative corporate governance reporting. There is no doubt that corporate governance has a positive impact on businesses.

The study highlights the importance of adopting the corporate governance code as applied to the Romanian business environment. By measuring the occurrence of financial fraud using the M-Beneish score, we have managed to outline the negative relationship between the two components. Therefore, this is an important aspect that companies should take into account in order to have long-term benefits and ensure the continuity of their business.

This study seeks to deepen the understanding of the political process underlying the establishment and evolution of corporate governance (CG) regulations in a developing country.

Drawing on regulatory space concept (Hancher and Moran, 1989) and Oliver's (1991) typology of strategic responses, the authors identify which actor participated in and benefitted from the establishment of a new transnational CG regulation in Pakistan. Data were collected through interviews and from the published secondary sources.

The findings highlighted regulations are being influenced and shaped up by the political process of negotiation, bargaining, manipulation and domination between powerful and resourceful actors in a given regulatory space. National regulators and regulatees can be indeed fervent opponents to the transnational regulations when it comes to protecting their well-rooted national interests.

This study contributes to the accounting literature by illustrating political processes through which internationally recognised CG practices are resisted, negotiated and implemented in the developing countries. The regulator must pay attention that the outcome of the regulatory change process is the result of carefully crafted and conscious strategies of actors in the regulatory space.

Poland generally has a homogeneous society, conservative towards changes and diversity. The corporate culture in Polish companies reflects this mindset, leading to a lack of inclusion on the corporate board. Additionally, many companies may not fully understand the benefits of an inclusive workplace and legal requirements for gender diversity.

The main objective of the study is to provide a better understanding of the attitude of Polish companies towards diversity policies and reveal differences in actual and expected levels of gender diversity in corporate boards. Thus, we examine compliance with the gender diversity guidelines in the corporate governance code.

Using a sample of 367 Polish companies listed on the Warsaw Stock Exchange, we study the composition of the management and supervisory boards to check if they meet the expected gender diversity criteria. We also look at companies' explanations for non-compliance with the main principles regarding diversity policy.

We find that the current composition of corporate boards of stock companies in Poland is male-dominated. Women represent only 12.72% and 17.12% of the management board and supervisory board members, respectively, and 68.94% (42.23%) of companies have no women on their management (supervisory) board. Moreover, only a small percentage of companies comply with the principles related to gender diversity. Qualifications, experience and education are pointed out as the most important criteria for decision-making on board appointments, with only 2% of companies applying gender as an additional criterion. The study suggests that larger companies are more likely to implement diversity policies.

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.

To investigate the impact of board characteristics (board gender diversity, board chair age, board subcommittees, board meetings, board skill, board size and board independence) on corporate social responsibility disclosures (CSRD) of state-owned enterprises (SOEs) in Kenya during the period 2015–2018.

The study employed fixed-effects balanced panel data to examine the impact of board characteristics on CSRD. The analysis is repeated using two regression estimators (robust least square and random effects) and the four CSRD subcomponents to evaluate the robustness of the main analysis.

The results established that board gender diversity, board chair age and board subcommittees had significant negative effects on CSRD. The impact of the remaining board characteristics was found to be insignificant.

The study was limited to the disclosures included in the annual reports, which means that information disclosed in other media, like websites, was not considered. The second limitation concerns mediating and moderator variables that were not considered.

There is a need for a stricter corporate governance implementation mechanism, as opposed to the “comply or explain” principle, since results suggest that most of the board characteristics do not appear to be impactful. Additionally, the low level of reported CSRD calls for the establishment of Corporate Social Responsibility or related committees.

The evidence suggests that SOEs are reluctant to report on issues such as ethics, health and safety initiatives, environment and social investments.

The paper extends the literature on the impact of board characteristics on CSRD in unlisted non-commercial SOEs in a developing country context.