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The purpose of this paper is to analyse the reasons for non‐compliance by Polish listed companies with elements of the Polish code of corporate governance Best Practices in Public Companies 2005.

Based on 250 publicly available compliance statements filed in 2005 by companies listed on the Warsaw Stock Exchange (WSE) content analysis is used to classify the explanations provided for non‐compliance with those corporate governance principles that attract high levels of non‐compliance.

The data analysis reveals that, despite a high level of overall compliance, three out of 50 code principles attract high levels of non‐compliance. These principles concern the independence of supervisory board members, the composition of supervisory board committees and the appointment of auditors. The most contentious principle concerns the independence of supervisory board members, due to the presence of many majority‐owned companies on the Warsaw Stock Exchange.

The paper sheds light on the operation of the “comply or explain” approach to corporate governance in Poland and provides suggestions for improving the level and quality of compliance with the revised corporate governance code Best Practices for WSE Listed Companies, applicable from 2008 onwards.

The paper provides an empirical investigation of the reasons given by Polish companies for non‐compliance with the most controversial corporate governance principles. It highlights a tendency for some companies to report compliance that is conditional, suggesting that reported compliance under‐represents the true level of compliance. We suggest that establishing a monitoring committee tasked with evaluating the quality of explanations for non‐compliance and reducing ambiguities in the wording of code principles will improve the quality of Polish corporate governance in the long term.

The objective of this chapter is to analyse the impact of France’s ‘Grenelle 2’ law of 2010, which applies to environmental accounting disclosures (EADs). More specifically, it seeks to observe whether the ‘Anglo-Saxon’ ‘comply or explain’ model, transposed into the French regulatory framework, influences the disclosure strategies of firms that are listed on a regulated market.

Drawing on the theoretical framework of legitimacy and the concept of normativity, an empirical study is conducted on a sample of 96 French firms listed on the SBF index between 2009 and 2014. The effect of regulation is assessed by a content analysis of EAD in annual reports, examining changes in disclosure practices and the contents of disclosures.

The main results show that explanations for the absence of EAD showed a significant increase after the introduction of the law. We also observe that the new rules had no effect on the number of firms making EADs, although the quality of the disclosures declined. Finally, the results also concern practices of non-disclosure without any accompanying explanation.

The limitations of this study relate to the choices underlying the classifications and observations made during the content analysis.

This study has social relevance in that it supplies information for assessing the transposition of European directives into French law.

This study extends research concerning environmental disclosures by examining a recent accounting object. It also continues the debate on normativity, with its analysis of disclosures subject to a changing regulatory framework.

This paper aims to investigate the possible trade-off between accountability and enterprise in the context of comply or explain governance. The issue was addressed through examining the effect of compliance with the corporate governance code (CGC) on corporate entrepreneurship (CE) and organisational performance.

Based on cross-sectional survey and content analysis of annual reports, the level of CE and compliance with the CGC were measured in the large and medium-listed companies in the UK during 2010. Partial least squares structural equation modelling (PLS-SEM) was used for data analysis.

The results suggest no conflict between compliance with the CGC and CE in the UK, which can be attributed to the flexibility of the “comply or explain” approach. This implies that no trade-off between accountability and enterprise in the context of comply or explain governance.

The study provides evidence in support of the regulatory governance framework in the UK and the comply or explain approach at large. This evidence contributes to the debate on the rules-based or principles-based governance, which may affect future CG regulations. It can also guide the directors to achieve the balance between their conformance and performance roles.

The study bridges the gap between CG and CE disciplines through developing a theoretical model that integrate contingency and agency theories lenses. Adopting a holistic approach provides insights into the relationships between CG and CE, rather than investigating the effect of each of these practices separately on organisational performance.

The purpose of this paper is to investigate the extent to which a sample of large UK companies comply with the main provisions of the revised 2003 Combined Code on corporate governance. The new Code incorporates a number of key principles of compliance with regard to the roles of a company's chairperson and chief executive, the composition of its Board of Directors and the composition of the Board's three main committees – the Nominations, Remuneration and Audit Committees. Companies are expected to fully comply with the provisions of the Code or proffer an “acceptable” explanation as to why they have not done so under the Code's “comply or explain” philosophy. The Code gives greater prominence to the role of non‐executive directors in a company's corporate governance structures and decision‐making processes and emphasizes the importance of non‐executive directors being “independent”.

The paper looks at the extent of compliance in respect of the governance provisions referred to above presenting a survey of 50 large UK companies reporting in 2005 drawn (at random) from the FTSE‐250 listing.

A total of 17 companies fully complied throughout their reporting year. Twenty‐two companies took action to comply or proffered “acceptable” explanations as to why not during their reporting year. Eleven companies, however, remained in breach of the Code on one or more counts.

The paper discusses some of the issues which have arisen concerning the effectiveness of non‐executive directors and addresses the controversial matter of what constitutes “independency”.

This is one of the first papers to present an empirical study of the initial impact of the new Code.

The purpose of this paper is to investigate two research questions. Is internal control system (ICS) disclosure, as a monitoring mechanism, associated with the characteristics of the board of directors, particularly the audit committee as the main board committee devoted to the effectiveness of ICS? Does the regulatory environment, particularly the regulation on ICS disclosure as an external governance/monitoring mechanism play a role in shaping the relationship between board monitoring and ICS disclosure and, if so, how?

The authors study the ICS disclosure of 149 companies listed in four European financial markets (London, Paris, Frankfurt and Milan), each with its own regulations about ICS disclosure, during a six-year period (2003-2008).

The findings support an inverse association between the extent of ICS disclosure and the proxies for board monitoring. The authors also find a statistically significant negative relationship between board monitoring and substantial ICS disclosure but no relationship between board monitoring and formal ICS disclosure. The evidence also shows that the regulatory environment moderates the relationship between board monitoring and ICS disclosure by introducing trade-offs among monitoring mechanisms.

An important caveat of the research is that it does not explore if and how investors use ICS disclosure to evaluate the firm.

The authors propose a framework for the analysis of ICS disclosure that overcomes limitations of previous literature that has neglected the importance of the content beyond the extent of ICS disclosure. Through this framework researchers, practitioners and standard setters are able to separate merely descriptive, formal un-useful disclosure (boilerplate information) on the composing elements of the ICS from substantial disclosure regarding the functioning of the ICS (monitoring function).

The authors also provide evidence that the relationship between board monitoring and ICS disclosure varies with the content of the information communicated, thus offering guidance for future research not to focus on measuring the extent or quantity of disclosure but on the variety and complexity of the information communicated.

The global financial crisis of 2007-2008 prompted a significant debate on corporate governance and shareholder empowerment. A question arises as to whether shareholders ought to be further empowered to have a greater influence over the companies’ activities. Yet, it is not self-evident that shareholder empowerment ensures better-run companies’ corporate activities. Thus, the purpose of this paper is to critically examine, identify and explain the corporate regulation forms and control collectively to evaluate the effectiveness of shareholder empowerment fully.

To do so, this paper sets out a comparative analysis approach between two jurisdictions, the UK and Delaware in the USA. The paper further addresses by undertaking three case studies; Barclays Plc which illustrated the Comply or Explain role, AVIVA (2012) that concentrated on the impact of the shareholder revolt, and the case of Hills Stores Co. v. Bozic (2000), which involved a claim brought by shareholders on the grounds of a breach of fiduciary duty.

This paper argues that the shareholder empowerment theoretically provides an effective means through which corporate activities can be regulated. However, to do this, account must be taken that a distinction should be made between long-term and short-term investors to encourage shareholder engagement by responsible long-term investors. Furthermore, the shareholders can exercise their powers effectively and influence the Board’s decision to award executive compensation.

This paper offered two distinct contributions: assessing whether in times of crisis shareholder empowerment represents a way to regulate corporate activities and by assessing the distinction between the perception of shareholder empowerment and the reality in practice.

Purpose of this paper – This study investigates compliance with the corporate governance code in an African developing economy (Mauritius).

Methodology/approach – We examine the annual reports of 41 listed companies to assess the extent of compliance with the code and to analyze the wording of compliance statements. We also carry out in-depth semi-structured interviews with selected company directors to understand the reasons for compliance (or non-compliance).

Findings – Initial findings indicate a reasonable level of compliance with the more visible requirements of the code but noteworthy non-compliance also emerges, particularly in relation to the low number of company boards being chaired by independent directors, to uncertainties on the actual operation of board committees, and to the widespread non-disclosure of directors’ remuneration. Furthermore, compliance statements were found to be vague, ambiguous, or even inconsistent with the extent of compliance disclosed in the reports. We believe these are indications that many of the companies are adhering selectively with the code to project an image of symbolic compliance. Our in-depth follow-up interviews with directors largely confirm this behaviour of selective compliance.

Research implications – We suggest that the pursuit of legitimacy as an operational resource – rather than efficiency-led rationales – emerges as a potential theoretical explanation for the adoption of the corporate governance code in Mauritius.

Originality /value of paper – We bring evidence on how the corporate governance code is being understood and rationalized in a developing economy. We rely on a combination of annual report disclosures, compliance statements, and interview data to investigate corporate governance compliance.

This paper aims to delve into the progress in governance application regimes over the years.

This paper was conceptual/analytical in nature and based on research of King Reports and other desktop research.

Distinctive developments in the narrative and practice of governance in the King Reports were found.

A unique reporting of the development in governance praxis through the King Reports is provided.

The European Commission (EC) is currently examining methods to increase the effectiveness of corporate governance disclosures. This paper aims to examine whether the credit rating agencies (CRAs), both on account of their influence within the marketplace and also their methodological approach to rating Governance, may have a greater role to play in the EC achieving those particular objectives.

This paper is based upon a normative methodology, upon which the issue is contextualised and a proposal is put forward regarding a methodological alteration that can be instituted by the CRAs.

The paper finds that the CRAs may have a much greater role to play in meeting the objectives of the EC. Whilst the EC is focusing upon regulatory monitoring, the paper finds that there is a potential for a more efficient model within which the CRAs adapt their methodologies to include corporate governance disclosure into their rating processes.

In presenting the idea that the comply or explain principles put forward by the EC are proving to be somewhat ineffective, the paper contributes to the field by suggesting there are private endeavours which may add a sense of impact to disclosure proceedings, rather than the purely public regime being envisioned.

The purpose of this paper is to investigate whether the weaker focus on risk management and internal control within the Belgian corporate governance guidelines is associated with less developed risk management and internal control systems within Belgian companies, when compared to Australian companies.

Theoretical arguments were drawn from institutional theory. Data for the study were collected through a questionnaire that was sent out to chief audit executives in Australia and Belgium.

The paper finds that the weaker focus of the Belgian corporate governance guidelines on risk management and internal control is associated with less developed risk management and internal control systems in Belgian companies than in Australian companies.

The paper contributes to the literature on corporate governance, as it suggests that the specific content of corporate governance guidelines is an important variable to take into account. This paper also confirms that institutional theory is a relevant framework to study on the one hand, corporate governance practices in a “comply or explain” context, and on the other hand, corporate governance practices within unlisted companies.