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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 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.

Purpose – The objective of this paper is to examine how state-owned entities (SOEs) engage with the requirements of the corporate governance code in an African developing economy (Mauritius).

Approach – A content analysis of the annual reports of SOEs and National Audit Office (NAO) reports is undertaken. This is supplemented by semi-structured interviews with relevant directors and regulatory bodies.

Findings – We report a substantial non-implementation of the code and identify several impediments to the transposing of the corporate governance model to the state-owned entities. The salient issues relate to the inadequate definition of SOEs in the code, the different conceptualisations of ownership and accountability, the influence of political rivalries and the low level of financial accountability in SOEs. We also consider our findings in relation to the theoretical perspectives of ‘efficiency gains’ and ‘social legitimation’.

Originality/value – Very few studies have looked into the applicability of codes of corporate governance in SOEs. In spite of the prominence of SOEs in many African developing countries, empirical evidence on corporate governance implementation in such entities has been scant.

Recommendations/implications – The findings are of relevance to policy-makers and regulators who seek to rely on mainstream corporate governance principles and practices to enhance the accountability and transparency of SOEs. Key enabling conditions for corporate governance implementation involve a depoliticisation of board appointments and a redefinition of the accountability relationships between SOEs and their ultimate owner (i.e. elected representatives and taxpayers).

Companies face a wide number of risks and need to have in place appropriate measures and techniques to be able to identify, manage, and monitor risks. Risk management is a fundamental responsibility of the corporate governance structure of an organization; it means managing all risks on a holistic basis, all together rather than just one, through an appropriate and systematic process. This chapter provides an overview of enterprise risk management in the United Kingdom. It presents key information on the economic system of the United Kingdom, emphasizing the role of small and medium enterprises, and presents country macroeconomic highlights. It provides a summary of regulation, practices, and authorities; it presents the key milestones of the regulation on corporate governance and reporting in the United Kingdom, and stresses the importance of corporate governance mechanism in companies' enterprise risk management practices. Further, it discusses the importance of transparency and disclosure in the context of enterprise risk management, specifically the relevance of risk management and internal control related disclosure in the annual reports and accounts. Finally, it reviews the growing academic research on enterprise risk management and previous studies on risk disclosure practices in companies' reports.

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.

In the Netherlands, the ‘Tabaksblat Code’ (the Dutch corporate governance code of December) was a semi-private regulation instigated by the Dutch government, the stock exchange and industry associations to restore trust in the public equity markets. The aim was ‘to put the relationship between listed companies and providers of capital under the microscope’ in order to establish a new balance with a larger role for the shareholders (Tabaksblat, 2003, p. 59).

One of the main issues which has been of concern to corporate managers, both before the crisis and much more so during it, is that of corporate governance (Aras, 2008). Indeed for the last 25 years corporate governance has attracted a great deal of attention. Early impetus was provided by Anglo-American codes of good corporate governance.¹ Stimulated by institutional investors, other countries in the developed as well as the emerging markets have established a code normally based on these established codes for their own companies. Supra-national authorities like the OECD and the World Bank did not remain passive and developed their own set of standard principles and recommendations. This type of self-regulation was chosen above a set of legal standards (Van den Berghe, 2001) and, after some big corporate scandals, corporate governance has become central to most companies. It is understandable that investors' protection has become a much more important issue for all financial markets after a number of very visible and significant failures and scandals. Investors are demanding that companies implement rigorous corporate governance principles to achieve better returns on their investment and to reduce agency costs. Most of the times investors are ready to pay more for companies to have good governance standards. Similarly a company's corporate governance report is one of the main tools for investor' decisions. Because of these reason companies can not ignore the pressure for good governance from shareholders, potential investors and other markets actors.

Purpose – This paper seeks to contribute to the debate on the role of corporate governance in developing, emerging and transition economies by focusing on the nature and practice of corporate governance in listed companies in Nigeria – a country which has experienced both economic growth and political turbulence over the past three decades and which too has experienced significant corporate failures in particular in the banking and insurance sectors. It does this against a contextual background which discusses issues of ethnicity, gender and power relationships and their relevance to governance in Nigeria.

Methodology – Archival and documentary analysis supported and underpinned by semi-structured interviews with 20 stakeholders in governance processes in Nigeria.

Findings – The analysis of the interviews highlighted the general support of the interviewees for corporate governance procedures and practices in Nigeria to continue to develop in line with those in more developed economies. However, concerns were expressed as to the inadequacies of aspects of the Nigerian governance regulatory infrastructure, in particular in relation to mechanisms for implementation and enforcement within a framework where there was limited confidence that either voluntary adherence to codes of good practice or market-driven regulation and control would be effective.

Contrary to the researchers’ expectations, the majority of the interviewees articulated the perspective that ethnicity, gender and power relationships were not of significance in the determination of the actuality of practice. However, a minority did identify these considerations to be of key importance, albeit frequently not overtly acknowledged or portrayed as such by parties associated with governance practices.

Research limitation(s) – The interviewees were drawn from a cross section of stakeholders from the business, government, regulatory and academic environment in Nigeria but the exigencies of conducting interview research in Nigeria and the difficulties of obtaining agreement from, and access to, interviewees meant that the potential for self-selection bias has to be considered when evaluating the study findings.

Practical Implication(s) – The research paper provides a platform for policy formulation on corporate governance in Nigeria.

Originality and value of paper – The paper builds on a number of previous studies of governance in Nigeria (for example, Oyejide & Soyibo, 2001; Yakasai, 2001; Ahunwan, 2002; Okike, 2007) in particular by means of the use of semi-structured interviews to provide a rich field of insight into the actuality of practice.

True to form, it is no surprise that ‘public interest entity’ (which, by EC requirement, must include all listed companies but other entities only at the discretion of individual member states) has been defined in the United Kingdom in the minimal permissible way – it excludes large privately held companies, mutuals, large professional partnerships and so on – about all of which the public has a real interest – as the current financial crisis has clearly shown. Think, for instance, of the need to widen choice in the audit market.