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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.

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this study aims to examine Japanese IR managers’ perceptions of the influence of foreign shareholders on Japan’s corporate governance reform and stakeholder-based system. The paper examines tensions, conflicts and collaborations among different stakeholders involved in corporate governance changes in Japan, especially in the areas of firm ownership, employment relations and boards of directors. The paper explains why convergence does not happen in some large Japanese companies by investigating Japanese managers’ responses to and perceptions of foreign shareholders in multiple corporate contexts.

The author conducted in-depth interviews with ten IR managers at large, listed Japanese companies in Kyoto and Tokyo and two managers at foreign investment banks in Tokyo, between 2018 and 2021.

This paper explores five themes that emerged from my interviews: Chief executive officers’ (CEOs’) mixed perceptions of foreign investors, the effectiveness of CEO compensation and outside directors, managers’ reluctance to accept stock price-driven business strategies, foreign investors’ engagement vs investments in index funds and gender patterns, including the effectiveness of token female outside directors. The Japanese companies the author looked at incorporated foreign shareholders as consultants and adopted a few major shareholder-based customs, such as CEOs communicating with investors, having outside directors, increasing CEO compensation and slimming down unprofitable parts of the business via restructuring and downsizing. Simultaneously, they resisted a few major shareholder-based practices. Foreign shareholders’ pressure revealed tensions and contradictions between the Japanese stakeholder system and shareholder primacy-based customs.

This paper is one of the few qualitative studies that explores Japanese IR managers’ responses to and perceptions of foreign shareholders in corporate governance reform, with a particular focus on ownership, employment relations and board members. This paper provides examples of tension, conflict and cooperation between Japanese managers and foreign investors, as seen through the eyes of Japanese IR managers. Examining changes in Japan’s stakeholder-based system of corporate governance reform enables us to better understand the processes by which, with vigorous pressure from government and foreign shareholders, a non-western country like Japan may adopt shareholder-based customs and how such a change may also lead to institutional changes.

This paper aims to fill the governance literature void by answering the seemingly unanswered vintage questions regarding governance reform effectiveness towards ensuring a firm’s financial reporting transparency (FRT) in an emerging country of Malaysia. It involves an assessment of the specific maintained assumption in its governance code (Code) introduced two decades ago that the Code would improve FRT through the direct channel of governance practices improvement.

The measured FRT as proxied by the firm’s accruals quality is examined across different governance regimes of pre- and post-Code periods. This paper conjectures that the firm’s FRT should improve post-Code period, evidencing reform effectiveness towards ensuring enhanced governance practices.

The results indicate that while governance reform improves governance practices, it did not, however, bring improved FRT of firms. The interaction analysis provides evidence of the Code’s ability to favourably moderate the link between the firm’s FRT and several board attributes, suggesting improvement in governance practices in ensuring the firm’s FRT pursuant to the introduction of a formally written and legally backed governance code.

This paper contributes to the extent of governance and FRT literature in developing economies in at least two specific ways. First, the paper presents evidence on public policy implications towards governance practices and the firms’ FRT. Second, it contributes to the public policy debate concerning governance reform effectiveness from the specific angle of the firms’ FRT, thereby confirming the potential conditions upon which the “maintained assumption” would be valid.

This research contributes to the extent of governance and FRT literature in emerging economies by studying the dynamic roles of governance in influencing firms’ FRT across governance regime change, something which governance literature repertoire seems to neglect. It also contributes to the public policy debate concerning governance reform effectiveness from the specific angle of the firm’s FRT by evidencing the strategic role of governance reform in influencing the financial reporting behaviour of Malaysian listed firms.

The article considers the utility of a pluralist perspective in the context of current debates around UK corporate governance reform. Oxford School pluralism advanced both a description of how industrial relations (IR) operated in practice plus a prescription for how it should operate. Whilst economic conditions are different today, a pluralist framing provides not only a useful way of understanding interests in firm governance (description) but also a solid grounding for a pragmatic reform agenda (prescription).

Drawing from key texts in the field, the article considers core concepts within pluralist discourse and discusses their relevance to contemporary policy debates.

The article provides a short outline of recent economic and political developments and considers how a pluralist framing helps explain firm-level interests, challenging the dominant narrative of shareholder primacy. It then asks what policy interventions might flow from this analysis of capital and labour investments, and how feasible they are in the current UK context. This allows a discussion of levels of analysis (evident in materialist theories such as “radical pluralism” and the “disconnected capitalism thesis”). Finally, it reflects briefly on the links between corporate governance and wider patterns of inequality, suggesting the pluralist position is consistent with a Durkheimian sociology focusing on the potential in state-led regulatory interventions to tackle anomie and strengthen social solidarity.

The article brings together literature from what are often treated as relatively discrete areas of enquiry (employment relations and corporate governance) and also considers the public policy implications of these connections.

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.

Independent directors (IDs) in India are required to qualify for the online proficiency self-assessment test to acquire or retain their position on the corporate boards. The purpose of this paper was to examine the perceived positive and negative aspects of the new mandate for the overall quality of corporate boards in India.

This study used a qualitative methodology and applied the interpretative phenomenological analysis approach. Data was collected from board members using semi-structured interviews.

This study revealed the positive and negative perceived aspects of the mandatory policy prescription of proficiency test for IDs. It was found that the participants emphasized training and mentoring programs for the IDs.

Drawing upon the actual board experiences of the participants, this study has the potential to assist policymakers in making regulations that are more effective in enhancing the quality of corporate boards. The example of action taken as well as the criticism or positive aspects pointed out can generate interest in other legislators.

The concept of proficiency test for IDs is unique to India. A review of literature did not reveal the existence of any regulatory provisions for a mandatory uniform test for examining the proficiency of IDs, in any corporate law jurisdiction apart from India.

The study examines the effects of corporate governance and countrywide institutions and risk factors on corporate liquidity.

Using firm-level data, the authors analyze the effect of corporate governance and various economic, regulatory and social institutions on the liquidity of firms operating in the Middle East and North Africa (MENA) region. The authors use fixed-effects, firm-specific and country-level controls, disaggregated analysis, sensitivity and endogeneity analysis to test the robustness of the estimates.

The corporate governance characteristics of firms influence in diverse ways their liquidity decisions. The independence and diversity of the board and institutional ownership are especially strong predictors. The effect also depends on the size of the firm and the degree of economic development and exhibits time sensitivity and nonlinearity. Enforcement institutions and risk factors play a strong role.

The analysis contributes to the literature by using a large sample of countries and firms over a larger period, distinguishing between poorer and richer countries and using sensitivity and endogeneity analysis. The analysis considers explicitly the role of regulatory and enforcement conditions, social structures and religious beliefs.

This paper aims to examine the impact of the corporate lifecycle on the corporate governance practices of firms in the Republic of Korea.

The authors use five corporate lifecycle measures and corporate governance scores from Black et al. (2012) to estimate governance-prediction models inclusive of corporate lifecycles measures for a sample of 497 Republic of Korea firms over the 1998–2004 period.

The authors find little evidence which points to a corporate governance lifecycle for firms in the Republic of Korea. The findings suggest that factors other than firm lifecycle best explain the corporate governance practices of firms in Korea.

Using a battery of lifecycle measures and corporate governance indexes and subindexes, the authors believe this paper represents the most rigorous study yet to study the corporate governance lifecycle in an emerging market economy, namely, the Republic of Korea.

This paper aims to investigate the role of corporate governance on the bank profitability of Indian banks vis-à-vis South Asian Association for Regional Cooperation (SAARC) nations.

For the Corporate Governance Index, the authors examined board accountability, transparency and disclosure and audit committee, while Tobin’s Q, return on equity and return on assets are used to measure the bank’s profitability. The study used a two-stage analysis based on balanced panel data for robust findings. Sample of this study consists of 60 commercial banks from India and 60 banks from SAARC nations for the period of 2009–2021. This study used panel regression and a generalized method of moment approach using the CAMELS framework on banking industry-specific variables to determine their respective impacts.

The findings of this study suggest that board accountability is positive and significantly affects the profitability of banks as indicated by return on assets, return on equity and Tobin’s Q. In contrast, the audit committee has a positive and insignificant impact on return on assets, return on equity and Tobin’s Q, while transparency and disclosure have a negative and significant impact on these metrics. Furthermore, the country dummy result shows a significant positive impact on all the bank performance parameters, implying that Indian banks have the highest degree of convergence with corporate governance as compared to other SAARC nations.

This study provides insight to the regulators, policymakers and financial institutions to evaluate the role of corporate governance in emerging economies. However, the findings of the study should be interpreted with caution, as the results are sensitive to the disparity between India and other SAARC nations' government policies, climatic circumstances and cultural or religious traditions.

To the best of the authors’ knowledge, this is the first attempt to gauge the performance of Indian banks vis-à-vis SAARC nations using the CAMELS framework approach. Further, findings of this study suggest some novel evidence tying corporate governance quality with the profitability of banks among SAARC nations.