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This paper seeks to challenge a tacit, but nevertheless prevalent, notion that a robust corporate governance framework will, as a matter of course, engender good corporate social responsibility and, thereby, ‘ethical’ decision-making. It does so by drawing, in the first instance, on an example of apparent good corporate social responsibility and exposing the possibly unethical dimensions of the incident. The paper suggests that corporate governance always has a subjective ethical dimension and that such regimes are best understood as ‘regimes of practice’ – actions, actors and discourses – that shape and mould both thinking and action. Such regimes, it is posited, can best be explored by looking at actual instances or events of significance and analysing these. The paper then offers the example of international pharmaceutical companies’ HIV/AIDS drugs pricing policies, especially in South Africa, as such a critical incident and interrogates it using the ‘analytics’ approach outlined by Dean (1999). The principal aims of the paper are to demonstrate that corporate social responsibility and corporate governance regimes are not neutral processes but aspects of ‘governmentality’ and to offer a technique, analytics, by which such processes can be explicated.

The principles, regulations and directives associated with corporate governance constitute a view of the role, responsibilities and obligations of corporations within a given society. Identifying the ethics of a specific corporate governance regime entails making explicit the moral responsibilities and obligations of corporations in society as well as the ethical values associated with these responsibilities and obligations. In order to make meaningful global comparisons between the ethics of corporate governance regimes, a number of vital distinctions need to be made. The purpose of this paper is to introduce and discuss three such distinctions.

Conceptual clarifications and distinctions are considered with regard to three pairs of related concepts: the ethics of governance and the governance of ethics; external and internal corporate governance; and shareholder and stakeholder orientations in corporate governance.

The conceptual distinctions that have been considered are vital for making useful comparisons between the ethics of different corporate governance regimes around the world. Neglecting these conceptual distinctions can lead to misunderstanding and confusion in the global discourse on the ethics of corporate governance.

The paper provides a theoretical framework for comparing four regional perspectives on the ethics of governance, namely from Africa, Asia, Continental Europe and North America. It also provides a framework for any other global comparative study on the ethics of corporate governance.

The paper provides a conceptual framework for making global comparisons with regard to the ethical underpinnings of corporate governance regimes. It thus assists in creating a framework for a global discourse on the ethics of corporate governance.

As literatures argue that managers’ personalities will affect both corporate governance structures and corporate performance, the correlation between them is a mixed result. The purpose of this paper is to separate different routes leading to the mixed correlation, and name the separated routes as regime effect and signal effect.

By theoretical analysis, the authors list three routes leading to the correlation between corporate governance and corporate performance. Routes 1 and 2 show that governance can directly and indirectly change the performance; while route 3 shows that both the governance and performance are results of managers’ personalities, and the governance has no influence onto the performance, which means the correlation led by route 3 is fake. By design a new econometric methodology, this paper separates the mixed correlation between corporate governance and performance, and names the correlation led by routes 1 and 2 as the regime effect and the correlation led by route 3 as signal effect.

By an empirical research on Chinese listed corporates, the authors find that the correlations between Chinese listed corporates’ market value and main corporate governance factors can be separated into regime effects and signal effects; and the authors also find that some factors (Share of Institutional Investors, Share of Real Controller and the Squared, Dummy of Identical CEO and Chairman, Ownership Concentration) only show regime effects, some factors (Separating Extent of Ownership and Controlling Right, Dummy of Provincial State-Owned Firms) only show signal effects, and some factors (Dummy of Republic State-Owned Firms, Scale of Board) show both. What’s more, the authors find out an interesting result that the state-owning has no negative regime effect on China SOEs’ performance but very significantly negative signal effect; in this paper, the authors suggest that this means the key negative factors of Chinese SOEs is not state-owning ownership structure but the managers’ corruption.

As only the factors with regime effects can directly and indirectly affect corporates’ performance and the factors with signal effects show that there’re some managers’ personalities affecting both the governance and performance, the separation method in this paper can help shareholders knowing which governance factors will be helpful to improve the performance and which others will show managers’ hard-working or corruption intention.

Separate the regime effect and the signal effect from the correlation between corporate governance and performance.

There is lack of research on key governance issues (KGIs) to expedite the sustainability of corporate governance reforms in the Indian context. The purpose of this paper is to formulate a list of KGIs that would help in sustainability enhancement of corporate governance regime in India vis-à-vis other global counterparts.

First, governance issues have been identified after a thorough literature review and after taking opinion and suggestions of experts. Second, data have been collected through the questionnaire survey. Lastly, a model based on fuzzy set theory has been designed to identify the KGIs for the sustainability enhancement of corporate governance regime in the Indian context.

Five KGIs have been identified in this study based on fuzzy set theory, namely, ownership structure of the companies, code of best practices of corporate governance, regulatory framework including monitoring institutions of the country, untrue independence of independent directors in decision-making and judiciary system of the country.

The KGIs identified for the Indian economy in this study can be a useful reference for the regulators and policymakers to fill the present quality gap and devise measures to curb noncompliance and or implementation of laws on the ground level.

The KGIs identified for the Indian economy in this study can be a useful reference for the regulators and policymakers to fill the present quality gap and devise measures to curb noncompliance and/or implementation of laws on the ground level.

The novelty of this study stems from the fact that very few studies have assessed the perception of stakeholder’s about the current corporate regime in India. No study has identified KGIs.

A high quality of corporate governance practices is important for a sustainable development of an economy. The purpose of this paper is to analyze the convergence and adaption of corporate governance practices in emerging markets. It shows how Brazil, Russia, India, and China (BRIC) firms apply international standards of good corporate governance and which factors affect the quality of corporate governance practices in BRIC countries.

The authors use country and firm-level data from the BRIC countries and apply statistical models to identify the convergence of corporate governance practices. In all, 135 largest firms from Brazil, Russia, China, and India are analyzed.

The study shows that firms from BRIC countries adapt to international best practices in corporate governance beyond the official requirements by national corporate governance codes. International institutions positively influence BRIC firms to apply international standards of good corporate governance. National corporate governance regimes (Anglo-American, Continental-European, and mixed systems) follow path dependencies and lead to differences in corporate governance practices among firms in different regimes.

Only a small number of 13 corporate governance best practices and a small number of countries have been selected and coded for this analysis. The presented results have to be interpreted with some caution.

The study concludes with practical and specific insights for investors, managers, and policy makers on the importance of national government regimes and international institutions on corporate governance practices. Investors in BRIC need to better understand the contrasting governance environments in emerging markets, and their effects on corporate governance practices in each country. The findings suggest that corporate governance should be studied by considering multilevel antecedents on a country-, industry-, and firm-level.

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 paper is to investigate the association between corporate governance mechanisms and quality of forward-looking information in the Chinese stock market which presents a mandatory disclosure environment for forward-looking information.

Using sales forecasts to proxy forward-looking information and using precision and accuracy to measure the quality of information disclosure, the authors investigate the impact of corporate governance attributes on the precision and accuracy of sales forecasts made by listed Chinese firms in their 2010 annual reports, using logistics and ordinary least squares regressions.

The authors find good corporate governance has a positive and significant impact on the precision choice of sales forecasts disclosure. Firms with good corporate governance are more likely to disclose more precise sales forecasts than providing qualitative discussions on firms’ sales trend. In addition, good corporate governed firms are found more likely to provide precise non-financial information. The authors also find that good corporate governance is positively associated with making more conservative sales forecasts disclosure. However, the authors find no significant relationship between good corporate governance and smaller forecast error.

The study makes significant contributions to corporate disclosure literature. The authors investigate the determinants of the quality of forward-looking information in a mandatory disclosure regime while most forward-looking information disclosure literature have been conducted in a voluntary-based disclosure environment. The authors examine whether in a mandatory disclosure regime, corporate governance mechanisms can play a positive role in precision choices and accuracy of forward-looking information. Further, the study is the first to examine corporate governance and the quality of non-financial forward-looking information (sales target and production goal). The research findings therefore extend forward-looking information disclosure research from financial information to non-financial information.

The empirical findings will provide regulators with evidence on the quality of forward-looking information in a mandatory disclosure regime and the influence of corporate governance on forward-looking disclosure. The properties of forward-looking information disclosure in China should be of interest to policy makers, investors and financial analysts in other international jurisdictions.

The study investigates forward-looking information in a mandatory disclosure regime while most extant forward-looking information studies have been conducted in a voluntary disclosure environment. The study is the first to examine the quality of non-financial forward-looking information such as operational goals and plans, and to investigate the association between the quality of non-financial forward-looking information and corporate governance mechanisms. The research findings extend forward-looking information disclosure research from quantitative financial information to quantitative non-financial information.

Whitehead's notion that if you say something for long enough, it will be believed, aptly describes the development of the latest corporate governance regimes. Curbing managerial opportunism is the current focus, but the regimes contain only more of what has failed in the past. Inexplicably, at a time when reformers are declaring their allegiance to principles over rules, long-standing principles are being by-passed and more rules imposed. Whereas much of what the rules address is contestable, the frequency with which it is proclaimed has been seductive – it is being accepted as if it were true, not by virtue of either convincing evidence or argument, but through the power of repetition. Stock options in executives remuneration packages are to be expensed, not because they satisfy expensing criteria, but because of the penetration of the mantra that they are expenses; independence is being accepted as the consequence of not being in particular relationships, not because that will change one's state of mind, so much as it will appear likely to have done so; and impairment calculations are being declared superior to conventional amortization techniques, not because of any demonstration that they better indicate the decrease in the market price of a physical asset, but because of the repetition of the impairment litany. Corporate governance is being perceived as a set of processes, rules to be complied with, rather than the desired outcome of them – that is, the authority exercised with probity and unquestionable integrity over corporations’ affairs, for the public good. There is a less than clear explanation of whether or how the separate governance processes mesh with one another. The governance miasma confuses rather than clarifies corporate activity. Underpinnings of the mechanisms in the governance regimes have achieved a false status of concreteness. Contrary to the universal indoctrination, the case is stronger for fewer, rather than more, governance rules.

The purpose of this paper is to offer a political perspective on modifications in corporate governance regulation. In the wake of the financial crisis, the investment rationale of institutional investors is being pushed away from a focus on financial market liquidity and short-term trading. From a political perspective, this modification entails consideration both of investment horizon and of the definition of corporate value.

The paper narrates the historical policy debate on institutional investors as corporate governors. Building on this point, a conceptual framework is developed to further the understanding of the current shifts in policy debate of institutional investors as governors.

The authors find a strong policy impetus to move away from certain liberal market assumptions of efficient financial markets and the positive effects of privatization, toward viewing markets as institutionally embedded. Based on their knowledge of corporate governance regimes’ political economy, the authors argue that this shift brings intensified engagement of institutional investors in corporate affairs. The reasons for why and how this might be politically contested are specified. In conclusion, propositions regarding the outcome of such contestation in different national corporate governance regimes are offered.

Pointing to the predominantly European stakeholder value versus shareholder value discussion, the authors claim that the corporate governance policy debate related to intensified engagement of institutional investors in corporate affairs is still in its infancy. Their political perspective, including propositions for further elaboration, offers a contribution to further academic debate.

The purpose of this paper is to discuss how the failed finance companies in Sri Lanka used fair value accounting practices as an opportunistic earnings management practice to launder money under weak corporate governance structures.

This paper uses a qualitative design under the philosophy of interpretivism. The case study research strategy is used inductively to investigate how fair value accounting had been used for money laundering.

The dishonest intention of major shareholders and board of directors had forced failed companies to misuse fair value accounting to manipulate performance and use them for personal benefits which were detrimental to the depositors and stability of the companies. The weak corporate governance structures which were developed because of regulatory forbearance were influential for manipulations. The concentrated ownership had reduced agency conflicts between shareholders and managers because major shareholders were the members of the board of directors. The appointed committees were not effective because of an inadequate number of independent directors with sufficient expertise. The reduced agency conflict between shareholders and managers has exaggerated the agency conflict with depositors. Therefore, it is recommended to dilute ownership concentration to establish good corporate governance structures and make stable institutions.

This study does not discuss the dishonest fair value accounting practices of all licensed finance companies because of the sensitivity of the matter for surviving companies.

This paper is an original work of the authors which discusses how fair value accounting practices had been used to launder money in failed finance companies in Sri Lanka as an emerging market context.