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This chapter analyses recent reforms of the derivative claim in the UK as implemented by the Companies Act 2006. Recent reforms and modernisation of company law is part of a drive to facilitate enterprise and enhance the attractiveness of the UK as a location in which to do business. The reforms of derivative claims are, naturally, part of this wider drive. The chapter focuses on those areas that are particularly relevant to the question of whether the new legal framework relating to derivative claims is likely to promote these goals.

As there is inclusive evidence on relationship between board characteristics and firm performance in the Thai context, and mixed findings of this relationship are usually reported from previous studies, this study tries to clarify a reason for the mixed finding by determining the impact of board structures on different quantile levels of firm performance. Building on extant literature and using a developed econometric technique, the Quantile Analysis, on a sample of 446 listed firms in Thailand for a 15-year period ranging from 2000 to 2014, empirical evidence is provided which is consistent with prior studies that some characteristics of the board as the core mechanisms of corporate governance, i.e., board independence, board size, board meeting frequency, and dual role leadership on board, have significant influence on performance of Thai firms. In particular, when considering different quantile levels of firm performance, board structures are found to have different effects across quantile of performance distribution. Board independence and dual role leadership on board are found to have a significant influence on only moderate-performing firms, while board size and board meeting frequency are revealed as having significant impact on only firms with high-performance which need more effectiveness of the board in overseeing and supervising decision-making of the executives. Thus, these findings indicate that considering different quantile levels of firm performance for the board structures and performance relationship should be a reason of previous mixed findings. Moreover, the findings should be important information in encouraging better understanding an optimal governance system in Thailand for related stakeholders such as policymakers, corporate firms, and investors.

Even though there is neither case law nor policy negating the concept of the maximisation of shareholders' profits, the ‘schizophrenia’ of the legal conception of the corporation (Allen 1992), and the incertitude that stems from this, justify a new definition of the ‘best interests of the corporation’. Doubt is accentuated by the statutes of American companies, called non-shareholder constituency statutes, which refer to ‘best interests’ in the assessment of corporation director duties. Indeed, nearly half of U.S. states have adopted ‘constituency statutes’ which allow the board of directors to take into account the interests of non-shareholders when making decisions (Mitchell, 1992; Orts, 1992).⁷

This chapter describes how governments and regulators could introduce selective de-regulation based on exempting corporations from existing practices when they amend their constitutions to provide superior outcomes for investors and other stakeholders. An example is presented on how a company efficiently raised new equity through constitutional changes that also allowed the regulator to exempt it from the compliance processes and costs of changing auditors. System science is used to argue that the introduction of self-enforcing co-regulation based on outcomes rather than practices could introduce competition for developing the most efficient and effective regulation by both companies and regulators.

Considering in one side, the differences between the non-profits and profits entities and, in other side, given the importance of governance to monitoring the protection of the interests of the different stakeholders, this literature review aims to identify the special features of the social economy entities and its effects in the principles and guidelines of an adequate governance model for these entities.

An important conclusion after the analysis of several frameworks is that the latest approaches place less importance on formal aspects such as the governing body roles or composition. Nowadays the concerns are increasingly focused in the best ways to adopt viable strategies and business models that will ensure survival and growth of non-profit entities.

In Portugal we identified the specificities of the Portuguese third sector that is limited to the fulfilment of the legally imposed requirements to these organizations. Regarding governance aspects, Portuguese organizations are not subject to codes of good practice or if they follow them, they are designed for the for-profit sector and do not address the main concerns of the non-profit sector.

Many corporations engage in corporate social responsibility (CSR) activities voluntarily, but there is an ongoing debate about whether the government should intervene in CSR, particularly in countries with challenging institutional contexts. While some have argued that CSR should remain a discretionary exercise, as any attempt to make CSR mandatory through any form of state intervention will negate the meaning and objectives of CSR. However, drawing on the institutional theory, this chapter argues for the need to have some form of legislated CSR for banks operating in countries with challenging institutional contexts. The chapter further acknowledges that a universal CSR framework would be difficult to achieve due to differences in institutional contexts between countries; consequently, the nature, scope, and application of CSR legislation would vary significantly amongst countries as CSR is context dependent. Nonetheless, given the crucial role banks plays in society besides acting as the country's payment system, banks also transform illiquid liabilities into liquid assets, therefore making the banks the drivers of national economic developments globally. Governments in developing and emerging markets (DEMs) should ensure that banks' CSR initiatives are not only meaningful but also impactful by implementing a limited legislated CSR framework. This framework would require banks to establish a CSR committee of the board, make mandatory non-financial disclosures on their CSR activities in their Annual Reports, provide mandatory CSR continuous professional development (CPD) training for bankers, and mandate banks to contribute a certain percentage of their yearly profits before tax to agreed CSR initiatives, among other requirements.

The chapter aims to clarify the relationship between corporate governance structure and corporate subscription to Global Compact standards. Part one of the chapter looks at the relationship between different models of board governance and active Global Compact participation by publicly listed companies. Part two of the chapter examines a number of external mechanisms aimed at bringing corporate behavior in line with Global Compact principles, and argues that there is a mutually reinforcing relationship between internal governance structures and external provisions aimed at influencing corporate behavior.

Part one of the chapter uses an independent T-test to compare the average (mean) proportion of publicly listed companies from unitary board countries with an active Global Compact Communication on Progress status with the average proportion of publicly listed companies from two-tier/hybrid corporate governance systems listed as active Global Compact participants. Part two of the chapter uses primary and secondary sources to examine external mechanisms operating across national borders aimed at influencing corporate behavior.

The chapter finds that a higher proportion of public companies from countries with two-tier/hybrid corporate governance structures have become active Global Compact participants compared to public companies from legal systems with unitary board corporate governance structures. Part two of the chapter examines the potentially mutually reinforcing relationship between internal governance structures and external mechanisms for modifying corporate behavior.

While external codes and standards such as the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises appear to be influencing corporate behavior worldwide, quantitative data confirming and recording the extent and nature of this influence (if any) remains limited.

The chapter provides useful insights for policy makers and corporate leaders into the relationship between internal corporate governance structures and external codes, standards and guidelines aimed at influencing corporate behavior.

This chapter provides original insights into whether and how internal governance structures can complement and reinforce social standards regarding global corporate citizenship, and the legal guidelines reflecting those standards.

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.