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Article
Publication date: 17 July 2023

Nurul Jannah Mustafa Khan, Hasani Mohd Ali and Hazlina Shaik Md Noor Alam

The development of successful Sustainable Development Goals realization cannot be divorced from regulations governing sustainability information. Therefore, limited research on…

Abstract

Purpose

The development of successful Sustainable Development Goals realization cannot be divorced from regulations governing sustainability information. Therefore, limited research on the regulatory environment regarding sustainability reporting in the Malaysian context requires further examination to ascertain the current framework. This study aims to critically assess the Malaysian Companies Act 2016 and Malaysian Code on Corporate Governance (MCCG) to examine the regulatory environment regarding the sustainability reporting framework. The examination is done to determine the extent of support provided under the Malaysian regulatory environment for the said practice.

Design/methodology/approach

A doctrinal methodology that relies on the extant literature, statutory instruments and case laws complemented by content analysis is adopted to explore the current regulatory environment regarding sustainability reporting.

Findings

The findings indicate that the Companies Act 2016 has already paved the way for the integration of corporate sustainability through the Business Review Report (BRR). However, the application is voluntary and hence could lead to inconsistent implementation. The MCCG has introduced the integrated reporting practice, but the application is limited to large companies on “apply and report” approach. This practice is voluntary to other types of companies, which diminishes the importance of sustainability reporting and gives rise to doubt about its efficiency in addressing sustainability in the long term. The current framework for sustainability reporting cannot be considered satisfactory, given the significance of sustainable development to the Malaysian economy and society, due to a lack of appropriate legal obligations.

Originality/value

This study is presently amongst the available legal literature on sustainability reporting practice in Malaysia, adding to its originality. This paper hopes to stimulate discussion among academicians on incorporating sustainability principles in the Companies Act 2016 and expanding directors’ duties.

Details

International Journal of Law and Management, vol. 65 no. 6
Type: Research Article
ISSN: 1754-243X

Keywords

Article
Publication date: 28 September 2023

Bhavna Mahadew

The purpose of this study is to provide for critical literature on the legal aspects of corporate governance and their application in Mauritius. The drawbacks of having the…

Abstract

Purpose

The purpose of this study is to provide for critical literature on the legal aspects of corporate governance and their application in Mauritius. The drawbacks of having the principles in the form of a non-binding code are discussed, and a case is made to consider their enshrinement in laws such as the Companies Act 2001 to render them legally enforceable for the good health of companies in Mauritius.

Design/methodology/approach

A doctrinal legal methodology has been adopted to assess the effectiveness of the principles of the 2016 Code of Corporate Governance of Mauritius. Legislations, legal texts, case law and regulations are used to conduct this assessment. In addition, a black-letter approach is taken while discussing the enshrinement of the principles in the Companies Act 2001 of Mauritius. The doctrinal methodology is further supported by a qualitative analysis of the principles of corporate governance based on existing legal literature, which emphasises their relevance and importance.

Findings

The principles of the 2016 Code of Corporate Governance are no doubt a progress over the former 2004 Code in various aspects, aligning the Code with the requirements of the OECD. However, there are still certain loopholes that have been highlighted. In addition, the extent to which these principles are reflected in the Companies Act, which is the primary legislation for companies, has been found to be lacking and inadequate.

Originality/value

This paper is, to the best of the author’s knowledge, the first legal literature concerning the Mauritian legal framework on corporate governance. This is relevant because the country has recently experienced corporate collapses, which could arguably have been avoided with the application of the principles of corporate governance. As such, the paper will present a case study that can be used as a reference for future research on the enforceability and justiciability of these principles.

Details

International Journal of Law and Management, vol. 66 no. 1
Type: Research Article
ISSN: 1754-243X

Keywords

Book part
Publication date: 14 December 2023

Victor Ediagbonya

Many corporations engage in corporate social responsibility (CSR) activities voluntarily, but there is an ongoing debate about whether the government should intervene in CSR…

Abstract

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.

Article
Publication date: 26 January 2024

Chris Rees

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…

Abstract

Purpose

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).

Design/methodology/approach

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

Findings

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.

Originality/value

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.

Details

Employee Relations: The International Journal, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 0142-5455

Keywords

Article
Publication date: 15 June 2023

Yuveshna Gowry, Teerooven Soobaroyen and Ushad Subadar Agathee

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…

Abstract

Purpose

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.

Design/methodology/approach

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.

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.

Originality/Implications

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.

Details

Corporate Governance: The International Journal of Business in Society, vol. 23 no. 7
Type: Research Article
ISSN: 1472-0701

Keywords

Article
Publication date: 2 November 2023

Yeut Hong Tham

This study comprehensively reviews the global literature on busy boards and audit committees.

Abstract

Purpose

This study comprehensively reviews the global literature on busy boards and audit committees.

Design/methodology/approach

Six eight articles on busy boards and audit committees from prominent accounting journals are reviewed and analyzed under the “reputation” and “busyness” premise.

Findings

Most studies advocating the “reputation” hypothesis have the consensus that busy directors have their benefits (knowledge spillovers), particularly regarding sharing their in-depth knowledge, experiences and expertise. This phenomenon is pronounced for younger and IPO firms, which have high advising and financing needs. From the “busyness” perspective, busy directors are too overboard in carrying out their duty effectively and responsibly.

Practical implications

This study identifies future research avenues on busy boards/audit committees and suggests that policymakers and regulators should limit the number of board appointments.

Originality/value

This is the first study to extensively amalgamate research on busy directors and audit committees. It reveals the various proxies used to measure the busyness of board and audit committee members and the consequences of busyness.

Details

Asian Review of Accounting, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1321-7348

Keywords

Article
Publication date: 9 November 2023

Karim S. Rebeiz

This study aims to explore the evolutionary trajectory of American corporations and their governance over the past few centuries, using a multidisciplinary investigative approach…

Abstract

Purpose

This study aims to explore the evolutionary trajectory of American corporations and their governance over the past few centuries, using a multidisciplinary investigative approach. The research focuses on the American business landscape because it has played a pivotal role in shaping the field of corporate governance theory and practice.

Design/methodology/approach

The author thoroughly investigates archival records, legal documents, academic publications, reputable databases and pertinent literature to unearth valuable insights into the key events that have influenced the evolutionary path of American corporations and their governance throughout history.

Findings

Delving into the evolutionary journey of American corporations and their governance reveals a multifaceted narrative, enhancing our comprehension of the impact of the external socio-economic environment, and the effectiveness and limitations of established corporate governance paradigms in addressing such transformations. This introspection establishes the groundwork for ongoing discussions concerning how corporate governance should adapt to meet the evolving needs and expectations of stakeholders and society as a whole, with a specific focus on the pivotal role that boardrooms could play in this regard.

Practical implications

The insights gained from this analysis offer practitioners a foundational resource to understand corporate governance in a complex business landscape. Armed with this understanding, practitioners can better align governance strategies with both historical context and contemporary requirements.

Social implications

The research has significant social implications in the sense that history highlights the importance of the society in influencing corporate governance practices. It specifically emphasizes the need for the board of directors to consider both shareholder value and social responsibility, while also fostering public trust and confidence.

Originality/value

Many corporate governance concepts are often used with limited understanding of their initial intent, resulting in their unquestioned adoption. In this paper, the author offers a contextual exploration of historical events that have contributed to the development of these diverse corporate perspectives. To the best of the author’s knowledge, there are exceedingly few, if any, papers that present comparably insightful and multidisciplinary insights into the evolutionary path of corporations and their governance, especially within a dynamic and influential market like that of the USA.

Details

Corporate Governance: The International Journal of Business in Society, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1472-0701

Keywords

Article
Publication date: 6 April 2023

Akanksha Jumde and Nishant Kumar

This paper aims to focus on compliance of workplace sexual harassment-related provisions under Indian companies and securities law, based on an empirical analysis of companies’…

Abstract

Purpose

This paper aims to focus on compliance of workplace sexual harassment-related provisions under Indian companies and securities law, based on an empirical analysis of companies’ sexual harassment-related disclosures contained within their directors’ annual reports (ARs). Specifically, sections devoted to sexual harassment-related disclosures, inbuilt within directors’ ARs for the financial year 2019–2020 for a selected sample of companies listed under the National Stock Exchange, have been analysed.

Design/methodology/approach

To examine the nature of companies’ disclosures to demonstrate their compliance with statutory requirements under the POSH law, aligned with the Companies (Accounts) Rules, 2014 and Securities and Exchange Board of India’s regulations, an empirical-based, descriptive content analysis of ARs of 200 listed companies were used.

Findings

This study primarily finds that the majority of companies from the sample have disclosed to have prepared a corporate-level policy, as required under the POSH law. As also required under the POSH law, companies, reportedly, have constituted an Internal Complaints Committee to adjudicate and dispose of incidents related to sexual misconduct reported at their workplaces. However, companies lack in disclosing qualitative information, with sufficient detail, on many important aspects related to prevention and resolution of reported cases of workplace sexual harassment.

Originality/value

This paper adds to the broader narrative of the lacunae within the disclosure and reporting requirements on enhancing the liabilities of the companies to prevent and address sexual harassment under India’s corporate and securities regulations.

Details

International Journal of Law and Management, vol. 65 no. 4
Type: Research Article
ISSN: 1754-243X

Keywords

Article
Publication date: 30 June 2023

Ghassan H. Mardini and Fathia Elleuch Lahyani

This study examines the impact of female directors' representation in the boardroom and the role of institutional ownership (IO) on intellectual capital efficiency (ICE) and its…

Abstract

Purpose

This study examines the impact of female directors' representation in the boardroom and the role of institutional ownership (IO) on intellectual capital efficiency (ICE) and its three efficiency components: human capital efficiency (HCE); innovation capital efficiency (INCE) and capital employed efficiency (CEE).

Design/methodology/approach

A sample of non-financial French firms listed within the Société des Bourses Françaises-120 (SBF-120) was employed for the period from 2011 to 2020 using the generalized method of moments (GMM) approach to test the set of hypotheses.

Findings

Grounded in agency and resource dependence theories, this study found that female directors play a vital role in enhancing ICE. IO also has a significant role to play. Active institutional investors tend to push toward gender-balanced boardrooms and play an external supervisory role to improve efficiency. Moreover, female financial experts on audit committees also contribute to the ICE decision-making process within firms with high IO levels.

Research limitations/implications

This study focused only on IO. Future research may use other forms of ownership, such as foreign or family ownership.

Practical implications

The findings may serve as a reference for managers and policymakers to enhance IC management and make appropriate investment decisions. Managers and policymakers may rely on strategic and effective decisions regarding the efficient use of IC for value creation through the judgments of female directors.

Originality/value

The current study adds significant insights to the accounting and intellectual capital literature.

Details

Journal of Applied Accounting Research, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 0967-5426

Keywords

Article
Publication date: 21 June 2023

Nafisah Yami, Jannine Poletti-Hughes and Khaled Hussainey

The authors motivate this research on the gender diversity of the board because of the recent increases in the number of women in top executive teams (Francis et al., 2015), which…

Abstract

Purpose

The authors motivate this research on the gender diversity of the board because of the recent increases in the number of women in top executive teams (Francis et al., 2015), which has probably been the result of the adoption of legislation for gender quotas as well as the establishment of corporate governance recommendations for gender diverse boards in several countries. The purpose of this study is to consider the quality of board directors when examining the effect of female directors on earnings management.

Design/methodology/approach

The analyses follow the system generalized method of moment to address endogeneity concerns (e.g. a board with higher quality is more likely to have female directors on board and vice versa). Besides the lags of the endogenous variables, the authors use the female industry ratio as an additional instrument (Liu et al., 2014), as female directors might be inspired by other female directors according to industrial sectors (measured by the two-digit industry codes), where competitors are likely to follow gender diversity practices of other firms within the same industrial sector.

Findings

The authors’ findings show a negative and significant association between board gender diversity and earnings management (EM), suggesting that independent female directors are the drivers of such effect. High-quality boards decrease the incidence of EM but hinder the potential involvement from female directors towards reducing EM. The incumbent effect of high-quality boards on female director’s contribution on EM reverses with less powerful CEOs.

Originality/value

The authors contribute to the extant literature by recognizing that the effectiveness of a female director on decreasing EM is a function of the environment in which decision-making takes place (i.e. board quality/powerful CEOs).

Details

Journal of Financial Reporting and Accounting, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1985-2517

Keywords

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