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This study aims to provide insight into the current incorporation of corporate culture in national corporate governance codes. The authors identify three levels of incorporation for each of the following three dimensions: layers of corporate culture (the “what”), the alignment of corporate culture in the organization (the “for whom”) and the board’s roles regarding corporate culture (the “how”).

To assess the extent to which national codes have incorporated corporate culture, the authors used a sample of 88 national corporate governance codes. The authors performed a content analysis of these codes using a computer-aided text analysis program. The first step involved the identification of dimensions of corporate culture per national code. These dimensions were then assessed based on three levels of incorporation. Finally, the authors ranked national codes with similar levels of incorporation per dimension and aggregated the dimensions.

The data show that five of the 88 national corporate governance codes that the authors analysed scored the highest level in all three dimensions of corporate culture.

This is the first study to provide an overview of what national corporate governance codes say about corporate culture. The authors address two gaps in the existing literature. First, the authors develop and use a richer conceptualization of how corporate culture can be addressed in national corporate governance codes. Second, the authors analyse these corporate governance codes worldwide.

The purpose of this paper is to examine the association between national societal values and corporate governance in emerging markets.

The sample is comprised of 511 firm-year observations representing firms from 22 emerging markets. The authors regress sample firms’ corporate governance ratings, reported by Credit Lyonnais Securities Asia (CLSA), on national societal value scores (Hofstede, 1980 variables for primary analysis and Schwartz, 1994 variables for sensitivity tests) and firm-level and country-level control variables.

The authors find that national societal values are associated with corporate governance in emerging markets. Corporate governance is strong in firms from individualistic societies, and weak in firms from uncertainty avoiding and masculine cultures.

The authors extend the stream of literature that has established the link between formal institutions and corporate governance. The authors also extend the literature that examines how societal values influence corporate practices in emerging markets.

The results suggest that informal institutions, in addition to formal ones, shape corporate governance in emerging markets. Corporate stakeholders need to be aware of the different societal values of each market and develop specific strategic plans that best suit both formal and informal institutions.

The findings suggest that national societal values need to be considered in cross-country research on corporate governance. The results should also be of interest to policy makers advocating for or against global governance standards.

Whether corporate governance systems and practices are converging to the Anglo-American shareholder-value-oriented model or continue to diverge from this model and maintain their idiosyncrasies has been controversially debated among scholars in a variety of academic disciplines. The purpose of this paper is to review, critique and integrate the disparate positions in the convergence-divergence debate in corporate governance and to suggest promising directions for future research.

The author constructs a theoretical framework in which convergence and divergence dynamics are conceptualized as simultaneous processes of institutional change and continuity. This framework takes into account the influence of economic market forces, social embeddedness and cultural forces in shaping corporate governance at the national and the firm levels and provides a holistic and integrative perspective on the extant literature in the convergence-divergence debate.

The literature review does not support either the predictions of convergence advocates or the predictions of divergence advocates. Instead, the paper finds that convergence and divergence dynamics can coexist and lead to increasing heterogeneity in corporate governance arrangements of firms within and between corporate governance systems. This finding adds complexity to the debate and opens room for interesting research directions.

The paper offers a comprehensive review of the topic and draws from literature in financial economics, comparative law, economic sociology, international business, political science and strategic management. Most importantly, the paper offers a multi-theoretical framework that allows for an integration of the divergent perspectives presented in the literature.

This study aims to investigate the relationship between national culture and best practices as recommended in country-level corporate governance codes.

Measures for four corporate governance variables – board independence, gender composition, board leadership and meeting frequency – were collected from corporate governance codes for 55 countries. Scores from Hofstede’s cultural dimensions – power distance, individualism vs collectivism, masculinity vs femininity and uncertainty avoidance – were gathered for these same countries. Average scores on the cultural dimensions were compared for groups of countries based on each of the corporate governance variables.

Data analyses reveal significant relationships between Hofstede’s cultural dimensions and the four characteristics of corporate governance examined in this study. Results highlight the importance of understanding cultural influences on board characteristics for companies considering international expansions or partnerships.

While prior studies have focused on the influence of national culture at the company level, this study examines the relationship at the regulatory level through review of country-level corporate governance codes.

In this paper, the authors aim to look at the relationship between divergent national corporate social policies as embedded in corporate governance regimes and the development of the firm’s organizational capabilities. More specifically, the authors illustrate how the different systems of corporate governance developed in the USA and Germany are major resource-based factors on the decision to develop production-related organizational capabilities. The authors develop an integrative framework, drawing on both the corporate governance, as well as strategic management literatures, to explain idiosyncrasies and commonalities in capability development. In the aggregate, this would lead to differential corporate social and economic performance between Germany and the USA.

This is a conceptual paper that develops a framework to link national corporate social policy as embedded in governance systems to corporate social and economic performance.

Corporate governance systems – embodying divergent corporate social responsibility (CSR) orientations vis-à-vis the firm’s stakeholders – can be viewed as determinants of group-specific resources that will not be transferable across different nation-states, leading to divergent corporate social and economic performance.

The analysis emphasizes that CSR is an essential element of corporate governance. The authors highlight that regulatory, normative and cognitive institutional structures and orientations help to utilize and configure important firm-specific, industry-specific and country-specific resources and capabilities. This framework also contributes to recent developments in the corporate governance and management literatures that position CSR as a central element of corporate governance institutions.

The purpose of this paper is to assess the association between country-level corporate governance and earnings management (EM). It aims to investigate whether the Governance Metrics International (GMI; acquired by Morgan Stanley Capital International in 2014) rating for national corporate governance on a country level is a significant explanatory variable for the country-level EM score or otherwise.

In a sample of 280 country-year observations during the period from 2000 to 2009, the paper measures national corporate governance quality using GMI ratings scores and whether the corporate governance model is Anglo Saxon or otherwise.

The findings of this study show that corporate governance is a significant indicator of lower EM levels in a country.

Corporate governance rating firms play a vital role in public markets. GMI provides country-level corporate governance ratings to assess the quality of corporate governance in several countries. The findings of this study show preliminary evidence that GMI ratings of corporate governance provide good guidance to investors on the quality of corporate governance in a country.

This paper is the first empirical attempt to examine the association between country-level corporate governance, GMI ratings for country-level corporate governance and EM.

The purpose of this paper is to show that corporate governance structures differ significantly across countries. Using agency theory and institutional theory, it examines how ownership structure and national culture influence the size and leadership structure of the corporate boards of multinational firms based in industrial countries.

The hypotheses are tested with data on 399 multinational manufacturing firms based in 15 industrial countries. The authors use ownership concentration, bank control, and state ownership to represent ownership structure. They view institutional structural norms as components of national culture and infer the nature of these norms for governance structure from Hofstede's national culture dimensions.

The findings show that national culture has a dominant influence on corporate governance structure, and its emphasis is recommended in future cross‐national organizational research.

Although the models were successful in explaining MNC board structure, the authors addressed only the effects of ownership structure and national culture. It is expected that these models could be improved by including national political and legal differences and additional national economic variables.

The findings demonstrate that national cultures of the home countries of MNCs have powerful influences on their governance structures.

This paper links national culture with governance structure.

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.

Purpose – The question of whether the corporate governance practices of firms in diverse countries are converging to those of U.S. firms, and the extent of convergence or divergence, is examined.

Design/methodology/approach – Company level governance measures of board structure and organization, firm audit attributes, antitakeover defenses, and compensation design attributes of international firms are compared with those of U.S. firms.

Findings – We find that the evidence for convergence is more mixed than previously believed, with firms in some nations converging, others essentially static, and a number diverging from U.S. practices. We further determine that country factors such as measures of national economic freedom, increased shareholder rights, and impartial judiciaries help to explain convergence. Greater participation by banks in the national economy is associated with greater divergence from U.S. governance standards. Firm characteristics which are suggestive of a future need for external equity encourage convergence while those which capture the use of leverage or the ability to service additional debt are correlated with greater divergence.

Research limitations/implications – This study suggests that inquiry into whether convergence is occurring might be the wrong question to ask. Rather, our findings suggest that the research focus should be shifted toward an inquiry of what specific areas of governance are converging and in what countries or regions.

Originality/value – This study helps to describe what constitutes effective corporate governance design for firms worldwide. It provides managers with insights on how governance mechanisms can be tailored to reflect local practices and laws.

In recent years, the principle of the “comply or explain” approach has become the trend in corporate governance statements that are not fully compliant with national codes. This is because managers of companies deviating from corporate governance codes try to be lawful, providing reasonable explanations; thus, they reach an impasse, copying explanations from other companies, in a mimetic behavior. The purpose of this study is to investigate whether companies listed in Greek Stock exchange tend to imitate one each other thus to be legitimate in terms of the “comply or explain: approach”.

This study focuses on the “comply or explain” approach in Greek listed companies, analyzing statements by 162 companies (80.2 per cent) listed on the Athens Stock Exchange (ASE), showing a total of 1,211 deviations from the national code. Therefore, the explanations were classified for analysis, grouping them into three main categories and investigating the degree of imitation.

In total, 96 companies deviating from the Code (56.3 per cent) provided explanations as to their legitimacy practices. Thus, the managers of these companies tried to explain their deviations from the national code in such a way that it could be considered that they tend to imitate each other, striving to be lawful.

Owing to Greece’s ongoing economic crisis, many companies listed on the ASE in previous years have suspended the trading of their shares. An examination of previous years may have led to biased results, owing to the different samples of companies. Another limitation concerns the number of companies in the sample; although it covers almost 80 per cent of listed companies, the actual number of companies is not big enough.

This study tries to investigate whether Greek listed companies comply with or deviate from the National Corporate Governance Code. For that purpose, context analysis was performed on 80.2 per cent of these companies (162 out of 202 companies) for the calendar year 2017. Most companies tried to explain their deviations from the Code in such a way that it could be considered that they tend to imitate each other.

Companies that deviate from the corporate governance code tend to imitate each other. This phenomenon occurs mainly in small companies, which, while striving to be lawful, even copy other companies’ phrases verbatim. This study reveals that managers of such companies care to provide an explanation for only deviations from the Code as a logical justification and not to capture the existing situation of their companies.

This study is the first to examine the mimetic behavior on corporate governance statements in Greece. Although the trend of imitation is a fact in developed economies, similar studies never took place on emerge economies. This study contributes to the literature by examining whether the trend of mimetic behavior exists in emerging economies as well.