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Purpose – This study explores the probability of expropriation of minority shareholders by controlling shareholders in the form of CEO compensation under an imperfect governance institution by using a novel Chinese dataset over 2001–2010.

Design/methodology/approach – We use a direct method to gauge controlling shareholders’ tunneling and expropriation of minority shareholders, and we present a simple model to link corporate governance and the degree of entrenchment by the largest shareholder. We use both Logit and Probit models to predict the likelihood of tunneling and use two-stage least square (2SLS) regression to address the endogeneity issues.

Findings – There are significant deterioration effects between controlling shareholder's tunneling and firm performance. Firms with more tunneling activities typically have larger controlling ownership, greater evidence of state control, less balance of power among large shareholders, and weaker board characteristics.

Research limitations/implications – The positive relationship between controlling shareholders’ tunneling and executive compensation implies that the controlling shareholder might divert personal benefits from the public firms at the expense of minority shareholders.

Originality/value – We focus on the effects of corporate governance restructuring on executive compensation and controlling shareholders’ tunneling in the Chinese context, and we also investigate whether these effects are stronger with the involvement of state ownership. We empirically address the issues between executive compensation and expropriation of minority shareholders.

This study provides evidence that financial performance becomes a foundation of environmental, social, and governance (ESG) activities, and it will be appreciated positively by the market through the firm value. This examination is triggered by different views of ESG activities, such as philanthropy, doing business ethically, the indirect benefit for shareholders, or maintaining reputation. Therefore, it causes differences in ESG activity appreciation by market. Meanwhile, corporate social responsibility (CSR) activity is voluntary in Indonesia, so this activity aims to maintain reputation or avoid risk allegations according to environmental and social abuse. This study predicts that a stable firm’s financial performance concerns environmental and social issues. This study uses 139 companies from Indonesian Stock Market Data from 2013 to 2019, which fulfill the criteria of Thompson Reuters for ESG score. The empirical evidence shows that firm financial performance influences ESG score consistently as the antecedent. Further, ESG performance mediates the effect of firm financial performance on firm value. This research contributes to stakeholder theory, CSR practice, and good governance.

This is an acceptable fact that firms put efforts to maximize shareholders wealth but there is growing demand that firms are also accountable to various stakeholders associated directly or indirectly with the firms' business activities. Investors now evaluate firm's performance not only from financial perspective but also consider environment, social, and governance (ESG) factors when taking investment decision. ESG is not visible in firm's annual financial reports but investors do not deny its significance when valuing firms. There are increasing interests in ESG by communities, professionals, and government bodies, and all are interested to keep it as part of firms' regular activity and have to relate it with firm performance and efficiency that affects firm value. Still, there are difficulties in integration of ESG factors into investment decision-making, but efforts are being put to overcome all the issues. Firms which consider ESG are in a good position to achieve their long-term financial goals as they are likely to attract capital, lower borrowing costs, mitigate risks, and maximize shareholders value.

Purpose – The purpose of this paper is to understand the roles of corporate governance reforms in Malaysia following the 1997/1998 Asian crisis from the perspectives of corporate managers.

Design/methodology/approach – The primary evidence used is drawn from a series of in-depth semi-structured interviews with Malaysian corporate managers involved in the overseeing of the governance structures within their companies.

Findings – This study shows that most interviewees believed that an appropriate corporate governance system could play a role in resolving the problems associated with the interlocking and concentrated corporate ownership structure in Malaysia. However, the effectiveness of the corporate governance reforms in dealing with this issue is questionable. It also reveals that Malaysian companies ‘changed’ their corporate governance practices predominantly to recover (foreign) investor confidence lost during the crisis and to fulfil the legal requirements enforced by the government, where the latter was under pressure from the international community (especially, the World Bank and IMF) to ‘improve’ the Malaysian corporate governance practices after the crisis.

Originality/value of paper – This paper adds to the literature on corporate governance, especially in the context of developing countries. Prior research investigating corporate governance issues in developing countries has been limited, particularly the lack of in-depth examination of corporate governance practices from the perspectives of corporate managers. This paper will be of great value to researchers and practitioners seeking to gain a better understanding of the roles of corporate governance in Malaysia.

In this chapter, we explore the legal framework of AGMs of listed companies in Europe, which forms the foundation for the empirical analyses in the subsequent chapters. We consider the decision-making rights, information rights (including forum rights) and procedural rights of shareholders at the European level. As this chapter shows, only a small part of the legal framework of AGMs is harmonized at the European level and this harmonization mostly consists of procedural rights. The recently adopted amended Shareholder Rights Directive will introduce more material European rights such as a say on pay.

This chapter analyzes the market response to ticker symbol change of stocks with non-conventional voting structures (or multiple class shares, MCS). I find a significant drop (increase) in prices and liquidity (short-sale activity) of MCS stocks, with the most severe decrease being reported for the lower-voting class. This evidence suggests that investors revised downward the assessment of MCS stocks. Regression analysis shows that a significant part of the cross-sectional variation of the event-results is explained by firm's agency costs. Overall, the chapter stresses the importance of enhanced market transparency in curbing private benefits.

The governance of capital market institutions did not receive much interest compared to their banking sector counterparts, partly due to their different ownership structures. Recent trends; increased competition, technological advances, structural changes, globalization, all had their share of impact on governance systems of capital markets institutions particularly on exchanges. Corporate governance of non-financial firms and capital markets institutions differ in several ways. Firstly the role of risk management differs since they may impose systemic risks to the financial system. Secondly well-implemented governance structures and processes are required but are not sufficient in capital markets since there are several conflicts of interests to be addressed. Therefore whether and how effectively they function is what matters. Thirdly the governance structures of such institutions exhibit different effectiveness on their decisions.The governance of FIs in capital markets is discussed in terms of board structure and management, risk governance, supervisors, shareholders, executive compensation, role of regulators, authorities and values and culture. The role of stock exchanges in corporate governance are discussed separately in terms of implementing corporate governance codes, demutualisation and its impact on regulations, transparency and accountability issues and the effects of M&As among exchanges. Market needs strong analytical tools and reliable benchmarks to assess governance risk. The corporate control and the regulation of the institutions by the exchanges when the corporations (regulated) are the competitors of the exchanges (regulators) or owned by the stockholders of the exchanges must be addressed. The risk of regulatory arbitrage, calls for the need of harmonisation among regulators. Better regulation of FIs and greater global coordination among regulators are seen as the most two important issues to prevent another crisis.

This chapter assesses the effects of corporate governance (CG) variables on the level of Corporate Social Responsibility Disclosure (CSRD), Shari'ah Supervisory Board Disclosure (SSBD), and Financial Disclosure (FD) for Islamic banks. This study, based on a sample of 95 Islamic banks, assessed this in 2013. The findings suggest that CG mechanisms, firm's age, auditor and shari'ah auditing department are effective in influencing SSBD, CSRD, and FD practices in Islamic banks. This chapter encourages regulators to improve CG mechanisms in their Islamic banking systems through the optimization of ownership structure (dispersed ownership) and the board's characteristics in order to promote transparency and disclosure. Moreover, the findings support theoretical arguments that firms disclose CG information in order to mitigate information asymmetry and agency costs and to improve investor confidence in the reported financial statements. The empirical evidence of this study enhances the understanding of the CG disclosure environment in Islamic banks as a promoting new financial system.