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Annual general meetings have been variously described as dull rituals for accountability versus entertaining theatre at the expense of accountability. The research analyses director and shareholder participation and dialogic interactions at annual and extraordinary general meetings of Cecil Rhodes' British South Africa Company (BSAC). The BSAC was incorporated under a royal charter in 1889 in return for power to exploit a huge territory, Rhodesia/now Zimbabwe. The BSAC's administration ceased in 1924/25. Thus, the BSAC had a dual mandate as a private for-profit listed company and to occupy and develop the territories on behalf of the British government.

The article analyses 29 BSAC general meeting minutes, comprising 25 full sets of verbatim minutes between 1895 and 1925. The study adopts manual content analysis. First, the research adopts conversational analysis to analyse director and shareholder turn-taking and moves by approving and dissenting shareholders. Second, the study identifies and analyses incidents of shareholder sentiment from the shareholder turns/moves. Finally, the article assesses how shareholder sentiment changed throughout the period and whether the BSAC's share price reflected the shareholder sentiment.

The BSAC's general meetings were associated with the greater colonial project of building the British Empire. The authors find almost 1,500 incidents of shareholder sentiment. Directors and shareholders take roughly an equal number of turns (excluding shareholder sentiment). Ritual and ceremony dominate director and shareholder turns and moves, while accountability to shareholders was minimal. The BSAC share price spiked in the early years of the project, waning after that. Shareholder sentiment, both positive and negative, reflect the share price behaviour.

A unique database of verbatim general meeting minutes records shareholders' reactions to what they heard in the form of sounding off through cheering, “hear, hears,” laughter and applause (i.e. shareholder sentiment).

The purpose of this paper is to contrast the historical rise of the managerial function and its reception in law. It thus contributes to the debates on the separation of ownership and control, by showing that managers were never recognized in law. As a result, the managerial function was not protected in law.

This paper brings together management history and the history of UK company law to study the emergence of management in the early twentieth century and the law’s response. The authors bring new historical evidence to bear on the company law reforms of the second half of the twentieth century and, in particular, on the changes inspired by the Cohen Committee report of 1945.

Scientific progress and innovation were important rationales for the emergence of managerial authority. They implied new economic models, new competencies and wider social responsibilities. The analysis of this paper shows that these rationales have been overlooked by company law. The lack of conceptualization of the management in law allowed reforms after 1945 that gave shareholders greater influence over corporate strategy, reducing managerial discretion and the scope for innovation.

This paper focuses on the UK. Further research is needed to confirm whether other countries followed a similar path, both in terms of the emergence of management and in terms of the law’s approach.

This paper is the first, to the authors’ knowledge, to examine the law’s historical approach to management. It calls for a reappraisal of the status of managers and the way corporate governance organizes the separation of ownership and control.

The purpose of this article is to study the impact of the related parties' transactions (RPTs) on firm value, and to identify the ownership and governance characteristics of companies that engage in this type of transactions.

The paper uses 3SLS simultaneous model carried out on a sample of 85 companies listed on the Paris Stock Exchange during the period 2002‐2005.

The results show that RPTs are mainly influenced by the voting rights held by the main shareholder, the size of the board of directors, the degree of independence enjoyed by the audit committee and the board of directors, the choice of external auditor, the debt ratio and the fact of being listed in the USA. Mainly the transactions carried out directly with the main shareholders, directors and/or managers that have a negative influence on firm value.

In future studies, it will be interesting to test the impact of the level of expertise as well as the level of qualification in the field of accounting and finance of the members of the French audit committees on the frequency of RPTs.

The current research complements prior studies on the RPT by showing that the frequency of RPTs can be damaging to companies and can destroy their market value.

The purpose of this paper is to evaluate the accountability practices of the directors in New Zealand and Australian dairy co-operatives. An interpretation of their practices, which focus on the relationship between directors and their farmer-shareholders, is informed by Roberts’ (2001a) understandings of a socializing accountability.

The fieldwork consists of interviews with 23 directors, including all chief executive officers and chairmen, of six dairy co-operatives together with observations and document analysis. These co-operatives together comprise a significant portion of the regional dairy industry. The methodology draws from Eisenhardt’s (1989) qualitative approach to theory formation.

The authors find that these directors engage in a discourse-based, community-grounded and egalitarian form of socializing accountability. As such, their practices adhere generally to Roberts (2001a) hopes for a more considerate and humble relationship between an accountor and an accountee.

Findings add to the small pool of research on the lived experiences of co-operative boards and to a parsimonious literature in socializing accountability practices. The contributions of the study are in advancing real understandings of alternative forms of accountability, in evaluating the conditions in which these alternatives may be likely to arise and in anticipating the challenges and opportunities that arise therefrom.

The originality of the project arises from accessing the views of these industry leaders and, through their frank expressions, coming to understand how they achieve a form of a socializing accountability in their relationships with farmer-shareholders.

This study proposed and examined a unique but underresearched strategic response to coercive institutional pressure, covert neutralization, in which organizations neutralize coercive institutional pressure by manipulating influential factors within their discretion while conforming to the pressure. In addition, this study pointed out that the extent of covert neutralization is contingent on organizational decision-makers' willingness and ability to take countermeasures.

To find evidence for covert neutralization and its strategic nature, a historical review with secondary data was conducted in the context of the coercive introduction of the independent director system in China. The board structure adjustments of 318 Chinese A-share listed companies from 2000 to 2004 were examined using univariate T-tests, robust ordinary least squares (OLS) regression models and ordered logit regression models to test the hypotheses.

This study found that in response to the coercive introduction of the independent director system, Chinese listed companies adjusted their board structures while conforming to the system, which neutralized the constraints on controlling shareholders' board control. Specifically, listed companies reduced the number of dependent directors and the ratio of directors representing noncontrolling shareholders to those representing controlling shareholders. Moreover, the extent of board structure adjustments was positively associated with the shareholding percentage of controlling shareholders. These findings provide evidence for covert neutralization and its strategic nature.

This study indicates the inefficacy of simple legal coercion and suggests that authorities should be aware of the covert countermeasures used by regulated organizations and employ normative approaches to improve the efficacy of regulations. This implication is rather instructive for regulators to effectively promote imposed changes in transitional economies with strong governments.

By differentiating conformity behavior from conformity inclination and considering the inevitable incompleteness of laws, this study challenges the conventional wisdom regarding organizational conformity and shows that organizations can strategically respond to coercive institutional pressure while conforming to it. In contrast to other strategic responses that aim to defy, avoid or resist the implementation (the means) of institutional pressure, covert neutralization aims to neutralize its efficacy (the ends).

The purpose of this paper is to analyse the Agency Theory in order to understand the true nature of the corporation by determining the respective roles of shareholders and directors/managers within a corporation.

The paper compares the economists' depiction of the firm with the legal conception of the corporation. It then analyses the legal concept of ownership and proves that the shareholders are the owners of their shares only and not of the corporation which is a separate legal person. The theories of corporation and relevant case law are also analysed.

The analysis reveals that currently there are two distinct models of the corporation. The economists view a firm in terms of a nexus of contracts like a partnership where shareholders are the owners of the firm and the directors/managers are their agents. The law, on the other hand, regards the corporation as a separate legal entity with rights and liabilities of a natural person that is not subject to ownership. This doctrine of legal personality is the grund norm of corporate law from which other principles like limited liability, perpetual succession, transferability of shares and independent board are derived. However, both economic and legal models converge upon the purpose of corporation i.e. maximization of shareholders value.

The paper highlights the distinction between economic and legal models of the firm. It points out that from a legal perspective, neither the shareholders are the principals nor the managers are their agents as proposed by the Agency Theory. The economists assume conflict of interests between the shareholders and directors and devise mechanisms to reduce agency costs. Law, on the other hand, determines manifestly the rights and liabilities of each participant in corporate structure. The directors owe their duties to the corporation and manage it without interference from the shareholders. Such arrangement is a product of historical process and qualifies a corporation as a sui generis form of business organization.

The existence of controlling shareholders creates a remarkable difference between the corporate governance structures of Chinese firms and those of western firms. Despite the increasing importance of controlling shareholders, it remains disputable whether they are playing the “tunneling” roles or the “governance” roles. Therefore, more research is needed on what roles controlling shareholders are playing and how they play their roles. Previous empirical studies document a common phenomenon that directors play dual roles both on the board and in the top management team. Because of information asymmetry, the board of directors may not be able to perform its supervisory and strategic decision-making functions. Therefore, this paper aims to investigate whether controlling shareholders participate in firm management by appointing the executive directors and examine the economic consequences of controlling shareholder involvement.

In the empirical tests, the authors use the split share structure reform in China as a natural experiment. Using the data from Chinese listed firms between 2001 and 2015 and difference-in-differences analysis, the authors examine the impact of the split share structure reform on the executive directors of controlling shareholders and the governance effect of controlling shareholders’ appointing executive directors to the management.

The authors find that controlling shareholders get involved in firm management by appointing executive directors to strengthen the supervision and incentives of managers. The authors also find that firms exhibit a lower level of earnings management and enhance and higher pay-performance sensitivity after controlling shareholders appoint executive directors to the top management team.

As the natural experiment of the split share structure reform enables us to mitigate endogeneity, the authors investigate the channels through, which controlling shareholders get involved in firm management from the unique perspective of executive director appointment. The study expands the literature on corporate governance and board functions. The findings provide new insights to the effect of controlling shareholder governance and casts light on a new way for controlling shareholders of Chinese firms to participate in firm management – by appointing executive directors.

While Luoma and Goodstein (1999) find increased stakeholder representation on the boards of American companies, Dimovski and Brooks (2004) provide evidence that the Australian initial public offering (IPO) market does not require non equity stakeholder representation on their boards. This paper analyses the change in composition of the boards of large Australian companies post listing. We find a substantial increase in the number of directors holding equity capital in the firms in which they hold their directorships. We also find a decrease in the number of non equity stakeholder directors post listing. This suggests that directors putting their money into the firms in which they have a stewardship function is an important element in the Australian capital market.

This purpose of this paper is to examine four separate though interconnected questions concerning corporations operating, in Anglo American jurisdictions.

The paper first examines the nature of the limited liability corporation as an entity dedicated to maximizing shareholder value, and how far this role is consistent with the pursuit of wider policies of corporate social responsibility (CSR). Second, it reviews the ownership arrangements of the corporation, the fiduciary duties of board directors and how this is translated into the task of maximizing shareholder value through the pursuit of profits. Third, it investigates how directors position themselves commercially in maximizing shareholder value and whether shareholders express views on how shareholder value can best be maximized. Finally conclusions are drawn on how best corporations and their directors can address the challenge of meeting shareholder value and how far this implies realignment in terms of wider societal expectations. The method of research used includes an examination of statute law governing the corporation, judge's law, regulatory law, other soft law in the context of outsider controlled capital markets. Relevant published research material is also declared in the bibliography.

Conclusions drawn suggest that the premise of maximization of shareholder value may very well entail the pursuit by directors of wider social and economic objectives consistent with CSR, if this is consistent with the enhancement of shareholder value. They also point to a lack of clarity on the question of what is expected of directors in meeting their fiduciary and broader director's duties as expressed in the objective of maximizing shareholder value. Evidence suggests that there is little effective communication between shareholders and directors on how best shareholder value can be maximized. Specifically the analysis focuses on how best to overhaul the mechanisms of governance and accountability if directors and the shareholders they represent are to develop and execute rational commercial policies aimed at maximizing shareholder value.

The paper breaks new ground in linking CSR to the enhancement of shareholder value and in suggesting that directors may be negligent in their duty to promote shareholder value if they fail do so. The paper should be of interest to company directors, company legal advisors; other corporate lawyers involved in litigation against directors, and policy makers in government.

Director interlocks, with their extended resources and shared experiences, have the potential power to go beyond the basic role of providing advice and monitoring the activities of an organization. Interlocked directors can have a cross-cultural role in manipulating corporate choices and strategies in several areas, including capital structure, based on learned behavior in their internal company. Shareholders and creditors are the two main capital providers for a company. However, their risk return horizons are very different, and policies that benefit one group may not be optimal to the other. Interlocks can act as carriers of sub-par practices that affect the behavior of several organizations. Such transactional and relational activities may increase short-term value for equity shareholders, but increase the risk for the creditors. The purpose of this paper is to examine cross-cultural effects of interlocks on corporate strategies that affect this essential agency relationship.

This paper surveys the extant literature on board interlocks, board practices, equity valuation and credit risk to develop a link between such interlocks and creditor protection. Based on a brief survey of the central concepts of governance and the role of directors, this paper then provides various propositions on the role of interlocking directorships and their effect on the shareholder–creditor agency problem.

Director interlocks, through their linked common practices, have the potential to increase or worsen shareholder–creditor conflicts by magnifying strategic practices like short-termism, earnings management or through its effects on chief executive officer compensation. Such cross-cultural effects persist across ownership structures and cultural differences in governance.

The paper is not an empirical study of the conflict. This paper uses a literature review to arrive at propositions that may impact shareholder–creditor conflicts.

Several studies have shown cronyism and the dense corporate network has been a large factor in the financial crisis that affected both shareholders and creditors. As the influence of creditors grows with the current availability, and therefore increase in debt levels, this conflict can be magnified through homophily inherent in interlocks. For an organization to be successful in its role of protecting all stakeholders, especially the two major providers of equity capital, factors that cause conflicts must be taken into account while developing the tenets of governance policies and, on a regular basis, during the strategic planning process within the organization. Regulations affecting interlocks, including governance policies, must therefore take into account such influences.

Board interlocks act as channels of information between companies, creating a social network where processes and polices are shared and implemented as defined by the concept of homophily. Such management actions reduce both the quality of information available to creditors and their monitoring capabilities. This juxtaposition of shareholder and creditor interest can, therefore, be worsened by director interlocks.

Prior literature has not specifically linked director interlocks and their mutual impact on the culture and strategy of linked corporations to the shareholder–creditor conflict.