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Article
Publication date: 28 December 2023

Irfan Rashid Ganie, Arunima Haldar, Tahir Ahmad Wani and Hemant Manuj

This study aims to examine the role of institutional investors (using proxy voting and voice) in influencing the decisions and governance landscape of their investee firms.

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Abstract

Purpose

This study aims to examine the role of institutional investors (using proxy voting and voice) in influencing the decisions and governance landscape of their investee firms.

Design/methodology/approach

The authors use exploratory research design due to the underdevelopment of the problem phenomena, especially in the context of emerging economies. Using asset management companies (AMC) as a proxy for institutional investors, the authors use a multiple case study design. This design was relevant in the setting as it assured triangulation by studying the same phenomenon across firms with distinct characteristics. The authors sourced the data for the multiple cases from primary sources (such as semi-structured interviews) and secondary sources (such as official Webpages and social media pages of AMC and examination of archival documents). Finally, the authors used qualitative content analysis to analyse the data.

Findings

The findings suggest that shareholder activism by institutional investors has grown in India over the period, particularly in matters related to corporate governance, related party transactions, remuneration and compensation. These AMC in India use proxy voting services for advising on voting resolutions in their investee companies. However, voting by AMC does not generally affect resolution results. This is particularly true in the presence of a high concentration of promoter holdings in investee companies.

Originality/value

The study is a novel attempt in an emerging market context to explore the role of institutional investors in influencing firm decisions and improving the governance landscape of the company using proxy voting and voice. This is especially important as the institutional framework in emerging markets is not as strong as in developed markets.

Details

International Journal of Organizational Analysis, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1934-8835

Keywords

Abstract

Details

Responsible Investment Around the World: Finance after the Great Reset
Type: Book
ISBN: 978-1-80382-851-0

Article
Publication date: 12 January 2023

Suzette Viviers and Lee-Ann Steenkamp

Given the urgency to address the climate change crisis, the purpose of this study was to investigate the impact of 12 macro-level antecedents on energy and environmental (E&E…

Abstract

Purpose

Given the urgency to address the climate change crisis, the purpose of this study was to investigate the impact of 12 macro-level antecedents on energy and environmental (E&E) shareholder activism in 12 developed countries. Focus was placed on shareholder-initiated E&E resolutions.

Design/methodology/approach

Panel regressions were used to evaluate the relationships between the macro-level antecedents and two dependent variables, namely, the number of shareholder-initiated E&E resolutions filed and voting support for these resolutions.

Findings

The number of shareholder-initiated E&E resolutions filed increased slightly over the research period (2010–2019) but received very little voting support on average. Most of the 1,116 considered resolutions centred on the adoption or amendment of nuclear and environmental policies. Several resolutions called for improved E&E reporting. A significant relationship was found between the number of shareholder-initiated E&E resolutions filed and the rule of law.

Research limitations/implications

The empirical evidence confirmed limited voting support for shareholder-initiated E&E resolutions and the importance of the rule of law in advancing the E&E social movement.

Practical implications

As the E&E social movement is gaining momentum, listed companies in the considered countries are likely to experience more pressure from shareholder activists.

Social implications

To achieve participatory and inclusive climate governance, shareholder activists should collaborate more closely with other challengers in the E&E social movement, notably policy makers and those promoting the rule of law.

Originality/value

The authors considered macro-level antecedents of E&E shareholder activism that have received scant attention in earlier studies. Social movement theory was used as a novel theoretical lens.

Details

Sustainability Accounting, Management and Policy Journal, vol. 14 no. 5
Type: Research Article
ISSN: 2040-8021

Keywords

Article
Publication date: 26 September 2023

Melissa Carlisle, Melanie I. Millar and Jacqueline Jarosz Wukich

This study examines shareholder and board motivations regarding corporate social responsibility (CSR) to understand boards' stewardship approaches to environmental issues.

Abstract

Purpose

This study examines shareholder and board motivations regarding corporate social responsibility (CSR) to understand boards' stewardship approaches to environmental issues.

Design/methodology/approach

Using content analysis, the authors classify CSR motivations in all environmental shareholder proposals and board responses of Fortune 250 companies from 2013 to 2017 from do little (a shareholder primacy perspective) to do much (a stakeholder pluralism perspective). The authors calculate the motivational dissonance for each proposal-response pair (the Talk Gap) and use cluster analysis to observe evidence of board stewardship and subsequent environmental disclosure and performance (ED&P) changes.

Findings

Board interpretations of stewardship are not uniform, and they regularly extend to stakeholders beyond shareholders, most frequently including profit-oriented stakeholders (e.g. employees and customers). ED&P changes are highest when shareholders narrowly lead boards in CSR motivation and either request both action and information or information only. The authors observe weaker ED&P changes when shareholders request action and the dissonance between shareholders and boards is larger. When shareholders are motivated to do little for CSR, ED&P changes are weak, even when boards express more pluralistic motivations.

Research limitations/implications

The results show the important role that boards play in CSR and may aid activist shareholders in determining how best to generate change in corporate CSR actions.

Originality/value

This study provides the first evidence of board stewardship at the proposal-response level. It measures shareholder and board CSR motivations, introduces the Talk Gap, and examines relationships among proposal characteristics, the Talk Gap, and subsequent ED&P change to better understand board stewardship of environmental issues.

Details

Accounting, Auditing & Accountability Journal, vol. 37 no. 3
Type: Research Article
ISSN: 0951-3574

Keywords

Article
Publication date: 5 October 2023

Ajaz Ul Islam

The purpose of this study is to provide a holistic view of the emergence of shareholder activism (SA) in India. However, specifically, this study aims at fulfilling the research…

Abstract

Purpose

The purpose of this study is to provide a holistic view of the emergence of shareholder activism (SA) in India. However, specifically, this study aims at fulfilling the research gap by discussing the policy and legal advancement in the area of SA and investigating the chronological evolution of SA, manifestations of SA, motives of SA, outcome of SAs and impact of SA on the financial performance of the firm.

Design/methodology/approach

This study used a mixed methodology (both qualitative and quantitative) to draw inferences, including content analysis, descriptive statistics, independent sample t-test and paired sample t-test. The data has been collected from the annual reports of the sample companies and the Prowess database. Return on assets and return on equity have been used as measures of financial performance while investigating the difference in financial performance between firms subjected to SA and firms not subjected to SA.

Findings

The findings of this study suggest that there has been significant growth in the occurrence of SA incidents in India in the past decade, with shareholders prominently manifesting by opposing the proposals at annual general meetings/extraordinary general meetings, mostly involving governance-related demands. The findings from the independent sample t-tests revealed that there has been a significant difference in the financial performance of the sample subjected to SA and firms not subjected to SA. Furthermore, the results of the paired sample t-test provide strong evidence of significant improvement in the financial performance of firms’ post-SA.

Practical implications

The findings of this study have implications for various stakeholders. The findings of this study suggest that SA has been relatively more successful in the Indian context and may encourage minority shareholders to follow active participation through shareholder proposals and votes rather than a passive strategy to trade and exit. For firms, it can provide valuable inferences about the emergence of SA and how it has a positive impact on the financial performance of the firm, which can lead to a change in the perception of investors and promoters who perceive SA as a threat (Gillan and Starks 2000; Hartzell and Starks, 2003). For policymakers, it can act as a tool to investigate whether the regulatory changes have been able to bring the intended transparency, accountability and enhanced shareholder participation. This will encourage policymakers to be more agile, as their efforts are bearing fruit. This will also act as a guide to formulating future policies and regulations.

Originality/value

This study is an effort to provide a holistic view of SA scenarios in a developing economy setting like India, where SA is a very recent phenomenon. Although there are studies in the area of SA, there is a dearth of studies that have investigated the various dimensions of SA in the Indian context in a very systematic and extensive manner, investigating all the different dimensions of SA. Furthermore, this study also intends to investigate the impact of SA, which is normally perceived as a threat to financial performance and provide valuable contrasting evidence.

Article
Publication date: 7 August 2023

Ambareen Beebeejaun and Pramod Kumar Bissessur

Shareholder activism is gaining popularity across the globe especially in today’s context where the option of giving up and selling shares to exit the company has become obsolete…

Abstract

Purpose

Shareholder activism is gaining popularity across the globe especially in today’s context where the option of giving up and selling shares to exit the company has become obsolete. Hence, the purpose of this research paper is two-fold, firstly, to investigate the extent to which the minority shareholders of companies listed on the Stock Exchange of Mauritius adopt and make use of the various tools of activism; and secondly, to compare the UK laws on shareholder activism with that of Mauritius.

Design/methodology/approach

To achieve these objectives, this study adopted the qualitative research method. Primary data was collected by conducting a survey on minority shareholders of Mauritian listed companies to figure out the extent to which they resort to activism tools, while secondary data was collected through a qualitative legal, document and content analysis to scrutinise regulatory provisions and existing literature on the researched topic.

Findings

The results show a moderate implementation level of shareholder activism by the minority investors in Mauritius although it was noted that minority shareholders are more likely to resort to the internal tools of activism rather than external methods. Further to the comparative study conducted, this research recommends a more active participation of the Mauritian regulatory bodies, amendments to the Mauritius Code of Corporate Governance and Mauritius Companies Act and the establishment of a commission responsible for overseeing the exercise of shareholders’ powers and promoting derivative lawsuits among minority shareholders.

Originality/value

Few researchers like Beebeejaun and Koobloll (2018) analysed shareholder activism through the lens of corporate governance with the view of providing recommendations to bring amendments in the Mauritian corporate law landscape. However, to the best of the authors’ knowledge, no research has yet been effectuated on the extent to which shareholder activism is practised by the minority investors in developing countries, for which this existing study aims at filling in the research gap.

Open Access
Article
Publication date: 29 September 2022

Kumiko Nemoto

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this…

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Abstract

Purpose

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this study aims to examine Japanese IR managers’ perceptions of the influence of foreign shareholders on Japan’s corporate governance reform and stakeholder-based system. The paper examines tensions, conflicts and collaborations among different stakeholders involved in corporate governance changes in Japan, especially in the areas of firm ownership, employment relations and boards of directors. The paper explains why convergence does not happen in some large Japanese companies by investigating Japanese managers’ responses to and perceptions of foreign shareholders in multiple corporate contexts.

Design/methodology/approach

The author conducted in-depth interviews with ten IR managers at large, listed Japanese companies in Kyoto and Tokyo and two managers at foreign investment banks in Tokyo, between 2018 and 2021.

Findings

This paper explores five themes that emerged from my interviews: Chief executive officers’ (CEOs’) mixed perceptions of foreign investors, the effectiveness of CEO compensation and outside directors, managers’ reluctance to accept stock price-driven business strategies, foreign investors’ engagement vs investments in index funds and gender patterns, including the effectiveness of token female outside directors. The Japanese companies the author looked at incorporated foreign shareholders as consultants and adopted a few major shareholder-based customs, such as CEOs communicating with investors, having outside directors, increasing CEO compensation and slimming down unprofitable parts of the business via restructuring and downsizing. Simultaneously, they resisted a few major shareholder-based practices. Foreign shareholders’ pressure revealed tensions and contradictions between the Japanese stakeholder system and shareholder primacy-based customs.

Originality/value

This paper is one of the few qualitative studies that explores Japanese IR managers’ responses to and perceptions of foreign shareholders in corporate governance reform, with a particular focus on ownership, employment relations and board members. This paper provides examples of tension, conflict and cooperation between Japanese managers and foreign investors, as seen through the eyes of Japanese IR managers. Examining changes in Japan’s stakeholder-based system of corporate governance reform enables us to better understand the processes by which, with vigorous pressure from government and foreign shareholders, a non-western country like Japan may adopt shareholder-based customs and how such a change may also lead to institutional changes.

Details

Corporate Governance: The International Journal of Business in Society, vol. 23 no. 3
Type: Research Article
ISSN: 1472-0701

Keywords

Open Access
Article
Publication date: 16 December 2022

Sean Bradley Power and Niamh M. Brennan

Annual general meetings have been variously described as dull rituals for accountability versus entertaining theatre at the expense of accountability. The research analyses…

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Abstract

Purpose

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.

Design/methodology/approach

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.

Findings

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.

Originality/value

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).

Details

Accounting, Auditing & Accountability Journal, vol. 36 no. 9
Type: Research Article
ISSN: 0951-3574

Keywords

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

Book part
Publication date: 19 February 2024

Quoc Trung Tran

This chapter analyzes how the internal environment determines corporate dividend decisions. First, dividend policy is influenced by strategic and financial issues. Corporate…

Abstract

This chapter analyzes how the internal environment determines corporate dividend decisions. First, dividend policy is influenced by strategic and financial issues. Corporate strategies are developed by top managers to achieve firms' missions, visions, and long-term goals while business strategies are designed by middle managers to maintain firms' competitive advantages. These strategies affect corporate dividend decisions through corporate performance and business operations. In addition, many financial characteristics are important determinants of dividend policy. Financial characteristics are classified into three groups, namely performance-related issues (e.g., firm profitability, free cash flow, and stock liquidity), leverage-related issues (e.g., debt ratio, asset tangibility, business risk, and firm size), and investment-related issues (e.g., investment opportunities and firm maturity). Firms with high profitability, free cash flow tends to pay more dividends. Stock liquidity may have a positive effect on dividend payments through lowering costs of equity; however, it may also have a negative effect through weakening the signaling motive. Moreover, firms with high debt ratio, low asset tangibility, high business risk, and small size face higher costs of external financing. Therefore, they have low incentives to pay dividends. When firms have more investment opportunities, they are more likely to restrict dividends and save cash for their investment projects and vice versa. Second, internal stakeholders may influence corporate dividend policy since their benefits are closely related to dividend decisions. Shareholders, directors, the chief executive officer, and employees have different characteristics, positions, and hold various proportions of shares. Therefore, they create pressures on dividend decisions to protect their wealth.

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