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The purpose of this study is to investigate the impact of board diversity on corporate social responsibility (CSR). The aim is twofold; does board diversity has any effect on CSR, do structural and demographic differences between one-tier and two-tier board models may impact this effect?

This paper applies a panel generalized method of moments estimator to a sample of 2,544 non-financial listed firms from 42 countries over the period of 2013–2017.

The findings reveal that board diversity leads to effective CSR. By distinguishing between diversity among boards from diversity within boards, the results display the effects of the specific variables that make up the manner and latter’s constructs within unitary and two-tier board structures. Specifically, this paper reveals that tenure, ideology and educational level (gender and nationality) predominantly appear to drive a firm’s CSR within one (two)-tier boards settings. These results remain consistent when robustness tests are ruled.

The study provides managers, investors and policymakers with knowledge about how among and within board diversity attributes favor the decision-making process around CSR. The evidence is useful for companies in setting the criteria to identify directors who can support their strategic decisions. It benefits, moreover, academics in better understanding firms’ CSR determinants and practices under different corporate board models.

Examining how different sets of board diversity affect firms’ CSR given divergences between one-tier and two-tier board structure is a useful and informative endeavor for all community actors.

Unlike prior studies that identify the limited scope of diversity, the study is the first to examine the effect of broader dimensions of board diversity on CSR under both one-tier and two-tier board settings. This paper provides a contribution to a greater understanding of the impacts underlying board models and different attributes of board diversity on CSR. This new understanding will help to improve predictions of different features of board diversity impacts on decision-making processes around organizational outcomes.

This paper aims to investigate the effects of board model and board independence on corporate social responsibility (CSR) disclosure of multinational corporations (MNCs).

The authors developed an empirical model in which CSR disclosure is the dependent variable and board model (two-tier vs one-tier), board independence (a proportion of independent directors on a board) and the interaction variable of board model and board independence together with several variables conventionally used as control variables are independent variables. The authors collated the panel dataset of 244 Fortune World’s Most Admired (FWMA) corporations from 2005 to 2011 of which 117 MNCs use the one-tier board model, and 127 MNCs use the two-tier board model from 20 countries. They used the random-effect regression method to estimate the empirical models with the data they collated and also ran regressions on the alternative models for robustness check.

The authors found a significantly positive effect of a board model on CSR disclosure by MNCs. Two-tier MNCs tend to reveal more CSR information than one-tier MNCs. The results also confirm the significant moderating impact of board model on the effect of board independence on CSR disclosure. The effect of board independence on CSR disclosure in the two-tier board MNCs tends to be higher than that in the one-tier board MNCs. The results do not support the effect of board independence on CSR disclosure in general for all types of firms (one-tier and two-tier board). The impact of board independence on CSR disclosure is only significant in two-tier board MNCs and insignificant in one-tier board MNCs.

The authors advise the MNCs who wish to improve CSR reporting and transparency to consider the usage of two-tier board model and use a higher number of outside directors on board. They note that once a firm uses one-tier model, number of IDs on a board does not matter to the level of CSR disclosure. They advise regulators to enforce an application of two-tier board model to improve CSR reporting and transparency in MNCs. The authors also recommend regulators to continue mandating publicly traded companies to include more external members on their boards, especially for the two-tier board MNCs.

This paper is the first that investigates the role of board model on CSR disclosure of MNCs.

The chapter aims to clarify the relationship between corporate governance structure and corporate subscription to Global Compact standards. Part one of the chapter looks at the relationship between different models of board governance and active Global Compact participation by publicly listed companies. Part two of the chapter examines a number of external mechanisms aimed at bringing corporate behavior in line with Global Compact principles, and argues that there is a mutually reinforcing relationship between internal governance structures and external provisions aimed at influencing corporate behavior.

Part one of the chapter uses an independent T-test to compare the average (mean) proportion of publicly listed companies from unitary board countries with an active Global Compact Communication on Progress status with the average proportion of publicly listed companies from two-tier/hybrid corporate governance systems listed as active Global Compact participants. Part two of the chapter uses primary and secondary sources to examine external mechanisms operating across national borders aimed at influencing corporate behavior.

The chapter finds that a higher proportion of public companies from countries with two-tier/hybrid corporate governance structures have become active Global Compact participants compared to public companies from legal systems with unitary board corporate governance structures. Part two of the chapter examines the potentially mutually reinforcing relationship between internal governance structures and external mechanisms for modifying corporate behavior.

While external codes and standards such as the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises appear to be influencing corporate behavior worldwide, quantitative data confirming and recording the extent and nature of this influence (if any) remains limited.

The chapter provides useful insights for policy makers and corporate leaders into the relationship between internal corporate governance structures and external codes, standards and guidelines aimed at influencing corporate behavior.

This chapter provides original insights into whether and how internal governance structures can complement and reinforce social standards regarding global corporate citizenship, and the legal guidelines reflecting those standards.

Alternative corporate governance systems (CGSs) have attracted a significant bulk of research recently. While the connection between the adoption of an alternative system (one tier board or two tier board system) and firms’ performances has not been fully analysed yet, the purpose of this paper is to analyse whether companies which have turned into an alternative board system have eventually improved their performance over time.

Using a sample of more than 15,000 Italian unlisted joint stock companies, the authors compare performance outcomes in 2009 of firms adopting alternative systems with performances of firms that maintained the system in force before the 2003 Corporate Law Reform (defined as “traditional”). Because of the choice of an alternative system (one tier or two tier board) instead of a traditional one is not random, the authors reduce selection bias implementing matching methods and comparing firms that are close in terms of propensity score measured in 2003 (the year before the new CGSs have been introduced by a corporate law reform).

The authors do not find evidence of a significant improvement of performances in 2009 concerning those firms that have adopted a one tier or two tier board systems with respect to those which maintained a traditional one.

The novelty of the study concerns the application of propensity score matching for the evaluation of the impact of the change of the CGS that is possible in presence of two conditions that are all verified in our setting: first, to have a country where corporate law allows for choosing among different systems; in this case Italy is a good laboratory, because it allows for the choice among three different systems; and second, to have the opportunity to evaluate the effect of the change in light of a relatively recent “pre-treatment” condition; this is made possible by the fact that before the 2003 Reform of corporate law all the companies had a traditional system.

In this chapter, we explore the legal framework of AGMs in seven Member States (Austria, Belgium, Germany, France, Ireland, the Netherlands, and the United Kingdom) of shareholder decision-making rights. We find that, since only a small part of the decision-making rights is harmonized at the European level, there are numerous differences in shareholder rights among national laws. These decision-making rights are usually about the topics director (re-)elections, pay matters, share capital, amendments to articles of association, annual accounts, etc. To be able to conduct empirical research in the remaining chapters, we develop a categorization framework of 15 voting items.

“All things are in a constant state of change”, said Heraclitus of Ephesus. The waters if a river are for ever changing yet the river endures. Every particle of matter is in continual movement. All death is birth in a new form, all birth the death of the previous form. The seasons come and go. The myth of our own John Barleycorn, buried in the ground, yet resurrected in the Spring, has close parallels with the fertility rites of Greece and the Near East such as those of Hyacinthas, Hylas, Adonis and Dionysus, of Osiris the Egyptian deity, and Mondamin the Red Indian maize‐god. Indeed, the ritual and myth of Attis, born of a virgin, killed and resurrected on the third day, undoubtedly had a strong influence on Christianity.

Asian economy in transition is facing great deal of challenges, so its corporate governance. This paper investigates the dominant corporate governance models practiced under the liberal market capitalism, cooperative capitalism, collective capitalism and the state capitalism across the continents and proposes conscious governance approach for Asia and emerging economies.

The paper explores and compares Anglo-American and Continental European corporate governance models. The report further investigates the development of corporate governance across Asian publicly listed companies, state-owned enterprises, small and medium enterprises and other privately held large enterprises, and raises questions and concerns and derives conclusion.

The Asian experience of imposing Western corporate governance models is more of a simplification of tasks based on political, cultural and globalization needs rather than the regions’ economic, financial and social development reality.

The unique proposition of conscious corporate governance aligns corporate governance practice with Asian socio-economic transition vision and helps with further development and reforms.

The paper adds to the existing efforts and triggers a fresh view to the Asian and emerging economies corporate governance research and strategy.

Social factors can shape economic decisions. Corporate governance (CG) studies and guidelines usually neglect that the chief executive officer (CEO) and board members may be socially tied. This study investigates the effects of social ties between the CEO and board members on earnings management (EM).

The authors run a series of regressions using a sample of Brazilian companies listed on the Brazilian Stock Exchange [B]³ between 2011 and 2017 to assess the effect of the social ties between the CEO and board members on EM using a social ties index. The authors also employ five robustness tests to verify the consistency of results, including alternative proxies of EM and social ties and an estimation using fixed effects.

After developing and computing a social ties index between the CEOs and members of the board of directors (BD) and the fiscal council (FC), the study’s findings indicate that a significant level of social ties between the CEO and BD has a negative impact on EM. However, for FC members, the authors found non-significant results.

Unlike previous studies, the authors built a social tie index (STI) from five elements of social ties assessed in an environment with a two-tier board system. Results show that elements of social interactions and personal relationships can benefit the company, as a CEO's level of social ties with the BD reduces EM practices.

In the first article in this series Dr Vollmer, Labour Attaché at the Federal German Embassy in London, described the German system of worker participation and representation on supervisory boards and works councils. The article was entitled The German Model, 1973. We opened our series with this article because it is the most lucid and comprehensive account of the German model we have yet come across and it has the stamp of unimpeachable authority. However, that article was, and was intended to be, an idealised account of the system by an enthusiast for it. We invited Mr Dewi‐Davies Jones, a British authority on industrial relations in Europe, to comment on Dr Vollmer's idealised account from two points of view: is there a gap between Dr Vollmer's account and the way it works out in practice; and what, if any, are the obstacles to the adoption of the German model in Britain?

This paper aims to investigate the impact that governance mechanisms have on European Union ‘banks income smoothing behavior.

The authors examine the impact that corporate governance mechanisms included in European Commissions’ proposals regarding the improvement of corporate governance mechanisms (Green Paper) have upon European Union banks’ accounting policy decisions regarding the level of loan loss provisions (LLPs). In addition, the authors examine whether banks’ capital structure operates as an effective internal corporate governance practice. The authors investigate the association between certain corporate governance characteristics and the level of LLPs for a sample of 98 banks from 23 European Union countries for the period of 2010-2013, in the aftermath of the 2008 financial crisis. To test the hypotheses, a multivariate regression model is run. Similar to previous research, the authors use ordinary least squares analysis to test the results.

Empirical findings provide evidence that there is a positive association between LLPs and accounting income, implying the existence of an income-smoothing pattern of provisions. In addition, the results suggest that banks managers’ decision to smooth income may differ with regard to the board structure, the level of leverage and the provision of disclosure for remuneration for chief executive officer.

The findings of this study contribute to the existing literature concerning banks’ income smoothing behavior. These findings can be useful to regulators, as the authors provide some evidence regarding the effectiveness of the European Union corporate governance framework.