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The purpose of this paper is to compare and contrast the corporate governance standards of Cyprus, Russia, and Kazakhstan to those of the UK to facilitate investment decisions. The paper aims to discover governance gaps creating a potential for alignment to UK standards.

The paper is a qualitative case study of four countries based on the OECD criteria of 118 corporate governance measures.

The findings indicate that the corporate governance standards in Cyprus match 92 per cent of the UK standards, Russian standards match 75 per cent, and Kazakhstan ones 63 per cent. The greatest contrast to the UK standards were for Cyprus in the area of disclosure and transparency category, Russia's was in the area of responsibilities of the board, and Kazakhstan's was highest in the two areas mentioned above and low overall.

The paper identifies areas of governance that could be aligned to UK standards. Further research is needed to compare the governance standards of the countries studied to international standards other than those of the UK's.

The paper provides insight on governance for investors in the three countries and aids effective investment decisions.

The paper identifies areas of governance needing regulatory adjustment in the three countries and could influence government and industry policy.

The originality of the paper lies in identifying gaps in governance among the four countries. Thus the paper provides information for investors as to the corporate governance they are likely to experience, and facilitates development in governance regulation.

The purpose of this paper is to provide an overview of corporate governance structures in the UK and Germany addressing the extent to which corporate governance structures may have been a contributory factor to the recent banking crisis. Following a review of shareholder and stakeholder theories of corporate governance and a comparative overview of corporate governance codes in the UK and Germany, the authors aim to provide some country level macroeconomic data and performance related data for a small number of large banks in the UK and Germany.

The paper is structured as follows. It first reviews the existing literature that underpins the stakeholder vs shareholder debate within corporate governance. It then reviews the current codes of conduct and governance structures implemented by UK and German banks. An analysis of the extent to which the banking crises can be attributed to failures in governance is presented and finally some conclusions and recommendations are outlined.

Findings suggest that while corporate governance in banks would appear to have been a significant factor in the recent banking crisis, based on the performance data, it cannot be said that a corporate governance approach based on either shareholder capitalism (UK) or stakeholder capitalism (Germany) is more at fault than the other. However, it is clear that UK and German corporate governance structures were not adequate to prevent the recent banking crisis and only time will tell whether the remedial actions taken have been sufficient. The present findings, in line with those presented in the Walker report in 2009, suggest that the codes of conduct in both countries were not adequate to deal with the complex issues caused by the financial crisis and that changes need to be implemented. The authors fully acknowledge that corporate governance only played a part in the financial crisis and in order to try to stop a repeat of this, the whole regulatory environment in both countries needs to be strengthened.

The main limitation of the study lies with a lack of complex analysis undertaken to support the findings.

The findings from the study suggest that, regardless of the type of governance in operation, current corporate governance rules were not adequate and that a new set of rules is needed in both the UK and Germany. The findings also suggest that the stakeholder/shareholder debate may not be as important as previously claimed and that regulators need to find good governance rules, regardless of theoretical underpinnings.

Governments across the world are currently cutting public spending in an extreme fashion and this is, partly, due to the banking crises. Therefore, poor governance in the banking sector is leading to massive social problems in the real world as governments cut services.

The paper is original as it is the first attempt to discuss the corporate governance failing and the banking crises from a shareholder/stakeholder perspective.

This paper aims to explore the reasons why the USA makes a good comparator for the UK when it comes to corporate governance.

The paper is largely theoretical.

The paper finds that the USA has become a laboratory for ideas in corporate governance and the UK can learn a lot in areas such as takeovers and shareholders’ rights.

The paper explains the reasons why the UK and the USA have dominated research literature in corporate governance. The findings and arguments raised throughout the paper are very original.

The purpose of this paper is to answer two main research questions. First, the authors ask the degree to which the UK corporate governance code has changed in response to both systemic perturbations and the subsequent enquiries established to recommend solutions to perceived shortcomings. Second, the authors ask how the solutions proposed in these landmark governance texts might be explained.

The authors take a critical discourse approach to develop and apply a discourse model of corporate governance reform. The authors draw together data on popular, corporate-political and technocratic discourses on corporate governance in the UK and analyse these data using content analysis and the historical discourse approach.

The UK corporate governance code has changed little despite periodic crises and the enquiries set up to investigate and make recommendation. Institutional stasis, the authors find, is the product of discourse capture and control by elite corporate actors aided by political allies who inhabit the same elite habitus. Review group members draw intertextually on prior technocratic discourse to create new canonical texts that bear the hallmarks of their predecessors. Light touch regulation by corporate insiders thus remains the UK approach.

This is one of the first applications of critical discourse analysis in the accounting literature and the first to have conducted a discursive analysis of corporate governance reports in the UK. The authors present an original model of discourse transitions to explain how systemic challenges are dissipated.

This paper aims to analyse normative corporate governance evolution in the UK between 1995 and 2014 against the benchmark of Organisation for Economic Co-Operation and Development (OECD) regulatory principles.

Methodologically, the authors conduct an empirical, longitudinal data set analysis of the formative years of UK normative corporate governance development between 1995 and 2014. We provide a qualitative discussion of the empirical evidence that links the type of UK regulatory corporate governance development to financial market growth thereby adopting a mixed approach based on quantitative and qualitative research methods.

The authors find that compared to the OECD model of corporate governance, the UK model is less rigid following a more self-regulatory approach based upon a “comply or explain” paradigm. Thus it is scored below corporate governance systems that follow a compulsory implementation model. However, even with such “low” tilt towards formal shareholder primacy norms, the UK has the best performing financial market. As a quasi-empirical study, the authors suggest that there are several historical and economic reasons for this, which together with a robust rule of law in the UK contribute to this performance – and the law especially the type or tilt is less relevant.

This is the first of its kind empirical, longitudinal data set analysis with qualitative elements that links empirical evidence to regulatory developments in the wider context of UK corporate governance evolution.

Companies face a wide number of risks and need to have in place appropriate measures and techniques to be able to identify, manage, and monitor risks. Risk management is a fundamental responsibility of the corporate governance structure of an organization; it means managing all risks on a holistic basis, all together rather than just one, through an appropriate and systematic process. This chapter provides an overview of enterprise risk management in the United Kingdom. It presents key information on the economic system of the United Kingdom, emphasizing the role of small and medium enterprises, and presents country macroeconomic highlights. It provides a summary of regulation, practices, and authorities; it presents the key milestones of the regulation on corporate governance and reporting in the United Kingdom, and stresses the importance of corporate governance mechanism in companies' enterprise risk management practices. Further, it discusses the importance of transparency and disclosure in the context of enterprise risk management, specifically the relevance of risk management and internal control related disclosure in the annual reports and accounts. Finally, it reviews the growing academic research on enterprise risk management and previous studies on risk disclosure practices in companies' reports.

The purpose of this paper is to evaluate the impact of corporate governance reforms in Italy.

The authors argue that the effectiveness of corporate governance can best be assessed with reference to the choices made by management or controlling shareholders. They use the curtailment of earnings management as a desirable and measureable outcome of good corporate governance to assess Italy’s progress since the 1990s. The UK is used as a reference point because it is a European Union (EU) economy of comparable size and there is evidence that its firms managed earnings to a much lesser extent than their counterparts in Italy in the 1990s. A matched sample of UK and Italian firms was used for the empirical analysis.

It was found that in contrast to the situation in the 1990s, firms in Italy do not manage earnings to a greater extent than their UK counterparts after the corporate governance reforms. In addition, firm-level governance has a greater effect on earnings management in Italy than in the UK. The authors attribute this to firm-level governance compensating for deficiencies in national institutions.

The restriction of earnings management is just one positive consequence of good governance. Other positive outcomes require to be studied to form a complete picture of the impact of governance reforms in Italy.

This paper is the first to use an outcome-driven approach to evaluate the impact of governance reforms.

The purpose of this study is to investigate the impact of corporate governance structures on the likelihood of financial distress in UK listed companies. The paper examines the impact of borrowing and corporate governance structures on financial distress likelihood in UK companies.

The study uses a quantitative approach with financial, governance and borrowing measures and data from 270 firm-observations between 2010 and 2018. The study analyses the impact of borrowing and corporate governance structures to indicate financial distress likelihood in British companies. Corporate governance variables such as ownership concentration, independence indicators, chief executive officer duality, director remuneration and corporate loans are considered, as well as the UK Corporate Governance Code.

The results indicate that companies with low ownership concentration and a low degree of independence are more likely to incur financial distress. Larger boards and better director remuneration can reduce financial distress likelihood and the existence of corporate loans can increase this likelihood. Empirical consideration of corporate borrowing is a new contribution to the literature.

Variables are highlighted and aggregated that have not otherwise been studied together; the UK Corporate Governance Code’s main ideas are empirically supported; the study is useful for defining corporate governance structure strategies.

The purpose of this paper is to examine the extent to which corporate board characteristics influence the level of dividend pay-out ratio using a sample of UK small- and medium-sized enterprises from 2010 to 2013 listed on the Alternative Investment Market.

The data are analysed by employing multivariate regression techniques, including estimating fixed effects, lagged effects and two-stage least squares regressions.

The results show that board size, the frequency of board meetings, board gender diversity and audit committee size have a significant relationship with the level of dividend pay-out. Audit committee size and board size have a positive association with the level of dividend pay-out, whilst the frequency of board meetings and board gender diversity have a significant negative relationship with the level of dividend pay-out. By contrast, the findings suggest that board independence and CEO role duality do not have any significant effect on the level of dividend pay-out.

This is one of the first attempts at examining the relationship between corporate governance and dividend policy in the UK’s Alternative Investment Market, with the analysis distinctively informed by agency theoretical insights drawn from the outcome and substitution hypotheses.

This paper aims to investigate the impact of corporate governance on financial reporting quality (FRQ) in Pakistan and the UK.

In this paper, three accrual-based models are used to analyse FRQ for a sample of 1,550 firm-year observations, including 78 Pakistani firms and 77 UK firms, for the period 2009–2018.

The analysis shows that board size has a negative impact on FRQ while foreign ownership has a positive impact for Pakistani and UK firms. It also shows that board independence has a positive impact on FRQ of Pakistani firms, while board meetings frequency and audit committee independence have a negative impact. We make no such observation for UK firms. In addition, the analysis shows that board gender diversity and ownership concentration negatively affect FRQ of UK firms. This study makes no such observation for Pakistani firms.

Due to the study’s focus on Pakistani and UK firms, the findings may not be generalizable to other developed and emerging economies.

The findings provide valuable insight to policymakers, regulators and investors by suggesting that the impact of board composition on FRQ of both Pakistani and UK firms is weak. The findings suggest that board size and foreign ownership are the attributes that require regulatory focus to increase FRQ. The negative impact of audit committee independence on FRQ induces rethinking among the policymakers in Pakistan and calls for fully independent audit committees.

To the best of the authors’ knowledge, this is the first research endeavour to compare the context of a developed and an emerging economy regarding the impact of corporate governance on FRQ. It also contributes to the governance literature by using three measures of FRQ and a comprehensive set of corporate governance attributes.