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This chapter analyses how corporate governance codes in Europe approach CSR, devoting specific guidelines or recommendations or specifying the responsibility of implementing and disclosing CSR in the company.

Content analysis have been used in a sample of 27 corporate governance codes of 27 European countries, issued in the European Union (EU) and United Kingdom (UK), issued by governments (seven codes), national stock exchange (eight codes), industrial associations (six codes) and composites (six codes).

Only five out of 27 codes make and explicit reference to the term Corporate Social Responsibility (CSR). Two of them reflect the importance of a CSR Report (Slovenia and Spain), whereas the Spanish Code was the only code which devoted a section to the implementation of a CSR policy.

Although corporate governance codes could represent an opportunity to shift the focus from an implicit CSR approach to an explicit CSR approach in Europe, the truth is that content related to the issue and its level of specificity does not reflect that change yet.

Previous literature has not focused on the analysis of corporate governance codes from a CSR perspective, so the chapter is relevant for policy makers when it comes to updating corporate governance codes.

Purpose – The objective of this paper is to examine how state-owned entities (SOEs) engage with the requirements of the corporate governance code in an African developing economy (Mauritius).

Approach – A content analysis of the annual reports of SOEs and National Audit Office (NAO) reports is undertaken. This is supplemented by semi-structured interviews with relevant directors and regulatory bodies.

Findings – We report a substantial non-implementation of the code and identify several impediments to the transposing of the corporate governance model to the state-owned entities. The salient issues relate to the inadequate definition of SOEs in the code, the different conceptualisations of ownership and accountability, the influence of political rivalries and the low level of financial accountability in SOEs. We also consider our findings in relation to the theoretical perspectives of ‘efficiency gains’ and ‘social legitimation’.

Originality/value – Very few studies have looked into the applicability of codes of corporate governance in SOEs. In spite of the prominence of SOEs in many African developing countries, empirical evidence on corporate governance implementation in such entities has been scant.

Recommendations/implications – The findings are of relevance to policy-makers and regulators who seek to rely on mainstream corporate governance principles and practices to enhance the accountability and transparency of SOEs. Key enabling conditions for corporate governance implementation involve a depoliticisation of board appointments and a redefinition of the accountability relationships between SOEs and their ultimate owner (i.e. elected representatives and taxpayers).

This study aims to explore the quality of corporate governance disclosure under an “apply and explain” regime in the context of an emerging economy (Mauritius), following a transition from the traditional “comply or explain” approach within the national code of corporate governance.

The research relies on a content analysis of corporate governance disclosure in 86 annual reports of companies listed on the Stock Exchange of Mauritius for the financial periods 2018–2019 and 2019–2020, one-way analysis of variance tests and draws on the typology of corporate governance explanations developed by Shrives and Brennan (2015), focusing on specificity, location and comprehensiveness dimensions. This paper draws on legitimacy theory and the concepts of substantive and symbolic disclosures to guide the interpretation of the findings.

From a specificity point of view, the disclosure index revealed significant variations, with the highest score being four times the lowest score. With regards to location and comprehensiveness, only around half of companies are making optimum use of a corporate governance report and providing explanations by principles. This paper also illustrated how some firms provided symbolic disclosures. Overall, there are disparities in the application of the code by companies, reflected in a blend of substantive and symbolic disclosures to maintain their legitimacy.

This study examines “apply and explain” disclosures in a emerging economy in contrast to the “comply or explain” approach studied so far in the literature. Merely professing a “well intended” shift to the “apply and explain” approach does not necessarily lead to improvements in the quality of corporate governance disclosures. Companies, governance professionals and regulatory bodies could formulate disclosure guidance to better underpin the implications of the “apply and explain” approach.

The purpose of this paper is to assess whether ownership concentration, leverage and demand for equity financing is associated with internal corporate governance quality. The paper focuses on dimensions of governance quality that are related to financial reporting quality.

The authors measure internal governance quality by an indicator variable that takes on higher values depending on whether a company has an audit committee, has a sufficient number of audit committee meetings during the year, has financial expertise on the audit committee, has an internal auditing function, a risk management function, a code of conduct and whistle blower provisions in the code of conduct. The sample consists of 91 Swedish listed companies of which 39 companies had to follow the Swedish Corporate Governance Code. The development of hypotheses is based on agency theory. Ordered logistic regressions are used to test the hypotheses.

The paper finds a strong negative association between leverage and the internal governance quality score for companies that do not have to follow the Corporate Governance Code. The paper also finds a positive association between the governance quality score and dispersed ownership among companies that have to follow the code.

The negative association between leverage and governance quality is opposite to the typical agency theory prediction. A number of other studies have also documented negative or insignificant associations with leverage in related settings. The research suggests there is a demand to develop theories related to leverage and the implementation of governance characteristics beyond the typical agency theory based predictions.

The results raise the question whether lenders more actively directly or indirectly should influence the governance quality of borrowers.

Based on the conjecture that governance quality increases with the number of governance elements, the paper studies a governance score that is built up by several elements of good corporate governance. Furthermore, the authors study a setting dominated by voluntary choices of governance quality, which makes it possible to study supply effects.

The purpose of this paper is to comparatively analyze the corporate governance codes of transition economies, particularly five Eurasian Economic Union (EAEU) members (i.e. Russia, Belarus, Kazakhstan, Kyrgyzstan and Armenia). Specifically, the convergence or divergence of these countries’ corporate governance codes among themselves as well as relative to the best practices of the UK Corporate Governance Code (UK Code) and the OECD Principles of Corporate Governance are investigated.

Initially, the existing literature on corporate governance with special focus on transition countries is reviewed. Afterwards, benchmarking the international best practices, based on main chapters and contents, the corporate governance codes of all countries in the sample are analyzed.

The paper finds that even though some principles of the corporate governance codes of the countries in the sample differ in some aspects, they do converge to some extent. However, high misalignments between the UK Code and the OECD Principles and the codes of selected countries in some aspects were found.

The conclusion and implications of the study characterize the corporate governance of selected developing countries; thus, they might not be generalizable to other countries.

The codes of the countries in the sample should be revised, and more specifications regarding the stakeholder, board structure, its subcommittees, independence, diversity and transparency issues need to be addressed.

The paper comprehensively analyzes the contents of corporate governance codes of transition countries; from both practical and academic point of view, it was important gap that needed to be fulfilled.

This study focuses on the evaluation of the introduction of international corporate governance codes such as Combined Code (UK) and King Report III (SA) in the Greek publicly listed enterprises. This research is based on a case study analysis of six publicly listed enterprises (three of them are traded in the high capitalization index and another three in the medium‐low capitalization index of the Athens Stock Exchange). The main purpose of this paper is to examine the extent of international corporate governance codes impact in the relevant local laws and regulations, as well as the adopted best practices.

Qualitative research is carried out to address the research topic, using primary and secondary data. The primary source of this study is the professional experience of the author in the field of corporate governance within publicly listed enterprises, whereas secondary sources are the international corporate governance codes, Greek corporate governance laws, regulations and best practices, books, working papers and published articles.

Although certain parts of international governance codes requirements have been applied by a number of Greek publicly listed enterprises, there is a long way to go to achieve best practice. The reason for this is the typical, however not substantial application of international governance codes requirements.

Research is proved to be very useful as it describes a gap analysis in the application of international governance codes in the areas of corporate governance, internal and external auditing, as well as the regulators therefore making it easier to identify potential areas for improvement.

The purpose of this article is to explain under what circumstances firm-level adoption of codes of good corporate governance will more likely be superficial rather than substantive in nature. The article contains lessons for any agency or country that attempts to implement deep and lasting changes in corporate governance via codes of good corporate governance.

The article reviews the literature on compliance with codes of good corporate governance and develops a conceptual model to explain why some firms that have formally adopted a code of good governance decouple this policy from its actual use.

Decoupling in response to the issuance of codes of good corporate governance will be more attractive to firms and also more sustainable under the following conditions: firms’ compliance costs are relatively high firms’ costs of outright and visible non-compliance are relatively high and outsiders’ compliance monitoring costs are relatively high.

The article contributes to the debate on compliance and convergence and provides policymakers with a conceptual framework for assessing the likelihood of successful regulatory change in corporate governance.

The paper seeks to analyze to what extent the contents of corporate governance codes of countries in the European Union are driven by external (internationally accepted corporate governance best practices) or domestic (institutions, culture, etc.) forces.

The paper compares the contents of codes with the priorities set by the European Commission with respect to modernising company law and enhancing corporate governance in the European Union.

The analysis shows that the majority of the codes of the European Union countries are not in full accordance with the priorities of the European Commission. This may reflect that codes are driven by both external and domestic forces. Whether there is a difference between Western European and Central and Eastern European countries in this respect is also investigated, but no difference, at least at the aggregate level of the codes of both groups of countries has been found.

The analysis excludes five (prospective) European Union members. The analysis does not provide a comprehensive overview of domestic determinants of why codes of individual countries diverge from the European Union communication. Future research should systematically explore whether and to what extent domestic forces are indeed determining the contents of codes and, if so, which country‐specific forces have an impact on establishing code contents.

This paper is the first comprehensive attempt to analyse the contents of corporate governance codes. Such an analysis is important to understand the underlying forces that shape the diffusion of codes and their contents.

Purpose of this paper – This study investigates compliance with the corporate governance code in an African developing economy (Mauritius).

Methodology/approach – We examine the annual reports of 41 listed companies to assess the extent of compliance with the code and to analyze the wording of compliance statements. We also carry out in-depth semi-structured interviews with selected company directors to understand the reasons for compliance (or non-compliance).

Findings – Initial findings indicate a reasonable level of compliance with the more visible requirements of the code but noteworthy non-compliance also emerges, particularly in relation to the low number of company boards being chaired by independent directors, to uncertainties on the actual operation of board committees, and to the widespread non-disclosure of directors’ remuneration. Furthermore, compliance statements were found to be vague, ambiguous, or even inconsistent with the extent of compliance disclosed in the reports. We believe these are indications that many of the companies are adhering selectively with the code to project an image of symbolic compliance. Our in-depth follow-up interviews with directors largely confirm this behaviour of selective compliance.

Research implications – We suggest that the pursuit of legitimacy as an operational resource – rather than efficiency-led rationales – emerges as a potential theoretical explanation for the adoption of the corporate governance code in Mauritius.

Originality /value of paper – We bring evidence on how the corporate governance code is being understood and rationalized in a developing economy. We rely on a combination of annual report disclosures, compliance statements, and interview data to investigate corporate governance compliance.

The purpose of this study is to provide for critical literature on the legal aspects of corporate governance and their application in Mauritius. The drawbacks of having the principles in the form of a non-binding code are discussed, and a case is made to consider their enshrinement in laws such as the Companies Act 2001 to render them legally enforceable for the good health of companies in Mauritius.

A doctrinal legal methodology has been adopted to assess the effectiveness of the principles of the 2016 Code of Corporate Governance of Mauritius. Legislations, legal texts, case law and regulations are used to conduct this assessment. In addition, a black-letter approach is taken while discussing the enshrinement of the principles in the Companies Act 2001 of Mauritius. The doctrinal methodology is further supported by a qualitative analysis of the principles of corporate governance based on existing legal literature, which emphasises their relevance and importance.

The principles of the 2016 Code of Corporate Governance are no doubt a progress over the former 2004 Code in various aspects, aligning the Code with the requirements of the OECD. However, there are still certain loopholes that have been highlighted. In addition, the extent to which these principles are reflected in the Companies Act, which is the primary legislation for companies, has been found to be lacking and inadequate.

This paper is, to the best of the author’s knowledge, the first legal literature concerning the Mauritian legal framework on corporate governance. This is relevant because the country has recently experienced corporate collapses, which could arguably have been avoided with the application of the principles of corporate governance. As such, the paper will present a case study that can be used as a reference for future research on the enforceability and justiciability of these principles.