Search

Per l’Agenda 2030 delle Nazioni Unite sullo sviluppo sostenibile (2015) l’adozione delle best practices di corporate governance (CG) è un fattore chiave di comportamenti sostenibili delle imprese al fine di accrescere ricchezza e resilienza dei sistemi economici mondiali. In aggiunta, l’approccio ESG (environmental, social, governance) sta assumendo crescente importanza nella gestione delle imprese italiane. E tuttavia, l’adesione ai principi del Codice di CG da parte delle imprese italiane quotate sembra essere più formale che effettivo in varie aree, generando comportamenti di box-ticking e box-checking ai principi del Codice (quelli più facilmente applicabili e verificabili), rispettivamente da parte di operatori e di supervisori. Questo studio contribuisce a evidenziare il gap tra compliance effettiva vs formale su un campione di società finanziarie italiane quotate, considerate “campioni” nella CG.

Copyright of Moneta e Credito is the property of Associazione Economia Civile and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The german continental model of corporate governance is long term oriented satisfying the different interest of stakeholders-the state, the employees, the society in general and the anglo-saxon model is short term oriented to the purpose of creating value for the shareholders of the company. The research and development objective are corelated with the objective of german model of stakeholder value or of the objective of the anglo-saxon model of shareholder value. We use Eurostat data for European countries for regression analysis to find the relation between gross domestic product as measure of economic growth with the general expenditure for research and development for businness, goverment and academia. We analyse if fixed effects or random effects are more appropriate for our model. The regression analysis shows that the fixed effects model fitts better to our research model.

Nell’articolo si affronta il tema dell’autovalutazione dell’organo gestorio, al fine di soffermarsi sulla funzione che assolve e sui principali problemi che pone. Preliminarmente, si delinea in modo sintetico il quadro delle esperienze di altri ordinamenti giuridici, tentando di enucleare le tendenze comuni, gli elementi di difformità e il maggiore o minor grado di dettaglio delle regole dettate da ciascuno dei sistemi esaminati. Si focalizza poi l’attenzione sulla previsione che assume rilievo ai fini dell’analisi: l’art. 4 del Codice di Corporate Governance di Borsa Italiana. Infine, si esaminano alcune delle possibili conseguenze che derivano dall’autovalutazione dell’organo gestorio, ritenendo opportuno dare un rilievo concreto dei relativi esiti come metro di giudizio sull’operato degli amministratori.

After acknowledging that one of the key factors that contributed to the Great Financial Crisis were the failures by banks in their Corporate Governance, standard-setting bodies have reinforced banks governance standards in order to reduce the shortcomings observed during the crisis. In March 2020, the Bank for International Settlement issued the paper “Bank Boards – a review of post-crisis Regulatory approaches” that, taking stock of specific aspects of the post-crisis Regulatory approaches used in 19 jurisdictions to strengthen Board oversight at banks, reviews the “Fitness and Propriety” assessment that these jurisdictions use to ensure that bank Board members are suitably qualified. Investigating the empirical evidence provided by scientific literature on the relationship among Corporate Governance and the profitability of the banks during the Great Financial Crisis, the results of this paper support some of the choices made by the Regulators to enhance the banks’ Corporate Governance in order to mitigate similar risks that banks could face subsequently.

The main objective of this research paper is to examine the impact of board size and ownership concentration, representing corporate governance mechanisms, on agency costs in large Croatian companies. Furthermore, debt financing and firm growth are examined because those variables also have impact on agency costs. Agency theory defines a framework for the potential issue of the separation of ownership and management as well as for the conflict between stakeholders (principals) and managers (agents). The most significant principal-agent problems are agency costs, but they do not have a directly quantifiable value; hence, in this research paper, the asset turnover ratio is used as the approximation. Therefore, this research will empirically test the significance of the impact of board size, ownership concentration, debt financing and firm growth on agency cost in the observed period from 2014 to 2018 using panel data analysis. This research was conducted with large Croatian companies using data and information from official annual accounts primarily to ensure objectivity, standardization and comparability. Specifically, the analysis was conducted on 219 companies operating in two main categories of economic activity: Manufacturing (C) and Wholesale and retail trade (G). The results indicate that board size has a significant but negative impact on agency costs. The results also indicate that debt and growth have a significant and negative impact on agency costs. Ownership concentration was not found to have significant impact.

Corporate governance is a topical subject interrelated with many other concepts such as financial performance and earnings management and also a topic of real interest especially to shareholders and potential investors, but also to other stakeholders. The advantages attributed to corporate governance (maximizing global and long-term financial performance, increasing transparency and investor confidence) are the impetus for carrying out the present paper by asking a question related to approaching the concept in our country and, more importantly, the extent to which the principles of corporate governance are applied practically. The specialized literature in Romania has been dealing intensely with the subject in recent years, both through theoretical and empirical studies. The present empirical research is carried out among the companies listed on the regulated market of the Bucharest Stock Exchange in 2017 for which we analyzed the Statement on compliance with the provisions of the Corporate Governance Code issued by the Bucharest Stock Exchange.The results show that 40% of the analyzed companies apply more than 75% of the principles of the Code regarding the responsibilities of the board of directors, the risk management system and the internal control, to the just reward and motivation and last but not least, to the relationship with investors, to transparency. Moreover, 66% of the analyzed companies apply over 50% of the principles. Comparing the results obtained with the results of other studies from the past, we appreciate a positive evolution of the corporate governance in Romania, obtaining for 2017 an average compliance score of 58% with growth prospects, considering the mentions regarding the implementation process of certain criteria stated by some companies. However, at EU level, Romania occupies the last positions in some aspects regarding corporate governance according to indicators published by the World Economic Forum.

In this paper I want to present the place and role of risk management within an organization in corporate governance. Thus, the risk management of an organization consists of defining the risk, identifying and evaluating the impact and probability of materialization and, subsequently, establishing appropriate ways to manage the significant risks. According to some authors, the risk management of an organization is among the newcomers in the context of the concept of corporate governance, which brings a holistic perspective, as an integrating factor of the parts of a whole, which is the organization. At the same time, it can be emphasized that, according to the standards regarding strategic risk management, risk management should become an integrated part of the way any organization works; and in other ideas, being the basis of management approaches, it should not be separated from the daily activities of any organization. In corporate governance, in any entity, risk management is necessary because both in the company and in the environment in which it operates, there are uncertainties about the nature of the threats in achieving the objectives, or the nature of the opportunities. Any manager must pose the problem of managing the threats, because, otherwise, not reaching their objectives, they would be disqualified, or to take advantage of the opportunities for the benefit of the organization, proving their efficiency. If uncertainty is an everyday reality, then the reaction to uncertainty must become a permanent concern.

Within an economic entity, regardless of its organizational form, public or private, different interests are manifested between managers and other stakeholders. Corporate governance deals with the way in which these interests can be harmonized to make work more efficient by using equitable distribution of rights and responsibilities between all stakeholders. All corporate governance requires trust-based relationships between all structures and various stakeholders. In the context of globalization and internationalization of economies, in order to effectively attract the financial and intellectual capital needed for the sustainability of a business, corporate governance mechanisms must be based on gaining the trust of all stakeholders. A healthy business environment focuses on providing information in a transparent and faithful way, and in the business environment the existence of good corporate governance is significant as importance in improving the capacity of an organization to create value. These goals require a climate based on accountability, fairness, transparency and efficiency, where ethical principles should govern behaviours spread throughout the entity. Starting from these goals, the empirical research aims to identify the effects generated by corporate governance in terms of the evolution of foreign direct investments in Romania. These goals requires the existence of entities in which management and control processes are adequate, giving them a high level of transparency and credibility in dealing with capital owners, investors and other stakeholders. The research has reconfirmed that the proper governance of an entity can only be achieved by knowing and applying corporate governance principles, rules and practices with responsibility. According to corporate governance theories, if they are well-known, understood and applied, they can increase the credibility of entities, better and faster access to capital markets, capital costs reduction, efficient use of resources, sustainable business development, and, also, a healthy economic environment. In order to achieve the public interest, new challenges and trends, it is important for management and control systems to reconfigure the objectives in which the achievement of global performance has implications for social responsibility and environmental protection.

Undertakings in difficulty, having exhausted all market options, may resort to State aid to rescue and/or restructure its operations in order to return to viability. the author looks closer into the opportunity for such undertakings to change within so as to abandon practices which may have represented at least one of the roots of the deficiencies leading them to difficulties. The stringent rules of rescue and restructuring of firms in difficulties provide a second chance to restore their business, account of debts, take stock of actions and potentially rise again. Yet, the overall restructuring given as a second chance by the State aid and the role of the state, should not present a carte blanche for old policies and approaches to be repeated with the taxpayers’ money. The restructuring should also be a stock-taking opportunity, an internal scrutiny where the corporate culture and the governance of the undertaking changes as well. There should be room to (re)consider corporate governance and audit of corporate culture as elements of restructuring process as well as restructuring plans, to prevent the undertaking on the receiving end of State aid to lapse again. Being given a second chance, applying practices and exercising behaviour that (may) have lead the undertaking to its difficulties, is not a guarantee of successful restructuring and return to viability but may, indeed, represent an internal subjective peril to the objective restructuring goals to be achieved. Hence, the author explores whether non-tangible elements such as an enhanced corporate governance and change of corporate culture, should be introduced as mandatory in the course of undertaking restructuring. The author does not probe into corporate governance and corporate culture as such, but perceives them as welcoming factors to achieve the desired outcome of restructuring aid, namely a successful return to viability using restructuring aid.

Business law is highly influenced by its political, social and, of course, economic surroundings. This is in particular true with respect to the socalled »Berlin Republic«, the socio-political context that emerged post-German-reunification. After 1990, German business law, which originated from the comprehensive codifications carried out in the late 19th century, was exposed to the forces of globalization and Europeanization and the dawn of the digital age. This article examines how jurists of different rofessions, that is, legislators, judges, lawyers and scholars, gradually re-shaped the traditional landscape of national statutory law and case law in times of global commerce, competition and communication.

In recent years the view consensus is that gender diversity in corporate boards is an important goal of the economic community. This opinion is based on two primary claims. The first is that diversity provides equal opportunities in the labour market. The second increasingly common claim is that diversity will improve organizational processes and firm performance. The law can play a fundamental role for the achievement of a satisfying gender balance in the allocation of the apical roles of the targeted companies. However, the legal solutions that can be adopted to achieve this goal vary substantially, either from the point of view of the technique adopted by the relevant legislators or as to the substance of the regulation, which depends on the selection of the targeted entities, their specific obligations and the tools that they should adopt to fulfil them. [ABSTRACT FROM AUTHOR]

In a highly competitive economy, driven by globalization, the abundance of digital information and communication facilities, the investor directs its capital to those companies that promise added value of the invested capital. Even so, companies seek to obtain favorable terms of financing by rendering sensitive the investors. To achieve their goal, they must provide information about their financial and non financial performance with sufficient regularity to meet the information needs of actual or potential capital bidders in decision making. Financial communication through standardized annual statements of financial reporting in the context of corporate governance is no longer sufficient. The organization has more resources than those included in its balance sheet, capable of attracting huge benefits, but which do not meet the criteria for recognition in the financial statements. It requires, therefore, a voluntary disclosure of information on intangible resources, which are key factors in creating future value for both the organization itself and the industry it is part of. The reports of intellectual capital can effectively complement the shortcomings of the traditional model of accounting and financial reporting. In our paper we wanted to analyze financial communication in the context of corporate governance, presented through financial statements, reaching the intellectual capital reporting practices, as a means to improve communication of the organization with the outside. In this sense we presented two examples of good practice of two service companies (consultancy and design) that publish annually intellectual capital reports. To alleviate the negative consequences of non-recognition of intangible assets in the financial statements, we are for the voluntary disclosure of information on intangible assets in the intellectual capital reports, annual reports, those regarding corporate responsibility, or at least in the explanatory notes of the financial statements.

The aim of this research is to examine the role of state ownership in corporate governance and firm performance. We employed ordinary least squares and two-stage least squares regressions to analyze the effects of state ownership on firm performance. We go beyond existing research on state ownership by carefully disentangle investment objectives of state-controlled financial institutions. Such state ownership can be classified as profit-oriented and non-profit-oriented, in which the former consider return on investment to be the primary investment objective, whereas the latter prioritizes socio-economic development. We found that profit-oriented state ownership is an effective corporate governance mechanism and provides political patronage to the firm in the form of firm’s specific resources and credit financing. Although nonprofit-oriented state ownership firms also receive similar political patronage, they tend to be associated with inefficiencies such as the free-rider problems, bureaucracies and political intervention in firm management. We conclude that state ownership consists of heterogeneous entities with respect to corporate governance and firm performance.

This paper is about the principles of proper governance codes, which even tough have blossomed in all parts of the world for more than a decade, the degree in which companies adopt the codes vary in different countries, and the decision to adopt a certain code does not automatically guarranty efficient corporate governance. The paper trys to identify the mechanisms needed for implementing the codes and that will lead to higher efficiency.

According to the Organization for Economic Cooperation and Development - OECD, corporate governance is the system by means of which companies are managed and controlled. In 1999, were published the OECD Principles of Corporate Governance, these being currently recognized as one of the 12 pillars of international financial stability. The OECD principles served as a reference point for compiling a collection of national corporate governance codes. They focus mainly on the companies listed on regulated markets, although they also cover issues related to companies that have a big number of shareholders but are not listed. These principles refer to: the rights of shareholders and their protection, the equitable treatment of all shareholders, including the minority and foreign shareholders, the role and rights of stakeholders, the transparency of information and its prompt dissemination, the responsibilities of the Board of Directors and of the executive management.

Corporate equity structure, whether is in a market-based system like US or a bank-based system like Japan is prone to changes due to foreign investment. Protection from outside investors varies greatly around these systems. Where protection is good, market-based systems flourish. These systems have certain advantages as they appear to foster innovation and to encourage the release of capital from declining industries. Bank-based systems may be better suited to established industries. These systems also help protect individuals from direct exposure to stock market risk. But, no matter the system, agency problems are inevitable. The paper looks at the past changes of the Japanese corporate ownership composition under the influence of foreign investment.

The European Union is currently affected by the financial crisis that spread internationally. The member states face difficulties such as price volatility, uncertainties, liquidity issues, cases of bankruptcy, increased unemployment rate, and decreasing GDP. The present paper analyses the challenges faced under these new circumstances by the European companies and their stakeholders. By taking into consideration the threats and weaknesses faced by firms and other interested parties, we emphasize the importance that transparency and communication among companies and their stakeholder have in overcoming financial difficulties.

The study of corporate governance requires not only the knowledge of economic, financial, managerial and sociological mechanisms and norms, but it must also incorporate an ethical dimension, while remaining aware of the demands of various stakeholders. The interest towards good governance practice is very present in the company laws of many countries. National differences may lead to specific attributes derived from the meaning that is given to the role of competition and market dispersion of capital. Based on a research consisting of a critical and comparative perspective, the present contribution is dominated by qualitative and mixed methods. In conclusion, it can be said that a market-oriented corporate governance model, though not part of the European Union’s convergence process, may very well respond to the increasing importance of investors’ rights and to the gradual evolution of corporate responsibilities, beyond the national context, with the aim of ensuring market liberalization.

The purpose of this research is to analyze the corporate governance information disclosed by Romanian listed companies on the internet, with the objective of assessing the extent and the influence of several corporate characteristics on the level of infor

The companies’ sector in Romania experienced a positive development after 1990, especially concerning their number, as a result of private initiative and privatizations. The prevalence of SMEs in the companies’ sector is obvious, and their number increased 3.4 times after 1992, to a amount of 431135 at the end of 2005. The banking system reform was started in 1990 with the creation of a two-tier bank system. The drastic structural changes that took place between 1998 and 2000 reflected two major events: the crisis and eventual collapse of several state-owned and private banks and the privatisation drive, both resulting in a cleaner and more solid banking system. In 1996, the mass privatization program contributed at the appearance of a large number of individual shareholders to all state companies and consequently was achieved the settlement of a over the counter market called.