Italian Corporate Governance and the New Regulatory Strategies for Public Corporations

2007 ◽  
Author(s):  
Eugenio Simone de Nardis
Author(s):  
Anita Indira Anand

This introductory chapter provides an overview of shareholder-driven corporate governance (SCG). SCG is a broad-based analytical concept that refers to the trend in corporate governance whereby shareholders participate in the governance reforms that public corporations adopt. Participation is defined broadly: it does not merely refer to increases in shareholders’ direct voting power; rather, it encompasses reforms that reduce opportunities for managerial entrenchment (boards and management alike) that generally increase the ability of shareholders to become involved in the day-to-day operation of the business. After setting forth the framework for analyzing shareholders’ role in today’s corporation, the chapter outlines the distinctive features of SCG, such as majority voting and proxy access. It also looks at differences in governance regimes across a number of countries and the impact of these differences on shareholders’ interests.


Author(s):  
Tebello Thabane ◽  
Elizabeth Snyman-Van Deventer

Globally, states use state-owned companies (SOCs) or public corporations to provide public goods, limit private and foreign control of the domestic economy, generate public funds for the fiscus, increase service delivery and encourage economic development and industrialisation. Particularly given its unique socio-political and economic dynamics, a country such as South Africa clearly needs this type of strategic enterprise. Yet, that does not mean that everything at our SOCs is as it should be. The beleaguered South African Broadcasting Corporation (SABC) has recently seen the resignation of board members, shareholder interference in its operational affairs, and a high turnover of chief accounting officers and other executive management members. Due to non-performance, it has also received several cash injections from its shareholder to enable it to continue to deliver its services. In addition, the shareholder minister took it upon herself to amend the SABC's memorandum of incorporation, conferring upon herself the authority to appoint, suspend or even dismiss key executive members. South African Airways (SAA), in turn, has had seven CEOs in less than four years, has had to be bailed out at a cost of R550 million, and has in addition been granted a R5 billion guarantee by the shareholder for a restructuring exercise. Other SOCs such as Eskom, the Post Office and Telkom have also experienced high board and executive management turnover, perennial underperformance necessitating regular bailouts, and challenges regarding the division of power between their boards and the various shareholder ministers. Another issue that seems to plague South Africa's SOCs is the appointment of board members and executive officials with questionable qualifications. By critically examining the corporate governance challenges besetting the SABC, SAA and Eskom in particular, this article seeks to explore the root causes of the corporate governance deficiencies of SOCs, and how their corporate governance can be enhanced. It is concluded that the challenges faced by the country's SOCs are twofold: firstly, the SOCs boards' lack of appreciation of the cardinal corporate governance rules, and secondly, the role of government as a single or dominant shareholder, which results in substantial political interference in the running of the SOCs. This dual problem requires a dual solution. To arrest the problem of poor corporate governance in SOCs, government as the shareholder should firstly appoint fit and proper directors, having followed a sound due-diligence process. Once it has established such properly skilled and competent boards, however, government should adopt an arm's-length approach to the affairs of the SOCs as a way of insulating these corporations from political interference


2021 ◽  
Vol 2 (2) ◽  
pp. 84-106
Author(s):  
Maria Khamidullina ◽  
Svetlana Makarova

The article presents the results of a study aimed at determining the nature of the influence of the quality of corporate governance on the dividend policy pursued by companies in the BRICS countries. This relationship is determined based on empirical research on a sample of 122 large public corporations of the BRICS countries (based on 610 observations) for the period from 2015 to 2019. The study uses Tobit, random effects, fixed effects, and OLS. The results of this study show that the quality of corporate governance significantly negatively correlates with dividend payments of companies. This means that companies in the BRICS countries adhere to the dividend substitution model (proposed by La Porta), or, in other words, compensate for the poor quality of corporate governance with high dividend payments. Taking into account the results of the study, in the final part of the article, the main methods of improving the quality of corporate governance are proposed, which can contribute to increasing the value of companies in the BRICS countries.


Author(s):  
Benjamin James Inyang

The paper traced the nascent history of corporate governance system in Nigeria and noted the paucity of literature in the subject. Mainstream issues of corporate governance in the country emerged with the enactment of the Companies and Allied Matters Act of 1990 (CAMA 1990), which established the Corporate Affairs Commission (CAC), and charged it with the responsibility of overseeing the regulation and supervision of the formation, incorporation, registration, management and winding up of companies. The corporate governance codes of both the Securities and Exchange Commission (SEC) and the Central Bank of Nigeria (CBN), gave impetus for the development of corporate governance structure, to ensure transparency, accountability, probity, integrity and fairness in the management and control of the public corporations, and thereby creating value for the shareholders and stakeholders. Major challenges which required urgent attention to enhance the effectiveness of the system were noted thus: making the voluntary codes mandatory; developing more effective mechanisms for monitoring compliance and enforcement; developing strong internal control mechanisms to checkmate the boards oversight responsibility; crafting strategies to enhance shareholders activism and the extension of the codes to state-owned enterprises with more cases of corporate governance abuses.


2015 ◽  
Vol 41 (3) ◽  
pp. 328-342
Author(s):  
Jia-Yuh Chen ◽  
Manish Khadka

Purpose – The agency problem inherent in governing public corporations predicts a management not acting in shareholders’ best interest. The purpose of this paper is to use the Green Bay Packers’ unique ownership structure as a case study to show that a disperse shareholder base does not necessarily lead to failures in corporate governance. Design/methodology/approach – The Packers have been run by a great management team since 1992. The authors argue that the new management has become the de facto owners of the Packers organization and dealt away the agency costs as a result. This argument is in line with the Coase Theorem. Findings – The ownership of the Packers is a property. As would be argued with the Coase Theorem, if the property right is well defined, who controls the property, under certain circumstances, is irrelevant in regard of maximizing ownership value. Research limitations/implications – With only one sample point, the authors, however, cannot rule out the randomness of the Packers’ stellar performance and also the possibility that the new management acts in the best interest of Packers shareholders because they have well-designed employment contracts. Originality/value – Nevertheless, the findings offer a new perspective to the corporate governance literature.


2019 ◽  
Vol 16 (2) ◽  
Author(s):  
Feby Astrid Kesaulya ◽  
Novita Febriany

The purpose of this study is to prove that there is influence of the implementation of good corporate governance to the value of the company. The implementation of corporate governance in this study is represented by the nationality diversity of board of directors and ownership of blockholders. The nationality diversity of the board of directors in this study is represented by foreign board of directors, foreign board of commissioners, and foreign CEO / CFO. This study was conducted on Indonesian public corporations using 363 firm years sample. The results of this study show different results from previous studies. This study shows that the implementation of good corporate governance in the form of nationality diversity board of directors measured using foreign board of directors, foreign board of commissioners and foreign CFO / CEO does not affect the value of the company. In addition, ownership of blockholders also has no effect on the value of the company.


The governance of the modern corporation is broadly understood as the mechanisms, relations, and processes for balancing the interests of stakeholders. It spells out the rules and procedures for decision-making, accountability and transparency, and distributional rights. Corporate governance thus provides the framework in which corporate objectives are set, the means of attaining them, the kind of performance monitoring required, and by whom. In the aftermath of the global financial crisis and large-scale corporate failures, the issue of corporate governance has repeatedly received the attention of policy-makers and the wider public. Extending the study of corporate governance beyond that of listed corporations sheds new light on the overall performance of corporations in market economies. These include small and medium-sized corporations, non-profit organisations and philanthropic foundations, public corporations and public–private partnerships, social enterprises and cooperatives, international organisations, and corporations in cyberspace. A decade after the massive failures in the governance of financial corporations, and with continued governance failures in other parts of the economy since then, this volume takes stock and asks: what has been the performance of corporate governance regimes, and have regulatory changes and corporate governance codes made a difference? What are the strengths and weaknesses of current corporate governance systems and codes? How do corporate forms differ in their governance performance, and what have been the experiences across countries? And, finally, what implications for understanding governance behaviour and for policy-makers and regulators come to mind?


Author(s):  
Weli ◽  
Julianti Sjarief

Corporate disclosure practice of internal control in Indonesia remains non-mandatory and limited in nature. This study was conducted to analyze the level of internal control disclosure in the annual reports of Indonesian public corporations and identify its consequences on the firm’s market performance and financial information quality, which was differentiated by corporate governance index. This index refers to the Corporate Governance Perception Index released by the Indonesian Institute for Corporate Governance in 2014 and 2015. Based on the conducted content analysis, it can be concluded that the disclosure of internal control by public corporations in Indonesia is still at an intermediate level. The influence of extensive internal control information disclosure on market performance is strengthened by the accounting information quality. And the influence of the relationship between extensive disclosure and firm performance is different between CGPI-indexed companies and those which are unindexed by CGPI. The findings of this research contribute to future researches related to internal control disclosure. Limitations and suggestions can be found at the end of this study.


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