Journal Corporate Law and Governance Review-
Corporate Law and Governance Review; doi:10.22495/clgr
Corporate Law and Governance Review, Volume 1, pp 4-6; doi:10.22495/clgrv1i2_editorial
Abstract:Corporate social responsibility is still an emerging issue both for practice and research. There are many researchers who investigated this issue in details with regard to various factors including industry, country, culture, company size, etc. (Trong Tuan, 2012; Khan, 2010; Silberhorn & Warren, 2007). This issue of the journal contributed enough to the results of previous research and outlined horizons for future research too
Corporate Law and Governance Review, Volume 1, pp 62-73; doi:10.22495/clgrv1i2p6
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Corporate Law and Governance Review, Volume 1, pp 51-61; doi:10.22495/clgrv1i2p5
Abstract:Good corporate governance practices are regarded as important in reducing risk for investors, attracting investment capital and improving the performance of companies. This paper investigates the relationship between corporate governance practices of the board of directors and firm performance of Colonial Life Insurance Company (CLICO), a large insurance company which collapsed in Barbados, and caused significant financial losses to policyholders. Using a case study approach, we used information from publicly available documents via print media and the internet to research the corporate governance practices and performance of CLICO. Findings reveal that the collapse of CLICO was a result of poor corporate governance mechanisms including lack of board independence, CEO and Chairman dual relationship, poor regulatory environment, non-functioning sub-committees, failure to manage risks, interlocking directorship, political involvement and lack of diversity. Recommendations include effective regulation, separation of the roles of CEO and Chairman, reduced political interference and more diversity.
Corporate Law and Governance Review, Volume 1, pp 42-50; doi:10.22495/clgrv1i2p4
Abstract:Emerging from the agency theory, corporate governance is the practice of ensuring a corporation conducts itself accountably, fairly and openly in all its dealings. The achievement of corporate performance relies on the mechanism efficiency of Corporate Governance both internally and externally. This study is intended to review the Canadian legal and practical landscape related to corporate governance and its external and internal mechanisms. One of the main goals of corporate governance is to ensure a company’s executives are managing the finances effectively and that they always act in the best interest of stakeholders. Canada passed a law in 2003 to strengthen corporate governance. Based on the U.S. Sarbanes-Oxley Act (SOX), this Canadian law aims to create confidence in the Canadian market and protect investors from corporate scandals. Corporate governance mechanisms can be divided into internal and external mechanisms. The internal mechanism is essentially derived from the board of directors and its committees whereas the external mechanism is derived from laws and regulation, capital market, corporate control market, stock holders (ownership structure), and investor activities. The balance and effectiveness of the corporate governance mechanisms can create a better corporate financial performance.
Corporate Law and Governance Review, Volume 1, pp 29-41; doi:10.22495/clgrv1i2p3
Abstract:This paper investigates the changing duties and responsibilities of boards and directors of Australian public companies. The corporate governance environment in Australia is currently going through a period of significant transformation raising the question of whether in this fluid and shifting environment company and board performance can still be assessed largely on the basis of profit, share price and dividends generated over the short term. These almost certainly will continue for some time to be the key metrics of company and board performance and it is hard to see how it could be otherwise. Nevertheless, a growing chorus of influential stakeholders is calling for the introduction of a more balanced and comprehensive suite of performance indicators that better reflect the realities of corporate governance early in the Twenty-first Century. The paper examines how these stakeholders are reshaping corporate governance in Australia and also calling for a reconsideration of the way in which performance is assessed.
Corporate Law and Governance Review, Volume 1, pp 21-28; doi:10.22495/clgrv1i2p2
Abstract:The conceptual elements of transparency in the business sector and the transparent management of companies became even more desired features as a result of the rapid technological advancements we are witnessing especially after 2010. With the global spread of social media and online platforms, the networked and digital age is a new environment where companies have to adapt in order to be efficient, and their corporate governance policies have to be tailored to fit the new requirements. In such environment, the strengthening of the transparency principle is essential also through the examination and comparison of prominent cases, through which the conclusions drawn contribute in fostering the appropriate future use of corporate governance policies and increasing social responsibility with respect to the functioning of the participants of the business sector. The aim of the paper is to highlight the possible adverse effects of the lack of transparency exerted on corporate governance.
Corporate Law and Governance Review, Volume 1, pp 8-20; doi:10.22495/clgrv1i2p1
Abstract:Previous research suggests that boards of directors influence firm performance due to their role in activities such as strategic design and its implementation. From this perspective, many corporate governance researchers have tried to demonstrate empirically the impact of board characteristics on firm performance in different contexts. In this context, the objective of this work is to disclosure proven relationships between board governance variables and firm performance based on an analysis of relevant studies in Spain. Before a review of the relevant literature, we provide a legal overview of Spanish corporations and an analysis of corporate board practice in Spain (paying special attention to the composition of the boards of directors, the duality of the CEO and Chairman, gender diversity on boards and directors with multiple directorships). Following this, the analysis of the literature was carried out. The results show that in the majority of studies independent directors and CEO/Chairman duality have no relationship with firm performance. However, the proportion of women on the board of directors does show a positive relationship with firm performance. For the variable busy director, no conclusion can be established because the evidence found is scarce. We can conclude, therefore, that as a result of the inconclusive results as well as the scarcity of the study of some aspects for this field of study, further research on the relationship between the board and firm performance is necessary in the Spanish context.
Corporate Law and Governance Review, Volume 1, pp 4-6; doi:10.22495/clgrv1i1_editorial
Abstract:The first issue of the journal “Corporate Law & Governance Review” is devoted to the issues of convergence of corporate governance towards intrinsic value, the impact of 4.0. innovation and regulations in the labour market, the effects of law and regulation on Italian corporate board practices in Italy and the board specificities in listed Portuguese firms.
Corporate Law and Governance Review, Volume 1, pp 41-57; doi:10.22495/clgrv1i1p5
Abstract:The corporate governance is a mechanism to protect investors in the markets around the world. This study analyses the board of directors’ specificities in the context of Portuguese Corporate Governance, and study the corporate governance effect of Portuguese listed firms on firm performance. The results show that the Latin Model (Two-Tier Model) is the most (least) adopted by Portuguese firms. The percentage of executive members is higher than that of non-executive members. In the year of 2014, women held only 9.5% of positions on board, which is very low. The results concerning the relationship between corporate governance and firms’ performance are not consensual. Although some studies find evidence of a positive relation between the two variables, others find no relationship. With this study, we contribute to the state of art of corporate governance in a country which investigation is still scarce.