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Global Perspectives on Corporate
Governance and CSR
 Corporate Social Responsibility Series
Series Editors:
Professor Güler Aras, Yildiz Technical University, Istanbul, Turkey
Professor David Crowther, De Montfort University, Leicester, UK

Presenting applied research from an academic perspective on all aspects of

corporate social responsibility, this interdisciplinary series edited by Güler Aras
and David Crowther includes titles of interest to all those with an interest in
ethics and governance; corporate behaviour and citizenship; regulation; protest;
globalization; responsible marketing; social reporting and sustainability.

Forthcoming titles in this series

Making Ecopreneurs
Developing Sustainable Entrepreneurship
Edited by Michael Schaper
ISBN: 978 0 7546 4491 0

Corruption in International Business

The Challenge of Cultural and Legal Diversity
Edited by Sharon Eicher
ISBN: 978 0 7546 7137 4

Spirituality and Corporate Social Responsibility

Interpenetrating Worlds
Edited by David Bubna-Litic
ISBN: 978 0 7546 4763 8

Wealth, Welfare and the Global Free Market

A Social Audit of Capitalist Economics
Ibrahim Ozer Ertuna
ISBN: 978 0 566 08905 3

The Durable Corporation

Strategies for Sustainable Development
Güler Aras and David Crowther
ISBN: 978 0 566 08819 3
Global Perspectives
on Corporate
Governance and CSR

edited by
Güler Aras
Yildiz Technical University, Turkey
&
David Crowther
De Montfort University, UK
© Güler Aras and David Crowther 2009

All rights reserved. No part of this publication may be reproduced, stored in a retrieval
system or transmitted in any form or by any means, electronic, mechanical, photocopying,
recording or otherwise without the prior permission of the publisher.

Güler Aras and David Crowther have asserted their moral rights under the Copyright,
Designs and Patents Act, 1988, to be identified as the editors of this work.

Gower Applied Business Research

Our programme provides leaders, practitioners, scholars and researchers with thought
provoking, cutting edge books that combine conceptual insights, interdisciplinary rigour and
practical relevance in key areas of business and management.

Published by
Gower Publishing Limited Ashgate Publishing Company
Wey Court East Suite 420
Union Road 101 Cherry Street
Farnham Burlington,
Surrey, GU9 7PT VT 05401-4405
England USA

www.gowerpublishing.com

British Library Cataloguing in Publication Data

Global perspectives on corporate governance and CSR. --
(Corporate social responsibility series)
1. Social responsibility of business. 2. Corporate
governance--Cross-cultural studies.
I. Series II. Aras, Guler. III. Crowther, David.
658.4'08-dc22

ISBN: 978-0-566-08830-8 (hbk)

ISBN: 978-0-566-09185-8 (ebk.V)

Library of Congress Cataloging-in-Publication Data

Library of Congress Control Number: 2009936804

Contents

List of Figures vii

List of Tables ix
Biographies of Editors xi
Biographies of Contributors xiii
Foreword xix

Chapter 1 Corporate Governance and Corporate Social

Responsibility in Context 1
Güler Aras and David Crowther

Part 1 Regional Perspectives and Diversity 43

Chapter 2 Applying Corporate Governance in Europe 47

Maria Aluchna

Chapter 3 The Evolution of Corporate Governance in Japan:

The Case of Vertical Keiretsu Groups 73
Nabyla Daidj

Chapter 4 Corporate Social Responsibility in Latin America:

Multiple Realities, Different Perspectives 107
Mariana Lima Bandeira and Fernando López-Parra

Chapter 5 Corporate Governance and Corporate Social

Responsibility Practices in Africa 131
Musa Obalola, Kamil Omoteso and Ismail Adelopo

Part 2 Local Perspectives 159

Chapter 6 Evolution of Corporate Governance and Potential

Contribution of Developing Countries 163
Özer Ertuna and Bengi Ertuna
vi Global Perspectives on Corporate Governance and CSR

Chapter 7 Corporate Social Responsibility among SMEs in

Uzbekistan 187
Azim Raimbaev

Chapter 8 Corporate Governance in Family Firms: A

Comparison between Italy and Turkey 197
Kubra Sehirli

Chapter 9 The Missing Ingredient to an Effective Corporate

Governance System in Lebanon 233
Suzanne Charbaji

Part 3 Theoretical Perspectives 245

Chapter 10 An Enterprise Theory of Legal Obligation for

Corporate Social Responsibility 247
Kurt A. Strasser

Chapter 11 Implementing Corporate Social Responsibility:

A Creative Tension Between Regulation and
Corporate Initiatives? 269
Thomas Clarke and Alice Klettner

Chapter 12 Convergence: A Prognosis 313

Güler Aras and David Crowther

Index 337
List of Figures

2. 1 Model of pyramidal structure 54

2.2 The socialistic model of corporate governance 61
3.1 The Renault–Nissan Alliance 91
3.2 Nissan new management structure 92
3.3 The new corporate governance structure 93
9.1 Use of DSS or eCRM 240
This page has been left blank intentionally
List of Tables

1.1 Stages of maturity of CSR activity 26

2.1 Ownership concentration in selected countries  51
2.2 Ownership structure of 20 biggest companies in selected
countries expressed as per cent 52
2.3 Shareholder identity in selected countries 53
2.4 The example of cross shareholdings identified in Allianz 54
2.5 Percentage of voting rights exercised by banks in GSM of the
largest widely held stock corporations in 1992 56
2.6 Control systems 57
3.1 Factors of change affecting manufacturing (vertical) keiretsu 82
3.2 Models of corporate governance 84
3.3 The bodies of a Japanese PLC (SA) 85
4.1 Contradictions in CSR discourse 121
4.2 Determinants of RSE 122
5.1 Average board sizes of some African countries 139
8.1 World Bank, IFC and Lex Mundi Survey 204
8.2 Corporate Governance Framework of Turkey and Italy 210–212
8.3 Ownership Structure 215
8.4 The Board of Directors 215
8.5 Ownership Structure 218
8.6 The Board of Directors 219
9.1 Stakeholder responses 241
This page has been left blank intentionally
Biographies of Editors

Professor Dr Güler Aras

Professor of Finance and Accounting, Yildiz Technical University, Istanbul, Turkey

Güler Aras is Professor of Finance and Director of the Graduate School at

the Yildiz Technical University, Istanbul, Turkey and Visiting Professor at De
Montfort University, UK as well as various other institutions throughout the
world. Her qualifications are in the area of finance where much of her research
and teaching is located. She serves as advisor to a number of government
bodies and is also a member of a number of international editorial and advisory
boards.

Güler has published 15 books and has contributed over 150 articles to
academic, business and professional journals and magazines and to edited
book collections. She has also spoken extensively at conferences and seminars
and has acted as a consultant to a wide range of government and commercial
organisations. Her research is into financial economy and financial markets with
particular emphasis on the relationship between corporate social responsibility
and a firm’s financial performance.

Professor Dr David Crowther

Professor of Corporate Social Responsibility, De Montfort University, UK

David Crowther is a qualified accountant who worked as an accountant, systems

specialist and general manager in local government, industry and commerce
for 20 years before moving in to the higher education arena. His teaching has
been focused upon the use of accounting as a management technique while
his research is interdisciplinary. He is Visiting Professor at Yildiz Technical
University and various other institutions throughout the world.
xii Global Perspectives on Corporate Governance and CSR

David has published over 25 books and has also contributed more than
250 articles to academic, business and professional journals and to edited book
collections. He has also spoken widely at conferences and seminars and acted
as a consultant to a wide range of government, professional and commercial
organisations. His research is into corporate social responsibility with a
particular emphasis on the relationship between social, environmental and
financial performance.

Their joint research is concerned with sustainability, sustainable

development and with governance issues and is reflected in their recent (2009)
research book, The Durable Corporation: Strategies for Sustainable Development.
Together they run the Social Responsibility Research Network an informal
network of scholars (both academic and professional) concerned with issues
of social responsibility – and also edit its official journal, Social Responsibility
Journal, and organise its annual conference, the International Conference on
Corporate Social Responsibility.
Biographies of Contributors

Ismail Adelopo is a chartered accountant, lectures in accounting at Leicester

Business School, De Montfort University, UK. His research interests include
Corporate Governance, Auditing, Capital Structure and Financial Economics
in the emerging economies.

Maria Aluchna, PhD is an assistant professor at Department of Management

Theory, Warsaw School of Economics, Poland. She specialises in Corporate
Governance (ownership structure, board, executive compensation, transition
economies) as well as in Strategic Management. She was awarded Deutscher
Akademischer Austauchdienst (DAAD) scholarship for research stay and
Universität Passau and Polish-American Fulbright Commission scholarship
for the research stay at Columbia University. She received Polish Science
Foundation award for young researchers (2004, 2005). Currently Maria
Aluchna teaches ‘Comparative analysis of corporate governance’ (both in
Polish and English), ‘Transition in Central and Eastern Europe’ (in English)
and ‘Foundation of Management’ (in Polish). She serves on two boards (as
Vice-Chairman and Secretary). Since January 2008 she is the editor-in-chief of
Warsaw Stock Exchange portal on corporate governance best practice (www.
corp-gov.gpw.pl).

Suzanne Charbaji graduated from the American University of Beirut in February

2008 with a BS in Computer Science and a minor in Business Administration
and has been working as an Assistant Business Analyst for Saatchi and Saatchi
in Beirut since then. She is highly expert in using research and computer tools
and has worked as a part-time research assistant for ‘CHARBAJI Consultants’
from 2004 to 2008. She is a highly ambitious and dedicated person with good
programming, analytical and communication skills and through the computer
projects which she did at AUB, she has learned how to apply her theoretical
skills into practical functional ideas.
xiv Global Perspectives on Corporate Governance and CSR

Thomas Clarke is Professor of Management and Director of the UTS Research

Centre for Corporate Governance, Sydney, Australia. His research includes the
changing roles of company boards and directors, and comparative corporate
governance. He is interested in the critique of shareholder value and the
relationship of governance to strategy and innovation. Recent publications
include: Theories of Corporate Governance, London: Routledge, 2004; Corporate
Governance: Critical Perspectives, London: Routledge, 2005; Corporate Governance
and Globalisation, London: Sage, 2006 (with Marie dela Rama); International
Corporate Governance, London: Routledge, 2007; Fundamentals of Corporate
Governance, London: Sage 2008, (with Marie dela Rama); and European Corporate
Governance, London: Routledge 2009 (with Jean-Francois Chanlat).

Nabyla Daidj received her Doctorate in Economics from University of Paris

I Panthéon-Sorbonne and she taught Industrial Organisation, Managerial
Economics, International Economics and Management of Multinational
Corporations in the 1990s. She served also as a consultant in consulting groups
specialised in space, telecommunications and media industries. Since 2003,
she has been Associate Professor in Strategic Management at TELECOM &
Management SudParis (Engineering School and School of Management) and
teaches mainly strategy and international business. Her research focuses on
organisational economics, organisational forms, corporate governance, and
international strategic alliances/networks. Currently, she is studying the
sources of value creation in firms in a context of ‘coopetition’ (the ability of
a firm to compete and to cooperate simultaneously with other companies)
and the evolution of corporate governance practices in relation with corporate
strategies.

Bengi Ertuna is an Associate Professor of Finance at Bogazici University,

Istanbul. She obtained her PhD in finance at Boğaziçi University in 1995 and she
has taught in the Tourism Administration Department of Bogazici University
since then. Her research interests include corporate governance, initial public
offerings and small business finance. She has articles on family ownership and
initial public offerings in Turkey.

Ozer Ertuna teaches in Okan University and part-time in Bosphorous University,

Istanbul. He has served in the boards of some private and public companies and
provided consultancy services to many others. He was a member of the board
of directors of Sumer Holding, which was one of the major state companies,
which assumed significant roles in economic development in Turkey. Ozer has
provided consultancy services to various Ministries of Turkish Government.
 Biographies of Contributors xv

He served as advisor to Ministry of Enterprises, Ministry of Labor and Ministry

of States. He also served as chief advisor to the Prime Minister of Turkey in
1992–93. He joined the Nigeria Mission of the World Bank as an expert. He
also served the World Bank as an expert in the management evaluation team of
ICARDA. Ozer has published more than 100 scholarly articles and more than
20 books. His book on ‘The Liberalization of Turkey’s Gold Market’ was published
by World Gold Council as Research Study No.7, in 1995.

Alice Klettner is a Research Associate in the UTS Centre for Corporate

Governance, working on corporate social responsibility and regulation. She
is a solicitor registered in England and New South Wales, Australia. She was
awarded a first class honours degree in biochemistry at Cambridge University,
and a Masters in International Law at the University of Sydney.

Mariana Lima Bandeira received her PhD in Administration from the

Fundação Getulio Vargas in Brazil. She studied Institutional Theory (applied
to organisational studies), Organisational Culture and Change, Corporate
Social Responsibility, Discourse Analysis, Power in Organisations (mainly
in a critical and ‘post modern’ perspective) and Moral Harassment and
did her PhD dissertation on the Institutional Change, reflecting about the
deinstitutionalisation process and about the institutional vacuum. In the past
three years, her interest emphasizes Corporate Social Responsibility and as a
result she has published three book chapters, one paper in an academic review
from Brazil, and she has been invited three times for conferences about the
subject. Besides, she was invited to be a Guest Editor of a special issue of Social
Responsibility Journal, whose purpose was to discuss the CSR in Latin America.
All of these works have been developed with Fernando López-Parra, her
academic partner. At present, she works at Universidad Andina Simón Bolívar,
Sede Ecuador as a researcher, professor and coordinator of the MBA program.

Fernando López-Parra received his PhD in Administration from the Fundação

Getulio Vargas in Brazil, focusing Public Administration and Corporate Social
Responsibility. He studied Critical Theory, Corporate Social Responsibility,
Public Management and did his PhD dissertation on CSR, criticising especially
the instrumentality and the legality discourses which are under the CSR actions.
In the past three years, he has directed his attention to constructing a critical
view about this discourse. As a result he has three book chapters, one paper
in an academic review from Brazil and has been invited twice for conferences
about the subject. Besides, he was invited to be a Guest Editor of a special issue
of Social Responsibility Journal, whose purpose was to discuss the CSR in Latin
xvi Global Perspectives on Corporate Governance and CSR

America. All of these works have been developed with Mariana Lima Bandeira,
his academic partner. At present, he is associated with Universidad Andina
Simón Bolívar, Sede Ecuador as a researcher, professor and coordinator of the
PhD program in Administration.

Musa Obalola lectures in Insurance and Management in the Faculty of Business

Administration, University of Lagos, Nigeria. His research interests include
Risk Management and Insurance, Ethics, Corporate Social Responsibility,
Corporate Governance and Strategic Decision-Making.

Kamil Omoteso PhD is a Senior Lecturer in Accounting at Leicester Business

School, De Montfort University, UK. His research interests include Audit
Automation, ICT Impact on Organisations, Accounting Information Systems
and Corporate Governance.

Azim Raimbaev is a lecturer in Economics at Westminster International

University in Tashkent, Uzbekistan and also a PhD student of Vrije University,
Brussels. He received his MA from the Centre for the Euro-Asian Studies,
University of Reading, UK (2000). He was part of the team working on the CSR
amongst SMEs project at Westminster International University in Tashkent.

Kubra Sehirli graduated from Middle East Technical University Economics

Department, Turkey in 1994 and has MSc Corporate Governance and Corporate
Responsibility at Birmingham University Business School, UK in 2007. She
has been working at Capital Markets Board of Turkey, which is the regulatory
governmental body for capital markets sector, since 1995. She is professional
in auditing, investigating, financial reporting, analyzing, regulating and
monitoring. Her thesis was published as a book, Kurumsal Yönetim (Corporate
Governance) in 2004. She is married and has one daughter.

Kurt A. Strasser is the Phillip I Blumberg Professor at the University of

Connecticut Law School where he teaches Environmental Law, Natural
Resources Law, and Contracts. His scholarly writing is primarily concerned
with the law of corporate groups and with environmental law and policy.
Professor Strasser co-authored the second edition of Blumberg on Corporate
Groups (5 vols, with Blumberg, Georgakopoulas, and Gouvin) as well as three
volumes of the first edition. Professor Strasser received a BA (1969) and a JD
(1972, Order of the Coif) from Vanderbilt University, and he earned a JSD from
Columbia University (1986). Following law school, Professor Strasser practiced
law in Nashville, Tennessee and taught at Mercer Law School. He joined the
 Biographies of Contributors xvii

University of Connecticut Law School faculty in 1981 and has taught there
since that time, serving as Associate Dean for Academic affairs from 1996–99
and as Interim Dean for academic year 2006–07. He has twice been a Visiting
Professor at Exeter University in England, served as the DAAD Guest Professor
of Anglo-American Law at the Free University of Berlin in the summer of 2003,
and as the Gilhuis Professor on the Future of Environmental Law at Tilburg
University during the spring of 2008.
This page has been left blank intentionally
Foreword
Güler Aras and David Crowther

At the current time it is quite noticeable how much more prominent the concepts
of corporate governance (CG) and corporate social responsibility (CSR) have
become – not just in the academic world or in the business world but also in
everyday life. Many people have highlighted a lot of factors which have led
to this interest – such things as poor business behaviour towards customers,
employees and the environment. Particularly, of course, the corporate
scandals of the last decade have led to a great deal of interest in governance
procedures. Since then other things have also featured prominently in popular
consciousness. One of these which has become more pronounced is the issue of
climate change and this has affected concern about CSR through a concern with
the emission of greenhouse gases and particularly carbon dioxide. Nowadays
it is quite common for people to know and discuss the size of their carbon
footprint whereas even three years ago people in general did not even know
what a carbon footprint was.

Another thing which has become prominent is a concern with the supply
chain of business; in particular people are concerned with the exploitation of
people in developing countries, especially the question of child labour and also
such things as sweat shops and slave labour, as well as generally exploitative
management. So no longer is it acceptable for a company to say that the
conditions under which their suppliers operate is outside of their control and
they are not responsible. Customers have said that this is not acceptable and
have called companies to account. And there have recently been a number
of high profile retail companies which have held their hands up to say mea
culpa and taken very public steps to change this. Interestingly the popularity
of companies increases after they have admitted problems and taken steps to
correct these, thereby showing both that honesty is the best practice and also

 ‘I am responsible.’
xx Global Perspectives on Corporate Governance and CSR

that customers are reasonable. The evidence suggests that individual customers
are understanding and that they do not expect perfection but do expect honesty
and transparency. Moreover, they also expect companies to make efforts to
change their behaviour and to try to solve their CSR problems. This too has
raised the profile of corporate governance, particularly within organisations,
as the prime mechanism for managing these problems is through a strong
governance system.

Companies themselves have also changed. No longer are they concerned

with greenwashing – the pretence of socially responsible behaviour through
artful reporting. Now companies are taking CSR much more seriously
(Crowther, 2008) not just because they understand that it is a key to business
success and can give them a strategic advantage, but also because people in those
organisations care about social responsibility. So it would be reasonable to claim
that the growing importance of CSR is being driven by individuals who care –
but those individual are not just customers, they are also employees, managers,
owners and investors of a company. So companies are partly reacting to external
pressures and partly leading the development of responsible behaviour and
reporting. So accountability – one of the central principles of CSR – has become
much more recognised and is being responded to by increasing transparency
– another of the principles of CSR. It is not coincidental of course that these are
also central principles of corporate governance and attention is being paid also
in the development of governance systems and procedures.

The third principle of CSR is that of sustainability and this is a term which
has suddenly become so common as to be ubiquitous for business and for
society. Every organisation mentions sustainability and most claim to have
developed sustainable practices. A lot of this is just rhetoric from people who,
we would claim, do not want to face the difficult issues involved in addressing
sustainability. There is a danger therefore that sustainability has taken over from
CSR itself as a target for greenwashing. Nevertheless, although the relationship
between organisations and society has been subject to much debate, often of
a critical nature, evidence continues to mount that the best companies make a
positive impact upon their environment. Furthermore, the evidence continues
to mount that such socially responsible behaviour is good for business, not
just in ethical terms but also in financial terms – in other words that corporate
social responsibility is good for business as well as all its stakeholders. Thus
ethical behaviour and a concern for people and for the environment have been
shown to have a positive correlation with corporate performance. Indeed,
evidence continues to mount concerning the benefit to business from socially
 Foreword xxi

responsible behaviour and, in the main, this benefit is no longer questioned by

business managers. The nature of corporate social responsibility is therefore a
topical one for business and academics. The evidence for corporate governance
being actually good for business – and therefore an essential platform for
sustainability – is even more overwhelming. Strong governance procedures are
generally accepted to be worth a premium in the market because of the benefits
which will flow therefrom.

Most people initially think that they know what CSR is and how to behave
responsibly – and everyone claims to be able to recognise socially responsible
or irresponsible behaviour without necessarily being able to define it. So there
is general agreement that CSR is about a company’s concern for such things as
community involvement, socially responsible products and processes, concern
for the environment and socially responsible employee relations (Ortiz-Martinez
and Crowther, 2006). Issues of socially responsible behaviour are not of course
new and examples can be found from throughout the world and at least from
the earliest days of the Industrial Revolution and the concomitant founding of
large business entities (Crowther, 2002) and the divorce between ownership
and management – or the divorcing of risk from rewards (Crowther, 2004).
According to the European Commission CSR is about undertaking voluntary
activity which demonstrates a concern for stakeholders. But it is here that a firm
runs into problems – how to balance up the conflicting needs and expectations
of various stakeholder groups while still being concerned with shareholders;
how to practice sustainability; how to report this activity to those interested;
how to decide if one activity is more socially responsible that another. The
situation is complex and conflicting.

Many would say that the situation for corporate governance is more
simple because it is more straightforward, being merely concerned with how
a corporation conducts itself while undertaking its business. This is overly
simplistic and we have sought to show that corporate governance and corporate
social responsibility and interrelated and overlapping concepts – hence we treat
them together in this book, although some authors focus more one and some
more on the other. This is personal preference rather than any serious attempt at
differentiation: we are concerned equally with both concepts in this book. This
is one of the distinguishing features of the book. There have been many books
which consider different governance systems and even make international
comparisons. Equally there have been many books which investigate corporate
social responsibility from one of a variety of different perspectives. Such books
have a tendency to make comparisons through dichotomisation – dwelling
xxii Global Perspectives on Corporate Governance and CSR

upon differences to make distinctions. Our book is different as we focus upon

similarities; moreover we do not give superordinacy to the Anglo-Saxon
approach. In an increasingly global business environment it does not seem to
us to be apposite to adopt this approach. Consequently the contributors are
from a wide range of locations and a wide range of perspectives, and consider
a wide range of different issues of local and/or global significance. Our purpose
in this volume is to show that there are issues which are global in nature,
which is unsurprising in an increasingly globalised world, but that also there
is a richness of cultural diversity (see Aras and Crowther, 2008a, 2008b) which
prevents homogenisation. Some would see this as desirable while others would
see this as undesirable, many would view it as transient. We do not take any
position on this – it is for each of us to decide our views – but we do finish the
book by considering the prognosis and whether or not harmonisation can be
expected to occur in the future.

References

Aras, G. and Crowther, D. (2008a), Exploring Frameworks of Corporate

Governance; in G. Aras and D. Crowther, (eds), Culture and Corporate
Governance, pp. 3–16; SRRNet, Leicester.
Aras, G. and Crowther, D. (2008b), The Future of Corporate Governance:
A Prognosis; in G. Aras and D. Crowther, (eds), Culture and Corporate
Governance, pp. 223–236; SRRNet, Leicester.
Crowther, D. (2004), Limited Liability or Limited Responsibility; in D. Crowther
and L. Rayman-Bacchus (eds), Perspectives on Corporate Social Responsibility,
pp. 42–58; Ashgate, Aldershot.
Crowther, D. (2008), The Maturing of Corporate Social Responsibility: A
Developmental Process; in D. Crowther and N. Capaldi (eds), Research
Companion to Corporate Social Responsibility, pp. 19–30; Ashgate, Aldershot.
Ortiz-Martinez, E. and Crowther, D. (2006), ¿Son compatibles la responsabilidad
económica y la responsabilidad social corporativa?; Harvard Deusto Finanzas
y Contabilidad, 71, pp. 2–12.
 1
Corporate Governance and
Corporate Social Responsibility
in Context
Güler Aras and David Crowther

Introduction

It will be readily acknowledged that as a concept, governance has existed

as long as any form of human organisation has existed. The concept itself is
merely one to encapsulate the means by which that organisation conducts
itself. Recently however the term has come to the forefront of public attention
and this is probably because of the problems of governance which have been
revealed at both a national level and in the economic sphere at the level of
the corporation. These problems have caused there to be a concern with a re-
examination of what exactly is meant by governance and more specifically just
what are the features of good governance. It is here therefore that we must start
our examination.

When considering national governance then, this has been defined by the
World Bank as the exercise of political authority and the use of institutional
resources to manage society’s problems and affairs.

This is a view of governance which prevails in the present, with its

assumption that governance is a top down process decided by those in power
and passed to society at large. In actual fact the concept is originally democratic
and consensual, being the process by which any group of people decide to
manage their affairs and relate to each other. Such a consensual approach is
however problematic for any but the smallest of groups and no nation has
actually managed to institute governance as a consensual process. With the
 Global Perspectives on Corporate Governance and CSR

current trend for supra-national organisation then this seems even more of
a remote possibility; nor is it necessarily desirable. Thus a coercive top down
form of governance enables a society to accept leadership and to make some
difficult decisions which would not otherwise be made. Equally of course it
enables power to be usurped and used dictatorially – possibly beneficially but
most probably in a way in which most members of that society do not wish.

This top down, hierarchical form of governance is the form of governance

which normally takes place in large monolithic organisations such as the
nation state. Conversely the consensual form tends to be the norm in small
organisations such as local clubs. There are however other forms of governance
which are commonly found. One of these is governance through the market
(see Williamson, 1975). The free market is the dominant ideology of economic
activity and the argument of course is that transaction costs are lowered
through this form of organisation. From a governance perspective however this
is problematic as there is no automatic mechanism and negotiation is used. The
effect of this is that governance is decided according to power relationships,
which tend to be coercive for the less powerful (e.g. consumers). Consequently
there is a need to impose some form of regulation through governments or
supra-national organisations such as the World Trade Organisation, which
thereby re-imposes the eliminated transaction costs. The argument therefore
resolves into an ideological argument rather than an economic one.

An increasing number of firms rely upon informal social systems to govern

their relationship with each other, and this is the final form of governance.
This form is normally known as network governance (Jones, Hesterly and
Borgatti, 1997). With this form of governance there is no formal rules – certainly
none which are legally binding. Instead social obligations are recognised and
governance exists within the networks because the different organisations wish
to continue to engage with each other, most probably in the economic arena.
This form of governance can therefore be considered to be predicated in mutual
self interest. Of course, just as with market governance, power relationships are
important and this form of governance is most satisfactory when there are no
significant power imbalances to distort the governance relationships.

 Such as, for example, the European Community.

 For example, the decision to abolish capital punishment in the UK in 1969 could not have been
made consensually; nor too could the decision to invade Iraq in 2003.
 The ancient Greeks favoured beneficial dictatorship as a means of running their city states.
 Few would argue that, for example, power was usurped in the USSR by Stalin because of a
centrally imposed governance; equally few would suggest that this power was used beneficially
or in a way which most members of the society were happy about.
 Corporate Governance and Corporate Social Responsibility 

Although in some respects these different forms of governance are

interchangeable they are, in reality, suited to different circumstances. Whichever
form of governance is in existence however the most important thing is that it
can be regarded as good governance by all parties involved – in other words
all stakeholders must be satisfied. For this to be so then it is important that the
basic principles of good governance are adhered to.

The Principles of Governance

There are eight principles which underpin every system of governance:

Transparency

As a principle, Transparency necessitates that information is freely available

and directly accessible to those who will be affected by such decisions and
their enforcement. Transparency is of particular importance to external users
of such information as these users lack the background detail and knowledge
available to internal users of such information. Equally therefore the decisions
which are taken and their enforcement are done in a manner that follows rules
and regulations. Transparency therefore can be seen to be a part of the process
of recognition of responsibility on the part of the organisation for the external
effects of its actions and equally part of the process of redistributing power
more equitably to all stakeholders.

Rule of Law

This is a corollary of the transparency principle. It is apparent that good

governance requires a fair framework of rules of operation. Moreover, these
rules must be enforced impartially, without regard for power relationships.
Thus the rights of minorities must be protected. Additionally there must be
appeal to an independent body as a means of conflict resolution, and this right
of appeal must be known to all stakeholders.

 This would imply of course the protection of human rights but could be taken also to imply
concern for the environment and its protection.
 This can be to national courts, trade associations, supra-national courts such the European
Court of Human Rights, or to an organisation such as the United Nations. Whatever the body
it needs to be appropriate and not just impartial but also seen to be impartial to all concerned
in order to maintain the creditability to adjudicate disputes.
 Global Perspectives on Corporate Governance and CSR

Participation

Although participation by all stakeholders is of course desirable, this is not

an essential principle of good governance. The ability of all to participate if so
desired is however an essential principle. Participation of course includes the
freedom of association and of expression that goes along with this. Depending
upon the size and structure of the organisation, participation can be either direct
or through legitimate intermediate institutions or representatives, as in the case
of a national government. Participation of course would involve everyone, or at
least all adults, both male and female.

Responsiveness

This is a collorary of the participation principle and the transparency principle.

Responsiveness implies that the governance regulations enable the institutions
and processes of governance to be able to serve all stakeholders within a
reasonable timeframe.

Equity

This principle involves ensuring that all members of society feel that they have
a stake in it and do not feel excluded from the mainstream. This particularly
applies to ensuring that the views of minorities are taken into account and that
the voices of the most vulnerable in society are heard in decision-making. This
requires mechanisms to ensure that all stakeholder groups have the opportunity
to maintain or improve their well-being.

Efficiency and Effectiveness

Efficiency of course implies the transaction cost minimisation referred to

earlier whereas effectiveness must be interpreted in the context of achievement
of the desired purpose. Thus, for effectiveness, it is necessary that the processes
and institutions produce results that meet the needs of the organisation while
making the best use of resources at their disposal. Naturally this also means
sustainable use of natural resources and the protection of the environment.

Sustainability

This requires a long-term perspective for sustainable human development and

how to achieve the goals of such development. A growing number of writers
 Corporate Governance and Corporate Social Responsibility 

over the last quarter of a century have recognised that the activities of an
organisation impact upon the external environment. These other stakeholders
have not just an interest in the activities of the organisation but also a degree of
influence over the shaping of those activities. This influence is so significant that
it can be argued that the power and influence of these stakeholders is such that
it amounts to quasi-ownership of the organisation. Central to this is a concern
for the future which has become manifest through the term sustainability.
This term sustainability has become ubiquitous both within the discourse
globalisation and within the discourse of corporate performance. Sustainability
is of course a controversial issue and there are many definitions of what is
meant by the term. At the broadest definition sustainability is concerned with
the effect which action taken in the present has upon the options available in
the future (Crowther, 2002). If resources are utilised in the present then they
are no longer available for use in the future, and this is of particular concern if
the resources are finite in quantity. Thus, raw materials of an extractive nature,
such as coal, iron or oil, are finite in quantity and once used are not available for
future use. At some point in the future therefore alternatives will be needed to
fulfil the functions currently provided by these resources. This may be at some
point in the relatively distant future but of more immediate concern is the fact
that as resources become depleted then the cost of acquiring the remaining
resources tends to increase, and hence the operational costs of organisations
tend to increase (Aras and Crowther, 2007a). Sustainability therefore implies
that society must use no more of a resource than can be regenerated (Aras
and Crowther, 2007b). This can be defined in terms of the carrying capacity of
the ecosystem (Hawken, 1993) and described with input – output models of
resource consumption.

Accountability

Accountability is concerned with an organisation recognizing that its actions

affect the external environment, and therefore assuming responsibility for
the effects of its actions. This concept therefore implies a recognition that the
organisation is part of a wider societal network and has responsibilities to all of
that network rather than just to the owners of the organisation. Alongside this
acceptance of responsibility therefore must be a recognition that those external
stakeholders have the power to affect the way in which those actions of the

 Similarly once an animal or plant species becomes extinct then the benefits of that species to
the environment can no longer be accrued. In view of the fact that many pharmaceuticals are
currently being developed from plant species still being discovered this may be significant for
the future.
 Global Perspectives on Corporate Governance and CSR

organisation are taken and a role in deciding whether or not such actions can
be justified, and if so at what cost to the organisation and to other stakeholders.
It is inevitable therefore that there is a need for some form of mediation of the
different interests in society in order to be able to reach a broad consensus on
what is in the best interest of the whole community and how this can be achieved.
As a general statement we can state that all organisations and institutions are
accountable to those who will be affected by decisions or actions, and that this
must be recognised within the governance mechanisms. This accountability
must extend to all organisations – both governmental institutions as well
those as the private sector and also to civil society organisations – which
must all recognise that they are accountable to the public and to their various
stakeholders. One significant purpose of this is to ensure that any corruption is
eliminated, or at the very least minimised.

Systems of Governance

It is probably true to say that there is a considerable degree of convergence

on a global scale as far as systems of governance are concerned, and this
convergence is predicated in the dominance of the Anglo-Saxon model of the
state, the market and of civil society. As a consequence there tends to be an
unquestionning assumption (see for example Mallin, 2004) that discussions
concerning governance can assume the Anglo-Saxon model as the norm and
then consider, if necessary, variations from that norm (see Guillen, 2001). In
this chapter we take a very different position – which explains the significant
contribution of this book – that there were historically three significant
approaches to governance. Each has left its legacy in governance systems
around the world and any consideration of global convergence cannot be
undertaken seriously – certainly as far as any prognosis is concerned – without
a recognition of this. Thus for us the Anglo-Saxon model is important but just
one of the three models we wish to examine. The other two we have described
as the Latin model and the Ottoman model. We start by outlining the salient
features of each.

The Anglo-Saxon Model of Governance

The Anglo-Saxon model of governance is of course familiar to all readers of

this book. It is founded on rules which must be codified and can therefore be
subject to a standard interpretation by the appropriate adjudicating body. It

 See Chapter 12 for a fuller discussion of this convergence.

 Corporate Governance and Corporate Social Responsibility 

has a tendency to be hierarchical and therefore imposed from above; and along
with this imposition is an assumption of its efficacy and a lack therefore of
considerations of alternatives. In this model therefore the issues of governance,
politics and power become inseparably intertwined.

The abuses which have been revealed within this system of governance
have exposed problems with the lack of separation of politics from governance.
This has led to the suggestion that there should be a clear distinction between
the two. The argument is that politics is concerned with the processes by which
a group of people, with possibly divergent and contradictory opinions can
reach a collective decision which is generally regarded as binding on the group,
and therefore enforced as common policy. Governance, on the other hand, is
concerned with the processes and administrative elements of governing rather
than its antagonistic ones (Solomon, 2007). This argument of course makes the
assumption that it is actually possible to make the separation between politics
and administration. For example both the UK and the USA have governance
procedures to make this separation effective for their national governments
– and different procedures in each country – but in both countries the division
is continually blurred in practice. Many would argue, and we concur, that the
division is not possible in practice because the third factor of power is ignored
whereas this is more important. Indeed it is our argument that it is the operation
of this power in practice that brings about many of the governance problems
that exist in practice. We discuss this in greater detail later in the chapter but
part of our argument is that theories and systems of governance assume that
power relationships, while not necessarily equal, are not too asymetric. If the
relationship is too asymetric then the safeguards in a governance system do not
operate satisfactorily whereas one of the features of globalisation is an increase
in such power asymetries. We will return to this later.

As we have already identified, the Anglo-Saxon model is hierachical but

other forms of governance are allowed and even encouraged to operate within
this framework. Thus the market form features prominently in the Ango-
Saxon model while the network and consensual forms can also be found. It
is therefore apparent that it is not the form of governance which epitomises

 For example, in the UK there is at present (2007) an ongoing criminal investigation into the
activities of the ex-Prime Minister, Tony Blair, his colleagues and senior members of the Labour
Party with regard to the way in which the (national) Honours system has been used to reward
people for donations made for political purposes. Similarly many people would, as far as the
USA is concerned, blame failures in the governance system generally for the debacle of the
Enron affair. These two countries are of course the principle exponents of the Anglo-Saxon
model of governance.
 Global Perspectives on Corporate Governance and CSR

the Anglo-Saxon model; rather it is the dependence on rules and adjudication

which distinguishes this system of governance.

The Latin Model of Governance

The Latin model of governance tends to be less codified than the Anglo-Saxon
model and finds less need for procedures for adjudication. This is because it is
founded in the context of the family and the local community. In some respects
therefore it is the opposite of the Anglo-Saxon model, being based on a bottom
up philosophy rather than a hierarchical top down approach. Thus, this model
is based on the fact that extended families are associated with all other family
members and therefore feel obligated. And older members of the family are
deemed to have more wisdom and therefore assume a leadership role because
of the respect accorded them by other family members. As a consequence there
is no real need for formal codification of governance procedures and the system
of adjudication does not need to be formalised – it works very satisfactorily on
an informal basis. Moreover, this model is extended from the family to the local
community and works on the same basis.

In many ways the network form of governance described earlier is based on

this Latin model, insofar as it is predicated in informal relationships of mutual
interest, and without the need for codification: this need is not required because
of the interest of all parties in maintaining the working relationships which
exist. Thus tradition can be said to play a part in this model of governance
– trust based on tradition because it has worked in the past and can be expected
to continue working into the future. The network form however is based on a
lack of significant power inequalities whereas the Latin model definitely does
have a hierarchy and power is distributed unequally. The power is distributed
according to age however, and therefore it is acceptable to everyone because
they know that they will automatically rise up the hierarchy – thereby acquiring
power – as they age. The process is therefore inevitable and deemed to be
acceptably fair.

The Ottoman Model of Governance

The Ottoman Empire existed for 600 years until the early part of the twentieth
century. Although the Empire itself is well known, few people know too much
about it. Throughout Europe, at least, the reality is obscured by the various
myths which abound – and were mostly created during the latter part of the
nineteenth century – primarily by rival states and for political propoganda
 Corporate Governance and Corporate Social Responsibility 

purposes. The reality was of course different from the myths and the Empire
had a distinct model of governance which was sufficiently robust to survive for
600 years, although much modern analysis suggests that the lack of flexibility
and willingness to change in the model was one of the principle causes of the
failure of the Empire. We do not wish to enter into this debate and will restrict
ourselves to an analysis of this distinct model of governance.

According to the fifteenth century statesman, Tursun Beg, it is only

statecraft which enables the harmonious living together of people in society
and in the Ottoman Empire there were two aspects to this statecraft – the power
and authority of the rule (the Sultan) and the divine reason of Sharia (via the
Caliph) (Inalcik, 1968). In the Ottoman Empire these two were combined in
one person. The Ottoman Empire was of course Islamic, but notable for its
tolerance of other religions. It has been argued (Cone, 2003), that the Islamic
understanding of governance and corporate responsibility shares some
fundamental similarities with the Rawlsian concept of social justice as mutual
agreement among equals (motivated by self interest). All parties must be fully
aware of the risks attendant on a particular course of action and be accepting
of equal liability for the outcomes, good or bad. Muslims see Islam as the
religion of trade and business, making no distinction between men and women
and seeing no contradiction between profit and moral acts (Rizk, 2005). The
governance system was effectively a form of patronage which operated in a
hierarchical manner but with the systems and procedures being delegated in
return for the benefits being shared in an equitable manner. This enabled a very
devolved form of governance to operate effectively for so long over such a large
area of Asia, Europe and Africa. It is alien to the Anglo-Saxon view because the
systems involved payment for favours in a way that the Anglo-Saxon model
would interpret as corrupt but which the Ottoman model interprets simply as
a way of devolving governance. It is interesting to observe therefore that the
problems with failure of governance in the current era could not have occurred
within the Ottoman model because there was no space left for the necessary
secrecy and abuse of power.

The Concept of Global Governance

All systems of governance are concerned primarily with managing the

governing of associations and therefore with political authority, institutions,
and, ultimately, control. Governance in this particular sense denotes formal
political institutions that aim to coordinate and control interdependent social
relations and that have the ability to enforce decisions. Increasingly however,
10 Global Perspectives on Corporate Governance and CSR

in a globalised world, the concept of governance is being used to describe the

regulation of interdependent relations in the absence of overarching political
authority, such as in the international system. Thus global governance can be
considered as the management of global processes in the absence of a form of
global government. There are some international bodies which seek to address
these issues and prominent among these are the United Nations and the World
Trade Organisation. Each of these has met with mixed success in instituting
some form of governance in international relations but are part of a recognition
of the problem and an attempt to address worldwide problems that go beyond
the capacity of individual states to solve (Rosenau, 1999).

To use the term global governance is not of course to imply that such a
system actually exists, let alone to consider the effectiveness of its operations.
It is merely to recognise that in this increasingly globalised world there is a
need for some form of governance to deal with multinational and global issues.
The term global governance therefore is a descriptive term, recognising the
issue and referring to concrete cooperative problem-solving arrangements.
These may be formal, taking the shape of laws or formally constituted
institutions to manage collective affairs by a variety of actors – including states,
intergovernmental organisations, non-governmental organisations (NGOs),
other civil society actors, private sector organisations, pressure groups and
individuals). The system also includes of course informal (as in the case of
practices or guidelines) or temporary units (as in the case of coalitions). Thus
global governance can be considered to be the complex of formal and informal
institutions, mechanisms, relationships, and processes between and among
states, markets, citizens and organisations, both inter- and non-governmental,
through which collective interests on the global plane are articulated, rights
and obligations are established, and differences are mediated.

Global governance is not of course the same thing as world government:

indeed it can be argued that such a system would not actually be necessary if
there was such a thing as a world government. Currently however the various
state governments have a legitimate monopoly on the use of force – on the
power of enforcement. Global governance therefore refers to the political
interaction that is required to solve problems that affect more than one state
or region when there is no power of enforcing compliance. Improved global
problem-solving need not of course require the establishing of more powerful
formal global institutions, but it would involve the creation of a consensus
on norms and practices to be applied. Steps are of course underway to
establish these norms and one example that is currently being established is
 Corporate Governance and Corporate Social Responsibility 11

the creation and improvement of global accountability mechanisms. In this

respect, for example, the United Nations Global Compact10 – described as the
world’s largest valuntary corporate responsibility initiative – brings together
companies, national and international agencies, trades unions and other labour
organisations and various organs of civil society in order to support universal
environmental protection, human rights and social principles. Participation is
entirely voluntary, and there is no enforcement of the principles by an outside
regulatory body. Companies adhere to these practices both because they make
economic sense, and because their stakeholders, including their shareholders
(most individuals and institutional investors) are concerned with these issues
and this provides a mechanism whereby they can monitor the compliance of
companies easily. Mechanisms such as the Global Compact can improve the
ability of individuals and local communities to hold companies accountable.

Good Governance and Corporate Behaviour

Good governance is of course important in every sphere of the society whether

it be the corporate environment, or general society or the political environment.
Good governance levels can, for example, improve public faith and confidence
in the political environment. When the resources are too limited to meet the
minimum expectations of the people, it is a good governance level that can help
to promote the welfare of society. And of course a concern with governance is
at least as prevalent in the corporate world.

Good governance is essential for good corporate performance and one

view of good corporate performance is that of stewardship and thus just as
the management of an organisation is concerned with the stewardship of
the financial resources of the organisation so too would management of the
organisation be concerned with the stewardship of environmental resources.
The difference however is that environmental resources are mostly located
externally to the organisation. Stewardship in this context therefore is concerned
with the resources of society as well as the resources of the organisation.
As far as stewardship of external environmental resources is concerned
then the central tenet of such stewardship is that of ensuring sustainability.
Sustainability is focused on the future and is concerned with ensuring that the
choices of resource utilisation in the future are not constrained by decisions
taken in the present. This necessarily implies such concepts as generating and
utilizing renewable resources, minimising pollution and using new techniques

10 See www.unglobalcompact.org.
12 Global Perspectives on Corporate Governance and CSR

of manufacture and distribution. It also implies the acceptance of any costs

involved in the present as an investment for the future.

A great deal of concern has been expressed all over the world about
shortcomings in the systems of corporate governance in operation and its
organisation has been exercising the minds of business managers, academics
and government officials all over the world. Often companies’ main target is
to become global – while at the same time remaining sustainable – as a means
to get competitive power. But the most important question is concerned with
what will be a firm’s route to becoming global and what will be necessary
in order to get global competitive power. There is more then one answer to
this question and there are a variety of routes for a company to achieve this.
Corporate governance can be considered as an environment of trust, ethics,
moral values and confidence – as a synergic effort of all the constituents of
society – that is the stakeholders, including government; the general public etc;
professional/service providers – and the corporate sector.

Of equal concern is the question of corporate social responsibility – what

this means and how it can be operationalised. Although there is an accepted
link between good corporate governance and corporate social responsibility
the relationship between the two is not clearly defined and understood. Thus
many firms consider that their governance is adequate because they comply
with The Combined Code on Corporate Governance, which came into effect
in 2003. Of course all firms reporting on the London Stock Exchange are
required to comply with this code, and so these firms are doing no more
than meeting their regulatory obligations. Many companies regard corporate
governance as simply a part of investor relationships and do nothing more
regarding such governance except to identify that it is important for investors/
potential investors and to flag up that they have such governance policies. The
more enlightened recognise that there is a clear link between governance and
corporate social responsibility and make efforts to link the two. Often this is no
more than making a claim that good governance is a part of their CSR policy as
well as a part of their relationship with shareholders.

It is recognised that these are issues which are significant in all parts of
the world and a lot of attention is devoted to this global understanding. Most
analysis however is too simplistic to be helpful as it normally resolves itself into
simple dualities: rules-based versus principles-based or Anglo-Saxon versus
Continental. Our argument is that this is not helpful as the reality is far more
complex. It cannot be understood without taking geographical, cultural and
 Corporate Governance and Corporate Social Responsibility 13

historical factors into account in order to understand the similarities, differences

and concerns relating to people of different parts of the world. The aim of this
book is to redress this by asking subject experts from different parts of the
world to explain the issues from their particular perspective.

Corporate Governance

Corporate governance can be considered as an environment of trust, ethics,

moral values and confidence – as a synergic effort of all the constituents of
society – that is the stakeholders, including government; the general public
etc; professional/service providers – and the corporate sector. One of the
consequences of a concern with the actions of an organisation, and the
consequences of those actions, has been an increasing concern with corporate
governance. Corporate governance is therefore a current buzzword the
world over. It has gained tremendous importance in recent years. There is a
considerable body of literature which considers the components of a good
system of governance and a variety of frameworks exist or have been proposed.
This chapter examines and evaluates these frameworks while also outlining the
cultural context of systems of governance. Our argument in this chapter is that
corporate governance is a complex issue which cannot be related to merely the
Anglo-Saxon approach to business; indeed it cannot be understood without
taking geographical, cultural and historical factors into account in order to
understand the similarities, differences and concerns relating to people of
different parts of the world. In part therefore this chapter also serves as an
introduction which sets the scene for the other chapters in the book as well as
outlining the purpose of the book and the contributions within this theoretical
and practical context.

One of the main issues, therefore, which has been exercising the minds
of business managers, accountants and auditors, investment managers and
government officials – again all over the world – is that of corporate governance.
Often companies main target is to became global – while at the same time
remaining sustainable – as a means to get competitive power. But the most
important question is concerned with what will be a firm’s route to becoming
global and what will be necessary in order to get global competitive power.
There is more then one answer to this question and there are a variety of routes
for a company to achieve this.
14 Global Perspectives on Corporate Governance and CSR

Probably since the mid-1980s, corporate governance has attracted a great

deal of attention. Early impetus was provided by Anglo-American codes of good
corporate governance.11 Stimulated by institutional investors, other countries
in the developed as well as in the emerging markets established an adapted
version of these codes for their own companies. Supra-national authorities
like the OECD and the World Bank did not remain passive and developed
their own set of standard principles and recommendations. This type of self-
regulation was chosen above a set of legal standards (Van den Barghe, 2001).
After big corporate scandals, corporate governance has become central to most
companies. It is understandable that investors’ protection has become a much
more important issue for all financial markets after the tremendous company
failures and scandals. Investors are demanding that companies implement
rigorous corporate governance principles in order to achieve better returns
on their investment and to reduce agency costs. Most of the times investors
are ready to pay more for companies to have good governance standards.
Similarly a company’s corporate governance report is one of the main tools
for investor’s decisions. Because of these reason companies cannot ignore the
pressure for good governance from shareholders, potential investors and other
markets actors.

On the other hand, banking credit risk measurement regulations are

requiring new rules for a company’s credit evaluations. New international
bank capital adequacy assessment methods (Basel II) necessitate that credit
evaluation rules are elaborately concerned with operational risk which covers
corporate governance principles. In this respect corporate governance will be
one of the most important indicators for measuring risk. Another issue is related
to firm credibility and riskiness. If the firm needs a high rating score then it will
also have to pay attention to corporate governance rules. Credit rating agencies
analyse corporate governance practices along with other corporate indicators.
Even though corporate governance principles have always been important for
getting good rating scores for large and publicly-held companies, they are also
becoming much more important for investors, potential investors, creditors
and governments. Because of all of these factors, corporate governance
receives high priority on the agenda of policymakers, financial institutions,
investors, companies and academics. This is one of the main indicators that
the link between corporate governance and actual performance is still open
for discussion. In the literature a number of studies have sought to investigate
the relationship between corporate governance mechanisms and performance
(e.g. Agrawal and Knoeber, 1996; Millstein and MacAvoy, 2003) Most of the

11 An example is the Cadbury Report.

 Corporate Governance and Corporate Social Responsibility 15

studies have showed mixed result without a clear-cut relationship. Based on

these results, we can say that corporate governance matters to a company’s
performance, market value and credibility, and therefore that company has to
apply corporate governance principles. But the most important point is that
corporate governance is the only means for companies to achieve corporate
goals and strategies. Therefore companies have to improve their strategy and
effective route to implementation of governance principles. So companies have
to investigate what their corporate governance policy and practice needs to
be.

Corporate Governance Principles

Since corporate governance can be highly influential for firm performance,

firms must know what are the corporate governance principles and how it will
improve strategy to apply these principles. In practice there are four principles
of good corporate governance, which are:

1. Transparency;

2. Accountability;

3. Responsibility;

4. Fairness.

All these principles are related with the firm’s corporate social responsibility.
Corporate governance principles therefore are important for a firm but the real
issue is concerned with what corporate governance actually is.

Management can be interpreted as managing a firm for the purpose of

creating and maintaining value for shareholders. Corporate governance
procedures determine every aspect of the role for management of the firm and
try to keep in balance and to develop control mechanisms in order to increase
both shareholder value and the satisfaction of other stakeholders. In other
words corporate governance is concerned with creating a balance between the
economic and social goals of a company including such aspects as the efficient
use of resources, accountability in the use of its power, and the behaviour of the
corporation in its social environment.
16 Global Perspectives on Corporate Governance and CSR

The definition and measurement of good corporate governance is still

subject to debate. However, good corporate governance will address all these
main points:

• Creating sustainable value.

• Ways of achieving the firm’s goals.

• Increasing shareholders’ satisfaction.

• Efficient and effective management.

• Increasing credibility.

• Ensuring efficient risk management.

• Providing an early warning system against all risk.

• Ensuring a responsive and accountable corporation.

• Describing the role of a firm’s units.

• Developing control and internal auditing.

• Keeping a balance between economic and social benefit.

• Ensuring efficient use of resources.

• Controlling performance.

• Distributing responsibility fairly.

• Producing all necessary information for stakeholders.

• Keeping the board independent from management.

• Facilitating sustainable performance.

As can be seen, all of these issues have many ramifications and ensuring
their compliance must be thought of as a long term procedure. However,
 Corporate Governance and Corporate Social Responsibility 17

firms naturally expect some tangible benefit from good governance, so good
governance offers some long term benefit for firms, such as:

• Increasing the firm’s market value.

• Increasing the firm’s rating.

• Increasing competitive power.

• Attracting new investors, shareholders and more equity.

• More or higher credibility.

• Enhancing flexible borrowing condition/facilities from financial

institutions.

• Decreasing credit interest rate and cost of capital.

• New investment opportunities.

• Attracting better personnel/employees.

• Reaching new markets.

Good Governance and Sustainability

It is clear that all these long term benefits are also directly related to the
sustainability of a firm and that firm’s success. We can evaluate corporate
governance from different perspectives, such as that of the general economy;
the company itself; private and institutional investors; or banking and other
financial institutions. Some research results show that the quality of the corporate
governance system of an economy may be an important determinant of its
competitive conditions (Fulghieri and Suominen, 2005). Authors suggest the
existence of a reverse causality between corporate governance and competition
and also examined the role of competition in the production of good corporate
governance. Van de Berghe and Levrau (2003) on the other hand investigated
from the perspective of companies, investors and banks. From the company’s
perspective, it can no longer ignore the pressure for good corporate governance
from the investor community. Installing proper governance mechanisms may
provide a company with a competitive advantage in attracting investors
18 Global Perspectives on Corporate Governance and CSR

who are prepared to pay a premium for well-governed companies. From an

investor’s perspective, corporate governance has become an important factor in
investment decisions as it is recognised to have an impact on the financial risks
of their portfolios. Institutional investors put issues of corporate governance
on a par with financial indicators when evaluating investment decisions. From
the creditor’s perspective, there is a plea for increased attention for corporate
governance in a bank’s risk measurement methods: a plea which is supported
by the new requirements put in place by Basel II.

Bøhren and Ødegaard (2004) also showed that corporate governance

matters for economic performance; insider ownership matters the most while
outside ownership concentration destroys market value; direct ownership is
superior to indirect; and that performance decreases with increasing board
size, leverage, dividend payout, and the fraction of non-voting shares. Black
et al. (2005) investigated the relationship between governance and firm value.
They found evidence that better governed firms pay higher dividends, but no
evidence that they report higher accounting profits.

Developing a Framework for Corporate Governance

In the UK there have been a succession of codes on corporate governance

dating back to the Cadbury Report in 1992. Currently, all companies reporting
on the London Stock Exchange are required to comply with the Combined
Code on Corporate Governance, which came into effect in 2003. It might be
thought therefore that a framework for corporate governance has already been
developed but the code in the UK has been continually revised while problems
associated with bad governance have not disappeared. So clearly a framework
has not been established in the UK and an international framework looks even
more remote.

One of the problems with developing such a framework is the continual

rules versus principles debate. The American approach tends to be rules-based
while the European approach is more based on the development of principles
– a slower process. In general rules are considered to be simpler to follow
than principles, demarcating a clear line between acceptable and unacceptable
behaviour. Rules also reduce discretion on the part of individual managers or
auditors. In practice however rules can be more complex than principles. They
may be ill-equipped to deal with new types of transactions not covered by the
code. Moreover, even if clear rules are followed, one can still find a way to
 Corporate Governance and Corporate Social Responsibility 19

circumvent their underlying purpose – this is harder to achieve if one is bound

by a broader principle.

There are of course many different models of corporate governance around

the world. These differ according to the nature of the system of capitalism in
which they are embedded. The liberal model that is common in Anglo-American
countries tends to give priority to the interests of shareholders. The coordinated
model, which is normally found in Continental Europe and in Japan, recognises
in addition the interests of workers, managers, suppliers, customers, and the
community. Both models have distinct competitive advantages, but in different
ways. The liberal model of corporate governance encourages radical innovation
and cost competition, whereas the coordinated model of corporate governance
facilitates incremental innovation and quality competition. However there are
important differences between the recent approach to governance issues taken
in the USA and what has happened in the UK.

In the USA a corporation is governed by a board of directors, which has

the power to choose an executive officer, usually known as the chief executive
office (CEO). The CEO has broad power to manage the corporation on a daily
basis, but needs to get board approval for certain major actions, such as hiring
his/her immediate subordinates, raising money, acquiring another company,
major capital expansions, or other expensive projects. Other duties of the
board may include policy setting, decision making, monitoring management’s
performance, or corporate control. The board of directors is nominally selected
by and responsible to the shareholders, but the articles of many companies
make it difficult for all but the largest shareholders to have any influence over
the makeup of the board. Normally individual shareholders are not offered
a choice of board nominees among which to choose, but are merely asked
to rubber-stamp the nominees of the sitting board. Perverse incentives have
pervaded many corporate boards in the developed world, with board members
beholden to the chief executive whose actions they are intended to oversee.
Frequently, members of the boards of directors are CEOs of other corporations
– in interlocking relationships, which many people see as posing a potential
conflict of interest.

The UK on the other hand has developed a flexible model of regulation of

corporate governance, known as the ‘comply or explain’ code of governance.
This is a principle-based code that lists a number of recommended practices,
such as:
20 Global Perspectives on Corporate Governance and CSR

• the separation of CEO and Chairman of the Board;

• the introduction of a time limit for CEOs’ contracts;

• the introduction of a minimum number of non-executive directors,

and of independent directors;

• the designation of a senior non-executive director;

• the formation and composition of remuneration, audit and

nomination committees.

Publicly listed companies in the UK have to either apply those principles

or, if they choose not to, explain in a designated part of their annual reports
why they decided not to do so. The monitoring of those explanations is left to
shareholders themselves. The basic idea of the code is that one size does not
fit all in matters of corporate governance and that instead of a statury regime
like the Sarbanes-Oxley Act in the US, it is best to leave some flexibility to
companies so that they can make choices most adapted to their circumstances.
If they have good reasons to deviate from the sound rule, they should be able to
convincingly explain those to their shareholders. A form of the code has been in
existence since 1992 and has had drastic effects on the way firms are governed
in the UK. A recent study shows that in 1993, about 10 per cent of the FTSE 350
companies were fully compliant with all dimensions of the code while by 2003
more than 60 per cent were fully compliant. The same success was not achieved
when looking at the explanation part for non-compliant companies. Many
deviations are simply not explained and a large majority of explanations fail
to identify specific circumstances justifying those deviations. Still, the overall
view is that the UK’s system works fairly well and in fact is often considered
to be a benchmark, and therefore followed by a number of other countries.
Nevetheless it still shows that there is more to be done to develop a global
framework of corporate governance.

In East Asian countries, the family-owned company tends to dominate. In

countries such as Pakistan, Indonesia and the Philippines for example, the top
15 families control over 50 per cent of publicly owned corporations through a
system of family cross-holdings, thus dominating the capital markets. Family-
owned companies also dominate the Latin model of corporate governance,
that is companies in Mexico, Italy, Spain, France (to a certain extent), Brazil,
Argentina, and other countries in South America.
 Corporate Governance and Corporate Social Responsibility 21

Corporate governance principles and codes have been developed in different

countries and have been issued by stock exchanges, corporations, institutional
investors, or associations (institutes) of directors and managers with the
support of governments and international organisations. As a rule, compliance
with these governance recommendations is not mandated by law, although the
codes which are linked to stock exchange listing requirements12 will tend to
have a coercive effect. Thus, for example, companies quoted on the London
and Toronto Stock Exchanges formally need not follow the recommendations
of their respective national codes, but they must disclose whether they follow
the recommendations in those documents and, where not, they should provide
explanations concerning divergent practices. Such disclosure requirements
exert a significant pressure on listed companies for compliance.

The Relationship between Corporate Governance and Financial

Performance

In its ‘Global Investor Opinion Survey’ of over 200 institutional investors first
undertaken in 2000 (and updated in 2002), McKinsey found that 80 per cent
of the respondents would pay a premium for well-governed companies. They
defined a well-governed company as one that had mostly outside directors,
who had no management ties, undertook formal evaluation of its directors, and
was responsive to investors’ requests for information on governance issues. The
size of the premium varied by market, from 11 per cent for Canadian companies
to around 40 per cent for companies where the regulatory backdrop was least
certain (e.g. those in Morocco, Egypt or Russia). Other studies have similarly
linked broad perceptions of the quality of companies to superior share price
performance. On the other hand, research into the relationship between specific
corporate governance controls and the financial performance of companies has
had very mixed results.

The Development of Corporate Social Responsibility

There has been considerable debate about the relationship between corporate
social responsibility (CSR) and corporate governance but in recent years the
term corporate social responsibility has gained prominence, both in business
and in the press to such an extent that it seems to have become ubiquitous.
There are probably many reasons for the attention given to this phenomenon

12 Such as, the UK Combined Code referred to earlier.

22 Global Perspectives on Corporate Governance and CSR

not least of which is the corporate excesses witnessed in recent years. For many
people the various examples of this kind of behaviour – ranging from BCCI
to Enron to Union Carbide to the collapse of Arthur Andersen – will have left
an indelible impression among people that all is not well with the corporate
world and that there are problems which need to be addressed13 (Crowther and
Rayman-Bacchus, 2004).

One of the implications of this current concern however is that this is a

new phenomenon – one which has not been of concern previously. Issues of
socially responsible behaviour are not of course new and examples can be
found from throughout the world and at least from the earliest days of the
Industrial Revolution and the concomitant founding of large business entities
(Crowther, 2002) and the divorce between ownership and management – or
the divorcing of risk from rewards (Crowther, 2004). Thus, for example, in
the UK (where the Industrial Revolution began), Robert Owen (1816, 1991)
demonstrated dissatisfaction with the assumption that only the internal effects
of actions need be considered and the external environment was a free resource
to be exploited at will. Furthermore, he put his beliefs into practice through the
inclusion within his sphere of industrial operations the provision of housing for
his workers at New Lanark, Scotland. Thus there is evidence from throughout
the history of modernity that the self-centred approach towards organisational
activity was not universally acceptable and was unable to satisfactorily provide
a basis for human activity.

Since that time there has been a concern for the socially responsible
behaviour of organisations which have gained prominence at certain times
while being considered of minor importance to others. Thus during the
1970s, for example, there was a resurgence of interest it socially responsible
behaviour. This concern was encapsulated by Ackerman (1975) who argued
that big business was recognizing the need to adapt to a new social climate of
community accountability but that the orientation of business to financial results
was inhibiting social responsiveness. McDonald and Puxty (1979) on the other
hand maintained that companies are no longer the instruments of shareholders
alone but exist within society and so therefore have responsibilities to that
society, and that there is therefore a shift towards the greater accountability of
companies to all stakeholders. Recognition of the rights of all stakeholders and
the duty of a business to be accountable in this wider context therefore has been

13 Some would argue that these cases are related to corporate social responsibility failures, some
to corporate governance failures, and some to both. Our view is that the two are too inter-
related to separate.
 Corporate Governance and Corporate Social Responsibility 23

a recurrent phenomenon. The economic view of accountability only to owners

has only recently been subject to debate to any considerable extent.14 Indeed the
desirability of considering the social performance of a business has not always
however been accepted and has been the subject of extensive debate.

CSR therefore involves a concern with the various stakeholders to a business

but there are several problems in identifying socially responsible behaviour:

• Research shows that the concern is primarily with those stakeholders

who have power to influence the organisation. Thus organisations
are most concerned with shareholders, less so with customers and
employees and very little with society and the environment. CSR
would imply that they are all of equal importance.

• The definitions imply that CSR is a voluntary activity rather than

enforced though regulation whereas in actual fact it is an approach
and the voluntary – regulated debate is irrelevant.

• Claiming a concern is very different to actually exhibiting that

concern through actions taken (Crowther, 2004b).

Definitions of CSR abound but all can be seen as an attempt to explain and
define the relationship between a corporation and its stakeholders, including
its relationship with society as a whole. Many too are phrased in terms of the
triple bottom line, in a way which we argue trivialises the concept. Because of
the uncertainty surrounding the nature of CSR activity it is difficult to evaluate
any such activity. It is therefore imperative to be able to identify such activity
and Aras and Crowther (2007b) argue that there are three basic principles15
which together comprise all CSR activity. These are:

1. sustainability;

2. accountability;

3. transparency.

For a few years now the concept of corporate social responsibility has
gained prominence and is gaining increasing attention around the world among

14 See Crowther (2000) for a full discussion of these changes.

15 See Crowther (2002) and Schaltegger et al. (1996) for the development of these principles.
24 Global Perspectives on Corporate Governance and CSR

business people, media people and academics from a wide range of disciplines.
There are probably many reasons (see Crowther and Ortiz-Martinez, 2006)
for the attention given to this phenomenon not least of which is the corporate
excesses which continue to become manifest in various parts of the world.
These have left an indelible impression among people that all is not well with
the corporate world and that there are problems which need to be addressed.
Such incidents are too common to recount but have left the financial markets in
a state of uncertainty and have left ordinary people to wonder if such a thing as
honesty exists any longer in business.

More recently the language used in business has mutated again and
the concept of CSR is being replaced by the language of sustainability. Such
language must be considered semiotically (Barthes, 1973) as a way of creating the
impression of actual sustainability. Using such analysis, when the signification
is about inclusion within the selected audience for the corporate reports, on
the assumption that those included understand the signification in a common
way with the authors. This is based upon an assumed understanding of the
code of signification used in describing corporate activity in this way. As Sapir
(1949: 554) states: ‘… we respond to gestures with an extreme alertness and,
one might almost say, in accordance with an elaborate and secret code that is
written nowhere, known by none and understood by all’.

Defining Sustainability

Most analysis of sustainability (e.g. Dyllick and Hockerts, 2002) only recognises
a two-dimensional approach of the environmental and the social. A few (e.g.
Spangenberg, 2004) recognise a third dimension which is related to organisation
behaviour. We argue that restricting analysis to such dimensions is deficient. One
problem is the fact that the dominant assumption by researchers is based upon
the incompatibility of optimizing, for a corporation, both financial performance
and social/environmental performance. In other words financial performance
and social/environmental performance are seen as being in conflict with each
other through this dichotomisation (see Crowther, 2002). Consequently most
work in the area of corporate sustainability does not recognise the need for
acknowledging the importance of financial performance as an essential aspect
of sustainability and therefore fails to undertake financial analysis alongside
– and integrated with – other forms of analysis for this research.16 We argue

16 Of course the fact that many researchers do not have the skills to undertake such detailed financial
analysis even if they considered it to be important might be a significant reason for this.
 Corporate Governance and Corporate Social Responsibility 25

that this is an essential aspect of corporate sustainability and therefore adds

a further dimension to the analysis of sustainability. Aras and Crowther
(2007a) therefore argue that the third dimension sometimes recognised as
organisational behaviour needs to actually comprise a much broader concept
of corporate culture. There are therefore four aspects of sustainability which
need to be recognised and analysed, namely:

1. Societal influence, which we define as a measure of the impact that

society makes upon the corporation in terms of the social contract
and stakeholder influence;

2. Environmental Impact, which we define as the effect of the actions of

the corporation upon its geophysical environment;

3. Organisational Culture, which we define as the relationship

between the corporation and its internal stakeholders, particularly
employees, and all aspects of that relationship; and

4. Finance, which we define in terms of an adequate return for the

level of risk undertaken.

These four must be considered as the key dimensions of sustainability, all

of which are equally important. Our analysis is therefore considerably broader
– and more complete – than that of others. Furthermore we consider that these
four aspects can be resolved into a two-dimensional matrix along the polarities
of internal versus external focus and short-term versus long-term focus, which
together represent a complete representation of organisational performance

A Typology of CSR

No matter whether the discourse is of corporate social responsibility or of

sustainability there exists a high degree of scepticism about the reality of
corporate activity. Accusations of greenwashing – presenting a false picture
– abound. We argue that this is a legacy of past behaviour when such an
accusation could reasonably be made about many organisations. Our argument
is the CSR is a developmental process and changes as organisations mature in
their behaviour and attitude towards both their stakeholders and their ideas
concerning social responsibility. Of course we also acknowledge that there
is a growing body of evidence to show that social responsibility behaviour
26 Global Perspectives on Corporate Governance and CSR

becomes reflected positively in the financial performance of a company,

thereby providing a financial imperative for changing behaviour. Moreover,
we argue that there are stages of growth as far as CSR is concerned which
become reflected in corporate behaviour. These can be seen as increasing levels
of maturity.

In order to consider the implications for CSR then the typology developed by
Crowther (2006) provides a useful vehicle. As he argues, it would be relatively
easy to develop a typology of CSR activity based upon the treatment of the various
stakeholders to an organisation but as Cooper et al. (2001) show, all corporations
are concerned with their important stakeholders and make efforts to satisfy
their expectations. Thus a concern with employees and customers is apparent
in all corporations, being merely a reflection of the power of those stakeholder
groupings rather than any expression of social responsibility. Similarly in some
organisations a concern for the environment is less a representation of social
responsibility and more a concern for avoiding legislation or possibly a reflection
of customer concern. Such factors also apply to some expressions of concern for
local communities and society at large. It is therefore inappropriate to base any
typology of CSR activity upon the treatment of stakeholders as this is often based
upon power relationships rather than a concern for social responsibility and it is
not realistic to distinguish the motivations.

Table 1.1 Stages of maturity of CSR activity

Stage of Dominant feature Typical activity Examples

development
1 Window dressing Redesigning corporate Changed wording and sections
reporting to reflect CSR language (see
Crowther, 2004)
2 Cost containment Re-engineering business Energy efficiency
processes programmes
3 Stakeholder engagement Balanced scorecard Customer/employee
development satisfaction surveys (see
Cooper et al., 2001)
4 Measurement and reporting Sophisticated tailored CSR reports
measures
5 Sustainability Defining sustainability: Sustainability reporting
re-engineering processes
6 Transparency Concern for the supply Human rights enforcement:
chain: requiring CSR e.g. child labour
from suppliers
7 Accountability Reconfiguration of the Relocating high value added
value chain activity in developing
countries
Source: From Crowther (2006).
 Corporate Governance and Corporate Social Responsibility 27

A different typology was therefore proposed – one which is based upon the
three principles of social responsibility outlined earlier. Moreover it shows the
way in which CSR develops in organisations as they become more experienced
and more convinced of the benefits of a commitment to this form of corporate
activity. The development of this typology is based upon research and interviews
with CSR directors and concerned managers in a considerable number of large
corporations, many of which are committed to increasing social responsibility.
It demonstrates stages of increasing maturity.

This can be explained as stages of growth reflecting increased maturity. The

stages can be elaborated as follows:

Stage 1 – Window Dressing

The initial engagement with CSR was to change corporate reporting to indicate
a concern for CSR without any actual change in corporate behaviour. This is the
stage which led to accusations of greenwashing. It is also the stage which most
observers of corporate activity continue to see even though in reality probably
every organisation has progressed to a stage of greater maturity

Stage 2 – Cost Containment

Corporations are always, of course, looking at their processes and seeking to

operate more efficiently, thereby reducing costs. Organisations have realised
that some of these can be represented as CSR activity – with things like energy
efficiency or water efficiency being obvious examples. So there is a double
imperative for this kind of activity – to improve financial performance and also
improve the social responsible image. Not surprisingly therefore corporations
quickly moved from Stage 1 to this stage – where action has been taken even
though it is not necessarily motivated by a sense of social responsibility.

Much of this kind of activity is easy to undertake and requires very little
in the way of capital investment. Naturally this activity has been undertaken
first. Activity requiring capital investment has a longer payback period and
tends to be undertaken more cautiously, with the threat of regulation often
being needed to encourage such activity. All organisations have progressed
through this stage also, although it must be recognised that the possible actions
under this stage will probably never be completed by most organisations.
Such cost containment remains ongoing even when the easy targets have been
addressed.
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