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XX
Purpose: The paper presents a review of the latest research on executive compensation and indicates the main problems and weaknesses of the existing solutions as well as trends for the future. Methodology: In the analysis executive compensation constitutes a crucial element of corporate �governance. The analysis is based on a review of the latest studies and research on the effectiveness of executive compensation referring to its size, structure and disclosure. Findings: The paper presents the latest fi ndings in the practice of executive compensation and it points to the extension of the period of time giving rise to the payment of cash bonuses, the introduction of a range of different indicators, based on which executives are evaluated, simplifying compensation packages, the implementation of deferred payments, the introduction of the “say on pay” rule and clawbacks. Practical implications: The analysis points out the main weaknesses of executive compensation, which were particularly emphasized in research studies on companies affected by the fi nancial crisis. The paper presents a wide range of suggested solutions that could be implemented in the fi eld of executive compensation in order to provide for a better alignment of the interests of executives with those of shareholders and for the increase in shareholder value. Originality/value: The paper attempts to identify the most severe corporate governance problems with reference to executive compensation and to confront them with research results as well as the recently proposed and implemented reforms and recommendations.
Zarządzanie i Finanse
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2013
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vol. 2
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issue 6
159-171
PL
Zjawisko corporate governance rozwija się wraz z rozwojem rynków kapitałowych. Jedocześnie rozszerza grupę interesariuszy, których prawa powinny być chronione. Wzrost zainteresowania rynkiem kapitałowym, powiększająca się grupa drobnych inwestorów, działanie funduszy emerytalnych, inwestycyjnych, a także wzrost ich świadomości uwidocznił niedostateczny poziom ochrony ich praw. W rezultacie podejmuje się działania mające na celu unaocznienie potrzeby ochrony praw akcjonariuszy mniejszościowych.
EN
Corporate governance refers to the structure of mechanisms and institutions which monitor and supervise companies. This structure is determined by the interplay of political, social and cultural factors which impact the institutional framework for companies’ functioning. The systemic approach studies the links and mutual influence of various determinants upon the shape of the corporate governance structure. The article adds to this literature focusing on the impact of cultural determinants on the functioning governance mechanisms and institutions. The article is of theoretical character and it aims to propose a conceptual model of relations between culture and corporate governance aspects.
PL
Nadzór korporacyjny obejmuje mechanizmy i instytucje nadzoru nad przedsiębiorstwem, które kształtują się w procesie oddziaływania czynników politycznych, społecznych i kulturowych determinujących ramy prawne funkcjonowania przedsiębiorstwa. Systemowe podejście do nadzoru korporacyjnego analizuje wzajemny wpływ tych czynników na kształtowanie się struktury nadzorczej. Artykuł wpisuje się w ten nurt badań nad nadzorem korporacyjnym, koncentrując się nad wpływem uwarunkowań kulturowych na kształt instytucji i mechanizmów nadzorczych. Artykułu ma charakter teoretyczny, a celem jest opracowanie modelu koncepcyjnego zależności między określonymi aspektami a wymiarami kultury a mechanizmami i instytucjami corporate governance.
XX
This article is an analysis of selected and the most important elements of the regulatory model of corporate governance in the Polish state companies with state treasury owns or holds. The analysis is based on the elements of corporate governance for members of the state companies, the relationship between state companies, the entitlement of employees and selected financial relationships.
EN
Research background: Diversity management is one of the hot topic issues present in current public discussions. Board diversity requirements are quite new for Polish public companies. The companies listed on the Warsaw Stock Exchange have to publish a statement on the company's compliance with the corporate governance recommendations and principles included in ?Best Practice for GPW Listed Companies 2016?. This regulation is based on the 'comply or explain? principle, thus the company may decide whether to comply with every rule included in the code, but decision on not implementing one or more rules should be explained by the company. Some of the recommended rules regard the board (supervisory and management) diversity policy implementation, where diversity refers to such dimensions as gender, education, age and professional experience. Purpose of the article: This study aims to investigate determinants of board diversity policy implementation by domestic companies listed on the WSE. It also documents explanations provided by companies that do not apply board diversity policy. Methods: The research sample covers 268 non-financial domestic companies listed on the Warsaw Stock Exchange between 2016 and 30 November 2018. The companies? current reports on company compliance with the corporate governance codes and information issued on companies? websites were analyzed in order to identify those that announced implementation of board diversity policy. This study uses logistic regression analysis to identify the firm-level characteristics that may influence the implementation of board diversity policy. Findings & value added: This is the first study analyzing the drivers of board diversity policy implementation by Polish companies listed on the WSE. It shows that large companies, companies with larger management boards and companies with women acting as presidents of the supervisory boards are more likely to take actions seeking to achieve management and supervisory board diversity.
EN
The synthesis of the privatisation process concerning state-owned enterprise is presented in combination with the privileged position of the Treasury. The concept of a golden share is juxtaposed with the principle of equal treatment of the shareholders and the qualification of enterprises strategic because of the important public interest. Examples of Polish regulations are presented in the light of the case law of the European Court of Justice.
EN
RESEARCH OBJECTIVE: The purpose of this paper is to verify the hypothesis according to which the principles of corporate govern­ance constitute an effective complement to the legal norms pertaining to the supervision over the operation of joint‑stock companies, thereby improving the quality and effectiveness of their operation. THE RESEARCH PROBLEM AND METHODS: An analysis of the legal regulations governing joint‑stock companies reveals that, while providing a potential for further development of this organisa­tional and legal form, they also contain areas that are ambiguous or open to abuse. Therefore, steps should be taken to close the existing legal loopholes by providing governance guidelines that would have the desired effect without burdening enterprises with excessive bu­reaucracy. In their work, the authors have employed the hypothetico‑deductive method. THE PROCESS OF ARGUMENTATION: The present work consists of five parts. It begins with an analysis of the legal structure of joint‑stock companies and the fundamental principles of their opera­tion justifying the implementation and observance of good practices. In the concluding part, we discuss the effects that can be achieved by companies with a higher level of corporate governance. RESEARCH RESULTS: The prevailing level of corporate culture affects the ability of national economies to accumulate capital resources, use them ef­ficiently, and successfully monitor their allocation. This corroborates the hypoth­esis put forward in the present work, according to which the rules of corporate governance constitute an effective complement to the legal norms pertaining to the supervision over the operation of joint‑stock companies, thereby improving the quality and efficiency of their operation. CONCLUSIONS, INNOVATIONS AND RECOMMENDATIONS: Solutions offered by corporate governance meet the market’s need for an effective tool for managing investor expectations that would be based on the thought‑out building of a stable market position for a given company rather than on dictates and prohibitions.
EN
Currently, there is a large disparity between the proportion of women who are employed and well educated and those who sit on corporate boards in the EU. This poses a great challenge for the EU and its Member States. This disparity should be significantly reduced because it is mandated by the EU fundamental right of equality between women and men (Article 23 of the Charter) and by the need for democratic legitimisation of the EU and of its economic governance (Articles 2 and 3(3) TEU). The proposal for a directive on gender equality on boards of listed companies is a legislative solution that should be further developed and improved.
EN
After the dotcom crises in 2001, there was a need for guidelines for the management and the supervision of a company. Corporate governance aims to strengthen the relationship of the company with all its stakeholders by providing clear rules and practices regarding accountability, fairness and transparency. If the codes of Corporate Governance are followed, a long – term success is ensured (Monks & Minow, 2004). The objective of this project is to do a detailed analysis of the corporate governance structure in Bhutan Postal Corporation Limited (BPCL).
EN
The study aims to examine the effect of environmental uncertainty on tax avoidance and the moderating effects of corporate governance. Data collection uses secondary data derived from the financial statements and annual reports of companies listed on the Indonesia Stock Exchange for the period of 2017–2019, using the S&P Capital IQ database. The population of this study consists of 80 companies with an observation period of 3 years. Thus, the total of research observations is 240, obtained by the purposive sampling method. The results showed that environmental uncertainty negatively affects tax avoidance. The indicators of corporate governance, which is an independent board of commissioners, can strengthen the relationship between environmental uncertainty and tax avoidance, while audit quality is proven to weaken the relationship between environmental uncertainty and tax avoidance.
EN
This study investigates the role of the country- and firm-level governance practices on the relationship between excess-cash and firm value in ASEAN-5 markets. Using the Generalized Method of Moment models and a sample of 578 firms from 2010 to 2020 the study finds that excess-cash reduces firm value, indicating high agency costs and low firm value. However, excess-cash motivated by managerial ownership, founder CEO, board independence, shareholder rights and creditor rights increase firm value while excess-cash due to managerial entrenchment and CEODuality reduce firm value. In the sub-sample analyses the study finds that entrenched managers and board size play a less effective role in wasting excess-cash in low-excess-cash firms while independent directors play a higher monitoring role in high-excess-cash firms. In addition, governance at the country-level is more effective than at the firm-level in improving the value of excess-cash in large firms. The study offers unique evidence on the relationship between excess-cash and firm value by integrating corporate governance practices at the firm- and country-levels. The research aids practitioners, academics, policymakers and investors in developing the best liquidity policies to enhance business performance.
12
Content available remote

Responsible Capitalism and the Culture of Investment

80%
EN
This paper outlines the background to, and describes the main conclusions of, the government-initiated Kay Review into UK equity markets and long-term decision making published in July 2012. The review, whose conclusions were accepted by the UK government, vividly describes flaws in the relationships between investors and businesses and concludes that short-termism is a key problem. It suggests that the principal causes of the short-term approach to investment are a decline of trust and the misalignment of incentives at the various stages of the equity investment chain. Among its recommendations is that the UK Stewardship Code, which advocates greater engagement by shareholders with the companies in which they invest, should include a more expansive form of stewardship, focussing on strategic as well as corporate governance issues.
EN
Purpose: The purpose of this paper is a discussion and in-depth analysis of the legal and organizational circumstances associated with the activities of Supervisory Boards in housing cooperatives. Methodology: A critical analysis of the existing legislation, own analytical analysis of the source documents, supplemented by conclusions and observations formulated on the basis of a case study, for the preparation of which information has been used obtained from primary sources in the form of documents of the analyzed housing cooperative and information obtained through participant observation. Findings: What has a decisive impact on the mechanisms of corporate governance in housing cooperatives are the direct behaviors of Supervisory Board members, as well as the lack of awareness and involvement of the residents, who do not want to actively participate in the life of the cooperative. A diagnosis is presented of the most important factors that infl uence the actual operations of the analyzed Supervisory Board. While the current legal regulations make it possible to ensure effective and proper control as well as adequate supervision over the activities of cooperatives. Originality: The paper enriches the theory of management sciences in terms of a wider perception of the term corporate governance in relation to other organizations than companies. The presented methodological approach that is the basis for a comprehensive and thorough inspection of the activities of the Management Board can be used in other cooperatives as well. In the literature on the subject no similar analysis, supported by the results of own analytical research, had been found.
EN
Islamic banks are growing rapidly with annual growth rates of 17.6% between 2009 to 2013 and 19.7% from 2014 to date. This level of growth is projected to continue into the future. Islamic banks now operate in more than 75 countries with a value of approximately $920 trillion of bank assets. Islamic banks are increasingly being seen as good long-term value propositions and are serving both Muslim and non-Muslim customers across international markets. Despite the rapid growth in Islamic finance, the underpinning corporate governance rules and regulations are at an embryonic stage of development with little attention having been paid to them. The purpose of this paper is to help fill that gap by exploring a conceptual model of corporate governance for Islamic banks based on both Islamic finance principles while fused with elements of corporate governance standards from Western theories and codes, primarily the UK, and thereby ensure that good governance is in place in Islamic banks. The paper links the predominant corporate governance theories of Principal/Agent, Stakeholder and Stewardship with practice based corporate governance codes and explores the potential of applying stewardship theory to Islamic banks. Islamic principles emphasis is on real assets rather than debt as is the case in Western Banks and as a consequence this paper offers the conclusion that the more prudent approach to banking used by Islamic banks could be used as a model for Western banks and thereby deliver a more sustainable future and maintain confidence in banks and substitute for the need for taxpayer support, such as the guaranteed deposit scheme, which acts as a backstop under the Western approach.
15
80%
EN
The purpose of this paper: The purpose of this paper is to addresses corporate governance shortcomings identified in the pre-crisis period using the example of Goldman Sachs, it attempts to reveal the company’s divergence from fundamental ethical values of the prime interest of shareholders and clients. Design/methodology/approach: This paper presents a case study of Goldman Sachs, one of the most successful yet the most controversial investment banks known for its strategy in linking politics and business. The practice of Goldman Sachs is identified within the corporate governance and business ethics framework. Findings: The case study presents and discusses Goldman Sachs’ ethically questionable operations which include helping Greece in the creative accounting for hiding the real debt level though the use of currency swaps, betting against credit default swaps while selling those instruments to clients (ABACUS scheme) and the instrumental treatment of customers referred to by the company as ‘muppets’. Research implications: The paper proposes an analysis of the structural corporate governance failures which led to the outbreak and development of the credit crunch relating them to unethical and irresponsible behaviour noted in the pre-crisis period. The lack of integrity and strong values, dominant public respect based on the level of consumption and personal wealth as well as the prime priority of generating short term profits proved to be the key drivers for the inefficiencies in corporate governance. The phantom declaration of ethical conduct and the lack of the internalization of codes of best practice led to trust crisis on the market and resulted in the deterioration of economic performance. Originality/value: The paper contributes to the development of the knowledge on both corporate governance and business ethics tracking patterns for the convergence or potential divergence of these two notions. Using the case study of Goldman Sachs it also attempts to understand the behaviour of the largest players on the stock market with regards to their business ethics and corporate governance practice. Finally, the paper studies the causes of the financial crisis rooted in the corporate quest for the highest profitability
EN
Janos Kornai was well ahead of mainstream economic thought in comprehending that senior executives have been operating in an intrinsically contradictory situation both in socialist and market-based economies and that there is no full remedy to handle conflicts of interest which arise. Kornai presented a comprehensive theory on this in his most important book, the Anti-Equilibrium, as early as 1971. The difficulties experienced by state-owned enterprises (SOEs) were not rooted merely in the socialist ownership form, but they were, to a significant extent, caused by the fact that SOEs were typically very large firms.
EN
Codes of conduct seek to institutionalize certain practices and govern the actions of those who accept the regime. As they arise and seek to displace established ways of life in organizations, they provide examples of institutional development and change. This paper examines how the UK code of corporate governance arose and developed over time, and how it leads to a common understanding across various fields of social actors. Specifically, it examines the debate about what the ethos of the board for directors should be, as exhibited in consultations informing the 1992, 2003 and 2010 versions of the code. It shows social actors, as expected, taking stances aligned with their economic interests. But over time and through the institutional work involved in the debate, some of those actors identify increasingly with the process, and the collective understanding informs the identity of those participants.
EN
State-owned enterprises are subject to numerous analyses around the world. In many studies, they had been assessed critically. Nevertheless, the state remains the owner of companies in many countries, in particular in strategic sectors of the economy. The article reviews and synthesizes results and conclusions of Polish and foreign studies on state-owned companies. On their basis, it also proposes recommendations for companies and regulators. The main aim of the paper is to assess the significance and causes of state ownership, to indicate areas in which state ownership can be more effective than private ownership as well as factors that may contribute to the improvement of the functioning of state-owned enterprises.
EN
The aim of this paper is to contribute to the understanding of the relationship between activist hedge funds and other institutional investors. Hedge funds are more likely to target firms with high levels of institutional ownership and demonstrate a preference for short-term focused institutional investors. Hedge fund activism generates short run and long run abnormal returns without increasing stock return volatility. Regardless of the investment horizon, volatility is inversely related to prior period institutional ownership. The trading behavior of institutional owners with different investment horizons is consistent with hedge fund activism creating value. These findings hold regardless of whether investment horizon is based on portfolio churn rate or type of institution. Overall the results suggest a mutually beneficial relationship between activist hedge funds and other institutional investors.
EN
The complexity of corporate governance and the need to consider a set of various economic, social, legal, historical and cultural determinants lead to the development of different research perspectives. Despite the multi-theme approaches the concept of shareholder value, the fundamental assumption of principal-agent theory, appeared to become the paradigm for research of the efficiency of corporate governance mechanisms and evolution and gave rise to many regulations or best practice. Corporate governance inefficiencies identified with the outbreak of the financial crisis cast doubt not only on the effectiveness of the shareholder value approach, but also on its economic and social argumentation. The current critic of this perspective may have impact on the corporate governance practice and regulation.
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