This paper investigates the development of corporate governance regulations in emerging economies, using the case of Bangladesh. In particular, the paper considers three issues: What type of corporate governance model may be suitable for an emerging economy such as Bangladesh? What type of model has Bangladesh adopted in reality? and What has prompted such adoption? By analysing the corporate environment and corporate governance regulations, the paper finds that, like many other developing nations, Bangladesh has also adopted the Anglo-American shareholder model (...) of corporate governance. Analysis of behaviours of principal actors in the Bangladeshi corporate governance scenario, using new institutionalism as a theoretical foundation, then reveals that such adoption may be prompted by exposure to legitimacy threats rather than efficiency reasons. (shrink)

This study investigates the extent to which South African listed corporations voluntarily disclose information on black economic empowerment (BEE) in their annual and sustainability reports using a sample of 75 listed corporations from 2003 to 2009. BEE is a form of socio-economic affirmative action championed by the African National Congress (ANC)-led government to address historical imbalances in business participation and ownership in South Africa. We find that block ownership and institutional ownership are negatively associated with the extent of BEE disclosures, (...) whereas government ownership, board diversity (age, education, ethnicity, nationality and occupation), board size and non-executive directors are positively related to the extent of BEE disclosures. By contrast, dual board leadership structure and gender diversity are not significantly associated with BEE disclosures. Our results are robust when controlling for firm-level characteristics, fixed-effects and alternative disclosure proxies. Our results are largely consistent with the predictions of agency, legitimacy, resource dependence and stakeholder theories. (shrink)

We examine the relationship between corporate governance and the extent of corporate social responsibility (CSR) disclosures in the annual reports of Bangladeshi companies. A legitimacy theory framework is adopted to understand the extent to which corporate governance characteristics, such as managerial ownership, public ownership, foreign ownership, board independence, CEO duality and presence of audit committee influence organisational response to various stakeholder groups. Our results suggest that although CSR disclosures generally have a negative association with managerial ownership, such relationship becomes significant (...) and positive for export-oriented industries. We also find public ownership, foreign ownership, board independence and presence of audit committee to have positive significant impacts on CSR disclosures. However, we fail to find any significant impact of CEO duality. Thus, our results suggest that pressures exerted by external stakeholder groups and corporate governance mechanisms involving independent outsiders may allay some concerns relating to family influence on CSR disclosure practices. Overall, our study implies that corporate governance attributes play a vital role in ensuring organisational legitimacy through CSR disclosures. The findings of our study should be of interest to regulators and policy makers in countries which share similar corporate ownership and regulatory structures. (shrink)

This article investigates corporate governance reform in South Africa in the context of the country’s international links with Anglo-American corporate governance and domestic pursuit of socioeconomic development. Two key questions are evaluated. (a) How has divergence within the Anglo-American model influenced corporate governance reform in South Africa? (b) Can South Africa’s historical closeness to the Anglo-American model be combined with increasing attention to stakeholder issues to produce a hybrid “African model” of corporate governance? Evaluating these questions, the following issues are (...) explored in turn: the contrast between shareholder and stakeholder models, divergence between U.S. and U.K. approaches to corporate governance as exemplified by Sarbanes-Oxley, locating a South African approach in context of the Anglo-American model, the King reports and an emerging “African” model of corporate governance, and the role of international and domestic factors in shaping South Africa’s ongoing reform process. (shrink)

The convergence of corporate social responsibility (CSR) and corporate governance (CG) has changed the corporate accountability mechanism. This has developed a socially responsible ‘corporate self-regulation’, a synthesis of governance and responsibility in the companies of strong economies. However, unlike in the strong economies, this convergence has not been visible in the companies of weak economies, where the civil society groups are unorganised, regulatory agencies are either ineffective or corrupt and the media and non-governmental organisations do not mirror the corporate conscience. (...) Using the case of Bangladesh, this article investigates the convergence between CSR and CG in the self-regulation of companies in a less vigilant environment. (shrink)

This article examines corporate social disclosures (CSD) in an African developing economy (Mauritius) as provided in the annual reports of listed companies from 2004 to 2007. Informed by the country’s social, political and economic context and legitimacy theory, we hypothesise that the extent and variety of CSD themes (social, ethics, environment and health and safety) will be enhanced post-2004 and will be influenced by profitability, size, leverage and industry affiliation. We find a significant increase in the volume and variety of (...) CSD, although information in relation to social activities remains the most prominent form of disclosure. This is in contrast to previous studies which reported on the primacy of employee disclosures in developing countries. Using a pooled regression analysis, we also observe that size does explain variations in overall CSD and social disclosures, whilst leverage is positively related to changes in environmental and health and safety disclosures. There is no profitability relationship, and the effects of industry affiliation on CSD are non-significant or contrary to expectations. Overall, we assert that legitimacy, as a strategic and managerially driven approach favouring symbolic actions, is the prevailing motivation underlying the progression of CSD in Mauritius. (shrink)