Shareholder activism has been largely neglected in the few available studies on corporate governance in sub Saharan Africa. Following the recent challenges posed by the Cadbury Nigeria Plc, this paper examines shareholder activism in an evolving corporate governance institutional context and identifies strategic opportunities associated with shareholders’ empowerment through changes in code of corporate governance and recent developments in information and communications technologies in Nigeria; especially in relation to corporate social responsibility in Nigeria. It is expected that the paper would (...) contribute to the scarce literature on corporate governance and accountability in Africa. (shrink)

Shareholder activism has become a force for good in the extant corporate governance literature. In this article, we present a case study of Nigeria to show how shareholder activism, as a corporate governance mechanism, can constitute a space for unhealthy politics and turbulent politicking, which is a reflection of the country’s brand of politics. As a result, we point out some translational challenges, and suggest more caution, in the diffusion of corporate governance practices across different institutional environments. We contribute to (...) the literature on corporate governance in Africa, whilst creating an understanding of the political embeddedness of shareholder activism in different institutional contexts—i.e. a step closer to a political theorising of shareholder activism. (shrink)

The majority of North American corporations awakened to the need for their own ethical guidelines during the late 1970s and early 1980s, even though modern corporations are subject to a surprising multiplicity of external codes of ethics or conduct. This paper provides an understanding of both internal and external codes through a discussion of the factors behind the development of the codes, an analysis of internal codes and an identification of problems with them.

As a result of recent corporate scandals, several rules have focused on the role played by Boards of Directors on the planning and monitoring of corporate codes of ethics. In theory, outside directors are in a better position than insiders to protect and further the interests of all stakeholders because of their experience and their sense of moral and legal obligations. Female directors also tend to be more sensitive to ethics according to several past studies which explain this affirmation by (...) early gender socialization, the fact that women are thought to place a greater emphasis on harmonious relations and the fact that men and women use different ethical frameworks in their judgments. The goal of this paper is to determine the influence of these characteristics of the Board in terms of promoting and hindering the creation of a code of ethics. Our findings show that a greater number of female directors does not necessarily lead to more ethical companies. Moreover, within Europe as a continent, board ownership leads to an entrenchment of upper-level management, generating a divergence between the ethical interests of owners and managers. In light of this situation, the presence of independent directors is necessary to reduce such conflicts. (shrink)

The King Report on Corporate Governance (1994) evoked unprecedented interest in corporate governance in South Africa. This does not mean that corporate governance was not an issue of concern before the release of this historical report. To the contrary, corporate governance in its broader sense has been at stake since the inception of the first publicly owned companies in South Africa. This article intends to give an overview of corporate governance in South Africa. It starts by making a distinction between (...) broad and narrow conceptions of corporate governance. Before applying this distinction to the practice of corporate governance in South Africa, a brief overview of the corporate landscape in South Africa is provided. Then the South African situation with regard to broad and narrow corporate governance respectively is analysed. The article ends with a discussion of the review of corporate governance that currently is in the making in South Africa. Throughout the article both the financial and ethical dimensions of corporate governance is attended to. (shrink)

A business code of ethics is widely regarded as an important instrument to curb unethical behavior in the workplace. However, little is empirically known about the factors that determine the impact of a code on unethical behavior. Besides the existence of a code, this article studies five determining factors: the content of the code, the frequency of communication activities surrounding the code, the quality of the communication activities, and the embedment of the code in the organization by senior management as (...) well as local management. The full model explains 32% of observed unethical behavior while the explanatory value of a code alone is very modest. The study shows when codes are effective, and even when they become counter effective. (shrink)

The King Report on Corporate Governance (1994) evoked unprecedented interest in corporate governance in South Africa. This does not mean that corporate governance was not an issue of concern before the release of this historical report. To the contrary, corporate governance in its broader sense has been at stake since the inception of the first publicly owned companies in South Africa. This article intends to give an overview of corporate governance in South Africa. It starts by making a distinction between (...) broad and narrow conceptions of corporate governance. Before applying this distinction to the practice of corporate governance in South Africa, a brief overview of the corporate landscape in South Africa is provided. Then the South African situation with regard to broad and narrow corporate governance respectively is analysed. The article ends with a discussion of the review of corporate governance that currently is in the making in South Africa. Throughout the article both the financial and ethical dimensions of corporate governance is attended to. (shrink)

The King Report on Corporate Governance (1994) evoked unprecedented interest in corporate governance in South Africa. This does not mean that corporate governance was not an issue of concern before the release of this historical report. To the contrary, corporate governance in its broader sense has been at stake since the inception of the first publicly owned companies in South Africa. This article intends to give an overview of corporate governance in South Africa. It starts by making a distinction between (...) broad and narrow conceptions of corporate governance. Before applying this distinction to the practice of corporate governance in South Africa, a brief overview of the corporate landscape in South Africa is provided. Then the South African situation with regard to broad and narrow corporate governance respectively is analysed. The article ends with a discussion of the review of corporate governance that currently is in the making in South Africa. Throughout the article both the financial and ethical dimensions of corporate governance is attended to. (shrink)

This study examined the relationship between unethical employee behavior and the dimensions of the Ethical Climate Questionnaire (ECQ). In order to explore the relationship between the dimensions of the ECQ and unethical behavior, the factor structure of five previously identified empirical models and the hypothesized nine-dimension model for the ECQ was tested with a confirmatory factor analysis. The analysis revealed that the hypothesized nine-dimension model provided as good or even better fit to the data than the five empirically derived models. (...) Therefore, the nine-dimensional model was used to examine the criterion-related validity of the ECQ. The results demonstrated that the nine ethical climate dimensions were correlated with some of the unethical behaviors examined in this study, but not others. However, the results clearly demonstrated that most of the ethical climate dimensions were significantly related to an aggregate measure of unethical behavior. It was suggested that these results might account for the differences in previous studies on the criterion-related validity of the ECQ. The results also replicated a previous report that the association between unethical behavior and ethical climate is stronger in organizations that do not have a code of ethics. Finally, a difference was observed in the ethical climates for organizations with a code of ethics and organizations without a code of ethics. (shrink)

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)