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Good Governance Driving Corporate Performance: a Meta Good Governance driving Corporate Performance? A meta-analysis of academic research & invitation to engage in the dialogue December 2016 Proposal title goes here | Section title goes here 2 Good Governance driving Corporate Performance? |Contents Contents Abstract 4 Preface 5 Introduction to Corporate Governance 6 Governance and Performance in Academic Research 8 Dilemmas 12 Conclusion & Next steps 13 Methodology & Database 14 Contacts 19 3 Good Governance driving Corporate Performance? | Abstract Abstract Purpose Research implications This white paper provides insight into the The research also revealed some relationship between good governance discrepancies between governance and corporate performance. Governance variables proven to contribute to corporate variables that are scientifically proven to performance and the topics highlighted contribute to corporate performance are in the public debate on corporate identified and its impact is assessed. They governance. For example, the culture of may provide guidance for business as an organization, and risk management usual practices that will help remediate key practices, are rarely studied as a challenges. corporate governance variable impacting performance, while they are increasingly Design/methodology/approach important topics in the corporate The white paper is a joint effort between governance debate. Deloitte and Nyenrode, combining perspectives from both scholars as well as Practical implications the corporate community. The supporting The overview, best practices and dilemmas research includes an analysis of over 59 provided in this white paper serve as input academic articles published in the last for the ongoing dialogue on enhancing 10 years from highly ranked scholarly corporate governance. journals in the field of management on the relationship between governance and performance. Conclusion The paper provides evidence for the correlation between several governance variables and corporate performance. These variables include: • Board independence • Board diversity • Remuneration • CEO characteristics • Oversight • Ownership structure 4 Good Governance driving Corporate Performance? | Preface Preface Welcome to the first joint white paper of the Deloitte – Nyenrode Research Program investigating the relationship between good governance and corporate performance. This white paper provides insight into the Meta-analysis relationship between good governance To develop this white paper a meta-analysis Reading guide and corporate performance. Governance was performed on academic research 1. Introduction to Corporate variables that are scientifically proven to published between 2006 and 2016 in the Governance contribute to corporate performance have five highest-ranked academic journals 2. Governance and Performance in been identified by analyzing academic according to the Association of Business Academic Research research. This provides good practices and Schools (“ABS”) ranking. The learning of the 3. Dilemmas guidance identifying and addressing key respective studies were analyzed and its 4. Conclusion & Next steps challenges for Boards and directors. results summarized Appendix: Methodology & Database Good practices and dilemmas Joint effort In governance there is no one size fits all This white paper is developed as a joint solution. The best approach will depend on effort between the Nyenrode Corporate the organization’s particular circumstances. Governance Institute and Deloitte Research Program Our goal is to assist Boards and directors Governance Services. By combining with identifying the governance issues that insights from scholars and the corporate Deloitte and Nyenrode aim to really matter, provide good practices and community, actionable good practices, and contribute to the dialogue on good guidance, and help promote a dialogue guidance with identifying and addressing governance. We aim to explore good to identify and address dilemmas and related dilemmas have been derived. practices for Boards, provide guidance improve decision-making. The research from this white paper will be to identify and remediate dilemmas used for further action-based research. with the purpose of improving Corporate governance consists of various Deloitte and Nyenrode invite Boards and corporate performance. variables that interact with each other and directors to engage in the dialogue on influence the organization’s performance, governance and performance. Interpretation of main concepts as each in their own distinctive way. Boards applied: and directors are consequently faced • Performance: long-term corporate with many dilemmas as they seek the Wim Eysink, value creation. right governance approach that matches Senior Partner their organization. Deloitte Governance Services • Boards: governance body having oversight, for which the legal nature This white paper presents the governance Leen Paape, may differ based on the country of variables that have a proven correlation Dean residence. with corporate performance. Good Nyenrode Business Universiteit • Good governance: those elements practices are identified and recommended. that a board can influence to be They will provide specific guidance to in control of the business and address key challenges. corresponding results, enabling enhanced performance and accountability. 5 Good Governance driving Corporate Performance? | Introduction to Corporate Governance Introduction to Corporate Governance Crises and scandals in the past decades triggered global interest in corporate governance, which resulted in an increasingly growing regulatory environment. Did this lead to more effective corporate governance and improved performance? “The board is responsible The behavior of managers can have a great Following agency theory, corporate for sharing a culture impact on the performance and value of a governance, in the form of rule setting, company. Corporate governance is a way of monitoring and incentive and sanctioning that is focused on long handling “the separation of ownership and mechanisms, is needed to align the interests. term value creation control”, where managers of corporations may not have incentives to act in their Stakeholder theory of the company and shareholders’ best interestsi. Corporate Stakeholder theory assumes the core its business.“ governance as a concept includes the friction is that good performance of separation of roles and responsibilities, companies depends on the contributions communication channels, and behavior of many different parties. These Jaap van Manen between shareholders, board(s) of stakeholders – shareholders as well as Chairman of the directors (both executives and non- other parties - all have a stake in the Dutch Monitoring Committee executives) and the CEO. company and can choose how to prioritize their stakes based on the information Different schools of thought they have about the company. It is the There are several schools of thought responsibility of the management to describing the dynamics of corporate balance all these interestsiv. At the same governance. Most scholars use the time the stakeholders will try to influence agency theory, but stewardship theory management to meet their interests, goals and stakeholder theory are also used to and expectations. explain the dynamics between the different stakeholders in a companyii. These three Following stakeholder theory, corporate theories are not mutually exclusive or governance is needed to make sure that collectively exhaustive, but they provide the voice of stakeholders is heard and that fundamental explanations to many of the information about the company is distributed findings in our research into governance equally to all stakeholders. and performance. Stewardship theory Agency theory Stewardship theory assumes that Agency theory assumes the core friction management should put the long-term is the conflict of interests between the best interest of a group ahead of the different parties involved in the company. individual’s self-interestv. Stewards, unlike An agency problem exists if a principal, agents in the agency theory, consider their such as the shareholder, employs an interests to be aligned with the interests agent, such as the CEO and his/her of the corporation and its shareholders. In executive team, to lead the company on addition, managers as stewards are in the the principal’s behalfiii. Agency theory best position to maximize the interests of assumes that managers and shareholders stakeholders, including shareholders, since are expected to have potentially conflicting interests. 6 Good Governance driving Corporate Performance? | Introduction to Corporate Governance they are most familiar with the dynamics risk management, introduction of culture Does good governance actually of corporate strengths, weaknesses, as acritical part of corporate governance enhance corporate performance? opportunities, and threatsvi. and quality requirements for the “comply There is a clear trend of improvements in or explain” statements. governance codes and corresponding best According to the stewardship theory, corporate practices. Whether they actually improve governance in the form of selecting and Most of these themes are already part governance practices, and company training competent and trustworthy managers of the current code. What is new is performance, is less apparent. is required to commit all parties to work the introduction of, and emphasis on, The research performed for this white towards a common goal without taking
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