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Corporate Law & Governance Review
Number of Followers: 3  
 
  Hybrid Journal Hybrid journal (It can contain Open Access articles)
ISSN (Print) 2707-1111 - ISSN (Online) 2664-1542
Published by Virtus Interpress Homepage  [7 journals]
  • Corporate governance reporting: Compliance with upper limits for severance
           payments to members of executive boards in Germany
    • "Creative
      This work is licensed under a Creative Commons Attribution 4.0 International License.

      Abstract

      We examine how corporate governance reporting corresponds to actual conduct regarding severance payment caps for prematurely departing members of executive boards in Germany. Firstly, we evaluate the declarations of conformity for all companies listed in the CDAX between 2010 and 2014, which we use to determine conformity and deviation rates, and analyse the reasons for deviation, contributing to current research on comparative corporate governance, which focuses on when, why and how companies deviate from legitimate corporate governance goals (Aguilera, Judge, & Terjesen, 2018). Secondly, we assess the compensation amounts of all severance payments made and published by DAX companies to compare the respective severance ratio with the cap recommended by the German Corporate Governance Code (GCGC). We find that more than 20% of companies listed in the CDAX declared deviation in the declaration of conformity. Moreover, in 57% of actual severance cases where DAX companies had previously declared their conformity, the cap was exceeded. Yet, none of the companies that had exceeded the cap disclosed this in the following declaration of conformity. In most cases, the corporate reports deviated from reality and therefore could not serve as a suitable basis for decisions by the capital market.

      Keywords: Code, Corporate Governance, Executive Board, Germany, Reporting, Severance Payment

      Authors' individual contribution: Conceptualization – A.D. and U.S.-E.; Methodology – A.D. and U.S.-E.; Validation – U.S.-E.; Formal Analysis – A.D. and U.S.-E.; Investigation – U.S.-E.; Data Curation – U.S.-E.; Writing – A.D. and U.S.-E.; Visualization – A.D. and U.S.-E.; Supervision – A.D.; Administration – A.D.

      Declaration of conflicting interests: The Authors declare that there is no conflict of interest. The tables and the figure are translated by permission from Springer Nature Customer Service GmbH: Springer Fachmedien Wiesbaden GmbH from “Abfindungsobergrenzen für Vorstandsmitglieder” by Ute Schottmüller-Einwag (2018, pp. 49-52, 65-67, and 69). The article has undergone double blind peer review before publishing.

      JEL Classification: D86, G34, J65, K12, M12

      Received: 05.06.2020
      Accepted: 29.07.2020
      Published online: 14.08.2020

      How to cite this paper: Dilger, A., & Schottmüller-Einwag, U. (2020). Corporate governance reporting: Compliance with upper limits for severance payments to members of executive boards in Germany. Corporate Law & Governance Review, 2(2), 18-32. https://doi.org/10.22495/clgrv2i2p2

      2020-08-14T12:14:36Z
       
  • The effect of the board of directors on the performance: Case of Tunisian
           banks
    • Abstract

      The board of directors plays a crucial role as an internal structure of corporate governance. Certainly, its efficiency is needy on the existence of numerous issues; the greatest significance is correlated to its characteristics that relay principally to the individuality of its memberships, board dimension, combining the purposes of pronouncement and regulator as well the grade of the individuality of the audit board and the diverse gender of the committee. To assess the authenticity of our assumptions, which stipulate the presence of deterministic characteristics of the committee on the profitability of Tunisian banks, we evaluated by three different ratios i.e., ROA (return on asset), ROE (return on equity), and MP (market performance); and we estimate three models with linear regressions. The empirical findings were performed on a data sample composed of 11 Tunisian banks listed on the Stock Exchange of Tunisia (SET) during the period from 1999 to 2018. From the estimated regressions, we find a satisfactory outcome indicating the significance of the influence of the characteristics of the committee on the banking performance in Tunisia. Then, the percentage of outside directors negatively affects the level of the financial performance of banks. The number of institutional administrators performs an essential role in improving financial performance. Finally, the duality of the Presidency of the Council General-Directorate has a negative effect on the level of stock market performance of Tunisian banks.

      Keywords: Board, Economic Performance, Market Performance, Financial Performance

      Authors' individual contribution: Conceptualization – A.D. and L.J.; Methodology – A.D., A.L., and M.B.L.; Software – A.K.E. and M.B.L.; Validation – A.D., L.J., and A.K.E.; Formal Analysis – M.B.L. and A.L.; Investigation – A.D., M.B.L., and L.J.; Resources – A.D.; Data Curation – A.D. and A.K.E.; Writing – L.J. and A.D.; Supervision – A.D.

      Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

      Acknowledgements: The Authors are grateful to the anonymous referees of the journal for their extremely useful suggestions to improve the quality of the paper.

      JEL Classification: G32, G34

      Received: 06.06.2020
      Accepted: 24.07.2020
      Published online: 31.07.2020

      How to cite this paper: Derbali, A., Jamel, L., Lamouchi, A., Elnagar, A. K., & Ltaifa, M. B. (2020). The effect of the board of directors on the performance: Case of Tunisian banks. Corporate Law & Governance Review, 2(2), 8-17. https://doi.org/10.22495/clgrv2i2p1

      2020-07-31T10:33:16Z
       
  • Editorial: Trends in corporate governance – vision and future
           expectations
    • "Creative
      This work is licensed under a Creative Commons Attribution 4.0 International License.

      This issue of the journal "Corporate Law & Governance Review" was published on July 17, 2020.

      By clicking the button "Download This Article" below you will gain direct access to the Editorial Note of the issue.

      How to cite: Vaz Ferreira, J. (2020). Editorial: Trends in corporate governance – vision and future expectations. Corporate Law & Governance Review, 2(1), 4-6. http://doi.org/10.22495/clgrv2i1editorial

      2020-07-17T08:18:23Z
       
  • Corporate governance practices in Portugal
    • "Creative
      This work is licensed under a Creative Commons Attribution 4.0 International License.

      Abstract

      Corporate governance is not a new topic but has become more relevant in the last years due to the financial crisis of 2008, when diverse companies went to bankruptcy, and investor's protection was weakened. Thus, diverse countries have revised corporate governance mechanisms and recommendations to restore the confidence of investors and the transparency of companies' financial reports. This work aims to explain the evolution of corporate governance practices in Portugal. We provide information on corporate governance' legal framework. Then we explain ownership structures and board of directors' and directors' remuneration practices. Shareholders' rights and activism are also explained. Finally, we linked the topic of corporate governance and companies' performance and social responsibility. This work contributes to increasing literature review on corporate governance practices, by presenting the evolution of corporate governance practices in a specific country, Portugal.

      Keywords: Corporate Governance, Corporate Governance' Practices, Investors' Protection, Portugal, Listed Firms

      Authors' individual contribution: Conceptualization – I.L.; Methodology – I.L., M.C.G., and N.T.; Resources – I.L., M.C.G., and N.T.; Writing – Original Draft – I.L., M.C.G., and N.T.; Writing – Review & Editing – I.L.; Visualization – I.L.

      Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

      JEL Classification: G34

      Received: 08.05.2019
      Accepted: 28.04.2020
      Published online: 27.05.2020

      How to cite this paper: Lisboa, I., Guilherme, M. C., & Teixeira, N. (2020). Corporate governance practices in Portugal. Corporate Law & Governance Review, 2(1), 42-54. https://doi.org/10.22495/clgrv2i1p4

      2020-05-27T12:13:34Z
       
  • The application of the German model of company law to the banking sector:
           A private law measure to avert systemic risk
    • Abstract

      Since bank failures and its systemic and contagion effects have become an issue, various ex-ante and ex-post solutions have been contemplated and put forward to tackle the bank failure or and to manage its consequences. Among the ex-ante measures to tackle and avert the excessive risk-taking by banks, regulatory intervention through mandatory capital adequacy as exemplified in the Basel Accords, has been popular. However, even the most recent arrangements for implementing the capital adequacy standards have not been very successful leading to regulatory failures. Bank failures not only inflict costs and losses to the shareholders and depositors of the bank, the managers of which take excessive risk, but also the contagion effects mean the losses are extended to the banking system and the society at large. In this paper, we are proposing an ex-ante private law mechanism through the reform of company law rules to stop excessive risk-taking by the bank managers, and therefore avoiding the systemic risk which has far more ramifications for society as a whole. The solution we are proposing is rather a corporate governance scheme under which a two-tier management regime consisting of a supervisory board and management board. As it has been the feature of German company law, the supervisory board allows stakeholders of the bank including depositors and central banks, employees and creditors, to participate in the management of the company and control the executive members of the board in terms of the level of risk-taking. This ex-ante mechanism as a private law measure is theoretically more effective and less costly compared to regulatory schemes.

      Keywords: Company Law, Corporate Governance, Legal Systems, Systemic Risk, Banking Regulation, Stakeholders, Bank Failures, Supervisory Boards, Management Boards

      Authors' individual contribution: Conceptualization – M.B.; Methodology – M.O.; Formal analysis – M.B. and M.O.; Investigation – M.O.; Resources – M.O.; Writing – Original Draft – M.O.; Writing – Review & Editing – M.B.; Supervision – M.B.; Project Administration – M.B. and M.O.

      Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

      JEL Classification: K23, K22, K40, M1

      Received: 04.03.2020
      Accepted: 22.05.2020
      Published online: 25.05.2020

      How to cite this paper: Okigbo, M., & Bagheri, M. (2020). The application of the German model of company law to the banking sector: A private law measure to avert systemic risk. Corporate Law & Governance Review, 2(1), 27-41. https://doi.org/10.22495/clgrv2i1p3

      2020-05-25T08:08:54Z
       
  • Long-term stockholder and stakeholder value and corporate governance
           implications
    • "Creative
      This work is licensed under a Creative Commons Attribution 4.0 International License.

      Abstract

      The key research question of this paper is to explore the major implications for corporate governance from the emergence of long-term stockholder and stakeholder value perspectives for the purpose of a corporation. The major implication for corporate governance is the significant opportunity for boards of directors to play a vital role in helping companies create long-term sustainable value. An initial step is to develop a clear understanding of the company's business strategy and how long-term value is created through innovation and deployment of resources. Boards of directors need to understand what really creates long-term value in their companies and then make sure their companies develop ways to measure and manage such value in order to be able to “govern like owners” and fulfill their fiduciary roles. To facilitate this fiduciary role, McKinsey & Company's Corporate Horizon Index with its five key indicators, investment, earnings quality, margin growth, quarterly management, and earnings-per-share growth, and their related hypotheses and measurement approaches can be used as a roadmap.

      Keywords: Long-Term Stakeholder Value, Corporate Governance

      Authors' individual contribution: Conceptualization – H.G.; Methodology – H.G.; Resources – M.C.; Writing – Original Draft – H.G.; Writing – Review & Editing – M.C. and T.X.; Visualization – T.X.; Funding Acquisition – M.C.

      Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

      JEL Classification: G3, G30

      Received: 12.12.2019
      Accepted: 15.05.2020
      Published online: 18.05.2020

      How to cite this paper: Grove, H., Clouse, M., & Xu, T. (2020). Long-term stockholder and stakeholder value and corporate governance implications. Corporate Law & Governance Review, 2(1), 18-26. https://doi.org/10.22495/clgrv2i1p2

      2020-05-18T09:13:16Z
       
  • Evaluation of governance challenges associated with the exercise of
           fiduciary duties by the board members of the state-owned entities
    • Abstract

      There are fundamental challenges encountered by the non-executive directors (board members) of state-owned entities in a course of exercise of fiduciary duties. These challenges are, inter alia, conflict of interests, failure to uphold the fundamental principles of corporate governance, lack of necessary skill and competencies, and this impact on the ultimate performance of the company. The article seeks to evaluate the potential challenges encountered by board members of state-owned entities in the course of exercise of their fiduciary duties. The results indicate that failure to comply with fiduciary duties may have drastic effects on a state as a shareholder and may lead to a decline in corporate governance of state-entity. The article will make a brief reference to fiduciary duties in terms of common law, the Companies Act, PFMA and King IV, secondly examine potential challenges and thirdly conduct a comparative approach with the international instruments with the aim of making recommendations/best practices. The article makes reference to various case laws dealing with fiduciary duties, journal articles, internet sources and textbooks, common law and legislations.

      Keywords: Governance, Fiduciary Duties, Board Members, Common Law, Directors, Companies Act, PFMA

      Authors' individual contribution: The author is responsible for all the contributions to the paper according to CRediT (Contributor Roles Taxonomy) standards.

      Declaration of conflicting interests: The Author declares that there is no conflict of interest.

      JEL Classification: G38, K2, O16

      Received: 18.03.2020
      Accepted: 04.05.2020
      Published online: 08.05.2020

      How to cite this paper: Kgarabjang, T. (2020). Evaluation of governance challenges associated with the exercise of fiduciary duties by the board members of the state-owned entities. Corporate Law & Governance Review, 2(1), 8-17. https://doi.org/10.22495/clgrv2i1p1

      2020-05-08T07:09:16Z
       
  • Feedback from stakeholders
    • Virtus Interpress transparency initiative was launched a couple of years ago. In this section, we provide (and continuously update) feedback from our stakeholders.

      Feedback from the authors:

      • Khaled Otman, Department of Accounting, Faculty of Economics, University of Benghazi, Libya: "It was my first experience in publishing in Corporate Law and Governance Review journal. I really appreciate highly organized instructions for publication and high expertise of reviewers. Robust review was helpful to make my manuscript more scholarly and internationally appealing. The comments and recommendations of the reviewers and editors were very constructive. I congratulate the editor and assistant editor of Journal for the editing standards and professionalism. The publication process from submission to final publication is fast. I am very satisfied with the experience of publication".
      • Elisabete Vieira, Researcher at GOVCOPP Unit Research, Lecturer in ISCA-UA and DEGEIT, University of Aveiro, Portugal: "It was a pleasure to cooperate with the journal "Corporate Law and Governance Review", through the publication of a paper. The communication with the managing editor of the journal was very fluent, direct, and easy to establish. The reviewing process was done in a reasonable time and the process was fluent. Finally, the reviewer's report content was very fruitful, with comments and suggestions which, undoubtedly, improved the final quality of the article".
      2020-03-12T12:09:46Z
       
 
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