A holistic model of corporate governance: a new research framework

A holistic model of corporate governance:a new research framework

Suzanne Young and Vijaya Thyil

Abstract

Purpose – The purpose of this paper is to propose a new model of corporate governance that is holistic– incorporating internal and macro perspectives across legal, regulatory, sociological, ethical, humanresource management, behavioural and corporate strategic frameworks. Researchers have signalledthe need for ‘‘new theoretical perspectives and new models of governance’’ due to a dearth of researchthat is context-driven, empirical, and encapsulating the full spectrum of reasons and actionscontributing to corporate crises.

Design/methodology/approach – The approach consists of theory building by reviewing the literatureand examining the gaps and limitations.

Findings – The proposed model is a distinctive contribution to theory and practice in three ways. First, itintegrates the firm-specific, micro factors with the country-specific, macro factors to illustrate the holisticnature of corporate governance. Second, shareholders and stakeholders are shown to be only onecomponent of the model. Third, it veers away from singular approaches, to dealing with corporategovernance using a multi-disciplinary perspective. The paper argues that such a holistic and integratedview is a necessity for understanding governance systems.

Research limitations/Implications – The challenge is to operationalize the model and test itempirically.

Practical implications – The model is instructive and of use for practitioners in attempting tounderstand, explain and develop governance models that are appropriate to their national and industrysettings.

Originality/value – This paper argues that narrow-based models are limited in their approach and in asound and integrative review of the up-to-date literature contributes to theory-building on corporategovernance.

Keywords Corporate governance, Ethics, Corporate social responsibility, Decision making

Paper type Research paper

Introduction

Even as corporate governance is emerging as an increasingly crucial area of modern

management due to corporate meltdowns, frauds and criminal investigations (Jensen, 2001;

Monks and Minow, 2004:1), researchers have signalled the need for ‘‘new theoretical

perspectives and new models of governance’’ (Daily et al., 2003, p. 371). Empirically, there

is a dearth of research that encapsulates the full spectrum of reasons and actions

contributing to the crisis that corporations are finding themselves in. The research that is

conducted tends to focus on regulation and the burgeoning control industry surrounding

accounting, auditing and legal frameworks. Moreover, the research is often not context

driven lacking a broad international focus. Furthermore, it is often conceptual in nature with

authors proposing a singular approach through new regulatory frameworks, new

decision-making processes or new approaches to learning.

We propose that such approaches do not provide the complete picture. Indeed, Cutting and

Kouzmin (2001) state that the term ‘‘corporate governance’’ has been unduly constrained by

PAGE 94 j CORPORATE GOVERNANCE j VOL. 8 NO. 1 2008, pp. 94-108, Q Emerald Group Publishing Limited, ISSN 1472-0701 DOI 10.1108/14720700810853437

Suzanne Young and Vijaya

Thyil are both based at the

Graduate School of

Management, La Trobe

University, Melbourne,

Victoria, Australia.

many commentators to mean only the regulatory and administrative framework that defines

the composition and operation of the corporate boards of public companies. The purpose of

this paper is to propose a new model of corporate governance that is holistic in its approach

– incorporating internal and macro perspectives across legal, regulatory, sociological,

ethical, human resource management, behavioural and corporate strategic frameworks to

increase our understanding of why such events transpire as well as how to prevent further

occurrences.

The paper will first set out the background and importance of governance research. Second,

it will discuss various frameworks that researchers have used in their study of governance.

Thirdly it will argue for a multi-theoretical approach to the study and in doing so present a

new model of governance useful for academics and practitioners in increasing their

understanding of the area of corporate governance.

Background of study

With the occurrence of the corporate failures in the USA and elsewhere in the last decade,

there has been an increasing focus on governance with several types of frameworks used to

analyse the system including regulation, both internal and external (see Jensen and

Meckling, 1976), behavioural (see Leung and Cooper, 2003) and decision-making (see

Pech and Durden, 2004) including power (see Cutting and Kouzmin, 2000, 2001, 2002;

Handy, 1978; Pfeffer, 1992) and ethics (see Francis and Armstrong, 2003; Lagan, 2006;

Svensson and Wood, 2004; Wood and Callaghan, 2003; Wood, 2002, 2005). Others

examine governance with the aim of addressing the needs of different groups of

stakeholders such as shareholders (Lynall et al., 2003), employees (Deakin et al., 2002),

customers (Lines, 2004) or society (Jensen, 2001). Others have examined governance

systems from contrasting perspectives such as the shareholder versus stakeholder models,

and market versus control models (Jensen, 2001; Sharma, 1997).

Traditionally, as proposed by agency theorists (starting from Berle and Mean’s, 1932 work

and including others such as Eisenhardt, 1989; Fama, 1980; Fama and Jensen, 1983;

Jensen and Meckling, 1976), corporate governance has focused on mechanisms and rules

designed to align the interests of the owners of capital and the managers of corporations.

Research in this area has therefore typically focussed on the agency relationship and such

mechanisms as types of ownership (Edwards and Hubbard, 2005), financial disclosure

(Botosan, 2005), methods of compensating directors and executives (Jensen and Murphy,

1990; Martin, 2005; O’Connor et al., 2006), audit committees and board structures (MacAvoy

and Millstein, 2005; Monks and Minow, 2005) to name a few. These rules encompass

procedures to elevate the importance of disclosure, openness and information,

transparency, legitimisation, participation and checks and balances (Holmstrom and

Kaplan, 2005).

This regulatory approach tends to be prescriptive in nature, advising on solutions to

situations after the crisis has occurred. In this regard it centres on the question of ‘‘what’’ and

‘‘how’’, such as how to set up effective governance? And what systems of governance

should be used? In contrast behavioural and decision-making approaches focus on the

‘‘why’’ question. Why were governance mechanisms ineffective? Why did boards and

managers act in the way they did? In answering such questions, behavioural approaches

are often regarded as a useful addition to the often-used regulatory approaches. In this vein,

Leung and Cooper (2003) argue that recent trends to focus on a regulatory approach,

neglects other considerations. They argue that the rise in economic rationalism and the

related increase in materialism of the public, and company directors and managers have fed

the corporate excesses. Wealth transfer to cliques of rich shareholders alongside transfers

of power has allowed them to appoint directors, managers and auditors who they can

control. Moreover, CEOs have awarded themselves unprecedented pay rises with a growing

gap between highest and lowest paid employees (Leung and Cooper, 2003, p. 507). They

cite Knott (2002) in arguing that some auditors have forgone ethics in return for record level

fees and commissions. In their examination of failure of governance they point to common

issues: the opportunistic behaviour of directors and managers in pursuing self-interest and

VOL. 8 NO. 1 2008 jCORPORATE GOVERNANCEj PAGE 95

undermining corporate governance mechanisms; failure of transparency and integrity in

performance measurement and management compensation; and failure of some corporate

watch dogs (Leung and Cooper, 2003, p. 510). They conclude by questioning (Leung and

Cooper, 2003, p. 514) whether the corporate accountability laws will solve problems of such

self-interested behaviour and the unhealthy shift in attitudes in the corporate world. Cassidy

(2003) articulates this view in his paper where he traces the history of corporate governance

in Britain during the last decade and concludes that the essence of better corporate

governance has been ‘‘hijacked’’ by large accountancy firms, resulting in an undue

emphasis on achieving financial goals and compliance with codes of practice, or mere

‘‘box-ticking’’. Thus, he surmises that in the drive to maximize shareholder value, the

regulatory approach has been to the detriment of critical relationships with employees,

customers, suppliers and the community and long-term shareholder value has been

destroyed.

Furthermore, there are very few studies actually using the evidence from corporations to

develop a model which could be used as a broader framework for analysis (for exceptions

see Healy, 2003; Robins, 2006; Aguilera et al., 2006). And those that do, discuss it from the

perspective of firms-in-crisis rather than factors that contribute to the wide array of

governance practice. For instance Mardjono (2005) investigates the corporate collapses of

Enron and HIH and concludes that even though these companies acknowledged good

corporate governance as a prevailing framework, the failure was in its implementation,

explaining that the corporations used governance principles as tools for investor relations to

keep stock prices high for the benefit of the boards (Mardjono, 2005, p. 282). She concludes

that ‘‘had Enron and HIH not departed from good governance frameworks. . .these giants

may have remained . . . ’’ (Mardjono, 2005, p. 282). But again that brings us back to the

question of Why?

As O’Connor et al. (2006, pp. 44-45) conclude from their research into CEO incentive

compensation as a major element of corporate control, ‘‘the effects of governance

mechanisms on managerial behaviour are more complex and more interactive than has

been hypothesised’’ and that ‘‘many corporate governance issues warrant further research’’

(O’Connor et al., 2006, p. 495). Moreover, Durden and Pech (2006, p. 84) argue that

regulatory, reporting and disclosure changes actually may bring about increases in costs,

reductions in decision speeds and flexibility and, indeed, hinder senior management in their

core task of adding value to their organisations. To overcome such unintended outcomes,

they argue that corporations may need to devise informal and less prescriptive systems to

support and reinforce corporate governance practice (Durden and Pech, 2006, p. 94). In

support Clarke (2006, p. 8) quotes one Australian chairman’s response to his country’s

reforms: ‘‘Boards and CEOs will become risk averse and restrain the world economy to the

detriment of us all’’.

It is clear that a more holistic governance model would be a worthwhile addition to the study

of corporate governance. The focus on prescriptive approaches requires broadening to

incorporate behavioural and multi-disciplinary perspectives. But first a review of the

research that has been conducted using the myriad of frameworks is useful starting point to

the discussion.

Behavioural frameworks of analysis

Behavioural perspectives include a variety of factors that impact on governance systems

and the actions of the parties in the system. These include power and self-interest, gender,

decision-making, learning, personality, groups, leadership, culture and values. These are

particularly important in improving our understanding of the role and activities of the board.

Board behaviour and decision-making structures, board networks, and the effect of board

composition such as part-time versus full-time members, executive versus non-executive

members, ethnic diversity and gender, are all important considerations in this regard.

Cutting and Kouzmin (2000) argue that corporate boards are failing to serve their companies

effectively due to apathy and ignorance of company affairs and a negligence of fiduciary

PAGE 96 jCORPORATE GOVERNANCEj VOL. 8 NO. 1 2008

duties. They refer to the corporate collapses and observe that the board did not know what

was going on. Questions were not asked, directors were operating in ignorance, simply

agreeing with CEOs’ decisions. As such, they argue ‘‘that corporate decision-making

processes can usefully be viewed as simultaneously comprising a political process, a

learning process and a process involving individuals’’ (Cutting and Kouzmin, 2000, p. 14)

and that the principles and guidelines for corporate governance should be re-designed on

the basis of understanding the dynamics between the three parties of executive,

shareholders and judiciary and other rule makers. Cutting and Kouzmin (2001, 2002) in

discussing the dynamics of the process incorporate dimensions of individual personality,

leadership style, group roles and group-think, leader-follower dynamics, and openness to

learning.

Similar concepts to Leung and Cooper (2003) and Cutting and Kouzmin (2000) have been

discussed by Pech and Durden (2004) when they argue that a raft of corporate failures have

been caused by managerial decision-making processes that have destroyed the integrity of

the organisational learning experience though the corrupt and dysfunctional behaviour of

the managerial elite. They state that ‘‘organisations need to build a culture of knowledge

sharing in which senior managers and, indeed all members of the organization, are

connected to and remain connected to the collective consciousness’’ (Pech and Durden,

2004, p. 73). In this way it is claimed filtered decision making processes can be minimised.

As Cutting and Kouzmin (2000) claim the important thing is that board processes allow

continual learning to occur, asking pertinent questions and maintaining a sprit of enquiry.

Similarly other researchers refer to culture as a determinant of good governance and its

implications for the role of the board. As Thornbury (2003, p. 1) states: ‘‘where companies do

not have a statement of values, or where the values are not accepted, there is a real danger

that company staff will act in their own interests, not in the interests of the stakeholders they

are meant to serve. At this point they may put at risk the reputation of the whole

organization’’. Since the board is the senior most level of management in the firm, and

culture is usually set from the top management, it is reasonable to accept Cutting and

Kouzmin’s (2000) argument that it is the board’s responsibility to ensure that there is a

learning culture and that ‘‘the processes of the board (and the corporation) should be

encouraging the development of a greater understanding of their reality and stimulating the

creation of new knowledge’’.

Increasingly important is the board’s strategic role with Kemp (2006), for instance, observing

that the increased expectations from a range of stakeholders including employees,

regulatory agencies and shareholder activist groups, are forcing boards to increase their

involvement in strategy formulation, strategic decision making and strategic control.

However, she claims empirical data from Australian companies reveals that involvement of

board members in strategy ‘‘is not equal’’ and is conditioned by several factors including

board members’ interests, experience, past decisions, informal relationships and ties with

other board members, and established board processes. A deeper level of involvement is

possible only if the board as a whole is willing to engage in constructive conflict as a team

and address decisions comprehensively.

Westphal and Milton (2000) mention that firms are being pressured by stakeholders to also

appoint directors with different ethnic backgrounds, gender and expertise with the

expectation that this would lead to less insular decision-making processes and introduce a

greater recognition for change. Independence and decision-making should be enhanced

through appointing board members from a variety of social networks they claim, thus

breaking social ties with existing directors.

In a similar vein, a study conducted by Sheridan (2001) surveying women board members of

publicly-listed companies in Australia found that seventy per cent of respondents felt that the

professional experiences and backgrounds of board members was inadequate and

requires to be enhanced through diversity. She found that networks and ‘‘who you know’’

were important for women to gain access to boards with 48 per cent of respondents

believing that organisations were afraid to appoint women who were not already on boards


and 46 per cent believing organisations did not know where to look for qualified women.

Further research she claims is warranted in uncovering how corporations can gain access to

the most effective range of skills for effective governance.

However, changing the composition to increase diversity alone may not lead to better

organisational performance. For, as Van der Walt et al. (2002, 2006) point out, board

composition will vary according to the life cycle stage of the firm, the strategic implications of

the operating environment, and the type of ownership structures and their associated

governance, performance and social requirements. This interconnectedness among several

variables underscores the need for approaching the issue of boards and corporate

governance in a comprehensive and holistic manner.

In heightening the importance of behavioural approaches as opposed to regulation, which

they believe is limited in its usefulness and is increasingly being questioned, Du Plessis et al.

(2005, pp. 368-382) explain the role of directors and managers as stewards or guardians

through a discussion of norms of behaviour. The stewardship approach proposes that

managers do have similar interests to the corporation, in that the careers of each are linked

to the attainment of organisational objectives and their reputations are interwoven with firm

performance and shareholder returns (Davis et al., 1997). Whereas the Resource

Dependency theory is useful in addressing the role of directors as boundary spanners

between the organisation and the environment (Pfeffer and Salancik, 1978).Directors’

professional appointments as lawyers or bankers, for example, enhances organisational

functioning by providing access to resources needed by the firm.

Hence, while the corporate governance literature has investigated the role of the board in

quite some detail and presented various theories such as agency theory that focuses on

monitoring, the resource dependence theory that concentrates on the board providing

access to resources, and the stewardship theory which focuses on the board’s strategic or

advisory role, it is evident that no single theory in isolation can provide a complete

understanding of the board’s role (Daily et al., 2003; Lynall et al., 2003; Nicholson and Kiel,

2004). The role, composition and behaviour of the board cannot be analysed in singularity

and their inter-relationships and impact of other variables requires further analysis.

Hence, we need to look at different approaches to decision making to improve our

understanding of the aims and objectives of each of the parties and how they can be

more closely aligned. Although there are common themes across the agency and

behavioural approaches in their discussion of goal misalignment between the

organisation, directors and managers, they differ in how to bring them together. As

Eisenhardt (1989, p. 63) argues even though agency and political perspectives assume

the pursuit of self-interest at the individual level and goal conflict at the organisational

level (for instance, March, 1962; Pfeffer, 1981) the differences lies in the former resolving

it though incentives or the price mechanism of economics, while the latter resolves it

through bargaining, negotiating and coalitions.

Business ethics and corporate social responsibility

Other researchers have focused on ethics as an important component of culture, values

and decision making in their examination of corporate governance. Even though

‘‘business ethics’’ has been evolving since the latter half of the twentieth century, it is only

in the last 15 years has it emerged as a distinct and high-profile area of corporate

concern and academic interest for instance in Australia (Wood, 2002). Lagan (2006, p.

72) claims that organisations need to manage the ethical dimensions of their business

due to ‘‘increasing governance regulation, a cynical media and pressure from

environmental and social agitators, as well as the increasing complex world of work

inside corporations’’. Indeed, regulation prescribes organisations to actively engage in

ethics in setting up governance frameworks with, for instance, the Australian Stock

Exchange (ASX) Corporate Governance Council incorporating ethics as a major

component. Its principle number 3 is to, ‘‘actively promote ethical and responsible

decision-making’’, and ‘‘clarify the standards of ethical behaviour required of company


directors and key executives . . . encourage the observance of those standards . . . ’’

(Australian Stock Exchange Corporate Governance Council, 2003,. 28).

Wood (2000, 2002, 2005)has examined codes of ethics, primarily in Australia, as one aspect

of ethical behaviour, arguing that the code is an ‘‘important artefact that announces to all that

the corporation has an interest in business ethics (Wood , 2005, p. 41). Although, the

limitations in using regulation and codes for promoting ethical behaviour has been

highlighted by numerous researchers. For instance, Wood and Callaghan (2003) considered

the commitment to business ethics of the top 500 Australian private companies in a

longitudinal study conducted over the years 1995 to 2001. They conclude that ‘‘companies

should not and cannot be judged solely on the existence of artefacts of business ethics that

they appear to have in place, but on the effectiveness in the marketplace of their programs

on the behaviour of all of their staff, from the CEO down’’ (Wood and Callaghan, 2003, p.

220). Similarly, Lagan (2006) adds that more needs to done than just signing off on ethical

codes of conduct – this includes setting up learning opportunities to ensure there is

congruence between personal and organizational values; rewarding ethical behaviour;

setting the ethical tone from the top; and empowering employees to raise ethical concerns.

Linking ethics to social responsibility and stakeholders is another important move away from

a singular approach. This idea is conceptualized by Svensson and Wood (2004) where they

discuss the need for business executives to proactively consider the corporation’s view and

society’s view. The conclude that ‘‘a consideration of one’s business ethics cannot be left

until a major crises arises, for a lack of preparation both philosophically and practically will

leave the corporation unduly exposed’’ (Svensson and Wood, 2004, p. 32). They postulate

that ‘‘business ethics research would benefit from exploring why companies in the market

place continuously fail to maintain a proactive gap of business ethics performance’’

(Svensson and Wood, 2004, p. 32).

Francis and Armstrong (2003) discuss ethics as a risk management strategy expanding on

its relationships with values, strategy, stakeholders and social responsibility. They define

ethics as being ‘‘concerned with moral philosophy, values and norms of behaviour that

guide a corporation’s behaviour within society’’ (Francis and Armstrong, 2003, p. 376).

Along with values, they add links to strategy when they argue that successful corporate

performance depends on the competitive advantage obtained from managing issues that

affect various stakeholders- from employees and customers to government departments

and communities and changing societal expectations of business arising from mutual

obligation and corporate social responsibility. They conclude that such an approach

contributes to stakeholders’ quality of life and leads to increasing profits, reducing fraud,

avoiding litigation and ensuring a healthy and safe working environment. They argue that

governance principles should include an ethics audit of every major decision implemented.

Even though companies may be complying with legislation, they argue, these are minimum

standards only, whereas ethics sets aspirational standards. In this way ethics is a

‘‘complement to the law’’.

Each of these perspectives proposes internal or firm-specific factors to be incorporated into

a new broader framework of governance. This quest for finding holism is observed by

Sundaramurthy and Lewis (2003) who explore the dynamic balance among corporate

governance imperatives and argue for a fundamental reframing of governance issues ‘‘that

moves beyond either/or thinking’’. In an attempt to highlight the decision-making structures

and governance, the authors, citing Demb and Neubaueur (1992), observe that ‘‘board

members must be independent personalities who can resist ‘‘groupthink’’ and raise critical

questions of colleagues’’. They also suggested a link between the life cycle of the firm, its

external environment, and the decision-making capability and effectiveness of the board.

Lynall et al. (2003) echo this idea and contend that the firm’s development or organisational

life cycle, and the relative power of the CEO and external financiers influence the board

formation and composition. This negates a static theory of governance and reinforces not

only a dynamic theory but one which incorporates a range of variables, some within the

control of the organisation and its board and others more deterministic in nature.


Macro-perspectives

This paper has alluded to external or macro-level factors in reference to social responsibility,

stakeholders and environment. These macro factors are an important dimension to

governance and require a more detailed discussion. Incorporating macro or external factors

is important as the organisation, as an open system, interacts with its environment

continually, gaining inputs, sending outputs, adapting, reflecting, changing and growing. In

this interactive system the importance of stakeholders is acknowledged.

Corporate social responsibility (CSR)

An increasingly important element of organisational activities is directed towards meeting

the needs of the variety of stakeholder groups, whose activities can threaten the survival of

the organisation. These stakeholders exist internally, and include employees, managers and

the board and externally, and include customers, government and community. Bonn and

Fisher (2006, p. 731) cite several researchers (Boatright, 2003; Carroll, 1999; Fisher, 2004;

Robbins et al., 2003; Shaw and Barry, 2004) who argue that businesses have obligations that

go beyond profit maximization and should make a positive contribution to society. Those

who argue from this perspective believe that corporations have a variety of broad social

obligations. This ranges from a minimalist approach such as meeting regulatory and legal

obligations to those more broadly focused on philanthropic opportunities such as assisting

underprivileged communities and developing countries. Simmons (2004) argues that these

responsibilities extend to environmental and social sustainability, incorporating human

resource practices and organisational justice, and argues for an ethical governance system

that incorporates the needs of a wide variety of diverse stakeholder groups. Hence, the

governance practices and principles adopted differ depending on the acceptance of the

corporation’s view of their social responsibility obligations. Important dimensions to be

considered in putting in place a social responsibility framework include internal policies in

areas of human resource and industrial relations, strategy, leadership, values and culture.

External dimensions to be considered include how customer needs are met and hence,

indirectly considerations of product quality and financial viability; and environmental, social

and community activities.

Linking this to behavioural perspectives, Aguilera et al. (2006) in researching the different

CSR approaches between US and UK firms draw on Cropanzano et al. (2001) to explain why

multiple actors such as employees, top management teams, firm owners, consumers,

government and non-governmental organisations acting at multiple levels – as individuals,

within firms, within nations, and within transnational organisations and in transnational

interactions- push firms to engage in CSR initiatives. They use justice principles to explain

the motives of the parties as being instrumental, relational and morality based. Instrumental

motives they argue are driven by self-interest, relational motives by status and peer

standing, and moral motives by ethics and welfare of larger groups within society.

Galbraeth (2006) citing previous work in the literature suggests that CSR is an area of

corporate concern that can not be overlooked and is essential to a firm’s overall strategy. The

author added that although some strongly oppose any responsibility of the firm beyond the

economic, research does suggest that CSR beyond just the economic ‘‘pays’’ and that CSR

does have a positive financial benefit to firms. Moreover he adds that countries view CSR

differently and various aspects including local cultures, regulatory environments, NGOs and

global standards are important considerations. Scholars (Buhmann, 2006; Decker, 2004)

have also linked CSR with legal structures arguing that CSR acts as informal law, and that

important principles of law are embedded in the general set of values which influences the

substance, implementation and communication of CSR.

Not just academics, but top management is also very vocal of the nexus between CSR and

its positive impact on firm value. Chris Goodyear CEO of BHP Billton states:

The benefits BHP Billiton gets from achieving a high standard of corporate social responsibility

are indisputable. Without our reputation as a corporate citizen contributing positively to our

communities, there is no doubt our profitability would be hampered and shareholder value

destroyed. . . It’s a powerful competitive differentiator. It has the potential to establish us as the


company of choice, giving us better access to markets, natural resources and the best and

brightest employees. By doing so, we can maximise profits for our shareholders (keeping the

Friedman adherents happy) while also ensuring we do the right thing by those who are impacted

by our business (Goodyear, 2006)

The link between social responsibility and share ownership, and indirectly to national

characteristics, is an interesting one and also worth exploring within the governance debate.

Hanson and Tranter (2006) observe for instance that Australia is a share-owning democracy

due to the highest proportion of shareowners of any country. For companies in Australia it

implies that their direct link with the society is therefore greater due to the vast majority of

people involved in their activities.

National characteristics – their linkages to corporate governance and CSR

These national characteristics and its links to corporate social responsibility and governance

more broadly, are impacted on by each country’s legal, cultural and values frameworks. As

Aguilera et al. (2006, p. 148) states:

Recognising that firms are situated within a given society and political tradition, which will

influence the decisions of individuals within the firm, one can conceptualise corporate

governance as relationships within the firm and between the firm and its environment.

The importance of such macro-external variables is specifically highlighted with the OECD

(1998) advocating for pluralism, adaptability and flexibility in corporate governance to suit

the unique requirements of individual countries. Indeed cultural relativism argues that the

standards of conduct vary with the norms and values of the host country; that there is no

single moral standard, only local moral practice (Dellaportas, 2005, p. 327).

Cornelius (2005) studied the relationship between the quality of governance practices in

several countries and the extent to which the quality levels could offset the perceived

weaknesses in the institutional framework (Cornelius, 2005, p. 13). He concludes that while

legal institutions play a key role in corporate governance, other factors, such as politics and

cultural and historical roots are important. A major implication of his study is that good

corporate governance at the company level need not be constrained by the local

environment of the firm and decision makers might in fact be able to put in place practices

that offset at least partly the weakness in the legal framework.

Notwithstanding this, there seems to be two governance models which most countries are

classified into: Those based on ‘‘markets’’ as in the USA and UK and those based on

‘‘relationships’’ as in Japan and Germany (Nowak, 2005, p. 410). History has provided an

antecedent to such developments with the Second World War influencing the importance of

banks in Germany for example, and the unification of East and West Germany providing a

fillip to change. Countries based on socialist principles also exhibit different governance

systems with greater government control and restricted stock market activity.

But globalisation has seen a rise in ‘‘western’’ market systems with a greater degree of stock

market activity with a corresponding changing reliance on market control rather than

bureaucratic control (Monks and Minow, 2004, p. 295). Although others question such

convergence of governance systems with Cernat (2004) citing researchers such as Coffee

(1998), Moerland (1995) and Mayer (1997) in this debate. And Du Plessis et al. (2005, p.

385) argue that the 1990s move to the more formalised outsider model of US corporate

governance by Germany, France and Japan is ceasing after the large-scale US corporate

collapses. While Monks and Minow (2004. p. 295) point to differences found within the

‘‘western’’ system in areas of style, structure and emphasis. As Monks and Minow (2004, p.

298) state there can be no ‘‘one size fits all’’ approach and countries’ governance practices

cannot be transplanted or imposed on others any more than cultures and legal systems can.

Stock market cycle

Proponents of the ‘‘western’’ system of governance argue that market control provides the

required checks and balances to ensure optimum governance. But such a system is at the

vagaries of the stock market with all of its own influences. It has been argued that a bubble


inevitably results in corporate collapses which leads to a general decrease in confidence in

the market with the result that statutory intervention occurs to restore confidence. With

confidence comes exuberance with the focus changing from conformance to performance

and renewed speculative frenzy (Du Plessis et al., 2005, p. 365). Such a cycle inevitably

effects the practices of those involved in governance as well as the types of systems that are

developed.

Even so, these views do not undermine the role of regulation. Monks and Minow (2004, p.

531) argue that governance frameworks arise from ‘‘differing national frameworks of law,

regulation and stock exchange listing rules, and differing societal values’’. These can be

mandatory or voluntary, linked to listing requirements or merely aspirational.

The necessity for a multi-dimensional perspective

A holistic multi-dimensional approach is required which attempts to capture the full array of

variables- those internal to the firm and those part of the broader environment – to

understand why certain types of behaviour occurs and to provide a new way forward in

governance analysis. Some authors have more recently adopted such an approach. For

instance, Aguilera et al. (2006) conceptualizes corporate governance as relationships within

the firm and between the firm and its environment; with the environment encapsulating law,

labour markets, product markets and capital markets.

Willis (2005) links the macro regulatory framework and guidelines directly to specific

processes and practices within firms, and argues that unless firms adhere to sound

information and records management, corporate governance will become ineffective. Citing

the HIH report which stated that corporate governance is ‘‘not limited to the legal controls

established under legislation or the general law, but also includes accountability, not only in

terms of legal restraint but also in terms of self-regulation and the norms of so-called best

practice’’, the author summarized the key factors of corporate governance as, direction,

leadership and accountability, combined with systems and processes. While direction,

leadership and accountability are the roles of the board of a company or the governing body

of an organisation, and systems and processes are the means by which they meet those

obligations.

Adams (2004) assessed in detail the ‘‘reporting-performance’’ gap, or the extent to which

corporate reporting on ethical, social and environmental issues reflected corporate

performance, which would indicate the extent to which an organisation is accountable to its

stakeholders, and concludes that there is a need for other measures to improve

accountability including mandatory reporting guidelines, better developed audit guidelines,

a mandatory audit requirement for MNCs, and a radical overhaul of corporate governance

systems.

In a similar vein, Robins (2006) use a multi-dimensional analysis to examine corporate

governance and categorises problems leading to corporate scandals as technical, political

and cultural. The first he argues focuses on accounting, auditing and board responsibilities,

the second relating to such political matters as conflicts-of-interest, and the third to the wider

cultural view of ethics, honesty and the law. He states that regulation is only part of the

solution with personal standards of honesty and ethics needing to be considered as part of

governance.

Each of these perspectives is important in developing a holistic corporate governance

framework. They illustrate the broad nature of governance and the need for a framework that

addresses the topic in an all-encompassing manner – that extends the analysis from a

prescriptive regulatory approach that limits actions, to one that is more descriptive and

provides an explanation of why actions occur and decisions are made. Figure 1 presents a

preliminary view of the broad issues that will form the components of the proposed model.

As indicated in Figure 1, the proposed model of corporate governance is a distinctive

contribution to theory and practice in three ways. First, it embeds the firm-specific or

micro-internal factors, within the country-specific or macro-external factors to illustrate that

corporate governance at firm-level will fail if not synchronized with the external environment


of the firm, and vice-versa. Second, shareholders and stakeholders are shown to be only one

component of the model with other important aspects being corporate social responsibility,

human resource management, organisational culture etc. Thirdly, it veers away from narrow

approaches focussing on legal and regulatory, accounting, ethics and so on, to dealing with

corporate governance using a multi-disciplinary perspective. We argue that such a

comprehensive and integrated view is indeed a necessity to explain governance systems in

the truly holistic sense.

This paper has reviewed the significance of governance research, discussed existing

frameworks, and in the light of rampant governance failures, presented a multi-theoretic

model incorporating internal and macro perspectives across legal, regulatory, sociological,

ethical, human resource management, behavioural and corporate strategic frameworks, to

increase our understanding of why such events transpire, as well as how to prevent further

occurrences. The model highlighted the wide range of issues that researchers and

practitioners need to address simultaneously, and in doing so it exposed the in-built

loopholes leading to governance failures when a piecemeal approach is adopted. The

governance system has been demonstrated to be a ‘‘living system’’ and an ‘‘open system’’

in that, a change in one variable affects several variables in the system, which necessitates

nothing short of a holistic and integrated perspective with a thorough understanding of the

linkages among the variables. The paper clearly highlighted that the issues identified and

raised are not new. As Becht et al. (2003, p. 5) in their discussion, ‘‘Whom should corporate

governance represent?’’ observed, ‘‘some of the main issues over which the early writers

Figure 1 Preliminary view of basic components in the proposed model of Australian

corporate governance


have been debating remain central today’’, such as an enhanced focus on stakeholders

rather than only on shareholders, role of employees in corporate governance, and, role of

corporate governance in increasing firm value. They cite Dodd (1932, p. 1162) who argued

that the interests of employees and consumers come before managers and owners in that:

. . . business is private property only in the qualified sense, and society may properly demand that

it be carried on in such a way as to safeguard the interests of those who deal with it either as

employees or consumers even if the proprietary rights of its owners are thereby curtailed.

In conclusion there is strong case for an immediate discussion and debate on the issues

raised in the paper. The capitalist and market forces have left an unwanted residue which

has now reached massive proportions. Observe this quote by De Geus (1997, p. 9, see

Cutting and Kouzmin, 2000), ‘‘. . . managers focus on the economic activity of producing

goods and services and forget that their organization’s true nature is that of a community of

humans’’. The model proposed in this paper compels a deeper look within the firm, within the

environment, and between the firm and its environment, encapsulating law, labour markets,

product markets and capital markets. The challenge lies in shifting corporate governance

from a regulatory approach that ‘‘limits’’ actions, to an environment of ‘‘self-regulation’’ and

adherence to personal ethical standards that actually requires ‘‘pro-active action’’. The time

has come as articulated by Phillips (2006) where ‘‘corporate managers are seeking not just

more corporate governance words but a reason for taking this philosophy into day to day

management’’, and this paper is a contribution in that direction. Future research should seek

to operationalize the elements identified in the model, identify and test the direction of

linkages among elements and focus on building a robust model that can be easily

incorporated into practice.

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About the authors

Suzanne Young commenced at the Graduate School of Management at La Trobe Universityin July 2005 after working for nine years at Deakin University where she was employed as aSenior Lecturer, lecturing in both the undergraduate and post graduate programs inmanagement, organisational behaviour, organisational theory, employee relations andstrategic management. Prior to moving to education she worked in accounting and financein the public health system and in chartered accounting, and she was also engaged inbusiness consulting, taxation and auditing. Suzanne has experience in a number ofexecutive positions including finance manager, chairperson and board memberships in thehealth and education sectors; and in employee and employer associations. Suzanne’sresearch has been presented at national conferences in UK, Europe and America. Herresearch interests are in the public sector, outsourcing, corporate governance andemployee relations. She is currently involved in research projects in corporate governance,entrepreneurship, human resource management of public hospitals and the management ofoutsourced staff. Suzanne Young is the corresponding author and can be contacted at:[email protected]

Vijaya Thyil joined the Graduate School of Management at La Trobe University as lecture in2003. She teaches Corporate Finance, Investment Valuation, Business Analysis andModelling, and Organisational Behaviour. Her research interests are Business Models ofSmall and Medium-sized Enterprises, Entrepreneurship and Entrepreneurial Spirit, andCorporate Governance, and she is currently involved in two research projects one onCorporate Governance, and the other on Building business models for the regional industryin Melbourne. Her research has been presented in Europe, Australia and New Zealand.


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A holistic model of corporate governance: a new research framework