Corporate Governance and National Institutions: An Emerging Research Agenda Igor Filatotchev Cass Business School, City University London and WU Vienna AIB 2014

International Patterns of Corporate Governance  UK/USA models of “shareholder activism”  Bank-centered, “Relationship Governance” in Germany and Japan  Governance models based on family control (Italy, Sweden, South-East Asia)  Governance in transition economies: the governance roles of the Government

Emerging Research Agenda   How do national institutions shape the nature and extent of governance conflicts in individual countries?   Do national institutions affect effectiveness and efficiency of specific governance practices (e.g., shareholder activism, board independence, etc)?   Do “institutional voids” lead to “governance voids”?   Are institutional factors complements/substitutes to the firm’s governance mechanisms?

Sociological Perspective on Corporate Governance   Institutional perspective shifts emphasis on macro factors that shapes relationships of control and power within and outside organizations   Corporate governance is part of institutional logics or “the axial principles of organization and action based on cultural discourses and material practices prevalent in different institutional and societal sectors “(Thornton, 2004)   Governance mechanisms, therefore, are “embedded” in wider cultural and social context, systems of beliefs, formal and informal rules that provide governance actors with cognitive frames to evaluate their actions

Strategic Responses to “Institutional Pressures”   Institutional isomorphism and compliance with “good governance”   “Decoupling” as a response to Institutional pressures: a surface compliance is separated from internal, technical activities (Codes and a “box-ticking” organizational culture)   Resistance to the diffusion of governance practices ( a case of “shareholder supremacy” in Austria)   Proactive efforts to affect institutional logics and create “manager-friendly” rationalized myths (a case of executive equity-based incentives)

Institutions and Infrastructure Hoskisson, Wright, Filatotchev & Peng, JMS

Summary and Future Research   Institutions are the second-order governance factor   They not only define the nature of governance problems, but also the effectiveness of their solutions   However, we do not know how “institutional tripod” (e.g., normative, regulatory and cognitive) creates context within which firm-level governance models evolve   Company response is far from being homogeneous. What drives this diversity? What is the scope for agency within the institutional logic perspective?   How does an interaction between macro-institutions and economic fundamentals shape strategies of EM MNCs?

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