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3Grondslagen van corporate governance behandelt op een geïntegreerde benadering de juridische, economische en financiële aspecten van behoorlijk ondernemningsbestuur in samenhang, aan de hand van de verschillende mechanismen en actoren in het systeem van corporate governance.
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Corporate Social Responsibility affects Corporate Governance as it stretches the accountability of companies beyond its traditional boundaries. This however may conflict with the corporate objective of maximizing stockholder wealth. The paper provides an overview of various academic theories and corporate attitudes on this issue and discusses the merits and disadvantages of the two main governance modes: the stockholder mode and the stakeholder mode.
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While the wide stream of corporate governance literature dominates governance research, less attention is brought to its applicability to SMEs. We propose that a new perspective on governance research is needed to improve our ability to understand the governance mechanisms driving these smaller firms. Note: this is a confidential paper, part of a PhD-program and awaiting publication (as per August 2024)
DOCUMENT
Nobelpriiswinnaar Jean Tirole is voorstander van een breder governance concpet dan de traditionele focus op aandeelhouders maar heeft tevens oog voor de tekortkomingen van de 'stakeholder theory'.
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This article extends the corporate social performance (CSP) model by studying the role of governance structures and governance systems in shaping corporate social responsibility. The authors argue that a governance perspective offers a fruitful research strategy both to study empirically how firms balance the competing moral frameworks and political philosophies that are part and parcel of defining their role in society and to further the theoretical integration of the descriptive and normative perspectives in the business and society field. They illustrate the potential of this research strategy with a comparative case study of processes of responsiveness at four Dutch banks with markedly different governance structures. This study shows how governance systems and structures both enable and constrain corporate responsibility and responsiveness. The authors conclude with a proposal to reorient the CSP model to harness the integrative potential of studying corporate social responsibility through a governance lens.
DOCUMENT
I argue that a governance perspective on corporate social responsibility (CSR) makes it possible to explain why the concept will always be under-defined, is normative and thus political by nature, and is and should be difficult to measure. The perspective also makes it possible to understand the interaction between corporate values and stakeholders values.
In processes of dialogue within governance systems and governance structures, changing insights into the principles of CSR can lead to regulation or its adjustment. Power is important in these dialogues. Principles are at least partly shaped within governance systems and governance structures, and they influence the outcomes of corporate policies. Changes within the regulatory framework could also lead to changes in the principles of CSR.
Value attunement processes could lead to regulation, which again influences the governance structures and thus the power of stakeholders within the dialogue. The theoretical model provided helps to analyze why CSR is different in companies, cultures and academic traditions.
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When corporate social responsibility (CSR) as a sensemaking process is assessed from a corporate governance perspective, this implies that stakeholders do not only influence companies by promoting and enforcing regulations and other corporate guidelines. They also influence companies by promoting regulation on influence pathways, by demanding that companies develop formal mechanisms that allow companies and stakeholders to discuss and in some cases agree on changes to principles and policies. This perspective suggests that regulation is an outcome of power relations and is, as such, a reflection of certain mental models. As such, mental models reveal the political bias in corporate governance perspectives. For this reason, CSR research needs to be clear about the underlying assumptions about corporate governance, and corporate governance research needs to disclose which mental models of CSR influence the outcomes. Taking a governance perspective on the development of mental models of CSR helps to understand the interaction between CSR and processes of sensemaking at the institutional, organizational and individual levels.
DOCUMENT
This article extends the corporate social performance (CSP) model by studying the role of governance structures and governance systems in shaping corporate social responsibility. The authors argue that a governance perspective offers a fruitful research strategy both to study empirically how firms balance the competing moral frameworks and political philosophies that are part and parcel of defining their role in society and to further the theoretical integration of the descriptive and normative perspectives in the business and society field. They illustrate the potential of this research strategy with a comparative case study of processes of responsiveness at four Dutch banks with markedly different governance structures. This study shows how governance systems and structures both enable and constrain corporate responsibility and responsiveness. The authors conclude with a proposal to reorient the CSP model to harness the integrative potential of studying corporate social responsibility through a governance lens.
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Purpose: Using the global financial crisis as a critical event and based on institutional theory and stakeholder theory, this paper aims to explore the relationship between corporate governance and corporate social responsibility (CSR). The question is how stakeholders can influence corporate responses to societal change by using their position in the governance structure. Design/methodology/approach: The analysis is based on a historical analysis of data collected mainly between 2002 and 2004. The historical perspective enables an understanding of the response of the company to environmental changes. Findings: The approach enables researchers to relate the normative component of CSR to specific governance mechanisms. These governance mechanisms are specified in direct and indirect influence pathways. Historical data shed light on how, in the upbeat of the crisis, stakeholders have influenced the principles and policies of the ING Group, a Dutch financial company. Research limitations/implications: The paper suggests that stakeholders influence principles – normative assumptions that guide corporate decisions – mainly in dialogue-based meetings (direct influence pathways). Companies are made accountable in indirect influence pathways such as regulations. The author also demonstrates that a historical approach enables an understanding of long-term historical developments and the linking of corporate policies to the normative assumptions of stakeholders. Practical implications: If stakeholders wish to assess the social responsibility of a company, then they should assess the governance structure in relation to the principles and policies. The power structure within a company and that within the institutional framework in which the company operates (the governance system) strongly influences how a company executes its social responsibilities. Social implications: The paper demonstrates how stakeholders can use the governance structure to influence a bank. If society – or a specific group in society – wants banks to play a different role, this paper points to what could be the levers of change in the governance system and the governance structure. Originality/value: Insights into the complex relationship between corporate governance and the processes in which the social responsibilities of a company are developed.
DOCUMENT
Het is ironisch dat in een tijd dat van bedrijven een maatschappelijke missie wordt verwacht, Triodos bank worstelt met haar aandeelhouders. Triodos Bank is daarmee een test-case voor de maatschappelijke relevantie van het Nederlandse corporate governance systeem, volgens Frank Jan de Graaf.
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