Lecture 3: Diffusion of Corporate Governance practices
Cuomo, F. C.Mallin & A.Zattoni (2016) Corporate Governance Codes: a review and a research agenda,
Corporate Governance: an International Review, 24(3), 222-241.
Witt, M.A., Fairnshmidt, S. Aguilera, R.V., (2022) Our board, our rules: Nonconformity to Global
Corporate Governance Norms, Administrative Science Quarterly, Vol.67(1), pp.131-166. (you can leave
out pp.142-148).
The Dutch Corporate Governance Code (2022), issued by the Dutch Corporate Governance Monitoring
Committee, pp.1-13 (flip through the rest) (see Brightspace for the link to the relevant pdf).
, Cuomo, F. C.Mallin & A.Zattoni (2016) Corporate Governance Codes: a review and a research agenda,
Corporate Governance: an International Review
This article reviews the academic literature on corporate governance codes and provides a research agenda for
future studies. The authors identify three research streams, including the development and evolution of corporate
governance codes, the effectiveness of these codes in promoting better governance practices, and the interaction
between codes and other governance mechanisms. The article also discusses the challenges in studying
corporate governance codes, such as the lack of consensus on the definition of a code and the difficulty in
measuring the impact of codes on corporate behavior.
Corporate governance codes are increasingly important: The authors note that corporate governance codes have
become increasingly important in recent years, as they provide guidance on best practices for corporate
governance and help to ensure that companies are managed in a transparent and accountable manner.
Codes vary in terms of their content and scope: The authors highlight that corporate governance codes can vary
significantly in terms of their content and scope. Some codes focus on specific issues such as board composition
and executive pay, while others provide broader guidance on governance practices and principles.
Codes can be voluntary or mandatory: The authors note that corporate governance codes can be voluntary or
mandatory. Voluntary codes rely on self-regulation and encourage companies to adopt best practices, while
mandatory codes are legally binding and require companies to comply with specific governance standards.
Codes can have different levels of enforcement: The authors highlight that corporate governance codes can have
different levels of enforcement, ranging from self-regulation to government oversight and legal enforcement.
The authors propose a research agenda for corporate governance codes: The authors propose a research
agenda for future studies in this area, which includes the following key areas:
Understanding the effectiveness of corporate governance codes: The authors suggest that future studies should
evaluate the effectiveness of corporate governance codes in improving governance practices and outcomes.
Examining the role of institutional factors: The authors argue that institutional factors, such as legal and regulatory
frameworks, can play an important role in shaping the development and implementation of corporate governance
codes.
Analyzing the role of stakeholders: The authors highlight that stakeholders, including shareholders, employees,
and regulators, can play an important role in promoting the adoption and enforcement of corporate governance
codes.
Comparing codes across different countries and regions: The authors suggest that future studies should compare
corporate governance codes across different countries and regions, in order to identify best practices and areas
for improvement.
Examining the relationship between codes and firm performance: The authors argue that future studies should
examine the relationship between the adoption and enforcement of corporate governance codes and firm
performance, in order to better understand the impact of these codes on companies and their stakeholders.
Key points and takeaways:
Corporate governance codes are a widely used mechanism for promoting good governance practices.
The effectiveness of these codes in improving corporate governance practices is still a subject of debate.
Research on corporate governance codes should focus on their development, evolution, effectiveness,
and interaction with other governance mechanisms.
Measuring the impact of corporate governance codes on corporate behavior is challenging due to the
lack of consensus on their definition and the difficulty in isolating their effects from other governance
mechanisms.
Overall, the article provides a comprehensive overview of corporate governance codes, highlighting their
increasing importance and the need for further research in this area. The authors' proposed research agenda
provides a useful framework for future studies, which can help to improve our understanding of the effectiveness
and impact of corporate governance codes on companies and their stakeholders.
Cuomo, F. C.Mallin & A.Zattoni (2016) Corporate Governance Codes: a review and a research agenda,
Corporate Governance: an International Review, 24(3), 222-241.
Witt, M.A., Fairnshmidt, S. Aguilera, R.V., (2022) Our board, our rules: Nonconformity to Global
Corporate Governance Norms, Administrative Science Quarterly, Vol.67(1), pp.131-166. (you can leave
out pp.142-148).
The Dutch Corporate Governance Code (2022), issued by the Dutch Corporate Governance Monitoring
Committee, pp.1-13 (flip through the rest) (see Brightspace for the link to the relevant pdf).
, Cuomo, F. C.Mallin & A.Zattoni (2016) Corporate Governance Codes: a review and a research agenda,
Corporate Governance: an International Review
This article reviews the academic literature on corporate governance codes and provides a research agenda for
future studies. The authors identify three research streams, including the development and evolution of corporate
governance codes, the effectiveness of these codes in promoting better governance practices, and the interaction
between codes and other governance mechanisms. The article also discusses the challenges in studying
corporate governance codes, such as the lack of consensus on the definition of a code and the difficulty in
measuring the impact of codes on corporate behavior.
Corporate governance codes are increasingly important: The authors note that corporate governance codes have
become increasingly important in recent years, as they provide guidance on best practices for corporate
governance and help to ensure that companies are managed in a transparent and accountable manner.
Codes vary in terms of their content and scope: The authors highlight that corporate governance codes can vary
significantly in terms of their content and scope. Some codes focus on specific issues such as board composition
and executive pay, while others provide broader guidance on governance practices and principles.
Codes can be voluntary or mandatory: The authors note that corporate governance codes can be voluntary or
mandatory. Voluntary codes rely on self-regulation and encourage companies to adopt best practices, while
mandatory codes are legally binding and require companies to comply with specific governance standards.
Codes can have different levels of enforcement: The authors highlight that corporate governance codes can have
different levels of enforcement, ranging from self-regulation to government oversight and legal enforcement.
The authors propose a research agenda for corporate governance codes: The authors propose a research
agenda for future studies in this area, which includes the following key areas:
Understanding the effectiveness of corporate governance codes: The authors suggest that future studies should
evaluate the effectiveness of corporate governance codes in improving governance practices and outcomes.
Examining the role of institutional factors: The authors argue that institutional factors, such as legal and regulatory
frameworks, can play an important role in shaping the development and implementation of corporate governance
codes.
Analyzing the role of stakeholders: The authors highlight that stakeholders, including shareholders, employees,
and regulators, can play an important role in promoting the adoption and enforcement of corporate governance
codes.
Comparing codes across different countries and regions: The authors suggest that future studies should compare
corporate governance codes across different countries and regions, in order to identify best practices and areas
for improvement.
Examining the relationship between codes and firm performance: The authors argue that future studies should
examine the relationship between the adoption and enforcement of corporate governance codes and firm
performance, in order to better understand the impact of these codes on companies and their stakeholders.
Key points and takeaways:
Corporate governance codes are a widely used mechanism for promoting good governance practices.
The effectiveness of these codes in improving corporate governance practices is still a subject of debate.
Research on corporate governance codes should focus on their development, evolution, effectiveness,
and interaction with other governance mechanisms.
Measuring the impact of corporate governance codes on corporate behavior is challenging due to the
lack of consensus on their definition and the difficulty in isolating their effects from other governance
mechanisms.
Overall, the article provides a comprehensive overview of corporate governance codes, highlighting their
increasing importance and the need for further research in this area. The authors' proposed research agenda
provides a useful framework for future studies, which can help to improve our understanding of the effectiveness
and impact of corporate governance codes on companies and their stakeholders.
