Abstract
The process of systemic change in Poland has brought about major changes in corporate governance. The enforcement of new laws has created a culture of compliance that has shaped capital groups and the management ethos of the groups, spurring them to improve. It is argued that the Polish versions of capital groups are markedly different from their western counterparts as they reflect unique historical patterns and socio-economic environments. The purpose of this paper is to discuss governance structures within capital groups from their transformation, institutionalization contingencies. Describing current forms of capital groups, the focus is on governance issues illustrated by two capital groups. Building on the Weimer/Pape (1999) framework, a taxonomy is proposed which contrasts governance in Poland with other economic systems. The paper concludes with preliminary theses about trends and current challenges for governing capital groups.
Highlights
Extensive and complex governance systems have evolved over centuries in “western” types of market economies
In Poland, one of the primary challenges faced by corporate governance stems from the breakdown of the old and the enforcement of the new socio-economic system
The aim of the present paper is to examine the special character of corporate governance issues associated with capital groups in privatized companies in Poland
Summary
Extensive and complex governance systems have evolved over centuries in “western” types of market economies. New market regulations based on economic imperatives aimed at enabling transformation of the companies resulted in capital groups such as Elektrim, Agros and Exbud The position of those newly created groups provided new challenges including, for example, the need to manage effectively and efficiently complex workforces, establish new understandings of buyer-supplier agreements, and adapt to practical requirements of international standards and other transaction-related challenges. A special feature of this model from the point of view of the present paper is an institutional understanding of a group as an autonomous economic unit forming a coalition of different actors – shareholders, managers, employees, suppliers, national and local authorities, etc., who aim to preserve the company’s continuity (Weimer/Pape 1999).
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