Corporate governance codes: A controversial efficiency?

Abstract

The pursuit of good governance by companies confronts a fundamental challenge: defining what constitutes “good governance”. Existing corporate governance codes and their implementation documents fall short of offering a clear answer to this crucial question. Despite the establishment of a reference framework years ago, the focus has shifted from defining the objectives of good governance to a consensus on the means of achieving these objectives. Unfortunately, this consensus often absolves stakeholders from providing detailed explanations. Achieving effective good governance necessitates a shift in focus towards the underlying goals of governance structures. Two potential approaches emerge in this context. While many companies rely on codes without explicitly outlining their objectives, there is a compelling case for urging or mandating them to articulate the purposes of the governance methods they employ in their reports. This level of specificity has the potential to enhance the reflective qualities of the transparency process, fostering a more comprehensive understanding of the governance landscape. Beyond merely discussing the objectives of corporate governance, the pursuit of good governance necessitates the implementation of instruments whose efficacy transcends reliance solely on market discipline. The aim is not to undermine the imperatives of transparency and justification. Instead, the intention is to recognize that these elements, while essential, do not independently ensure the effectiveness of soft law instruments, such as governance codes. Nowadays, it is crucial to assess the extent to which traditional corporate governance codes respond to the needs of companies in the era of digitalization and sustainability. Therefore, conducting a critical analysis of the existing corporate governance codes will contribute in shedding light on the gaps of these instruments to come up with recommendations for improvements. Aims and objectives: This article will focus on the following areas: Defining the role and purpose of corporate governance codes in enhancing corporate performance and accountability and discussing the challenges and limitations of corporate governance codes, including compliance issues and enforcement challenges. Presenting empirical evidence on the impact of corporate governance codes on corporate behavior and analyzing, through the principle of comply or explain, whether code adherence leads to improved corporate governance practices and financial performance. Discussing emerging trends in corporate governance and offering recommendations for improving the effectiveness of corporate governance codes.