Transformation Of Corporate Governance Research Articles

TANGGUNG JAWAB HUKUM DIREKSI PERSEROAN TERBATAS TERBUKA PADA MEKANISME PELAKSANAAN RUPS SECARA ELEKTRONIK BERDASARKAN POJK 15 TAHUN 2020

research discusses the legal responsibilities of directors in conducting electronic General Meetings of Shareholders (GMS) in Public Limited Companies (PT Terbuka), based on Financial Services Authority (OJK) Regulations Number 15 and 16 of 2020. These regulations were issued to facilitate the digital transformation of corporate governance, particularly during the COVID-19 pandemic. The directors are responsible for ensuring that the GMS is conducted in compliance with applicable legal provisions, including the electronic submission of meeting agendas, announcements, and shareholder invitations. This study aims to analyze how these OJK regulations affect the obligations and responsibilities of directors in conducting electronic GMS, as well as the legal implications if the directors fail to fulfill their obligations. The research employs a juridical-empirical method by collecting primary data through interviews and direct observations, along with secondary data from literature reviews. The results show that OJK Regulations 15 and 16 of 2020 have significantly altered the GMS procedures, imposing legal consequences on directors in Indonesia's capital markets

Corporate Governance in Accredited Public Higher Education Institutions

The specialized literature shows that corporate governance in accredited public higher education institutions is polysemic. This research will structure an integral corporate governance model for official higher education. The theoretical framework is based on new institutionalism and stakeholder and resource-based views. A meticulously designed sequential mixed-method approach was implemented, with data collection and analysis conducted in three stages. The first stage involved a bibliometric analysis, followed by a content analysis. Finally, an interdisciplinary group of 22 experts was interviewed using Python to propose the corporate governance model. The results validated a novel model with four dimensions: administrative process, university autonomy, stakeholders, and accountability system, as a structure for a hybrid transformation of corporate governance that includes principles of complexity. This model offers an alternative approach to optimizing management in public universities, particularly from the accreditation perspective.

G factor of the ESG agenda in the context of sustainable development of Russian electric power companies

Reducing associated investment risks in the context of the modern ESG agenda requires a certain transformation of corporate governance in Russian power generation companies. In order to achieve this objective, a correlation analysis was carried out between the generalized G components of the ESG agenda and the principles outlined in the Russian Corporate Governance Code (Code). The priority G components of authoritative international rating agencies and the largest foreign companies, leading national rating agencies, and the Bank of Russia were examined. The study involved the analysis of Russian power generation companies that are voluntarily enhancing their corporate governance practices. The results of a general assessment of their corporate governance and additional analysis of the fulfilment of the criteria for each section of the Code are presented. The data obtained are summarized and proposals for further transformations of corporate governance in these companies are formulated. These proposals are highly relevant in the context of sustainable development of these companies. They concern the reformatting of the ownership structure and business ethics into separate G components with an appropriate set of evaluation criteria, and the introduction of modern compliance control.

Legal transformation of corporate governance in joint-stock companies

The article is devoted to the study of certain novelties in the legal regulation of the order of interaction of management bodies in joint-stock companies. The article emphasizes that choosing the optimal model of corporate governance is important for the effective functioning of joint­stock companies. The article provides examples of various well-known models of corporate governance in the world. Each of them has its advantages and disadvantages. The article emphasizes the fact that for a long time in Ukraine, legislation provided for only a two-level system of corporate governance, which provided for the simultaneous functioning of the supervisory board and the executive body (board or director). In an effort to become a member of the European Union, Ukraine undertook to adapt its national legislation to legal standards acceptable in the EU, in particular in the area of corporate governance. Therefore, in 2023, the new Law of Ukraine "On Joint-Stock Companies” entered into force, the provisions of which, in particular, established, along with the two-level model of corporate governance, an alternative option - a one-level model. This model, in contrast to the two-level model, provides for the creation of a board of directors as a single body of operational management of a joint-stock company, which combines both the representative functions of shareholders and the functions inherent in the executive body of a joint-stock company
 The article examines the provisions of the Law of Ukraine "On Joint Stock Companies”, which provide for the legal status of the board of directors. The conditions and procedure for the formation of the board of directors were analyzed, and the specifics of the activity of this management body were determined. At the same time, when examining the legal status of the supervisory board, attention was drawn to the identity of the provisions of the current Law of Ukraine "On Joint Stock Companies” with the provisions of the previous law, which has already lost its validity.
 The conclusions emphasize that the Law of Ukraine "On Joint-Stock Companies” adopted in 2022 significantly changed corporate governance in terms of the introduction of an additional one- level model of corporate governance, thereby bringing the norms of national legislation closer to EU standards.

Transformation of corporate governance in the face of modern challenges

Russian generating companies in the power industry require a certain transformation of corporate governance to reduce the investment risks associated with today’s challenges in order to increase investment attractiveness. For this purpose, the paper examines the rotation of ownership in these companies, the updated methodology of the Bank of Russia for assessing corporate governance, including in the context of the ESG agenda, HR strategy and growing digitalization. The results of a general assessment of the corporate governance of generating companies are presented; an additional analysis of the compliance of companies with the criteria for each of the sections of the Russian Corporate Governance Code was carried out; a comparative analysis of the structural characteristics of the boards of directors of Russian generating companies and foreign companies that are similar in terms of concentration of ownership (Germany) and the presence of the state in it (France) was carried out; the article presents the results of the assessment of internal documents. The generalization of the obtained data makes it possible to formulate proposals for further transformations of corporate governance in generating companies in the face of modern challenges, including new corporate governance standards with a certain set of additional compliance criteria, reorganization of boards of directors by updating the structural characteristics of the board, as well as the composition and content of internal documents.

ESG-КУЛЬТУРА: ОТ МЕТАФОР К КОНЦЕПЦИИ

This article is devoted to the formation of an ESG culture in Russian companies, which, according to the authors, arises as a result of systematic and purposeful implementation of the principles of environmentally conscious, socially responsible corporate governance into everyday business practice. The material of the article is supplemented with graphically designed data from the results of a survey of Russian companies conducted by the author’s team. The article is carried out in the development of the research work “Development of a model for the transformation of corporate governance of domestic public companies based on ESG standards” implemented at Plekhanov Russian University of Economics

Editorial: The anatomy of corporate governance transformation in times of global competition

We are pleased to announce that the latest issue of the Journal of Governance and Regulation has been published. This issue is comprised of nineteen high-quality papers focusing on a wide range of key matters concerning governance and regulation.

DIGITAL TRANSFORMATION OF CORPORATE GOVERNANCE

Modern trends in the economy's development are characterized by a significant influence of digital information technologies. Research of the digital economy as a separate industry, the determination of mutual influence with corporations, which are active participants and engines of the development of the digital economy, is becoming increasingly important. The spread of the concept of «digitalization» in society causes some confusion due to insufficient understanding of the essence of this concept and its difference with digital transformation, as well as their role in the digital economy. Digital transformation of corporate governance has its own specific features and characteristics associated with a large number of stakeholders and national characteristics of corporate governance.The article analyzes the functions of corporate governance at the enterprise. We determine the mechanism and the persons involved in the corporate governance process, focus on the peculiarities of corporate governance in the context of digital transformation of business, and outline the advantages and disadvantages of corporate governance digitalization. The stages for the implementation of digital technologies into the company’s corporate governance system are highlighted. The paper examines the features of corporate audit, assessment of systems, and the effectiveness of their interaction. The dilemma of using digital corporate governance complexes is considered: to buy a ready-to-use one or create own? Legal regulation of the functioning of electronic systems of corporate governance in the world’s leading companies is especially emphasized. The authors consider in detail the protection of corporate governance in the digital age and conclude about the possibility of corporate blackmail using digital technologies.

Editorial: The Transformation of Corporate Governance

Editorial: The Transformation of Corporate Governance

Burma Drinx Group (B) Strategizing for Corporate Governance in a Family Business

Burma Drinx Group (BDG), a large family-owned conglomerate in Myanmar, operates in several industries but has the largest presence in the soft drinks industry, led by its flagship company, Burma Drinx Company (BDC). The case explores the challenges and issues that BDC and BDG are experiencing as a family-owned conglomerate operating in a ‘non-friendly’ business environment, and a turbulent political and economic context. It focuses on an urgent topic, the corporate governance transformation of BDC and BDG. The reader is invited to understand the specificities of BDG’s internal environment and to manage the idiosyncrasies of this family business conglomerate related to its corporate governance system. BDC’s decision-makers face critical challenges for the future and have to completely rebuild the governance system. This current case follows a first case (Degravel & Tun, 2021) titled BDG(A) ‘Strategizing for Succession in a Family Business’, which described and reflected on the process of succession that BDG implemented to successfully replace the former CEO and founder of the company, Aung Win. The current case proposes a consulting-case style where analysis enables the provision of relevant solutions to the top management. Material from the academic literature about corporate governance and change management is offered as a resource. This case continues the story of BDG after its CEO succession.

МЕТОДОЛОГИЯ ЦИФРОВОЙ ТРАНСФОРМАЦИИ: РОССИЙСКИЙ И ЗАРУБЕЖНЫЙ ОПЫТ

The article is devoted to the study of the features of the digital transformation of corporate governance in the Russian Federation. The purpose of the study is to study the main approaches to the definition of the concept of digital transformation of business and the introduction of digital technologies in economic sectors. The methodological basis of the study of the essence of digital transformation is substantiated and a methodological approach to the introduction of digital technologies in the nuclear industry is developed.

The “Linked Prosperity” Model as an Integrated Response to Corporate Management Challenges in a Network Society

In the context of technological and social changes, business faces the challenges of a more complex operating environment. New business models are required that take into account an unprecedentedly wide range of emerging factors. Among such approaches, an integral model stands out, which allows one to adapt to a new level of development of society and master a new context. The approaches to the development of an integral model are still in the process of formation, since a deeper study of the modern network society, its values, guidelines, and preferences is required. Taking into account such complexity requires non-linear approaches and thinking in terms of complex, dynamic systems. From this point of view, when interacting with the increasingly complex environment, it is advisable for companies to view themselves as an element of a large-scale system of horizontal, social ties, in which the idea of ​​social responsibility acquires new meanings. It is especially difficult to implement integral approaches within the framework of traditional thinking due to the variety and multi-layered factors that change the context of companies' activities. The transformation of corporate governance and approaches to social responsibility is a non-linear process driven by a chain of events related to changes in consumer behavior and other aspects. Such exponential changes are characterized by profound and cumulative consequences, radically changing the spheres of activity, social relations, and institutions. This article demonstrates the case of a company that, despite the difficulties, managed to implement a similar approach and maintain a dynamic pace of development.

Transformation of Corporate Governance and Property relations in a Digital Society

The need to transform corporate governance and property relations in a digital society stems from the emerging new realities associated with the emergence of digital assets, new intellectual property objects, and the increasing role of human capital and intellectual capital in innovation. The purpose of the work is to identify trends and directions of transformation of property relations and corporate relations that are inherent in the digital society. The methodological basis of the study was the categorical apparatus of economic theory, institutional theory, methods of dialectics, statistical analysis, principles of formal logic, a systematic approach, scientific works of leading domestic and foreign scientists in the field of property theory and corporate relations. The trends that determine the direction of property modification caused by the formation of a digital society are identified; it is proved that the leading forms of ownership are digital assets and intellectual property objects. It is proved that ensuring a technological breakthrough requires strengthening the role of the human factor and a new human-oriented approach to the transformation of corporate relations. Trends of corporate governance modification in the digital society are revealed. The findings can be used in practice by company management when developing corporate governance strategies.

Transformation of corporate governance in the Russia’s electric power industry

To make Russia' electric power industry more appealing for investors, in the course of its reformation its generating assets were privatized with international corporate governance principles adopted. One of the key reasons that hinder the solution of the above problem is the transformation of corporate governance. The results of the assessment of power generating companies' compliance with the Corporate Governance Code in 2017–2018 are presented. The assessment was conducted using the Bank of Russia methodology. An additional analysis of information on general corporate governance practices as retrieved from the official websites of these companies was performed. We took into account the findings of the research published in this area as carried out at St. Petersburg State University, the New Economic School, the Russian Institute of Directors, the Platforma Center for Social Engineering, the MGIMO University, the Independent Directors Association and the HSE University. The key aspects of corporate governance transformation in the Russia's electric power industry were identified by summarizing the data thus obtained. They were primarily limited to claiming a formal approach adopted by majority owners so as to comply with international corporate governance standards in the process of permanent redistribution of ownership and increasing its concentration.

Transformation of corporate governance in the context of digitalization of the economy

The purpose of the work is to identify areas for improving the efficiency of corporate governance in the context of the digitalization of the economy. The characteristic features of a corporation as a system, the development of which is influenced by its subsystems and supersystem, have been highlighted and described. It has been shown that the quality of management impact on a corporation depends on how fully the experience of the corporation’s development in the past is taken into account. Adequate forecasting of its possible states in the future is also important. Based on the study of the triad of the processes of development of socio- economic systems (ontogenesis, phylogenesis and technogenesis), it is shown that currently there is an imbalance caused by a sharp acceleration of technogenesis. The dialectical consideration of the triad of developmental processes led to the conclusion that the imbalance was caused primarily by the exacerbation of the contradiction between technogenesis and ontogenesis. As a point of relevance for resolving the revealed contradiction, it is proposed to shift the emphasis in corporate management to phylogenesis. Specific measures for the development of phylogonese in corporations are the introduction and development of new forms of joint activities, the transformation of organizational structures, the creation of an atmosphere of mutual understanding, justice, morality, ethics, and culture.

Dynamics of the transition of corporate governance models of the Republic of Tatarstan from “oligarchic” to innovative ones through strategic regional management

The article examines the dynamics of the transformation of corporate governance in the Republic of Tatarstan. The author’s approach is presented, according to which the strategic regional development affects the corporate governance system of the organization. The analysis of enterprises from various industries of the Republic of Tatarstan has been carried out and the leading ones have been selected. Further, according to the indicators of these organizations, calculations were made using the Altman five-factor model for 5 years. The chosen model and time period allow to reliably trace the dynamics of the company’s economic potential and the results of its development for the reporting periods. The obtained results of the analysis and calculations showed that the corporate governance of enterprises changed the trend and began to move to an innovative type. Regional development strategies have a positive impact on corporate governance of enterprises. Moreover, an important point is that by means of regional development strategies, organizations themselves are interested in improving the corporate governance system. Thus, the impact on enterprises and their changes do not occur “top-down” (authoritarian, edifying), but “bottom-up” (the organization itself seeks to meet modern requirements in order to be economically efficient).

The End of the Corporation

We are witnessing a quiet but quick transformation of corporate governance. The rise of digital technologies and social media are forcing companies to reconsider how they organize themselves and structure firm governance. What is interesting is that the corporate governance discussions haven't really changed that much. The focus is still on reducing managerial misbehavior and maximizing the value of shareholders (the stakeholders who are taking the most significant risk). And the mechanisms for achieving this are more transparency and more supervision. But framing corporate governance primarily in terms of shareholder value is incomplete and potentially misleading. It encourages box-ticking and conformity. Managers are often motivated to project an image of compliance, while continuing as before. More significantly, digital technologies are now turning the world upside down. It is a fascinating, but challenging, time for business. Industry boundaries are disappearing. Platform companies operate across multiple industries (transportation, finance, healthcare, food, etc.) and use networks to deliver new business models and disrupt incumbents. Social media empowers all the stakeholders and has transformed the meaning of transparency. We cannot think in terms of traditional corporate structures anymore. Their boundaries have become more fluid and porous. Traditional corporate organizations with their departments, business divisions, and hierarchical relationships between the different groups of stakeholders are changing as companies adapt to the digital environment. Companies are not static hierarchies anymore, but complex, dynamic ecosystems comprising diverse, interacting elements.

Corporate Misconduct in Japan: A Conflict of Corporate Governance Logics

The ongoing corporate governance transformation in Japan initiated by foreign institutional investors provides an interesting setting for studying how the stakeholder and the shareholder logics of ...

The Transformation of Corporate Governance in Emerging Markets: Reform, Convergence, and Diversity

ABSTRACTThis article focuses on the continuing tensions among the international movement for corporate governance reforms throughout emerging economies, the insistent capital market pressures for convergence of emerging economies’ corporate governance toward international standards, the vibrant cultural and institutional tendencies in emerging economies toward diversity in their corporate governance institutions and practices, and how these distinctive cultures and institutions of emerging economies represent a vital differentiator that might delineate much of the business development of these countries. A brief survey of the business models and corporate governance of the major BRICS economies demonstrates the considerable differentiation that exists among them, but even more so, with the exception of South Africa, the BRICS economies stand in contrast to the Anglo-American model of developed legal and regulatory structures and market-oriented corporate governance. This suggests a vitality in the diversity of governance and institutions, which can continue to deliver high rates of business growth and economic development.

Corporate Governance in Crisis? The Politics of EU Corporate Governance Regulation

AbstractThis article emphasises the essentially political nature of corporate governance regulation and argues that the transformation of corporate governance regulation is part of a broader political project of economic restructuring and market‐making in the EU. The first part of the analysis focuses on the transformation of company law and corporate governance in the last decade. Here, the article illustrates how company law has become increasingly focused on the rights of shareholders, while worker rights have been relegated to the area of social policies and labour law. The study also traces the shift from a legislative programme centred on company law harmonisation towards a regulatory approach based on minimum requirements and mutual recognition, increasingly geared at adjusting the governance of corporations to the demands of liberalised capital markets. The second section then reflects on the current developments in corporate governance regulation in the context of financial and economic crisis.