The historical evolution of corporate governance is considered, highlighting the different eras of governance, the dominant theoretical and practical paradigms, the reformulation of paradigms and counter paradigms. Two alternative and sharply contrasting theorizations, one collective and collaborative (the work of Berle and Means), the other individualistic and contractual (agency theory and shareholder value) are focused upon. The explanatory potential of Blair and Stout's team production theory is elaborated, and its conception of the complexity of business enterprise, with a mediating hierarch (the board of directors) securing a balance between the interests of different stakeholders. The potential for reform of corporate purpose, corporate governance and directors’ duties is examined with reference to the UK Modern Company Law Review. The impact of the intensification of the financialization of corporations is analysed, with the increased emphasis upon short-termism. The origins of the global financial crisis in shareholder value orientations and the continuing reverberations of the crisis are explored. Finally, the imperative of the advance of sustainable enterprise is argued, and the critical changes necessitated in corporate purpose and directors’ duties.

Increasingly within industries voluntary codes (standards) are being developed and subsequently used by firms to address social and environmental issues. On any particular issue multiple competing codes may be available for adoption by firms. Given a choice of codes, which ones will firms adopt? Building on existing institutional and economic research pertaining to voluntary codes this paper proposes a theoretical model as to why some codes are perceived as legitimate by firms and hence are widely adopted while others are not. This model proposes that, in addition to the role of the code's content, the characteristics of the adopting firm, and environmental factors, the origins of a voluntary code, including the characteristics of the developer creating it, the development process, and the opportunity for firms to engage in formalized ‘normative conversations’ regarding the code subsequent to its adoption, will influence whether potential firm adopters perceive the code as legitimating and hence decide to adopt it. Rather than code adoption simply reflecting institutional mimicry or a rational transaction by adopting firms this model suggests that both the creation and the maintenance processes surrounding codes play important roles in the perceptions of legitimacy and subsequent adoption of codes by firms.

This study analyses whether or not the effect of board independence on a firm's strategic performance is moderated by family involvement in ownership and control. Moderation of the board's size and the independent director ratio are tested under quadratic specifications. The effect of CEO duality with family involvement on long-term sales growth is also measured. The empirical analysis is conducted in the Southern European context using a sample of publicly traded firms that have concentrated ownership structures. The main findings indicate that when nonlinearities are considered, family involvement moderates the relationship between the independent director ratio and firm performance. The optimal proportion of independent directors is lower in family businesses than in non-family ones. However, the results fail to support nonlinearities for board size. We find positive linear relationships between both board size and CEO duality with firm performance, which are not moderated by family involvement.

This study examines consistency between compensation systems and corporate performance. The main purpose is to analyse how the performance has affected the short-term executive pay in Spanish banking system during the period 2004–2008. The main results reveal that pay-performance sensitivity is asymmetrical regarding the sign of the variation of the performance, since the pay-performance sensitivity is greater when the variation of the results is positive than when the variation of the results is negative. This finding is consistent with the managerial power theory and calls into question the role of the pay-performance incentives to align interest of executives and shareholders.

As a firm prepares for initial public offering, the Securities and Exchange Commission mandates that top managers must record risks to their firms’ survival or performance in the prospectus. More specifically we propose that external risk factors (market risks, legal risks, and government regulations risks) have a more negative effect on investor optimism and initial public offering valuation, while internal risk factors (management risks, operational risks, technical risks) have a more negative effect on post-initial public offering long-term firm survival. This study illustrates a major gap between risk factors that investors initially focus on and the true determinants of long-term success.

Broad economic and social reform, rapid technological change and increasing global competition have meant that organisations must consider all aspects of their business model in order to successfully create and capture ongoing customer value. In this study it is proposed that business model innovation must always consider and incorporate the symbiotic and interdependent relationship that stakeholders have with an organisation. One particular aspect of economic reform, privatisation, has become an important driver of economic growth in many economies, particularly when linked with the rapid growth of air travel. Privatisation of an airport can generate a radical change in the overall business model for the airport owner and the various stakeholders involved in the operation of the airport. Sydney Airport has restructured its overarching business model to meet the demands of stakeholders. Using feedback from key stakeholders, this research examines the generally accepted view that airport privatisation leads to an improvement in airport performance. Chesbrough's Business Model Framework provides a lens to assist the analysis of Sydney Airport operations before and after privatisation, and provides valuable insights into the impact of privatisation on business model innovation.

This study investigates the effect of outside director experience on the performance of a firm's joint venture (JV) engagements, a type of strategic move where the influence of board remains under-investigated despite directors’ active participation in the decision-making process. By examining the direct linkage between director experience and strategic performance, our research presents the first direct evidence of the value outside director experience has for a firm's strategic engagements; this has previously been exclusively assessed by indirect indicators. We address this important issue in the following three ways. First, we explore what type of director experience contributes most to JV outcomes. Second, we investigate what circumstantial factors significantly influence the value of director experience. Lastly, we analyze whether incentive mechanisms moderate the relationship between director experience and firm performance. The results confirm the value of director experience gained from JV engagements but not from relevant industries. In addition, executive experience and the industry affiliation of the JV significantly moderate the value of director experience. Finally, experienced directors with large shareholdings outperform those with experience but limited stakes in the firms’ equity, justifying the necessity to motivate directors’ governance efforts despite their existing fiduciary obligation to shareholders. Our study contributes to agency theory by indicating that director experience holds a significant influence on a firm's strategic performance, an issue which has long been neglected in agency-based governance research. It also contributes to resource-dependence theory by providing a direct measurement of directors’ experiential assets, which have so far been exclusively assessed by indirect indicators. Finally, findings from this study can elucidate the long-standing question of how a firm can realize the purported benefits JVs provide by introducing a vital yet rarely explored factor: board experience.

The New Zealand electricity industry is not new to change. However, decision of the New Zealand government to implement a Mixed Ownership Model have resulted in commotion. Stakeholders have reacted and one powerful stakeholder group had the potential to stop the sale of state assets. In this case study we examine how different stakeholders have responded as the future of the New Zealand electricity industry remains uncertain.