Corporate Governance in Central Europe and Russia: Framework, Dynamics, and Case Studies from Practice (CSR, Sustainability, Ethics & Governance)

This book examines corporate governance through a holistic lens that integrates financial, social and environmental goals, e.g. increasing transparency and disclosure. In addition, it investigates the theoretical assumptions guiding the current corporate governance practices adopted by companies in Central Europe and Russia. The book presents a dynamic study on the evolution of corporate governance systems, which were practically non-existent just 30 years ago. In turn, it addresses criticism leveled at corporate governance, its impact on the outbreak of the financial crisis, and recommendations for changes after the crisis. The book employs a regional focus, exploring a group of countries that have often been neglected in corporate governance research. Carefully selected data and a variety of case studies prepared by leading authors from the region provide evidence to support the analysis. Corporate Governance in Central Europe and Russia Foreword Preface Acknowledgments Contents Chapter 1: Exploring the Issue of Corporate Governance in Central Europe and Russia: An Introduction Part I: Mechanisms and Structures Chapter 2: Ownership Concentration and Performance of Privately-Held Firms with Multiple Owners and the Moderating Effect of M... 2.1 Introduction 2.2 Literature Review 2.3 Relationship Between Ownership Concentration and Performance 2.4 Corporate Governance and Financial Performance of Central European Countries 2.5 Relationship Between Management Ownership and Performance 2.6 Relationship Between Corporate Ownership and Performance 2.7 Hypotheses 2.8 Methods and Data 2.9 Measures 2.10 Results 2.11 Discussion 2.12 Conclusion References Chapter 3: Corporate Transparency and Internal Audit/Control as Investor Protection Tools in the Opaque Russian Market 3.1 Introduction 3.2 Relevant Literature Review 3.3 Corporate Transparency and Financial Performance of Russian Companies 3.4 Internal Audit/Control as an Investor Protection Tool in Russia 3.5 Summary References Chapter 4: Audit Committees in Supervisory Boards of Polish Public Companies: Theory, Practice and Regulations 4.1 Introduction 4.2 Audit Committees in the Corporate Governance System 4.3 Changes in Polish Regulations Regarding Audit Committees 4.4 The Results of Empirical Research on the Impact of Legal Changes on the Appointment of Audit Committees in Polish Companie... 4.4.1 Introduction of the Obligation to Appoint an Audit Committee Based on the Number of Members of Supervisory Boards (2009) 4.5 Introduction of Obligatory Audit Committees Based on Company Size (2017) 4.6 Conclusion References Chapter 5: Corporate Control Market: Russian Practice 5.1 Introduction 5.2 The Development of the Regional Insurance Market in Russia 5.3 Regional Dimension 5.4 The Regional Dimension of Corporate Control Market in Russia 5.4.1 Banking Sector 5.5 The Impact of Bank Lending 5.6 Conclusion References Part II: Best Practices and Standards Chapter 6: Stakeholder Value Assessment: Attaining Company-Stakeholder Relationship Synergy 6.1 Introduction 6.2 Theoretical Approaches to Stakeholder Value Assessment 6.2.1 International Studies 6.2.2 Russian Studies 6.3 Empirical Study 6.3.1 Description of the Sample 6.3.2 Description of the Received Model 6.4 Conclusion References Chapter 7: Evaluation of Operational Management and Corporate Governance Quality in State-Owned Enterprises in Russia 7.1 Introduction 7.2 Implementation of the Corporate Governance Code in the State-Owned Enterprises 7.3 Methods of Self-Evaluation of the Corporate Governance Quality in Russian State-Owned Enterprises 7.4 An Example of the Application of the Methodology of Self-Evaluation Corporate Governance 7.5 The System of Indicators for Evaluating the Quality of Operational Management of Public and Non-public State-Owned Enterpr... 7.6 Results of an Empirical Evaluation of the Corporate Governance Quality in the State-Owned Enterprises 7.7 Key Findings and Research Results References Chapter 8: Progress of the Corporate Governance Practice in Russian State-Owned Companies 8.1 Introduction 8.2 Problem Statement 8.3 Research Questions 8.4 Purpose of the Study 8.4.1 The Russian Government Instructions 8.4.2 FASPM 8.4.3 Bank of Russia 8.5 Findings 8.6 Conclusion References Chapter 9: Corporate Governance in Bulgaria 9.1 Introduction 9.2 Legal Framework 9.2.1 Imperative Legislation 9.2.2 Soft Law: National Code for Corporate Governance 9.3 The History of the Bulgarian Capital Market as a Fundament of Corporate Governance Development 9.4 Shareholders in Bulgarian Corporate Governance System 9.4.1 Bulgarian National Corporate Governance Committee 9.4.2 Bulgarian Stock Exchange 9.4.3 Listed Companies 9.4.4 Institutional Investors 9.4.5 Retail Shareholders 9.4.6 Model of Corporate Ownership 9.4.7 Shareholder Rights 9.5 Composition and Functions of Corporate Boards 9.5.1 Board Systems 9.5.2 Independent Directors 9.5.3 Functions and Obligations of the Corporate Boards 9.5.4 Remuneration 9.5.5 Committees to the Corporate Boards 9.6 Transparency and Disclosure of Information 9.6.1 Disclosure of Information to Financial Supervision Commission 9.7 Internal Control and Audit 9.7.1 General Description of the Internal Control and Risk Management Systems 9.7.2 Control Environment 9.7.3 Risk Valuation Process in the Public Companies 9.8 Conclusion References Chapter 10: Compliance with Corporate Governance Best Practice: The Evidence from Polish Listed Companies 10.1 Introduction 10.2 Corporate Governance and Best Practice 10.3 Polish Code of Corporate Governance 10.3.1 Corporate Governance Code at the Warsaw Stock Exchange 10.4 Compliance with the Best Practice: Empirical Analysis 10.4.1 Sample and Methodology 10.4.2 Results and Discussion 10.4.3 Compliance and Company Characteristics 10.5 Conclusion References Part III: Regulation Chapter 11: A View on Corporate Governance in Romania: Regulation and Effects 11.1 Introduction 11.2 The Review of Corporate Governance Theories 11.3 Transition Process and Its Effect Referring to Corporate Governance System 11.4 The Shareholder Structure, Concentration of Ownership and Control 11.5 The Characteristics, Role and Functioning of the Boards 11.6 Female and Independent Directors on Board 11.7 The Role of Politics and Regulation 11.8 Transparency and Investor Protection 11.9 Future Prospects References Chapter 12: Corporate Sector in Russia: What Happened and What Is Ahead Analysis 12.1 Introduction 12.2 Russian Corporate Sector Before the Global Crisis of 2008 12.3 2008 World Economic Crisis 12.4 Russian Corporations After the World Economic Crisis 12.5 Current State of Russian Corporate Sector 12.6 Conclusion References Chapter 13: Development of Corporate Governance in Ukraine: Legislation and Practices 13.1 Introduction 13.2 Preconditions and Main Stages of Corporate Governance Development 13.3 The Features of Current Period of Corporate Governance Development 13.4 Conclusions References Chapter 14: The Influence of Regulations on SOEs: The Perception of Polish SOEs ́ Board Members 14.1 Introduction 14.2 State-Owned Enterprises in Poland 14.3 Research Design 14.4 Regulations ́ Analysis 14.4.1 The Appointment Procedure of SOEs Management and Supervisory Boards Members 14.4.2 The Policy of the Management and Supervisory Boards Members ́ Remuneration 14.4.3 The Relations Among SOEs ́ Management Boards, Supervisory Boards, and General Meetings in the Scope of Assets Management 14.4.4 Conclusions of Regulations ́ Analysis 14.5 The Boards ́ Members Perception on the Impact of the Regulations on SOEs 14.5.1 The Impact of Particular Legal Provisions on SOEs 14.5.2 Who Influences SOEs? 14.6 Analysis of Recent Significant Revision of Regulations Specific for SOEs 14.6.1 The Appointment Procedure of SOEs Management and Supervisory Boards Members 14.6.2 The Policy of the Management and Supervisory Boards Members ́ Remuneration 14.6.3 The Relations Among SOEs ́ Management Boards, Supervisory Boards, and General Meetings in the Scope of Assets Management 14.6.4 Conclusions of the Analysis of Recent Revision of Regulations 14.7 Conclusions References Chapter 15: Efficiency of Legal Framework for Corporate Governance in the Republic of Moldova 15.1 Introduction 15.2 Methodology, Purpose and Objectives 15.3 Corporate Governance Versuss Efficiency of a Company 15.4 Corporate Governance in Republic of Moldova 15.5 Corporate Governance Legislative Framework in Republic of Moldova 15.5.1 Structure and Functioning of the Board in Republic of Moldova ́s Legal Framework 15.5.2 Transparency and Disclosure 15.5.3 Internal Control 15.5.4 Stakeholders and Institutions 15.6 Comparative Analysis with the Good Practices in Central Europe and Russia 15.7 Conclusions and Results References Index