Corporate Governance - Assignment PDF

Corporate Governance:Its scope,
concerns and theories
Shann Turnbull
This paper outlines the conceptual,cultural, contextualand disciplinary scope of the
rapidly evolving topic of corporate governance.As a basis for improving the rigour of
research and analysis,some definitions are suggested.Reasons for the diversity of view-
points and concerns are considered.To provide an orientation for new scholars and those
from specialised disciplines, recent surveys of corporate governance are reviewed from the
ethnocentric,contextual,and intellectual contingencies.The prospects of developing the
topic as a "science of organization" are considered along with areas for future research.
Key words: agency,control, corporations,culture, cybernetics,directors, firm, finance,
governance,information theory,institutions, ownership, political, power, regulation,self-
regulation, self-governance,shareholders,stakeholders,stewardship,theory of the firm,
transaction costs.
Introduction
T he purpose ofthis paper is to provide
an orientation in corporate governance
for both new scholars and specialists in
disciplines which intersect with the topic.
These disciplines include micro-economics,
organizational economics, organizational
theory,information theory,law, accounting,
finance,management,psychology,sociology
and politics. Each may view corporate
governancein a different way, somewhat
like the apocryphal group of blind people
trying to identify an elephant through touch
by each describing quite differentparts of
the animal.
To encompassmost perspectives,an in-
clusive definition of corporategovernance
is introduced in the nextsection to include
all types of firms and other institutional
arrangementsinvolved in productive ac-
tivities. The third section considers how
some key words are used in differentways
within, and between,disciplines.To assist
in integrating the knowledge ofthe various
disciplines, some common language is
suggested.
A diversity of agents is shown to be in-
volved in influencing,controlling,regulating
and managing firms, productive networks
and associations. Again, an inclusive ap-
proach is used to encompassthe diversity
of ways in which leading workers in the
field define the topic of corporate governance.
The next section considersthe origins of
the diverse viewpoints. The various per-
spectivesare related to the discipline and
professional affiliations of various writers
in the field as well as to their culturaland
contextualsituations.We then consider how
well theoriesof the firm fit these various
contingencies and how governance practices
differ between cultures.
Two surveys of corporate governance
undertaken in 1996 by US scholars are then
reviewed from the perspectivesdeveloped
by the paper. One survey undertaken by
the National Bureau of Economic Research
comprehensively reviews the extensive,but
narrow,financial perspective used by econo-
mists who base much of their analysis on
transaction costsand agency theory. The
other survey prepared for the OECD, pre-
sents four viewpoints. These are: (i) a
Volume 5 Number 4 October 1997 # Blackwell Publishers Ltd 1997.108 Cowley Road,Oxford OX4 1JF,UK
and 350 Main Street,Malden,MA 02148,USA.
CORPORATE GOVERNANCE180

simple finance model, (ii) stewardship theory,
(iii) stakeholder theory and (iv)the politics
of shareholder controlat the micro levelof
the firm.This fourth perspective is reviewed
from a macro political context which includes
an historical outline of how state and federal
governments in the US concerned themselves
with the control and regulation of companies.
The section concludes by considering some
emerging politicalissues raised by Monks
(1996) in the governance of US firms and the
national economy.
Three additional approaches are suggested
for analysing how productive activities are
governed by social institutions.These are
based on analysing respectively:(i) culture;
(ii) power and (iii) their information and
control (i.e.cybernetic) architecture.
Research opportunitiesare identified in
such topics as: (i) limited life enterprises;
(ii) worker ownership and control;(iii) com-
pound boards with two, three and more tiers;
(iv) information theory;(v) productive net-
works; (vi) holonic structures;and (vii) self-
regulation and self-governance.Concluding
remarks follow.
Definitions
Corporate governance describes all the influ-
ences affecting the institutional processes,
including those for appointing the controllers
and/or regulators, involved in organizing the
production and sale ofgoods and services.
Described in this way,corporate governance
includes all types of firms whether or not they
are incorporated under civil law.
Firms can existas either common or civil
law companies,partnerships,joint ventures,
limited liability partnerships,co-operatives,
mutual associations, building societies,
friendly societies,trading trusts,etc.Fama &
Jensen (1983b)even considered churches.
However, organizationslike a church, not
engaged in the production and sale of goods
and services, do not meet the generally
accepted description of a firm.
Firms may be publicly traded, privately
held, for profit, or not-for-profit. Much of the
literature on corporate governance implicitly
assumes thatonly publicly traded firms are
the subject of analysis (e.g.Blair 1995:3).This
would limit the topic to less than 40,000 firms
world-wide and involve only a fraction of all
economic activity in even the most advanced
market societies (FIBV 1993; Economist
1995:116).
Restricting the study of corporate govern-
ance to publicly traded corporations would
limit investigation into the most efficient
institutional arrangementsfor undertaking
productive activities.It may well turn out
that privately held entities could provide the
most efficacious form of enterprise.A possi-
bility supported by Jensen's (1993:869)view
of `a proven modelof governance structure'
discussed later, and the outstanding record of
firms found around the town of MondragoÂn
in Spain (Turnbull 1995d).
If firms include all social institutions
engaged in the production and sale of goods
and services,then both public and private
sector organizations such as schools,hospi-
tals,clubs and societies,need to be included.
With firms defined in this way,the scope of
corporate governance includes nearly allthe
economic activity of a nation. It was by asking
the question, `Why is not all production
carried on by one big firm?' that Coase
(1937) laid the foundations for developing a
`theory of the firm'.
Coase considered the existence of a `master
and servant relationship',or an `employer
and employee relationship' as a defining
feature of a firm. However, this condition
would exclude activities carried out by
teams, partners, joint venturers, strategic
alliances, associationsand networks. This
led Alchian & Demsetz (1972) to ask the
question `whatis meant by a firm?' They
concluded that `The term firm as commonly
used is so turgid of meaning that we can not
hope to explain every entity to which the
name is attached in common or even tech-
nical literature'.
However, Coase (1937)also stated: `the
distinguishing mark of the firm is the
supersession ofthe price mechanism'.This
definition avoids the problem of identify-
ing the institutionalform of a firm. It does
not necessarily avoid the problem ofident-
ifying the boundaries of a firm (Barney &
Ouchi 1986:78).The boundary problem
emerges when analysing joint ventures,
strategic alliances,associations and networks
which some scholars treat as `economic
entities which have a coherence,a struc-
ture, and an individuality of their own'
(Mathews 1996b:116).Ambiguous bound-
aries are found with Mondrago Ân firms,
their relationship groupsand their supra-
organizationalsystems,as pointed out by
Turnbull (1995d).
The need to identify firms and their
boundaries may notbe required to develop
the most efficacious institutional arrange-
ments for organizing productive activities in
society. The problem of defining firms or their
boundaries is avoided by defining corporate
governance as proposed atthe beginning of
this section.
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Terminology
The literature on the theory of the firm,cor-
porate governance,and information theory
attributes different meanings and nuances to
a number of words in common usage.As
words are the tools of thinking,they need to
be clearly defined to provide a basis for clear
communication and rigorous analysis.
Ambiguity exists in the meaning of key
words such as `control',`regulate',`manage'
`govern'and `governance'.Both the ambigu-
ities and circular dictionary definitions need
to be resolved to develop rigour in the study
of corporate governance.
Tannenbaum (1962) defined control as `any
process in which a person or group of persons
or organization ofpersons determines,i.e.,
intentionally affects,what another person
or group or organization willdo'. This defi-
nition provides a word to describe a situation
where no standard of performanceis re-
quired. Other writers (Etzioni, 1965:650;
Downs, 1967:144)use the word control in
the sense of meeting some standard of
performance.In these situations,the word
`regulate'will be used whether or not the
`regulator'is a manager ofthe organization
concerned or an externalbureaucrat.Defin-
ing `control' and `regulate'in these ways
provides a common language with the science
of information and control described as
`cybernetics'(Ashby 1968). This facilitates
the use of information theory in corporate
governance analysis.
The word control,as defined above,infers
that a person or group possess the power to
determine what actions are taken. Self-control
then means thatnot all the power available
is used to further the self interestof the
controller(s). Self-control simply becomes
the avoidance of using power in some
degree,rather than meeting a given result.
This is a requirement of directors, or a board,
wishing to behave as `stewards',and will be
discussed later.
The word `manage'will be used to com-
municate the responsibility for executive
action.It could be ambiguous to mean either
control or regulate.The word `govern' is
likewise ambiguous.`Governance'will be
used to describe a system of control or
regulation which includes the process of
appointing the controllers or regulators.
Self-regulation means that the standards of
performance are established by those being
regulated.Self-governancemeans that the
system of control or regulation includes
the appointmentof the controllersby the
governed. By this means, self-regulation
can be introduced through self-governance.
Self-governance involves a politicalprocess
within institutions to appoint the controllers
responsible for regulation. Self-governance in
a politicalcontext means `government of the
people,by the people for the people'.This
describes democracy.The introduction of
elements ofself-governance into institutions
involved in productive activities would
enrich democracy. There are arguments
and evidence that this produces operating
advantages (Turnbull 1997c,e).
In discussing systems of corporate control,
economists frequently use the word `capital'
in different ways. In their `Corporate Govern-
ance Survey',Shleifer & Vishny (1996)used
the word in four differentways to indicate:
(i) the means of production (p.6); (ii) an
investmentwhich may not be represented
by the means of production (p.3); (iii) finance
(p.2) and `external capital' (p.6); or even
(iv) just credit created by contract(`bank
debt' and `junk bonds').
The problem introduced by such ambiguity
is illustrated by their reference to `the people
who sink the capital'(p.3).It is not clear if
these `people' are: (i) investors subscribing for
new shares;(ii) shareholders who purchase
existing shares from others;(iii) bankers who
lend money;or (iv) the managers/'entrepre-
neurs' who purchase the means of production
or what Moulton (1935:7)describes as `pro-
creativeassets'.The agency costs,benefits
and risk, change according to the various
meanings of the word capital.
Clarity of the Shleifer & Vishny statement is
fundamentalfor their survey as they define
corporate governance as `the ways in which
suppliers of finance to corporationsassure
themselves of getting a return on their
investment'(p.2). With this perspective of
considering the moral and other hazards
of investors obtaining satisfactory returns,
Shleifer & Vishny provide a comprehensive
literature review.
Confusion aboutthe word capital can be
compounded by accountants who introduce
their own professionalmeanings which can
also be ambiguous.Clear analysis and com-
munication would be advanced with less
ambiguous words,especially when the con-
text does not make the meaning clear.In an
interdisciplinary topic like corporate govern-
ance it may be safer simply notto use the
word `capital'.
However,ambiguous words can be useful.
Alchian & Demsetz (1972:note 1) use the
word `meter'in the sense of both measuring
and control. In other words, they are discuss-
ing regulation as defined above. Ambiguity in
the words `manage' and `govern' can likewise
be useful.However, care needs to be taken
Ambiguity in the
meaning of
`governance'
But ambiguity can
be useful
CORPORATE GOVERNANCE182
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not to use ambiguous words un-necessarily.
The term `governance' is often used when the
word `control'or `regulate'would be more
appropriate or provide greater clarity of the
process involved.The study by Porter (1992)
rarely uses the word governance.
If the term `management'is reserved to
describe processes which involve execu-
tive action then it describes a subset of
governance processes.However, the kudos
perceived by some writers in corporate
governance matters has resulted in the word
governancebeing over used. Many board
activities are subject to managementpro-
cesses such as establishing sub-committees.
Greater clarity and focus would be achieved
by using terms such as `board management',
`board conduct', `corporatemanagement',
`corporate organization',or `corporate con-
duct', rather than the less specific, more
ambiguous and ambitious phrase `corporate
governance'.
A useful definition for the word `stake-
holder' has been provided by Donaldson &
Preston (1995).`Stakeholdersare identified
through the actualor potentialharms and
benefitsthat they experienceor anticipate
experiencing as a result of the firm's actions
or inactions'.In 1963,the Stanford Research
Institute defined as stakeholders `those
groups withoutwhose supportthe organiz-
ation would cease to exist' (Freeman 1984:31).
This class of stakeholders are described by
Turnbull (1997c,e,f ) as `strategic stakeholders'
as strategic issues concern the ability of a firm
to exist. Strategic issues transcend discounted
cash flow analysis based on a relative per-
formance measure of an `opportunity rate of
return'.
The term `compound board'will be used
to describe the existence of two or more con-
trol centres whether or not they are required
by law, the constitution ofthe firm or are
created by relationships externalto the firm.
Compound boards are commonly found in
Anglo cultures although they may not be
recognised as such.Publicly traded corpor-
ations controlled by a parent company,con-
trol group, relationship investoror family
shareholder create a compound board.Two
and three tiered boards may be required by
law in Europe (Analytica 1992) and are found
in Japanese firms where the shareholders
elect`statutory auditors'to oversee the con-
formance role of the board described as
Kansayaku (Charkham 1994:93).A Keiretsu
Council creates a third control centre.
Influences which Affect the
Operations of Firms
Firms whose securitiesare publicly traded
generally have more externalinfluences on
their operations than other firms. One way of
indicating the scope of corporate governance
is to consider the more obvious influences
which can affectthe operations ofpublicly
traded firms as indicated in Table 1. The
influences can be either internalor external
with externalinfluences arising from either
the private or public sector.
The multitude of stakeholders identified in
Table 1 are consistent with the definitions of
Table 1.Influences affecting the operations of publicly traded firms
Private sector influences Public sector laws/regulators
Customers Trade practices
Competitors Anti-monopoly
Shareholders Securities
Employees Labour & Equal Opportunity
Unions Arbitration courts,etc.
Suppliers Fair trading
Bankers & financiers Credit & bankruptcy
Auditors Corporate
Stock Exchange rules Federal/State/Local tax
Market for shares Health & safety
Media Environmental
Professional associations Quality
Trade associations Building
Directors & Advisers Community
Defining
`stakeholder'
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corporate governance provided by a number
of authorities in the field.Demb & Neubauer
(1992a)state that`Corporate Governance is
the process by which corporations are made
responsive to the rights and wishes of
stakeholders'. Monks & Minow (1995:1) wrote
that: `It is the relationship among various
participants in determining the direction and
performance ofcorporations'.While Tricker
(1994:xi)states `Corporategovernancead-
dresses the issues facing boards of directors,
such as the interaction with top management,
and relationships with the owners and others
interested in the affairs of the company,
including creditors,debt financiers,analysts,
auditors and corporate regulators'.
However, other writers like Sternberg
(1996)do not accept that publicly traded
corporationsshould be `responsiveto the
rights and wishes of stakeholders'as pro-
posed by Demb & Neubauer (1992a).Stern-
berg states that`stakeholdertheory is both
misguided and mistaken',and that `stake-
holder theory of accountability is unjustified',
it `undermines private property,agency and
wealth',`is incompatible with business'and
`with corporate governance'.
Even before the contribution by Sternberg,
the diversity of views about corporate
governance led Pound (1993b) to state:`The
lack of a broad defining paradigm has created
a sense of intellectualvertigo in the increas-
ingly intense debate over corporate govern-
ance reforms'. An objective of this paper is to
provide some orientation for debate and
research.
Differences in Viewpoints
One reason why diverse views can existis
that different scholars investigate firms from
different viewpoints.Donaldson & Preston
(1995)point out that a firm was viewed by
Adam Smith (1937) and by contemporary
investors as an organization which obtained
resources from its investors,employees and
suppliers to produce goods and services for
its customers.Marxists,financial economists,
and Sternberg, view a firm as an organization
which obtains resources from its employees
and suppliers, with cashflows contributed by
its customers to service its owners.In other
words, Marxists and others view firms as
servicing their owners rather than their
customers,employees and suppliers.
The stakeholder view of a firm is different
again.It considers that investors,employees,
suppliers,customers and stakeholdersgen-
erally both contribute and receive benefits
from a firm. In addition, other parties may be
involved in relationships such as unions,
trade associations,government and even
political groups (Donaldson & Preston 1995).
The various views on corporate governance
can also be related to different cultural
contexts,intellectualbackgrounds and inter-
ests of scholars.Workers in the field come
from different academic disciplines.There is
often little, or incomplete,integration be-
tween the various disciplines.The overlap of
corporate governance with other disciplines
is rarely articulated or even recognised.To
indicate how different viewpoints arise,and
to provide an overview of the topic, some
examples are considered.
`The phrase corporate governance is often
applied narrowly to questions about the
structure and functioning of boards of
directors'(Blair 1995:3).This view is found
amongstsome business schoolscholars and
managementconsultants. Lex Donaldson
(1990:376),defined corporate governance as
`the structure whereby managers at the
organizationalapex are controlled through
the board of directors,its associated struc-
tures,executive incentive,and other schemes
of monitoring and bonding'.This view was
reflected by his colleague, a former McKinsey
consultant, in Strictly Boardroom (Hilmer
1993).
The definition of corporate governance
quoted above by Tricker (1994) is focused on
the board room but extendsthe scope to
include `owners and others interested in the
affairs of the company,including creditors,
debt financiers, analysts, auditors and corpor-
ate regulators'.Such wider concerns reflect
the audience for company financialreports,
consistentwith both Tricker's accounting
background and the targetaudience for his
publication.
Monks & Minow (1995) have an interest in
`relationship investing' as described by
Monks (1994).Their definition of corporate
governanceis based on `relationships'as
quoted earlier.Monks & Minow formed a
commercialmutual fund which they called
`Lens'to focus on under-performing corpor-
ations.As active shareholders they seek to
add value to companies by relating to the
boards of their investee companies as owners.
In making recommendations to change
the pattern ofownership and controlof US
firms to make them more competitive,Porter
(1992) targeted policy makers,investors,and
corporations.He identified the need to in-
volve strategic stakeholderssuch as em-
ployees,customers,suppliers and members
of the host community, in the ownership and
controlof corporations,to make them inter-
nationally competitive.
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The rejection by Sternberg (1996)of such
stakeholderinvolvementwas made in the
context of the author being based in England
where intense politicalinterestarose in the
nature of a `Stakeholder Economy' which was
raised by the leader ofthe then parliamen-
tary opposition party (Tony Blair 1996)one
year before a generalelection.As a former
electronics engineer,and motivated by being
a founder and former President of the
Australian Employee Ownership Association,
Turnbull (1997f )utilised information theory
to provide counter arguments to Sternberg
based on his re-interpretation ofthe theory
of a firm (1994a,d).
Table 2 indicates some ofthe diversity in
corporate governance analysis and concerns.
The interests ofeach of the scholars listed
could be far greater than those particularly
noted. The scope of the inquiry into `The
FinancialAspects of Corporate Governance'
was limited by the terms of reference of the
committee chaired by SirAdrian Cadbury
(1992).The committee was established as a
`damagecontrol' initiative by the City of
London following some high profile failures
of publicly traded corporations. Similar
failures occurred in Australia during the
1980's when Henry Bosch (1995) chaired the
National Corporationsand SecuritiesCom-
mission.The contribution by Shann Turnbull
(1975b)was part of the first educational
qualification for company directors and arose
from concern over earlier corporate failures
in Australia and from his activities as a cor-
porate raider,company promoter and chair-
man of publicly traded companies. Corporate
failures in the US during the 1980's led
Michael Jensen (1993) to analyse `the failure
of corporate internalcontrol systems',John
Pound (1992; 1993a,b) to review the politics of
corporate control,and MichaelPorter (1992)
to compare the US system of corporate
governance with those found in Japan and
Germany.
Cultural Specificities in Theories
and Practice
Research into the theory and practice of cor-
porate governance has been heavily focused
on English speaking countries and the US in
particular.All scholars listed in Table 1 are
from `Anglo' countries. `Most of the available
empiricalevidence in the English language
comes from the the United States'(Shleifer
and Vishny 1996:6). Hollingsworth, Schmitter
& Streeck (1994:4)state:`In the 1950sand
1960s,hardly anyone disagreed with the
assumption thatthe more traditional and,
therefore,backward economieslike Japan,
Germany,or Europe as a whole would have
to adopt American patterns of industrial
organization'. The lack of research in compar-
ing different systems of corporate control was
Table 2.Subjects of analysis and variables relating to corporate governance
Authors (date order) Subject of analysis Variable
Simon 1962 Information Managing complexity
Turnbull 1975b & 1993b Directors' responsibilities Managing conflicts
Jensen & Meckling 1976 Agency costs Financial structure
Williamson 1985 Transaction costs Industrial organization
Hollingsworth & Lindberg 1985 Four modes of governance Social organization
Monks & Minow 1991;1995;1996 Board accountability Relationship investing
Demb & Neubauer 1992a Stakeholders Firm responsiveness
Cadbury 1992 Financial aspects Board conformance
Porter 1992 Nature of ownership Firm competitiveness
Hilmer 1993 Boardroom Firm performance
Pound 1993b Politics of ownership Economic efficiency
Jensen 1993 Publicly traded firms Failure in control systems
Bosch 1995;AIMA 1995 Directors' duties Code of conduct
Sternberg 1996 Stakeholder appropriation Shareholder value
Hawley & Williams 1996 Fiduciary capitalism Corporate performance
Shleifer & Vishny 1996 Moral hazards Investment returns
Persson,et.al. 1996 Separation of powers Welfare of stakeholders
Turnbull 1997c,e,f Cybernetic architecture Operating advantages
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only recognised in the US in the 1990's.This
neglectwas explained by Gilson (1994:132)
who noted that `the American system seemed
to represent the evolutionary pinnacle of
corporate governance,so other systems were
either less far along the Darwinistpath, or
evolutionary deadends;neither laggards nor
neanderthals made interesting objects of
study'.
This view was exacerbated by the US being
the most powerful economy in the world, the
`citadel of capitalism', and a widely rec-
ognised role modelfor other countries seek-
ing to better themselves.The importance of
Porter's (1992)study is that it provided a
counter view for academics and policy
makers.
The US has also dominated the develop-
ment of the theory of the firm which was
based on the assumption, some might
say paradigm,that `in the beginning there
were markets'(Williamson 1975:20) and that
firms existbecause markets fail,i.e.. `super-
session of the price mechanism' (Coase 1937).
US scholars developed the theory ofthe
firm during the height of the ideological
contest between capitalism and communism.
It would have been unpatriotic to entertain
the possibility that markets were not the
natural order of a free society.The failure of
communism has reinforced the hegemony of
market ideology with widespread political
interest in privatisation based on the US
model of a firm. The problems of using this
model in the US are identified by Jensen
(1993), in Russia by Blasi & Gasaway
(1993)and in Australia by Turnbull (1993a;
1995a,c,f ).The problems of the US modelin
either the US or former socialisteconomies
are outlined by Shleifer & Vishny (1996).
However, faith by political ideologues in
replicating the dominant, but flawed US
governancemodel, has so far been little
inhibited by scholarly research, empirical
evidence or the competitive success of other
approaches.
The assumption that in the beginning
there were markets is notsupported by the
evidence ofhistory as noted by Ben Porath
(1978),North (1985:558),Turnbull (1978b:
52;1994d:328)and others.In the beginning,
economic transactionswere governed by
social relationships rather than by markets,
hierarchy or even whatWilliamson (1990:x)
refers to as `hybrid modes oforganization'
combining both markets and hierarchy.
Sociologists, Hollingsworth & Lindberg,
(1985:221/2)state that there are `four dis-
tinctive forms of governance. . . market,
hierarchies, the clan or community and
associations'.Each form relies on a different
type of information and control channel as set
out in a typology described by Turnbull
(1978b:6;1994d:328).Two of the these addi-
tional forms of governance are outside the
discipline of economics and so beyond the
field of vision and analysis by economists.
This means that Coase (1937), trained as an
economist,was asking and answering the
wrong question. Instead of inquiring why
economic transactions are organized through
the `authority system'of a firm rather than
through the market,he should have asked
when are economic transactions organized by
any combination of the four different ways in
which transactions can be governed.
Each of these four institutionalmodes for
integrating human activities have `a separate
logic of collective action and socialorder' as
described by Streeck & Schmitter(1985:11).
The existence offour rather than two insti-
tutional modes of organizing human co-
operation means that existing theories of the
firm are incomplete (Turnbull 1994a).This
does not necessarily mean that existing
theories ofthe firm are incorrect,only that
they may have limited application,in a way
analogousto Newtonian `laws of motion'
providing correctanswers when the effects
of relativity are not present.In other words,
the theory of the firm becomes most relevant
in cultures committed to competition with
strong anti-trust laws and large scale imper-
sonal publicly traded firms withoutrelated
party transactions, and are not strongly
bonded through cultural,clan, trade,indus-
try, vocational or other associations, including
strong interlocking directorships.This de-
scribes the US economy.
The US based theory of the firm becomes
less relevant when economic transactions are
mediated by cultural priorities, business
related associations, trade, vocational, family,
social and political networks. These are more
prominentin continentalEurope,Japan and
other Asian countries (Hollingsworth & Lind-
berg 1985; Analytica 1992;Hollingsworth,
Schmitter& Streeck 1994;Hollingsworth &
Boyer 1997). However, `the social governance
of markets'in the US is not insignificant,as
detailed by Bruyn (1991). The operating
advantages ofa greater reliance on associ-
ations and networks in the governance of
firms has been reported by Franks & Mayer
(1993),Gilson & Roe (1993), Kester (1992),
and Turnbull (1995d).Blair (1995),Fukao
(1995:74,77,78),and Porter (1992:16-17)also
recommend that the US firms establish
stakeholder associations and networks.
While Streetand Schmitter(1985:1),Hol-
lingsworth & Lindberg (1985:221) and Turn-
bull (1994a:325-8,d) have outlined a possible
A flawed model of
corporate
governance
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theoreticalframework for analysing govern-
ance systemsbetween cultures,their work
has not yet been used by corporate govern-
ance scholars.Hollingsworth, Schmitter&
Streeck (1994:5)state that `Contemporary
mainstream economics postulates essentially
two mechanisms ofgovernance:markets and
corporate hierarchies.' They go on to say: `In the
limited institutionalrepertory envisaged by
mainstream economics,corporate hierarchies
are the preferred, and in fact the only
"economic",alternative to markets'.
Failure by many economists to recognise
that there are modes of organizing trans-
actions outside markets and hierarchy,and
the hegemony of market ideology, has re-
sulted in there being `no accepted theoretical
framework for comparing systems of corpor-
ate governance within or between cultures'
(Demb & Neubauer 1992a).Radner (1992)
goes further to state `Iknow no theoretical
research to date thatcompares the relative
efficiency of hierarchical and non-hierarchical
organizations within a common model'. More
generally, Jensen (1993:873)observed that
`we're facing the problem ofdeveloping a
viable theory of organizations'.This problem
has been identified by a number of other
leading workers in the field.
Coase (1991b:72) saw the need for `a more
comprehensive theory' and stated that `theory
is outrunning our knowledge of the facts in
the study of industrialorganization and that
more empirical work is required if we are to
make progress'(1991a:451).North (1985:572)
noted that there is an `additionaldimension
currently missing in the discipline ofecon-
omics'. Williamson (1990:xi) sees the need for
`observing the phenomena at a higher level of
resolution'.Williamson (1991:10)noted that
`In Demsetz's judgment, however, recent
work ± of team theory (Alchian and Demsetz,
1972),agency theory (Jensen and Meckling,
1976)and transaction costkinds ± has not
gone far enough'.Demsetz (1991:159) stated
that `a more complete theory of the firm must
give greater weight to information cost than is
given either in Coase's theory or in theories
based on shirking and opportunism which
have not gone far enough'.To meet these
concerns, a theory of the firm based on econ-
omising information ratherthan just costs
has been proposed by Turnbull(1994a),and
is considered later.
The lack of a framework for comparing
different systems of corporate governance has
resulted in comparative corporategovern-
ance research being principally empirical.
Notable contributions to this relatively recent
field have come from scholars outside the US
such as those ofAnalytica (1992),Demb &
Neubauer (1992b),Franks & Mayer (1993),
Isaksson & Skog (1994),Charkham (1994),
GoÈnencË(1994),Tricker (1994),Wymeersch
(1994),Garrett (1996)and Turnbull (1975b;
1995a,b,c,d,f;1997e,f ).US contributions have
focused on Japan or Germany such as those
by Kester (1991;1992),Porter (1992),Roe
(1993),Gilson & Roe (1993) and Aoki(1993),
with other countries considered by Black &
Coffee (1993), Blasi & Gasaway (1993), Monks
& Minow (1995), Fukao (1995)and Preston
(1996).
Theories Relevant to Corporate
Governance
Hawley & Williams (1996) undertook a
literature review of corporate governance in
the US as a background paper for the
Organization for Economic Cooperation and
Development(OECD). They identified four
models of corporate control:1. The Simple
Finance Model;2. The Stewardship Model;
3. The Stakeholder Model; and 4. The Political
Model. While the Survey ofCorporate Govern-
anceby Shleifer & Vishny (1996) for the
National Bureau of Economic Research was
not restricted to the US, its scope was limited
to the finance model consistentwith the
specialised definition of corporategovern-
ance adopted by the authors quoted earlier.
Three additional ways of analysing corporate
governancewill be suggested in the next
section.
The two corporate governance surveys re-
ferred to above were written by US scholars.
Both surveys contain some unstated cul-
turally determined boundary conditions and
assume that the US context provides a univer-
sal reference.Shleifer & Vishny (1996:6)
explicitly state that `while we pay some
attention to cooperatives,we do not focus
on a broad variety of non-capitalistowner-
ship patterns, such as worker ownership and
non-profit organizations'. Nor are these types
of firms considered by Hawley & Williams
who do not state their boundary conditions.
Tricker (1996:31) states:
Stewardship theory, stakeholdertheory
and agency theory are all essentially
ethnocentric. Although the underlying
ideologicalparadigms are seldom articu-
lated,the essential ideas are derived from
Western thought,with its perceptions and
expectationsof the respective roles of
individual,enterprise and the state and of
the relationships between them.
Neither Shleifer & Vishny or Hawley &
Williams define the type of `capitalistic' firms
Viable theory of
organizations
needed
Current
governance theories
are ethnocentric
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subject to their survey,the basis,if any, that
their securities are publicly traded and the
characteristics ofthe securities which exert
some controlling influence on the firm. In the
tradition of US scholarly corporate govern-
ance research,the US legal/political/regula-
tory system and the division of power
between directorsand shareholders,as set
out in corporate constitutions, is mostly
implicitly accepted as the given `state of
the world'. There are, however, important
variations between US States (Monks 1996;
Gordon 1993), between Anglo cultures (Black
& Coffee 1993)and between other cultures
(Analytica 1992, Porter 1992, Fukao 1995, and
Charkham 1994).
For example, publicly traded firms in
Europe may have two or three tiered boards
(Analytica, 1992). Between and within Europe
and the US there are different ways of
publicly trading the securities of a firm.
Different stock exchanges have different
rules governing the powers of directors in
relation to their shareholders. These introduce
differentregulatory regimes to produce sig-
nificant differences in the managementdis-
cretions ofthe firm, e.g. the requirementto
have audit, remuneration and nomination
committees;methods of electing or appoint-
ing directors; shareholderapproval to pay
directors, new share issues, establishing
employee share plans, changing auditors,
merging with another firm or changing the
corporate charteror place of incorporation,
etc. The voting rights of shares and the
percentage required to achieve changesin
control, capitalisation orcorporate charters
may also vary according to each firm,stock
exchange,place of incorporation or national
laws and regulations.
The Hawley & Williams survey is im-
plicitly limited to corporationswhich have
their shares publicly traded and explicitly
limited to US based firms.Not being limited
to either US firms or the `simple finance
model' of Hawley & Williams, Shleifer &
Vishny consider additional dimensions of
the finance model. Consistent with their
concern of how financiers `assure them-
selves of getting a return on their invest-
ment' they also survey how corporate con-
trol is influenced by debt securities and
bankers.
Implicit assumptions of both surveys seem
to be that all publicly traded firms have:
1. rights of perpetualsuccession;2. limited
liability; 3. unitary boards;4. management
hierarchies without related party trans-
actions, strategicalliances or networks as
found in non Anglo firms;and 5.unambigu-
ous boundaries.
To provide a perspective of the relative
importanceof publicly traded firms, it is
interesting to note thataround 75% of the
40,000 publicly traded corporationsin the
world are found in cultures which have
adopted Anglo corporate concepts (FIBV
1993;Economist 1995:116).The only non-
Anglo countries with more than 1,000
publicly traded corporations(excluding in-
vestmentfunds) are Japan (2,953),Germany
(1,297)and Brazil (1,129).France and Italy
all have less than 1,000 listed companies.
The FeÂdeÂration Internationale des Bourses de
Valeurs (FIBV) records four Anglo countries
with more than 1,000 listed companies: the US
(10,546),Canada (3,079),United Kingdom
(2,412), and Australia (1,107). India has
around 7,000 listed companies(Economist
1995:116) not included in the FIBV statistics.
1. The simple finance model
`In the finance view,the centralproblem in
corporate governance is to construct rules and
incentives (thatis, implicit or explicit `con-
tracts')to effectively align the behaviour of
managers (agents) with the desires of princi-
pals (owners)',(Hawley & Williams 1996:21).
However, the `rules' and `incentives'con-
sidered,are generally only those within the
existing US system ofpublicly traded firms
with unitary boards.
The rules and incentives in the finance
model refer to those established by the firm
rather than to the legal/political/regulatory
system and culture ofthe host economy or
the nature ofthe owners.The finance view
represents a sub-section of the political model
of corporate governance.The political model
interacts with the `cultural', `power' and
`cybernetic'models raised in the following
section.
It is the nature of the owners which
exacerbates corporate control problems found
in Anglo countries like the US,Canada,UK
and Australia. In each of these countries,
institutionalinvestorsown the majority of
the shares in most of the largest publicly
traded firms unlike in continental Europe
and Japan (Analytica 1992).Institutionalin-
vestors,such as pension and mutualfunds,
collectively owned more than 57% of the top
US 1,000 firms in 1994 (Hawley & Williams
1996:8). The problem with institutional
ownership is that their investment managers
are fiduciary agents of the beneficialowners
and so the situation is created of agents rep-
resenting agents.Hence the term `Fiduciary
Capitalism' or what Peter Drucker (1976)
more provocatively described as `Pension
Fund Socialism'.
Owners exacerbate
control problems
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The problem of agents being responsible
to agents is that it compounds the agency
costs identified by Jensen & Meckling (1976).
A basic assumption is that managerswill
act opportunistically to further their own
interests before shareholders.Jensen and
Meckling showed how investors in publicly
traded corporations incurcosts in monitor-
ing and bonding managers in bestserving
shareholders.They defined agency costs as
being the sum of the cost of: monitoring
management(the agent);bonding the agent
to the principal (stockholder/`residual claim-
ant'); and residual losses. Their analysis
showed amongst other things: why firms
use a mixture ofdebt and equity;why it is
rational for managersnot to maximise the
value of a firm; why it is still possible to raise
equity;why accounting reports are provided
voluntarily and auditors employed by the
company;and why monitoring by security
analysts can be productive even if they do not
increase portfolio returns to investors.
A basic conclusion of agency theory is that
the value of a firm cannot be maximised
because managers possess discretions which
allow them to expropriate value to them-
selves.In an ideal world, managers would
sign a complete contract that specifies exactly
what they could do under all states ofthe
world and how profits would be allocated.
`The problem is that most future contin-
gencies are too hard to describe and foresee,
and as a result, complete contracts are
technologically unfeasible' ( Shleifer & Vishny
1996).
As a result, managers obtain the rightto
make decisions which are not defined or
anticipated in the contract under which debt
or equity finance is contributed (Grossman &
Hart 1986; Hart & Moore 1990). This raises the
`principal's problem' (Ross 1973) and `agency
problem'(Fama & Jensen 1983a,b).How can
publicly traded firms with such incomplete
contracts with their managers be effective in
efficiently raising funds?
The `agency problem' is particularily acute
in Anglo cultures with dispersed ownership
where corporations do not have a supervisory
board or what Monks (1994)describes as a
`relationship investor'. When all shareholders
own small minority interests to create diverse
ownership it is not rational for any investor to
spend time and incur costs to supervise
managementas this provides a `free ride'
for other investors. In any event, small share-
holders may lack the power and influence
to extract information which could reveal
expropriation or mismanagement.
In many Anglo countries, the law may
limit the ability of shareholders to become
associated together to form a voting block to
influence or change management unless they
make a public offer to all shareholders.
Insider trading laws may also inhibit or
prohibit shareholders from obtaining the
necessary information to monitor and super-
vise management. Monks (1996), an Assistant
Secretary of Labor in the Reagan Administra-
tion, describes how US managers have influ-
enced law making to protect themselves from
shareholder interventions.
2. The stewardship model
In the stewardship model, `managersare
good stewards ofthe corporations and dili-
gently work to attain high levels of corporate
profit and shareholders'returns (Donaldson
& Davis 1994). Both Lex Donaldson and Davis
teach in business schools.Their arguments
supports the investmentof business schools
and their studentsin the developmentof
managementskills and knowledge. It also
reinforces the socialand professionalkudos
of being a manager.
Donaldson & Davis note that `Managers are
principally motivated by achievementand
responsibility needs' and `given the needs of
managers for responsible,self-directed work,
organizations may be betterserved to free
managers from subservience to non-executive
director dominated boards'. According to
Donaldson & Davis, `mostresearchers into
boards have had as their prior belief the
notion that independent boards are good' and
`so eventually produce the expected findings'.
There are influentialand powerful sources
who recommend the need forindependent
non-executive directors such as the Council of
InstitutionalInvestors in the US, Cadbury
(1992)in the UK, Australian Institutional
investors (AIMA 1995),existing professional
directors,and all those would like to become
non-executive directors.
However, supporting stewardship theory
are the individuals who contribute their own
money and other resourcesto non-profit
organizations to become a director. In analys-
ing the welfare distributed to stakeholders
through introducing a division of powers,
Persson, Roland & Tabellini (1996)made
provision in their equations to include the
welfare contributed by controllers.
In commenting on stewardship theory,
Hawley & Williams (1996:29)state that
`The logicalextension is eithertowards an
executive-dominated board ortowards no
board atall'. Donaldson & Davis pointout:
`the non-executive board ofdirectors is,by
its design,an ineffective controldevice'and
cite evidence to supportthe view that `the
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whole rationale for having a board becomes
suspect'.Brewer (1996) reported that `One of
Canada's best-known business leaders sug-
gested lastmonth that boards of directors
should be abolished and replaced by a formal
committee of advisors'.This view arose from
the businessman in question being sued as
a director of an insurance company for over
a billion dollars from actions taken by man-
agement.
Boards can become redundant when there
is a dominant active shareholder,especially
when the major shareholderis a family or
government.One could speculate thatsome
boards are established from culturalhabit,
blind faith in their efficacy, or to make
government or family firms look `more busi-
ness like'.
However, research by Pfeffer (1972)has
shown that the value of externaldirectors
is not so much how they influence man-
agers buthow they influence constituencies
of the firm. He found that the more regu-
lated an industry then the more outsiders
were presenton the board to reassure the
regulators, bankers, and other interest
groups.
Tricker (1996:29) points out:`underpinning
company law is the requirementthat direc-
tors show a fiduciary duty towards the
shareholdersof the company'.Inherent in
the idea of directors having a fiduciary duty is
that they can be trusted and will act as
stewards over the resources of the company.
Thus in Anglo law, directors' duties are based
on stewardship theory.This duty is higher
than that of an agent as the person must act as
if he or she were the principalrather than a
representative.
Many writers, and especially the propo-
nents of stewardship and agency theory,see
each theory contradicting the other.Donald-
son & Davis raise the possibility thatthere
is some deficiency in the methodologies of
the numerous studies they cite which pro-
vide support for both theories.Some possi-
bilities are thatthe studies did notseparate
out the effectof firms being in a regulated
industry as analysed by Pfeffer (1972)or
possessing a dominant shareholder acting as
a supervisory board or `relationship investor'.
The existence ofan influential supervisory
investor is not uncommon in Anglo cultures
and it is the rule rather than the exception in
other cultures (Analytica 1992;Tricker 1994;
Turnbull 1995c,d,f ).
Ghosal & Moran (1996:14) raise the possi-
bility that the assumption of opportunism on
which agency theory is based,`can become a
self-fulfilling prophecy whereby opportunis-
tic behaviour will increase with the sanctions
and incentives imposed to curtail it, thus
creating the need for even stronger and more
elaborate sanctions and incentives'. Likewise,
stewardship theory could also become a self-
fulling. This would appear to be the situation
in firms around MondragoÂn which have no
independentdirectors.All board members
are either executives or stakeholders (Turn-
bull 1995d).However, each firm and each
group of firms in the MondragoÂn system is
controlled by three or more boards/councils
or control centres which introduces a division
of power with checks and balances.
The inclination of individuals to act as
stewards or self-seeking agents may be con-
tingent upon the institutional context. If this is
the case,then both theories can be valid as
indicated by the empirical evidence. Steward-
ship theory,like agency theory,would then
be seen as sub-set of political and other
broader models of corporate governance.
Psychological analysis supports both theories.
Waring (1973),a professor of psychology,
states that:`differences between individuals
are significantand important';the need for
money and approval,etc.is `determined and
limited by the necessity ofmaintaining the
organism in a state of dynamic equilibrium';
people stand `in an interactive cybernetic
relationship to his/her community and en-
vironment,and is changed as a result of any
interaction'and individuals are `sometimes
competitive, sometimes collaborative: usually
both'.
The inclination of individuals to act as
selflessstewardsmay be culturally contin-
gent. The `company man' in Japan may place
his employerbefore family. The voluntary
resignation ofexecutives is notuncommon
when a firm is disgraced and instances of
suicide are still reported.
3. The stakeholder model
In defining `Stakeholder Theory' Clarkson
(1994) states:`"The firm" is a system of stake
holders operating within the larger system of
the hostsociety thatprovides the necessary
legal and market infrastructure for the firm's
activities. The purpose of the firm is to create
wealth or value for its stake holders by
converting theirstakes into goods and ser-
vices'. This view is supported by Blair
(1995:322) who proposes:
. . . the goal of directors and management
should be maximizing total wealth creation
by the firm.The key to achieving this is to
enhance the voice of and provide owner-
ship-like incentives to those participants in
the firm who contribute or control critical,
With a dominant
shareholder boards
can be redundant
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specialized inputs (firm specific human
capital) and to align the interests of these
critical stakeholders with the interests of
outside,passive shareholders.
Consistentwith this view by Blair to pro-
vide `voice'and `ownership-like incentives'
to `criticalstakeholders',Porter (1992:16±17)
recommended to US policy makers that
they should `encourage long-term employee
ownership' and `encourage board represen-
tation by significant customers,suppliers,
financial advisers, employees, and com-
munity representatives'.Porter (1992:17) also
recommended thatcorporations `seek long-
term owners and give them a direct voice in
governance'(i.e. relationship investors)and
to `nominate significantowners, customers,
suppliers, employees,and community rep-
resentatives to the board of directors'.
All these recommendationswould help
establish the sort of business alliances,trade
related networksand strategicassociations
which Hollingsworth and Lindberg (1985)
noted had not evolved as much in the US as
they had in continental Europe and Japan.In
other words,Porter is suggesting thatcom-
petitiveness can be improved by using all four
institutional modes for governing trans-
actions rather than just marketsand hier-
archy.This supports the need to expand the
theory of the firm as suggested by Turnbull
(1994a).
However, the recommendations ofPorter
to have various stakeholderconstituencies
appoint representativesto a unitary board
would be counter-productive for the reasons
identified by Williamson (1985:300),Guthrie
& Turnbull (1995) and Turnbull (1994e;
1995e).Williamson (1985:308)states:`Mem-
bership of the board, if it occurs at all, should
be restricted to informationalparticipation'.
Such information participation is achieved
in Japan through a Keiretsu Counciland in
continentalEurope through works council
and supervisory boards.These provide the
model for establishing `stakeholder councils'
as described by Guthrie & Turnbull (1995)
and Turnbull (1994d;1997c,e,f ).
Hill & Jones (1992) have built on the work
of Jensen & Meckling (1976) to recognise both
the implicit and explicit contractualrelation-
ships in a firm to develop `Stakeholder±
Agency Theory'. The interdependencebe-
tween a firm and its strategic stakeholders is
recognised by the American Law Institute
(1992)which states: `The modern corpor-
ation by its nature creates interdependences
with a variety of groups with whom the
corporation hasa legitimate concern,such
as employees, customers, suppliers, and
members ofthe communities in which the
corporation operates'.
Both stakeholder voice and ownership,as
suggested by Porter and Blair,could be pro-
vided by `re-inventing'the concept of a firm
as proposed by Turnbull (1973,1975a,1991a,
1994d,1997f ).The proposalis based on tax
incentives providing higher short term profits
to investors in exchange for them gradually
relinquishing their property rights in favour
of strategic stakeholders. Control of the firm is
likewise shared between investors and stake-
holders through multiple boards to remove
conflicts of interest and so agency costs in a
manner similar to thatfound in continental
Europe and especially in MondragoÂn.
4. The political model
The politicalmodel recognises thatthe allo-
cation of corporatepower, privileges and
profits between owners,managers and other
stakeholders is determined by how govern-
ments favour their various constituencies.
The ability of corporate stakeholders to
influence allocations between themselves at
the micro level is subject to the macro frame-
work, which is interactively subjected to the
influence of the corporate sector.
According to Hawley & Williams (1996:29):
`the politicalmodel of corporate governance
has had immense influence on corporate
governance developments in the lastfive to
seven years'.However, Hawley & Williams
focus their discussion only on the micro
aspectsof how shareholderscan influence
firms. Firms have also been influential in
moulding the US political/legal/regulatory
system over the last few centuries. According
to Justice Felix Frankfurter of the US Supreme
Court, the history of US constitutional law is
`the history of the impact of the modern
corporation upon the American scene',
quoted in Miller (1968:1).
Roe (1994)provides an elaboration ofthe
historical evolution of the political model and
like Black (1990) and others,argues thatthe
finance model's nearly exclusive reliance on
the market for corporate control,was pri-
marily the result of the political traditions of
federalism/decentralisation dating back to
the American Revolution. However, these
traditions have been subjectto substantial
changes.
After the Revolution, there was concern
that newly won politicalfreedoms could be
lost through foreignersgaining control of
corporations(Grossman & Adams 1993:6).
As a result, the life of all corporate charters
were limited to 50 years or less up until after
the Civil War. Nor did these charters provide
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limited liability for the owners.Most states
adopted a ten year sunsetclause for bank
charters and sometimes they were as short as
three years. `Early state legislators wrote
charter laws and actual charters to limit
corporate authority,and to ensure that when
a corporation caused harm, they could revoke
the charter'(p.1).However,`During the late
19th century, corporationssubverted state
governments'(p:1) and according to Fried-
man (1973:456),corporations `bought and
sold governments'.
In 1886 the US Supreme Court ruled that a
private corporation was a natural person
under the US constitution,sheltered by the
Bill of Rights and the 14th Amendment.`Led
by New Jersey and Delaware, legislators
watered down or removed citizen authority
clauses. They limited the liability of corporate
owners and managers,then started handing
out charters that literally lasted forever'
(Grossman & Adams 1993:21).`Political
power began flowing to absentee owners
intent upon dominating people and nature'
(p.15). Grossman & Adams (1993:26) went on
to say:`No corporation should exist forever'.
As a reaction to the corporate power extant
at the end of the 19th century,a number of
states introduced cumulative voting to allow
minority interests to electdirectors (Gordon
1993).Gordon describes how this initiative
was subverted by competition between states
to attract corporate registrationsor what
Nader (1976:44) describes as `chartermonger-
ing'. Monks (1996) describes this as `the race
to the bottom' and explains how contem-
porary corporations are influencing the deter-
mination of accounting and legaldoctrines
and promoting a management friendly poli-
tical/legal/regulatory environment.Monks
(1996) states that `The hegemony of the BRT
(Business Round Table)is not a sustainable
basis for corporate governance in America'.
During the beginning of the 20th century, at
the federal level, laws were introduced in the
US to limit bank ownership ofcorporations
and related party transactions between cor-
porations.This forced both the pattern of
ownership and controlof US firms and the
pattern of trading relationshipsto diverge
from that found in continentalEurope and
Japan. Kester (1992) describes the latter
patterns as `contractualgovernance'as ana-
lysed by Coase and Williamson while limiting
the term corporate governance to the problem
of co-ordination and controlas analysed by
Jensen & Meckling (1976) and Berle and
Means (1932).
Hawley & Williams (1996:29)focused on
the micro level of the political model as
articulated by Gundfest(1990)and Pound.
Pound (1993b) defined the `political model of
governance'as an approach,`.. . in which
active investors seek to change corporate
policy by developing voting support from
dispersed shareholders, rather than by simply
purchasing voting power or control. . .'.
Pound (1992:83)states:`this new form of
governancebased on politics rather than
finance will provide a means of oversight
that is both far more effective and farless
expensive than the takeovers of the 1980's'.
Gundfest (1993) points out that `an under-
standing of the political marketplace is
essentialto appreciate the role thatcapital-
market mechanisms can .. . play in corporate
governance'.For example,Gordon & Pound
(1991)showed thatcorporations with fewer
anti-takeoverprovisions in their constitu-
tions out performed those with anti-takeover
measures in place.
While the politicalform of governance is
new to many US scholars,the importance of
`political procedures' (Jensen & Meckling
1979:481)have been recognised in worker-
governed firms by Bernstein (1980),Turnbull
(1978a:100),and many others, with stake-
holder-controlled firms analysed by Turnbull
(1995d).
While recognising thecultural and con-
textualcontingencies ofthe US system,the
current political model focuses on contem-
porary issues such as the US proclivity for
market liquidity over institutional control
(Coffee 1991).The political model is also
concerned with the related issue oftrading
off investor voice to investment exit, and
institutional agents monitoring corporate
agent,i.e. Watching theWatchers(Monks &
Minow 1996). All these issues are influ-
enced by governmentlaws and regulations
and so are subject of public policy debate for
changes and reform.Black & Coffee (1993)
state that:
According to a new `political' theory of
corporate governance, financial institutions
in the U.S.are not naturally apathetic,but
rather have been regulated into submission
by legalrules that ± sometimes intention-
ally, sometimesinadvertently ± hobble
American institutions and raise the costs
of participation in corporate governance.
Bhide (1994) develops details of this posi-
tion.Hawley & Williams (1996:32) state:
The political model of corporate govern-
ance (whether Pound's or Gundfest's
version) places severe limits on the tra-
ditional economic analysis ofthe corpor-
ate governance problem,and locates the
performance-governance issue squarely in
Investor voice or
investment exit
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a broader politicalcontext.Political does
not mean necessarily imply a government
role,merely that it is non-market.
In other words,the analysis of economists
needs to be truncated and integrated into
the insights of Ben-Porath (1978)and Holl-
ingsworth & Lindberg (1985)to understand
how both economic transactions and their co-
ordinating institutions are governed. An
aspectalso neglected by economists is that
nationalincome can be distributed without
work or welfare by spreading corporate
ownership directly to individuals rather than
through institutional intermediaries (Kelso &
Adler 1958;Kelso & Hetter 1967,1986;Turn-
bull 1975a,1988,1991b,1994b).
5. Emerging political issues
On the suggestion of Louis Kelso, Senator
Russell Long began introducing tax and other
incentives into the US Congress from 1974
onwards to promote universalshare owner-
ship. Largely as a resultof these incentives,
`of the approximately 7,000 companies listed
on American stock exchanges,about 1,000
firms are at least 10% employee held'(Tseo,
1996:66).Blasi (1988) documents the growing
spread and size of employee ownership in
both private and publicly traded companies
in the US. Ironically,the extent of employee
ownership in publicly traded firms in Russia
is higher (Blasi & Gasaway 1993).`In 1988,
more than 90% of all firms listed on Japanese
stock markets had an ESOP'(Jones & Kato
1993).The Confederation of British Industry
(CBI 1990:7)found that `60 fund managers
could determine the ownership of British
companies'and concluded that `concentra-
tion of power in any democracy is to be
discouraged'.
Without universal individual ownership,
problems arise from `universalowners' as
pointed out by Monks (1996).A `universal
owner' is an institution which effectively
owns a small proportion ofthe entire econ-
omy. The raises the problem of the same
owners participating in the governanceof
competing firms.It also raises the possibility
that universal owners may seek to maximise
profits in their corporations through trans-
ferring the costs of maintaining the environ-
ment, education and health care to the
taxpayers whom they also represent.
Universal ownership avoids the problems
of universal owners. There is also much
evidence that ownership by individual
stakeholders can improve performance (Turn-
bull 1997e,f ).Employee ownership,in par-
ticular, is supported by corporate governance
scholars such as Blair (1995),Monks (1996),
Porter (1992),and Denham & Porter (1995).
Porter (1992) recommended that allstrategic
stakeholdersparticipatein ownership and
control.Turnbull (1973,1975a,1991a,1994d,
1997e,f) describes alternative mechanisms to
those proposed by Kelso for achieving this
objective to promote what Porter refers to as
`expanded ownership'.Turnbull (1993a,b;
1994c;1997c,e,f) describes how Porter's pro-
posals could be implemented to provide
operating advantages and a basis for improv-
ing corporate self-governance.
Other Ways of Analysing Corporate
Governance
There are other models of corporate govern-
ance to consider based on culture, power
and cybernetics.A synthesis of all models
may be required if we are to efficiently
develop,construct,testand implementnew
approaches.
1. Culture
Hollingsworth,Schmitter & Streeck (1994:6)
provide an example of a cultural perspective:
. . . transactionsare conducted on the
basis of mutual trust and confidence
sustained by stable,preferential,particu-
laristic, mutually obligated, and legally
nonenforceablerelationships.They may
be kept together either by value consensus
or resource dependency ± that is,through
`culture'and `community'± or through
dominantunits imposing dependence on
others.
This statement was made in the context of
transactions being governed by networks at
the `mesolevel (e.g., the intermediate location
between the microlevelof the firm and the
macrolevelof the whole economy)'rather
than of the firm (p.9). However, it is also
relevant within firms, and in this way it
would subsume elements of the stewardship
model.
Porta, Lopez-de-Silanes, Shleifer, & Vishny,
(1997) found that the type of dominant
religion in a culture can affect trust and
hence the ability of strangers in large organ-
izations to co-operate. In particular, they
found that trust in large organizations
increasesas the proportion of the popu-
lation involved in hierarchicalreligions,like
Catholicism, decreases. While Japan showed an
above average degree oftrust it was not as
high as Nordic countries and China. Some
scholarshave speculated thatthe Japanese
The challenge of the
universal owner
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commitmentto employee participation and
the forming of strategicalliancesbetween
firms arises from their embedded belief in the
inter-dependency of their many gods. It
might be interesting to research ifChristian
economists and managers,or other types of
monotheists,have an embedded belief in
hierarchiesrather than alliances and net-
works.
Williamson (1975:38) noted the short-
comings of economic analysis in neglecting
`the exchange process itselfas an objectof
value'. He identified the conceptof `atmos-
phere'to `raise such systems issues:supply-
ing a satisfying exchange relation ismade
part of the economic problem, broadly
construed'. However, this insight is not
mentioned or used in Williamson (1985)or
in many of his later writings.
The need to consider the culturalcontext
or `atmosphere'of transactionswithin and
between firms has been analysed by Maru-
yama (1991). MondragoÂn illustrates the
importance of culture as it provides `an
environmentwhere there is no perceived
threat of opportunism, even from oppor-
tunists!',to use the words of Ghoshal and
Moran (1996:26)in another context.`Mon-
dragoÂn makes it clear that market or planning
decisions are value decisions' (Morrison
1991:98).This is seen as an advantage by
economistsBradley & Gelb (1983:30)from
the World Bank. They favourably compare
MondragoÂn with the `enriched employment
relationship extending farbeyond the cash
nexus' of Japanese firms and X-inefficiency
(Leibenstein, 1987) found with `Western'
practices.
The importance of culture is evident from
the view in MondragoÂn that social adapt-
ability is the most critical condition in
converting a firm owned by an entrepreneur
to a co-operative (Whyte & Whyte (1988:86).
`MondragoÂn is unlikely to undertake a con-
version if the prospects of resocializing
managers and workers appear poor.'In this
regard,the Catholic influence in MondragoÂn
is at odds with the findings of Porta et al.
(1997). Morrison (1991:111)quotes the
founder of MondragoÂn, Father Arizmendi
as saying: `A company cannot and must
not lose any of its efficiency just because
human values are considered more important
than purely economic or materialresources
within the company;on the contrary such a
consideration should help efficiency and
quality'.
Contrary to the concernsof Ghoshal &
Moran, Williamson (1979:104)accepted that
trust can transcend opportunism when he
stated:
Additional transactions-specificsavings
can accrue atthe interface between sup-
plier and buyer as contracts are suc-
cessively adapted to unfolding events,
and as periodic contract-renewalagree-
ments are reached.Familiarity here per-
mits communication economies to be
realized:specialized language develops as
experience accumulates and nuances are
signaled and received in a sensitive
way. Both institutionaland personaltrust
relations evolve.
The referenceto `communication econo-
mies' will be taken up below. However, there
is obviously need to integrate culture into the
research calculus offirm structure and per-
formance as undertaken by Berger (1976)in
evaluating economic development.
2. The power perspective of corporate
governance
From this perspective,it is the ability of
individuals or groups to take action which
is the over-riding concern.The related view-
point of `resource dependency'was devel-
oped by Pfeffer (1972);Pfeffer & Leong
(1977)and Pfeffer & Salancik (1978).How-
ever,the explicit use of power seems to be a
neglected topic. Even when shareholders,
directors,managementor any other stake-
holder have the knowledge and willto act,
this is of no avail unless they also possess the
power to act.
The power of shareholders to act is part of
the politicalmodel of corporate governance.
Hawley & Williams (1996:57-60)identify
various inhibitions on the power of share-
holders to act arising from security laws,
agenda setting by managementat general
meetings,proxy procedures,voting arrange-
ments and the corporate by-laws.
The power of directors to control manage-
ment is dependent upon there being a
sufficient number of directors who also have
the knowledge and will to act to form a board
majority.Even if independent directors have
the knowledge to act,they may not have the
will and power to act because they are loyal
or obligated to managementand/or hold
their board position at the grace and favour
of management.Directors are unlikely to
act against managementunless they are
supported by shareholders.However, many
institutional shareholderslack the will to
act. This was found to be a major problem
for US firms in a report into their competi-
tiveness by Regan (1993). Hawley & Williams
(1996:65)noted thatmanagementcontrolled
`the information thatdoes reach the board.
The importance of
social adaptability
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The result can be a board knowing too little,
too late and, even if it is willing to act to
confront a growing problem or crisis, it is
often unable to do so'.
An appropriate separation of powers to
create checks and balances provides a way to
increase the welfare ofstakeholders accord-
ing to Persson, Roland & Tabillini (1996).
Persson,Roland & Tabillini make the point
that negative welfare may result if the
division of power is not `appropriate'.An
analysis of appropriate division of powers has
been made by Bernstein (1980) and Turnbull
(1978a:100;1993b;1997c).
Calls by reformers for greaterdisclosure
and transparency as a way to controlfirms
are made on the assumption thatthere are
shareholders who possess both the willand
power to act. The validity of this implicit
assumption is largely ignored. While dis-
closure is a necessary condition for regu-
lation,self-regulation and self-governance,it
is not sufficient unless there also exists both
the power and will to act.
All suggestionsfor reform of corporate
governance processesneed to consider the
power of agents to act, or be subject to a veto,
when there is a compound board. Pound
(1993a)makes the points: `alwayshave an
opposition view' and `there must be an
opposition party and the prospectof insur-
gency'.However, Pound does not consider
the principle of a division of power in his
political model of corporate governance, even
though he participated as co-chair of the
shareholders'committee established atUSX
for this purpose (Pound 1992). While the
power model of the firm may be but a part of
the political model, it should never be
neglected because without the power to take
corrective action,no action can take place.
For any action to be appropriate, the actors
also need information which is accurate,
timely,sufficient and yet manageable.While
Pound (1993a)talks about `feedback'it is
from institutional investors who do not,
cannot,and should not, have firm specific
inside expertinformation.This leads us to
consider the cybernetic approach to corporate
governance.
3. Cybernetic analysis
Cybernetic analysisin social institutionsis
concerned with their information and control
architecture.As control is dependentupon
power, a cybernetic investigation is depen-
dent upon an analysis of power.
Cybernetics is based on the mathematics of
information theory where the basic unitof
analysis is described as a `bit'.A bit can be
thought of as a letter in a language with eight
bits creating whatcan be considered to be
word, described as `byte'. The ability of
computers to store, process or transmit
information is measured in thousands or
millions of bytes described respectively as
kilobytes and megabytes.
Like computers,humans have physical
limitations on their ability to receive,store,
process and transmit information. Williamson
(1979:99)recognised that`the efficientpro-
cessing ofinformation is an importantand
related concept' to transaction costs and
stated in note 4,`butfor the limited ability
of human agents to receive,store,retrieve,
and process data, interesting economic
problems vanish'.Wearing (1973)observed
that an individual has `limited information
processing capacity so prefers slow rates of
change,i.e. nearly stable systems,'and `re-
duces, condenses,summarises (and thus
necessarily loses)information,in addition,
an "imperfect"communicationsnetwork in
the environment also restricts and attenuates
the flow of information'.
Another reason for economising informa-
tion is to reduce the problem of `bounded
rationality' which refers to human behaviour
that is `intendedly rationalbut only limitedly
so' (Simon, 1961:xxiv). According to William-
son (1975:21),`Bounded rationality involves
neurophysiologicallimits on the one hand
and language limits on the other'. Williamson
(1975:45±6) notes that `a change in organiza-
tional structure may be indicated' when
individuals are exposed to information over-
load.
To undertake tasks which exceed the
capacity of one computer, two or more
computers can be connected together in the
same way humans solve more demanding
tasks by working in teams,groups,alliances
and networks. Cybernetics considerations
cannotbe ignored in understanding orde-
signing teams,divisions,the need for one or
more boards and their structure, or the
architecture ofexternalalliances with stake-
holders.
The cybernetic perspective provides a basis
for evaluating the integrity of corporate
governance information and controlsystems
from a number of aspects.Evaluating the
integrity of information channels was inves-
tigated by Shannon, a founder of information
theory.Shannon (1949)showed thatreliable
information can be obtained from unreliable
channels if they are used in parallel.In other
words, boards need to obtain information
from strategic stakeholders as wellas from
managementto avoid bias, distortion or
errors as discussed by Turnbull (1993a;
Do shareholders
have the will and
the power to act?
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1997c,e,f ).The errors and distortions in
management hierarchies have been reported
by Downs (1967:116-118),Williamson (1975:
122),and Demb & Neubauer (1992b).
Another important insight of cybernetics
is the `law ofrequisite variety'which states
that to counter any variable the organization
must have matching responses.In other
words, complexity can only be managed
through complexity (Ashby 1968:202).Com-
plex organisations, and/or those operating in
a complex dynamic environment require
complex control systems. This might be
reflected in a compound board and/or a
network of firms (Craven, Piercy & Shipp,
1996)and/or by involving strategic stake-
holders in the controlof a firm as proposed
by Blair (1995),Fukao (1995),Porter (1992)
and Turnbull (1994d;1995a,b,e;1997c,e,f ).
The cybernetic conceptof `feedback'is a
condition precedent for self-regulation or
self-governance (Ashby 1968:53).If a firm is
not to affect adversely its stakeholders
through its `actions or inactions'(Donaldson
& Preston 1995)it will require governance
processeswhich allow its stakeholdersto
participate in establishing performance stand-
ards. Such arrangements are commonly es-
tablished in quality assurance programs.
However, for stakeholders to have the will
to act, they need a power base independent of
managementto protect them from being
treated as whistle blowers.
Independently elected StakeholderCoun-
cils would representthe `opposition party'
sought by Pound. As strategic stakeholders
would possess inside, expert information,
they provide a way to inform management
and their monitors,of any operational short-
commings as sought by Pound. The design of
such arrangements would require the use of
both the power and cybernetic perspective of
corporategovernance.An example of this
approach is provided by Guthrie & Turnbull
(1995) and Turnbull (1997c,e,f).
Research opportunities
1. Limited life
The governance implications oflimited life
corporate shares and limited life firms is a
neglected area. The periodic review of
managers by owners is an intrinsic feature
of firms which have limited life charters as
commonly existsin joint ventures and in
limited liability partnerships. In the US,
limited liability partnerships are formed for
six years. They are commonly used for
Research & Developmentsyndication,prop-
erty developmentjoint ventures,theatrical
and other types ofmedia financing.Longer
term limited life enterprisesare frequently
formed with international joint ventures,
especially those in former socialist economies.
The need to periodically establish a succes-
sor organization allows all contractualar-
rangements to be re-negotiated.In this way
management is made accountable in a similar
fashion to those subjectto a take-over ofa
publicly traded enterprise.Dispersed owner-
ship in this situation increasesrather than
decreasesthe bargaining powerof owners
in the same way it does for creditors as
investigated by Gerner & Scharfstein (1991)
and Bolton & Scharfstein (1996). If the owners
do not have confidence in management they
need not re-investtheir money.This forces
managersto provide both adequateinfor-
mation and cash distributions to retain
investor confidence.
Limited life equities and firms were the rule
rather than the exception up until the middle
of the last century,except in England where
a few hundred firms obtained charters with
the rights of perpetualsuccession (Turnbull
1997b;1998).Limited life firms have par-
ticular value when the business is notlarge
enough to have its shares publicly traded. The
need to periodically re-recapitalise the firm
provides liquidity and so an exit opportunity
for investors.It also provides a programmed
exit for firms with declining business as
sought by Jensen (1993:847).There appears
to be little research into this topic.
2. Worker ownership and control
Researchers from English speaking (Anglo)
cultures have not only neglected the study of
corporate governance found in other cultures
but the governance offirms in their own
cultures which do nothave publicly traded
securities.These include worker controlled
firms. While employee controlled firms may
not contribute significantvalue to modern
economies, closed or private corporations add
more value to their host economy than
publicly traded firms.
As noted earlier,employees are becoming
the largest voting block in many US publicly
traded corporations.The same situation is
developing in Australia (Turnbull 1997a).
While firms which are 100% employee owned
and controlled may have small practical
significance, the influence of employee
ownership is steadily increasing and it raise
two important issues for developing a theory
of organizations.
Firstly, the four temporary and eight
permanent assumptionsof agency theory
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(Jensen & Meckling 1976) lose relevance.All
`agents'are also `principals',so there is little
or no separation of ownership and control.
Secondly,no worker controlled firm in an
international survey undertaken by Bernstein
(1980) had a unitary board,even if this was
the dominant form in its host culture.
According to Jensen & Meckling (1979),`We
do not have a theory thatwill tell us how
supervisory boardswill behave'.Empirical
research is required to discover if the in-
creased conflictsof interestscreated in a
unitary board with employee ownership
provides the reason why such firms do not
survive. Empirical research is also required
to investigatethe relevanceof the power,
cybernetic or other perspective in explaining
the operations offirms which are employee
owned or influenced.
3. Compound boards
The existence oftwo or more boards is not
only of interest to employee owned firms but
in understanding corporategovernancein
continental Europe where two or three boards
may be required by law.Similar laws could
be adopted by members of the European
Union, so this topic has immediate practical
interest.
Many publicly traded Asian firms are
family controlled (Tricker1994)and so are
governed by a compound board as are firms
controlled by venture capital funds and
Leveraged Buy Out (LBO) Associations.
Evidence `that LBOs are efficient organiz-
ations' is cited by Shleifer & Vishny (1996:45)
while Jensen (1993:869) states:
LBO associations and venture capital funds
provide a blueprint for managersand
boards who wish to revamp their top-
level controlsystems to make them more
efficient.LBOs and venture capitalfunds
are, of course, the pre-eminent examples of
active investors in recentUS history, and
they serve as excellent models that can be
emulated in part or in total by virtually any
corporation.The two have similar govern-
ance structures,and have been successful
in resolving the governance problems of
both slow growth or declining firms (LBO
associations)and high growth entrepre-
neurial firms (venture capital funds).
The theoreticalsignificance ofcompound
boards is currently being overlooked in an
analogous way as Multi-divisional(M) form
firms were overlooked by scholars for over
30 years until analysed by Chandler(1962:
382±83).Compound boards permit decom-
position in information processing and de-
cision making in a similar way to firms which
change from a Unitary (U) form structure to
M form.
While a number of empirical surveys docu-
ment the existence and operations of two or
more tiered boards (Analytica 1992;Chark-
ham 1994;Fukao 1995;Francis 1997),little
analyticalattention has been given to them
except by Bernstein (1980);Tricker (1980);
Hatherly (1994);Guthrie & Turnbull (1995),
Turnbull (1993a,b;1994c,d; 1995a,b,c,d,e;
1997c,e,f ) and Bancaire (1996). Jensen
(1993:863)states `The reasons for the failure
of the [unitary] board are not completely
understood'.
While Williamson (1985:302)and Pejovich
(1990:69±71) note the existence of co-determi-
nation in Germany,only Pejovich provides
some cursory analysis.He asserts that co-
determination must increase rather than
decrease the cost of funds because the
participation of labour in the control of
corporations`abrogatesthe property rights
of investors'.This is the issue taken up by
Sternberg (1996).
However, the assertion of Pejovich is
inconsistentwith the analysis by Persson,
Roland & Tabellini (1996) who pioneered the
first formal theoretical framework for analys-
ing the separation of powers in the context of
politicalinstitutions.The need for the separ-
ation of powers in corporate boards has been
noted by Tricker (1980;1994:6,45±6,75, 78,
156,247±8)and Hatherly (1994).The writer
has proven the ability oftwo tiered boards
to reduce the costof equity in two startup
enterprises.In the second venture,a `Corpo-
rate Senate'was established as a shareholder
watchdog committee as reported by Turnbull
(1993b),Monks & Minow (1995:317) and
Tricker (1996:75±6).Much more empirical
research is required into these issues.
4. Information theory
Stafford Beer (1959;1966a;1966b;1979;1981;
1985) has been a prolific writer as the founder
of management cybernetics and a proponent
of using cyberneticsin economic manage-
ment.However, Beer advised the author in
1996 that to his knowledge, information
theory had not been applied to evaluate
corporategovernanceor the operationsof
compound boards.The utilisation of infor-
mation theory in the theory of the firm arises
because transaction costs are largely,if not
entirely,made up of information.
Firms exist becauseof the cost of `dis-
covering what the relevant prices are' (Coase
1937).By economising information,costs are
economised.However, while costs are a
No worker
controlled firm had
a unitary board
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socialconstruct,information must always be
represented in some way which can be
physically detected and measured. As a
physical manifestation,all information pro-
cessing, storage, and transmission is subject to
the laws of physics.Transactions costs,and
economics in general,are not so constrained
as they are based on the socialconstructof
cost which is in turn based on the social
constructs of money and value which are not
now defined in terms of physical units.
The use of physicalunits such as bits or
bytes in the analysis of organizations provide
a way for developing a science of organiza-
tion which is based on the laws of nature. Bits
or bytes provide a way `for observing the
phenomena at a higher level of resolution' as
sought by Williamson (1990:xi).Williamson
(1991:12) later went on to say:
There is growing agreement,moreover,
with the need to engage data ofa much
more micro-analytic kind than was hither-
to thought to be necessary. Indeed, there is
reason to believe that the elusive `science of
organization'to which Chester Barnard
made reference fifty years ago (1938:290)
may take shape during the 1990s.
As the costof organizing economic trans-
actions is based on the volume of information
required,then transactions costs are econo-
mised by economising information. The need
to consider `information richness' in organiz-
ational design has already been considered
by organizationaltheoristssuch as Daft &
Lengel (1984).The capacity of communica-
tions channels needs to match the information
richness required to govern productive activ-
ities. Markets are efficient because price is not
information rich and very narrow communi-
cations channels can be used. However,
markets fail because price signals are not suf-
ficiently information rich to communicate the
qualitative aspects governing a transaction.
From a cybernetic perspective,Transaction
Cost Economics [TCE] becomes a special case
of information theory when costs are relevant.
Transactions costs are minimised when the
information required to activate orrejecta
transaction are minimised.Minimising bits
rather than costs allows many of the findings
of TCE to be extended to transactions and
institutional arrangements where cost may be
less important,such as in quality assurance
programs, non-profit organizations and social
institutions in general. In this way, the cyber-
netic approach can be used to integrate the
viewpoints of other disciplines to provide
a common framework which was noted as
missing by Radner (1992), Demb & Neubauer
(1992a).It could also provide a way to
develop a theory of compound boardsas
sought by Jensen & Meckling (1979:503).
Some thoughts towards this objectiveare
presented in Turnbull (1997c) but much more
work needs to be undertaken.
5. Networks
There is a substantial literature on the design
of organizations, but it is based on the
assumption that they are ultimately centrally
controlled.There exists the need to under-
stand decentralised organizations which are
accountableto a number of separatecon-
stituencies.For example,Galbraith (1973),
Egelhoff, (1982, 1988), Daft and Lengel,
(1984) focused on the idea that organiz-
ationalstructures develop to fit information-
processing needs.This approach needs to be
extended to entertain decentralised organiz-
ations and networks of firms.
As a network or association of firms may
itself be considered a firm (Mathews 1996b:
116),or `as organizationalwholes' (Richter
1994:24), there is a need to consider the archi-
tecture of networks in the same way theorists
have analysed the structure offirms. When
a compound board is created within a firm
it represents a network ofinformation pro-
cessing and control centres.Networks can
then existboth on a intra-firm basis and on
an inter-firm basis. Both exist togetherin
MondragoÂn and both types of networks need
investigating to understand how they may
best be used.
The ownership and control structure of
firms has been extensively analysed by such
scholars as Grossman & Hart (1982;1986),
Hart & Moore (1990),Hart (1993;1995)and
Williamson (1975;1985).But in the traditions
of US research,their work assumed organ-
isations were centrally controlled through a
unitary board. Investmentrisks of related
parties could be signifcantly modified by
ownership and control structures which
utilised compound boards to share and
manage risk. There is a need to re-visit
existing work from the network perspective
of Craven,Piercy and Shipp (1996).
6. Holonic structures
Holons represent an organizational structure
identified by Smuts (1926).They have in-
triguing characteristicswhich suggest that
they could make a contribution in under-
standing the most efficient way of governing
complex productive activities.This suggests
they deserve investigation in regards to firms,
networks of firms, communities,and the
governance of society at higher levels.
Inter-firm and
intra-firm networks
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Simon (1962) describes whatSmuts called
holons, as `sub-assemblies'or `stable inter-
mediate forms'to create `nearly decompos-
able systems, in which the interactions among
the subsystems are weak,but not negligible'.
Examples ofweak holons are divisions in a
`M-form' firm, `autonomousmanufacturing
cells' (Mathews 1996a), and firms as a
`hierarchy of teams'(Conti & Warner 1996).
MondragoÂn firms, groups and system illus-
trate a strong holonic structure or `holarchy'
(Koestler 1967).They are a strong form,
becausethe componentfirms and groups
(`sub-assemblies') can exist independently of
the whole (`hol'), i.e. `able to maintain a
separateexistance'to represent a `viable
system' (Beer 1985:1).
Williamson (1985:281) uses an `information
processing interpretation' to explain the oper-
ating advantages ofthe M type of architec-
ture. The same advantagesarise in holons
because `the reduction in data transmission,
and in data complexity, achieved by the
holonic architecture, is prodigious,' (Mathews
1996a:30).Both this insight and that of
Williamson (1975:21)concerning the `neuro-
logical limits' of individuals provide a basis
for understanding how compound boards,
networks of firms or organizations, and
alliances,can provide operating advantages.
There are many examples in computer pro-
gramming where the efficient management of
complexity is achieved through holonic archi-
tecture as cited by Mathews (1996a)and
described as `ultra-structure'by Long &
Denning (1995). Williamson (1985: 383) noted
that `the problem of organization is precisely
one of decomposing the entire enterprise in
efficient information processing aspects'.
Holonic architecture provides a way to intro-
duce efficient decomposition to allow ordin-
ary people to achieve extraordinary results.
Coase (1937) noted that firms exist because
marketsfail to efficiently communicate in-
formation. Ashby (1960) pointed out that,
`pricesrepresentsecond orderinformation'
dependent on first order qualitative descrip-
tion of what is being transacted.Prices may
also represent inefficient communications
because they may lack credibility as analysed
by Akerlof (1970).These considerations ex-
plain the advantagesof using non-market
methods for governing transactions as identi-
fied by Hollingsworth & Lindberg (1985). The
introduction of holonic organizationsmay
provide a way to increase the efficiency of
governing productive activities by reducing
transaction costs and costs arising from
`bounded rationality'.Inceasing the infor-
mational efficiency of organizationswould
reduce the role and so need for markets.
7. Self-regulation and self-governance
The theory and practice of self-regulation
and self-governancehas been used since
governors were used in the 19th century to
control the speed of steam engines. However,
little of this knowledge appears to have been
researched,let alone applied to socialinsti-
tutions or to the role of government. The Vice
President of the US suggested that the reason
for this gap in the application of knowledge
of the `information age'is that only nine of
the 535 members of Congress have any
professionaleducation in technology (Gore
1996).Another reason could be that social
scientistsare not sufficiently familiar with
the theory and practice ofself-regulation to
understand why it cannot work with the
dominant form of institutionsin advanced
economies.This dominantform is based on
centralised information and controlwithout
checks and balances.
Ignorancein the theory and practice of
self-regulation is so widespread among
socialcommentators and scientists thatthey
assertthat it cannotwork for institutions in
a market economy.Ironically, many of the
same people supporta market system be-
cause they believe thatit is self-regulating.
Design guidelines for establishing a `self-
managing self-correcting powerstructure',
without markets,for Aboriginal firms are
suggested by Turnbull (1978a:100).
The need for government bureaucracies to
intercede as corporate regulators arises be-
cause those adversely affected by a firm may
not have the information,power and will to
correct the problem. Stakeholder participation
in governance provides a way of reducing
this deficiency. If the interests of the
participating stakeholders are not sufficiently
wide to reflect the concerns of the host
society,some governmentinterventions will
still be required.However, stakeholder parti-
cipation may also be required in government
bureaucracies to allow policies to be mediated
to suit local conditions and performance
standards established and evaluated by those
affected (Turnbull 1994d,1995b).
There are arguments and evidence to
suggestthat self-regulation and self-govern-
ance provide operating advantages for social
institutions generally and competitive advan-
tages for firms (Turnbull1997c,e).This is a
topic which requires much more investigation
and research.
Concluding remarks
Sociologists have identified four distinc-
tive institutional processesfor governing
SCHOLARLY RESEARCH AND THEORY PAPERS 199
# Blackwell Publishers Ltd 1997 Volume 5 Number 4 October 1997

productive activities. Economic theories of the
firm based on only markets and hierarchy
provide a limited basis for understanding
corporate governance.However,by re-inter-
preting theories ofthe firm, based on mini-
mising transaction information ratherthan
transaction costs,many insights developed
by economists can be applied to governance
process,even when costs may have little
relevance.
The use of information,which must have
a physical manifestation,has the advantage
of providing a common unitof analysis to:
(i) integrate the various disciplines involved
with corporate governance;(ii) ground cor-
porate governance in the knowledge of pure
and applied sciences; and (iii) allow the
mathematical rigour of information theory to
provide a basis for establishing a science of
organization.Corporate governancemight
then develop as a part of a more general
theory of social construction.This should
offer practical benefits for improving the
design of socialinstitutions in the private or
public sector, be they for profit or for welfare.
To this end,corporate governance scholars
would need to accept the possibility of people
behaving both as opportunistic self-serving
agents and selfless stewards.No one theory
or model of society is likely to be sufficient
for understanding,evaluating or designing
governance structures. There are many pieces
to the puzzle which this paper has tried to
encompass.If there is a lesson to consider,it
is that reliance on just one perspectiveis
unlikely to be rewarding in practicalterms
for improving corporate governance systems.
An interdisciplinary holistic approach is
required.
The complexity ofthe universe is created
through holonic structures which create the
means for living things to manage com-
plexity. The survival of civilisation may be
dependent upon society adopting the govern-
ance systems of nature. The ability of holonic
structures to introduce a prodigious reduc-
tion in information processing indicates that
they could presenta way to govern society
with far less reliance on the second order
information communicated by markets.
Prices are dependent on first order informa-
tion which describes the qualitative aspects of
the goods and services being exchanged.
Markets are also dependent upon knowledge
of the terms and conditions of the exchange
and the trustworthinessof the parties in-
volved in the exchange.Might it be that
marketsexist because organizationsfail to
utilise holonic structures?This would re-
verses Coase's (1937) view that organizations
exist because markets fail.
Information theory offers the prospectof
establishing design criteriaand limits for
improving governance systemsat both the
micro and macro level of society.It provides
a basis to design guide-lines for improving
regulation, self-regulation and governance
in either the private or public sector.This
offers the prospect of identifying opportuni-
ties for partially privatising state regulation
to reduce the size,scope,burden and cost of
government to improve the quality of democ-
racy. It also provides design criteria for
developing self-governing socialinstitutions
and systems as indicated by Turnbull
(1978a:100;1997c).In this way the study of
corporate governance could provide a basis
for building a self-governing sustainable
global society that `naturecan live with'
(Marston 1992).
References
AIMA 1995, CorporateGovernance,Australian In-
vestment Managers' Association,Sydney.
Akerlof, G.A. 1970,`The Market for "Lemons":
Qualitative Uncertainty and the MarketMech-
anism', Quarterly Journalof Economics,vol. 84,
pp. 488±500.
Alchian, A. and Demsetz H. 1972,`Production,
Information Costs, and Economic Organization'.
American Economic Review,vol. 62,pp. 777±95.
American Law Institute, 1992, Principles of corporate
governance:Analysis and recommendations:pro-
posed finaldraft(March 31,1992),The Institute,
Philadelphia,PA.
Analytica 1992, Board Directors and Corporate
Governance:Trends in the G7 Countries Over the
Next Ten Years,Oxford Analytica Ltd.,England.
Aoki, M. 1993,Japanese Capitalism:Past,Present
and Future,paper presented to Columbia Uni-
versity Law School's centre for law and econom-
ic studies'conference on relationship investing:
possibilities,patterns and problems,New York
Hilton, May 6±7.
Ashby, W.R. 1960, Design for the Brain: The origin o
adaptivebehaviour,2nd edn, Chapman & Hall,
London.
Ashby, W.R. 1968,An Introduction to Cybernetics,
University Paperback,London.
Bancaire 1996,`Two-tier Structure and Corporate
Governance',CorporateGovernance,A Special
Report by Compagnie Bancaire, pp. 14±16,
January,France.
Barnard,C.J. 1938,The Functions ofthe Executive,
Harvard University Press,Cambridge,MA.
Barney,J.B. and Ouchi, W.G., eds, 1986,Organ-
izational Economics:Toward a New Paradigm
for Understandingand StudyingOrganizations,
Jossey±Bass,San Francisco.
Beer,S. 1959,Cybernetics and Management,English
University Press,London.
Beer,S. 1966a,Decision and Control:The meaning of
operationalresearch and managementcybernetics,
John Wiley & Sons,Chichester,England.
Self-serving agents
and selfless
stewards
CORPORATE GOVERNANCE200
Volume 5 Number 4 October 1997 # Blackwell Publishers Ltd 1997

Beer, S. 1966b,`The aborting corporate plan:a
cyberneticaccount of the interface between
planning and action',in Perspectives in Planning,
ed.Jatsch,E., OECD, Paris,pp. 397±422.
Beer, S. 1979,The Heart of the Enterprise:The
managerialcybernetics oforganization,John Wiley
& Sons,Chichester,England.
Beer, S. 1981, Brain of the Firm, 2nd. edn, John Wiley
& Sons,Chichester,England.
Beer, S. 1985, Diagnosingthe System for Or-
ganizations,John Wiley & Sons, Chichester,
England.
Ben-Porath,Y. 1978,The F-Connection:Families,
friends,and firms and the organization ofexchange,
Report No. 29/78, The Hebrew University of
Jerusalem,(Reprinted in Population and Develop-
ment Review,March,vol. 6, no. 1, 1980.
Berger,P.L. 1976,Pyramidsof Sacrifice,Pelican,
London.
Berle,Jr., A.A. and Means,G.C. 1932,The Modern
Corporation andPrivate Property,Macmillan,
New York.
Bernstein,P. 1980,WorkplaceDemocratization:Its
Internal Dynamics,Transaction Books, New
Brunswick,New Jersey.
Bhide, A. 1994,`DeficientGovernance',Harvard
Business Review, November±December, pp. 129±39.
Black, B. 1990, `Shareholder Passivity Reexamined',
Michigan Law Review,vol. 89,pp. 522±66.
Black, B. and Coffee, J.C. 1993,Hail Britannia?:
InstitutionalInvestor Behaviour Under Limited
Regulation,paper presented to Columbia Uni-
versity Law School's Centre for Law and
Economic Studies'Conference on Relationship
Investing:possibilities,patterns and problems,
New York Hilton,May 6±7.
Blair, M.M. 1995, Ownershipand Control, The
Brookings Institution,Washington,D.C.
Blair, Tony 1996, `Blair raises the stakes',The
Economist,January 13th,p. 57.
Blasi, J.R. 1988,EmployeeOwnership,Ballinger,
Cambridge,MA.
Blasi, J.R. and Gasaway, J. 1993, Corporate Govern-
ance and Employee Ownership: Comparing The
United States and Russia,paper presented to
Fifth Annual Conference ofthe Society for the
Advancementof Socio-Economics,March 28th,
New School for Social Research,New York,
Institute for Management and Labour Relations,
Rutgers University,.
Bolton,P. and Scharfstein,D. 1996,`Optimal Debt
Structure and the Number of Creditors',Journal
of Political Economy,vol. 104,pp. 1±25.
Bosch, H. 1995, Corporate Practices and Conduct, 3rd
edn,FT Pitman,Melbourne.
Bradley, K. and Gelb, A. 1983,Cooperation at
Work: The MondragoÂn Experience,Heinemann,
London.
Brewer, J. 1996,`Editorial',CorporateGovernance
Quarterly,Hong Kong Institute of Company
Secretaries,vol. 2, no. 1, March,p. 1.
Bruyn, S.T. 1991, A Future for the American Economy:
The social market, Stanford University Press, Palo
Alto, CA.
Cadbury, Sir A. 1992, Report of the Committee on The
FinancialAspectsof CorporateGovernance,The
Committee and Gee,London.
CBI, 1990,A Nation ofShareholders,Reportof the
CBI Wider Share Ownership Task Force,Con-
federation of British Industry,London.
Chandler,A.D. 1962,Strategy and Structure:Chap-
ters in the history ofthe industrialenterprise,MIT
Press,Cambridge,MA.
Charkham,J. 1994,Keeping Good Company:A study
of corporate governance in five countries, Clarendon
Press,Oxford.
Clarkson, M.B.E., 1994, A Risk Based Model of Stake-
holderTheory,The Centre for Corporate Social
Performance & Ethics,University of Toronto.
Coase, R.H. 1937, `The Nature of the Firm.'
Economica,vol. 4, pp. 386±405.
Coase,R.H. 1991a,`Contracts and the activities of
firms', Journal of Law and Economics,vol. 34,
October,pp. 451±2.
Coase, R.H. 1991b,`The Nature of the Firm:
Meaning', in The Natureof the Firm: Origins,
Evolution and Development,Williamson O.E.and
Winter,S.G.eds., Oxford University Press,New
York.
Coffee,J.C. 1991,`Liquidity versus Control:The
Institutional Investor as Corporate Monitor',
ColumbiaLaw Review,vol. 91, no. 6, October,
pp. 1278±367.
Conti, R.F. and Warner, M. 1996,`Technology,
Teams and Theories of the Firm', Human Systems
Management, IOS Press, Netherlands, vol. 15, pp.
101±12.
Craven,D.W., Piercy,N.F. and Shipp,S.H. 1996,
`New organizationalforms for competing in
highly dynamic environments:The network
paradigm',British Journalof Management,vol. 7,
pp. 203±18.
Daft R.L. and Lengel, R.H. 1984,`Information
richness:a new approach to managerial be-
haviour and organization design',Research in
Organizational Behaviour,vol. 6, pp. 191±233.
Demb,A. and Neubauer,F.F. 1992a,`The Corpo-
rate Board: Confronting the Paradoxes',Long
Range Planning,vol. 25,no. 3, pp. 9±20.
Demb,A. and Neubauer,F.F. 1992b,The Corporate
Board:Confronting the Paradoxes,Oxford Univer-
sity Press,Oxford.
Demsetz, H. 1991, `The Theory of the Firm
Revisited',in The Natureof the Firm: Origins,
Evolution and Development,eds Williamson O.E.
and Winter,S.G.,Oxford University Press,New
York.
Denham, R. and Porter, M.E. 1995, Lifting All Boats,
Report of the CapitalAllocation Subcouncilto
the CompetitivenessPolicy Council, Robert
Denham and Michael Porter, Co-Chairmen,
Competitive Policy Council,Washington,D.C.
Donaldson,L. 1990,`The Ethereal Hand:Organiz-
ational Economicsand ManagementTheory',
Academy ofManagementReview,vol. 15, no. 3,
pp. 369±81.
Donaldson,L. and Davis, J.H. 1994,`Boards and
Company Performance± Research challenges
the Conventional Wisdom', Corporate Governance:
An International Review,vol. 2, no. 3, pp. 151±60.
Donaldson T.and Preston L.E.1995,`The stake-
holder theory of the corporation: concepts,
evidence,and implications',Academy of Manage-
ment Review,vol. 20,no. 1, pp. 65±91.
SCHOLARLY RESEARCH AND THEORY PAPERS 201
# Blackwell Publishers Ltd 1997 Volume 5 Number 4 October 1997

Downs, A. 1967, Inside Bureaucracy, Little Brown &
Co., Boston.
Drucker, P. 1976, The Unseen Revolution:How
Pension Fund Socialism Came to America,Harper
& Row, New York.
Economist,1995,September 9th,Listed companies
by country,(table),p. 116.
Egelhoff, W.G. 1982,`Strategy and structure in
multinational corporations:an informational
processing approach', AdministrativeScience
Quarterly,vol. 27,pp. 435±58.
Etzioni, A. 1965, `Organizational control structure',
in Handbookof Organizations,ed. March, J.G.,
Rand-McNally,Chicago,pp. 650±77.
Fama,E. and Jensen,M. 1983a,`Agency Problems
and ResidualClaims', Journalof Law and Econ-
omics,vol. 26,pp. 327±49.
Fama, E. and Jensen, M. 1983b,`Separation of
Ownership and Control', Journal of Law and
Economics,vol. 26,pp. 301±26.
FIBV 1993,FeÂdeÂration Internationale des Bourses
de Valeurs,Annual Report,Paris,France.
Francis,I. 1997,Future Direction:The Power ofthe
Competitive Board,Australian Institute ofCom-
pany Directors & FT Pitman,Melbourne.
Franks,J. and Mayer,C. 1993,Corporate Control:
A Synthesis of the International Evidence, paper
presented to Columbia University Law School's
Centre for Law and Economic Studies' Con-
ference on Relationship Investing:possibilities,
patterns and problems, New York Hilton,
May 6±7.
Freeman,R.E., 1984,Strategic Management:a Stake-
holder Approach,Pitman,Boston.
Friedman,L.M. 1973,A History of American Law,
Simon & Schuster,New York.
Fukao, M. 1995,FinancialIntegration,Corporate
Governance,and the Performance ofMultinational
Companies,The Brookings Institution,Washing-
ton,D.C.
Galbraith, J.R. 1973, Designing complex organizations,
Addison-Wesley,Reading,Mass.
Garrett, B. 1996, The Fish Rots from the Head, Harper
Collins,London.
Gertner,R. and Scharfstein,D. 1991,`A Theory of
Workouts and the Effects of Reorganization
Law', Journal of Finance,vol. 46,pp. 1189±222.
Ghoshal, S. and Moran, P. 1996, `Bad for practice: A
critique of the transaction cost theory',Academy
of Management Review,vol. 21,no. 1, pp. 13±47.
Gilson, R.J. 1994, `CorporateGovernanceand
Economic Efficiency', in Aspects of Corporate
Governance,eds Isaksson, M. and Skog, R.,
JuristofoÈrlaget,Stockholm,pp. 131±41.
Gilson R.J. and Roe, M.J. 1993, `Understanding the
Japanese Keiretsu:Overlaps between corporate
governanceand industrial organization',The
Yale Law Journal,vol. 102,pp. 871±906.
GoÈnencË,R. 1994,`Comparing NationalCorporate
GovernanceSystems',in Aspects of Corporate
Governance,eds Isaksson, M. and Skog, R.,
JuristfoÈrlaget,Stockholm,pp. 127±29.
Gordon,J. 1993,What is relationalinvesting and
how cumulative voting can play a role,paper
presented to Columbia University Law School's
Centre for Law and Economic Studies'Confer-
ence on Relationship Investing: possibilities,
patterns and problems, New York Hilton,
May 6±7.
Gordon, L.A. and Pound J. 1991,Governance
Matters:An Empirical Study of the Relation-
ship Between Corporate Governance and Cor-
porate Performance,John F. Kennedy School
of Government, Harvard University, June,
mimeo.
Gore, A. 1996,The Technology Challenge:What
is the Role of Sciencein American Society?,
prepared remarksdelivered to American As-
sociation for the Advancement of Science,
February 12, Baltimore, Office of the Vice
President,Washington,D.C.
Grossman,R.L. and Adams,F.T. 1993,Taking Care
of Business: Citizenship and the Charter of Incorpo
ation,Charter Ink,Cambridge,MA.
Grossman, S. and Hart, O. 1982, `Corporate
financial structure and managerialincentives',
in The Economics ofInformation and Uncertainty,
ed. McCall, J.J., University of Chicago Press,
Chicago,pp. 123±55.
Grossman,S. and Hart, O. 1986,`The Costs and
Benefits of Ownership: A Theory of Vertical and
LateralIntegration',Journalof PoliticalEconomy,
vol. 94,pp. 691±719.
Gundfest, J. 1990,`Subordination ofAmerican
Capital', Journalof FinancialEconomics,vol. 27,
pp. 89±114.
Gundfest,J. 1993,`Just Vote No: A Minimalist
Strategy for Dealing with Barbarians Inside the
Gates',Stanford Law Review,vol. 45,pp 857±973.
Guthrie, J. and Turnbull, S. 1995,`Audit Com-
mittees:Is There a Role for Corporate Senates
and/or Stakeholders Councils?' Corporate
Governance:An International Review,vol. 3, no. 2,
April, pp. 78±89.
Hart, O. 1993,`Theories ofoptimal capitalstruc-
ture: A managerialdiscretion perspective',The
Deal Decade: What Takeovers and leveraged buyo
mean for corporategovernance,ed. Blair, M.,
Brookings Institution,Washington,D.C.
Hart, O. 1995, Firms, Contracts,and Financial
Structure,Oxford University Press,Cambridge.
Hart, O. and Moore,J. 1990,`Property Rights and
the Nature of the Firm', Journal of Political
Economy,vol. 98,pp. 1119±58.
Hatherly,D.J. 1994,`The case for the shareholder
panel in the U.K.' The European Accounting
Review,vol. 4, no. 3, pp. 535±53.
Hawley, J.P. and Williams A.T. 1996,Corporate
Governance in the United States:The Rise of
Fiduciary Capitalism, Working Paper, Saint
Mary's College of California, School of Econ-
omics and Business Administration.
Hill, C.W.L. and Jones,T.M. 1992,`Stakeholder±
Agency Theory',Journalof ManagementStudies,
vol. 29,no. 2, pp. 131±54.
Hilmer, F.G. 1993,Strictly Boardroom,Information
Australia,Melbourne.
Hollingsworth,J.R. and Boyer,R., eds.1997,Con-
temporary Capitalism:The embeddednessof insti-
tutions,Cambridge University Press,England.
Hollingsworth,J.R. and Lindberg,L.N. 1985,`The
governance of the American economy:the role
of markets,clans, hierarchies,and associative
behaviour',in Private interest government:Beyond
CORPORATE GOVERNANCE202
Volume 5 Number 4 October 1997 # Blackwell Publishers Ltd 1997

market and state,eds Streeck,W. and Schmitter,
P.C., Sage,London,pp. 221±67.
Hollingsworth, J.R., Schmitter, P.C. and Streeck, W.
1994,`Capitalism,Sectors,Institutions,and Per-
formance', in Governing CapitalistEconomies,
eds Hollingsworth, J.R., Schmitter,P.C. and
Streeck, W., Oxford University Press, New York,
pp. 3±16.
Isaksson,M. and Skog, R., eds, 1994,Aspectsof
CorporateGovernance,Corporate Governance
Forum,JuristfoÈrlaget,Stockholm.
Jensen,M.C. 1993,`The modern industrial revolu-
tion, exit, and the failure of internal control
systems',The Journalof Finance,vol. 48, no. 3,
July, pp. 831±80.
Jensen,M.C. and Meckling,W.H. 1976,`Theory of
the Firm:ManagerialBehaviour,Agency Costs
and Ownership Structure',Journalof Financial
Economics,vol. 3, pp. 305±60.
Jensen, M.C. and Meckling, W.H. 1979, `Rights and
Production Functions:An Application to Labor-
Managed Firms and Codetermination', Journal of
Business,vol. 52,no. 4, pp. 469±506.
Jones, D.C. and Kato, T. 1993,`Employee Stock
Ownership Plans and Productivity in Japanese
Manufacturing Firms', British Journal of Industrial
Relations,vol. 31,no. 3, Sept.,pp. 331±46.
Kelso, L.O. and Adler, M.J. 1958,The Capitalist
Manifesto,Random House,New York.
Kelso, L.O. and Hetter, 1967, Two-Factor Theory: The
economics of reality,Vintage Books,New York.
Kelso, L.O. and Hetter, 1986, Democracyand
economicpower:Extending theESOP revolution,
Ballinger & Co.Cambridge,MA.
Kester,W.C. 1991,`Japanese Corporate Govern-
ance and the Conservation of Value in Financial
Distress',Journal of AppliedCorporateFinance,
vol. 4, no. 2, pp. 98±104.
Kester,W.C. 1992,`IndustrialGroups as System
of ContractualGovernance',Oxford Review of
Economics Policy,vol. 8, no. 3.
Koestler, C.O. 1967,The Ghost in the Machine,
Hutchinson,London.
Leibenstein, H. 1987, Inside the Firm: the inefficiencies
of hierarchy,Harvard University Press, Cam-
bridge.
Long, J.G. and Denning, D.E. 1995, `Ultrastructure:
A design theory for complex systems and
processes',Communications ofthe ACM, Associ-
ation for Computing Machinery,vol. 38,no. 1,
January,pp. 103±20.
Marston, A. ed. 1992, The Other Economy: Economics
nature can live with,LBD Publishers,Auckland.
Maruyama, M. 1991, `Contractsin Cultures',
Human Systems Management,IOS Press,Nether-
lands,vol. 10,pp. 33±46.
Mathews,J. 1996a,`Holonic organizationalarchi-
tectures', Human Systems Management, IOS Press,
Netherlands,vol. 15,pp. 24±54.
Mathews,J. 1996b,`Organizational foundations of
economic learning', Human Systems Management,
IOS Press,Netherlands,vol. 15,pp. 113±24.
Miller, A.S. 1968,The Supreme Court and American
Capitalism,Free Press,New York.
Monks, R.A.G. 1994, `Relationship Investing',
CorporateGovernance:An InternationalReview,
vol. 2, no. 2, pp. 58±76.
Monks, R.A.G. 1996, The American Corporation at
the End of the 20th Century:Outline of Owner-
ship Based Governance, Arthur Andersen Lecture,
The Judge Institute,July 8, Cambridge (http://
www.Lens-inc-com).
Monks, R.A.G. and Minow, N. 1991,Powerand
Accountability,Harper Business,New York.
Monks, R.A.G. and Minow, N. 1995,Corporate
Governance,Blackwell,Cambridge,MA.
Monks, R.A.G. and Minow, N. 1996,Watching the
Watchers,Blackwell,Cambridge,MA.
Morrison,R. 1991,We Build the Road as We Travel,
New Society Press,Philadelphia.
Moulton, H.G. 1935,The Formation ofCapital,The
Institute of Economics, Brookings Institute,
Publication no.59,Washington,D.C.
Nader, R., Green, M. and Seligman, J. 1976,
Corporate Power in America,Norton,New York.
North, D.C. 1985,`Transaction Costs in History',
Journal of European EconomicHistory, vol. 4,
pp. 557±72.
Pejovich,S. 1990,The economics ofproperty rights:
towards a theory ofcomparative systems,Kluwer,
Netherlands.
Persson,T., Roland, G. and Tabellini, G. 1996,
Separation of Powers and Accountability:Towards a
FormalApproachto ComparativePolitics,Inno-
cenzo Gasparini Institute for Economic Re-
search (IGIER),Working Paper,No. 100,July,
Milano.
Pfeffer,J. 1972,`Size and composition of corporate
boards of directors:the organization and its
environment',AdministrativeScienceQuarterly,
vol. 17,pp. 218±28.
Pfeffer, J. and Leong, A. 1977, `Resource Allocation
in United Funds: An Examination of Power and
Dependence',Social Forces,vol. 55,pp. 775±90.
Pfeffer, J. and Salancik,G.R. 1978,The External
Controlof Organizations:A ResourceDependence
Perspective,Harper & Row,New York.
Porta, R.L, Lopez-de-Silanes,F., Shleifer,A. and
Vishny, R.W. 1997,Trust in Large Organizations,
National Bureau of Economic Research Working
Paper No.5864,Cambridge,MA.
Porter, M.E. 1992, Capital Choices: Changing The Way
America Invests in Industry,A Research Report
Presented to The Councilon Competitiveness
and Co-sponsored by The Harvard Business
School,Boston.
Pound,J. 1992,`Beyond Takeovers:Politics comes
to Corporate Control',Harvard Business Review,
March-April,pp. 83±93.
Pound, J. 1993a, Creating Relationship Institutional
Investors and Corporations: A Proposal to
Restore Balance in the American Corporate
Governance Process,paper presented to Col-
umbia University Law School's Centre for Law
and Economic Studies'Conference on Relation-
ship Investing:possibilities,patterns and prob-
lems,New York Hilton,May 6±7.
Pound, J. 1993b, `The Rise of the Political Model of
Corporate Governance and Corporate Control',
New York University Law Review,vol. 68,no. 5,
November,pp. 1003±71.
Preston, L.E. 1996,Redefining the Corporation:
Stakeholder Theory in International Perspective,
Centre for International Business Education and
SCHOLARLY RESEARCH AND THEORY PAPERS 203
# Blackwell Publishers Ltd 1997 Volume 5 Number 4 October 1997

Research, Occasional Paper #78, July, University
of Maryland at College Park,
Radner, R. 1992,`Hierarchy:The economicsof
managing', Journal of Economic Literature, vol. 30,
September,pp. 1282±415.
Regan, E.V. 1993,`The Will to Act: Report of
the Subcouncilon corporate governanceand
financialmarkets to the Competitiveness Policy
Council', Competitiveness Policy Council, Wash-
ington,D.C.
Ritcher, F-J. 1994,`The emergence ofcorporate
alliance networks ± Conversion to self-organiz-
ation', Human SystemsManagement,IOS Press,
Netherlands,vol. 13,pp.16±19.
Roe, M. 1993, `Some Difference in Corporate
Structure in Germany,Japan, and the United
States',The Yale Law Journal,vol. 102,pp. 1927±
2003.
Roe, M. 1994,Strong Managers Weak Owners:The
Political Roots of American CorporateFinance,
University Press,Princeton,NJ.
Ross, S. 1973,`The Economic Theory ofAgency:
The Principal's Problem', American Economic
Review,vol. 63,pp. 134±9.
Shannon,C.E. 1949,`Communicationstheory of
secrecy systems',Bell System TechnicalJournal,
vol. 28,pp. 656±715.
Shleifer, A. and Vishny, R.W. 1996, A Survey of Cor-
porate Governance,NationalBureau ofEconomic
Research, Working Paper 5554, Cambridge, MA.
Simon, H. 1961, Administrative Behaviour, 2nd. edn,
Macmillan,New York.
Simon,H. 1962,`The architecture ofcomplexity,'
Proceedings ofthe American PhilosophicalSociety,
vol. 106,December,pp. 467±82.
Smith, A. 1937 (1776), An Inquiry into the Nature and
Causes ofthe Wealth ofNations,Cannan Edition,
New York.
Smuts, J.Ch 1926, Holism and Evolution, Macmillan,
London & New York.
Sternberg,E. 1996,`Stakeholder Theory Exposed',
CorporateGovernanceQuarterly, Hong Kong
Institute ofCompany Secretaries,vol. 2, no. 1,
March,pp. 4±18.
Streeck, W. and Schmitter, P.C., 1985, `Community,
market, state ± and associations? The prospective
contribution of interest governanceto social
order', in Private InterestGovernment:Beyond
Market and State,eds Streeck,W. and Schmitter,
P.C., Sage,London,pp 1±29.
Tannenbaum,A.S. 1962,Controlin Organizations,
McGraw-Hill, New York.
Tricker,R.I., 1980,Two Tier Boards,The Corporate
Policy Group,Nuffield College,Oxford.
Tricker, R.I. 1994,InternationalCorporateGovern-
ance,Simon & Schuster,Singapore.
Tricker, R.I. 1996,PocketDirector,The Economist
Books,London.
Tseo,G. 1996,`Employee stock ownership firms,
producer cooperatives and the forgotten model
of MondragoÂn', Journal of CooperativeStudies,
Society of Cooperative Studies, Manchester,
vol. 29,no. 1 (No.86),May, pp. 65±92.
Turnbull, S. 1973,`Time Limited Corporations',
ABACUS: A Journal of Businessand Accounting
Studies,Sydney University Press, Australia,
vol. 9, no. 1, June,pp. 28±43.
Turnbull,C.S.S.1975a,Democratising The Wealth of
Nations,The Company Directors'Association,
Sydney.
Turnbull, S. 1975b,`Wider Aspects of Company
Direction', CharteredDirectors' Course, The
Company Directors' Association of Australia
Limited,Study Guide No.19,Sydney.
Turnbull, S. 1978a,Economic Development ofAbori-
ginal Communities in the Northern Territory: Seco
Report, Self-sufficiency (with land rights), June 197
Parliamentary Paper No.438/1978,The Parlia-
ment of the Commonwealth of Australia,
Canberra.
Turnbull, S. 1978b,Impactof Mining Royaltieson
AboriginalCommunities in the Northern Territory:
First Report,October 1977,Parliamentary Paper
No. 135/1978,The Parliament of the Common-
wealth of Australia,Canberra.
Turnbull, S. 1988 `AnotherAmerica', Mainstreet
Capitalism:Essays on Broadening Share Ownership
in America and Britain,ed. Speiser,S.M., New
Horizons Press,New York, pp. 107±122.
Turnbull, S. 1991a,`Reinventing Corporations',
Human Systems Management,IOS Press,vol. 10,
no. 3, pp. 169±86.
Turnbull, S. 1991b `Socialising Capitalism',Equit-
ableCapitalism:Promoting Economic Opportunity
Through BroaderCapitalOwnership,ed. Speiser,
S.M., New Horizons Press, New York, pp 97±113.
Turnbull, S. 1993a,`Flaws and Remedies in Cor-
poratisation and Privatisation',Human Systems
Management, IOS Press, vol. 12, no. 3, pp. 227±5
Turnbull, S. 1993b, `Improving Corporate Structure
and Ethics: A Case for Corporate ``Senates'' ',
Director's Monthly, National Association of
Company Directors, Washington,D.C., May,
vol. 17,no. 5, pp. 1±4.
Turnbull, S. 1994a, Beyond Markets & Hierarchies:
Extending the theory ofthe firm, paper pre-
sented to the Twenty-third Conference of
Economists,Gold Coast International Hotel,
September 28,Queensland.
Turnbull, S. 1994b, `Building a Stakeholder Democ-
racy', in Ambitions for our Future:Australian
Views,EconomicPlanning Advisory Commis-
sion, Australian Government Publishing Service,
Canberra,October,pp. 83±90,October.
Turnbull, S. 1994c,`Competitiveness and Corpo-
rate Governance', Corporate Governance: An Inter
national Review,vol. 2, no. 2, April, pp. 90±6.
Turnbull, S. 1994d,`Stakeholder Democracy:Re-
designing the Governance of Firms and Bureau-
cracies',Journal of Socio-Economics,vol. 23,no. 3,
Fall, pp. 321±60.
Turnbull, S. 1995a, `Best Practice in the Governance
of GBEs', The Australian Public Sector: Pathways to
Changein the 1990s',ed. J. Guthrie, IIR Pty.
Limited,Sydney,pp. 99±109.
Turnbull, S. 1995b,`Corporate Governance',Har-
vard Business Review,May±June,pp. 169±70.
Turnbull, S. 1995c,`Corporate Governance:What
is World Best Practice', Australian Company
Secretary, Chartered Institute of Company Secre-
taries in Australia Limited,Sydney,December,
pp 485±91.
Turnbull, S. 1995d,`Innovationsin Corporate
Governance: The MondragoÂn Experience',
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CorporateGovernance:An InternationalReview,
vol. 3, no. 3, July, pp. 167±80.
Turnbull, S. 1995e,`The Need for Stakeholder
Councils in Social Audits', Social& Environ-
mentalAccounting,The Centre for Social and
EnvironmentalAccounting Research,Univer-
sity of Dundee, vol. 15, no. 2, September,
pp. 10±13.
Turnbull, S. 1995f,What is World Best Practice
in corporate governance?,paper presented to
Corporate Governance Conference,March 6th,
The Boulevard Hotel,Sydney.
Turnbull S. 1997a,`Employee Ownership:Oppor-
tunities and threats', Reward Management
Bulletin,FT Law & Tax Asia Pacific, Sydney,
vol. 1, no. 3, pp. 51±2.
Turnbull S. 1997b,Evolution of business and the
corporate structure, in Corporate Directors'
DiplomaCourse,University of New England,
Armidale,Australia,Study Guide 1.1 (revised).
Turnbull S. 1997c,Making Self-regulation Work,
paper presented to Finance and International
Competitiveness Seminar Series, School of Econ-
omics and Finance,Queensland University of
Technology,March 6,Brisbane.
Turnbull S. 1997d, `Should companies have
external directors?', Board Report,Corporate
Directors' Association,Sydney, vol. 2, no. 4,
May, p. 5.
Turnbull S. 1997e `StakeholderCooperation',
Journal of CooperativeStudies,Society for Co-
operativeStudies,Manchester,vol. 29, no. 3
(No. 88),January,pp 18±52.
Turnbull, S. 1997f,`StakeholderGovernance:a
cyberneticand property rights analysis',Cor-
porate Governance:An International Review, vol.5,
no. 1, January,pp. 11±23.
Turnbull S. 1998,(forthcoming)`Should Owner-
ship Last Forever?',Journalof Socio-Economics,
vol. 27,no. 3.
Wearing A.J. 1973,Economic Growth:Magnificent
Obsession,paper presented to 44th Australian
and New Zealand Association for the Advance-
ment of Science Congress, August, Perth,
Australia.
Whyte,W.F. and Whyte,K.K. 1988,Making Mon-
dragoÂn: The Growth and Dynamics ofthe Worker
Cooperative Complex,ILR Press,Ithaca,N.Y.
Williamson, O.E. 1975,Marketsand Hierarchies:
Analysisand Anti-trustImplications,Free Press,
New York.
Williamson,O.E. 1979,`Transaction costeconom-
ics: The governance oftransactionalrelations',
Journal of Law and Economics, vol. 22, pp. 233±61.
(Reprinted in Barney and Ouchi 1986.)
Williamson,O.E. 1985,The Economic Institutions of
Capitalism,Free Press,New York.
Williamson, O.E. 1990, Industrial Organisation,
Gower House,London.
Williamson, O.E. 1991,The Nature of the Firm,
Origins,Evolution & Development,Oxford Uni-
versity Press,NY.
Wymeersch,E. 1994,`Elementsof Comparative
Corporate Governance in Western Europe',in
Aspects of Corporate Governance,eds Isaksson,M.
and Skog,R., JuristofoÈrlaget,Stockholm.
Shann Turnbull began work as an elec-
tronics engineerbefore becoming a cor-
porate raider, company promoter,chief
executive and chairman of publicly traded
corporations in Australia. In 1975 he
pioneered the study ofcomparative cor-
porate governance as a foundation author
of the Company Directors' Diploma Course
presented throughout Australia and inter-
nationally.
M.A.I. Services Pty.Limited, P.O. Box
266,Woollahra,Sydney,N.S.W. Australia,
2025 Ph:[phone];Fax: [phone]-
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SCHOLARLY RESEARCH AND THEORY PAPERS 205
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