Shareholder activism in Indonesia: revisiting shareholder rights implementation and future challenges

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Ulya Yasmine Prisandani
Keyword(s):  
Corporate Governance ◽  
Shareholder Activism ◽  
Legal Framework ◽  
Corporate Law ◽  
Minority Shareholders ◽  
Empirical Observation ◽  
Content Type ◽  
Shareholder Protection ◽  
Future Challenges ◽  
Laws And Regulations

Purpose This paper aims to elaborate on the extent to which the Indonesian legal framework has provided room for shareholder activism and the extent to which shareholder activism has been implemented in Indonesia. Design/methodology/approach This study combines normative and empirical legal research methods. Indonesian laws and regulations are analyzed aside from the analysis of empirical data and court decisions on shareholder activism implementation. Findings Indonesian laws and regulations have accommodated shareholders’ activism and shareholders have started to rectify mismanagement and abuse of power that causes loss to the company through derivative lawsuits. Despite this, Indonesian shareholders are still passive, shown by the number of questions asked in the general meetings of shareholders despite the high attendance percentage. Shareholders have also formed associations to gather more influence on the company’s decision-making process. Research limitations/implications The empirical observation in this study was limited to LQ45 companies of the February to July 2021 period. This study can be useful to improve corporate governance and corporate communication in a company to encourage higher participation of individual/minority shareholders. This study also serves as an extension to numerous studies on shareholder protection, corporate governance and corporate law in Indonesia. Originality/value Study on shareholder activism in Indonesia is still rare, despite the rising urgency of company supervision and monitoring to prevent mismanagement. To fill in that gap, this research hopes to initiate discussion on shareholder activism in relation to shareholder protection, corporate governance and corporate law implementation.

scholarly journals The Current Rights of Minority Shareholders in Saudi Arabia

2017 ◽  
Vol 6 (1) ◽  
pp. 185
Author(s):  
Khalid Saad Al-habshan
Keyword(s):  
Corporate Governance ◽  
Saudi Arabia ◽  
Board Of Directors ◽  
Legal Framework ◽  
Minority Shareholders ◽  
Shareholder Protection ◽  
Minority Shareholder Protection ◽  
The Board Of Directors ◽  
Standards And Regulations ◽  
Minority Shareholdings

The preceding articles examined the legal framework of corporate governance in Saudi Arabia and the important elements of the institutional framework for Saudi corporate governance. The discussion in this chapter first focuses on government and government-regulated institutions established to enforce compliance and see that the actions of corporations are in line with corporate governance law. This chapter then examines minority shareholdings interests and rights and investigates minority shareholder protection under the CL. In addition, the board of directors is described, which controls and guides firm operations in compliance with corporate governance standards and regulations.

scholarly journals Institutional Contradictions of the French state as Shareholder

2020 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Carine Girard ◽  
Stephen Gates
Keyword(s):  
Corporate Governance ◽  
Shareholder Activism ◽  
State Ownership ◽  
The State ◽  
Extensive Literature ◽  
Minority Shareholders ◽  
Content Type ◽  
Legislative Proposals ◽  
Governance Practice ◽  
Corporate Governance Practice

Purpose This paper aims to demonstrate that state shareholders are confronted with contradictory logics leading to institutional contradictions that activist shareholders can exploit. The competing logics of the state as shareholder and their impact on corporate governance and shareholder activism offer fertile grounds for research advances in Coordinated Market Economies (CMEs). Design/methodology/approach Through an extensive literature review of state ownership, institutional contradictions and shareholder activism, this paper analyzes two case studies involving the French State as shareholder. Findings In the French context, these two cases illustrate how institutional contradictions result in opportunities for shareholder activism. By focusing on the institutional contradictions of the state shareholder, this investigation suggests a need for experimental research to observe how shareholder activists adapt to each institutional change in CMEs. This experimentation can help policymakers to avoid creating additional conditions that shareholder activists can exploit. Research limitations/implications This focuses only on France and its state shareholdings. To generalize results, studies of other CMEs and state shareholders are needed. Practical implications Policymakers should consider all legislative proposals for their potential to deviate from corporate governance practice by experimenting with them in a laboratory setting. Shareholder activists can compare state shareholders’ actions against the state’s legislation to emphasize institutional contradictions that counter minority shareholders’ rights. Originality/value This research is the first to analyze how the state as shareholder can exploit its competing logics to resist against shareholder activism and support management or to become itself a shareholder activist.

The effect of the adoption of an alternative corporate governance system on firms’ performances

2016 ◽  
Vol 35 (4) ◽  
pp. 517-529 ◽  
Author(s):  
Carlo Bellavite Pellegrini ◽  
Bruno S. Sergi ◽  
Emiliano Sironi
Keyword(s):  
Corporate Governance ◽  
Propensity Score ◽  
Performance Outcomes ◽  
Corporate Law ◽  
Law Reform ◽  
Governance System ◽  
Content Type ◽  
Alternative System ◽  
The Impact ◽  
Board System

Purpose – Alternative corporate governance systems (CGSs) have attracted a significant bulk of research recently. While the connection between the adoption of an alternative system (one tier board or two tier board system) and firms’ performances has not been fully analysed yet, the purpose of this paper is to analyse whether companies which have turned into an alternative board system have eventually improved their performance over time. Design/methodology/approach – Using a sample of more than 15,000 Italian unlisted joint stock companies, the authors compare performance outcomes in 2009 of firms adopting alternative systems with performances of firms that maintained the system in force before the 2003 Corporate Law Reform (defined as “traditional”). Because of the choice of an alternative system (one tier or two tier board) instead of a traditional one is not random, the authors reduce selection bias implementing matching methods and comparing firms that are close in terms of propensity score measured in 2003 (the year before the new CGSs have been introduced by a corporate law reform). Findings – The authors do not find evidence of a significant improvement of performances in 2009 concerning those firms that have adopted a one tier or two tier board systems with respect to those which maintained a traditional one. Originality/value – The novelty of the study concerns the application of propensity score matching for the evaluation of the impact of the change of the CGS that is possible in presence of two conditions that are all verified in our setting: first, to have a country where corporate law allows for choosing among different systems; in this case Italy is a good laboratory, because it allows for the choice among three different systems; and second, to have the opportunity to evaluate the effect of the change in light of a relatively recent “pre-treatment” condition; this is made possible by the fact that before the 2003 Reform of corporate law all the companies had a traditional system.

scholarly journals Evolution of corporate governance in India and its impact on the growth of the financial market: an empirical analysis (1995-2014)

2019 ◽  
Vol 19 (5) ◽  
pp. 945-984
Author(s):  
Shouvik Kumar Guha ◽  
Navajyoti Samanta ◽  
Abhik Majumdar ◽  
Mandeep Singh ◽  
Ananya Bharadwaj
Keyword(s):  
Corporate Governance ◽  
Regression Analysis ◽  
Financial Market ◽  
Outcome Variable ◽  
Shareholder Rights ◽  
Shareholder Primacy ◽  
Content Type ◽  
Market Growth ◽  
Shareholder Protection ◽  
Governance Regime

Purpose The past few decades have seen a gradual convergence in corporate governance norms the world over, entailing a discernible shift towards shareholder primacy models. It holds particularly true of developing countries, many of which have steadily amended corporate governance norms to enhance the scope of shareholder rights. This is usually justified through the rationale that increasing protection for foreign investors and shareholders would mean greater investment in capital market and overall financial market development. In India, the shift coincides with a series of fundamental economic and financial policy reforms initiated in the 1990s: collectively and loosely referred to as “liberalisation”, this process marks a paradigm-shift from a tightly controlled welfare economy to one considerably more laissez-faire in its orientation. A fallout of which was that the need to attract and sustain foreign investments acquired an unprecedented significance. The purpose of this paper is to help the readers understand in this larger context the corporate law reform initiatives in India, particularly those pertaining to shareholder rights and allied issues. Design/methodology/approach This paper empirically tests the hypothesis that enhanced shareholder protection leads to greater levels of investments, and financial developments generally. It then uses regression analysis to detect if the change in corporate governance, making it more shareholder-friendly, has had any effect on growth in financial market. It is divided into two broad parts. The first tracks the evolution of corporate governance norms in India. A robust qualitative and quantitative analysis is used to determine the tilt towards a shareholder primacy regime that Indian corporate governance regime now displays. The second chapter deals with the regression analysis where the outcome variable is financial market growth, and explanatory variable is the change in the governance regime with relevant control variables. Findings The authors find that change in shareholder primacy corporate governance has little effect on financial market growth in India. The authors would suggest that instead of changing the law in books, more emphasis should be given to implement those regulations and increase the overall rule of law. Originality/value This is the first time that such a wide-scale study has been conducted in India, using Bayesian methods. It ought to be of immense value to professionals and academics both.

The association between CEO incentive rewards and earnings management

2014 ◽  
Vol 9 (1) ◽  
pp. 18-36 ◽  
Author(s):  
Habib Jouber ◽  
Hamadi Fakhfakh
Keyword(s):  
Corporate Governance ◽  
Earnings Management ◽  
Institutional Factors ◽  
Content Type ◽  
Financial Decisions ◽  
Shareholder Protection ◽  
Governance Model ◽  
Anglo American ◽  
Corporate Governance Quality ◽  
Corporate Governance Model

Purpose – The purpose of this paper is to investigate whether or not there is a link between CEO incentive-based compensation and earnings management and to examine how institutional environment's features influence such link. Design/methodology/approach – To test the predictions, the authors use a panel of 1,500 American, Canadian, British, and French firm-year observation over the period 2004-2008. Findings – The authors find a significant association between earnings management and CEO incentive-based compensation. Moreover, the analysis provides evidence that institutional factors are strong determinants of this association. Specifically, the results show that firms from countries within the Anglo-American corporate governance model, which provides greater protection of shareholder rights, ensures strict enforcement of law, and scores high on board oversight, tend to have lower level of earnings management. The analysis shows however, that beside the formal corporate governance quality, it is relevant to consider weaker shareholder protection and lower law enforcement indexes to explain earnings management in firms from countries within the Euro-Continental corporate governance model. Originality/value – This paper is the first to provide insights regarding the extent to which CEO incentive rewards imply management discretion and to indicate how much institutional features matter. The analysis contributes to two distinct strands of research. It extends prior research on the association between executive compensation and earnings management and adds to the literature demonstrating a relationship between institutional factors and financial decisions.

Political connections, ownership structure and quality of governance

2017 ◽  
Vol 13 (4) ◽  
pp. 358-377 ◽  
Author(s):  
Saidatou Dicko
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Political Connections ◽  
Minority Shareholders ◽  
Content Type ◽  
Compensation Structure ◽  
Theoretical Contribution ◽  
Concentrated Ownership ◽  
Quality Of Governance

Purpose The purpose of this paper is to ask the following question: is there a link between being politically connected, the quality of governance and the company’s ownership structure? Design/methodology/approach The author then examined Canadian companies from the S&P/TSX index for the year 2015. Findings Political connectedness is significantly associated with lower quality of governance in relation to shareholders’ rights; ownership concentration is associated with lower quality of governance in relation to the overall governance, board of directors, shareholders’ rights and compensation structure indices; ownership structure does not mediate the relationship between political connections and quality of governance; and number of political connections through the executive is associated with less risky governance practices in relation to compensation structure; in other words, when members of the executive are politically connected, the firm adopts better compensation practices. Research limitations/implications The time limitation is the main weakness of this study and probably the cause of observed mitigated results. Practical implications The author hope that the results will inform regulators on the need not only to further regulate the business-politics relationship, but also to consider the specific traits of concentrated ownership companies and the most critical aspects of corporate governance in politically connected firms, such as shareholders’ rights, particularly those of minority shareholders. For example, an intriguing case to investigate in the Canadian context would be Pierre Karl Péladeau’s foray into Quebec politics and the controversy ignited by his political bid in light of his position as majority shareholder (75 percent) in communications giant Quebecor Inc. Social implications In fact, the results shown that concentrated ownership firms have lower governance quality than non-concentrated ones. Furthermore, in a concentrated ownership context, the minority shareholders’ rights could be threatened. In this sense, the results also shown that shareholders’ rights seem to be the most critical governance issue for the politically connected Canadian firms. These results are therefore the indication that Canadian financial market regulators must take action about politically connected and concentrated ownership firms in order to further protect minority shareholders’ rights. Originality/value This study makes a double theoretical contribution by enriching the literature on corporate governance and by providing one of the first investigations into the direct and comprehensive relationships between political connections, governance and ownership structure.

The impact of VC backing on the corporate governance of Chinese IPOs

2017 ◽  
Vol 29 (3) ◽  
pp. 330-355 ◽  
Author(s):  
Qing (Sophie) Wang ◽  
Hamish D. Anderson ◽  
Jing Chi
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Independent Directors ◽  
Board Independence ◽  
Board Size ◽  
Content Type ◽  
Shareholder Protection ◽  
Political Ties ◽  
The Impact ◽  
Industry Experience

Purpose The purpose of this paper is to investigate how venture capital (VC) backing influences the board size and independence and how VC backing and board structure impact firm performance in China. Design/methodology/approach Using hand-collected data from 924 initial public offering (IPO) prospectuses covering the period from January 2004 to December 2012, the authors investigate the impact of VC backing on board size, board independence and firm market performance through regression analysis. A two-stage approach is also used to address the endogeneity issue. Findings The authors find robust evidence that VC-backed IPOs have more independent boards, after controlling for CEO and firm characteristics, and the potential endogeneity concerns. Furthermore, firms backed by VCs with management political ties (PTs) have more independent directors with industry relevant expertise than other firms. While no significant relationship is found between board independence and firm performance, the authors present some evidence that IPOs which have a larger percentage of independent directors with industry relevant expertise exhibit higher long-term stock returns, and VCs with management PTs also improve IPO long-run stock performance. Research limitations/implications Although VC is new in China and the Chinese capital market has relative poor corporate governance and weak minority shareholder protection, the authors find support in this paper that VC backing is valuable to IPO firms in China not only through providing funding but also by providing political ties and industry experience. However, Chinese regulatory and institutional settings have strong impact on test results and they change rapidly, so the results may not apply to other period in Chinese markets. Originality/value This paper sheds lights on the influences of VC backing on corporate governance and firm performance in a transitional and emerging economy. It discovers the value of VC investors in a transitional economy as of providing political ties and industry experience. The new definition of independent directors suggested by Suchard (2009) is first used by our paper in the Chinese context.

scholarly journals Modifications to Corporate Constitutions in Alberta: An Empirical Study

1993 ◽  
Vol 31 (2) ◽  
pp. 263
Author(s):  
Roderick J. Wood ◽  
Murray T. Brown ◽  
Richard W. Bauman
Keyword(s):  
Corporate Governance ◽  
Empirical Study ◽  
Legal Framework ◽  
Corporate Law ◽  
Publicly Traded ◽  
Extensive Discussion

This study examines the extent to which publicly traded Alberta corporations have included provisions in their corporate constitutions that modify or vary a corporate governance rule that would otherwise apply. Part I discusses the notion of contractual freedom in corporate law and identifies the instances in which modifications are permitted under the Alberta business corporations statute. Part II outlines the methodology used in carrying out the survey of corporate constitutions and provides a summary of the results. Part III provides a more extensive discussion of the legal framework pertaining to the rule and analyzes some of the implications arising out of the results of the survey.

scholarly journals Minority Shareholders’ Legal Protection in a Limited Liability Company System

2021 ◽  
Vol 14 (11) ◽  
pp. 1606-1612
Author(s):  
I Gde Sukarmo ◽  
◽  
Hayyanul Haq ◽  
Zainal Asikin ◽  
Salim HS
Keyword(s):  
Research Method ◽  
Legal Protection ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Shareholder Protection ◽  
The Law ◽  
Legal Concepts ◽  
Laws And Regulations

The purpose of this study is to determine the legal protection model for the majority and minority shareholders in public limited companies. This research method is normative research. To investigate the ineffectiveness of laws and regulations, in particular, Law No. 40 of 2007 on limited liability companies in providing shareholder protection, researchers have studied the laws and regulations and considered the views of experts on legal concepts related to legal protection for shareholders, particularly, minority shareholders. The results showed that the law did not provide maximum legal protection for minority shareholders, creating an imbalance between the rights of the minority and majority shareholders. For this reason, 1) reform or progressive changes in laws and regulations are needed, for instance, in PT Law No. 40 of 2007. These changes should be fundamental to philosophical aspects (values and perspectives) in providing shareholder protection; 2) the review of shareholders’ protection methods should be based on the aspects of fairness

Samsung phablet fire fiasco will hurt South Korea

2016 ◽  
Keyword(s):  
Corporate Governance ◽  
South Korea ◽  
Shareholder Activism ◽  
Content Type ◽  
Replacement Model ◽  
Lame Duck

Significance This followed Samsung's decision to axe its initially much-praised Galaxy Note 7 'phablet' smartphone, launched only in August, after explosions (whose precise cause remains undetermined) affected not only the first handsets but also a supposedly safe replacement model, swiftly introduced after the initial problems. A worldwide return and refund or swap programme began on October 13. Impacts In so highly competitive a sector, Samsung's finances and reputation will take time to recover. Longstanding corporate governance concerns will prompt renewed shareholder activism. The matter is severe enough to count as another 'crisis' for Park's lame duck administration.

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