“This work is a refreshing and concise account of the development of corporate governance. It offers a fascinating and coherent explanation of the complexities of governance, and a robust critique of dominant ideologies. The book highlights the imperative of the transformation from maximising shareholder value to sustainable value creation.” —Wafa Khlif, University of Toulouse Business School, France Comparative Corporate Governance Corporate governance developed to maintain the accountability, sta- bility, and performance of corporations. It has evolved to concern not just the financial health of the company, but its social and environmen- tal impact. There is considerable international institutional diversity in corporate governance. The role and significance of market institu- tions varies among different governance systems. This work provides a concise insight into the defining impulses of late t wentieth- and early t wenty-fi rst-c entury corporate governance evolv- ing through a series of competing epoch- m aking paradigmatic contests. The present paradigm highlights a shift towards corporate sustaina- bility involving the corporate delivery of l ong- term value in financial, social, environmental, and ethical terms. In analysing the purpose of the company and the definition of value creation, the hegemony of agency theory and shareholder primacy is challenged. More expansive theoretical explanations are considered which recognise the deeper val- ues companies are built upon, the wider purposes they serve, and the broader set of relationships they depend upon for their success. This book will be of value to researchers, scholars, and students in corporate governance, sustainability, business, and accounting. Man- agers, professionals, and other general business readers will also find this text of interest. Thomas Clarke is a Fellow of the Royal Society of Arts, Visiting Pro- fessor at Toulouse Business School ( Barcelona), and was a Foundation Professor at the China Europe International Business School ( CEIBS). State of the Art in Business Research Series Editor: Geoffrey Wood Recent advances in theory, methods and applied knowledge ( alongside structural changes in the global economic ecosystem) have presented researchers with challenges in seeking to stay abreast of their fields and navigate new scholarly terrains. State of the Art in Business Research presents shortform books which provide an expert map to guide readers through new and rapidly evolv- ing areas of research. Each title will provide an overview of the area, a guide to the key literature and theories and t ime-s aving summaries of how theory interacts with practice. As a collection, these books provide a library of theoretical and conceptual insights, and exposure to novel research tools and applied knowledge, that aid and facilitate in defining the state of the art, as a foundation stone for a new generation of research. Organization Theory A Research Overview Gibson Burrell Healthcare Management Control A Research Overview Michelle Carr and Matthias Beck Comparative Corporate Governance A Research Overview Thomas Clarke For more information about this series, please visit: www.routledge. com/S tate-o f-t he-A rt-i n-B usiness-R esearch/b ook-s eries/S TART Comparative Corporate Governance A Research Overview Thomas Clarke First published 2023 by Routledge 4 Park Square, Milton Park, Abingdon, Oxon OX14 4RN and by Routledge 605 Third Avenue, New York, NY 10158 Routledge is an imprint of the Taylor & Francis Group, an informa business © 2023 Thomas Clarke The right of Thomas Clarke to be identified as author of this work has been asserted in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988. All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers. Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used only for identification and explanation without intent to infringe. British Library C ataloguing-i n-P ublication Data A catalogue record for this book is available from the British Library Library of Congress Cataloging- in- Publication Data Names: Clarke, Thomas, 1950- author. Title: Comparative corporate governance: a research overview / Thomas Clarke. Description: 1 Edition. | New York, NY: Routledge, 2023. | Series: State of the art in business research | Includes bibliographical references and index. Identifiers: LCCN 2022014410 ( print) | LCCN 2022014411 ( ebook) Subjects: LCSH: Corporate governance. | Social responsibility of business. Classification: LCC HD2741.C5673 2023 ( print) | LCC HD2741 ( ebook) | DDC 658.4 —d c23/e ng/ 20220324 LC record available at https:// lccn.loc.gov/ 2022014410 LC ebook record available at https:// lccn.loc.gov/ 2022014411 ISBN: 9 78-0 -3 67-2 6694- 3 (h bk) ISBN: 9 78-1 -0 32- 34558- 1 ( pbk) ISBN: 9 78- 0-4 29- 29464-8 (e bk) DOI: 10.4324/9 780429294648 Typeset in Times New Roman by codeMantra Contents List of lllustrations ix 1 Introduction to Corporate Governance 1 2 International Diversity of Modes of Corporate Governance 22 3 Convergence and Divergence of International Corporate Governance Institutions 56 4 Shareholder Primacy: the End of a Hegemony? 94 5 The Social Licence to Operate: Redefining Purpose and Fiduciary Duty 118 6 Contemporary Challenges for Corporate Governance: Technological Transformation and Climate Change 133 Organisation Index 143 Index 145 Illustrations Figures 2.1 International Comparison of Large Listed Company Board Size 30 4.1 Share of All Financial Assets by Net Worth Group in US 106 4.2 CEO to Worker Compensation Ratio in the US, 1965– 2014 110 6.1 The Evolution of Corporate Governance Paradigms 140 Tables 2.1 Properties of Insider and Outsider Systems of Corporate Governance 24 2.2 Typology of Directors 36 3.1 The Continuing Diversity of Corporate Governance Systems 81