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Corporate Governance Options for the Local Subsidiaries of Multinational Enterprises

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  • Geoffrey C. Kiel
  • Kevin Hendry
  • Gavin J. Nicholson

Abstract

While the corporate governance literature generally focuses on the parent legal entity, many organisations are now multinational enterprises (MNEs) with subsidiaries that are most often legal entities in their host countries. Despite the strengthening of corporate governance regimes internationally, the boards of these subsidiaries are in many instances perfunctory. This paper examines the question of whether developments in corporate governance theory and practice can add value for the local subsidiaries of MNEs. This paper provides a theoretical basis for evaluating governance models in MNEs. The paper commences with a review of the key concepts from the MNE and conglomerates literature with respect to core MNE strategies. The paper then discusses what the “governance roles” are that must be performed in MNE subsidiaries. We propose four governance frameworks for subsidiary corporations. These frameworks are: (1) Direct Control; (2) Dual Reporting; (3) Advisory Board; (4) Local Board. We consider the strengths and weaknesses of each model in relation to international strategy theory. We conclude with recommendations for the conditions under which the various models may be appropriate and practical guidelines for the utilisation of corporate governance theory to improve MNE performance.

Suggested Citation

  • Geoffrey C. Kiel & Kevin Hendry & Gavin J. Nicholson, 2006. "Corporate Governance Options for the Local Subsidiaries of Multinational Enterprises," Corporate Governance: An International Review, Wiley Blackwell, vol. 14(6), pages 568-576, November.
    • Handle: RePEc:bla:corgov:v:14:y:2006:i:6:p:568-576
    DOI: 10.1111/j.1467-8683.2006.00531.x
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    Cited by:

    1. Dolgopyatova, Tatiana & Libman, Alexander & Yakovlev, Andrei, 2018. "Unintended Benefits of Empowering Boards in Conglomerates: A Case Study of AFK Sistema," Journal of East European Management Studies, Nomos Verlagsgesellschaft mbH & Co. KG, vol. 23(2), pages 177-202.
    2. Ruth V. Aguilera & Valentina Marano & Ilir Haxhi, 2019. "International corporate governance: A review and opportunities for future research," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 50(4), pages 457-498, June.
    3. Windsor, Duane, 2009. "Tightening corporate governance," Journal of International Management, Elsevier, vol. 15(3), pages 306-316, September.
    4. Andre Carvalhal, 2014. "Do internationalized companies have better governance? Lessons from Brazil," Applied Financial Economics, Taylor & Francis Journals, vol. 24(10), pages 679-690, May.
    5. Du, Yan & Deloof, Marc & Jorissen, Ann, 2015. "The Roles of Subsidiary Boards in Multinational Enterprises," Journal of International Management, Elsevier, vol. 21(3), pages 169-181.
    6. Juan Jose Duran & Nuria Bajo, 2014. "Institutions as Determinant Factors of Corporate Responsibility Strategies of Multinational Firms," Corporate Social Responsibility and Environmental Management, John Wiley & Sons, vol. 21(6), pages 301-317, November.
    7. Sapovadia, Vrajlal & Madhani, Pankaj, 2015. "Corporate Governance and Disclosure Practices in India: MNC Subsidiaries versus Domestic Cross-Listed Firms," MPRA Paper 96043, University Library of Munich, Germany.
    8. Emiliano Carlo & Fabio Fortuna & Silvia Testarmata, 2016. "Boundaries of the business model within business groups," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(2), pages 321-362, June.

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