IDEAS home Printed from https://ideas.repec.org/p/cbr/cbrwps/wp371.html
   My bibliography  Save this paper

The Reflexive Properties of Corporate Governance Codes: The Reception of the 'Comply or Explain' Approach in Slovenia

Author

Listed:
  • Nina Cankar
  • Simon Deakin
  • Marko Simoneti

Abstract

The Slovenian Corporate Governance Code for Public Joint-Stock Companies was adopted in March 2004. Using a systems-theoretical approach, we examine the extent to which the implementation of the Code has resulted in the kinds of 'reflexive' learning processes which the 'comply or explain' approach aims to bring about. The adoption of the Code has already had an impact on the wider legal system, triggering certain changes in the body of core company law, and assisting the process of adjustment to EU-level norms. On the whole, companies' implementation strategies are strikingly similar both in terms of the contents of deviations as well as in the type of disclosure and explanations for deviations. At the same time, the quality of disclosures is low, with effective comply-or-explain declarations representing only a small minority of disclosures. On this basis, the Code has been more effective, to date, in legitimating Slovenia's adjustment to transnational norms and standards, than in stimulating institutional learning.

Suggested Citation

  • Nina Cankar & Simon Deakin & Marko Simoneti, 2008. "The Reflexive Properties of Corporate Governance Codes: The Reception of the 'Comply or Explain' Approach in Slovenia," Working Papers wp371, Centre for Business Research, University of Cambridge.
    • Handle: RePEc:cbr:cbrwps:wp371
    Note: PRO-2
    as

    Download full text from publisher

    File URL: https://www.jbs.cam.ac.uk/cbrwp371/
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Katharina Pistor & Martin Raiser & Stanislaw Gelfer, 2000. "Law and Finance in Transition Economies," The Economics of Transition, The European Bank for Reconstruction and Development, vol. 8(2), pages 325-368, July.
    2. Berkowitz, Daniel & Pistor, Katharina & Richard, Jean-Francois, 2003. "Economic development, legality, and the transplant effect," European Economic Review, Elsevier, vol. 47(1), pages 165-195, February.
    3. Marko Simoneti & Aleksandra Gregoric, 2004. "Managerial ownership and corporate performance in Slovenian post-privatisation period," European Journal of Comparative Economics, Cattaneo University (LIUC), vol. 1(2), pages 217-241, December.
    4. Piotr Kozarzewski, 2006. "Privatization and Corporate Governance in Poland: Problems and Trends," CASE Network Studies and Analyses 0325, CASE-Center for Social and Economic Research.
    5. Andrei Shleifer & Daniel Treisman, 2003. "A Normal Country," NBER Working Papers 10057, National Bureau of Economic Research, Inc.
    6. Amable, Bruno, 2003. "The Diversity of Modern Capitalism," OUP Catalogue, Oxford University Press, number 9780199261147.
    7. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-1177, December.
    8. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance and Equity Prices," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 118(1), pages 107-156.
    9. Katharina Pistor, 2000. "Patterns of legal change: shareholder and creditor rights in transition economies," Working Papers 49, European Bank for Reconstruction and Development, Office of the Chief Economist.
    10. Erik BERGLÖF & Ernst-Ludwig VON THADDEN, 1999. "The Changing Corporate Governance Paradigm : Implications for Transition and Developing Countries," Cahiers de Recherches Economiques du Département d'économie 9912, Université de Lausanne, Faculté des HEC, Département d’économie.
    11. Henry Hansmann & Reinier Kraakman, 2000. "The End Of History For Corporate Law," Yale School of Management Working Papers ysm136, Yale School of Management, revised 01 Feb 2001.
    12. Piotr Kozarzewski, 2007. "Corporate Governance Formation in Poland, Kyrgyzstan, Russia, and Ukraine," CASE Network Studies and Analyses 0347, CASE-Center for Social and Economic Research.
    13. Andreja Bohm & Joze P. Damijan & Boris Majcen & Marko Rems & Matija Rojec & Marko Simoneti, 2001. "Secondary Privatization in Slovenia: Evolution of Ownership Structure and Company Performance Following Mass Privatization," CASE Network Reports 0046, CASE-Center for Social and Economic Research.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Buchen, Clemens, 2010. "Emerging economic systems in Central and Eastern Europe – a qualitative and quantitative assessment," EconStor Theses, ZBW - Leibniz Information Centre for Economics, number 37141, September.
    2. Art Durnev & E. Han Kim, 2005. "To Steal or Not to Steal: Firm Attributes, Legal Environment, and Valuation," Journal of Finance, American Finance Association, vol. 60(3), pages 1461-1493, June.
    3. Priya P. Lele & Mathias M. Siems, 2009. "Shareholder Protection: A Leximetric Approach," Chapters, in: Thankom Gopinath Arun & John Turner (ed.), Corporate Governance and Development, chapter 10, Edward Elgar Publishing.
    4. Gilberto E. Arce & Edgar Robles C., 2005. "Corporate Governance in Costa Rica," Research Department Publications 3218, Inter-American Development Bank, Research Department.
    5. Katharina Pistor & Martin Raiser & Stanislaw Gelfer, 2000. "Law and Finance in Transition Economies," The Economics of Transition, The European Bank for Reconstruction and Development, vol. 8(2), pages 325-368, July.
    6. Alberto Chong & Florencio Lopez-de-Silanes, 2006. "Corporate Governance and Firm Value in Mexico," Research Department Publications 4466, Inter-American Development Bank, Research Department.
    7. Attiya Y. Javid & Robina Iqbal, 2010. "Corporate Governance in Pakistan : Corporate Valuation, Ownership and Financing," Governance Working Papers 22830, East Asian Bureau of Economic Research.
    8. Naeem Tabassum & Satwinder Singh, 2020. "Corporate Governance and Organisational Performance," Springer Books, Springer, number 978-3-030-48527-6, January.
    9. Pombo, Carlos & Gutiérrez, Luis H., 2007. "Corporate Governance and Firm Valuation in Colombia," IDB Publications (Working Papers) 1608, Inter-American Development Bank.
    10. Klapper, Leora & Laeven, Luc & Love, Inessa, 2006. "Corporate governance provisions and firm ownership: Firm-level evidence from Eastern Europe," Journal of International Money and Finance, Elsevier, vol. 25(3), pages 429-444, April.
    11. Fernando Lefort & Eduardo Walker, 2005. "The Effect of Corporate Governance Practices on Company Market Valuation and Payout Policy in Chile," Research Department Publications 3210, Inter-American Development Bank, Research Department.
    12. Sándor Gardó, 2010. "Bank Governance and Financial Stability in CESEE: A Review of the Literature," Focus on European Economic Integration, Oesterreichische Nationalbank (Austrian Central Bank), issue 1, pages 6-31.
    13. Klapper, Leora F & Laeven, Luc & Love, Inessa, 2005. "What drives corporate governance? Firm-level evidence from Eastern Europe," Policy Research Working Paper Series 3600, The World Bank.
    14. Gilberto E. Arce & Edgar Robles C., 2005. "Gobierno Corporativo en Costa Rica," Research Department Publications 3219, Inter-American Development Bank, Research Department.
    15. Korkeamaki, Timo & Koskinen, Yrjo & Takalo, Tuomas, 2007. "Phoenix rising: Legal reforms and changes in valuations in Finland during the economic crisis," Journal of Financial Stability, Elsevier, vol. 3(1), pages 33-58, April.
    16. Aggarwal, Reena & Klapper, Leora & Wysocki, Peter D., 2005. "Portfolio preferences of foreign institutional investors," Journal of Banking & Finance, Elsevier, vol. 29(12), pages 2919-2946, December.
    17. Carlos Pombo & Luis H. Gutiérrez, 2007. "Gestión empresarial y valuación de empresas en Colombia," Research Department Publications 4471, Inter-American Development Bank, Research Department.
    18. Khanna, Tarun & Kogan, Joe & Palepu, Krishna, 2002. "Globalization and Similarities in Corporate Governance: A Cross-Country Analysis," CEI Working Paper Series 2002-6, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
    19. repec:zbw:bofrdp:2007_001 is not listed on IDEAS
    20. Andriosopoulos, Dimitris & Panetsidou, Styliani, 2021. "A global analysis of Private Investments in Public Equity," Journal of Corporate Finance, Elsevier, vol. 69(C).
    21. Fernando Lefort & Eduardo Walker, 2005. "El efecto de las prácticas de gobierno corporativo sobre la valuación de mercado y políticas de pago de compañías chilenas," Research Department Publications 3211, Inter-American Development Bank, Research Department.

    More about this item

    Keywords

    corporate governance; comply or explain; disclosure; reflexive law; EU law; transplants; Slovenia;
    All these keywords.

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

    NEP fields

    This paper has been announced in the following NEP Reports:

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:cbr:cbrwps:wp371. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Ruth Newman (email available below). General contact details of provider: http://www.jbs.cam.ac.uk .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.