IDEAS home Printed from https://ideas.repec.org/p/cbr/cbrwps/wp407.html
   My bibliography  Save this paper

Flexible or not? The Comply-or-Explain Principle in UK and German Corporate Governance

Author

Listed:
  • Sanderson, P.
  • Seidl, D.
  • Roberts, J.
  • Krieger, B.

Abstract

The current financial crisis has given rise to calls to toughen considerably the codes of corporate governance put in place in many countries to regulate corporate behaviour (e.g. the UK Combined Code). These codes vary slightly in form but tend to contain a mix of non-discretionary regulations and discretionary guidance and information. Almost all such codes embody some variation or other of the comply-or-explain principle. Companies should comply with the rules or explain why they do not. In this way the code framers avoid, or perhaps enable, a one-size-fits-all approach. It is this discretion that governments are under pressure to limit, but little is known about how it is used, in what circumstances, and to what effect? In this paper we report the findings of research carried out in the UK and Germany to investigate the extent to which large public companies comply with the rules, and the attitudes of company directors and legal counsel to using comply-or-explain. We find that positive conformance with codes depends on factors such as the extent to which regulatees are engaged in the formation and revision of the code, and thus feel a sense of ownership; the existence of interested and relevant monitors; and the extent to which soft regulation is a traditional means of control in a domain. We also found that pressure, both internal and external, both real and imagined, can lead to the establishment of a norm of full compliance, with perhaps perverse outcomes, and that in any event the majority of the contents of codes become akin to hard law, where deviation is not considered acceptable. There are however a very small number of rules where temporary deviation may be unavoidable from time to time and where non-compliance accompanied by a valid explanation is accepted.

Suggested Citation

  • Sanderson, P. & Seidl, D. & Roberts, J. & Krieger, B., 2010. "Flexible or not? The Comply-or-Explain Principle in UK and German Corporate Governance," Working Papers wp407, Centre for Business Research, University of Cambridge.
  • Handle: RePEc:cbr:cbrwps:wp407
    Note: PRO-2
    as

    Download full text from publisher

    File URL: https://www.jbs.cam.ac.uk/cbrwp407/
    Download Restriction: no
    ---><---

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Shakti Deb & Indrajit Dube, 2017. "Corporate Governance Disclosure for Complex Ownership Structure in India," Indian Journal of Corporate Governance, , vol. 10(2), pages 143-175, December.
    2. Miroslav Nedelchev, 2013. "Good Practices in Corporate Governance: One-Size-Fits-All vs. Comply-or-Explain," International Journal of Business Administration, International Journal of Business Administration, Sciedu Press, vol. 4(6), pages 75-81, November.
    3. John Roberts & Paul Sanderson & David Seidl & Antonije Krivokapic, 2020. "The UK Corporate Governance Code Principle of ‘Comply or Explain’: Understanding Code Compliance as ‘Subjection’," Abacus, Accounting Foundation, University of Sydney, vol. 56(4), pages 602-626, December.
    4. David Seidl & Paul Sanderson & John Roberts, 2013. "Applying the ‘comply-or-explain’ principle: discursive legitimacy tactics with regard to codes of corporate governance," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 17(3), pages 791-826, August.
    5. Rose, Caspar, 2016. "Firm performance and comply or explain disclosure in corporate governance," European Management Journal, Elsevier, vol. 34(3), pages 202-222.

    More about this item

    Keywords

    Comply-or-explain; Corporate governance; Flexible regulation; Soft law; Regulation after the financial crisis.;
    All these keywords.

    JEL classification:

    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

    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:wp407. 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.

    We have no bibliographic references for this item. You can help adding them by using 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.