“A range of different conceptions of corporate governance have existed over time, however, since the global financial crisis, we need a new paradigm of governance to cope with rapidly evolving financial markets”.
Discuss. If you agree with this statement, what paradigm would you select?
“Markets could, and should, do better than the State”.[1]
The tension between the free play of economic forces and the interference in the State erupted violently with the collapse of the financial markets in 2008 precipitating the Global Financial Crisis (GFC). The belief that free markets would enable corporations to self-regulate according market forces was shown to be naïve as millions of ‘innocent’ investors were devastated through the GFC. The globalisation of institutional investors, representing millions of unknowing individuals, and the risk to their funds put unparalleled pressure on governments, the State, to implement regulation to stabilise the markets and restore investor confidence. Social policy requirement for regulation have required that there must be a new paradigm. However, there remains a strong corporate desire and commercial imperative that regulation does not stifle entrepreneurialism. The subsequent development of ‘principles -based’ codes in various countries have been designed to assist corporations in understanding their ethical responsibilities without stifling development. However beyond regulation, the search for a new paradigm to frame future corporate governance needs to be explored.
Many reports and studies into Corporate Governance have called for diversity in the Board. The “new paradigm” this essay will explore is the role of women as an essential part of responsible corporate governance. Historically, women have been given little voice in the executive of companies. However, recent empirical data from independent researchers and Government reports are reaching the same conclusion – that not only does the significant presence of women on a board lead to a more stable and risk adverse business, but women also offer a diversity of perspective which has been shown to have a significant positive impact on the overall profitability of a corporation. The introduction of mandatory quotas for female board representation is no longer just a step in affirmative action. Rather this paradigm is arguably an act of responsible governance working toward higher profitability and security for shareholders. The role of women in improving corporate governance is no longer one of gender fairness and equality. Rather the growing evidence is that gender diversity is a real indicia of corporate success, every board should dictate gender diversity as an immutable responsibility to its shareholders.
What is Corporate Governance?
Simplistically, corporate governance is how a company exercises its power. However, the operation of corporate governance is highly influenced by the political, social and economic culture within which a corporation originates and operates. [2]
The OECD defines corporate governance as:
” The system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance.”[3]
Within all corporate governance models there exists a tension between the interests of the stakeholders and the freedom of the board of directors to govern for the ultimate benefit of the company and shareholders as it deems fit. The GFC, which culminated at the end of 2008, sent shock waves through the international financial markets crippling many international corporations and economies and the after effects were felt by many individuals who had no part in the companies, shareholdings or transaction of many of the companies which instrumental to the GFC. In the aftermath of the GFC, the role of corporations and how they were regulated came under intense scrutiny. The capitalist belief that the market could and would self-regulate was seriously shaken. As companies, especially banks fell and public funds were used to prevent other major defaults, the public began to call upon respective Governments to examine and regulate the governance of corporations. Regulation was proposed to be the new paradigm post-GFC. However, such reactive regulation could create its own problems stifling entrepreneurial activity.
Arguably, the ‘free market’ view of the corporation is idealistic and anachronistic. The dramatic development of globalisation of markets and the subsequent effect internationally of the collapse of a large number of corporations, as demonstrated in the GFC, has shown that the world economy is not a simple model where market forces can be let to play out. Post GFC there has been an increasing duopoly in the purpose of corporate governance: on the one hand there is necessity to provide structure and guidance leading to business success and profitability and on the other to provide a transparency and accountability to ensure that the resulting profitability is not to the detriment of the greater social purpose and responsibility.
The new paradigm of social responsibility has emerged in the disquiet of international “corporate scandals” that drew sharp attention from respective governments. The Cadbury Report, as early as 1992, recognised the need for a broader definition of corporate governance, which recognised the stretch and power exerted by large corporations on the social fabric and the ultimate responsibilities, which should be attached to this power:
“Corporate governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society.”[4]
The principles espoused in the Cadbury Report preceded the publication of OECD guidelines on corporate governance, which have since gone on to form the basis of codes for Corporate Governance for many industrial and developing countries. The growth and globalization of institutional investors has increased the pressure on Government regulators to provide stakeholder protection.
The Rapidly Changing Markets over the past 20 years
Globalisation of markets increased exponentially at the end of the 20th century has seen the entry of the dominant markets and the corporate governance philosophies of capitalism and risk.[5]
The 1990’s were a decade in which the concept of corporate governance became reassessed following some seismic social changes, which increasingly placed tension on the independence of the corporate government. Some of the dramatic changes, demonstrated, how the global the markets had become where ‘domestic’ events dramatically impacted on the international stage.
- With the dissolution of the Soviet Block, the former soviet countries began to make a shift to market economies, and consequently there was the emergence of a relatively unregulated, dynamic new market force on the global markets.
- The Asian Financial Crisis of 1997, which was the forerunner to the GFC, exposed the highly globalized nature of the economic markets and ripple effect that collapse in one economy can hove globally.
- The push for European integrated economies, the EU, which had the effect of bringing many otherwise small and disparate economies under a new powerful entity.
- The rise of institutional investors saw the majority shareholders becoming increasingly powerful and the board susceptible to activism. There were higher orders of accountability.
- China began to re-engage on the international stage, beginning with the resumption of Hong Kong.
GFC and its Causation
The Great Depression gave rise to the Glass-Steagall Act establishing a legislative firewall between commercial and investment banks. This legislation was repealed by Gramm-Leachy-Bliley Act 1999 which removed the shackles between the banking and securities industry and gave birth to the super powerful investment banks in the USA.
There were many causes of the financial crisis, however four of those causes can be identified as:
- The misperception and mismanagement of risk;
- The level of interest rates;
- The lack of regulation of the financial system and[6]
- Psychology of risk – the mass perception that the good times would continue
Low interest rates at the beginning of the century made higher leverage attractive and inflation pressures were also subdued. However, this in isolation was not enough to cause such a crisis.
A lack of appropriate financial regulation is ultimately regarded as the major cause of the crisis. Problems that stemmed from the lack of regulation included:
- The capital requirements on complex financial products such as collateralised debt obligations (CDOs);
- The use of ratings provided by the private-sector rating agencies in the regulation of banks;
- The way credit rating agencies were regulated (or not);
- The structure of remuneration arrangements and the risk-taking incentives they created amongst corporations.
- Failure by internationally active banks to understand and manage the risks involved in difficult financial products and markets,
- Failure of regulators to enforce banks to understand and manage the risk.[7]
The US mortgage market saw an opportunity from the low and long-term interest rates. American fixed-rate mortgages were often guaranteed by the government-sponsored Fannie Mae and Freddie Mac. As rates fell, households refinanced but this business was limited in volume. [8] To maintain business growth, US mortgage lenders pursued riskier “sub-prime”, borrowers in the market. These loans were often low or no deposit, with a low introductory interest rate. This pathway to affordability enabled sub-prime borrowers to flood the property market dramatically inflating property prices.[9] Throughout the 2000’s financial lending requirements substantially eased; low doc loans were introduced and the deposit to home valuation proportion dramatically reduced. At the peak of the property boom there were many sub-prime borrowers who had very little, if any equity in their homes. This appetite for leveraging, with little equity, extended into the commercial markets.[10]
Once the introductory periods past and interest rates started to rise, there was a sudden and dramatic surge in delinquency. The flood of defaulting properties on the market started a rapid devaluation of property prices. Many financial institutions that had lent money with low deposits became significantly exposed. Once some of these institutions began to fail, the vulnerability of the credit products became exposed, and a nervous credit market began to freeze the short-term money market.[11] Banks worldwide began to realize the risk, and started to dramatically tighten lending standards. This nervousness and sudden restraint fed onto their customers who began to reduce spending causing a swift economic contraction in the global economy in the first half of 2008.
Lehman Brothers had been the driver in many of the securities and derivative markets that were freezing up. Once people start to become concerned about a bank’s solvency there was a credit run as investors sort to divest themselves of Lehman interests. The failure Lehman triggered a dramatic increase in risk aversion – the financial markets worldwide froze triggering the collapse of financial institutions worldwide. The macroeconomic consequences of the GFC were enormous causing a massive retraction in consumer activity. Whilst the lack of regulation of the financial markets undoubtedly precipitated the GFC, ultimately it was a massive change in consumer and lender confidence which no longer trusted the markets which led to a completely risk averse behaviour causing economic activity to freeze.
Australian banks weathered the crisis better than other countries largely because Australian financial markets were more heavily regulated and financial products were more domestically focused than other international institutions. The Australian mortgage market was also better preserved than overseas, as employment remained steady, assisting in reducing defaulting loans. Australian lending standards, although relaxed during the 2000’s, had not become as unregulated as in US.
A Response to the GFC – A “New Paradigm” for Corporate Governance
As a response to the serious corporate scandals during the 1990’s the US Sarbannes-Oxley Act 2002 and the 2003 Higgs Review of Corporate Governance in the UK both identified the need for a greater diversity and balance on corporate boards identifying the lack of independent advice and homogeneity of directors as a limitation within corporations.[12]
The Higgs Review stated:
10.21 …… non-executives are typically white males nearing retirement age with previous PLC director experience. There are less than 20 non-executive directors on FTSE 100 boards under the age of 45. In the telephone survey for the Review, seven per cent of non-executive directors were not British, and one per cent were from black and ethnic minority groups.
10.22 The very low number of female non-executive directors is striking in comparison with other professions and with the population of managers in UK companies overall. Across the corporate sector as a whole, around 30 per cent of managers overall are female. Only six per cent of non-executive posts are held by women, and there are only two female chairmen in the FTSE 350. [13]
It may be difficult to examine the gender composition in corporate structures and draw a causative or even a correlative connection with all male boards. Whilst symptomatic of their time, the most costly corporate scandals in history – Enron, WorldCom, and AIG were boards constituted exclusively of older white men from similar socio-economic backgrounds, supporting the “boys club” position.[14]
A number of studies into corporate governance diversity have identified that corporate reputation rises with increased representation of women at board level. Good governance, good management practice, and good community relations become synonymous with sound corporate social responsibility that is ethically just. [15]
Various studies have shown that women on corporate boards attend more board meetings than their male counterparts [16] Interestingly the more women on the board the men on the board’s attendance increases[17]. Women, when on boards, are more likely to sit on monitoring committees, the more measured process of accountability impacts on the board’s decision-making process. Women will focus on various issues which men will generally consider irrelevant in running corporations. A diversified board will expand the company focus and arguably responsibility beyond male “profit at all cost” driven ambition.
Henrietta Fore, board chairman and executive of Holsman International succinctly sums up the dichotomy between men and women board members:[18].[19]
“Men are more concerned about strong internal controls, keeping up with new regulatory environments and good corporate governance processes. Women on the other hand, are particularly concerned with succession, growing senior staff and sustainable shared value, and this tends to lead to good governance.”
Governance Diversity Studies:
McKinsey & Co
Over the past decade the consultancy firm, McKinsey & Co, have made a strong case for inclusion of women in the corporate model in its Women Matter series as follows:
2007: Demonstrated a link between a company’s performance and the proportion of women serving in its governing body.
2008: Identified the reasons for this performance effect by examining the leadership styles that women leaders typically adopt.
2009: Surveyed 800 business leaders worldwide, which confirmed that leadership behaviours typically demonstrated by women, are critical to perform well in the post-crisis world.
2010: Provided a focused analysis on how to achieve gender diversity at top management level.[20]
The Report, Diversity Matters, examined data from 366 public companies across various industries in Canada, Latin America, the United Kingdom, and the United States. The study found that companies with greater gender diversity were 15 per cent more likely to have financial returns above their “respective national industry medians”.
Catalyst
In the USA Catalyst research examined Fortune 500 companies and looked at three financial measures: return on equity, return on sales, and return on invested capital. The study found that companies with more women on their boards were more profitable and found that companies with the highest percentages of women board directors outperformed those on average, by an outstanding 53 per cent.[21]
Credit Suisse
Credit Suisse Research Institute report Gender Diversity and Corporate Performance, published in 2012, was a six-year study into 2360 global companies. The study found that during the period, 2006-2012, companies with one or more women on the board delivered higher returns on equity (16% to 12%), lower debt gearing, better average growth and higher price/book value.[22] The Study straddled the GFC, examining performances prior to the Crisis with companies in the recovery period. The key finding of the report was that “in a like-for-like comparison, companies with at least one woman on the board would have outperformed in terms of share price performance, those with no women on the board”.
Interestingly, the report highlights that the growth of boards with women was not so outstanding pre-GFC when markets were booming, but they weathered the cycle and performed better when the markets were falling, exhibiting less volatility in earnings and had lower gearing rations.[23] Ultimately women on boards reduce corporate volatility and brought balance throughout the entire boom/bust cycle. The study looked at representation of women on smaller and larger corporations, in different regions, such as Asia, with few women representatives and Europe that has the greatest representation of women and in different sectors such as retail, which has higher female participation and in IT, which has lower female representation. However, two conclusions were reached: – Those stocks with a greater degree of gender diversification appear to relatively defensive in nature; and that the outperformance of stocks with women on the board may not continue if the shifts back towards a more stable macro environment in which companies are rewarded for adopting more aggressive growth strategies.[24]
Ernst & Young
In the report Getting on board: Women join boards at higher rates, though progress comes slowly, Ernst and Young identified that US companies were lagging on the international stage in adopting women on boards when examining the period 2006 through to 2012.
Number of women directors on US corporate boards
| S&P 1500 | S&P 500 | |||
| Percent of companies with: | 2006 | 2012 | 2006 | 2012 |
| No women directors | 35% | 26% | 14% | 10% |
| One woman director | 36% | 36% | 39% | 28% |
| Two women directors | 21% | 27% | 34% | 42% |
| Three women directors | 6% | 9% | 10% | 15% |
| Four women directors | 1% | 2% | 3% | 4% |
| Five or more women directors | <1% | <1% | 1% | 2% |
A majority of boards with no female directors in 2006 have not added a woman since. Of the companies with no women on their boards in 2006:
- 31% had one more female director in 2012 than in 2006
- 6% had two more female directors in 2012 than in 2006
- 1% had three more female directors in 2012 than in 2006
- 62% had no change in the number of female directors since 2006[25]
Australian Report
The 2009 Australian Report: Australia’s Hidden Resource: The Economic Case For Increasing Female Participation, outlined the steady decline in Australia’s labour productivity growth and advocated that “… an alternative source of highly educated labour is already at Australia’s disposal and with the right set of policy options this pool of labour can be unlocked.”[26] And that by closing the employment rates between males and females along would boost the boost the level of Australian GDP by 11 per cent.
Government responses to a new Feminine Paradigm
In reviewing the empirical data, the position with respect to Corporate Governance seems to more readily accept that gender diversity does matter. The question, which now needs to be addressed, is not why but how.
The GFC was corporate game changer that demonstrated that markets are inefficient and that economies cannot trust everything to the forces of the markets. The GFC caused a dramatic loss of confidence in the financial markets with Governments worldwide responding with increased regulation in an attempt to restore confidence to the markets. [27] The effect of the GFC highlighted the shift in markets to super nationalization with a growing importance in connectivity. International governing bodies became increasingly important where global firms need more central administrative laws.
Post- GFC many countries introduced legislation quickly to restore investor confidence. In the USA, Dodd- Frank Act was introduced in 2010. Critics such as Bainbridge[28] have been critical of this legislation, and similar legislation, calling it “quack’ governance as it is rebound legislation, where the reforms are populist rather than being supported by empirical data responding to a crisis rather than evaluating the interest of the market.
Consequentially, there has been a divide and rule-based regulation of the markets, as opposed to a principles based style regulation. The difficulty with rules – based regulation, especially when rushed through in period of crisis is that they can be inflexible in their nature and once implemented can be difficult to undo. Principles- based codes however, are more adaptive to different size of companies can be adapted to different sizes of companies. Businesses tend to support this approach more. Following the GFC over the past decade, governments have not wanted to give regulators much discretion. However, there is a perceived need to give regulators much greater discretion in order to allow entrepreneurialism to prosper.[29] [30]Of course, with Code based regulation enforcement can be difficult, with the concept of effectiveness difficult to measure/ monitor.
There is widespread debate over what methods should be used to help increase the number of women on corporate boards. While measures calling for quotas for female board membership are gaining traction in Europe, many participants in a recent panel discussion entitled ‘Do three or more women on a board make a difference?’ held by Women Corporate Directors, felt the merits of these types of laws are questionable.[31] In reviewing countries that have instituted laws for mandatory quotas, which can be compared with countries, which merely set, idealized goals.
Norway:
Norway was one of the first countries to introduce a mandatory quota of 40% in 2003 for women on boards. A 2014 study found that despite reservations of such a high quota that the law had not led to the appointment of unqualified women. Interestingly, the study found that the qualifications of women appointed to boards of public companies have improved since the reform.[32]
EU:
In November 2013, the European Parliament voted to back the European Commission’s proposed law to improve gender balance on the boards of European companies. The legislation would require non-executive directors to be 40% women by 2020, up from 16.6% in 2013[33].[34] (Twaronite 2013)
Canada
In 2014, the Ontario Securities Commission (OSC) drafted comply-or-explain rules that would require listed companies to disclose policies and targets for female directors as well as how many female directors they have.[35] A federal advisory council of business leaders also recommended a target level of 30% female board representation within five years, but rejected a quota system.
United Kingdom
In the UK, the financial crisis has been a catalyst to push for more women in boardrooms. In October, the Financial Reporting Council (FRC), the UK regulator responsible for corporate governance, announced its decision to amend the Corporate Governance Code to enhance the principle on boardroom diversity, which was introduced into the code in 2010.[36]
Japan
In 2012,only 1% of board members in Japan were women. In 2014, the Japanese Prime Minister announced a goal to increase the percentage of women on boards to 30% by 2020, but to date no government action has been taken concerning this issue.
USA
Whilst 90% of S&P 500 companies have at least one woman on women held the board in 2012 only 17% of the Corporate Board seats of S&P 500 companies. This represents only a 3% increase since 2006.
In 2014, the Thirty Percent Coalition a group is committed to the goal of women holding 30% of board seats by 2015 launched its “Champions of Change” initiative to convince US corporate issuers to promote women on corporate boards.
Australia:
Australia has been more aggressive than many other countries in boosting the number of women on boards. In 2014, 18.3% of directors on ASX 200 boards were women an increase of 8.3% in 2008. Over the past four years, the number of Australian boards with no women dropped from 87 to 42.[37]
The latest research from the Centre for Gender Economics and Innovation and Infinitas Asset Management in April 2015, found companies with gender-diverse boards (which the index defines as at least 25 per cent female boards) performed an average of 2 per cent better per year than ASX200 companies, and more than 7 per cent better per year than companies with no women on their boards.[38]
Corporate Australia, unlike the US, is fearful of government mandates, and is progressive in allowing voluntarily targets. The Australian Institute of Company Directors set a target for 30 per cent of all ASX board seats to be filled by women by the end of 2018.[39] AICD chief executive John Brogden identified 30%, as is the “critical mass” point “where the voices of the minority group become heard”.[40]
The AICD-backed Australian Securities Exchange diversity reporting guidelines were adopted in 2010 and started a board-training program for women in the corporate pipeline.[41]
There are however some other guidelines in different Government areas.
- Principles 2 and 3 in the Australian Corporate Governance Council’s Corporate Governance Principles and Recommendations aspects of which require ASX listed companies to report on gender balance.
- The Workplace Gender Equality Act 2012 also required non-public sector entities with 100 or more employees, by 2014, to report on gender equality outcomes and provide the Workplace Gender Equality Agency (WGEA), and requests for a ‘best practice’ framework on the steps and measures for improving gender balance within entities. [42]
Conclusion
While the correlation of numerous studies into the impact of board diversity on corporate outcomes appears compelling – correlation does not necessarily equal positive action. Many of the studies examining the role of women straddle the pre-GFC and post-GFC period indicate that when companies are committed to gender diverse boards, they are more successful. More diverse companies are better able to win top talent and improve their customer orientation, employee satisfaction, and decision making, and all that leads to a virtuous cycle of increasing returns.[43]
The research highlights the assumptions and cultural gaps that companies will have to address to reach not just gender diversity in executive committees but also cultural diversity, which includes a lack of awareness among men of the specific difficulties for women attain corporate leadership. Diversity in leadership and communications styles has emerged from the research as an important factor particularly the perception that female leadership styles don’t “fit in” the prevailing styles. The “anytime, anywhere” performance model, which is seen to be more penalising women with family commitments and puts men with stay at home partners at an advantage. [44] Women corporate directors offer vital perspectives and skills, they challenging the board’s “white male” norms, advocate the discussion of conflict-inducing issues and adopting alternatives to dispute and resolution. Women directors are likely to approach performance of strategic from a different perspective to their male counterparts, and have been shown to increase overall board effectiveness through their input to board working styles. It is also interesting that the studies have shown that compared to men directors, women directors are universally younger, thus not only bringing a different gender experience but age perspective. The presence of high-ranking women in a corporation is a critical signal to other women seeking to join a company at the lower levels, which ultimately affects the quality women to join the firm. [45]
It is difficult to clearly provide empirical data with respect to what it is that women on the boards bring to corporations, the operational differences between men and women brought together in the new paradigm are seen as creating a more cohesive balance in decision making. The pre-GFC data does not show such a striking differentiating in profitability and women’s presence on boards. The “boom-cycle” clearly favoured risk taking behaviour, which brought with it excess profit. However, corporate longevity and good corporate citizenship requires behaviour beyond profit gains in the short term. Corporations, in the new order, need to be successful, not just for the stakeholders but also for global economic stability.
[1] Kouzmin 2009, p1
[2] (University of Technology Sydney, 2014)
[3] (University of Technology Sydney, 2014)
[4] (Cadbury, 1992) pp
[5] (Ralston Saul, 2005)
[6] (Ellis, 2009)
[7] (Ellis, 2009)
[8] (Ellis, 2009)
[9] (Ellis, 2009)
[10] (Ellis, 2009)
[11] (Ellis, 2009)
[12] (Credit Suiss, 2012)
[13] (Higgs, 2003) Chapter 10
[14] (Maharaj, 2011)
[15] (Cranfield School of Managment, 2009)
[16] (Adams, 2008)
[17] (Adams, 2008)
[18] (Maharaj, 2011)
[19] (Maharaj, 2011)
[20] (Women on Boards, 2011)
[21] (Khadem, 2015)
[22] (Credit suisse, 2012)
[23] (Credit suisse, 2012)
[24] (Credit suisse, 2012)
[25] (Ernst & Young, 2012)
[26] (Women on Boards, 2011)
[27] (Lukas)
[28] (Bainbridge)
[29] (Tucker)
[30] (Hopt)
[31] (Maharaj, 2011)
[32] (Orsagh, 2014)
[33] (Orsagh, 2014)
[34] (Twaronite, 2013)
[35] (Orsagh, 2014)
[36] (Maharaj, 2011)
[38] (Khadem, 2015)
[39] (Khadem, 2015)
[40] (Khadem, 2015)
[41] (Orsagh, 2014)
[42] (Women on Boards, 2013)
[43] (Hunt, Layton, & Prince, 2015)
[44] (McKinsey & Company, 2013)
[45] (Cranfield School of Managment, 2009)
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