شیوه اداره امور شرکت ها در بازارهای نوظهور : مورد کشورهای شورای همکاری خلیج فارس

This paper examines the corporate governance (CG) practices in emerging markets with special reference to the listed firms in the Gulf Cooperation Council's (GCC) oil rich countries. It develops an un-weighted Corporate Governance Index (CGI) model for non-financial firms using recent data. The usefulness of the model is demonstrated with a specific country example. The index identifies thirty internal governance attributes which are abridged in three categories of all the selected firms to form the best CG practices in the region. The results demonstrate that GCC companies adhere to 69% of the attributes addressed in the CGI. The results also show that the firms listed in the United Arab Emirates stock markets exhibit the best adherence to the CG attributes examined in the study followed by Oman, Saudi Arabia, Qatar and Kuwait, respectively. The current paper offers valuable recommendations to policy makers to gradually embed strong and specific governance practices. Special emphasis is placed to board effectiveness and structural and organizational frameworks in order to ensure a sustainable quality of CG practices in the region.

Corporate governance (CG) plays a significant role in firms' dedication and adoption of ethical practices within the entire organizational structure and in relationships with employees, customers, creditors, shareholders and regulators. It facilitates and monitors effective management and legal compliance and prevents unlawful and improper behavior. The focus on CG has increased due to the chain of financial scandals including Enron, Satyam and Andersons and then the fall of the Lehman Brothers which led to a global financial crisis (GFC) at the end of 2007. To safeguard various stakeholders' interests a good CG is required. Bhagat et al. (2007) document that this intensified interest in CG has accelerated the creation of governance indices by firms that have institutional investors as their primary focus as these investors will rate a company's governance quality on the basis of these indices. They also suggest that constructing a corporate governance index (CGI hereafter) is beneficial as it combines the various elements of a firm's governance system into one number which will be used to judge the quality of governance. However, Hyden and Court (2002) argue that the ambiguity and complications in the governance concept lead to the nonexistence of any standardized or systematic technique in the data collection effort necessary for preparing such an index. The report issued by Standard and Poor's in 2002 defines CGI as a composite assessment of various CG practices followed by a company. The main aim of preparing this index is to assess the extent to which corporate governance influence is embedded in a company's structural framework and to compare the respective companies' governance score regarding the accepted standards set by the regulatory bodies. This will enable a company to assess the shortcomings encountered in specific areas of governance and thus adopt corrective measures to overcome these shortcomings and exhibit better governance. Black et al. (2010) note that there is a preconceived assumption that “one size fits all”, meaning that fair governance practices are universal and must be applied to all countries as well as firms within a specific country. They reiterate that the OECD principles of CG are an example formulated under this approach. Bhatti and Bhatti (2010) propose an Islamic CG model which fits well within OECD principles and discuss issues of Sharia compliancy. The extant research, including Black et al. (2010) asserts that there are no specific models of CG that can be universally employed but there are different codes of “best practice” that take into account specific legislation, board structures and business practices in individual countries and/or jurisdiction. The main objective of this paper is to construct a uniform CGI which can be commonly applied to a group of six GCC countries [Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates (UAE)]. The GCC, founded on May 25th, 1981, is a regional organization of states which share common geo-political and socio-economic objectives. The countries follow common civil law which has attributes such as low investor protection, weak capital markets and high insider shareholdings. The member countries have a one tier board structure and a high percentage of family shareholdings. A lenient dividend policy is adopted under such legal conditions in order to compensate investors. Sharia courts also co-exist along with civil courts but are basically restricted to family matters and countries adopting civil law often opt for internal mechanisms of CG. However, in the GCC context, there has been no comprehensive index constructed to date. Therefore, to the best of the our knowledge, this study will be the first of its kind to explore the feasibility and extent of adherence to some of the most important internal governance mechanisms by the non-financial firms in the GCC countries as of 30th June 2012. The paper will contribute to governance literature by providing an original and up-to-date insight on the current governance practices by developing CGI model for GCC region. To demonstrate the usefulness of the CGI model, a specific country example is also presented. The remainder of the paper is structured as follows. Section 2 discusses the prior studies which have emerged with respect to CGI and Section 3 presents the methodology used in the construction of the CGI and the data collection techniques. The results and discussions are detailed in 4 and 5 which provide some recommendations to policy makers. The final section contains concluding remarks.

This paper focuses on CG practices by constructing a CGI for the firms listed in the GCC stock markets as of June 30th, 2012. This will help in ascertaining the extent of governance in each country as well as in arriving at a common CGI for the GCC region. The paper identifies 30 internal governance attributes which complement good governance and groups those under three sub-indices, namely disclosure, board effectiveness and shareholder rights. An un-weighted governance index is formulated for the completion of the study. The results reveal that the UAE ranks first among the GCC countries with respect to the internal mechanisms of governance analyzed in the present research. The simplicity and objectivity in the CGI developed makes it easily replicable and modifiable for further research in similar areas. As CG is only in its infant stage in the GCC with structural variations like heavy leverage, dominance of family shareholdings, insider ownership and a one tier board structure, the enforcement of governance codes have not completely become mandatory, thus making it difficult to merge with the foreign style of CG. By eventually integrating the recommendations set forth in the paper, we can find exponential and sustainable benefits in the area of CG. This will make GCC an extended family of the CG adhering community. The index prepared is not free from limitations. For example, the index does not include other attributes such as details related to board composition, number of board meetings, frequency of auditing, tenure of directors and voting rights of shareholders due to non-availability of data. These attributes can be considered in future research. In addition, the exclusion of financial companies can also limit the scope of the current index. This could be an interesting issue for future research. It is also advisable to have a comparative study of the index for a number of years as this will clearly help in assessing the improvements or deteriorations made over time.