Governance and Regulations’ Contemporary Issues: Volume 99

Despite being the dominant form of business globally, it is widely recognised that research focused on the governance of small family-owned entities has been largely overlooked. The benefits of sound governance practices are deemed salutary for small business prosperity; however, these enterprises are confronted with significant governance issues and unique concerns of their own. One particular issue concerns the compliance costs of governance for family-owned businesses and the extent to which the regulatory environment actually encourages an evolvement towards an improvement in governance practices in smaller businesses. Reconciling decision speed, flexibility and entrepreneurial innovation to necessary enhanced governance practices and procedures remains problematic. It is argued that a proper balance between the costs and benefits of proper governance codes and structures for smaller firms can only be achieved with a strong emphasis on flexibility to take account of myriad types of governance requirements of firms. This would entail the development of an evolutionary view of corporate governance implementation, one which mirrors the process of delegation of the entrepreneurial function to company boards and management. This would lend support to the view that there is no universal ‘best way’ for all firms at all stages of the business life cycle. In this respect, the application of the principles of subsidiarity and incentives plays an important role.

The hefty fines levied on credit institutions in recent years for cases of misconduct, including poor behavioural standards, operational control deficiencies and regulatory breaches more broadly, has been defined by regulatory authorities and the financial sector more broadly as ‘conduct risk’. There is no official definition of conduct risk, as conduct risk profiles are unique to each firm and, therefore, there can never be a one-size-fits-all framework in place. Conceptually, conduct risk is a broad notion that touches every part of an enterprise framework, including culture, customer contact, corporate governance, ethics and integrity, conflicts of interest and compliance, amongst others. As a result, credit institutions tend to associate conduct risk with regulatory censure, financial detriment, poor customer outcomes, and, importantly, reputational damage. In light of the significant consequences of misconduct, recent regulatory measures have sought to specifically target these drivers. In this chapter the author discussed the regulatory spotlight on conduct risk, which continues to top the regulators’ agenda in view of its seriousness and considered the role of the board in managing conduct risk, whilst elaborating on the importance of board evaluations in this respect.

In the context of increasing private provision of social security and welfare, alongside what is argued to be the ‘financialisation’ of daily lives, individuals in many countries face an array of potentially difficult financial choices and decisions. Limitations in levels of knowledge and expertise may lead them to consider seeking financial advice. Yet, in the wake of the great financial crisis, trust in the financial services industry is low.

At the same time, in a number of countries the financial advice sector is facing its own challenges. These include regulatory issues concerning the definition, suitability and delivery of advice; the affordability of advice; and the challenges and opportunities facing the advice sector as a result of the increasing use of technology in the financial services sector.

This chapter examines the implications of these developments for the regulation and governance of financial advice in the context of Markets in Financial Instruments Directive II. In particular, it considers the example of the UK and issues this raises for the implementation of recent European regulatory reforms.

In this chapter the authors identified and discussed the most significant barriers faced by cooperative movements in Malta, providing recommendations for potential solutions. Primary data for this research were collected through the use of semi-structured interviews with a selection of 18 representatives of the small current Maltese cooperative movement, most of whom are active either in individual cooperatives (16) and/or in the cooperative institutions (five).

Findings indicated that the most significant problems are the lack of education and awareness regarding the cooperative movement. These are closely followed by the divide within the movement itself, which is also hindering further development of Maltese cooperatives. Therefore, for the movement to grow and develop, one must first tackle the lack of education and awareness of this business model. Furthermore, in order for the movement to reach its full potential there must be cooperation amongst cooperatives, leading to the appropriate environment for growth.

Through the identification of these significant barriers, targeted action may be recommended and taken so as to reduce, if not eliminate, these barriers and thereby help the Maltese cooperative movement flourish.

A persistent and increasing pattern in cash holdings was notable in the aggregate behaviour of Indian corporations around the period from 2007–2008 to 2012–2013. Extant literature suggests that agency conflicts and financing frictions are important determinants of cash holdings. In this chapter the author aims to shed light on the role of corporate governance (CG) in the determination of cash holdings and examined how ownership structure, board and audit-related attributes (used as proxies for the nature of CG) impact cash holdings in the context of an emerging economy, like India. The author employed four different measures of cash and liquidity and 24 structural indicators of CG. Using principal component analysis, the author offers an exploratory inquiry into the dimensions of CG. Thereafter, multiple regression was used to delve into the association between cash holdings (the dependent variable) and CG. Using a sample of 58 top-listed companies the results revealed that the quality of firm-level CG is important in deciding corporate cash holdings. The author reported that firms with stronger CG tend to reduce cash balances and have higher capital expenditures, while in firms with entrenched managers having high cash reserves invest more in current assets. Firms also hold cash for financial flexibility and to take advantage of strategic opportunities as they present themselves. Parallel to this point is the fact that larger balances help firms to avoid uncertainty and hedge themselves against the difficulty of accessing external funds.

This study looked at the relationship between good governance and trust in government. We used data on government trust across a sample of 29 European countries over the period 2004–2015, as well as six different aspects of governance as captured by the Worldwide Governance Indicators. We also consider GDP growth and income inequality and their correlation with trust in government. The results showed that voice and accountability, which captures freedom of expression and citizen involvement in the democratic process, was significantly related to government trust, across all specifications of our regression models. None of the other indicators yields significant results, although the coefficient for control of corruption is significant in some specifications. We also found that real GDP growth rates have a significant relationship with trust in government. A comparison of the standardised regression coefficients indicated that voice and accountability is a stronger correlate of trust in government than GDP growth. Therefore, our results suggested that good governance was a key determinant of trust in government, over and above economic considerations. We discussed the implications of these findings in light of declining levels of public trust in government around the world.

The rules on takeover bids are generally considered to be an important factor within the debate on corporate governance. The risk of a takeover bid – and of a consequent change in company control – should motivate a company’s board to act in the best interests of the shareholders (the so-called disciplinary mechanism). The European rules on takeover bids are enshrined in Directive 2004/25/EC (which is also known as the Thirteenth Directive on Company Law), which applies to bids for securities of companies (issuers) governed by the laws of Member States. In this chapter the author analysed the European rules on takeover bids and highlighted certain national options for implementing the Directive, although a revision of the European Directive, which will be based, among other things, on an examination of the advantages and disadvantages of its application, has been under way since 2004. The chapter also considered the revisions currently being proposed by the European Commission and the European Parliament.

Insurance is a dynamic business highly affected by the environment it operates in. Alongside the practice of insurance, come principles on which the business of insurance is based. One of the principles, that is not short of controversy, is the doctrine of utmost good faith which requires full disclosure of material facts by the contracting parties. The author, in this chapter, explored the need for change in the regulation of this insurance principle and discussed the drivers behind these changes and the commensurate effect on the practice of insurance. The author delved into case studies, practices and literature and traced back to the origins of the long-standing principle of utmost good faith. This principle is one on which the acceptance (or otherwise) and premium of an insurance contract is based and through which certain factors and developments in the industry have led to a major reform in some jurisdiction.

The author discussed the development and drivers leading to reform and concluded that reform is ultimately the result of public outcry, through individual cases heard predominantly in court, a well-established reform committee, the socio-political environment of that country and the advent of technology. Moreover, although, different countries have their own jurisdictions, laws and regulations as well as market practices and international trade have made it imperative to have common technical practices between market players especially in insurance, which depends on the spread of risks between countries internationally. Smooth insurance business can only be established if this reform is harmonised between jurisdictions.

In this chapter we investigated the importance of the Audit Statement of Opinion in the Final Audit Report to ensure good corporate governance and to reduce earnings management and ensure accurately informed corporate decisions. After going through literature and discussing with peers we hypothesized that this does have an effect on all the three processes.

A self-administered survey was purposely designed for the study after consulting the literature and referring to established frameworks and consulted with accounting executives. The survey consisted of an introduction page and four sections contained statements relating to each of the following four themes: “earnings management”; “audit statement and report”; “corporate governance”; and “the corporate decision.” For all statements, participants were asked to respond to a five-point Likert items ranging from “strongly disagree” (coded as “1”) to “strongly agree” (coded as “5”).

The research was conducted with a population of 100 accounting managers and financial managers of manufacture companies listed on Bursa Efek Indonesia (BEI) during 2015. To test the hypothesis, we used SPSS (Version 22) to carry out a regression analysis using the F and t tests.

It is determined that the three hypotheses were correct and the Audit Statement of Opinion in the Final Audit Report influences corporate governance and earning management reducing deviant behavior and that there is a significant reliance by Indonesians managers/investors on it when taking corporate decision.

The financial crisis that hit countries worldwide in 2007 tested and tried deposit guarantee schemes (DGSs) and their ability to protect consumers’ bank deposits. The crisis also served as a reality check for regulators, institutions and the general public alike. Against this backdrop, there was a significant rationale by governments and regulators to protect consumers and at the same time maintain financial stability through expansion of coverage offered in existing DGS arrangements or setting up such a scheme where this was not already in place.

Consumers need other possible safety net in addition to the already set-up lender-of-last resort facilities provided by central banks, banking supervision regulations, assistance granted by international institutions such as the International Monetary Fund and European Central Bank and also the recently enacted EU Bank Recovery and Resolution Directive (BRRD).

In this chapter the authors evaluated whether the launch of a European Deposit Insurance Scheme (EDIS) as a single deposit guarantee in Europe which is now being recognised as one of the three main pillars, together with the single supervisory and resolution mechanisms, would enhance depositors’ protection in times of banking crisis and also reinforce financial stability in the EU as part of the proposed Banking Union.

The chapter made reference to academic literature and also recent EDIS political dossier to outline the developments. Apart from political insensitivity to the proposed EDIS, the chapter also concluded that the introduction of EDIS raises questions about moral hazard amongst banks in the EU, issues on bank’s contributions during the transition period and difficulty in comparing banks across EU countries through banks’ deposits and risk profiles.

Product intervention power is introduced under the markets in financial instruments regulation (MiFIR) and packaged retail and insurance-based investment products (PRIIPs) Regulation for all EU Member States and gives National Competent Authorities (NCAs), European Securities and Markets Authority (ESMA), and European Banking Authority (EBA) powers to monitor financial products (and services) under their supervision and to “temporarily” prohibit or restrict the marketing, distribution, or sale of certain financial instruments, or to intervene in relation to certain financial activities or practice. This extends the supervisory measures defined in MiFID II to any PRIIPs (including insurance-based investment products “IBI products”) that would not otherwise fall under the scope of MiFID II. Product intervention power is given to the NCAs, and in order to use power, it requires to take the specifics of the individual case into account and a series of conditions, criteria, and factors to fulfill. Moreover, ESMA and the EBA have a type of control function and ability to override national regulators on product. The aim of product intervention powers is to ensure strengthening of investor protection, but given the potential significant impact of this power, calls into question of possibility to delay innovation and slow down product developments on the capital market.

This paper provided an overview of supervisory measures on product intervention, that is, scope of the product intervention power, criteria, factors, and risks which have to be taken into consideration when using this regulator’s tool.

This paper discusses issues and developments that relate to the teaching of bank regulation in tertiary institutions. It looks at how course content, teaching texts and methodology can become subject to issues like specific historical, and jurisdictional, cultures and contexts for the discipline. It considered how economic and political approaches impact such teaching. How banking regulations are used, and how course structures are built, show that these are matters which impinge on the type of bank personnel who later eventually leave academia and end up working on regulatory or compliance matters.

In this chapter the author highlighted the most prominent theories surrounding the cultural framework people operate in when they are involved in the risk management process, which is an important function in the governance structure of a firm. The focus was on how culture, gender differences and values affect the way people take decisions when faced with risk. The author critically examined literature carried out in the realm of sociology and psychology in organisations and discussed the effect these have on the risk management process. She discussed the effect of sociological factors on the governance of an organisation and linked this to one of the internal control processes, that is, the risk management process. It was concluded that although it is fundamental to study the human element involved in this internal control process, it is also important to be selective of the people who are made responsible for these processes, taking into account risk perception, culture, values and gender and how these factors influence the choices people make. The selection process needed to be carried out carefully, so with foresight, putting the right people in the right places would improve the risk management, an internal control process, and thus lead to better business practices.

The area of law where the principle of transparency is applicable is expanding fast. Also many financial markets have recently become subject to new regulations requiring transparency, such as EU directives MIFID II or Solvency II. Here, what is expanding is not just the applicability of the principle as such, but also the scope of issues which are affected by transparency, that is, remuneration or conflict of interests. In the light of these regulations, it may seem that transparency has simply become a sole legislative measure assuring values such as consumer protection, market stability or – most of all – high-quality governance. Indeed, transparency is thought to contribute to the quality of governance in several different ways, although its implementation must meet certain standards if it is to produce the desired results, especially when it comes to financial institutions. Financial institutions are commonly required to be particularly transparent due to the fact they often act as public trust entities. As the activity of financial institutions is of such importance, the issue of transparency efficiency is worth discussing. Although it is said that the emergence of the principle of transparency in the EU law is a fairly new phenomenon, the existence of transparency obligation is not. Therefore, some doubts may arise as to the question whether the principle of transparency actually adds much to existing rules and principles. In this chapter the author explored and discussed how mandatory transparency affects financial institutions’ activity, and whether it performs its function efficiently.