可持续性披露对公司治理的影响【外文翻译】

外文翻译

原文

The effect of corporate governance on sustainability disclosure

Material Source: Springer Science Business Media, 2010

Author: Giovan Michel • Antonio

Abstract

Drawing on stakeholder theory, this paper examines the relationship of board composition, leadership and structure on sustainability disclosure. We discuss that good corporate governance and sustainability disclosure can be seen as complementary mechanisms of legitimacy that companies may use to dialogue with stakeholders. Specifically we claim that, as disclosure policies emanate from the board of directors, sustainability disclosure may be a function of the board attributes:we investigate the relationship between different characteristics of the board and sustainability disclosures among US and European companies. Our results show that in order to explain the effect of board composition on sustainability disclosure we need to go beyond the narrow and traditional distinction between insider and independent directors, focusing on the specific characteristics of each director.

Keywords

Board composition Sustainability disclosure

Community influential Organizational legitimacy

Introduction

According to stakeholder theory, it is critical for companies to enact stakeholder engagement pro cesses in order to establish and enhance the firms’ legitimacy to operate. Organizational legitimacy, besides guaranteeing the inflow of capital, labor and customers necessary for the viability of the company (Pfeffer and Salancik 1978; Neu et al 1998), is also able to reduce possible product boycotts and other disruptive actions (Elsbach 1994). In this way, it helps the top management because it provides a degree of freedom about how and where the business is conducted.

According to stakeholder theory, the disclosure of financial, social and environmental information (i.e., corporate sustainability disclosure—CSD) is part of the dialogue between a company and its stakeholders and it provides information on a company’s activities that legitimise its behaviou r, educate and inform, and change perceptions and expectations (Gray et al. 1995; Adams and Larrinaga Gonzalez 2007; Adams and McNicholas 2007).

Previous literature has investigated possible determinants of financial, social and environmental disclosure, in particular focusing on corporate characteristics (such as size, industry grouping and financial performance) or general contextual factors (such as the country of origin, the socio-political and cultural context). Indeed, there is an emerging debate on the possibility that other complex and various internal contextual factors influencing disclosure practices (Gray et al. 2001). Adams (2002) highlights that academic research has been lagging behind developments in practice with respect to the internal context factors that may drive corporate disclosure and calls for studies aimed at identifying aspects of governance structures that may influence reporting practices.

While the effects of corporate governance on financial disclosure have received considerable attention (Klein 2002; Anderson et al. 2004; Beekes et al. 2004), we have much to learn about the impact of governance on voluntary disclosure and especially sustainability disclosure (Haniffa and Cooke 2005). Based on previous studies that claim that disclosure policies emanate from the board (Ho and Wong 2001; Gul and Leung 2004; Haniffa and Cooke 2005; Cheng and Courtenay 2006; Cerbioni and Parbonetti 2007), we expect that the characteristics of the corporate governance model adopted by the company are fundamental determinants of companies’ disclosures.

The aim of this paper is to examine the relationship of board composition, leadership and structure with sustainability disclosure. We argue that good corporate governance and sustainability disclosure can be seen as complementary mechanisms used by companies to enhance relations with stakeholders. Specifically, we claim that sustainability disclosure may be a function of board attributes and we investigate the effects of good corporate governance, controlling for other companyspecific characteristics, on sustainability disclosures among US and European companies. In a departure from previous studies, we focus on US and European companies and we address if specific directors characteristics affect sustainability disclosure. Along with the well known agency theory classification of