CORPORATE GOVERNANCE AND SUSTAINABILITY

ISSN 1822-6515 ISSN 1822-6515 EKONOMIKA IR VADYBA: 2011. 16 ECONOMICS AND MANAGEMENT: 2011. 16

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CORPORATE GOVERNANCE AND SUSTAINABILITY Alena Kocmanov1, Ji Hebek2, Marie Doekalov3

1 Brno University of Technology, Czech Republic, [email protected] 2Masaryk University, Czech Republic, [email protected]

3 Brno University of Technology, Czech Republic, [email protected]

Abstract The paper focuses on Sustainability and Corporate Governance from the point of view of integration

and, in connection with the measurement of corporate performance, Corporate Sustainability Reporting is also gaining in importance. Corporate Governance is understood as a key element when reaching economic performance and growth enabling to increase the investors trust. Further on, it enables to create the structures supporting determination, control and reach of corporate objectives and targets. It provides creation of suitable initiatives for the members of administrative bodies and the management. In accordance with the OECD principles (OECD Principles, 2004) it is assumed that the effectively functioning Corporate Governance system within the company and across the whole economy assists to create the confidence and trust necessary for existence of the market economy. A very wide spectrum of sectors coming under the Corporate Governance also appears when trying to define this term succinctly. Integrated with sustainability which is defined as corporate strategy, long-term corporate goals are followed along with effectiveness, performance and competitiveness by means of incorporating of economic, environmental and social aspects into corporate governance.

Keywords: Corporate Governance, sustainability, corporate performance. JEL Classification: G38, Q56.

Introduction Corporate Governance and complexity of sustainable development calls for global cooperation, based

mainly on joint coordination of strategies and adopting of the best decisions. What does the term sustainable development mean? Answer to the question, what does the sustainable development mean, is not unambiguous. There are many definitions of sustainable development, based on the world and inland specialized literature, trying to capture essence of the sustainable development. The concept of sustainable development, integrating the balance of three pillars, comprises the economic, social and environmental pillars. The economic pillar is based on the necessary retaining of ordinary capital with all the business activities performed, and use of only the generated profit. The social pillar involves people as individuals as well as the community. The environmental pillar focuses on environmental protection, specifically its improvement and prevention of exhausting the limited natural resources. The quality environment in turn strongly impacts the quality of life of the population, which already bears upon the social sphere (Moldan, 2001).

A company that adopts sustainable development as its strategic goal will sooner or later face a question as to what method to use for the measurement of corporate sustainability, how to set its goals and what measures and procedures should be used to achieve the goals set. That is, a need arises to collect, record, analyze and transmit information about economic effects of the environmental and social activities. The indicators used in the measurement of sustainable development in companies are developed on a continuous basis by different international organizations with the aim of achieving an internationally acknowledged standard. The most widely known international activity is the Global Reporting Initiative (GRI) which concentrates on standardization of a report on sustainable development (Sustainability Report). Sustainability is strategy of the process of sustainable development. It wins a special importance where this process assists the man in reaching sustainability or can discourage the man from this process. It means that sustainability is the corporate strategy monitoring long-time corporate growth, efficiency, performance and competitiveness by incorporating economic, environmental and social aspects into corporate management. In connection with Corporate Governance and Sustainability relating to measurement of corporate performance even the Corporate Sustainability Reporting gains a great importance.

Aim of the article and research questions: The paper is focused on the Corporate Governance and on economic, environmental and social issues relating to measurement of corporate performance that can lead even to permanent success. Neglecting such performance aspects by corporate management in the Corporate Sustainability Reporting could lead to further and deeper problems.

Methods used in research: Should corporate performance and competitiveness rise in the current demanding markets, then it is necessary to develop a complex system of evaluation and assessment of the


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factors, based on cooperation of interdepartmental teams that can contribute to growth of the overall corporate performance. The system of performance assessment offers a much more higher pace of development for all interested parties than before.

Conclusions: Corporate sustainability is the business approach focused on long-time creation of the value for the owners (or on corporate performance, etc.) by incorporating the opportunities and risks following from the sustainable development (economic, environmental and social). A number of measures and procedures that will reduce negative impacts and strengthen positive effect in order to reach conformity with corporate objectives of sustainability have to be implemented in the corporate practice.

Importance of Corporate Governance The importance of Corporate governance consists in its contributing to not only corporate prosperity,

but also to responsibility. Along with the development of global markets investors activity increases, with them demanding higher standards of responsibility, conduct and performance. Investors tend to seek opportunities outside their domestic markets ever more often. The companies trying to gain resources on the international capital markets, however, often find that capital is only available for those who conform to the internationally accepted standards of corporate governance and publishing of information. These are only some of the reasons leading to the worldwide improvement of the Corporate Governance standard and, in some degree, to its convergence. The defining of Corporate governance is not a matter of unified terminology. In the evaluation of CG (Kaval, 2005) the corporate governance is described with the following quotes: a system through which companies are managed and controlled. The statutory bodies are responsible for corporate management. The responsibility of a body covers the setting of a companys strategic goals, the management keeping check on realization of the goals, supervision of the management and informing shareholders about the performance of duties of a steward (Cadbury, 1992). According to another description of CG (Demb & Neubauer, 1992) it is a process through which companies respond to the rights and requests of stakeholders.

According to (Klrov, 2001) corporate governance is understood as the key element in the effort to reach economic efficiency and a growth justifying increase in the investor trust. It encompasses a broad range of problems arising from the relationships between the corporate management, the administrative authorities, shareholders and the other stakeholders.

There are various definitions of the corporate governance - e.g. the Corporate Governance Principles created by the Organization for Economic Co-operation and Development (OECD) in 1999 state the following:

Corporate governance is a system through which business companies are managed and controlled. The structure of corporate governance defines the division of rights and duties between the individual stakeholders in a company and lays down detailed rules and procedures for the decision-making on business matters of a company. On this basis a structure is created that establishes the company goals and the means of reaching the goals and monitoring performance.

In 2004 the principles of supervision and management of companies from 1999 were reviewed with

the aim of responding to the new requirements of the capital market. The corporate governance according to the OECD Principles (2004) is expected to help as an effective system of corporate governance in place within an individual company as well as across the whole economy create the trust necessary for the existence of market economy. As a result, the price of capital will be reduced and businesses will make a more effective use of resources.

The gravest problem is seen in the lack of transparency of corporate activities and low responsibility for the ensuing effects.

The problems of supervision and management of companies generally concern the power and ownership relations between the basic interest groups. The greatest emphasis is placed on making the relationship between the business owners and the shareholders more efficient, in the broader sense also the relations with the other interest groups (i.e. stakeholders) are involved, such as the state, financial institutions, contractors, customers, employees and the surrounding community. This sphere covers the boundary areas between the economy, law and the theory of organization (Keasey, Thompson, & Wright, 1999).


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The worldwide research in this field continues to focus on quantitative and qualitative assessment of corporate governance in companies. Recently a number of assessment indexes, quotients or scorecards have been developed, used within decision-making on investment in different companies (e.g. Corporate Governance Quotient, Corporate Governance Scorecard, Standard and Poors CG Scores, The World Bank Institutes Composite Governance Indicators).

In the European context a CG model known as dualistic is given preference, i.e. the bicameral model also referred to as European continental model which puts a greater emphasis on the interests of stakeholders. The monistic, unicameral model also referred to as Anglo-American model, accentuates the interest of shareholders. In Europe the monistic model is established in the U.K. and Spain. Even within the EU the member states have different models of corporate management that reflect their different cultures and differing views of the role of business companies and the way their industries should be financed. In recent years the supervision and management of companies have become the subject of increasingly intense discussions as a result of which many regulation documents have been issued, making it more difficult for investors to get a grasp of this area.

The effort to harmonize the sphere of corporate governance with the support of integration of the EU capital markets is also shown by the fact that several ten documents and standards describing the supervision and management of companies have been issued within the European Union and outside of it during this decade (Kaval, 2005).

In the Czech Republic, on the other hand, the dualistic model is used; it consists of the board of directors as the executive body and the supervisory board as the body of supervision. Based on the KPMG research (2005) a board of directors in the Czech Republic typically comprises three members, followed by a five-member setup. A typical supervisory board comprises three or six members. An average number of members of the administrative bodies (9.6) does not reach the numbers common in the EU with the average equalling (12.5) members ( Haspeslagh, 2005).

In the Czech Republic a Code of supervision and management of companies based on the OECD principles was introduced as early as 2001 and was last updated in 2004.

The research conducted in the biggest Czech companies by KPMG has shown that most of the companies have taken the path of least resistance and only implemented the minimum legal requirements for corporate governance. The level of corporate governance and transparency in the different companies depends to a certain extent on the manner in which the company communicates its intangible assets, what are its strengths in the area of executive management and leadership and its credibility with the administrative bodies along with a transparent system of financial reporting.

Sustainability Integration and Corporate Governance At present companies tend to focus on sustainable development as well as sustainability, which brings

with it changes to the corporate culture as well as society. Sustainability has three important dimensions for all companies: economic growth, social responsibility and responsibility for the environment. The social and environmental responsibility, however, cannot become separated from economic growth. Profitability and growth create jobs and wealth; companies have to continue to provide products and services that people need.

The understanding of characteristics of sustainability is the first step in building the ability to prove how expansion of knowledge can be used in support of employers and public interest.

Defining sustainability (IFAC, 2008) sustainability is about: Promoting ethical responsibility and sound corporate governance practices; Providing a safe working environment in which the health of employees is protected and their

opportunities for self-development are enhanced; Promoting cultural diversity and equity in the workplace; Minimising adverse environmental impacts; and Providing opportunities for social and economic development within the communities we operate. Sustainability is therefore a strategy of the process of sustainable development. It acquires special

importance when the process helps people progress toward sustainability or may, on the contrary, dissuade them from engaging in the process. Sustainability is the ability to sustain the quality of life or the ability to maintain quality, which means that each generation has a responsibility for the quality of life and needs to


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contin

art from the effectiveness and efficiency also o

efining of sustainability relates to the concept of the strategy known as the strategy of sustainable develo

f CEOs believed that sustain

thov, 2010). The relation of the social and Corpo

ial indicators. The same principles should be applied to both the financial and nonfin

s). This fact indirectly indicates that in the case of such need e company is able to aggregate these data and incorporate it into the corporate sustainability or

environm

uously improve it. Sustainability in connection with the business environment has become part of the general awareness as a result of environmental approaches implemented in companies.

Corporate sustainability is a strategic approach focusing apn the company productivity, on the creation of value for the owners (on competitiveness), as they

follow from the environmental, economic and social dimensions. The dpment, according to the authors (Hart, 1995; Shrivastava, 1996; Stead & Stead, 1995) in relation to the

company. The strategy of sustainability of the company currently includes a broad approach aimed at the

integration of economic, environmental and social dimensions. Based on the most extensive study on CEOs so far (Accenture, 2010), 93% of them believe the

sustainability issues will be important for future success of companies. In 2007 72% oability issues should be fully integrated into the strategy and running of the company, while in 2010

this belief is expressed by 96%, which proves the increasing interest in sustainability. The environmental, social and economic factors and Corporate Governance are at the heart of the

corporate and business strategies, they are part and parcel of daily operations, stimulate work for success and work as an indicator of threat and risk and push for seizing opportunity, and of course they should become part of the voluntary corporate reporting on the assessment of links between the environmental and economic assessment of performance, the social assessment of performance and the relation to Corporate Governance. Although there is no direct relation between the environmental performance and that of Corporate Governance (Salo, 2008), we can state that the environmental performance and the Corporate Governance performance individually contribute to the general performance. There is a fuzzy relation, too, between the environmental and the economic performance (Horv

rate Governance performances and the relation of the social - environmental performances and the economic performance should be the subject of further research.

It is important to create measurable and relevant goals of sustainable development and suitable metrics, and further integrated reporting on the financial and non-financial information on the internet basis. The companies who provide insufficient and incomplete information, while its delayed provision is also a flaw, are regarded by investors as involving greater risk and in consequence they are inclined to invest smaller amounts in such companies (Bartes,1994).The solution is offered by the reporting integrating the financial and nonfinanc

ancial indicators. In both cases they should be relevant, measurable, comparable, motivating and clearly understandable.

The development in the field of Reporting in the Czech Republic (CR) reflects the overall global world trends. The available statistics show that through all objective benefits the Reporting can bring to businesses, the existing motivation is not sufficient to make this a normal business practice as compared to the financial accounting and reporting. ESG data are being monitored, codified, registered and aggregated into Key Performance Indicators (further KPIth

ental report (Hebek et all, 2009).

Figure 1. Structure of overall performance of company. Source: (Greenwald, 2007)


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Is) in the economic, environmental, social and CG sphere is the current aim of GAR no. research : Construction of Methods for Multifactor Assessment of Com

Environmental, Socia

ion to the environmental and social aspects and the Corporate Governance (ESG) with regard to me

luntary corporate reporting on the assessment of links between the environmental and econo

compared to the financial accounting and reporting. On the one hand, some large corpor

dicators. This fact in

mmendations given especially within the voluntary activities (e.g. by Responsibility Care m

y level (Environmental Report; Sustai unity Repor an

The

economic, social and environmental performance of a company

University of Ferrara and

From ESG performance data is necessary to determine KPIs to identify company overall performance, see Figure 1.

Defining of the Key Performance Indicators (KP

pany complex Performance in Selected Sectors.

l and Corporate Governance (ESG) performance in relation to Sustainability Reporting

In relatasurement of a company performance, also the Corporate Sustainability Reporting is gaining in

importance. The environmental, social and economic factors and Corporate Governance are at the heart of the

corporate and business strategies, they are part and parcel of daily operations, stimulate work for success and work as an indicator of threat and risk and push for seizing opportunity, and of course they should become part of the vo

mic assessment of performance, the social assessment of performance and the relation to Corporate Governance.

Corporate Sustainability Reporting has become a mainstream business activity. The Amsterdam Declaration on Transparency and Reporting of the Board of The Global Reporting Initiative from March 2009 told to global leaders from business, labour and civil society declared their belief that the lack of transparency in the existing system for corporate reporting has failed its stakeholders. It brought a new impulse to reporting on environmental, social and governance performance. The development in the field of corporate sustainability and environmental reporting in the Czech Republic reflect the overall global world trends. The available statistics show that through all objective benefits the corporate sustainability and environmental reporting can bring to businesses, the existing motivation is not sufficient to make this a normal business practice as

ations are actively performing global reporting initiatives; on the other hand, the relative share of these companies is rather small.

Plenty of companies in the Czech Republic have implemented and certified an Environmental Management System (EMS) as a part of integrated management system (quality, environment and occupational health and safety management). Therefore, the environmental, economical and social data and information are being monitored, codified, registered and aggregated into key performance in

directly indicates that in the case of such need the company is able to aggregate these data and incorporate it into the corporate sustainability or environmental report. (Hebek et all, 2009)

There are different approaches and recommendations made worldwide concerning the assessment of sustainable development of companies (e.g. the recommendations of the Global Reporting Initiative, The World Business Council for Sustainable Development etc.). Some of the companies in the Czech Republic release the selected environmental indicators in their reports on the company impact on the environment. They follow the reco

ade for chemical industry, the Commission of the European Communities recommendation within EMAS etc.).

There are several types of reporting routinely generated at the compannability Report; Corporate Social Responsibility Report; Health, Safety, Environment and Commt) d a standard for the ISO 14063 communication is also completed.

most important initiatives within the Corporate Sustainability Reporting are the following: Global Reporting Initiative (GRI). GRI is the initiative of the United Nations. The idea of creating a framework for sustainability reporting was already formulated in 1997. The GRI vision promotes that reporting on theshould become routine and comparable as well as the financial reporting and equally important for the success of an organization. World Intellectual Capital Initiative (WICI). WICI was formed in 2007 and is a joint initiative of the Enhanced Business Reporting Consortium, European Federation of Financial Analyst Societies, Ministry of Economy of Japan, Trade and Industry, Organization for Economic Development and Cooperation, the Society for Knowledge Economics,


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goal is to achieve the worldwide use of the performance key indicators.

social.

with regard to sustainable development. They focus

ic performance, market share and indirect economic

ion, occupational safety, employment rate, equality of working conditions, human

d thus useful for mainstream investment analyses, it is important that environmental, social and governance (ESG) information is transformed into consistent

Waseda University. The European Commission participates in the WICI as an observer. The WICI

The reporting according to GRI contains information from three areas economic, environmental and

Environmental indicators should characterize the level of impact of a company on nature (including the ecosystem, soil, air and water)on utilizing inputs (materials, energies, water) and the character of outputs (e.g. products, emissions, industrial waste waters, wastes). Economic indicators focus on economeffects. Vital and necessary to be published are the aspects concerning materials, power engineering, water, wastes and transport. Social indicators they include identification of the business procedures (internationally accepted standards, educatrights, corruption), a companys liability for products (labelling of products, quality, consumer protection etc.).

Although the Global Reporting Initiative (GRI) has served as an essential and very useful means in improving the standardisation of company reporting, companies continue to have differing degrees of compliance with the GRI and sometimes differing interpretations of the best means to apply the standards to their reporting. To be comparable across all companies, an

units and is presented in a balanced and coherent manner.

Figure 2. Corporate sustainability reporting per sector in the Czech Republic

mpanies to report. As in other

porate responsibility report. The n

tribute to the growth of the total performance of the company. The system for performance evaluation ESG offers for all much higher development dynamics, as up to now (Kocmanova&Nmeek,2009).

Source: (KPMG Global Sustainability Services, 2008)

Reporting on environmental and financial and partly social impacts is compulsory by law in the Czech Republic, so it is with a matter of image and positive public perception that drives co

parts of the world, it is mainly companies in the industrial sector, followed by businesses in electronics and finance, that are pioneering reporting practices (Hebek & Soukopov, 2008).

We can see at Fig. 2 that from 33 company reports only 6 companies utilize 3rd party comments. Reporting leaders include chemicals, electronics, mining, food & beverage sectors and 2 companies have reports on their carbon footprint. 67% of companies in the Czech Republic do not report on corporate responsibility issues at all. Companies that do report most often include corporate responsibility information in a separate section of their annual report, but 14 % of companies issue a cor

umber of reports receiving third party assurance is still very low in the Czech Republic. 94% of the companies surveyed do not include any third party comments in their reporting.

If the performance and competitiveness of the companies on the current markets should increase, then it is necessary to develop a complete system of ESG-factors evaluation, based upon the cooperation of the interbranch teams, which can con


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Conclusions Corporate governance is understood as the key element in achieving economic performance and

growth ensuring increased trust of the investors. It covers a wide range of relationships between the company management, governing bodies, stakeholders and other parties with justified interests. It encompasses a widely varying range of areas, which is also manifested by an effort to create a concise definition of the term. Currently, the following topical issues present themselves: What is the role of Corporate governance in relation to sustainability?, What is the link between the individual pillars of sustainable development and Corporate governance?, What is the interrelationship between the economic-environmental performance, social performance and Corporate governance?, Is it possible to also count on the Sustainability of success (long term viability) additional pillar? etc.

Decision-making is based on a qualified assessment (measurement) of a situation determined at the same time by multiple factors (indicators), primarily in their horizontal development. In pursuit of an outstanding informative force an emphasis is currently placed not only on the absolute data, but in the first place on the change data and analyses of changes of these changes. That is, dynamics of systems is the focus of attention. Appropriately applied vertical analyses then add further dimension to the conditions for decision making. In this conjunction other methods have to be discussed: logical and empirical methods, methods of qualitative and quantitative research such as in particular modelling of asocial statistics.

As more investors incorporate ESG factors into their decision-making, the inadequacy and inconsistency of much current reporting on the issues becomes ever clearer. (Greenwald, 2009)

In the year 2008, 898 organizations from all over the world issued the Sustainability Reporting based on the GRI and G3 initiative. From January 2009 to the end of February 2009 the reports were released by 15 organizations already. If we look, however, through the list of registered firms on the GRI list (available on the internet site of this initiative) we will find a single Czech firm the Czech Coal group.

The reports of companies are intended to also provide, in addition to informing the individual parties about a specific company, a possibility of mutual comparison between different companies or comparing a companys results in different years.

Acknowledgements: This paper is supported by The Czech Science Foundation. Name of the Project: Construction of

Methods for Multifactor Assessment of Company complex Performance in Selected Sectors. Reg. Nr. P403/11/2085

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CORPORATE GOVERNANCE AND SUSTAINABILITY Abstract Introduction Importance of Corporate Governance Sustainability Integration and Corporate Governance Environmental, Social and Corporate Governance (ESG) performance in relation to Sustainability Reporting Conclusions References

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CORPORATE GOVERNANCE AND SUSTAINABILITY