The Reflexive Properties of Corporate Governance Codes: The Reception of the ‘Comply-or-Explain’ Approach in Slovenia

25 Pages Posted: 30 Aug 2010

See all articles by Nina K. Cankar

Nina K. Cankar

affiliation not provided to SSRN

Simon Deakin

University of Cambridge - Centre for Business Research (CBR); European Corporate Governance Institute (ECGI); University of Cambridge - Faculty of Law

Abstract

The Slovenian Corporate Governance Code for Public Joint-Stock Companies was adopted in March 2004. We examine how far the implementation of the Code has resulted in the ‘reflexive’ learning processes which the ‘comply-or-explain’ approach to corporate governance aims to bring about. We find that compliance strategies are strikingly uniform across firms in terms of the content of deviations as well as in types of disclosure and explanations for deviations. Moreover, the quality of corporate reporting is low, with effective explanations representing only a small minority of disclosures. Thus there is little evidence that the Code has stimulated organizational learning. We consider the implications of our findings for the development of corporate governance in transition systems and for the comply-or-explain approach more generally.

Suggested Citation

Cankar, Nina K. and Deakin, Simon F., The Reflexive Properties of Corporate Governance Codes: The Reception of the ‘Comply-or-Explain’ Approach in Slovenia. Journal of Law and Society, Vol. 37, Issue 3, pp. 501-525, September 2010. Available at SSRN: https://ssrn.com/abstract=1667637 or http://dx.doi.org/10.1111/j.1467-6478.2010.00516.x

Nina K. Cankar (Contact Author)

affiliation not provided to SSRN

No Address Available

Simon F. Deakin

University of Cambridge - Centre for Business Research (CBR) ( email )

Top Floor, Judge Business School Building
Trumpington Street
Cambridge, CB2 1AG
United Kingdom
+ 44 1223 335243 (Phone)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

University of Cambridge - Faculty of Law ( email )

10 West Road
Cambridge, CB3 9DZ
United Kingdom

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