Challenges in Evaluating Corporate Governance: Evidence from Chief Audit Executives

Abstract

Researchers and practitioners both emphasize the importance of sound corporate governance, yet we know little about how companies monitor and evaluate their governance systems on an ongoing basis. To bridge this gap, we interview 29 chief audit executives (CAEs) from publicly traded companies in the U.S. to learn about current practices and challenges faced in evaluating corporate governance. Our analysis reveals that internal audit’s current governance evaluation practices are often piecemeal and disconnected from the organization’s objectives. Key challenges include perceptions that management and the board are not willing participants, concerns that “effective” corporate governance is subjective and hard to measure, and issues encountered when communicating deficiencies to management and the board. Informed by the concept of decoupling from institutional theory, our findings reveal a need for additional research on corporate governance evaluations and consideration by policymakers regarding the rigor of internal audit’s governance evaluation practices.

Keywords: corporate governance, evaluation, internal audit, institutional theory, decoupling

JEL Classification: G34, M10, M14, M42