Transfer and institutionalisation of corporate governance practices : Asia-Pacific subsidiaries and joint ventures of United Kingdom listed multinational companies

摘要

This research considers the transfer and institutionalisation of a corporate governance practice to the Asia-Pacific subsidiaries and joint ventures of two UK listed MNEs. The practice under consideration is a risk based system of internal control (RBSIC) that follows the recommendations made in Internal Control: Guidance for Directors on the Combined Code more generally known as the Turnbull Report or guidelines. The main contributions are three-fold. They focus on corporate governance practices below board level; the transfer of corporate governance practices across international borders; and the role of managerial agency as a key influence over institutionalisation. Through the combination of semi-structured interviews, documentation provided by the companies and secondary sources including academic papers, books and news services two case studies were developed – one main case study, consisting of eight embedded case studies – Excelsior; and a supporting case study consisting of two embedded case studies – Landmark. Three key themes emerged: First, although the degree of institutionalisation of the RBSIC differed across cases, the overarching picture was one of ceremonial adoption that had been achieved without the relatively high level of implementation proposed by Kostova and Roth (2002). Secondly, the successful institutionalisation of the RBSIC resides primarily in the individual employees at the recipient business unit. However, the transfer is embedded inside a specific national context that to differing degrees, depending on the differences between the source of the RBSIC and the individual recipient business units, interacts with three practice-specific sub-variables – causal ambiguity, practice-specific absorptive capacity and motivation of the practice recipient. Thirdly, due to over reliance on the regional RBSIC team responsible for the institutionalisation of the practice, their role as gatekeeper, standing between the source of the knowledge (corporate headquarters) and the recipient (Asia-Pacific business units), was unexpectedly a barrier to the development and institutionalisation of the practice.