Daniela M. Salvioni

Social Responsibility as a Factor of Convergence in Corporate Governance

For a long time, the corporate governance decisions and the connected disclosure activities were often direct to the satisfaction of shareholders’ expectations, sometimes with significant differences related to the characteristics of the stock markets and the composition of the corporate ownership. In the listed companies, this management orientation tended to generate divergences between insider and outsider corporate governance systems. The emergence of the concepts of corporate social responsibility (CSR) and Stakeholder Relations Management involves modifications in the corporate governance approach, according with the philosophy of sustainable development as critical element for long-term success in global markets. This chapter aims to make some considerations when the CSR adoption and disclosure as element characterizing corporate culture represent a factor of convergence between insider and outsider corporate governance systems.

Global responsibility and risks of compliance failure in emerging markets

Abstract The aim of this chapter is to investigate the relationship between ethics, risks of compliance failure and strategic value of global responsibility for BRICS companies. The first part of the chapter adopts a theoretical approach: it introduces and analyzes the key role of compliance risk management for sustainable and successful development of companies. The second part of the chapter uses an empirical approach, based on the case study method. The chapter focuses on the BRICS. The chapter demonstrates that mere formal compliance with laws, recommendations, and internal codes is not sufficient for companies that want to be responsible and attract stakeholders’ consent and resources. A shared background of ethical principles is required for a proper understanding of the rules, in order to prevent the risk of compliance failure and limit the global risk exposure of a company. Due to the business perspective adopted in the research, this chapter leaves out the sociological aspects regarding how to create, spread, and strengthen the culture of compliance within a company. The chapter encourages companies to connect ethical principles and compliance with the rules. Indeed, a lack of ethics in business operations, obscured by formal compliance, often results in indirect negative impacts on stakeholder relationships, so it is only a futile attempt to act responsibly. The originality of the chapter consists in suggesting the adoption of a responsibility-oriented approach for compliance risk management.