- This is an open- access article distributed under the terms of the Creative Commons Attribution 4.0 International license.. - Mainstream theories of corporate governance and the corporate governance – firm performance relationship. - This paper reviews the mainstream theories of corporate governance and the relationship between corporate governance structures and firm financial performance. - We show that the four predom- inant theories often employed to study the corporate governance – firm performance relation- ship are agency theory, stewardship theory, resource dependence theory, and institutional theory.. - In spite of being an overwhelmingly predominant theoretical approach in corporate governance studies, agency theory has recently been criticized for not fully reflect corporate governance prac- tices in various institutional contexts. - It is, therefore, necessary to re-examine the traditional agency framework to understand the corporate governance – firm performance relationship in various in- stitutional environments. - There are also calls for the application of a multi-theoretical approach to capture the complex nature of the corporate governance – firm performance relationship. - It is also clear from our review that the effect of corporate governance on firm performance is inconclusive as empirical findings concerning this relationship are mixed in different analysis contexts. - It is ar- gued that such inconclusive findings of the corporate governance – firm performance relationship may be caused by the national institution differences and the imperfection of estimation tech- niques. - Several recent studies in corporate governance support the view that the implementation of corporate governance mechanisms in a country is influenced by its institutional environment.. - For this reason, the effectiveness of corporate governance mechanisms also varies from country to country, or in other words, it is country-specific. - We also suggest that the potential mediating impacts of institutional characteristics on the corporate governance – firm performance relation- ship should be taken into consideration when conducting cross-country comparative corporate governance studies.. - It is indicated that there are three primary sources of inspiration for most of the empirical studies in the field of corporate governance, including agency theory, stewardship theory, and resource dependence theory 1 . - Among them, the agency theory is regarded as the overwhelmingly predominant theoretical ap- proach in corporate governance studies 2–5 . - How- ever, scholars increasingly realize that the agency the- ory depicts only a part of the complicated picture of an organization 6 , and insufficiently presents corpo- rate governance practices in all analysis contexts due to cross-national differences of the institution 7 . - This leads to the need for the application of institutional theory to conduct cross-national comparative analy- ses of corporate governance. - plex nature of the corporate governance – firm per- formance (CGFP) relationship 2,4,7–12 . - More specifically, Letza, Sun, and Kirk- bride 3 conclude that the finance view and agency the- ory are employed as the predominant approach of studies on corporate governance in the past decades.. - Mainstream theories of corporate governance and the corporate gover- nance – firm performance relationship. - This paper aims to review the mainstream theories of corporate governance and the relationship between corporate governance structures and firm financial performance. - The theoreti- cal frameworks and typically empirical findings of the CGFP relationship will then be reviewed in the second subsection.. - FOUR PREDOMINANT THEORIES IN CORPORATE GOVERNANCE. - It is also necessary to dis- tinguish between the terms of ‘system’ and ‘mecha- nism’ in the corporate governance literature. - While the corporate governance system focuses on corporate governance at the country level, the term of corpo- rate governance mechanisms refers to corporate gov- ernance at the firm level. - Whereas, the term of corporate governance mechanisms may be understood as the ways used to solve corporate gov- ernance problems at the firm level 16 . - Many prior studies interchangeably use the term ’mechanisms’ and/or ’structures’ to deals with corporate governance at the level of firm.. - The extant corporate governance literature 16,18–22 suggests some such mechanisms to align the inter- est conflicts between the owners and the managers, including internal mechanisms (such as board size, board diversity, board committees, board indepen- dence, managerial ownership, and leverage, among others), and external mechanisms (such as block- holder ownership, institutional ownership, the mar- ket for corporate control and managerial control, and legal framework). - Although the above-mentioned dual classification of corporate governance mecha- nisms is widely accepted, it should be noted that the denotation of each category is various between schol- ars 16 and, in fact, most researches primarily focus on the impact of each mechanism of corporate gov- ernance on financial performance 13,21 . - For exam- ple, in many corporate governance studies, board size, board diversity, board committees, and board inde- pendence (including board composition and board leadership structure) are regarded as determinants of the board attributes. - It should also be noticed that there is no consensus among researchers about the connotation of the terminology “board attributes”.. - Meanwhile, managerial ownership and block-holder ownership are two major features of the ownership structure. - Hillman and Dalziel 9 refer to the ability of the board to bring essential resources to the firm as “board capital” in- cluding “human capital (experience, expertise, repu- tation) and relational capital (network of ties to other firms and external contingencies). - For the region of East Asia, although there is prelim- inary evidence to state that resource dependence the- ory can better explain the board’s functions of East Asian companies than agency theory 30 , it is suggested that the combining of the two theoretical approaches will provide a sound grasp of the board’s functions 9. - So what is the role of institutional theory in comparative studies of corporate governance? and how can national institu- tions affect their corporate governance mechanisms?. - Concerning the role of institutional theory in studying corporate governance, several recent studies support the general view that the implementation of corporate governance mecha- nisms in a country is influenced by its institutional environment. - For this reason, the effectiveness of corporate governance mechanisms also varies from country to country. - It is suggested that the factors of the national institutional environment such as culture, financial system, corporate ownership patterns, legal tradition, and economic situation 36,37. - are important determinants in analyzing different models of organization and their different levels of performance 38 , as well as in creating diverse national corporate governance practices 37. - Moreover, in countries with incomplete legal systems and weak legal enforcement, corporate governance mechanisms may be adopted for legitimate targets rather than for firm performance 2 . - In that case, the corporate governance practice is a purely normal matter rather than fact 13,40. - The above examples illustrate the impacts of the na- tional institutional factors on corporate governance practices at the firm level as well as their importance to cross-country comparisons of corporate governance and firm performance. - In general, although there is a growing consensus on the role of a national institution in corporate governance practices, cross- national comparative research on the CGFP relation- ship is still in the early stage of development 34 . - they affect corporate governance practices, therefore, is considered as the primary objective of comparative studies of corporate governance . - Several recent studies have focused on the CGFP re- lationship in emerging markets, where legal envi- ronments, corporate governance systems, and insti- tutional frameworks are considerably different from those of developed markets 22,43–47 . - THE CORPORATE GOVERNANCE–FIRM. - about corporate governance. - It is ar- gued that such vague findings of the CGFP relation- ship may be caused by: (i) The institutional differ- ences between countries 30,32–34 . - The board of directors is one of the vital determinants of the internal corporate governance mechanisms 50 and its relationship to financial performance has at- tracted many scholars for a long time 2 . - Although such a relationship is explained and forecasted by sev- eral theories such as agency theory or resource depen- dence theory 9 , empirical findings of the influence of the board on firm performance are inconclusive 4,19 . - The extant literature of corporate governance shows that the attributes of the board may include board size, board diversity, board committees, and board inde- pendence (including board composition and board leadership structure), among others. - Board size and firm financial performance Among various board characteristics, the size of the board of directors is believed to be one of the most essential characteristics 24,51 . - Yermack 55 finds an inverse relation- ship between board size and market-based measure- ment of corporate governance (firm value) in a sam- ple of 452 large United States industrial companies for the period of 1984-1991. - This view is supported by several recent studies of the CGFP rela- tionship 56,57 . - Their study aims at examining the relation- ship between selected corporate governance mecha- nisms and firm valuation through applying the three- stage least squares method. - It is to be regretted that the study of Mak and Kusnadi does purely use multi- national data to examine the role of board size to firm performance, but not use a comparative approach to clarify the nature of the board size-firm performance relationship in different national contexts.. - Agency theory considers the monitoring of behaviors of managers (agents) to protect the interests of owners (principals) as the primary function of the board 6,14. - The di- rection of the influence of board independence on firm performance can be predicted by three predomi- nant theories in corporate governance literature, in- cluding agency, stewardship, resource dependence, and institutional theories.. - Agency theory suggests that the higher level of non- executive directors on the board is, the better the monitoring function of the board will be 10,14,50 . - Nicholson and Kiel (2007) dis- cuss that if the monitoring function of the board is im- plemented effectively thanks to board independence,. - Resources dependence theorists are in favor of the stewardship theory’s perspective on board composi- tion. - From agency theory’s perspective, the concentration of ownership is considered as one of the impor- tant mechanisms to monitor managerial behaviors.. - The relationship of manage- rial ownership and firm performance is predicted by two theoretical hypotheses in the current literature, consisting of the convergence-of-interests hypothesis and entrenchment hypothesis. - While most extant corporate gov- ernance studies base their arguments on the agency theory, scholars increasingly realize that the agency theory depicts only a part of the complicated nature of the CGFP relationship. - Second, although there is a growing consensus on the role of a national institution in corporate governance practices, cross- national comparative research on the CGFP relation- ship is still in the early stage of development. - 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