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022 _a13853457
040 _aMSU
_bEnglish
_cMSU
_erda
050 0 0 _aHD31 JOU
100 1 _aSeidl, David
_eauthor
245 1 0 _aApplying the 'comply-or-explain' principle:
_bDiscursive legitimacy tactics with regard to codes of corporate governance
_ccreated by David Seidl Paul Sanderson and John Roberts
264 1 _aDordrecht:
_bSpringer,
_c2013
336 _2rdacontent
_atext
_btxt
337 _2rdamedia
_aunmediated
_bn
338 _2rdacarrier
_avolume
_bnc
440 _aJournal of management and governance
_vVolume 17, number 3
520 3 _aThe comply-or-explain principle is a central element of most codes of corporate governance. Originally put forward by the Cadbury Committee in the UK as a practical means of establishing a code of corporate governance whilst avoiding an inflexible “one size fits all” approach, it has since been incorporated into code regimes around the world. Companies can either comply with code provisions or may explain why they do not comply, i.e., why they deviate from a code provision. Despite its wide application very little is known about the ways in which comply-or-explain is used. In addressing this we employ legitimacy theory by which explanations for deviating can be understood as means of legitimizing the company’s actions. We analyzed the compliance statements and reports of 257 listed companies in the UK and Germany, producing some 715 records of deviation. From this we generated an empirically derived taxonomy of the explanations. In a second order analysis we examine the underlying logic and identify various legitimacy tactics. We discuss the consequences of these legitimacy tactics for code regimes and the implications for policy makers.
650 _aComply-or-explain principle
_vDiscursive legitimacy tactics
_xCorporate governance
700 _aSanderson, Paul
_eco-author
700 _aRoberts, John
_eco-author
856 _uDOI: 10.1007/s10997-011-9209-y
942 _2lcc
_cJA
999 _c166952
_d166952