Institutional Logics of Corporate Governance

Abstract

Purpose: Zajac and Westphal (2004) argue that there are two institutional logics of corporate governance: Corporate Logic and Investor Logic. This paper examines how Corporate Logic and Investor Logic are embedded in public discourse on corporate governance. Design/methodology/approach: A selection of codes of practice and corporate annual reports from Australia, New Zealand and the United Kingdom are sampled. Extracts from the sampled texts are collected and analysed. These extracts relate to eight aspects of corporate governance (including incentive schemes and performance measures). Findings: Public discourse on corporate governance is consistent with both Corporate Logic and Investor Logic. Investor Logic is more deeply embedded in the sampled codes of practice than Corporate Logic; whereas both logics are deeply embedded in the sampled corporate annual reports. Theoretical implications: Despite Corporate Logic and Investor Logic have opposing assumptions about human behaviour and implications for corporate governance, these logics appear to have merged into a new institutional logic. Paper Type: Empirical.