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Corporate Governance in an MNC: Towards the View of Culturally
Determined Agency
Research Article
1/13Copyright © All rights are reserved by Szymon Kaczmarek.
Volume - 1 Issue - 2
Szymon Kaczmarek*Department of Business and Law, De Montfort
University, UK
*Corresponding author: Szymon Kaczmarek, Department of Business
and Law, De Montfort University, UK
Submission: May 16, 2018; Published: June 19, 2018
Abstract
This study is positioned to contribute to the subject area of
corporate governance in multi-national corporations (MNCs), which
represents a substantial void in the literature both on corporate
governance and international business. The new theoretical
proposition of culturally determined agency is suggested. It builds
on the recently put forward behavioural theory of corporate
governance. This novel theoretical lens in corporate governance
merges the under-socialized agency theory, as the dominant
institutional logic in corporate governance of domestic firms, and
the behavioural theory of the firm, which is probably the only
theory of the firm that explicitly treats firms as complex social
systems. Finally, three exemplifications of application of this new
theoretical construct of culturally determined agency to the
analysis of contemporaneous business issues in MNCs are briefly
discussed: meta-national governance, use of expatriates, as well as
knowledge and innovation management.
Keywords: Agency theory; Culture; Multinational Corporation;
Power/Politics
IntroductionThe financial crisis that erupted and infected the
world econ-
omy in the years of 2007 and 2008 has sparked vigorous debates
about the social order, problems of allocation of scarce resources,
and the lack of distributive justice in wealth-distribution across
different societal groups. This leads to an increasingly widening
gap between the elitist and poorest strata of the society. Implicit
to this discourse are the phenomena of power in social
relationships and politics that are played out not only in
societies, but also in large corporations, and especially the
multi- national corporations (MNCs).
Such entities generate financial streams of the magnitude that
often exceed the Gross Domestic Products (GDP) of the small-sized,
albeit well-developed, national economic systems (e.g., Walmart’s
or Exxon Mobil’s revenues exceed the GDP of Turkey or Austria;
Rugman et al. [1]). The current degree of internationalization of
businesses, and the high volume of international trade and
ex-change have led to the situation, where MNCs at different
manage-rial levels have commenced resembling ‘transnational
societies in miniature’, with increasingly international and
diverse manageri-al teams and task groups (Beck, 2008: 797), [2].
At the same time, there have been voices articulated in the
international business scholarship that the field suffers from the
lack of a big research question that would serve as a catalyst for
its development [3]. Yet, there is a substantial void in the
international business literature: the problem of corporate
governance in MNCs [4-9]. Therefore, in
an attempt to start addressing that gap, the theoretical framing
that I adopt in this paper is corporate governance in MNCs.
I build on the recently suggested theoretical proposition of the
behavioural theory of corporate governance [10]. It merges the
under-socialised agency theory [11-14] with the behavioural the-ory
of the firm. The former represents a main institutional logic
informing corporate governance of domestic firms, whereas the
behavioural theory of the firm treats companies as complex social
systems and arenas of organisational politics in a comparatively
most explicit way [15-17].
In devising my theoretical proposition, I recognise the
phenom-enon of culture as a distinctive feature of MNCs, which
differenti-ates them from their domestic counterparts. It is
equally specific for the entire area of international business
research and makes it a separate field of study within managerial
science [18,19]. The new theoretical construct of culturally
determined agency is to serve as an analytical tool that will allow
for the rigorous scrutiny of the socio-cognitive processes of the
perceived individual agency for-mation at the interface of
boardrooms across the two governance levels in MNCs, i.e. at the
parent- and subsidiary-level.
Finally, I discuss the three exemplifications of the application
of this theoretical construct to the study of important
contemporane-ous topics in MNC governance and management of high
relevance for the business practice.
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2/13How to cite this article: Szymon Kaczmarek . Corporate
Governance in an MNC: Towards the View of Culturally Determined
Agency. COJ Rev & Res. 1(2). COJRR.000507.2018. DOI:
10.31031/COJRR.2018.01.000507
Volume - 1 Issue - 2
The paper is structured as follows. In the next section, I
provide the theoretical foundations for researching governance in
MNCs. Next, I discuss the predictions of the agency theory,
behavioural theory of corporate governance, and ultimately come up
with the proposition of the new theoretical construct of the
culturally de-termined agency. The third section contains a brief
presentation and discussion of three exemplifications of
application of this new theoretical construct to the analysis of
contemporaneous business issues in MNCs. The final section
comprises concluding remarks.
Corporate governance in an MNC
An MNC represents a traditionally conceived for-profit
stock-ex-change listed organization, and hence its long-term
objectives are no different to the domestic firms. Therefore, the
principles of cor-porate governance are equally applicable to an
MNC. Since the UK Cadbury Committee [20] corporate governance
movement evolved into practically an autonomous field of study
within managerial science and grapples with ways of directing and
controlling com-panies to the benefit of their stakeholders.
However, the specificity of governance in MNCs is that it is
subject to additional influences of culture and institutions of
countries, in which its operations are located. This adds further
layers of complexity to the analysis of the governance systems in
MNCs as compared to their domestic coun-terparts. As a result,
corporate governance in MNCs represents a relatively unchartered
territory in terms of academic contributions [6,7,9,11,21-24].
Among the corporate governance mechanisms , scholars have been
paying particular attention to a board of directors. It rep-resents
an internal institutional mechanism of shareholders’ in-direct
control over company management. Board structures vary between
countries due to their different legal and socio-economic legacies
and path-dependencies. Accordingly, we can distinguish between
Anglo-Saxon (common law) and countries in continental Europe
together with for instance Japan (civil law), which is
char-acterized by the stock market and relational/welfare
capitalism, re-spectively. In the former case, companies typically
install one-tier/monistic boards, where differently contractually
obliged non-exec-utive and executive directors meet to form a
single collegial body at the apex of organizational hierarchies. In
the latter variant, there typically occur two-tier boards with a
separate executive segment in the form of a management board and a
non-executive segment construed as a supervisory board
[6,11,21,24-26].
Regardless of the ultimate board structure, the most crucial
aspect of this governance mechanism is derived from the fact that
the contractual scripts for particular board roles determine a
chain of accountabilities, and hence power distribution, among
them. So, the CEO and other executive directors are accountable to
the Chairman of the board (provided that it is a non-executive
func-tion) and other non-executive directors. The non-executive
direc-tors are in turn accountable to shareholders, who, if it is
an insti-tutional shareholding, are further accountable to their
clients and
their own shareholders, if such an institutional investor
represents a stock-exchange listed company itself [27-30]. Such a
configura-tion of accountabilities and power distribution among the
main corporate actors, in the sense of their responsibilities for
the deci-sion-making process, sounds complex. Furthermore, their
implica-tions and consequences cascade down the organization, and
have direct influence on the strategy-making process, which
determines the long-term direction of company development. This is
so, even if this complex set of relationships describes only a
domestic compa-ny and not an MNC.
The picture becomes much more complicated, when we add multiple
foreign subsidiaries with their own boards of directors, and even
more so, when those subsidiaries are listed on the stock exchanges,
and hence have their own shareholders. As a result, we have
separate circuits of configurations of accountabilities for an MNC
headquarters and for its all pertinent subsidiaries. Luo [6,7]
refer to them as the 1st tier and 2nd tier governance,
respectively. The extant academic research recognizes the
importance of the head-quarters-subsidiary relationships for the
overall successful gover-nance of an MNC e.g. [4-9,19]. However
there has been a paucity of especially empirical research that
would examine the interface and interactions between the
headquarters’ and subsidiary boards in an MNC. The existing
contributions were largely confined to either the 1st- e.g., [31]
or 2nd tier e.g., [32] governance only.
One conceivable explanation for this substantial void in both
international business and corporate governance literature is the
difficulty involved in rigorous conceptualization of this complex
set of relationships at both governance levels, and especially at
the interface between them in the MNC. Drawing from the dominant
institutional logic in the Anglo- Saxon corporate governance
sys-tem, i.e. the agency theory, we need to recognize that such a
chain of accountabilities in an MNC, involving both headquarters’
and subsidiary boards, de facto constitutes an agency framework
with multiple layers of agency relationships [6,7,11,21].
Accordingly, for instance non- executive directors on the
subsidiary board are, in addition to their accountability to the
subsidiary shareholders, also accountable to both executive and
non-executive directors on the headquarters’ board, and indirectly
to the headquarters’ share-holders. So, they act as principals
towards the executives on the subsidiary board, and as agents in
relation to all aforementioned board members at the headquarters
level as well as indirectly to the headquarters’ shareholders.
There are many conceivable com-binations of the agency
relationships between different corporate actors at both
headquarters’ and subsidiary governance levels. However, I have
illustrated just one case for the subsidiary non-ex-ecutive
directors as a matter of depicting the complexity in-built in
governance structures in MNCs. Nevertheless, such an exercise could
be carried out for other board members and/or shareholders at
either of the governance levels in the MNCs. The MNC two
gov-ernance levels together with the chains of accountabilities in
the boardroom are illustrated in Figure 1.
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Governance in an MNC: Towards the View of Culturally Determined
Agency. COJ Rev & Res. 1(2). COJRR.000507.2018. DOI:
10.31031/COJRR.2018.01.000507
COJ Rev & Res
Copyright © Szymon Kaczmarek
Volume - 1 Issue - 2
Figure 1: An illustration of multiple layers of agency at two
governance levels in an MNC.
A new theoretical proposition: A view of culturally de-termined
agency
There have been repeated calls in the academic literature to
increase the theoretical pluralism in the international business
re-search, and hence adopt multi-theoretical perspectives. In
recog-nition of this opportunity, scholars have documented a
substantial degree of infiltration of the international business
research by the paradigmatic framework of the strategic management
literature, i.e. the resource-based view of the firm, in the last
two decades of international business scholarship. This Penrosean
perspective [33] allows researchers to disentangle the nature of
the firm-spe-cific advantage (FSA) that MNCs transfer across
borders in terms of their resources and capabilities. It also helps
identify the challenges ahead of MNCs that are inherent to the
balancing act of responding to countervailing pressures resulting
from enacting global integra-tion, while maintaining a sufficient
level of local responsiveness. This framework of global integration
versus local responsiveness has in the meantime become the core
analytical tool for scrutiny of the MNC operations, viewed through
the lens of the firm interna-tionalization strategy
[1,8,34,35].
As discussed earlier, there is a dearth of academic research on
the governance models and processes in MNCs in the international
business field coupled with under-utilization of the agency theory
in this type of research endeavour. Given the prominence that the
agency perspective has gained in studies on corporate governance of
domestic firms, scholars duly recognize the research potential that
can be triggered and realized by the adoption of this theoreti-cal
lens in studies on corporate governance in MNCs [4-7,9].
Agency theory as a dominant institutional logic in cor-porate
governance
Contributors to the scholarship based on the institutional
the-
ory stipulate that organizations tend to exhibit a high degree
of in-stitutional isomorphism in terms of design and enactment of
orga-nizational hierarchies and architectures. This is in pursuit
of social legitimacy for their existence and functioning, while
maintaining a reasonable level of technical efficiency [36-38].
Such institutional uniformity implies the existence of the dominant
institutional logic, which informs both the academic research and
the work of regula-tors. Its findings are then translated into
managerial practice. The role of such a theoretical leitmotif in
the area of corporate gover-nance in the Anglo- Saxon capitalism
has been played by the agency theory. It has been so since the
revival of interest in the new institu-tional economics (NIE) in
the mid-1970s, marked by Williamson’s (1975) contribution on
markets and hierarchies [12-14].
Taxonomically, the agency theory belongs to the research stream
of NIE. It regards the notion of contract as the main analyt-ical
tool to explain market mechanisms. This is in opposition to the
neoclassical economics, which concentrates on price as a solution,
based on which market clearances occur [39]. As Eisenhardt [40]
duly elucidates, there are two main streams of scholarly work on
the agency theory. What the corporate governance researchers
typ-ically use is the Positive Agency Theory (PAT). A more
mathemat-ically advanced principal-agent framework, which mainly
focuses on problems of the agent’s incentive alignment, represents
the lat-ter research strand. The limited rigour in applications of
the agen-cy theory predictions to the analysis of the corporate
governance phenomena has led to the situation, where the agency
theory has become practically synonymous with all deficiencies of
the corpo-rate governance scholarship e.g., [27,28,41-44].
In the stock-exchange listed company, we have to do with de
fac-to separation of ownership and control. PAT suggests dividing
the decision- making process into two main components. The first
one is the decision management, including decision initiation and
im-
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4/13How to cite this article: Szymon Kaczmarek . Corporate
Governance in an MNC: Towards the View of Culturally Determined
Agency. COJ Rev & Res. 1(2). COJRR.000507.2018. DOI:
10.31031/COJRR.2018.01.000507
Volume - 1 Issue - 2
plementation, for which company executives are responsible. The
latter is the decision control, encompassing decision ratification
and monitoring. It is supposed to be enacted either by
sharehold-ers directly (e.g., through voting at the AGM), or
indirectly through the board of directors, the significant part of
which is meant to be composed of independent, non- executive
directors. This last ele-ment of the depicted governance structure,
i.e. a significant fraction of independent, non-executive directors
on the board, has become symbolically synonymous with what
corporate governance ar-rangements should be, based on the agency
theory logic. However, such a limited view has largely ignored the
other elements of the corporate jigsaw [12-14,25,40].
The principal-agent framework in PAT is probably best
illus-trated with a shareholder- manager dyad. The former, as
capital owners, hire the latter, who possess the specialist
knowledge and managerial skills that the shareholders do not have
themselves. This classic agency situation is characterized by
information asym-metry, in favour of management, which supports
their power po-tential in this bargaining game over the
distribution of the ex-post quasi-rents. Moreover, since managers,
unless the performance-re-lated executive pay contingency is
applied, are not capital owners, they may have higher proclivity
towards risk-taking, compared with shareholders, who are the
residual risk bearers. From this de-scription, it becomes apparent
that the agency situation is de facto underpinned by a certain
power distribution, which leads to orga-nizational politics and can
be easily depicted as a bargaining game between these two corporate
actors. This means that sharehold-ers, as principals, endeavour to
install safeguards in the corporate governance system that are
intended to curb potential managerial self-serving behavior. It can
take a form of shirking or unjustified empire-building and is
formally encapsulated in PAT with the no-tion of the ex-ante risk
of adverse selection and the ex-post risk of moral hazard
[12-14,40,45].
PAT predictions, as a dominant theoretical lens in the field of
corporate governance, have been widely translated into managerial
practice. This process was accompanied by the intense regulatory
work, taking a form of principle-based governance codes, such as
the UK Corporate Governance Code (2014), which predominantly drew
from PAT suggestions. Examples of such recommended insti-tutional
arrangements included the establishment of boards with the
substantial representation of non-executive directors,
perfor-mance-related executive pay contingency, or avoidance of the
CEO duality, i.e. the situation, where the same person is both the
CEO and Chairman of the board.
Yet, immediately after the inception of the corporate
gover-nance movement in 1992, which across the world is
symbolically associated with the proceedings of the UK Cadbury
Committee, critical voices concerning the explanatory power of PAT
started to be raised. Equally symbolic in this respect was [46]
call for un-veiling the boardroom reality and increasing the
realism of context in corporate governance research. This sparked a
number of con-tributions invoking greater theoretical pluralism and
adoption of multi-theoretical perspectives, as well as in its most
radical form
‘dismantling the fortress of the agency theory’
[27,28,41,42,44]. Ghoshal’s [47] assertion that bad theories
destroy good managerial practice has become almost a canonical
argument that PAT critics have been articulating.
In this work, I adopt the stance of a PAT apologist. However, I
ad-mit that some criticism of this theory is justified and
well-ground-ed, such as the line of PAT criticism that accentuates
that PAT rep-resents a strongly under-socialized perspective
[9-11,43]. Implicit to this statement is the recognition that board
proceedings do not unfold in the social vacuum. On the contrary,
board members act in the boardroom in strong connection with the
role and social iden-tities that they bring with themselves. They
indulge with certain behavioural strategies and tactics, which PAT
leaves not described, whereas other theories can account for them
[10,18,43,48,49]. This creates scope for a fruitful theoretical
hybridization between PAT and the behavioural view of the firm in
the form of the behavioural theory of corporate governance [10].
Such a theoretical hybridiza-tion can generate additional
insightful predictions, and thereby increase the realism of context
in corporate governance studies, without unduly compromising the
generalisability qualities of PAT.
Socially Situated and Socially Constituted Agency
The behavioural view of corporate governance is derived from the
behavioural view of the firm, which arguably rests on more
re-alistic assumptions than the economics-rooted PAT with regard to
the heuristics of managerial action. In addition to the bounded
ra-tionality condition, the principle of satisfying and the
assumption on routinisation in the decision-making process, the
behavioural view treats organizations as complex social systems.
They con-stitute venues of power battles among the coalitions of
corporate actors realizing often conflicting goal agendas
[15-17,50,51]. It is therefore probably the most explicit about the
existence of phe-nomena of power and politics in the corporate
settings among all theories of the firm.
Westphal [10], in their recently published work, suggest
enrich-ing the under-socialized agency perspective with the
predictions of the behavioural theory of the firm. They refer to
this cross-theo-retical hybridization as the behavioural theory of
corporate gover-nance. Within that framework, they distinguish two
main mecha-nisms that impact on behaviour and actions of actors
involved in governance processes in corporations, i.e. the socially
situated and socially constituted agency.
PAT, as an under-socialized and actor-centric theory,
concen-trates on examining patterns, according to which individuals
vol-untarily, however rationally, realise their own goal agendas.
They are motivated by self-interest and differential personal risk
pref-erences, as well as are subject to informational and incentive
con-straints. In effect, PAT governance mechanisms tend to be
formal in nature. They take a form of either incentives for
managers as agents or means of monitoring/controlling them. They
are construed to provide safeguards against such actions of
managers, who driven by their self-interest may be potentially
deviating from the desired organizational and/or societal outcomes.
This unfolds by aligning
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Governance in an MNC: Towards the View of Culturally Determined
Agency. COJ Rev & Res. 1(2). COJRR.000507.2018. DOI:
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managerial interests with those of shareholders or disciplining
managers as agents [12,14,40].
Westphal [10] infuse the agency relationships with the social
context. They emphasize that corporate leaders do not operate in
the social vacuum. On the contrary, they act in the socially
con-structed and interpreted reality. In the methodological sense,
they enrich the heuristics of the individual human action in
corporate governance, as posited in PAT, with the social fabric of
norms, val-ues and beliefs, and point towards the socio-cognitive
processes as actual frames, within which particular board members
enact their decision-making processes. In other words, in this
cross-theoretical framework, [10] conceive the missing link between
the macro-social explanations of well-functioning corporate
governance practice, as offered by the economics-rooted PAT, and
the micro-behaviour that is most likely to actually unfold in the
boardroom reality.
The term ‘socially situated’ is thought of in recognition of the
fact that in any given situation individuals are enmeshed in a set
of social relationships, networks, as well as institutions, which
have influence on their perceived individual agency (e.g., a
manager be-ing accountable to non-executive directors directly, and
to share-holders indirectly). Therefore, they represent crucial
contingencies that ultimately shape the behaviour of individuals.
The notion ‘so-cially constituted’, in turn, is conceived to
capture a deeper kind of influence of the social context on the
perception of the individu-al agency than it is the case with the
socially situated agency. This concept emphasizes ways in which
individuals’ socialization into performance of their particular
roles (e.g., as a manager, a Chair-man, a non-executive director),
as well as their cumulative personal experiences to date, determine
what they regard as possible or re-alistic in a given situation.
The perceived individual agency, shaped through these processes,
ultimately precipitates in a specific so-cio-cognitive orientation
that particular board members adopt in their socially constructed
boardroom reality [10].
There have emerged an entire stream of empirical research,
which, even if it does not fully explain the theoretical rationale
of the suggested behavioural theory of corporate governance,
explic-itly examines the socio-cognitive processes and behavioural
tactics that are likely to unfold in the boardroom reality. They
act as contin-gencies that shape decision-making processes by
particular board members. For example, Westphal [52,53] predicts
the likely board outcomes as a result of competition and
collaboration between the CEO and non-executive directors in the
boardroom. [54] research pluralistic ignorance on boards. Westphal
et al. [55] scrutinize fa-vour rendering, ingratiation tactics and
norms of reciprocity. West-phal et al. [56] analyze the processes
of symbolic and impression management, together with
organizational/ institutional decou-pling. Finally, Westphal et al.
[57,58] look at the social distancing tactics as a means of
disciplining and/or demonstrating ostracism towards those minority
coalitions, which step out of the line dic-tated by the dominant
board fraction. Culturally determined agency
The notions of social situatedness and constitution [10],
fall
close to Bourdieu’s [59] concept of habitus. He coined it in
elab-orating on his view of power as internalized constraints. His
per-spective is methodologically akin to the conceptualizations of
pow-er by Lukes [60] and Foucalt [61], who regarded it as a
ubiquitous abstract and subtle force that is impacting on
individuals in such a way that they actually act as their own
over-seers. They discipline themselves and the existing social
relationships thus arise as the natural order. These arguments
suggest that the individual agen-cy as perceived by particular
social actors is de facto socially con-structed, whereby this
process is hugely influenced by the position of a given actor in
the existing structure of social relationships.
In corporate governance of domestic firms, the socio-cognitive
processes that shape board members’ perception of their individ-ual
agency are described in the aforementioned contributions by James
Westphal e.g., [52,53,56,58]. However, such developments can also
occur on MNCs’ boards. There is one characteristic, though, which
makes corporate governance in MNCs distinctively different from
corporate governance in their domestic counterparts. This is the
phenomenon of culture and cultural differences between nation
states. It is also the distinctive feature of the entire
international business research, and hence we have it as a separate
field of study in management science [3,18,62].
Figure 2: A model of culturally determined agency.
Without drilling deeply into intricacies of accountability
chains on boards within the MNC headquarters and within its foreign
subsidiaries separately, I therefore propose the view of culturally
determined agency. The notion is to capture the socio-cognitive
processes that particular board members in a given foreign
subsid-iary and their counterparts in the MNC headquarters are
exposed to, being located at the interface of [6,7] 1st- and
2nd-tier gover-nance. I suggest this view as a specific and
distinctive feature of the corporate governance in MNCs. It
incorporates cultural influences on the processes of social
construction of the perceived individual agencies by particular
board members at both governance levels and constitutes a
significant portion of the overall variance of all types of impact
factors on these processes. This reasoning is sum-marised in Figure
2.
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Governance in an MNC: Towards the View of Culturally Determined
Agency. COJ Rev & Res. 1(2). COJRR.000507.2018. DOI:
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Volume - 1 Issue - 2
Why do I use the word determined, rather than situated or
con-stituted, as Westphal et al. [10] do? The reason is that the
cultural influences are slightly ontologically different than those
primary socio-cognitive processes that [10] describe. First of all,
the fact of the sheer existence of the cultural differences does
not necessarily mean that they are triggered or activated in terms
of their relevant impact on processes of shaping the agency
perception at the inter-face of boardrooms at two governance levels
in MNCs. For example, as Lau et al. [63] and Chrobot-Mason et al.
[64] demonstrate for the notion of faultlines in the group
effectiveness literature, such with-in-unit fractures can exist,
and yet remain dormant, if they do not have cognitive
task-relevance for the team proceedings. Therefore, one should not
assume that the existence of cultural differences be-tween the MNC
headquarters and subsidiary boards is automatical-ly translated
into their material impact on the agency relationships. Second, in
connection with the first argument, one cannot pre-de-termine the
quality of this impact of cultural differences on agency
relationships. The negative influence does indeed seem to be more
likely than the positive impact from the point of view that
cultural differences are deeply ingrained in human beings’
mindsets, po-tentially encompassing not only the cognitive and
affective sphere, but also language and value systems [65-67].
However on the other hand, in the scenario, when the MNC
headquarters and the foreign subsidiary in question are located in
culturally related countries, such as Germany and Austria, which
share the language and belong to the same Germanic cultural zone as
distinguished by Ronen et al. [68] the odds are that the impact of
cultural differences on agen-cy relationships can be neutral.
However, one cannot preclude the positive effects, either. This
observation brings us to the point that the quality and magnitude
of impact of cultural influences on the agency relationships at the
interface between boardrooms at two governance levels will be
highly contingent on the size of cultur-al distance between the
country of the MNC headquarters and the country where a given
foreign subsidiary is located [69,70]. Finally, referring back to
Bourdieu’s [59] notion of habitus, cultural differ-ences and their
bearing for the agency relationships across levels of governance in
MNCs mainly result from the different geographical locations of the
MNC headquarters and a given foreign subsidiary. This implies
substantial structural determinacy, however, does not preclude some
amount of behavioural voluntarism on the part of the corporate
actors involved. For example, there exists such a the-oretical
possibility, where subsidiary executive and non-executive directors
may resemble more intrinsically ‘good’ stewards of the entire MNC
organisation, as described in the stewardship theory e.g., [71],
rather than the self-interested and opportunistic agents, despite
the existing cultural differences. Ultimately, this argument comes
back to the point that cultural influences on the agency
re-lationships in the MNC corporate governance are ontologically
secondary to the processes of social situatedness and constitution
[10].
Another question that may be posed is why I utilize the notion
of culture rather than the concept of an institution, which covers
a wider spectrum of phenomena than culture with regard to the
setting of a given foreign country? The advances in the
contextual-ization of the international business research, such as
in the form of more accurate operationalization of the country of
origin and the host country effects than before, were possible
thanks to the de-velopment of the international comparative
institutional theory. It stipulates that the development of
idiosyncratic national manage-ment systems in different countries
represents a largely path-de-pendent process, which is shaped by
the legacy and interplay of political, economic and social
institutions e.g., Kostova [72]. In this vein, the institutional
theorists suggested the term of institution-al distance as opposed
to cultural distance, which is construed as a measure of
cross-country differences in terms of the MNC home country and host
country institutional contexts. It captures the de-gree of
similarity or dissimilarity between the regulatory, cognitive and
normative institutions of the two compared countries [69]. Kostova
[72] elucidated that the cognitive and normative dimen-sions of the
country institutional contexts are conceptually not far from
culture, whereas regulatory aspects are. This is exactly the
reason, for which I believe that the term culturally determined
will be more appropriate than the phrase institutionally
determined. The regulatory aspects of the agency relationships are
typically regularized in the contractual agreements specifying
particular board roles. So, this would result in a degree of
overlap between the contracts as such and the discussed additional
influences on the perception of individual agency by particular
board members. In addition, the term culture is conceptually much
closer than the notion of an institution to human mindset, i.e. our
cognitive, affec-tive, linguistic and value system spheres [65-67].
And they are ac-tually most relevant for the socio-cognitive
processes arising from differences in mindsets among the involved
corporate actors. So, coining the phrase culturally determined
rather than institutionally determined more accurately reflects the
actual phenomena that are intended to be captured with that
phrase.
International business scholars also indicate that the classic
framework of global integration as opposed to local responsiveness
still holds a great potential for new findings and insights,
especial-ly with regard to its second dimension. In particular,
Meyer et al. [62] suggested a phrase of multiple embeddedness. It
is construed to account for the multiplicity of local contexts that
an MNC in its most developed form, i.e. present in a number of
countries, has to internalize. In consequence of such high breadth
of international-ization, the MNC headquarters will have to grapple
with a number of variants of culturally determined agencies between
the head-quarters and the whole spectrum of foreign subsidiaries.
Those agencies will predominantly differ in terms of intensity of
cultural influences, depending on the magnitude of cultural
distance. Such a scenario reflects how complex and intricate the
task of the MNC governance can become. This is likely to lead to
the Penrosean ef-fect, i.e. resource constraints, in this example
mainly in terms of the headquarters’ boards’ cognitive and cultural
awareness potential. It will be expressed in a limited capability
of managing increasing complexity from each increment of added
cultural distance aris-ing from each expansion to a new country
[73]. Moreover, in the
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spirit of the predictions of the Scandinavian school of
international management of incremental internationalization
[74,75] one has to recognise that the most profound managerial
challenges crop up from internationalization moves into culturally
distant countries. For example, those into new, culturally
unrelated zones, e.g. from the Anglo to the Arab cultural zone in
Ronen et al. [68] nomencla-ture, or from the North American Free
Trade Association (NAFTA) to Japan/ the Association of Southeast
Asian Nations (ASEAN) countries (between two of the three main
economic systems in the triad/regionalisation view of the
internationalisation of the world economy; [1,35,76]. The academic
literature documents the likely organizational antecedents and
consequences of internationaliza-tion in big leaps in terms of, for
instance, TMT composition and the incidence of foreign nationals on
TMTs. This is construed as a means of increasing the cognitive and
cross-cultural awareness on this MNC key decision-making body for
the TMT to be able to navi-gate through complex and uncertain
foreign territories e.g., Barke-ma et al. [77] Barkema et al. [78]
Finally, the increased appreciation of the local context sheds new
light on the governance challenges that foreign subsidiaries are
confronted with. In pursuit of social legitimacy in their countries
of operations [79] subsidiaries have to emit credible messages to
local communities of business practice and opinion leaders, such as
local shareholders, customers, sup-pliers, governments, regional
self-governments, universities. How-ever, at the same time, foreign
subsidiaries have to maintain their allegiance to the MNC
headquarters, and comply with the MNC pol-icies, its adopted
business model and organizational culture. This is necessary in
order to uphold the MNC headquarters’ internal legitimacy, or in
other words the MNC-issued license, for their op-erations. This
situation of foreign subsidiaries being subject to two, conceivably
often countervailing, pressures originating from their embeddedness
in the local environment and their allegiance to the MNC
hierarchical authority is referred to as dual embeddedness
[62,80,81]. The corollary of the strong impact of the local milieu
on the foreign subsidiary management is that this force will act as
a catalyst activating cultural differences at the boardroom
interface between the two governance levels, i.e. the MNC
headquarters and a given foreign subsidiary. This will result in
such socio-cognitive formation of individual agency perceptions
that will aggravate MNC governance challenges and problems, which
ultimately will be translated into increased agency costs. In sum,
the dual embedded-ness condition underscores the argument that
cultural influences on the agency relationship are more likely to
be negative rather than positive from the point of view of their
impact on the overall MNC governance effectiveness.
This view of cultural differences having exacerbating influence
on the governance hazards in MNCs that are somewhat in-built in the
agency relationships tends to dominate in the academic litera-ture
to date. The agency problems arising from cross-border sepa-ration
of a principal and agent are assumed to magnify the informa-tion
asymmetry condition, in the sense that the foreign subsidiary
management as an agent becomes an even more informed party than the
MNC headquarters as a principal. The local and specialist
knowledge with regard to the local environment, in which a given
subsidiary is embedded, in terms of the legal, regulatory and
nor-mative institutions, as well as culture, are often beyond the
reach for the MNC headquarters management from the confines of
their frequently culturally distant location. This condition of
informa-tion asymmetry further reduces the task programmability,
agent behaviour observability, and ultimately raises causal
ambiguity of the agent’s managerial action. Accordingly, the scores
for the crite-ria, based on which we infer the agency costs of
managing far-flung cross-border operations, are likely to increase
[6,7,23,37,82-84]. So, according to this theoretical reasoning, the
organizational poli-tics in MNCs at the interface of boardrooms at
the two governance levels, the MNC headquarters and a given foreign
subsidiary, put the foreign subsidiary management as an agent more
on par with the principal, the MNC headquarters, compared with the
governance of domestic firms. However, given that there exist
theoretical pos-sibilities for cultural influences not to have a
negative impact on the agency relationships across governance
levels in MNCs, such as when the cultural distance is low, my
theoretical proposition is more moderate than the presented view of
predominantly exacer-bating influence of cultural differences on
the agency relationships in MNCs. Nevertheless, the common
denominator of both stand-points on the subject matter is the
recognition that the specifici-ty of the MNC governance, similar to
the specificity of the entire field of international business, is
attributable to the phenomenon of culture. In this spirit, as well
as in appreciation of the explanatory potential of the behavioural
theory of corporate governance, which draws from the research
traditions of PAT and the behavioural view of the firm, I propose a
view of culturally determined agency. This notion is construed as a
descriptor of the factual governance set-ting that occurs at the
boardroom interface across two governance levels in MNCs.
Proposition 1: In an MNC the relationship between the 1st- and
2nd-tier governance is framed with the notion of the culturally
de-termined agency.
Proposition 2: The culturally determined agency stipulates that
the cultural influences on the processes of social construction of
the perceived individual agencies by particular board members at
both governance levels in an MNC constitute a significant portion
of the overall variance of all types of factors influencing these
processes.
Exemplifications of Application to International Busi-ness
Research
Buckley et al. [3] were warning the academic community that the
international business field suffers from the lack of a big
re-search question that would drive it forward. At the same time,
there is such a big literature void as corporate governance in
MNCs, which touches upon the ultimate raison d’etre of MNCs.
Moreover, recent contributions to the international business field
discover and report new phenomena that occur in the organization of
MNCs, which re-quire new and/or better scholarly explanations. For
example, MNCs do not cease to compete for managerial talent. In
addition, there is notable scarcity of engineering cadre in the US,
which is pivotal for
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Volume - 1 Issue - 2
maintaining high quality R&D departments that have been
tradi-tionally identified as key in terms of developing a
transferable FSA by the MNC [4,85,86]. Radical innovations in
electronics as well as information and communication technologies
have profoundly im-pacted on the viable business models, with
e-commerce creating an additional dimension for the cross-border
investments. As a result, we witness what scholars refer to as
‘fine-slicing’ of the value chain by MNCs. This leads to the
situation, where for instance a few sub-sidiaries located in one
country all share the same MNC mandate in terms of being
responsible for one particular activity located in the same stage
of the value chain, such as inbound or outbound logis-tics (Rugman,
Verbeke & Yuan, 2011: 257). In the similar vein, the new
approach to MNC governance, e.g., meta- national governance, was
suggested as a more appropriate organizational response to the
changing demands of international markets than the tradition-al
multi-divisional governance approach [87,88]. Finally, on the
theoretical front, a new envelope concept of bounded reliability
was coined, which allows for more comprehensive accounting for
PAT-stipulated ex-post risk of moral hazard. In addition to the
pe-jorative texture inherent to Williamsonian concept of
opportunism that implies intentional deceit [89], it suggests the
mechanism of benevolent preference reversal, which is not
negatively value-laden and is meant to signify good faith
re-prioritization on the part of subsidiary managers [35,90]
Business practice can therefore be in many respects ahead of
scholarship, which is a corollary of rapid acceleration and
enor-mous dynamism in the development of and changes in
internation-al markets enabled by large-step technological
advancements in es-pecially the last two decades. Hence, the new
theoretical construct of culturally determined agency may not only
be utilized in studies on the MNC governance, but also in research
on other important as-pects of the MNC functioning. In the
following sub-sections, I briefly discuss three of such conceivable
applications.
Meta-national governance
Doz et al. (2001) suggest a new concept of meta-national
gover-nance as an arguably better alternative to the traditional
multi-di-visional form of governance in the face of an increasingly
dynamic and knowledge-based economy of today. This view implies
that knowledge is scattered around the world and hence the MNC
com-petitiveness predominantly hinges upon processes of knowledge
creation and management, which encompass knowledge
develop-ment/acquisition, absorption, diffusion and exploitation.
There-fore, it has become a strategic imperative for MNCs to
operate a flexible, sensitive and where needed flat organisational
structure that will facilitate knowledge exchange between the MNC
and its external environment. In lieu of the traditional structure
and man-agement processes between headquarters and subsidiaries, as
well as among subsidiaries, the meta-national governance view
sug-gests that MNCs of today need three distinct, albeit
inter-connected activity levels: sensing, mobilising, and
operations.
Sensing means proactive search for emerging knowledge and
innovations. Mobilising involves the use of the so-called
magnets, i.e. flexible and adaptable organisational forms, such as
virtual teams, which will enable effective translation of new
knowledge into innovative products or specific market
opportunities. Finally, operations are conceptually the closest to
the traditional multi-divi-sional form of governance, and the
operations divisions are tasked with a target of effectively and
efficiently bringing innovative solu-tions to market ahead of
competitors [88,89]. Although Verbeke et al. [88] do not find any
evidence that the meta-national approach to governance is likely to
be superior to the traditional multi-division-al form of
governance, we can still conclude that important modifi-cations to
the MNC structures are being repeatedly ventured today. They can
take a form of meta-national governance, fine-slicing of the value
chain [90,91], or off-shoring as a form of a cross-border value
chain disintermediation [85]. This has enormous implica-tions for
the accurate understanding of the demands of effective governance
in MNCs.
MNCs organisational structures change, however, one variable
stays the same, i.e. culture and cultural differences. That is why
we consider these developments in the international business field.
The strategic imperatives resulting from increased importance of
knowledge management processes are tipping the balance of pow-er
towards those subsidiaries that are most innovative and hence
critical for the success of the MNC entire value chain. The view of
culturally determined agency can then serve as a tool for
identify-ing ways, in which a workable modus operandi between the
mana-gerial elite of those critical subsidiaries and the MNC
headquarters’ board can be elaborated. First of all, the cultural
awareness related to the country or a number of countries, in which
those critical sub-sidiaries are located, can be developed on the
MNC headquarters board by introducing directors who hold
nationalities of the coun-tries in question. Alternatively this can
be achieved by launching extensive training programmes for the
domestic directors on the culture (s) of those relevant countries.
Second, training and staff-ing of domestic directors on boards of
those critical subsidiaries as expatriates can be considered.
Finally, the MNC headquarters can resort to such behavioural
tactics as favour rendering, ingratiation, or building
well-conceived norms of reciprocity.
Proposition 3: In meta-national governance of an MNC the no-tion
of culturally determined agency can explain ways in which the
critical subsidiaries can be identified and managed.
Use of expatriates
The academic literature documents that MNCs adopt a specif-ic
organisational response to the increases in their
international-isation posture. It consists in introducing
foreigners to the exec-utive and board ranks. Such moves are
intended to increase the cross-cultural awareness and sensitivity
among the members of the key decision-making bodies at the apex of
the MNCs’ hierarchies in order to facilitate the company navigation
in uncertain, complex, and often culturally distant countries. In
Gupta et al. [92] language this practice constitutes the MNCs’
well-grounded strategic impera-
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tive of embarking on ‘the quest for a global mindset’. It
represents a crucial strategic capability allowing MNCs to
appreciate the diversi-ty across cultures and markets, and
ultimately to synthesize across this diversity [93-95].
This technique of enhancing the TMTs and boards’ cognitive
potential with regard to cultural diversity issues also constitutes
probably the most rational response to the governance problems in
MNCs, as captured by the suggested view of the culturally
de-termined agency. Well-constructed boards comprising foreign
na-tionals from countries of the MNC’s operations at the level of
the parent-firm are more likely to alleviate and solve problems
result-ing from cultural differences as well as potential
misunderstand-ings due to such differences at the interface of
boardrooms across governance levels in MNCs. Boards uniformly
composed of only parent-country domestic directors may be less
capable of doing so. The situation turns more problematic, when we
consider the ques-tion of whether or not the MNC headquarters
should influence the composition of boards in its foreign
subsidiaries. This dilemma is probably best illustrated by the
notion of dual embeddedness, i.e. the subsidiary management being
subject to countervailing pres-sures resulting from their
embeddedness in the local milieu and their allegiance to the MNC
internal structures, policies, and organ-isational culture [62].
The presence of the subsidiary country na-tionals on the subsidiary
board may seem to be a rational corollary of the need for
establishing its social legitimacy in relation to the lo-cal
communities of business practice and regulatory environment/bodies
[79]. However, MNC parents have to then weigh pros and cons of
enacting a proactive approach of ensuring that the pursuit of the
efforts legitimising subsidiaries to their local stakeholders do
not unfold at the expense of the well-conceived interest of the MNC
as a whole.
One possible solution is to install parent-country nationals on
the subsidiary boards as a governance safeguard against moral
hazards on the part of the subsidiary management. There is
evi-dence in the academic literature that the policy of staffing
foreign operations at different managerial levels with expatriates
can be effective, however it is typically an expensive practice
[96]. This is because expatriates, before they commence their
internation-al assignments, need to undergo extensive
cross-cultural training so that their psychological adjustment to
living and working in a different culture is maximally facilitated
and eased. Moreover, they also need to be incentivised to want to
leave their home country and live abroad for a substantial period
of time. This means that the relocation schemes offered represent
another significant cost component of enacting the policy of
staffing foreign subsidiaries with expatriates.
So, the view of culturally determined agency can serve as a
theoretical vantage point for studies undertaking an economic
cost-benefit appraisal of the policy of using expatriates. This can
be done in comparison with alternative options, such as winning the
loyalty of the subsidiary management by the parent-company with the
fully transparent policies of resource allocation based on
the procedural justice principle within MNCs [97], organising
vir-tual teams involving participation of the board members from
both the MNC headquarters and subsidiaries, or calling into
existence an international advisory board as an auxiliary collegial
body for stat-utory boards, in the spirit of cross-cultural
capability enhancement on an organisation-wide basis.
Proposition 4: The view of culturally determined agency can
serve as a vantage point for the cost-benefit analysis of the
expatri-ate staffing policy in an MNC.
Knowledge and innovation management
The modern, knowledge-based economy, characterised by rap-id
information transfer and exchange, as well as extremely short-ened
product life-cycles, have enormously raised the bar for com-panies
with regard to generating and sustaining their competitive
advantages. The corollary of these developments is the necessity
for companies to organise their knowledge and innovation
man-agement processes in an extremely effective and efficient way.
In-deed, knowledge as a resource and innovation as a capability
have become the most critical and, at the same time, coveted
strategic capabilities, the possession of which endows a given
economic par-ty with power, and hence strong ability to influence
organisational politics. Therefore, in the international business
literature of today, there has been an increasing emphasis put on
implementing flexi-ble and adaptable organisation structures that
would allow MNCs to tap knowledge in different geographic
locations, because knowl-edge is increasingly scattered around. In
the similar vein, the sub-sidiary autonomy has to be seen in a new
light, in the sense that the subsidiary ability for
self-determination and self-government should not be strangled, if
a given subsidiary has mastered the ac-tivity that is pivotal for
the success of the MNC entire value chain. And even more so, if it
is able to generate reverse knowledge flows to the MNC parent and
other subsidiaries, based on the non-loca-tion bound competitive
advantage [19,35,76, 87,88,91,95,98,99].
The emphasis on knowledge and innovation as key strategic
capabilities is not new in the MNC studies. The very early accounts
on the subject matter have recognised and accentuated that the
non-location bound FSA, as the basis of the MNC establishment and
international expansion, is typically knowledge-based. It takes the
form of either the R&D expertise or the marketing know-how
[100,101]. What is important, however, is that knowledge-intensity
of the economy has further dramatically increased and there has
occurred a profound reversal of or rather an overall deep change in
the patterns of knowledge flows within the MNC’s structure. This
means that subsidiaries are increasingly able to generate a
non-location bound FSA of their own, and to transfer it either to
the MNC parent or other subsidiaries. In consequence, the pendulum
of power balance has a tendency to swing away from the corporate
core and the power scripts determined d’etre in contractual
agree-ments are not congruent with the de facto distribution of
power.
This factual state of affairs in the realm of MNCs leads to a
new strategic imperative in the MNC parent-subsidiary relations.
Mana-
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Volume - 1 Issue - 2
gerial dexterity of the MNC corporate elite is now reflected in
their ability to coordinate and manage the relationships with
subsidiar-ies and among subsidiaries without power or at least with
less pow-er than it used to be in the past. In such a setting, the
importance of the cross-cultural awareness and sensitivity on the
part of the MNC parent’s TMT and board of directors, as accentuated
in the view of culturally determined agency of the MNC governance,
further gains in salience and prominence. There is imaginably the
entire scope of socio-cognitive processes and behavioural tactics
that are likely to unfold at the interface of boardrooms at two
governance levels in MNCs that can be unveiled in well-designed and
well-conducted studies of MNC governance [102-110].
Proposition 5: The view of culturally determined agency can
ex-plain the socio-cognitive processes at the
headquarters-subsidiary interface as part of the knowledge and
innovation management in an MNC.
Conclusion
In this work, by considering the problems of MNC governance I
touch upon the raison d’etre of MNCs. There is a substantial void
in the literature on both corporate governance and international
business. Both these ample and rich research streams have greatly
developed over a few last decades, however somehow there is a
paucity of contributions that would address research questions that
arise at the interface of these fields of research. In recognition
of this opportunity for a contribution, I propose a novel
theoretical construct of the culturally determined agency. It draws
from the behavioural theory of corporate governance and allows for
the accommodation of the cultural factors in the analysis of the
governance practice. I also discuss the exemplifications of
potential applications of this theoretical concept to the
state-of-the-art topics of the MNC governance and management that
are of high managerial relevance. It is my hope that this
theoretical proposition can serve as a useful analytical tool for
scholars that will decide to explore this almost unchartered
research territory, or that it will at least provoke further
discussion and debate on this subject matter.
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