Role of Corporate Governance and its Effect on the Compliance to Corporate Social Responsibility in the Oil Exploration and Production Industry with Particular Reference to Saudi Arabian Context
Executive Summary
The rapidity of the economic development of a country, among other things, depends largely on a well governed corporate administration. It had always been a ticklish issue for the government and the policymakers to frame the corporate regulations in such a way it doesn’t harm the progress and the growth of the corporate entities and at the same time to protect the interests of the internal and external stakeholders. This situation has been worsened with the advent of economic globalisation and the free movement of trade and services across the world without barriers. This has enhanced the responsibility of the lawmakers to be more vigil and stringent on the activities of the corporate citizens so that there are no repetitions of mega corporate scandals like ‘Enron’. Globally several legislative and administrative requirements in the form of establishment of new accounting standards, requirements as to the detailed disclosures in financial statements and stricter enforcement of regulations on the securities exchanges have been prescribed to ensure that the governance of the corporate entities are maintained at levels that are beneficial to themselves as well as to the people dealing with such body corporate. In the interest of the stakeholders of the companies, the corporate governance had been in practice in the past though not publicly been debated and discussed about.
However ‘Corporate Governance’ has assumed a new dimension in the post ‘Enron’ and ‘Post Globalisation’ scenario as almost every major developed and developing nations ensure some sort of their indulgence in the promotion and protection thereof. Most of the European countries believe more in the participation of the corporation in community related issues and their understanding of corporate governance is related more towards complying with the social responsibilities rather than from the angle of the investors and institutions as distinct from UK or USA, where the objectives of the corporate governance are more pronounced towards the investor confidence. This paper presents the possible correlation between Corporate Governance (CG) and Corporate Social Responsibility (CSR) in general and a detailed report on the oil exploration and production industry with particular reference to the Saudi Arabian Context.
1.0 Introduction
“Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The corporate governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society”[1] Present day’s corporate entities operate in an environment in which the scrutiny of the operations of such entities by media, investing community and the public as a whole is intense. In addition several regulatory measures taken in the direction of corporate governance also have their influence in the operations of the firms. The regulatory environment has been made more stringent and constrained due to the financial scandals of recent years. Increased public and stakeholder concern about the impact of the social and environmental issues on the business practices has forced companies to adhere to the stricter legislative measures. In fact such compliance has enabled the companies to reap larger benefits with respect to the legal, social and environmental risk management, improved organizational performance, enhanced relationship with stakeholders and the abilities of the companies to operate with the broader interests of the society in view.
As La Porta et al (2002) La Porta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny, “Investor Protection and Corporate Valuation,” Journal of Finance. Vol. LVII, No.3. June 2002 observe “Corporate Governance refers to the structures and processes for the direction and control of companies.” The establishment of relationships and their maintenance among the shareholders both controlling and minority, Board of Directors and other external stakeholders is entrusted to the phenomenon of corporate governance. As observed by Justin O’Brien in ‘Regulation and Corporate Governance in an Age of Scandal and Global Markets’ “In the aftermath of global corporate scandal, governance and regulatory reform can provide demonstrable substantive financial advantage while serving market and the wider public interest by restoring confidence”.[2]
Corporate Social Responsibility on the other hand deals with the application of ethical standards in treating the stakeholders in a manner which encompasses a social responsibility. There exist both internal and external stakeholders for a corporate entity. The definition of the present day stakeholders as used by the organizations like Organization for economic cooperation and development (OECD) and the World Bank for the purposes of corporate governance and social responsibility is much wider in scope than as mentioned in the ‘glossary’. Consequently the actions and efforts of the company being taken by them to fulfill their social responsibility obligations enhance their chances of strengthening the ties in the area of human relations with both the internal and external stakeholders.
Though the concept of corporate governance has got a better visibility due to the work of OECD, World Bank etc, it doesn’t fully encompass the principles of Corporate Social Responsibility (CSR). On the other hand CSR principles have not reached an advanced stage as that of the corporate governance, even though some momentum had been gained based on the contribution of Kings Committee and also the Cadbury committee. With this background this paper envisages presenting a detailed report on the corporate governance principles, their evolution in the EU and UK, the possible correlation between corporate governance and corporate social responsibility in general and an analysis of the presence of the corporate governance and corporate responsibility in the oil exploration and production industry with specific reference to the country of Saudi Arabia.
2.0 OECD Principles of Corporate Governance:
The Corporate Governance principles enunciated by the OECD can be regarded as a living instrument offering non binding standards and good practices as well as guidance for implementation which can be adapted to the specific circumstances of individual countries and regions says the OECD Paper (2004)[3] Having regard to the effectiveness of the principles, the Financial Stability Forum of the OECD has designated these principles as one of the twelve key standards that ensure sound financial system according to global standards. According to the OECD paper (2004) the “standards also underpin the corporate governance component of the World Bank/IMF Reports on the Observance of Standards and Codes (ROSC)”
2.1 Corporate Governance Principles:
The broad principles of corporate governance are enlisted below:
Ensuring the basis for an effective Corporate Governance Framework:
Under this head, promotion of efficient and most transparent markets that function within the legal framework, of the respective countries and the articulation of a proper division of responsibilities among various, authorities who govern the supervisory, regulatory and enforcement functions is the first basic principle of corporate governance advocated by the OECD.
The underlying principle here is that the corporate framework should be capable of aiding the overall economic growth and promoting the integrity and transparency of the market and thereby enhance the potential for the development of an efficient market.
The framework should create adequate incentives for the market participants to ensure growth. This principle also presupposes the enactment of suitable legislative provisions consistent with making the corporate governance practices transparent and it is also important that such regulations should be enforceable.
Further in order to serve the public interest the corporate governance framework should be able to articulate the relative responsibilities among the various authorities in a clear and concise way that leaves no un-ambiguity.
The Rights of Shareholders and Key Ownership Functions:
There should be enough strength in the corporate governance framework for the absolute protection and facilitation for the exercise by the shareholders of their rights. The basic shareholder rights should include the:
“Right to secure various modes of getting ownership registration
Right to convey or transfer the shares
Right to obtain relevant and material information on the corporation on a timely and regular basis
Right to participate and vote in shareholders general meeting
Right to elect and remove the members of the board and
Right to share in the profits of the corporation” (OECD Paper 2004)[4]
Moreover the shareholders should have the right for participation in the decision making process of any major changes in the overall corporate governance. There may be circumstances where there are arrangements of disproportionate voting rights being granted to certain class of shareholders. The framework should provide for a prompt and detailed disclosure of such disproportionate voting rights of shareholders properly. It is also important that the corporate governance framework should provide for adequate corporate control that ensures the functioning of the organizations in an efficient and transparent manner. In general the framework should facilitate the exercise of ownership by all the shareholders including the institutional investors.
The Equitable Treatment of Shareholders:
Another principle of corporate governance framework as laid down by OECD provides that the framework should ensure that all the shareholders including minority and foreign shareholders should be given an equitable treatment and this presupposes the condition that all the shareholders should have the equal opportunity to get effective redressal wherever there are violation of their rights. The framework should protect the minority shareholders from the abusive action of the majority shareholders taken directly or indirectly and if there exist some such actions, the framework should provide for an effective means of redressal. This principle also requires the framework to take care of the voting rights of the shareholders, protection against insider trading, processes and procedures for general meetings and also provide for the disclosure of material interests of directors and executives in the contracts entered into with the company.
The Role of Stakeholders in Corporate Governance:
The ultimate objective of providing for the basic framework with respect to corporate governance is to create wealth, employment opportunities and the sustenance of the financial standing of the companies. These can be ensured only when the rights of the stakeholders of the company which are established by the operation of laws or by virtue of agreements entered by the company with such stakeholders are recognized, respected and suitably protected.
The corporate framework should also provide for the effective redressal for the violation of their rights when such rights are provided for by the operation of law. A further expectation from the framework is the provision of mechanisms for the enhancement of employee participation in the corporate governance. The framework should make the situation conducive for a free communication between the various stakeholders and the board about any illegal or unethical conduct of the business by the company.
Another very important requirement put forth by the OECD is the establishment of an effective and efficient insolvency framework and the ground for effective enforcement of the creditors’ rights.
Disclosure and Transparency:
As laid down by the OECD principles “The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership and governance of the company” The disclosure should also relate to the information on the remuneration policy of the company for the board of directors and other executives and such disclosure should be full with all details in respect of the qualifications, experience and their selection process.
The Responsibilities of the Board:
There should evolve a clear accountability on the part of the Board of directors against the company as well as its shareholder in the matter of effective monitoring and management of the company’s affairs, by the introduction of the corporate governance principles. It is expected of the board of directors that they should act on a fully informed basis, in good faith and in the best interests of the company and the respective shareholders. A fair treatment of all shareholders, high ethical standards, performing the key functions with diligence and a careful overseeing of the disclosures and communications are some of the other expectations from the board of directors as a result of the applying the corporate governance principles.
2.2 International Institute of Finance Code of Corporate Governance:
The Institute of International Finance (IIF) code of Corporate Governance reflects a bundle of guidelines relating to the corporate governance framed with the specific objectives of:
Establishing a standard which can be used by the potential investors to assess the effectiveness of the corporate governance practices in the emerging markets
Ensuring that the code draws its standards from the best corporate governance practices and the legislations covering thereof prevalent throughout the world.
Practicality and enforceability are made the principles underpinning the formulation of the code.
The code developed by IIF addresses the areas of:
“Company Practices and Policies
Exchange Rules and Listing Requirements and
Securities and Company Law” (IIF)[5]
Broadly in line with OECD principles the IIF code covers the following broad elements of corporate governance:
“Protection of the interest of the Minority Shareholders
Role and responsibilities of the board of directors
Areas of accounting and auditing
Transparency of ownership and control
Regulations governing the corporate governance standards” (IIF)
3.0 The European Commission Response:
As observed by Ulf Bernitz[6] “an important ambition of the European Commission is the creation of a plain level field and the abolishment of different national obstacles to the establishment of a more integrated European capital market and company structure”. However the commission has to go a long way in achieving this ambition as there exist a large number of differences in the existing corporate governance models in and corporate culture in different member nations. With this obstacle and also pulled back by large scale corporate scandals in the US as well as in Europe, the EU has progressively increased its pressure on the member nations to bring radical changes in their corporate governance measures.
While analyzing the adoption and follow up of the corporate governance principles it is necessary to identify and appreciate the different models for corporate governance. The models differ from each other on the basis of the voting rights; the ‘Anglo-American’ model is based on the equal voting rights and dispersed ownership and a ‘Continental-Nordic’ model that symbolizes a model with differentiated voting rights that encompasses a more concentrated ownership. In the issue of the advantages of both the models Andre Nilsen[7] states that while considering take-over in the European Union “varieties of capitalism approach can be used to distinguish between an Anglo-American and a Continental-Nordic model of corporate governance, which provides a robust framework for analyzing the political economy of take-over in the European Union”.
3.1 New Proposals of European Commission in the area of Corporate Governance:
The following are some of the proposals the EC has planned to enforce for the furtherance of the corporate governance status in general in the member nations:
Corporate Governance Statement:
“One of the proposals being considered by the EC is in the area of transparency of the dealings. The EC proposed to introduce a corporate governance statement. The statement will indicate the corporate governance code the company has got or proposes to apply. The statement should provide the extent to which the company was able to comply with the applied code. The company has to offer sufficient explanation as to why the company was not able to comply with the code in case if the company had to depart with the compliance of the code. The statement should also indicate the information on the takeover directives, risk management systems, operation of the shareholders’ meetings, rights of shareholders and the operation of the board of directors and its committees if any”[8].
Liability of Board Members on the Financial and Key Non – Financial Information:
This requirement of the EC requires the member nations to leave a collective responsibility on the board of directors towards the company for the financial and key non-financial information which are part of the accounting statements. Though EU considers sanctions and civil liability for non-respect of the requirements of the accounting directive, there is no suggestion for a criminal sanction or punishment for wrongful information.[9]
Remuneration:
“By way of its recommendation, the EC has provided the member countries with the flexibility as far as the remuneration of directors are concerned except that sufficient information should be provided to the shareholders in the case of listed companies. The recommendation applies to all listed companies registered in the territory of member nations or in the case of those companies registered elsewhere, when the listing of such companies is done in the territory of the member nation. There are three key measures that the member countries can follow in respect of disclosure in respect of directors’ remuneration.
· All listed companies should disclose by way of a statement on the policy of the company on directors’ remuneration for the following year end. Where possible the statement should indicate the policy about the subsequent years.
· The listed companies have to disclose the amount of remuneration paid to each director individually and in detail.
· The recommendation also provides for the participation of the shareholders in the decision making process of fixing the remuneration of the directors by making this as an agenda in the shareholders general meeting.”[10]
Other Measures of Transparency:
In the matter of management reports, guidelines have been issued for the publication of annual reports within four months, half-yearly reports within two months after six months and an interim statement within the first and second six month period if the company is not obligated to make any quarterly report.[11]
As Matthias and Jonathan[12] observe “the Directive requires shareholders to disclose the acquisition or disposal of shares to which voting rights are attached if the proportion of voting rights reaches, exceeds or falls below a threshold of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% Also thresholds of 5% and 10% have been introduced for the acquisition of the companies own share”
Composition of the Board of Directors:
Another important recommendation is the balancing of the board of directors with appropriate number of executive/managing and non-executive/supervisory directors should be fixed in a way that no individual or small group of individuals can gain dominance in the decision making process. Similarly suggestions have also been made on the role of the chairman and CEO and disclosure if the CEO becomes the chairman.
The guidelines also contain specification about the qualification about the non-executive directors[13].
Shareholders’ Rights:
“The Commission’s recommendation in the form of directives on the issue of transparency sets up the basic principles for the provision of maximum information to the shareholders. There is the requirement of the provision of equal treatment of the shareholders. The recommendation also provide for the exercise of voting rights without restrictions. The shareholders were also given the privilege of receiving proper and full information on all matters relating to the conduct of the business and also are provided with the facility of voting in absentia.”[14]
4.0 Corporate Governance and Corporate Social Responsibility:
The justifications for adopting CSR lies in the fact that socially and environmentally responsible companies can expect to enhance their financial performance and because of this underlying advantage the companies have increasingly started towards fulfilling their CSR obligations.
“This is particularly apparent in the ever-increasing number of prominent companies parading their social, ethical and environmental credentials by producing paper- or web-based social and environmental, or sustainability, reports. In so doing, reporting companies claim, they are demonstrating a clear commitment to transparency and accountability to their key stakeholder groups”[15].But still it is not clear as to how the stakeholders can actually make use of the financial information and other corporate disclosures to hold the corporate managements accountable for the social and environmental impacts of their actions. While there are large claims from the corporations about the notions of the protection of the interests of the stakeholders an analysis of the governance principles do not appear to have representing the principles of corporate social responsibility.
Jeswald W. Salacuse[16] reports “Europe, except for the United Kingdom, does not seem to have separated the issues of corporate governance from corporate responsibility as sharply in public discussion as has the United States.” Based on this observation it can be stated that there is an increasing tendency to evolve more broader and inclusive conceptualization of corporate governance that encompasses the principles of CSR also. The idea is to have wider concept of ‘stakeholders’ than that used by the OECD which is supposed to be a landmark definition of the CG principles. Such ideas of an inclusive CG ideology are found in the King Report for South Africa, Commonwealth Principles of Business Practice and the UK’s Tomorrow’s Company documents.
4.1 King Report (2002):
“Directors must act with enterprise and always strive to increase shareholders’ value while having regard for the interests of all stakeholders “(King Report (South Africa) Ch. 5:27.7)
This is the central theme on which the King (II) Report is evolved. The King (II) Report published in the year 2002 was prepared by ‘task teams’ consisted of representatives from institutional and private investors, civil society regulators, and government officials. This way the report aimed to bring in the view points of all kinds of stakeholders in to the report. “The King II Committee itself was composed of ‘leading proponents’ of corporate governance as well as ‘representatives of significant professional, private and public sector institutions’. Local and international consultation was ‘extensive’, with the Institute of Directors in Southern Africa providing a ‘facilitative role’ and secretarial support” (Armstrong et al2005)[17].
King (II) contains Code of Corporate Practices and Conduct (’the code’) and the report’s recommendations are applicable to all companies listed in Johannesburg Stock Exchange and several other public and private organizations including certain government organisations.
King II Report contains recommendations relating the following six areas of corporate governance:
The role and responsibilities of the Board and Directors: The report recommends guidelines for fixing the accountability of the board of directors by redefining the responsibilities of the directors towards all the internal and external stakeholders including the shareholders
The aspect of Risk Management: In order to achieve the organisational goal of wealth creation and also to sustain the growth of the company it is important for the board to follow recognized principles of risk management.
The function of internal audit: The report identifies the critical role of an internal auditor with a functional reporting to the chairman of the audit committee and the chairman of the Board.
Integrated sustainability reporting: “The concept of sustainability has recently been recognised and adopted in a business context to mean the achievement of balanced and integrated economic, social and environmental performance (“triple bottom line”).”(Cliffe Dekkar)[18]
Accounting and auditing: Adoption and follow up of established principles of accounting in accordance with recognized international standards and the auditing there of to ensure the disclosure of a true and fair view of the financial status of the companies
Compliance and enforcement: As outlined in the integrated sustainability reporting, a ‘triple-bottom-line’ reporting on the economic, social and environmental performance of the company or the organization is envisaged and also the reporting in a transparent manner to the information of all the stakeholders is made a prerequisite for a good corporate governance.
As commented by Wixley and Everingham (2005)[19] the ‘code’ can be considered as a living document with a possibility to update as and when circumstances warrant.
4.2 Positive Impact of King II Report:
Since the King II report provides a significant compilation of the standards for corporate governance it has gained recognition not only with the South African Companies but also globally for its extensive guidance on the effective principles of corporate governance.
This is due to the fact that the participants to the report were drawn from nearly all relevant sectors of the economy including the government and the regulators.
The introduction of ‘Triple-bottom-line’ reporting in South Africa providing for the reporting on the sustainability and environmental performance as also the performance of the companies in various social angles in addition to the economic performances is indicative of the positive impact the report has created in the area of corporate governance in South Africa. In addition the Johannesburg Stock Exchange has included a Socially Responsible Investment Index in the year 2004 directly as a result of the impact of the King (II) report which is the first of its kind in the world. According to Painter-Morland (2006),[20] King II sets itself apart from many other governance regulations in succeeding to bridge the gap between CSR [corporate social responsibility] and good governance” This, the report made possible by indicating that it is wrong to consider the social and environmental issues are non-financial issues, while they do have financial implications which also need to be reported to the information of all the stakeholders as a matter of good governance.
5.0 Issues surrounding Implementation of Corporate Social Responsibility Measures:
Studies have found out that there are various limiting factors that come in the way of implementing the principles of CSR. Some of these obstacles are:
Subservience of CSR Schemes to Corporate Objectives:
In most of the cases the CSR schemes and regulations are given only a secondary importance. While the corporate entities are busy in achieving their aims of maximizing profitability and reduction of costs, there are no chances that the CSR objectives get aligned to the broader corporate objectives, in that the CSR gets only a reduced attention. Even the legislative and regulatory measures are not that stringent to force the companies to adopt the CSR principles strictly.
Country and Context Specific Issues:
Another constraint being increasingly faced by the implementation of the CSR principles are the issues that are specific with reference to a country or the business situations prevailing within a country. This may relate to several political and economical issues and such issues often deter the progress of the CSR concepts.
Failure to Involve the Beneficiaries of the CSR:
The real beneficiaries out of the discharge of the CSR obligations by the firms are the community at large as an external stakeholder group. But in any of the CSR schemes proposed to be followed by the corporate entities there is no participation or representation of this interest group to offer meaningful suggestions so that the schemes may be made more realistic. The CSR schemes are either determined by the corporations themselves or are initiated by the governments through legislative measures which in most cases do not result beneficial to the actual people whom they are intended to protect.
Lack of Human Resources:
Yet another constraint that poses a block for the development of the CSR programmes is the lack of adequately trained professionals and workforce who would be able to contribute much in the areas of execution as well as overseeing the actual implementation programmes. In most of the cases there are no separate departments or staff to look after this function and this portfolio is usually entrusted to the HR department whose priorities often differ. The lack of human resources has really posed a threat for the rapid catching up of the CSR phenomenon.
Technical/Managerial Approaches:
In larger corporations a proper approach to the CSR issues is clearly lacking. This may be due to lack of training among the staff about the implications of the CSR on the social and environmental issues. The lack of awareness has made the technical and managerial approach to the issues totally lacking and hinders the developmental role of CSR.
Lack of Integration of CSR into Larger Developmental Plans:
Because of its occupying the second place of prominence the CSR schemes are not often integrated to larger organizational developmental plans. Corporate entities do not consider giving the due importance to the CSR schemes as they attach to any other organizational developmental plans.
6.0 Corporate Social Responsibility in the Oil Exploration and Production Industry:
It is a common belief that the oil-rich countries can be regarded as economically independent and can plan their developments on the basis of oil revenue. It is often cited that the oil economy provides tangible benefits like accelerated economic growth, reduction of unemployment levels, enhanced revenues to the state enabling it to work towards removal of poverty, dealings with international firms resulting in transfer of technologies, drastic developments in infrastructural facilities and the development of industries ancillary to oil. But in reality this is not the case. The oil-led economies suffer from many disadvantages like negative economic growth, lack of opportunities for diversification, abysmal social welfare performance and greater magnitude of poverty, inequality and unemployment.
“In addition the countries dependent on oil revenues have the economy characterized by exceptionally poor governance and high corruption, a culture of rent-seeking, often devastating economic, health and environmental consequences at the local level, and high incidences of conflict and war. In sum, countries that depend on oil for their livelihood eventually become among the most economically troubled, the most authoritarian, and the most conflict-ridden in the world”[21].
Oil as a commodity possesses different characters. Some of these are:
Oil has a prominent role to play as a “natural heritage” of an economy and also the major driver of industrialization all over the world.
Oil will not last infinitely but will deplete one day
The oil prices are highly volatile and can cause economic boom and also may result in shocks
Oil has an enclave nature
Oil generates abnormal profits to the state and the private parties
All or a combination of these factors result in what can be described as the “paradox of plenty” or the “resource curse”. This is not the fault of the resource which is just a “black and viscous” substance but ultimately is required by every nation. In any case the resource boom can either be beneficial to the society or can cause harm also.
6.1 Economic Benefits of Oil and the Social Consequences:
It may be seen from the history that Norway being an oil exporting country utilizing the North Sea Petroleum has attained the highest position in the UN Development Program’s best social development performance. On the other hand countries like Nigeria and Angola couldn’t reach anywhere in the echelon. The dependence on oil has produced the following social consequences:
The creation of pre-existing political, social and economic institutions that have the purpose of managing the oil wealth produced as and when it comes on stream and
The extent to which the institutions created are transformed into the rentier direction by the influx of excessive oil revenues
In the total world oil production only 4 percent is found in industrially advanced countries and the rest are clustered in less developed countries, where the potential for resource curse is excessively large.
6.2 Social and Environmental Impacts of Oil Production:
The presence of Oil and the exploitation thereof for the economic benefits has created a profound impact on the regions where oil is found. This impact in fact is in alarming proportion for the local population. Instead of bringing faster economic growth, the petroleum dependence makes the regions to suffer form slower economic development, lower per capita income, higher dislocation of people, greater degrees of environmental and health hazards and more conflicts.
It may be seen in the context of Saudi Arabia that economically, oil fails to provide the expected long-term sustainable employment opportunities at the local level but it has seriously disrupted the currently existing patterns of production. The creation of new employment opportunities normally expected to be arising out of oil exploration and production typically attracts the expatriates on a large scale to the petroleum development locations. The higher influx of expatriates at fabulous salaries in the oil exploration and production projects result in the artificial inflation of the prices in local areas for the basic goods and services. This consequently increases the cost of living even for those who really do not share any oil revenues in the form of salaries or otherwise.
Another factor that needs mention is that the employment opportunities being created by the petroleum industry can not be treated as permanent. They are purely temporary and seasonal. These opportunities are created only during the exploration process and the industry is capable of offering only fewer jobs over the period of time. “Thus, while discoveries trigger massive changes, beginning with the influx of workers seeking employment on the construction of roads, pipelines and other infrastructure, these increased employment opportunities do
not last; employment levels tend to decline dramatically when infrastructure construction is complete.[22]. In addition these regions face the problem of reduction in arable land which is being utilized for exploration activity causing considerable environmental damage which shifts the focus much farther away from agriculture. The other social issues are instability or poor employment opportunities coupled with income and food shortage that has a real stress on the economy.
6.3 Need for Corporate Social Responsibility in the Oil Exploration and Production Areas:
The disparities in income levels prevalent in the regions due to the influx of migrants from foreign nations change the social fabric of locals to a large extent. Immediately after the construction stage follows an oil boom resulting in economic havocs like higher than average inflationary tendencies, increased expatriate population, severe unemployment levels and shortage of food products leading to higher imports; and increased social crimes like prostitution and AIDS. This also will result in the original residents who didn’t have a chance to share the oil revenues enter in to clashes with the new comers, as the original residents feel that the newcomers disrupt their normal life.
The adverse impact on preserving the public health in locations near the oil fields is very great. The immigrant workers and the conditions under which they live often results in an enhanced incidence of communicable diseases like AIDS and other dreadful diseases.
6.4 Environmental Impact of Oil Exploration and Production:
Another dimension of the adverse impact of the oil industry is the damage being caused to the environmental protection. Issues like hazardous wastage, bio-diversity and air quality quite often pose a threat to the local people who live near the oil installations and exploration sites. The pipelines have destroyed the local livelihood of fishing and farming. There are instances where the local communities have complained of a sharp rise in the infantile Leukemia near the oil facilities.
“In Ecuador, the Cofan Indian Tribe reports the contamination of its drinking supply, In Colombia, where at least 2.1 million barrels of petroleum have been spilled since 1987 (approximately eleven times as much oil as was spilled in the Exxon Valdez disaster of 1989), severe damage to this tropical ecosystem includes air pollution, land clearings water contamination, soil erosion, sedimentation, and the disturbance of wildlife habitats. Petroleum wastes wash directly into local waterways, and Colombia’s Institute of Natural Resources (INDERENA) has repeatedly condemned the presence of high concentrations of heavy metals and toxic polycyclic aromatic hydrocarbons, which are 300 times higher than drinking water standards in the North and 50 percent higher than international standards for oil discharges to surface waters”[23].
Thus it can be seen that the operation profile of an Oil company is different from the other manufacturing companies. There are two different tasks associated with the oil companies; one is oil exploration and the other is oil production. These two are the forefront tasks of exploration and production of hydrocarbons make the industry people centric. The underlying reason for this is that the oil companies cannot operate under defined and fixed locations unlike the other manufacturing companies. “Its activities are not focused on one central location alone but spread into fur flung interior areas, where the employees have to negotiate with both the operational challenges and establishing a relationship of mutual trust and co-operation with the “apprehensive local populace.”[24]
All the above discussion lead to the fact that the oil exploration and production industry has a strong case for observance of corporate social responsibility and also the economic factors affecting the countries call for a stricter corporate governance measures.
7.0 Corporate Governance in Saudi Arabia:
A new corporate governance regulation was expected to be introduced by Saudi Arabia by the end of the year 2006. Though the sustainability and prospects of growth of the Saudi capital market which was underlined by the enhanced activities in the IPOs and rights issues of shares of different companies. The prospects for equity and debt market were also good. In addition there were promising opportunities in securitization of trade finance and commercial paper and the schemes of mergers and acquisitions signifying an increasing integration of GCC countries. “However, these were affected by the challenges faced by the Saudi capital market — rapidly changing marketplace; the need for more enforceable information disclosure by listed companies; fair valuation of new issues; introduction of world-class regulatory standards; the strengthening of corporate governance; and the cross-listing of stocks on regional stock exchanges”.[25] In addition there are other challenges facing the Saudi Economy like unemployment. With 56 percent of the population under 20 years the adult male unemployment is 28 percent in the age group of 22-24 years. Another problem facing the economy is the lack of adequately qualified people especially in the areas of finance services and other key areas. With these economic challenges the Saudi Capital market expected to be buoyant and hence from the consumer and investing public point of view the new corporate governance regulations is expected to enhance the awareness of the investors to understand the risks of trading in stocks.
7.1 Corporate Governance in Saudi Arabia and Hawakamah:
As a result of improvement of activities in the western stock markets and also as result of the downward trends prevailing in the GCC stock markets because of the corrections, there has been an increasing drive to improve the corporate governance principles in the region – reports the Corporate Governance in the GCC – An Investor Perspective’, a study conducted by the Hawakamah, Institute for Corporate Governance and the Institute of International Finance.
The key factors around which the developments in the Corporate Governance in Saudi Arabia are planned are:
The price corrections in the GCC stock exchanges represent the poor corporate governance principles that are being adopted to control and monitor the operations of the stock exchanges. The regulators have taken this as a basic premise for the development of improved CG principles. Especially with the increased number of IPOs being handled by the stock markets there is pressure from the investors for the regulators to intervene and improve the working systems and frame works by improving the existing corporate governance measures.[26]
The increased activities of the GCC nations in the international acquisitions and other investments in the international markets[27] have showed substantial improvements in the private sector activities in the finance and investment areas. Hence it becomes important that the GCC countries equip themselves with the best CG standards comparable to international standards.
“Central banks in all six GCC countries have amended their banking regulations to include corporate governance-related requirements such as establishing transparency and disclosure in financial statements, establishment of a board level audit, nomination and compensation committees and improved risk management.” [28]This has necessitated the considerations to have a thorough revamping of the CG regulations to accommodate the improved needs of various economic sectors.
There is the requirement to improve the working practices and reporting standards of the GCC listed companies due to opening up of the stock markets in the GCC countries for the foreign investors to trade in is also another factor that has urged the regulators to redesign the corporate governance principles and the framework applicable to GCC nations.
While efforts are on for the improvement of the corporate governance standards in the region, the report has highlighted the following recommendations. “These suggestions have been made with a view to bring the GCC into compliance with the IIF’s corporate governance codes” Hawkamah Press Centre[29]
“A stronger commitment to better corporate governance from political authorities as well as from senior government officials involved with capital market development is needed for real change to take effect.”
Another suggestion is made to all the regulators in the GCC countries to work more closely together on the development of the equity markets.
There is a strong need for the region to establish specialized courts to deal with enforcement of securities laws in their stricter senses. Any corporate governance framework works well only when the legal systems and framework in the country supports the administration of the governance principle. Without the support of the legal systems the implementation of the corporate governance may not produce the desired result.
There is definitely a need for increased transparencies in the financial statements attempting maximum disclosures especially in the annual reports of the companies concerned so that the investors are fully aware of the financial strengths of the companies in whose shares they are investing.
The establishment of a Registrar of Companies to insist on providing information not only from joint stock companies but also sole proprietary concerns would help towards meeting the disclosure requirement of IIF codes. This particular requirement is also in the best interests of the investing public for ensuring that their invested funds are not misappropriated.
All the above recommendations apply equally to the Saudi Arabian context as the country being a developing economy with rich oil revenues need stricter corporate governance standards to regulate the development of the economy. With the crash in the Saudi stock market after which the investor confidence levels have come virtually to zero it has become an absolute necessity to improve the CG principles in Saudi Arabia. Especially with the planning to attract increased influx of foreign direct investments and more economic reforms being on the anvil it is imperative that the country strengthens the corporate governance principles so that the country wins the confidence of the international investors.
Dr. Nasser Saidi Executive Director Hawkamah says “While today’s report shows corporate governance standards in the GCC are improving, more needs to be done. Strong leadership and tough enforcement is required by authorities if corporate governance in the GCC is to meet international standards and bring with it increased FDI and market efficiencies. We believe the political will is there to achieve this and expect further developments in the coming years”
7.2 Corporate Governance in the Saudi Arabian Banking Sector:
In order to bring stability in the operations of the monetary systems and achieve a greater stability of the issues relating to the country’s currency the Saudi Arabian government created the Saudi Arabia Monetary Agency (SAMA) in the year 1952. In the discharge of its functions SAMA recognized the necessity for the regulation of the banking system and organizing the functions of the commercial banks in Saudi Arabia. In the process of reorganizing the banking sector SAMA encouraged all the banks in Saudi Arabia to involve themselves in taking serious steps to study and make improvements in the management of their operational and business risks and also in the systems relating to the monitoring and control of the internal procedures. As a natural consequence sufficient efforts had been taken by SAMA for bringing corporate governance regulations in the banking sector in Saudi Arabia.
“Firstly, it required all banks to develop and strengthen their internal audit departments, and secondly it issued minimum internal control guidelines”[30] In order to keep the accounting standards of the banks up to date and in line with the international standards SAMA also issued accounting standards and guidelines for the banks to follow which are in conformity with and on the same lines of recognized international accounting standards.
As a further development in the corporate governance area in the banking sector SAMA has also increased its focus on the working of the Saudi Banks by issuing further guidance on various subject matters. These subjects include a range of issues covering the role and responsibilities of the members of the board of directors, guidelines on the creation and functioning of the Audit committees, advices on the maintenance of minimum standards on internal control, guidelines on the procedures relating to any special audit examination and defining the roles and responsibilities of internal and external auditors of the banks. The provision of these guidelines by SAMA has created a very conducive atmosphere for the banks to put into practice strong corporate governance principles which could result in an efficient management control culture and an effective risk management environment in the entire Saudi banking system.
7.3 Role of Capital Market Authority in Corporate Governance:
As a part of the major economic reform the Capital Market Law was enacted by the Saudi Arabian Government for providing a comprehensive and integrated framework for the capital market of the country so that the growth thereof can be organized. The Capital Market Law “contains detailed provisions setting out requirements to ensure transparency and accountability within the capital markets, as well as other provisions designed to eliminate market manipulation, insider trading and other unfair practices.”[31]
Pursuant to the passing of the law, a Capital Market Authority (CMA) was established to enforce the provisions of the legislation. One of the basic principles on which the CMA operates is to frame and enforce listing rules that govern the issues relating to the management of initial public offerings, various requirements of prospectus for the primary issue of shares, matters relating to secondary market offerings and other corporate governance obligations of the listed companies.
“A recent addition to the capital markets regulations is the code of corporate governance for listed companies in Saudi Arabia. As its name suggests, the code sets out the rules, guidelines and parameters regulating the management of listed companies in order to ensure compliance with the best corporate governance practices. In addition, the CMA is currently in the process of developing takeover regulations relating to listed companies that will allow the development of further M&A activities.”[32]
7.4 Further Initiatives in Corporate Governance:
As a follow up on the corporate governance measures there was a corporate governance conference organized in Dubai to design the future course of action in respect of increased practice of corporate governance measures. The conference was attended by the representatives of various Middle Eastern and North African (MENA) countries. The conference was entitled “Corporate Governance in the Middle East and North Africa Conference: Towards Sound and Efficient Financial Markets and Banking Systems”. The key initiatives agreed upon in the conference included:
Forming of two task forces; one to frame and enforce corporate governance principles for the banks operating in the region and the other to concentrate on the corporate governance issues concerning the state owned enterprises.(SOEs)
Circulating two policy briefs one for regulating the working of the banks and the second one governing the functioning of the SOEs. It was made mandatory that these briefs need to be approved by the respective taskforces.
“The consideration of issues relating to the corporate governance of Shariah compliant banks and financial institutions and the importance of ensuring that regional corporate governance frameworks and standards are in line with international codes and standards, whilst at the same time remaining consistent with Shariah rules.”[33]
Conducting of a survey of corporate governance issues in SOEs on the basis of consultations with the key private organizations and government bodies in the region.
Recognition of the need to develop a framework for tackling the issues relating to insolvency and corporate restructuring.
Another issue addressed by the conference was the increased role of the Hawkamah. OECD and their partners to put more efforts and increase their focus on the corporate governance of the family owned enterprises as well as small and medium enterprises.
It was also decided that there will be a review of the progress made in the direction of the implementation of the corporate governance principles in the next annual conference.
7.5 Corporate Social Responsibility in Saudi Arabia:
In general Katz, Swanson and Nelson (1999) present a framework to incorporate the Hofstede’s cultural dimensions in to the CSR schemes affecting the interests of the stakeholders. The following dimensions may best present the social spheres around which the CSR activities revolve. They are:
§ Consumerism
§ Environment
§ Employee relations
§ Government’s contribution to the betterment of the society and
§ The role being played by the trade and business people in the community.
Based on the above classification the following are found to be the key drivers of CSR schemes in all the countries and more particularly in Saudi Arabia:
• There is definitely the need to improve the investment climate through better governance frameworks as explained elsewhere in this paper. As discussed the CG framework must provide for more detailed reporting requirements to ensure transparency and the winning the confidence of the international investors, more stringent requirements to abide by the existing laws and regulations
• Due to higher influx of foreign direct investments there are more economic reforms which may affect the interests of external stakeholders like creditors and international customers. This has necessitated concerns for responsibility schemes to take care of their interests. Similarly the concern about the improved efficiency and enhanced productivity also requires better norms for employee relations.
• There have been occasions for the local firms to interact with the international business contacts which involve higher social and cultural involvement of the firms. SCR schemes to develop the organizations social and cultural outlook to deal with international business situation is a must.
• An enhanced awareness of the International Codes of Conducts with respect to the business dealings that the local firms may have with their international counterparts will also form part of the SCR needs of the companies.
• There is an absolute requirement for the local firms to comply with International Standards of reporting on non-financial issues that may be connected with the social, political and environmental issues prevalent within the country of operation. SCR requirements in this direction will be able to serve this purpose fully well.
• Another key driver for the development of the SCR norms and frame works is the influence of new laws and regulations of the government including the “Corporate Governance Codes, disclosure and reporting requirements labour law and other commercial laws”
• It is also important that there are provisions for the improved enforcement of existing laws and regulations so that the interests of all the stakeholders concerned is taken care of.
• CSR is greatly aided by various international campaigns, programs and projects such as UNDP programs and the programmes of other worldwide welfare organizations
• One more important factor that has greater influence on the CSR norms is the changes in the consumer preferences in the industrially advanced countries with which Saudi Arabia is having business connections. This may related to the ethical standards being adopted by the business houses in those countries.
• Business and political relations with European Union plays a large role in the CSR formation in the Saudi Arabia. Being major trade partners for oil and other commodities it becomes imperative for the country to evolve norms to suit the needs and preferences of the customers in these countries.
• The extent to which the World social organizations like Red Cross, Green Peace and so on are active in the country also determines the broad guidelines on which the CSR norms need to be framed.
• Lastly the provision of the government to nominate the private companies for awards and ratings in relation to their performance in the areas of fulfilling the CSR.
A definite change in the outlook of the companies towards the CSR in the companies in the Middle East where they see the improvement in the corporate opportunities being available to the companies as a result of the adoption of CSR principles. As it is facilitating the government policies to capitalize on the CSR initiatives to use them as a cost effective and voluntary business process to ensure the improvements in the standards with respect to the labour relations and social and environmental issues confronting the governments. Moreover CSR schemes contribute much to the poverty alleviation programmes of the governments and building up the confidence level of the investors in the whole financial system prevailing in the countries.
7.6 Corporate Governance and Corporate Social Responsibility in Saudi Arabia:
It may be noted that there is no room in the existing as well as proposed CG frame works planned for implementation in Saudi Arabia as well as other GCC countries to include the CSR norms. The CG norms only talk about the local and international investors’ confidence on the capital markets and the improvement in the stock exchange operations. Nowhere there is any mention of the CSR proposals. This implies that the CSR development initiative has not caught up in Saudi Arabia though there is mention about the responsibilities of private companies. Presently the social welfare schemes are well looked after by the government under the direct supervision of HH the King of Saudi Arabia. But definitely there is the need for transforming these obligations to the private companies by adopting extensive CSR norms. Probably the regulators may consider the integration of CSR norms with the CG provision as advocated by the King Report II.
8.0 Conclusion:
In spite of large amounts of oil revenues, the oil producing countries unlike other countries suffer from economic backwardness like poverty, bad governance and other conflicts. This situation is not due to the resources they possess but the structures and dependencies the oil production creates. That has also a telling impact on the social structure also. Although various proposals have been mooted to mitigate this “resource curse” including legislative requirements for transparencies in the revenues of oil companies and oil exporting states, revenue management schemes and other measures to ensure stabilization of funds for taking care of the economic shocks being created by price volatility, taxation and other economic reforms and “the democratization and deconcentration of both the industry and the exporting countries.” In addition these economies require stringent measures of corporate social responsibilities and adequate and well defined corporate governance principles. In the case of Saudi Arabia though the economic and social situation is much better than other oil producing developing countries the country still lacks an integrated corporate governance and social responsibility framework that will ensure not only the confidence in the minds of the investing public to further their activities of investments in the stocks of companies but also to ensure a balanced economic growth. The corporate governance measures will enhance the functioning of the banking and other financial services sector by improved economic performance resulting from the investor confidence. There should also be a system of continuous education and training of the investors to understand and analyse various financial and non-financial reports being generated by the corporate entities. The county would do well to adopt the corporate governance principles as enunciated by the King Committee Report II which integrates the objectives of corporate governance and corporate social responsibility obligations on the part of the various organizations. In this respect Saudi Arabia can follow the example of the country of South Africa in implementing the corporate governance principles of King Report II.
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BAE Systems “Combined Code – Main Principle A.3”
http://production.investis.com/investors/corpgov/introduction/ p1
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[1] Sir Adrian Cadbury in ‘Global Corporate Governance Forum’, World Bank, 2000
[2] Justin O’Brien ‘Regulation and Corporate Governance in an Age of Scandal and Global Markets’. Ebook Mall
Referred from down loaded version http://ebooks.ebookmall.com/ebook/181692-ebook.htm
[3] OECD Paper on the principles of corporate governance. ‘OECD principles of corporate governance’ (2004) p 4
http://www.oecd.org/dataoecd/32/18/31557724.pdf
[4] OECD Paper on the principles of corporate governance. ‘OECD principles of corporate governance’ (2004) p 18
http://www.oecd.org/dataoecd/32/18/31557724.pdf
[5] IIF ‘Code of Corporate Governance’ Emerging Market Research p 1
http://www.iif.com/emr/corpgov/code/.
[6] Ulf Bernitz ‘Special Issue Section on Corporate Governance in Europe in the Light of the Takeover Directive’. European Business Law Review; Nov/Dec2004, Vol. 15 Issue 6, p1351 http://web.ebscohost.com/ehost/pdf?vid=6&hid=12&sid=224bffc6-2ae8-4601-a80d-279530d87c2c%40sessionmgr106
[7] Andre Nilsen ‘Anglo-American v Continental-Nordic Models of Corporate Governance: The Political Economy of Takeovers in the European Union’. European Business Law Review; Nov/Dec2004, Vol. 15 Issue 6, p1375 http://web.ebscohost.com/ehost/pdf?vid=7&hid=12&sid=224bffc6-2ae8-4601-a80d-279530d87c2c%40sessionmgr106
[8] EurLux “Directive 2004/25/EC of the European Parliament and the Council of 21 Apri 2004
On Takeover bids, [2004] OJ L 142/12” Official Journal 142 30/04/2004 http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:32004L0025:EN:HTML p1
[9] Juri Report “The Commission proposes to amend the Accounting Directive and to insert a new section. Arts50b, 50c and 60a of the Accounting Directive and Arts 36(a) and 48 of the Consolidated Account Directive” http://www.europarl.europa.eu/comparl/juri/newsletter/20050421.pdf p 5/14
[10] Matthias Pannier and Jonathan Rickford ‘Corporate Governance Disclosures in Europe’
European Business Law Review, 2005, Vol. 16 Issue 5, p 987
http://web.ebscohost.com/ehost/pdf?vid=14&hid=116&sid=80042877-fe98-45a5-86b2-05c50bc75376%40sessionmgr108
[11] Ministerie Van Financien “The Directive on transparency requirements will revise and replace provisions of the Directive 2001/34/EC on the admission of the securities to official stock exchange listing” http://www.minfin.nl/BFB04-1116b.doc p 1
[12] Matthias Pannier and Jonathan Rickford ‘Corporate Governance Disclosures in Europe’
European Business Law Review, 2005, Vol. 16 Issue 5, p 987
http://web.ebscohost.com/ehost/pdf?vid=14&hid=116&sid=80042877-fe98-45a5-86b2-05c50bc75376%40sessionmgr108.
[13] BAE Systems “Combined Code – Main Principle A.3”
http://production.investis.com/investors/corpgov/introduction/ p1
[14] Matthias Pannier and Jonathan Rickford ‘Corporate Governance Disclosures in Europe’
European Business Law Review, 2005, Vol. 16 Issue 5, p 987
http://web.ebscohost.com/ehost/pdf?vid=14&hid=116&sid=80042877-fe98-45a5-86b2-05c50bc75376%40sessionmgr108
[15] Istemi Demirag ‘Corporate Social Responsibility, Accountability and Governance: Global Perspectives ’ Greenleaf Publishing
[16] Jeswald W. Salacuse ‘Corporate Governance, Culture and Convergence: Corporations American Style or with a European Touch?’. European Business Law Review; Sep/Oct2003, Vol. 14 Issue 5, p 472 http://web.ebscohost.com/ehost/pdf?vid=4&hid=121&sid=224bffc6-2ae8-4601-a80d-279530d87c2c%40sessionmgr106
[17] Armstrong, Philip, Nick Segal and Ben Davis. (2005) Corporate Governance: South Africa, a pioneer in Africa. Global Best Practice, Report No. 1. The South African Institute of International Affairs, Johannesburg.
[18] Cliffe Dekkar King Report on Corporate Governance for South Africa 2002 What it Means to You: Integrated Sustainability Reporitng http://www.cliffedekker.co.za/literature/corpgov/intreport.htm
[19] Wixley, Tom and Geoff Everingham. (2005) Corporate Governance, 2nd ed. Claremont: Siber Ink.
[20] Painter-Morland, Mollie. (2006) Triple bottom-line reporting as social grammar: integrating corporate social responsibility and corporate codes of conduct. Business Ethics: A European Review 15(4):352-364.
[21] Terry Lynn Karl ‘Oil-Led Development: Social, Political and Economic Consequences’
http://iis-db.stanford.edu/pubs/21537/No_80_Terry_Karl_-_Effects_of_Oil_Development.pdf
[22] Terry Lynn Karl ‘Oil-Led Development: Social, Political and Economic Consequences’
http://iis-db.stanford.edu/pubs/21537/No_80_Terry_Karl_-_Effects_of_Oil_Development.pdf
[23] Terry Lynn Karl ‘Oil-Led Development: Social, Political and Economic Consequences’
http://iis-db.stanford.edu/pubs/21537/No_80_Terry_Karl_-_Effects_of_Oil_Development.pdf
[24] Tridiv Hazarika ‘Corporate Social Responsibility – the Oil Way’ http://www.wcfcg.net/gcsr_proceedings/Tridiv%20Hazarika.pdf
[25]Khaleej times (2006) ‘Saudi Arabia’s New Corporate Governance Rules by End ‘06’
http://www.zawya.com/Story.cfm?id=ZAWYA20060716042334&pagename=SukukMonitor
[26] As per the Report ‘Corporate Governance in the GCC – An Investor Perspective’, “Muscat and Abu Dhabi exchanges introduced codes in 2003 and 2006 respectively, while regulators in the UAE, Saudi Arabia, Bahrain, Qatar and Kuwait have draft codes that are expected to be implemented in 2007”
[27] GCC corporations have conducted USD25.9 billion of acquisitions in the UK, Europe and North America so far this year, according to Bloomberg
[28] Hawkamah Press Centre ‘Corporate governance standards in GCC undergoing major development, says Hawkamah/IIF report ‘Press Centre 20th Sep 200 Hawkamah p 1
http://www.hawkamah.org/media_centre/archive/2006/12.html
[29] Hawkamah Press Centre ‘Corporate governance standards in GCC undergoing major development, says Hawkamah/IIF report ‘Press Centre 20th Sep 200 Hawkamah p 1
http://www.hawkamah.org/media_centre/archive/2006/12.html.
[30] Saudi Arabian Monetary Agency ‘Development and restructuring of the Saudi Banking System’ http://www.bis.org/publ/plcy06g.pdf
[31] Karim Nassar ‘Middle East and India: Shifting Sands’ Legal Week.com http://legalweek.com/Navigation/20/Articles/1018570/Middle+East+and+India+Shifting+sands.html
[32]Karim Nassar ‘Middle East and India: Shifting Sands’ Legal Week.com http://legalweek.com/Navigation/20/Articles/1018570/Middle+East+and+India+Shifting+sands.html
[33] The Gulf today ‘Corporate Governance Signboard’ http://www.godubai.com/gulftoday/articlearc.asp?AID=85609&Section=Business
