توضیحاتی در مورد اداره شرکت غیر انطباقی: تحلیل بلاغی Explanations for corporate governance non-compliance: A rhetorical analysis

The ‘comply-or-explain’ system is premised on the inflexibility of a ‘one-size-fits-all’ approach. Under the ‘comply-orexplain’ system,1 companies not complying with corporate governance code provisions are required to provide explanations. The ‘comply-or-explain’ system introduces some flexibility for companies (Roberts, 2012, chap. 9) or what Veldman and Willmott (2016) term “reflexivity”
continuous, self-organizing improvement of regulatory practice. As Haxhi and Van Ees (2010) observe, an explanation is more than disclosure of non-compliance, highlighting that German soft law codes only require disclosure of non-compliance without motivation, compared with the Netherlands and the UK which require  disclosure to be accompanied by an explanation. Explanations are key to the ‘comply-or-explain’ system and thus are worthy of careful examination. However, the system is only as good as the explanations provided by companies. Study of non-compliance explanations is important in judging the effectiveness of the ‘comply-or-explain’ system, given the continuing debate as to whether the voluntary nature of the system really works and criticism of the quality of explanations as being “perfunctory”, “incomplete” or even “inexistent” (Sergakis, 2013, p. 397). Merkl-Davies and Brennan (2017) comment that silence may be a particular tactic in relation to soft-law disclosures, where there is little or no oversight by regulators. For example, not providing an explanation of non-compliance under the ‘comply-or-explain’ provisions of corporate governance codes (i.e., the rhetoric of silence) may create the impression of compliance. A critical perspective is appropriate, as non-compliance explanations are part of what Gendron (2016, p. 10) calls “the constellation of hopes and expectations” around corporate governance and as such may involve the constitution and propagation of myths. It is useful to consider what is meant by the term ‘explanation’. “Explanations occur whenever attention moves beyond the mere offering of information to matters of meaning, relationships, causes, factors and reasons” (Aerts & Theunisse, 2001, pp. 91–۹۲). Explanations are likely to be deficient if they “fail to . . . hang together” (Keil, 2006, p. 239). Table 1 summarises the historical development of the ‘comply-or-explain’ system in the UK to obtain insights into regulatory expectations underpinning the concept.2 The Cadbury Report (1992, para 3.8) recommended ‘reasons’ for non-compliance be disclosed. The Greenbury Report (1995, p. 13) required companies to “explain and justify” non-compliance. The Hempel Report (1998, para 1.11) required the explanation to reflect “any special circumstance”. The Combined Code (1998, p. 1) and the UK Corporate Governance Code (FRC, 2010, p. 4) specified that the explanation should be “careful and clear” and “illustrate how its [the company’s] actual practices are consistent with the principle”. Finally, the FRC (2012b) positioned explanations as rhetorical devices by introducing the notion of “convincing” explanations. The implicit assumption in the ‘comply-orexplain’ system is that “failure of governance can be remedied through yet more transparency” (Roberts, 2009, p. 962). Roberts’ questioning of transparency as a regulatory instrument of accountability contrasts with the FRC’s (2012b, p. 6) selfcongratulatory view of the ‘comply-or-explain’ system as “widely admired and imitated internationally”. The challenge, as observed by Tremblay and Gendron (2011, p. 260), is that “prescriptions have limitations since they are necessarily interpreted and enacted by complex and oftentimes unpredictable human beings”. Tremblay (2012) characterises corporate governance regulations as symbolic, only ceremonially adopted, yet strengthening people’s view of social order such that they create “illusions of control” (p. 395). Highlighting the “portrayal gap” of corporate reporting, Boiral (2013, p. 1038) reflects on the misleading relationship between publicly available corporate information and, referring to misleading images and representation, simulacra used to camouflage problems and project an idealised view of the firm. Shortcomings in the quality of explanations have been identified by both academics (Arcot, Bruno, & Faure-Grimaud, 2010; Rose, 2016) and regulators (European Commission, 2011), with the Financial Reporting Council (FRC) (2013, p. 2) stating that “the variable quality of explanations remains its [the UK Corporate Governance Code’s] Achilles heel”. The Bank of England Executive Director for Financial Stability, Haldane (2012, p. 7), observes that with complex regulations, managers may “manage to the rules” rather than applying the spirit or substance of those rules “focussing on the small print at the expense of the bigger picture”. Keay (2014) questions whether, in providing explanations, boards of directors are motivatedby what they can get away with. Veldman and Willmott (2016, p. 581) believe the Code is “infused by a ‘cultural grammar’ that . . . restricts accountability to narrow forms of information disclosure . . . ”. Non-compliance explanations have been analysed by reference to acceptability (Pass, 2006), specificity (Arcot et al., 2010; Hooghiemstra, 2012), arguments mobilized (Hooghiemstra & van Ees, 2011), legitimacy tactics (Seidl, Sanderson, & Roberts, 2013) and quality characteristics (Shrives & Brennan, 2015). This paper takes a different approach – looking instead at the rhetorical strategies applied by companies in persuading audiences of the explanations proffered. Explanations need to be persuasive/convincing in justifying non-compliance. The FRC (2012b, p. 6) identifies “a convincing rationale” as one of three elements of a meaningful explanation.3 In the case of non-compliance therefore, companies may be more likely to engage in rhetorical strategies, motivated possibly to persuade shareholders to concur with the explanation. This paper explores their use. We assess the extent to which the non-compliance rhetorical strategies are in line with meaningful, convincing rationales or whether they are more illustrative of superficial and misleading explanations. We recognize that each noncompliance disclosure can incorporate rhetorical strategies; the important point is whether or not they are sufficiently meaningful. Persuasive and convincing explanations are critical to the legitimacy and effectiveness of the ‘comply-or-explain’ system. Sanderson, Seidl, and Roberts (2013, p. 6) argue that “legitimacy is clearly in part discursively constructed in texts”. We address three research questions (RQ) and examine explanations for non-compliance in UK FTSE 100 company annual reports to assess the extent to which rhetorical strategies are used (RQ 1). The study is carried out in 2004/05 and 2011/12. This enables a comparison of rhetorical strategies over the two time periods from the post-Enron 2003 version of the Code to the post-global financial crisis 2010 version of the UK Corporate Governance Code (RQ 2). We also assess the extent to which rhetorical strategies are used together (RQ 3). This is the first study of the use of rhetoric in corporate governance non-compliance explanations. The paper makes four contributions to the prior literature: (i) It develops a typology of rhetorical strategies in corporate explanations for noncompliance with the UK Corporate Governance Code; (ii) It applies the typology to identify the use of different rhetorical strategies in the explanations; (iii) It compares the use of rhetorical strategies in explanations over two time periods and; (iv) It considers the extent to which rhetorical strategies in explanations are used together. Shrives and Brennan (2015) analyse non-compliance explanations against seven quality characteristics: (i) Location, (ii) Comprehensiveness, (iii) Originality/ Mimetic behavior, (iv) Length, (v) Complexity, (vi) Specificity and (vii) Attestation. This paper takes Shrives and Brennan’s (2015) analysis of non-compliance explanations against a quality typology one step further by conducting a sentence-bysentence analysis of the content of the explanations, focusing on the use of nine rhetorical strategies in our typology used by companies to persuade/justify their non-compliance. This paper proceeds as follows: Section 2 considers persuasion in corporate reporting including relevant theories, rhetorical strategies and culminates with the typology in Section 3. Section 4 describes the research methods and is followed by results in Section 5. Finally, the paper concludes in Section 6 and provides suggestions for further research.