2007 Oxford Business & Economics Conference ISBN : 978-0-9742114-7-3 Barbara Fryzel Post-Privatization Corporate Governance Comparison of evolution patterns in Western and CE Europe Abstract Privatization, which started in Western Europe in the early 80s, created a wave of changes in the corporate ownership patterns, thus affecting a long-established structure of influence between main actors, i.e. government, management, employees, trade unions. As privatization processes were designed often through overlapping economical and political imperatives, they became an interesting scene of evolving power structures shifting from governments and trade unions towards initially dispersed owners, who eventually started to consolidate their shareholdings. In result, a new class of owners was formed while management, freed from governmental constraints is now subject to scrutiny from the fiduciary rights holders. These processes shaped the corporate governance systems, defined as a set of mechanisms controlling and directing the company. [Combined Code, 2003]. This paper analyzes the political, economical and cultural context in which post-privatization governance was formed comparing Western European and Eastern European firms. It answers the questions: - What are the embryonic rules of corporate governance, which are, transferred from Western Europe to CEE, where privatization is very much still an on-going process? - Does post-privatization governance depend upon the mode of privatization? - Does the political imperative of privatization influence the structure of power in privatized companies? - What are the determinants for corporate governance system efficiency, i.e. under what circumstances the formal, legal regulations are more efficient than institutional and behavioral mechanisms. The paper presents the comparative case studies of privatized companies in UK and Poland in the telecom and utilities industry. The analysis is based on the qualitative data collected in over 50 semi-structured interviews with senior managers and board members, politicians and civil servants and June 24-26, 2007 Oxford University, UK 1 2007 Oxford Business & Economics Conference ISBN : 978-0-9742114-7-3 members of regulatory bodies. The interviews cover a time between 1983 and 2006, therefore the paper presents the evolutionary and longitudinal perspective. The data is analyzed with the use of a professional qualitative software. References: Beatty and Zajac 1994, Managerial Incentives, Monitoring and Risk Bearing: A Study of Executive Compensation, Ownership and Board Structures in Initial Public Offerings, Administrative Science Quarterly 39, no.2 Earle J., Kucsera C., Telegdy A., Ownership Concentration and Corporate Performance on the Budapest Stock Exchange: do too many cooks spoil the goulash?, Corporate Governance, no.13, vol.2, 2005 Gist P., Meadowcroft S.A., Regulating for Competition: the Newly Liberalized Market for Private Branch Exchanges, Fiscal Studies 7(3), 1986; pp. 41:66 Herman ES., Corporate Control, Corporate Power, Cambridge University Press, Cambridge 1981 Hickson D., McCullogh A., Power in organizations, Control and Ideology in Organizations, eds. G. Salaman, K. Thompson, The Open University Press, Oxford, 1980, pp. 27-56 Kemelgor B., Power and the Power Process. Linkage Concepts, The Academy of Management Review, vol.1 no.4, 1976 Martin S., D. Parker, The Impact of Privatization. Ownership and Corporate Performance in the UK, Routledge, New York, 1999 Negandhi A., Interaction between multinational corporations and host countries: power, conflict and democratization in decision-making [in:] International Perspectives in Organizational Democracy, eds. Wilpert B., Sorge A., John Wiley & Sons, New York, 1984 Newman K. The Selling of British Telecom, Eastbourne Holt, Rinehart and Wilson, 1986 Pfeffer J., Size and Composition of Corporate Boards of Directors. The Organization and its Environment, Administrative Science Quarterly, 17, 1972 Rees R., 1989, Modelling Public Enterprise Performance in D. Helm, J. Kay and D. Thompson (eds)The Market for Energy, Oxford, Oxford University Press Shore C., Wright S., Policy. A new field of anthropology, [in] Anthropology of policy. Critical Perspectives on Governance and Power, eds. C. Shore, S. Wright, Routledge, New York 1997 Szomburg J., 1994, [w:] Efekty Prywatyzacji i Strategie Dostosowawcze Przedsiębiorstw Sprywatyzowanych Kapitałowo i Likwidacyjnie, Instytut Badań nad Gospodarką Rynkową June 24-26, 2007 Oxford University, UK 2 2007 Oxford Business & Economics Conference ISBN : 978-0-9742114-7-3 UK Listing Authority Combined Code on Corporate Governance Veljanovski C., 1987, Selling the State, London: Weidenfeld & Nicolson Vickers J., Yarrow G., Privatization, an economic Analysis, MIT Press, London, 1997 June 24-26, 2007 Oxford University, UK 3