Drawing on board-member surveys and stage-specific text analyses of annual reports from 150 Stockholm-listed firms, this study distinguishes three stages of digital transformation (DT)—digitization, digitalization, and digital maturity—to examine how board roles and ownership structures shape firms' DT ambitions. Cross-sectional and two-year lag regressions show that boards emphasizing strategic resource provision consistently promote broader DT, whereas monitoring-oriented boards dampen it, with these effects strengthening over time. Ownership dispersion further amplifies DT, while dominant or highly concentrated blocks dampen it. Stage-specific analyses reveal that governance matters most during digitalization: strategic boards and dispersed ownership accelerate progress, while monitoring boards and concentrated ownership slow it down. In contrast, early-stage digitization appears largely insensitive to governance, while late-stage digital maturity depends more on board size and firm capabilities. This study advances corporate governance and technology strategy research by clarifying when and how governance mechanisms enable or constrain DT and by introducing a replicable, stage-specific DT metric for future studies.

The recent rise of index-based investors has led to substantially more concentrated share ownership around the world. This paper studies the ascent of the “Big Three” – Vanguard, Blackrock, and State Street – as major shareholders in the UK and Sweden between 2005 and 2019. More specifically, we address the issue of how the rise of these investors affects the corporate strategic propensity to reinvest or distribute cash flow to shareholders and whether this influence is contingent on national differences in corporate governance. We document how the rise of the Big Three is associated with an increasing strategic propensity for distribution at the expense of reinvestment. This effect is significantly greater in Sweden, where corporate governance institutions have historically developed to support active ownership by controlling shareholders, than in the UK, where corporate governance institutions have developed to support a more market-based model. Both the link between increasing strategic propensity for distribution associated with the Big Three and the effect of the institutional context in which the Big Three operate contribute to ongoing discussions on the extent and nature of the influence of passive index funds on firms’ strategies and on the role that corporate governance institutions play as boundary conditions for shareholder influence.

To study how populist sentiments have increasingly influenced businesses in society, we examine how German and Swedish corporations addressed the refugee situation in their 2015 and 2016 annual reports. We find that corporations changed their communication once refugee migration became subjected to populist political sentiments, but that they did so without subscribing to those sentiments. Although populism is based on such sharp oppositions as welcoming refugees or closing borders, our analysis shows that corporations have found ways to communicate about the refugee migration beyond these oppositions. Rather than taking a political stance, the corporations studied have primarily articulated the refugee situation as it pertains to their business operations. We identify four modes of articulation: the refugee as someone needing international aid, as a factor for economic analysis, as a benefit recipient, or as a potential stakeholder. These findings help nuance our understanding of how corporations navigate contested political issues.

This chapter investigates the construction of status in the relationship between the auditor and the audit committee. Such a study is merited considering that regulation as a driver of corporate governance has been designed towards a regulatory concern with lax audit practice, where the audit committee was presented as a solution. This is, however, a problem not manifested in the Swedish context. The driver was instead connected to the need for companies to follow suit with an Anglo-Saxon regulatory development. The study is informed by interviews with audit committee members and external auditors in large, listed companies and contributes novel insights to the understanding of the transformation of the role of the auditor due to the regulatory driver represented by the audit committees. The findings show a rather paradoxical development where the auditors increase their status through direct access to the board of directors, while also decreasing their status by being reduced to a supplier, among other suppliers of trust and comfort to the directors. The findings are of interest to accounting firms, as well as clients and investors, to recognise the transformation of the status of the auditor in spite of regulations to protect the role.

The predominant approaches to comparative corporate governance view legal transfers dichotomously, seeing corporate governance systems as either converging or diverging as a result of legal reform. Drawing on legal studies, this paper proposes an alternative model using the metaphor of the staircase to conceptualize how legal transplants can meet different evaluation criteria before being considered ‘successful’. The model is empirically illustrated by the introduction of the Swedish Corporate Governance Code. It is found that different corporate governance rules when transplanted could be said to meet evaluation criteria more or less strictly. This finding has implications for our empirical and theoretical understanding of how corporate governance systems converge.

Corporate governance regulation is a contested area. The introduction of a corporate governance code could, on the one hand, be understood as a regulatory capture performed by international institutional investors, but on the other hand, as the introduction of a code tend to involve local adaptations it could be understood as support for status quo, and hence favoring strong local interest groups. In this paper, these competing explanations are empirically tested through the analysis of non-compliance by Swedish listed corporations with different corporate control arrangements. The main findings are that corporations with a concentrated “Swedish” control situation (i.e. controlling shareholder holding more than 50% of the votes) explain significantly more than corporations with other ownership arrangements, whereas corporations with dispersed ownership (“Anglo-American” control situation) explain significantly less. This could be interpreted as that the Swedish code - regardless of controlling shareholder involvement in the regulatory process - favor corporate governance arrangements based on dispersed ownership, and hence a control situation that international institutional investors are familiar with. These findings have implications for how corporate governance codes should be understood in a global setting and what roles such codes could perform in a reform process aiming to change corporate governance arrangements.

Corporate governance regulation is a contested area. The dispersion of corporate governance codes could on the one hand be seen as a regulator capture performed by international institutional investors, but on the other hand as support for status quo favoring strong local interests, due to local adaptation of code content. In this paper, these competing explanations are empirically tested through the analysis of noncompliance in number of explanations by Swedish listed corporations with different corporate control arrangements. The main findings are that corporations with a concentrated “Swedish” control situation (i.e. controlling shareholder holding more than 50% of the votes) comply more with the code and provide significantly less explanations than other corporations, whereas corporations controlled by owners in the range of 20 to 50% (which would then represent the typical Swedish business group arrangement) comply less with the code and provide significantly more explanations, as do to some extent (but not as robustly) corporations with dispersed ownership (or an “Anglo-American” control situation). This indicates that the Swedish code through a series of adaptations of the international blueprint favors very strong local controlling shareholders. This is to some extent surprising, as the process of code development was set up to favor controlling shareholders with more moderate stakes. Nevertheless, it is of course to some extent logical that the code would also favor the strongest actors in the Swedish corporate governance system. Still, the strongest effect on code compliance (or not) seem to derive not from ownership concentration and type, but from board and CEO characteristics, traditionally associated with their relative power structure. These findings have implications for how corporate governance codes should be understood in a global setting and what roles such codes could perform in a reform process aiming to change corporate governance arrangements.

At the intersection between industrial relations and corporate governance - i.e. corporate board worker representation - this paper applies three perspectives from the industrial relations literature (unitary, pluralist, and egoist) on changes in directors’ perceptions over time. Empirically, a longitudinal survey (1999-2014), filled out by both shareholder- and worker-elected directors in the largest listed Swedish corporations, is utilized to map differences and similarities between the two director populations regarding the degree to which the directors display pluralistic, unitarian or egoistic assumptions. The findings indicate differences between the two categories of directors than employee elected regarding the egoistic assumptions. Shareholder elected directors expose such assumptions to a significantly higher degree than worker-elected directors However, the assumptions that gain the highest means for both categories of directors are the ones connected to the unitary perspective. This leads to the conclusion that differences between worker-elected directors and shareholder elected directors regards the allocation of value added of the firm rather than how this value added has been created. The paper contributes to the industrial relations literature by linking perspectives on industrial relations, often understood as incommensurable, by considering a longitudinal development in perceptions among relevant actors participating in corporate boards. The paper also contributes to corporate governance understanding of how the institution worker-elected directors interact with the board mechanism.