The “comply or explain” principle in corporate governance statements in Poland

Abstract

Purpose: Each entity that submits a corporate governance statement is required to indicate the principles that it did not apply and to explain the circumstances and reasons for not applying them. The objective of this article is to assess the scope of corporate governance reporting in Poland, with a particular focus on the areas where companies deviated from applying corporate governance principles.Methodology/approach: The study involved 280 corporate governance statements made by 140 listed companies on the Warsaw Stock Exchange (WSE-LCs). The time scope of the study covers the years 2020–2021, as in that period, the scope of applying good practices of corporate governance was changed at the WSE. In addition to the content analysis of corporate governance statements, the study also applied the following research methods: bibliometric analysis, a critical review of the literature, comparative analysis, as well as induction and synthesis methods used in formulating the conclusions.Findings: The results of our empirical research demonstrate that the companies took various approaches to reporting their corporate governance obligations. In 2020, the full application of Best Practices for WSE-LCs was declared by only five companies, and in 2021, only four. This means that the other companies departed from applying them to a smaller or larger extent. While the Best Practices for WSE-LCs 2016 included only one recommendation and eight detailed principles from which at least 20% of the companies deviated, with regard to Best Practices for WSE-LCs 2021 that number was as many as 14 principles. This makes it possible to conclude that the 2021 amendment of the corporate governance good practices code affected the implementation of the “com-ply or explain” principle compared to the previous year.Originality/value: This article fits into the current trend of research on non-financial reporting, in particular, changes to the application of corporate governance principles. The article also fills a research gap, defining the key areas of departures from applying corporate governance principles, which were identified for Polish listed companies. The results may be of interest to both academia and the examined entities.

Keywords

• corporate governance
• corporate governance statement
• non-financial information
• non-financial reporting
• “comply or explain”
• Best Practices for WSE-LCs