Do corporate governance codes improve board accountability? Evidence from an emerging economy

The purpose of this study is to examine whether the expectations and requirements contained within the corporate governance code have an impact on how accountability is perceived, understood and practiced by company board members in an emerging economy (Mauritius).

The paper relies on 24 semi‐structured interviews of board members in listed and non‐listed companies and also analyses the accountability implications present in the local code of corporate governance and relevant reports. The analysis is informed by the typologies of board accountability and process developed by Roberts in 2001 (socialising, individualising, sovereign and complementary) and is complemented by Pettigrew and McNulty's 1995 notions of minimalist and maximalist boards.

From a state which can largely be associated to the notion of sovereign governance and a minimalist board, the findings reveal a substantive change in the type of board accountability but it is one which privileges an individualising form of board interactions. A move to a more empowered “maximalist” board is also noted. Notwithstanding, the paper uncovers specific issues with the INED as an accountability mechanism in that there is much fuzziness on his/her role and motivations and whether INEDs can conceivably contribute to a socialising form of board accountability.

The paper responds to calls for more qualitative research on how boards actually operate in emerging economies, at a time when an increasing number of countries have adopted corporate governance requirements drawn primarily from the Anglo‐American model. This paper contributes to the literature by providing empirical evidence on corporate board processes and dynamics in non‐Western contexts.