Institutionalising corporate governance: contradictions, negotiated compromises and unintended consequences

Abstract

This study examines how corporate governance (CG) reforms emerge, institutionalise and are enacted across institutional levels. Focussing on three reform cycles in Pakistan (2002, 2012 and 2017), it explains how governance codes are negotiated, hybridised and resisted under family ownership and political patronage, and why formally stronger regulations may nonetheless produce symbolic compliance, selective implementation and strategic exit. Drawing on Dillard et al.’s (2004) multi-level framework, integrating neo-institutional sociology, structuration theory and Weber’s axes of tension, the study analyses 41 interviews with regulators, market actors and executives, complemented by documentary analysis spanning 1995–2020. Data were coded thematically and interpreted longitudinally across socio-political, organisational-field and organisational levels. CG reform is neither linear nor convergent. International financial agencies exerted coercive and normative pressures, but these interacted with entrenched family capitalism to produce negotiated outcomes and partial institutionalisation across all three cycles. Boards, committees and disclosure practices were formally adopted yet routinely decoupled from decision-making. Symbolic compliance, selective adoption and strategic delisting emerged as rational responses to preserve family control; the 2017 Regulations strengthened legal formality without altering underlying power dynamics. The study focuses on listed family-controlled firms, with interview data centred on 2012 and the early post-2017 period. Future research should track enforcement, investor activism and digital reporting across countries and time. Effective CG requires independent regulators, credible enforcement and positive incentives for controlling owners. Without concurrent reforms addressing political power and financing structures, formal regimes risk reinforcing symbolic compliance and selective exit. The paper links reform development to unintended organisational consequences across successive regulatory cycles, revealing tensions between formal rationality in CG codes and substantive rationality embedded in family capitalism. The multi-level framework offers a transferable lens for analysing CG reforms in other emerging economies characterised by concentrated ownership and entrenched power relations.