Communicating transparancy : a genre network approach : how do corporate governance codes - the SOX and the Tabaksblad Code - affect Dutch cross-listed companies' corporate communication?

Abstract

The financial scandals around 2000 caused the need for changes in the corporate governance systems. The consequence was the establishment of the US Sarbanes-Oxley Act and the Dutch Tabaksblat Code. These corporate governance codes include rules for 'good governance'. The goal of 'good governance' is company transparency. If listed companies comply with the codes' rules transparency has been achieved. That would imply that 'good governance' has been collectively accepted. Corporate communication is an important part of 'good governance'. Most rules included in the codes are communication rules. Listed companies that should comply with the rules are required to adjust their corporate communication to the rules. The annual report represents the entire corporate communication. If a listed company adjusted its communicative actions as a consequence of compliance with the rules, the annual report should reflect these adjustments. If the case-study company complies with all rules Dutch and US 'good governance' will have been achieved within this company. The dissertation includes therefore two genre-based analyses. First the 2006 Dutch annual report of a Dutch cross-listed company will be analyzed in order to show whether the company complies with the Tabaksblat Code requirements. Second the 2006 US Form 20-F will be analyzed in order to determine whether the company complies with the SOX requirements. The main conclusion is that the case-study company complies with all SOX requirements, although it can not be checked by 'outsiders'. Another conclusion is that the 'comply or explain' rule with respect to the Tabaksblat Code is unclear. It is therefore unclear whether the case-study company's explanations have been accepted. It is thus hard to determine whether or not the company complies with all Tabaksblat Code requirements