Omistajaohjaus, hyvä hallintotapa ja muu valvonta: Tutkimus suomalaisista osakeyhtiöistä

This doctoral thesis focuses on the relationship between the owners and managers as well as the associated governance mechanisms within the context of limited companies. The key interest here concerns the differences between various types of owners: public sector entities, such as the state or a municipality, differ from private sector owners in terms of their characteristics and preferences. Questions regarding public sector ownership were again highly topical in Finland during fall 2019, when disputes concerning collective bargaining in the state-owned mail company Posti Oyj eventually led to the resigning of the Finnish Government. This was not the first time that the challenges and tensions related to the governance of state-owned companies were discussed in the public sphere: other recent examples have related to, for instance, Arctia Shipping, which operates Finnish icebreakers, and Finavia, which governs and operates airports in Finland. It is hence evident that public ownership includes challenging questions that require further investigation.
This doctoral thesis aims at enhancing our understanding of the questions related to ownership and governance of limited companies. The main aim is to explore how publicly and privately owned limited companies differ when examined from the perspectives of ownership steering, corporate governance as well as other types of oversight.
The research setting in this doctoral thesis is based on the classical agency theory, which describes the problematic relationship between the agent and the principal, caused by information asymmetry between the parties. The aim of ownership steering, corporate governance and other types of oversight is to ensure that the management of the organization, i.e. the agent, operates according to the interests of the owner, i.e. the principal. At the same time, it is important to acknowledge that all the key actors within any organizational governance, that is, the chief operating officer (CEO), the board and the owner, need to follow the stipulations set in the relevant regulation concerning limited companies. In the Finnish context this implies for instance that the owners have no right to intervene in the day-to-day management of the company, as this task belongs solely to the CEO and the board.
The results presented here show that good corporate governance mechanisms often depend on the context and that they may differ according to the main owner of the company. Likewise, whether or not the company is listed on a public stock exchange may have an impact on the governance mechanisms. Corporate governance is typically formed of several structures and mechanisms, which include both internal and external elements. A typical internal governance element would be the board of the company, while the external mechanisms include different types of oversight institutions, financial markets and regulatory frameworks. From the perspective of effective resource allocation, these governance mechanisms are highly important. Still, this thesis elaborates on how it is important to realize that the use of overlapping governance structures may lead to ineffective use of resources. This may be a problem for companies owned by the public sector in particular, if they wish to be associated with high-quality use of public funds.