The Reflexive Properties of Corporate Governance Codes: The Reception of the 'Comply-or-explain' Approach in Slovenia

The Slovenian Corporate Governance Code for Public Joint-Stock Companies was adopted in March 2004. We examine how far the implementation of the Code has resulted in the 'reflexive' learning processes which the 'comply-or-explain' approach to corporate governance aims to bring about. We find that compliance strategies are strikingly uniform across firms in terms of the content of deviations as well as in types of disclosure and explanations for deviations. Moreover, the quality of corporate reporting is low, with effective explanations representing only a small minority of disclosures. Thus there is little evidence that the Code has stimulated organizational learning. We consider the implications of our findings for the development of corporate governance in transition systems and for the comply-or-explain approach more generally.