GUIDOUX Aymeric

According to the stakeholder theory, Corporate Social Responsibility (CSR) is the answer given by companies to the increasing pressure from employees, shareholders, local communities, environmental NGOs or regulators to take into account the environmental and social impacts of their activities. The challenge is not simply to compensate for negative externalities but to transform companies to allow for sustainable growth. Thus, CSR pushes companies to be proactive and to exceed regulatory expectations. However, how to reconcile such different and even opposing objectives? As more and more companies integrate CSR into their strategies, governance processes seem to be the missing link in bringing together economic, social and environmental performance. This thesis presents empirical and theoretical arguments for the impact of governance at its highest level, from the board of directors to the CEO. After an introductory chapter, Chapter 2 analyzes the link between board composition and the integration of CSR into corporate strategy. It is based on a law on the representation of women on boards of directors. Adopted in France in 2011, this law has led to the appointment of new directors, most of whom are younger than their predecessors. However, this chapter shows that the increase in diversity on boards is not correlated with changes in financial and non-financial performance. This chapter is based on a study of SBF 120 companies from 2009 to 2015. However, while the characteristics of the directors are involved in the decision-making process, the implementation of strategies and the management of the company is entrusted to the CEO. Through a remuneration system with a variable component, the board of directors strives to align the interests of the CEO with its own. Chapter 3 examines the effectiveness of variable remuneration based on environmental or societal criteria. It shows that the impact of these "CSR bonuses" depends on the company's governance model. For companies with a shareholder governance model, CSR bonuses seem to have only a negative impact on financial performance. On the other hand, for companies of the partnership type, these bonuses effectively improve extra-financial performance without reducing financial performance. This empirical study is based on a global panel of 3500 companies over the period 2006-2015. Chapter 4 proposes a theoretical model to analyze the impact of the intrinsic or extrinsic nature of incentives. Based on the principal-agent model developed by Che and Yoo (2001), this chapter analyzes different incentives for a company composed of two agents working on a CSR task. Three scenarios are studied: both agents receive financial compensation, both agents are intrinsically motivated, one agent is intrinsically motivated and the other financially motivated. The model shows that the optimal scenario for the principal depends on the level of intrinsic motivation but also on the interdependence between the two agents' decisions. In the particular case of the remuneration of company directors, the empirical evidence shows that including CSR criteria in the remuneration is more adapted to companies with a high decisional interdependence. The conclusion traces the link between governance and CSR at several levels, and discusses the implication of networks and mimicry effects between firms.

According to the stakeholders’ theory, Corporate Social Responsibly is the firm’s response to increasing pressure from employees, shareholders, communities, environmental NGOs or regulators to consider the social and environmental consequences of their business activity. What is at stake, is not only a compensation of negative externalities but the adaptation and the participation of firms to a sustainable growth. In that sense, CSR is not just about being efficient but being the best and push firms to be proactive and go beyond legal requirements. But how manage objectives so various and even opposite? While firms start to integrate CSR into their global business strategy, at the top of the decision-making process, corporate governance appears to be the missing link to join economic, environmental and social objectives. This dissertation provides empirical and theoretical evidences of the determining factors involved at the high level of firms’ governance, from the board of directors to the CEO. After an introduction chapter, chapter 2 investigates the link between board composition and integrated CSR strategies. Adopted in 2011, the law targets listed firms and brought about the entrance of new directors, more likely to be women and younger than prior directors. However, we do not find evidence that this diversity is correlated to financial or extra-financial performance. For this chapter, we use a panel composed of French listed companies (SBF120 index) over the 2009-2015 period. If director’s characteristics are involved at the top of the decision making-process, the execution of the strategy and management of the firm is delegated to the CEO. Using variable pay, compensation part determined by performance objectives, the board aligns the CEO’s interests with his own interests. Chapter 3 shows evidence of the effectiveness of CSR based compensation part, labelled under the term “CSR contracting”. We show that the impact of such compensation depends on the governance structure. For firms who focus on shareholder, CSR contracting is more likely to have a negative impact on financial performance and no impact on extra-financial performance. On the contrary, for firms with a stakeholder model of governance, we show that CSR contracting is effective and have a positive impact on the environmental and social performance without impacting the economic results. This empirical work is conducted on a worldwide dataset with 3500 firms over the 2006-2015 period. Chapter 4 provides a theoretical framework to understand the role of governance factor on the efficiency of incentives. We develop a model based on Che et Yoo (2001) model to study the influence of compensation among a team of two managers who have to work on a CSR task. We determine the optimal compensation between three compensation mixes: both agents receive monetary compensations, both agents receive external rewards from their environment, one agent receives monetary compensation and the other receives an external reward. We show that the choice of the optimal compensation scheme depends on the environment outside the firm, i.e. the level of the exogenous reward, and the environment inside the firm through the level of the interdependence between the managers' decisions which corresponds to the capacity of the firm to create cooperation between the agents. Then, using evidence from executive compensation, we apply this model to the relationship between the CEO and the board of directors and find that the adoption of monetary incentives for CSR tasks is more suitable for firms with a high decisional interdependence than for firms with a lower interdependence. In conclusion, from directors’ characteristics to the overall governance organisation, we retrace the link between corporate governance and CSR integrated strategies. a link who could go beyond firm frontiers and include industry ties and peer effects.