Constructing an accountability regime for proxy advisors: an organizational roles perspective

Purpose - This study investigates how the interrelated elements of organizational roles – activities, motives, resources and relationships – are mobilized to construct a code of conduct for the proxy advisory (PA) industry in Europe. Design/methodology/approach - This qualitative study uses archival documents from three consecutive regulatory consultations and 16 interviews with key stakeholders. It analyzes how different stakeholder groups (i.e. PA firms, investors, issuers and the regulator) perceive and mobilize the elements of PA firms’ role to construct the accountability regime’s boundaries (accountability problem and action, and users and providers of accounts). Findings - This study shows how PA firms, investors, issuers and the regulator refer to the perceived motives behind PA firms’ activities to construct an accountability problem. The regulator accepted the motives of an information intermediary for PA firms’ role and required PA firms to develop a corresponding accountability action: a code of conduct. PA firms involved in developing the code of conduct formalized who is accountable to whom by aligning this accepted motive with their activities, relationships, and resources into a common role. Originality/value - The study highlights how aligning role elements to reflect PA firms’ common roles enables the construction of an accountability regime that stakeholders accept as a means of regulation. Analyzing the role elements offers insights into the development and functioning of accountability regimes that rely on self-regulation. We also highlight the role of smaller regional firms in helping shape transnational accountability regimes.