The impact of governance on performance state owned enterprise:

Evidence from Quantitative study

Younes BELFELLAH

PhD student at IAE Business School of Pau-Bayonne – University of Pau and Pays de l'Adour – France

Centre de Recherche et d'Etudes en Gestion (CREG)

Adresse : Avenue du Doyen Robert Poplawski, 64012 Pau, France.

E-mail : younesbelfellah@hotmail.com

David CARASSUS

Professor at IAE Business School of Pau-Bayonne – University of Pau and Pays de l'Adour – France Centre de Recherche et d'Etudes en Gestion (CREG)

Adresse : Avenue du Doyen Robert Poplawski, 64012 Pau, France.

E-mail : david.carassus@univ-pau.fr

Abstract: This paper aims to analyze the impact of governance determinants on state owned

enterprise’s global performance through a survey on Morocco by being interested on reports and

relations between the both disciplines. A theoretical review is first undertaken. It will then be followed

by an empirical widened and gone deeper into study by recording to a strategy of research leaving of a

hypothetical-deductive logic as well as a confirmative analysis dedicated to redraw marks and to

transmit the notices of experts.

We conducted this study on 100 Moroccan state-owned enterprises of various business sectors.

In the first place, we questioned a sample limited to deduct the governance determiners in this

company’s kind through exploratory survey, later we analyze the impact of the governance on the

performance by questionnaires.

Finally, we interpret the results and we expose the manager’s comments of Moroccan state owned

enterprises on the obtained results, like a confirmatory study.

The output of study show a heterogeneity in the practice of governance, advances are registered in

business sectors pioneers of the Moroccan economy, positive links are to indicate between the

property structure, information transparency, manager characteristics and global performance. We

ended this work by discussing future perspectives and implications for the optimal implementation of

governance aimed at improving global performance.

Key words: Governance, Performance, State owned enterprise, Impact.

The corporate governance is all the organizational mechanisms, which have the effect of

bounding the powers and of influencing the manager’s decisions, in other words, which 'govern' their

conduct and define their discretionary space (Charreaux, 1997). The leading part of a governance

system defines itself as that to align the capacity to seize growth opportunities and appropriation of the

earnings, which arise from it. In this register, Rajan and Zingales ( 2000 ) defines the governance as all

the allowance mechanisms and power exercise or the hierarchical authority. Criticizing the strictly

shareholder vision of the governance, they support that the distribution of the power and the value

created between the active parts in the firm are a governance mechanism centered on the conflict

prevention and thus on the convergence of the utility functions. It is interesting to underline the

passage from the corporate governance to organizational governance. Pesqueux (2010) asserts that

organizational governance aiming at the couple "relevance - coherence" which prevails in fact, both

aspects guaranteeing the organization sustainability. The relevance is seen here as the strategy

formulation of profit realization and the coherence as a "compromise of corporate governance"

between various agents, that they are "internal" or "externs" to the organization, (Perez, on 2009) adds

that the governance is the management of the management within the organization.

Historically, the state owned enterprise played a leading roles in the economic development by

the industrialization and the modernization of the growth and production structures in several

countries, in particular France, Norway, South Korea, Austria, Singapore, India and Brazil, …

As an example, Singapore Airlines is among the best airline companies in the world, and other

state owned enterprise represent models of best practice in Management and technological progress as:

Embraer, the Brazilian manufacturer of the civil planes used in the regional aviation, the business and

agricultural, the Renault company who is classified the fourth car manufacturer in the world and the

Korean Posco company, one of the main world producers of steel. They are so many staye owned

enterprise success with a strong participation of the State in their property and their boards of

directors.

In the outcome, the questioning on the present state owned enterprise of the immense stakes,

which see each other on two levels:

The realization of the state goals as regards the local development and the closeness politics

towards the citizen, which requires a new public management directed to the performance.

The state owned enterprise work in strategic and societal services. Indeed, they establish the

defense line the public interest, the protection of the citizens and the social justice

arrangement, what falls to these companies to have the transparency ceiling, the mastered

management and the accountability to the opinion public.

Morocco gives a big interest to the governance as a way of reform, the term "governance" quoted

twelve owe in the Moroccan constitution. The first article of the Moroccan constitution stipulates that:

The democratization of the State and the society, and the improvement of the business climate pass by

the adoption of the good governance rulers. They so require the implementation of the principles and

the mechanisms planned by the constitution, with, to the first one, the correlation between the

responsibility and the accountability, the raising of public life moral standards. It fights against any

forms of the trust breach and the corruption, and against the monopoly and the crony capitalism, this,

besides the necessity of working at assuring the opportunity equality and guaranteeing the freedom to

undertake and the free-market economy. Furthermore, the State Moroccan published three codes of

best practice of the governance, in particular one a code on the best practice of the governance of

public enterprises.

The objective of this paper is to know the determining factor of governance influencing state owned

enterprise performance through the Moroccan case.

The rest of the article organized as follows: in the following section, we present the theoretical

frame of corporate governance. We grant a particular attention on the specificities of the performance

state owned enterprise. The second section exposes the methodology and the survey approach; we

present the characteristics of the sample. Finally, we expose the study results and we explain the

research future perspectives.

1. Theoretical Frame of the corporate governance.

Charreaux (1997) specifies that the governance of company is all the organizational

mechanisms, which have the effect of bounding the powers and influencing manager’s decisions. In

other words, which govern their conduct and define their discretionary space, the leading part of a

governance system defines itself as that to align the capacity to seize growth opportunities and

earnings appropriation, which arise from it. In the same direction, Rajan and Zingales ( 2000 ) defines

the governance as all the allowance mechanisms and power exercise or the hierarchical authority.

Criticizing the strictly shareholder vision of the governance, they support that the power

distribution and the value created between the active parts within the firm are a governance

mechanism centered on the conflict prevention and thus on the functions utility convergence.

In this perspective, the conceptual framework of the governance builds itself on fundamental

theories. It is about the transaction costs theory holds the transaction as analysis unity and the assets

specificity supports of the transaction, as central concept (an asset is all the more specific as its

redeployment towards another use pulls an important loss of value), it explains the arbitration between

debts and own capital by the assets specificity to be financed. For Williamson, we internalize to avoid

despoiled and losing the valuable minimum with regard to what would be practicable with compared

with the optimum of first row, to the Nirvana economy. Leaning on the principle of efficiency,

Williamson defines transaction costs, as " the engendered costs (or being able to be her) by the

contractual exchanges of the goods or the services between firms ". He describes transaction costs as

sum of the ex-ante costs; of research and information, negotiation and writing of the contract

connecting two entities committed before the transaction realization and the execution ex post costs; of

control, surveillance, adjustment in the not planned events, dispute, arbitration, enforcement, and

modification of the contract supported after the contracts signing. In case of conflicts appearance, he

also considers that transaction costs include the agency costs. The efficiency of the diverse economic

institutions thus has to appreciate by the transaction costs, which they engender. Therefore, firms,

conceived as "structures of internal governance" by transactions previously governed by the market

mechanisms, would exist because of their advantages in terms of transaction costs.

In addition, the agency theory is a pillar of corporate governance. Originally, this theory, we

find a relation of agency established between both parts. The representative (agent) receives a mission

of the principal (main thing) and has to act in the interest of the latter. The relation of agency, created

on the initiative of the main thing, plays generally to his detriment because there is an asymmetry of

information: the agent has a know-how which does not possess the main thing. One of the Modigliani

and Miller hypotheses (1958), is that the manager always acts in the best interest of the shareholders.

Against, we notice that every (rational) agent acts at first in the way which maximizes its personal

objectives, and which are not inevitably the same that those others. So, conflict source can infiltrate

within the relation between the managers and the shareholders. The managers are named to act in the

name of the shareholders and in their interest. They are the agents of the shareholders, where from the

name of the agency theory. The separation between the management function and the capital property

of a company introduces an uncertainty source, which can take several forms. Indeed, the managers of

the company cannot look for the profit maximization, but pursue other objectives. This phenomenon is

possible in firms or the capital dilution has for consequence the emergence of a managerial power,

which, actually, imposes its decisions to the owners / shareholders. Berle and Means in 1932 will

reveal this phenomenon, for the first time. Other works will show that the objectives of the managers

do not amount to the profit maximization.

The existence of agency relations entails the birth of agency costs, which arise " in any situation

implying a cooperation (...) By two or several people, even if there is no relation main thing - agent

defined well " (Charreaux and alii, 1987). More exactly, the authors, following the example of Jensen

and Meckling (1976 ), distinguish three costs types. At first, the surveillance costs, which does the

main thing (the shareholder) to try to limit the opportunist behavior of the agent (manager) support.

The main thing can reduce the differences by setting up incentives to limit the behavior of the agent,

which would not serve his interests. The control spending corresponds then to the writing cost and

surveillance of the past "agreements", these costs agreed to verify the adequacy between the

representative management and his own objectives, and we quote in this respect: the control

procedures implementation and the audit systems. Then, the obligation or commitment costs, which

the agent can, should rather commit to put the main thing in confidence, as the contraction of a third-

party insurance. It guarantees in this way in the main thing that it will not realize certain actions

contrary to its interests (as the discretionary spending commitment) or, quite at least, that he will pay

her counterparties if such shares begun. These costs result, for example, from the realization of

financial statements or from audits.

Finally, the opportunity costs, not explicit, representative of a "residual loss" corresponding to

the utility loss utility (the monetary equivalent of this satisfaction loss of satisfaction undergone by the

main thing because of the interest difference of interest. Illustration of this type agency costs

existence: as far as the shareholders have rational anticipations, they are completely aware that the

manager behavior risks evolving in a sense unfavorable to their interests. In these conditions, they will

not agree to pay the shares to the initial price, but to their new value of balance, pulling a decrease in

representative company value of a residual risk (Jacquillat and Levasseur, 1984). The knot of the

problem lives in the valuable gap enter the firm which supports these three agency costs types and the

one who does not support them, difference which it will be a question of filling by the optimal

research and the modes implementation of agency conflicts resolution of the conflicts, as the

managers shareholding.

The property rights theory indicates to us that the separation enters fructus, usus and abusus,

which symbolizes the managerial company tends to limit the property rights efficiency. The parties in

presence, benefiting each of party of property rights on the firm go, from then on, pursues interests,

which can be divergent. In the same direction, property rights are relations codified between the

human beings and who have relationship for things, we can distinguish absolute said rights and

contractual said rights. The right absolute concerns all the members of a community and are opposable

them while the right contract employees concern only the implied parties, thus The right absolute

determines the right type contract employees while the right contract employees remain forced by the

absolute right. Indeed, to hold rights, it is to have the other member agreement of the community to act

in a way and wait from the company which it forbids others to interfere with its own activities.

Differently, to hold a right on an asset thus allows to use this asset, to change the shape it and

the substance, to transfer all the rights on this asset by the sale or to transfer certain rights by the rent.

As a matter of fact, the big merit of the property rights theory was to light the motivations economic

agents which federate in the maximization of the utility and the accumulation, by putting the

efficiency at the top of the criteria of choice whatever is the property type (deprived, deprived limited,

public or public limited).

These three previously mentioned theories compose the contractual theory firm bases, Coase

(1937) specifies that the firm establishes an alternative coordination mode to the market. He

formulates the hypothesis, while on the coordination market of the individuals is made by the valuable

system, the firm is characterized by an administrative coordination ( the hierarchy). In this vision, the

relations nature between the owners and the managers and between the latter and all the company

partners show themselves under "contractual" shape (Alchian and Demsetz, on 1972).

In the founding corporate governance theories, the manager role seems very discreet even

absentee. Once evoked, the interests differences between the manager and the shareholders, and the

opportunism possibility, the attention are mainly concerned the identification of the external or

internal mechanisms allowing disciplining the manager.

At the end of the 80s, Shleifer, Vishny and Morck developed the implanting theory. It questions

the foundations of the contractual theories generally and the agency theory in particular. This theory

seems to offer a study frame suited to the opportunist strategies managers’ analysis and their

consequences on the control system and on the company performance. Mintzberg (1986) on the

implanting theory: he defines this one as behavior which are situated outside of the justifiable

influence systems ... Often, besides, they oppose these systems … (They) aim at serving the individual

or the group, obviously to the detriment of the organization generally. (And) make individuals oppose

themselves or groups of organization.

The implanting consists for managers to value their presence within the company by making

expensive their revocation and so by reducing their replacement risk. The manager will adopt then

implanting strategies, that is, to make essential in the shareholders eyes, this power exercise can lead

to the enrichment and the consolidation of the personal power, to the speculation or to the preference

for less profitable, but socially comfortable strategies because they limit the internal contesting. The

implanting translates the will of the manager to free itself, at least partially, from the control of the

shareholders, to keep its position, increase its freedom of action and maximize its pensions. There

also, the implanting theory crystallizes with other complementary theories in the manger market

analysis, it is about the managerial latitude theory (Charreaux, 1996) which consists that the corporate

governance system efficiency lies in its capacity to leave latitude increased to the managers to define

the firm borders and draw their organizational architecture to optimize the resources use. The

managers value their presence within the company by making expensive their revocation and so by

reducing their replacement, the resources dependence theory (Pfeffer and Salancik, 1978; Boeker and

Goostein, 1993) postulates that the organization members have their place only because of their

capacities to mobilize resources for the benefit of the organization. These resources can be very

diverse: financiers, skills, knowledge, contacts, etc., while the estate management theory (Davis,

Schoorman and Donaldson, on 1997; Lane, Cammella and Lubatkin, on 1998; Robert and Stiles, on

1999) based on a perspective human relation (Hung, on 1998) and its departures hypotheses are set

against those of the agency theory. She puts that as directors rules want to make some good work and

will act as effective bursars of the resources of an organization.

Rightly, the senior executives perceived as being partners. The main task of the director’s board

thus is not to assure the administrators conformity with the shareholders’ interests, but rather to

improve their performance. The role of the board meeting designed as being strategic: he has to work

with the administrators to improve the strategy and add some value to the decisions.

In this context, it is not surprising that the ideas and the management practices applied to the

governance. According to this point of view, the directors should chose their expertise and their

contacts, so that they can add some value to the organization decisions. The theory of the estate

management refers to a model of the human behavior in particular defended by Argyris (1973),

following McGregor (1971) and following Maslow (2004). In this model, the man looks for his

personal fulfillment, to place him in an environment, which denies this fundamental need create a

situation of prediction auto-director, in this particular case a behavior in compliance with the one that

predicts the theory of the research agency for the personal interest to the detriment of the collective

interest.

1.1 Contractual governance theories.

Thirty four years after " Modern Corporation and Private Property ", Jensen and Meckling (

1976 ) raised again the problem of interests conflicts between owner and manager, as well as his

impact on the company performance. Indeed, both authors considering as well as the firm is a knot of

contract, which connects on one hand an agent (the manager) with a main thing (the owner or the

shareholder), each both (agent and main thing) try to benefit from this relation. The first one makes a

commitment to manage the firm by making decisions, which normally have to affect positively the

company profitability and so assure an optimal efficiency for the main thing. The latter as for him

makes a commitment to give up its decision-making right in favor of the agent, or of time, besides a

remuneration perceived to the agent. The relation such as defined in the agency theory is asymmetric,

that is both parties have no same objective, a main thing has for obvious objective the maximum

capital invests profitability. On the other side, the decision-making choices of the agent are not

inevitably advantageous for the investor.

In a universe where we cannot be informed in a exhaustive way nor to have the capacity to

understand everything and to analyze the received information (Simon 1947), appears opportunist

behavior ex ante - that is by trying to hide the information - or ex comment - by taking advantage. As

an example, a manager to protect itself against any revocation, will opt for a said strategy " of

implanting " (Shleifer and Vishny 1989; Edlin and Stiglitz 1995), this strategy consists in returning

the replacement of the difficult manager, this will come true by proceeding for example to investments

in projects the profitability of which is conditioned by their presence at the head of the company either

by the increase of the uncertainty on the investment characteristics so as to discourage the potential

managers to agree to embark on a project at unknown and not mastered risk. The agency theory so

confides to the governance system the role of financial investment reassurance (Shleilfer and Vishny

1997): she allows to make sure that the manager.

However, Williamson (1985) analyzes the firm not at the level of contracts but rather under the

transactions shape. The latter imply at least two agents, that they involve several firms or different

business units within the same organization, and seen that these transactions are concluded by the

human being, we shall speak about " axioms behavior ", worth knowing the limited rationality

developed by Simon ( 1947 ) and who means the incapacity to be totally informed and to understand

and to plan the reactions of the stakeholders and the opportunism (Alchian and Demsetz 1972;

Williamson, 1975), evoked in the previous paragraphs. If the first conception does not make

controversy, the second was nevertheless criticized part the partisans of an economic theory based on

the trust (Ghoshal and Moran on 1996). The opportunist behavior is going to engender costs connected

to the mechanisms implementation to allow solving in the "amicable" of the conflicts and the

differences ex comment (Williamson, on 1985). " The participants can conceive solutions to their

conflicts satisfactory than cannot make him the professionals [the courts] forced to apply main rules

on the basis of a knowledge limited by the conflicts " (Galanter 1981), but the implementation costs of

these mechanisms have not to be higher than those engendered by their absence. This is the way the

governance system can be also defines as an effective way to reduce the opportunism costs (include in

the agency costs and transaction). This requires that at first the agent utility (its remuneration) or

superior to the market utility (the remuneration which the market is ready to pay to benefit from agent

services) and what the chosen action is actually the best for the main thing (Hart and Holmstrom

1987). Besides the incentive, the transactional analysis adds the role of the administrative control or

the bureaucracy.

For (Fama 1980), he considers, by supporting the perspective of Jensen and Meckling, that the

governance system consists of "internal" mechanisms, set up deliberately by the stakeholders such as:

the voting right attributed to the shareholders, the board meeting, the remuneration systems, the audits

decided by the managers; and "externs", resulting from the spontaneous functioning of markets as

mangers market and that of takeovers. However, the managers market stays the mechanism

dominating in the managerial firms (Fama 1980). But this does not prevent (always according to

Fama) that even with the existence of these mechanisms, the managers can hide the financial or social

information by treating them or by delaying their distribution what allows to neutralize and to weaken

external control mechanisms external control such as the managers market. The agency theory also

calls back that there are various directors’ categories who manage according to the expectations of

blanching them. The board meeting mechanism does not escape too from the debate on its efficiency,

in particular as regards the influence of the existing social network enter on the firm performance firm,

the accumulation of mandates (who can lead to a dispersal of the effort). For Williamson (1984, 1985),

by trying to justify this choice, suppose that if the stakeholders, other than the shareholders, are

correctly protected by their contracts, the particular transaction characteristics which establishes the

financial capital inflow, make that the shareholders are particularly exposed at the opportunism risk

and assume(accept) the main part of the residual risk. This did not prevent the contesting of this

"shareholder" said model (Moore and Reberioux 2009). Indeed, the stakeholder’s extension in the

knot of contracts brings a partnership vision to the corporate governance so distinguishing it from the

shareholder approach (Charreaux on 2004).

Table 1: Synthesis of the works linking the organizational theories of organization with

the governance

Governance theory References

Agency theory

Charreaux G. (1999), Gomez, P.Y (2001), Adams, R.B.,

Hermalin, Weisbach, M.S.,(2008), Boone, A.L., Field, L.C.,

Karpoff, J.M., and Raheja C.G.,( 2007), Wang, J. L., Jeng,

V., & Peng, J. L., (2007), Barredy C., (2008), Chrisman J.,

Chua J., and Litz R. (2004), Van Den Berghe, L. and

Carchon, S.(2003).

Property rights theory Pesqueux Y. (2007), Couret A. (2002), Villalonga (2000), S.

Onnée (2010), Coles, J.L., Daniel, N.D., & Naveen, L.,

(2008), Linck, J., Netter, J., & Yang, T., (2007),

Krivogorsky, V., (2006), Gillan, S.L., Jay, C., Hartzell, and

Laura, T., Starks, (2006), Rogers, P., Dami, A.T, Ribeiro,

K.C., & De Sousa, A.F., (2007), Amann B., (1999),

Andersson R.C and D.M Reeb (2003), Junk K., et Kwon, S.

Y., (2001), Peter , K., Shapiro, D. et Young, J. (2005),

Schulze , W., Lubatkin, M. and Dino, R. (2003).

Transaction costs theory S. Trébucq (2005), Anderson, R., Mansi, S., & Reeb D.,

(2004), Ashbaugh, H., Collins, D.W., & LaFond, R., (2005),

Bebchuk, L., & Cohen, A., (2004).

Implanting Managers theory Charreaux G. (2008), Chen, J., (2005), Xie, B., Dayidson,

Wallace, N., & DaDalt, Peter, J., (2001), Allouche J. and

Amann B., (2002), Louvet, P. and Taramasco, O. (2004).

Managerial latitude theory Miller, D., and Le Breton-Miller, I. (2006), Louvet, P. and

Taramasco, O. (2004), Charreaux G. (2008).

Estate theory Bayad M. and Grand D. (2002), Louvet, P. and Taramasco,

O. (2004), Miller, D., and Le Breton-Miller, I. (2006),

Salvato, C., (2002).

1.2 Cognitive theories of the governance.

In their conception, the contractual theories, by concentrating on the profit maximization and its

distribution - by using the incentive and the control to solve interest conflicts - considered the firm as

being static, unproductive. It of other term, the company seen as an isolated entity which does not

influence by the various changes, and thus has no capacity to create itself mechanisms susceptible to

protect him in a proactive way risks (opportunism for example). Among the reproaches also which

were sent to the contractual theories: the confusion between both notions "information" and

"knowledge" (Loasby on 2001). If the first one indicates" the data set relating in the states of the world

and in the contingent consequences in these states which ensue from events of the world resulting

from natural or social causes " (Fransman on 1998), the knowledge is account to her represent the use

or the information interpretation, this interpretation depends on the cognitive luggage of each

(Fransman1998). This is the way we speak about the current said cognitive, which on the other hand

defined the firm by its capacity to produce some "knowledge".

It is to Penrose (1959) in his " Theory of the Growth of the Firm " that we owe the integration of

the "knowledge" notion in the firm theory. The firm is designed as an entity of knowledge

accumulation guided by the manager vision and according to the experience there which it acquired.

The company by mobilizing and by combining a set of available resources around her, can create its

own identity that the others cannot imitate him suitably. For example, the fact of copying out an

activity (extension or transfer) does not give systematically the same results as the activity of origin,

this being due to the factor(mailman) of the learning(apprenticeship) by the practice or the " learning

by doing " (Winter 1995). For Foss (1996), the survival of the company is conditioned by the

realization of a more effective coordination of the learning processes. It of other term, the firm which

does not manage to optimize the apprenticeship risks disappearing. The accumulation of knowledge

often drives to use this luggage in the knowledge elaboration, a process called innovation. Indeed, the

latter defines it self as being the creation and the new knowledge application to make them productive

(Penrose, 1959; Drucker, 1993).

In this direction, Winter and Nelson (1982), inspired by the Joseph Schumpeter's evolutionary

theory, consider that the innovation establishes an element determining in the firm positioning in a

market characterized by a " dynamic competition ". This competition is considered by both authors as

a mechanism of firm selection. Indeed, only the innovative company can reach the rank of industrial

leadership (Winter and Nelson 1982).

The company long-term survival thanks to its capacity to solve problems (More than the

capacity to reduce conflicts of interests). So, especially in innovative company cases, we speak no

more information asymmetry information but rather knowledge asymmetry between manager and

shareholder (or other stakeholders). This asymmetry may cause cognitive said conflicts (Wirtz, 2005),

being this of due to divergent subjective representations of all the opportunities opened to the

company.

The cognitive approaches are focused on the justification of the not financial indicators during

their operating life (the consequences bound to their introduction emerge during their phase of use).

The value creation "builds itself". The point common to all these explanations is a more important

sharing of the knowledge between the actors. The led knowledge is intended first and foremost for

those who bring to the foreground her (Poincelot and Wegmann, 2005). In front of these arguments

and the opposite arguments, the idea to propose a theory synthesizing common two, disciplinary and

cognitive, begin to be approached by several authors (Lazonick and O Sullivan, 2000; Grandori 2001;

Aoki 2001; Charreaux 2002). The fundamental considerations of the disciplinary theories, in terms of

interests conflicts in particular, can serve to understand better the firm performance seen as a set of

skills.

This is the way Lazonick and O Sullivan by presenting their innovative firm model, widen the

notion of innovation by considering, besides the technological dimension, the disciplinary dimension

(commercial and administrative). This is going to give rise to the governance theory formulation based

on the organizational control, instead of that of the market - by opposition to the control by the market

- to have a frame to allow analyzing the institutional conditions favorable to the innovation process.

Of an other one esteemed Aoki (2001) by basing itself on his " comparative institutional

analysis ", which, according to Charreaux (2004) establishes the most advanced and the most

ambitious governance systems reflection, by considering the disciplinary and productive dimensions,

rests on the evolutionary games theory to give to the governance institutions the mechanisms auto-

enforceable role which govern the strategic interactions between the players. These mechanisms are

going to allow to guide the actions stakeholders, so avoiding any choice which risks to disrupt the

smooth running of the firm.

According to Charreaux (2002), the corporate governance cognitive analysis leads to introduce

two other dimensions: the dimensions " authorizing " and "binding" in the cognitive sense. A

governance system by influencing the manager choices possesses these two dimensions. On one hand,

it helps the manager in the vision construction of n the "detection" of growth opportunities. On the

other hand, it also forces him. So, except the reinterpretation of the role of certain mechanisms as the

board meeting) or the managers implantation notion, the cognitive considerations imply a

reformulation of the governance exceeding notion the only disciplinary dimension. This cognitive

orientation also drives to a vision different from the governance, which rule out of the disciplinary

plan to consider the whole plan creation and appropriation of the value.

2. The state owned enterprise governance.

The state owned enterprise represents a solid pillar of the public economy, the latter is interested

in the state intervention, that is all the actions by which a government or a public authority intervenes

in the economic sphere. Both economists Atkinson and Stiglitz (2015) explain that the public economy

aims not only at showing the government responsibilities, but also at studying the relation between

instruments at the disposal of the State and the objectives which give themselves the citizens. This

state intervention is of use to landing the market failures, to correct the rationality limited by the

agents and to reduce social inequalities (Bozio and Grenet, 2010).

In this context, the state owned enterprise can pull its own definition of the theories the

incomplete contracts (Grossman and Hart, 1986; Hart and Moore, 1990). Indeed, Charreaux (1997)

considers that the state owned enterprise is characterized " simultaneously on one hand, by a

determining role of the State in the residual decisions - bound in particular to the naming possibility of

the managers and of granting them a more or less important decision-making latitude on the strategic

options - and on the other hand, by a majority appropriation of the residual earnings ".

The Organization for Economic Cooperation and Development (OECD, 2004) defines the

public enterprise as being the companies the State of which has a significant control and a majority or

minority property of State capital. A more precise definition given by an international organization, it

is a question of International Public Sector Accounting Standards (IPSAS, 2014) which shows that the

state owned enterprise is an entity controlled by the State which includes at the same time commercial

companies, such as public services, and financial companies such as financial institutions.

State owned enterprise is, basically, no difference with the entities leading similar activities in

the private sector. State owned enterprise aim generally at clearing a profit, even if some people can

have obligations of service limited by the community in which they have to supply certain individuals

and organizations of the joint estate and the services in either free of charge, or at a considerably

reduced price.

On the theoretical plan, the state owned enterprise is always analyzed in its relation with the

market, but the analysis angle differs from a theory in the other one. On the other hand, the economic

analyses establish the relation between market and the company, by considering the state owned

enterprise as being also a company, but with specificities at the level of the coordination mode with

regard to that deprived.

2.1 Explanatory theories of the state owned enterprise governance.

As the diversity noticed in its definition, the state owned enterprise also raised differences in the

conception of a theory appropriate to this firm’s type. This is the way we saw essential to to remind

the theoretical foundations of the state owned enterprise.

If theorists of size, as J.M. Keynes (nevertheless defendant of the interventionism for the market

regularization), consider that state owned enterprise do not deserve to be studied, because it is about

secondary phenomenon without any influence on the global functioning of the public activity

(Glachant 1996). Of other one quoted, theorists as L. Walras, which considers that a theory

appropriate to the state owned enterprise can allow us to find for example a remedy in the market

economy failure, especially when it is industries in monopoly. So, the theory is going to allow, always

according to Walras, to handle the fate of industries keys, as transport and the communication. He will

be added to it the elaboration of a major social act. The purpose of this section being to present the

theories which allowed lighting the field of state owned enterprises. One put in perspective ordered by

various theoretical contributions compared to the current stakes in the public sector, should lead to

identify better the unexplained.

The various descriptions of the corporate governance system, quoted in the previous chapter,

rest all or for the greater part on a conception of the firm with shareholding burst. Being obvious, seen

the Anglo-Saxon origin of the authors, and who are so influenced by the structure of the corporate

capital characterized by shareholders' significant number, and low presence of the shareholder

dominating in this capital. However, in countries such as France, Germany or also countries in voice

of development, the large corporate majority are held by a dominant shareholder, who is generally the

State. This last case, gives to the firm the status of state owned enterprise. The state owned enterprise

would so distinguish itself from the private firm due to the control of right which exercises the State in

the definition of its strategy (Charreaux on 1997). In this type of company owner's quality is

ambiguous. According to Alchian and his followers, what distinguishes state owned enterprise of

private enterprise and what returns the less effective, less successful first one than the second, it is

exactly the nature of property rights.

Indeed, if we analyze the structure " under ownerless " of the shareholding of public enterprises

we can say that every citizen is a shareholder in these firms. So we have a collective property, diluted,

undivided and not negotiable. This property type raises quite particular management problems, as an

example, the state owned enterprise action is not negotiable (seen that he has no possibility of

intervening directly in his management and thus it is obliged to keep its indirect participation) and

there is no market what means the absence of barometer to estimate the management. So, the

taxpayers cannot be likened to shareholders (members of a minority party), so they do not receive

directly dividends (Charreaux, 1997).

Furthermore, if we assimilate the advantages that a taxpayer can pull thanks to a state

intervention at the prices, for example, of a sale in a lower price with regard to a situation in which the

service is assured by private enterprises in competition, this advantage is not exploited inevitably by

everybody and in the same way. So the taxpayer cannot sell or increase his part in the state owned

enterprise. The owner public cannot lean on the financial market to protect and value its property

rights. What can strengthen the advantages that the privatization, regarding reduction of the control

costs (Vickers and Yarrow 1991) can get. Of an other one esteemed, a relation taxpayer / leader is a

relation of particularly distended agency which passes by other relations of agency. Each of these

relations bringing in his own interests conflicts and being governed by its own control mechanisms, it

is hardly surprising, suppose that such an objective can be formulated without ambiguity, suppose that

the managers of state owned enterprise enjoy a finally important discretionary latitude and manage

according to other objectives that the general interest (Charreaux, on 1997). A possible alternative is

the one of the voting right as citizen. However, by opposition to the transferable right of the private

shareholders, the voting right is not spontaneously, on one hand, it is correlated in the electoral terms,

on the other hand, its real power is limited because of the number of voters.

In this perspective, Cellars (1990) underline that the possible risks of free-riding behavior by

certain citizens, limit the power attached to this right just like that of the shareholders in the

managerial firm. So the relation between the main and the agent (manager) is complicated with regard

to the managerial company, because at the level of the state owned enterprise there are several

participants between the manager and the owner: the State represented by the government, the latter

has to report to the representatives of the owners, who are generally Parliament members or general

assembly members etc. These last considered as representatives to whom the owners confided the

responsibility for defending and for voting for the good choices. This also depends on the regulations

in force in every country. On the other hand, the attributing fact this role to the parliament who is

going to act via the Government, in the grounds as owner seen the status which gets him his election

by the people, is going to cause a influence risk on behalf of interests group and that of the

contradictory objectives.

3- State owned enterprise performance

The performance is a league of dominating elements, it is an including concept and an integrator, thus,

difficult to define precisely. According to the majority of the consulted papers, there are several

conceptually acceptable but distinctive definitions of the performance according to the affected

domain and the context of use.

In the ordinary language, the performance sends back to four major meanings:

- the results of the action: the performance corresponds then to a result measured by indicators and

being situated with regard to a referring which can be endogenous or exogenous.

- The success: the performance sends back to a positive result, and by the same to representations of

the success appropriate to every individual and to every establishment.

- The action: the performance indicates simultaneously the results and the actions implemented to

reach them, that is a process.

- The capacity: the performance sends back then to the potential.

Let us look at the moment at the main definitions of this word in the literature:

ALBANES ( 1978 ): the performance is the reason of the management posts, it involves the efficiency

and the efficiency.

MILES (1986): the performance is the capacity of the organization to realize a minimal satisfaction of

the expectations of its strategic clientele.

CHANDLER ( 1992 ): the performance is an association between the functional efficiency and the

strategic efficiency. The functional efficiency consists in improving products, purchases, processes of

production, marketing function and human relations within the company. The strategic efficiency

consists in anticipating the competitors by positioning on a growing market or by withdrawing from a

market in phase of decline.

ACHESNAY ( 1991 ): the performance of the company can define itself as the degree of realization of

the sought(studied) purpose.

The analysis of the purposes reveals three measurements of performance:

-The efficiency: the result obtained with regard to the level of the sought purpose.

-The efficiency: the result obtained compared with the implemented ways.

-The effectiveness: the level of satisfaction obtained with regard to the obtained result.

LORINO ( 1997 ): all is successful in the company which, and only what, contributes to improve the

couple value - cost (in contrario, is not necessarily performance what contributes to decrease the cost

or to increase the value remotely).

The definitions quoted previously, show that the performance is associated with the efficiency and

with the efficiency:

- The efficiency is the relationship between the obtained results and the fixed objectives.

- The efficiency is the relationship between the ways and the total efforts spread as well as the

obtained results.

In the 1990s, the balanced scorecard appears under the feather of R. Kaplan and D. Norton Professors

of Harvard Business School on the basis of a the measures performance study used by diverse

multinationals. The authors propose an approach of the dashboards where indicators put in coherence

the piloting at the operational level with the strategy. This type of dashboard has an also forward-

looking aspect by trying to arrest not only the past performances but also the success keys factors of

the future performance.

The forward-looking dashboard dresses(takes on) a multidimensional approach of the global

performance. He has to allow to watch the balance between the ambitions of the long-term objectives

and the more immediate character of the activities at the operational level. It is a tool of management

to translate the vision of the company in a strategy. This strategy is declined in objectives to be able to

measure the performance of the management system.

For each of four axes, R. Kaplan, D. Norton suggests to indicate the objectives, to make represent

indicators with their target values and to integrate the initiatives to adjust them with strategic

objectives. The global coherence between these four axes is assured by a network of relations talk in

effect.

In this perspective, the study of the links and the relationships between the governance and the

performance was the object of a research bundle every current of which aimed at a determined aspect

of the governance, the first one is interested in the governing body by chasing away the functioning

and the roles of the board meeting)and the related committees, the second gives the primacy to the

audit, the control and the risk management whereas the third explains the relation between the

governance and the performance by the characteristics of the management team.

Relationship

direction

References

Negative

Minguez et Ugedo (2007), Rogers et al (2007), Thomsen et al (2005), André (2004), Shleifer

et Vishny (1998) et Guest, Paul M., (2009).

Neutral

Chang (2003), Demsetz (1983), Loderer et Martin (1997), Cho (1998), Classens et Djankov

(1998), Demsetz et Villalonga (2001), Krivogorsky (2006), Rao et al (1995), Core, Guay et

Rusticus (2006), Schmid et Zimmermann (2008) et Lazarides et al (2009).

Positive

Black (2001), Gruszczynski (2006), Bai et al (2003), Drobetz et al (2003), Black et al (2003),

Campos et al (2002), Dunerv et Kim (2003), Alves et Mendes (2002), Brown et Caylor

(2004), Bebchuck et Cohen (2004) ; Cohen et Ferrel (2004), Gompers, Ishii et Metrick (2003),

Kapopoulos et Lazaretou (2007) et Gregg et al (1993).

Table 4 : Relationship direction between governance and performance

4- Methodology:

The reports which repatriate the governance and the performance were the object of search every

current of which aimed at a determined aspect of the governance, the first one inst. of empirical works

examined the impact of a particular event on the efficiency of a well determined mechanism such as

the increase of external directors number in the board of directors (Rosenstein and Wyat, 1990): so if

the event has for consequence an increase of the equity price, then the mechanism in question serves to

improve the performance. After all, a particular interest of this current in the governing body by

chasing away the functioning and the roles of the board meeting and the related committees. Besides, a

second current looked for the relations which can exist between the performance and the

implementation of one or several control mechanisms. Several studies (Demsetz and Lehn, 1985)

show that the decision relative to the use of certain techniques of control such as the property of the

internal and the proportion of the external directors is decided in the internal of the firm.

Afterward, a third current brought the managerial dimension to the exercise of governance in the

service of the performance; the information transparency, the appeal to management instruments and

the management team characteristics are the main lines of this study new generation of study. For

example, the study of Hermalin and Weisbach (1988) reveals that a bigger rotation of the managers

can be explained by a reduction in the performance.

Indeed, the problems of agency, transaction costs and the specificity of the investments can be

determining and explanatory factors of the contribution of the internal organization and the

governance structures in the determination of the performance level. In the same spirit, we expose the

various empirical works in the world which studied the relation between the governance and the

performance of companies, the enriched specificity of contexts and postpones variables used about is

the independents (governance) or dependent (performance).

References Country Performance Measure

S. Rosenstein et J.G. Wyatt (1990) USA Cash Flows

R. Fosberg (1989) USA Cash Flows

Weisbach (1988) USA Return on Assets, ou ROA

J.K. Kang et A. Shivdasani (1995) Japan Return on Assets, ou ROA

M.C. Jensen et K.J. Murphy, (1990) USA Revenue

P.Gregg, S. Machin (1993) USA Revenue

M.J. Conyon (1994) USA Revenue

Conyon, (1997) USA Revenue

Zhou, (2000) USA Revenue

D. Yermack (1996) Canada Market value

A.Agrawal et C.R. Knoeber (1996) Canada Tobin's q

Ndonzuau (2000) Canada Cash-flows

J.A Brickley et al. (1997) Canada Cash-flows

F. Thaddée Nlemvo et Ndonzuau (2000) Belgium Growth rate

M. Bianco et P. Casavola (1999) Italy Operating profit

J.M. Karpoff, P.H. Malatesta et R.A. Walkling(1996) Germany Market-to-book ratio

S. Wahal (1996) UK Assets value

Strickland (1996) UK Assets value

S.L. Gillan, L.T. Starks (1995) Canada Assets value

H. Demsetz et K. Lehn (1985) UK Accounting yield

M. Bianco et P. Casavola (1999) Italy Return on sales

S.I. Januszewski, F.J. Köke et J.K. Winter (1999) German Return on investissement

J. Blasi et D. Kruse (1995) Canada Growth rate

M.H. Cho (1998) Canada Tobin's q

Drobetz et al (2003) German Dividend Yield

Gompers et al (2003) Canada Q de Tobin, Net profit margin, ROE and Sales Growth

Kapopoulos et Lazaretou (2007) Greece Q de Tobin et Taux de rendement

Krivogorsky (2006) European union ROA

Rao et al (1995) Canada ROA

Black et al (2003) South Korea Q de Tobin, Market/Book, Market/Sales and debt/Equity

Miguel et al (2001) Spain Tobin's q

Suntraruk (2009) Thailand ROA and Tobin's q

Tam, et al (2007) Malaysia Tobin's q

Haniffa et Hudaib (2006) Malaysia Tobin's q and ROA

Wang, et al (2007) Taiwan ROA

Schmid et Zimmermann (2008) Switzerland Tobin's q

Lazarides et al (2009) Greece ROA

Guest, Paul M. (2009) UK Tobin's q

In a summary way, we mark an absence of the studies which treat companies belonging to the Arabic

and African regions as regions rich in reflections and in teachings, what gives to our study originality

and urges us to look for the peculiarity of the causal relations between the governance and the global

performance on the state owned enterprise. We put three hypotheses in our empirical study; in fact the

exploratory model of the study is as follows:

Functioning of the governing body:

This point raises in the roles and the responsibilities of the board meeting and the specialized

committees, in this direction, Denis and McConell ( 2003 ) asserts that the board meeting exists to

name, revoke, to check and to pay the manager while having for objective the firm value

maximization.

It is to underline that although in theory the board meeting is a mechanism of effective governance, in

practice this efficiency is not guaranteed.

The studies relative to the board meeting characteristics handled, generally, the board size , the

fraction of the external directors, the separation of the manager and board chairman board functions,

the Board meetings and the committees within this organ.

According to the analysis of Fama and Jensen ( 1983 ), the boards meetings allow to minimize the

agency costs between managers and shareholders, for Williamson ( 1985 ), the board meeting

H1: the mechanisms of the governing

body functioning impact on the global

performance.

H2: the efficiency of the audit and

control system on the global

performance.

H3: The manager characteristics

influence the global performance

The system of audit and control

External audit efficiency

State control type

Characteristics of the manager

Age manager

Seniority manager

Training manager

Global

performance

index

average annual revenue growth

rate

Return on Equity

Turn over

Quality

compliance rate

Rate reputation

Functioning of the governing body

Board meeting size

Board meeting independance

Board meeting duality

Board meeting activity

Existence of the specialized committees

establishes an organizational mechanism allowing to guarantee the safety of the transactions enter all

the partners within the firm. Molz (1985) resumes the traditional vision of boards meetings as seats of

economic decision-making power affecting the well-being of all the stakeholders in the broad sense,

representatives of the firm shareholders.

The size of board meetings is one of the structural characteristics susceptible to influence the company

performance, according to Lipton and Lorsch ( 1992 ) " although the control capacity of the board

meeting increases with the number of administrators(directors), the advantage can be compensated

with the cost of the communication and the taking of decision associated with the important size of

this board ". Later several studies (Einsenberg and Wells, 1989; Yermack, 1996; John and Senbet,

1998; Core and al, 1999; Mak and Yuanto, 2002; Carline and al, 2002) confirmed the argument of

Lipton and Lorsch ( 1992 ).

Lipton and Lorsch ( 1992 ) suggests that the large-sized board can be less effective than those small-

sized. They recommend a compound board from 8 to 9 directors. The idea is that when the board tends

to be large-sized, the problems of agency increase and the board becomes the more a symbol and the

less a part of management process. Furthermore, seen the limited time which is granted to them during

the meetings, the members will have more difficulty expressing their ideas and their opinions.

Brown and Caylor ( 2004 ) shows that companies characterized by sizes of board between 6 and 15

directors have a big yield on actions shares and on profit margins more important than other

companies. While Leblanc and Gillies ( 2004 ) finds that a size between 8 and 11 directors would be

optimal. As for the independent directors, John and Senbet (1998 ) underline that the independence

degree of board meeting is closely linked to its composition. Indeed, there are two types directors. The

internal directors insiders who, besides sitting in the board meeting of the company are involved in the

management. While the external directors exercise no activity within the firm.

Klein (1995) considers that the creation of committees specialized within the board meeting could

improve its efficiency, such as those directed to the managers control. According to Klein ( 1995 ),

these specialized committees should consist of board members the most refreshed to pursue the fixed

objectives, in the outcome, audit committees are tools of the institutional confidence the

implementation of which establishes one of the fundamental aspects of the governance system of

companies.

They allow to bound the discretionary power of the manager (Proffitt, on 2003), besides, The

appointments committee has for mission the choice of the recruitment of the directors. This choice is

very important as far as he allows determining the efficiency of the control exercised by the board of

directors Shivdasani and Yermack (1998), while the committee management board and of strategy is

in charge of making the follow-up and the coordination of the strategic share and the orientations of

the board meeting.

H1: the mechanisms of the governing body functioning impact on the global performance.

The system of audit and control:

It is understandable that the efficiency of the internal control system aims at the upgrade of the entity,

the external audit by means of the commissionership recommendations of the accounts contributes to

the organizations regularity adjustment as well as the contribution colossal of the risk mapping in the

alert and the day before the dangers pivots for the company. The second criticism against the legal

audit is relative to the failure of the legal auditor mission who can show opportunism by choosing not

to commit all the resources and the efforts necessary for an effective audit because the customer is not

capable of observing the committed audit effort (Bertin and al. 2002). Added to it a difficulty

measuring the quality of audit connected to the skill and to the auditor independence. If the external

audit showed ineffectiveness, it seems to us relevant to be interested in the internal control as the

second pillar of the company governance without which this last risk of collapsing.

H2: the efficiency of the audit and control system on the global performance.

Characteristics of the manager:

Schatt and German ( 2010 ) analyzed the impact of the manager training, by taking into account

simultaneously his experience.

Bertrand and Schoar ( 2003 ) were interested in three managers characteristics to explain their

decisions: the obtaining of a Master's degree in Business Administration, their age (experience) and

their seniority in the post.

Bertrand and Schoar ( 2003 ) confirm the importance of the manager age in the global performance.

The seniority of the manager is linked to the performance by effect of agency and implanting of the

managers (Geletkanycz and Hambrick, 1997).

According to Hambrick ( 2007 ), the companies performance depends on characteristics of the

managers, in particular their training.

Castanias and Helfat (2001), which are interested in the training as the element of the managerial

human resources, specifies the key-role played by the managerial resources to explain the company

value creation and the existence of managerial pensions.

H3: The manager characteristics influence the global performance.

Our study bases on the hypothetical-deductive method, for the crowning of the aforementioned study,

two phases are to be indicated:

- A phase dedicated to the quantitative study by wondering about the determiners of the governance

and their impact on the global performance of the Moroccan state owned enterprise.

- A phase dedicated to analyze the impact of the governance on the global performance of the

Moroccan state owned enterprise.

To do it, we followed a research strategy basing on a descriptive approach-explicative-interpretative

according to a logical, sequential and gradual chain.

- The descriptive stage: marked by the use of in-depth conversations the technique which helps to

arrest, rather than facts or precise sentences, often latent representations and motives. A stage enclosed

by the elaboration of a questionnaire of which the questions formulation based on closed questions or

by the multiple choices or the scales of measure, noting us the use of the Lickert scale, that of the

sentence and other one of the importance for the questions of appreciation, a diversity also in the

nature of the questions (qualitative and quantitative). As for the performance, we asked for raw,

information (Revenue, staff, own capital, net income, number of departure) to calculate the rates

which form index of global performance with evaluation questions vary in percentage.

- The explanatory stage: the criteria taking into consideration for the choice of the sample is the

representativeness of all the business sectors (Agriculture, Agro-industry and Industry / Water, Energy

and mines / Housing environment, Town planning, Trade and Tourism / Infrastructures and

Educational financial / social Bodies), about is the perimeter of action (local / national) and the

supervision ministry of the state owned enterprise, as well as the guarantors capable of giving reliable

information, there we made excellent appeal management and functions of.managers

The size of our sample is 100 state owned enterprise by the method laminate which consists in

subdividing the population into money - groups or strata, a well-balanced presence of all the business

sectors while the part of the lions are the public institutions which represent two thirds of the sample,

30 % of the guarantors are a CEO and 27 % are General Secretaries, status of establishments public

alder 75 % presence, in terms sartorial, the sector social educational and that of infrastructures and

financial bodies represent 46 % of the sample. The appeal to the semi-directive interviews, our role in

this context is to explain the questions, to verify the authenticity of the information and to boost the

interview to urge the interlocutor to deepen more its answer.

In the data analysis, we validated the constructed of the research model with a factorial analysis, in

main component, we put an analysis of the reliability and a coefficient alpha of Cronbach superior to

0,75 were expected to consider the measure as reliable.

Global Performance = α + β1 TAILLECit + β2 INDEPCit + β3 DUALCit+ β4 ACTICit + β5 AUDITEXit + β6 TYPECONT + β7 AGEit + β8 ANCit + β9 FORMit +μit. -The interpretative stage: considerable by The confirmatory study which confirms the words of the

research by being interested in gravity centers, two representative cases rich in terms of teachings, to

propose finally recommendations.

We present in the following part the study results beginning with a description of the good governance

practices within the Moroccan state owned enterprise and an impact analysis of the governance on the

performance. The study is supported by a qualitative face in the form of confirmatory narratives of the

managers of two representative cases on the subject who express opinions deepened on the obtained

results and to unbolt the Moroccan practices in the domain, based on an acute real-life experience and

a knowledge.

5- Results synthesis and development perspectives.

5.1- Empirical results analysis

Functioning of the governing body:

We note that only 7 % of the state owned enterprise which have between 11 and 15 directors in the

board meeting, the biggest sizes of the board meeting are in the agriculture, agro-industry and

industry. The approach kind shows an enormous deficit because 95 % of our sample does not reach 5

% of representation in board meetings. As for the independent directors, the report is similar 4 state

owned enterprise who make the exception climb the part of 6 % on the board meeting with a shy

breakthrough of the sector social educational and of the housing environment, the town planning, the

trade and the tourism. One of the good governance principles is the separation between board

Chairman and managing director, an advanced progress is registered in this sense with 85 %, however,

the annual board meetings are limited between none and 4 meetings.

The system of audit and control:

In another register, stock companies represent 25 % of our sample the State of which is minority in 2

companies only, also the foreign investors have a presence in 5 stock companies and 8 for institutional

investors. The control type as one have determiner for the state owned enterprise indicate a peculiarity

in the sector of infrastructures and specialized financial bodies which dominates the conventional and

specific control.

Characteristics of the manager:

The managerial characteristics and through the age of the manager, the youngest sector is the water,

the energy and the mines while the least young is the sector social educational, the seniority of the

managers proves that this sector holds the highest mandates followed by infrastructures and

specialized financial bodies. The concentration of our sample is in the third slice of the age (between

46 and 55 years) with a part of 44 % and the second of the seniority (Between 3 and 6 years) with 50

%, while for the training we deduct a part of 62 % of the managers of the state owned enterprise have

a training which frank bac+6, the educational social sectors and the infrastructures and specialized

financial bodies are pioneers.

Other facet of our study is the global performance of the state owned enterprise of which we opted for

an inde) of global performance, we register that the average of the index has the same value as its

median, what shows that 50 % of the state owned enterprise have an index below 0,27 and 50 % have

an index over 0,27, it gives a density raised between the state owned enterprise establishing the

sample. We notice that the sector of infrastructures and financial bodies is the most successful, 82 %

of the state owned enterprise of this sector have an index upper to the average, in contrast, the sector of

the agriculture, the agro-industry and the industry registers the low performances with a part of 84 %

under the average measured in 0,27.

The results of the first hypothesis note a negative impact of the size of the board meeting on the global

performance been understandable by the additional costs of remuneration for the directors and the

difficulties of communication and coordination within the advice, The naming of the external and

independent directors led to the strengthening of the global performance being giving the contributions

these directors to the algorithm of decision-making, the critical vision and the relevant advice through

their gathered in experiences and their skills. As regards the separation of the board meeting president

functions and managing director, a negative impact raises in the idea that the separation gives a big

scale to the performance by limiting the borders of responsibility and reducing the costs of agency. A

neutral relation between the number of the meetings and the performance because it is not a

determiner either of the efficiency or the efficiency, The creation of the specialized committees

becomes a related practice of the good governance of the state owned enterprise, there are links

between the implementation of an audit committee and the legislative conformity, the appointments

committee and the management of in-house career and the committee management board and the

follow-up of the strategic actions and the day before the risks.

At the level of the second hypothesis, we register a strong positive impact between the audit and the

control and the global performance because the external audit is a process valuing the accounts and

improving the performance by measures of risk management.

The last hypothesis stipulates the managerial character, a connection is especially positive between the

age and the training of the manager and the global performance, we drive to the notion of the

managers market which is a split up market being lacking an informative logic and known by a

plurality of intervention.

The results of the study can be synthesized in the following table:

Hypotheses Under hypotheses Results Observations Convergent references to the obtained results

Divergent References to the obtained

results

H1: the mechanisms of

the governing body

functioning impact on the

global performance.

H1.1: More the size of the board meeting does not exceed 15 directors, more the index of the global performance is raised.

Negative impact

Countered

hypothesis

P.André & E. Schiehll, 2004. S. Bahagat & Black, 2002. Peter, Young & Schapiro ,

2005. Barnhart & Rosenstein ,

1998.

F. Adjaoud, D. Zeghal & S.

Andaleeb, 2007. Durnev & Kim,

2003. Bohren &

Odegaard, 2001.

H1.2: More the part of the independent directors touches 25 % of the board meeting, more the global performance increases.

Positive impact

Confirmed

hypothesis

Rosenstein & Wyatt, 1990. Burton, 2000.

Bhagat & Black, 2002.

Klein & al, 2003. Colonel, 2001.

Westphal, 2002. Black & Gillies,

2004.

H1.3: The accumulation of the functions of the Board Chairman and the managing director is negatively associated with the global performance.

Negative impact

Countered

hypothesis

Godard, 2001. Beiner & al, 2004.

Yermak, 1996. Eisenberg & al, 1998.

Mejdoub, 2008. Fama & Jensen,

1983. Jensen, 1993.

H1.4: More the number of board meetings is upper or equal to 2, more the global performance is raised.

Neutral impact

Countered

hypothesis

Jensen, 1993. Burton, 2000. Bhagat & Black,

2002. Heracleous,

2001.

H1.5: The existence of the executive committee, the audit, the remuneration and the appointment influences positively the performance.

Positive impact

Confirmed

hypothesis

Wild, 1994. Bedard & al, 2004.

Anderson & al, 2004.

Vafeas & Theodorou,

1998.

H2: the efficiency of the

audit and control system

on the global

performance.

H2.1: More the efficiency of the external audit is raised, more the indication of the global performance increases.

Positive impact

Confirmed

hypothesis

Pigé, 2009. André & Schiehll, 2004.

Peter, Young & Schapiro, 2005.

Brown & Caylor, 2004.

H2.2: The type of control exercised by the State is positively connected to the global performance.

Neutral impact

Countered

hypothesis

Denis & McConnell, 2003.

Ischii & Metrick, 2003.

H3: The manager

characteristics influence

the global performance.

H3. 1: The age of the manager is positively bound to the global performance.

Positive impact

Confirmed

hypothesis

Cameron & Whetten, 1981. Wiersema & Bantel, 1992.

Datta & Guthrie, 1998.

Eatont & Rosen, 1983. Brickley &

al, 1997.

H3.2: The seniority of the manager is positively associated with the global performance.

Negative impact

Countered

hypothesis

Lewin & Stephens, 1990. Hitt & Tyler, 1991.

Hambrick & Mason,1984. Gupta, 1988.

H3.3: The training of the manager affects positively the indication of the global performance.

Positive impact

Confirmed

hypothesis

Shield & al, 2003. Bebchuk & Fried, 2004.

Bertrand & Schoar, 2003.

We expose confirmatory narratives of two state owned enterprise who draw typical profiles on the

perception of the state owned enterprise of the governance and the results of this study, we consider

this analysis confirmatory realized in the form of semi-directive interview supported by a guide of

question a way of exploring viscerally the thought lit by the management of the state owned enterprise

with regard to our theme of study and of deducting their imminent proposals in the form of

recommendation.

5.2. Confirmatory study

The first analysis confirmatory: contents of the interview with M.AA General Secretary and member

of the Management Board of the state owned enterprise X. The X is a Moroccan state owned

enterprise a reference which makes the pride of a developing economy, creates in 1920, it operates in

the sector of the Water, energy and mines with a contribution of 28 % to the Moroccan exports and

contains 2000 collaborators and 15 subsidiaries distributed in five continents of the globe. The central

interest which presents the governance lies in deep objectives, M.AA considers that the quality of the

service( or product is the key factor of success, he adds: " … To consider the fame of the state owned

enterprise in the calculation of the index of the global performance is very acute to appreciate the

image of the state owned enterprise with regard to the service offered ". In this logic, we find Peter

Knoepfel and Frédéric Varone (1999) which measure the performance of the state owned enterprise

by the impression and the satisfaction of the citizen-customer. M.AA comments on the variety and on

the heterogeneousness of the results obtained in our survey by a guiding principle: " the governance is

not a law nor standards, it is variable practices according to circumstances, its sense which impacts on

the performance is left in the passage of the practical state to the state of mind, the state owned

enterprise dives into the excessive expansion of the formalities and often forget the expanding

packaging of development ". To be conscious of the governance and its connection with the

performance within the top management and to scatter her in all the structure (management,

subsidiary, division) are major challenges. Warin (1999) consider two stakes in the relation between

governance and performance: the retention of the aforementioned relation on the long term and its

added value in the anticipation of the risks. For that purpose, precise M.AA: " … According to this

impact study, we indicate the application of the governance within the state owned enterprise and its

clear links with the performance, we suggest practices related to this exercise, in particular; the

strategic vision, the management by the objectives directed result, the development of the human

resources and the permanent follow-up ". Pierre Pestieau and Henry-Jean Gathon ( 2002 ) to join to

these elements the internal and external communication, the contractualization and the improvement

of the offer.

The second analysis confirmatory: contents of the maintenance with M.BB Deputy Director General

and member of the Executive Committee of the state owned enterprise Y.

The management of the savings and the pensions funds, the Group Y is also a real locomotive so

much modernization of the financial sector that of the territorial development of the country. It a

major and multi- economic player - jobs and the first institutional investor of the country, with a

know-how and an expertise as wide as diversified.

Questioned about the importance of the governance for the state owned enterprise, precise M.BB: " …

In a context or the State wants to define its roles, the governance of the state owned enterprise remains

a raw value without the harmonization of these principles with the sectorial plans, the administration

modernization, the reform of the control system and the transparent naming of the managers, it

identifies the type of relation to be maintained with the supervisory ministry and with the subordinate

subsidiaries ". André, P., Schiehll, E. ( 2004 ) confirm these words by qualifying the governance as

collective project which asks for a global approach and mobilize all the stakeholders. With regard to

the results of the transparency and the transparency information, M.BB quotes: " a lack is normal in

this sphere, because we do not manage to optimize the couple transparency / confidentiality,

furthermore, the centralization and the concentration of the information represents a double-edged

sword; it resists in the face of the asymmetry of information but drives to a rigidity and ambiguity in

the decision-making ".

On the question of the relation and the impact of the governance on the performance, M.BB shows

that there is a conductive material between both disciplines by the preservation of the responsibilities

chain, coherence of the value chain with the governance and the management by the results, it through

" the contractualization of the strategic axes, the objectives, the economic model, the modalities of

follow-up and the management tools of the risks ". Andres, P., Azofra, V. and Lopez, F. ( 2005 )

slander the governance as an invisible magnificence if she does not manage to make acquire of the

immunity against the risks and the crises and favors the organizational pension which is a process of

accumulation of specific investments around the strategic resources held by the managers, from then

on the sustainability of the organization is going to depend on the way the process of creation and

sharing)of this pension, it insists the stakeholders to develop their specific investments.

By showing the results of the study about the characteristics of the manager and its influence on the

performance, M.BB interprets this aspect: " the human resources management in the public domain

makes a reference to a bureaucratic culture, the bureaucracy is the deep power within the state owned

enterprise, in the face of the rules, the procedures and the statuses, the radius of action of the public

manager is thus limited, it is for its style of management conceptualized on elements such as the

academic training, the experience and the age to remedy ". Patrick Gibert ( 1999 ) recommends the

age, the seniority and the training adds marks of the profile public manager.

This confirmatory analysis clarifies us the way on the proposals of development to be formulated at

the level of the governance and the performance, we support that by an international benchmarking of

best practice.

Governance practices of the state owned enterprise in France

Governance practices of the state owned enterprise in Germany

• The implementation of the organic law concerning the finance laws allowed specifying the fastening of the operators of the State with a mission and with a program of the government action. • The relation of the state owned enterprise with his supervisory ministry is normalized through a frame of strategic piloting: the annual strategic meetings, the contracts-objectives or of performance, mission letters, dashboards of follow-up of the activity … • The Board meeting performs a function of orientation and its composition is normalized as such: of 1/3 of representatives of the employees, 1/3 of representatives of the State and 1/3 of independent directors · An Agency of the Participations of the State ( APE) centralizes the management of participations of the State in industrial companies.

• · The Board meeting performs a function of orientation and its composition is normalized as such: of 1/3 of representatives of the employees, 1/3 of representatives of the State and 1/3 of independent directors · An Agency of the Participations of the State centralizes the management of participations of the State in industrial companies. • · The status of public enterprises stays the main referent and is regularly updated · The General assembly is operational and allows the State to assure its function of orientation. The Supervisory board is centered as for him on the good execution of the mission of the company and acts in the interest of the economic viability of the company.

Governance practices of the state owned enterprise in Spain

Governance practices of the state owned enterprise in Canada

• An important weight of the Ministries of technical supervision who make sure of the supervision of the activity, of the functional control and the efficiency, the strategic orientations, and who are responsible in front of Parliament · Two cross-functional entities are connected with the Ministry of the Treasury: the SEPI, Holding company which centralizes the management of 17 trading companies and The Head office of the Public administrations which assures the follow-up of the portfolio of trading companies.

• The orientation, via the planning of the actions and the spending, is made according to an annual predefined cycle · The orientation of the state owned enterprise is the responsibility of the supervisory ministry which reports to the Parliament · An independent organ, the Council of the Treasury, the watches the global coherence of the action of ministries and over the affiliated organs. • A maximum of autonomy in the management of the

operations is left with the body, in particular via its deliberative organs · The directors of the deliberative organs are mainly independent and are named for their skills. A particular attention is granted to their in-service training.

The benchmarking allowed to clear trends and teachings to be held for the improvement of the

Moroccan case.

We enclose this study by recommendations at the address of the state owned enterprise in Morocco,

four levers of improvement are to be registered:

- The clarification of the State role : This fact by improving the role of State strategist in particular

through the generalization of the contractualization with the state owned enterprise the specification of

the State shareholder role by developing a shareholder strategy, a management activates of the

portfolio of the State and a representation of the State within the deliberative organs, finally, the

clarification of the State controller.

- The strengthening of the device of governance interns state owned enterprise: the professionalization

and the deliberative organs, the empowerment of the manager and the implementation of a control

system interns effective corollary in the empowerment of the manager.

- The Practical Implementation of the Code of Good Governance: an effort of popularization and

communication to inculcate the culture of the governance and make known its virtues for the state

owned enterprise.

- The development of a management policy activates of the public portfolio: through the

implementation of a new legal, institutional and procedural device allowing assuring a better piloting

of the public portfolio.

Conclusion

This study is interested in the governance as a theme that holds a significant importance in diverse

fields and becomes a condition of the lightning development of institutions and management of the

power. We tried to define variables as determinants in our analysis of governance and performance of

the state-owned enterprises leaving of a clear and precise exploratory model directed in an empirical

analysis, through the appeal to reliable and relevant research techniques, in particular the in-depth

conversation, the semi-directive conversations and confirmatory analyses. The analysis of governance

includes managerial, statutory and organizational conclusions. The results counter the relationship

between the size of the board of directors and the global performance. In addition, between the

separation of the functions of the president and the managing director, a neutral connection registered

between the manager seniority and the performance. Besides, between the control type and the

aforementioned performance. On the other hand, a positive dependence exists between the manager

characteristics (age and training) and the performance, following the example of the transparency

information.

The theoretical and practical implications of the results of the study:

- The presentation of a state of the art on the practices of the good governance in Morocco,

specificities of the state owned enterprise in Morocco on the subject by continuing on variables of

contingency such as: the business sector, the perimeter of action, the legal shape and the supervision

ministry. We regret in Morocco the non-existence of a database on the governance, which lists the

state owned enterprise according to measure levels and draws their representative profiles.

- The importance held by the management in the exercise of the governance incites to give outdid it in

committees of naming and remuneration in the selection, the remuneration and the retention of the

skills. It reveals the eminent place of the managers market in the strategic reflection of the state owned

enterprise, it is always essential to have rules of governance balanced to satisfy Montesquieu who said:

" by arrangement of things, the power stops the power ", in fine, it is the quality of the managers that

makes the quality of the governance.

- According to expert opinions, we pull the necessity of having a national strategy of the governance

which schedules actions - leaders for the state owned enterprise, established a concise dashboard of

governance on measurable indicators. The reform of the system of the governance includes a

modernization of the Moroccan administration and an institutional engineering dedicated to the clear

and concise determination of the responsibilities and their correlations with the surrender of the

accounts.

Our study contains certain limits, which deserve to mention. Indeed, it would be interesting to add

other variables of the financial performance of state owned enterprise. Therefore, it would be relevant

to focus the sample of the study on a business sector determined well to analyze the impact of the

surrender of the accounts of public enterprises in a sectorial frame.

We end with tracks and orientations of future researches for complementary works, which support the

understanding of the problem of the governance and the performance in the Moroccan context. In

particular: the study of the governance and the performance of the state owned enterprise in the

context of the advanced regionalization, the state owned enterprise governance and the promotion of

the foreign direct investments. It is important to review on the historic origins which propel the

contribution of the state owned enterprise governance in the attractiveness of the foreign direct

investments and to deepen on the empirical obvious facts by a longitudinal study spread over years to

see this relation at the time and the space and finally the analysis of the governance and the

performance in the MENA region (Middle East and North Africa) to end in a comparative study of

the practices of the organizations of this region which strengthens best practices and detects shadow

zones asking for rectified actions.

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