This will involve a deeper exploration of the factors identified in the scoping review (e.g., investor inclusion, internal controls, political will, monitoring mechanisms) and potentially uncovering new ones.

To emphasise the multifaceted approach required for effective corporate governance in SOEs. The integration of these pillars is critical for fostering robust governance structures that can adapt to the dynamic demands of public service and shareholder expectations.

The research can delve deeper into the challenges identified in the scoping review (e.g., political interference, lack of enforcement) and suggest practical solutions or mitigation strategies.

These objectives aim to expand the existing knowledge base by providing a more nuanced understanding of corporate governance implementation in SOEs and enhancing the efficiency and effectiveness of public administration and management. The research outcomes can offer valuable insights for policymakers, SOE management teams, and researchers in the field.

The agency theory was proposed to deal with the challenges emanating from the separation of ownership and control. In the agency theory, the agent, that is the organisation’s executives and managers, has the propensity to give in to self-interests, opportunistic behaviour, and falling short of congruence between the aspirations of the principal and the agent’s pursuits (Tahir et al., 2020). Tekin A. and Polat S. (2021) and Tekin H. and Polat A. Y. (2021) elucidate that the agency theory is a mechanism for exploring the nature of the relationship between an organisation’s ownership and managementstructure.

The underlying problem of Corporate Governance implementation in this theory stems from the principal-agent relationship, which arises from the separation of beneficial ownership and executive decision-making (Cherian et al., 2020). This separation causes the organisation’s behaviour to diverge from the profit-maximising ideal. The inference of the above is that the interests and objectives of the principal (the investors) and the agent (the managers) differ when there is a separation of ownership and control. Tien et al. (2019) state that since managers are not the owners of the organisation, they do not bear the full costs or reap the full benefits of their actions. Therefore, although investors are interested in maximising shareholder value, managers may have other objectives, such as maximising their salaries, growth in market share, or an attachment to particular investment projects. The shareholders, who are the firm’s owners or proprietors, pay the agents to execute labour, according to this point of view. The directors or managers, who act as agents for the shareholders, are delegated business management by the principals (Husni A. et al., 2020; Husni T. et al., 2020). From this perception, shareholders, the true owners of the SOEs, appoint agents to manage the enterprises on their behalf. Nevertheless, this delegation of authority can result in conflicts if the executives act in ways that do not prioritise the benefits to the shareholders (Husni A. et al., 2020; Husni T. et al., 2020). Subsequently, effective corporate governance instruments are crucial to align the welfare of the numerous stakeholders, mitigate agency costs, and ensure that SOEs operate efficiently and per their intended objectives. This arrangement is crucial for attaining sustainable performance and satisfying accountability in the management of public resources.

According to Zumente I. and Bistrova J. (2021) and Zumente F. B. and Bistrova J. (2021), the ideology of shareholder value has become entrenched as a principle of Corporate Governance among organisations based in the United States of America and Britain. The rhetoric of shareholder value has further become prominent in the Corporate Governance debates in European nations such as Germany, France, and Sweden. Arguments for maximising shareholder value have even achieved prominence in Japan (Webber, 2020). The shareholder theory argues that corporations should be about maximising shareholder returns (Zumente I. and Bistrova J., 2021; Zumente F. B. and Bistrova J., 2021). The shareholder theory posits that the primary objective of a business is to maximise shareholder wealth (Nielsen, 2021). The study aims to implement a corporate governance framework for Tier-3 Namibian SOEs to enhance their performance and ultimately maximise shareholder value. The study recognises that the implementation of corporate governance can lead to increased profitability, improved financial performance, and reduced financial dependency. All of these outcomes are in line with the shareholder theory, which advocates for the maximisation of shareholder wealth. Furthermore, the study emphasises the need for SOEs to provide timely and accurate financial information to shareholders to reduce information asymmetry and enable them to make informed investment decisions. This is a core tenet of the shareholder theory, which emphasises the importance of transparency and accountability to shareholders.

This research borrows from Miralles-Quirós et al. (2019), the assumptions of the shareholder theories focus on private organisations’ maximisation of profit with little consideration for the SOEs. This is giving rise to advanced rethinking and demand for newer approaches that apply to SOEs (Haerani et al., 2020). Therefore, the factors that may influence governance outcomes in SOEs are regarded as determinants for implementation success or failure. The explored elements will enhance Corporate Governance implementation consciousness amongst the board members and management staff, and enable them to manage SOEs in the best interest of the shareholders, and this suggests the importance of the shareholder theory to this study. The research posits that innumerable determinants influencing governance outcomes within SOEs are critical factors of successful implementation. Jia et al. (2019), assert that by enhancing the consciousness of corporate governance among board members and management staff, SOEs can be guided to function in accordance with the best interests of shareholders. This aligns with the central ideologies of shareholder theory and emphasises its significance in this context.

Wiedenhöft et al. (2020), advance that institutions are of a polity’s essential character, history, and future development. Therefore, organisational culture determines public and political life, societal structures, and dynamics in SOEs to a great extent. It is authoritative to conclude that, according to the institutional theory, governance issues are centred on organisational culture, beliefs, and norms. However, the stability within an organisation culminating in political and social institutions continues to be disrupted by rapid societal changes (Muslih and Halliawan, 2021). Nicolò et al. (2020) argue that organisations should adopt cultures, beliefs, and norms to remain stable. The continuing SOE management pitfalls and the much-deliberated financial crisis of 2007–2008 in the USA and the UK suggest a shortfall of institutional theory and demand deliberations through the following research question: What is the role of the board and management in the implementation of the King IV Report and NamCode?

Considering the reviewed literature, no universal and one-size-fits-all framework for corporate governance implementation exists. Nonetheless, before the 2007–2008 financial crisis, existing frameworks and models were narrowly foretold, limited to financial and legal contemplations (Sadeh et al., 2021). In the present day, frameworks demand collective, inclusive socioeconomic, environmental, political, public administration, and management considerations (Muslih and Halliawan, 2021). Scholars like Nicolò et al. (2020), are of the view that Corporate Governance implementation frameworks have become equally contextualised and are cognisance of the context of countries, sectors, and organisations’ particular differences. These differences were previously ignored and posed numerous challenges for policymakers and practitioners in emerging economies, countries, sectors, and organisation-specific environments. Thus, institutional theory offers a critical lens through which to appreciate the intricacies of governance implementation in SOEs, highlighting the need for social adaptability, contextual consciousness, and a synthesis of various theoretical frameworks to navigate present-day challenges effectively.

The Anglo-Saxon model is predominantly used in the United Kingdom, the United States of America, Canada, Australia, and New Zealand. The model is characterised by the absence of dominant shareholders (Gacem et al., 2020). The organisation’s share capital is divided among numerous participants with an average share of 2–5%; consequently, no one can demand special rights or privileges from shareholders. Lee et al. (2020) explained that in the Anglo-Saxon CG model, the majority of shares belong to institutional investors such as mutual and pension funds (see Figure 2).

U-Din (2023) posit that continuous change among shareholders is common for this model, as owning a small share makes the selling process easier, compared to owning a significant share. Panicker et al. (2023) asserted that there is a dependency on outsiders, investors not affiliated with the corporation, and a well-developed legal framework defining the rights and responsibilities of three key players, namely: management, directors, and shareholders. A comparatively uncomplicated procedure exists for interaction between shareholders and corporations as well as among shareholders (Kiranmai and Mishra, 2019). In the Anglo-Saxon model, the key role in an organisation’s management is played by the CEO, who makes all decisions on business activities (Joura et al., 2023). The Anglo-American model of corporate governance focuses on the primary objective of maximising shareholder value, and in the absence of a legal duty, other interests are ignored to the extent they conflict with the primary objective (Brychko and Semenog, 2018). The Anglo-Saxon model showcases a governance framework that emphasises shareholder dynamics and CEO leadership, grounded in legal meanings that support effective management and administration, predominantly in SOEs.

The Continental European model is known for its high concentration of capital (Schwienbacher, 2019). According to Dal Mas et al. (2020), shareholders in the Continental European model share common interests with the organisation and participate in its management. Managers are not only responsible for shareholders but a wider group of stakeholders such as customers, business partners, the community, and labour unions (Brin and Nehme, 2019) (see Figure 3).

Ramezanian Bajgiran et al. (2020) pointed out that the unique elements of the Continental European model are the existence of a two-tiered board structure, the size of the supervisory board, and voting rights restrictions. A two-tiered board structure consists of a management board and a supervisory board (Umbrello, 2021). Okigbo and Bagheri (2020), indicated that the Continental European model traditionally preferred bank financing over equity financing; therefore, stock market capitalization is small. Therefore, notes that in the Continental European model, Corporate Governance structures are geared towards preserving relationships between the key players, notably banks and corporations (El Khatib, 2021). The Continental European model of corporate governance integrates shareholder interests, employs a twofold board system, and relies on bank financing, which jointly aim to foster effective administration and management within SOEs. This model demonstrates a governance framework that prioritises relationships and accountability.

Commonly used in Asian countries, the Japanese model allows for the formation of industrial and financial conglomerates, where a big financial institution combines with an industrial organisation (Andreoni and Chang, 2019). Corporate structures are associated with loan usage and share capital, informal channels of communication and information sharing, and cross-shareholding (Sadeh et al., 2021) (see Figure 4).

The Japanese model illustrates how corporate governance can be tailored to enhance the management and administration of SOEs. By leveraging industrial-financial conglomerates, emphasising capital utilisation, and nurturing communication and collaboration, this model offers a feasible pathway for effective governance and operational victory in the realm of SOEs.

The OECD principles and international guidelines suggest that countries clarify SOEs’ functional objectives and reinforce management and boards to work towards progressive goals and public service commitments (Garfinkel, 2017). Balancing SOEs’ commercialisation objectives and comprehensive public policy objectives remains controversial and can lead to undesirable effects on efficiency and performance (Butzbach et al., 2021). SOEs have civic obligations to support industrialisation, create employment, provide services to underprivileged societies, offer services below average cost, and assist with transformation in pro-poor national development. However, lack of clarity in guidelines, non-uniformity of public policy aims, and undefined SOE purposes result in unstandardized policies that hinder corporate governance implementation (Kim, 2018). SOEs should aim at advancing a clear purpose through well-articulated guidance principles that outline their mandates and clearly define their objectives. Therefore, the guiding policy should aim at balancing SOEs’ commercial and non-commercial responsibilities and be reviewed as per the changing demand of shareholders’ priorities (Hlaváčková, 2020). According to Whitley (2010), performance checks against SOEs’ objectives, the balance between costs and funding arrangements, and advanced monitoring of performance are essential for accountability and transparency.

A broad legal structure could help reform the public sector and create a consistent and non-conflicting legal environment in which SOEs’ functions are no different from those of the private sector operations (Whitley, 2010). The regulation aims at articulating the hopes that SOEs can be achieved on shareholders’ behalf, the boards, management, the larger society, and all other stakeholders. However, the multiplicity of frameworks is habitually overlapping and contradictory, and the lack of consistency has led the management and leadership of SOEs to fall prey to misinterpretation and confusion in the application of the regulations that govern them. Therefore, a modernised framework for corporate governance implementation is critical in improving management and administration to enhance SOE performance (George and Seo, 2022). Developing a comprehensive and divergent approach in the implementation process. Thus, a modernised framework for corporate governance implementation is critical in improving the management and administration of SOEs (Rock, 2020). The development of a particular legislation that aims to guide SOEs may be necessary for improved governance. Therefore, SOE oversight and governance should be strengthened by formalising legislation that is open to the public as owners, and ensuring that implementation of corporate governance is well monitored and evaluated (Kakero, 2020).

There is a need for a consolidated framework for the government’s proprietorship role in SOEs (Costa, 2020). The common arrangement involves multiple stakeholders, including line ministries, which may lead to fragmentation, lack of standardisation, and political intervention (Shafuda et al., 2020). The participation of various stakeholders also results in coordination deficiency and a poor standardised framework, leading to inconsistency and a lack of focus. Therefore, a merged policy would help distinguish the government’s proprietorship role between its policy-making and regulatory roles, permit transparency, better coordination, and consistency in the role of the government, and help to achieve government social and economic objectives (Shafuda et al., 2020).

The importance of having a properly composed board for effective corporate governance implementation in SOEs is critical, Mbidzo (2020). The board should consist of skilled and knowledgeable members hired through a transparent appointment process. The review highlights that the current guidelines for board appointments lack specific policies and may result in conflicting processes (Garfinkel, 2019). To avoid political intervention, there is a need for structured policy guidelines and a harmonised board recruitment exercise. Therefore, SOEs should have greater autonomy and considerable will to approve major resolutions, and boards should formulate and abide by the principle of good governance to exercise their responsibilities and fiduciary obligations effectively (Kabeyi, 2019).

The delay in delivering infrastructure and other critical services has caused significant financial difficulties for various State-Owned Enterprises (SOEs). These SOEs are undercapitalised and have a heritage of debt, making it difficult for them to participate in infrastructure development and maintain their existing capacity. As a result, they rely on government financial bailouts and support in various forms (Mo et al., 2021). Numerous SOEs are uncertain about their ability to meet future financial requirements without government backing (Munsanje, 2021). The PPP Review has made several recommendations to improve the supporting capacity of SOEs, including justifying government capital, centralizing the government’s proprietorship role, combining equity and debt finance, promoting direct investment through PPPs, and implementing an economic regulation framework (Khan M. et al., 2019; Khan S. U. et al., 2019).

The importance of an effective performance monitoring system in ensuring the success of SOEs and promoting transparency and accountability in the utilisation of public resources is of paramount importance (James et al., 2022). The Organisation for Economic Cooperation and Development (OECD) Guidelines and international good practices stress the need for a solid performance monitoring system that establishes clear goals and benchmarks for SOE boards and management (Gikaria, 2021). The Performance Management System (PMS) regulations enforce that the system is based on strategic goals obtained from the SOE’s mandate, business strategy objectives of the authority the SOE reports, and national objectives. The accounting authority must thus, submit a three-year corporate plan annually to their supervising authority and Treasury, covering strategic objectives and outcomes, business initiatives, Key Performance Indicators, risk management tactics, fraud prevention plans, and financial strategies (Neshamba, 2019). SOE performance is measured at two levels: the strategic objectives achievement, and the impact on the state’s transformational agenda. Therefore, there is a need for a more aggressive process in setting strategic direction and defining objectives to ensure SOEs’ operational effectiveness and efficiency (Lipumbu, 2021).

The implementation of governance and other reforms in SOEs can enhance their performance, increase financial sustainability, and improve transparency and accountability. However, implementation of these reforms can be politically challenging and require careful attention to the reform process, including the development of public support, a well-defined strategy, establishment of institutions, political leadership, and monitoring systems (Genin A. L. et al., 2021; Genin J. J. et al., 2021). The PMS recommends the development of an in-depth roadmap and financial forecasts for SOE reform, sequencing reforms over time, identifying stakeholders, and designating responsible parties. Thus, the roles and responsibilities of different parties need to be clearly defined and their capacity strengthened (Long et al., 2020). These pillars emphasise the multifaceted approach essential for effective corporate governance in SOEs, recognising the interplay between legislative frameworks, stakeholder involvement and transparency in improving SOEs’ operational efficiencies and capacities (El Khatib, 2022). The combination of these pillars is critical for enhancing vigorous governance structures that can adapt to the varying demands of shareholder expectations and public service. Collectively, these pillars form a comprehensive context aimed at bolstering the corporate governance of SOEs, leading to improved performance and accountability.