Corporate Disclosures on Curbing Bribery and the UK Bribery Act 2010: Evidence from UK companies

Purpose –This study aims to investigate whether United Kingdom (UK)-based companies have changed their voluntary disclosures on curbing the bribery of foreign officials in response to the UK Bribery Act 2010, if so whether and how such disclosure changes substantively reflected allegations of bribery of foreign officials by news media. Design/methodology/approach: By using the notions of institutional pressure and decoupling and applying content and thematic analysis we examined, in particular, disclosures on curbing bribery by the largest 100 companies listed on the London Stock Exchange in periods before and after the Bribery Act (2007–2012). News media reports covering incidents of bribery of foreign officials and related corporate disclosures before and after the Act were thoroughly examined to problematise corporate anti-bribery disclosure practices. Findings: Our study finds a significant change in disclosure on curbing bribery before and after the enactment of the UK Bribery Act, consistent with the notion of institutional coercive pressure. However, decoupling is also found: organisations’ disclosures did not substantively reflect incidents of bribing foreign public officials, mostly from underprivileged developing nations. Research limitations/implications: This study acknowledges a limitation stemming from using media reports that focus on bribery incidents in identifying actual cases or incidents of bribery. As some of the incidents identified from news media reports appeared to be allegations, not convictions for bribery, companies could have defensible reasons for not disclosing some aspects of them. Originality/Value: This study contributes to the accounting literature by problematising MNCs’ operations in underprivileged countries. Our findings suggest that not only public officials in developing countries as creators of bribery but also western-based MNCs as the suppliers of bribery, contribute to perpetuating unethical practices and injustices to the under-privileged communities in developing countries. Our research is imperative as this is one of the first known studies that provide evidence of the actions including disclosure related actions companies have taken in response to the UK Bribery Act.


Introduction
Corporate bribery as an emerging issue is present in many countries (see, for example, Jones 2011) and has received ubiquitous stakeholder concern, but little is known about whether and how multinational companies (MNCs) adopt measures including disclosure on combatting bribery of foreign officials. Extant research has so far provided little or no insights into how disclosures in relation to MNC's anti-bribery measures in a particular regulatory context can be problematic. Accordingly, we aim to provide critical analysis of disclosures on curbing bribery of foreign officials by UK (United Kingdom) based MNCs which are subject to the UK Bribery Act 2010. To achieve our research aim, we investigate whether and how United Kingdom (UK)-based MNCs have changed their disclosures on curbing bribery in response to the UK Bribery Act 2010, and whether and how such disclosure changes reflect media allegations of bribery of foreign officials. In other words, we investigate how coercive pressures 2 , usually imposed by governments, in this case, being the UK Bribery Act 2010 influence anti-bribery disclosure provided by UK based companies. Our aim is aligned with prior social science research (see for example, Larrinaga, Carrasco, Correa, Llena, & Moneva, 2002;Frost, 2007 within accounting literature;Shamir, 2004;Banks, 2019;Lord & Levi, 2018 within law or regulation literature; Near & Dworkin, 1998;Weber & Wasieleski, 2013 within business ethics literature) that investigated corporate responsiveness to particular regulations or Acts.
Wider social science literature focussing on corruption and bribery has rich and critical insights into how corruption/bribery narratives are linked to the post-colonial imperialism by developed nations and their patron-based supranational institutions (such as World Bank, IFC) who usually shape or paint developing nations in a broad-brush way as corrupt (Alemazung, 2010;De Maria, 2008;Fraser-Moleketi, 2007;Rossini, 2017;Pierce, 2006;Everett, Neu, and Rahaman, 2007;Sikka, 2003). Such literature within the interdisciplinary accounting field (see Sikka, 2003;Everett et al. 2007) highlights that while many consider that developing countries are often painted as more corrupt than developed ones, arguably such consideration is onesided and does not reflect the real incidents in developing nations. More importantly, little attention is paid to the role of developed nations and their MNCs as front runners in supplying bribery. In fact, the orthodox or conventional view frames developing nations as the creators of bribery which often does not reflect reality. Whereas, a closer look at the incidents of bribery of foreign officials indicates responsibility avoidance from the suppliers of bribery (such as MNCs) located in the developed parts of the world. Therefore, instead of focussing on developing nations, we focus on MNCs based in a developed country, the UK, where a unique bribery Act namely the UK Bribery Act 2010 has been enacted to eliminate all kinds of bribery. Our aim is to problematize MNCs' operations in other countries (including developing nations) and its relation to the enactment of the UK Bribery Act. We pursue such an aim by investigating how the UK based MNCs disclose measures to curb the bribery of foreign public officials (mostly from underprivileged developing nations).
Bribing foreign officials to obtain an advantage in business decisions is a serious problem that not only threatens social, political and economic structures, especially those of developing nations, but also adversely affects companies involved in international commerce. Bribery of this nature undermines democracy and threaten economic progress (Venard & Hanafi, 2008;Ministry of Justice, 2011). The World Bank (2013, Para. 6) estimates that bribery of foreign officials costs US$1000 billion every year. This estimate includes all forms of bribery between MNCs and foreign public officials (World Bank, 2013, para. 11). This has serious implications for underprivileged developing nations because MNCs' bribery of government officials in many developing nations is harming development and poverty elimination in those countries. However, unfortunately, until recently, the issue has not been recognised as a stand-alone societal and regulatory concern. Thus, the introduction of the UK Bribery Act and stronger ongoing stakeholder attention to MNC's global bribery appears to have implications for UK based MNCs and presents a unique research opportunity. It is therefore imperative to see whether and how MNCs responded to the expectations of the UK Bribery Act.
The enforcer of the UK Bribery Act, the Senior Fraud Office (SFO) has made an option of lenient punishment 3 for those companies which self-report (i.e., voluntarily disclose) incidents of bribery in relation to foreign officials (SFO, 2012). We, therefore, focus on disclosures on combatting bribery of foreign officials by MNCs. Prior research has documented a range of potential reasons for social and environmental disclosures (see reviews within Parker, 2005;Deegan, 2002;Dumay, De Villiers, Guthrie, & Hsiao, 2018), and at the same time, a growing amount of research has highlighted a problematic aspect of such practices (see, for example, Islam, Deegan and Gray, 2018;Chwastiak & Young, 2003;Puxty, 1991). While it is evident that companies (such as MNCs) operating in different industries and different regions require more disclosures because their activities are of keen current interest, such as environmentally unfriendly activities, socially irresponsible actions, new technology industries, and so on, such practices can be problematic because these may not create accountability to the broader community (see related research that documented problematic aspects of social and/environmental disclosures or social audits, Islam, Deegan and Haque, 2020;Islam, Gray and Deegan, 2018;Semeen and Islam, 2020;Gray, 2010). Given the widespread stakeholder concerns on specific social accountability issues such as bribery, it is essential to investigate MNCs' disclosures on combatting bribery of foreign officials and explore a problematic aspect of the practices that may not create accountability to the broader community (including local communities in developing countries affected by the bribery of officials) 4 . 3 i.e. a provision for civil conviction instead of criminal prosecution. 4 While many studies have examined the content and implications of the UK Bribery Act on internal actors within the organisations such as employees and how this Act may differ from other anti-bribery laws (Kirk, 2011;Dunst, Diamant, & Kung, 2011;Yeoh, 2012a;2012b;Lord, 2016), this study is unique in its focus on how corporations respond. There is also a need to investigate bribery of foreign officials a type of corruption because, in light of this Act, corporations are now expected to demonstrate robust compliance measures, especially in international transactions.
In line with critical accounting literature (Islam, Deegan, & Gray, 2018;Islam, Deegan & Haque, 2020;Semeen & Islam, 2020;Gallhofer & Haslam, 1997;Gray, 2010;Sikka, 2011;Chwastiak & Young, 2003;Martinez & Cooper, 2017;Neu, Cooper, & Everett, 2001;Puxty, 1991) and by drawing on the notions of coercive pressures (DiMaggio & Powell 1983;Scott, 1995) and decoupling (Sandholz 2012; Lepoutre & Valente, 2012), we investigate the impact of the UK Bribery Act on disclosures and show insights into how such institutional requirement for disclosures of particular bribery incidents can be problematic. Accordingly, an analysis of corporate reports [annual reports and CSR reports] by the Top 100 London Stock Exchangelisted companies (subject to the UK Bribery Act 2010) from 2009-2012 and an in-depth examination of news media articles during both pre and post regulatory periods concerning these companies was conducted. Accordingly, in line with the notion of coercive pressure 5 (DiMaggio & Powell, 1983;Scott, 1995), we found corporations' disclosures on curbing bribery significantly increased from 2009 to 2012 and responded to coercive regulatory pressure for self-regulating. Based on the concept of decoupling, (i.e., the difference between actions and disclosures (Lepoutre & Valente, 2012;Sandholtz, 2012), we found that organisations' disclosures did not substantively reflect the incidents of bribery of foreign officials. There was a mismatch between organisational disclosures and incidents of bribery of foreign public officials and a variation in an organisation's level of disclosure and the degree of decoupling and/or institutional non-conformity was evident. Such finding suggests that companies' anti-bribery disclosure provide only symbolic aspects of an institutional logic and not material expectations in conformance with the UK Bribery Act. Thus, our study contributes to the accounting literature by problematizing MNCs' operations in underprivileged countries. Our findings suggest that western-based MNCs as the suppliers of bribery, contribute to perpetuating unethical practices and injustices to the underprivileged communities in developing countries.
The remainder of this paper has six sections. Section 2 provides the background of the bribery of foreign officials and stakeholder concern as well as the requirements and uniqueness of the UK Bribery Act 2010. Section 3, the theoretical framework provides an overview of the notions of coercive pressure and decoupling. Section 4 outlines the research methods of this study. Section 5 describes the results in relation to the research questions. Section 6 provides a conclusion.

Bribery of foreign Public officials, Stakeholder Concerns and the UK Bribery Act 2010: Background
Business activity on a global scale is at the forefront of many MNCs' agendas (Lord, 2016). Often, third party representatives, agents and intermediaries in overseas jurisdictions are used to bribe officials to win or maintain contracts with foreign governments (Sung, 2005;Cleveland et al., 2009). Over many years, researchers have documented the fragile and underdeveloped democratic institutions and market structures within developing nations. They have argued that such situations encourage corrupt behaviour (Meny, 1996;Williams & Beare, 1999;Adeyeye, 2012 p.70). It is widely accepted that cross-border bribery is prevalent in developing nations in which local anti-bribery regulation holds little to no power over big MNCs (Sanyal, 2012).
MNCs experience a globalised, connected and intertwining network of operations that makes them increasingly susceptible to organised bribery. In such an environment, corporations are faced with the hard challenge of implementing and monitoring effective anti-bribery measures (Baughn, Bodie, Buchanan & Bixby, 2010). Governments of many developed nations appear either reluctant or face difficulties in regulating multinational transactions which in many cases are susceptible to corruption. At the same time, developing nations are likely to suffer more from the impacts of corruption because they simply do not have enough resources as developed nations. Given that, broader stakeholder groups, orthodox Inter-Governmental Organisations (IGOs) including OECD and global Non-Governmental organisations (NGOs) including Transparency International (TI), are concerned over the MNCs' overseas conducts (Lord, 2016;Carr & Outhwaite, 2011). News media also plays an essential role in generating worldwide concern over the global bribery by MNCs (Stapenhurst, 2000, p.3;Welford, Chan & Man, 2007).
As a response to broader stakeholder concerns about anti-bribery laws in the UK, the UK Bribery Act received Royal Assent in April 2010 and came into force on 1 July 2011 (Ministry of Justice, 2011). Previous foreign bribery legislation in the UK, such as the Public Bodies Corrupt Practices Act 1889 and the Prevention of Corruption Act 1916, were deemed inappropriate for a nation operating in the global economy (Ministry of Justice, 2011). As the prominence of cross-border bribery increases in society, so do regulations attempting to control it (TI, 2010). The UK Bribery Act 2010 represents an important part of OECD treaty harmonization. The Act is built on the 1977 Financial Corrupt Practices Act (FCPA) in the USA. Being recognised as the "toughest anti-corruption legislation in the world" (Russell, 2011 p. 1), the UK Bribery Act criminalises the promising or giving of financial or other advantages to a foreign public official in order to achieve a business advantage, and also provides jurisdiction over cross-border bribery activity/ies committed by any corporation with operations in the UK (Ministry of Justice, 2011). From this perspective, the UK Bribery Act resembles the FCPA.
The UK Bribery Act is "an Act to make provision about offences relating to bribery; and for connected purposes" (c.23 p. 1). Its objective is to be a robust mechanism for curbing corporations' cross-border or overseas bribery (Ministry of Justice, 2011). While each part of the UK has its prosecution agencies, the UK Serious Fraud Office (SFO) is the lead agency for enforcing the Act. The SFO holds the jurisdiction of investigating and prosecuting corporate offences of fraud and bribery. Under Sections 1 and 2 of the Act, two general provisionsthe "active" and "passive" bribery clausesare given. The former pertains to the offering, promising or giving of an advantage to obtain or retain business; whilst the latter refers to requesting, agreeing to receive or accepting an advantage in order to obtain or retain business (s.1, s.2). Aligned with the amended US FCPA (1998) and OECD convention, the UK Bribery Act aims to force organisations to assess the adequacy of their existing anti-bribery programmes. This law contains the first distinct provision for organisations that fail to prevent bribery. Section 7 (1) stipulates that organisations subject to the Bribery Act are liable if they fail to prevent persons associated with them from committing bribery on their behalf. This thereby requires companies to take adequate measures to control bribery-related activity in their organisations (s.7.1). The Act also allows corporations to demonstrate adequate antibribery procedures as a mitigating circumstance (s.7.2;Yeoh, 2012a). The boundaries of the Act extend beyond residents of the UK and organisations incorporated in the UK. As stated in Section 12(5), any organisation that does business in the UK is subject to the Act. Besides, organisations are liable even if a person associated with the company commits bribery, meaning that contractors, suppliers, agents, intermediaries and anyone acting on behalf of the company is subject to the Act (Ministry of Justice, 2011). However, the Act is not problemfree. In particular, right after its enactment, its provision for mitigating circumstance sparked major controversy and generated public debates (Milford, 2013).

Theoretical framework
We draw on the notions of coercive pressure (Scott, 1995;DiMaggio & Powell's 1983) and organisational decoupling (Lepoutre & Valente, 2012;Sandholtz, 2012), to explain the impact of the British Bribery Act on disclosures and offer critical insights into how such institutional requirement can be problematic. While accounting literature focusses on a wide range of critical theories ranging from Marxist informed perspectives to Bourdieusian notions (Semeen & Islam, 2020;Gallhofer & Haslam, 1997;Chwastiak & Young, 2003;Neu, Cooper, & Everett, 2001;Puxty, 1991) to explain particular disclosure or non-disclosures, our research contributes to the literature by considering the use of institutional turning of critique 6 to explain such practices.
The notion of coercive pressure indicates that regulations influence organisational practices (see, Scott, 1995;DiMaggio & Powell, 1983). Recent accounting research (for example, Reichborn-Kjennerud, González-Díaz, Bracci, Carrington, Hathaway, Jeppesen, & Steccolini, 2019) has considered the notion of coercive pressure (Scott, 1995) in explaining the regulatory role of a public sector accounting or audit institution's role to fight corruption. Accordingly, we expect that regulatory pressure such as UK bribery legislation has implications for corporations. The UK government appears to institutionalise external coercive pressure via a shift in bribery regulation, creating strong demand for corporations to conform to the expectations of governments, NGOs and IGOs. Therefore, it is important to understand whether and how the coercive pressure of the UK Bribery Act influences corporate disclosures on combatting bribery of foreign officials. Scott's (1995) notion of coercive pressure to explain corruption control measures in the public sector. We find such a notion relevant to explain bribery-related disclosures by MNCs. While we start with a discussion on the notion of coercive pressure (DiMaggio & Powell, 1983, Scott, 1995, our study is data-driven and mostly relies on another institutional notion, decoupling (Souitaris, Zerbinati, & Liu, 2012;Lepoutre & Valente, 2012;Sandholtz 2012). The notion of decoupling is helpful to investigate whether the change in corporate disclosures on curbing the bribery of foreign officials, created by regulatory or coercive pressure, substantively reflects real allegations of bribery. Decoupling is the process through which organisations closely conform to the expectations of the environment where it operates, without any intention of implementing those expectations at the operational level (Pache & Santos, 2013). Decoupling occurs when there is a mismatch between formal organisational practices (disclosures) and actual organisational actions (real events). While organisations may formally make disclosures that display conformity to institutional expectations, organisations may also decouple such disclosures from their actual actions (Fiss & Zajac, 2006;George et al., 2006).

Reichborn-Kjennerud et al. (2019) used
Given the widespread investigation of decoupling as well as the variation of institutional conformity or even non-conformity (Helms, Oliver & Webb, 2012;Souitaris et al., 2012;Lepoutre & Valente, 2012;Hengal et al, 2014;Fiss & Zajac, 2006), by relying on Sandholtz (2012), we focus on the varying degrees of decoupling: full decoupling, slight decoupling and no coupling (see Table, 1). In studying the decoupling processes within organisational responses to ISO 9000 certification standards, Sandoltz (2012) identified two different types of decoupling: malignant (resulting from strong organisational opposition to regulation) and benign (reflecting implementation of regulation).
We apply the different degrees of decoupling, as suggested by Sandholtz (2012) to different nature and extent of disclosures on combatting bribery. Prior literature indicates that corporations remain silent (Buhr, 2001) to negate the relationship with the stakeholders, or to provide vague, strategic response. Such negation serves as carriers of the institutional pressure (Lepoutre & Valente, 2012), and demonstrates corporations' symbolic adaption as well as (Jamali, 2010;Holder-Webb & Cohen, 201). Merging the propositions of different level of decoupling (Sandholtz, 2012) and different natures and extents of particular CSR disclosures (Buhr, 2001;Jamali, 2010;Holder-Webb & Cohen, 2012) we expect that three degrees of decoupling can range from: • Malignant separation: an extreme form of institutional decoupling. For example, the complete non-disclosure of bribery-related events. • Symbolic adoption: some disclosure of bribery-related events but inconsistent with formal requirements of regulations. For example, ceremonial or ritualistic disclosures. • Complete implementation: where organisations are found entirely compliant. For example, substantive or full disclosure of bribery-related events. While regulation may be a mechanism ensuring decoupling minimisation, conformity to regulations of a ceremonial or a symbolic nature may render a form of institutional 'immunity' to the regulatory pressures. From the institutional immunity perspective, Lepoutre and Valente's (2012) work is relevant here. Under some conditions or contradictory situations, organisational actors may adopt decoupling strategies (malignant separation or symbolic adoption, Table 1) to immunise themselves under the pressures for conformity to prevailing logic (Lepoutre and Valente, 2012). The apparent motivation for an organisational actor to seek immunity from an institutional requirement depends on its key actors' (managers') desire to maximise self-interests from conforming to that institutional requirement (Lepoutre & Valente, 2012;George et al., 2006). Accordingly, in an attempt to establish the problems presented by organisational decoupling and the processes of seeking immunity and maximising self-interest, MNCs' anti-bribery disclosures in response to UK Bribery Act need to be investigated.

Research Methods
We commence with content analysis to document the level of disclosures on combatting bribery as a response to coercive pressure (the UK bribery Act). We then use thematic analysis to critically analyse organisational decoupling with reference to a specific item of disclosures, this being disclosure of bribery of foreign officials by MNCs. A brief discussion of content analysis and thematic analysis is next.

Content analysis
This study uses content analysis, a commonly used method in accounting research (Beattie, 2014). Unlike prior studies which have used only a single type of content analysis, two specific types were used in this instance: first, a simple presence/absence index analysis where the items to be studied are specified ex-ante; and second, a thematic content analysis where the whole text on a particular topic (see, Beattie & Thomson, 2007) or specific incidents were analysed (see a general overview of methods within Beattie et al., 2004). Considering the two different types of content analysis, we analyse corporate media, including annual reports and CSR reports, to determine whether and how corporate disclosures on curbing bribery of foreign officials have or have not changed over the enactment period of the UK Bribery Act. We then consider news media articles about incidents of bribery of foreign officials concerning corporations that come under the jurisdiction of the UK Bribery Act to determine the nature of disclosures and degrees of decoupling.

Annual reports and CSR reports of the companies listed on the Top 100 London Stock
Exchange on 30 June 2013 were selected for the presence/absence index analysis. The period from 2009 to 2012 was chosen in order to identify any shifts in disclosures from before, during and after legal enforcement of the UK Bribery Act 2010. There are no specific guidelines for choosing the number of years before and after the emergence of regulation to examine its impact. However, our decision of choosing two years of disclosure before the enactment of the Act and two years of disclosures after the Act is consistent with prior literature (e.g., Frost, 2007). We analysed 396 annual reports from 99 companies and 364 CSR reports from 91 companies. A company was excluded from the final sample if it was newly incorporated during the sample period. Eight companies without CSR reports for any of the sample years were also excluded from the final CSR report sample.
The annual reports and CSR reports were analysed by developing a presence/absence disclosure index consistent with the prior research (e.g., Islam & McPhail, 2011). Our disclosure index was primarily based on the UK's Adequate Procedures Guidance (APG) which is in line with the UK Bribery Act 2010 (Ministry of Justice, 2011). The disclosure index is a composition of the following four general themes based on the UK's APG: • Top management and human resource policy and procedures • Risk Assessment ; • Due Diligence Measures to curb different nature of bribery of foreign public officials • Monitoring and Review of Bribery of foreign public officials These four general themes regarding companies' fight to curb bribery were chosen in order to reflect the principles detailed in the UK Bribery Act's APG (See appendix A for a summary description of the six principles of APG as stated by the Ministry of Justice). However, 38 specific disclosure items (which APG does not specifically address) under the four general themes were developed by a review of two additional international guidelines including OECD Guidelines for Multinational Enterprises-Section VI: Combating Bribery (OECD, 2009(OECD, , 1998 and TI UK Bribery Act Adequate Procedures Checklist: guidance on good practices procedures for corporate anti-bribery programs (Wilkinson, 2010).
All of the three guidelines (UK APG, TI Adequate Procedures Checklist and OECD Guidelines) suggest proper and practical anti-bribery guidance for UK Bribery. The UK APG (Ministry of Justice, 2011) assists companies in constituting what the UK Bribery Act refers to as "adequate procedures". Section 7(2) of the UK Bribery Act (2010, c.23, p. 5) states: […] it is a defence for a commercial organisation to prove that it had in place adequate procedures designed to prevent persons associated with the commercial organisation from undertaking bribery-related conduct.
The TI Adequate Procedures Checklist and OECD guidelines definitively categorise specific operational policies and procedures. The UK APG observes considerable overlap with the TI Adequate Procedures Checklist and OECD guidelines. A disclosure index, in particular, is considered to be a practical and valid research tool when the selection of the items are based on other indices in the literature or international benchmarks. It is for this reason that we have merged these three guidance documents to develop a disclosure index to measure corporations' disclosures on curbing bribery of foreign officials. As the enforcing agency, SFO considers disclosures of bribery-related allegations as lenient; we use these three guidelines to develop a disclosure index.
The final content analysis disclosure index comprises four general categories (i.e., based on four general themes on the UK's APG mentioned above) and 38 specific disclosure items. Scored against 396 annual reports and 364 CSR reports, a total of 47,880 individual observations for the content analysis of corporate media were observed. We used specific keywords to support our individual observations, and the keywords included, but were not limited to: "accounting", "assessment", "audit", "board", "bribe", "bribery", "corruption", "commitment", "compliance", "control", "developing", "employee", "foreign", "fraud", "human", "internal", "monitor", "measure", "official", "resource", "risk", and "training", We used a presence/absence content analysis tool to analyse the content within corporations' annual and CSR reports McPhail, 2011 Beattie &Thomson, 2007). We believe that a simple presence/absence tool can capture the quality and degree of specificity and completeness of disclosures better than other approaches which use a weighting scheme (see examples of weighting schemes within Hooks & van Staden, 2011). Where pieces of information relating to the same items are duplicated or repeated during the disclosure process, we counted them only once (as is consistent with the approach of Guthrie and Petty (2000).
We endeavoured to understand organisational response through the changing level of antibribery disclosures from the pre to the post-enactment period of the UK Bribery Act. At the same time, through thematic analysis (see next) we addressed the proposition that as institutional practices are complex and often symbolic in nature (Lepoutre & Valente, 2012;Sandholtz, 2012;Buhr, 2001;Jamali, 2010;Holder-Webb & Cohen, 2012), anti-bribery disclosures by MNCs may be decoupled from their actual actions to eliminate bribery.

Thematic analysis
Thematic analysis was the second type of analysis to be used in this study (i.e. Thematic analysis within Beattie &Thomson, 2007;Beattie et al., 2004). The thematic analysis was applied to news media articles as well and corporate reports in order to identify narratives of particular bribery incidents involving our sample companies. News media plays an important role in public policy and receives special attention for its political, cultural, social and economic influence (Fico, Lacy & Riffe, 2008). News media is an unobtrusive means 7 of analysing interactions that occur in society and is therefore used in this study to examine allegations of bribery of foreign public officials.
A thematic analysis focusing on particular cases of bribery incidents reported by news media was used to examine different levels of organisational decoupling as a response to coercive institutional pressures. Hartz & Steger (2010) used news media thematic analysis of German newspapers in order to explore the changing nature of organisations and their managers in relation to corporate governance. Likewise, Fiss & Hirsch (2005) also used news media texts analysis of newspaper articles from the US to analyse public discourse on globalisation. Our preferred method of thematic analysis is similar to that used by Hartz & Steger (2010) and Fiss & Hirsch (2005).
For our thematic analysis, we followed three specific steps: • First, using the Dow Jones FACTIVA database, we extracted all news media articles that contained the word "bribery" or "corruption" for each of the sample companies. We reviewed the following leading global news media including ( • Third, all of the relevant text within the corporate reporting media (i.e., annual reports, CSR reports and corporate websites) by a total of 17 companies (with the 27 bribery incidents in total over 2007-2009) was thoroughly read and analysed. We compared what the media reported and what companies disclosed. We looked at how our sample companies disclosed incidents of bribery due to coercive pressure (regulatory pressure) after the introduction of the UK Bribery Act (2011)(2012) and at the same time we checked how these companies disclosed bribery incidents during the pre-regulation period (2007)(2008)(2009). Such a comparison of the extent of decoupling between post and pre-regulatory periods appeared helpful to understand whether the Act was effective in reducing decoupling behaviour. In other words, we had the case-specific or illustrative understanding of whether decoupling was less or extensive after the introduction of the UK Bribery Act than before (that is, unregulated or non-coercive environment). For further analysis, subsequent or final media articles on the specific bribery cases/incidents after the Act came into force (from 2013 to 2018until the news media stopped reporting the cases) and relevant corporate annual reports were reviewed. With confidentiality in mind, all the companies identified as having bribery incidents are referred to by a coded number (please see Appendix, B). The order of the coded number does not reflect the order in which they appear above.
In addition to the news media analysis, this study triangulated the preliminary findings with the evaluation reports of the OECD, intending to gain a more in-depth understanding of the nature of decoupling. The following section discusses the results of the study.  Table 3 shows changes in the number of disclosures during the period from 2009 to 2012. As shown in table 2 and 3, the number of disclosures on curbing bribery gradually increased over time.

Disclosure on curbing bribery and coercive pressures: Pre-and Post-implementation of the UK Bribery Act 2010
In relation to the first theme, 'Top management and human resource policy and procedures' consisted of 10 items, over all the years there were 2531 annual report and CSR disclosures. The most frequent disclosure item was (1) The company has a Code of Conduct, equivalent policy document or value statement that includes an explicit statement of the no-bribes policy (the combined disclosures for the period was 433: within annual reports, 21 companies disclosed this item in 2009 and 66 in 2012; and within the CSR reports 48 companies disclosed the item in 2009 and the number went up to 82 in 2012). The least disclosed item within the first category was (10) Amount of expenditure on employee training in regards to anti-bribery (the combined disclosures for the period was only 11: 1 company disclosed this in 2009 and 4 in 2012 within the annual report and no company disclosed in 2009 and 2 in 2012 within the CSR report).
The second disclosure theme or category 'Risk assessment' consisted of four items. For the overall years, there were 1623 annual report and CSR disclosures. The most disclosed item within this category was (11)   19. There is a procedure for due diligence to be carried out on recipient bodies so that no foreign public official is associated with the body that will gain an advantage in the conduct of business 21   Eleven items were considered within the third category 'Due diligence measures to curb different nature of bribery of foreign public officials' consisting of 2989 disclosures for the overall period. The most disclosed item under this category within the annual report was (18) Contributions are subjected to procedures and controls to ensure they are not used as a subterfuge for bribery to gain the undue advantage for the company (the combined disclosures was 372: within the annual reports, 25 companies disclosed this item in 2009 and the number went up to 50 in 2012 and within the CSR report 43 companies disclosed this item in 2009 and the number rose to 68 in 2012). The least disclosed item was (23) Monetary amount given for sponsorships (the combined disclosures for the whole period was 156: within annual reports, 27 companies disclosed this item in 2009 and the number marginally increased to 29 in 2012; within CSR reports, 5 companies disclosed in 2009 and 19 in 2012).
We looked at 13 items within the category 'Monitoring and review of bribery of foreign public officials' and found 4314 disclosures for the overall period-the highest number of disclosures for a category throughout the period of observation. The most specific disclosed item with this category was (26) External consultants are used to monitor, advise and assure the organisation's anti-bribery programme (the total disclosure for the period is 627-the highest number of disclosures for a specific item out of 38 specific items for this study: within annual report 90 companies disclosed in 2009 and the number had risen to 98 in 2012; within the CSR reports 48 companies disclosed this item in 2009 and the number rose to 74 in 2012). The least disclosed item was (37) Number of incidents in relation to bribery of foreign officials (total number of disclosures was only 36-7 companies disclosed this item in 2009 and the number went down to 5 in 2012 within the annual reports and within the CSR reports 1 company disclosed this item in 2009 and 7 companies in 2012) 8 . Table 2 Table 3 shows the changes in disclosures more clearly. As Table 3  Furthermore, to understand which general themes significantly changed between the pre and post-UK Bribery Act, we ran an independent samples t-test 9 . An independent samples t-test was conducted to compare the average number of disclosures companies for each category before enforcement of the UK Bribery Act (2009 and 2010) (n = 99 companies for annual reports; n = 91 companies for CSR reports) to the average disclosure companies after the enforcement of the UK Bribery Act (2011 and 2012). As shown in Table 4, considering annual report disclosures, two categories ('Top management and human resource policy and procedures'; p= .000 and 'Due Diligence Measures to curb different nature of bribery of foreign public officials'; p=.013) out of four observed significant (p=.000) increases in the number of disclosures from before to after enactment of the Bribery Act. While there was a general upward trend in the number of disclosures from before to after the enactment of the Bribery Act, there was a variation among specific issues disclosed by the companies. Out of 38 specific items, companies were most keen to disclose 21 items and reluctant to disclose at least 17 items. 10 The three items (out of 38) companies were most reluctant to disclose (10) Amount of expenditure on employee training in regards to antibribery (with only 11 disclosures in total during the observation period), (9) Number of employees terminated for bribery-related reasons (with 23 disclosures in total) and (37) Number of incidents in relation to bribery of foreign officials (with 36 disclosures in total). The least disclosed items mostly related to the factual data/information. In other words, Table 2 suggests that companies provided more disclosures on the general measures they undertook to prevent bribery incidents, whereas their disclosures on specific actions against bribery-related incidents are very limited. The low disclosure of factual information (such as the number of bribery incidents) is a problematic aspect of disclosures, and in the advance section, we will, in particular, provide critical illustrations of how companies disclose incidents of bribery of foreign officials. In summary, we find that companies were responsive to the Bribery Act as coercive pressures (DiMaggio & Powell, 1983;Scott, 1995) and at the same time, we argue the fewer disclosures on some specific issues (such as bribery incidents) appears consistent with the notion of decoupling (Lepoutre & Valente, 2012;Holder-Webb & Cohen, 2012;Sandholtz, 2012). Accordingly, in the next section, by considering a specific disclosure item (this being disclosure of bribery incidents) we present a problematic aspect of companies' response to the UK Bribery Act.

Bribery Incidents and Disclosures: Degree of decoupling and logic of institutional non-conformity
Prior social accounting literature suggests that social disclosures can serve as a symbolic carrier or be used to maintain symbolic legitimacy (i.e. institutional logics of symbolic adoption or malignant separation) when organisations face broader stakeholder pressures (Killian & O'Regan, 2016;Archel, Husillos & Spence, 2011). More critically, when social disclosures or social auditing serve as a symbolic legitimacy, they may perpetuate social inequality (Islam, Deegan, & Gray, 2018;Semeen & Islam, 2020;Chwastiak & Young, 2003;Neu, Cooper, & Everett, 2001; and they may do more harm than good (Puxty, 1986(Puxty, , 1991. In view of this, the notions of symbolic adoption or malignant separation are particularly relevant in the context of our study to problematise anti-bribery disclosure patterns when companies face bribery allegations. Accordingly, in this section, we present an analysis of news media reports on particular bribery incidents and the responses to those reports by the companies concerned, to gain insights into whether and how (via the strategies of symbolic adoption or malignant separation) the companies' disclosures reflect a perceived immunity to the UK Bribery Act's requirements.

Table 5: Incidents of bribery of foreign officials in news media and corporate disclosures on those incidents after the emergence of the UK Bribery Act
As can be seen in Table 5, media attention towards allegations, prosecutions or settlements of corporate bribery of foreign public officials by UK corporations was dominated by Mining, Telecommunications and 'Other' industries after the emergence of the UK Bribery Act. The number of articles dedicated to bribery of foreign officials related incidents, released after the implementation of the UK Bribery Act was 239 for the Mining, Utilities and Construction industries (rank 1);159 for the Telecommunications and Equipment industry (rank 2); and 134 for the 'Other' industry (rank 3) (Table, 5).

Disclosure of incidents of bribery of foreign officials by Alleged MNCs
The Mining industry indeed deserved the most media attention due to it having recorded the greatest number of separate incidents (seven incidents for six companies). The number of separate bribery incidents per industry was then highest for the Pharmaceutical & Medical Care industry (four incidents for two companies), and for the Financials industry (five incidents for two companies). The two pharmaceutical companies, both made disclosures for the two incidents that had been documented, whilst companies under the Financials industry made no disclosures concerning reported incidents.
In the three industries generating the most media attention: in the Mining industry, three out of six alleged bribery guilty companies made disclosures; in Telecommunications two out of three alleged bribery guilty companies made disclosures, and in the other industry one out of two alleged bribery guilty companies made disclosures. Whether such disclosures were reflective of real-life allegations and incidents of bribery, reported by the news media, was of significant interest. Such information will help address whether and to what degree decoupling may be observed. Interestingly, only 10 out of 17 companies made disclosures, and only 3 of them disclosed corrective actions (i.e., companies' admitted bribery incidents and made disclosures about recovery measures) on the particular incidents that received media attention.
Given the above discussion on media attention on bribery incidents and related corporate disclosures during the UK Bribery Act (2011)(2012), the extent of decoupling during both post and pre-regulatory periods is presented next. We compared the extent of decoupling between post and pre UK Bribery Act periods to understand whether the Act was effective in reducing companies' decoupling behaviour. To understand the level of decoupling, we assessed the extent to which the particular companies (see Appendix B) disclosed bribery incidents as highlighted by news media 11 . In other words, we examined the extent of companies' disclosure by applying the three levels of decoupling introduced in section 3 -malignant separation, symbolic adoption and complete implementation (Sandholtz, 2012;Buhr, 2001;Jamali, 2010;Holder-Webb & Cohen, 2012).
In relation to post period of the Act (2011-2012), as shown in Table 6 and documented in Appendix B, out of the 17 companies alleged to have bribed foreign officials (Table 6), 7 companies did not disclose the bribery incident (i.e. these companies adopted a full decoupling or malignant separation strategy), 8companies disclosed generic information about the incident (i.e. these companies adopted a slight decoupling or symbolic adoption strategy), and only 2 companies fully disclosed detailed information about the incident (i.e. these companies adopted 11 Comparing news media articles on bribery incidents with corporate disclosures on those incidents is consistent with other studies that analysed news media articles in order to determine corporations' behaviour (Hartz & Steger, 2010). no decoupling or a complete implementation strategy). We examined both the year that the incident was reported and the following year so media and reporting time lags were controlled. Table 6, indicates that after the enactment of the UK Bribery Act, considerably more companies are fully decoupling their disclosures from real events, as opposed to fully adopting regulators' call for higher transparency. Such finding suggests that the UK Bribery Act did not contribute to the reduction of corporate decoupling about curbing bribery of foreign officials by UK based MNCs. This finding, accordingly, motivated us to examine how these companies disclosed bribery incidents in a fully unregulated environment or during the pre-period of the Act (2007-2009). In relation to the period before the Act (2007-2009), as documented in Appendix B and Table  6, out of the 6 companies alleged with bribery of foreign officials, 3 (A, H and P; for one of which two incidents were alleged) did not disclose the bribery incident (i.e. these companies adopted Full decoupling or Malignant Separation strategy), 3 (B, O and Q) disclosed generic information in relation to the incident (i.e. these companies adopted Slight decoupling or Symbolic adoption strategy), and no company fully disclosed detailed information with regard to the incident. Hence, we found the same or similar pattern of responses by companies when we looked at corporate decoupling behaviour before the enactment of the UK Bribery Act.
In analysing the movement of the same six companies (A, H, P; B, O and Q) between pre-Act (2007)(2008)(2009) and the post-Act (2011-12) period, we found that company A and company P moved from full decoupling to slight decoupling. Company B moved from slight decoupling to no decoupling. Company O and company Q were slight decouplers for both periods. Company H, a bank, was a full decoupler in both periods. The movement mostly in between full decoupling and slight decoupling indicates that the Act has had a limited effect on corporate decoupling behaviour. Our overall findings suggest that the regulation (or coercive pressure) like the UK Bribery Act was less useful to eliminate perpetuating of corporate decoupling in relation to curbing bribery.
And hence, while we find anti-bribery disclosures increased significantly after the enactment of the UK bribery act (see previous section, 5.1), these disclosures do not reflect real bribery incidents. The disclosures provide a symbolic carrier of the institutional requirements of the UK Bribery Act. Our findings are consistent with the view that, in the presence of institutional contradictions, companies appear to adopt decoupling strategies (Fiss & Zajac, 2004) which seek immunity from an institutional requirement and maximise self-interest (Lepoutre & Valente, 2012;George et al., 2006). Such insights add to the existing critical research (Semeen & Islam, 2020;Gray, 2010) that corporate disclosures are more aligned with symbolism than reflecting any real improvement in relation to their accountabilities to broader stakeholder groups.
The above findings raise a few valid and interesting questions: Do news media report actual incidents/cases of bribery? What sources do news media usually use when reporting particular incidents of bribery? How do the concerned companies change their response/disclosure strategies in response to subsequent coverage by news media of particular incidents of bribery? How does the broader community learn that particular cases of bribery have been resolved or dismissed? Once we attempt to outline the problems that bribery disclosures and corporate decoupling strategies present, the potential range of questions like these remains relevant. We explore a few of these questions further in Table 7.
Following on from our main findings (Table 6), we have attempted to review and track how companies disclosed particular bribery cases after initial reports and until the news media stopped reporting the cases. We reviewed subsequent and final news media reports on bribery incidents more precisely and found that journalists tended to use factual information drawn from sources ranging from government departments, via prosecutors and SEC authorities, to a whistle-blower. At the same time, we reviewed the annual reports of the companies concerned just after the final media reports on the cases and found companies' initial decoupling strategies did not change much. A summary of these finding is presented in Table 7.
As we can see in Table 7, over time the companies changed their strategies on the bribery incidents reported by news media little or not at all. To track whether any of the incidents considered for this study resulted in criminal prosecutions under any law (this is particularly relevant when examining instances of companies' malignant decoupling from situations), we looked at subsequent and final media reports on the cases and companies' disclosures after the media reports. We have found that all 7 companies that adopted a malignant (or full) decoupling strategy early (Table 6) maintained the same strategy subsequently: The companies did not disclose any information in response to final media reports on prosecutions and penalties. This surprised us most, because companies are supposed to disclose prosecutions or potential obligations and liabilities, at least as contingent liabilities within their annual reports. Out of eight companies that adopted symbolic or slight decoupling strategy, 7 of them maintained the same strategy subsequently and one moved from slight decoupling to no decoupling. Two companies that adopted a no-coupling strategy early (see Table 6) maintained the same strategy by disclosing information (in their annual reports) about subsequent prosecutions and the payment of penalties for bribery imposed upon them by courts, as reported in the final news media articles. Most of the cases involving companies that sustained full and slight decoupling strategies led to prosecutions, and we learned of these from media articles and not from their annual reports. This is problematic because these companies were not prepared to even mention the overseas bribery cases in their annual reports, to formally let shareholders know what had actually happened, and even though some cases were very substantial (a few companies were fined more than US$300 million each for bribery).  G (Media reported that an internal auditor and US SEC were involved in the case settlement. US$00 (two digits) million paid as a penalty and disclosed in G's annual report.) In our review of final media articles and corporate disclosures on the specific bribery cases, we found that independent consultants, lawyers and even accounting firms (including Big 4 firms) have been engaged in settling bribery cases. All of these actors were engaged to protect companies from the risk of higher penalty for bribery, rather than to protect broader community interests.
In our extended review of news media and corporate reporting, we have found that most of the UK-based companies that were fined by US courts for bribery were cross-listed on US stock exchanges and subject to the FCPA. We have found that the companies studied adopted limited disclosures of the direct implications of the UK Bribery Act as a part of their response to the final media coverage of the bribery incidents. These findings are consistent with broader concerns over the lack of regulatory enforcement as reported in the early OECD report for the UK (OECD's third phase of evaluation for the UK, OECD, 2012). The UK received sharp criticism from the OECD over its failure to enforce the UK Bribery Act. Reasons for unsuccessful enforcement of the UK Bribery Act were various but often narrowed down to insufficient resources, delay in processing cases and inadequate complaints mechanisms and protection for whistle-blowers (OECD, 2012). The staff of the authorities involved appeared to lack an understanding of the foreign bribery offence (TI, 2014;OECD, 2012). The lack of enforcement also means that there is uncertainty over compliance with the act (Taddia, 2014).
In line with Lepoutre and Valente's (2012) argument, our findings indicate that when companies were subject to bribery incidents, most failed to disclose this and conform with the UK Bribery Actthis, in turn, suggests that companies developed a form of immunity (or low sensitivity) to the requirements of the Act. While such nature of absence or silence in bribery reporting creates a kind of immunity for corporations given the existence of regulatory ambiguities and/or dual environmental complexities in the institutional field (Seo & Creed, 2002), this does state that the silence in reporting in many instances perpetuates injustice and inequality to underprivileged stakeholders (Chwastiak & Young, 2003;Young, 2003) including victims in developing nations where the concerned companies operate. This was well understood by triangulation of the above analysis of media (Table 6, 7, and Appendix B) and corporate narratives with OECD's country analysis based on facts and experts' opinions. In fact, our triangulation via corporate reports, media news, and OECD's report on the UK (OECD, 2012) indicate that enactment of the UK Bribery Act did not reduce corporate decoupling, and that failed implementation has induced companies to feel immune from its provisions, so has appeared to perpetuate injustice to the people of less privileged countries in which bribery incidents have occurred.

Concluding remarks
Given the status of the UK Bribery Act, as well as external stakeholder interests, in the fight against bribery of foreign officials by MNCs, the objectives of this study were (1) to understand whether and how the largest 100 UK-based MNCs' disclosures or narratives on curbing bribery changed from 2009 to 2012 in response to the enactment of the UK Bribery Act 2010 and (2) to investigate whether and how such disclosures changed substantively to reflect real allegations, incidents or events relating to bribery of foreign officials mostly based in underprivileged and developing nations. This study enables us to envisage whether and how decoupling occurred in the presence of coercive pressures. Results of this study in relation to the first objective show that the UK Bribery Act, as coercive pressure, significantly influenced corporations' disclosure behaviour. Such influence was observed for all companies subject to the Act. Thus, our findings are consistent with the institutional notion of coercive pressure (DiMaggio & Powell, 1983, Scott, 1995 and support the view (Sandholtz, 2012;Heese et al., 2016) that the organisations adopt disclosure strategies in an attempt to respond to the external regulatory environments.
By way of different notions of institutional decoupling (Lepoutre & Valente, 2012;Helms et al., 2012;Jamali, 2010;Holder-Webb & Cohen, 2012, Sandholtz, 2012 and based on the thematic analysis of news media articles focussing on incidents of bribery of foreign officials by 17 companies and the disclosures on these incidents within the annual reports of the companies concerned, the results concerning the second objective show that in general, companies' disclosures were not substantively or materially reflective of real allegations or incidents of bribery of foreign officials. Since the purpose of the UK Bribery Act was to prevent corporations from bribing in cross-border transactions, it was expected that the number of companies decoupling their disclosures from the action, would be less than the number of companies not decoupling their disclosures from the action and making full disclosure of bribery of foreign officials. The results, however, show that this was not the case. That is, in the majority of the cases under investigations, the concerned companies remained symbolic and silent in reporting or clarification on the alleged bribery incidents. Such symbolic and silent strategy could do more harm than good (Puxty, 1991) and perpetuate injustice and inequality to underprivileged stakeholders (Chwastiak & Young, 2003;Young, 2003) including those that were based in developing nations where the concerned companies operated. Decoupling and non-conformity occurred despite the UK government's attempt to clarify the regulatory requirements through the Bribery Act.
As seen in this paper, the problematic angle of the notion of coercive pressure is that a regulation can be a formal structure with incentives for symbolic compliance (Zbaracki, 1998;Sandholtz, 2012;Lepoutre & Valente, 2012) allowing corporations to find immunity from the regulatory requirements and perpetuate injustices. Regulators should think about why new or more regulations without substantive requirement are not helpful to curb corporate decoupling and injustice. The regulators should address the crisis that MNCs being suppliers of bribery is much more harmful to the underprivileged communities in developing nations. Accordingly, this paper provides practical insights into how stakeholders ought to interpret MNCs' accounts of their involvement in bribery critically. The issue of bribery of foreign officials deserves further research attention.
The investigation into whether disclosures on curbing bribery of foreign officials were decoupled from real-life allegations of bribery is arguably at the heart of this paper, and it is what differentiates this study from others that examined corporations' reporting behaviour in response to regulation. Given that, we acknowledge a limitation on the use of media reports focussing on the incidents/allegations of bribery in identifying the actual number of bribery incidents. As some bribery incidents identified from news media reports appeared to be allegations, not convictions for bribery within the period of this study, companies could have defensible reasons for not disclosing some contingencies. In relation to any particular media report/s on the incidents, during the period of this study, we were unaware whether any reporters (investigative journalists) were (legally) challenged by the concerned companies. Identifying a bribery incident is a challenging task and given that we encourage future research to use alternative sources of data to examine corporate accountability in relation to the elimination of bribery. We also encourage future research to evaluate how the UK Bribery Act has an effect on corporate accountability by considering what the optimal time lag might be between news media highlighting particular bribery incidents, NGOs' anti-bribery activism and corporate responsiveness. In 2011 Annual report, company B disclosed details of the criminal indictment. The disclosure was detailed with the parties involved in the incident and the current status of the indictment.
Partial disclosure was made mentioning the country involvement and potential fines involved in this allegation, but the company did not disclose the actual incident involved in it. Detailed disclosure was given in financial notes to the contingent liability section of the annual report 2012. However, disclosure was not specific to this incident. The company only identified "matters of concern in these Indonesia and China and in other overseas markets. There was a bribery allegation against the Chairman and his successor [The Sunday Times, 2008] The disclosure was provided in the annual report 2011, and it mentioned it was involved in a project in Kuwait but did not mention it involved bribery (of foreign officials) related payments.
The company did not disclose any real incidents and allegations mentioning all the countries involved.

2012
Not mentioned A company executive received corrupt payments totalling £4.9million from directors of a major potato supplier in return for granting them a lucrative contract. The CEO and two other employees were being questioned by the French police investigating alleged corruption involving an Iran gas project [Dow Jones International News, 2007].
The disclosure was present, yet extremely generic and did not make reference to any oil and gas contracts: "employees were placed under formal criminal investigation for possible charges as accessories to the corruption of foreign public agents" Annual report 2012. The company's disclosure instead focused on claims of commitment to enhanced compliance programs.

2007
Iraq Company Q has received a request from the Serious Fraud Office to hand over documents as part of an inquiry into bribes allegedly paid to the government in Iraq [The Daily Telegraph, 2007] No disclosure