준수 또는 설명 방식에 따른 기업지배구조 핵심지표 미준수 사유의 설명과 기업가치 간 관계

Abstract

[Purpose] The Comply or Explain (CoE) approach, a core principle of the Corporate Governance Code, encourages an improvement in corporate governance by affording each firm the discretion to choose an appropriate governance structure and by allowing capital market participants to assess the firm’s governance choice. In order to investigate whether the corporate governance disclosure system works in accordance with the spirit of the CoE approach, this study analyzes the relationship between disclosure of the status of compliance with the key indicators of corporate governance and firm value.
 [Methodology] Using a sample of listed firms that disclosed corporate governance reports from 2019 to 2021, we perform regression analysis to examine the relationship between the disclosure of compliance or explanations for non－compliance with key corporate governance indicators and firm value. Additionally, we analyze the content of the explanations for noncompliance.
 [Findings] We find that compliance with key indicators has a positive relationship with firm value, while explanations for non－compliance do not exhibit a significant relationship with firm value. We also find that the majority of non－compliers state only the fact that they do not comply with the key indicators or provide general explanations exemplified in guidelines and best practices for their non－compliance.
 [Implications] The mandatory disclosure system for corporate governance reports, under the CoE approach, is intended to enhance transparency and the long－term value of the firm through effective disclosure of corporate governance and will apply to all listed firms in 2026. We find that the explanations provided by non－compliers are neither specific nor significantly related to firm value. These findings suggest the need for a discussion on ways to enhance the understanding of the essence of the CoE principles, particularly the Explanation (E) element, among both firms and information users and to improve the quality of corporate disclosures.