Corporate Governance Code Research Articles

Функция контроля совета директоров финансовой организации

In compliance with dated by 2014 Code of corporate governance, ʻthe Board of directors carries out strategic management, determines the main principles of risk management and internal control and also controls the executive bodies and carries out other key functionsʼ. The Central Bank of the Russian Federation issued in 2019 the Guide for the members of the board of directors ʻin financial organizations, and emphasizes in this document that in financial organizations the board of directors carries out two main functions — the function of control and strategic managementʼ. This is not casual that the regulator calls first the function of control as the most significant. The control function of the board of directors in financial organization is the subject of the study in the present article.

Nexus of Corporate Governance, Financial Reporting Quality and Investment Efficiency

This paper examines the relationship between corporate governance, financial reporting quality, and investment efficiency using data from 207 non-financial firms listed on the Pakistan Stock Exchange (PSX) for a period of 9 years from 2008 to 2016. Since the Pakistan Corporate Governance Code was revised in 2012, therefore consistent with previous studies, the effect of the promulgation of the new corporate governance code on financial reporting quality is also analyzed. Thus, using the GMM model, the results of the study show that the Corporate Governance Code 2012 improves the quality of financial reporting. Owners of family firms confiscate the wealth of minority shareholders by deteriorating the quality of financial reports. Independent directors of the board and independent directors of the audit committee effectively monitor the financial reporting process. Family ownership, board independence and audit committee independence interact with the code in affecting financial reporting quality and substitute or complement each other. Inefficient investments decrease financial reporting quality. Furthermore, the new governance code has an incremental effect on the relationship between investment inefficiency and financial reporting quality.

Corporate Governance Status of the IT Companies Listed on the Bucharest Stock Exchange

Abstract The paper presents the corporate governance status for the information technology (IT) companies listed on the Bucharest Stock Exchange for 2022, the most recent year for which the companies’ annual reports are available. The paper is part of the authors’ research series which focuses on SMEs from the Romanian IT sector, as one of the most dynamic sectors with growth perspectives nationally. Corporate governance is essential for the business success and sustainability of any company. It provides a framework made of principles, processes and practices for a company to be directed and controlled. In general, it covers aspects of efficiency and accountability for the board of directors, shareholders, management, statutory committees and control systems. For listed companies, these aspects are complemented by regulatory compliance, disclosure and transparency, as well as stakeholders’ engagement. The research is based on a content analysis supplied by Bucharest Stock Exchange, the reports of the IT listed companies and local and international financial institutions. The corporate governance status of the listed companies and the sector overall is determined by using the provisions of the Bucharest Stock Exchange Corporate Governance Codes for the main market and junior SMEs market (called AeRO) and analyzing, through a binary analysis, the annual comply or explain statements of the listed companies. Results show that IT listed companies on the Bucharest Stock Exchange comply with the majority of the provisions of the Corporate Governance Code, even though certain gaps need to be addressed.

The Complementarity and Substitution Effects of CSR‐Focused Governance Mechanisms on CSR Decoupling

ABSTRACTResearch Question/IssueThe study examines whether CSR‐focused governance mechanisms (CSR committees, standalone CSR reports, and CSR contracting) operate as complements or substitutes for each other in mitigating CSR decoupling.Research Findings/InsightsThe study finds that CSR‐focused governance mechanisms diminish CSR decoupling and enhance CSR credibility in UK firms. In addition, the simultaneous presence of CSR committees and standalone CSR reports has a complementary effect in mitigating CSR decoupling. Conversely, the combinations of CSR committees and CSR contracting as well as standalone CSR reports and CSR contracting exhibit a substitute relationship. These impacts remain consistent when categorizing CSR decoupling into underreporting and overreporting. During the financial crisis of 2008–2009, the complementary relationship between CSR committees and CSR reports remained consistent, although the substitution between CSR committees and CSR contracting, and CSR reports and CSR contracting, is only observed after the crisis.Theoretical/Academic ImplicationsThe study innovatively contributes to the agency theory literature by adopting a bundle corporate governance approach while focusing on specific CSR governance mechanisms to address agency issues. It empirically shows that complementary combinations of CSR‐focused governance mechanisms signify a marginal benefit in reducing CSR decoupling, leading to a reduction in agency costs.Practitioner/Policy ImplicationsThe study offers several implications. First, it helps firms create ideal combinations of different CSR‐focused governance mechanisms that provide superior marginal benefits. Second, firms' stakeholders, especially the investors, could identify the usefulness of adopting CSR‐focused governance mechanisms in CSR reporting. Finally, it could also attract regulators' attention toward the weaker aspects of the existing corporate governance code regarding CSR.

The influence of corporate governance on the performance of the United Arab Emirates and other banks in the Middle East and North Africa region: A comparative analysis

This study explores the impact of corporate governance (CG) on the performance of banks in the Middle East and North Africa (MENA) region, with a focus on the United Arab Emirates (UAE). The MENA region, characterized by diverse economic landscapes, is analysed through a comparative study encompassing 141 financial institutions across 12 countries from 2016 to 2020. Key performance indicators, such as Tobin's Q ratio (TBQ), Return on Equity (ROE), and Return on Total Assets (ROTA), are assessed in relation to CG mechanisms. The research employs principles components analysis (PCA) to delve into CG practices, covering board size, independence, diversification, meetings, remuneration, and ownership concentration. External factors such as GDP growth rate, bank size, and market capitalization are also considered. Findings indicate a stable relationship between CG and financial performance, emphasizing effective governance's significance. The UAE has emerged as a CG leader since 2007, boasting a legislative framework that strengthens practices. Disparities in CG standards across the MENA region are noted, with some countries relying on regulatory standards and others implementing comprehensive CG codes. The study highlights CG's positive impact on financial performance, particularly on ROE and ROTA, in the UAE and the broader MENA region. The UAE's robust CG mechanisms, recent regulatory changes, and investor-friendly policies make it attractive for investors. Economic factors, such as GDP growth rate and bank size, are also considered. Acknowledging limitations, such as reliance on historical data, the study suggests future research avenues, including exploring specific CG mechanisms contributing to performance improvement and investigating cultural and institutional factors' impact on governance practices.

Protection of stakeholders’ interests in the Indian corporate landscape: examining the “ifs and buts”

ABSTRACT In the last decade, the Indian corporate landscape has undergone a significant transformation, particularly in terms of establishing rights that benefit stakeholders. These reforms are said to prioritize the interests of stakeholders. New corporate legislations and governance codes are heralded as the harbingers of change. This article argues that despite the legislative reforms, the effectiveness of these changes is limited, and the interests of stakeholders remain largely unprotected. The article also traces the history of the idea of “stakeholderism” in India through legislative changes and judicial interpretations to illustrate the non-linear evolution of the concept guided solely by political-economic factors. The article argues that the laws governing corporations vis-à-vis the rights of stakeholders are nothing more than lip service, ultimately leading to a severe mismatch in the policy vision and implementation. After all, a well-intended law fails to achieve its desired objective if it is inadequately enforced.

Critical Perspectives of Organisational Behaviour towards Stakeholders through the Application of Corporate Governance Principles

Corporate governance is gaining interest not only from investors but companies that want to operate in international markets, prompting a more thorough analysis of the field to prioritise stakeholder interests alongside shareholder value. By adopting a holistic approach that considers stakeholders’ diverse needs and expectations, companies can build resilience, foster trust, and create sustainable value for all stakeholders, ensuring long-term success and societal impact. This paper analyses corporate governance principles applied at the international, European, and national levels, emphasising the importance of the field for the stakeholders. The practical approach of the paper analyses the application and compliance of the corporate governance code of 18 companies in the field of financial intermediation and insurance, which are listed on the Bucharest Stock Exchange, underlining the crucial role of transparency of operations in instilling confidence and reassurance in stakeholders. The conclusions present proposals for measures to improve corporate governance practices at the level of companies.

Indonesia Insurance Corporate Governance: A Literature Review

The aim of this research is to present and evaluate corporate governance framework for insurance companies in Indonesia based on previous researches related to corporate governance and The Indonesia Financial Services Authority Regulation. We evaluate concerning to governance objectives that include protecting shareholder interests, enhancing shareholder value, ensuring accountability, managing risk, promoting ethical behavior, transparency and disclosure, balancing interests, strategic decision-making, compliance with laws and regulations, efficient operations, long-term sustainability, stakeholder engagement, adapting to change, creating a positive reputation, and facilitating investment. We discuss the corporate governance framework for insurance companies in Indonesia based on the Indonesia Financial Services Authority regulation that states governance structure, corporate governance code, self-assessment & governance report, governance process and corporate governance principles to meet governance objectives. Although every year all insurance companies report corporate governance, but some companies have been stopped by the Authority. This raises research problems for the future relating to why insurance companies that have complied with corporate governance provisions have been stopped by the Authority.

Corporate governance and financial fraud occurrence – case study on Romanian companies

PurposeThe aim of this study is to approach the way in which corporate governance influences the occurrence of financial fraud, as expressed by the M-Beneish score. In order to get further into the topic, we have first computed a corporate governance score based on the comply-explain statement and then selected a few elements that are part of the corporate governance reporting: equilibrium of board members (EQUIL), independence of board members (INDEP), selection of the board members (NOM), remuneration policy (REM), audit committee (AUDIT) and the proportion of female directors on boards (GenF). They were tested, one by one, using the financial fraud score to see the way in which they interact.Design/methodology/approachThe study is conducted on a sample of 65 companies listed on the Bucharest Stock Exchange (BSE) for the 2016–2022 period. The data were processed using three-stage general least square [general least squares (GLS), with iteration, igls and option] with a common first-order panel-specific autocorrelation correction, so as to explain how a poor adoption of the corporate governance score and its elements has a negative implication for the M-Beneish score, controlling for the auditor opinion, type of auditing company and if the company is privately owned.FindingsThe results support most of our research hypothesis, revealing that a poor adoption of the corporate governance score and its components – AUDIT, EQUIL, INDEP and GenF – negatively influences the M-Beneish score, i.e. a low corporate governance score will lead to an increase in financial fraud. This is an encouraging aspect, for an improved adoption of the corporate governance principles reduces the occurrence of financial fraud.Research limitations/implicationsThis is a study that concerns the relationship between corporate governance and financial fraud for the case study for Romania.Practical implicationsThe study highlights the importance of adopting the corporate governance code applied to the Romanian business environment. By measuring the presence of financial fraud appearance through the M-Beneish score, we have managed to outline the negative relationship between the two components. Thus, it is an important aspect of which companies should take account, so they will have long-term benefits and ensure the continuity of the business.Social implicationsThe policy implications of this project are for policymakers, so that they will understand how a good corporate governance mechanism will enhance high-performing businesses. Different aspects regarding corporate governance were validated and are in the process of being validated. Managers can extract and try to understand and apply the good characteristics of corporate governance for the well-being of their companies. At a broader level, the macroeconomic environment will increase its own well-being while encouraging market players to enhance qualitative corporate governance reporting. There is no doubt that corporate governance has a positive impact on businesses.Originality/valueThe study highlights the importance of adopting the corporate governance code as applied to the Romanian business environment. By measuring the occurrence of financial fraud using the M-Beneish score, we have managed to outline the negative relationship between the two components. Therefore, this is an important aspect that companies should take into account in order to have long-term benefits and ensure the continuity of their business.

Capital market effects of corporate transparency and sustainability: evidence from an emerging economy

PurposeThe study aims to examine the association between corporate transparency and firm value (capital market effect) and investigate whether auditor choice moderates this relationship.Design/methodology/approachThis study uses the Malaysian Institute of Corporate Governance (2017) data set, which provides scores on anti-corruption commitment, organisational transparency and sustainability of Malaysia’s top 100 listed firms. The methodology entails an ordinary pooled least square regression method for empirical research.FindingsThe positive association between corporate transparency and firm value is more evident in anti-corruption and sustainability initiatives. More importantly, government-linked companies have higher scores. Firms with enhanced anti-corruption commitment are more likely to have higher firm value, and this relationship is more evident for politically connected firms. This study also finds that auditor choice is associated with the firm value in the sampled listed firms.Practical implicationsThe findings provide implications for investors and regulators on the role of corporate transparency in an emerging capital market.Social implicationsThe study recommends that emerging market regulators continue enhancing corporate governance codes and practices to improve reporting transparency for listed firms.Originality/valueThis study contributes to the growing literature on sustainability disclosures by incorporating corporate reporting transparency, explicitly relating to firms’ commitment to anti-corruption, organisational transparency and sustainability.

Impact of Saudi corporate governance code and governance structures on industrial firms' performance in Saudi Arabia

This research focuses on examining how the recent Saudi Corporate Governance Code (SCGC) and internal governance structures within companies affect the performance of industrial firms listed on the Saudi Stock Exchange. The authors studied 62 industrial firms from 2012 to 2020. They analyzed data using two models to test their hypotheses, looking at firm performance through two financial indicators: return on assets (ROA) for the first model and return on equity (ROE) for the second. Both models considered the same factors: SCGC, the size and independence of the board, the size and independence of the audit committee, how often the audit committee meets, and how concentrated the ownership is. The results indicated that applying the SCGC leads to better company performance based on ROA. However, there was no noticeable impact on performance from the board or audit committee size. Likewise, having more audit committee meetings did not improve performance. On the other hand, the independence of the board and audit committee, along with ownership concentration, did have a positive effect on performance. This study adds to the discussion on the economic impacts of the SCGC in the Saudi market, offering valuable insights for companies, investors, and policymakers like the Capital Market Authority (CMA) and the Saudi Organization for Chartered and Professional Accountants (SOCPA). These insights could guide adjustments to the SCGC that better suit the unique aspects of the Saudi market.

Corporate governance and risk management: An evaluation of board responsibilities in western and Islamic banks

This research aims to explore the role of the board in cor-porate governance (CG) and risk management within the context of Islamic banking. Given the global reach of fi-nancial institutions, it is important to compare and evalu-ate the unique position of Shari’ah committees or Shari’ah Supervisory Board (SSB) in addressing the unique risks of Islamic banks. Using a comparative analysis, this study evaluated risk management guidelines in the CG codes of the United Kingdom, Germany, Saudi Arabia, and Malaysia. It found that board were ultimately responsible for risk management, regardless of the governance structure, and Shari’ah-related risks fell under the board’s purview. An innovative blend of Western CG frameworks and Islamic principles enhanced governance robustness through the strategic collaboration between board and SSBs.

Board independence, women directors and firm performance in Malaysian small-cap firms

This study examined how board independence and female directors (i.e., women in leadership) affected the performance of Malaysian small-cap firms. Small-cap firms trading on the Bursa Malaysia ACE (Access, Certainty Efficiency) market were the subject of this study due to the less strict listing standards imposed on them than large-listed firms. The 2012-2014 annual reports of firms listed on the ACE market were downloaded through the Bursa Malaysia website and the required data was hand-collected. The hypotheses were tested using quantile regression (QR). The data reveal that board independence and firm performance are unrelated unless company performance is in the 0.10 quantile. Board independence has a negative impact on business performance at the 0.10 quantile. Similarly, the connection between women directors and business success was negative in the lower quintiles particularly in the 0.10 and 0.30 quantiles. Nevertheless, in other quantiles, board independence and the presence of female directors on firm performance were not associated. The significance of the study lies in the possibility that small firms might find it excessively expensive to comply with the Malaysian Code of Corporate Governance (MCCG). This study examines the hitherto ignored roles of board independence and women directors in small-cap enterprises on firm performance.

The Moderating Effect of Corporate Governance Mechanisms on the Nexus between Sustainability Reporting and the Value of Nigerian-Listed Manufacturing Companies

The study investigates the Moderating Effect of Corporate Governance on the Nexus between Sustainability Reporting (SR) on the Value of listed Manufacturing Companies in Nigeria, precisely the effect of Board Size (BS) and Board Independence (BI) on the nexus subsisting between SR and FV. Secondary data for 36 sampled companies was obtained from the Nigerian Exchange Group (NGX) database for eleven (11) years, 2012–2022, which was analysed using descriptive statistics and a two-step GMM system. Findings therefrom revealed that SR exhibits a positive and significant impact on EVA. At the same time, it was found not to influence Tobin's Q. Further revealed from the analysis was that none of the CG mechanisms introduced had a moderating effect on either of the FV proxies used. The study recommended that management provide clear and concise information on how sustainability initiatives align with the company's financial goals and contribute to value creation over time. These companies should invest in energy efficiency and resource management systems, develop sustainable products and services that meet market demand and align with sustainability goals to reduce their cost of capital. Also, the Financial Reporting Council of Nigeria (FRC) should make a provision requiring companies to appoint a significant number of the board with relevant knowledge in sustainability issues and that there is the need for them to review the Nigerian Code of Corporate Governance, specifically board composition, to include sustainability committees.

When the going gets tough: Board gender diversity in the wake of a major crisis

Gender diversity on corporate boards continues to present a significant challenge, exacerbated by significant external disruptions such as financial crises or the recent COVID-19 pandemic. These exogenous shocks pressure organizations to reconcile diversity imperatives with more immediate concerns arising from the crises at hand. Employing elements from gender role and institutional theories, we argue that major exogenous shocks will negatively affect (i.e., reduce) gender diversity in corporate boards. Moreover, we propose that female CEOs and the strength of institutional mechanisms (i.e., quotas and corporate governance codes) will moderate (i.e., weaken) the negative effect of these shocks on board gender diversity. We examine these hypotheses in the context of the last global financial crisis (GFC), employing a panel of 10,181 unique firms across 21 countries between 2000 and 2015. We apply a two-way fixed effect difference-in-difference research design, complemented by an extensive battery of additional analyses to ensure robustness. Our results confirm a substantial decline in board gender diversity following the GFC. However, we do not find empirical support for female CEOs or institutional mechanisms in mitigating these diversity reductions. Following these findings, we propose several implications for research and policy.

Peeking into Corporate Greenwashing through the Readability of ESG Disclosures

Faced with the widespread issue of greenwashing, there is a pressing need for an effective approach to assess the extent of corporate involvement in such hypocritical practices. This study aims to address this concern by examining the association between corporate ESG disclosures’ readability and greenwashing. We gauge the readability using a modified Fog Index and construct a company’s peer-relative greenwashing score based on data from third-party databases. The empirical analysis reveals a negative relationship between the level of corporate greenwashing and the readability of its ESG disclosures, suggesting that companies whose ESG disclosures are more readable are less likely to engage in greenwashing. This negative relationship is particularly pronounced in companies characterized by higher levels of information asymmetry. However, the relationship is weaker after 2018, when the “Code of Corporate Governance for Listed Companies” was implemented. In conclusion, our research highlights the significance of ESG disclosure readability in effectively conveying and predicting corporate greenwashing practices. This study provides valuable insights for investors seeking to evaluate corporate performance and make well-informed investment decisions.

Has Japan’s corporate governance reform reached a turning point? Some cautionary notes

ABSTRACT Japan has identified corporate governance as an important element in its attempt to reform its economic system. A combination of political will and sustained implementation by civil servants has produced a corporate governance code and associated mechanisms to sustain and refine the changes that have been introduced in order to raise corporate profitability and stimulate the whole national economy. Meanwhile, the direction of reform has shifted from an initially principles-based approach towards an increasingly proscriptive, rules-based one, favouring the interests of investors over those of other stakeholders. Whether this will achieve the desired results is increasingly being questioned within Japan and runs counter to experience from markets where shareholder primacy already prevails. Japan’s own prior experience of trying to transplant laws and institutions from these markets suggests a need for caution.

Gender diversity in corporate boards of companies listed on the Johannesburg Stock Exchange: a quantile regression approach

PurposeThis paper aims to explore the effect of female’s presence in corporate governance structures to reduce agency conflicts, using a quantile regression approach.Design/methodology/approachThe research investigates the relationship between company performance and boardroom gender diversity using quantile regression methods. The study uses annual data of 111 companies listed on the Johannesburg Stock Exchange from 2010 to 2020.FindingsThe study reveals that women on the board impact firm return on assets and enterprise value, varying across performance distribution. This contrasts fixed effect findings but aligns with two-stage least squares. However, quantile regression indicates that female executives and independent non-executive directors have notably negative impacts in high and low-performing companies, highlighting non-uniformity in the board gender diversity effect compared with previous assumptions.Practical implicationsThe empirical findings suggest that companies with no women directors on the board are generally more likely to experience a decrease in performance and enterprise value relative to companies with women directors on the board. As recommended through the King Code of Corporate Governance, it is thus valuable to companies to ensure gender diversity on the board of directors.Originality/valueThe research confirms through rigorous statistical analyses that corporate governance policies, principles and guidelines should include gender diversity as a requirement for a board of directors.

CORPORATE GOVERNANCE AND FINANCIAL PERFORMANCE: A CASE STUDY IN THE PHARMACEUTICAL SECTOR IN MALAYSIA

The introduction of the Malaysian Code of Corporate Governance has been progressively updated since its inception in the year 2000 and the latest update in the year 2021, proves that the government of Malaysia has been serious in regulating to ensure that the companies in Malaysia have been compliant with good corporate governance practices. Observing that it is an evergreen issue and to have more updated research, this study evaluates factors that could influence the effectiveness of corporate governance of five pharmaceutical companies listed in Malaysia and its relationship with the financial performance for the period of 2017 - 2021. The methodologies that have been employed for this study are descriptive statistics, non-parametric correlations, scatter plots and regression linear. The findings reveal that variables of board size, board independence, and disclosure of sustainability reports have correlations with the financial performance measured by the return on assets. However, the disclosure of sustainability reports is the only variable that has a significant correlation with ROA whereas board size and board independence do not possess similar relationships. For a better representation of the results’ precision and robust findings, it is recommended to have a longer study period than five years and a larger sample size by extending it to other sectors.

Corporate Governance and Financial Performance of Listed Firms in Nigeria

The objective of this study was to investigate the impact of corporate governance practices on the financial performance of listed companies in Nigeria. The study encompassed three industries: manufacturing, finance, and oil and gas, spanning the years 2010 to 2020. Employing a content analysis approach, data were collected from corporate websites and the Securities and Exchange Commission website. A total of 33 businesses were selected for the study. The study's analysis revealed that a majority of the corporations disclosed the majority of their corporate governance policies. Notably, the banking industry exhibited the highest level of corporate governance disclosure compared to other sectors. This implies that a company's decision to publish its corporate governance information online in Nigeria might be influenced by the regulatory environment of the sector. However, intriguingly, the research did not establish a correlation between a company's corporate governance score and its financial performance. Nevertheless, there was notable variation in the extent of corporate governance reporting across different sectors. In light of these findings, the report recommends that the Securities and Exchange Commission's code of best practices should be made obligatory for all industries in Nigeria. Furthermore, the establishment of a compliance team is advised to ensure that businesses across all sectors in Nigeria adhere to the regulatory mandates outlined in the code of corporate governance.