Corporate Governance Provisions Research Articles

External Corporate Governance and Misreporting

AbstractThis study investigates how external corporate governance provisions, specifically statutory and corporate charter provisions that limit direct shareholder participation in the governance process, affect the likelihood of an accounting restatement. The analysis indicates that strong external governance (fewer restrictions on shareholder participation) is associated with a relatively low incidence of accounting restatements. The effect of external governance is incremental to that of internal governance, which is considered as provisions that foster effective board oversight of management. Such evidence supports the premise that shareholder participation improves financial reporting quality.

Capital structure and corporate governance of soccer clubs

Purpose– The present study aims to examine the impact of corporate governance quality on the capital structure of European soccer clubs and specifically on the level of debt that soccer clubs decide to issue.Design/methodology/approach– A sample from 67 European soccer clubs over the period of 2005-2009 was analyzed, and panel data techniques were performed to assess the impact of specific corporate governance provisions on the capital structure of football clubs (FCs).Findings– Evidence indicate that efficient corporate governance mechanisms such as the increased board size and independence and the existence of more dispersed ownership (managerial and institutional) result in a reduction in the level of leverage and debt, thus reducing the risk of financial instability.Practical implications– This evidence suggests that corporate governance could be used as a monitoring mechanism for reducing the fictitious level of debt that characterizes the majority of European soccer clubs. This study could prove useful to Union of European Football Associations (UEFA) regulators because it provides an additional insight for the importance of establishing sound governance principles in European soccer so as to enhance the effectiveness of the recent “financial fair play” regulation which was launched in 2010, as well as to improve the financial status of the clubs and sustain their future viability.Originality/value– This is the first study internationally that examines capital structure within FCs, thus extending the existent empirical evidence in the literature and adding to a growing body of research on the issues of corporate governance and financing decisions.

Governance practices and firm performance: Does shareholders’ proximity to management matter?

This article investigates the link between corporate governance practices and firm performance, a topic that received a lot of attention by regulators, interest groups and academics. Research in this field has recently shifted from the analysis of one or more specific governance provisions to the analysis of multiple aspects of corporate governance. In fact, most studies now use corporate governance indexes that capture a wide range of corporate governance provisions (index-based studies). The objective and main contribution of this article is to revisit the governance–performance relationship while taking into account shareholders’ proximity to the locus of management. Shareholders’ proximity is defined based on ownership concentration and whether or not the dominant/controlling shareholder holds top executive positions in the firm. The lowest level of proximity is evidenced in firms with dispersed ownership, the highest level in controlled entities where the controlling shareholder holds the CEO and/or Chair positions. Governance is measured on a global scale using the Report on Business (ROB) index. The study is conducted over a 4-year period (2002–2005) using panel regressions in a two-stage least squares framework on a sample of Canadian publicly traded companies (470 firm-year observations). The results of the study show a positive relationship between the ROB global index (and sub-indexes) and Tobin’s Q whether ownership is dispersed or is concentrated in the hands of a dominant or controlling shareholder. Shareholders’ proximity to management has no impact on the governance–performance relationship. Overall, the results support a one-size-fits-all approach to governance, a policy adhesion that underlined the widespread adoption of Codes of Good Governance and legal/regulatory changes in the years following Enron’s collapse in the United States. Initiatives were in large part supported by a general consensus toward a stock market-centered model of governance. However, with the recent debt crisis in the United States, public perception has changed. The credibility of such a model for governing our institutions is called into question. Our study tempers these concerns by showing that governance controls should not account for ownership differences in the context of publicly traded companies. Instead, good governance practices based on an independent board of directors that promotes transparency and protects shareholders’ rights should be prioritized whether or not ownership is dispersed or concentrated. From a corporate governance standpoint, this study sheds new light on controlled companies. Our results show that improving transparency and control adds value to all publicly traded companies including those with concentrated ownership. Moreover, if holding the CEO and/or Chair positions has the potential to increase the power of a dominant/controlling shareholder, it does not seem to translate into higher agency costs to the firm, nor does the presence of insiders seems to affect the effectiveness of the controls in place. Publicly traded companies may therefore welcome dominant/controlling shareholders in key management positions without compromising on firm performance and value. In any case, putting in place good governance practices seems essential to ensure that managers/shareholders are kept in check and work in the best interests of their company.

Corporate governance, accruals quality and stock returns: evidence from the UK

Purpose – This paper aims to identify the most significant governance provision in enhancing the financial information quality of UK listed firms. In addition, it investigates the influence of this governance provision in explaining stock returns of 20 UK industry portfolios. Design/methodology/approach – To identify the main governance provision in enhancing the accruals quality, the paper runs regressions of accruals quality variable on the total governance variable, on the governance provisions individually, and on the governance provisions taken together with and without integrating control variables. Next, Asset Pricing tests are employed to examine the capacity of the audit provision, as proved the most influential governance provision on accruals quality, to explain stock returns. The quantitative approach used in the paper enables to investigate the relationship between corporate governance, accruals quality, and stock returns. Findings – Results indicate that audit provision is the most important governance mechanism affecting accruals quality. In addition, this mechanism is comparable with the book-to-market factor in explaining the time-series variation in portfolios returns. Furthermore, the introduction of the Audit factor to Fama-French model reduces the significance of the size factor and the book-to-market factor in explaining stock returns. This suggests that size and the book-to-market factors contain information related to the audit provision. Research limitations/implications – The findings of the paper carry implications for investors as they do not need to equally weight all corporate governance provisions in their resource allocation decisions. The significant influence of audit provision on accruals quality needs to be taken into consideration when investment decisions are made. Audit factor is important in predicting future returns. It is also found to be as good as book-to-market factor in explaining portfolios returns. Also, the findings have many implications for regulatory bodies in their efforts to enhance financial information quality. Establishing roles for best governance in reducing information risk should focus, among other things, on the significant elements of corporate governance in improving accruals quality. The main limitation of the study is the restricted variation in the Audit governance factor which comes from the source of corporate governance data, i.e. CGQ. Firms in the sample do not exhibit diversified levels of Audit scores. Accordingly, when constructing audit risk factor it was found that firms could only be split into two portfolios according to their Audit scores instead of five. Originality/value – This study identifies audit provision as the most significant governance mechanism in enhancing the financial information quality of UK listed firms. In addition, a factor representing audit provision is constructed to investigate the influence of this provision on stock returns. To the authors' knowledge, this is the first study that examines the capacity of the audit provision to explain stock returns in an asset pricing framework.

Do company directors underestimate the adoption of corporate governance provisions

This paper examines whether company directors underestimate the adoption of corporate governance provisions within Ghanaian listed firms. Using a survey approach, the respondents, who were company executives and non-executive directors with knowledge of the Ghanaian Code and its provisions, regard the code as a benchmark for good corporate governance practices within Ghanaian listed firms. They also report some improvement in the standard of corporate governance in their companies since the introduction of the Code. Many of the company directors indicated their preparedness to comply with further corporate governance requirements, such as the adoption of a formal nomination committee something not been currently included in the Ghanaian Code. However, the directors noted that they receive inadequate support from the regulatory and institutional bodies for the implementation of the Ghanaian Code provisions. Many of the directors also supported the review of the Ghanaian Code by an independent committee. With regard to the adoption of the Ghanaian Code and its influence on firm performance, the respondents indicated that the adoption of the specific governance provisions in the area of chief executive officer (CEO)/chairman roles separation, having a balance of executive and non-executive directors on the board, the establishment of audit and remuneration committees, and the full adoption of the Ghanaian Code provisions were all influential in determining firm performance. They, however, did not support the adoption of the board size provision as influential to firm performance. This raises questions about the usefulness of the range of board size as recommended by the Ghanaian Code.

An Integrated Corporate Governance Framework and Financial Performance in South African‐Listed Corporations

AbstractThis paper investigates the relationship between an integrated corporate governance (CG) index and financial performance using a sample of 169 South African (SA)‐listed corporations between 2002 and 2007. We find a statistically significant and positive association between a broad set of good CG practices and financial performance. In a series of sensitivity analyses, we find that our results are robust to endogeneity, different financial performance proxies, alternative CG weighting scheme and firm‐level fixed effects. We further distinctively examine the link between complying with SA context‐specific stakeholder CG provisions and financial performance. In line with political cost and resource dependence theories, our results reveal a statistically significant and positive nexus between compliance with stakeholder CG provisions and financial performance.

Corporate Governance, Affirmative Action and Firm Value in Post‐apartheid South Africa: A Simultaneous Equation Approach

AbstractThe post‐apartheid South African corporate governance (CG) model is a unique hybridization of the traditional Anglo‐American and Continental European‐Asian CG models, distinctively requiring firms to explicitly comply with a number of affirmative action and stakeholder CG provisions, such as black economic empowerment, employment equity, environment, HIV/Aids, and health and safety. This paper examines the association between a composite CG index and firm value in this distinct corporate setting within a simultaneous equation framework. Using a sample of post‐apartheid South African listed corporations, and controlling for potential interdependencies among block ownership, board size, leverage, institutional ownership, firm value and a broad CG index, we find a significant positive association between a composite CG index and firm value. Further, our two‐stage least squares results show that there is also a reverse association between our broad CG index and firm value, emphasizing the need for future research to adequately control for potential interrelationships between possible alternative CG mechanisms and firm value. Distinct from prior studies, we find that compliance with affirmative action CG provisions impacts positively on firm value. Our results are consistent with agency, legitimacy, political cost, and resource dependent theoretical predictions. Our findings are robust across a number of econometric models that adequately control for different types of endogeneity problems, and alternative accounting, and market‐based firm valuation proxies.

Corporate governance under asymmetric information: Theory and evidence

This paper discusses and explores three situations under asymmetric information. First, companies with a higher level of corporate governance provisions compensate the owner–manager with a higher managerial reward for information disclosed. Second, there are significant and positive relationships between information disclosed and corporate governance provisions, as well as between company value and corporate governance provisions. The higher proportion of a firm held by the largest owner(s) has negative impacts on information disclosed and shareholder rights as outside investors underestimate the companies' performance caused by insufficient effort of the owner–manager or by other factors. Third, audits improve moral hazard when outside investors are informed of bad company performance by underestimating the stock price.

Corporate Governance and Value: Evidence from “Close Calls” On Shareholder Governance Proposals

The authors summarize the findings of their recent study of the effects of specific corporate governance provisions on firm value. Using a sample of governance provisions that were subjected to shareholder votes during the period 1997–2011, this study analyzes cases in which shareholder‐sponsored corporate governance proposals were either rejected or passed by a small margin (no more than 5% of the vote). By so doing, this study helps correct two limitations of the existing governance literature: (1) that the effects of expected governance changes are already incorporated in share prices (the “expectations” problem); and (2) that governance policies are often a consequence rather than a cause of other variables such as corporate performance and are thus correlated with many other firm characteristics (the “endogeneity” problem).The authors' findings show that expected improvements in corporate governance through the adoption of particular corporate governance provisions—particularly the removal of anti‐takeover provisions—is associated with both positive abnormal stock returns and improvements in long‐term firm operating performance. The authors estimate that the adoption of such governance proposals increases shareholder value by 2.6%, on average. Moreover, these returns are consistent with, and thus accurate predictors of, future changes in corporate investment (reductions of capital spending, in most cases) and improvements in operating performance.

Rethinking the primacy of board efficacy for governance: evidence from India

PurposeIf proficient boards result in better governance, as the literature on the subject generally suggests, engaging independent directors and having in place an effective audit committee would certainly facilitate productive corporate functioning and enhanced accountability. Motivated by such a viewpoint, the purpose of this paper is to unravel the reporting quality and performance of the Indian central public sector enterprises (CPSEs) and its private counterparts.Design/methodology/approachThe well premeditated propositions of the study resulted in a final sample comprising 47 CPSEs and 30 peer companies. The auditors' report on financial statements was scanned to determine the quality of company's accounting and financial reporting systems. The BSE‐500 Index companies were ranked on select financial parameters to gauge relative performance of the sample companies.FindingsAn analysis of the CPSEs shows that non‐compliance with the corporate governance provisions with regards to the required number of independent directors on the board did not have any concomitant effect on their performance. Further, an examination of auditors' report revealed that the CPSEs provide a better insight into books of accounts, unlike the private sector.Originality/valueThe study is timely and relevant, given the expanded role of the state and renewed interest in boards. A case for collaborative engagement between the government and the corporate sector is proposed to address legal as well as regulatory lacunae for building trust and fostering good corporate governance. To ensure better compliance and enforcement of financial regulations it envisions an integrated accounting/auditing and taxation administration platform.

Dividend payout and corporate governance in emerging markets: which governance provisions matter?

In this paper I examine the relationship between individual corporate governance provisions and corporate dividend payout. Using a sample of 220 firms from 21 emerging market countries, I show that dividend payout is an outcome of strong corporate governance. On closer inspection, I find that dividend payouts tend to be greater in firms which score highly in measures of board independence and accountability. I find some evidence which suggests that dividends substitute for a lack of transparency in emerging market firms.

Voluntary corporate governance disclosures by post‐Apartheid South African corporations

PurposeThe purpose of this paper is to investigate as to whether post‐Apartheid South African (SA) listed corporations voluntarily comply with and disclose recommended good corporate governance (CG) practices and, if so, the major factors that influence such voluntary CG disclosure behaviour.Design/methodology/approachThe paper constructs a broad voluntary CG disclosure index containing 50 CG provisions from the 2002 King Report using a sample of 169 SA listed corporations from 2002 to 2006. The authors also conduct regression analysis to identify the main drivers of voluntary CG disclosure.FindingsThe results suggest that while compliance with, and disclosure of, good CG practices varies substantially among the sampled companies, CG standards have generally improved over the five‐year period examined. The authors also find that block ownership is negatively associated with voluntary CG disclosure, while board size, audit firm size, cross‐listing, the presence of a CG committee, government ownership and institutional ownership are positively related to voluntary CG disclosure.Practical implicationsThese findings have important implications for policy‐makers and regulators. Evidence of improving CG standards implies that efforts by various stakeholders at improving CG standards in SA companies have had some positive impact on CG practices of SA firms. However, the substantial variation in the levels of compliance implies that enforcement may need to be strengthened further.Originality/valueThere is a dearth of evidence on the level of compliance with the King Report. This study fills this gap by providing evidence for the first time on the level of compliance achieved, as well as contributing generally to the literature on compliance with codes of good governance and voluntary disclosure.

Analyst Following, Staggered Boards, and Managerial Entrenchment

We use agency theory to explore how analyst coverage is influenced by the managerial entrenchment associated with the staggered (or classified) board. The empirical evidence suggests that firms with staggered boards attract significantly larger analyst following. We also document that firms with staggered boards experience less information asymmetry. Staggered boards insulate managers from the discipline of the takeover market. Entrenched managers are well-protected by the staggered board and have fewer incentives to conceal information, resulting in less information asymmetry. The more transparent information environment facilitates the analyst’s job. As a consequence, more analysts are attracted to firms with staggered boards. Our results also show that the impact of staggered boards on analyst coverage exceeds, by five to seven times, the average effect of other corporate governance provisions. We also document the beneficial role of analyst coverage in improving firm value. Our results are consistent with the notion that analysts, as information intermediaries, provide oversight over management and thus help alleviate agency conflicts. The positive effect of analyst coverage, however, is severely reduced when the firm has a staggered board in place.

Monolithic Versus Differential Impacts of Sox Regulation on the Market Valuation of Banks’ Loan Loss Provision

This study examines the incremental impact of the Sarbanes-Oxley Act (SOX) on the market valuation of the discretionary component of banks’ provision for loan losses. SOX provides an interesting context for testing the efficacy of corporate governance provisions developed in the professional and government fields. We find that prior to SOX, the market assigned a higher valuation of discretionary loan loss provisions when the board was independent. In contrast, post-SOX, we document a significant negative incremental effect on market valuation for a board with more independent directors. These findings are consistent with economic regulation theory. A fully independent compensation committee also has a significant positive incremental impact on the valuation of discretionary loan loss provision post-SOX. We contribute to prior literature on corporate governance by unpacking specific effects of different proposed governance provisions, thereby revealing that the developed notions of corporate governance have not led to a monolithic governance-enhancing structure but rather to disparate parts, some of which may be detrimental.

Corporate Governance Provisions: Do Repeal Matter?

Corporate Governance Provisions: Do Repeal Matter?

Corporate Governance and Accruals Earnings Management

This study examines the association between corporate governance and accruals earnings management using a corporate governance index consisting of 55 individual corporate governance measures. Prior literature has focused primarily on certain individual corporate governance measures, overlooking the multidimensional character of corporate governance. Based on a sample of firms listed on the Athens, Milan and Madrid Stock Exchanges, we find an inverse relationship between corporate governance and earnings management. Corporate governance provisions seem to constrain the tendency of management to manage earnings leading to higher credibility for financial statements. Additional tests suggest that the negative relationship holds for large and middle capitalization firms but not for the small capitalization sample. In addition, corporate governance provisions limit upwards but not downwards earnings management. This study emphasizes the multilevel character of corporate governance and suggests the usage of comprehensive measures of corporate governance in the academic research. This study also stresses the importance of introducing corporate governance mechanisms in order to ensure the integrity of the financial reporting process. Practitioners are expected to evaluate the corporate governance provisions that each firm has put in place, whereas policy makers are expected to mandate the application of a wide range of corporate governance mechanisms. Copyright © 2011 John Wiley & Sons, Ltd.

CEO Turnover, Equity-Based Compensation And Firms Investment Decisions

This paper examines the impact of the newly appointed CEOs on firms future investment decisions and whether the relation is affected by the equity-based compensation, corporate governance provisions and other CEO characteristics. Using CEO turnover data from 1992-2004, the results show that new CEOs with high options-based compensation, following forced turnover and with shorter organization tenure, are associated with high R&D and advertisement investments. These results are consistent with the managerial incentive effect and the dismissal effect.

Corporate Governance, Affirmative Action and Firm Value: Evidence from Post-Apartheid South African Firms

Research Question/Issue: The post-Apartheid South African (SA) corporate governance (CG) model is a unique hybridisation of the traditional Anglo-American and Continental European-Asian CG models, distinctively requiring firms to explicitly comply with a number of affirmative action and stakeholder CG provisions, such as black empowerment and HIV/Aids. This paper examines the association between a broad CG index and firm value in this distinct corporate setting. Research Findings/Insights: Using a sample of 169 post-Apartheid SA firms from 2002 to 2007, we find a significant positive association between a broad CG index and firm value, as proxied by Tobin’s Q. Distinct from prior studies, but consistent with political cost, legitimacy and resource dependence theories, we find that compliance with affirmative action CG provisions impacts positively on firm value. The results are robust across a number of econometric models that control for different types of endogeneity, accounting and market-based firm valuation measures. Theoretical/Academic Implications: The paper contributes to the literature on the association between compliance with codes of good governance and firm value by specifically modelling the relationship within a unique institutional, legal and CG environment. Distinctively, we contribute to the literature by showing how affirmative action and stakeholder CG provisions impact on firm value. Practical/Policy Implications: The results have important policy implications for companies and regulators. They suggest that investors reward firms with better CG practices with higher market valuation, providing support to the efforts by various stakeholders at improving CG standards in SA companies. The results also suggest that SA companies who pay serious attention to complying with affirmative action and stakeholder CG provisions may reap benefits in the form of higher firm value.

Corporate Governance and Firm Value: Evidence from South African (SA) Listed Firms

This paper investigates the relationship between a broad corporate governance (CG) index and firm value (Tobin’s Q) using a sample of 169 South African (SA) listed firms between 2002 and 2006. Consistent with the results of prior studies, we find a statistically significant and positive association between good CG practices and firm value. In a series of sensitivity analyses, we find that our results are robust to endogeneity and/or the existence of alternative CG mechanisms, different firm value proxies, alternative CG weighting scheme and firm-level fixed effects. Distinct from past studies, we further examine the link between complying with SA context specific stakeholder CG provisions and firm value. In line with political cost and resource dependence theories, our results reveal a statistically significant and positive nexus between compliance with stakeholder CG provisions and firm value.

The Second Corporate Governance Wave in the Middle East and North Africa

Ten years ago, corporate governance was a nascent concept in the Middle East and North Africa (MENA). This article charts the evolution of corporate governance across the MENA region over the past decade – as a concept and in practice – and proposes potential avenues for future work in this area. Initial interest in corporate governance in the region was propelled by the drive to attract foreign investment and the increasing development of local capital markets. A second wave now appears to be forming and its results will depend largely on the capacity of national regulators to enforce existing corporate governance provisions. JEL Classification: G03, G34 Keywords: corporate governance, Middle East and North Africa (MENA), corporate governance code, security regulators, hawkamah