High Levels Of Ownership Concentration Research Articles

Tax Haven Use and Related‐Party Transactions: Evidence from Australia

AbstractRelated‐party transactions (RPTs) and transfer pricing techniques are typically used by multinational enterprises to reduce their tax obligations by shifting the income to zero or to low‐tax countries. These techniques have thrived and have emerged as a significant concern for tax authorities. This study investigates the effect of tax haven utilisation on related‐party sales pricing in a sample of Australian listed firms. We find that tax haven use is positively and significantly associated with related‐party sales pricing. Moreover, we identify a positive and significant interaction between tax havens and earnings management with related‐party sales pricing. Ownership concentration and its interaction effect with tax havens are significant predictors of the increased use of related‐party sales pricing. Overall, the empirical findings demonstrate that earnings management, a high level of ownership concentration and the use of tax havens are substantial factors that enable firms to obtain tax benefits via the use of RPTs.

High ownership concentration and income shifting in multinational groups

PurposePrior literature shows that income shifting is widely performed by multinational groups, but no research as yet has studied alignment between controlling and minority interests on tax avoidance in multinational groups with high ownership concentration. This study aims to analyze the effect of high ownership concentration on cross-jurisdictional tax-motivated income shifting.Design/methodology/approachTo test the hypotheses, this study focuses on European multinational groups. Data are collected on European parent firms and each subsidiary. The model considers the natural logarithm of profit before tax and tax incentive.FindingsFindings show that subsidiaries shift income for tax avoidance purposes. The alignment of shareholders’ interests and ownership concentration leads to higher levels of tax avoidance through subsidiaries’ infra-group transactions. High ownership concentration decreases the influence of minority interests and allows parent company shareholders to choose a tax avoidance strategy more freely.Practical implicationsThe results suggest that taxation levels need to be harmonized to reduce the incentive for tax avoidance and the incentive of governments to reduce their statutory tax rate, to shift profits inwards and reduce outward flow. Without international coordination, this approach may lead to the unevenness of legislative frameworks around the world, and bring significant disadvantages for some countries, influencing economic growth and business development.Originality/valueThis study extends prior findings showing that tax-motivated income shifting as a method of tax avoidance in European multinational groups is stronger in groups with high levels of ownership concentration. This means that managers have the incentive to shift income between subsidiaries for tax and ownership benefits in favor of the parent company’s shareholders and against minority interests.

The Influence of Ownership Concentration on Firm Financial Decisions and Value: Evidence from Nairobi Securities Exchange

This study paper examines the influence of ownership concentration and firm financial decisions on firm value for firms listed on the Nairobi securities exchange. This study is supported by theoretical literature under the signaling hypothesis, institutional monitoring hypothesis, and agency theory. The study used longitudinal data for listed firms during the ten years (2008- 2017) and regression analysis was used to study the nature and extent of the relationship. The target population was sixty-eight firms that traded equity securities during the period. Empirical results reveal that ownership concentration has no significant positive effect on firm value, but dividend payment significantly influences firm value, and the capital structure only compliments other corporate governance processes in a firm. Firms listed on the Nairobi Securities Exchange have a high level of ownership concentration and this suggests, contrary to the shareholder monitoring hypothesis, large shareholders could be entrenched and, unless other complementary corporate mechanisms are present, large shareholders may not act in the best interest of minority shareholders.The youthful spirit of students to become entrepreneurs is apparent to the naked eye. However, the general objective of this research was to analyze the entrepreneurial attitude of male students from the Tecnológico Nacional de México campus, Tepeaca. One hundred and seventy-two male students were surveyed. The questionnaire was designed and validated by experts in the area. The validation was carried out by a new method; This consists of applying a Pearson factorial analysis for linear correlations and chi-square for nonlinear associations. Five postulates are applied to debug and validate each item. The items are taken as factors or independent variables to contrast the working hypotheses. The sampling was random. The results matrix obtained after applying Pearson's correlation yielded three correlations above 0.7. With these correlations, six linear hypotheses were validated. Only eight chi-squarevalidated nonlinear hypotheses were selected due to the limited space of a scientific article. In general, 400 working hypotheses were designed in the order of 20 items taken in two to two. It is concluded that the surveyed students have extensive knowledge of entrepreneurship. They are prepared for innovation, creation, and success in the companies they own and the companies where they provide their services.

Ownership concentration, ownership identity and seasoned equity offerings probabilities: Evidence from Germany

AbstractThis study analyzes the effect of ownership concentration and ownership identity on the probability of seasoned equity offerings (SEOs) in the German stock market. In Germany, equity issues require shareholder approval by a supermajority vote of 75% at shareholder meetings. This study contributes to the literature by testing the non‐monotonic effect of ownership concentration on the SEO probability. While low levels of ownership concentration can be expected to increase SEO probabilities, for example, through signaling effects, high levels of ownership concentration beyond the 25% blocking minority imply a negative effect, likely driven by the largest shareholder's willingness to maintain control. After constructing a control group using propensity score matching, we find that SEO likelihood is positively affected by the ownership concentration of the largest shareholder, as long as the 25% blocking threshold is not reached, regardless of the largest shareholder's identity. However, once this threshold is exceeded, the SEO likelihood decreases significantly as the equity stake of the largest shareholder increases. Nonetheless, when we control for the identity of the owners with equity stakes above the 25% threshold, the negative effects are predominantly not statistically significant at common levels.

Corporate governance: Does it matter for corporate social responsibility disclosure via website and social media by top listed UK companies?

This paper reports on the nature, extent, and determinants of online corporate social responsibility (CSR) disclosure practices among the top 350 companies listed in the London Stock Exchange (FTSE 350). This has been done through two-fold. First, the paper investigates the relationship between firm characteristics, board structure, and ownership structure with CSR information dissemination via social media. The results indicate that the company that has a high number of females on board has a significant effect on CSR and the product and service as a component of CSR. Moreover, the results reveal that the company with a high level of ownership concentration has an effect on community involvement, product and service, and environment. In addition, a company that has a high level of institutional ownership has an effect on the product and service. Finally, the company that has a high percentage of director ownership has an effect on the product and service. Second, the paper studies the effect of board structure and other control variables on the online CSR for the top listed UK firms. The dependent variables consist of a comprehensive index of disclosure and another four sub-indices which namely employees, community involvement, products & services, and environment. The results show that online CSR disclosure through the firms’ websites has been affected by board size, board diversity, audit type, profitability, leverage, firm age, and the sector in which the firm operates

Corporate Ownership Structure as a Determinant of “Risk Taking”: Insights from Italian Listed Companies

Ever since major accounting scandals and corporate collapses of the early 2000’s, the improved risk taking and the lax approach to risk management procedures, which are viewed as contributing factors to the market breakdown that occurred in the international market and, in particular, in the U.S. in 2007, have led to an increased awareness of the importance of managing risk on the part of listed companies. Risk management has gained importance in the definition of what it means to be the best and most efficient corporate governance structure and mechanism, as it can play a fundamental role in helping to achieve the company’s target. Also disclosure related to risk management is fundamental for the efficient functioning of capital markets since it helps to improve corporate transparency and to reduce the information asymmetry between insiders and outsiders.
 
 This paper aims to investigate the relationship between ownership structure and corporate risk-taking behavior and disclosure, as a tool for protecting shareholders, among Italian listed companies. The analysis is devoted to the Italian stock market because it is strongly characterized by a high ownership concentration and by the presence of a family ownership model; and this scenario makes the Italian one an interesting case to study. Based on a sample of 233 Italian listed companies, through a multivariate regression, we find that a high level of ownership concentration is positively related to a firms' low level of risk taking by the board of directors, so giving interesting insights to regulators and practitioners, as well as for further research.

Family firms, banks and firm value: Evidence from Malaysia

PurposeThis paper examines the relationship between the number of domestic banks that the firm engages with and firm value and how this relationship is moderated by ownership concentration at low and very high level on a sample of Malaysian family and non-family firms.Design/methodology/approachFor hypotheses testing, panel data analysis using the fixed effects model (FEM) is used because the FEM can address any endogeneity problems effectively (Chi, 2005). The panel data regression is conducted on both family firms and non-family firms.FindingsWe find that there is a significant negative relationship between the number of domestic banks engaged by family firms, operating in industries where these firms do not have absolute monopoly, and firm value. However, there is no evidence that this significant negative firm value effect is stronger in family firms compared to non-family firms. Furthermore, the significant positive moderating effect of ownership concentration on this relationship within family firms in such industries is evident only at low level of ownership concentration. Interestingly, at very high level of ownership concentration, this significant positive moderating effect becomes negative. There is no evidence that these significant moderating effects are stronger in family firms compared to non-family firms.Research limitations/implicationsThis research has focused only on family and non-family firms.Practical implicationsAn implication of this research is that there is a need for the capital market regulators to introduce appropriate policies to deter family firms from having a close relationship with domestic banks as well as monitor the number of domestic banks engaged by such firms. There may be policy implications for consideration by the Central Bank of Malaysia as well.Originality/valueThis research provides some insights to both academia and industry regarding the consequences of domestic banking relationship and different levels of concentrated ownership in family firms in an emerging market. These insights can help improve the corporate governance as well as ownership structure of Malaysian public-listed family firms which dominate the capital market. Our findings refute the argument by Peng and Jiang (2010) by demonstrating that corporate reputational effects may be a substitute for institutional deficiencies.

The trajectories of companies’ financial architecture in the real economy

The formation of an effective company’s financial architecture, which includes such basic elements as the capital structure, ownership structure, and the state of corporate governance, has a significant impact on maintaining a certain market position and ensuring stable profitability of activity. This research aims at determining the state of financial architecture, changing its trajectory, and its impact on company’s market position. Twenty-two (22) Ukrainian companies were selected for the study from the list of top 200 in terms of the largest volume of sales revenue received, and those that provided full financial statements for the period from 2007 till 2017. To determine the state of company’s financial architecture and the relevant market position, the authors used a cluster analysis using the method of the most remote neighbors. Algorithms of Kohonen’s self-organizing maps were applied. Harrington’s desirability function was used to determine the integral index. The selected sample demonstrated a high level of ownership concentration in almost all companies and showed that only a few individuals controlled a significant amount of assets, thereby confirming the oligarchic structure of the Ukrainian economy. As a result, seven cluster groups were obtained, reflecting the companies in terms of the quality of their financial architecture. Only five companies in the total sample were found to have high-quality financial architecture, i.e., capital structure and ownership structure are consistent and optimal and ensure that the company maintains a leading market position.

Family Firms, Banks And Firm Value: Evidence From Malaysia

This paper examines the relationship between the number of domestic banks that the firm engages with and firm value and how this relationship is moderated by ownership concentration at low and very high level on a sample of Malaysian family and non-family firms. We find that there is a significant negative relationship between the number of domestic banks engaged by family firms, operating in industries where these firms do not have absolute monopoly, and firm value. However, there is no evidence that this significant negative firm value effect is stronger in family firms compared to non-family firms. Furthermore, the significant positive moderating effect of ownership concentration on this relationship within family firms in such industries is evident only at low level of ownership concentration. Interestingly, at very high level of ownership concentration, this significant positive moderating effect becomes negative. There is no evidence that these significant moderating effects are stronger in family firms compared to non-family firms. An implication of this research is that there is a need for the capital market regulators to introduce appropriate policies to deter family firms from having a close relationship with domestic banks as well as monitor the number of domestic banks engaged by such firms. There may be policy implications for consideration by the Central Bank of Malaysia as well.

Mutual funds, tunneling and firm performance: evidence from China

In contrast to US companies, Chinese firms have concentrated ownership with the effect that the central agency problem emanates from controlling shareholders expropriating minority shareholders, a phenomenon referred to as ‘tunneling’. This study examines the monitoring effect of mutual funds on the tunneling behavior of controlling shareholders. Due to the distinctive institutional settings in China, including a high level of ownership concentration, underdeveloped legal system in the stock markets and weak governance mechanisms in the mutual fund industry, we find that an increase in mutual fund ownership effectively mitigates the tunneling behavior of controlling shareholders thus improving firm performance. Nonetheless, after the mutual fund ownership reaches a certain threshold, an increase in concentrated mutual fund ownership is associated with heavier tunneling and lower firm performance. This may suggest that concentrated mutual funds collude with controlling shareholders in order to preserve their private interests. Moreover, the above effects are found to be more pronounced for firms with heavier tunneling activities. Our finding of the non-monotonic monitoring role of mutual funds brings attention to the private interest theory for mutual funds, an aspect that has been largely ignored in previous studies on mutual funds.

Effects of ownership structure on the relationship between multinationality and downside risk

PurposeThe purpose of this paper is to explore how multinationality affects multinational companies’ (MNCs) downside risk and the moderate effects of ownership structure in the setting of emerging markets based on Chinese publicly traded manufacturing MNCs.Design/methodology/approachThe author derives hypotheses based on real options theory and agency theory, and tests hypotheses by using Tobit model and a unique data set of Chinese A-shared publicly traded manufacturing MNCs in the period of 2010–2016.FindingsThe empirical results suggest that multinationality is positively related to downside risk and this effect is subjected to ownership structure for firms in emerging markets. In particular, multinationality of MNCs with a high level of ownership concentration, managerial ownership and institutional ownership is more likely to reduce downside risk.Practical implicationsThe main conclusion of this paper highlights the importance of ownership structure of MNCs in explaining the real options value of multinationality, and conveys to owners of MNCs in China and other emerging markets the need to strengthen firms’ governance if they want to maximize the benefits of multinational operations.Originality/valueThis study extends existing studies by taking ownership structure into consideration and highlighting the importance of agency problem in the examination of multinationality and downside risk, which provides a potential explanation for previous mixed evidence. This study also provides new evidence for the relationship between multinationality and downside risk by using a unique sample from China, an emerging market country.

Оцінка концентрації власності в корпоративному секторі України.

The article deals with the structure of share capital based on the reporting of all banking institutions and a hundred companies in different sectors of the Ukrainian economy real sector. The advantages of joint-stock ownership compared to other forms are distinguished. The average size of one and two shareholders' shares is calculated. The dynamics of the ownership concentration of joint-stock companies over the past five years is analyzed and the tendency towards a high level of ownership concentration in the Ukrainian corporate sector is noted. It is noted that the corporate sector is one of the system components of the country's economy. The estimation of the ownership concentration level in the corporate sector of Ukraine in comparison with other countries is given. It is determined that the level of ownership concentration in banks is higher than in enterprises. It is concluded that in the absence of external constraints when making management decisions, a concentrated ownership structure in the corporate sector of Ukraine creates a high risk of agency conflict between minority and majority entities.

The myth of the “good governance code”: an analysis of the relationship between ownership structure and the comply-or-explain disclosure

PurposeThe purpose of this paper is twofold: first, to assess the degree of disclosure about compliance with corporate governance code and the explanations provided by Italian firms and second, to analyze the relationships between this disclosure and different variables of ownership structure.Design/methodology/approachThe sample was composed of 75 non-financial companies listed in Italy in 2016. Content analysis of the corporate governance statement and ordinary least squares (OLS) multiple regression models were used to test the hypotheses.FindingsCompanies tended to comply with the corporate governance code and to disclose this information, but when they decided to not comply, they did not provide adequate explanations. Findings revealed a negative relation between ownership concentration and the disclosure analyzed. Results also highlight that a more equal distribution of shares among larger shareholders is beneficial for disclosure. Moreover, the presence of a dominant financial shareholder at a high level of ownership concentration creates inefficiency of the degree of adherence to the comply-or-explain principle.Originality/valueThis study examines in depth the underexplored issue of “explanation” and exceeds the issue of ownership concentration, which has already been examined extensively, raising the issues of counterweight power and shareholders’ identities, which remain underexplored. In this way, results presented contribute to explaining some causes of the diverse findings that research has found about the relationship between ownership concentration and voluntary disclosure, demonstrating the importance of counterweight power and largest shareholder’s identity. Consequently, when self-regulating initiatives are designed and implemented, legislators, regulators and managers should not ignore the characteristics of the firms’ ownership structure.

Corporate governance and firm networks: An empirical research based on Italy

We examine problems of strategic change and innovation in Italian firms which develop cooperative relationships with other firms. The inter-firm network phenomenon has taken on such importance in Italy that, in 2009, the State issued a law (Decreto Legge 5/2009) specifically to regulate the concluding of cooperative contracts for the formation of inter-firm networks. This law offers firms that wish to keep their groups of owners separate the possibility to establish a multiplicity of inter-firm relationships through the signing of just one single contract, named “Contratto di rete”, which, in this paper, we will refer to as a “network contract”. For historical reasons, all firms in Italy, even those quoted on the stock market (Milan Stock Exchange), exhibit a high level of ownership concentration. The largest class of blockholders is that of families who are active in the family firm. As regards the size of firms that maintain cooperative relationships, data on network contracts show that 95% of the firms stipulating these contracts are small- or medium-sized enterprises (SMEs), so categorised because they have fewer than 50 employees. Through strategic alliances and collaborative relationships, Italian family firms have been able to develop business ideas that, as a consequence of the companies’ small dimensions, would have been impossible otherwise. On the basis of this premise, we considered it convenient to analyse small- or medium-sized family firms that developed relationships of cooperation regulated by network contracts in the period between 1/1/2013 and 31/12/2016. With reference to this category of firm, we analysed data on strategic change and innovation for a sample of 391 firms that accepted to be interviewed by us. Some of these firms had opened their top management teams (TMT) and/or their Boards of Directors to the participation of individuals from outside the dominant family, while others had not. The results of this research show that the firm that extends participation in the board or the Top Management Team by involving individuals from outside the dominant family, so as to gain better access to critical resources controlled by partners, creates a more favourable context for strategic change and innovation.

Ownership concentration, earnings management and stock market liquidity: evidence from Malaysia

PurposeThis paper aims to examine whether ownership concentration and earnings management affect the stock market liquidity of Malaysian firms.Design/methodology/approachThis study uses a sample of 2,020 yearly firm observations in Bursa Malaysia over the period 2009-2012. The ordinary least square regression is used to examine the relationships. The study undertakes a sensitivity test by regressing the main study variables by using different measurements. Another robustness test is then used, where a regression based on the change in variables and a one-year lag of the independent variables are used. Furthermore, to alleviate the concern of possible endogeneity, the simultaneity and reverse causality are checked using the lag of the dependent variable, fixed effect regression, two-stage least squares using the instrumental variables and the generalized method of moments using instrumental variables analysis.FindingsThe study finds that firms with a high level of ownership concentration have discrepancies in information between informed and uninformed traders, which impair the stock market liquidity. In addition, this study finds that firms with high earnings management experience greater liquidity. A possible explanation for this is that firms might manage earnings to convey private information to enhance the information content of the earnings. Overall, the evidence suggests that manipulating earnings signals information informatively, particularly in a country with a higher level of ownership concentration and a higher likelihood of expropriating minority shareholders.Originality/valueThis study enriches the limited empirical research devoted to the impact of earnings management and ownership concentration on stock market liquidity especially in the context of emerging economies. The findings of this study are robust to alternative liquidity measurements, to alternative estimation methods, and to endogeneity bias.

Debt and ownership structure: evidence from Italy

Purpose The purpose of this study is to investigate the relationship between the debt and ownership structure of a sample of Italian-listed companies to measure the role assumed in the control and monitoring of agency costs. Design/methodology/approach This study examines a balanced panel data, using both a random effects model and a generalized method of moments model to better capture any problems related to the endogeneity of the variables in the model. Findings The results provide evidence of a positive relationship between debt and ownership concentration on the one hand and a negative relationship between debt and institutional investors on the other hand. The debt seems to assume both functions, i.e. the disciplinary role of substitute at low levels of ownership concentration and a complementary role at high levels of ownership concentration. Practical implications This study provides three practical implications. The first is that the complementarity between debt and ownership concentration provides evidence of the entrenchment effect and tends to weaken the company financially. Second, the results also provide useful prompts to policy-makers who should encourage the presence of institutional investors. Third, the policy-makers should also encourage the expansion of the stock market to enhance the protection of shareholders, reduce private control benefits and provide Italy the same opportunities as other common and civil law countries to collect risk capital, avoiding the abuse of debt. Originality/value The empirical results suggest that ownership concentration increases the degree of corporate debt, whereas institutional investors assume the disciplinary role of monitoring and controlling agency costs. The results provide evidence of both the entrenchment effect and the alignment-of-interests hypothesis and that the expropriation theory seems to prevail over the control and monitoring role.

Corporate governance practices, ownership structure, and corporate performance in the GCC countries

This study is motivated by highly concentrated ownership, the relatively large government stake in listed firms in the GCC (Gulf Cooperative Council) region, and the rapid stock market development and developing investor protection environment. The results point to heterogeneity in governance quality across exchanges. For the first time, we find that the positive relationship between governance quality and firm performance is maintained and is stronger at low levels of concentrated ownership. More interestingly, we find that the relationship between governance and firm performance is an increasing function of dispersed ownership and that the value addition of good governance is not necessarily maintained at high levels of ownership concentration. Furthermore, such a relationship reaches its highest level when the government or local corporations are the firm’s major shareholders.

Board of directors and financial transparency and disclosure. Evidence from Italy

PurposeThe purpose of this paper is to examine the link between board of directors’ composition (independent directors’ ratio, board size, CEO-duality) and financial transparency and disclosure (T&D).Design/methodology/approachThe paper analyzes board composition and financial T&D of Italian listed companies using multiple linear regression analysis.FindingsThe results of this paper show a significant link between board composition and the level of financial T&D. In particular, the authors found a positive and significant relationship between the independent directors’ ratio and the level of financial T&D and a negative relationship between board size and the level of financial T&D.Research limitations/implicationsWhile this paper focuses on a sample of 100 Italian listed companies, the authors acknowledge the importance of extending the results to other national context and to other type of firms (e.g. non-listed firms or SMEs). Moreover, while this paper concerns the amount of information disclosed by firms, it does not look at the quality or accuracy of disclosure.Practical implicationsThis paper reveals the importance of evaluating the effectiveness of corporate governance mechanisms (such as board composition) in enhancing the level of financial T&D. Indeed, the authors provide some indications to firms to improve their internal governance mechanisms (e.g. the importance of high proportion of independent directors and of small- and medium-sized boards of directors).Originality/valueThis paper provides interesting insights to firms which are under pressure to improve the level of information to stakeholders. Moreover, has the level of information that is not legally required vary among companies and countries, the authors shed light on a context characterized by high level of ownership concentration, where firms can experience different types of conflict of interests.

Mergers and acquisitions valuation: the choice of cash as payment method

This paper studies the relevance of the acquiring ownership structure and its legal and institutional environment on the decision to pay for a merger and acquisition (M&A) with cash and how this decision influences the acquiring shareholders’ M&A valuation. At the same time, we deal with the potential endogeneity problem. The results show that the acquiring ownership structure and the legal and institutional environment influence both the choice of cash as the payment method and the acquiring shareholders’ valuation, being the payment method an endogenous decision. High levels of ownership concentration in the acquiring firm or in countries with strong legal and institutional environments reduce the probability of cash paid M&As and provoke higher acquiring shareholders valuation around the announcement of an M&A paid in cash.

Ownership concentration, ownership composition and the performance of the Kuwaiti listed non-financial firms

Purpose – This paper aims to investigate the relationship between ownership structure (ownership concentration and ownership composition) and firm performance in Kuwaiti non-financial firms. To this end, it examines the relationship between firm performance and ownership concentration to determine whether the impact of this relationship is conditional on the nature of the large shareholders. Design/methodology/approach – First, the relationship between ownership concentration and firm performance was tested using ordinary least squares regressions on 618 observations (103 listed firms) from 2005 to 2010; next, the ownership compositions were classified as institutional, government and individuals (families) and their impact on firm performance examined. Findings – The overall concentration ownership by large shareholders showed no impact on firm performance. However, when the type of shareholders was introduced, only the government and individuals (families) ownership categories influenced firm performance. Therefore, certain types of shareholders are better at monitoring, and not all concentration by large shareholders is beneficial to Kuwaiti firms. Research limitations/implications – This study examined only one important aspect of the corporate governance mechanisms, namely, ownership concentration. Thus, further study may include other mechanisms such as board variables, role of debt and shareholders rights in examining the firm performance. This study is limited to the Kuwaiti environment, and thus, next step can be very useful in case of comparing ownership concentration in the Gulf Cooperation Council (Kuwait, Bahrain, Qatar, Oman, United Arab Emirates and Saudi Arabia) or across different Arab countries. Practical implications – The results of this study have important implications for the regulators in Kuwait in their efforts to increase the efficiency of the rapidly developing capital markets and in protecting investors and keeping confidence in the economy. They may mandate a corporate governance code to protect minority shareholders. Investors may use the findings to understand Kuwaiti companies. Such findings may assist them to diversify their investment portfolios. Originality/value – This paper extends literature review by investigating the role of large shareholders in the context of a developing country that is characterized by high level of ownership concentration and weak legal protection for investors as well as the absence of code that organized the corporate governance practices.