Improve Corporate Governance Practices Research Articles

Corporate governance codes: A controversial efficiency?

The pursuit of good governance by companies confronts a fundamental challenge: defining what constitutes “good governance”. Existing corporate governance codes and their implementation documents fall short of offering a clear answer to this crucial question. Despite the establishment of a reference framework years ago, the focus has shifted from defining the objectives of good governance to a consensus on the means of achieving these objectives. Unfortunately, this consensus often absolves stakeholders from providing detailed explanations. Achieving effective good governance necessitates a shift in focus towards the underlying goals of governance structures. Two potential approaches emerge in this context. While many companies rely on codes without explicitly outlining their objectives, there is a compelling case for urging or mandating them to articulate the purposes of the governance methods they employ in their reports. This level of specificity has the potential to enhance the reflective qualities of the transparency process, fostering a more comprehensive understanding of the governance landscape. Beyond merely discussing the objectives of corporate governance, the pursuit of good governance necessitates the implementation of instruments whose efficacy transcends reliance solely on market discipline. The aim is not to undermine the imperatives of transparency and justification. Instead, the intention is to recognize that these elements, while essential, do not independently ensure the effectiveness of soft law instruments, such as governance codes. Nowadays, it is crucial to assess the extent to which traditional corporate governance codes respond to the needs of companies in the era of digitalization and sustainability. Therefore, conducting a critical analysis of the existing corporate governance codes will contribute in shedding light on the gaps of these instruments to come up with recommendations for improvements. Aims and objectives: This article will focus on the following areas: Defining the role and purpose of corporate governance codes in enhancing corporate performance and accountability and discussing the challenges and limitations of corporate governance codes, including compliance issues and enforcement challenges. Presenting empirical evidence on the impact of corporate governance codes on corporate behavior and analyzing, through the principle of comply or explain, whether code adherence leads to improved corporate governance practices and financial performance. Discussing emerging trends in corporate governance and offering recommendations for improving the effectiveness of corporate governance codes.

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.

TATA KELOLA PERUSAHAAN DAN KECURANGAN PELAPORAN KEUANGAN: STUDI KASUS INDUSTRI BARANG KONSUMEN DI BEI

This research aims to investigate the impact of corporate governance on financial reporting fraud in the consumer goods industry listed on the Indonesia Stock Exchange (IDX). The corporate governance variables considered include board independence, the presence of a remuneration committee, CEO financial expertise, the presence of a financially literate board, board effort coverage, and managerial ownership. The research sample consists of 69 companies in this industry during the period 2018-2022. The data analysis method used is panel regression. The results of panel regression tests using Eviews 12 and IBM SPSS Statistics 25 show that the presence of a remuneration committee has a significant positive impact on reducing financial reporting fraud. However, the board independence variable does not have a significant effect on financial reporting fraud. Similarly, other variables such as CEO financial expertise, board financial expertise, board effort coverage, and managerial ownership also do not have a significant influence. The implications of these findings are discussed in the context of improving corporate governance practices to mitigate the risk of financial reporting fraud.

ESG risk rating and company valuation: The case of the Warsaw Stock Exchange

This research investigates whether investors on the Warsaw Stock Exchange are willing to pay a premium to invest in large companies with a relatively more favourable environmental, social and governance (ESG) risk profile. The theory is that lower exposure to ESG risks and better ESG risk management practices are perceived by investors as a signal of potentially lower financial uncertainty and improved ability of companies to grow future earnings. The analysis was conducted for companies included in the mWIG40 and WIG20 indices. The relationship between market ratios reflecting company valuation, such as price to net book value and enterprise value to EBITDA, and their ESG risk ratings was modelled using regression models. Those were estimated using ordinary and generally least squares techniques. Although ESG management practices are still at a relatively early stage of implementation in Central Europe (including Poland), the results of the analysis confirm a strong negative relationship between the severity of ESG risks and the relative valuation of the company, accompanied by the existence of significant valuation differences across industries. Of particular note is the impact of a favourable ESG risk rating on a higher Enterprise Value to EBITDA ratio. This ratio is important because it is very often used as a valuation basis in corporate buy-sell transactions. The research confirms that investors are willing to pay more for companies that have built business models that are less vulnerable to future ESG risks and have a quality management culture. As a result, the research provides evidence that consciously investing in climate risk mitigation and improving corporate governance practices in large companies pays off for shareholders.

Do women in the boardroom influence foreign acquisitions' premium and outcomes? Evidence from China

AbstractThis paper examines whether gender diversity influences foreign merger and acquisition (M&A) premiums and outcomes in China. Consistent with agency and resource dependence theories, we find that female directors significantly reduce the acquisition premium paid for foreign targets. We show that the market responds positively in the short‐term (measured by cumulative abnormal returns) to the announcement of foreign acquisitions by firms with greater female representation in the boardroom. We further find significant evidence that acquirers' boards comprising more female directors experience value creation and better operating synergies (measured by buy‐and‐hold abnormal returns and changes in return on assets) in the long‐term following engagement in foreign M&A deals. Interestingly, after distinguishing between female independent and executive directors, we find that our previous finding on board gender diversity can be attributable to both the monitoring (independent directors) and supervisory (executive directors) roles played by female directors. We also find evidence accords with the argument of the critical mass of female directors' representation in the boardroom. Our results are robust after controlling for endogeneity issues using instrumental variables (IV), propensity score matching (PSM), Heckman, and firm fixed‐effects methods. Overall, our findings offer additional empirical support for the global concern by regulators for improving corporate governance practices by increasing female quotas in the boardroom.

Effect of banks’ ownership structure on financial performance: evidence from banks in an emerging market

PurposeThis study aims to examine the effect of ownership structure on financial performance of commercial banks in Kenya.Design/methodology/approachThe data were collected from audited financial statements of 39 commercial banks in Kenya for the period 2009–2020.FindingsRegression results found evidence of ownership structure explaining commercial banks’ financial performance. The results found a negative association between state ownership and net interest margin, a negative association between management ownership and net interest margin and a negative association between institutional ownership and return on assets.Practical implicationsBased on the findings, commercial bank management should therefore devise ownership structure policies that are geared toward boosting their financial performance both in the short run and the long run. Second, this study recommends a minority shareholding of the state in commercial banks to deter political interference, protect investors’ wealth from erosion and allow the majority shareholders to adopt a strong corporate governance mechanism for higher financial performance. Banks with a high percentage of state ownership should consider partial privatization to improve corporate governance practices. Third, banks should adopt a managerial ownership policy limiting the proportion of equity stock held by executives to limit their powers in strategic decision-making. Fourth, this study proposes a percentage limit on the equity stock of an institutional investor to eliminate bureaucracy in strategic decision-making and protect investors’ wealth.Originality/valueThe study finding is meant to inform regulation and operation policies in the banking sector and contribute to the literature on ownership structure, especially in the banking sector.

Corporate Governance and Profitability of Insurance Companies: Empirical Insights from Pakistan

This research seeks to explore how corporate governance affects the profitability of insurance companies in Pakistan. The empirical analysis utilizes data from a panel of 35 insurance firms covering the period from 2004 to 2022, employing the random effect technique for model estimation. Profitability, measured by Return on Assets (ROA), is the primary metric. The findings reveal that leverage, liquidity, premium growth, risk, and corporate governance significantly influence the profitability of insurance companies in Pakistan. However, age, tangibility, and inflation exhibit an insignificant relationship with performance in the insurance sector. Notably, corporate governance emerges as a pivotal variable with a broad impact on these companies. The study suggests that improving corporate governance practices is crucial for insurance companies to enhance profitability and overall performance.

M&A transactions in the Russian market: The impact of corporate boards’ attributes

The paper delves into the impact of corporate boards’ attributes on the efficiency of mergers and acquisitions (M&A) transactions in the Russian market and formulates recommendations on improving corporate governance practices in Russia. The article bridges a gap in research on boards of directors whose characteristics serve as strong signals to the capital market about the quality of corporate governance and protection of investors’ interests. Methodologically, the study rests on agency theory and the theories of mergers and acquisitions. The research hypotheses about the effect of board characteristics on M&A transactions were tested using the least square method to construct a linear regression. The transaction efficiency was assessed using the cumulative abnormal return (CAR) model. The empirical data were retrieved from Annual Reports and ZEPHYR Bureau van Dijk and covered 55,436 mergers and acquisitions from 2000 to 2020, of which 659 transactions satisfied the strict criteria and were selected for further analysis. We found a statistically significant relationship between the board characteristics of the acquiring company and the efficiency of mergers and acquisitions. The obtained results contribute to the development of a new research avenue on network-based interaction between boards of the companies participating in transactions and the involvement of boards of other firms.

The effects of corporate governance mechanisms on voluntary corporate carbon disclosures: evidence from the emerging economy

PurposeThis study examines the effects of corporate governance mechanisms on voluntary corporate carbon disclosure in Bangladeshi firms.Design/methodology/approachTo investigate the association between corporate governance mechanisms and corporate carbon disclosures, this study employs ordinary least square (OLS) methods. To mitigate the potential endogeneity concerns, the authors also introduce firm fixed effect (FE) and random effect (RE). Primarily, the study sample includes 250 firm-year observations over the period 2015–2019 for listed companies on the Dhaka Stock Exchange (DSE) in Bangladesh. Subsequently, corporate governance mechanisms that influence voluntary carbon disclosure were examined using both univariate and OLS models.FindingsThe findings of this study suggest that firms with a larger board size and more independent directors have a positive impact on the firm's intensity to disclose carbon-related information. However, no evidence has been found of the existence of an environmental committee, and the presence of female directors on the board tends to be associated with a higher level of voluntary corporate carbon disclosure.Originality/valueThe study offers necessary evidence of the determinants of corporate carbon disclosures, which will be useful for managers, senior executives, policymakers and regulatory bodies. To improve corporate governance practices and formulate separate sets of regulations and reporting criteria, disclosing extensive and holistic carbon-related information obligatory. Further, the outcomes of this study based on Bangladeshi firms can be comprehensive for other developing countries to take precautions to tackle the effect of global climate change.

Audit committee characteristics and firm performance: Evidence from the insurance sector in Oman

This study aims to determine the effect of Audit Committee characteristics on the performance of the eleven insurance companies listed in Oman between 2015 and 2019. This study focuses on the audit committee meetings and their frequency, the size of the committee, their independence, and the knowledge or expertise they possess. After conducting data analysis on the specified dataset, the regression results revealed that ACSIZE is statistically significant at a p-value less than.05. This indicates that the size of an audit committee has a significant impact on an insurance company's performance. In addition, the ACINDE was statistically significant at p.05, demonstrating that the independence of an audit committee plays a significant role in determining the performance of a company. Moreover, the ACEXP variable had a p-value of less than 0.05, indicating that it is statistically significant. This can be interpreted as meaning that the frequency of meetings has a statistically significant impact on the performance of a company. The statistical significance of only three of the four variables was determined. The variable was excluded from the regression model because its p-value was greater than.05. Therefore, the three characteristics of audit committees in the Omani market have a significant impact on the performance of an insurance company, and senior management should ensure that audit committees have approximately four members, are fully independent to limit control by the firm's management, and have extensive financial experience in order to function effectively. This study will be very useful to financial practitioners and policymakers since it contains practical ideas and recommendations. The research results may also contribute to the creation and implementation of strategic policies for improving corporate governance practices with the goal of maximizing profit and wealth.

Conceptualising a human capital measurement and reporting framework

Purpose: This paper proposes a context-based framework for measuring and disclosing human capital in the financial statements of the Zimbabwean mining companies. The study was prompted by the lack of universal standardised framework that can be adopted by companies for use and existing of varied models with conflicting measurement metrics. The developed model is meant to bring harmony within the industry and across other sectors, particularly in developing countries such as Zimbabwe. Methodology: This paper adopted an integrative literature review approach also known as the critical review approach in the development of the human capital measurement and disclosure framework. Corporate annual reports, existing related literature, and various human capital models were critically and systematically reviewed to conceptualise different views from various authors concerning human capital measurement and disclosure framework. A thematic analysis approach was adopted to analyse the qualitative findings. The analysis was conducted until a point of saturation was reached. Findings: The paper proposed a context-based human capital measurement and disclosure framework with six key primary factors. Furthermore, the paper proposed the measurement criteria and the disclosure requirements of the six primary factors established. The framework also acts as a starting point for human capital reporting since there is a lack of an established and generally accepted reporting framework in Zimbabwe. The benefit of this framework is that it is flexible, and it allows companies to develop human capital reporting guidelines based on key features specific to an individual company's human capital and can be applied to other similar contexts in the SADC region. This paper recommends the adoption of the human capital measurement and disclosure framework as to increase companies’ value, financial performance as well as economic growth at large. Originality/Value: The proposed framework is envisaged to reduce information asymmetry and improve corporate governance practices for both practice and policy formulation.

Corporate governance practices and firm performance: The moderating effect of female directors

Improved corporate governance practices of banks are viewed as a key mechanism for better performance of banks. Despite the numerous diversification efforts of the Nigerian bank regulators, bank performance remains poor. The study determines the moderating effects of female boards of directors on the relationship between board characteristics and the performance of banks in Nigeria. The quantitative explanatory design utilised a cross-sectional survey sample of 121 respondents from 24 state- and privately-owned banks. Regression analyses were used to examine the effects among the variables. The results showed that board size and board committees (audit, remuneration, and nomination) are positively and significantly related to bank performance. On the contrary, board independence is negatively and significantly related to bank performance. The result revealed that female representation does not have a moderating effect on the relationship between each board size, board independence, and bank performance. Female representation negatively and significantly moderated the relationship between each audit and remuneration committee and bank performance. However, female representation positively and significantly moderated the relationship between nomination committees and bank performance. Our findings shed light on the role of the mandatory policy of including women on banks’ boards and the female board members’ moderating role between the nomination, audit and remuneration committees on one hand and the bank performance on the other

Impact of corporate governance on firm value in the presence of earning quality and real earnings management

The objective of this study is to investigate how strong corporate governance impact is on firm value in the presence of earning quality and real earning management for public limited firms in Pakistan. Findings of this research are consistent with all hypotheses expounded, significantly mediated, earning quality and moderate, the real earning management between the relationship of corporate governance and a firm value. Firms, who have a strong corporate governance structure, enhance the earning quality and firm value, and control real earning management. The study provides policy implications that strong corporate governance practices are value-oriented for firms, and the government should provide more resources to improve corporate governance practices. Moreover, regulators must ensure that public listed companies disclose the truthful information about financials and corporate governance reports to provide the benefits to the user of financial statements, which ultimately enhance the firm value.

CEO gender and readability of annual reports: do female CEOs’ demographic attributes matter?

PurposeThis study examines the association between chief executive officer (CEO) gender and the readability of annual reports by considering some demographic attributes of female CEOs.Design/methodology/approachOrdinary least squares (OLS) regression is used to test the research hypotheses on a sample of S&P 500 firms between 2004 and 2016.FindingsThe results show that female CEOs are significantly positively associated with the readability of 10-K reports – in line with ethical-sensitivity theory. Further results show that this association is variable depending on the demographic attributes of female CEOs – in line with upper echelon theory. Specifically, older female CEOs and those with financial expertise are significantly associated with more readable 10-K reports. In contrast, female CEOs hired from within the firm are negatively associated with the readability of 10-K.Research limitations/implicationsThis study provides evidence on the effect of female CEOs and their demographic attributes on annual report readability, which was not addressed in prior research.Practical implicationsThe findings show that the appointment of female CEOs seems like a helpful avenue to reduce concerns among the regulators about the textual complexity of annual reports. However, the most important policy implication of the study is that the decision to appoint female CEOs should be based more on their demographic attributes than on gender equality recommendations and full trust in women's behavioral consequences.Originality/valueThis study contributes to the academic literature on readability and gender. Prior research has not clarified which attributes and skills of female CEOs drive their abilities to improve shareholder value and make more ethical decisions. This study suggests that female CEOs are not better “per se” to improve corporate governance practices, and the impacts of female CEOs are not the same and differ according to their demographic attributes.

Audit committee attributes and financial performance of Saudi non-financial listed firms

This article investigates the impact of the audit committee attributes in determining the financial performance of Saudi non-financial firms. The research sampled the data of 100 companies spanning from 2010 to 2019 obtained from the firms’ financial statements. The data generated were analysed using different panel data techniques (pooled OLS, fixed and random effects). This study emphasises that audit committee size and meetings negatively influence firms’ performance. However, audit committee independence and financial expertise indicate a strong and positive relationship with financial performance. Therefore, this study provides valuable insights into how audit committee attributes affect profitability. Furthermore, this research may guide companies’ top management on restructuring the audit committee to improve corporate governance practices. Also, the results suggest that Saudi regulatory agencies should ensure that listed firms set up audit committees with more independent directors and financial experts. This requirement may help the firms mitigate information disparity between management and shareholders, thus, reducing agency conflicts and boosting firm performance. Consequently, this paper sheds light on the Saudi corporate environment, so investors may find this research helpful in making their investment decisions.

Corporate governance and investment decisions of retail investors in equity: do group affiliation and firm age matter?

PurposeThe purpose of this study is to examine the impact of corporate governance (CG) on the shareholding level of retail investors in Indian listed firms.Design/methodology/approachPrimarily, a broad CG-index was constructed based on the Indian Companies Act, 2013; Clause 49 listing agreement; and Securities Contracts (Regulation) Act, 1956. Thereafter, a panel data approach has been used to examine the association between CG attributes and retail shareholdings (RSs) during 2014–2015 and 2018–2019.FindingsAuthors find that the firm-level CG quality positively affects retail investors’ shareholding level. The results explain that among various attributes of CG, retail investors pay more attention to firms’ audit and board information while making investment decisions. The results also reveal that the influence of CG attributes on RSs is lesser for group-affiliated, mature and large-sized firms than for stand-alone, young and small-sized firms.Practical implicationsFirst, the study provides new insight to the firms for increasing retail-shareholding levels and complying with India’s ongoing minimum public shareholding norms by improving CG practices concerning specific CG mechanisms. Second, it illuminates the regulators and policymakers to monitor and strengthen firms’ governance quality in light of ongoing regulatory reforms.Originality/valueThis study is a new investigation that explores the impact of CG on investment decisions of retail investors from the perspective of an emerging economy.

Ownership structure and financial performance: Evidence from Kenyan commercial banks.

The study examined the relationship between ownership structure and financial performance of commercial banks in Kenya for the period 2009-2020. The data were collected from audited financial statements of 39 commercial banks in Kenya. Regression results found strong evidence on ownership structures in explaining the differences in commercial banks' financial performance. The results established that the greatest influence of ownership structures was on net interest margin at 53.04% and return on assets at 31.37%. Influence of ownership structures was found to be low on return on equity at 3.32% and earnings per share at 2.13%. The results found a negative association between state ownership and net interest margin, negative association between management ownership and both net interest margin and earnings per share, negative association between institutional ownership and return on assets and a negative association between foreign ownership and earnings per share. Based on the findings, commercial banks should vary their ownership structures to boost financial performance. Secondly, banks with high percentage of state ownership should consider partial privatization to improve corporate governance practices. Third, banks should adopt managerial ownership policy limiting the proportion of equity stock on executives to limit their powers in strategic decision making. Fourth, the study proposes a percentage limit on equity stock of an individual institutional investor. Lastly, the study proposes that bank's management to come up with a policy detailing the role and place of foreign investors in strategic decision making to ensure their presence in every decision undertaken by bank managers.

Improving corporate governance: system-wide approaches, features of economic integration and incentives in large business

An overview of current relevant approaches to improving corporate governance practices is given. The importance of a value-based approach to the problem, which involves a significant transformation of the current corporate models, is emphasized. The expediency of a more complete use of production management technologies in the corporate governance system is shown. Despite the increased uncertainty of the external business environment, the classical approaches of strategic management of large business remain relevant. The principles of integration transformations of corporate structures are systematized. The criteria of strategic analysis of the feasibility of integration transactions are formulated. The features of dividend policies in the corporate sector are considered, recommendations for its improvement are given. The characteristic of the adopted methodological recommendations for improving incentive systems for managers of corporate structures is given. Recommendations are formulated to improve the current practice.

Corporate governance in the Middle East and North Africa: A systematic review of current trends and opportunities for future research

AbstractResearch Question/IssueWe systematically review the corporate governance (CG) literature on the Middle East and North Africa (MENA), organize it into six main themes and their subthemes, and propose several opportunities for future research.Research Findings/InsightsWe highlight CG's unique characteristics in the MENA region as well as differences and similarities across MENA countries. We shed light on how organizations are governed in this region especially that their ownership structures are centered on families and the state, and that Islam plays a major role in their governance. Our review establishes a solid foundation for future research directed at CG practices in the MENA region and encourages policymakers and practitioners to improve CG in the region.Theoretical/Academic ImplicationsTo the best of our knowledge, this is the first systematic literature review covering CG in the MENA region. In an effort to encourage the continuing evolution of this research stream and augment its contributions to the broader CG literature, we develop an extensive research agenda focusing on several key topics that deserve further attention such as ownership and countries' political regimes, family business and royal families, Sharia law, and executive compensation, among others.Practitioner/Policy ImplicationsThis review invites policymakers and investors to consider implementing better policies aimed at improving CG practices, specifically by fomenting transparency, developing financial markets, providing stronger protections for minority shareholders, and enhancing compliance with existing and new regulations.

Shareholder and Stakeholder Theories. Understanding Corporate Governance Practice

The aim of the paper is to further understand corporate governance by looking at Shareholder theory and Stakeholder theory to improve corporate governance practices in companies and to enable achieving set objectives. A conceptual approach of examining the concepts of corporate governance, shareholder theory and stakeholder theory, their similarities and differences for corporate governance purposes. Secondary sources and reviewed journal articles that discussed concepts were selected and used for the study through Content analysis and use of empirical evidence. The stakeholders’ theory has been proven to promote an inclusive system, that benefits stakeholders in any business or company in a globalised environment. Using both theories from a corporate governance perspective alone without consideration for other areas of the corporation is a limitation of study. Discussion of the theories contribute to understanding of corporate governance practice by corporations and the study will provide guidance for related research in the near future.