Corporate Governance Regulations Research Articles

The effect of firm-specific litigation risk on independent director conservatism

PurposeThe purpose of this study is to examine whether firm-specific litigation risk affects independent director conservatism in the oversight of financial reporting.Design/methodology/approachThis study considers the enactment of Sarbanes–Oxley Act and the main US stock exchanges' corresponding corporate governance regulations in 2002–2003 as an exogenous shock event to increase board independence. OLS regressions with fixed effects are conducted to test the hypothesis.FindingsChanges in discretionary accruals from the pre-event year (2001) to the post-event year (2004) are more negatively associated with an exogenous increase in board independence for firms with high litigation risk than for firms with low litigation risk.Originality/valueThe results suggest that independent directors are more conservative in overseeing financial reporting when they face higher litigation risk, consistent with the notion that they are still concerned about liability risk although they seldom have to pay damages or legal fees out of their own pockets.

FOREIGN DIRECTORS AND FIRM FINANCIAL PERFORMANCE: EVIDENCE FROM THE TANZANIAN LISTED COMPANIES

This study investigates the impact of foreign directors on the financial performance of the Tanzanian listed firms. The study applies balanced panel data Ordinary Least Square (OLS) regression analysis on 120 firm-years observations obtained from the firms’ audited annual reports and from the OSIRIS database from 2006 to 2018. The study findings support agency and resource dependence theories that foreign directors have a positive relationship with the firms’ financial performance. The findings indicate further that foreign directors enhance firm performance by providing the firm’s Board of Directors with effective and efficient overseeing and advice to the CEO and the top management. This study contributes to the understanding of the impact of foreign directors on firm performance and provides researched based evidence to Tanzanian policy makers on the importance of foreign members on the firm’s Board of Directors. Unlike the previous corporate governance studies, which focused on developed countries, this study examines the effects of foreign members on the Boards of Directors of listed firms in Tanzania, a developing country where very few corporate governance studies have been conducted. The study recommends policy makers in Tanzania to use the results of this original study while preparing or reviewing Corporate Governance Regulations.

The Relationship between Corporate Governance and Voluntary Disclosure: The Role of Boards of Directors and Audit Committees

The objective of the present research is to examine the relationship between corporate governance and voluntary disclosure, and to determine how certain factors enhance governance practices and consequently increase voluntary disclosure. The study considers the content analysis of 22 Saudi listed companies from 2015 to 2019. A comprehensive index is developed, with a check-list covering 30 items to extract and measure corporate governance practices and levels of voluntary disclosure. The researchers use ordinary least squares (OLS) regression to examine whether corporate governance-specific mechanisms can explain any differences in voluntary disclosure levels among the listed companies. The results indicate a statistically significant relationship between the number of non-executive directors and board size and the level of voluntary disclosure. This study concluded that non-executive directors and board size are ranked the highest in terms of their positive effects on voluntary disclosure. The relationship between the independent directors and audit committees and voluntary disclosure is insignificant. The results suggest that the high number of non-executive directors and the increase in the number of directors on the boards lead to greater voluntary disclosure of information. This study helps regulators of corporate governance and company directors understand the factors affecting voluntary disclosure. Corporate governance regulators should require an increase in the minimum number of boards and non-executive directors for listed companies in order to gain the desired levels of voluntary disclosure and transparency. Saudi listed companies are advised to willingly increase their board members to the maximum number specified by regulation. This study has some limitations as participants represented a small sample; hence, the results cannot be generalised. Furthermore, the voluntary disclosure data were collected only from annual reports; sources such as websites, public announcements and press releases, were not taken into account, but would have provided many relevant details.

Foreign ownership and the enforcement of corporate governance reforms

This study examines whether a stronger corporate governance enforcement regime influences the investment decisions of foreign portfolio investors in an emerging market context. Using a natural experiment provided by an Indian corporate governance regulatory reform introduced in 2000, but for which stricter sanctions for non-compliance were imposed in 2004 our results provide strong evidence that governance reforms that include stricter sanctions for non-compliance lead to higher foreign ownership. Depending on specifications, the difference-in-differences estimates show that, on average, the effect is up to 2.8% increased foreign ownership post regulatory reform of 2004. The paper adds to the debate on simultaneity between foreign ownership and corporate governance as we show that in the context of an emerging market corporate governance regulations are extremely important in attracting foreign investors. In the context of prevalence of weak enforcement (of existing regulations) in emerging markets, this study provides empirical support to the notion that strictly enforcing the existing governance regulations has the potential to attract higher level of foreign investment. The results suggest that policy measures aimed at attracting foreign investors in emerging markets should not only concentrate on adopting the best international corporate governance practices but should also signal strong enforcement of these regulations by assigning significant penalties for non-compliance.

Corporate governance and the performance of non-financial firms: the case of Oman

Last two decades, corporate accounting scandals have represented a serious challenge to economic sustainability. To protect the shareholders right against abusive managerial conduct, the concepts of corporate governance structures and provisions have widely attracted the attention of practitioners and researchers. The main purpose of this paper is to examine the linkage between corporate governance and the performance of non-financial firms listed on Muscat Securities Market over the period 2007-2017. Additionally, whether financial leverage acts as a mediating factor is investigated. A panel fixed effect regression is conducted to test if there is a relationship between corporate governance, capital structure and firm performance. Overall results show that women on board, audit committee size, leverage and firm size are positively related to firm performance. The study presents a strong understanding to senior management to be focused more on corporate governance codes and regulations, as well as to both internal and external auditors to strictly monitor the application of corporate governance regulations.

Board governance, ownership structure and foreign investment in the Saudi capital market

PurposeThis paper aims to examine whether board governance mechanisms and ownership structure play a role in foreign investors’ decisions when buying shares in Saudi listed companiesDesign/methodology/approachForeign investment in the Saudi capital market started in 2015 and reached a peak in 2019, with corporate governance regulations having been updated in 2017. The authors tested the proposed relationships using hand collected data for all Saudi non-financial firms in 2019.FindingsThis study found that it does not play a role in attracting foreign investment in the Saudi capital market. Foreign investors also seem to avoid firms with concentrated ownership that either have high government or director ownership; however, accounting and market variables show significant impact on foreign investors' decisions. The outcomes of this study provide empirical evidence that current foreign investors in the Saudi stock market do not place enough merit on board governance and their investment decisions tend to depend on share performance. Thus, the results show that the current governance changes and capital market regulations in Saudi Arabia may not have been sufficient to stimulate the inflow of institutional foreign investment to the country to date, but rather they have attracted individual retail foreign investors.Originality/valueThis empirical study is one of only a small number of studies to investigate the impact of internal corporate governance on foreign ownership in developing countries and the first in the Saudi context. In fact, most previous governance research in Saudi Arabia focused on how board governance and ownership structure influences firm performance. A review of the prior studies found that only Badawi et al. (2019) examined the determinants of foreign ownership among Saudi listed firms. Thus, the present investigation extends that study by examining the role of board governance in attracting foreign investors.

Corporate Governance Mechanism on Financial Performance (Evidence from the Indonesia’s Listed State-owned Enterprises)

Objective – This study aims to find the impact of privatization, which proxied by good corporate governance toward the financial performance of SOEs in Indonesia.
 Methodology – This study used 16 privatized SOEs that are listed in Indonesia Stock Exchange and also 16 privatized non-SOEs as the comparison. The data is collected from the year 2014 to 2018 and analyzed by using multiple regression panel data.
 Findings – This study found that director size and board independence have a positive impact toward SOEs financial performance. The director size and board independences have a positive significant impact toward the SOEs financial performance while the privatized non-SOEs is not significantly affected
 Novelty – This study examines proper governance structure in SOEs and non-SOEs, thus providing new insights about good corporate governance regulation in the Indonesian context.

Audit committee attributes, board attributes and market performance of listed deposit money banks in Nigeria

This paper aims to discover the association between various audit committee and board attributes and the market performance of listed deposit money banks in Nigeria. The study intends to determine the influence of audit committee size, gender diversity, expertise, board size and board shareholding on market performance (measured by Tobin Q). Panel data was gathered from twelve (12) banks listed on the Nigerian Stock Exchange from 2013 to 2017. The study used fixed and random regression analysis. The results concluded that the association between audit committee size, board size and Tobin Q was negatively significant. There was a positively significant impact of audit committee gender diversity and audit committee expertise on Tobin Q. The study showed a positive but insignificant influence of board shareholding on market performance. The results imply that weakness in governance structures might lead to lower market performance. This study recommends that firms ensure that appointment criteria prioritize knowledge and competence, and regulatory bodies are also encouraged to track the compliance of listed firms with corporate governance regulations. AcknowledgmentThe authors would like to acknowledge Covenant University for its financial support during the course of this research paper.

Determinants of corporate social and environmental voluntary disclosure in Saudi listed firms

PurposeThis paper aims to examine firm characteristics and ownership structure determinants of corporate social and environmental voluntary disclosure (CSEVD) practices in Saudi Arabia to address the paucity of research in this field for Saudi listed firms.Design/methodology/approachThe paper uses manual content and regression analyses for online annual report data for Saudi non-financial listed firms over the period 2016–2018 using CSEVD items drawing on global reporting initiative-G4 guidelines.FindingsModels show that Saudi firm CSEVD has increased over time compared to previous studies to an average of 68% disclosure due to new corporate governance regulations and IFRS implementation. The models show that firm size, leverage, manufacturing industry type and government ownership are positive determinants of CSEVD, while family ownership is the negative driver of CSEVD. However, firm profitability, audit firm size, firm age and institutional ownership have no impact on the level of CSEVD.Originality/valueUsing legitimacy and stakeholder theories, the paper determines the influence of firm characteristics and ownership structure on CSEVD, identifying implications for firm stakeholders and providing some evidence on the impact of corporate governance regulation and IFRS implementation on such disclosure. The paper provides additional evidence on progress towards Saudi’s Vision 2030.

Common Ownership as a Plus Factor

A large volume of recent antitrust scholarship claims that common ownership leads to anticompetitive effects and ought to be prohibited or severely restricted. However, according to corporate governance and financial regulation experts, common ownership is desirable as it reduces the costs involved in corporate governance and leads to efficient markets. Most of the regulatory measures proposed by antitrust scholars involve ex ante regulation of common ownership based on its expected anticompetitive effects and may be overbroad. Ex post regulation of common ownership under the prohibition of horizontal agreements can effectively regulate common ownership only when there is evidence of a rise of prices.

The impact of corporate governance on the relationship between earnings management and CEO compensation

PurposeThe study examines whether corporate governance moderates the relationship between CEO compensation and earnings management.Design/methodology/approachThe study uses 1,800 firm-year observations from 2005 to 2010 and employ multiple regression analyses and other sensitivity tests.FindingsThe study finds a positive relationship between CEO compensation and earnings management. The study’s results also suggest that CEO bonus compensation increases in relation to earnings management and therefore the study infers that managers may become involved in earnings management to increase their compensation. However, the study finds that the relationship is moderated by a strong corporate governance system which reduces the impact of earnings management on CEO compensation.Research limitations/implicationsThe study is conducted in a specific context, and therefore it may be subject to a set of limitations. The study emphasises exclusively on whether executives manage earnings to increase their compensation. The study does not consider the issue of several other and potentially contradictory motivations here.Practical implicationsThe study’s findings highlight potential implications and offer useful propositions for stakeholders, particularly accounting and corporate governance regulators, to consider. The findings offer a basis for the accounting professions to further discuss and improve accounting standards to provide adequate regulations and monitoring to decrease managerial opportunistic behaviours in earnings manipulations. The findings also emphasise the need for appropriately designed CEO compensation packages in such a manner that improves the manager–shareholder alignment and reduces the information asymmetry problem. The results signify that corporate governance plays a vital role in mitigating the relationship between CEO compensation and earnings management.Originality/valueThis study adds to the existing literature by documenting empirical support on the link between earnings management and CEO compensation against a backdrop of high demand for strong corporate governance practices.

Audit committee and audit quality: An empirical analysis considering industry expertise, legal expertise and gender diversity

The extant literature and corporate governance regulations suffer from a tight focus on audit committee (AC) financial expertise as a mean of improving the AC’s oversight role. However, there is a lack of evidence about other kinds of expertise that might be important for AC effectiveness which could contribute to the quality of financial statements. This study examines whether AC industry expertise and AC legal expertise have an impact on audit quality in a developing country (Jordan). Furthermore, mixed and inconsistent findings regarding the role played by female directors and the peculiarity of the Jordanian context creates a motive to examine the effect of AC gender diversity on audit quality. By utilizing 1,035 firm-year observations, using two proxies to capture audit quality, and employing different estimation methods, this study highlights the importance of AC industry expertise in ensuring high audit quality. AC legal expertise and AC gender diversity have no significant effect on audit quality. This study offers a valuable contribution to the literature, and also has implications for policy-makers in Jordan and other countries with similar institutional environments to consider for future regulatory reform.

The Dynamics of Shareholder Dispersion and Control in Australia

There is ongoing academic interest in understanding share ownership and control dynamics in publicly listed companies, given the corporate governance and regulatory implications arising therefrom. This article presents a new dataset and analysis of shareholder information, focusing on the largest 50 publicly listed companies in Australia, filling a striking 12 year gap in the existing literature. Specifically, the following issues are addressed: 1. The level of institutional ownership within the largest 20 shareholders in each of the 50 companies; 2. The concentration of that ownership based on the percentage of issued capital owned by the largest three shareholders; 3. The control of that ownership, to determine whether ownership and control diverge; and 4. Where ownership and control diverge, substantial shareholding information is collected and analysed, in order to provide a more complete picture of share ownership patterns in the Australian context. The study findings provide a clear indication of the concentration of share capital in the hands of institutional shareholders in Australia. Yet, in relation to shareholder dispersion, all of the 20 largest publicly listed companies can be classified as widely held (versus 13 in the 1999 La Porta et al study) at the 20% level of control. Additionally, the results have a preliminary bearing on the relevance of common ownership theory within Australia. Regarding the ‘Big Three’ index funds, these institutions comprise 33.33% of the substantial shareholding positions across the ASX 50. Notably, 87.1% of these substantial holdings are in companies within the financial sector. The key implications arising from the findings are that managerial agency costs and the agency costs of institutional investors are of fundamental importance in the Australian context. Based on this understanding, there are two central messages for regulators and policy makers. First, corporate governance regulation must evolve in parallel to changes in share ownership and distribution. Second, there is a need for complementarity between shareholder patterns and regulation which incentivises potential governance actors and mitigates identified agency costs.

Corporate Governance Mechanisms and Firm Performance in Saudi Arabia

This paper examines the impact of corporate governance mechanisms including board size, independence, and meeting frequency, audit committee size and meeting frequency, CEO duality and ownership concentration on the operational, financial and market performance of Saudi listed firms using a contingent theoretical-based framework drawing on agency theory, stewardship theory and resource dependence theory. This study examines 210 listed Saudi Stock Exchange firms over the timeframe 2017 to 2019. The paper applies both a manual content and regression analysis approach. The results show that firm performance deteriorates with board size and independence, audit committee and meeting frequency, and the presence of CEO role duality, while performance improves with board meeting frequency and ownership concentration. Thus, Saudi firms should respond by maintaining smaller boards and more frequent meetings, keeping the Chair and CEO roles separate, and maintaining smaller audit committees with more focused meetings. Further, the appointment of independent directors only makes a meaningful contribution to firm performance where they are truly independent. Finally, more concentrated ownership tends to encourage better firm performance due to the regime of monitoring and discipline concomitant with more powerful shareholders. The implications of this paper are threefold. First, the implementation by Saudi Arabia of the latest corporate governance regulations and IFRS adoption almost certainly impact firm performance markedly. Second, corporate governance regulations should recognize the role of more frequent board meetings and more concentrated ownership in enhancing corporate performance. Third, stakeholders should apply pressure on investee firms to maintain smaller boards, engage genuinely independent directors, separate the role of Chairman and CEO, and maintain smaller audit committees with fewer and more effective meetings. The results should help corporate boards when deciding on the best corporate governance mechanisms to enhance firm performance. Further, the study should provide policy makers with a better understanding of the corporate governance structures required to promote better performance by drawing on existing theories and the empirical modelling, in an emerging economy setting such as Saudi Arabia, a new and broader data set, thereby informing better future policy and protecting shareholders’ interests.

Policy Implications of the Common Ownership Debate

Empirical findings that common ownership is associated with anticompetitive outcomes including higher prices raise questions about possible policy responses. This comment evaluates the major proposals, including antitrust enforcement against common owners, regulation of corporate governance, regulation of compensation of management of portfolio firms, regulation of capital market structure, and greater antitrust enforcement against portfolio firms.

Regulation of Governance & Risk Management: The Intersection of Banking & Technology

Executive Summary: In this paper, we evaluate the regulatory structure for risk management at U.S. banking institutions as compared to technology companies. We also evaluate the appropriate regulatory structure for cloud service providers to U.S. banking institutions, as banking institutions are increasing their reliance on cloud service providers for their data needs and effective risk management regulation can safely facilitate that transition. Part I of our paper provides a comprehensive review of the regulation of corporate governance and risk management at U.S. banking institutions with a focus on how the regulatory structure is tailored to address the business activities of U.S. banks. We find that the regulation of risk management processes by U.S. banking institutions is highly prescriptive and that U.S. banking regulators have centralized key risk management responsibilities with the board of directors and senior management. Part II of our paper reviews the regulation of corporate governance and risk management at U.S. technology companies. We find that the regulation of risk management at technology companies is principles-based and does not shift prescriptive responsibilities to technology companies’ board of directors. Part III of our paper considers whether the banking approach to the regulation of risk management or the technology approach to the regulation of risk management is better suited for cloud service providers to U.S. banks. In doing so, we consider key differences between the risks faced by U.S. banking institutions as compared to cloud service providers. We conclude that a principles-based and decentralized approach to the regulation and supervision of cloud service providers and other technology services providers to U.S. banking institutions would better address the risks inherent in such services and facilitate continued adoption of cloud services by U.S. banking institutions.

Board characteristics, ownership structures and firm R&D intensity

This study explores the impact of board characteristics and ownership structures on the strategic decisions taken for R&D investment. The study employs a sample comprising 1736 firm-year observations of 434 technological firms listed on the Taiwanese Stock Exchange (TWSE) between 2014 and 2017. Contrary to extant research, the findings reveal that board independence plays a crucial role relative to R&D intensity, as strong evidence reflects a positive and significant relationship thereon. Moreover, the empirical results demonstrate negative and significant relationships between CEO Duality, Board size (in big companies), Executive & Manager, Board of Directors and Top Blockholders; ownership structures, and firm R&D intensity. Interestingly, the ownership structure results emerging from this Taiwanese contextual study support, and are consistent with the predictions of the ‘entrenchment argument’ and are counter to the ‘convergence of interest’ argument. The findings emerging from this research provide an opportunity for further discussion and analysis regarding corporate governance principles and regulations. Firms seeking to optimize their R&D policy imperatives may benefit from such a study.

COVID-19: Firm Value and Pre-Existing Corporate Governance Regulations

We find that Japanese firms that barely met a voluntary minimum pre-COVID-19 regulation (minimal compliers) lost more firm value than others due to COVID-19. We consider the corporate governance code introduced in 2015. It requires that firms have at least two outside directors on a comply-or-explain basis. Our finding hinges on pre-pandemic liquidity: the relative value of outside directors for companies that under- or over-complied with the code (non-minimal compliers) compared to minimal compliers increases with cash holdings accumulated pre-pandemic. There are no significant differences between under- and over-compliers. Director characteristics make no difference to firm value either. Adoption of a US-type board system, which is selectively available without comply-or-explain disclosure, also increases firm value. Our findings suggest that a firm’s own decision, not policy-induced board formation, is a key for shielding firm value against a sudden shock like the outbreak of COVID-19.

Corporate Governance and Sustainability in Indonesia

This paper aims to provide a review concept regarding the relationship between corporate governance and corporate sustainability in Indonesia. This paper examines the mechanisms and guidelines for implementing good corporate governance. This research used the literature review method and explores some effective corporate governance principles such as transparency, accountability, responsibility, independence, fairness, and equality to achieve business sustainability in Indonesia's setting. The results show that good corporate governance regulation in Indonesia has been improved, but the enforcement is still needed to be optimized because good corporate governance will positively impact corporate sustainability. Thus, sustainability requires more corporate innovation because sustainability is about how a company can create profits and value-added to society through corporate social responsibility (CSR) programs and how the company can contribute to the preservation of nature and the environment. In Indonesia, the board of directors, the board of commissioners, and the audit committees are positively related to CSR disclosure. Thus, leadership and management efforts are crucial. However, to comprehensively support the synergy of implementing good corporate governance, we need the role of the state, the business community, and society. This study provides important insights into the implementation of good corporate governance in achieving corporate sustainability in Indonesia.

The Effect of Board Links, Audit Partner Tenure, and Related Party Transactions on Misstatements: Evidence from Chile

Companies restate when material misstatements are identified in previously issued financial statements. Misstatement research in Latin America is sparse, even though they are an important context to study this phenomenon. Chile’s corporate governance regulations are considered exemplars for Latin American countries but its auditing profession is not well developed. Thus, Chile provides an interesting context to study the complementary roles of audit and board governance affecting misstatements. Using a sample of 104 Chilean listed firms over seven years, our study finds that the board links and audit partner tenure negatively affect misstatements. Specifically, given the prevalence of related party transactions (RPTs) in conglomerates, the finding suggests that cross directors monitor high-value RPTs, but that this is not a substitute for auditor expertise. The findings raise questions about the advisability of mandating audit partner rotation to strengthen auditor independence because the results indicate that a short audit partner tenure leads to the auditor not developing client-specific knowledge. The study makes contributions to the corporate governance literature by highlighting that board monitoring is not a good substitute for auditor monitoring of financial reporting integrity, and suggesting the need for having licensing requirements to become an auditor.