Untangling the antecedents of code of ethics quality: does corporate governance matter?

2015 ◽  
Vol 15 (5) ◽  
pp. 607-622 ◽  
Author(s):  
Giovanni Maria Garegnani ◽  
Emilia Piera Merlotti ◽  
Angeloantonio Russo
Keyword(s):  
Corporate Governance ◽  
Code Of Ethics ◽  
Critical Role ◽  
Codes Of Ethics ◽  
Strategic Decision ◽  
Independent Directors ◽  
High Quality ◽  
Board Size ◽  
Content Type ◽  
Ceo Age

Purpose – This study aims to investigate the antecedents of code of ethics’ quality with specific regard to the peculiarities of corporate governance, which include the role of the primary shareholders within the firm, the role and influence of independent directors on the board, the effect of board size on the strategic decision-making process and the influence of the chief executive officer’s (CEO) age and gender diversity. Design/methodology/approach – A sample of 248 Italian public companies publishing a code of ethics as of 2011 is used to test the hypotheses through Tobit regression models. Findings – A positive or negative impact is derived from the implementation of a high-quality code of ethics. Codes of ethics are strongly influenced by the ownership structure of the company given the critical role played by primary shareholders with larger stakes in influencing the quality of a code. Moreover, the lower the number of independent directors, the higher the firm’s propensity to invest in code of ethics’ quality. Similar results were found in relation to board size and CEO age, where smaller boards and younger CEOs are more inclined to implement higher-quality codes of ethics. Originality/value – Results support the argument that when linked to a sustainability strategic orientation focused on a high-quality code of ethics, corporate governance characteristics reveal influences that differ from those found in prior literature.

scholarly journals The board of directors and firm performance: empirical evidence from listed companies

2019 ◽  
Vol 19 (3) ◽  
pp. 508-551 ◽  
Author(s):  
Alessandro Merendino ◽  
Rob Melville
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Agency Theory ◽  
Ownership Structure ◽  
Listed Companies ◽  
Independent Directors ◽  
Board Structure ◽  
Board Size ◽  
Ceo Duality ◽  
Content Type

PurposeThis study aims to reconcile some of the conflicting results in prior studies of the board structure–firm performance relationship and to evaluate the effectiveness and applicability of agency theory in the specific context of Italian corporate governance practice.Design/methodology/approachThis research applies a dynamic generalised method of moments on a sample of Italian listed companies over the period 2003-2015. Proxies for corporate governance mechanisms are the board size, the level of board independence, ownership structure, shareholder agreements and CEO–chairman leadership.FindingsWhile directors elected by minority shareholders are not able to impact performance, independent directors do have a non-linear effect on performance. Board size has a positive effect on firm performance for lower levels of board size. Ownership structure per se and shareholder agreements do not affect firm performance.Research limitations/implicationsThis paper contributes to the literature on agency theory by reconciling some of the conflicting results inherent in the board structure–performance relationship. Firm performance is not necessarily improved by having a high number of independent directors on the board. Ownership structure and composition do not affect firm performance; therefore, greater monitoring provided by concentrated ownership does not necessarily lead to stronger firm performance.Practical implicationsThis paper suggests that Italian corporate governance law should improve the rules and effectiveness of minority directors by analysing whether they are able to impede the main shareholders to expropriate private benefits on the expenses of the minority. The legislator should not impose any restrictive regulations with regard to CEO duality, as the influence of CEO duality on performance may vary with respect to the unique characteristics of each company.Originality/valueThe results enrich the understanding of the applicability of agency theory in listed companies, especially in Italy. Additionally, this paper provides a comprehensive synthesis of research evidence of agency theory studies.

The impact of VC backing on the corporate governance of Chinese IPOs

2017 ◽  
Vol 29 (3) ◽  
pp. 330-355 ◽  
Author(s):  
Qing (Sophie) Wang ◽  
Hamish D. Anderson ◽  
Jing Chi
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Independent Directors ◽  
Board Independence ◽  
Board Size ◽  
Content Type ◽  
Shareholder Protection ◽  
Political Ties ◽  
The Impact ◽  
Industry Experience

Purpose The purpose of this paper is to investigate how venture capital (VC) backing influences the board size and independence and how VC backing and board structure impact firm performance in China. Design/methodology/approach Using hand-collected data from 924 initial public offering (IPO) prospectuses covering the period from January 2004 to December 2012, the authors investigate the impact of VC backing on board size, board independence and firm market performance through regression analysis. A two-stage approach is also used to address the endogeneity issue. Findings The authors find robust evidence that VC-backed IPOs have more independent boards, after controlling for CEO and firm characteristics, and the potential endogeneity concerns. Furthermore, firms backed by VCs with management political ties (PTs) have more independent directors with industry relevant expertise than other firms. While no significant relationship is found between board independence and firm performance, the authors present some evidence that IPOs which have a larger percentage of independent directors with industry relevant expertise exhibit higher long-term stock returns, and VCs with management PTs also improve IPO long-run stock performance. Research limitations/implications Although VC is new in China and the Chinese capital market has relative poor corporate governance and weak minority shareholder protection, the authors find support in this paper that VC backing is valuable to IPO firms in China not only through providing funding but also by providing political ties and industry experience. However, Chinese regulatory and institutional settings have strong impact on test results and they change rapidly, so the results may not apply to other period in Chinese markets. Originality/value This paper sheds lights on the influences of VC backing on corporate governance and firm performance in a transitional and emerging economy. It discovers the value of VC investors in a transitional economy as of providing political ties and industry experience. The new definition of independent directors suggested by Suchard (2009) is first used by our paper in the Chinese context.

scholarly journals Corporate governance and performance of UK listed small and medium enterprises

2015 ◽  
Vol 15 (5) ◽  
pp. 719-733 ◽  
Author(s):  
Godfred Adjappong Afrifa ◽  
Venancio Tauringana
Keyword(s):  
Corporate Governance ◽  
Panel Data ◽  
Small And Medium Enterprises ◽  
Panel Data Analysis ◽  
Executive Directors ◽  
Board Size ◽  
Content Type ◽  
Ceo Tenure ◽  
Ceo Age ◽  
Medium Enterprises

Purpose – This paper aims to report the results of an investigation into the effect of corporate governance factors on the performance of listed small and medium-sized enterprises (SMEs), and examines whether this effect differs between the two sizes of business. Design/methodology/approach – The paper uses unbalanced panel data regression analysis on a sample of 234 SMEs listed on the Alternative Investment Market, for a 10-year period (2004-2013). Findings – The panel data analysis results show that for all SMEs, corporate governance factors – board size, chief executive officer (CEO) age and tenure and directors’ remuneration – are significantly associated with performance of SMEs. The results also suggest that while board size is associated with the performance of both small and medium enterprises, CEO age is significant only for medium firms and directors’ remuneration only for small ones, while CEO tenure and proportion of non-executive directors are not significant for either. Practical implications – Overall, the results imply that corporate governance factors affect the performance of listed SMEs. However, this effect differs significantly between small and medium enterprises. The findings have important implications for policymakers who prescribe corporate governance mechanisms for SMEs. Originality/value – The paper adds to existing literature on corporate governance of SMEs by establishing a relationship between firm performance and board size, CEO age, CEO tenure, directors’ remuneration and proportion of non-executive directors.

The scantness of the effect of corporate governance mechanisms on executive directors’ remuneration in small listed companies: evidence from Malaysia

2018 ◽  
Vol 14 (4) ◽  
pp. 934-949
Author(s):  
Husna Siraji Nyambia ◽  
Hamdino Hamdan
Keyword(s):  
Corporate Governance ◽  
Small Firms ◽  
Independent Directors ◽  
Executive Directors ◽  
Content Type ◽  
Power And Control ◽  
Executive Remuneration ◽  
The Family ◽  
One Year ◽  
And Control

Purpose This study extensively aims to investigate the effects of different aspects of corporate governance (CG) mechanism, including board size, executive directors’ shareholdings, Chief Executive Officer (CEO) duality, a family member as the CEO and/or chairperson of the board, independent directors in remuneration committee and number of board meeting, on executive directors’ remuneration in small firms listed on Bursa Malaysia (BM). Design/methodology/approach The sample of this study consists of 173 bottom-listed companies from Bursa Malaysia in Year 2010. The Year 2010 was chosen because the disclosure of remuneration committee activities and directors’ pay structure is required under the revised Malaysia Code of Corporate Governance, 2007. Furthermore, the period selected is after the global economic crisis (2008), which may have an effect on the remuneration structure in small firms. The ordinary least squares regression was used to estimate the relationship between remuneration as dependent variable and other independent variables. Findings A finding from this study reveals that there is a significant positive relationship between executive ownership and executive remuneration, and between board size and executive remuneration. The results provide evidence that the family members manipulate power and control remuneration in small firms. This indicates that the independent directors are not truly independent to monitor and control the firm activities, including minimizing the excessive remuneration. Research limitations/implications This study examines how the corporate governance (CG) affects remuneration among 173 small firms in Malaysia based on market capitalization, for one year, 2010. Hence, the results may not be generalizable to other periods or types of the companies. This shows the possibility of the absence of some additional variables in the research model and hence a limitation to the findings of the study. Although the study is being parsimonious in the choice of relevant variables, prior literature serves the guide in the selection of the used variables. This therefore gives room for future research using the potential omitted variables. Furthermore, the study focuses on total remuneration, such as fees, salaries, bonuses and benefits in kind, which makes aggregate directors’ remuneration. However, this study did not consider the remuneration related to stock options. Finally, this study only uses secondary data; hence, it could be interesting to use other instruments to collect data like a questionnaire to add more weight to the research. This study only uses one-year data; therefore, impact of changes between years cannot be analysed. Originality/value Results of the study provide evidence that the family members manipulate power and control remuneration in small firms. They reduce the effectiveness of non-executive directors because most of them are appointed by a family member and not socially responsible to their stakeholders.

How corporate governance structures affect strategic change decisions

2018 ◽  
Vol 34 (4) ◽  
pp. 4-6
Keyword(s):  
Corporate Governance ◽  
Design Methodology ◽  
Reading Time ◽  
Strategic Change ◽  
Strategic Decision ◽  
Strategic Decision Making ◽  
Governance Structures ◽  
Content Type ◽  
Pertinent Information ◽  
Practical Implications

Purpose This paper aims to review the latest management developments across the globe and pinpoint practical implications from cutting-edge research and case studies. Design/methodology/approach This briefing is prepared by an independent writer who adds their own impartial comments and places the articles in context. Findings Major acquisitions involve strategic decision-making of the highest order. Companies most inclined toward such acquisitions tend to exhibit particular corporate governance structures. The CEO is invariably highly influential and this influence is strengthened by board and committee compositions which impact on levels of internal monitoring. Originality/value The briefing saves busy executives and researchers hours of reading time by selecting only the very best, most pertinent information and presenting it in a condensed and easy-to-digest format.

Investor protection: effects of takeover convergence

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Jyoti Dixit ◽  
Poonam Singh ◽  
Arunima Haldar
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
Investor Protection ◽  
Critical Role ◽  
Emerging Economy ◽  
International Standards ◽  
Governance Mechanism ◽  
Content Type ◽  
Global Standards ◽  
Corporate Governance Mechanism

Purpose Takeovers play a critical role as an external corporate governance mechanism to ensure investor protection. There is a long-standing debate on whether the convergence of corporate governance to global standards can enable emerging economies to ensure investor protection. This paper aims to analyse the evolution of the takeover code, namely, Securities Exchange Board of India’s Substantial Acquisition of Shares and Takeovers (2011) in India from the lens of investor protection. It then compares the takeover provisions in India, the USA, the UK, Singapore and Australia to examine the extent of convergence and its implications for investor protection. Design/methodology/approach Using a cross-national comparative analysis of takeover mechanisms in common law countries, the study analyses the extent and relevance of convergence in form. The focus of the comparison is on regulations governing offer size, offer price, creeping acquisition and initial trigger limit for the mandatory open offer. Findings The findings suggest that certain provisions such as the initial trigger threshold for the mandatory offer and the offer prices of the Indian takeover code are converging with the standards in common law countries. However, the offer price determination based on market prices may not reflect true market value in an inefficient market like India. Other provisions such as creeping acquisition and offer size are not only diverging from the international standards but are also inconsistent with the key objective of investor protections of the Indian regulator. Research limitations/implications Indian takeover regulation needs to converge to higher global standards to ensure adherence to improved investor protection. This needs to be done for the initial trigger limit for mandatory bid and offer prices, after accounting for the differences in institutional structure. The Indian regulators need to revisit provisions on the initial trigger, creeping acquisition to converge to the broader principle of investor protection. Originality/value This technical paper provides a comprehensive depiction of takeover mechanisms in an emerging economy context as a means of investor protection. Further using a comparative lens, it analyses the relevance of convergence of takeover laws. Thus, advances the theoretical knowledge of limited extant work on external corporate governance mechanism in an emerging economy context.

Corporate Governance, Firms’ Characteristics and Environmental Performance Disclosure Practices of Indian Companies

2019 ◽  
Vol 12 (2) ◽  
pp. 142-155
Author(s):  
Ritu Pareek ◽  
Krishna Dayal Pandey ◽  
Tarak Nath Sahu
Keyword(s):  
Corporate Governance ◽  
Environmental Performance ◽  
Positive Impact ◽  
Stock Exchange ◽  
Panel Data Analysis ◽  
Independent Directors ◽  
Regulatory Body ◽  
Board Size ◽  
The Public ◽  
Negative Effect

This study attempts to explore the effect of corporate governance parameters like board size and independent directors along with firm-specific characteristics such as age, size and profitability on the environmental performance disclosure of 38 National Stock Exchange (NSE) listed Indian non-financial companies for the period of 2013–2017. This study uses panel data analysis and finally documents a positive impact of board size and age of firm on the environmental performance disclosures of Indian companies. The study also finds a significant and negative effect of board independence on the environmental performance disclosure of such companies. The study based on its findings questions the role of independent directors as an internal regulatory body and suggests external regulatory specifications for better environmental performance and its disclosure to the public.

Online transparency and corporate governance in Spanish governmental agencies

2019 ◽  
Vol 43 (4) ◽  
pp. 653-675 ◽  
Author(s):  
Vicente Pina ◽  
Lourdes Torres
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Previous Literature ◽  
Independent Directors ◽  
Political Dimension ◽  
Content Type ◽  
Eu Directive ◽  
The Board Of Directors ◽  
Practical Implications ◽  
Spanish Legislation

Purpose Online transparency has become a tool to increase legitimacy and trust in governments. The purpose of this paper is to study the online transparency of Spanish Central Government agencies and analyze whether their corporate governance (CG) structures influence their online transparency. Design/methodology/approach The information used for building an online transparency index and about the board of directors has been collected from the websites of the 168 agencies and from their statutes and activity reports. Ordinary least squares analysis is used. Based on a previous literature review and the requirements of the EU Directive and Spanish legislation, 108 items included in the websites have been analyzed. Findings The average information displayed through the website agencies is significantly less than the information considered as relevant in previous literature and in the Spanish legislation. The highest values are presented by the technical dimensions and the lowest by the organizational/political dimension. The presence of independent directors and women on the boards of directors are revealed as the most important explanatory factors of online transparency. Practical implications Practical implications to improve online transparency are related to the organizational/political dimension – including the positions and CVs of members of governing bodies, minutes, etc. and to the presence of independent directors and, to a lesser extent, of women, on the board of directors. Originality/value The contribution of this paper is the identification of some online transparency determinants in public entities under the same general legal framework. This is the first paper that analyzes the relationship between online transparency and CG in public agencies.

scholarly journals Corporate governance and dividend pay-out policy in UK listed SMEs

2017 ◽  
Vol 25 (4) ◽  
pp. 459-483 ◽  
Author(s):  
Mohamed H. Elmagrhi ◽  
Collins G. Ntim ◽  
Richard M. Crossley ◽  
John K. Malagila ◽  
Samuel Fosu ◽  
...  
Keyword(s):  
Corporate Governance ◽  
Fixed Effects ◽  
Audit Committee ◽  
Gender Diversity ◽  
Negative Relationship ◽  
Corporate Board ◽  
Board Size ◽  
Content Type ◽  
Board Gender Diversity ◽  
Alternative Investment

Purpose The purpose of this paper is to examine the extent to which corporate board characteristics influence the level of dividend pay-out ratio using a sample of UK small- and medium-sized enterprises from 2010 to 2013 listed on the Alternative Investment Market. Design/methodology/approach The data are analysed by employing multivariate regression techniques, including estimating fixed effects, lagged effects and two-stage least squares regressions. Findings The results show that board size, the frequency of board meetings, board gender diversity and audit committee size have a significant relationship with the level of dividend pay-out. Audit committee size and board size have a positive association with the level of dividend pay-out, whilst the frequency of board meetings and board gender diversity have a significant negative relationship with the level of dividend pay-out. By contrast, the findings suggest that board independence and CEO role duality do not have any significant effect on the level of dividend pay-out. Originality/value This is one of the first attempts at examining the relationship between corporate governance and dividend policy in the UK’s Alternative Investment Market, with the analysis distinctively informed by agency theoretical insights drawn from the outcome and substitution hypotheses.

scholarly journals The effects of corporate governance mechanisms on the financial leverage–profitability relation

2019 ◽  
Vol 43 (4) ◽  
pp. 387-409
Author(s):  
Hanh Song Thi Pham ◽  
Duy Thanh Nguyen
Keyword(s):  
Corporate Governance ◽  
Panel Data ◽  
Emerging Market ◽  
State Ownership ◽  
Board Independence ◽  
Financial Leverage ◽  
Governance Mechanisms ◽  
Board Size ◽  
Content Type ◽  
Corporate Governance Mechanisms

Purpose This paper aims to investigate the moderating effects of corporate governance mechanisms on the financial leverage–profitability relation in emerging market firms. Design/methodology/approach The paper examines the impacts by estimating the empirical model in which a firm’s accounting profitability is a dependent variable, while financial leverage, board size, board independence, CEO duality, CEO ownership, state ownership and the interaction variables are predictors. The paper uses the panel data set of 295 listed firms in Vietnam in the period 2011-2015 and two key econometric methods for panel data, namely, the two-stage least square instrumental variable and general moments method. Findings The paper finds the evidence for the significant and positive effect of board size, board independence and state ownership on the financial leverage–profitability relation. The effect of CEO duality on the financial leverage–profitability relation tends to be negative, and the impact CEO ownership inclines to be positive, although both of them are statistically insignificant. The results are consistent across different estimation methods. Originality/value This paper is the first investigating the moderating effect of various corporate governance mechanisms on the financial leverage–profitability relationship in emerging market firms.

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