Corporate governance structure and strategic change: evidence from major acquisitions

2018 ◽  
Vol 44 (2) ◽  
pp. 222-240 ◽  
Author(s):  
Seung Hee Choi ◽  
Samuel H. Szewczyk

Purpose When major reallocations of the firm’s assets are necessary, a balance in the corporate governance structure favoring the CEO can be a necessary condition for planning and initiating major strategic moves. The purpose of this paper is to examine firms making major acquisitions to identify corporate governance elements that are particular to undertaking major strategic initiatives. Design/methodology/approach The authors test the proposition that firms making major strategic acquisitions will exhibit a corporate governance structure that is different in a number of its governance elements from firms making other acquisition decisions. The authors categorize the elements of corporate governance structures into CEO characteristics, internal monitoring, external monitoring and CEO compensation. Findings The authors find the propensity of acquiring firms to make major strategic acquisitions is abetted by the CEO’s attributes and compensation, by the structure of the audit committee and compensation committee, and by the firm’s prior financial performance. Originality/value The analysis of firms making major acquisitions presents the corporate governance dynamics of an environment that is conducive to strategic risk taking.

2018 ◽  
Vol 8 (4) ◽  
pp. 1-20
Author(s):  
Sonu Goyal ◽  
Sanjay Dhamija

Subject area The case “Corporate Governance Failure at Ricoh India: Rebuilding Lost Trust” discusses the series of events post disclosure of falsification of the accounts and violation of accounting principles, leading to a loss of INR 11.23bn for the company, eroding over 75 per cent of its market cap (Financial Express, 2016). The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. The case highlights the responsibility of the board of directors, audit committee and external auditors and discusses the changes required in the corporate governance structure necessary to ensure that such incidents do not take place. The case also delves into the classic dilemma of degree of control that needs to be exercised by the parent over its subsidiaries and freedom of independence given to the subsidiary board, which is a constant challenge all multinationals face. Such a dilemma often leads to the challenge of creating appropriate corporate governance structures for numerous subsidiaries. Study level/applicability The case is intended for MBA courses on corporate governance, business ethics and also for the strategic management courses in the context of multinational corporations. The case can be used to develop an understanding of the essential of corporate governance with special focus on the role of the board of directors, audit committee and external auditors. The case highlights the consequences and cost of poor corporate governance. The case can also be used for highlighting governance challenges in the parent subsidiary relationship for multinational corporations. The case can be used for executive training purposes on corporate governance and leadership with special focus on business ethics. Case overview This case presents the challenges faced by the newly appointed Chairman Noboru Akahane of Ricoh India. In July 2016, Ricoh India, the Indian arm of Japanese firm Ricoh, admitted that the company’s accounts had been falsified and accounting principles violated, leading to a loss of INR 11.23 bn for the financial year 2016. The minority shareholders were agitating against the board of directors of Ricoh India and were also holding the parent company responsible for not safeguarding their interest. Over a period of 18 months, Ricoh India had been in the eye of a storm that involved delayed reporting of financials, auditor red flags regarding accounting irregularities, a forensic audit, suspension of top officials and a police complaint lodged by Ricoh India against its own officials. Akahane needed to ensure continuity of Ricoh India’s business and also act quickly and decisively to manage the crisis and ensure that these incidents did not recur in the future. Expected learning outcomes The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. More specifically, the case addresses the following objectives: provide an overview of corporate governance structure; highlight the role of board of directors, audit committee and external auditors; appreciate the rationale behind mandatory auditor rotation; appreciate the consequences of poor corporate structure; explore the interrelationship between sustainability reporting and transparency in financial disclosures of a corporation; understand management and governance of subsidiaries by multinational companies; and understand the response to a crisis situation. Supplementary materials Teaching notes are available for educators only. Please contact your library to gain login details or email [email protected] to request teaching notes. Subject code CSS 11: Strategy.


2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Navaz Naghavi ◽  
Saeed Pahlevan Sharif ◽  
Hafezali Bin Iqbal Hussain

PurposeThis study seeks to add more insights to the debate on “whether”, “how”, and “under which condition” women representation on the board contributes to firm performance. More specifically, the current study aims to investigate if the effect of board gender diversity on firm performance is dependent on macro factors of national cultures.Design/methodology/approachThe authors used the generalized method of moments regression and a data set consists of 2,550 company year observations over 10 years.FindingsThe results indicated that cultural variables interact with board diversity to influence firm performance. Having women on the board in countries with high power distance, individualist, masculine and low-uncertainty avoidance culture influences the firm performance negatively.Originality/valueThe findings indicate that the effects of corporate governance structure on firm performance depends on culture-specific factors, providing support for the argument that institutional norms that are governed by cultural norms affect the effectiveness of corporate governance structure.


2019 ◽  
Vol 26 (1) ◽  
pp. 312-330
Author(s):  
Abimael Rondon Do Nascimento ◽  
Roquemar de Lima Baldam ◽  
Lourenço Costa ◽  
Thalmo de Paiva Coelho Junior

Purpose The performance of the state machine has been the subject of research and innovative practices, which seek to explore its sources of knowledge and improve its internal processes. Business governance and business process management (BPM) occupy a prominent position in these studies. The purpose of this paper is to analyze the full implementation of the Unified BPM Cycle in operational activities to recover federal public credit, from the implementation of the corporate governance structure to the audit of the processes implemented. Design/methodology/approach The case was developed in a federal public advocacy body and used a predominantly qualitative multi-method approach. The phases were organized using the research project matrix, and the predominant research procedure was action research. The information was obtained through questionnaires, observation and focus groups. Findings A corporate governance structure was designed for the activities surveyed. Papers and responsibilities were defined. Processes were prioritized, improved and documented, and as a result of the implemented control, personal and organizational results gained greater visibility. Research limitations/implications Because this is a single case study, it would be advisable to apply the method used in similar organizations to enrich the analysis presented in this study and compare the results. Practical implications This paper contributes to the consolidation of the knowledge about the practical application of the researched subjects and foments the applied research to the public management. Originality/value This paper describes an empirical case study about the integrated application of activity governance and the Unified BPM Cycle in operational activities and studies all phases of implementation, providing a broader perspective of their impact on these activities. The road map used can serve as a reference for future research in the area of public credit recovery.


2011 ◽  
Vol 1 (1) ◽  
pp. 1-6
Author(s):  
Mingchuan Ren

Subject area Accounting, corporate governance, business ethics. Study level/applicability MBA and EMBA. Case overview China has largely changed its accounting practice in line with international norms. But its corporate governance structure continued to be administratively driven. Many Chinese-listed companies, especially big ones, are transformed from state-owned enterprises, with the government as their largest shareholder. It is no exception to Company C. Then what is the common pattern of accounting behaviour in China? An insight could be drawn by analysing this case. Expected learning outcomes Highlight two issues in point, namely accounting issue and governance issue. Chinese companies are now allowed to choose their accounting policies, while their top decisions are subject to government policies. Identify Company C's creative accounting by discussing China's accounting reform. In this regard, China has been relatively robust in terms of dropping its own practice and adopting western one. Discuss the corporate governance issues unveiled. What are company's performance criteria? Are they clearly established and enforced? And what about government's decision to change CEO twice in less than one year? What are the impacts on CEO's behaviour? Supplementary materials Teaching note.


Author(s):  
Christina Dwi Astuti ◽  
Fajar Eka Yuniarto

<p><em>The objective of this research is analyzing the influence of Corporate Governance mechanism to the probability of financial distressed firms and the difference influence of Corporate Governance' structure between financially and non financially distressed firms in manufacturing companies listed at Indonesia Stock Exchange in 2004 - 2006. This research data obtained 148 companies, in which is consisted of 55 financially distressed firms and 93 non financially distressed firms using judgment purposive sampling method. By</em>a<em>= 5%, this research using Logistic Test and Mann-Whitney Test and One sample T -test to analyze the hypothesis. The result shows that the board of commisioner, board of directors, audit committee, independent commissaries, turnover of directors, institutional ownership, and total asset doesn't have influence to probability of financially distressed firms. Meanwhile to see the difference Corporate Governance structure between financially distressed firm and non financially distressed firm shows that only the size of board directors has significant difference between two groups.</em></p>


Author(s):  
Rina Mudjiyanti ◽  
Arini Hidayah ◽  
Erny Rachmawati

The purpose of this study is to examine the effect of institutional ownership, board of directors, and audit committee, which are proxies of corporate governance structure, and firm size on firm performance. Company performance is measured using profitability. The sample of this study, companies listed in the Jakarta Islamic Index (JII) from 2017 to 2018. The ROA data in this study ignores the positive and negative ROA values. Hypothesis testing using regression analysis found empirical evidence that institutional ownership and board of directors variables do not affect ROA. While the audit committee variable has a positive effect on ROA, the firm size variable negatively impacts ROA. Keywords                    : Institutional Ownership; Board Of Directors; Audit Committee; Company  Size; ProfitabilityCorrespondence to      : [email protected] Tujuan penelitian ini menguji pengaruh kepemilikan institusional, dewan direksi, dan komite audit yang merupakan proksi struktur corporate governance, dan ukuran perusahaan terhadap kinerja perusahaan. Kinerja perusahaan diukur menggunakan profitabilitas. Sampel penelitian ini, perusahaan yang terdaftar dalam Jakarta Islamic Indeks (JII) selama periode 2017 sampai 2018. Data ROA dalam penelitian ini mengabaikan nilai ROA positif dan negatif. Pengujian hipotesis menggunakan analisis regresi ditemukan bukti empiris bahwa variabel kepemilikan institusional dan dewan direksi tidak berpengaruh terhadap ROA. Sedangkan variabel komite audit berpengaruh positif terhadap ROA, dan variabel ukuran perusahaan berpengaruh negatif terhadap ROA.Kata kunci      : Kepemilikan Institusional; Dewan Direksi; Komite Audit; Ukuran Perusahaan; Profitabilitas


2019 ◽  
Vol 19 (2) ◽  
pp. 353-371 ◽  
Author(s):  
Seung Hee Choi ◽  
Samuel H. Szewczyk ◽  
Maneesh Chhabria

PurposeWhen major reallocations of the firm’s assets are strategically necessary, the corporation’s decision system is perhaps put to its severest test. This paper aims to argue that a relevant balance in the corporate governance structure is highly important to assure those strategic decisions taken are successful and economically beneficial to shareholders’ wealth.Design/methodology/approachThis study examines US firms making major acquisitions resulting in large losses or large gains and identify weaknesses and strengths in their respective governance structures.FindingsFirms making large loss acquisitions demonstrate a balance in the corporate governance structure that heavily favors the CEO. Firms making large gain acquisitions present a more efficient balance in the configuration their corporate governance dynamics. Finally, the authors present evidence that making a major acquisition triggers rebalancing of the corporate governance dynamics to increase the effectiveness of monitoring the implementation of the acquisition. The authors find firms making large loss acquisitions make more extensive changes in the professional expertise on their boards.Originality/valueThis study provides a broad understanding of the role of corporate governance by examining overall governance dynamics and offers how one corporate governance structure does not fit all firms, at all times, in all circumstances. Instead, timely imbalances within the configurations of corporate governance dynamics over the major strategic acquisition process can be consistent with the goal of increasing shareholders’ wealth.


2014 ◽  
Vol 8 (3) ◽  
pp. 313-332 ◽  
Author(s):  
Ming-Tien Tsai ◽  
Wen-Hui Tung

Purpose – This study aims to explore the effects of corporate governance structure and resources on foreign direct investment (FDI) commitment and firm performance. Design/methodology/approach – The data are collected from high-tech firms listed by the Taiwan Stock Exchange. All selected 137 firms have complete FDI and other required data during 2007-2009. The mean values of the variables during the three-year period were used for analysis. Findings – The results indicate that both chief executive officer (CEO) duality and government shareholding affect a firm’s FDI; and the higher the management shareholding ratio, the lower the return on equity. Moreover, a large ownership of substantial shareholders can enhance a firm’s performance; and higher institutional ownership can lead to higher firm performance. Research limitations/implications – This study analyses the limited data from 137 high-tech firms in Taiwan during the three-year period of 2007-2009. Further analyses of other industries, countries and time periods are needed to generalize the conclusions. Practical implications – A firm with CEO duality should increase the ratio of government holding to mitigate the influence of CEO on FDI decisions. When a firm’s performance is poor, the ratio of managerial holdings should be reduced; conversely, the firm could attract more holdings from domestic securities and funds to improve performance. Originality/value – This study provides guidelines for shareholders to analyze governance structure and formulate their investment strategies. Corporate policymakers may use these as the principles for designing a corporate governance structure that could engender optimal firm performance.


2014 ◽  
Vol 10 (1) ◽  
pp. 49-59 ◽  
Author(s):  
Mohammed M. Soliman ◽  
Aiman A. Ragab ◽  
Mohammed B. Eldin

Recent financial international scandals have generated hyped interest in the area of corporate governance as a mean to mitigate financial problems faced in developing nations. The purpose of this study is to examine the link between corporate governance structure and firm’ financial performance in Egypt. The data for analysis are gathered from manual review of the financial statements and websites of the thirty enterprises that make up the (EGX 30) covering the four years period 2007-2010. Results from the study indicate that board size; the presence of audit committee; and audit quality significantly have relationship with firm’ financial performance measured by ROA and ROE. The results also, indicate that board independence; and institutional ownership have no significant correlation with firm’ financial performance. For CEO duality, the results indicate that CEO duality has a positive impact upon companies’ financial performance measured by ROE, at the same time, is not correlated with the ROA measure of financial performance. This study is important because it offers evidence on the impact of corporate governance structure on firm financial performance. In addition, it provides useful information that is of great value to policy makers, academics and other stakeholders.


Sign in / Sign up

Export Citation Format

Share Document