scholarly journals Principal-principal conflicts leading to activism of a large government-owned investor in Brazil

2021 ◽  
Vol 5 (1) ◽  
pp. 15-21
Author(s):  
Bruno Elmôr Duarte ◽  
Ricardo Pereira Câmara Leal
Keyword(s):  
Corporate Governance ◽  
Government Policy ◽  
Poor Performance ◽  
Ownership Concentration ◽  
Minority Shareholders ◽  
Trade Off ◽  
Legal Proceedings ◽  
Brazilian Government ◽  
And Performance

This article analyzes conflicts between principals that led to activism by one large Brazilian government-owned investor as a minority shareholder and verifies the antecedents, means employed, apparent motivations, and effectiveness of its reactions (Goranova & Ryan, 2014). It examines the cases of three large high ownership concentration listed companies using solely public sources. Poor performance was a frequent conflict antecedent. No evident trade-off between activism and corporate governance (CG) practices emerged. High ownership concentration influenced the way the investor reacted and its success because opposition through internal CG mechanisms was usually not successful and led to legal proceedings. The limitations of the regulatory framework became evident from the mixed outcomes of these proceedings. The investor was not exclusively financially motivated and it occasionally opposed the interests of other minority shareholders to follow government policy. These findings illustrated how high ownership concentration rendered difficult the mitigation of principal-principal conflicts even for a large government-owned investor and help explain the failure of previous econometric studies to relate activism, quality of CG practices and performance (Young, Peng, Ahlstrom, Bruton, & Jiang, 2008)

scholarly journals Concentração de propriedade e qualidade da governança da empresa brasileira

2015 ◽  
Vol 13 (3) ◽  
pp. 438 ◽  
Author(s):  
Isac De Freitas Brandão ◽  
Vicente Lima Crisóstomo
Keyword(s):  
Corporate Governance ◽  
Good Governance ◽  
Generalized Method Of Moments ◽  
Ownership Concentration ◽  
Minority Shareholders ◽  
Governance Practices ◽  
Corporate Governance Quality ◽  
The Relationship ◽  
Negative Linear Relationship

The relationship between ownership concentration and corporate governance quality is analyzed in Brazil. Models are estimated by the system generalized method of moments (GMM) for a balanced panel of 85 companies in the period 2010-2013. The results indicate that the concentration of ownership has an adverse effect on the quality of corporate governance, as measured by an index based on 28 voluntary good governance practices. The negative linear relationship indicates that large shareholders are unfavorable to adoption of best corporate governance practices. Additionally, the negative quadratic relationship reinforces this result to high levels of concentration highlighting the possibility of expropriation of minority shareholders. Less ownership concentration favors the quality of corporate governance suggesting that the need for coalition to control decreases the power of the main shareholder, possibly helping to alleviate the conflict between controlling and minority shareholders under the principal-principal agency model theoretical framework.

Board Effectiveness: An Evaluation based on Corporate Governance Score

Think India ◽  
2015 ◽  
Vol 18 (1) ◽  
pp. 16-23
Author(s):  
Hitesh Shukla ◽  
Nailesh Limbasiya
Keyword(s):  
Corporate Governance ◽  
Good Governance ◽  
Sustainable Growth ◽  
Governance Mechanism ◽  
Minority Shareholders ◽  
Effective Governance ◽  
Performance Orientation ◽  
Corporate Governance Mechanism ◽  
And Performance ◽  
Ethical Governance

Growth, progress, and prosperity of any country depend highly on the corporate governance mechanism of that country. Good governance of a country helps it to sustainable growth and consistency in progress. The good governance should contribute towards the improvement in transparency, ethics, morality, and disclosure. The principles of good governance stand on honesty, trust, integrity, openness, and performance orientation. Our honorable Prime Minister Narendra bhai Modi had given the three E for good governance during his speech on Independence Day i.e. Effective Governance, Electronic Governance, and Ethical Governance. The fundamental concern of corporate governance mechanism is to ensure the protection of minority shareholders/owners of specific firms. Mechanism of a corporate governance specifies the relations among the shareholders, board of directors, and managers. The present paper is an attempt to evaluate the effectiveness of the board by calculating the corporate governance score. The mandatory and non-mandatory guidelines have been considered while assigning points to specific parameters of the corporate governance.

scholarly journals Corporate Governance Role in Improving the Financial Information Quality within the Saudi Electricity Company: دور حوكمة الشركات في تحسين جودة المعلومات المحاسبة في الشركة السعودية للكهرباء

2020 ◽  
Vol 4 (1) ◽  
Author(s):  
Arwa Hassan Baabbad
Keyword(s):  
Corporate Governance ◽  
Significant Relationship ◽  
Information Quality ◽  
Survey Methodology ◽  
Governance System ◽  
And Performance ◽  
The Right ◽  
Descriptive Survey ◽  
The Impact

The present study aimed to find out the role of corporate governance in improving the quality of information in the Saudi Electricity Company. The researcher used the descriptive survey methodology. As to achieve the study objectives، the researcher utilized the questionnaire tool، in which the study sample (50) members of SEC distributed into employees، managers and decision makers. The study concluded to many results، among of which are: there is a statistically significant relationship between the availability of corporate governance system and performance improvement of the Saudi Electricity Company، there is a statistically significant relationship between corporate governance and appropriateness in improving the performance of the Saudi Electricity Company، it was also found that there is a statistically significant relationship between corporate governance and optimal disclosure in improving the performance of Saudi Electricity Company. The study also found that there is a statistically significant relationship between corporate governance and the right timing in improving the performance of the Saudi Electricity Company. The study suggested number of recommendations، among of which are: the importance of the shareholding companies to comply with the corporate governance regulations considering the interest of companies and their shareholders and all other parties benefiting from the financial statements، attempting to take advantage of the multiple benefits of corporate governance and expand its application in the various economic units in Saudi Arabia، conduct studies on companies that applies the requirement of the Corporate Governance Regulations، and the impact of the application of corporate governance on the shares of these units to find out the relationship between the quality of accounting information in light of the application of corporate governance and the stock market from another angle، imposing deterrent penalties concerning the Corporate Governance Regulations on companies that did not apply this regulation.

scholarly journals Large pension funds and the corporate governance practices of Brazilian companies

2012 ◽  
Vol 9 (2) ◽  
pp. 76-84 ◽  
Author(s):  
Rodrigo Miguel de Oliveira ◽  
Ricardo Pereira Câmara Leal ◽  
Vinicio de Souza Almeida
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Pension Funds ◽  
Brazilian Government ◽  
Good Corporate Governance ◽  
Political Views ◽  
Governance Practices ◽  
Corporate Governance Quality ◽  
The Impact

We do not find any consistent evidence that the presence of the largest Brazilian pension funds as relevant shareholders is associated to higher corporate governance scores by public Brazilian companies. Even though companies with institutional investors as relevant shareholders presented a higher average corporate governance score than other companies, they were also larger and had greater past profitability than other companies, which are common attributes of firms with better corporate governance according to the literature. The impact of Brazilian institutional investors on the corporate governance quality of their investees is either negligible or cannot be captured by the proxies we employed. Finally, we note that these two pension funds may represent the policy and political views of the incumbent Brazilian government and that the actions of their board appointees may or not reflect what is understood as good corporate governance practices.

scholarly journals Mechanisms of corporate governance and performance: analysis of public companies listed in BM&FBovespa

2017 ◽  
Vol 16 (3) ◽  
pp. 1161-1184
Author(s):  
Josimar Pires Da Silva ◽  
Mariana Pereira Bonfim ◽  
Rafael Martins Noriller ◽  
Carlos Vicente Berner
Keyword(s):  
Corporate Governance ◽  
Performance Analysis ◽  
Financial Statements ◽  
Public Companies ◽  
The Public ◽  
Corporate Governance Mechanisms ◽  
The Government ◽  
And Performance ◽  
Future Reference

AbstractThe objective of this research is to verify the level of relationship between the mechanisms of corporate governance and the performance of the companies of the public subsector, listed on BM&FBovespa. The research was based on the financial statements from 2010 to 2014, obtained on the BM&FBovespa website, resulting in a sample of 63 companies with 315 observations. In order to calculate the performance proxy of the company, the ROA was used, and for the calculation of the proxies of the corporate governance mechanisms were used for the quality of the audit, the concentration of ownership in common shares and preferred shares, participation in the levels of governance of BM&FBovespa, number of shares held by the government and number of directors in the Board, adapted from the Mollah and Zaman (2015) survey. Convergence with national and international research, the findings of the study showed that such variables as quality of profit, concentration of ownership in preferred shares, participation in governance levels and size of the Board are positively related to the performance of the company; already a concentration of ownership in common shares and number of shares held by the government are negatively related to performance. For future reference, it is recommended to expand other sectors of the market as well as to use other mechanisms of corporate governance, presented in the literature.Keywords: Corporate Governance. Performance. Public Subsector.Mecanismos de governança corporativa e desempenho: análise das companhias do subsetor de utilidade pública listadas na BM&FBovespa Resumo O objetivo da pesquisa foi o de verificar o nível de relação entre os mecanismos de governança corporativa e o desempenho das empresas do subsetor de utilidade pública, listadas na BM&FBovespa. A pesquisa teve como base os dados das demonstrações financeiras de 2010 a 2014, obtidas no sítio eletrônico da BM&FBovespa, resultando assim, em uma amostra de 63 empresas, com 315 observações. Para o cálculo da proxy de desempenho da empresa foi utilizado o ROA, e para o cálculo das proxies dos mecanismos de governança corporativa foram utilizadas a qualidade da auditoria, concentração de propriedade em ações ordinárias e em ações preferenciais, participação nos níveis de governança da BM&FBovespa, número de ações mantidas pelo governo e número de diretores no Conselho, adaptado da pesquisa de Mollah e Zaman (2015). Convergente com pesquisas nacionais e internacionais, os achados desse estudo evidenciaram que as variáveis qualidade do lucro, concentração de propriedade em ações preferenciais, participação nos níveis de governança e tamanho do Conselho são positivamente relacionados com o desempenho da empresa; já a concentração de propriedade em ações ordinárias e o número de ações mantidas pelo governo são negativamente relacionadas com o desempenho. Para pesquisas futuras, recomenda-se ampliar a outros setores do mercado bem como utilizar outros mecanismos de governança corporativa, presentes na literatura.Palavras-chave: Governança Corporativa. Desempenho. Utilidade Pública.

Political connections, ownership structure and quality of governance

2017 ◽  
Vol 13 (4) ◽  
pp. 358-377 ◽  
Author(s):  
Saidatou Dicko
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Political Connections ◽  
Minority Shareholders ◽  
Content Type ◽  
Compensation Structure ◽  
Theoretical Contribution ◽  
Concentrated Ownership ◽  
Quality Of Governance

Purpose The purpose of this paper is to ask the following question: is there a link between being politically connected, the quality of governance and the company’s ownership structure? Design/methodology/approach The author then examined Canadian companies from the S&P/TSX index for the year 2015. Findings Political connectedness is significantly associated with lower quality of governance in relation to shareholders’ rights; ownership concentration is associated with lower quality of governance in relation to the overall governance, board of directors, shareholders’ rights and compensation structure indices; ownership structure does not mediate the relationship between political connections and quality of governance; and number of political connections through the executive is associated with less risky governance practices in relation to compensation structure; in other words, when members of the executive are politically connected, the firm adopts better compensation practices. Research limitations/implications The time limitation is the main weakness of this study and probably the cause of observed mitigated results. Practical implications The author hope that the results will inform regulators on the need not only to further regulate the business-politics relationship, but also to consider the specific traits of concentrated ownership companies and the most critical aspects of corporate governance in politically connected firms, such as shareholders’ rights, particularly those of minority shareholders. For example, an intriguing case to investigate in the Canadian context would be Pierre Karl Péladeau’s foray into Quebec politics and the controversy ignited by his political bid in light of his position as majority shareholder (75 percent) in communications giant Quebecor Inc. Social implications In fact, the results shown that concentrated ownership firms have lower governance quality than non-concentrated ones. Furthermore, in a concentrated ownership context, the minority shareholders’ rights could be threatened. In this sense, the results also shown that shareholders’ rights seem to be the most critical governance issue for the politically connected Canadian firms. These results are therefore the indication that Canadian financial market regulators must take action about politically connected and concentrated ownership firms in order to further protect minority shareholders’ rights. Originality/value This study makes a double theoretical contribution by enriching the literature on corporate governance and by providing one of the first investigations into the direct and comprehensive relationships between political connections, governance and ownership structure.

scholarly journals Quality of governance and the construction of governance indices: evidence from Spain

2007 ◽  
Vol 5 (1) ◽  
pp. 355-371
Author(s):  
Eloisa Pérez de Toledo ◽  
Evandro Bocatto
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Investor Protection ◽  
Extensive Literature ◽  
Firm Level ◽  
Public Companies ◽  
Corporate Governance Mechanisms ◽  
And Performance ◽  
Future Growth

Corporate governance is a set of mechanisms relevant to economic efficiency since it can minimize agency problems. The question is to determine how governance and firm performance interact. Recent research shows that firm-level corporate governance mechanisms are more important in countries with low investor protection, suggesting that firms can partially compensate for ineffective legal environments. Within this context, the objective of this paper is to construct a robust proxy for quality of corporate governance for the Spanish public companies. Thus, after providing an extensive literature review on the field of corporate governance and its interaction with firm performance, we construct a governance index (GOV-I) for a sample of 97 Spanish non-financial public companies. Finally, we assess the determinants of governance in the case of Spain. The results show a significant relationship between governance and performance, future growth opportunities and size, demonstrating that Spanish firms adopt better standards of governance to compensate for the low level of investor protection holding in the country.

scholarly journals Índice de Governança Corporativa, Desempenho e Valor da Firma no Brasil

2005 ◽  
Vol 3 (1) ◽  
pp. 1 ◽  
Author(s):  
André Luiz Carvalhal da Silva ◽  
Ricardo Pereira Câmara Leal
Keyword(s):  
Corporate Governance ◽  
Return On Assets ◽  
Good Corporate Governance ◽  
Total Capital ◽  
Significant Difference ◽  
Governance Practices ◽  
And Performance ◽  
And Control ◽  
High Degree

This study investigates the relationship between the quality of a firms corporate governance practices and its valuation and performance, through the construction of a broad firm-specific corporate governance index for Brazilian listed companies. The empirical results indicate a high degree of ownership and control concentration. We can also note a significant difference between the voting and total capital owned by the largest shareholders, mainly through the existence of non-voting shares. Panel data results indicate that less than 4% of Brazilian firms have good corporate governance practices, and that firms with better corporate governance have significantly higher performance (return on assets). There is also positive relationship between Tobin’s Q and better corporate governance practices although the results are not statistically significant.

scholarly journals Ownership structure and performance: A comparison of different corporate governance systems

2005 ◽  
Vol 2 (4) ◽  
pp. 76-85 ◽  
Author(s):  
Alberto de Miguel Hidalgo ◽  
Julio Pindado ◽  
Chabela de la Torre
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Ownership Concentration ◽  
Institutional Factors ◽  
Insider Ownership ◽  
Market For Corporate Control ◽  
Governance Systems ◽  
The World ◽  
And Performance ◽  
The Relationship

This paper analyses how the main institutional factors characterizing corporate governance systems around the world affect the relationship between ownership structure and firm performance. Our analysis gives rise to the following remarks. First, ownership concentration and insider ownership levels are determined by several institutional features such as investor protection, development of capital markets, activity of the market for corporate control, and effectiveness of boards. Second, the relationship between ownership concentration and performance is not directly affected by these institutional factors. Third, there is, however, a direct influence of corporate governance characteristics on the relationship between insider ownership and performance.

scholarly journals Corporate governance and firm performance: New evidence from Brazil

2011 ◽  
Vol 8 (4) ◽  
pp. 527-531
Author(s):  
Mariana Vieira ◽  
Andre Carvalhal da Silva ◽  
Otavio Figueiredo
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Positive Relation ◽  
Academic Literature ◽  
Future Performance ◽  
Quality Of Governance ◽  
And Performance ◽  
New Evidence ◽  
The Relationship

The relationship between governance and firm performance has been vastly studied in the academic literature. Although most studies indicate a positive relation between governance and performance, this result is not clear and conclusive to many experts. This paper uses a new methodology to analyze the relation between governance and performance. We compute the change in the quality of governance and classify the firms into three groups (positive, neutral and negative variation). Then we calculate the current and future performance for each group and check if there is a relation between changes in governance and firm performance. Analyzing Brazilian data from 2002 to 2008, our results indicate that positive (negative) changes on corporate governance are associated with positive (negative) changes on firm performance

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