scholarly journals Compliance with Corporate Governance Best Practice. The Perspective of Ownership Structure

2019 ◽  
pp. 9-26
Author(s):  
Maria Aluchna ◽  
Emilia Tomczyk
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Audit Committee ◽  
Best Practice ◽  
Transition Economy ◽  
Independent Directors ◽  
Board Governance ◽  
Board Committees ◽  
Concentrated Ownership ◽  
Compliance Policy

The article examines compliance with corporate governance best practice in the post transition economy addressing the heterogeneity of interests of different shareholders. On the basis of the agency theory, we suggest that in the concentrated ownership environment the principal-principal conflict results in lower compliance with the corporate governance code. More specifically, since compliance with best practice requires introducing independent directors and in that sense shifts control from shareholders to the board, we hypothesize that companies characterized by concentrated ownership and the dominant position of the founder/individual investor are reluctant to comply with board governance best practice. To evaluate our hypotheses, we explore compliance with board governance best practice with respect to the presence of independent directors, formation of an audit committee and other specialized board committees (remuneration, risk, strategy). We test the link between the compliance with the code and the ownership structure. Our analysis supports the principal-principalconflict argument and shows that companies with concentrated ownership and founder control do not comply with the board governance best practice. We believe this article contributes to the existing literature twofold. Firstly, we identify the patterns of corporate governance best practice implementation in the post socialist, post transition, emerging economy and depict the dynamics of the compliance with the code guidelines. Secondly, we show that the principal-principal conflict addresses the compliance policy of listed companies and results in various approaches to corporate governance conformity.

scholarly journals Corporate Governance Mechanisms and Firm Performance in Saudi Arabia

2021 ◽  
Vol 12 (3) ◽  
pp. 446
Author(s):  
Helmi A. Boshnak
Keyword(s):  
Corporate Governance ◽  
Saudi Arabia ◽  
Firm Performance ◽  
Audit Committee ◽  
Audit Committees ◽  
Independent Directors ◽  
Governance Mechanisms ◽  
Concentrated Ownership ◽  
Corporate Governance Mechanisms

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.

Does audit committee substitute or complement other corporate governance mechanisms

2017 ◽  
Vol 32 (7) ◽  
pp. 658-681 ◽  
Author(s):  
Yousef Hassan ◽  
Rafiq Hijazi ◽  
Kamal Naser
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Audit Committee ◽  
Negative Relationship ◽  
Governance Mechanisms ◽  
Governance System ◽  
African Countries ◽  
Content Type ◽  
Board Characteristics ◽  
Corporate Governance Mechanisms

Purpose The purpose of this paper is to examine the relation between audit committee (AC) and a set of other corporate governance mechanisms in one of the emerging economies, United Arab of Emirates (UAE). In particular, the current study examines whether an effective AC can serve as a substitute or as a complement mechanism to board characteristics and ownership structure of Emirati listed non-financial companies. Design/methodology/approach Using substitution and complementary theories, a panel data from 48 nonfinancial companies listed on the UAE Stock Exchanges [Abu Dhabi Stock Exchange and Dubai Financial Market] during the period between 2011 and 2013 were used in the current study. A composite measure of four proxies has been used to measure the AC effectiveness, namely, AC size, independence, financial expertise and diligence. To test the hypotheses formulated for the study, a logistic regression model was used to identify the influence of a set of board characteristics and ownership structure variables on the effectiveness of the AC after controlling for firm size, auditor type, industry type and profitability. Findings While AC effectiveness appeared to be positively associated with board size and board independence, it is negatively associated with CEO duality. This points to a complementary governance relation. On the other hand, the negative relationship between AC effectiveness and each of institutional and government ownership suggests substitutive relations. Research limitations/implications The main shortcoming of the current study is that it examines the influence of a certain set of corporate governance factors on the effectiveness of AC. Other corporate governance mechanisms may, however, contribute to the effectiveness of AC. The findings of the study can be used by companies’ managements and regulators in the UAE to improve the corporate governance system. Originality/value To the best of researchers’ knowledge, this study provides the first evidence about the interaction among multiple governance mechanisms required by the code of corporate governance issued by the UAE Ministry of Economy in 2009. The current paper is expected to add to the limited AC literature in Middle East and North African countries in general and Arab World in particular.

scholarly journals Three Essays on Corporate Governance in China

2021 ◽  
Author(s):  
◽  
Zonghao Chen
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
State Ownership ◽  
Independent Directors ◽  
Women Directors ◽  
Director Compensation ◽  
Public Firms ◽  
Listed Firms ◽  
Director Characteristics ◽  
Chinese Public

<p>This thesis consists of three empirical papers on corporate governance in Chinese listed firms. The first essay examines the influence of director characteristics and ownership structure on director compensation. Over the period 2005 through 2015, we find that director compensation in Chinese listed firms is influenced by both director characteristics and ownership structure. We measure director compensation by both the propensity to be paid and the level of compensation. For independent directors, we find that director busyness, tenure, and ownership concentration positively influence and state-ownership negatively influences director compensation. For non-independent directors, we find that tenure positively influences and that both state-ownership and related directors negatively influence director compensation. Lastly, our evidence suggests that women directors in China are not underpaid.  The second essay examines the influence of rookie independent directors on board functions and firm performance in Chinese public companies from 2008 to 2014. We find that rookie independent directors attend more board meetings than seasoned independent directors. Independent directors with higher board meeting attendance are more likely to remain in the firm in the following year (lower turnover rate). This influence of board attendance on re-appointment is stronger for rookie independent directors. Further, we find that boards with more rookie independent directors tunnel less to controlling shareholders, suggesting that rookie independent directors are efficient monitors. Lastly, we find that firms with more rookie independent directors are associated with higher accounting returns.  In the third essay, we investigate the influence of board networks on directors’ career outcomes in Chinese public firms from 2005 to 2014. We find that board connections increase compensation for independent directors. We find that board connections are positively associated with director turnover for non-related directors, but negatively associated with director turnover for related directors. Further, we find that board connections lead to additional future directorships. Overall, we find that board connections both directly lead to higher compensation and indirectly through labor mobility and additional board seats.</p>

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.

scholarly journals Implementation of Social Culture in Corporate Governance: A Literature Study

2019 ◽  
Vol 11 (1) ◽  
pp. 293
Author(s):  
Mukhtaruddin Mukhtaruddin ◽  
M. Adam ◽  
Isnurhadi Isnurhadi ◽  
Luk Luk Fuadah
Keyword(s):  
Corporate Governance ◽  
Ownership Structure ◽  
Audit Committee ◽  
Literature Study ◽  
Social Culture ◽  
The Public ◽  
Good Corporate Governance ◽  
The People ◽  
Governance Index

Good corporate governance (GCG) is a principle implemented by the company to ensure that the interests of stakeholders are not neglected. GCG consists of five main pillars which are transparency, accountability, responsiveness, independency, and fairness. In Indonesia, GCG implementation has not been effective enough as it is only necessarry for large companies and the public. The instrument used to assess GCG implementation is not appropriate either, examples of such are its portion, the existence and role of independent commissioners, portion, the existence and role of the audit committee, and ownership structure. This paper analyzes the implementation of culture found in Indonesian people living in GCG system. With the implementation of this social culture, the corporate GCG is better in its implementation because it is built on the noble values of the people. It then became the Pancasila which is the philosophy of Indonesia as such the the GCG implementation is accessed using the Pancasila Corporate Governance Index (PCGI).

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 Blockholders and Firm Performance: A Malaysian Evidence

2019 ◽  
pp. 18-26
Author(s):  
Imani Mokhtar ◽  
Sharifah Raihan Syed Mohd Zain ◽  
Jarita Duasa ◽  
Azhar Mohamad
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Panel Data ◽  
Performance Measure ◽  
Ownership Concentration ◽  
Independent Directors ◽  
Board Governance ◽  
Listed Firms ◽  
Regulatory Bodies ◽  
Investment Portfolios

This study enhances the corporate governance literature by investigating the influence of blockholders on firm performance. Employing panel data estimations, this study works on a sample of 526 non-financial listed firms in Malaysia from 2006 to 2015. Overall, our findings reveal that firm performance is negatively associated with blockholders presence but positively related to blockholders total ownership concentration. Further examinations reveal that identity of blockholders matters in influencing performance of the firm. We also found that board governance mechanisms particularly independent directors and CEO duality play a significant monitoring role in relation to firm performance. More importantly, our findings are robust to a wide variety of performance measure which includes accounting, market and value based measures. Finally, findings of our study could facilitate the regulatory bodies and firm managers in promoting better and effective corporate governance in Malaysia. Investors may also benefit from our findings in understanding corporate governance of Malaysian firms and thus diversify their investment portfolios.

scholarly journals Earnings management, corporate governance, and ownership structure of Philippine initial public offerings

2021 ◽  
Vol 18 (4) ◽  
pp. 175-191
Author(s):  
Angelo O. Burdeos
Keyword(s):  
Corporate Governance ◽  
Earnings Management ◽  
Initial Public Offerings ◽  
Ownership Structure ◽  
Stock Exchange ◽  
The Philippines ◽  
Ownership Concentration ◽  
Independent Directors ◽  
Ceo Duality ◽  
Public Offerings

Prior studies examined the effect of corporate governance variables on discretionary current accrual, the most widely used measurement of earnings management. The principal-agent conflict implies that the size of the board, the percent of independent directors, CEO duality, and auditor prestige limit discretionary current accruals (DCA). This paper extends past studies by examining the effect of ownership structure on discretionary current accruals. The study determines the level of income-increasing earnings management of initial public offerings (IPOs) in the Philippines and the factors that explain it. Particularly, the paper examines the effect of ownership concentration and largest shareholder ownership on discretionary current accruals. The study uses a final sample of 105 IPO firms in Philippine Stock Exchange (PSE) from 2008 to 2018. Employing the modified Jones’s (1991) model to measure discretionary current accrual and multiple regression analysis, the study finds -4.19% discretionary current accrual on the average. It also reveals that the 2002 Philippine Code of Corporate Governance (PCCG) is ineffective in curbing earnings management. In addition, there is an insignificant relationship between the size of the board, CEO duality, ownership concentration, largest shareholder ownership and auditor prestige, and earnings management. Furthermore, the paper finds a significant relationship between the percent of independent directors, industry sector, return on assets (ROA) and cash flow from operations and earnings management.

scholarly journals Corporate Governance Independence in the Board of Directors and The Firms Financial Performance: Empirical Analysis of Cement Sector Firms Listed on Pakistan Stock Exchange (PSX)

2021 ◽  
Vol 09 (01) ◽  
pp. 01-24
Author(s):  
Muhammad Noman Ansari ◽  
◽  
Dr. Sayed Fayaz Ahmed
Keyword(s):  
Corporate Governance ◽  
Financial Performance ◽  
Board Of Directors ◽  
Stock Exchange ◽  
Agency Cost ◽  
Independent Directors ◽  
Return On Assets ◽  
Return On Equity ◽  
Board Committees ◽  
The Board Of Directors

The corporate governance measures emphasize on presence of independence of the board of directors to bring objectivity and reducing the agency cost; whereas the institutions have the ability, skills and time to supervise the activities of the management and channelize it to better financial performance. The objective of this study is to explore the effect of independence of the board of directors on the financial performance of the firms. The independence was gauged by number of independent directors and non-executive directors, chairing of board committees by independent directors, institutional holding in the firm, and presence of institutional directors on the board. The financial performance of the firm is gauged using the return on equity (ROE) and return on assets (ROA). The corporate governance and financial performance data comprising of 75 firm years from 2014 to 2018 of the firms listed in the cement sector of the Pakistan Stock Exchange (PSX) were selected. GLM regression was performed to study the relationship between the variables. The results suggest that the majority of independence on the board of directors do not affect the financial performance of the firm; the independence in the board committees negatively affects the financial performance, whereas the presence of institutional holding and director in the firm does not have any effect on the performance of the firm. The study will provide a basis for future studies to find the association that independence can bring objectivity, reduce agency cost, and affect the performance of the firm.

scholarly journals Corporate governance and intellectual capital disclosure

2016 ◽  
Vol 13 (2) ◽  
pp. 250-261 ◽  
Author(s):  
Rosalind H. Whiting ◽  
Georgia Y. Birch
Keyword(s):  
Corporate Governance ◽  
Intellectual Capital ◽  
Voluntary Disclosure ◽  
Statistical Testing ◽  
Annual Reports ◽  
Independent Directors ◽  
Board Committees ◽  
Big 4 ◽  
Word Search ◽  
Search Approach

This study examines whether facets of corporate governance (board size, proportion of independent directors on the board, board committees, and Big 4 auditor) promote the voluntary disclosure of intellectual capital in annual reports in Australia and New Zealand and whether this is country dependent. Data was collected from OSIRIS and annual reports with disclosure detected through a rigorous electronic word search approach. Statistical testing with OLS regression followed. The presence of nomination committees and a majority of independent directors on the board were found to be significant positive predictors of intellectual capital disclosure in both countries, and larger board sizes in Australian companies enhanced intellectual capital disclosure. These results concur with resource dependency and stakeholder theoretical arguments.

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