Search results for: corporate governance code

Authors: Ademola Ajibade

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Previous studies have explored several rationales for hedging strategies, but the evidence provided by these studies remains ambiguous. Using a hand-collected dataset of 2460 observations of non-financial firms in eight African countries covering 2013-2022, this paper investigates the determinants and extent of corporate hedge use. In particular, this paper focuses on the link between country-specific conditions and the corporate hedging behaviour of firms. To our knowledge, this represents the first African studies investigating the association between country-specific factors and corporate hedging policy. The evidence based on both univariate and multivariate reveal that country-level corruption and government quality are important indicators of the decisions and extent of hedge use among African firms. However, the connection between country-specific factors as a rationale for corporate hedge use is stronger for firms located in highly corrupt countries. This suggest that firms located in corrupt countries are more motivated to hedge due to the large exposure they face. In addition, we test the risk management theories and observe that CEOs educational qualification and experience shape corporate hedge behaviour. We implement a lagged variables in a panel data setting to address endogeneity concern and implement an interaction term between governance indices and firm-specific variables to test for robustness. Generally, our findings reveal that institutional factors shape risk management decisions and have a predictive power in explaining corporate hedging strategy.

Keywords: corporate hedging, governance quality, corruption, derivatives

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Authors: Bamidele Olufemi Ifenowo

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The study examined the practice of managing business organizations in Nigeria today without unions. It explored how this phenomenon evolved and became popular in the newly emerging mega banks in Nigeria. Attitudes of selected banks' employees to this phenomenon were surveyed.Simple statistical tools were used for data analysis. The findings revealed that most new employees who form the bulk of the sample never really cared about unionism. On the other hand, old and experienced employees were positively disposed towards unionism. This category of employees abhorred the current display of authoritarianism cum paternalism which seemed to characterize the managerial practice of most new generation banks in Nigeria today.

Keywords: authoritarianism, corporate governance, deunionisation, unionization, paternalism

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Authors: Jeroen De Ceuster

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This study is the first empirical analysis of the link between corporate governance and European Union competition law. Although competition law enforcement is often studied through the lens of competition law, we offer an alternative perspective by looking at a number of corporate governance factor at the level of the board of directors. We find that undertakings where the Chief Executive Officer is also chairman of the board are twice as likely to violate European Union competition law. No significant relationship was found between European Union competition law infringements and gender diversity of the board, the size of the board, the percentage of directors appointed after the Chief Executive Officer, the percentage of independent directors, or the presence of corporate social responsibility (CSR) committee. This contribution is based on a 1-1 matched peer study. Our sample includes all ultimate parent companies with a board that have been sanctioned by the European Commission for either anticompetitive agreements or abuse of dominance for the period from 2004 to 2018. These companies were matched to a company with headquarters in the same country, belongs to the same industry group, is active in the European Economic Area, and is the nearest neighbor to the infringing company in terms of revenue. Our final sample includes 121 pairs. As is common with matched peer studies, we use CLR to analyze the differences within these pairs. The only statistically significant independent variable after controlling for size and performance is CEO/Chair duality. The results indicate that companies whose Chief Executive Officer also functions as chairman of the board are twice as likely to infringe European Union competition law. This is in line with the monitoring theory of the board of directors, which states that its primary function is to monitor top management. Since competition law infringements are mostly organized by management and hidden from board directors, the results suggest that a Chief Executive Officer who is also chairman is more likely to be either complicit in the infringement or less critical towards his day-to-day colleagues and thus impedes proper detection by the board of competition law infringements.

Keywords: corporate governance, competition law, board of directors, board independence, ender diversity, corporate social responisbility

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Authors: Ayman Haddad, Wafaa Sbeiti, Amr Qasem

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The main aim of this paper is to provide an overview of the most influential economic changes and accounting legislation affecting financial reporting and disclosure practices in Jordan. It also provides an overview of disclosure studies conducted in Jordan covering the year(s) between 1986 and 2014. The economic changes in Jordan required conducting economic reform and revising/issuing new regulations and financial market reforms that led to an improvement in disclosure practices. The issuance of Temporary Securities Law and its Directives of Disclosure in 1997, which came into effect in 1998, is considered as the turning point in the improvement of disclosure practice in Jordan. Based on a review of prior disclosure studies, we conclude that disclosure practices have improved overtime. We also observe that that firm size as a factor has always affected the level of disclosure in Jordan and followed by external auditing while liquidity was found to have the least effect. The paper also addresses the disclosure items required in Corporate Governance Codes that exist for listed shareholding companies, banks, and insurance companies. Finally, the paper discusses the quality of accounting education in Jordan since prior studies noted its impact on accounting practice.

Keywords: accounting legislation, corporate governance, disclosure practice, Jordan

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Authors: Chaitanya Vyas

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This paper identifies limitations of existing two e-Governance services viz. railway ticket booking and passport service in India. The comparison has been made as to how in the past these two citizen services were operating manually and how these services are taken online via e-Governance. Different e-Governance projects, investment aspects, and role of corporate are discussed. For Indian Railway online ticketing a comparison has been made between state run booking website and popular private firm run booking website. For passport service, observation through personal visit to passport center is described. Suggestions are made to improve these services further to improve citizen service experiences.

Keywords: e-Governance, citizen services, passport, Indian Railways

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Authors: Bi-Huei Tsai

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Previous studies on financial distress prediction choose the conventional failing and non-failing dichotomy; however, the distressed extent differs substantially among different financial distress events. To solve the problem, “non-distressed”, “slightly-distressed” and “reorganization and bankruptcy” are used in our article to approximate the continuum of corporate financial health. This paper explains different financial distress events using the two-stage method. First, this investigation adopts firm-specific financial ratios, corporate governance and market factors to measure the probability of various financial distress events based on multinomial logit models. Specifically, the bootstrapping simulation is performed to examine the difference of estimated misclassifying cost (EMC). Second, this work further applies macroeconomic factors to establish the credit cycle index and determines the distressed cut-off indicator of the two-stage models using such index. Two different models, one-stage and two-stage prediction models, are developed to forecast financial distress, and the results acquired from different models are compared with each other, and with the collected data. The findings show that the two-stage model incorporating financial ratios, corporate governance and market factors has the lowest misclassification error rate. The two-stage model is more accurate than the one-stage model as its distressed cut-off indicators are adjusted according to the macroeconomic-based credit cycle index.

Keywords: Multinomial logit model, corporate governance, company failure, reorganization, bankruptcy

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Authors: Ruchi Agarwal

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In today’s world, companies are operating in dynamic, uncertain and ambiguous business environments. Globally, more companies are failing due to Environmental, Social and Governance (ESG) factors than ever. Corporate governance and risk management are intertwined in nature. For decades, corporate governance and risk management have been influenced by internal and external factors. Three schools of thought have influenced risk governance for decades: Agency theory, Contingency theory, and Institutional theory. Agency theory argues that agents have interests conflicting with principal interests and the information problem. Contingency theory suggests that risk management adoption is influenced by internal and external factors, while Institutional theory suggests that organizations legitimize risk management with regulators, competitors, and professional bodies. The conflicting objectives of theories have created problems for executives in organizations in the adoption of Risk Governance. So far, there are many studies that discussed risk culture and the role of actors in risk governance, but there are rare studies discussing the role of risk culture in the adoption of risk governance from a leadership style perspective. This study explores the adoption of risk governance in two contrasting industries, such as the Insurance and energy business, to understand whether risk governance is influenced by internal/external factors or whether risk culture is influenced by leaders. We draw empirical evidence by comparing the cases of an Indian insurance company and a renewable energy-based firm in India. We interviewed more than 20 senior executives of companies and collected annual reports, risk management policies, and more than 10 PPTs and other reports from 2017 to 2024. We visited the company for follow-up questions several times. The findings of my research revealed that both companies have used risk governance for strategic renewal of the company. Insurance companies use a transactional leadership style based on performance and reward for improving risk, while energy companies use rather symbolic management to make debt restructuring meaningful for stakeholders. Overall, both companies turned from loss-making to profitable ones in a few years. This comparative study highlights the role of different leadership styles in the adoption of risk governance. The study is also distinct as previous research rarely studied risk governance in two contrasting industries in reference to leadership styles.

Keywords: leadership style, corporate governance, risk management, risk culture, strategic renewal

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Authors: Manmeet Kaur, Madhu Vij

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The Board of Directors in a firm performs the primary role of an internal control mechanism. This Study seeks to understand the relationship between internal governance and performance of banks in India. The research paper investigates the effect of board structure (proportion of nonexecutive directors, gender diversity, board size and meetings per year) on the firm performance. This paper evaluates the impact of corporate governance mechanisms on bank’s financial performance using panel data for 28 listed banks in National Stock Exchange of India for the period of 2008-2014. Returns on Asset, Return on Equity, Tobin’s Q and Net Interest Margin were used as the financial performance indicators. To estimate the relationship among governance and bank performance initially the Study uses Pooled Ordinary Least Square (OLS) Estimation and Generalized Least Square (GLS) Estimation. Then a well-developed panel Generalized Method of Moments (GMM) Estimator is developed to investigate the dynamic nature of performance and governance relationship. The Study empirically confirms that two-step system GMM approach controls the problem of unobserved heterogeneity and endogeneity as compared to the OLS and GLS approach. The result suggests that banks with small board, boards with female members, and boards that meet more frequently tend to be more efficient and subsequently have a positive impact on performance of banks. The study offers insights to policy makers interested in enhancing the quality of governance of banks in India. Also, the findings suggest that board structure plays a vital role in the improvement of corporate governance mechanism for financial institutions. There is a need to have efficient boards in banks to improve the overall health of the financial institutions and the economic development of the country.

Keywords: board of directors, corporate governance, GMM estimation, Indian banking

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Authors: Jennifer Martínez Ferrero, Emma García-Meca

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Despite substantial attention to the involvement of women directors in ESG matters, CSR, and sustainability engagement, there is limited understanding regarding the connection between corporate social irresponsibility CSI and the presence of females in leadership roles, including boards. This study contends that gender diversity is inversely correlated with corporate social irresponsibility, primarily due to attributes associated with feminine leadership styles, stakeholder focus, monitoring functions, ethical sensitivity, and risk aversion attitudes. Leveraging a dataset of non-financial European firms, our results offer insights into the effectiveness of gender diversity in preventing corporate social irresponsibility, contingent on women's visibility and legitimacy within the organization, thus supporting both tokenism and critical mass theories. Furthermore, our findings underscore the pivotal role of the institutional context, highlighting that women in board positions are only effective in curbing corporate social irresponsibility in countries where national policies are robust in combating gender inequality.

Keywords: sustainability, board, corporate governance, ESG

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Authors: Lajmi Azhaar, Yab Mdallelah

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This study examines the Tunisian market in which recent events, notably financial scandals, provide an appropriate framework for studying the impact of corporate governance on the audit report lag. Moreover, very little research has been done to examine this relationship in this context. The objective of this work is, therefore, to understand the factors influencing audit report lag, drawing primarily on agency theory (Jensen and Meckling, 1976), which shows that the characteristics of the board of directors have an impact on the report lag (independence, diligence, and size). In addition, the characteristics of the committee also have an impact on the audit report lag (size, independence, diligence, and expertise). Therefore, our research provides empirical evidence on the impact of governance mechanisms attributes on audit report lag. Using a sample of forty-seven (47) Tunisian companies listed on the Tunis Stock Exchange (BVMT) during the period from 2014 to 2019, and basing on the GMM method of the dynamic panel, multivariate analysis shows that most corporate governance attributes have a significant effect on audit report lag. Specifically, the audit committee diligence and the audit committee expertise have a significant and positive effect on audit report lag. But the diligence of the board has a significant and negative effect on audit report lag. However, this study finds no evidence that the audit committee independence, the size, independence, and diligence of the director’s board are associated with the audit report lag. In addition, the results of this study also show that there is a significant effect of some control variables. Finally, we are contributing to this study by using the GMM method of the dynamic panel. We are also using an emerging context that is very poorly developed and exploited by previous studies.

Keywords: governance mechanisms, audit committee, board of directors, audit report lag

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Authors: Raveena Naz

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The concept of ‘Corporate Social Responsibility’ (CSR) has often relied on firms thinking beyond their economic interest despite the larger debate of shareholder versus stakeholder interest. India gave legal recognition to CSR in the Companies Act, 2013 which promises better corporate governance. CSR in India is believed to be different for two reasons: the dominance of family business and the history of practice of social responsibility as a form of philanthropy (mainly among the family business). This paper problematises the actual structure of business houses in India and the role of CSR in India. When the law identifies each company as a separate business entity, the economics of institutions emphasizes the ‘business group’ consisting of a plethora of firms as the institutional organization of business. The capital owned or controlled by the family group is spread across the firms through the interholding (interlocked holding) structures. This creates peculiar implications for CSR legislation in India. The legislation sets criteria for individual firms to undertake liability of mandatory CSR if they are above a certain threshold. Within this framework, the largest family firms which are all part of family owned business groups top the CSR expenditure list. The interholding structures, common managers, auditors and series of related party transactions among these firms help the family to run the business as a ‘family business’ even when the shares are issued to the public. This kind of governance structure allows family owned business group to show mandatory compliance of CSR even when they actually spend much less than what is prescribed by law. This aspect of the family firms is not addressed by the CSR legislation in particular or corporate governance legislation in general in India. The paper illustrates this with an empirical study of one of the largest family owned business group in India which is well acclaimed for its CSR activities. The individual companies under the business group are identified, shareholding patterns explored, related party transactions investigated, common managing authorities are identified; and assets, liabilities and profit/loss accounting practices are analysed. The data has been mainly collected from mandatory disclosures in the annual reports and financial statements of the companies within the business group accessed from the official website of the ultimate controlling authority. The paper demonstrates how the business group through these series of shareholding network reduces its legally mandated CSR liability. The paper thus indicates the inadequacy of CSR legislation in India because the unit of compliance is an individual firm and it assumes that each firm is independent and only connected to each other through market dealings. The law does not recognize the inter-connections of firms in corporate governance structures of family owned business group and hence is inadequate in its design to effect the threshold level of CSR expenditure. This is the central argument of the paper.

Keywords: business group, corporate governance, corporate social responsibility, family firm

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Authors: Ishrar Tabassum, Jay Andrew Saptok, Khalid Raihan Kabir, Elmee Tabassum

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The purpose of this study is to bring light to the current state of the working environments in the corporate environment and other such institutions with a particular focus on the Bangladesh National Building Code (BNBC) and its guidelines for accommodating the physically disabled. Data were collected via semi-formal interviews, site visits and focus groups conducted using a preset questionnaire as the guidelines. After conducting surveys at corporate offices of 20 organizations from major commercial sectors in Dhaka city, the auditing showed many inadequacies, as aside from the larger corporate offices, the offices have little to no accessibility for the physically disabled. This study hopes to shed light on the fact that the existing BNBCs lack of emphasis on ensuring the accessibility of the handicapped in corporate buildings in the hope that, in the future, the physically disabled will have greater opportunities at being productive members of the workforce.

Keywords: person with disability, PWD, corporate buildings, Dhaka City

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Authors: Zahra A. Al Nasser, Domenico Campa

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This paper investigates board of directors and firms’ ownership structure on non-financial companies listed in Gulf Cooperation council (GCC) countries using data from 2009 to 2013. The overall result of the study is that board size and board meeting have increased over years. Additionally, all combined committee variables have improved as well as audit committee size, audit committee meeting and audit committee experience have improved over the years. Furthermore, Oman is the only country that has not shown any statistically significant change in value of its associated variables.

Keywords: corporate governance, GCC countries, board of directors, ownership structure

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Authors: Fatemeh Rouhi, Hadi Nassiri

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Earning forecast is a key element in economic decisions but there are some situations, such as conflicts of interest in financial reporting, complexity and lack of direct access to information has led to the phenomenon of information asymmetry among individuals within the organization and external investors and creditors that appear. The adverse selection and moral hazard in the investor's decision and allows direct assessment of the difficulties associated with data by users makes. In this regard, the role of trustees in corporate governance disclosure is crystallized that includes controls and procedures to ensure the lack of movement in the interests of the company's management and move in the direction of maximizing shareholder and company value. Therefore, the earning forecast of companies in the capital market and the need to identify factors influencing this study was an attempt to make relationship between moral hazard and corporate governance with earning forecast quality companies operating in the capital market and its impact on Earnings Forecasts quality by the company to be established. Getting inspiring from the theoretical basis of research, two main hypotheses and sub-hypotheses are presented in this study, which have been examined on the basis of available models, and with the use of Panel-Data method, and at the end, the conclusion has been made at the assurance level of 95% according to the meaningfulness of the model and each independent variable. In examining the models, firstly, Chow Test was used to specify either Panel Data method should be used or Pooled method. Following that Housman Test was applied to make use of Random Effects or Fixed Effects. Findings of the study show because most of the variables are positively associated with moral hazard with earnings forecasts quality, with increasing moral hazard, earning forecast quality companies listed on the Tehran Stock Exchange is increasing. Among the variables related to corporate governance, board independence variables have a significant relationship with earnings forecast accuracy and earnings forecast bias but the relationship between board size and earnings forecast quality is not statistically significant.

Keywords: corporate governance, earning forecast quality, moral hazard, financial sciences

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Authors: Ben-Fred Ohia

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Code-switching and code-mixing are linguistic behaviours that arise in a bilingual situation. They limit speakers in a conversation to decide which code they should use to utter particular phrases or words in the course of carrying out their utterance. Every human society is characterized by the existence of diverse linguistic varieties. The speakers of these varieties at some points have various degrees of contact with the non-speakers of their variety, which one of the outcomes of the linguistic contact is code-switching or code-mixing. The work discusses the nature of code-switching and code-mixing in Ogba-English bilinguals’ speeches. It provides a detailed explanation of the concept of code-switching and code-mixing and explains the typology of code-switching and code-mixing and their manifestation in Ogba-English bilingual speakers’ speeches. The findings reveal that code-switching and code-mixing are functionally motivated and being triggered by various conversational contexts.

Keywords: bilinguals, code-mixing, code-switching, Ogba

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Authors: Shekar Babu, Amalendu Jyothishi

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The New Companies Bill-2013 in India has mandated all the companies with a certain profit to spend on Corporate Social Responsibility (CSR). Despite the Corporate Governance (CG) compliances at the strategic level the firms have to engage in social good. For both the Central Public Sector Enterprises (CPSE) and the private companies in India the need for strategic CSR focus through operational efficiency measures are mandated. In this paper the focus is to find out if the Indian companies understand their responsibility towards the society despite government making CSR mandatory. Analyzing both the CPSEs and Private companies the researchers find out which set of companies behave responsibly towards the society. Does any particular industry group(s) impact the society by disclosing their CSR spending activities. The key financial and non-financial parameters that influence CSR spending were identified and through econometric analysis methodologies (logistic regression and OLS models) the results were analyzed. The innovative methods were developed to identify if the firms operate efficiently and at the same time complying with the new CSR laws. An innovative matrix was developed to explain how companies could operate efficiently and be compliant in parallel how some of the companies can strategically realign their spending by operating efficiently.

Keywords: corporate social responsibility(CSR), corporate governance(CG), India, logit function, ordinary least squares (OLS)

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Authors: Lubica Hikkerova, Jean-Michel Sahut

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Environmental protection remains a global challenge but, since 2012, there has been a progressive decline in corporate engagement in environmental protection issues. This study seeks to investigate the role of financial capacity and governance in improving the level of environmental engagement of companies. The regression technique is applied to data on 351 large European companies from the ASSET4-ESG database for the 2007-2015 period. Firstly, the results show that the companies in the sample are fairly engaged in environmental protection, with a strong dispersion representing nearly four times the average. This means that the companies in the sample do not share the same level of engagement in matters of environmental protection, some being more committed than others. Secondly, the results reveal that the financial capacity of the company, as assessed through its indicators, has a significant effect on its level of environmental protection engagement in the present sample. This effect is more positive the higher the profits the company makes, and more negative the more heavily indebted or, the higher the rates of dividends it pays per share. Lastly, the results also show that a better quality of governance plays an important role in the decision to undertake actions leading to environmental protection. More specifically, the degree of management implication in the running of the business, the respect of the rights of the shareholders, the effectiveness of the control exerted by the board of directors, and, to a lesser extent, the independence of the audit committee, are variables which have a positive and significant influence on the level of environmental engagement of companies.

Keywords: financial capacity, corporate governance, environmental engagement, stakeholder theory, theory of organizational legitimacy, theory of resources and capabilities

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Authors: Adebiyi Sunday Adeyanju, Kola Benson Ajeigbe, Fortune Ganda

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In the past three decades, there has been a notable increase in the number of firms delisting from the Johannesburg Stock Exchange (JSE) in South Africa. The recent increasing rate of delisting waves of corporate listed firms motivated this study. This study aims to explore the influence of institutional investor perceptions on the financial distress experienced by delisted firms within the South African market. The study further examined the impact of financial distress on the corporate performance of delisted firms. Using the data of delisted firms spanning from 2000 to 2023 and the FGLS (Feasible Generalized Least Squares) for the short run and PCSE (Panel-Corrected Standard Errors) for the long run effects of the relationship. The finding indicated that a decline in institutional investors’ perceptions was associated with the corporate financial distress of the delisted firms, particularly during the delisting year and the few years preceding the announcement of the delisting. This study addressed the importance of investor recognition in corporate financial distress and the delisting wave among listed firms- a finding supporting the stakeholder theory. This study is an insight for companies’ managements, investors, governments, policymakers, stockbrokers, lending institutions, bankers, the stock market, and other stakeholders in their various decision-making endeavours. Based on the above findings, it was recommended that corporate managements should improve their governance strategies that can help companies’ financial performances. Accountability and transparency through governance must also be improved upon with government support through the introduction of policies and strategies and enabling an easy environment that can help companies perform better.

Keywords: delisting wave, institutional investors, financial distress, corporate performance, investors’ perceptions

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Authors: Katarzyna Olejko

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The need to redefine the goals and adapt the operational activities carried out in accordance with the concept of sustainable management to these goals results in the increasing importance of information on the company's activities perceived from the perspective of the effectiveness and efficiency of environmental goals implementation. The narrow scope of reporting data on a company's impact on the environment is not adequate to meet the information needs of modern investors. Reporting obligations are therefore imposed on companies in order to increase the effectiveness of corporate governance and to improve the process of assessing the achievement of environmental goals. The non-financial reporting obligations introduced in Polish legislation increased the scope of reported information. However, the lack of detailed guidelines on the method of reporting resulted in a large diversification of the scope of non-financial information, making it impossible to compare the data presented by companies. The source of information regarding the level of the implementation of standards in Environmental, social and corporate governance (ESG) is the report on compliance with best practices published by the Warsaw Stock Exchange. The document Best Practices of Warsaw Stock Exchange (WSE) Listed Companies (2021), amended by the WSE in 2021, includes the rules applicable to this area (ESG). The aim of this article is to present the level of compliance with good practices in the area of ESG by selected companies listed on the Warsaw Stock Exchange The research carried out as part of this study, which was based on information from reports on the compliance with good practices of companies listed on the Warsaw Stock Exchange that was made available in the good practice scanner, have revealed that good practices in the ESG area are implemented by companies to a limited extent. The level of their application in comparison with other rules is definitely lower. The lack of experience and clear guidelines on ESG reporting may cause some confusion, which is why conscious investors and reporting companies themselves are pinning their hopes on the Corporate Sustainability Reporting Directive (CSRD) adopted by European Parliament.

Keywords: reporting, ESG, corporate governance, best practices

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Authors: Sewe Silvanus Odhiambo

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Globally, many governments have publicly recognized private security firms as essential services providers. The private security firms face a lot of challenges, but the COVID-19 situation also has exacerbated them to another level. This paper locates its relevance in the post-coronavirus era. The COVID-19 pandemic has redefined the world operation, which shows a higher impact on the security field. Accordingly, the purpose of the study was to examine the role of corporate governance on the performance of private security firms in a post-covid pandemic era in Kenya. The study employed a descriptive research design, which included a quantitative approach and secondary data. The study was carried in the month of July 2021 from the registered private security firms. After targeting all private security firms, only 54 firms had disclosed their annual report by the time of conducting the study. The results depicted that pandemic has affected the performance of private security firms measures unfavorably. Further, boards of directors show a positive association with security firm performance. The study recommends that there is need board of directors to enhance management’s risk assessments in the midst of COVID-19; ensure that there are business continuity plans; there is organizational resilience; there is need for the development of new digital strategies; enabling the digital workforce in the firms and have effective communication plans with both internal and external stakeholders to deal with uncertainties and develop more post-COVID practices for boards of directors to improve performance of private security firms in Kenya. The practical implications of the study are that the research outcomes might assist regulatory bodies, investors, policymakers, and the security sector in general in their formulation of public and corporate governance strategies concerning future emergency preparedness and responses. This study also provides a unique contribution to the literature of COVID-19 and security firm performance in emerging economies context.

Keywords: COVID-19, corporate governance, firm performance, private security firms

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Authors: Suleiman Ahmed Badayi

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Corporate governance literature is very wide and involves several empirical studies conducted on the relationship between board structure, composition and firm performance. The separation of ownership and control in organizations were aimed at reducing the losses suffered by the investors in the event of financial scandals. This paper reviewed the theoretical and empirical literature on the relationship between board composition and its impact on firm performance. The findings from the studies provide different results while some are of the view that board structure is related to firm performance, many empirical studies indicates no relationship. However, others found a U-shape relationship between firm performance and board structure. Therefore, this study argued that board structure is not much significant to determine the financial performance of a firm.

Keywords: board structure, composition, firm performance, corporate governance

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Authors: G. Bruno, A. Ciavarella, N. Linciano

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The proportion of women in boardroom has traditionally been low around the world. Over the last decades, several jurisdictions opted for active intervention, which triggered a tangible progress in female representation. In Europe, many countries have implemented boardroom diversity policies in the form of legal quotas (Norway, Italy, France, Germany) or governance code amendments (United Kingdom, Finland). Policy actions rest, among other things, on the assumption that gender balanced boards result in improved corporate governance and performance. The investigation of the relationship between female boardroom representation and firm value is therefore key on policy grounds. The evidence gathered so far, however, has not produced conclusive results also because empirical studies on the impact of voluntary female board representation had to tackle with endogeneity, due to either differences in unobservable characteristics across firms that may affect their gender policies and governance choices, or potential reverse causality. In this paper, we study the relationship between the presence of female directors and corporate performance in Italy, where the Law 120/2011 envisaging mandatory quotas has introduced an exogenous shock in board composition which may enable to overcome reverse causality. Our sample comprises Italian firms listed on the Italian Stock Exchange and the members of their board of directors over the period 2008-2016. The study relies on two different databases, both drawn from CONSOB, referring respectively to directors and companies’ characteristics. On methodological grounds, information on directors is treated at the individual level, by matching each company with its directors every year. This allows identifying all time-invariant, possibly correlated, elements of latent heterogeneity that vary across firms and board members, such as the firm immaterial assets and the directors’ skills and commitment. Moreover, we estimate dynamic panel data specifications, so accommodating non-instantaneous adjustments of firm performance and gender diversity to institutional and economic changes. In all cases, robust inference is carried out taking into account the bidimensional clustering of observations over companies and over directors. The study shows the existence of a U-shaped impact of the percentage of women in the boardroom on profitability, as measured by Return On Equity (ROE) and Return On Assets. Female representation yields a positive impact when it exceeds a certain threshold, ranging between about 18% and 21% of the board members, depending on the specification. Given the average board size, i.e., around ten members over the time period considered, this would imply that a significant effect of gender diversity on corporate performance starts to emerge when at least two women hold a seat. This evidence supports the idea underpinning the critical mass theory, i.e., the hypothesis that women may influence.

Keywords: gender diversity, quotas, firms performance, corporate governance

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Authors: Chu Chen, Giorgio Gotti, Tony Kang, Michael Wolfe

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This study examines the role of codes of ethics in reducing the extent to which managers’ act opportunistically in reporting earnings. Corporate codes of ethics, by clarifying the boundaries of ethical corporate behaviors and making relevant social norms more salient, have the potential to deter managers from engaging in opportunistic financial reporting practices. In a sample of international companies, we find that the quality of corporate codes of ethics is associated with higher earnings quality, i.e., lower discretionary accruals. Our results are confirmed for a subsample of firms more likely to be engaging in opportunistic reporting behavior, i.e., firms that just meet or beat analysts’ forecasts. Further, codes of ethics play a greater role in reducing earnings management for firms in countries with weaker investor protection mechanisms. Our results suggest that corporate codes of ethics can be a viable alternative to country-level investor protection mechanisms in curbing aggressive reporting behaviors.

Keywords: corporate ethics policy, code of ethics, business ethics, earnings discretion, accruals

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Authors: Fatemeh Norouzi

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Today, financial performance has become one of the important issues in accounting and auditing that companies and their managers have paid attention to this issue and for this reason to the variables that are influential in this field. One of the things that can affect financial performance is corporate governance, which is examined in this research, although some things such as issues related to auditing can also moderate this relationship; Therefore, this research has been conducted with the aim of investigating the relationship between corporate governance and financial performance with regard to the moderating role of feedback and internal control weakness. The research is practical in terms of purpose, and in terms of method, it has been done in a post-event descriptive manner, in which the data has been analyzed using stock market data. Data collection has been done by using stock exchange data which has been extracted from the website of the Iraqi Stock Exchange, the statistical population of this research is all the companies admitted to the Iraqi Stock Exchange. . The statistical sample in this research is considered from 2014 to 2021, which includes 34 companies. Four different models have been considered for the research hypotheses, which are eight hypotheses, in this research, the analysis has been done using EXCEL and STATA15 software. In this article, collinearity test, integration test ,determination of fixed effects and correlation matrix results, have been used. The research results showed that the first four hypotheses were rejected and the second four hypotheses were confirmed.

Keywords: size of the board of directors, duality of the CEO, financial performance, internal control weakness

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Authors: Mateusz Rak

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Objective: The paper aims to present various sources of competitive advantage which may occur when an enterprise strategically applies its concept of corporate philanthropy. Methodology: The review of the literature and available reports on the research regarding corporate philanthropy. Results: Strategic philanthropy is a positive phenomenon. Unfortunately, enterprises in Poland do not see all positive sides of such activities yet. Three kinds of corporate philanthropy may be described. They are to fulfil a social duty, improve the company reputation and gain a competitive edge. Practical implications: Showing enterprises the advantages of taking philanthropic actions, in particular, a large role of strategic philanthropy in gaining a competitive edge in the market as well as how to avoid negative consequences of corporate philanthropy. The paper presents corporate philanthropy on a few layers: as a CSR element, actions generating values in products, actions improving a corporate image in the market, altruist actions of employees.

Keywords: corporate philanthropy, corporate social responsibility, corporate foundations, CSR

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Authors: Elizabeth Snyman-Van Deventer

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Numerous corporate scandals, which included investment scams, corporate malfeasance, unethical conduct and conflicts of interest, contributed to the collapse of WorldCom, Global Crossing, Xerox, Tyco, Enron, Sprint, AbbVie and Imclone and led to alarmed investors abandoning public securities markets and the tumbling of U.S stock markets. These companies suffered significant financial losses due to substantial and fraudulent misstatements and other illegal, corrupt or unethical practices. Executives were convicted of fraud and sentenced to prison. The corporate financial scandals, governance failures, and the ensuing public outcries led to mandatory legislation, e.g. the Sarbanes-Oxley Act in the USA. In European corporate scandals such as Parmalat, Royal Dutch Ahold, Vivendi, Adecco and Elan, the boards missed financial misrepresentations. In South Africa, Steinhoff is the most well-known example of corporate collapse, but now we can also add Tongaat Hulett. It seems as if fraud and corruption may be the major sources of these corporate collapses. In most instances, there is either the active involvement of the directors and managers in these fraudulent or corrupt practices, or there is a negligent or even intentional failure to act by directors to prevent these activities. However, besides directors and managers, auditors and lawyers failed in most of these companies to fulfil their professional duties. In most of these major collapses, the ethics of especially auditors and directors could be questioned. This paper will first provide a brief overview of corporate collapses. Secondly, the reasons for these collapses, with a focus on unethical conduct, will be discussed.

Keywords: professional duties, corporate collapses, ethical conduct, legal ethics, directors, auditors

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Authors: Sana Masmoudi Mardassi, Yosra Makni Fourati

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Regulators highlight the importance of the Audit Committee (AC) as a key internal corporate governance mechanism. One of the most important roles of this committee is to oversee the financial reporting process. The purpose of this paper is to examine the link between the characteristics of an audit committee and the financial reporting quality by investigating whether the characteristics of audit committees are associated with improved financial reporting quality, especially the Real Earnings Management. In the current study, a panel data from 80 nonfinancial companies listed on the Amsterdam Stock Exchange during the period between 2010 and 2017 were used. To measure audit committee characteristics, four proxies have been used, specifically, audit committee independence, financial expertise, gender diversity and AC meetings. For this research, a linear regression model was used to identify the influence of a set of board characteristics of the audit committee on real earnings management after controlling for firm audit committee size, leverage, size, loss, growth and board size. This research provides empirical evidence of the association between audit committee independence, financial expertise, gender diversity and meetings and Real Earnings Management (REM) as a proxy of financial reporting quality. The study finds that independence and AC Gender diversity are strongly related to financial reporting quality. In fact, these two characteristics constrain REM. The results also suggest that AC- financial expertise reduces to some extent, the likelihood of engaging in REM. These conclusions provide support then to the audit committee requirement under the Dutch Corporate Governance Code rules regarding gender diversity and AC meetings.

Keywords: audit committee, financial expertise, independence, real earnings management

Procedia PDF Downloads 140

Authors: Parisa Toloue Hayat Azar

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Businesses have been playing an important role in the economic growth and social welfare of cities; however, they generally have negative reputations regarding their impact on environmental issues regarding sustainability. However, some believe that by incorporating strategic Corporate Social Responsibility (CSR) activities, businesses will be able to solve problems in society, including environmental ones. Besides economic, social and environmental aspects, governance is another essential pillar for creating sustainable communities and cities. Governance plays a key role in the success of sustainable projects or creating long lasting legacies; an example of this can be creating circular supply chain with collaboration between different businesses, which in the end results in positive economic, social and environmental outcomes for everyone. Governance is a very important parameter in creating the legacy of low carbon and environmentally friendly city due to the fact that, besides building energy efficient buildings and infrastructure, citizens who are also part of the success of this system should know about how to behave and collaborate with others to make the system work. By deploying the philosophy of cultural historical activity theory, this paper explains how influential businesses have been and can be still used as a mediating tool for governance purposes, and succeed in creating shared value and lasting legacy within society.

Keywords: business, governance, CSR, sustainability

Procedia PDF Downloads 200

Authors: Mucahit Unal, Ibrahim Arslan

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The New Turkish Commercial Code (TCC) No. 6102 was published in the Official Gazette on February 14, 2011. As stated in the New Turkish Commercial Code No. 6102 and Law No. 6103 on Validity and Application of the Turkish Commercial Code, TCC came into effect on July 1, 2012. The basic purpose of the TCC is to form corporate governance coherent with the international standards; to provide transparency in company management; to adjust the Turkish Commercial Code rules with European Union legislations and to simplify establishing a company for foreigner investors to move investments to Turkish market. In this context according to TCC, joint stock companies and limited liability companies can establish with only one single shareholder; the one single shareholder can be foreigner; all board of director members can be foreigner, also all shareholders and board of director members can be non-resident foreigners. Additionally, TCC does not require physical participation to the general shareholders and board members meetings. TCC allows that the general shareholders and board members meetings can hold in an electronic form and resolution of these meetings may also be approved via electronic signatures. Through this amendment, foreign investors no longer have to deal with red tapes. This amendment also means the TCC prevents foreign companies from incurring unnecessary travel expenses. In accordance with all this amendments about TCC, to invest in Turkish market is easy, simple and transparent for foreigner investors and also investors can establish a company in Turkey, irrespective of nationality or place of residence. This article aims to analyze ‘Establish a Company in Turkey for Foreigners’ and inform investors about investing (especially establishing a company) in the Turkish market.

Keywords: establish a company, foreigner investors, invest in Turkish market, Turkish commercial code

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Authors: Sultan S. Alsajjan

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Understanding the public governance in Middle East's countries is one of the challenging matters for any researcher. The Middle East, for the last century, has been in fluctuated situations. Understating the public governance in Saudi Arabia is an extra challenge because Saudi Arabia has its unique culture and political system. The World Bank had launched 1996 Worldwide Governance Indicators. These indicators assist any country to rank its position in public governance how it is performing in this field. Saudi Arabia had ranked in some worldwide governance indicators at the bottom of indicators' list. For instance, according to the Worldwide Governance indicator (2018), Saudi Arabia had ranked in 192 out of 204 countries in 'Voice and Accountability Indicator'. In this paper, the reader will find in-depth analysis and evaluation of Saudi Arabia's positions in Worldwide Governance Indicators. Saudi Arabia had never considered the concept of public governance and worldwide governance indicators because of its economic situation, political characteristics, and social nature.

Keywords: pubic governance, Middle East, Saudi Arabia, and worldwide governance indicators

Procedia PDF Downloads 200