Search results for: corporate governance

Authors: John Kong Shan Ho

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Senior executives’ remunerations of public companies have aroused much debate and attention in the media. In the aftermath of the Global Financial Crisis (GFC), excessive executive pay arrangements were blamed for contributing to excessive risk-taking, which caused the financial meltdown. Since then, regulators and lawmakers around the world have introduced regulations to strengthen the corporate governance of listed companies. A key aspect of such reform is by strengthening regulatory intervention over executives’ remunerations and increasing the transparency of such information. This article is written against such background and examines the recent proposal by the UK BEIS to ask the FRC to amend the UK Corporate Governance Code (UKCGC) to strengthen clawback provisions for directors’ remuneration in listed companies as part of its audit reform. The article examines the background and debates regarding the possible implementation of such a measure in the UK. Contrary to the BEIS’ proposal, it argues that implementing it through the UKCGC is unlikely to enhance overall corporate governance and audit quality. It argues that the UK should follow the footsteps of its US and Dutch counterparts by enacting legislation to claw back directors’ remunerations. It will also provide some recommendations as to the key factors that need to be considered in drafting such a statutory provision.

Keywords: company law, corporate governance, agency problem, directors' remunerations, clawbacks

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Authors: Wanlapha Phraibueng, Patrick Sentis, Geraldine Riviere-Giordano

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Corporate Social Responsibility (CSR) initiatives have been widely discussed especially in investor-oriented firms. In contrast, cooperatives pay less attention to CSR because their activities have integrated the responsibility and the solidity of social, economic and environment. On the other hand, by adopting ownership theory and agency theory – cooperatives ignore CSR investment due to unclarified decision control in the governance and the limitation to acquire the capital financed. The unique governance and financial structures in cooperatives lead to the conflict among the stakeholders and long-term investment which have an impact on firm financial performance. As an illustration of cooperatives dilemmas, we address the question of Whether or not cooperatives in term of governance and financial structures are the constraints on implementing CSR policies. We find that the governance and financial structures in large cooperatives are the influence factors which predispose cooperatives to invest on CSR. In contrast, in the startup or small cooperatives, its governance and financial structures are the constraints on implementing CSR policies. We propose the alternative financial structure based on the trade-off between debt and equity which aims to relax the restrictions in cooperatives’ governance and allow cooperatives to acquire the capital financed either from its members or non-members. We suggest that engaging equity as a financial structure induces cooperatives to invest on CSR policies. Alternative financial structure eliminates not only cooperative ownership control problem but also the constraints in capital acquisition. By implementing CSR activities consistent with the alternative financial choice, cooperatives can increase firm’s value and reduce the conflict among their stakeholders.

Keywords: cooperatives, corporate social responsibility, financial, governance

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Authors: Ikechukwu Ndu

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This study examines the econometric modeling of the relation between discretionary accrual earnings management, International Financial Reporting Standards (IFRS), and certain corporate governance factors with regard to listed Nigerian non-financial firms. Although discretionary accrual earnings management is a well-known and global problem that has an adverse impact on users of the financial statements, its relationship with IFRS and corporate governance is neither adequately researched nor properly systematically investigated in Nigeria. The dearth of research in the relation between discretionary accrual earnings management, IFRS and corporate governance in Nigeria has made it difficult for academics, practitioners, government setting bodies, regulators and international bodies to achieve a clearer understanding of how discretionary accrual earnings management relates to IFRS and certain corporate governance characteristics. This is the first study to the author’s best knowledge to date that makes interesting research contributions that significantly add to the literature of discretionary accrual earnings management and its relation with corporate governance and IFRS pertaining to the Nigerian context. A comprehensive review is undertaken of the literature of discretionary total accrual earnings management, IFRS, and certain corporate governance characteristics as well as the data, models, methodologies, and different estimators used in the study. Secondary financial statement, IFRS, and corporate governance data are sourced from Bloomberg database and published financial statements of Nigerian non-financial firms for the period 2004 to 2016. The methodology uses both the total and working capital accrual basis. This study has a number of interesting preliminary findings. First, there is a negative relationship between the level of discretionary accrual earnings management and the adoption of IFRS. However, this relationship does not appear to be statistically significant. Second, there is a significant negative relationship between the size of the board of directors and discretionary accrual earnings management. Third, CEO Separation of roles does not constrain earnings management, indicating the need to preserve relationships, personal connections, and maintain bonded friendships between the CEO, Chairman, and executive directors. Fourth, there is a significant negative relationship between discretionary accrual earnings management and the use of a Big Four firm as an auditor. Fifth, including shareholders in the audit committee, leads to a reduction in discretionary accrual earnings management. Sixth, the debt and return on assets (ROA) variables are significant and positively related to discretionary accrual earnings management. Finally, the company size variable indicated by the log of assets is surprisingly not found to be statistically significant and indicates that all Nigerian companies irrespective of size engage in discretionary accrual management. In conclusion, this study provides key insights that enable a better understanding of the relationship between discretionary accrual earnings management, IFRS, and corporate governance in the Nigerian context. It is expected that the results of this study will be of interest to academics, practitioners, regulators, governments, international bodies and other parties involved in policy setting and economic development in areas of financial reporting, securities regulation, accounting harmonization, and corporate governance.

Keywords: discretionary accrual earnings management, earnings manipulation, IFRS, corporate governance

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Authors: jihen ayadi sellami

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The rapid evolution of the global financial landscape has led to increased attention to corporate tax policies and the need to understand the factors that influence their tax behavior. In order to mitigate any residual loss for shareholders resulting from tax aggressiveness and resolve the agency problem, appropriate systems that separate the function of management from that of controlling are needed. In this context of growing concerns to limit aggressive corporate taxation practices through governance, this study discusses. Its aims is to examine the influence of six key characteristics of the board of directors (board size, diligence, CEO duality, presence of audit committees, gender diversity and independence of directors), given a governance mechanism, on the tax decisions of non-financial corporations in the United State. In fact, using a sample of 90 non-financial US firms from S&P 500 over a period of 4 years going from 2014 to 2017, the results based on a multivariate linear regression highlight significant associations between these characteristics and corporate tax policy. Notably, larger board, gender diversity, diligence and increased director independence appear to play an important role in reducing aggressive taxation. While duality has a positive and significant correlation with tax aggressiveness, that can be explained by the fact that the manager did properly exploit his specific position within the company. These findings contribute to a deeper understanding of how board characteristics can influence corporate tax management, providing avenues for more effective corporate governance and more responsible tax decision-making

Keywords: tax aggressiveness, board of directors, board size, CEO duality, audit committees, gender diversity, director independence, diligence, corporate governance, united states

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Authors: Mujeeb Saif Mohsen Al-Absy, Ku Nor Izah Ku Ismail, Sitraselvi Chandren

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This study examines whether corporate governance (CG) mechanisms in firms that have a whistle-blowing policy (WHBLP) are more effective in constraining earnings management (EM), than those without. A sample of 288 Malaysian firms for the years 2013 to 2015, amounting to 864 firm-years were grouped into firms with and without WHBLP. Results show that for firms without WHBLP, the board chairman tenure would minimize EM activities. Meanwhile, for firms with WHBLP, board chairman independence, board chairman tenure, audit committee size, audit committee meeting and women in the audit committees are found to be associated with less EM activities. Further, it is found that ownership concentration and Big 4 auditing firms help to reduce EM activities in firms with WHBLP, while not in firms without WHBLP. Hence, functional and effective governance can be achieved by having a WHBLP, which is in line with agency and resource dependent theories. Therefore, this study suggests that firms should have a WHBLP in place, and policymakers should come up with enhanced criteria to strengthen the mechanisms of WHBLP.

Keywords: corporate governance, earnings management, whistle-blowing policy, audit committee, board of directors

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Authors: Abdullah AlGhazali, Richard Fairchild, Yilmaz Guney

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We examine the effect of managerial overconfidence on UK firms’ payout policy for the period 2000 to 2012. The analysis incorporates, in addition to common firm-specific factors, a wide range of corporate governance factors and managerial characteristics that have been documented to affect the relationship between overconfidence and payout policy. Our results are robust to several estimation considerations. The findings show that the influence of overconfident CEOs on the amount of, and the propensity to pay, dividends is significant within the UK context. Specifically, we detect that there is a reduction in dividend payments in firms managed by overconfident managers compared to their non-overconfident counterparts. Moreover, we affirm that cash flows, firm size and profitability are positively correlated, while leverage, firm growth and investment are negatively correlated with the amount of and propensity to pay dividends. Interestingly, we demonstrate that firms with the potential for undervaluation reduce dividend payments. Some of the corporate governance factors are shown to motivate firms to pay more dividends while these factors seem to have no influence on the propensity to pay dividends. The results also show that in general higher overconfidence leads to more share repurchases but the lower total payout. Overall, managerial overconfidence should be considered as an important factor influencing payout policy in addition to other known factors.

Keywords: dividends, repurchases, UK firms, overconfidence, corporate governance, undervaluation

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Authors: Helene Eller

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The aim of non-profit organizations (NPO) is to provide services and goods for its clientele, with profit being a minor objective. By having this definition as the basic purpose of doing business, it is obvious that the goal of an organisation is to serve several bottom lines and not only the financial one. This approach is underpinned by the non-distribution constraint which means that NPO are allowed to make profits to a certain extent, but not to distribute them. The advantage is that there are no single shareholders who might have an interest in the prosperity of the organisation: there is no pie to divide. The gained profits remain within the organisation and will be reinvested in purposeful projects. Good governance is mandatory to support the aim of NPOs. Looking for a measure of good governance the principals of corporate governance (CG) will come in mind. The purpose of CG is direction and control, and in the field of NPO, CG is enlarged to consider the relationship to all important stakeholders who have an impact on the organisation. The recognition of more relevant parties than the shareholder is the link to corporate social responsibility (CSR). It supports a broader view of the bottom line: It is no longer enough to know how profits are used but rather how they are made. Besides, CSR addresses the responsibility of organisations for their impact on society. When transferring the concept of CSR to the non-profit area it will become obvious that CSR with its distinctive features will match the aims of NPOs. As a consequence, NPOs who apply CG apply also CSR to a certain extent. The research is designed as a comprehensive theoretical and empirical analysis. First, the investigation focuses on the theoretical basis of both concepts. Second, the similarities and differences are outlined and as a result the interconnection of both concepts will show up. The contribution of this research is manifold: The interconnection of both concepts when applied to NPOs has not got any attention in science yet. CSR and governance as integrated concept provides a lot of advantages for NPOs compared to for-profit organisations which are in a steady justification to show the impact they might have on the society. NPOs, however, integrate economic and social aspects as starting point. For NPOs CG is not a mere concept of compliance but rather an enhanced concept integrating a lot of aspects of CSR. There is no “either-nor” between the concepts for NPOs.

Keywords: business ethics, corporate governance, corporate social responsibility, non-profit organisations

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Authors: Tahar Tayachi, Ahlam Alrehaili

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Purpose: The purpose of this paper is to investigate the relationship between the corporate board characteristics and the dividend policy among firms on the Saudi Stock Exchange. Design/Methodology/Approach: This paper uses a sample of 103 nonfinancial firms over a time period of 4 years from 2015 to 2018. To investigate how corporate governance mechanisms such as board independence, the board size, frequency of meetings, and free cash flow impact dividends, the study uses Logit and Tobit models. Findings: This paper finds that board size, board independence, and frequency of board meetings have no influence on a firm’s decision to pay dividends, while board size has a significantly positive impact on the levels of cash dividends paid to investors. This study also finds that the level of free cash flows has a positively significant influence on both the decision to pay dividends and the magnitude of dividend payouts. Research Limitations/Implications: This paper attempts to study the effectiveness of dividend policy among some firms on the Saudi Stock Exchange. Practical Implications: The findings reveal that board characteristics, which represent one of the crucial mechanisms of corporate governance, were found to be complementary to corporate laws and regulations imposed on the Saudi market in 2015. The findings also imply that capital market authorities should revise their corporate regulations and ensure that protection laws are adequate and strong enough to protect the interests of all shareholders. Originality/Value: This paper is among the few studies focusing on dividend policy in Saudi Arabia. Finally, these findings suggest that the improvements in corporate laws in Saudi Arabia led to such an outcome, and it has become prevalent in dividend policy decisions and behaviors of Saudi firms.

Keywords: agency theory, Tobit, corporate governance, dividend payout, Logit

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Authors: A. R. Nor Azlina, H. Salwana, I. Zuraeda, A. R. Rashidah, O. Normah

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Transitioning towards globalization in the business environment has necessitated more essential growing changes such as competition, business strategy, innovation in technology and effectiveness of societal trends on adopting corporate governance are seen to be drivers of the future. This transformations on business environment has a significant impact to organizations’ performances. Many organizations are demanding for more proactive entrepreneurs with dynamic team, who can run and steer their business to success. Changing on strategy, roles, tasks, entrepreneurial skills and implementing corporate governance in relationship development is important to enhance the organization’s performance towards being more cost-efficient and subsequently increase its efficiency. Small Medium Enterprises (SMEs) in most developing countries are contributors to the economic growth of a nation. However, the potential of Microfinance Institutions (MFIs) is always overlooked in contributing towards SMEs development. The adoption of corporate governance and accountability in MFIs as driving forces for these SMEs is not incorporated in measurements of organization performance. This paper attempts to address some of the governance issues associated with dimensions of accountability in improving performances of microfinance institutions. Qualitative approach was adopted in this study to analyze the data collected. The qualitative approach emerges as contributing factor in understanding and critiquing accountability processes, as well as addressing the concerns of practitioners and policymakers. A close researcher engagement with the field which concerns process, embracing of situational complexity, as well as critical and reflective understandings of organizational phenomena remain as hallmarks of the tradition. It is concluded that in describing and scrutinizing an understanding of managerial behavior, organizational factors and macro-economic relationship in SMEs firm need to be improved. This is also the case in MFIs. A framework is developed to explore the linkage of corporate governance and accountability issues related to entrepreneurship as factors affecting MFIs performances in facing ongoing transformation of organization performance within Malaysian SMEs industries.

Keywords: accountability, corporate governance, microfinance, organization performance

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Authors: Patrick Velte

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Sustainability reporting has become a central element of modern corporate governance practice. This paper is the first to recognize supervisory board independence, sustainable expertise and gender diversity in two European two tier countries and their impact on sustainability reporting quality. For a sample of 188 German and Austrian companies which are listed at the Prime Standard of the Frankfurt and Vienna Stock Exchange for the business years 2012-2013, descriptive findings show that CSR reporting quality is still low in both countries. Furthermore, multiple regressions state that independent and female members in the supervisory board do have a positive impact on CSR reporting quality in Germany and Austria. However, the existence of sustainable experts in the supervisory board both in Germany and Austria shows a positive but insignificant impact. Our findings suggest that the current European corporate governance regulations can be a useful instrument to increase the quality of modern CSR reporting for the stakeholders.

Keywords: sustainability reporting, corporate governance, gender diversity, board independence

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Authors: Dian Andari

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In several decades, Islamic Banks (IBs) has proliferated internationally. To ensure IBs’ accountability to all stakeholders, a governance system is established. Similar to conventional banks (CBs), IBs create corporate governance system. In addition, IBs have Shari’ah Supervisory Board (SSB) as part of Shari’ah governance formed purposively to ensure IBs innovative operations comply to the Shari’ah. Thus, all boards in IBs must actively participate in good corporate as well as Shari’ah governance. The research will analyze SSB’s performance and quality of disclosure by observing 10 IBs annual report from 2011 to 2015 in Gulf countries. The content analysis will be done to see the relationship between SSB’s performance and quality of disclosure in the annual report. The analysis found that event all aspects of disclosure have been meet, financial disclosure still dominates the annual report. This can indicate that the SSB’s focus is on the interest of capital providers.

Keywords: Islamic banks, Shari'ah supervisory board, accountability, quality of disclosure

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Authors: Lara Al-Haddad, Mark Whittington

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This paper aims to examine the impact of two influential internal corporate governance mechanisms, namely board characteristics and ownership structure on the use of real activities-based and accrual-based earnings management by Jordanian public firms. Using panel data from Jordanian public firms after the introduction of the Jordanian Corporate Governance Code (JCGC) in 2009, the study finds both institutional ownership and managerial ownership constrain the use of real and accrual earnings manipulations. On the other side, both independent directors and largest shareholders are found to exaggerate the incidence of using real and accrual earnings management. The study also examines the trade-off between real and accrual earnings management and found that Jordanian firms use a combination of real and accrual-based earnings management to obtain the greatest effect on earnings reporting strategies. For the purpose of this study, three types of real earnings management are considered: sales manipulation, overproduction, and the abnormal reduction of discretionary expenditures. The abnormal discretionary accrual is considered for accruals management. While for the internal corporate governance mechanisms; board characteristics are examined by using board independence, board size, and CEO-duality; and ownership structure is examined by using managerial ownership, institutional ownership, foreign ownership and largest shareholder ownership. To the best knowledge of the researchers, this study is the first to examine the relationship between board characteristics and real earnings management in Jordan. Further, it is the first to examine the relationship between corporate governance mechanisms and discretionary accruals after the introduction of the Jordanian Corporate Governance Code in 2009. Thus, the findings of this study have important policy implications for policymakers, regulators, standard setters, audit professional, and investors in their attempts to constrain the practice of earnings management, whether real or accrual, and to improve the financial reporting quality in Jordan.

Keywords: board characteristics, Jordan, ownership structure, real earnings management

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Authors: Gulnara Moldasheva

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The research explores the relationship between management responsibility and corporate governance of listed companies in Kazakhstan. This research employs firm level data of randomly selected listed non-financial firms and firm level data “operational” financial sector, consisted from banking sector, insurance companies and accumulated pension funds using multivariate regression analysis under fixed effect model approach. Ownership structure includes institutional ownership, managerial ownership and private investor’s ownership. Management responsibility of the firm is expressed by the decision of the firm on amount of leverage. Results of the cross sectional panel study for non-financial firms showed that only institutional shareholding is significantly negatively correlated with debt to equity ratio. Findings from “operational” financial sector show that leverage is significantly affected only by the CEO/Chair duality and the size of financial institutions, and insignificantly affected by ownership structure. Also, the findings show, that there is a significant negative relationship between profitability and the debt to equity ratio for non-financial firms, which is consistent with pecking order theory. Generally, the found results suggest that corporate governance and a management responsibility play important role in corporate performance of listed firms in Kazakhstan.

Keywords: ownership, corporate governance, debt to equity ratio, corporate performance

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Authors: Tina Vuko, Marija Maretić, Marko Čular

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The aim of this study is to analyze the role and effectiveness of internal mechanism (audit committee) of corporate governance on credit institutions performance in Croatia. Based on research objective, sample of 78 credit institutions listed on Zagreb Stock Exchange, from 2007 to 2012, has been collected and efficiency index of audit committee (EIAC) has been created. Based on the sample and created EIAC, conclusions are as follows: audit committees of credit institutions have medium efficiency, based on EIAC measurement; there is a significant difference in audit committee effectiveness, in observed period; there is no positive relationship between audit committee effectiveness and credit institution performance; there is a significant difference between level of audit committee effectiveness and audit firm type. Future research should contain increased number of elements in EIAC creation and increased sample, for all obligators who need to establish audit committee.

Keywords: corporate governance, audit committee, financial institutions, efficiency index of audit committee

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Authors: Khaled Alotaibi, Salah Alhamadi, Ibraheem Almubarak

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The study attempts to explore both corporate governance (GC) and business ethics (BE) practices in Kuwaiti banks and the relationship between CG and BE, using an accountability framework. By examining the perceptions of key stakeholder groups, this study investigates the practices of BE and CG in Islamic banks (IBs) compared to conventional banks (CBs). We contribute to the scarce studies concerned with relations between CG and BE. We have employed a questionnaire survey method for a random sample of crucial relevant stakeholder groups. The empirical analysis of the participants’ perceptions highlights the importance of applying CG regulations and BE for Kuwaiti banks and the clear link between the two concepts. We find that the main concern is not the absence of CG and BE codes, but the lack of consistent enforcement of the regulations. Such a system needs to be strictly and effectively implemented in Kuwaiti banks to protect all stakeholders’ wealth, not only that of stockholders. There are significant patterns in the CG and BE expectations among different stakeholder groups. Most interestingly, banks’ client groups illustrate high expectations concerning CG and BE practices.

Keywords: corporate governance, GC, business ethics, BE, Islamic banks, IBs, conventional banks, CBs, accountability

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Authors: Barbara Ballan

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Environmental Justice (EJ) and Environmental Social Governance (ESG) are trending terms used to address the impacts of corporate actions and environmental and social regulations on the people and the planet. ESG is a private governance invention (though increasingly required by public law) that aims to disclose environmental and social criteria while fostering value for businesses. On the other hand, EJ was borne as a social movement that evolved into a regulatory tool employed by EJ advocates and governmental agencies to assess inequalities in environmental impacts and regulations. However, EJ usage is expanding, and private environmental governance in the form of ESG disclosure frameworks is incorporating EJ criteria, indexes, and tools as part of its metric-driven approach. There is an existing tension between (1) the notion of social justice at the heart of the environmental justice movement and (2) the nature of for-profit corporations which generate value by externalizing costs, translated to environmental injustices. This study aims to explore the paradoxical relation of ESG, including EJ criteria, despite their opposing notions, in response to the need for innovative mechanisms to address today’s pressing social and environmental challenges. To that end, this study will evaluate and critically assess the inclusion of EJ in ESG reporting. Furthermore, it identifies gaps in ESG frameworks and proposes the integration of EJ tools to address these deficiencies. This work is intended to help both businesses looking to expand their ESG frameworks and include EJ criteria to inform corporate decisions and assure long-term corporate viability, as well as EJ supporters in understanding the complex dynamic of ESG disclosure for the pursuit of EJ objectives.

Keywords: environmental justice, ESG, sustainability reporting, corporate law, environmental law, social justice

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Authors: Ndagi Salihu

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Corporate governance mechanisms are the control measures for ensuring that all the interests groups are equally represented and management are working towards wealth creation in the interest of all. Therefore, there are many empirical studies during the last three decades on corporate governance and firm performance. However, little is known about the effects of family ownership on the relationship between corporate governance and firm performance, especially in the developing economy like Nigeria. This limit our understanding of the unique governance dynamics of family ownership with regards firm performance. This study examined the impact of family ownership on the relationship between governance mechanisms and financial performance of publicly listed companies in Nigeria. The study adopted quantitative research methodology using correlational ex-post factor design and secondary data from annual reports and accounts of a sample of 23 listed companies for a period of 5 years (2014-2018). The explanatory variables are the board size, board composition, board financial expertise, and board audit committee attributes. Financial performance is proxy by Return on Assets (ROA) and Return on Equity (ROE). Multiple panel regression technique of data analysis was employed in the analysis, and the study found that family ownership has a significant positive effect on the relationships between corporate governance mechanisms and financial performance of publicly listed firms in Nigeria. This finding is the same for both the ROA and ROE. However, the findings indicate that board size, board financial expertise, and board audit committee attributes have a significant positive impact on the ROA and ROE of the sample firms after the moderation. Moreover, board composition has significant positive effect on financial performance of the sample listed firms in terms of ROA and ROE. The study concludes that the use of family ownership in the control of firms in Nigeria could improve performance by reducing the opportunistic actions managers as well as agency problems. The study recommends that publicly listed companies in Nigeria should allow significant family ownership of equities and participation in management.

Keywords: profitability, board characteristics, agency theory, stakeholders

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Authors: Chen Shuwen, Nunthapin Chantachaimongkol

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Since the world has moved into a transitional period, known as globalization; the business environment is now more complicated than ever before. Corporate information has become a matter of great importance for stakeholders, in order to understand the current situation. As a result of this, the concept of corporate governance has been broadly introduced to manage and control the affairs of corporations while businesses are required to disclose both financial and non-financial information to public via various communication channels such as the annual report, the financial report, the company’s website, etc. However, currently there are several other issues related to asymmetric information such as moral hazard or adverse selection that still occur intensively in workplaces. To prevent such problems in the business, it is required to have an understanding of what factors strengthen their transparency, accountability, fairness, and responsibility. Under aforementioned arguments, this paper aims to propose a conceptual framework that enables an investigation on how corporate governance mechanism influences disclosure efficiency of listed companies in the Association of Southeast Asia Nations (ASEAN) and the factors that should be considered for further development of good behaviors, particularly in regards to voluntary disclosure practices. To achieve its purpose, extensive reviews of literature are applied as a research methodology. It is divided into three main steps. Firstly, the theories involved with both corporate governance and disclosure practices such as agency theory, contract theory, signaling theory, moral hazard theory, and information asymmetry theory are examined to provide theoretical backgrounds. Secondly, the relevant literatures based on multi- perspectives of corporate governance, its attributions and their roles on business processes, the influences of corporate governance mechanisms on business performance, and the factors determining corporate governance characteristics as well as capability are reviewed to outline the parameters that should be included in the proposed model. Thirdly, the well-known regulatory document OECD principles and previous empirical studies on the corporate disclosure procedures are evaluated to identify the similarities and differentiations with the disclosure patterns in the ASEAN. Following the processes and consequences of the literature review, abundant factors and variables are found. Further to the methodology, additional critical factors that also have an impact on the disclosure behaviors are addressed in two groups. In the first group, the factors which are linked to the national characteristics - the quality of national code, legal origin, culture, the level of economic development, and so forth. Whereas in the second group, the discoveries which refer to the firm’s characteristics - ownership concentration, ownership’s rights, controlling group, and so on. However, because of research limitations, only some literature are chosen and summarized to form part of the conceptual framework that explores the relationship between corporate governance and the disclosure practices of listed companies in ASEAN.

Keywords: corporate governance, disclosure practice, ASEAN, listed company

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Authors: Ernest Nweke, Enkhtuya Bavuudorj

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The harsh realities of the scandalous failure of several notable corporations in the past two decades have inextricably resulted in a surge in corporate governance studies. Nevertheless, little or no attention has been paid to corporate governance studies in Mongolian firms and much less to the comprehension of the correlation among ownership structure, corporate governance mechanisms and trend of innovative activities. Innovation is the bed rock of enterprise success. However, the funding and support for innovative activities in many firms are to a great extent determined by the incentives provided by the firm’s internal and external governance mechanisms. Mongolia is an East Asian country currently undergoing a fast-paced transition from socialist to democratic system and it is a widely held view that private ownership as against public ownership fosters innovation. Hence, following the privatization policy of Mongolian Government which has led to the transfer of the ownership of hitherto state controlled and state directed firms to private individuals and organizations, expectations are high that sufficient motivation would be provided for firm managers to engage in innovative activities. This research focuses on the relationship between ownership structure, corporate governance on one hand and the level of innovation on the hand. The paper is empirical in nature and derives data from both reliable secondary and primary sources. Secondary data for the study was in respect of ownership structure of Mongolian listed firms and innovation trend in Mongolia generally. These were analyzed using tables, charts, bars and percentages. Personal interviews and surveys were held to collect primary data. Primary data was in respect of corporate governance practices in Mongolian firms and were collected using structured questionnaire. Out of a population of three hundred and twenty (320) companies listed on the Mongolian Stock Exchange (MSE), a sample size of thirty (30) randomly selected companies was utilized for the study. Five (5) management level employees were surveyed in each selected firm giving a total of one hundred and fifty (150) respondents. Data collected were analyzed and research hypotheses tested using Chi-Square test statistic. Research results showed that corporate governance mechanisms were better and have significantly improved overtime in privately held as opposed to publicly owned firms. Consequently, the levels of innovation in privately held firms were considerably higher. It was concluded that a significant and positive relationship exists between private ownership and good corporate governance on one hand and the level of funding provided for innovative activities in Mongolian firms on the other hand.

Keywords: corporate governance, innovation, ownership structure, stock exchange

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Authors: Muhammad Akhtaruzzaman

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The impact of corporate environmental social and governance (ESG) on financial performance is often difficult to quantify despite the ESG related theories predict that ESG performance improves financial performance of a company. This research examines the link between corporate ESG performance and the financial performance of the NZX (New Zealand Stock Exchange) listed companies. For this purpose, this research utilizes mixed methods approaches to examine and understand this link. While quantitative results found no robust evidence of such a link, however, the qualitative analysis of content data suggests a strong cooccurrence exists between ESG performance and financial performance. The findings of this research have important implications for policymakers to support higher ESG-performing companies and for management practitioners to develop ESG-related strategies.

Keywords: ESG, financial performance, New Zealand firms, thematic analysis, mixed methods

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Authors: Meltem Karatepe Kaya

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The concept of corporate governance is not new but, due to the recent international financial crisis, it has become prominent in contemporary business, accounting and legal debates. There is a wealth of anecdotal evidence which shows that protection of minority shareholders is an important issue in the corporate governance literature. Minority shareholders typically hold low amounts of stocks, so the benefits gained from their participation in shareholder meetings are very asymmetric to the cost. Therefore, the presence of a good corporate governance structure is the proper protection of and respect for the rights and interests of shareholders, particularly those of minority shareholders. The research will attempt to find answers to the following questions: Why minority shareholders’ rights should be protected? How minority shareholders’ rights could be improved? Does the legal framework in the United Kingdom provide adequate protection for minority shareholders? This study will assess regulations about the legal protections of minority shareholders and try to find answer this question: ’Why is it inevitable for company law to treat in a successful way the problems arising from minority shareholders' conflict with other shareholders of a company?’The protection of minority shareholders is not only a corporate governance objective in its own right but also has added importance particularly in developing countries. In the United Kingdom(UK) and the United States of America(USA), there are diffused ownership structures so that any shareholders do not influence the management of the company. This is in stark contrast to companies in developing countries such as Turkey where controlling shareholders and related insiders are a well-known feature of ownership structures, and where companies are often governed and managed by controlling shareholders such as family firms and associated companies through cross-shareholdings and pyramiding ownership structures. In Turkey, the agency problem is not between shareholders and management. Rather it gives rise to another dimension of the agency problem – a conflict of interest between majority shareholders (controlling) and minority shareholders. This research will make a particularly useful contribution to knowledge-based information and understanding of company law in the UK, particularly minority shareholders' remedies. It will not only give information about law and regulations of minority shareholders' remedies but also it will provide some knowledge about doctrinal discussions and relevant cases. The major contribution to study will be in the knowledge of law and regulation in the legal protections of minority shareholders in the United Kingdom and Turkey. In this study, the recommendations will be given for the development of the legal framework and practices of protections for minority shareholders and small investors.

Keywords: controlling shareholders, corporate governance, derivative actions, minority shareholders

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Authors: Edmund Gyimah

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Using data from 146 annual reports of listed firms in Ghana for the period 2013-2020, this study presents indicative findings which inspire practical actions and future research. Firms which prepared and presented sustainability reports were excluded from this study for a coverage of corporate sustainability disclosures centred on annual reports. Also, corporate sustainability disclosures of the firms on corporate websites were not included in the study considering the tendency of updates which cannot easily be traced. The corporate sustainability disclosures in the annual reports since the commencement of the G4 Guidelines in 2013 have been below average for all the dimensions of sustainability and the general sustainability disclosures. Few traditional elements of the board composition such as board size and board independence could affect the corporate sustainability disclosures in the annual reports as well as the age of the firm, firm size, and industry classification of the firm. Sustainability disclosures are greater in sustainability reports than in annual reports, however, firms without sustainability reports should have a considerable amount of sustainability disclosures in their annual reports. Also, because of the essence of sustainability, this study suggests to firms to have sustainability committee perhaps, they could make a difference in disclosing the enough sustainability information even when they do not present sustainability information in stand-alone reports.

Keywords: disclosures, sustainability, board, reports

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Authors: Joel S. Akintayo, Ramat T. Salman

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The stakeholders’ pressure on corporate managers to maintain firm’s profitability has created economic incentives for management to engage in earnings management practices. Therefore, this study examines the effects of audit quality and corporate governance on earnings management of quoted deposit money banks (DMBs) in Nigeria. This study specifically investigates the influence of audit tenure, audit fee, board independence, and board size on earnings management of DMBs. Explanatory research design was employed in carrying out the study while secondary data were sourced from the annual reports and accounts of all the 15 quoted DMBs in Nigerian Stock Exchange as at December 31, 2015 for a period of 10 years covering from 2006 to 2015. The data obtained for the study were analyzed using panel regression analysis approach. The findings reveal that board independence has a negative significant effect on earnings management at a 5% level of significance (p=0.002), while audit fee has a positive significant effect on earnings management at a 5% level of significance (p=0.013) and audit tenure has a negative significant effect on earnings management of DMBs at a 5% level of significance (p=0.003). Surprisingly, board size was statistically not significant at a 5% level of significance (p=0.086). The study concludes that high audit quality and sound corporate governance could improve the earnings quality of DMBs. Hence, the study recommends that the authorities saddled with the responsibility of banking supervision in Nigeria such the Securities and Exchange Commission (SEC) and CBN to advise the National Assembly in Nigeria to pass into law the three years professional requirement for audit tenure.

Keywords: audit quality, audit tenure, audit fee, board independence, corporate governance, earnings management

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Authors: Lalla Nezha Lakmiti, Abdelkahar Zahid

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Due to the setbacks on the international scene and the wave of cacophonic financial scandals affecting large international groups, the new Islamic finance industry is not immune despite its initial resistance. The purpose of this paper is to understand and analyze the meaning of the Corporate Governance (CG) concept in Moroccan Islamic banking systems with specific reference to their institutions. The research objective is to identify also the path taken and adopted by these banks recently set up in Morocco. The foundation is rooted in shari'a, in particular, no stakeholder (the shareholding approach) must be harmed, and the ethical value is reflected into these parties’ behavior. We chose a qualitative method, semi-structured interviews where six managers provided answers about their banking systems. Since these respondents held a senior position (directors) within their organizations, it is felt that they are well placed and have the necessary knowledge to provide us with information to answer the questions asked. The results identified the orientation of participating banks and assessing how governance works, while determining which party is fovoured: shareholders, stakeholders or both. This study discusses the favorable condition to the harmonization of the regulations and therefore a better integration between Islamic finance and conventional ones in the economic context of Morocco.

Keywords: corporate governance, Islamic Banks, stakeholders, shareholders

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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

Procedia PDF Downloads 344