Search results for: good corporate governance

Authors: Anouschka Swart

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In 2023, sport faces a plethora of challenges including but not limited to match-fixing, corruption and doping to its integrity that, threatens both the commercial and public appeal. The continuous changes and commercialisation that has occurred within sport have led to a variety of consequences resulting in the need for ethics to be revived, as it used to be in the past to ensure sport is not in danger. In order to understand governance better, the Institute of Directors in Southern Africa, a global network of professional firms providing Audit, Tax and Advisory services, outlined a process explaining all elements with regards to corporate governance. This process illustrates a governing body’s responsibilities as strategy, policy, oversight and accountability. These responsibilities are further elucidated to 16 governing principles which are highlighted as essential for all organisations in order to achieve and deliver on effective governance outcomes. These outcomes are good ethical culture, good performance, effective control and legitimacy therefore, the aim of the study was to investigate the general state of governance within the clubs affiliated with a rugby club in South Africa by utilizing the King IV Code as the framework. The results indicated that the King Code IV principles are implemented by these rugby clubs to ensure they demonstrate commitment to corporate governance to both internal and external stakeholders. It is however evident that a similar report focused solely on sport is a necessity in the industry as this will provide more clarity on sport specific problems.

Keywords: South Africa, sport, King IV, responsibilities

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Authors: Rabiaal Adawiyah Shazali, Corina Joseph

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The disclosure of Intellectual Capital (IC) information is getting more vital in today’s era of a knowledge-based economy. Companies are advised by accounting bodies to enhance IC disclosure which complements the conventional financial disclosures. There are no accounting standards for Intellectual Capital Disclosure (ICD), therefore the disclosure is entirely voluntary. Hence, this study aims to investigate the extent of ICD and to examine the relationship between corporate governance and ICD in Malaysia. This study employed content analysis of 100 annual reports by the top 100 public listed companies in Malaysia during 2012. The uniqueness of this study lies on its underpinning theory used where it applies the institutional isomorphism theory to support the effect of the attributes of corporate governance towards ICD. In order to achieve the stated objective, multiple regression analysis were employed to conduct this study. From the descriptive statistics, it was concluded that public listed companies in Malaysia have increased their awareness towards the importance of ICD. Furthermore, results from the multiple regression analysis confirmed that corporate governance affects the company’s ICD where the frequency of audit committee meetings and the board size has positively influenced the level of ICD in companies. Findings from this study would provide an incentive for companies in Malaysia to enhance the disclosure of IC. In addition, this study would assist Bursa Malaysia and other regulatory bodies to come up with a proper guideline for the disclosure of IC.

Keywords: annual report, content analysis, corporate governance, intellectual capital disclosure

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Authors: V. Naciti, L. Pulejo, F. Cesaroni

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This study empirically analyzes whether the composition of the board of directors (BoD) enhances sustainability performance, in order to understand how the BoD contribute to the integration of Sustainable Development Goals (SDGs) in their businesses. Hypotheses are developed based on the agency theory and stakeholder theory. Using a system generalized method of the moment (SGMM) two-step estimator, with data from Sustainalytics and Compustat databases for 362 firms in six regions, we find that firms with more diversity on the board and a separation of chair and CEO roles have higher sustainability performance. Moreover, our findings provide that a higher number of independent directors is negatively associated with sustainability performance. This study contributes to the literature on corporate governance and the firm’s performance by demonstrating that the composition of the board of directors contributes to a better sustainability performance: by the implementation of a particular corporate governance mechanism, it is possible to integrate SDGs in the corporate strategy.

Keywords: sustainable development goals, corporate governance, board of directors, sustainability performance

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Authors: Ghadeer A.Al-Jabaree, Husam Aldeen Al-Khadash, M. Nassar

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This study aimed at investigating the effect of well-designed corporate governance system on the financial stability of insurance companies listed in ASE. Further, this study provides a comprehensive model for evaluating and analyzing insurance companies' financial position and prospective for comparing the degree of corporate governance application provisions among Jordanian insurance companies. In order to achieve the goals of the study, a whole population that consist of (27) listed insurance companies was introduced through the variables of (board of director, audit committee, internal and external auditor, board and management ownership and block holder's identities). Statistical methods were used with alternative techniques by (SPSS); where descriptive statistical techniques such as means, standard deviations were used to describe the variables, while (F) test and ANOVA analysis of variance were used to test the hypotheses of the study. The study revealed the existence of significant effect of corporate governance variables except local companies that are not listed in ASE on financial stability within control variables especially debt ratio (leverage),where it's also showed that concentration in motor third party doesn't have significant effect on insurance companies' financial stability during study period. Moreover, the study concludes that Global financial crisis affect the investment side of insurance companies with insignificant effect on the technical side. Finally, some recommendations were presented such as enhancing the laws and regulation that help the appropriate application of corporate governance, and work on activating the transparency in the disclosures of the financial statements and focusing on supporting the technical provisions for the companies, rather than focusing only on profit side.

Keywords: corporate governance, financial stability and solvency margin, insurance companies, Jordan

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Authors: Matthew Morey, Aron Gottesman

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This paper examines the relationship between mutual fund governance and the activeness of equity mutual funds. Using a fund’s corporate culture as a proxy for its governance and controlling for other variables, we find that funds with the better governance are significantly more active than other funds. Further, we find the probability of finding a highly active fund increases significantly as the governance of the fund improves. We also find some evidence that the probability of finding a closet index fund increases as the governance of the fund declines. These results demonstrate that mutual fund governance should be considered carefully when making mutual fund investment decisions.

Keywords: active, share, mutual funds, economics

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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: 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: 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: C. P. Chukwuka, E. V. Chukwuka, F. Ukwadi

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This paper focuses on the advancement and societal impact of artificial intelligence (AI) systems. It explores the need for a theoretical framework in corporate governance, specifically in the context of 'hybrid' companies that have a mix of private and government ownership. The paper emphasizes the potential of AI to address challenges faced by these companies and highlights the importance of the less-explored state model in corporate governance. The aim of this research is to enhance AI systems for global impact and positive societal outcomes. It aims to explore the role of AI in refining corporate governance in hybrid companies and uncover nuanced insights into complex ownership structures. The methodology involves leveraging the capabilities of AI to address the challenges faced by hybrid companies in corporate governance. The researchers will analyze existing theoretical frameworks in corporate governance and integrate AI systems to improve problem-solving and understanding of intricate systems. The paper suggests that improved AI systems have the potential to shape a more informed and responsible corporate landscape. AI can uncover nuanced insights and navigate complex ownership structures in hybrid companies, leading to greater efficacy and positive societal outcomes. The theoretical importance of this research lies in the exploration of the role of AI in corporate governance, particularly in the context of hybrid companies. By integrating AI systems, the paper highlights the potential for improved problem-solving and understanding of intricate systems, contributing to a more informed and responsible corporate landscape. The data for this research will be collected from existing literature on corporate governance, specifically focusing on hybrid companies. Additionally, data on AI capabilities and their application in corporate governance will be collected. The collected data will be analyzed through a systematic review of existing theoretical frameworks in corporate governance. The researchers will also analyze the capabilities of AI systems and their potential application in addressing the challenges faced by hybrid companies. The findings will be synthesized and compared to identify patterns and potential improvements. The research concludes that AI systems have the potential to enhance corporate governance in hybrid companies, leading to greater efficacy and positive societal outcomes. By leveraging AI capabilities, nuanced insights can be uncovered, and complex ownership structures can be navigated, shaping a more informed and responsible corporate landscape. The findings highlight the importance of integrating AI in refining problem-solving and understanding intricate systems for global impact.

Keywords: advancement, artificial intelligence, challenges, societal impact

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Authors: Badar Khalid Hakim Alshabibi

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This study aims to examine the determinants of corporate board diligence in the listed firm in Sultanate of Oman, using four corporate board characteristics, the board size, board independence, board gender diversity, and nationality diversity. Design/methodology/approach: Using a sample comprised of all companies listed in the Muscat Securities Exchange over a ten-year period (2009–2019), the study applies Pooled OLS regression to examine the determinants of corporate board diligence. Findings: Drawing from the agency theory and institutional theory, the results reveal that the number of independent board members had statistical significance, suggesting that board independence can improve corporate board diligence, though board size and nationality diversity were found to have a negative association with corporate board diligence. There is no evidence, however, that board gender diversity improves corporate board diligence. Practical implications: The study provides insights for both the investors and regulatory authorities in developing economies. For the investors to be aware about the corporate board characteristics which enhance board monitoring, and for the regulatory authorities to consider revising the corporate governance codes which enhance the quality of governance practices. Originality/value: The study provides new evidence documenting the determinants of corporate board diligence in a developing country such as the Sultanate of Oman, which has a high potential for growth and attracting foreign investment, as stated in Oman vision 2040. In addition, this paper is the first to examine the association between corporate board diligence and corporate board diversity aspects.

Keywords: board diligence, board monitoring, board composition, board diversity, oman

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Authors: Synthia Atas Sari

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The purpose of this paper is to examine the impact of reward system which determine by government over the work of Board of Commissioners to implement good corporate governance in Indonesian state-owned enterprises. To do so, this study analyzes the adequacy of the remuneration, the job attractiveness, and the board commitment and dedication with the remuneration system. Qualitative method used to examine the significant features and challenges to the government policy over the remuneration determination for the board of commissioners to their roles. Data gathered through semi-structure in-depth interview to the twenty-one participants over nine Indonesian stated-owned enterprises and written documents. Findings of this study indicate that government policies over the remuneration system is not effective to increase the performance of board of commissioners in implementing good corporate governance in Indonesian stated-owned enterprises due to unattractiveness of the remuneration amount, demotivate active members, and conflict interest over members of the remuneration committee.

Keywords: reward system, board of commissioners, stated-owned enterprises, government policy

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Authors: Mahfoudh Hussein Mgammal

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The purpose of this paper is to investigate the moderating and mediating effect of corporate governance mechanisms proxy on the relationship of tax planning measured by effective tax rate components and tax disclosure. This paper tested the hypotheses by a 3-step hierarchical regression with 2010 to 2012 Malaysian-listed nonfinancial firms. We found companies positively value tax-planning activities. This indicates that tax planning is seen as a source of companies' wealth creation as the results show that there is an association between the tax disclosure and the extent of tax planning, and this relationship is highly significant. Examination of the implications of corporate governance mechanisms on the tax disclosure-tax planning association showed the lack of a significant coefficient related to any of the interactive variables. This makes it hard to understand the nature of the association. Finally, we further study the sensitivity of the results, the outcomes were also examined for the robustness and strength of the model specification utilizing OLS-effect estimators and the absence of tax planning related factors (GRTH, LEVE, and CAPNT). The findings of these tests display there is no effect on the tax planning-tax disclosure association. The outcomes of the annual regressions test show that the panel regressions results differ over time because there is a time difference impact on the associations, and the different models are not completely proportionate as a whole. Moreover, our paper lends some support to recent theory on the importance of taxes to corporate governance by demonstrating how the agency costs of tax planning allow certain shareholders to benefit from firm activities at the expense of others.

Keywords: tax disclosure, tax planning, corporate governance, effective tax rate

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Authors: Arnold Sanda Layuk

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Fraud in the disclosure of financial statements by management shows that agency conflict is an important issue in the company. The conflict has consequences for the agency costs that must be borne and has an impact on the firm's performance. The effect of agency costs on firm performance is investigated in this study, as well as whether several variables such as corporate governance mechanisms can positively moderate the agency cost and firm performance relationship. The agency cost is measured by the asset utilization ratio and discretionary expenditure ratio. The firm's performance is represented by the return on equity. Data was collected from the manufacturing companies listed on the Indonesia Stock Exchange from 2015 to 2019, then regressed on the panel data using the panel corrected standard error model (PCSE). According to the findings, agency costs are negatively related to firm performance, which supports previous empirical research findings. It also found that the agency cost and firm performance relationship is significantly moderated by board size and ownership concentration as the representatives of corporate governance mechanisms. It suggests that corporate governance can become tools to reduce agency costs and increase firm performance as well. The empirical evidence adds to previous research on agency conflict, particularly in emerging markets. These findings are expected to supplement previous research and provide additional information to shareholders in order to control opportunistic management decisions that affect their investments and discretionary operational expenses.

Keywords: agency cost, corporate governance, asset utilization ratio, firm performance

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Authors: Aneri Mehta, Neeti Chaudhary

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Governments of the countries around the world have started utilizing the potential of technology to deliver online information and services to their citizens. Using ICT in the form of e-governance could yield great benefits in the reform and modernization of the public sector. The experience of e-governance in a number of developed and developing countries has shown that ICT can be a tool for greater service delivery with the goal of improving service quality. E-governance can also promote ‘good governance’, greater civic engagement can increase opportunities for direct representation and voice, and support for increased democracy. This paper discusses and presents the survey findings that seek to test the role of e-governance in improving service delivery by altering the principal-agent relationship. It further seeks to elucidate the quality aspects of public service. Strong leadership is required to implement e-governance to capture and internalize the benefits of quality services and satisfied citizens.

Keywords: public service, service delivery, e-governance, good governance

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Authors: Ketevan Kokrashvili, Rusudan Kutateladze, Nino Pailodze

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Importance of management of legal entities under private law of which especially corporate management, as well as looking for ways of its improvement and perfection has become especially relevant in the twenty-first century, which was greatly contributed to by the global economic crisis. Some states have adopted Corporate Governance Codes; the European Union has set to work on a series of directives the main purpose of which is an improvement of corporate governance, provision of greater transparency and implementation of an effective control mechanism. This process is not yet completed, and various problematic issues associated with management of legal persons are still being debated among practitioner experts and scholars. Georgia is not an exception in this regard. The article discusses the legislative gaps, and in some cases, discrepancies having arisen in legal relationships under private law and having caused many practical problems. This especially applies to the management of capital companies.

Keywords: business entities, corporate management, capital public management, existing problems, legal discrepancies

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Authors: Salisu Adamu Abdullahi, Yusuf Abdullahi Manu

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Nigeria returned to a democratically elected government on May 29, 1999. This signaled the beginning of the journey into the Fourth Republic. The return has received popular endorsement by the electorates as the level of enthusiasm was high due to the yearnings and expectations by the electorate that democracy will bring about the much-desired change required by the general mass. As democracy would allow for popular participation through periodic elections and so on. The paper examines democracy, leadership, and challenges of good governance in Nigerias Fourth Republic. It utilizes secondary source of data and content analysis as a methodology. It argues that Nigerias practice of democracy over the years is marred by flagrant abuse of the principles of good governance by the ruling elite. This has posed threats to the survival of democracy due to non-adherence to one of the cardinal principles of democracy which is good governance. The paper recommends among others that the anti-corruption law is amended in such a way that death penalties be issued to those found wanting by the law.

Keywords: democracy, democratic consolidation, challenges, good governance

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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: Mehdi Asgarkhani

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Today, investment on Information Technology (IT) solutions in most organizations is the largest component of capital expenditure. As capital investment on IT continues to grow, IT managers and strategists are expected to develop and put in practice effective decision making models (frameworks) that improve decision-making processes for the use of IT in organizations and optimize the investment on IT solutions. To be exact, there is an expectation that organizations not only maximize the benefits of adopting IT solutions but also avoid the many pitfalls that are associated with rapid introduction of technological change. Different organizations depending on size, complexity of solutions required and processes used for financial management and budgeting may use different techniques for managing strategic investment on IT solutions. Decision making processes for strategic use of IT within organizations are often referred to as IT Governance (or Corporate IT Governance). This paper examines IT governance - as a tool for best practice in decision making about IT strategies. Discussions in this paper represent phase I of a project which was initiated to investigate trends in strategic decision making on IT strategies. Phase I is concerned mainly with review of literature and a number of case studies, establishing that the practice of IT governance, depending on the complexity of IT solutions, organization's size and organization's stage of maturity, varies significantly – from informal approaches to sophisticated formal frameworks.

Keywords: IT governance, corporate governance, IT governance frameworks, IT governance components, aligning IT with business strategies

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Authors: Synthia A. Sari

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The transparent nomination and selection process is the first step to obtaining qualified members of board. It is believed as the representative (agent) of the owners, members of the board must consist of competent and professional people. However, the development of transparent and ideal nomination and selection process in Indonesian State-owned enterprises (SOEs) has been based on relatively little research. Considering the relative importance attached by boards to conduct their roles in their principal’s interest in a variety of governance tasks in state-owned enterprises, the primary aim of this paper is to shed light on the extent of nomination and selection process impact performance of the board in implementing good corporate governance in Indonesian SOEs. The exploratory nature of this study led to the adoption of a qualitative research methodology which uses semi-structured interviews and publically available documents to collect a range of data pertaining board nomination and selection and the work of boards. Interviews were conducted with four informants from three Indonesian SOEs and Ministry of SOEs. Findings in this study demonstrate unclear job description and expectations board members as a result of unclear functions of the board in Indonesian SOEs make transparent and accountable nomination and selection process hard to conduct. This situation is vulnerable to the influences from political interest and that even the process itself can degenerate into situations of political interference. In the end, it leads to choosing the wrong person for membership of the board. This study makes a significant contribution to several fields; the human resource management, corporate governance, and Southeast studies by addressing the basic research gaps of board selection process issues in Indonesian SOEs. The gap is addressed by providing a more coherent framework for effective nomination and selection system which reflects more clearly the real experiences of those actually involved at board level.

Keywords: board selection and nomination process, Indonesian stated-owned enterprises, good corporate governance, political influence

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Authors: Henriette Scholtz

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Excessive executive directors’ remuneration remains a major concern for many stakeholders and are some of the factors to blame for the recent global financial crisis. The objective of this study was to examine whether certain firm characteristics are an effective way of protecting shareholders’ interests with respect to executive directors’ remuneration. To achieve this, an ordinary least squares model was used to test the relationship between the remuneration of executive directors and a number of firm and corporate governance characteristics to determine whether these characteristics have an influence on executive directors’ remuneration of large listed companies in South Africa. It was found that corporate governance reforms relating to institutional ownership, shareholder voting on the remuneration policy and the number of remuneration committee meetings acts as an effective governance tool to protect shareholder’s interests with regard to executive remuneration. There is no evidence that the number of non-executive directors on the remuneration committee has an influence on the executive directors’ remuneration.

Keywords: executive directors’ remuneration, agency theory, corporate governance, remuneration committee, directors’ shareholding, institutional ownership

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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

Abstract:

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

Abstract:

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: Tahar Tayachi, Ahlam Alrehaili

Abstract:

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: Achsania Hendratmi, Nisful Laila, Fatin Fadhilah Hasib, Puji Sucia Sukmaningrum

Abstract:

This study aims to compare and see the differences between Islamic bank in Indonesia and Islamic bank in Malaysia using RGEC method (Risk Profile, Good Corporate Governance, Earnings, and Capital). This study examines the comparison in business and social performance of eleven Islamic banks in Indonesia and fifteen Islamic banks in Malaysia. This research used quantitative approach and the collections of data was done by collecting all the annual reports of banks that has been created as a sample over the period 2011-2015. The test result of the Independent Samples T-test and Mann-Whitney Test showed there were differences in the business performance of Islamic Bank in Indonesia and Malaysia as seen from the aspect of Risk profile (FDR), GCG, and Earnings (ROA). Also, there were differences of business and social performance as seen from Earnings (ROE), Capital (CAR), and Sharia Conformity Indicator (PSR and ZR) aspects.

Keywords: business performance, Islamic banks, RGEC, social performance

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Authors: Patrick Velte

Abstract:

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: Lara Al-Haddad, Mark Whittington

Abstract:

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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