Legally‐Recognised Group Structures: An Exploratory Analysis

Corporate groups are the dominant vehicle for organising business activity in Australia. For accounting purposes, a corporate group is treated as a single economic entity, and for this reason empirical research largely ignores the underlying legal structures. While the basic position at law is that each company within the corporate group is a separate legal entity, we demonstrate how the regulatory interventions of tax consolidation and the deed of cross‐guarantee may interfere with this fundamental notion. Using hand‐collected observations for the S&P/ASX200, we provide unique insights into individual group composition and identify corporate groups that have achieved optimal reporting efficiencies, as envisaged by the regulator, by adopting these legally‐recognised group structures. We also identify cases that appear to exploit these regimes for more strategic reasons, which may result in legal complications when untangling the complexities of group liability. It is clear from our analysis that there is very little homogeneity in group organisation among the large Australian public companies that we study.     

The One.Tel Collapse: Lessons for Corporate Governance

One.Tel was a major corporate collapse in Australia in 2001. At the time of its collapse, it was the fourth largest telecommunications company in Australia with more than two million customers and operations in eight countries. Analyses of quantitative and qualitative data from diverse sources suggest that One.Tel's collapse is a classic case of failed expectations, strategic mistakes, wrong pricing policy, and unbridled growth. The company's meteoric rise and fall was associated with serious deficiencies in its corporate governance, including weaknesses in internal control, financial reporting, audit quality, board's scrutiny of management, management communication with the board, and poor executive pay‐to‐performance link. Thus, the collapse of One.Tel has several important lessons on the role of corporate governance in preventing corporate collapse.     

董事会报告可读性、制度环境与股权资本成本

依据2007-2016年中国上市公司数据,考量上市公司董事会报告的可读性、制度环境与股权资本成本之间的关系。结果发现：董事会报告更好的可读性、制度环境更完善有助于降低公司股权资本成本;制度环境越完善,公司股权资本成本越少受到董事会报告可读性的影响。鉴此,应完善公司非财务信息披露和外部制度环境,促进企业有效信息的对外传递,降低企业融资成本。     

中期财务报告自愿审计的动机和市场反应分析——基于中国上市公司的经验数据

作为外部治理机制的审计是公司信息披露质量的重要保证,目前法规对上市公司中期财务报告的审计并无强制性法规要求,许多上市公司选择中期财务报表自愿审计,其行为是一种主动传递信息的过程。本文通过对我国上市公司2007至2010年证券市场自愿中报审计的经验数据分析,对公司自愿中报审计的动机和市场反应进行了实证研究。研究发现:公司中期财务报表自愿审计与公司的成长性和公司规模显著相关,且公司的财务状况和股权性质对公司的自愿审计有一定影响;同时,市场对上市公司中期财务报告自愿审计行为有一定的正面反应,但这种反应效力不足,且持续力较低。     

公司透明度与股价波动同步性的相关性研究

本文选取2001-2007年在深交所上市的所有A股上市公司为研究样本,以深交所的信息披露评级指标作为公司信息透明度的度量指标,在此基础上,考察公司透明度对股价波动同步性的影响。实证结果表明,随着公司信息透明度的改善,股价同波动性不断下降,但各信用评级等级之间的股价同波动性差异并不高。本文给出了可能的分析解释,并指出了下一步深入研究的方向。     

Superannuation in Society: What are the Accountability Relationships and is there a Role for (Group) Accounting?

Superannuation fund reporting is a topical issue: it is in a state of flux and currently on the Australian Accounting Standards Board (AASB) work program for 2012, with the release of ED 223 Superannuation Entities in December 2011. Issues under debate include uncertainty regarding the users of superannuation financial reports, and the application of the principle of ‘transaction neutrality’ to accounting for corporate groups by superannuation entities. Accountability reporting by superannuation funds has remained largely unchanged since the introduction of compulsory superannuation 20 years ago. This paper describes the changing nature of superannuation from a managerial gratuity to a type of deferred pay, and how accounting for superannuation is likely to increase in significance as it responds to the shifting economic nature of superannuation, especially since the global financial crisis. This paper uses basic content analysis to analyse member submissions to the Australian Government's Review into Governance, Efficiency, Structure and Operation of Australia's Superannuation System 2009, and submissions to the AASB's consultation paper on consolidation accounting for superannuation entities in 2007. Limited characterisations of members as being not interested in financial reporting are out of step with the underlying nature of superannuation, and will likely change as the economic significance of superannuation increases in the future.     

Corporate Governance in China: a Step Forward

Recently, the presumed benefits of corporate governance have become one of the most contentious issues especially for emerging markets in Asia where institutional settings are quite different from other parts of the world. Using an internationally accepted benchmark (OECD's Principles of Corporate Governance, OECD, 2004 ), this study evaluates the progress of corporate governance practice of Chinese listed companies. A corporate governance index (CGI) is constructed to measure the quality of corporate governance practices of the 100 largest listed firms in China during 2004‐2006. The results show that Chinese companies have been making progress in the corporate governance reform. The findings also show a positive relation between market valuation and overall corporate governance practices, as measured by the CGI, among these Chinese listed companies. Additional investigation reveals that the rights of shareholders are the main driver in the relationship.     

Regulating for corporate human rights abuses: The emergence of corporate reporting on the ILO's human rights standards within the global garment manufacturing and retail industry

Despite the ubiquitous nature of the discourse on human rights there is currently little research on the emergence of disclosure by multinational corporations on their human rights obligations or the regulatory dynamic that may lie behind this trend. In an attempt to begin to explore the extent to which, if any, the language of human rights has entered the discourse of corporate accountability, this paper investigates the adoption of the International Labour Organisation's (ILO) human rights standards by major multinational garment retail companies that source products from developing countries, as disclosed through their reporting media. The paper has three objectives. Firstly, to empirically explore the extent to which a group of multinational garment retailers invoke the language of human rights when disclosing their corporate responsibilities. The paper reviews corporate reporting media including social responsibility codes of conduct, annual reports and stand-alone social responsibility reports released by 18 major global clothing and retail companies during a period from 1990 to 2007. We find that the number of companies adopting and disclosing on the ILO's workplace human rights standards has significantly increased since 1998 – the year in which the ILO's standards were endorsed and accepted by the global community (ILO, 1998). Secondly, drawing on a combination of Responsive Regulation theory and neo-institutional theory, we tentatively seek to understand the regulatory space that may have influenced these large corporations to adopt the language of human rights obligations. In particular, we study the role that International Governmental Organisation's (IGO) such as ILO may have played in these disclosures. Finally, we provide some critical reflections on the power and potential within the corporate adoption of the language of human rights.     

Australian Financial Graphs: An Empirical Study

The use of graphs to disclose financial information in corporate annual reports represents a significant dimension of financial disclosure management. This study replicates and extends previous research into financial graphs by documenting the nature and extent of graph use and departures from representational neutrality among the 1991 corporate annual reports of the top one hundred companies listed on the Australian Stock Exchange. Eighty-nine per cent of companies use graphs; the mean number is 9.4, with diversified companies using the most graphs. The most commonly graphed financial variables are sales, profit, EPS and DPS. Evidence is found that graph use is contingent upon favourable performance. In addition, material measurement distortion is found in 34 per cent of all key financial graphs. Eighty-six per cent of companies have slope parameters which depart more than 10° from the optimum, thus impairing communicative effectiveness. A range of design strategies are employed which are consistent with the adoption of an impression management schema. No persistent systematic differences between forms of distortion and industry group are found. Comparison with prior single-country studies reveals that graphs are used more extensively in Australia than in the U.S.A., the U.K. or Canada, but that there is less evidence of impression management. This latter finding is consistent with the view that there are fewer short-term and capital-market pressures in Australia.     

Annual report readability and corporate agency costs

Annual reports are the main sources of information for outside investors’ investment decisions and enable shareholders to supervise the management. Difficulties with the readability of these reports may therefore have serious consequences. Using 19,221 firm-year observations of Chinese A-share listed firms from 2001 to 2015, we investigate the association between annual report readability and corporate agency costs, where readability is proxied by report file length and/or file size. We find that firms with better annual report readability experience lower agency costs, and the negative association between readability and agency costs is more pronounced in firms with higher external audit quality, internal control quality or analyst coverage. These results hold after several robustness checks. The positive effect of annual report readability is stronger in private firms than in state-owned enterprises, and becomes stronger after the implementation of new accounting standards in 2007. Readable annual reports can help in monitoring corporate insiders’ opportunistic behavior and thus reduce agency costs.     

数字化转型能否降低企业资本成本

依据2007—2020年我国上市公司数据,考量数字化转型对企业资本成本的影响。结果显示,数字化转型可以有效降低企业资本成本;机制检验结果表明,数字化转型通过缓解信息不对称、强化企业创新动能、提高内部控制质量等路径降低企业资本成本。进一步研究发现,高科技企业以及企业面临较高环境不确定性时,数字化转型降低企业资本成本的效果更显著。结论从降低企业资本成本的视角为企业如何推进数字化转型战略提供了经验证据。     

企业社会责任报告鉴证意见是否具有信息含量——来自我国上市公司的经验证据

近年来,我国上市公司披露企业社会责任报告的现象越来越多,企业保证社会责任报告质量的方式有两种:一是独立第三方出具的企业社会责任报告鉴证意见;二是企业董事会对企业社会责任报告质量出具的自我承诺。这两种保证形式是否具有信息含量是大家所关心的问题。本文以沪深两市2009—2010年披露企业社会责任报告的940家上市公司为研究对象,依据信号传递理论,运用事件研究法研究发现:企业社会责任报告鉴证意见具有正向的市场反应,而董事会承诺不具有市场反应。根据我国的制度背景、理论分析和实证结果,从如何完善我国的企业社会责任报告鉴证标准、鉴证主体、鉴证客体、政府部门对董事会承诺的监管重点等方面提出了政策建议。     

Chief executive officer remuneration disclosure quality: corporate responses to an evolving disclosure environment

We examine chief executive officer remuneration disclosure in Australia from 1998 to 2004. Disclosure was first required by the Company Law Review Act 1998 (CLRA98). Despite CLRA98's clear intentions, firms generally failed to comply until the requirements were formalized by Director and Executive Disclosures by Disclosing Entities (AASB1046), issued in 2004. For a sample of 124 firms, we find significant improvements in disclosure concurrent both with CLRA98 and AASB1046. We also find firm size, corporate governance, auditor quality, cross‐listing status and public scrutiny to be significant explanations of disclosure. Our results indicate that high quality disclosures will only come about through detailed, black letter requirements and that principle‐based legislation involving interpretative discretion is unlikely to produce the desired level of disclosure.     

On the importance of systematic risk factors in explaining the cross-section of corporate bond yield spreads

In this paper we examine the importance of systematic equity market factors in explaining the cross-sectional variation in yield spreads on corporate debt. Based on a sample of 1771 corporate bonds over the period from January 1985 to March 1998, we find that once the default-related variables are controlled for, bond betas or sensitivities to aggregate equity market risks have very limited explanatory power. This is in contrast to [Elton, E.J., Gruber, M.J., 2001. Explaining the rate spread on corporate bonds. Journal of Finance 56, 247–277] who find that market factors tied to expected returns are predominantly important, but who do not control for these variables (i.e. the relevant variables from structural models), possibly biasing their estimates. On the other hand, our finding that the systematic factors exhibit some limited explanatory power suggests that the standard contingent claims approach may not fully apply. This finding is consistent with previous research that bond betas are not completely irrelevant once market frictions are introduced. Overall, the evidence provides empirical support for the proposition that structural models capture important elements of corporate bond yield spread determination and equity market systematic factors are by no means predominant.     

Does adopting good corporate governance impact the cost of intermediated and non‐intermediated debt?

This study examines the impact of good corporate governance practices on the reported cost of debt for Australian listed companies. Prior research has established that governance lowers the cost of non‐intermediated debt ( Sengupta, 1998 ; Bhojraj and Sengupta, 2003 ; Ashbaugh‐Skaife et al., 2006 ). We extend this analysis to the Australian corporate debt market which is dominated by intermediated or privately held debt. Our findings are consistent with the prior work and shows that increased corporate governance lowers cost of debt. However, when we split the sample companies into intermediated and non‐intermediated debt sub‐samples, we find this result only holds for the non‐intermediated debt sub‐sample. Furthermore, we find that small companies that adopt better corporate governance practices do not benefit through lower cost of debt. This raises questions about the merits of universal adoption of costly governance practices.     

Corporate Governance and Issues From the Insurance Industry

In this article, we review the literature and empirical research on the nature and consequences of corporate governance. We particularly assess the impact of corporate governance on firm performance and risk taking. While the article analyzes the general literature on corporate governance in publicly listed firms, we also discuss issues pertaining to the insurance industry. The article identifies avenues for future research.     

Does Corporate Governance Predict Future Performance? Evidence from Hong Kong

This study uses time‐series data to examine the relation between changes in the quality of corporate governance practices and subsequent market valuation among large listed companies in Hong Kong. The results indicate that firms that exhibit improvements in the quality of corporate governance display a subsequent increase in market valuation, whereas firms that exhibit deterioration in the quality of corporate governance practices tend to encounter a decline in market valuation. Additionally, the impact is greater for firms that are included in the MSCI index or with a China affiliation. The results provide evidence in support of the notion that good corporate governance can predict future market valuation.     

Application of the Reporting Entity Concept in Australia

For decades, the reporting entity concept has been the foundation of differential reporting in Australia. Those entities classified as ‘reporting entities’ are, prima facie, required to produce full GAAP‐based financial reports while other (non‐reporting) entities are generally able to produce less complex and shorter ‘special purpose’ financial reports. In recent years, the application of the concept, as originally set out in the Statement of Accounting Concepts (SAC) 1 Definition of the Reporting Entity, has been criticized on several grounds—particularly, that it does not yield the reporting outcomes originally intended by regulators. Our analysis of 1,546 companies lodging financial statements with the corporate regulator in Australia (ASIC) shows the principles‐based criteria in SAC 1, designed to indicate the existence of a reporting entity, do not systematically explain its application by entities. Our findings are relevant for policy makers, researchers, and regulators concerned with how these choices might be more effectively regulated in future and whether this is best done through principles‐based or rules‐based approaches.     

我国传媒上市企业资本结构与公司绩效关系的实证研究

资本市场的大幅膨胀,传媒企业竞相上市,中国传媒行业掀起一波融资热潮。以我国的传媒行业2007～2009年数据为研究样本对我国传媒上市企业资本结构与公司绩效关系进行实证研究,结果表明,我国传媒业的资本结构与企业绩效之间存在负相关关系,此外,模型中加入的控制变量中股权集中度、公司成长性、资产流动性以及股权流动性与资本结构存在显著的线性相关性。     

Do significant risk warnings in annual reports increase corporate bond credit spreads? Evidence from China

Based on listed companies issuing bonds on the Shanghai and Shenzhen Stock Exchanges from 2007 to 2017, this study analyzes the relationship between significant risk warnings in Chinese companies’ annual reports and corporate bond credit spreads. The main findings are as follows. First, in the Chinese market, “substantial warnings of significant risks” can significantly improve corporate bond credit spreads, reflecting the risk-warning effect; second, state-owned property rights weaken this effect, which only pertains to listed companies with poor risk management and low information quality; third, significant risk warnings increase investors’ heterogeneous beliefs, also affecting credit spreads; and fourth, through textual analysis, it is found that the corporate bond credit spread is greater when the disclosed risk factors are more pessimistic and less similar to those of the previous year. The findings of this paper help to enrich the literature on credit spreads and risk disclosure.