Voluntary forward-looking statements driven by corporate governance and their value relevance

This paper examines the impact of corporate governance on the level of voluntary disclosures of forward-looking statements in the narrative sections of annual reports. It also examines whether the forward-looking statements that are driven by governance are informative about future earnings. This analysis is drawn from a large-scale sample of UK FTSE All-Share companies for financial years ending within the period January 1996–December 2007. We find that corporate governance influences companies’ decisions to voluntarily disclose these statements. The main drivers are directors’ ownership, board size, board composition, and the duality of the CEO’s role. These results suggest that better corporate governance improves reporting practice. We further find that the forward-looking statements of well governed firms improve the stock market’s ability to anticipate future earnings. Our findings have important implications for policy makers and regulators because they confirm that the effectiveness of corporate governance in the practice of disclosure is a function of certain characteristics and that the voluntary forward-looking statements of well governed firms contain value relevant information for investors.     

The impact of corporate governance on Internet financial reporting

This study examines the association between corporate governance mechanisms and disclosure transparency measured by the level of Internet financial reporting (IFR) behavior. We measure corporate governance by shareholder rights, ownership structure, board composition, and audit committee characteristics. We develop a disclosure index to measure the extent of each sample firm’s IFR by presentation format, information content, and corporate governance disclosures. Results indicate that firms with weak shareholder rights, a lower percentage of blockholder ownership, a higher percentage of independent directors, a more diligent audit committee, and a higher percentage of audit committee members that are considered financial experts are more likely to engage in IFR. The findings suggest that corporate governance mechanisms influence a firm’s Internet disclosure behavior, presumably in response to the information asymmetry between management and investors and the resulting agency costs. Additional exploratory analysis indicates that the association between corporate governance and IFR varies with firm size. Our results suggest that new regulatory guidance in corporate governance leads to improved disclosure transparency via IFR.     

Perpetuating traditional influences: Voluntary disclosure in Malaysia following the economic crisis

Prior research on listed companies in Malaysia, Hong Kong and Singapore during and before the 1997 financial crisis has reported a significant association between ownership structure and the extent of voluntary disclosure in annual reports. We examine data for Malaysia after the 1997 financial crisis to assess whether the regulatory reaction to the crisis increased the awareness of disclosure as a tool of corporate governance and reduced the influence of insider domination on voluntary disclosure. We contrast director ownership and government ownership as determinants of voluntary disclosure in Malaysian company annual reports. Additionally, we include consideration of proprietary costs by testing whether industry competitiveness has an impact on voluntary disclosure.We find that director ownership is significantly associated with the extent of voluntary disclosure while government ownership, new governance initiatives and industry competitiveness are not significant in pointing companies towards greater transparency. We conclude that, despite the upheaval of the economic crisis, traditional influences of director ownership and family domination of the board outweigh the effect of government-backed accountability initiatives in determining the extent of voluntary disclosure.     

A study of the relationship between corporate governance structures and the extent of voluntary disclosure

The primary objective of this study is to test a theoretical framework relating four major corporate governance attributes with the extent of voluntary disclosure provided by listed firms in Hong Kong. These corporate governance attributes are the proportion of independent directors to total number of directors on the board, the existence of a voluntary audit committee, the existence of dominant personalities (CEO/Chairman duality), and the percentage of family members on the board. Using a weighted relative disclosure index for measuring voluntary disclosure, the results indicate that the existence of an audit committee is significantly and positively related to the extent of voluntary disclosure, while the percentage of family members on the board is negatively related to the extent of voluntary disclosure. The study provides empirical evidence to policy makers and regulators in East Asia for implementing the two new board governance requirements on audit committee and family control.     

中国期货经纪公司治理有效性研究

中国期货经纪公司在内部治理方面存在着股权结构不合理、管理层独立性不强、监督机制不完善、独立董事制度尚未完全建立、相关利益主体对公司监控作用较小等问题;在外部治理方面存在信息披露制度落后和市场竞争不充分造成的经理人市场缺失等问题;期货经纪公司的经营业绩与其第一大股东持股比重、期货经纪公司的董事会和监事会规模、外部债权人质量、营业部数量等因素正相关,而期货经纪公司董事长兼任总经理现象则对公司业绩产生负面影响。     

Factors influencing corporate governance disclosures: evidence from Alternative Investment Market (AIM) companies in the UK

This study examines the relationship between company and ownership characteristics and the disclosure level of compliance with Quoted Companies Alliance (QCA) recommendations on corporate governance in Alternative Investment Market (AIM) companies. We report clear evidence that compliance increases with company size, board size, the proportion of independent non-executive directors, the presence of turnover revenue, and being formerly listed on the Main Market. However, we find that shell and highly geared AIM companies disclose relatively lower levels of corporate governance than recommended under QCA guidelines. Our findings suggest that market regulators should review the potential impact of the quality of corporate governance in these companies on the future vibrancy of AIM. We find no evidence that ownership structure or the type of Nominated Advisor is related to disclosure of compliance with QCA guidelines. Overall, in a lightly regulated environment such as the AIM market, it seems that companies will ultimately pursue a cost–benefit strategy in voluntarily complying with good corporate governance practice.     

基于主成份分析的上市公司治理水平体系构建

全球金融危机的爆发与蔓延突显出公司治理对风险防范的重要性,政府监管层、上市公司以及投资者自身都产生了对公司治理进行评价的客观要求。本文将公司治理体系分为股权结构、董事会治理、经理层治理、信息披露及透明度、伦理维度五个层面,运用主成份分析方法来寻求上述五个层面各代理变量的线性组合,构建了上市公司治理水平体系。     

Extent of corporate governance disclosure by banks and finance companies listed on Nepal Stock Exchange

Corporate governance disclosure has seen renewed interest by researchers, policy makers, and regulating bodies internationally, but has remained only an emerging construct in Nepal. The primary purpose of this study was to assess the extent of mandatory corporate governance disclosure in Nepal. The secondary purpose was to examine the associations between the extent of disclosures and five firm-specific characteristics. The third purpose was to assess the significant determinants to explain variations of disclosures. The study's sampling frame consisted of 125 banking and finance companies listed on Nepal Stock Exchange. A sample size of 59 companies was randomly selected. On average, companies disclosed 91% of items in the mandatory category, 48% in the voluntary category, and 74% in total. A significant positive correlation existed between governance disclosures and firm characteristics of size, leverage, and foreign ownership. There was no significant relation between governance disclosure and listing age or profitability. With regards to determinants, bank size was a significant predictor of governance disclosure. Three regression models for total disclosures (DScore), mandatory disclosures [DScore (M)], and voluntary disclosures [DScore (V)] with three predictors of size, leverage, and foreign ownership were significant and explained 47%, 24%, and 54% variations respectively in total, mandatory, and voluntary corporate governance disclosures in Nepal. This research provides guidelines to policy makers and standard setters for developing future regulations and accounting policies.     

外资并购模式对我国上市公司治理结构影响的差异性分析

以我国沪、深两市在1999～2005年内发生外资并购的48家上市公司为样本,选取股权结构、董事会、监事会、股东大会、高管层以及信息披露六个维度共13个指标,通过因子分析法定量研究外资并购对我国上市公司治理结构的影响,发现不同并购模式下公司治理结构得到优化的比例呈现较大差异:拍卖收购模式为100%,协议收购非流通股为40.91%,二级市场收购流通股为60%,增资扩股为50%,成立合资公司为22.22%,收购母公司为40%。     

Corporate Governance: Factors Influencing Voluntary Disclosure by Publicly Traded Canadian Firms*

We report on the comprehensiveness of voluntary corporate governance disclosures in the annual reports and management information circulars of Toronto Stock Exchange (TSE) firms. We focus on disclosure of the corporate governance practices implemented by our sample of TSE 300 firms vis‐à‐vis the 14 guidelines set out in the TSE's report on corporate governance Where Were the Directors? Our analysis indicates that only a very few firms disclose that they have fully implemented the TSE guidelines, and that the extent of disclosure of corporate governance practices implemented varies widely among the firms. We then test factors associated with the comprehensiveness of such disclosures and the choice of disclosure medium using simultaneous equations multivariate analysis. We also assess the influence of publicized corporate governance failures on disclosure. Overall, our results suggest that the choices of disclosure medium and the extent of disclosure are made concurrently, and are influenced by the strategic considerations of management.     

公司治理对保险公司绩效影响的实证检验——以24家中资财产保险公司为例

近年来,金融机构的治理问题日益引起学者们的重视,成为公司治理领域研究的热点。综观已有的国内外文献,国外研究侧重于不同所有制保险公司的治理差异,且样本多来自英美发达国家;而国内保险公司治理研究刚刚起步,在研究变量、研究样本的选择上还存在一些不足。鉴于此,本文以24家中资财产保险公司为样本,实证检验了股权结构、董事会特征、高管激励机制、信息披露透明度等治理机制对保险公司绩效的影响。     

Culture, Corporate Governance and Disclosure in Malaysian Corporations

Evidence from research conducted on corporate accounting indicates that the interaction of environmental factors in fluences disclosure practices. The purpose of this study is to examine the importance of various corporate governance and cultural (race and education) characteristics, in addition to firm–specific factors, as possible determinants of voluntary (non–mandatory accounting and non–accounting information) disclosures in the annual reports of Malaysian listed corporations. The results of the regression analysis indicate significant associations (at the 5 per cent level) between two corporate governance variables ( viz . chair who is a non–executive director and domination of family members on boards) and the extent of voluntary disclosure. This finding has implications for corporate governance policy formulation by the Malaysian Institute of Corporate Governance (MISG). One cultural factor (proportion of Malay directors on the board) is significantly associated (at the 5 per cent level) with the extent of voluntary disclosure suggesting that governmental focus on culture may solicit a response to secrecy from those who feel threatened.     

Role of corporate governance in mitigating the selective disclosure of executive stock option information

We examine the nature and extent of statutory executive stock option disclosures by Australian listed companies over the 2001–2004 period, and the influence of corporate governance mechanisms on these disclosures. Our results show a progressive increase in overall compliance from 2001 to 2004. However, despite the improved compliance, the results reveal managements’ continued reluctance to disclose more sensitive executive stock option information. Factors associated with good internal governance, including board independence, audit committee independence and effectiveness, and compensation committee independence and effectiveness are found to contribute to improved compliance. Similarly, certain external governance factors are associated with improved disclosure, including external auditor quality, shareholder activism (as proxied by companies identified as poor performers by the Australian Shareholders’ Association) and regulatory intervention.     

Large shareholders’ power and the quality of corporate governance: An analysis of Brazilian firms

This paper analyzes the incentives of large shareholders to implement the corporate governance system that favors their interests within a framework of highly concentrated ownership and poor legal protection for investors. A metric for corporate governance based on the fulfillment of non-mandatory rules of good corporate governance is used. System GMM (Generalized Method of Moments) estimates for a balanced panel data of Brazilian firms reveal that the ownership concentration is detrimental to corporate governance quality and the quality of board composition. In accordance with the expropriation effect on principal-principal agency conflicts, by weakening the corporate governance system and board composition, large controlling shareholders may use private benefits of control. As proposed by the substitution effect, in a complementary way, controlling shareholders may renounce strong boards and directly perform management monitoring, mitigating agency conflicts with managers. Finally, the ability of large shareholders other than the main blockholder is not enough to contest his/her power to shape the corporate governance system. The work provides evidence of the prominence of the principal–principal agency problem in an emerging market, by analyzing the effect of ownership concentration over the quality of the corporate governance system, and also that other large non-controlling shareholders are not able to contest the power of the main blockholder.     

Quality of financial reporting: evidence from the listed Saudi nonfinancial companies

This study assesses the quality of information disclosed by a sample of nonfinancial Saudi companies listed on the Saudi Stock Exchange. The study also compares the extent of corporate disclosure before and after the creation of the Saudi Organization of Certified Public Accountants (SOCPA). We classify information disclosed in the annual reports into three main categories: mandatory; voluntary related to mandatory; and voluntary unrelated to mandatory disclosure. The sample provided 63% and 66% of the total population of companies listed on the Saudi Stock Exchange in the years 1992 and 1999.In departure from most previous studies conducted in this area of research, we weighted the indexes of disclosure by the mean and median responses of seven users of the annual reports in Saudi Arabia. The results of both unweighted and weighted indexes are reported. The outcome of the analysis indicated a relatively high compliance with the mandatory requirements in all industries covered by the study, with the exception of the electricity sector. As for the voluntary disclosure, whether related or unrelated to mandatory disclosure, the analysis revealed that Saudi companies disclose information more than the minimum required by law. The level of voluntary disclosure, however, is relatively low. The analysis also showed that the creation of SOCPA has had little impact on corporate reporting in Saudi Arabia.     

Bank ownership structures and sustainable banking initiatives: The moderating effect of governance mechanism

Bank regulators in the Sub-Saharan Africa (SSA) region are increasingly focusing on effective bank ownership structures (BOS) as a key corporate governance (CG) mechanism to drive sustainable banking disclosures (SBD). However, it is unclear whether BOS can lead to an enhancement in SBD. Understanding these key associations can help policymakers and banks design sustainable strategies to promote SBD. In this study, we fill this gap by investigating the impact of BOS on SBD and determining the extent to which broad CG disclosure moderates this relationship. We conduct a dynamic two-step system generalized method of moments model over an extensive dataset. We demonstrate that the relationship between BOS and SBD is contingent on the quality of the CG mechanisms. Bank ownership by institutions and foreign investors (government) positively (negatively) impacts SBD. Also, there is a negative but insignificant relationship between director ownership and SBD. Finally, the relationship between BOS and SBD is positively moderated by the extent of CG disclosure. This moderating effect improves for banks with quality CG mechanisms. We identify CG disclosure as the possible channel through which BOS and SBD are interlinked. Our findings call for banks to adopt and implement good governance disclosures to improve SBD.     

Corporate governance and disclosures on the transition to International Financial Reporting Standards

For reporting periods ending on or after 30 June 2004, Australian companies were required to disclose the expected impact of applying Australian equivalents of International Financial Reporting Standards effective from 1 January 2005. The objective of this paper is to examine the association between the level of disclosure and corporate governance quality. Using a sample of listed companies with 30 June balance dates, we find that the quantity of disclosure was positively related to some aspects of superior corporate governance, such as the frequency of board and audit committee meetings and the choice of auditor.     

Quality of Corporate Governance and Cost of Equity in Brazil

Common sense suggests that the adoption of better corporate governance practices, which enable greater transparency, more protection against capital expropriation, and greater rights for investors, should have the effect of reducing the risk perceived by shareholders and so lead to lower required returns. This article investigates the existence of an inverse relationship between the quality of corporate governance and the cost of equity capital for Brazilian companies. The authors begin by constructing a broad index of corporate governance quality that combines four key aspects of corporate governance: (1) transparency and disclosure; (2) structure of the board of directors; (3) ownership and control structure; and (4) shareholder rights. To estimate the cost of equity, the CAPM was applied by using ex ante market premiums calculated with a simple discounted‐dividend method. On the basis of a sample of 67 Brazilian companies traded at the São Paulo Stock Exchange (Bovespa) during the period 1998–2008, the study concludes that there is a significant inverse relationship between the cost of equity and a number of proxies for effective governance, particularly those representing transparency and disclosure. Closer inspection of the reductions in cost of capital associated with improvements in the specific governance quality index components suggests that companies would benefit the most from prompt submission of information to regulators and full disclosure of executive pay.     

Determinants of corporate risk disclosure in large Spanish companies: a snapshot

Improvements in risk disclosure have been an important part of the corporate governance reforms. This paper is intended to identify the factors that explain the extent to which a sample of 35 listed Spanish firms disclose risk-related information. This study focuses on the risk disclosures made in the corporate governance reports during the year 2009. Using the content analysis technique an index was developed in order to assess the amount and quality of the risk information disclosed by Spanish companies. Several characteristics were selected and their influence on the level of risk disclosure was tested empirically. Results indicate that sector and risk level are positively related to the extent of corporate risk disclosures. This study adds to the international research on risk disclosure by extending the scope of the current understanding of risk reporting practices and their determinants. The findings could be especially useful for regulators and policy-makers in order to enhance risk disclosure and to improve transparency.     

The use of the Internet for corporate reporting in the Mercosur (Southern common market): The Argentina case

This study examines disclosure practices on the websites of companies listed on the Buenos Aires Stock Exchange. We perform content analysis to provide evidence on Internet reporting practices by 84 publicly traded firms. We also identify the characteristics of firms that communicate financial and non-financial information on the Internet. We find that companies in the financial and insurance, services and mining industries disclose more financial and non-financial information on their websites than companies in other industries. The average concentration of ownership is 68%, with 27% of the companies being controlled by foreign groups. Those companies with higher concentration disclose more financial and non financial information than companies with less concentration. Companies in the financial and insurance and service industries, utilize their websites for commercial purposes to facilitate access to customers to their accounts and also to sell services. This e-commerce usage of websites is less developed in other industries. About 71% of companies in the financial and insurance industry are included in the Merval25 index and are audited by Big 4. These companies are both larger in size and less profitable than companies in other industries. We find that profitability and leverage do not have significant effect on corporate Internet reporting practices and that growth has negative effect on corporate Internet reporting practices. We also find that companies in the mining sector provide significantly more disclosure about social responsibility indicating a desire to improve the public image of harming the environment. The results documented, herein, extend the literature on voluntary disclosure of financial and non-financial information using the Internet in emerging markets.