Exploring the Board Structures and Member Profiles of Top ASX Companies in Australia: An Industry‐level Analysis

Using published data from the top 166 ASX companies and 1244 corporate board members, this paper presents an industry‐level analysis of board structures and member profiles, and assesses them in terms of the ASX (2014, 2003) principles and recommendations. The analysis reveals that the average board size was seven, non‐executive director (NED) representation on boards was 70%, women held 14% of seats on corporate boards, 17% of NEDs were women and 2% of firms had chairperson/CEO duality positions. The Financial, Industrial and Energy sectors consisted of a majority of executive directors from business and the accounting field and NEDs from the engineering field with work experience of 20 to 30 years. A greater degree of diversity in the field of study and previous experience in the same and different sectors was found in relation to board members in the majority of industrial sectors. The analysis reveals that board characteristics such as board size, having a clear majority of NEDs on boards, decreasing trends in chairperson/CEO duality position, board member diversity in terms of qualifications and previous experience in the same and different sectors were largely consistent with the ASX principles and corporate governance practices.     

Audit Committee Regulation in Australia: How Far Have We Come?

This paper presents a synopsis of the major developments in corporate governance regulations and recommendations for Australian audit committees, categorised into three distinct periods of regulation from 1976 to 2004. Earlier Australian research on audit committee formation, composition and diligence is summarised and compared. The research is then extended by presenting the results of an empirical study of 188 of the top 300 ASX listed companies with a financial year end of 30 June 2004, the first year of the third period of regulation. The results indicate that compliance with corporate governance regulations and recommendations had improved substantially with respect to: audit committee formation; the number of audit committee members, non‐executive directors on the audit committee; financial expertise of audit committee members; and the frequency of audit committee meetings. However, the number of independent directors on audit committees was well below ASX best practice guidelines.     

The Role of the Independent Director: Evidence from a Survey of Independent Directors in Australia

The purpose of this paper is to report the results of a survey of independent directors on a range of issues relating to the execution of their role including the independent directors' perceptions relating to board effectiveness, board interactions, information sources, and performance and evaluation. A survey was forwarded to independent directors of the top 200 Australian Securities Exchange (ASX) listed companies. The paper aims to provide the perceptions of independent directors themselves and so contribute to the literature through a better understanding of the nature of the work performed by Australian company independent directors and the environment in which it occurs. Findings suggest that the fundamental role of the independent director has not changed as a result of the corporate governance reforms.     

The Influence of Remuneration Structures on Financial Reporting Quality: Evidence from Australia

This cross‐sectional study investigates the influence of remuneration structures on financial reporting quality, based on a sample of companies listed on the Australian Securities Exchange (ASX). Compliance with Remuneration Principle eight issued by ASX (providing recommendations on formation, operation and disclosure of remuneration committees) is expected to improve financial reporting quality represented by a decreased level of earnings management. This study expands the corporate governance literature by examining an under‐researched mechanism to address the agency problem. Earnings management, as a consequence of the agency problem, is measured using the level of absolute discretionary accruals. In this study, we use the modified Jones model to measure the level of discretionary accruals and the existence of reduced earnings management. The study is conducted using a random sample of 214 firm‐year observations selected from the ASX listed companies. Our findings show a higher level of compliance with the principle on remuneration is associated with lower levels of earnings management. The findings support the efficient functioning of the ASX‐proposed remuneration structure in reducing earnings manipulations.     

Corporate governance and the timeliness of corporate internet reporting by U.K. listed companies

This study is an examination of the timeliness of corporate internet reporting by U.K. companies listed on the London Stock Exchange (LSE). The research examines the significance of several corporate governance and firm-specific characteristics as potential determinants of the timeliness of corporate internet reporting.Our primary analysis provides evidence of a significant association between timely corporate internet reporting and the corporate governance characteristics of board experience and board independence. Our findings provide evidence that boards with less cross directorships, more experience in terms of the average age of directors, and lower length in service for executive directors provide more timely corporate internet reporting. We find that board independence is negatively associated with timely corporate internet reporting.Follow-up analysis provides additional evidence of a significant association between the timeliness of corporate internet reporting and board experience. The evidence indicates that role duality and block ownership are associated with less timely corporate internet reporting.Our findings also reveal strengths and weaknesses in the Internet reporting of U.K. listed companies. Companies need to voluntarily focus on improving the timeliness dimension of their corporate internet reporting so that the EU and U.K. accounting regulators do not replace recommendations with regulations.     

Agency costs,ownership structure and corporate governance compliance: A private contracting perspective

This paper examines whether the adoption of specific corporate governance practices, and, in particular, adherence to an overall code of governance practice, is associated with agency cost benefits for companies listed on the Australian Securities Exchange (ASX). Using a private and voluntary contracting setting, the adoption of individual corporate governance attributes is found to have no influence on firm-level agency costs, whereas greater compliance with an overall governance index variable representative of the ASX Corporate Governance Council requirements now in force results in significantly lower agency costs. The beneficial influence of voluntary governance compliance on agency costs is also found to be independent of firm ownership structure, with these findings having a range of implications for firms both in Australia and globally.     

The Interrelationship Between Managerial Ownership and Board Structure

Abstract:  The paper tests the hypothesis that high managerial ownership entrenches managers by allowing the CEO to create a board that is unlikely to monitor. The results show a strong negative relationship between the level of managerial ownership and corporate governance factors, such as, the split of the roles of the CEO and the Chairman, the proportion of non-executive directors, and the appointment of a non-executive director as a Chairman. I also find that companies with low managerial ownership are more likely to change their board structure to comply with the Cadbury (1992) recommendations. The results suggest that managers, through their high ownership, choose a board that is unlikely to monitor. Overall, the findings cast doubt on the effectiveness of the board as an internal corporate governance mechanism when managerial ownership is high.     

Accounting conservatism and voluntary corporate governance mechanisms by Australian firms

This study examines the relationship between voluntary adoption of selected corporate governance mechanisms and accounting conservatism for a sample of firms listed on the Australian Securities Exchange (ASX) over the 11‐year period prior to the promulgation of the ASX Corporate Governance Council Good Governance Principles and Best Practice Recommendations in 2003. Using four accounting and market‐based accounting conservatism measures, our results provide evidence of both conditional and unconditional conservatism in accounting reporting for Australian firms. We find that voluntary audit committee formation, increasing board independence and decreasing board size are positively associated with unconditional accounting conservatism and negatively related to the degree of conditional conservatism. Our results support the contention that firms voluntarily adopting perceived best practice corporate governance mechanisms employ unconditional accounting conservatism as a complimentary agency control device and are consistent with the observed negative association between the unconditional and conditional forms of accounting conservatism practice.     

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.     

The Need for Effective Communication with Market Stakeholders

Good corporate governance practices have become increasingly important in determining the cost of capital in global capital markets. The Australian Stock Exchange (ASX) aims to promote an environment of market confidence so that listed companies can obtain reasonably priced capital and maximise the value of their listing. As the market operator, the exchange has the ability to set and monitor disclosure standards and to support dialogue between companies and investors. However, a problem with corporate governance disclosures in Australia is that they have not delivered particularly meaningful information to investors about the performance of individual companies.     

Corporate governance and ownership structure of target companies and the outcome of takeovers

This paper examines the influence of the corporate governance and ownership attributes of target companies on the outcome of takeovers in Australia between 1991 and 2000. The findings suggest that board composition and chairperson identity of target companies and director, institutional investor and external share ownership in targets have minimal effects on the likelihood of takeover success. The nature of the recommendations of target directors is found to be the most significant determinant of takeover success or failure, and bid premium levels and offer price revisions are also shown to be important in discriminating between successful and failed takeovers. The results bring into question the likely effectiveness of the introduction of formal corporate governance requirements in Australia and advocate a modification to existing corporate legislation to encourage takeover activity.     

公司治理对财务控制的影响——来自我国制造业上市公司的证据

本文以代理理论为指导,运用我国制造业上市公司调查数据和公开数据,考察了公司治理对财务控制的影响。实证研究发现,第一大股东持股比例、独立董事制度、董事会活跃程度等因素对财务控制效果有显著影响。改善财务控制需要从公司治理方面入手,包括建立健全约束大股东行为的相关机制,提高董事会独立性作为制衡大股东的重要措施,运用组合治理机制,实现对财务控制的再控制;多元化经营的公司要重视企业集团的内部治理,重视财务控制系统的更新与变革。     

Female directors on the board and cost of debt: evidence from Australia

We examine whether the presence of female board members has any impact on the cost of debt among Australian listed companies. We find that female presence on the board is negatively associated with the cost of debt. Most importantly, our findings support the argument of critical mass theory that a certain threshold of gender balance is required for enhancing board effectiveness. Our results are valid irrespective of alternate model specifications and endogeneity issues. Overall, the results provide support to the ASX Corporate Governance Principles and Recommendation for the appointment of female directors on corporate boards.     

The impact of internet stock message boards on cross-sectional returns of small-capitalization stocks

We examine the impact of more than 2.5 million HotCopper messages on the Australian stock market. HotCopper is the largest online stock message board in Australia and the sample of messages covers over 2000 companies listed on the Australian Securities Exchange (ASX) from January 2003 through December 2008. We exclude messages surrounding public price-sensitive announcements released centrally by the ASX in order to examine the private information content of internet board messages. We find that the number of board messages and message sentiment significantly and positively relate to the contemporaneous returns of underperforming (low ROE, EBIT margin, EPS) small capitalization stocks with high market growth potential (low book-to-market). Posting activity is positively associated with trading volume for small stocks and negatively associated with bid-ask spreads for small and large stocks in the short term. Bullish small stocks outperform bearish ones significantly in respective days and months, exhibiting no return reversals to pre-message board activity levels in subsequent time periods. Large stocks are not found to be affected by message board activity. We conclude that higher message board activity quickly reflects itself into the prices of small capitalization stocks in a highly regulated market like the ASX.     

How Board Oversight Can Drive Climate and Sustainability Performance

The authors present persuasive evidence that board leadership is essential for solving critical sustainability issues like climate change. As fiduciaries to investors and stewards of a company's performance and success, corporate directors have a critical role to play in providing oversight of material risks to corporate strategy and performance, especially those posed by climate change. Drawing upon a report by Ceres and KKS Advisors, the authors show that perhaps most important among best practices for companies intent on establishing effective board governance are the creation of formal board mandates for sustainability, the recruitment of directors with sustainability expertise, and the linking of executive pay to sustainability performance. The authors' study also provides compelling evidence that when companies put in place such governance features, their sustainability performance improves notably. The international banking group BNP Paribas and the electric utility Iberdrola are held up as illustrations of governance systems that are likely to be effective in helping companies respond to climate change.     

Does compliance with corporate governance codes help to mitigate financial distress?

This paper analyzes whether the compliance with corporate governance codes helps to mitigate the financial distress of firms. We examine three different levels of compliance: overall compliance, the compliance with the recommendations regarding the board of directors and the compliance with the recommendations on board subcommittees. Our results reveal that only the fulfillment with the recommendations about the board of directors leads to a reduction in the likelihood of financial distress. These findings extend the academic debate concerning the role of governance codes and their impact on firm outcomes, and have practical implications for both professionals and firms. Moreover, our findings emphasize the need to distinguish between the different types of recommendations to investigate the effects of these codes. In addition, the results can be useful for policymakers in the configuration of new requirements and recommendations regarding corporate governance structures. Furthermore, our results contribute to the literature, delving into the determinants of the financial distress of firms.     

公司治理与银行借款融资

本文以中国深沪两市A股上市公司为样本,检验了公司治理在银行信贷决策中的作用。通过检验公司治理水平对企业银行借款融资能力和融资成本的影响,我们发现,企业银行借款融资能力方面,无论长期借款还是短期借款,公司治理因素对企业银行借款融资能力均没有影响,银行更看重企业的经营状况。企业银行借款融资成本方面,我们发现公司治理机制中只有监事会特征和股权集中度对企业银行借款融资成本有显著影响。具体地,监事会规模越大,融资成本越低;股权集中度越高,融资成本越高。本文结果说明公司治理因素在我国银行放贷决策中的作用有限。     

Sustainability Risk Disclosure Practices of Listed Companies in Australia

This paper investigates the extent to which the top 100 ASX listed companies disclosed economic, environmental and social sustainability risk factors during the 2014/15 financial year in light of the changes introducing Recommendation 7.4 to the third edition of the Corporate Governance Principles and Recommendations in 2014. While all companies complied with the Recommendation, questions of substance over form were raised because some companies had risks that were not disclosed according to Recommendation 7.4. Our conclusion outlines how this research contributes to the growing literature on sustainability and corporate governance. We add to the continuing debate on mandatory versus voluntary disclosures, advocating that Australia may need to introduce mandatory guidelines, beyond the ASX, to regulate the disclosure of material economic, environmental and social risks. Additionally, we conclude that Recommendation 7.4 is unlikely to substantially change Australian corporate reporting and disclosure practices – that, for most companies, it is ‘business as usual’. However, under business as usual, we can naturally expect to see further increases in sustainability and alternative reporting frameworks, such as integrated reporting, as well as increasing use of the Internet to report and disclose sustainability risks.     

保险公司治理评价:指标体系构建与评分计算方法

保险公司治理评价是保险公司治理理论与实践的重要组成部分。本文构建了一个涵盖股东权益机制、董事会治理、监事会治理、经理层治理、信息披露机制、利益相关者治理、公司治理文化、公司社会责任等8个一级指标以及与之相关的33个二级指标和117个三级指标的保险公司治理评价指标体系。本文基于层次分析法对保险公司治理评分的计算方法进行了探讨,并籍此对保险公司治理评分进行了算例分析。该保险公司治理评价指标体系与评分计算方法有利于促进保险公司自身的治理诊断控制,并能为保险公司的股东、债权人、员工、客户等各类利益相关者的相关决策及政府的监管提供有益的指导与参考。