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.     

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.     

The impact of corporate governance on financial performance of Indian and GCC listed firms: An empirical investigation

Corporate governance plays a vital role in creating a corporate culture of consciousness, transparency, and openness. In this context, this paper provides a brief view about the background of corporate governance mechanisms in India and Gulf Corporation Council (GCC) countries, corporate legal system and monitoring policies laid down by Indian and GCC governments. Furthermore, it analyzes the impact of corporate governance mechanisms on the financial performance of Indian and GCC listed firms. The study uses a sample that consists of 53 non-financial listed companies from India and 53 non-financial listed companies from GCC countries for the period 2009–2016. Results revealed that board accountability (BA) and audit committee (AC) have an insignificant impact on firms' performance measured by ROE and Tobin’s Q. Similarly, transparency and disclosure (TD) have an insignificant negative impact on firms' performance measured by Tobin’s Q. Moreover, the country dummy results show that Indian firms are performing better than Gulf countries ones in terms of corporate governance practices and financial performance. The current study is considered as a battery for further research and studies particularly in India & GCC listed firms in the context of corporate governance and financial performance.     

Form versus substance: The effect of ownership structure and corporate governance on firm value in Thailand

We examine the relation between the quality of corporate governance practices and firm value for Thai firms, which often have complex ownership structures. We develop a comprehensive measure of corporate governance and show that, in contrast to conventional measures of corporate governance, our measurement, on average, is positively associated with Tobin’s q. Furthermore, we find that q values are lower for firms that exhibit deviations between cash flow rights and voting rights. We also find that the value benefits of complying with “good” corporate governance practices are nullified in the presence of pyramidal ownership structures, raising doubts on the effectiveness of governance measures when ownership structures are not transparent. We conclude that family control of firms through pyramidal ownership structures can allow firms to seemingly comply with preferred governance practices but also use the control to their advantage.     

Corporate Governance,Companies’ Disclosure Practices and Market Transparency: A Cross Country Study

We examine the link between corporate governance, companies’ disclosure practices and their equity market transparency in a study of more than 5,000 listed companies in 23 countries covering the period 1 January 2003 to 31 December 2008. Our results confirm the belief that better‐governed firms make more frequent disclosures to the market. We also find greater disclosure in common law relative to code law countries. However firms with better governance in both code and common law countries make more frequent disclosures. We measure market transparency by the timeliness of prices. In contrast to single country studies, results show, for the 23 countries collectively, better corporate governance is associated with less timely share prices. This would suggest that a firm substitutes better corporate governance for transparency. We are thus led to the conclusion that even if information is disclosed more frequently by better‐governed firms, it does not necessarily follow that information is reflected in share prices on a timelier basis.     

公司治理影响公司财务风险吗?

绩效和公司价值往往为学术界和实务界所重视,而风险这一反映企业行为的经济后果以及企业质量的重要指标往往被忽视。这样的一个结果是,一些看似业绩很好的公司一夜之间轰然倒塌。从已有的文献看,公司治理具有改善公司业绩及公司价值的作用,同样,我们认为,公司治理应该具有风险效应,即它可能影响到公司的风险。本文以我国证券市场2002-2005年的上市公司为研究对象,研究了公司治理对企业财务风险的影响。实证结果表明,我国上市公司的公司治理结构对企业财务风险具有一定的影响。本文的研究为人们深入认识公司治理的作用以及通过合理构建公司治理结构来有效降低企业财务风险具有一定的启示意义。     

行业差异、利益相关者治理机制与治理指数分析

有鉴于利益相关者的相关问题已成为现行公司治理框架中不可或缺的一部分,本文设置五个利益相关者治理评价指标,考察中国上市公司利益相关者参与公司治理和利益相关者权益的保护状况,并得出利益相关者治理指数.对上市公司利益相关者治理指数进行的行业分析表明:不同行业的上市公司和样本总体在利益相关者治理机制及其所涉及的五个具体方面均存在重要差异,这说明行业差异可能对上市公司利益相关者治理机制和治理水平存在重要的影响.     

Systemic risk in non financial companies: Does governance matter?

The paper investigates the impact of four key corporate governance mechanisms - board, audit, compensation and ownership, and anti-takeover provisions - on the exposure and contribution to systemic risk of >400 US non-financial companies (NFCs) listed in S&P500 from 2005 to 2020. Our results show that in NFCs, unlike in banks, good corporate governance practices constrain both systemic risk exposure and contribution. We find a complementary effect between internal corporate governance mechanisms in reducing both the contribution and the exposure to systemic risk, and a substitution effect between internal and external governance practices in constraining the exposure of NFCs to systemic risk. Moreover, strong corporate governance practices are shown to constrain systemic risk both in steady-state conditions and in times of distress.     

Unnatural selection of outside directors: Consequences of Japanese corporate governance reforms

We examine how Japanese listed companies increase the number of outside directors to comply with corporate governance reforms. We find that, after the reforms, there has been an increase in the number of cases in which former company auditors (kansayaku) become outside directors in the same company. This trend is more pronounced for hitherto noncompliant firms with insufficient outside directors before the reforms. Moreover, the firms appointing company auditors as outside directors tend to change their corporate structures to maintain existing practices and minimize compliance costs. Our findings imply that Japanese reforms have increased the unnatural selection of outside directors.     

Corporate Performance,Corporate Governance and Top Executive Turnover in Finland

This paper empirically investigates how corporate governance forces and firm performance affect top executive turnover in Finnish listed companies. I document an increase in CEO, top management, and board turnover in response to poor stock price performance and operating losses. The sensitivity of the relation between stock price performance and CEO turnover is significantly higher in firms with a two‐tier board structure (when the CEO is not the chairman), but significantly lower when the CEO or a board member is the controlling shareholder. These results suggest that both the ownership structure and the board design have implications for the disciplining of managers.     

商业伦理与民营上市公司第二类代理问题:公司治理的伦理维度

控股股东对中小股东利益的掠夺和侵害构成了资本市场第二类代理问题。在当前制度和市场环境下,我国民营上市公司的第二类代理问题比较严重。本文认为,现有公司治理机制的三个维度:市场、法律和组织机制不足以提供第二类代理问题的解决方案,商业伦理治理已经成为公司治理机制不可或缺的维度,理论和案例均证明,商业伦理对民营上市公司治理的效果产生显著的影响。并提出进行商业伦理治理的构建思路。     

公司绩效、公司治理与管理者报酬实证研究

本文以中国深、沪两市在2004年上市公司样本作为公司绩效、公司治理与管理者报酬研究对象,从公司绩效、股权结构的安排以及董事会治理三个方面,通过构建最小二乘模型进行多元线性回归,来研究公司内部治理机制对公司管理层报酬的影响。研究结果表明:公司绩效、国有股比例、董事会规模、两职兼任均对管理者报酬产生显著的影响。     

A transparency Disclosure Index measuring disclosures: Chinese listed companies

This study addresses the question whether transparency matters among Chinese listed companies. We construct a comprehensive scorecard, based on the OECD Principles of Corporate Governance, in order to assess the transparency of 100 major Chinese listed companies. Based on the scorecard, we construct a Transparency Index (TI) which is used to assess these major Chinese listed companies during 2004–2007. The results reveal that there is a positive and significant relation between company transparency and market valuation. When we further split the TI into Mandatory and Voluntary Disclosure Indexes, it is found that market valuation is only related to the Voluntary Disclosure Index. Finally, we find that more profitable, overseas-listed, and companies with a separate CEO and board chairman tend to disclose more on a voluntary basis.     

执法环境对我国上市公司治理影响的实证研究

良好的公司治理是提高上市公司质量和促进证券市场发展的重要因素。在近20年的发展历程中,我国股票市场的发展取得了举世瞩目的成就,但上市公司治理水平仍有待进一步提高。本文从涉及诉讼裁决上市公司数、被证监会或两个交易所处罚或处分上市公司数和地区万人拥有律师数三个指标来衡量执法环境,利用2004~2007年分地区面板数据检验其对上市公司治理的影响。研究表明上市公司治理与居民法制意识正相关,与以证监会为中心的行政执法活动负相关,而与以法院为核心的诉讼裁决执法活动没有显著影响。     

What Causes Fraudulent Financial Reporting? Evidence Based on H Shares

This paper investigates fraudulent financial reporting (FFR) in the China-based companies listed on the Hong Kong Stock Exchange (called H shares) in which Chinese government officials have a high degree of involvement and heavy impact on audit quality and corporate governance. It intends to find out the causes of FFR, the opportunities that make such reporting possible, and whether the presence of politically connected executives creates an environment that is conducive to FFR. The results show that the corporate environment most likely to lead to FFR is characterized by earnings management accounting practices.     

Does governance travel around the world? Evidence from institutional investors

We examine whether institutional investors affect corporate governance by analyzing portfolio holdings of institutions in companies from 23 countries during the period 2003–2008. We find that firm-level governance is positively associated with international institutional investment. Changes in institutional ownership over time positively affect subsequent changes in firm-level governance, but the opposite is not true. Foreign institutions and institutions from countries with strong shareholder protection play a role in promoting governance improvements outside of the U.S. Institutional investors affect not only which corporate governance mechanisms are in place, but also outcomes. Firms with higher institutional ownership are more likely to terminate poorly performing Chief Executive Officers (CEOs) and exhibit improvements in valuation over time. Our results suggest that international portfolio investment by institutional investors promotes good corporate governance practices around the world.     

金字塔控制、关联交易与公司价值——基于我国民营上市公司的实证研究

本文以我国证券市场2002～2004年329家民营上市公司为样本，考察了金字塔控制、关联交易与公司价值之间的关系。发现民营上市公司的金字塔控制不利干公司价值：民营上市公司的最终控制人主要通过关联方担保、关联方资金占用和上市公司与关联方的商品购销活动来侵占小股东的利益，其政策含义是应该鼓励自然人直接持股上市公司，加强对关联交易的监管。更为重要的是必须改营公司外部治理环境、尤其是法律对投资者权益的保护，从而从根本上杜绝民营上市公司及其最终控制人对小股东的侵害行为，改善公司治理，提高公司价值。     

Changes in social and environmental reporting practices in an emerging economy (2004–2007): Exploring the relevance of stakeholder and legitimacy theories

We examine social and environmental reporting (SER) practices of listed companies in the island economy of Mauritius. Based on a content analysis of annual reports, quantitative and qualitative changes in SER were analyzed in light of recent developments in corporate governance and with regard to the prevailing social and political contexts of this emerging economy. We find a significant but selective increase in the volume and quality of SER over the period under review (2004–2007). We rely on Suchman's (1995) conceptualizations of legitimacy to argue that the changes in SER are related to a need for companies to demonstrate an affiliation to pro-social objectives (moral legitimacy) and, to a lesser extent, are motivated by the need to manage specific stakeholders (pragmatic legitimacy). More specifically, the increase in ethical disclosures reflects an attempt at gaining procedural legitimacy in response to criticisms of corruption and unfair/unethical business practices. Furthermore, the increase in social disclosures can primarily be seen as a mechanism to gain consequential legitimacy in response to concerns that local companies are not sufficiently contributing to the country's social development. We suggest that future empirical research should devote more attention to the specific characteristics of emerging economies (such as levels of corruption and unethical business practices and the level of corporate governance) and examine whether these can explain patterns of corporate SER in a given national context or on a cross-country basis.     

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 impact of governance reform on performance and transparency

This study examines the influence of Mexico’s efforts to improve corporate governance on firm performance and transparency. We utilize compliance data from the Code of ‘Best’ Corporate Practices, disclosed annually by public firms in Mexico, as a measure of corporate governance strength. We document a significant increase in compliance over 2000–2004 indicating Mexican companies view non-compliance as costly. However, we find no association between the governance index and firm performance, nor is there a relation with transparency. Instead, we find firms with greater compliance resort to the more costly mechanism of making dividend payments (higher propensity to pay and greater yield) to reduce agency conflicts. We conclude these associations are the direct result of the institutional features of the Mexican business environment, which is characterized by concentrated ownership of insiders, interlocked boards of directors, a lack of insider trading enforcement, and generally poor protection of minority investors. Our results show that monitoring mechanisms alone are not enough to fundamentally change economic behavior.