Capital structure and corporate governance quality: Evidence from the Institutional Shareholder Services (ISS)

Grounded in agency theory, this study explores how capital structure is influenced by aggregate corporate governance quality. We measure governance quality using broad-based comprehensive governance metrics provided by the Institutional Shareholder Services (ISS). The empirical evidence reveals a robust inverse association between leverage and governance quality. Firms with poor governance are significantly more leveraged. It appears that leverage substitutes for corporate governance in alleviating agency conflicts. Further, we utilize empirical methods that control for endogeneity and show that poor governance quality likely brings about, and does not merely reflect, higher leverage. Our results are important as they show that the overall quality of corporate governance has a material impact on critical corporate decisions such as capital structure choices.     

Reforming corporate governance: redirecting the European agenda

Corporate governance reform is in the air. This article warns against partial and hastily conceived interventions in complex and fragile governance arrangements. Reformers should step back and analyse the fundamental links between corporate law and corporate finance, and between corporate governance and the rest of the economic and legal system. Reform efforts should not meddle with specific ownership and control structures. Specific problems like the poor liquidity of particular stock markets and poor protection of minority shareholders in some countries should be addressed directly. Fundamental reform of corporate governance is probably desirable in certain countries, but will require far-reaching and country-specific changes in the economic system. Reform is thus best handled at the level of individual member states. Initiatives to harmonize the structure and control of corporations at the European Union level are bound to fail, and the prospects for specific proposals like the European company statute are bleak at best. A European Commission 'Corporate Governance Policy' should focus on promoting transparency and the dissemination of information.     

Italian corporate governance:: Effects on financial structure and firm performance

The Italian model of corporate governance is characterised by a high degree of ownership concentration, both for unlisted and listed companies. In the absence of an institutional framework facilitating more dispersed ownership, as in the Anglo-Saxon countries, or mechanisms for financial supervision, as in some Continental European countries, a limited degree of separation between ownership and control is achieved mainly by using pyramidal groups. We analyse some of the effects of this organisational mode on firms' financial structure and efficiency. We report results on the effects of the limited protection of minority shareholders on the extent to which companies in pyramidal groups succeed in raising external finance and investigate how internal capital markets work in pyramidal groups. We also present some results on the relationship between firms' performance and governance structures.     

Evolving corporate governance and the dividends behaviour regime in Japan

This study investigates empirically the implications which the changing ownership structure and control transfers in the Japanese corporate market may have for the dividend policy of listed firms. The results show that firms with more concentrated ownership may distribute fewer dividends, as ownership concentration reduces distribution pressure from the capital market. Moreover, we show that institutional shareholding, both financial and non-financial, enables corporations to pay lesser dividends and also that the unwinding of the cross-shareholdings allows for efficiency gain and provides impetus to pay higher dividends. The recent pattern of increasing individual shareholding, both of domestic and foreign private individuals, is consistently associated with a higher dividend payment. Furthermore, managerial ownership has negative effects on dividends payouts and is not associated with the earnings of firms. The results suggest that government ownership does not have any significant impact on the payment of dividends. Moreover, our results support the principle of the dividends relevancy and the choice of an appropriate dividends policy affects the value of the firm.     

Effects of corporate governance on the decision to voluntarily disclose corporate social responsibility reports: evidence from China

This article investigates effects of corporate governance on the decision to voluntarily disclose corporate social responsibility (CSR) reports. By using a unique longitude data set of Chinese publicly traded manufacturing firms from 2010 to 2016, this study finds that ownership structure and board characteristics are significantly associated with firms’ decisions to voluntarily disclose CSR reports. In particular, our study finds that state ownership, institutional ownership, managerial ownership and board size are positively and significantly associated with the decision to voluntarily disclose CSR reports. However, board independence is not related to the decision. We also find CEO duality is negatively and significantly related to the decision. Our findings highlight the role of corporate governance in firms’ transparency by influencing the voluntary disclosure of additional information on firms’ CSR activities.     

内部资本市场功能异化与公司治理

内部资本市场缓解了企业集团的融资约束,提升了投资效率,但也增加了公司治理的难度.在缺乏有效公司治理机制的情况下,内部资本市场的功能部分地被异化为经理人寻租或控股股东进行"利益输送"的渠道.本文讨论了内部资本市场功能异化与公司治理的关系,分析了内部资本市场的部分功能异化的原因,提出了治理的建议.     

内部资本市场功能异化与公司治理

内部资本市场缓解了企业集团的融资约束,提升了投资效率,但也增加了公司治理的难度。在缺乏有效公司治理机制的情况下,内部资本市场的功能部分地被异化为经理人寻租或控股股东进行“利益输送”的渠道。本文讨论了内部资本市场功能异化与公司治理的关系,分析了内部资本市场的部分功能异化的原因,提出了治理的建议。     

Compliance and multidimensional firm performance: Evaluating the efficacy of rule-based code of corporate governance

This study seeks to evaluate the efficacy of the Pakistani Code of Corporate Governance by finding out its impact on firm's performance and efficiency. This exploration is done in the context that Securities & Exchange Commission of Pakistan's choice of corporate governance regulations is heavily influenced by Anglo-Saxon approach, whereas de-facto realities of Pakistani corporate environment are quite in contrast.Using a panel data of 119 firms for the period of 8 years i.e. 2003 to 2010, and using a multidimensional performance framework i.e. financial performance and technical efficiency, we find that the extent of compliance has increased since the issuance of code in 2002. After controlling for firm size, growth, dividend payout, age and leverage, we find significant positive impact of compliance on firm's performance (ROA, ROE and ROCE). We also find a weak positive relationship between compliance and technical efficiency. We suggest that compliance is not linearly related with financial performance and we find that high compliant firms are less profitable than average or low compliant firms. This implies that one-size-fit all approach along with mandatory compliance is a questionable approach for Pakistani firms.This study is first in Pakistan in providing empirical evidence on efficacy of the rule-based Code of Corporate Governance and also adds to growing but underdeveloped literature on compliance and firm performance in emerging/developing economies. Further, this study offers insight to policy makers on the efficacy of current corporate governance regulations and offers a research framework for assessing the extent of compliance, effectiveness and economic impact of code of corporate governance.     

Commercial corporate governance ratings: an alternative view of their use and impact

The rise in the popularity of commercial corporate governance ratings is at once a source of dismay and a cause for alarm: the former because they do not appear to give accurate predictions of corporate performance and the latter because they add to the pressure on corporations to adapt their governance structures to a benchmark model that takes no account of the conditions in which they operate. This paper gives an alternative view of the potential use and impact of the commercially marketed governance ratings. It argues that their importance to institutional investors lies in providing them with information that accurately summarises corporate loyalty to shareholders rather than accurately predicts corporate performance. It goes on to argue that the commercial governance ratings can bring benefits to an economy by contributing to a new type of managerial control mechanism that is not only more efficient than hostile takeovers and stock options but also helps to reduce the governance role of these instruments.     

Firm value in commonly uncertain times: the divergent effects of corporate governance and CSR

Economic uncertainty disrupts firms’ ability to create value. Most related literature examines how various organizational characteristics affect value under extreme conditions – the global financial crisis. However, recent work in quantifying economic uncertainty now makes it possible to take a more nuanced approach in investigating the conditions under which this value reduction can be mitigated during more ‘commonly uncertain’ periods. In this paper we analyze the effects of corporate governance mechanisms and social responsibility investments on Tobin’s q across 13 years and 40 countries. Evidence suggests that shareholder-centric corporate governance policies restrict board and executive flexibility during uncertain times, and therefore stifle their ability to react effectively to adverse macroeconomic changes. We also find that CSR initiatives serve as insurance in that they preserve value under uncertainty by acting as a reservoir of social capital.     

The directors' and officers' insurance premium: an outside assessment of the quality of corporate governance

Using a sample of directors' and officers' (D & O) premiumsgathered from the proxy statements of Canadian companies, thisarticle examines the D & O premium as a measure of ex antelitigation risk. I find a significant association between D& O premiums and variables that proxy for the quality offirms' governance structures. The association between the proxiesfor governance structure quality and D & O premiums is robustto a number of alternative specifications. This article providesconfirmatory evidence that the D & O premium reflects thequality of the firm's corporate governance by showing that measuresof weak governance implied by the D & O premium are positivelyrelated to excess CEO compensation. The overall results suggestthat D & O premiums contain useful information about thequality of firms' governance.     

Entrepreneurial ignition of the business cycle: The corporate finance of malinvestment

This paper provides an extension of the Austrian Business Cycle Theory (ABCT) framework by integrating corporate capital structure, the monetary policy transmission channel, and capital budgeting analyses. In this manner, the paper presents the business cycle as being exogenously set up by central bank authorities, but endogenously set off by commercial banks and enterprises making use of central bank-distorted market signals. The cyclical boom is modeled as a gradual process where both latitudinal and longitudinal investment expansions are possible with either internal or external finance. Bank credit creation, although a necessary condition for igniting the boom, is diversely transmitted to the economy because of heterogeneity in entrepreneurial misjudgment, corporate capital structure strategies, and the class of projects available to the enterprises.     

中国公司治理基本理论研究的回顾与反思

中国上市公司治理问题层出不穷和股市屡遭重创的一个重要原因,就是中国上市公司治理基本理论研究滞后于实践的发展。在对公司治理理论流派划分、公司治理体系界定、公司目标确定和公司治理研究主线与研究方法等问题研究进展情况回顾与反思的基础上,提出了对这些问题独特的看法。     

The role of corporate governance strength in crisis and non-crisis times

This study evaluates corporate governance practices of listed firms in the United Arab Emirates and investigates whether corporate governance mitigates/exacerbates the impact of leverage and risk on firm performance during crisis and non-crisis times. The study constructs a corporate governance index not only to examine the dispute of the role of corporate governance during the crisis but also its influence on other factors that fuelled the crisis. A firm-level panel data is used that spans the period 2008–2012 of all listed firms on Abu Dhabi Securities Exchange (ADX) and Dubai Financial Market (DFM). The study finds a positive influence of corporate governance strength on the accounting performance, but a negative influence on the firms’ economic performance. In normal times, corporate governance mitigates the negative influence of leverage and risk on the accounting and economic firm performance. However, this synergy effect varies across performance indicators during crisis.     

Financial liberalisation,corporate governance and the efficiency of firms in Indian manufacturing

In this paper, we argue that the way in which a firm is financed will affect its efficiency. Firms obtaining finance from the government are likely to be less efficient than firms obtaining finance from banks or foreign financial institutions (FFIs). We analyse these issues by estimating a stochastic frontier for firms in seven manufacturing industries in India where these differences have been reinforced by financial de-regulation. Our results indicate that the government is generally less effective in monitoring the firms that it lends to than either banks or Indian Financial Institutions (IFIs), but neither of these institutions is particularly efficient either. Though the impact of FFIs on firm efficiency is insignificant, foreign ownership has a positive impact in a majority of the industries. Finally, likelihood ratio tests confirm that while the government and IFIs have a similar impact on firm efficiency, banks are quite distinct in a majority of industries.     

Working capital management and corporate governance: a new pathway for assessing firm performance

This study reports the relationship of working capital management (WCM) and corporate governance (CG) on firm performance (FP) using system generalized method of moments (SGMM). SGMM controls potential sources of endogeneity. This study uses US listed firms and includes two stages. In the first stage, the individual impact of WCM and CG on FP is examined. In the second stage, the collective effect of WCM and CG on FP is examined. The study finds that efficient WCM and good CG practices do affect FP on both an individual basis and on a collective basis. Therefore, this study recommends that the impact of WCM, being a short-term performance indicator, and CG, being a long-term indicator should be considered collectively in the future while investigating financial FP.     

Ownership structure,corporate governance,and enterprise performance: Empirical results for ukraine

This paper examines the effect of ownership structure on corporate governance and performance of privatized enterprises in transition. The data are taken from a survey conducted in 2001 on 202 medium and large firms in Ukraine for the period 1998–2000. The ownership structure is measured by the percentage of shares held by each type of owner (state, managers, workers, Ukrainian concentrated outsiders, foreign concentrated owners, and stake-holding shareholders). Performance is measured by sales per employee. Regression analysis is used to test the hypothesis that concentrated outside ownership influences performance positively and to detect non-linear effects of ownership variables on performance. In contrast, with important previous studies on enterprise restructuring in Ukraine [Estrin and Rosevear, 1999], significant ownership effects on performance are found. Insider ownership (being a special case of stakeholding ownership) is found to have a significant non-linear effect on performance—positive within a lower range but negative from a threshold close to majority ownership onwards. In general, Ukrainian outside owners do not have a significant effect on performance. However, stakeholding ownership by customers affect sale prices and performance negatively. The most robust results are obtained for the effects of concentrated foreign ownership, both for levels of the respective variables in each year and for changes from one year to the other. The impact of foreign ownership on performance is significantly non-linear: its effect is positive only up to a level that falls short of majority ownership. It is concluded that this non-linearity is due to an institutional environment still adverse to foreign direct investment.Support from Alexander-von-Humboldt Foundation is gratefully acknowledged.     

探究国有企业法人治理结构规范管理

对国有企业法人治理结构进行规范化管理,对提升企业运营质效有积极意义,能够对重大决策风险进行合理控制,维护国有资产的安全,是提升国有企业治理能力的主要手段。本文将以国有企业为主要探讨对象,对其法人治理结构规范管理问题进行深入分析,并提出相应的完善策略,推动国有企业法人治理结构建设的规范化发展。