What Questions Do Board Members in Public Service Organizations Ask about Executive Compensation?

The purpose of this study is to investigate the governance questions that board members in public service organizations ask as they go about fulfilling their responsibilities for the oversight of executive compensation. We investigate the usage and perceived importance by board members of the 24 questions proposed by the Canadian Institute of Chartered Accountants that directors should ask about executive compensation. The study is based on a usable sample of 47 board members from public service organizations who attended a Canadian director training program. Our results suggest that the recommended executive compensation governance questions are not being asked with the same frequency or considered equally important by board members of public service organizations. Furthermore, the correlation between a question’s usage frequency and its perceived importance was not perfect. However, there appears to be a significantly positive relationship among the number of executive compensation governance questions asked and selected elements of a board’s governance structure.     

Canadian Evidence of Adherence to “Comply or Explain” Corporate Governance Codes: An International Comparison

This study documents the rate of compliance by Canadian public firms with corporate governance recommendations imposed by the Canadian Securities Administrators. Canada uses a “comply or explain” governance structure in which harmonized provincial regulation establishes mandatory disclosure of governance practices. Firms can be compliant with these requirements either by voluntarily adopting the recommended best practices (i.e., adopt) or by explaining the alternative practices implemented to achieve the same governance principle (i.e., explain). Firms that fail to comply (i.e., neither adopt nor explain) are in violation of Canadian securities regulation with respect to governance. Using a hand‐collected sample of 742 Canadian public companies and 16 governance recommendations, our results show that an average of 82 percent of firms complied by adopting the best practice and an additional 4 percent complied by explanation. Our study also shows that 39 percent of Canadian publicly traded firms were completely compliant with all 16 recommendations examined in this study, either by adoption or explanation. To provide a broader context for these results, we compare rates of compliance in Canada to rates in Australia, a country broadly similar to Canada with comparable governance recommendations. The Australian Securities Exchange supplied data sample of 1334 Australian companies reports a complete compliance rate of 74 percent compared to Canada's 39 percent complete compliance rate. Our analysis shows that compliance by adoption of best practice is more common in Canada, whereas compliance by explanation is more common in Australia. In our analysis of compliance with individual recommendations, we find that half of the recommendations are more likely to be complied with in Australia, and the other half are more likely to be complied with in Canada.     

Corporate Social Responsibility,Tax Aggressiveness,and Firm Market Value

This paper examines the relationship of corporate social responsibility (CSR), tax aggressiveness, and firm market value. An economic model has been developed to show that profit‐maximization firms are willing to incur additional costs in CSR, such as paying more taxes, as long as they can differentiate their products from non‐CSR firms, and that socially conscious consumers will buy products from CSR firms at prices higher than those of non‐CSR firms. The empirical study in this paper indicates that the higher the CSR ranking of a firm, the less likely a firm is to engage in tax aggressiveness. It also indicates that a reputation of higher CSR will enhance firm market value. Using Canadian companies listed in the S&P/TSX 60 index, I find that both firms’ five‐year effective tax rates and annual effective tax rates are positively associated with their overall CSR scores as well as with their social scores. Firms’ five‐year effective tax rates are also positively associated with their governance index. I also find that firms’ overall CSR ranking and governance scores are positively associated with their market value.     

Board Governance in Canadian Universities

In response to increasing fiscal pressure, Canadian universities have turned towards managerialism, that is, applying managerial tools of business with the objectives of improving operating efficiency, raising the institution's marketability, and generating commercial revenue. In addition to employing the services of professional administrators to enhance the institution's economic performance, universities appear to be switching from a collegial model of shared governance to a corporate model of governance. An objective of this exploratory study is to examine the current state of board governance in Canadian universities. Results of a survey from 133 board members of 28 universities indicate, by and large, that board members seem to have a good understanding of their roles and responsibilities. The boards are involved in setting strategic directions, goals, and objectives, and are making operating and capital resource allocation decisions. They are also monitoring the performance of the university and the president, and are involved in recruiting, succession planning, and determining the president's compensation package. The respondents report that the board committee structure and the support provided to board members allow them to discharge their responsibilities as board members properly. There is, however, room for improvement, especially in the board's participation in defining and reviewing the institution's strategic directions, plans, goals, and objectives, as well as monitoring the performance of the university and senior administrators. Other areas for possible improvement include continuing education on matters within the board's purview as well as providing better information for decision making to board members.     

Credibility Attributes and Investor Perceptions of Non‐GAAP Earnings Exclusions

Recent empirical evidence suggests that investors focus more on non‐GAAP (Generally Accepted Accounting Principles) than on traditional GAAP earnings because non‐GAAP earnings are believed to proxy for a firm's ongoing profitability, a measure useful for valuation. Managers determine these non‐GAAP earnings by excluding certain items from their GAAP income. However, because these non‐GAAP earnings are both unaudited and may be disclosed by a firm to manage investors’ perceptions as opposed to inform, investors must infer the credibility of the disclosure through observable firm attributes. In this study we examine whether firms with stronger credibility attributes (corporate governance, higher‐quality auditors, and higher historical information quality) will be perceived as providing more credible non‐GAAP exclusions than those with weaker attributes. Our expectation is that the market reaction to non‐GAAP earnings exclusions of firms with stronger credibility attributes will be greater than for those with weaker attributes. Our results support our expectation.     

Depreciation in the Canadian Airline Industry

This case is designed to help students enhance their analytical skills and link accounting policy choices with corporate strategy. Written initially for MBA students and senior analysts attending executive education sessions, it provides participants with 1) industry background for the Canadian airline sector, and 2) historical and selected financial and non‐financial information from the annual reports and initial public offering documents of three players in this industry. Participants are invited to reflect on the theoretical and practical reasons underlying the choice of a depreciation method by airline companies, to find ways to quantitatively compare companies that use different depreciation methods, and to link these policy choices to possible strategic considerations. This case is based on a unique situation prevailing in 2009 where financial information was available for all three airlines which were using different approaches for aircraft depreciation.     

The impact of corporate fraud on director‐interlocked firms: Evidence from bank loans

We examine the impact of corporate fraud committed by one firm (the “fraudulent firm”) on other firms with interlocking directors (the “interlocked firms”), focusing on the debtholder side. We argue that the revelation of a fraudulent firm's fraud can damage the reputation of the interlocked firms because corporate governance can propagate via director interlocks. Empirically, we find that the interlocked firms' cost of debt is higher and the loan covenants become stricter after the fraud cases of the fraudulent firms are revealed. Consistent with the corporate governance propagation explanation, our results are weaker (stronger) for interlocked firms that have better (worse) pre‐event corporate governance standards. Our findings suggest that corporate fraud of fraudulent firms can affect other firms through director‐interlocks beyond shareholder value.     

Outside Directors,Litigation Environment,and Management Earnings Forecasts

This study examines whether outside directors factor in litigation costs for the firm while monitoring optimal disclosure policy. It investigates the association of management earnings forecast disclosure and the proportion of outside directors across two regimes with unequal litigation costs, the United States and Canada. I find that the positive association between forecast frequency/ precision and the proportion of outside directors is stronger in Canada. This suggests that outside directors are more likely to encourage disclosure in less litigious Canada. I also find that firm‐level governance mechanisms such as outside directors and country‐level litigation environment act as governance substitutes in determining unbiased forecasts. Specifically, the negative association between forecast bias and the proportion of outside directors is stronger in Canada. I also revisit the effect of legal regime on forecast disclosure in a non‐U.S. context. Recent legislation has increased the likelihood of class‐action lawsuits in Canada. The passage of these laws has decreased the precision in forecasts by Canadian firms.     

Homewonder Ltd: Shareholders Versus Other Stakeholders

Corporate social responsibility involves various economic and social issues. This case presents a dilemma of the trade‐off between economic benefits to shareholders and social benefits to other stakeholders. To respond to recent flat sales growth, as well as serious needs for cost reduction and meeting analysts' expectations, Homewonder Manufacturing Ltd. is considering a strategic plan to expand into Asia. To facilitate this plan, the CEO of the company proposed offshoring and outsourcing some business operations, as well as downsizing the company's current social programs. Various stakeholders will be affected by this plan. This case analysis requires an integration of the shareholder and stakeholder theories of the firm. It provides opportunities for students to consider whether relationships with other stakeholders are a salient corporate strategic concern, and perform costs and benefits analyses arising from this dilemma.     

The Credibility of Earnings Forecasts in IPO Prospectuses and Underpricing

This paper provides empirical evidence of the impact of the voluntary disclosure of management earnings forecasts in IPO prospectuses and of the credibility of these forecasts, as perceived by investors at the time of the IPO. We measure forecast credibility ex ante with two approaches: (i) a vector of determinants of credibility that are observable by market participants at the time of the issue and (ii) the predicted value of the forecast error based on some of these determinants. Controlling for the firm's decision on whether or not to issue a forecast, we find that the issue of a forecast reduces underpricing. We find that the quality of the firm's governance and of the auditor and underwriter associated with the issue seems to act as a substitute to the disclosure of an earnings forecast in the prospectus, so that they significantly decrease the level of underpricing only for non‐forecasters. However, despite our various approaches to measure ex ante credibility, we find no association between the pricing of the issue and perceived forecast credibility at the time of the IPO.     

Information Quality of Interim Financial Statements

Expressing concern about the Canadian capital market environment, Boritz (2006) suggested that the accounting and auditing profession may be paying limited attention to quarterly reports. This study investigates whether fourth‐quarter adjustments are significantly different from the previous three, thereby limiting the reliability or faithful representation of the firms' results for each quarter. This study includes four years (2003–2006) of quarterly financial information of 353 Canadian public companies. Our results indicate that the volatility of net income in each of the first three quarters is considerably lower than in the final quarter. While lower volatility can improve predictability, the resulting relevance may be limited. The low volatility of reported earnings in the first three quarters suggests that either earnings management is taking place or that management may not be exercising sufficient care at the end of each of the first three quarters on the measurements that generally accepted accounting principles call for and readers of financial statements expect. This could result in quarterly financial statements that do not faithfully represent the underlying resources and obligations of the reporting firms at the end of the quarter, or the firm's performance during the quarter. Our findings support Boritz's proposition for increased audit requirements for interim reports and changes in the approach to the annual audit to integrate it more closely with interim financial reporting.     

Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality

Materiality is an elusive, but fundamentally important concept in corporate reporting of all kinds—not only in traditional financial reporting, but in sustainability and integrated reporting as well. In the end, materiality is entity‐specific and based on judgment. Moreover, it is a judgment that should ultimately be made by a company's board of directors, which makes materiality as much a governance as a reporting issue. Whether a given ESG issue is material is in large part a function of the corporate stakeholders, or “audiences,” that the company's board of directors deems to be “significant”—that is, important to the company's ability to create value over the short, medium, and long term. The identification of such audiences—together with the time frames the board uses to evaluate the impact of the company's decisions on these audiences—provides the basis for determining the sustainability issues that corporate management must focus on for performance and reporting purposes. To help ensure that decisions about materiality receive the attention they deserve, the authors propose that corporate boards articulate their views in an annual “Statement of Significant Audiences and Materiality.” Contrary to the prevailing belief that the fiduciary duty of the board is to place shareholders’ interests first, nothing precludes corporate boards from issuing such a statement. Recent research, including the compilation of legal memos on fiduciary duty and nonfinancial reporting for all G20 countries, makes it clear that the board's fiduciary duty is to “the corporation itself.” In exercising this duty, directors have full discretion, under the business judgment rule and other authorities, to decide which audiences, along with the company's shareholders, should be deemed significant.     

Home Capital Group—The High Cost of Dishonesty

This instructional case presents the problems that began in the summer of 2015 when Home Capital Group (HCG) announced it had cut ties with 45 mortgage brokers for falsifying figures on mortgage applications regarding the earnings of prospective home purchasers in Canada. The case details the subsequent investigation by the Ontario Securities Commission in 2017 that resulted in a run on the bank and consequent efforts by HCG to stay afloat. While emphasizing the importance of strong corporate governance and corporate social responsibility initiatives, this case also stresses the influence of various stakeholders including short‐sellers, regulators, shareholders, management, depositors, and customers in the evolution of subsequent events. As a whole, this case provides an interesting context for the discussion of stock market efficiency.     

Cybersecurity Disclosure by the Companies on the S&P/TSX 60 Index

Cybersecurity has become a topic of great interest since 2010. Accounting issues surrounding cybersecurity governance, management, and disclosure have gained attention from accounting standard setters, large accounting firms, and professional associations, but only a limited number of studies have looked at cybersecurity disclosure. In this study, we examine whether the content of cybersecurity disclosures of Canadian firms comprising the S&P/TSX 60 index is aligned with best practices—that is, financial regulators' guidelines in that matter. A content analysis was performed of documents issued between January 2017 and mid‐2018, consisting of recent annual information forms (AIFs), annual and quarterly management's discussion and analysis (MD&As), proxy circulars, material change reports, and news releases. To assess the nature and extent of cybersecurity disclosure, we developed a scoring grid featuring 40 items based on financial regulators' guidelines. Results show that cybersecurity disclosure levels are low. Companies vary widely in the amount of detail they provide, and the information is often not company‐specific. The variations among industrial sectors involve the categories related to cybersecurity risk, cybersecurity risk mitigation, and other items. Most of the companies provided cybersecurity disclosures in the annual MD&A, and several reiterated some disclosure items in the AIF and proxy circular. The results of this study highlight some areas where cybersecurity disclosures have evolved and others where they could be improved. They suggest that some firms strive to avoid boilerplate language and be more company‐specific. The findings also suggest that financial regulators could issue more stringent requirements.     

Holliston Helping Hands

This case focuses on fraud investigation in a not‐for‐profit organization, along with an examination of governance and management control practices. The student assumes the role of an accountant investigating a possible fraud. The student is first presented with sample invoices paid by the organization that are fraught with irregularities and red flags of potential fraud. Drawing on the student's knowledge of control systems and corporate governance, the student's task is to identify suspicions of possible fraudulent transactions, identify key suspects, and develop an investigative plan. The class can also discuss recommendations to improve governance and control mechanisms to avoid future occurrences of fraud. The case is presented in three parts, and closely parallels a fraud investigation as additional information is revealed in each successive part of the case. This is much like peeling the layers of an onion which is a common way to describe the evolution of a fraud investigation. This case is based on a real fraud investigation conducted by one of the authors who was engaged by the province's Ministry of Health. Students who express disbelief about issues portrayed in the case can be reassured that these faithfully represent actual events.     

Chesapeake Energy Corporation

This case provides a summary of events reported in the proxy statements filed with the SEC by Chesapeake Energy Corporation from its initial public offering in 1993 through 2011. These actual events provide a vehicle for the discussion of corporate governance issues and the means to effect a change in governance practices. Students are asked to perform two tasks. The first is to identify possible governance issues. The second is to suggest actions a shareholder might take. The objective of the first task is to provide students with experience in critically evaluating the governance structure and related actions taken by an actual board of directors. On completion, students should be better prepared to recognize signs of governance weakness beyond commonly discussed structural elements. The second task asks students to create a list of tactics that could be employed to influence corporate policies. The objective is to highlight the limited options available to most investors and to prompt some students to pursue corporate activism or the defenses against activism. The case is intended for use at the graduate level.     

Sustainability Northwest: An Integrative Case of a Not‐for‐Profit Organization

Sustainability Northwest (SNW) is a fictional not‐for‐profit organization (NPO) that seeks to develop thought leaders for a sustainable future. This instructional case allows professors to assign students with up to six different roles, including SNW's chair of the board, executive director, volunteer treasurer, and the external auditor. Unique learning objectives include (i) the application of the CPA Canada Handbook, Accounting—Part III to prepare an NPO's financial statements using fund accounting, (ii) the development of recommendations to improve an NPO's board of directors, (iii) the analysis of system flow documents to identify control weaknesses, and (iv) the preparation of an audit planning memo. Instructors can use this case in several milieus. First, professors can foster a student's ability to integrate technical knowledge by (i) assigning students all six roles in a capstone course to promote integration within an individual course or (ii) assigning multiple roles across multiple courses to promote integration across a program of studies. Second, instructors can focus on a particular technical skill by assigning specific roles. This case is ideal for senior‐level undergraduate students or graduate students.     

董事高管责任保险与企业商业信用

基于董事高管责任保险的公司治理观和机会主义观,以中国A股上市公司为样本,实证检验董事高管责任保险对企业商业信用的影响。结果显示：企业认购董事高管责任保险有助于提高商业信用的获取水平,支持了董事高管责任保险的公司治理观。进一步研究发现：在内控质量更高以及非国有企业中,董事高管责任保险对企业商业信用的积极影响更明显;当外部政策不确定性更大及金融发展水平越低时,董事高管责任保险对企业获得商业信用的积极作用更强。     

Boxing and Martial Arts Company,A Tax Case

A tax case is developed examining a private Canadian sports company. This case simulates a real‐world start‐up company in the area of Canadian Controlled Private Corporation taxation. The client, Boxing and Martial Arts Co., is a medium‐sized, rapidly growing sports promotion business. It operates in an environment where cash payments are common, especially towards foreign workers. Students must research issues involving tax deductions and revenue recognition. The learning objectives include: reinforcing taxation concepts that most students learn in introductory courses (i.e., revenue recognition, allowable business expenses) as well as improving students’ tax research skills for more complex issues (e.g., international tax treaties).     

Assembly FG: An Educational Case on MRP II Integrated within ERP

This case teaches students how discrete (job order) manufacturing companies use Manufacturing Resource Planning (MRP II) within Enterprise Resource Planning (ERP) systems to plan purchase orders for direct materials and shop orders for work‐in‐process and finished goods. Students simulate MRP II integrated within ERP, using Microsoft Excel to learn MRP II's bill‐of‐materials (BOM) Explosion that plans order quantities and MRP II's scheduling logic that uses lead‐times to determine start dates for planned orders. Students explain why MRP II is most practical and effective when executed within ERP and how MRP II can reduce excess inventories, prevent inventory shortages, and help companies deliver quality products to customers on schedule. Also, students explain why BOM, inventory, and lead‐time inaccuracies can adversely affect the accuracy of MRP II‐planned replenishments and identify controls that reduce the risks of these inaccuracies.