Mind the Gap: Is Water Disclosure a Missing Component of Corporate Social Responsibility?

Corporate water stewardship is conventionally internally focused, but now it is becoming a critical issue in a wider socio-political context. Drawing on the theory of self-regulation, we investigate the rationale behind, and the factors contributing to, corporate decisions to voluntarily disclose water information via the CDP. The study uses innovative proxies for corporate self-regulation, including water governance, water policy, water actions, and water performance. Our results show that these proxies are significantly related to the propensity of the companies participating in the CDP to disclose water information. Furthermore, belonging to a water-intensive industry may moderate the impact of self-regulation on water transparency. Finally, sharing water information privately with key institutional investors is a strategic tool for implementing self-regulation. The study suggests that corporate self-regulation can play a powerful role in reducing corporate water opaqueness when mandatory water legislation is absent or not yet applicable.     

The interaction between corporate rescue and labour legislation: lessons to be drawn from the South African experience

One of the main advantages of a successful corporate rescue is that it prevents or at least limits the job losses caused by a business failure. For this reason, labour legislation which is designed to protect the employees of a company in the event of its winding‐up, should take cognisance of the effects such legislation may have on any rescue attempts. As the recent experience in South Africa has shown, ignoring corporate rescue in legislation dealing with labour law in the context of the winding‐up of a company may have the unintended effect of seriously hampering any corporate rescue attempt. Copyright © 2004 John Wiley & Sons, Ltd.     

Shareholder Requirements for Compulsory Environmental Information in Annual Reports and on Websites

Growing general concern regarding the natural environment may cause shareholders to require more accountability for environmental issues from the companies in which they invest. We do a survey of shareholders in three major Anglophone countries (Australia, the United Kingdom, and the United States) to determine whether they require compulsory environmental disclosure and where they would prefer companies to disclose such information. In all three countries, shareholders prefer compulsory environmental disclosure in annual reports (preferably in a separate section addressing the issue), as well as disclosure on websites, whereas separate environmental reports are less popular as a disclosure medium. Overall, legislation is preferred as a method to mandate environmental disclosure, with accounting standards more popular among American shareholders. The implication is that regulators may have to reconsider their current stance regarding corporate environmental disclosure.     

History repeats itself: The failure of rational choice models in corporate governance

Conventional proposals to reform corporate governance based on the rational model of decision making may be insufficient in preventing future corporate debacles. Typically underestimated are the pressures from conflicts of interest and bias on reputational intermediaries. Judgements and choices made by auditors during professional engagements may not strictly adhere to the rational model of decision making. This is of significance with regard to the gatekeeper function of auditors and relevant legislation. A discussion on earnings management elaborates by suggesting that strictly numerical measures are not a reliable guide to the quality of corporate governance. It is suggested that our understanding of monitor behaviour in corporate governance would be improved by placing it on psychologically more realistic foundations. Some of these foundations are introduced.     

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.     

The effects of firm size,corporate governance quality,and bad news on disclosure compliance

Motivated by calls for increased compliance, size-based regulation, and continued exemption of small firms from internal control reporting requirements, we assess the incremental effects of firm size, corporate governance quality, and bad news on disclosure compliance. We examine compliance with the disclosure requirements of an SEC-mandated filing that requires no computations or complex judgments but is nonroutine and may reveal value-decreasing information (bad news) that otherwise would not become public. The disclosures studied are those that firms provide in Form 8-K Item 4 when changing external auditors. We find that noncompliant firms have lower quality corporate governance and less need for external financing but are not smaller than compliant control firms. Additional analyses indicate that compliance is negatively associated with bad news.     

Effectiveness of minimum tax legislation and its effect on corporate financial reporting: A comparative analysis between the United States and India

This paper reports a comparative analysis of the experience of introducing minimum tax legislation in the US and India. Given the differences in the economic and market settings in the two countries, one would expect the impact of the regulation and the corporate response to its introduction to be different. Our empirical analysis, however, indicates that the response to the minimum tax legislation in India is very similar to that in the US. The evidence indicates that the minimum tax legislation is not the best means of achieving horizontal equity among taxpayers, given its significant administrative and compliance costs and the manipulative reporting response it generates from the corporate sector.     

The effect of financial reporting quality on corporate investment efficiency: Evidence from the Tunisian stock market

Positive Accounting Theory (Watts and Zimmerman, 1978) stipulates that financial reporting has two dimensions: market signaling and monitoring managerial behaviors. Through these signaling and stewardship means, a better financial reporting quality would have significant economic consequences in terms of efficient resources allocation, which results in improving firms’ investment decision. In this paper, we examine the impact of financial reporting quality on corporate investment efficiency. Our sample is based on 25 Tunisian listed companies for the period 1997–2013. The findings confirm that some characteristics of the financial information, namely, reliability and smoothness, appear to increase the investment inefficiency, while others, i.e., conservatism and relevance, seem have no significant effect on investment decisions. We attribute such results mainly to the contextual specificities of the Tunisian environment, such as, the institutional bodies and settings, the cultural values and some characteristics of the corporate governance system.     

Corporate pension funding policy

What policy should a corporation adopt concerning the funding of a defined-benefit pension plan and the investment of the assets held in trust for the plan? Until recently, pension plans did not have to be insured, and some risk could be borne by intended beneficiaries. Federal legislation has now mandated such coverage. This paper analyzes corporate policy under three conditions which correspond, roughly, to the earlier situation (‘uninsure’ loans), the current situation (‘partially insured’ loans), and the situation required by law to be implemented in the future (‘completely insured’ plans). We show that if insurance premiums are set correctly, corporate policy in this area may not matter; otherwise the optimal policy may simply be that which maximizes the difference between the value of the insurance and its cost.     

Earnings management and corporate governance: the role of the board and the audit committee

We examine the role of the board of directors, the audit committee, and the executive committee in preventing earnings management. Supporting an SEC Panel Report's conclusion that audit committee members need financial sophistication, we show that the composition of a board in general and of an audit committee more specifically, is related to the likelihood that a firm will engage in earnings management. Board and audit committee members with corporate or financial backgrounds are associated with firms that have smaller discretionary current accruals. Board and audit committee meeting frequency is also associated with reduced levels of discretionary current accruals. We conclude that board and audit committee activity and their members' financial sophistication may be important factors in constraining the propensity of managers to engage in earnings management.     

Stress testing credit risk: The Great Depression scenario

By employing Moody’s corporate default and rating transition data spanning the last 90 years we explore how much capital banks should hold against their corporate loan portfolios to withstand historical stress scenarios. Specifically, we will focus on the worst case scenario over the observation period, the Great Depression. We find that migration risk and the length of the investment horizon are critical factors when determining bank capital needs in a crisis. We show that capital may need to rise more than three times when the horizon is increased from 1 year, as required by current and future regulation, to 3 years. Increases are still important but of a lower magnitude when migration risk is introduced in the analysis. Further, we find that the new bank capital requirements under the so-called Basel 3 agreement would enable banks to absorb Great Depression-style losses. But, such losses would dent regulatory capital considerably and far beyond the capital buffers that have been proposed to ensure that banks survive crisis periods without government support.     

On the Value of Transparency in Agencies with Renegotiation

In this paper we study when it is advantageous to improve corporate transparency by allowing shareholders direct access to corporate information and when it is preferable to rely on a reporting system in which shareholders only gain access to information that management chooses to disclose. We show that in an agency model that allows for contract renegotiation, the desirability of a fully transparent reporting regime hinges on the stewardship properties of the information in question. Specifically, information that is mainly useful for predicting future events and of little use for evaluating past actions should only be made available to the public through management's self‐interested disclosures. Only if the information is useful for making inference about managerial actions can it be optimal to have full corporate transparency, so that outsiders have independent access to the same information as management.     

Die Corporate Governance der Versicherungsvereine auf Gegenseitigkeit

Contrary to the first appearance the current corporate governance discussion is not limited to listed stock companies. The mutual insurance companies have to observe their management and control systems as well. Their corporate governance system does barely dispose of external control mechanisms, it instead relies heavily on the close cooperation of the executive directors, the board of directors and the members’ representatives. Yet, this proximity of controlled management and controllers can be potentially dangerous. A supervision by its ordinary members does not occur. Member-unfriendly election regulations for the representatives’ committee as well as a generally declining interest to exercise one’s membership rights in the mutual insurance company have led to a downward spiral that has to be broken through. This idle potential for control has to be reactivated. Members have to take an interest in their mutual again. This could probably be achieved by reintroducing plenary meetings. Apart from the classic meetings that exact the presence of a member to exercise its voting rights it might be worthwhile to consider allowing an online-participation or to arrange decentralised meetings to increase their attractiveness for members.     

The Evolution of Consolidated Financial Reporting in Australia

This paper reviews the history of financial reporting by corporate groups in Australia, and in particular, the States of New South Wales and Victoria. Changes in Statutory and Stock Exchange rules governing consolidated reporting are described and the financial reporting practices of Australian holding companies between 1930 and 1962 are surveyed. The evidence indicates that (a) while the practice was not widespread, some Australian holding companies supplemented their financial statements with consolidated financial statements prior to the incorporation of such a requirement in either legislation or Stock Exchange listing requirements; (b) the influence of Stock Exchanges on the evolution of this practice is somewhat less than that previously attributed to it; and (c) the rapid spread of this form of reporting in an essentially unregulated environment (N.S. W.) coincided with the development of a market for public debt securities.     

Fair Value Accounting and Stewardship*

Current standards define fair value as the market price at which an asset could be sold or a liability could be settled in the normal course of business. Setting aside measurement issues, assessing the relevance of exit values has intensified in recent years as fair value becomes a pervasive component of accounting regulation. The current debate about accounting measurement is framed in terms of making a choice between fair value and historical cost. In this article I argue that this is not a correct framing of the issues; knowledge of fair value alone cannot help investors to evaluate stewardship, because they would not know how much resources the management had sacrificed to obtain that fair value. To properly evaluate stewardship, investors need both types of information, historical cost and fair value.Using this information, a rate‐of‐return‐like index of stewardship quality is proposed. This commentary concludes with a statement about three significant drawbacks of relying solely on fair value accounting.     

Die Qualifikation der Aufsichtsratsmitglieder von Versicherungsunternehmen nach VAG und Solvency II

Since 2009, the German insurance regulatory law has provided internal qualification standards for the supervisory board members of insurance companies. In accordance with Paragraph 7a sec. 4 clause 1 VAG, the members of supervisory boards are required to be competent at fulfilling their task and supervisory function in line with their expertise. This new stipulated requirement covers the previous standards of the German corporate law, which has been established by the German Federal Court of Justice (BGH) in its “Hertie”-jurisdiction. As such, this jurisdiction will also serve as a basis to interpret the expertise requirements in German insurance regulatory law. Consequently, each of the supervisory board members is obliged to have a certain minimum level of general competencies, whereby the special expertise and advance knowledge have to be safeguarded within the board. Even if the supervisory board members are not “persons with key functions” as per framework directive of Solvency II, nevertheless the imminent transformation of the existing guidelines into the national law itself will indirectly have an impact on the qualification requirements of the supervisory board members in the insurance company industry.     

Mutual fund corporate culture and performance

In this paper we test if a mutual fund's own corporate culture predicts fund performance. To do this we use Morningstar's corporate culture ratings for mutual funds and then examine the ability of these corporate culture ratings to predict risk-adjusted performance of domestic equity funds over the period 2005–2010. Using methods that are robust to survivorship bias, we find there is little significant evidence that corporate culture predicts better fund performance. Indeed, we find that no individual component of the Morningstar stewardship rating including board quality, fees, manager incentives and regulatory issues is able to consistently predict fund performance.     

Tracing the American concept of stewardship to english antecedents

The contemporary American concept of stewardship is currently being criticised regarding its ability to meet the needs of a changing society. Some critics say that Americans have forgotten stewardship and some infer that it is missing or dead. This paper proposes that before we complete our speculation about the future of the concept of stewardship we need to consider its evolutionary history. A crossnational approach is used to locate the concept in its sociohistorical context. To this purpose, the paper traces the concept of stewardship from 13th century England to the modern American corporation. By identifying how it has evolved differently in America than it did in England, the paper concludes that the American concept is alive and viable in its own unique form. Questions regarding whether the American concept can survive in this form or how it might adapt in the future are left to future research. However, since accounting appears to be stewardship driven, researchers looking for a coherent legal/accounting theory of stewardship may find that evolutionary changes in the social and legal concept of stewardship subsequently lead to changes in accounting theory and procedure.     

The role of rating agency assessments in less developed countries: Impact of the proposed Basel guidelines

We assess the potential impact for non-high-income countries (NHICs) of linking bank capital asset requirements (CARs) to private sector ratings–as contemplated by the new Basel proposal. Specifically, we show that linking bank CARs to external ratings would have a series of undesirable effects for NHICs. First, since ratings are by far less widespread for banks and corporations in NHICs, bank CARs would be practically insensitive to improvements in the quality of assets, widening the gap between banks of equal financial strength located in higher and lower income countries. Second, bank and corporate ratings in NHICs (as opposed to their homologues in high-income countries) are strongly linked to their sovereign ratings. This would expose bank capital requirements in NHICs to the same “pro-cyclical” swings, which have characterized sovereign rating revision in the recent crisis episodes. We conclude that linking bank CARs to private sector ratings would worsen the availability and cost of credit to NHICs – with potential negative effects on the level of economic activity – and suggest that a reassessment of the Basel proposal may help to avoid such undesired consequences.