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.     

Paper and Hill: An In‐Class Corporate Governance Case

Corporate governance is a set of rules and processes that help ensure that firms are effectively run for the benefit of their stakeholders. Good corporate governance is predicated on having directors fulfill their fiduciary duties while acting as stewards of the corporation. The fact that good corporate governance is essential to a well‐functioning and prosperous society is reflected in CPA Canada's Strategy and Governance competency. Unfortunately, there are few in‐class Canadian corporate governance cases that instructors can use to help accounting students improve their understanding of these three fundamental governance concepts: director duty of care, director duty of loyalty, and the business judgment rule. This Canadian corporate governance case is based on the actual events regarding the approval of Steven Hill's employment contract as the Chair of Paper Enterprises Inc. The case is presented using PowerPoint slides, rather than in a traditional narrative format, as it intended to be used as an in‐class case that does not require advance student preparation.     

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.     

Factors Influencing Corporate Environmental Disclosures

We investigate the effectiveness of the Carbon Disclosure Project (CDP), a not‐for‐profit organization that facilitates environmental disclosures of firms with institutional investors, thereby serving as a corporate governance mechanism for shareholders to influence the firm's environmental disclosures. We examine firm characteristics associated with firms' decisions to disclose carbon‐related information via the CDP for a sample of 319 Canadian firms over a four‐year period. In particular, we examine how firms' decisions to disclose via CDP are associated with shareholder activism, litigation risk, and the opportunity for low‐cost positive publicity once requested by the firms' “signatory” investors. Our results also show that management's decision to release climate change data is associated with domestic, but not foreign, signatory investors. We also find that disclosing firms tend to be those from lower polluting industries with less exposure to litigation risk. This suggests that this new form of coordinated shareholder activism may not be successful at altering the behavior of firms that are heavier polluters.     

Environmental and Social Matters in Mandatory Corporate Reporting: An Academic Note

This note provides an overview of mandatory corporate reporting for environmental and social matters in Canada, the United States and the EU. When researchers and educators consider reporting on these matters, they often look to voluntary corporate reporting. However, we argue that a lot of related information exists in companies’ mandatory reports, either in the disclosures dictated by securities regulators, or via other required channels. Our objective is threefold. First, to describe what currently exists regarding mandatory reporting on environmental and social matters (to inform). Second, to discuss several of the current ongoing debates regarding such reporting (to encourage discourse). Third, to encourage research into the mandatory reporting of environmental and social matters.     

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.     

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.     

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.     

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.     

Do institutional shareholder services (ISS) corporate governance ratings reflect a company's operating performance?

Little is known about the relation between the actual governance rating received by a firm and the firm's performance. In this study, we examine the relation between the actual corporate governance rating received by a firm and the firm's performance during the years 2002–2004. We use the institutional shareholder services (ISS) corporate governance quotient (CGQ) rating of a firm's corporate governance structure and analyze this rating in relation to the firm's operating performance. We compare the institutional shareholder services’ CGQ rating to two measures of the firm's operating performance, return on assets (ROA) and return on equity (ROE). Based upon our results, we do not find statistical evidence suggesting that the firms’ operating performance is related to the firms’ ISS corporate governance rating.     

考虑市场治理体系的银行债权治理及其效应研究——来自A股工业企业的经验证据

将银行债权、产品市场、经理人市场和公司控制权市场等机制作为市场治理机制,构成市场治理机制体系,采用深沪A股工业企业2006-2016年的数据,从检验中国市场化改革成效角度,以市场化体系中最为活跃的力量——银行债权为核心,考察其在市场化体系情境下对公司治理的作用机制及效应。研究发现:无论是否考虑市场治理体系,银行债权均发挥积极治理效应,且考虑体系时银行债权治理效应更强,动态优化幅度更大,优化趋势更明显;考虑体系时,除公司控制权市场外,银行债权与其他机制形成良性互动进而发挥积极的直接效应和间接效应,且直接效应占优。研究证明我国市场治理体系日益完善,市场化改革进程日益深化,但仍需进一步加大改革的力度。研究对肯定市场化改革成效,坚定市场化改革取向,进一步发挥银行债权治理效应,形成协同高效的市场治理体系和防范化解金融风险具有重要意义。     

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.     

独立董事返聘与公司违规:“学习效应”抑或“关系效应”？

本文关注独立董事任期届满后离任、但经过一段“冷却期”后再次被原上市公司返聘的现象(“独立董事返聘”)。本文以2003—2016年沪深两市A股上市公司为样本,研究了独立董事返聘对公司违规的影响究竟是基于“学习效应”的抑制效果还是基于“关系效应”的助长效果。研究发现:(1)对独立董事返聘的公司而言,相对于冷却期,返聘期的公司违规显著更少(纵向对比);(2)返聘的独立董事首任期间,公司违规要显著低于冷却期(纵向对比);(3)相较无独立董事返聘、返聘人数更少的公司,返聘人数更多的公司违规显著更少(横向对比)。研究发现支持了“学习效应”假说,即独立董事返聘抑制了公司违规,并非是规避任期规定的手段。     

Does “Vote No” Change Corporate Governance and Firm Value? Evidence from the Shareholder Activism of the Korean National Pension Service

In this paper, we analyze the effect of shareholder activism on firm value through internal corporate governance in an emerging market. We investigate the shareholder activism by the National Pension Service (NPS) of Korea, the fourth-largest pension fund in the world in 2010. We investigate stock price reaction to a “vote no” press announcement and find that the market does not react in the short run, which reaction is inconsistent with the results from developed countries. We also find that firms experiencing “vote no” and improved internal corporate governance have higher firm valuation. Shareholder activism by the NPS is effective in increasing target firm value through improving internal corporate governance.     

保险治理与公司违规——董事高管责任保险的治理效应研究

公司治理机制被认为是影响公司违规的重要因素,然而董事高管责任保险作为一种重要的外部治理机制,是否会影响公司违规尚未得到充分研究。本文研究发现董事高管责任保险显著降低公司违规概率,符合监督效应假说。经工具变量法、Heckman两阶段模型和倾向得分匹配法稳健性检验,上述结论依然成立。影响机制分析表明,董事高管责任保险显著降低了公司违规倾向,显著增加了违规后被稽查的概率,并降低了上市公司的第一类代理成本。对董事高管责任保险的监督职能做进一步分析发现:(1)董事高管责任保险对上市公司经营违规和领导人违规的监督效应更为显著,但对信息披露违规的治理作用并不显著;(2)董事高管责任保险发挥的监督职能与股权属性和保险机构股东治理存在替代效应,与外部审计师治理和董事长CEO二职分离存在互补效应;(3)分组检验结果表明,董事高管责任保险对公司违规的监督效应在外部监管环境较差或者公司内部信息透明度较高的情况下更加显著。本文既提供了保险合约通过公司治理渠道影响公司违规的证据,同时也表明保险机构通过董事高管责任保险为中国资本市场提供了一种较为有效的公司外部治理机制。     

坚持运用辩证唯物主义,深度参与会费比额谈判

习近平总书记在《求是》杂志2019年第1期发表重要文章《辩证唯物主义是中国共产党人的世界观和方法论》,强调要"更加自觉地坚持和运用辩证唯物主义世界观和方法论,增强辩证思维、战略思维能力,把各项工作做得更好",这为我们运用辩证唯物主义基本原理参与联合国会费比额谈判提供了科学指引.本文拟结合工作实践,探索坚持和运用辩证唯物主义这一中国共产党人的世界观和方法论,更好发扬斗争精神和增强斗争本领,推动深度参与联合国会费比额谈判,为国家争取更大利益,为积极参与全球治理体系改革和建设贡献力量.     

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.     

Victorian share-pricing - a problem in thin trading

This paper discusses the problems of nineteenth century share valuation and corporate governance. It is based on the summary of a 1900 appeal case, The Earl of Portsmouth v. Pease (1900), which was recorded in the Durham press and concerned the sale of shares within a local private family company in 1898. This contract was overturned in the Court of Chancery as being inequitable. The methods and assumptions employed to value the shares for the private family sale and a coincident public issue were described in detail; the effect of the case was dramatic and the issues raised are still relevant.     

高管团队内部治理与企业资本结构调整——基于非CEO高管独立性的视角

本文以2001-2017年A股上市公司为研究样本,实证检验了高管团队内部治理对企业资本结构的影响。研究发现:当企业负债不足时,高管团队内部治理效应能够显著提高企业(尤其是非国有企业)的负债水平,降低企业实际资本结构与目标资本结构的偏离程度。这种高管团队内部治理效应在第一类委托代理问题比较严重以及非CEO高管监督动机较强的企业中更加显著。作用机制分析表明,高管团队内部治理效应能够通过降低第一类代理成本来降低企业资本结构与目标资本结构的偏离程度。本文的研究结论为改善我国上市公司治理提供了新的思路,对于优化企业融资结构、深化金融供给侧结构性改革具有一定的启示意义。     

Corporate governance and hedge fund activism

Recently, the mainstream media have paid considerable attention to hedge funds behaving as agents of corporate change. We study this phenomenon using a unique dataset of hedge fund activism for the period 1994–2005, and find evidence that hedge fund activists improve both short-term stock performance and long-term operating performance of their targets. The most dramatic changes in performance accrue to targets where activists seek corporate governance changes and reductions in excess cash. Additionally, hedge funds themselves benefit from activism: the risk-adjusted annual performance of hedge funds seeking changes in corporate governance is about 7–11% higher than for non-activist hedge funds and hedge funds pursuing less aggressive activism. These results imply that hedge funds can facilitate long-lasting changes in corporate governance, cash flows, and operating performance that benefit target firm shareholders and hedge fund investors alike.