Cash holdings and corporate governance in family-controlled firms

This study examines the association between corporate governance and cash policy within family-controlled firms. Family businesses are complex, because, in addition to dealing with common business requirements and opportunities, they must consider the needs and desires of the family owners. The results of this study show that the impact of corporate governance, with its separation of control rights and cash flow rights, director-ownership-in-pledge ratio and proportion of independent directors on cash policy, differs between family-controlled and nonfamily-controlled firms. Separation of seat control rights and cash flow rights, as well as chair duality, significantly affects the cash policy within different levels of cash holdings in firms.     

In search of corporate governance in franchising

Abstract

A firm’s governance structure and business model might explain the firm’s failure or success. Franchising is a business model that has not received much attention within the corporate governance (CG) literature even though it obviously brings several unique CG challenges. Therefore, we review articles at the interface of CG and franchising. We identify and thematize the literature in four focus areas, each with a different relationship to CG: 1) traditional CG, 2) governance challenges unique to franchising, 3) governance modes, and 4) contracts. We find that the literature largely ignores the traditional view of CG when examining many aspects of franchising. We also find that the franchising literature covers governance topics when discussing governance modes, which provides a basis for developing CG theories. Altogether, our findings open a promising avenue for future research that incorporates CG into studies of franchising.     

The role of corporate governance in FDI decisions: Evidence from Taiwan

There has been a considerable literature on the determinants of why firms undertake foreign direct investment (FDI), but very little on whether firms with different governance characteristics are more or less likely to venture overseas. For example, are family-controlled firms more predisposed to FDI than firms, with similar attributes, but different forms of ownership? Does the presence of institutional shareholders suggest a greater propensity to invest abroad? Does the composition of the Board of Directors have an impact? Most extant studies of corporate governance focus on the impact of governance factors on firm performance. However, these performance outcomes are a function of the strategic decisions made by the firms, which suggests it might be useful to consider the relationship between corporate governance factors and particular strategic decisions. One example is the decision to undertake foreign direct investment. The two main strands of IB literature on the determinants of FDI have little or nothing to say about how corporate governance factors might affect the FDI decision. Both internalisation theory and the resource-based view see FDI primarily as a means by which firms can appropriate rents in overseas markets from the exploitation of their idiosyncratic resources and capabilities. This paper extends this literature by investigating the effects of governance factors on the decision to undertake FDI. In particular, we want to assess the impact upon the FDI decision of (a) the extent of family control, (b) the presence of domestic and foreign institutional shareholders, and (c) the composition of the Board of Directors. We investigate these effects using a sample of 228 publicly listed firms in Taiwan, and our results clearly indicate that family control and share ownership by domestic financial institutions in Taiwanese firms are associated with the decision to undertake FDI. We also find that corporate governance impacts in different ways with regard to Taiwanese FDI in China in comparison to Taiwanese FDI in the rest of the world.     

Corporate governance,ownership and firm value: Drivers of ownership as a good corporate governance mechanism

This study analyses the role of ownership as a good corporate governance mechanism. We study cross-national differences between companies with different level of investor protection. In addition, we account for the type of owner (young family vs. non-young family businesses) and the owner’s relationship with a second significant shareholder (monitoring vs. collusion). When the main owner has effective control over the firm (i.e., absolute control or less than absolute control but without the control of a second significant shareholder), the relation between ownership concentration and firm value is U-shaped. Our findings also suggest that the conflicts between majority and minority shareholders are weaker for companies with higher investor protection and young family-owned businesses.     

Every story tells a picture: Lessons from cartoons on corporate governance

While pictures tell stories, in the case of cartoons, stories also tell pictures. A theory of cartooning suggests that cartoons reflect public sentiment toward issues. As such, cartoons are a useful way of gauging and tracking public sentiment over time. This article uses a historical cartoon analysis to track public sentiment toward issues surrounding corporate governance. Specifically, it compares what cartoons reflected prior to the economic crash of 2008 and what they portrayed after. The criteria of narrative, location, binary struggle, and normative transfer were used as a framework to analyze 258 cartoons. We found that three major changes emerged after the 2008 crash that hold important lessons for those who govern corporations: the public's concern is no longer so much about corporate and individual fraudulent behavior as it is about corporate and individual greed; there is an impression that corporations do not do bad things so much as they do not do any good things; and ordinary people, workers, and taxpayers are those who suffer most when corporations are not governed well.     

CLASS: Five elements of corporate governance to manage strategic risk

Strategic risk management is an increasing concern for both boards and senior executives. Many recent business failures are due to senior level misjudgement and mismanagement of risk, the consequences of which can range from embarrassment to serious setback to bankruptcy. Ineffective risk management puts otherwise strong business models in jeopardy. Here we present CLASS (Culture, Leadership, Alignment, Systems, and Structure), an integrated, five-element model of corporate governance. We identify how attending to the elements in this framework supports development of an integrated and robust approach to corporate risk, and helps senior executives anticipate and handle the complexities of risk inherent in meeting strategic objectives.     

Outward foreign direct investment of publicly listed firms from China: A corporate governance perspective

This study examines the influence of key corporate governance factors on the internationalization decisions of emerging economy (EE) firms. By integrating the resource-based view and agency theory, it investigates the effects of controlling owner identity, non-controlling shareholder ownership, and the interactions of these with CEO power, in order to reveal their individual and joint effects on the outward foreign direct investment (OFDI) propensity of EE firms. This empirical study of 224 Chinese publicly listed firms found positive effects of ownership of domestic institutional investors and foreign corporations on the OFDI propensity of the firms, which were moderated by the power of the CEOs in these firms.     

Rethinking corporate governance in the digital economy: The role of stewardship

Digital technologies are increasingly changing the nature of competition and generating externalities that impact society. On the one hand, digitalization allows organizations to create substantial economic value in shorter periods of time through improved economies of scale, scope, and learning, resulting is increasing returns on capital and competitive concentration. On the other hand, ensuing societal concerns with inequities, regulatory lapses, and lack of transparency and truthfulness represent significant challenges for effective corporate governance. This article addresses the consequences to stakeholders that emerge from the digital economy, discussing how traditional governance mechanisms are ill-equipped to subvert negative externalities. We offer a stewardship-based model of corporate governance as a solution to the pressing problems plaguing consumers, employees, and other salient stakeholders of digital business excesses, with an emphasis on truthful disclosures, enhanced transparency, improvements in equitable allocation of organizational resources, and heightened trust relationships. The focus is on the positive role that organizational leaders can play as exemplars of virtuous stewardship in a highly networked society. The article redefines a modern view of stewardship in a digital economy and applies its principles to the four Ts of virtuous stewardship, a practical corporate governance model that encompasses truthfulness, transparency, trust, and technological equity.     

Strategic and institutional effects on foreign IPO performance: Examining the impact of country of origin,corporate governance,and host country effects

Integrating signaling and institutional perspectives, we develop and test hypotheses relating institutions and corporate governance to foreign IPO success. Our investigation highlights the importance of three important drivers of foreign IPO success: home country legal institutions, corporate governance, and host capital market choice. This research demonstrates that board independence and country of origin effects are powerful signals. However, these factors do not have a universal impact on foreign IPO success. Instead, the value of home country institutions along with corporate governance signals are contingent upon the institutional environment in which international entrepreneurs choose to seek capital resources.     

Corporate governance,globalization and firm productivity

We examine the relationship between globalization, corporate governance and firm productivity. The results, using longitudinal data from Korea, indicate that the positive effect of liberalising equity ownership on firms’ total factor productivity (TFP) was reinforced by indirect managerial effects when a firm improved its corporate governance. Our findings also confirm that the interaction of the managerial effect with increased foreign equity ownership is more significant than interaction with exports, suggesting that liberalising foreign investment in the host market is more effective in capitalising on the potential benefits of corporate governance reform than increasing exports to overseas markets, reflected in learning by exporting.     

Institutional investors in Bulgarian corporate governance reform: obstacles or facilitators?

Institutional investors can play a special role in corporate governance reform given their dual status as both objects and subjects of corporate governance. In transition economies these investors can turn into an obstacle to good governance practices because of inconsistency of their strategy with the reform goals, internal mechanisms of corporate control precluding equitable treatment of shareholders, and serious problems with transparency and disclosure. The expected positive role of institutional investors as subjects of corporate governance may be problematic if they adopt a strategy of accommodation with the anti-reform status quo.     

浅议风险资本与高新技术企业的公司治理

当前,由于风险投资在高新技术企业中所占的股权巨大,使得高新技术企业的公司治理变得复杂、特殊.风险资本市场本身具有风险性强、涉及范围广等特点,只有使其功能充分发挥出来,才能促进风险资本的合理开发,促进高新技术企业的技术创新,才能使高新技术企业的公司治理顺利开展.本文主要从风险资本最基本的运作原理入手,分析目前高新技术企业的公司治理过程中存在的风险,以及高新技术企业如何在各种风险中吸引风险投资.     

Modern Russian corporate governance: convergent forces or product of Russia’s history?

Does Russian corporate governance in the new millennium amount to a gradual evolution towards US-style corporate governance, or can it be expected to continue to reflect historical institutions and national culture? When multinationals complain about State interference in firms’ strategies and operations, can this be a permanent state of affairs, or is the situation likely to change?After 1991, Russia, in the middle of a huge crisis, embarked on a program of mass privatization, ostensibly with a view to creating full, market-based corporate governance, with open information disclosure, and enterprise ownership by outside investors having no relationship with the firm other then through their shares. In practice, however, it has become clear that a very different pattern has emerged, especially in manufacturing industries with relational investors, including managers and employees, as well as banks and other firms linked horizontally or vertically, little share liquidity. There is continued hostility towards active western and other genuinely ‘outside’ investors, and persistently strong State influence. This paper argues that this outcome can only be understood in the context of business history.     

Gender and ethnic diversity on boards and corporate information environment

Prior studies argue that demographic diversity on a firm's board impacts its information environment, yet there is limited empirical evidence regarding the relation between board diversity and corporate opacity. We extend this line of research by examining whether gender and ethnic diversity of directors impacts corporate opacity. Using a Herfindahl Index based on directors' gender and ethnicities to measure board diversity, and an opacity index based on analyst following, analyst forecast error, bid–ask spread, and share turnover to measure corporate opacity, we find that board diversity is negatively associated with corporate opacity. Our results are robust to alternative measures of board diversity and the various tests we employ to address potential endogeneity concerns.     

An evaluation of corporate governance evaluation, governance index (CGI NK ) and performance: Evidence from Chinese listed companies in 2003

In the present paper, based on samples of 2003, empirical analyses of Corporate Governance Index (CGI ^NK ) and its six dimensions of listed companies in China, the index of controlling shareholders’ behaviors, board governance index, top management governance index, information disclosure index, stakeholders’ governance index, and supervisors committee governance index, are carried out and the results show that CGI ^NK is positively associated with the return on assets (ROA), net assets per share (NAPS), earnings per share (EPS), operating cash flow per share (OCFPS), total assets turnover (TAV), rate of total assets growth (ITA) and Z-score. These indicate that good corporate governance mechanisms improve profitability, stock expansion ability, operating efficiency, growth and development potential, as well as financial flexibility and safety of listed companies. Corporate governance mechanisms of controlling shareholders, board of directors, top management, information disclosure, stakeholders and supervisors committee are largely responsible for decision-making and decision-execution mechanisms, and furthermore, they have direct and profound effects on the performance and value of listed companies. Translated from Zhongguo Gongye Jingji 中国工业经济 (China Industrial Economy), 2006, (4): 98–107     

The effect of cross-listing on the environmental,social, and governance performance of firms

We propose that cross-listing is associated with better environmental, social, and governance (ESG) performance, because cross-listed firms adopt ESG practices to mitigate the liability of foreignness (LOF) in foreign financial markets. Institutionalization processes have made ESG practices important for managing challenges associated with the LOF. With tests involving the S&P Global 1200 index, we show that cross-listing improves corporate social responsibility (CSR; i.e., social and environmental dimensions) but not corporate governance. The effects of cross-listing on CSR also depend on investor protection regimes of listing destinations: Stronger regimes correspond with poorer CSR performance, suggesting that they limit managerial discretion.     

CEO duality leadership and corporate diversification behavior

This study examines an important, yet understudied relationship between CEO duality and corporate diversification. Results based on the data collected from Fortune 1000 U.S companies indicate that CEO duality is positively associated with corporate diversification into unrelated industries. Further analyses reveal that this relationship is moderated by a number of corporate governance mechanisms. We find that board equity ownership and institutional ownership concentration weaken the initially positive relationship between CEO duality and unrelated diversification while CEO tenure and board independence strengthen this relationship.     

Corporate governance and family business performance

Family business continuity plans commonly establish a governance structure for the family and for the family business. The purpose of those structures is to improve strategy and control mechanisms of the family business and, to organize the communication and relationship between family owners and business executives. This research focuses on assessing the impact of those structures on family business performance. Specifically, the study assesses the impact a professional board of directors has on a company's performance. The research team selected a set of 22 family businesses. Some of these families have undergone a process of developing a family protocol over the last seven years. The authors captured the relevant information for this research by sending out a survey to each family member and to each non-family director or executive.     

Transfer of corporate governance practices into weak emerging market environments by foreign institutional investors

We advance the practice transfer theorising of corporate governance (CG) by developing a framework that uncovers how foreign institutional investors (FIIs) improve on CG practices of firms in weak institutional environments. Using hand-collected data for 85 listed Nigerian firms covering the 2011–2016 period, we show that FIIs bypass the weak regulatory environment in emerging markets by transferring good CG standards to host countries. Furthermore, FIIs’ ability to enhance the CG quality of firms in such environments is moderated by their home country’s legal system, with FIIs from countries with strong legal enforcement having an enhanced ability to improve CG practices of firms in weak institutional environments. However, cultural differences between the FIIs’ home and host countries negatively moderate this relationship. Our results are robust to the choice of estimation technique and various sources of endogeneity.     

会计信息质量与公司治理结构问题探析

会计信息是两权分离下所有者和经营者沟通受托责任履行情况的桥粱,是资本市场中投资者决策的直接依据.高质量的会计信息对资本市场的完善至关重要,是公司内、外部治理结构有效运行的基础.本文就对会计信息质量与公司治理结构问题进行了分析,以实现资本市场资源的优化配置.