Corporate Governance and Firm’s Efficiency: The Case of a Transitional Country, Ukraine

In this study, we look for empirical support for the hypothesis that there is a positive relationship between the levels of corporate governance quality across firms and the relative efficiency levels of these firms. This hypothesis is related to Leibenstein’s idea of X-efficiency. We use the data envelopment analysis (DEA) estimator to obtain proxies for X-[in]efficiency of firms in our sample and then analyze them with respect to different ownership structures by comparing distributions and aggregate efficiencies across different groups. We also use truncated regression with bootstrap, following Simar and Wilson Estimation and influence in two stage, semi-parametric models of production process, Simar and Zelenyuk (2003) to infer on relationship of inefficiency to various indicators of quality of corporate governance, ownership variables, as well as industry and year specific dummies. The data is coming from seven industries in Ukraine. “The entrepreneurship structure itself may be critical, with the classic issue of the separation of ownership from control being regarded as one of the earliest and most important sources of X-efficiency” (Button and Weyman-Jones, 1992, American Economic Review). We would like to dedicate this paper to the memory of Christos Panzios—co-editor who handled our paper to almost the very end, whose suggestions and encouragement have helped us substantially improve our paper.     

Firm Performance,Governance Structure,and Top Management Turnover in a Transitional Economy*

abstract Recent research has argued that political and regulatory environments have a significant impact on corporate governance systems. In particular, countries with poor investor protection laws and weak law enforcement have low levels of corporate governance that manifests itself in substandard financial performance, management entrenchment, and the expropriation of minority shareholders. One implication of this research is that China will have poor corporate governance and entrenched managers as its legal system is relatively underdeveloped and inefficient. However, using data on top management turnover in China's listed firms, our results refute the prediction of entrenched management. We find evidence of very high turnover of company chairmen and there are many cases that we interpret to be forced departures. Our results show that chairman turnover is related to a firm's profitability but not to its stock returns. Turnover‐performance sensitivity is higher if legal entities are major shareholders but the proportion of non‐executive directors perversely affects it. We find no evidence that profitability improves after a change in chairman and this suggests that a firm's governance structure is ineffective as it is unable to recruit suitable replacements that can turn around its financial performance.     

监督还是干扰:中小股东积极主义与企业财务风险

本文采用2009至2018年我国A股上市公司数据,实证检验了中小股东参与公司治理对企业财务风险的影响以及相应的作用机理。研究发现,中小股东参与公司治理降低了企业的财务风险。中介效应检验结果表明,中小股东参与公司治理通过监督管理层和约束控股股东影响了企业财务风险。进一步研究发现,相对于其他企业,在信息环境和法律环境较差的企业中,中小股东参与公司治理对财务风险的抑制作用更加显著。本文结论不仅验证了中小股东参与公司治理的有效性,还发现了中小股东积极主义与外部环境的替代效应,为鼓励中小股东参与决策、完善公司治理机制、保护中小投资者利益提供了一定的参考依据。     

The impact of corporate governance on employment relations in South Korea: the shareholder versus stakeholder perspectives

This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, average employee tenure and industrial relations (IR) climate, as well as a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labour unions than the shareholder orientation did.     

Expressive Shareholder Democracy: A Multilevel Study of Shareholder Dissent in 15 Western European Countries

This study develops an expressive understanding of shareholder dissent. In this view, shareholder dissent is not only about the voting outcomes of proposals put to the vote, but also expresses an evaluation of the firm's corporate governance set‐up. We hypothesize that shareholder dissent expresses an agency theoretical evaluation of corporate governance, but that the degree to which the capitalist system of a country is a coordinated market economy (CME) leads shareholders to evaluate corporate governance more in team production terms. We test our theoretical model using multilevel techniques on a sample of 12,513 proposals voted on in 717 firms listed in 15 Western European countries and find support for our predictions. Our study not only contributes to a better understanding of the corporate governance role of shareholder dissent, but also shows that what shareholders express through dissent differs across national contexts.     

Do institutional shareholders police management?

Some have argued that legislation limits the ability of institutional shareholders to discipline shirking management teams. However the level of takeover activity in the 1980s suggests that the cost of using takeovers to discipline management has decreased. This may give institutional shareholders the ability to participate actively in corporate governance. This paper presents an empirical examination that is consistent with this hypothesis. First, institutional ownership concentration varies across firms according to the benefits of policing firms in 1988. The relationship is less pronounced in 1980. Second, firms characterized by concentrated institutional ownership are more likely to use takeovers as the disciplinary mechanism. © 1997 John Wiley & Sons, Ltd.     

The impact of corporate governance on employment relations in South Korea: the shareholder versus stakeholder perspectives

This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, the level of average employee tenure and industrial relations climate, and had a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labor unions than the shareholder orientation did.     

The impact of initial public offerings on innovations: Short-termism or initial governance force exit?

We study the impact of initial public offerings (IPOs) on corporate innovations in China. The findings suggest that going public significantly impedes corporate innovations by lowering overall innovation quality. For firms with shareholders selling or pledging less shares after IPO, the number of patents increases, but the nonself-citations per patent decrease relative to matched non-IPO firms. In contrast, for firms with shareholders selling or pledging more shares after IPOs, both the number of patents and nonself-citations per patent decrease. The magnitudes of impact in the latter are stronger than those of former, supporting the initial governance force exit hypothesis.     

公司治理结构对财务报告品质可靠性的影响*——从盈余门坎的角度分析

研究重点在于探讨台湾上市公司治理结构是否会影响公司财务报告品质可靠性.由于台湾上市公司的核心代理问题主要来自控制股东与小股东之间的利益冲突.本文预期,控制股东会通过盈余管理达到门坎.实证结果发现,代理问题较严重的公司,裁决性应计项目较大,并会通过盈余管理跨越前期盈余门坎,造成财务报告信息可靠性降低.相较于其他类型的控制股东,具有家族色彩的控制股东较会通过盈余管理达到门坎,并降低财务信息品质可靠性.     

Influential ownership and capital structure

This paper explores the relation between ownership structures and capital structures in Russia—an economy with a state‐run banking sector, weak corporate governance, and highly concentrated ownership. We find that firms with the state as controlling shareholder have significantly higher leverage than firms controlled by domestic private controlling shareholders other than oligarchs. Both firms controlled by the state or oligarchs finance their growth with more debt than other firms. Profitability is negatively related to leverage across all types of controlling owners, indicating a preference for internal funding over debt. The results indicate that firms with owners that have political influence or ties to large financial groups enjoy better access to debt. Copyright © 2009 John Wiley & Sons, Ltd.     

Corporate Governance,Investment, and Firm Valuation in Asian Emerging Markets

We investigate the effects of corporate governance and family ownership on firm valuation through investment efficiency in Asian emerging markets. Using 3 years of time series data from the Credit Lyonnais Securities Asia corporate governance score for 10 Asian emerging markets, we find that good corporate governance leads to better or more efficient investment decisions and eventually to higher firm value. We also find that investors reward firms for improvement in corporate governance. The findings do not hold for Asian firms with a family or concentrated ownership structure. The results are not driven by changes in accounting standards in these markets.     

Shareholder litigation and toxic releases

We examine the environmental impact of the staggered adoption of universal demand laws by 23 U.S. states between 1989 and 2005. Universal demand laws impede derivative lawsuits and thus undermine shareholder oversight of corporate environmental performance. We find that weakened litigation rights for shareholders are positively associated with the release of toxic chemicals by firms. The effect is stronger for firms with weak governance, and environmental mismanagement by firms after the passage of the laws lead to poorer financial performance. Overall, our findings imply that derivative lawsuits by shareholders are not frivolous, as is often asserted. Rather, they act as an effective mechanism of corporate governance.     

Democracy,rule of law,and corporate governance—a liquidity perspective

This study examines whether and how democracy and rule of law—two overarching country-level governance variables—influence corporate governance. Given that corporate liquidity (cash holdings) is a good channel for examining the quality of corporate governance, the effects of democracy and rule of law on corporate governance can be identified using the liquidity approach. A review of 67 countries from 1996 to 2010 demonstrates that democracy and rule of law indeed have bearings on corporate governance. More specifically, results indicate that firms are more inclined to hoard cash to take advantage of growth opportunities when the level of democracy is higher or rule of law is stronger, suggesting that agency costs are lower and interests of managers and shareholders are more aligned under such circumstances. In addition, the negative effect of debt issuance and dividend payment on cash is more pronounced when the level of democracy is higher or rule of law is stronger, suggesting that these two approaches become more effective in reducing agency costs and transitively cash holdings under such circumstances. Moreover, the positive effect of democracy and rule of law on corporate governance appears to be reinforced when rule of law is stronger and the level of democracy is higher, respectively. Furthermore, higher level of economic development helps reap the benefit of democracy and rule of law in terms of improving corporate governance and reducing agency costs.     

Corporate sustainability and institutional shareholders: The pressure of social responsible pension funds on environmental firm practices

This paper analyses the role of social responsible (SR) pension funds as influential institutional shareholders in the corporate sustainability of investee firms. We study the influence of 197 UK SR pension funds on 1,253 firms with 31 environmental, social, and governance (ESG) indicators from 2002 to 2018. According to the indicator nature, we perform logit and ordinary least square (OLS) estimations with panel error correction models to control causality. Our results show that SR pension funds significantly impact on 41.93% of the ESG indicators studied. We find that larger pension‐fund shareholding positively influences on ESG firm performance and encourages proactive behaviour towards environmental practices. Firms with larger pension‐fund shareholding are more likely to use renewable energies and disclose environmental information, increasing the firm transparency towards stakeholders. This study contributes to understand that, besides stakeholders, institutional shareholders (SR pension funds) demand sustainable development and are able to transfer important values for the society and the environment to corporate governance.     

独立董事对家族高管薪酬治理效应分析

高管薪酬契约是现代公司治理结构中的重要组成部分,是所有者用于减轻代理成本的一种手段.通过选取2009-2010年家族类上市公司492家和国有上市公司521家,实证结论表明:家族类上市公司与国有上市公司相比,家族高管薪酬比国有企业高管薪酬水平平均要高,并且薪酬业绩敏感性低;独立董事作为保护外部中小股东利益的监督机制,与国有企业相比,家族企业的独立董事对高管(家族高管)薪酬治理作用更为有限;这一结论表明,独立董事监督作用的发挥还需一个合适的治理环境.     

When a Sinner Does a Good Deed: The Path‐Dependence of Reputation Repair

This study examines how shareholders will interpret a socially desirable action taken by firms with a damaged corporate reputation status. We first explain theoretically why shareholders’ path‐dependent judgments of a tainted firm increase the likelihood of shareholders making less favourable judgments of the firm's socially desirable actions. We then test the theoretical predictions using a sample of Chinese listed firms that were sanctioned for securities fraud and subsequently made donations to the 2008 Sichuan earthquake relief funds. We find that the shareholders evaluate the donations made by fraud‐tainted firms less favourably than those made by firms that have not been sanctioned for fraud. Furthermore, the shareholders’ evaluations of the donations made by fraud‐tainted firms is less favourable if the firms have committed more serious fraud and undertaken fewer positive remedial actions in the post‐fraud period. Overall, our evidence demonstrates that shareholders’ path‐dependent judgments of fraud‐tainted firms constitute a major obstacle that constrains the effectiveness of reputation repair.     

Outside Directors on Korean Boards: Governance and Institutions

Drawing on institutional theory, this study examines the factors that pressured Korean firms to appoint outside directors to their boards. While this practice could be considered to be a management innovation in Korea, in the Anglo‐American corporate governance system it has long been used as one of several mechanisms to mitigate agency costs between management and shareholders. As such, this response by Korean firms, following the 1997–98 currency crisis in Asia, could be seen as an example of corporate governance convergence on the Anglo‐American model, where higher levels of outside director representation on the board are the norm. We examine the antecedents of having a higher proportion of outside directors on Korean boards. Our findings indicate that larger firms that are under stricter control by the government have higher representation of outside directors on the board. We also find a positive and significant relationship between the proportion of outside directors and business group affiliation, poor prior firm performance, higher levels of debt and foreign ownership.     

Court Intervention as a Governance Mechanism over CEO Pay: Evidence from the Citigroup Derivative Lawsuit

Abstract

We use an unanticipated court ruling in a lawsuit against Citigroup claiming corporate waste related to CEO pay to analyse court intervention as an alternative governance mechanism in cases of excess pay. We find a negative relation between announcement returns and excess pay, consistent with shareholders of these firms perceiving court intervention as net costly. However, we find a positive relation between announcement returns and excess pay accompanied by poor performance, suggesting that intervention is welcome when pay is more egregious. Finally, we find that firms with excess pay and whose shareholders welcome intervention reduce future pay relative to other firms, suggesting that the threat of court intervention is a potential mechanism to control excess pay.     

Strategic stakeholder management,environmental corporate social responsibility engagement,and financial performance of stigmatized firms derived from Chinese special environmental policy

We draw upon the stigma literature and strategic stakeholder management model to develop a framework capable of explaining the link between environmental corporate social responsibility (ECSR) engagement and financial performance of stigmatized firms, taking stakeholder‐oriented governance and density of local stigmatized firms into consideration. Using a uniquely compiled dataset of Chinese firms specifically monitored by the Ministry of Environmental Protection of China, we conducted propensity score matching analysis to estimate the impact of stigma on corporate financial performance and corporate environmental responsibility. The result shows that the financial performance of stigmatized firms is negatively affected by the stigma label, spurring them to engage in more ECSR than their peers to improve their legitimacy. Though ECSR engagement of stigmatized firms is found to be negatively associated with their financial performance in current study. Our results also confirm that (a) the financial performance of stigmatized firms is positively affected by two proxies for corporate stakeholder‐oriented governance (i.e., institutional ownership and corporate transparency) and negatively affected by the density of local stigmatized firms; (b) corporate stakeholder‐oriented governance compensates for the negative effect of ECSR engagement; (c) high intensity of local stigmatized firms provides focal firms with an opportunity to improve their financial performance through ECSR engagement; and (d) the positive effects of corporate stakeholder‐oriented governance are diminished by the density of local stigmatized firms.     

The analysis of corporate governance policy and corporate financial performance

The main purpose of this study is to investigate the relationship between the quality of corporate governance policy and the firm financial performance and. Data were collected from Corporate Library. A sample of 3,068 firms from the database of 2010 Corporate Library was analyzed. Logistic regression models were employed and SPSS statistical package was utilized to perform the analysis. Our results show that when firms have better corporate governance policies, they are more likely to perform better. Specifically, when firms have a better board rating, compensation policy, takeover defense strategy, accounting practice, and a formal governance policy, they are more likely to perform better than their counterparts without such quality corporate governance policies.