Legally‐Recognised Group Structures: An Exploratory Analysis

Corporate groups are the dominant vehicle for organising business activity in Australia. For accounting purposes, a corporate group is treated as a single economic entity, and for this reason empirical research largely ignores the underlying legal structures. While the basic position at law is that each company within the corporate group is a separate legal entity, we demonstrate how the regulatory interventions of tax consolidation and the deed of cross‐guarantee may interfere with this fundamental notion. Using hand‐collected observations for the S&P/ASX200, we provide unique insights into individual group composition and identify corporate groups that have achieved optimal reporting efficiencies, as envisaged by the regulator, by adopting these legally‐recognised group structures. We also identify cases that appear to exploit these regimes for more strategic reasons, which may result in legal complications when untangling the complexities of group liability. It is clear from our analysis that there is very little homogeneity in group organisation among the large Australian public companies that we study.     

Manager‐Specific Effects on Earnings Guidance: An Analysis of Top Executive Turnovers

We investigate how managers contribute to the provision of earnings guidance by examining the association between top executive turnovers and guidance. Although firm and industry characteristics are important determinants of guidance, we conclude that CEOs participate in firm‐level policy decisions, whereas CFOs are involved in the formation or discussion of guidance. Among firms that historically issued frequent guidance, breaks in guidance following CEO turnovers are relatively permanent and are potentially attributable to firm‐initiated changes in guidance policy. Breaks following CFO turnovers, however, likely reflect uncertainty on the part of the newly appointed executive—they are concentrated in the two quarters following the turnover, are associated with the background of the newly appointed CFO, and extend to the relative precision of the guidance. Among firms that did not issue guidance historically, we find some evidence that newly appointed externally hired CEOs increase the likelihood of providing guidance.     

Costs and Benefits of Mandatory Auditing of For‐profit Private and Not‐for‐profit Companies in Australia

This paper addresses the paucity of research surrounding the mandatory auditing of for‐profit private and not‐for‐profit companies in Australia. We document the various mandatory auditing provisions under the Corporations Act and identify over 22 000 companies that lodge audited accounts with the regulator under federal law. In 2011, 6339 large proprietary companies, 186 small proprietary companies, 2797 foreign‐owned companies, 3985 unlisted public companies and 8404 public companies limited by guarantee had an obligation under the Corporations Act to lodge audited accounts. While large proprietary and foreign‐owned companies have an option to apply to the Australian Securities and Investment Commission for audit relief, we estimate that less than 10% are granted audit exemption. We document that since 1995 an additional 1500 large proprietary companies that should have lodged under the size provisions of the Corporations Act have been granted exemption from doing so (i.e., grandfathered), although these firms appear to be subject to an annual audit even though they do not lodge accounts. We estimate the costs and discuss the potential public interest and firm‐level benefits associated with the mandatory auditing of for‐profit private and not‐for‐profit companies in Australia.     

A Maturity‐level Assessment of Generalised Audit Software: Internal Audit Functions in Australia

The advancement of information technology in today's technologically driven era has had a significant impact on the way corporate organisations are conducting their business, especially in a developed country such as Australia. Consequently, it is now almost impossible to conduct effective and efficient audits without the use of technology‐based tools in control environments that are dominated by big data and increasing volumes of electronic audit evidence. Generalised Audit Software (GAS) is one of the most frequently used technology‐based tools available for the internal audit function for tests of controls purposes. The objective of this article is to explore the maturity of the use of GAS by internal audit functions in Australia. The literature review reveals that the use of GAS by internal audit functions globally is still at a relatively low level of maturity, despite the increased adoption of information technology and the generation of big data within organisations. Similarly, the empirical results also confirm the low level of maturity in the use of GAS by internal audit functions in Australia. Only 17.4% of the respondents displayed a high level of maturity with regard to the use of GAS.     

Industry‐Specific Human Capital,Idiosyncratic Risk,and the Cross‐Section of Expected Stock Returns

Human capital is one of the largest assets in the economy and in theory may play an important role for asset pricing. Human capital is heterogeneous across investors. One source of heterogeneity is industry affiliation. I show that the cross‐section of expected stock returns is primarily affected by industry‐level rather than aggregate labor income risk. Furthermore, when human capital is excluded from the asset pricing model, the resulting idiosyncratic risk may appear to be priced. I find that the premium for idiosyncratic risk documented by several empirical studies depends on the covariance between stock and human capital returns.     

Dividend Policies of Privately Held Companies: Stand‐Alone and Group Companies in Belgium

This study examines the dividend policies of privately held Belgian companies, differentiating between stand‐alone companies and those affiliated with a business group. We find that privately held companies typically do not pay dividends. Compared to public companies, they are less likely to pay dividends and they have lower dividend payouts. Our results also suggest that group companies pay more dividends than stand‐alone companies, consistent with the hypothesis that tax‐exempt group firms redistribute dividend payments on the group's internal capital market. Group companies pay higher dividends if they have minority shareholders.     

Management Discussion and Analysis: An Evaluation of Practice in UK and US Companies

The Accounting Standards Board has proposed the inclusion of an Operating and Financial Review in the annual reports of large UK companies, similar to the Management Discussion and Analysis (MD&A) required by the Securities and Exchange Commission (SEC) in the USA. This paper explores the nature of the MD&A reports already existing in the case of 42 UK companies which report to the SEC and compares these with a sample of 42 large US companies. Techniques of content analysis and a subjective scoring system were used to quantify the differences between observed practice of UK and US companies within the same set of regulations. UK companies were found to provide more informative reports with respect to disclosure of aspects of risk and uncertainty, as well as providing more forward-looking information. In both the UK and the USA there was no evidence of homogeneity of form and content within or between industry groupings. It is concluded that it is feasible for UK companies to produce the type of report envisaged by the Accounting Standards Board and that a wide range of practice exists within the framework of the SEC regulations. Research into user needs will be required to identify the most useful disclosures.     

Loss Sharing Rules for Bank Holding Companies: An Assessment of the Federal Reserve's Source‐of‐Strength Policy and the FDIC's Cross Guarantee Authority

In this article, we critically examine two policies designed to protect the deposit insurance funds—the Federal Reserve Board's source‐of‐strength policy and the FDIC's cross‐guarantee authority. We discuss why each of the policies was adopted and how effective each has been in practice since its implementation. We then evaluate the future application and usefulness of the two policies in light of the structural changes that have resulted from industry consolidation and the financial modernization of the 1990s.     

不同国家公司治理结构及期比较

美国、德国、日本的公司治理结构在股权结构、治理制度、治理手段以及对公司经理人员的激励和约束机制方面的特点不同。这些不同特点反映在公司持股结构、公司治理机制对公司治理的力度、对经理人员的激励和约束机制等方面的差异。通过比较分析揭示不同公司治理结构的优点和缺点。     

Corporate governance and the informativeness of disclosures in Australia: a re‐examination

We re‐examine the association between corporate governance and disclosures reported by Beekes and Brown (2006), using an extended time series of Australian data. Since the ASX corporate governance guidelines were introduced in 2003, firms generally have increased their disclosure frequency and demonstrated an improvement in the timeliness of bad news relative to good news, indicating a levelling of disclosure practices and greater transparency. Better governed firms have become more cautious in their disclosure practices. However, they continue to be more balanced with respect to good and bad news timeliness. Changes to disclosure laws have also influenced company practices.     

货币薪酬对我国上市公司高管和股东利益一致性的影响研究

本文选取2001—2008年我国上市公司作为样本,全面考察了高管货币薪酬与股票收益率之间的隐性关系和可能的显性关系,估计了高管货币薪酬和用股东财富增长衡量的公司业绩之间的敏感性关系。从制度背景来看,上市公司高管的货币薪酬主要取决于会计业绩指标;但研究也表明,薪酬机制仍然使高管和股东利益更趋一致,而且股票收益率独立地影响货币薪酬。从薪酬业绩敏感性来看,虽然高管薪酬独立于业绩的增长,但流通股股东财富增加1000元或者全体股东财富增加9000元,仍会导致高管薪酬平均增加近10元。解决这种低敏感性的途径是加强股权激励。     

Tax‐Aided Financial Services Companies and the Cost of Capital

Over the past two decades, the governments of several European countries have implemented special tax devices to attract the finance centres of multinational companies. This paper determines how the cost of capital for investments made by multinationals is affected by the tax regimes, bringing into play the Irish financial services company, the Belgian co‐ordination centre, the Dutch finance company and the Luxemburg company coupled with a Swiss finance branch. It gives evidence that intermediation of a tax‐aided services company in the financing scheme of a foreign subsidiary provides an important tax saving. However, the home and source countries' tax regimes influence the hierarchy of the less heavily taxed treasury and finance centres. The methodology relies on the marginal effective tax rates theory and consists of an extension of Alworth's (1988) model to include treasury centres.     

Determinants of CSR Reporting and Assurance: An Analysis of Top Cooperative and Mutual Organisations

Corporate social responsibility (CSR) has greatly influenced business communication. CSR reporting has become the main tool through which organisations worldwide communicate their economic, social and environmental performance. Just as this practice is consolidated, the need for credible information in this area is critical. As a result, some companies subject their CSR reports to an assurance process. Several studies have analysed CSR reporting and assurance among stock companies, but few authors have developed a non‐stock firm perspective. Given the shortage of prior research, we analyse these practices, focusing on cooperative and mutual organisations because, as social enterprises, they have a special link with CSR, and they represent another kind of firm with different transaction costs. By combining statistical and content analysis methods, we aim to identify the determinants that influence the adoption of CSR reporting and assurance, the choice of assuror and the quality of assurance statements. The findings reveal that size is positively but non‐linearly related to reporting, while country and sector significantly affect the adoption of reporting and assurance. Assurance statements substantially differ across providers and their quality depends on size, sector and assuror, exhibiting interactions between size and assuror and between sector and assuror.     

Interaction of size,book‐to‐market and momentum effects in Australia

This study seeks to disentangle the effects of size, book‐to‐market and momentum on returns. Initial results show that each characteristic has a role in explaining returns, but that there is interaction between size and momentum, as well as between size and book‐to‐market. Three key findings emerge. First, the size premium is the strongest, particularly in the loser portfolios. Second, the value premium is generally limited to the smallest portfolios. Third, the momentum premium is evident for the large‐ and middle‐sized portfolios, but loser stocks significantly outperform winner stocks in the smallest size portfolio. When these interactions are controlled with multivariate regression, we find a significant negative average relation between size and returns, a significant positive average relation between book‐to‐market and returns, and a significant positive average relation between momentum and returns.     

Abolishing the Tax‐Free Threshold in Australia: Simulating Alternative Reforms*

This paper examines the role of the tax‐free income tax threshold in a complex tax and transfer system consisting of a range of taxes and benefits, each with its own taper rates and thresholds. Considering a tax and benefit system with benefit taper rates whereby some benefits are received by income groups other than those at the bottom of the distribution, it is suggested that a tax‐free threshold is not a necessary requirement to achieve redistribution. Four alternative policy changes, each involving the elimination of the tax‐free threshold in Australia and designed to achieve approximate revenue neutrality, were examined using the Melbourne Institute Tax and Transfer Simulator. A range of implications were examined, including labour supply responses to tax changes and the effects of policy changes on inequality and social welfare. The results demonstrate that it is possible to eliminate the tax‐free threshold under approximate overall revenue and distribution neutrality, but that it is impossible to improve labour supply incentives at the same time. In order to achieve improved incentives, either revenue or distribution neutrality has to be sacrificed.     

上市公司担保行为的经济功能和演变特征

中国上市公司担保是一个很复杂的问题，不仅涉及上市公司、银行和被担保公司，还涉及到上市公司大股东、管理者和监管层；不仅是上市公司的个体决策行为，更是上市公司的群体市场行为。要有效规范和治理目前中国上市公司不规范的担保行为。     

CEO Involvement in the Selection of New Board Members: An Empirical Analysis

We study whether CEO involvement in the selection of new directors influences the nature of appointments to the board. When the CEO serves on the nominating committee or no nominating committee exists, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in director selection. Our evidence may illuminate a mechanism used by CEOs to reduce pressure from active monitoring, and we find a recent trend of companies removing CEOs from involvement in director selection.     

我国东、西部上市公司资本结构实证分析

实证研究表明:虽然东、西部经济上存在着很大差距,东、西部上市公司资本结构却没有显著性差异;东、西部上市公司资本结构的影响因素存在着差异.