The Relationship between the Ownership Structure and the Role of the Board

This paper develops a theoretical model to better understand how the priorities of the board of directors are influenced by the ownership structure and how that affects firm performance. Most corporate governance research focuses on a universal link between corporate governance practices (e.g., board structure, shareholder activism) and performance outcomes, but neglects how the specific context of each company and diverse environments lead to variations in the effectiveness of different governance practices. This study suggests that the ownership structure has an important influence on the priorities set by the board, and that these priorities will determine the optimal composition of the board of directors. In contrast to a board prioritizing monitoring, where directors with financial experience and a duality are important, a board prioritizing the provision of resources could benefit from directors with different characteristics, the presence of the CEO on the board of directors and a larger board size. Understanding the influence of the board of directors on firm performance requires greater sensitivity to how corporate governance affects different aspects of effectiveness for different stakeholders and in different contexts. The insights on the interaction between the ownership structure and board composition can shed new light onto the contradictory empirical results of past research that has tried to link board composition or structure to firm performance directly. In an effort to increase the relevance of future research on boards and firm performance, we provide a framework on the interaction between ownership, corporate boards and firm performance. In light of scandals and perceived advantages in reforming governance systems, debates have emerged over the appropriateness of implementing corporate governance recommendations mainly based on an Anglo-Saxon context characterized by dispersed ownership where markets for corporate control, legal regulation, and contractual incentives are key governance mechanisms. This paper adds to the literature that argues in favor of the need to adapt corporate governance policies to the local contexts of firms.

INTERNAL GOVERNANCE MECHANISMS AND FIRM PERFORMANCE: THE CASE OF VIETNAM

Good corporate governance would contribute to the sustainable development of the economy. Better corporate governance is supposed to lead to better corporate performance and expropriation of controlling shareholders is supposed to be prevented. Studies of impacts of corporate governance on organizational performance had started since 1990s. Vietnam is a developing country with an underdeveloped financial market and week regulatory principles. Therefore, an approach of internal mechanism is supposed to be a better way to improve the quality of corporate governance than external mechanisms. Two internal governance mechanisms (IGMs) are examined in the relationship with corporate performance in this study include (1) Ownership structure and (2) Board of Directors. The results shows that largest shareholder, controlled directors and duality have negative impacts on firm performance while family ownership, board of director ownership, institutional ownership and foreign ownership have positive impacts on firm performance. The study makes theoretical and empirical contribution to the understanding for the development of an effective corporate governance framework in Vietnamese market

The influence of institutional investors on firm value

Thesis (M. Fin.)--Massachusetts Institute of Technology, Sloan School of Management, Master of Finance Program, 2013.Cataloged from PDF version of thesis.Includes bibliographical references (p. 44-45).The impact of corporate governance on firm value has been extensively debated by academics and business practitioners. Some studies show that companies that allow minority shareholders to have more control are likely to create greater shareholder value than those firms with concentrated control, while other studies suggest that the impact of having democratic governance is either negligible or even negative. In developed countries institutional investors have a significant stake in most of the companies. Active engagement by institutional investors is expected to decrease agency costs by strengthening monitoring mechanisms of operations and performance evaluations of the management, resulting in an increase in firm value. However, some academics and business practitioners argue that such minority shareholders' active engagement could be detrimental to firm value. In this thesis, I study the influence of institutional investors' active shareholder engagement on firm value and the relationship between the characteristics of corporate governance and firm value of target companies. I review previous studies that have evaluated both the effect of corporate governance and of institutional investors' activism on firm value. I conduct empirical analyses to examine the relationship between the institutions' shareholder engagement and firm value.by Yong Seung Lee.M.Fin

The influence of board mechanisms to the perceived performance of listed firms in Nigeria

The formation of the board of directors has led to the ever growing debate in the area of corporate governance in Nigeria. Essentially, there is a growing concern about the effectiveness of the board of director to firm performance, This study attempts to investigate an empirical study on the influence of board mechanisms on the perceived firm performance of listed firm in Nigeria. The underpinning theory of the study is rooted in agency theory, supported by three theories of corporate governance such as stewardship, resource dependence, and stakeholder theory to increase the understanding of the influence of board mechanisms to perceived firm performance. The data were collected through proportionate stratified random sampling techniques. The questionnaires were sent to the respondents. Out of 476 questionnaires sent, 401 returned. The number of valid questionnaires is 362. Data were analyzed using partial least squares structural equation modeling (PLS-SEM). Empirical findings showed that board size, independence non-executive director, CEO duality, female gender diversity, board competence, board professional knowledge, and experience were positively associated with perceived firm performance. Also, board ethnicity conflict was found to be negatively and statistically significantly related to perceived firm performance. However, director skills did not show any significant link to perceived firm performance. The findings contribute, theoretically to the knowledge of corporate governance. In the context of corporate governance, this is the first study that focused on the issues of methodological changes by using primary data to investigate the influence of board mechanisms on the perceived firm performance of listed firm in Nigeria. The findings provide policymakers, stakeholders, and government with a better picture of the formation of the board of directors. The study also offers some suggestions for future research

Key drivers of 'good' corporate governance and the appropriateness of UK policy responses : final report

The DTI’s Corporate Law and Governance strategy aims to promote and deliver an effective framework for corporate governance in the UK, giving confidence to investors, business, and other stakeholders to underpin the relationship between an organisation and those who hold future financial claims against that organisation. However, corporate governance involves various problems of asymmetric information and incomplete contracts that generate a need for public policy responses to mitigate market failures and ensuring that companies moves towards ‘good’ corporate governance. Since the early 1990s, the UK has been very active in undertaking policy reforms that includes a number of corporate governance codes, expert reports, a high level review of company law, and new regulations and legislation. These policy initiatives need to be monitored and evaluated in terms of their success in influencing the key drivers of ‘good’ corporate governance. This Report undertaken for the DTI has several aims: to identify key drivers of good corporate governance based on a review of social science literature; to describe the content of UK regulatory initiatives with regard to those drivers; and to evaluate gaps in the content and implementation of UK policy regarding corporate governance, using those drivers as benchmarks. In addition, some further implications of this study are discussed for future policy and research on UK corporate governance. The Report identifies key drivers of good corporate governance based on extensive review of the broad social science literature. Good corporate governance is defined here with regard to the rights and responsibilities of company stakeholders, and the wealth-creating and wealthprotecting functions of corporate governance within this context. Based on this definition, a detailed review of the theoretical and empirical social science literature on corporate governance was undertaken across seven broad areas: boards of directors, shareholder activism, information disclosure, auditing and internal controls, executive pay, the market for corporate control, and stakeholders. The result was the identification of 18 key ‘drivers’ or governance mechanisms, which promote ‘good’ corporate governance. An internet-based survey of international corporate governance experts was conducted in order to confirm and further specify these drivers in relation to the UK context. Next, key gaps in the UK regulatory framework are explored with reference to the drivers of good corporate governance. A comprehensive review was undertaken to evaluate corporate governance-related developments in UK regulation since 1990. Policy initiatives were analysed with regard to both their content and effectiveness in promoting each of the identified drivers. Several potential gaps in coverage were identified in the areas of executive pay and employees stakeholders. A number of potential gaps in effectiveness were also identified with regard to other key drivers such as boards, shareholder involvement, information disclosure, auditing, and the market for corporate control. The analysis was supported by feedback from a Focus Group of expert practitioners that took place at the DTI in January 2006. The Report also emphasises that the effectiveness of corporate governance regulation depends very much on balancing different governance demands and regulatory trade-offs. Corporate governance is shaped by a number of contingencies, complementarities, and costs. Various organisational contingencies may place different demands on corporate governance drivers, and their implementation is also associated with different sorts of costs. Looking more generally, different drivers may act as complements or substitutes for one another. Better appreciation of such interdependencies is crucial to formulating a coherent regulatory strategy and balancing important regulatory trade-offs between the following - mandatory regulation (uniform requirements) and more flexible forms of soft-law such as codes based on comply-or-explain principles and self-regulatory norms of professional groups. This analysis suggests a number of areas for future research. Bearing in mind the depth and breadth of the UK regulatory initiatives, it is important to verify whether they were followed by behavioural changes of the participants in corporate governance mechanisms, including unintended consequences such as the development of ‘gaming’ practices. Further research is needed on a potential ‘gatekeeper failure’ in situations where reliance on ‘reputational intermediaries’, such as auditors, securities analysts, attorneys, and other professionals, is not fully justified. Other research recommendations are related to wealth creation and performance trade-offs. It is important to go beyond the question of maximizing shareholder returns and consider to what extent different corporate governance configurations promote long-term, value-creating economic production in a fashion that benefits not only shareholders but also other groups that make specific investments in corporations. Finally, a more holistic approach to the effectiveness of corporate governance drivers requires further research on such aspects as stakeholder involvement, contingencies, complementarities, and cost aspects that may affect the effectiveness of corporate governance mechanisms. The authors would like to point out that, since the report was written, there have been various developments, not least changes in UK law, which have overtaken some of the details in our analysis. However, the basic review of the evidence basis and the perspectives offered remain very much current

Non-compliance, board structures and the performance of financial firms during crisis: UK Evidence

This paper examines the effectiveness of internal corporate governance mechanisms for improving the performance of financial firms in the UK. The research is first of its kind to look into the relationship between corporate governance and performance of financial firms in the UK before and during the financial crisis. Using Generalised Methods of Moments (GMM) estimates that control for dynamic endogeneity, this study shows that firm performance as measured by Total Shareholder Returns (TSR) and Return on Equity (ROE) is negatively associated with the level of non-compliance with the UK Corporate Governance Code. The study also finds that having higher number of internal controls is most effective monitoring mechanism and is positively associated with firm performance. However, board independence represented by the number of non-executive directs (NEDs) is the least effective monitoring mechanism and is negatively associated with the performance of firms. The study also shows that directors’ share ownership is an effective incentive mechanism for aligning their interests with shareholders as it is positively associated with firm performance. However, the findings suggest that remuneration is negatively associated with performance. Finally, the study provides evidence which indicates that board size impact the performance of firms differently in different time periods. As proposed by agency theory the study provides evidence that shows the positive impact of effective monitoring and incentive alignment for performance. It also provides support for the resource dependence view that directors are a critical resource during difficult economic times

Corporate governance, Islamic governance and earnings management in Oman: A new empirical insights from a behavioural theoretical framework

Purpose: This paper examines the impact of corporate (CG) and Islamic (IG) governance mechanisms on corporate earnings management (EM) behaviour in Oman. Design/Methodology/Approach: We employ one of the largest and extensive datasets to-date on CG, IG and EM in any developing country, consisting of a sample of 116 unique Omani listed corporations from 2001 to 2011 (i.e.,1,152 firm-year observations) and a broad CG index containing 72 CG provisions. We also employ a number of robust econometric models that sufficiently account for alternative CG/EM proxies and potential endogeneities. Findings: First, we find that, on average, better-governed corporations tend to engage significantly less in EM than their poorly-governed counterparts. Second, our evidence suggests that corporations that depict greater commitment towards incorporating Islamic religious beliefs and values into their operations through the establishment of an IG committee tend to engage significantly less in EM than their counterparts without such a committee. Finally and by contrast, we do not find any evidence that board size, audit firm size, the presence of a CG committee and board gender diversity have any significant relationship with the extent of EM. Originality: To the best of our knowledge, this is a first empirical attempt at examining the extent to which CG and IG structures may drive EM practices that explicitly seeks to draw new insights from a behavioural theoretical framework (i.e., behavioural theory of corporate boards and governance). Keywords: Corporate governance, Islamic governance, earnings management, behavioural theory, endogeneity, Oman. Paper type: Research pape

Corporate Governance and Market Valuation in China

This paper studies the relationship between the governance mechanisms and the market valuation of publicly listed firms in China empirically. We construct measures for corporate governance mechanisms and measures of market valuation for all publicly listed firms on the two stock markets in China by using data from the firm’s annual reports. We then investigate how the market-valuation variables are affected by the corporate governance variables while controlling for a number of factors commonly considered in market valuation analysis. A corporate governance index is also constructed to summarize the information contained in the corporate governance variables. The index is found to have statistically and economically significant effect on market valuation. The analysis indicates that investors pay a significant premium for well-governed firms in China, benefiting firms that improve their governance mechanisms.http://deepblue.lib.umich.edu/bitstream/2027.42/39949/3/wp564.pd

The impact of firm ownership, board monitoring on operating performance of Chinese mergers and acquisitions

In this paper, we employ board monitoring mechanisms and within-firm governance variables to investigate the operating performance of 340 mergers and acquisitions in China over the 2004–2011 period. Our results document a significant deterioration in post-acquisition operating performance of acquiring firms over 12–36 months. We find independent directors, managerial shareholding, ownership concentration have a positive and significant impact on operating performance of acquiring firms. However, the related party transactions exert a negative and significant effect on matched control adjusted ROA. Further analysis of our sub-sample indicates that privately owned enterprises are better monitors compared to the state owned enterprises

Corporate Boards and Ownership Structure as Antecedents of Corporate Governance Disclosure in Saudi Arabian Publicly Listed Corporations

We investigate whether and to what extent publicly listed corporations voluntarily comply with and disclose recommended good corporate governance (CG) practices, and distinctively examine whether the observed cross-sectional differences in such CG disclosures can be explained by ownership and board mechanisms with specific focus on Saudi Arabia. Our results suggest that corporations with larger boards, a big-four auditor, higher government ownership, a CG committee and higher institutional ownership disclose considerably more than those that are not. By contrast, we find that an increase in block ownership significantly reduces CG disclosure. Our results are generally robust to a number of econometric models that control for different types of disclosure indices, firm-specific characteristics and firm-level fixed-effects. Our results have important implications for policy-makers, practitioners and regulatory authorities, especially those in developing countries across the globe