Does effective corporate governance facilitate continuous market disclosure?

The focus of this study is the role of corporate governance in ensuring exchange listed companies meet their continuous disclosure (CD) obligations. In doing so it attempts to address a deficiency in the generic corporate disclosure literature by investigating the ability of corporate governance to ensure quality corporate disclosure. Despite acknowledging that disclosure is adversely affected by agency conflict and that corporate governance is an effective control of that conflict, few studies have attempted to provide empirical evidence of a link between corporate governance and corporate disclosure quality. The results of this study show that a company’s corporate governance does impact on its CD performance. In particular, it provides evidence that the likelihood of a company failing its CD obligations decreases as the proportion of independent directors on the board increases. This likelihood also decreases for firms that segregate the roles of CEO and board chair. In addition, the study also shows that declining company profitability increases the risk of CD failure. These results provide an important link between the corporate governance literature and the disclosure literature. The results of this study should provide regulators and company stakeholders with evidence to continue to demand corporate governance improvements as an important tool in improving market efficiencies

Australian audit committees: do they meet best practice guidelines?

The results of a study of Australia's largest 250 companies' audit committees in 1998 and 2000 are reported. the audit committees were scrutinized on the bases of audit committee independence and the frequency of meetings. Australia's audit committees did not score highly on either criterion and most companies fell short of best practice guidelines. In 1998, 37.8% of companies met best practice guidelines with respect to independence. in both 1998 and 2001, most audit committees met less than 4 times. It is puzzling and of concern that Australian audit committees appear to have deteriorated in terms of independence and frequency of meetings between 1998 and 2001

Remunerating non-executive directors with stock options: who is ignoring the regulator?

Purpose– This paper aims to investigate the incidence of remunerating Australian Securities Exchange (ASX)-listed non-executive directors (NEDs) with options and to determine whether companies that fail to adhere to NED remuneration recommendations share a common corporate governance profile. Despite corporate regulators condemning the practice of remunerating NEDs with stock options, there is a paucity of evidence regarding its prevalence in Australia. Design/methodology/approach– Focusing on ASX400 companies during 2008, a series of hypotheses relating NED stock option remuneration and corporate governance are tested using logistic regression. Findings– The study shows that the prevalence and quantum of NED option payments during 2008 was considerable with 73 of the ASX400 companies, including options in NED remuneration (option payers). Comparison of the corporate governance characteristics of option payers to that of a matched control group (non-option payers) highlighted both the existence and independence of the remuneration committee as critical in ensuring NED remuneration practices comply with regulator recommendations. Research limitations/implications– These results provide regulators and stakeholder groups with additional evidence to continue to call for corporate governance reforms to ensure that corporate remuneration practices are in the best interest of shareholders. Originality/value– This study is the first to highlight the extent to which Australian-listed company NED remuneration practices fail to comply with regulator recommendations and adds to the limited research on remuneration committee effectiveness

Ranking corporate governance of Australia's top companies: a decade on

The Horwath/University of Newcastle (UoN) Corporate Governance Reports commenced in 2002 and were among the first to assess Australia's largest companies on their corporate governance structures and policies. Initiated prior to the release of the 2003 Australian Securities Exchange Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations, and at a time of increased focus on corporate governance failures, the reports attracted much attention from both the media and stakeholder groups. This paper reports the findings of applying the Horwath/UoN methodology to the relevant corporate governance disclosures of the 2012 annual reports of Australia's top 200 companies. Comparison to the original analysis of 2002 annual report disclosures shows a significant improvement across all areas of corporate governance by Australia's top companies. However, there remain some areas of concern, particularly in respect to board diversity, risk management and insider share trading policies

Horwath 2004 corporate governance report

Third annual review of Australian corporate governance

Does stronger corporate governance constrain insider trading? Asymmetric evidence from Australia

We investigate the role of internal corporate governance in limiting opportunities for ASX company ‘insiders’ to extract abnormal returns from trading ‘own shares’. We show that stronger governance translates into more restrictive insider trading policies and, while not resulting in lower insider purchase volumes, values or profits, it does reduce insider selling profitability. Firm size and increasing trading policy restrictiveness is associated with reduced insider purchase profitability while insider sale profitability is reduced by aggregate governance, trading restrictions and increasing trading policy restrictiveness. We conclude that internal firm governance constrains insider sales but not purchases, providing contrarian trading signals

Institutional investors, risk/performance and corporate governance

Modern portfolio theory suggests that investors minimize risk for a given level of expected return by carefully choosing the proportions of various assets. This study sets out to determine the role of the institutional investor in monitoring risk and firm performance. Using a sample of Australian firms from 2006 to 2008, our empirical study shows a positive association between firm-specific risk, risk-management policy, and performance for firms with increasing institutional shareholdings. The study also finds that the significance of this association depends on the institutional investor's ability to influence management, which in turn depends on the size of ownership and whether the investee firm does not have potential business dealings with the investor. We also find that when firms are financially distressed, institutional investors engage in promoting short-term performance or exit rather than support long-term value creation. The results are robust while controlling the potential for endogeneity and using sensitivity tests to control for variants of performance and risk. These findings add to the growing body of literature examining institutional ownership and the importance of understanding the role of risk-management in the risk and return relation