Governance disclosure quality and market valuation of firms

This study develops a ‘comply or explain’ index which captures compliance and quality of explanations given for non-compliance with the corporate governance codes in UK and Germany. In particular, we explain, how compliance and quality of explanations provided in non-compliance disclosures, and various other internal corporate governance mechanisms, affect the market valuation of firms in the two countries. A dynamic generalised method of moments (GMM) estimator is employed as the research technique for our analysis, which enabled us to control for the potential effects of endogeneity in our models. The findings of our content analysis suggest that firms exhibit significant differences in compliance, board independence and ownership structure in both countries. The ‘comply or explain’ index is positively associated with the market valuation of UK firms suggesting that compliance and quality governance disclosure is value relevant in the UK. Institutional blockholders’ ownership is however, negatively associated with the market value of firms, which raises questions about the monitoring role of institutional shareholders in both countries. We argue that both compliance and explanations given for non-compliance are equally important, as long as valid reasons and justifications for non-compliance are provided by the reporting companies. These findings thus imply that the ‘comply or explain’ principle is working well and that UK and German companies could benefit from the flexibility offered by this principle. With respect to the role of board size, board independence, ownership structure, and institutional ownership of firms, this study offers policy implications

Frequencies of board meetings on various topics and corporate governance: evidence from China

This paper examines the relationship between number of topic-specific board meetings and quality of corporate governance. The quality of corporate governance is estimated by CEO turnover-performance and compensation-performance sensitivities. Information about topic-specific meetings is collected from the reports of independent directors of Chinese listed firms. We find that more frequent discussions of growth strategies related to the use of IPO proceeds, investment and acquisitions increase CEO compensation-performance sensitivity. By contrast, more discussions about the nomination of directors and top management are likely to reduce the sensitivities of both CEO turnover and compensation to performance. Our findings shed light on what makes boards efficient, and how board monitoring of assorted decisions modifies the relationship between CEO interests and firm performance

Custos de auditoria e governança corporativa

O serviço prestado pela auditoria independente é fundamental para uma maior transparência e confiabilidade dos relatórios financeiros das empresas de capital aberto. As possíveis ameaças à independência e qualidade das suas análises, os custos dos serviços e a relação com os mecanismos de governança corporativa são temas explorados internacionalmente. Esta pesquisa investiga o tema no ambiente brasileiro, possível a partir da Instrução CVM 480, que tornou obrigatória a divulgação dos valores dos serviços de auditoria e serviços extras contratados junto às empresas de auditoria independente. Com o objetivo de analisar a relação entre governança corporativa, custos de auditoria e de serviços extra-auditoria, foram analisadas as informações disponibilizadas por 131 empresas no primeiro semestre de 2010. As proxies de governança utilizadas foram: desvio de direitos dos cinco maiores acionistas, participação em segmentos diferenciados de governança da Bolsa de Mercadoria e Futuros & Bolsa de Valores de São Paulo (BM&FBovespa), existência de comitê de auditoria e de departamento de auditoria interna. Os resultados apontam para uma relação negativa entre governança e custos de auditoria, sugerindo que, no mercado brasileiro, predomina o efeito risco. Ou seja, melhores práticas de governança reduzem os riscos (judiciais e de perda da reputação) da auditoria externa permitindo a cobrança de valores menores. A literatura internacional não é unânime quanto ao sinal, embora a maioria dos estudos apresente uma relação positiva, a favor do efeito demanda. De acordo com este efeito, melhor governança implica em maiores exigências junto ao serviço da auditoria acarretando elevação dos valores cobrados. A relação encontrada também é negativa entre os valores dos serviços extras e as boas práticas de governança. Apesar de as pesquisas não comprovarem a influência destes custos sobre a perda da independência da auditoria externa, a limitação desta prática é uma tendência entre legisladores e reguladores

Say on Pay: A wolf in sheep’s clothing?

This paper debates whether Say on Pay can fix executive pay. We argue that Say on Pay benefits executive pay when shareholders’ voice offsets CEO power and mitigates directors’ information deficiencies. We admonish however that Say on Pay may raise novel problems. The pay resulting from Say on Pay can harm stakeholders whose interests differ from those of shareholders influential in pay- setting. Moreover, boards may resist shareholders’ intervention in pay-setting and, accordingly, manage compensation disclosures to ensure a passing shareholder vote. Consequently, Say on Pay may not only fail to remedy suboptimal pay but also legitimize it

The Role of Information and Financial Reporting in Corporate Governance and Debt Contracting

We review recent literature on the role of financial reporting transparency in reducing governance-related agency conflicts among managers, directors, and shareholders, as well as in reducing agency conflicts between shareholders and creditors, and offer researchers some suggested avenues for future research. Key themes include the endogenous nature of debt contracts and governance mechanisms with respect to information asymmetry between contracting parties, the heterogeneous nature of the informational demands of contracting parties, and the heterogeneous nature of the resulting governance and debt contracts. We also emphasize the role of a commitment to financial reporting transparency in facilitating informal multiperiod contracts among managers, directors, shareholders, and creditors

Corporate Performance, Board Structure, and Their Determinants in the Banking Industry

The subprime crisis highlights how little we know about the governance of banks. This paper addresses a long-standing gap in the literature by analyzing board governance using a sample of banking firm data that spans forty years. We examine the relationship between board structure (size and composition) and bank performance, as well as some determinants of board structure. We document that mergers and acquisitions activity influences bank board composition, and we provide new evidence that organizational structure is significantly related to bank board size. We argue that these factors may explain why banking firms with larger boards do not underperform their peers in terms of Tobin's Q. Our findings suggest caution in applying regulations motivated by research on the governance of nonfinancial firms to banking firms. Since organizational structure is not specific to banks, our results suggest that it may be an important determinant for the boards of nonfinancial firms with complex organizational structures such as business groups

EXECUTIVE PAY AND PERFORMANCE IN PORTUGUESE LISTED COMPANIES

This essay analyses the relationship between corporate governance practices and Chief Executive Officer (CEO) wages from a sample of Portuguese listed companies over the period from 2002-2011. The relationship between CEO total compensation and shareholders return, firm characteristics, CEO characteristics, board of directors and shareholders characteristics is analysed. It is found that firm specific factors accounts for the majority of the variance in total CEO pay, while firm performance accounts for less than 5%. It is also found that the CEO characteristics, board of directors’ structures, and shareholders features are related with the CEO pay. The policy implications of these results are then derived