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ICSEMSS2016 Universiti Teknologi Malaysia, Johor Bahru, Malaysia 6-8 October 2016

CORPORATE GOVERNANCE ATTRIBUTES – A LITERATURE SURVEY 1

Shabana Talpur* and Mohd Lizam Bin Mohd Diah

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1, 2

ABSTRACT

Faculty of Technology Management and Business, Universiti Tun Hussein Onn Malaysia, Batu Pahat, MALAYSIA. ([email protected])

Countries across the globe have different laws for protecting the investor rights based on significantly varying legal origins. Besides, at country-level, there are certain flexibilities provided to firms bylaw in order to choose for adopting the additional provisions that are not mandatory by the legal code. This lowers the confidence in foreign investors as the chances of misrepresentation by managers and corporate insiders increase. However, corporate governance is a mechanism that protects a legal system, contractual arrangements, and operation of different markets along with dealing different players of company. This is what an investor looks for – the assurance of their return on investment. This study had conducted a systematic literature review on corporate governance attributes for over fifteen years: 2000 to 2015. The corporate governance attributes reviewed are the composition of board of directors, ownership structure, and audit committee. Based on the study, it can be concluded that the most influential factor is the percentage of independent directors on the board. Majority of studies have examined the influence of independent director on various variables. Furthermore, the least studied corporate governance attribute is audit committee which is also significantly related to voluntary disclosures. Keywords: Corporate governance, voluntary disclosures, firm performance, board of directors, ownership structure, audit committee.

INTRODUCTION The obligation for accountability and good governance reforms among corporate firms has increased with the rise of globalization [1]. Globalization on the other hand has increased the Foreign Direct Investment (FDI) inflow, which requires a guaranteed to investers about the management operation in their interest [2, 3]. The performance and transparency showed by a firm can indicate the most suitable corporate governance structure adapted. As stated by Shleifer and Vishny [4], the way corporate governance controls the operations, it guarantees high quality disclosure provided in financial statements. Cadbury [5] also assumes quality of disclosures as an indicator for optimum corporate governance mechanism. Higher disclosure quality improves transparency that is the most vital element of strong corporate governance practice [6]. In corporate world, the separation of ownership-management invites chances of conflict in achieving the objectives of a company [7, 8]. There have been major financial crisis reported beacuse of bad corporate governance resulting in corporate failure of big companies; i.e. Enron, Tyco, Imclone Systems, WorldCom in the US [9, 10], and Perwaja Steel Berhad, Renong Berhad, UEM and KFC in south east Asian financial crisis in 1997-1998 [8, 11, 12]. These crises invited new debate and highlighted the importance of corporate governance considered as a way to restore investor trust and confidence. As a result, new norms, best practices, guidelines and codes have been developed; for example, Cadbury committee started to outline the structure of corporate governance in the UK, which was followed by Sarbanes-Oxley legislation in the US [10, 13]. [14] suggests adopting good 1

ICSEMSS2016 Universiti Teknologi Malaysia, Johor Bahru, Malaysia 6-8 October 2016

corporate governance practices helps achieve higher growth levels. The emergence of term Corporate Governance may be new, however the issue addressed in the system is discussed by the pioneer of economics [15]. Jensen and Meckling [16] further developed the idea and gave the full-fledged concept of agency theory conflict and suggested corporate governance as a mechanism to monitor and control management activities to avoid agency problem in company. The research and discussion on corporate governance restricted only to US and Britain from 1970’s to 1980’s [17]. Until 1990’s, the research about the corporate governance was limited to the advanced economies; for example, the United States, Germany, the Unites Kingdom and Japan [18]. However, afterwards an evolution in the research resulted in the explosion of literature about the corporate governance. Therefore, this study provides a review on the expended body of literature on corporate governance. For that purpose, we present a systematic study of existing literature for the period of 2000-2015. The objective of this study is to produce evidence of contributions from academic publications. With this, we identify trending research considerations, highlight open questions and critical issues, and suggest potential areas of corporate governance research as future directions. The literature in this paper is divided into four main sections. Section I explains about corporate governance and its background. In Section II, we describe the review process adopted for the paper. Section III reviewes corporate governance attributes discussed in literature. In the end, Section IV duly concludes this study.

METHODOLOGY This study focuses on the literature about relationships between among corporate governance attributes and their influence on firm performance and reporting quality, published between years 2000 to 2015. Generally, systematic review of existing literature is performed based on the guidelines provided by Kitchenhamand and Charters [19] and Petersen, Feldt [20]. The method adopted in this study is [20] after some modification. The review started by determining following research questions: what is frequency of corporate governance attributes (board of directors, ownership structure and audit committee) studied in last 15 years? What parameters are used to measure company’s performance and transparency in previous literature? The search about literature on three main publication avenues (Wiley, Elsevier, and Emerald Insight) was conducted with five main keywords: board of directors, ownership structure, audit committee, firm performance and transparency. Initially, 300 research papers related to keywords were found. After detail screening process, 34 papers were selected for final review. Nevertheless, it is impossible to cover the complete literatures, so this study provides a review of corporate governance attributes literature, studied around the world, within specific period of time. The reason to choose this period is that the Asian financial crisis in the late 90’s has enlightened the need of corporate governance and transparency with the main purpose of regaining investors’ confidence. To cater this, many measures have been taken, from the early 2000’s; many countries have introduced new norms, regulations and guidelines to improve corporate governance. Thus, this study will provide evidence about changes in the corporate governance literature.

CORPORATE GOVERNANCE ATTRIBUTES: PAPERS IN REVIEW Following subsections explain papers examined in this study according to their publication years. Papers reviewed are conference proceedings and journal articles. A classification based on publication year reflects the change in this research area between the years 2000 to 2015. The papers include are related to corporate governance attributes influence various variables regarding companies performance and quality of disclosure. 2

ICSEMSS2016 Universiti Teknologi Malaysia, Johor Bahru, Malaysia 6-8 October 2016

Board of Directors Board of directors are appointed by shareholders, and they are considered as a bridge between shareholders and managers of a company [21, 22]. In the following section, the study will review the impact of board of directors over firm performance and reporting quality. Studies between Year 2000 and Year 2005 (3 papers in review): The increasing percentage of women and minorities on the board has created diversity in composition of board of directors, which subsequently influences corporate governance structure of companies around the globe. Erhardt, Werbel [23] investigate the association between demographic board diversity and firm performance. Sample included financial performance (return on asset and investment) and percentage of minority and women on board among 127 large companies in the United States, from 1993 to 1998. By using correlation and regression analysis, the study found positive association between board diversity and firm performance. Peng [24] also, highlighted and supported of new emerging trend of having more number of outside board of directors on the board in 2004. They examined 405 Shanghai and Shenzhen public listed companies on Stock Exchanges, from 1992 to 1996. The results indicated positive impact of outside board of directors on firm performance. The article also highlighted new theories like resource dependence theory and institutional theory beyond agency theory in the corporate governance research for complete understanding of the area. On the contrary, Petra [25] claimed that however, investors prefer companies with strong corporate governance indicated by more outside board of directors, but mere presence of outside board of directors cannot solve the deficiencies. By examining five main areas of corporate board, including board composition, audit committees, CEO duality, compensation and nominating committees, the study recommended to strengthen corporate boards by monitoring and controlling the activities of management along with securing interest of shareholders. Studies between Year 2006 and Year 2010 (3 papers in review): Companies with busy boards emerge when additional directorships are acquired by board of directors and hold seats in other companies’ boards. Fich and Shivdasani [26] contend in their study that companies with busy directors exhibit weaker profitability and low market to book ratio and low CEO turnover. The study examined 1992 Forbes-500 listed companies on the basis of their sales, assets, net income and market capitalization from 1989 to 1995. The results in this study reflects that presence of outside board of directors becomes inverse to firm performance if board serves three or more seats in other companies. De Andres and Vallelado [27] used 69 commercial banks as a sample from 6 developed economies for the years of 1995 to 2005. The study examined the association between board-size, independent board of directors with banks performance. Although, the more directors included on board increases the benefit of more monitoring and controlling of management. U-shaped policy is also suggested by this study for the number of independent directors on the board. Belkhir [28] used return on asset and Tobin’s Q as a proxy for firm performance to assess the association between firm performance and board size among 179 banks, 119 bank holding companies and 55 saving and loan holding companies. In contrast of theories which favor small board, the results found positive association between firm performance and board size, which means large boards are required to achieve higher firm performance. Studies between Year 2011 and Year 2015 (5 papers in review): Assessing the association among board of directors attributes with firm growth among Malaysian SME’s, [29] found positive association among board guanxi, board entrepreneurial orientations,and SMEs growth. 3

ICSEMSS2016 Universiti Teknologi Malaysia, Johor Bahru, Malaysia 6-8 October 2016

Hsu and Wu [30] conducted a study to find out the association among board composition and company failure. The study used sampled of 117 failed UK firms for the period of 1997 to 2010. The findings indicated a company may witness lower corporate failures in the presence of higher proportion of grey directors as compared to executive directors and independent directors individually. A study related to the influence of board independence on corporate transparency was conducted by Armstrong, Core [31]. By observing board structure of 1,849 companies listed in NYSE, the results found a positive association among percentage of independent director and firm transparency. With a new perspective about board of directors, Francis, Hasan [32] investigate the effect of board academic background on company performance. In related context, 10,456 firm-year observations about 1,319 directors indicate that the existence of academic board of directors results in higher company performance, along with higher stock prices. Cabrera-Suárez and MartínSantana [33] took non-listed family owned Spanish companies to observe board of directors and effect of their characteristic on firm performance. By using heretical regression analysis on 544 firms’ database, the study found negative relationship of higher percentage of independent director and positive relationship with duality role of CEO with firm performance. Ownership Structure Company ownership structure is a progressively more important factor of corporate governance. However, company have different compositions of owners, majority of literature scrutinize ownership effect over a firm performance [34]. This study will review literature about ownership structues influence over firm performance and reporting quality. Studies between Year 2000 and Year 2005 (1 paper in review): The study conducted by Lemmon and Lins [35] used database of 800 companies from 8 East-Asian economies. The study investigated effects of concentrated ownership on company in financial crisis. Results indicates firm value, among the firms which have chances to expropriate minority shareholders, was declined by twelve percent as compared to other firms during crisis. Studies between Year 2006 and Year 2010 (3 papers in review): Perrini, Rossi [36] took the sample of 297 small European firms to investigate the effects of concentrated ownership on company performance. By using panel data for the period of 2000 to 2003, the study evidenced that ownership concentration increases firm value. However, managerial ownership is only beneficial in companies with less-concentrated ownership structure. In Malaysian context, after the 1997 financial economic crisis, corporate governance code was presented in 2000 and was made compulsory for implemention in 2001 Annual reports of listed companies. At that time, a study was conducted by Anum Mohd Ghazali [37] to analysis the influence of ownership structure, corporate governance over company performance. The study suggests that corporate governance variables are insignificant while analyzing firm performance. Liu and Sun [38] examined the influence of ultimate owners on level of corporate disclosure quality in 405 Chines listed companies on Shenzhen Stock Exchange by the end of 2005. The results found that the corporate disclosures were reported low in private owned firms as compared to state owned firms. Studies between Year 2011 and Year 2015 (10 papers in review): Singal and Singal [39] assessed the firm performance in concentrated ownership as compared to firms which have dispersed ownership structure. Three main findings were reported as a result of examining 4,384 firms of India for the period of 2009. Firstly, the highly concentrated firms are related to higher firm performance. Secondly, the results about concentration ownership are positive 4

ICSEMSS2016 Universiti Teknologi Malaysia, Johor Bahru, Malaysia 6-8 October 2016

with firm performance up to a point, beyond which the firm performance is declined. And lastly, the type of ownership structure is inconsequential with firm performance. Alipour [40] in their study, supports privatization of state-owned companies because it increases the firm value. Along with that, family and individual owned companies also have negative association to firm performance. These results were obtain by analyzing the association between concentrated ownership and firm performance among 60 companies listed on Tehran Stock Exchange from 2005 to 2009. However, higher institutional and firm (legal person) ownership, increases firm performance. Shyu [41] in their study assessed the influence of ownership composition and company capital structure on firm performance of group-affiliated manufacturing companies of Taiwan from 1999 to 2007. The study found U shaped association among performance and insider ownership. However the capital structure decision have no association with firm performance and ownership structure as these decisions are taken after considering all characteristics of business group. Sampling 58 banks from GCC (Gulf Coperation Council) countries, for the year 2010, effect of ownership structure and corporate governance over firm performance was evaluated by Arouri, Hossain [42]. The bank performance was observed to be affected significantly by the level of foreign, family and institutional ownership. Ben Slama Zouari and Boulila Taktak [43] focused on the Islamic banks and their performance effected by different types of ownership structures. 53 Islamic banks from 15 countries were choosen as a sample for the period of 2005-2009. The study evidenced no association among concentrated ownership and Islamic bank performance. Pirzada, Mustapha [44] mainly examined one type of ownership structure that is institutional ownership measured by percentage of institutional shareholding among firms. The association among institutional ownership with company performance was dummied with ROI, ROA, price earnings ratio, and earning per share. Significant association among institutional ownership with company performance was noticed. Jiang and Li [45] evaluated China listed port companies and their operational performance. The study found intensive concentrated ownership among listed port companies reflected by large difference between first and subsequent shareholding in the companies. Hamadi and Heinen [46] contended that managerial ownership, on one hand, provides a solution to agency problem, by providing managers an incentive for increasing firm value. On the other hand, it may create costs by increasing large shareholders. Audit Committee Audit committee is established with an objective of enhancing internal control system as well as corporate reporting; by ensuring the compliance of laws and policies for each department in the company [47]. The committee provides support to board of directors for effective and timeliness decision making. In the following section, the study will review the influence of audit committee over firm performance and reporting quality. Studies between Year 2006 and Year 2010 (2 papers in review): Chan and Li [48] assessed the association among proportion of independent board members in audit committee with company value in Fortune 200 firms. The study found that independent director in audit committee improves company value. Bédard and Gendron [49] reviewed literature on audit committee and effective financial reporting to examine the results about the relationship between these two variables. The study indicated large numbers of studies have found positive relationship between audit committee and effectiveness. Studies between Year 2011 and Year 2015 (4 papers in review): Li, Mangena [50] analyzed influence of audit committee characteristics like size of audit committee, rate of meetings, shareholding of AC directors, over intectual capital disclosures, 5

ICSEMSS2016 Universiti Teknologi Malaysia, Johor Bahru, Malaysia 6-8 October 2016

proxies by structural, human, and relational capital disclosure. The study found that IC disclosures are positively related with audit committee size and rate of meetings, but negative relationship was found with shareholdings of audit committee members. Taking Malaysian listed companies on Bursa Malaysia, Othman, Ishak [51] found that multiple directorships and tenure are related to voluntary disclosure of ethics, while expertise, meeting regularity, independence, and size were insignificant. The study use voluntary checklist by Akhtaruddin and Haron [12] and Ghazali and Weetman [52]. Content analysis on annual report was used to find out the voluntary disclosure behavior by companies and multivariate regression analysis was used to find the association among corporate voluntary disclosures and audit committee features. Recently, Othman, Ishak [51] also analysis the impact of audit committee characteristics over IC disclosures, among Malaysian listed companies on Bursa Malaysia. The results show a robust positive audit committee role in the amount of IC information and all three subcomponents of IC information (internal, human capital and external). The study use sample of leading Malaysian companies, choose by market capitalization, for the period of 2008- 2010.

CONCLUSION This paper reviews 32 corporate governance studies published between 2000 and 2015 in 3 Publications. We observed objective(s) of study, method(s) of gathering sample data, theoretical model and location of study. This study attempted to find an answer about the frequency and quality of studies related to corporate governance attributes and their effects on company’s performance and reporting quality, through reviewing existing literature. It begins with the detail understanding of corporate governance’s definitions and explanations by previous studies. We describe several approaches about corporate governance attributes and discuss results of studies, while explaining different terms related. The review found three main findings in the literature. First of all, it was common among all attributes that the quantity of studies was increasing in frequency year wise. Secondly, there were many studies found related to corporate governance attributes and firm performance relationship, while limited studies have analysed the association among corporate governance and reporting quality. Lastly, majority of studies have found the influence of corporate governance attributes over firm performance and reporting quality. This study has given an overview of literature on corporate governance over different economies in the world. However, more detailed examination can be performed via review of large number of studies from different countries. While this study has provided an empirical overview of corporate governance practices around the globe, but still our understanding of the insights and differences in the field around the world has remain limited.

ACKNOWLEDGEMENT This paper was partly sponsored by the Centre of Graduated Studyies UTHM.

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