Role of corporate governance in mitigating the selective disclosure of executive stock option information

We examine the nature and extent of statutory executive stock option (ESO) disclosures by Australian listed companies over the 2001 to 2004 period, and the influence of corporate governance mechanisms on these disclosures. Our results show a progressive increase in overall compliance from 2001 to 2004. However, despite the improved compliance, the results reveal managements’ continued reluctance to disclose more sensitive ESO information. Factors associated with good internal governance, including board independence, audit committee independence and effectiveness, and compensation committee independence and effectiveness are found to contribute to improved compliance. Similarly, certain external governance factors are associated with improved disclosure, including external auditor quality, shareholder activism (as proxied by companies identified as poor performers by the Australian Shareholders’ Association), and regulatory intervention.

Why do family firms congregate in certain industries?

We propose that family firm involvement and performance across industries is not random and is related to specific industry conditions. Using the population of listed companies on the Taiwan Stock Exchange over the period 1997-2007 we find that family firms are more involved in industries with more fixed assets, consistent with the long-term view of family owners, and in industry conditions that make it potentially easier for family owners to consume private benefits of control. Overall, we document a positive relationship between family firm involvement and performance, which indicates a net advantage for family firm shareholders in industries where family firms congregate. However, we also find that family firm performance is negatively affected when family firms use more debt and maintain a higher control wedge than their industry counterparts.

Investigating the development of the internal and external service tasks of non-executive directors: the case of the Netherlands (1997-2005)

During the last decade, globalisation and liberalisation of financial markets, changing societal expectations and corporate governance scandals have increased the attention for the fiduciary duties of non-executive directors. In this context, recent corporate governance reform initiatives have emphasised the control task and independence of non-executive directors. However, little attention has been paid to their impact on the external and internal service tasks of non-executive directors. Therefore, this paper investigates how the service tasks of non-executive directors have evolved in the Netherlands. Data on corporate governance at the top-100 listed companies in the Netherlands between 1997 and 2005 show that the emphasis on non-executive directors' external service task has shifted to their internal service task, i.e. from non-executive directors acting as boundary spanners to non-executive directors providing advice and counselling to executive directors. This shift in board responsibilities affects non-executive directors' ability to generate network benefits through board relationships and has implications for non-executive directors' functional requirements.

A longitudinal study of corporate earnings guidance in Australia’s continuous disclosure environment

Since the introduction of a statutory‐backed continuous disclosure regime (CDR) in 1994, regulatory reforms have significantly increased litigation risk in Australia for failure to disclose material information or for false and misleading disclosure. However, there is almost no empirical research on the impact of the reforms on corporate disclosure behaviour. Motivated by the absence of research and using management earnings forecasts (MEFs) as a disclosure proxy, this study examines (1) why managers issue earnings forecasts, (2) what firm‐specific factors influence MEF characteristics, and (3) how MEF behaviour changes as litigation risk increases. Based on theories in information economics, a theoretical framework for MEF behaviour is formulated which includes antecedent influencing factors related to firms‟ internal and external environments. Applying this framework, hypotheses are developed and tested using multivariate models and a large sample of hand-collected MEFs (7,213) issued by top 500 ASX-listed companies over the 1994 to 2008 period. The results reveal strong support for the hypotheses. First, MEFs are issued to reduce information asymmetry, litigation risk and signal superior performance. Second, firms with better financial performance, smaller earnings changes, and lower operating uncertainty provide better quality MEFs. Third, forecast frequency and quality (accuracy, timeliness and precision) noticeably improve as litigation risk increases. However, managers appear to be still reluctant to disclose earnings forecasts when there are large earnings changes, and an asymmetric treatment of news type continues to prevail (a good news bias). Thus, the findings generally provide support for the effectiveness of the CDR regulatory reforms in improving disclosure behaviour and will be valuable to market participants and corporate regulators in understanding the implications of management forecasting decisions and areas for further improvement.

Corporate governance and misappropriation

This study examines the occurrence of misappropriation-type fraud within Australian listed firms and the relation between the incidence of this type of fraud and a firm's governance strength. We measure governance strength using factors relating to traditional corporate governance, such as board composition, CEO duality, and audit committee composition, as well as factors relating to information technology governance. In our study, we use actual dollar amount of fraud reported by listed companies responding to the 2004 KPMG Fraud Survey as one of three different misappropriation measures and publicly available firm-specific data to measure the other variables in the model. Our study found that where the chief executive officer (CEO) also holds the position of chairperson of the board of directors, the likelihood of fraud increases. We also find that the greater the number of independent directors on the audit committee, the lower the level of fraud. Taken together, these results are particularly encouraging as they provide support for regulatory bodies such as the Australian Stock Exchange (ASX) and the Australian Securities and Investment Commission (ASIC), which place considerable emphasis on the importance of establishing good corporate governance practices. The study provides empirical evidence that employing good corporate governance reduces the risk of the misappropriation of assets.

Environmental reporting in the Australian mining industry : complying with regulation or meeting international best practice?

It is nearly 10 years since the introduction of s 299(1)(f) Corporations Act , which requires the disclosure of information regarding a company's environmental performance within its annual report. This provision has generated considerable debate in the years since its introduction, fundamentally between proponents of either a voluntary or mandatory environmental reporting framework. This study examines the adequacy of the current regulatory framework. The environmental reporting practices of 24 listed companies in the resources industries are assessed relative to a standard set by the Global Reporting Initiative (GRI) Sustainability Reporting Guidelines. These Guidelines are argued to represent "international best practice" in environmental reporting and a "scorecard" approach is used to score the quality of disclosure according to this voluntary benchmark. Larger companies in the sample tend to report environmental information over and above the level required by legislation. Some, but not all companies present a stand-alone environmental/sustainability report. However, smaller companies provide minimal information in compliance with s 299(1)(f) . The findings indicate that "international best practice" environmental reporting is unlikely to be achieved by Australian companies under the current regulatory framework. In the current regulatory environment that scrutinises s 299(1)(f) , this article provides some preliminary evidence of the quality of disclosures generated in the Australian market.

Profit and organisational legitimacy in an emerging market

While there is common acknowledgement that the main aim of organisations is to maximise shareholder wealth, firms also have the obligation to manage the needs of a broader group of stakeholders as these firms are a product of social creation. In this study, we test the notion that the concept, profit, is fundamental to society’s perception of the firm in an emerging market, and the need for a firm to legitimise a level of profit. We evaluate the relationship between the readability of various components of corporate annual reports and the level of profit, and we also take into account the nature of disclosure (mandatory and non-mandatory), the size of the firm and the nature of setup (public enterprises and publicly listed companies). Our findings suggest that, as with developed markets, in emerging markets profit is indeed an important determinant of the nature of operations of a firm, and that firms consider readability of their disclosures in attempting to legitimise a level of profit.

Discretionary use of open briefings in the Australian continuous reporting environment

The Australian Securities Exchange (ASX) listing rule 3.1 requires listed companies to immediately disclose price sensitive information to the market via the ASX’s Company Announcements Platform (CAP) prior to release through other disclosure channels. Since 1999, to improve the communication process, the ASX has permitted third-party mediation in the disclosure process that leads to the release of an Open Briefing (OB) through CAP. An OB is an interview between senior executives of the firm and an Open Briefing analyst employed by Orient Capital Pty Ltd (broaching topics such as current profit and outlook). Motivated by an absence of research on factors that influence firms to use OBs as a discretionary disclosure channel, this study examines (1) Why do firms choose to release information to the market via OBs?, (2) What are the firm characteristics that explain the discretionary use of OBs as a disclosure channel?, and (3) What are the disclosure attributes that influence firms’ decisions to regularly use OBs as a disclosure channel? Based on agency and information economics theories, a theoretical framework is developed to address research questions. This theoretical framework comprises disclosure environments such as firm characteristics and external factors, disclosure attributes and disclosure consequences. In order to address the first research question, the study investigates (i) the purpose of using OBs, (2) whether firms use OBs to provide information relating to previous public announcements, and (3) whether firms use OBs to provide routine or non-routine disclosures. In relation to the second and third research questions, hypotheses are developed to test factors expected to explain the discretionary use of OBs and firms’ decisions to regularly use OBs, and to explore the factors influencing the nature of OB disclosure. Content analysis and logistic regression models are used to investigate the research questions and test the hypotheses. Data are drawn from a hand-collected population of 1863 OB announcements issued by 239 listed firms between 2000 and 2010. The results show that types of information disclosed via an OB announcement are principally on matters relating to corporate strategies and performance and outlook. Most OB announcements are linked with a previous related announcement, with the lag between announcements significantly longer for loss-making firms than profitmaking firms. The main results show that firms which tend to be larger, have an analyst following, and have higher growth opportunities, are more likely to release OBs. Further, older firms and firms that release OB announcements containing good news, historical information and less complex information tend to be regular OB users. Lastly, firms more likely to disclose strategic information via OBs tend to operate in industries facing greater uncertainty, do not have analysts following, and have higher growth opportunities are less likely to disclose good news, historical information and complex information via OBs. This study is expected to contribute to disclosure literature in terms of disclosure attributes and firm characteristics that influence behaviour in this unique (OB) disclosure channel. With regard to practical significance, regulators can gain an understanding of how OBs are disclosed which can assist them in monitoring the use of OBs and improving the effectiveness of communications with stakeholders. In addition, investors can have a better comprehension of information contained in OB announcements, which may in turn better facilitate their investment decisions.

Characteristics of Bangladeshi corporate networks

Over the past 40 years, Bangladesh has been undergoing economic reforms and institutional transitions to a market economy. An important product of this strategic transition has been the emergence of interlocking directorates, where a director sits on multiple directorate boards of corporations. Given this background, this thesis seeks to examine the attributes of the corporate network of interlocking directorships in Bangladesh. To date, the study of interlocking directorates has concentrated on Western economies. This study provides the results from a systematic exploration of the corporate network of Bangladesh based on data drawn from 100 largest listed companies in 2010.

Turnbull : generating undue expectations of the corporate governance role of audit committees

Following an initial consultation draft (Turnbull 1999a), the Internal control Working Party of the Institute of Chartered Accountants in England and Wales, chaired by Nigel Turnbull, executive director of Rank Group plc. has published Internal Control: Guidance for Directors of Listed companies Incorporated in the UK (Turnbull, 1999b). The guidance is commonly referred to as the Turnbull Report. This paper outlines the key recommendations of the report and discusses some of its implications, particularly in the context of the increasing emphasis on a broader corporate governance role for audit committees. The paper suggests that the increasing role envisaged of audit committees for example lately in the UK by Turnbull, may generate undue expectations are premised on an unsubstantiated notion of the contribution of audit committees.

Convergence in the ownership and governance of East Asian firms

In the past decade, policymakers in over 70 markets have introduced corporate governance codes or best practice guidelines. In East Asia, they have been introduced in Hong Kong in 1999 and 2006, Indonesia in 2000 and 2007, Malaysia in 2000 and 2007, the Philippines in 2002, Singapore iu 2001 and 2005, South Korea in 2003, Taiwan iu 2002 and Thailand iu 2006. The common focus of these codes is to encourage but not force companies to improve their corporate governance practices to a specified target level, e.g., board independence of 30%. Another commonality is that the guidelines apply to all listed companies regardless of their ownership structure or other characteristics.

An analysis of risk management disclosures: Australian evidence

- Purpose Communication of risk management practices are a critical component of good corporate governance. Research to date has been of little benefit in informing regulators internationally. This paper seeks to contribute to the literature by investigating how listed Australian companies in a setting where disclosures are explicitly required by the ASX corporate governance framework, disclose risk management (RM) information in the corporate governance statements within annual reports. - Design/methodology/approach To address our study’s research questions and related hypotheses, we examine the top 300 ASX-listed companies by market capitalisation at 30 June 2010. For these firms, we identify, code and categorise RM disclosures made in the annual reports according to the disclosure categories specified in Australian Stock Exchange Corporate Governance Principles and Recommendations (ASX CGPR). The derived data is then examined using a comprehensive approach comprising thematic content analysis and regression analysis. - Findings The results indicate widespread divergence in disclosure practices and low conformance with the Principle 7 of the ASX CGPR. This result suggests that companies are not disclosing all ‘material business risks’ possibly due to ignorance at the board level, or due to the intentional withholding of sensitive information from financial statement users. The findings also show mixed results across the factors expected to influence disclosure behaviour. Notably, the presence of a risk committee (RC) (in particular, a standalone RC) and technology committee (TC) are found to be associated with improved levels of disclosure. we do not find evidence that company risk measures (as proxied by equity beta and the market-to-book ratio) are significantly associated with greater levels of RM disclosure. Also, contrary to common findings in the disclosure literature, factors such as board independence and expertise, audit committee independence, and the usage of a Big-4 auditor do not seem to impact the level of RM disclosure in the Australian context. - Research limitation/implications The study is limited by the sample and study period selection as the RM disclosures of only the largest (top 300) ASX firms are examined for the fiscal year 2010. Thus, the finding may not be generalisable to smaller firms, or earlier/later years. Also, the findings may have limited applicability in other jurisdictions with different regulatory environments. - Practical implications The study’s findings suggest that insufficient attention has been applied to RM disclosures by listed companies in Australia. These results suggest that the RM disclosures practices observed in the Australian setting may not be meeting the objectives of regulators and the needs of stakeholders. - Originality/value Despite the importance of risk management communication, it is unclear whether disclosures in annual financial reports achieve this communication. The Australian setting provides an ideal environment to examine the nature and extent of risk management communication as the Australian Securities Exchange (ASX) has recommended risk management disclosures follow Principle 7 of its principle-based governance rules since 2007.

Corporate board and corporate social responsibility assurance: Evidence from China

This paper investigates the association between board characteristics and the company’s corporate social responsibility (CSR) assurance decision in China. By examining 2054 firm-years of Chinese listed companies with CSR reports from 2008 to 2012, we find that firms with a large board size, more female directors, and separation of CEO and chairman positions are more likely to engage in CSR assurance. Gender diversity also influences the CSR assurance provider choice. However, board independence and overseas background of the CEO do not affect the CSR assurance decision. Inconsistent with our prediction, firms with foreign directors are less likely to engage in voluntary CSR assurance. In summary, this research provides in-depth insights into the determinants of Chinese firms’ voluntary CSR assurance.

Post-acquisition Integration as Sensemaking: Glimpses of Ambiguity, Confusion, Hypocrisy, and Politicization

Though many studies have examined post-acquisition integration challenges, they have mainly focused on rationalistic explanations for the difficulties encountered in post-acquisition integration. There remains little knowledge of how the ‘irrational’ features of post-acquisition decision-making may impede organizational integration. This study attempts to bridge that gap by examining post-acquisition decision-making from a sensemaking perspective. The paper presents an in-depth analysis of a merger between a large Finnish furniture manufacturer and three smaller Swedish furniture companies. By focusing on the sensemaking processes surrounding integration issues, we uncover four interrelated tendencies that illuminate why the frequent problem of slow progress during post-acquisition integration occurs: inherent ambiguity concerning integration issues; cultural confusion in social interaction and communication; organizational hypocrisy in integration decision-making; and the politicization of integration issues.

Información empresarial disponible de las entidades cotizadas

Español: Ante el creciente impacto que tiene la actividad de los mercados y entidades cotizadas en el entorno económico y financiero, ha surgido la necesidad de que las empresas comuniquen a sus inversores y otras partes interesadas una amplia gama de información. Para atender a esta necesidad ha sido necesaria una evolución de la legislación, de manera que se han producido numerosos cambios legislativos durante los últimos años. Además, la evolución de la legislación no sólo ha tenido como objetivo atender a la necesidad de información sino que también ha supuesto un mecanismo de transparencia de la actividad empresarial. En este trabajo se analizará la normativa específica existente para este tipo de sociedades, con respecto a las obligaciones de suministro de información públicamente. En este sentido, se ha dejado de lado la información correspondiente a las cuentas anuales, centrando la investigación en la información específica que las sociedades anónimas cotizadas deben publicar. Posteriormente, se analizará la información contenida en los informes de gestión de dos empresas cuyos valores están admitidos a cotización, para poder así comprobar en qué medida las empresas cumplen con las recomendaciones de elaboración vigentes.