Corporate governance mechanisms and earnings management in transitional countries – evidence from Chinese listed firms

The objective of this thesis is to investigate whether the corporate governance practices adopted by Chinese listed firms are associated with the quality of earnings information. Based on a review of agency and institutional theory, this study develops hypotheses that predict the monitoring effectiveness of the board and the audit committee. Using a combination of univariate and multivariate analyses, the association between corporate governance mechanisms and earnings management are tested from 2004 to 2008. Through analysing the empirical results, a number of findings are summarised as below. First, board independence is weakened by the introduction of government officials as independent directors on the boards. Government officials acting as independent directors, claim that they meet the definition of independent director set by the regulation. However, they have some connection with the State, which is the controlling shareholder in listed SOEs affiliated companies. Consequently, the effect of the independent director’s expertise in constraining earnings management is mitigated as demonstrated by an insignificant association between board expertise and earnings management. An alternative explanation for the inefficiency of board independence may point to the pre-selection of independent directors by the powerful CEO. It is argued that a CEO can manipulate the board composition and choose the "desirable" independent directors to monitor themselves. Second, a number of internal mechanisms, such as board size, board activities, and the separation of the roles of the CEO and chair are found to be significantly associated with discretionary accruals. This result suggests that there are advantages in having a large and active board in the Chinese setting. This can offset the disadvantages associated with large boards, such as increased bureaucracy, and hence, increase the constraining effects of a large and resourceful board. Third, factor analysis identifies two factors: CEO power and board power. CEO power is the factor which consists of CEO duality and turnover, and board power is composed of board size and board activity. The results of CEO power show that if a Chinese listed company has CEO duality and turnover at the same time, it is more likely to have a high level of earnings management. The significant and negative relationship between board power and accruals indicate that large boards with frequent meetings can be associated with low level of earnings management. Overall, the factor analysis suggests that certain governance mechanisms complement each other to become more efficient monitors of opportunistic earnings management. A combination of board characteristics can increase the negative association with earnings management. Fourth, the insignificant results between audit committees and earnings management in Chinese listed firms suggests that the Chinese regulator should strengthen the audit committee functions. This thesis calls for listed firms to disclose more information on audit committee composition and activities, which can facilitate future research on the Chinese audit committee’s monitoring role. Fifth, the interactive results between State ownership and board characteristics show that dominant State ownership has a moderating effect on board monitoring power as the State totally controls 42% of the issued shares. The high percentage of State ownership makes it difficult for the non-controlling institutional shareholders to challenge the State’s dominant status. As a result, the association between non-controlling institutional ownership and earnings management is insignificant in most situations. Lastly, firms audited by the international Big4 have lower abnormal accruals than firms audited by domestic Chinese audit firms. In addition, the inverse U-shape relationship between audit tenure and earnings quality demonstrates the changing effects of audit quality after a certain period of appointment. Furthermore, this thesis finds that listing in Hong Kong Stock Exchanges can be an alternative governance mechanism to discipline Chinese firms to follow strict Hong Kong listing requirements. Management of Hong Kong listed companies are exposed to the scrutiny of international investors and Hong Kong regulators. This in turn reduces their chances of conducting self-interested earnings manipulation. This study is designed to fill the gap in governance literature in China that is related to earnings management. Previous research on corporate governance mechanisms and earnings management in China is not conclusive. The current research builds on previous literature and provides some meaningful implications for practitioners, regulators, academic, and international investors who have investment interests in a transitional country. The findings of this study contribute to corporate governance and earnings management literature in the context of the transitional economy of China. The use of alternative measures for earnings management yields similar results compared with the accruals models and produces additional findings.

Private equity bidders : barbarians or best friends

The deal value of private equity merger and takeover activity has achieved unprecedented growth in the last couple of years, in Australia and globally. Private equity deals are not a new feature of the market; however, such deals have been subject to increased academic, professional and policy interest. This study examines the particular features of 15 major deals involving listed company "targets" and provides evidence – based on a comparison with a benchmark sample – to demonstrate the role that private equity plays in the market for corporate control. The objective of this study was to assess the friendliness of private equity bids. Based on the indicia compiled, lower bid premiums, the presence of break fees and the intention to retain senior management are compellingly different for private equity bids than for the comparative sample of bids. Using these several characteristics of "friendliness", the authors show that private equity deals are generally friendly in nature, consistent with industry rhetoric, but perhaps inconsistent with the popular belief that private equity bidders are the "barbarians at the gate".

Accounting for forests in Fiji : the experience of Future Forests (Fiji) Limited

"in a world which is experiencing unprecedented deforestation and widespread global environmental threats there is something intuitively right about planting a tree" (Future Forests (Fiji) Limited) The above quote demonstrates that even in the wake of global environmental crisis that hope still remains and that humans can still control their destiny. This opportunity to effect positive environmental change is one of the main aims of the South Pacific Stock Exchange’s (SPSE) most recent publicly listed company: Future Forest (Fiji) Limited. Incorporated in 2004 and listed on SPSE in 2011, the company is Fiji’s first large-scale commercial hardwood forest plantation and nursery. Future Forest (FF) is the only company listed on the SPSE with biological assets or “living assets.” The accounting standard for biological assets is IAS 41: Agriculture. This standard prescribes the use of fair value as the basis of valuation. While a more relevant method of valuation, the application of fair value accounting can be more costly and burdensome for companies in developing economies (White 2008). In line with the journal’s theme of agriculture, this article explores the issues, challenges and potential benefits involved in applying fair value accounting for biological assets in a developing economy such as Fiji using the case of Future Forest (Fiji) Limited.

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.

CTT, the mail going public

The main purpose of this case-study is to analyse CTT’s privatisation process, a previously Government-owned firm, which went public in 2013, under the terms of the adjustment program agreed between Portugal, the European institutions (ECB and European Commission) and the IMF. The emphasis will be placed on the IPO process, but also on the company itself (its history, current situation and prospects for its new phase, as a publicly listed company). This piece of work aims to evaluate the different alternatives for the privatisation of the company along with the respective implications, as well as the outcome of the actual decision taken by the Portuguese Government. One key aspect of the case is also to understand the importance that the privatisation of the Royal Mail, which can be seen as a peer of the Portuguese company, in the unfolding of the process and in the choice of the privatisation model. The case intends to show how the British process influenced the subsequent option of the Portuguese entities to sell CTT through an IPO, instead of a trade sale. All in all, the overall objective of this case-study is to analyse CTT’s successful sale process, which created the first Portuguese company with 100% free-float. 3 On the last days of November 2013, Steven Bernstein was staring at the window of his office overlooking downtown Manhattan, not even noticing the intense rain that was pouring down. As senior manager at ABC Fund, a pension fund responsible for managing more than 800 million dollars, his thoughts were focused on a very important decision that ABC Fund would have to make in just a matter of days. The American pension fund was considering whether or not to invest in the upcoming Initial Public Offering of CTT- Correios de Portugal, the Government-owned Portuguese mail company. Is this investment opportunity in accordance with the risk profile of a pension fund? Is it a wise decision to acquire shares in a Portuguese company when the country is at the centre of the European Sovereign debt crisis, going through a very demanding economic adjustment program imposed by its bail-out creditors? Would the creation of Portugal's Postal Bank make CTT a sure bet today when its price does not fully reflect the future benefits from entering financial services? Those were some of the questions that were constantly in Mr. Bernstein’s mind over the last couple of days and he was struggling to find the answers…

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.

La prise de contrôle inversée en droit canadien

"Mémoire présenté à la Faculté des études supérieures en vue de l'obtention du grade de LLM en droit"

Introducing international accounting standards to an emerging capital market: relative familiarity and language effect in Egypt

The purpose of this study is to assess the effect of relative familiarity and language accessibility on the International Accounting Standards (IASs) disclosures when IASs are first introduced in an emerging capital market. The study focuses on the annual reports of listed non-financial companies in Egypt when IASs were first introduced. The method used applies a disclosure index measurement to a sample of listed company annual reports and evaluates relative compliance with IASs in relation to corporate characteristics. The results show that for relatively less familiar requirements of IASs, the extent of compliance is related to the type of audit firm used and to the presence of a specific statement of compliance with IASs. A lower degree of compliance with less familiar IASs disclosure is observed consistently across a range of company characteristics. Consideration of agency theory and capital need theory would lead to prior expectation of a distinction in disclosure practices between different categories of companies. The results were, therefore, counterintuitive to expectations where the regulations were unfamiliar or not available in the native language, indicating that new variables have to be considered and additional theoretical explanations have to be found in future disclosure studies on emerging capital markets.

Introducing International Accounting Standards to an emerging capital market:Relative familiarity and language effect in Egypt

The purpose of this study is to assess the effect of relative familiarity and language accessibility on the International Accounting Standards (IASs) disclosures when IASs are first introduced in an emerging capital market. The study focuses on the annual reports of listed non-financial companies in Egypt when IASs were first introduced. The method used applies a disclosure index measurement to a sample of listed company annual reports and evaluates relative compliance with IASs in relation to corporate characteristics. The results show that for relatively less familiar requirements of IASs, the extent of compliance is related to the type of audit firm used and to the presence of a specific statement of compliance with IASs. A lower degree of compliance with less familiar IASs disclosure is observed consistently across a range of company characteristics. Consideration of agency theory and capital need theory would lead to prior expectation of a distinction in disclosure practices between different categories of companies. The results were, therefore, counterintuitive to expectations where the regulations were unfamiliar or not available in the native language, indicating that new variables have to be considered and additional theoretical explanations have to be found in future disclosure studies on emerging capital markets. © 2003 Elsevier Science Inc. All rights reserved.

De nya EU-direktiven om hållbarhetsrapportering : En fallstudie genomförd på Stora Enso

Bakgrund Denna uppsats behandlar de nya EU-kraven som föreslås träda i kraft från och med det räkenskapsår som inleds närmast efter den 31 december 2016. Uppsatsen har undersökt hur Stora Enso arbetar med hållbarhetsrapportering enligt Global Reporting Initiatives riktlinjer. Detta eftersom att Stora Enso var det första börsnoterade företaget i Sverige vars hållbarhetsrapportering granskats av en tredje part. Vidare siktar denna uppsats på att ge de företag som ej tidigare har erfarenhet från hållbarhetsrapportering en inspirationskälla, som stöd i upprättningen av egna hållbarhetsrapporter. Syfte Syftet med den här fallstudien är att beskriva hur ett företag som redan innan EU-kraven börjat tillämpats rapporterat i enlighet med dessa, och hur de aktivt arbetar med hållbarhetsrapportering. Metod Fallstudie: intervjuer och dokumentanalys. Slutsats Det är viktigt att hela tiden fortsätta förbättra företagets hållbara utveckling och dess mål. Stora Ensos hållbarhetsrapportering kopplades ihop med den hållbara utvecklingen i stort, och här sågs att rapporteringen har hjälpt Stora Enso att uppnå och utveckla sina hållbarhetsmål. Utan hållbarhetsrapporteringen skulle Stora Ensos positiva utveckling inte varit lika omfattande. Utifrån de intervjuer som genomfördes konstaterades det att GRI:s riktlinjer medför både en fördel och en nackdel: de är väldigt omfattande.

Letter to Mr. W. D. Woodruff who is listed as the Treasurer of the B.N. and T. Railway Company from H.H. Collier

Letter to Mr. W. D. Woodruff who is listed as the Treasurer of the B.N. and T. Railway Company from H.H. Collier, Barrister regarding items that have been paid out of the account, Jan. 16, 1911.

The 2006 CSRC guidelines for articles of Association of Chinese listed companies : critiquing from an Australian perspective

Compares the Chinese Securities and Regulatory Commission's guidelines for articles of association of listed companies issued in 2006 with 'replaceable' rules in the Australian Corporations Act 2001. Discusses the provisions of the Chinese guidelines and the Australian rules on corporate constitution, interpretation, a company's representative, object clauses, shareholders' powers and meetings and directors. Questions whether the Chinese guidelines facilitate effective corporate governance.

In search of good governance for Asian family listed companies : a case study on Hong Kong

Discusses the importation of Western concepts of corporate governance into Hong Kong where many companies are family companies to which Asian culture is more familiar. Considers different models of corporate governance and questions the application of Western structures to family owned companies. Examines the weaknesses inherent in the typical structure of Asian companies, particularly from the point of view of minority shareholders. Suggests that a system of governance based on Confucian philosophy may be more effective in Hong Kong.