Corporate Governance in Emerging Markets

PurposeThe purpose of this study is to investigate simultaneous relations between corporate governance (CG) practice and cash flow right, cash flow leverage (the divergence between control right and cash flow right of controlling shareholders). The two ownership measures reflect alignment and expropriation incentives of controlling shareholders. This study also examines the effect of multiple large shareholders (MLSs) on CG practice.Design/methodology/approachThe study uses publicly listed companies (PLCs) excluding those from the Indonesian finance sector during 2011-2013 as the samples of the study. Two-stages least squares regression models were used to test the simultaneous relations between CG practice and ownership structure variables. The study develops a CG instrument to measure CG practice based on ASEAN CG Scorecard, that comprehensively covers OECD CG principles and that can be used for panel data.FindingsCG practice has a positive influence on cash flow right and has a marginally negative impact on cash flow leverage, while cash flow right and cash flow leverage have a marginally negative impact on CG practice. Further, the existence of large MLS complements CG practice, but as the control right of the second largest shareholders becomes closer to the largest shareholder, the complement relation becomes less important. State- or foreign-controlled PLCs practice better CG than other PLCs.Research limitations/implicationsStudies on CG/ownership structure need to treat CG and ownership structure as endogenous variables in their research design. In addition, the level of rule of law in a country should be taken into account when examining the relation between CG and ownership structure. The interrelation among CG, ownership structure, capital structure and firm performance has been studied in the context of dispersed ownership structure and strong rule of law. Thus, future study needs to examine the interrelation among these four concepts in countries with high concentrated ownership and weak rule of law.Practical implicationsTo minimize the risk of expropriation, investors in the capital market need to select shares of PLCs that practice CG suitable for the ownership structure of PLCs, have high ownership by the largest shareholder and have no divergence between control and ownership right, and or have MLSs. PLCs may need to choose the level of CG mechanism in the context of their ownership structure and consider the benefits and costs implementing them.Social implicationsThe study supports the “one size does not fit all” perspective on CG and, thus, it supports the recently enacted financial service authority (FSA) rule requiring PLCs to follow the “comply or explain” rule on the CG code for PLCs. The FSA needs to enforce the compliance of PLCs with CG rules and encourage PLCs to implement CG in substance, not just in form. To strengthen the positive impact of good CG practice in attracting investments in capital market, the regulator needs to improve investor protection rules and ensure strong rule of law.Originality/valueThe study is the first to examine the simultaneous relation between CG practice and both cash flow right and cash flow leverage of the largest shareholder. It is also the first that investigates the impact of MLS on CG practice. It explores the complement and substitution relation between the two concepts in reducing agency costs. In term of research design, the study develops a CG instrument that is based on OECD CG principles, that can be used for panel data and that uses public information.

Editorial – Toward a Global Theory of Corporate Governance

Thomas Kuhn and Corporate Governance Research

PurposeThe purpose of this study is to examine the impact of recent corporate governance reforms on the association between governance practices and earnings management.Design/methodology/approachThis study examines the impact of corporate governance reforms by using a firm fixed‐effect, cross‐sectional analysis of 200 firms listed on the Australian Stock Exchange (ASX) for the financial years ending in 2000 and 2005. This paper examines the association between firms' corporate governance practices and the quality of financial reports as measured by the magnitude of earnings management pre‐ and post‐the governance reforms (CLERP 9 and ASX Corporate Governance Council (CGC)).FindingsThe results of this study indicate that certain governance practices are important in limiting earnings management. In particular, board independence and audit committee (AC) independence, are associated with lower performance‐adjusted discretionary accruals, one commonly used measure of earnings management. However, increasing executive shareholdings provides incentives to manage earnings.Practical implicationsThis study is important to investors, academics and policy makers as it demonstrates that governance reforms that encourage firms to adopt better governance practices reduces the likelihood of earnings management.Originality/valueThere is limited research on the association between corporate governance practices or the recent corporate governance reforms (ASX CGC Recommendations and CLERP 9) on earnings management in Australia. This study extends the literature by demonstrating the impact of recent corporate governance reforms on board independence, AC effectiveness and executive directors' shareholding and the association with earnings management.

Since the Asian financial crisis in 1997, there has been renewed interest in corporate governance policies and practices. This study focuses on corporate governance practices in Malaysia, where the increasing incidence of fraud suggests a lack of adequate corporate governance systems in Malaysian listed companies. Using an unbalanced data set comprising 200 companies representing a total of 579 firm-year observations, this study examines the effects of internal corporate governance mechanisms on the occurrence of fraud. Specifically, it looks at the effects of board characteristics, ownership structure and quality of audit on the occurrence of fraud in Malaysian listed companies from 2007 to 2009. The findings indicate that the number of board meetings was positively associated with the occurrence of fraud, but both state and foreign ownership revealed a negative correlation, whereas factors including the number of independent directors, board size, CEO duality and the quality of audit had no observable effects.

Corporate Governance and Disclosure Practices in India: MNC Subsidiaries versus Domestic Cross-Listed Firms

This paper investigates whether and to what extent corporate governance mechanisms affect the efficiency of State Owned Enterprises (SOEs) operating in transition economies. Furthermore, it examines the relationship between corporate governance practice and its impact on both wholly state run SOEs and majority state run SOEs. We employed a unique dataset of corporate governance ratings (related to quality of transparency, quality of board, and quality of strategic planning, implementation and control) of commercial Lithuanian SOEs relating to the period following the introduction of the corporate governance reforms in the years 2012-2013. In order to investigate our research hypotheses, we set-up a two stage empirical research strategy that combined a non-parametric efficiency estimator (i.e., Data Envelopment Analysis) with a bootstrapped truncated regression. We built two aggregate indexes of corporate governance ratings to represent one dimension of corporate governance quality. We then ran a battery of regressions using both the aggregated and the single corporate governance indexes as independent variables. First, the paper finds that the wholly state ownership model of SOEs is positively correlated to efficiency (i.e., wholly SOEs are more efficient than majority SOEs). Moreover, overall corporate governance practices are efficiency-enhancing; more specifically, board quality and strategic planning seem to be effective internal governance mechanisms in promoting overall organizational efficiency. Interestingly, we uncovered that there exists a relationship between concentration of ownership and corporate governance practices, but this mitigated efficiency enhancement in wholly state run SOEs compared to majority state run SOEs. This effect was driven by the lower quality of the board. Overall, our findings illustrate that corporate governance reforms have enhanced efficiency, but wholly SOEs require a better implementation in order to achieve full efficiency gains.

This paper investigates whether and to what extent corporate governance mechanisms affect the efficiency of State Owned Enterprises (SOEs) operating in transition economies. Furthermore, it examines the relationship between corporate governance practice and its impact on both wholly state run SOEs and majority state run SOEs. We employed a unique dataset of corporate governance ratings (related to quality of transparency, quality of board, and quality of strategic planning, implementation and control) of commercial Lithuanian SOEs relating to the period following the introduction of the corporate governance reforms in the years 2012-2013. In order to investigate our research hypotheses, we set up a two-stage empirical research strategy that combined a non-parametric efficiency estimator (i.e., Data Envelopment Analysis) with a bootstrapped truncated regression. We built two aggregate indexes of corporate governance ratings to represent one dimension of corporate governance quality. We then ran a battery of regressions using both the aggregated and the single corporate governance indexes as independent variables. First, the paper finds that the wholly state ownership model of SOEs is positively correlated to efficiency (i.e., wholly SOEs are more efficient than majority SOEs). Moreover, overall corporate governance practices are efficiency-enhancing; more specifically, board quality and strategic planning seem to be effective internal governance mechanisms in promoting overall organizational efficiency. Interestingly, we uncovered that there exists a relationship between concentration of ownership and corporate governance practices, but this mitigated efficiency enhancement in wholly state run SOEs compared to majority state run SOEs. This effect was driven by the lower quality of the board. Overall, our findings illustrate that corporate governance reforms have enhanced efficiency, but wholly SOEs require a better implementation in order to achieve full efficiency gains.

Corporate Governance in Chinese Companies Going Global

Corporate governance is a mechanism that ensures transparency, accountability, and efficiency in corporate entities, thereby fostering investor confidence and economic growth. This study examines the implementation of corporate governance practices among companies listed on the Lusaka Securities Exchange (LuSE). Despite regulatory frameworks designed to promote good governance, many listed companies in Zambia face challenges in fully implementing these practices. Issues such as weak board oversight, inadequate transparency, and resistance to governance reforms continue to persist. The study aimed to assess the extent of corporate governance implementation, its impact on investor confidence, and the barriers companies face in adopting best governance practices. A mixed-method research approach was employed, with questionnaires administered and interviews conducted with corporate executives, governance experts, and employees of selected listed companies. The collected data was analysed using descriptive statistics and statistical inference via the Statistical Package for the Social Sciences (SPSS V.23). Purposive sampling was utilised in this research. Yamane’s formula was used to determine a sample size of 114, but only 97 questionnaires were completed. The designated study population was 160. Thematic analysis was used to interpret the qualitative data. Key findings indicated that corporate governance practices were being implemented by the listed companies. The study also revealed that corporate governance increased investor confidence through transparency and the disclosure of information by companies. However, it was found that implementation varies across organisations due to factors such as regulatory constraints, lack of expertise, and resource limitations. The results also showed a strong positive perception of the effectiveness of governance structures: 77.3% rated corporate governance practices as highly effective, with a mean score of 3.75 (SD = 0.48). Regarding the transparency of financial reporting, 75.3% of respondents considered disclosures to be very transparent, indicating a high level of information integrity. Importantly, 68% of respondents confirmed that corporate governance significantly increased investor confidence, with only 2.1% remaining uncertain. These findings were supported by financial ratio analysis of award-winning LuSE companies, which demonstrated improved liquidity and profitability indicators, with returns on capital employed averaging 5–14%, confirming the link between governance and financial performance. The research adds to the growing body of knowledge on corporate governance in emerging markets and offers insights for policymakers and corporate leaders seeking to improve governance standards. The study concludes that corporate governance is broadly implemented and positively associated with improved firm performance and increased investor confidence among LuSE-listed companies. It recommends ongoing regulatory oversight, board training programmes, and stakeholder collaboration to strengthen governance practices, ensuring consistency across all listed entities. Enhancing governance frameworks will be crucial in maintaining investor trust and boosting Zambia’s competitiveness as an emerging market.

Purpose This paper aims to investigate the effects of different sets of corporate governance (CG) practices on bank performance before, during and after the financial crisis. The study proposes some policy measures for improved CG practices to protect banks from the detrimental effects of future financial crises and economic meltdowns in the context of emerging markets such as Kazakhstan. Design/methodology/approach The study analyses data from all commercial banks listed in Kazakhstan Stock Exchange for the pre-economic crisis, during the crisis and after the economic crisis periods. The study uses the panel regression model to control unobserved time-constant heterogeneity. Findings The study found that better CG practices led to better operating performance of the banks after the financial crisis periods. The changes in CG codes, board structures, disclosure requirements and board members’ competencies over time had a significant influence on CG practices and subsequently improved operating performance of the banks. Originality/value This is one of the first studies to examine the effects of CG practices on bank performance in central Asian transition economies, which are still heavily influenced by Soviet heritage and legacy.

EUGENE FAMA and Michael Jensen's treatment of the "Separation of Ownership and Control" is both insightful and informative. It deepens our understanding of corporate control, and the analysis of residual claimants usefully extends the economics of internal organization to include partnerships, mutuals, nonprofits, and the like. The basic argument is this: specialized governance structures arise in response to the efficiency needs of each type of organization. This is an important argument and one with which I broadly concur. They couple this, however, with a strong suggestion that these structures have reached a high degree of refinement-on which account there is not now, if indeed there ever has been, an organization control problem with which scholars and others are legitimately concerned. On this point I have grave doubts. My discussion of the paper addresses three issues: What is the relation, if any, of the hierarchical organization of the firm to economic performance? What relation, if any, does residual claimant status have to the composition and character of the board of directors? And is there now or has there ever been a corporate control problem? I deal with each of these issues in order.

Corporate governance practices in emerging markets: The case of GCC countries

PurposeThe purpose of this study is to examine the association between external audit fees, and board and audit committee characteristics of 736 Malaysian listed firms. It is hypothesised that good corporate governance practices reduce auditors' risk assessments, resulting in lower audit fees. Drawing on the existence of a clearly identifiable ethnic domination of board membership and ownership of Malaysian listed firms, the study also posits that Bumiputera‐controlled firms pay higher audit fees because of their weaker governance practices.Design/methodology/approachThis study employs a cross‐sectional analysis of 736 firms listed on the Bursa Malaysia for the financial year ending in 2003. Multiple regression analysis is used to estimate the relationships proposed in the hypotheses.FindingsOverall, the results of this study reveal that external audit fees are positively and significantly related to board independence, audit committee expertise, and the frequency of audit committee meetings. The study also finds a strong negative association between external audit fees and Bumiputera‐owned firms. An additional analysis into the internal governance structures of firms in the sample show that Bumiputera firms practice more favourable corporate governance practices compared to their non‐Bumiputera counterparts.Originality/valueThis study is a unique contribution in that it provides data on corporate governance practices in Malaysia for a large sample in the period after the corporate governance reforms taken by Malaysian capital market regulators and participants. Previous studies have shown that Bumiputera‐controlled firms pay higher audit fees than non‐Bumiputera‐controlled firms. These studies have not tested theoretical explanations for this fee differential. A theoretical explanation provided in the current study is that Bumiputera‐controlled firms pay higher audit fees than non‐Bumiputera‐controlled firms partially because of differences in corporate governance practices. The study finds conflicting results with previous research suggesting that corporate governance practices have changed in Malaysia since the amendments of Bursa Malaysia Listing Requirements, 2001.

Corporate Governance Practices and Firm Performance: Evidence from Top 100 Public Listed Companies in Malaysia