Proxy voting and the SEC: Investor protection versus market efficiency

Research Question/IssueIn this paper, we examine the effects of share lending or recall on proxy voting, with a particular focus on the role of index funds.Research Findings/InsightsOur study reveals that higher index ownership in a firm is associated with an increased likelihood of share recall, particularly in the presence of higher institutional ownership, lower past return performance, smaller firm size, and when more shares are held by younger fund families with higher turnover ratios or higher management fees. Using the Russell 1000/2000 Index reconstitution as an exogenous shock, we establish a causal relationship between index ownership and share recall through instrumental variable (IV) analysis. Furthermore, we find a positive correlation between index ownership and share recall for proxy voting proposals related to compensation, director election, and those sponsored by management. In subsequent proxy votes, shareholder‐sponsored proposals and environmental, social, and governance (ESG) proposals receive more support in firms with higher index ownership, especially when share recall is more prevalent. Our analysis does not provide evidence to support the conjecture that firms with higher index ownership are more vulnerable to empty voting issues.Theoretical/Academic ImplicationsOur study enhances the understanding of how index funds recall shares during proxy voting and the impact of index ownership on voting outcomes. The findings support the practice of index funds recalling shares to actively engage in proxy voting, effectively addressing the conflict between short‐term profit‐seeking through securities lending and long‐term governance responsibilities.Practitioner/Policy ImplicationsWe contribute to a better understanding of the role of index funds in corporate governance and shed light on the consequences of securities lending in proxy votes. These findings have important implications for investors, policymakers, and market participants in managing the potential conflicts arising from securities lending activities and promoting effective corporate governance practices.

This paper examines mutual fund families’ proxy voting records to analyze their choices between voting against management (“voice”) and voting with their feet (“exit”). Even though proxy voting is particularly conducive to governance through voice rather than exit, we provide evidence that both exit and voice are important governance mechanisms when Institutional Shareholder Services recommends voting against management. Funds with smaller ownership blocks and shorter investment horizons are more likely to exit, and funds are more likely to exit small, liquid firms with greater insider ownership.

PurposeThis study aims to examine the role of institutional investors (using proxy voting and voice) in influencing the decisions and governance landscape of their investee firms.Design/methodology/approachThe authors use exploratory research design due to the underdevelopment of the problem phenomena, especially in the context of emerging economies. Using asset management companies (AMC) as a proxy for institutional investors, the authors use a multiple case study design. This design was relevant in the setting as it assured triangulation by studying the same phenomenon across firms with distinct characteristics. The authors sourced the data for the multiple cases from primary sources (such as semi-structured interviews) and secondary sources (such as official Webpages and social media pages of AMC and examination of archival documents). Finally, the authors used qualitative content analysis to analyse the data.FindingsThe findings suggest that shareholder activism by institutional investors has grown in India over the period, particularly in matters related to corporate governance, related party transactions, remuneration and compensation. These AMC in India use proxy voting services for advising on voting resolutions in their investee companies. However, voting by AMC does not generally affect resolution results. This is particularly true in the presence of a high concentration of promoter holdings in investee companies.Originality/valueThe study is a novel attempt in an emerging market context to explore the role of institutional investors in influencing firm decisions and improving the governance landscape of the company using proxy voting and voice. This is especially important as the institutional framework in emerging markets is not as strong as in developed markets.

The Role of Mutual Funds in Corporate Governance: Evidence from Mutual Funds' Proxy Voting and Trading Behavior

At the present, the focus on management and corporate governance of banks will play an ever more crucial role given the prevailing importance of banking institutions as a source of finance for the corporate sector. Improved board structures, administrative procedures and disclosure requirements could result in better-governed banks, which are more likely to allocate investments proficiently. Therefore, a strong corporate governance can be an important pillar for banking organizations assets, because effective boards of directors complement the regulatory oversight. Efforts to promote good corporate governance in financial institutions face a number of challenges. One is getting the most innovative and experienced people to serve on bank’s boards and management, given the complexity of the business environment and new financial products. This requires also finding competent leaders who also understand new business opportunities and their risks, have a healthy scepticism and take decisions quickly. Regulatory and supervisory frameworks alone cannot guarantee financial stability. Effective corporate governance, change management approaches and innovative managerial skills can act as a first line of defence for banks and financial institutions, against any impending crisis and unethical business practices.

This study aims mainly to examine the extent to which listed companies in Bahrain Bourse (BHB) comply with corporate governance (CG) disclosure requirements in the light of the Bahraini CG Code. The study extends prior studies accomplished in this area of accounting research. A CG disclosure index of 45 information items is developed and used. Data needed for the empirical study is gathered for 42 listed companies covering two years, 2019 and 2020. The main dependent variable is the extent of CG disclosure, while four board factors are used as independent variables, including board size, board independence, board number of meetings and board gender. Findings indicate that most listed companies in Bahrain highly involve in GC practices and comply with CG disclosure requirements of the Bahraini CG Code and the level of CG disclosure is generally high. Hierarchical Multiple Regression (HMR) shows significant positive impacts of board independence and board number of meetings on the dependent variable; while none of board size and board gender is found as a determinant of the extent of CG disclosure by listed companies in BSE. This study might contribute to the existing literature on board factors determining CG disclosure in Bahrain. It provides an understanding of determinants of CG disclosure practices which may offer a new dimension for this area of accounting research.

This paper selects the panel data of the main board listed companies in Shenzhen and Shanghai from 2011 to 2016 as the research object and constructs the intersection of corporate governance comprehensive index and accounting conservatism and corporate governance index. Based on this, the mixed utility model is used to empirically test the relationship between accounting conservatism, corporate governance, and stock price collapse risk. The results show that: accounting conservatism, corporate governance and stock price collapse risk are negatively correlated, and conservative accounting policies can effectively restrain the occurrence of the stock price collapse, and higher levels of corporate governance can effectively reduce the possibility of the future stock price crash, and accounting conservatism and corporate governance have substitution effects in preventing the risk of the stock price collapse, and higher corporate governance levels can significantly reduce the negative impact of accounting conservatism on future stock price collapse risks. This paper also puts forward some suggestions to reduce the risk of stock price collapse from two aspects of improving accounting conservatism and strengthening corporate governance, which can be used as the reference for the sustainable and stable development of the capital 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.

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.

This research aims at examining the level of International Financial Reporting Standards (IFRS) compliance across the entire Gulf Cooperation Council (GCC) region and seeks to explore the impact of corporate governance mechanisms on the level of compliance with IFRS disclosure requirements. We employ a cross-sectional analysis of 314 non-financial listed companies within the GCC countries. The compliance level with IFRS was measured using a self-built disclosure index consisting of 379 mandatory disclosure items of IFRS. The partial compliance method was implemented in calculating the compliance score for the targeted companies. The results show that none of the targeted companies had fully complied with the disclosure requirements of IFRS. Three corporate governance mechanisms were found to have a significant effect on the level of compliance with IFRS, namely board independence, concentrated ownership and the external auditor quality. Further, the results are not indicative of any distinctive contributions of board size, chief executive officer duality, institutional ownership, audit committee size and the number of audit committee meetings held during the year on the level of compliance with IFRS. Hence, the current results may reflect that corporate governance best practices need to be revised to improve the level of compliance with IFRS, particularly in emerging markets. We draw out the implications for theory and practice.

This thesis investigates whether corporate governance conformance by Malaysian banks improves their financial reporting quality. It is motivated by the controversies surrounding corporate governance reforms and the calls for systematic research on its efficacy in the post-reform period. Malaysian banks have been subject to international standards of corporate governance since before and after the 1997–1998 Asian Financial Crisis. Malaysia’s common-law tradition, greater level of financial and capital market development in the region, predominantly centralised and stable political power and robust regulatory framework are apparent strengths for corporate governance conformance. However, characteristics such as ownership concentration, political links and lack of regulatory enforcement question the ability of any governance reform to enhance the Malaysian banks’ financial reporting quality. This setting, coupled with Malaysian banks' differing business models compared to those of U.S. banks, provides an Asian focus to extant literature. The analyses focus on three specific reforms, namely: (i) the initiation of the Malaysian Code of Corporate Governance (MCCG) in 2000; (ii) the circular issued by Bank Negara Malaysia in 2003 on Guidelines on the Establishment of Board Committees, Minimum Qualification and Training Requirement for Directors, and Definition and Responsibilities of Independent Directors (BNMCIR); and (iii) the revision to Guidelines on Directorship in Banking Institutions in 2005 (REVGP1). The analyses utilise 64 listed bank-year observations from 1996 to 2004 for the MCCG reform; 80 licensed bank-year observations from 1999 to 2007 for the BNMCIR reform; and 56 unlisted bank-year observations from 2001 to 2009 for the REVGP1 reform. The research questions addressed for each reform period are: Have banks’ corporate governance practices changed in response to the reforms? If so, have the changes in corporate governance improved financial reporting quality? This study first identifies governance attributes with significant statistical difference from the pre- to the post-reform period. These attributes are then used to gauge their effectiveness in improving banks’ financial reporting quality in the post-reform period using five proxies: (i) earnings persistence; (ii) earnings predictability; (iii) the relationship between loan-loss provisions and loan charge-offs; (iv) total accruals; and (v) discretionary accruals. From an initial concern of the low quality of financial reporting during the pre-reform period, the empirical results suggest that there was no improvement to the financial reporting quality of listed banks initiating a nominating or remuneration committee and/or complying with committee composition requirements in response to the MCCG reform. A similar situation prevails for licensed banks complying with initiating a nominating, remuneration and risk-management committee and/or complying with composition requirements. The results suggest that neither a voluntary reform approach following the U.K. standards of governance practices (pursuant to MCCG) nor a mandatory reform approach tailoring governance practices to suit local environment (pursuant to BNMCIR) were effective for improving Malaysian banks’ financial reporting quality. In contrast, the empirical results pursuant to REVGP1, show improved earnings persistence and earnings predictability for unlisted banks complying with enhanced board independence, suggesting some benefits from the efforts to enhance financial reporting quality of Malaysian banks.

More concentrated ownership is generally expected to improve corporate governance. Evidence from Czechoslovakia's mass privatization program supports this hypothesis. Equity prices in the Czech and Slovak Republics are higher when a domestic or foreign investor has majority firm ownership, and lower when ownership is shared among many investors. The 1992 Czechoslovakia mass privatization program involving about 1,500 enterprises and implemented through a voucher scheme with competitive bidding was a bold step in changing the ownership and governance of a large part of the economy. It represents a clear test case of one approach, and other countries may benefit from its lessons. At the time, much skepticism was voiced about mass privatization: it would lead to diffuse ownership, and no effective corporate governance would result. But innovative forces led to the emergence of investment funds that collected much of the individuals' voucher points, leading to a much more concentrated ownership structure. It has been expected that this concentrated ownership would lead to improved corporate governance. But the jury is still out. So far, only limited and largely anecdotal evidence is available on the impact investment funds have on the way firms are being managed. Too little time has passed and too many shocks have occurred (for example, the split of the Czech and Slovak Republics) to expect to find discernible changes in corporate governance on measures of actual firm performance. An alternative approach is to investigate whether firms that ended up with more concentrated ownership - and possibly improved governance - sell for higher prices, either in the last voucher round or in the secondary market since then. In a forward-looking financial market, one can expect prices to incorporate the effects of better ownership on future firm performance and associated dividends to shareholders. Put differently, one would expect that two firms with different shareholding structures, but otherwise identical, would trade at different prices - with the firm with a more concentrated ownership, and presumably better corporate governance, trading at a higher price. On a cross-sectional basis, ownership structure may thus be significant in explaining (relative) share prices. Claessens explores this line of reasoning. Controlling for a number of firm and sector-specific variables, he finds that: - Majority ownership by a domestic or foreign investor has a positive influence on firm prices. - Firms with many small owners have lower prices. - Ownership by many small-scale investors makes it easier for any single investor to establish effective control, but such control does not necessarily translate into higher prices. Claessens provides two possible explanations of why higher prices appear to be associated only with majority ownership by a single investor: - The corporate legal framework and the difficulty in collecting proxy votes in the Czech and Slovak Republics may prevent a small investor from making the necessary changes in the way firms are managed, thus keeping prices low. - Commercial banks are both managers of investment funds and creditors of individual firms. Funds managers may face conflicts of interest and not be interested in increasing the value of equity alone but also the value of credits. This could explain why prices are relatively lower for those firms in which investment funds have effective control. This paper - a product of the Private Sector and Finance Team, Technical Department, Europe and Central Asia, and Middle East and North Africa Regions - is part of a larger effort in the Bank to study corporate governance in transition economies.

In their seminal survey of corporate governance, Shleifer and Vishny distill the issue into a blunt question: "How do [the suppliers of finance] make sure that managers do not steal the capital they supply or invest it in bad projects?" The Enron/Arthur Andersen debacle and the ensuing wave’s of scandal vividly proved that American investors may face this question in the most acute form. To the extent that corporate governance issues play a role in the cross-listing decision, it is a negative role. Generally speaking, the foreign issuer regime "cuts corners" exactly on the issues of corporate governance relating to corporate insiders. The notion that issuers may want to improve their corporate governance by subjecting themselves to a better regulatory regime through cross-listing—say, on an American market—is appealingly elegant. If an American firm could use an NYSE listing to bond its insiders to better governance standards, why couldn’t foreign firms do the same? In an oft-cited 1999 article, Jack Coffee argues that they do just that: In other cases, however, the cross-listing may not entail corporate governance improvements. The cross-listing literature refers to differences in investor protection in three separate respects. In practice, however, foreign issuers can easily obtain an exemption from corporate governance listing requirements. The notion that corporations can self-improve their corporate governance by opting into a foreign country’s legal and regulatory regime through cross-listing has made considerable inroads into the legal and finance literature.

Manuscript TypeEmpiricalResearch Question/IssueThis study seeks to examine the effect of changes in corporate governance levels on the choice of firms' debt financing in a relevant emerging economy, taking advantage of the Sarbanes‐Oxley Act as a natural experiment.Research Findings/InsightsOur empirical method uses an experimental design in which we control for observed and unobserved firm heterogeneity via a difference‐in‐differences estimator. We show that firms subjected to this new regulation, which raised governance requirements, observed a positive effect on their access to the credit market, increasing their total debt significantly, via long‐term and private debt, and reducing the cost of debt, indicating that SOX produced economic gains in this aspect.Theoretical/Academic ImplicationsThe main contribution of the present paper is to measure the corporate governance effects on firms' debt financing policies, isolated from other contemporaneous events. Furthermore, we develop a simple theoretical model to help in the understanding of the main sources of SOX's effects. Finally, the natural experimental approach deals with the endogenous relation between corporate governance and firms' choices on debt financing, and presents an alternative to instrumental variables techniques.Practitioner/Policy ImplicationsThis paper offers insights to policymakers of emerging economies interested in the development of the credit market. Using laws and regulations like the Sarbanes‐Oxley Act, we show that it is possible to improve firms' governance, with a positive impact on firms' ability to access credit.

The benefits of international diversification: market development, corporate governance, market cap, and structural change effects