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History And Principles Of Corporate Governance

Introduction to literature review:

This chapter examines the various and diverse definitions, views, theories and models associated with corporate governance concept and it also emphasises on what constitute a good corporate governance structure and finally the relationship between corporate governance and its corporate competitiveness and firm performance.

Overview of Corporate Governance

In this world of constant changes, corporate are in a need to maintain their financial position and increasing their financial performance. A huge degree of emphasis has been laid on continuous learning, research, development and strategic planning. Corporate governance is regarded as a means to ensure that companies are run properly and at the same time, minimising the risk of corporate failure. Coyle (2007) has stated that it is an assessment system that serves as a “signal indicating” mechanism, not only can provide enterprise with a manoeuvrability basis and instruction for furnishing its corporate governance, and provide corporate governance assessment record to the society, but also at the same time, review timely the changes of strategic policy environment and provide a favourable environment for social mutual governance.

Historical Perspective of Corporate Governance

Coyle (2007) related that the main concerns for better practices in corporate governance started in the UK in the late 1980s and 1990s. The reports are as follows:

Report Title and year published

Author name

Report facts, main arguments, recommendations

Cadbury Report (1992)

Sir Adrian Cadbury

The report was part of the Committee on the Financial Aspects of Corporate Governance. There was no statutory obligation of the code, but the London Stock Exchange (LSE) required all listed companies to include a statement of compliance with the code in their annual report.

Myners Report (1995)

Paul Myners

Various recommendations were made concerning the relationship between institutional shareholders and company managements, including communications.

Greenbury Report (1995)

Greenbury

Remuneration committees should be made up Non Executive Directors (NEDs) to make decisions on senior executive pay.

Bonuses for directors should be linked to satisfactory performance criteria.

More transparency in remuneration.

These recommendations were accepted by the LSE and were incorporated into the listing rules.

Hampel Committee (1998)

Sir Ronald Hanpel

The committee was chaired in 1995 and led in due course to the publication in 1998 of the Combined Code on Good Governance. The report laid emphasis on director’s remuneration, relations with shareholders, accountability and audit. The code was divide into two main parts, namely best practices for companies and best practice for institutional investors.

Higgs’ Report (2002)

Derek Higgs

The report envisaged a more demanding and significant role for NEDs and focused on the effectiveness on NEDs in promoting company performance and accountability

An international History of Corporate Governance.

Efforts to improve corporate governance in various countries have resulted in series of reports, legislative measures and codes of conducts. Coyle (2007) mentioned that the need for good corporate governance is a matter of international concern. In developing countries the drive for corporate governance arose out of the need to provide sound governance and institutional practices so as to attract FDI. In develop countries, the impetus was on the quality of reporting and reduce the executive abuses.

The OECD Principles of Corporate Governance

Published in 1999 and subsequently revised in 2004, the OECD principles are to help governments especially those in developing countries to improve their legal, regulatory and institutional frameworks for corporate governance in their respective countries. The six main principles of the OECD are:

Ensuring the basis for an effective corporate governance framework

Protecting and facilitating the exercise of shareholder rights

Ensuring the equitable treatment of all shareholders

Recognising the rights of shareholders as established by law

Ensuring timely and accurate disclosure on all material information for the corporation

Enhancing the mechanism for the board’s accountability to the company and the shareholders while ensuring the effective monitoring of the management by the board

These principles are not compulsory requirements but are intended to provide countries with adequate guidelines in the implementation of good governance practices.

Commonwealth Association for Corporate Governance (CACG)

CACG was established in April 1998 in response to the Edinburgh Declaration of the Commonwealth Heads of Government meeting in 1997 to promote excellence in corporate governance in the Commonwealth. The CACG has two main objectives:

To promote good standards in corporate governance and business practice throughout commonwealth.

To facilitate the development of appropriate institutions which will be able to advance, teach and disseminate such standards.

Principles for Corporate Governance: Towards global competiveness and economic accountability (1999) produced various guidelines concerning corporate governance practices.

Corporate Governance in the European Union

In May 2003, the EU commission presented a communication entitled: “Modernising Company Law and Enhancing Corporate Governance in the European Union - A Plan to Move Forward”. The main reasons for this statement were mainly because of recent corporate scandals and to harmonise the rules for creating a Single European Market. The action plan consisted of six headings:

Corporate Governance

Capital Maintenance and Health

Groups and pyramids

Corporate Restructuring and mobility

The European Private Company

Cooperatives and other forms of enterprises.

The King Report (South Africa)

The second King Report on Corporate Governance for South Africa (2002) promotes the concept that companies especially in developing countries should take into account the interests of the communities in which they operate while distinguishing between accountability and responsibility. The report stressed that boards must apply tests of accountability, fairness, transparency and be responsible towards the company’s identified stakeholders. Mervyn King’s approach might be said to meld corporate governance and corporate social responsibility.

The Sarbanes Oxley Act (SOX) 2002 (United States)

The need for greater investor protection especially after various corporate scandals starting with Enron has been one of the main thrusts of “Sarbanes-Oxley”. The official name of SOX is the Public Company Accounting Reform and Investor Protection Act of 2002. The SOX covers issues such as:

Establishing a public company accounting oversight board

Auditor Independence

Corporate Responsibility

Greater Financial Disclosure

Definition of Corporate Governance according to Various Writers.

“Corporate Governance is the system by which companies are directed and controlled.” Cadbury Report (1992).

Good governance is not a new concept. It has existed since the early days civilisation. Both eastern and western civilisation recognized and preached the principles of good governance. The philosophy of good governance can be related also to various religious studies like the Hinduism, Islamism, Christianism, Judaism, Buddhism and others. In the modern business world, the concept of governance has been put in the context of business management, thus corporate management and control and to end up with nowadays highly used business word “Corporate Governance”

Corporate Governance is not a new issue. It has an ancient touch, since the formation of companies. The need for corporate governance arises because of the separation of management and ownership in modern Corporation. In practice, the interest of those who have effective control over a firm can differ from those interests of the suppliers of external finance. The ‘principal-agent’ problem is reflected in management pursuing activities which may be detrimental to the interest of the shareholders and this problem can be mitigated through the protections derived from good corporate governance.

0’Donovan (2003) defines corporate governance as an internal mechanism encompassing processes, policies and people who works for the benefit of stakeholders and shareholders by coordinating sound management practices with integrity and business knowledge which will ultimately lead to a healthy board structure and hence creating a sound corporate structure within the organisation.

O’Donovan (2003) put forward that a firm implementing good corporate governance practices this can influence its share price as well as the amount of cost required in raising capital determined various external market forces, the financial markets, legislations and global environment. External forces are beyond the control of the board and the board find its difficult to handle external pressures and forces. Corporate governance is now being enthralled in various legislations for the sake of transparency from the part of corporate in order to avoid corporate malpractices.

Taking a finance point of view, Shleifer and Vishny (1997) define corporate governance as dealing with the various ways in which finance provider assure themselves of getting an appropriate rate of return on their respective amount of investment.

Kakabadse, Kakabadse and Kouzmin (2001) put forward that following on a survey which reads “Board Governance and Company Performance: Any Correlations?”, carried out by McKinsey and Company who referred to Agrawal et al., (1996), it was clearly noticed that investors willing to pursue a growth strategy and subsequently invested in low valued or table companies were willing to pay for good governance. These investors assumed that a company with good corporate governance will have a better financial performance over a time lag and/or that good corporate governance can ultimately reduce the risks associated and attract further investments.

Kakabadse, Kakabadse and Kouzmin (2001) further put forward that though there are substantial research that creates the relationship between corporate governance to company performance, there are equally a growing range of results with different interpretations. The wide range of results can be explained because of the variability of different companies concerning their board structures, attitude towards risk, NEDs participation and others. According to Kakabadse, Kakabadse and Kouzmin (2001), there have been studies done by Zahra and Pearce (1989), Jonnegard and Svensson (1995) and Maassen (1999) based on the integrative models of board involvement, incorporating different theoretical perspectives and various board attributes, suggesting that corporate governance has, at least, an indirect effect on company performance.

Taking again a finance point of view, Mathiesen (2002) put forwards that corporate governance is an important field in economics that tries to investigate about how to secure a well developed board management and firm management by using incentive internal mechanisms and legislation. This is basically restrained to the issue of improving financial performance, for example how corporate owners can motivate corporate managers to increase the competitiveness of the firm.

Taking an integrated approach of the issue, Sir Adrian Cadbury documents that corporate governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The aim is to align as nearly as possible the interests of individuals, corporations and society. It also encompasses the setting up of an appropriate lawful structure, economical and institutional environment that allows companies to thrive as institutions for enhancing corporate competitiveness. Advancing long term shareholder value, and maximising human-centred development while remaining conscious of other responsibilities to stakeholders, the environment and the society in general.

Good Corporate Governance

Good corporate governance entails the pursuit of objectives by the board and management that represent the interests of a company and its shareholders including effective monitoring and efficient use of resources. It is influenced by a number of factors, primarily the nature of the overall institutional and legal framework that has been established by governments to effect such good governance.

Good Corporate Governance is important at different levels. At the company level, well governed companies tend to have better and cheaper access to capital and tend to outperform their poorly governed peers over the long term. Shleifer and Vishny (1997) suggest that good corporate governance increases the efficiency of capital allocation within and across firms. It also reduces the cost of capital for issuers, helps to broaden access to capital, reduces vulnerability to crises, fosters savings provisions, and renders corruption more difficult.

Likely, those companies that insist upon the highest standards of governance are aiming at reducing many of the risks inherent to an investment in an company. Black, Jang, and Kim (2003) supported in their in findings that companies, which actively promote robust corporate governance practices ultimately attract more investors who are willing to provide capital at a lower cost.

More generally, well governed companies are better contributors to the national economy and society. They tend to be healthier companies that add more value to shareholders wealth, workers, communities and countries in contrast to poorly governed countries that may result in job losses, the loss of pensions, and even demoralize confidence in securities market. These good governance practices enable corporations to use their capital efficiently, maintain the confidence of investors and attract more patient long term capital. In accordance with OECD (1999) corporate governance enhances strategic focus, builds market confidence and community support, and is an important source of corporate competitive advantage.

Hence, the state of corporate governance in an economy is likely to be connected with the state of economic and political governance of that given country. Kaufmann (2003) argues that poor governance of financial institutions increases the liabilities of the financial system. They have distorting effect on public institution, deter foreign direct investment and can lead to future financial crisis.

Theories relevant to corporate governance

The theories of corporate governance comprise of:

Shareholding Perspectives

Stakeholding Perspectives

Stewardship theory

Shareholding Perspectives

There are two main theories that explain the shareholder approach governance:

The Separation of ownership and control- origin of the Agency theory

The myopic market model

The Separation of ownership and control- origin of the Agency theory

Berle & Means (1932) described a fundamental agency problem in modern firms where there is a separation of ownership and control. Jensen & Meckling (1976) further define agency relationship and identify agency costs. Agency relationship is defined when a principal appoints an agent to undertake a specific task. The relationship is recognised under the law of agency. There is an inherent conflict of interest between managers and shareholders. If managers are to act in the best interest of owners, the managers must be monitored and rewarded with appropriate incentives.

Deegan (2000) refers to the agency relationship to the delegation of decision making from the principal to the agent or managers. The conflict of interests between managers or controlling shareholder, outside or minority shareholder refer to the tendency that the former may extract “perquisites” (or perks) out of a firm’s resources and be less interested to pursue new profitable ventures that will increase shareholders wealth. This leads to potential loss in efficiency of generating profits as managers. Act in their self interests.

Therefore, the share price that shareholders (principal) pay often reflects such agency costs. To increase firm value, one must therefore reduce agency costs. This is one way to view the linkage between corporate governance and corporate competitiveness therefore reduce agency costs. This is one way to view the linkage between corporate governance and corporate competitiveness by improving corporate financial and overall performance.

Letza, Kirkbride, Sun and Smallman (2008) mentioned that two problem occurring out of the agency theory are that it is very difficult to monitor what the agent is doing and the second problem is that the principal and the agent may share different actions because of the different attitudes to risk horizons.

Myopic Market Model

Letza, Kirkbride, Sun and Smallman (2008) made reference to the work of Hayes and Abernathy (1980), which shared a common view with the principal agent model and that corporations should serve the shareholders’ interests only, but criticises that the Anglo-American model of corporate governance because of “competitive myopia” and its consequent pre occupation with short term gains in return, profit and stock price. The Myopic model argues that what is wrong with corporate governance is that the system encourages managers to focus on short term performance by sacrificing long term value and corporate competitiveness of the corporation.

Financial markets often force managers to behave in a divergent way from the maximisation of long term wealth for shareholders. It was further argued that the myopic market model contends that corporate governance reform should provide an environment in which shareholders and managers are encouraged to share long term performance horizons.

Stakeholding Perspectives

Stakeholder model

Abuse of Executive Power Model

Stakeholder Model

The firm is not a standalone entity. It has stakeholders to which it is accountable and which in turn work towards its prosperity. The interdependence between a firm and its strategic shareholders is recognized by Clarkson (1994), who forwarded the idea that the firm operates on a larger environment including the legal and market structure. The main aim of the firm is to create added value wealth for its stakeholders by converting their involvement into final goods and services.

Letza, Kirkbridge, Sun and Smallman (2008) in Freeman (1984) argued that the aim of corporate governance is to maximise wealth creation of the corporation as a whole by taking into account the interests of various groups in the society to which the corporation has an interest either direct or indirect.

The efficiency of this stakeholder approach draws on Japan and Germany as examples of successful industrial societies in which stakeholders are given importance while setting corporate goals so as to maximise the interests of the various groups of stakeholders.

The main components proponents of the stakeholder theory for the provision of ‘voice’ and ‘ownership-like incentives’ to strategic stakeholders that are intended to share the control of the firm between investors and stakeholders through a compound board so as to reduce conflicts of interest and agency costs.

The Abuse of Executive Power Model

Letza, Kirkbridge, Sun and Smallman (2008) referred to Hutton (1995) and mentioned that the current American corporate governance procedures are in the hands of senior management who may abuse it to serve their own interest instead of shareholders and stakeholders. It was put forward that in Keasey et al., (1997) referred by Letza, Kirkbridge, Sun and Smallman (2008) as Incentive Mechanisms such as share options are a means to reduce corporate malpractices. That is to align more closely the interests of the managers and the shareholders through payment to managers partly with cash and share options. This gives the managers a powerful incentive to act in the interests of the company by maximising shareholder value and stakeholding value. However some managers may indulge in some accounting irregularities in order to increase the value of their share potions.

Stewardship Theory

The stakeholder theory was put forward by Donalsdon (1990), a management scholar. In this model, “managers are good stewards of the corporations and diligently work to attain high levels of corporate profit and shareholders returns” (Donaldson & Davis, 1994). The authors argue that managers are inspired by non economic factors and given the needs of managers for responsible, self directed work, organisations may be better served to free managers from subservience to NED dominated board.

However, supporters of the stewardship model are basically those individuals who contribute their own funds and other resources to non profit organisations to become a director. It is interesting to note that both agency theory and the stewardship theories are contradictory theories, in the sense that the former views the manager as the self seeking agent whereas the latter views the manager as the god steward.

Why has Corporate Governance become so prominent today?

The East Asian Crisis of 1997 severely affected foreign capital after property assets collapsed The second event was in 2001-2002which saw the collapse of two big corporations namely Enron and WorldCom and the ensuing scandals and collapses like Arthur Andersen, Global Crossing and Tyco.

Becht et al., (2002) documents that the world wide wave of privatization of the past two decades, the pension reform and the growth of private savings, the takeover wave of the 1980s, the deregulation and integration of capital markets and recent corporate scandals have lead to corporate governance gaining momentum.

Yoshikawa & Phan (2001) note intensifying global competition and rapid technological changes force firms to focus on maximising asset efficiency and shareholder value if they want to access funds to fuel growth opportunities. These technological advances reduce transaction costs and information research costs rendering capital markets more accessible to investors. This has fuelled global competition between capital markets and evolution of corporate governance around the world.

Benefits of good corporate governance

Earnings confidence of shareholders

Firstly when good corporate governance is fully implemented, it ensures that large corporations are well run institutions that have earned the confidence of investors and lenders. Donaldson (2003) found good corporate governance is important for increasing investor confidence and market liquidity. This process prevents corruption and management malpractices, while promoting fundamental values of a free market economy in a democratic society (CIPE, 2002).

However, CC Okeahalam et al (2003) asserted that countries that fail to establish acceptable standards of transparency and governance within bounds of good law will lose their international repute and will find increasingly difficult to attract foreign and institutional investment.

If a company adopts and implement good corporate governance practices, shareholders are retained and new investors are attracted. Institutional investors have indicated willingness to pay a premium for the shares of a well governed company.

Around the world, price earnings ratio are higher among companies with good disclosure. Hence good corporate governance is necessary in order to:

Create competitive and efficient companies and business enterprises

Attract both local and foreign investors guarantee them secure investment efficiently managed, within a transparent and accountable purposes.

Enhance the accountability and performance of those entrusted to mange corporations.

Growth Effect

Growth is likely to be highest when capital is allocated to those financial institutions that use it optimally. A strong system of corporate governance equips investors with the information and confidence necessary for them to lend funds directly to companies. This applies equally to foreigners, who will become more willing to provide their savings to the country in particular to the corporate sector. Likewise, Mervyn King, the governance guru, has observed that foreign capital literally flows to places that “exude a perception of good governance”. As such, investment should increase, thereby boosting productivity and growth across the economy. In these different ways, good corporate governance can lead to higher economic growth.

Stability effect

In addition to the growth effect, strong corporate governance can reduce the likelihood of a domestic financial crisis, in which investors lose confidence in the assets which they own. On a broader view, recent research has found a relationship between the state of corporate governance in an economy and the severity of the crises that it suffers. Meesook et al., (2001).

Nonetheless, this link should not be over emphasizes. Some countries with good corporate governance have had crises. Other countries with poor corporate governance have avoided them. In his recent excellent survey of the state of corporate governance in India, Omkar Goswani argues that a transparent and well governed company makes good business sense.

Economic development effect

Corporate Governance has implications for economic development especially in helping to increase the flow of financial capital to firms in developing firms. Without efficient companies or business enterprise, a country will not create wealth or employment. Consequently, without investment, companies will stagnate and collapse. If business enterprises do not prosper, there will be no economic development; no employment, no taxes paid and invariably the country will not develop. As such, developing countries in particular, need well governed and managed business enterprises that can attract investments, create jobs and wealth and remain viable, sustainable and competitive in the global market place.

Moreover, results from an extensive study of corporate governance in emerging markets by CSLA Global Emerging Markets, released in April 2001 suggest good integrity and responsiveness to shareholders, competitive advantage and performance. Good corporate governance therefore becomes a prerequisite for national economic development and to operate competitively in a globalised world.

Determinants of good corporate governance

Discipline in modern corporations in induced by both internal and external factors.

The Internal Drivers

Internally, effective governance systems are reflected in a set of relationships among the key players in a corporation. Typically, these would be reflected in the companies act, auditing regulations of the company, securities laws and listing requirements of the Stock Exchanges. Internal arrangements differ accordingly to the ownership structure of the company. For a publicly owned company with dispersed ownership, the manner of selection board members is important.

The Role of the Board of directors

In simpler terms, a board is the link between shareholders and the company. As such, all companies should be headed by an effective board which can lead and control the company. A company’s board of directors prepares financial statements reflecting a true and fair view of the operations of the company during the financial year and takes steps to safeguard assets of the company to prevent and detect fraud.

Fama & Jensen (1983) view the board as the apex of internal decision control systems of organisations.

Functions of boards

The act of providing counsel and advice to management is a key element of the board’s function. Chatterjee and Harrison (2002) found that board of directors in and of itself can be a valuable resource to the firm. Similarly the Report on Corporate Governance for Mauritius (2003) stipulates that it is the board responsibility to provide effective corporate governance, performance and control affairs of the company.

Size of the Board of Directors

The board should have an appropriate balance of executives, non executives and independent directors. It is essential for the protection of shareholders’ interest that the board has some directors who are independent from the company and from any dominant shareholder. Having independent directors on the board will normally increase the level of corporate governance as shareholders will have more confidence on the board. Botha (2001) documents independent director presents a broad spectrum of stakeholders and appears to contribute to the success of well performing boards.

Regarding the size of the board, it may vary from industry to industry and corporation to corporation as in determining board size, directors should take into account the nature, size and complexity of the company as well as its stage of development. Large corporate usually have eight to sixteen members on their boards.

Mak and Yuanto (2003) echo the above findings in firms listed in Singapore and Malaysia when they found that firm valuation is highest when board has five directors, a number considered relatively small in those markets.

However, Faleye (2003) presents an interesting proposition. He argues that no “one hat fits al” and board leadership structure depends entirely on individual firm characteristics such as organisational complexity, availability of other controls over CEO authority, CEO reputation, and power.

External Auditors

Most listed companies sustain their own internal audit department but to check whether accounts have been prepared in a fair view, they appoint external auditors. The main objective of the external audit is to report on the financial statements prepared by the managers. The detection of fraud and errors are incidental to this main objective. The regulators’ reliance on external auditors is premised on the belief that the auditors are public spirited and will act on behalf of either the public or the state, and that they are independent of the management. To engender public confidence in the integrity of the external auditor, he must be skilful, careful, diligent, faithful and honest. Such an auditor bolsters the perception of corporate governance.

Internal Control and Risk Management

An internal control system comprises of control procedures and policies. Internal controls are devices that ensure, as far as possible the orderly and efficient conduct of business. Internal controls and risk management are closely linked because a company’s system of internal control has a key role in management of risks that are significant to the fulfilment of its business objectives. Sound internal practices ensure risks are managed and avoided through control mechanism which identify risk, monitor and mitigate them.

Communication and disclosure

Transparency is believed to be the keystone of good governance. Access to information provides the basis of accountability, performance assessment and attainment of strategic objectives. Information should be prepared and disclosed in accordance with high quality standards of accoutring and financial and non financial disclosure. Thus, reports are encouraged to be transparent and to reflect accountability in order to disseminate timely and relevant information to users. (OECD Principles of Corporate Governance).

The External Drivers:

As noted earlier, the external drivers of good corporate governance are laws, rules and institutions that provide a competitive playing field and discipline the behaviour of insiders, managers and shareholders. It is found that experience in developed market economies indicates that the legal framework for competition policy, for enforcing shareholders rights, systems for accounting and auditing, well regulated financial system, the bankruptcy system and the market for corporate control are among the institutions that discipline corporations.

There is now increasingly momentum internationally towards implementing more laws and government regulations that impose obligations on companies, directors and officers to adopt, implement and comply with good corporate governance. Consequently, failure to do so may lead to legal and criminal sanctions being imposed on the company, its directors and officers.

Corporate Governance and Competitiveness

Governance systems of countries are accruing in importance presently because of the nature of globalised economy which corporations have to operate in. Hence, supporting globalization needs continuous improvements in information technology and related networks. Coupled with liberalization of financial markets, this is bringing radical changes in investors’ patterns which made a movement of funds from highly volatile financial market in different jurisdictions. With the erosion of barriers to investment, corporations have to compete for funds and for customers. Consequently, in order to survive in a competitive environment, business enterprises have to restructure their organisations and it is argued that the key to success in this new global configuration.

Abiding to codes of good corporate practices will lead to corporations to operate on a longer term and survive as it has been found in the past that many writers have associated corporate governance with corporate performance.

From the brief literature on corporate governance, it is seen that the effectiveness of corporate governance had been mainly gauged by performance measures in past studies. However such measures alone cannot fully reflect a company’s competitiveness. Corporate competitiveness incorporates on the basis of the studies of Buckley et al. (1998), a firm’s potential and process of competitive advantage ability to sustain performance such as market share and growth, employment and rewarding of its factors.

Likely, as the economic environment becomes competitive, Allen and Gale (2000) come across firms which find themselves under greater pressure to eliminate inefficient governance systems and to provide better protection to investors. As a result, economies characterised by high level of competition should also enjoy a better corporate governance system and higher investor protection.

Although international guidelines argue that explicitly or implicitly that good governance practices is associated with corporate competitiveness, theoretical and empirical studies of corporate governance practices and their effects have not provided uniform or conclusive evidence to the fact but instead most studies had been carried out on the relationship of corporate governance and financial performance. During the last decades, most theoretical studies have produced a series of conceptual models explaining the causal relationship between corporate governance and corporate performance.

The Empirical Studies of the relationship between corporate governance and corporate competitiveness.

The findings of the past studies have found mixed results. The past studies have been classified in parts namely:

Board Structure and firm performance

Ownership and Control mechanisms

Social responsibility and firm performance

Many researchers have come to different conclusions. The findings are divided into positive and negative results.

Board Structure and firm performance

Agrawal and Knoeber (1996) found that more outsiders on the board are negatively related to performance, one rationale was that the boards are expanded for political reasons to include politicians and environmental activists or consumer representatives and they either reduced firm performance or proxied for the underlying political constraints leading to their seat levels.

Bhagat and Black (2002) found out from their survey that there is no convincing evidence whether increasing board independence would improve firm performance board independence would improve firm performance. They found no linkage between the proportion of outsiders directors and Tobin’s Q, return on assets, asset turnover and stock returns.

Ownership Concentration

Gulger (1999) did a survey by studying the US and UK firms and come to the conclusion that owner controlled firms with a single block of equality exceeding 5% or 10% significantly outperformed manager controlled firms. On the other hand, Agrawal and Knoeber (1996) found no significant relationship between performance and stockholders of block-holders.

Social Responsibility and firm performance

Veerchoor (1998) found that 26.8% of 500 US corporations with a commitment to ethical behaviour had a higher overall financial performance that those who did not assume explicit undertakings. Daily et al (1997) found in their of 13 activist funds and their holdings in 197 large companies showed that activism had no appreciable effect on the firm performance and stock prices. Gompers, Ishii, and Metrick (2003) shows that companies with strong shareholder rights yielded annual returns that were 8.5% greater than those with weak rights. The more democratic firms enjoyed higher valuations, higher profits, higher sales growth and lower capital expenditures and in one word they are competitive.

Empirical Evidence that Good Corporate Governance is at the heart of investment decisions:

McKinsey’s ‘Global Investor Survey Opinion’ (2002)

McKinsey’s ‘Global Investor Survey Opinion’ (2002) found that more than 80% of the more than 200 global institutional investors, together representing more than USD 3.25 trillion in assets, indicated a willingness to pay a premium for the shares of a well governed company over a one considered poorly governed but with a comparable financial record. The size of the premium varied by markets from 11% for Canadian companies to around 40% for less strict regulatory regimes like Egypt, and Russia and 30% in Eastern Europe and Africa.

In its survey McKinsey & Co., found that corporate governance is still at the heart of investment decisions. That is investors still put corporate governance at par with financial indicators when evaluating investment decisions and an overwhelming majority if investors are prepared to pay a premium for companies exhibiting high governance standards. Well governed companies may benefit from a lower cost of capital

The report put forward that there are a number of other research that sought to explain the relationship between concerning the perception of the quality of companies to superior share price. The McKinsey’s survey was opinion based hence the finding is limitary.

Hermes Pensions Management Ltd (2004)

Deutsche Bank over several years carried out various studies linking corporate governance and financial performance over various markets. According to the Hermes Pensions Management Ltd (2004), Deutsche Bank UK research is based on an assessment of corporate governance practices of the 350 FTSE companies at the end of 200 and 2003 using 50 corporate indexes. It found a direct relationship between share price of the companies and their corporate governance performance. Over the three years of study, the top 10% of the companies in terms of corporate governance practices outperformed those in the bottom by 10% to 25%. Following this study, Deutsche Bank ranked these various companies accordingly to their corporate governance indexes. Deutsche Bank research showed that there was a positive relationship between corporate governance standards and their ROE. The top 20% companies (average 2002 ROE of 15.9%) which were more that the bottom 20% (average 2002 ROE of 1.5%). However this research failed to establish a clear link between qualities of corporate governance and investors current market valuations, measured by the P/E and P/CF as opposed to the historic share price performance.

Prof. Tong Lu (2006) Report (2006)

Prof. Tong Lu (2006) of the Chinese Centre for Corporate Centre for Corporate Governance and the Chinese Academy of Social Sciences carried out researches on the assessment of corporate governance practices on best 100 Chinese listed companies. Corporate governance assessment system must realise the basic principles of good corporate governance which includes fairness, accountability, openness and transparency. The study showed various observations:

Overall assessment for the top 100 Chinese listed companies showed that more improvement in corporate governance is needed in form rather than in substance; improvement originated from the demand for compliance is greater than that originated from that driven by the market.

Compared with 2005, the standard of Chinese Corporate Governance has generally improved in 2006, but the pace of improvement is minimal. Overall standard has increased by 4.25% measuring by the scores in our combined assessment. It has been found that there is a need to better emphasised on compliance and “information disclosure and transparency” by listed companies.

The score in “responsibilities of board of directors” is higher than that scored in “roles of stakeholders” and “shareholders’ rights”, in the year 2005.

In 2005, there is no significant difference between the combined corporate governance index scores of Shanghai-Shenzhen listed companies and Hong Kong listed companies; and there are improvements as compared with th 2005 data.

Summary.

The various theories allow us to understand that good governance practices generate goodwill, investor protection and confidence. Now, there is even more reason for them to improve their governance practices. Numerous recent studies emanating from academic circles show that good corporate governance increases valuations and boosts bottom line. Likewise, various studies have shown the link between corporate governance performance and share price performance. However these various researches have been based on mostly perceptions and opinions and the results obtained through the assessment of corporate governance practices have been interpreted differently though the basis the techniques and basis of evaluation are the same.

Chapter 3

Corporate Governance in Mauritius

Corporate governance issues are attracting worldwide interests. It is being actively involved and promoted in every sphere of life whether politics, business, social and environmental whereby all these issues are under “good governance” banner. It was necessary for the government to take certain steps to enhance its institutions and governance practices to be able to reinstate investor’s confidence and improve business climate. Good governance is a means of achieving sustainable economic and social objectives, accountability, transparency, responsibility, fair treatment, meritocracy, management disciplines and fight against corruption.

How will the Corporate Governance help Mauritius?

Globalisation and liberalizations of economics have presented challenges an opportunities for Mauritius particularly its production structures. The need to improve the governance is critical for enhancing productivity, competitiveness and self dependency to play an essential role in issues of international, financial and economic policy. The re-engineering of entities will improve the investment climate and raise stakeholders’ confidence in the corporations. Corporate Governance encourages long term investment flows by building market confidence and for those companies dealing on the international scene, corporate governance is even more essential.

A lack of good corporate governance in a market will lead to a situation whereby capital will leave that market with the click of mouse and then capital will flow elsewhere. Hence, investors will determine which companies and which markets full stand the test of time and endure weight of greater competition.

In 2001, new measures were introduced to comply with the codes of best practices worldwide and included:

New Companies Act

Introduction of IAS

Introduction of new listing rules for companies on the SEM Ltd

Setting up a national committee on Corporate governance

Report on corporate governance as per world Bank

Reports on Standards and codes in respect of Auditing, Accounting, Insolvency and Rights of creditors.

Ah-Hen (2004) argued that good corporate governance plays a pivotal role in the economy and is a solution for, weak and legal regulatory systems, poor banking regulation and practices, inconsistent accounting and audit standards and unregulated capital markets. Likewise Ah-Hen (2004) mentioned about ineffective oversight by corporate boards.

The Report on the Observance of Standards and Codes (ROSC)

Mauritius underwent a Corporate Governance Country Assessment program, the results of which were published in October 2002. This was a joint initiative of the World Bank and the IMF. The report was based on the assessment of the corporate governance practices of listed companies in Mauritius. The assessment provided a benchmark against OECD principles applicable to the state of corporate governance in Mauritius, that is, to what extent the OECD principles were observed in the quoted firms. Accordingly, the strengths and shortcomings in the corporate governance structure were reviewed and appropriate policy recommendations made. Some of the board recommendations were t:

Establish basic Shareholders rights

Address stakeholder issues

Improve information disclosure

Better define the role and power of the supervisory and management board

The Code of Corporate Governance for Mauritius (2003)

The report on corporate governance for Mauritius was produced by the joint effort of the National Committee on Corporate Governance, Mervyn King who provided advice and guidance and FIRST INITIATIVE, an organisation supporting corporate governance programmes worldwide provided the required funding. The code takes on a broad approach and develops guidelines concerning the main provisions that are

Section 1 – Compliance and Enforcement

Section 2- Board and Directors

Board Committees

Role and Function of the Company Secretary

Risk Management, Internal Control and Internal Audit

Auditing and Accounting

Integrated Sustainability Reporting

Communication and Disclosure

Relationship with Shareowners

According to Section 1.1, the Code shall apply to companies listed on the official list of the Stock Exchange of Mauritius, banks and non- banking financial institutions, large public companies, state owned enterprises and large private companies. Compliance with the code is on a “comply or explain” basis where companied will acknowledge their compliance with the provisions or state their reasons for non compliance in their annual reports.

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