This chapter provides a definition of corporate governance and examines importance of, and the principles underpinning corporate governance. It also reviews prior research examining corporate governance disclosures and in particular, those which have investigated corporate governance disclosure in ECMs.
2. DEFINITIONS OF CORPORATE GOVERNANCE
Modern corporations have dispersed ownership structure (Jenkinson and Mayer, 1994). Due to this, these corporate entities are characterised by contractual relationships between (shareholders) owners and managers (agents). Management is hired by owners (i.e. investors) to run the business on their behalf (Sarpong, 1999). Within the agency theory framework, it is theorised that managers may seek to maximise their wealth to the detriment of shareholders and bondholders through the consumption of perquisites (Jensen and Meckling, 1976). Decisions of agents have the tendency of unfavourably transferring wealth from one principal to another i.e. from bondholders to shareholders (Watts and Zimmerman, 1978). John and Senbet, (1998 p. 372) define corporate governance “as a means by which stakeholders of a corporation exercise control over corporate insiders and management such that their interest will be well protected”. Similarly, it is proposed that “corporate governance issues arise in an organization whenever two conditions are present. First, there is an agency problem, or conflict of interest, involving members of the organization - these might be owners, managers, workers or consumers. Second, transaction costs are such that this agency problem cannot be dealt with through a contract” (Hart, 1995, p. 678)
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To avert the agency problem, there is the need to ensure that adequate and effective corporate governance structures are put in place to prevent abuse of power by managers (Cadbury, 1992). Corporate disclosure through annual reports is one of the essential instruments for the monitoring of managerial behaviour (Watts, 1977; Watts and Zimmerman, 1978). This requires frequent evaluation of managerial activities and performances particularly, through independent non-executive directors (Roberts et al 2005). Berle and Means (2003) view corporate governance as a relatively new concept in both the public and academic domains, although the central issues the concept seeks to address have been in existence for a longer period. The most common definition of the concept has been provided by the Organization for Economic Cooperation and Development (OCED).
It defines Corporate governance as: ‘' a system by which business corporations are directed and controlled. Corporate governance structures specify the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stakeholders and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company's objectives are set and the means of attaining those objectives and monitoring performance'' (OECD, 1999 p. 11).
The influential Cadbury report defines corporate governance fundamentals and somewhat simplistically as ‘' the systems by which companies are directed and controlled'' (Cadbury 1992). This will require putting in place appropriate mechanisms which will ensure that corporate resources are safeguarded. Johnson and Scholes (1998) explained that corporate governance is concerned with both the functioning of organizations and the distribution of powers between different stakeholders. They argue that corporate governance determines whom the organization is there to serve and how the purpose and priorities of the organization should be decided. Thus, among other things, corporate governance is concerned with structures and processes for decision making, ensures accountability and controls managerial behaviour. It therefore, seeks to address issues facing board of directors, such as the interaction with top management and relationship with owners and others interested in the affairs of a company.
The definitions outlined, directly or indirectly, share common elements. They all acknowledge the existence of conflict of interest between managers and shareholders as a result of the existence of separation of ownership and control in corporate activities. They further recognize the need to put in place effective corporate governance mechanisms to ensure that shareholders and investors interest are well protected.
1. IMPORTANCE OF CORPORATE GOVERNANCE
As a result of globalization and the increasing complexity of business there is a greater reliance on the private sector as the engine of growth in both developed and developing countries. Organizations do not exist in a vacuum; they rather interrelate with a number of interest groups, known as stakeholders (Freeman, 1984). These stakeholders include shareholders, governments, regulatory bodies, creditors and the general public (Pease and Macmillan, 1993). Stakeholders are impacted by the activities of companies. In this regard, and in the context of this study, adequate and effective corporate governance disclosure becomes relevant to investors and other stakeholders from a number of standpoints.
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Effective corporate governance disclosure promotes transparency in corporate structures and operations. It strengthens accountability and oversight among managers and board members to shareholders (Bosch, 2002). This oversight and accountability combined with the efficient use of resources, improved access to lower-cost capital and increased responsiveness to societal needs and expectations leads to improved corporate performance. Many studies exist linking good corporate governance with better Performance. Fianna and Grant (2005) explains that good corporate governance helps to bridge the gap between the interests of those that a company, by increasing investor confidence and lowering the cost of capital for the company. Furthermore, they also add that it also helps in ensuring company honours, its legal commitments and forms value-creating relations with stakeholders. Coles et al. (2001) and Durnev and Han (2002, also found that companies with better corporate governance enjoy higher valuation. These studies' results, helps in confirming the idea of good corporate governance, result in better decisions at all levels of the organization, not at top-management and board levels, but also in the better performance of the organization
Again adequate and effective corporate governance disclosure ensures that corporate activities are run in an open and transparent manner (Brain 2005). Last, corporate governance practices boost market confidence and ensure effective allocation of capital in the market (Greenspan, 2002).
From the forgoing discussions, the realization of the importance of good corporate governance practices is largely dependent on a number of internal factors. As a way of achieving this, a number of principles have been established.
3. PRINCIPLES UNDERPINNING CORPORATE GOVERNANCE DISCLOSURE
A number of principles underpin effective corporate governance. These principles are business probity, responsibility and fairness or equal opportunity. Corporate entities are expected to exhibit these qualities to ensure good governance. Embracing the outlined principles will improve relationships between companies, their shareholders and the overall welfare of every economy. These principles are briefly discussed.
Business probity requires individuals in charge of companies to be open and honest in the discharge of their activities. According to Brain (2005) openness implies a willingness to provide information to individuals and groups about the activities of a company. In this regard, it is important to recognize that shareholders and investors need to know the position of a company in order to evaluate their performance. Timely delivery of information will enable them achieve this purpose.
Good corporate governance disclosure requires handlers of companies to be honest in the discharge of their activities. Honesty requires managers to deliver factual information. A sign of honesty is that statements of companies are believed. However, Brain (2005 p. 26) contends that “honesty might seem an obvious quality for companies, but, in an age of spin, and the manipulation of facts, honest information is perhaps by no means as prevalent as it should be.”
Corporate governance requires handlers of corporate entities to be responsible in the discharge of their duties. Investors require confidence that company's financial systems are secured and credible. Managers are therefore expected to work in this direction to meet investor's expectation. Responsibility in the context of corporate governance includes other issues such as transparency and accountability. These principles are vital to the survival and welfare of every company. Thus, managers have a duty to explain their actions to shareholders as well as investors so as to enhance their understanding of the direction of the company's activities.
The principle of fairness requires impartiality and a lack of bias in corporate activities. In the context of corporate governance, the quality of fairness is achieved when managers behave in reasonable and unbiased manner. In this sense, to ensure good governance shareholders are expected to receive equal consideration. This means minority shareholders should be treated the same way as majority shareholders.
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