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In recent past researchers show their interests in the field of corporate governance due to some reasons. It is due to financial recession and eruption of US scandals to protect the stakeholder's interests. Such as the interests of investors, shareholders, and management and for the well being and survival of the firm. Good corporate governance leads to protect the interests of the shareholders. "Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies" (Code by SECP, 2002, p.9). Corporate governance normally means that outside rules and regulations and inside structure that are planned to reduce the agency problem and is ''the system by which companies are directed and controlled'' (Cadbury Committee, 1992, p. 15). Effective corporate governance ensures that firms try to reduce the losses and costs and maximizes the benefits for the stakeholders. Good quality corporate governance is based on the codes of accountability, transparency, justice and liability in the management of the company (Ehikioya, 2009). Corporate governance problems arise due to the following reasons.
Separation of ownership and control leads to agency problems. Separation of ownership and control may lead to conflicts of interests among managers and owners. Managers may run the business to serve their own interests. Shareholders must compensate them financially to save their own interests, and to reduce additional costs incurred to monitor their activities to reduce agency costs.
One of the most important factors of corporate governance which received much attention and requires reforms is the board of directors' structure. A board of directors is a panel with tasks of leading, controlling and directing the administration of the company, with prime purpose to perform their jobs as the benefit of the firms' owners. For effective governance, many researchers recommend the active participation of independent directors. Literature tells us independent board of directors is best to serve the interests of the owners.
Leadership factor is also very important in the corporate governance. There are two major types of leadership structure (lee & Lam, 2007). Leadership by the top management is very important while by the CEO it is also an effective one. CEOs have varying degrees of influence over the board in different firm's structure and corporate environment. There are different types of corporate structures across the world. First CEO is the leader having both positions called CEO duality (duality structure) i.e. CEO as well as chairperson of the board having power to influence the board. CEO duality has been the dominant board leadership structure of US corporations, in which 70 percent-80 percent of them combine the roles of chief executive officer (CEO) and chairperson (Rechner and Dalton; Rhoades et al as cited in lee & Lam, 2007). While the non-duality means both positions are held by separate persons. In non-duality leadership structure chairperson is the leader and CEO has no power to influence the board.
The current study investigates the association among corporate governance characteristics and firm performance in Pakistan; it differs substantially from the other developing countries. Pakistan is a politically worried and unbalanced area of the world, has distinctive environmental characteristics. Additionally, Pakistan is a strict Islamic country. As a result, it's societal and trade activities are based on fundamentalist spiritual laws and regulations. Chaudhry and Hoque (2006) argue that most important governance of the Islamic firm is by its direction toward the pattern of behavioral likings basis on the systemically natural sense of union of information by persistent relational association. The corporate governance are beached on such a perception of combining interrelationships involving the Islamic business and its inner and outer environing factors, via the strong set of Shari'ah mechanism that allow the corresponding relations to be recognized and achieved.
The evolution of the Pakistani corporate entities has, historically, closely followed the path taken by English corporate entities. In 1984, the Companies Ordinance 1984 of Pakistan was promulgated, following lengthy debate; Pakistani companies were established and governed in accordance with the provisions of the Companies Act, 1913. (Code by SECP, 2002). Pakistani firms have different structure to the developed countries. About 80% of all scheduled businesses on the Karachi Stock Exchange have relatives' participation or ultimately allied to a big business relatives (zaidi & aslam, 2006).
This paper will follow following sequence (i) related corporate governance literature review (ii) methodology, sample data, models, and variables (iii) analysis (iv) empirical Results and discussion (v)conclusion of the study.
Corporate governance is the course of action and composition through which a firm's dealing and affairs are administered by enhancing business wealth and corporate accountability with the final aim of improving shareholder's wealth (Mir and Nishat, 2004).A clear implementation of corporate governance assists a firm to magnetize investment, increase funds, and strengthen the base for firm performance (Ehikioya, 2009).
Corporate governance major focus is on resolving agency problems. Agency problems are also called principal-agent problems. Shareholders (principal) are looking the ways to make sure the management (agent) grips on their funds in an approach to increase their wealth and firm performance. Corporate governance composition has an influence on firm performance (Ehikioya, 2009; Shaheen & nishat, 2005). Research findings tell that the relationship among the different corporate governance factors and firm performance either can be positive, negative or none. Weir and Laing (2001) and Ponnu (2008) found that there is no obvious association among corporate governance and firm performance.
Corporations are like republics. The final right rests with voters (shareholders). These voters elect representatives (directors) who assign most decisions to bureaucrats (managers). As in any republic, the actual power-sharing relationship depends upon the specific rules of governance. One extreme, which tilts toward a democracy, reserves little power for management and allows shareholders to quickly and easily replace directors.
Corporate governance improvements are continuously happened in the world to improve the firm performance. There were different reforms regarding the different issues of corporate governance such as board composition, board size, CEO duality, ownership concentration, firm size and leverage. For decision making the corporate governance literature recognizes a range of diverse jobs of boards of directors (Zahra and Pearce, 1989; Gopinath et al., 1994; McNulty and Pettigrew, 1996; Hung, 1998; Maassen, 1999 as cited in Kakabadse, Kakabadse and Kouzmin, 2001). Board composition may be lead to recover the principal-agent problem. The involvement of outside independent directors can improve the firm performance itself against the outer pressure and use the firm resources to increase the wealth of the shareholders.
It is very interesting that the research evidences are varied about the relationship among the outside independent directors and firm performance. Petra (2005) argues that the variation in results may be the variation of a company culture. There is positive link among outside independent directors and firm performance (Petra, 2005; Perry & shivdasani, 2005). Laux (2005; Byrd, Cooperman & Wolfe, 2007) argue that outside directors are more important to the owners of the firm. This positive relationship shows that directors are performing their duties honestly to protect the interests of shareholders. Some researches support the negative relationship among outside directors and firm performance (klein, 1998; agrawal & knoeber 1996 as cited in Abdullah, 2004; yermack, 1996). Ponnu and KarthigeLam (2010) found that there is no positive clear impact of board independence on firm performance. However, it is clear from empirical evidence that independent directors perform significant role with firm performance, either positive or negative. So on the basis of above discussion we hypothesize that
H1: Proportion of independent directors has significant impact on firm performance.
Another feature of corporate governance that has got the attention of the researchers is the leadership structure. Discussion revolves around the duality, means that CEO is also holding the additional post of the board chairmanship. There are two theories regarding this issue (1) agency theory (2) stewardship theory (Lam & lee, 2007). Agency theorists fight for the separation of the two posts to grant vital monitoring over management's performance. If not, a single person sharing both posts will dictate the board and it is generally the indication of a dominant CEO leadership. On the other hand, stewardship theorists argue that the separation of posts is not vital, because many firms are performing well with combined posts and have powerful boards fully competent of providing sufficient monitoring. Additionally, when the posts are combined, the CEO may be able to form the corporation to attain its affirmed objectives due to less hindrance.
Literature does not suggest which leadership structure is best, either duality or unitary (single person holds single post). Research empirical evidences on CEO duality and firm performance are contradictory. Petra (2005) argued that conflicts of interests happened due to the dual leadership structure. CEO is in self evaluating position in dual leadership structure. If firm is adopted dual leadership structure, CEO may serve his own interests on the expense of shareholders and their interests may be compromised (noel, 2009).
Petra and Dorata (2008) argued that CEO can make the decisions objectively short term for his own interests by compromising on the long term objectives in dual leadership structure. Alternatively firm performance is negatively affected if CEO duality exists in firm corporate leadership structure. Lam and Lee (2007) examine the relation between CEO duality and firm performance in Hong Kong. They found that neither agency theory nor stewardship alone significantly explain the duality performance relationship. Their empirical evidence tells that CEO duality has negative relationship with performance of the firm but insignificant for the whole data. They also found that CEO duality and accounting performance are negatively related for family controlled firms, while it is positively related for non family controlled firms. There is an inverse impact of CEO duality on firm performance (Ehikioya, 2009; Mir & Nishat, 2004). Abdullah (2004) and Mashayekhi and bazaz (2008) found that both board independence and leadership structure do not affect the firm performance separately nor the combined effects of these two factors affect the firm performance. Dual leadership structure places CEO in powerful position of managing the operations of the firm and also overseeing the direction the firm will take into the future (Petra & Dorta, 2008). So we can hypothesize that
H2: Dual leadership structure has significant impact on firm performance.
Another board characteristic is board size. Either large or small number of directors' should be in the board. Either board size has significant relationship with firm performance or not. There are different findings of different researchers' regarding board size and firm performance. The corporate governance structure such as ownership structure, board composition, board size, and CEO duality has a massive impact on a firm's performance (Ehikioya, 2009). The number of directors in the board can be supposed to have a considerable effect on the firm's performance because the board is having the huge responsibility for managing the firm and its operations.
Some researchers suggest large board size for better corporate governance and firm performance while others suggest small board size. Raheja (2005) suggests that optimal board size and compositions are functions of directors' and the firms' characteristics. There may be some conflicts in larger board. The monitory expenses and poor communication in a larger board has been seen as a reason for opposing a larger board size (Lipton and Lorsch 1992). Anderson, Mansi and Reeb. (2004) suggests that firms with larger board size have the capability to drive the managers to chase for lower cost of debt and increase the performance. Ehikioya (2009) observes that ownership concentration and board size is positively related to the firm's performance in three out of four cases. It means that concentrated ownership combined with finest board size tends to perform better then diffused ownership.
Yermack (1996) like most of the other researchers found in his study negative relationship between board size and firm performance. Mashayekhi and Bazaz (2008) found that board size is negatively associated with firm performance. Bhagat and Black (2001) found that board size is not always in relation with the firm's performance. Frick and Bermig (2009) after analyzing the effects of supervisory board size and composition on the valuation and firm performance and conclude that there is no constant impact of either board size or board composition on firm valuation and performance. Cheng, Evans and Nagarajan (2007) argue that huge information about firm and managerial performance and the changes in business atmosphere both add to the importance of rapid and effective actions by the board, while the capability of the board to make such decisions decreases with board size. They further argue that different costs like communication, co-ordination, and free riding costs increases as the board size increases. The benefits of these incentives are likely to be overcome by the increased costs as the board becomes sufficiently large.
H3: Board size has no significant impact on firm performance.
Sample and Variables
This study concentrates on the corporate governance and firm performance of publically listed companies in Pakistan. Sample companies are chosen from the KSE 100 index listed during 2007 to 2009. Sample consists of 80 firms. Sample is chosen randomly from the different sectors of Pakistan economy. Non financial firms are included in the sample. Financial firms are excluded from the sample because of different capital structure and cash flows. We also excluded the firms having missing data. 15 companies are deleted from the original sample due to unavailability of the data and special capital structure. Our final sample consists of 65 firms of different sectors. Information related to these variables to measure the relationship among the corporate governance and firm performance is collected from the annual reports of the firms. The reports are collected from the kse-100 index and the respective firm's website.
Our study includes CEO duality, board independence, and board size as independent variables to measure corporate governance. Return on equity (ROE), return on assets (ROA) and earnings per share (EPS) are dependent variables in our study to measure firm performance. Leverage (debt/assets) and firm size (natural logarithm of total assets) are used as control variables in our study.
We use descriptive statistics, Pearson correlation and multiple regression analysis to analyze the data. The models which are used are given below.
EPSi= Î±0+Î²1 BSIZEi+Î²2 RIDi+Î²3 CEDi+Î²4 LEVi+Î²5 FSIZEi+Îµi -------(1)
ROAi= Î±0+Î²1 BSIZEi+Î²2 RIDi+Î²3 CEDi+Î²4 LEVi+Î²5 FSIZEi+Îµi -------(2)
ROEi= Î±0+Î²1 BSIZEi+Î²2 RIDi+Î²3 CEDi+Î²4 LEVi+Î²5 FSIZEi+Îµi -------(3)
Where EPS in model (1) is calculated as net income divided by total number of ordinary shares of the firm; ROA is calculated as net income divided by the opening balance of the total assets in model (2); ROE in model (3) is calculated as net income divided by the total balance of total equity. BSIZE is the total number of directors on the board; RID is the ratio of independent directors on the board; CED is the CEO duality structure 1 for duality and 0 for otherwise; LEV is the leverage of the firm is the ratio of total debt to total assets; FSIZE is the firm size calculated as the natural log of total assets.
Empirical Results and Discussion
Descriptive statistics in table 1 about the variables show that average number of directors in the board is 8.33, about 64% are the independent directors on the board and in 32% cases CEO is also the chairman of the board. Average leverage is 22% which shows that Pakistani firms less rely on debts; average firm size almost 16; ROE 31%; ROA 2% and EPS is Rs.11.45.
All variables except Fsize have smaller meadians then their crossponding means. This shows that sample data is slightly skewed. Standard deviation of all variables is large except RID and LEV.
Table 2 shows pearson corelation among the variables. RID is significantly corelated with EPS, ROE and ROA. This indicate that higher board independence has significantly positive corelation with firm performance. As the number of independent directors increase in the board the performance of the firm will be better. Our results are similar to other findings Petra (2005), Perry and shivdasani (2005) and Mashayekhi and Bazaz (2008) and inconsistent to Abdullah (2004) and Yermack (1996). This significant positive correlation shows the importance of the independent directors on the board. This indicates that there must be a sufficient proportion of outside independent directors on the board. Sufficient number of directors on the board will protect the interests of the shareholders. It also leads to better transparency in the firm ultimately firm performance will increase.
CEO duality has negative and insignificant correlation with EPS, ROE and ROA. This implies that CEO duality has no significant association with firm performance. Our results are consistent with Lam and Lee (2007) and Mashayekhi and Bazaz (2008). This shows that dual leadership structure has neither positive nor negative relationship with firm performance in Pakistani companies.
Board size has significantly negative correlation with ROA and insignificant correlation with EPS and ROE. Sometimes large board size negatively related with firm performance and sometime it is insignificantly related with fiem performance. This indicates that board size is not always related with firm performance (Bhagat & Black, 2001).
Leverage has no significant relationship with EPS, ROE and ROA. This implies that Leverage has no signifacant relationship with firm performance. Firm size has significantly negetive relationship with ROE and ROA. ROE , ROA and EPS have nosignificant relationship with each other except that ROE and ROA are positively corelated. Firm size has significantly positive relationship with ratio of independent directors (RID) and Dual leadership structure but significantly negetive association with board size.
Table 3-1, 3-2 and 3-3 show the results of regression analysis for each three dependent variables EPS, ROA and ROE separately. EPS, ROA and ROE explain 19%, 12.5% and 11.83% variations respectively. Board size is positive coefficient but insignificant values with firm performance measures (EPS t-stat= 0. 0.5511, ROA t-stat=- 2.21128 ROE t-stat= 0.234378) except ROA. It shows that board size is not always related with firm performance (Bhagat & Black, 2001). This is inconsistent to H3: Board size has no significant impact on firm performance; Because ROA is showing significant impact on firm performance. Our findings are also consistent to Frick and Bermig (2009) who found no constant impact of board size on firm performance. Our findings are inconsistent with Yermack (1996) and Mashayekhi and Bazaz (2008) who found that board size is negatively associated with firm performance. Our findings are also inconsistent with Ehikioya (2009) who found that board size is positively associated with firm performance.
Opposite to H2: Dual leadership structure has significant impact on firm performance. Our regression results do not show any significant relationship among the dual leadership structure and firm performance (EPS t-stat= -0.57958, ROA t-stat= 1.7605, ROE t-stat= 1.241707). it indicates that dual leadership structure neither positively nor negatively impact the firm performance. Our results are consistent with Abdullah (2004) and Mashayekhi and bazaz (2008) who found that leadership structure do not affect the firm performance.
There is an inverse impact of CEO duality on firm performance (Ehikioya, 2009; Mir & Nishat, 2004; Mashayekhi & bazaz, 2008). Our findings contradict them.
H1: Proportion of independent directors has significant impact on firm performance. Our regression analysis shows positive coefficient of RID and statistically significant values of t-test for the performance measures (EPS t-stat= 3.18694, ROA t-stat= 2.8463, ROE t-stat= 2.9045). Our findings are similar to Petra (2005), Perry and shivdasani (2005) and Mashayekhi and bazaz (2008) who found positive relationship between proportion of independent directors and firm performance. This shows that outside directors are more important to the better performance of the firm. This positive relationship also shows that directors are performing their duties sincerely to defend the interests of shareholders. This result is also according to the prediction of agency theory that there is a positive relationship between outside independent directors and firm performance in Pakistan.
Finally the firm size has negative and significant impact on firm performance in Pakistan. Only EPS value is insignificant. Our results oppose Mashayekhi and bazaz (2008) who found positive impact of firm size on firm performance. Leverage ratio has statistically insignificant effect on firm performance. This is consistent to Mashayekhi and bazaz (2008).
Our study investigates the impact of corporate governance on firm performance. For corporate governance measurement we use three variables Board size, dual leadership structure and Ratio of independent directors where as for Firm performance measurement Return on equity, Return on assets and Earnings per share are used and two control variables such as Firm size and Leverage are used.
Our findings are similar to that of Bhagat and Black (2001) that board size is not always related with firm performance. Our findings are also consistent to Frick and Bermig (2009) who found no constant impact of board size on firm performance. This study also finds that there is a positive relationship between proportion of independent directors and firm performance. Our findings are consistent to Petra (2005), Perry and shivdasani (2005) and Mashayekhi and bazaz (2008). We find no significant relationship between dual leadership structure and firm performance in Pakistan. Our results are consistent with Abdullah (2004) and Mashayekhi and bazaz (2008).
There are several limitations in the study such as time and data availability. Economic and political instability may affect the generalizability of the findings. Our results may differ from other studies due to the financial recession of near past. For future study one should use Growth ratios for firm performance and other Board characteristics for corporate governance measurement for more significant and long term results.