Corporate governance and firm performance: evidence from Karachi Stock Exchange.
Javed, Attiya Y. ; Iqbal, Robina
1. INTRODUCTION
In the developed markets the subject of corporate governance is
well explored as a significant focus of economics and finance research
but there is also a growing interest across emerging markets in this
area. In Pakistan, the publication of the SECP Corporate Governance Code
2002 for publicly listed companies has made it an important area of
research of corporate sector. According to La Porta, et al. (2000)
'Corporate governance is to a certain extent a set of mechanisms
through which outside investors protect themselves against expropriation by the insiders'. They define the insider as both managers and
controlling shareholders
A corporate governance system is comprised of a wide range of
practices and institutions, from accounting standards and laws
concerning financial disclosure, to executive compensation, to size and
composition of corporate boards. A corporate governance system defines
who owns the firm, and dictates the rules by which economic returns are
distributed among shareholders, employees, managers, and other
stakeholders. As such, a county's corporate governance regime has
deep implications for firm organisation, employment systems, trading
relationships, and capital markets. Thus, changes in Pakistani system of
corporate governance are likely to have important consequences for the
structure and conduct of country business.
In its broadest sense, corporate governance refers to a
complementary set of legal, economic, and social institutions that
protect the interests of a corporation's owners. In the
Anglo-American system of corporate governance these owners are
shareholders. The concept of corporate governance presumes a fundamental
tension between shareholders and corporate managers [Berle and Means
(1932) and Jensen and Meckling (1976)]. While the objective of a
corporation's shareholders is a return on their investment,
managers are likely to have other goals, such as the power and prestige
of running a large and powerful organisation, or entertainment and other
perquisites of their position. In this situation, managers'
superior access to inside information and the relatively powerless
position of the numerous and dispersed shareholders, mean that managers
are likely to have the upper hand. The researchers have offered a number
of solutions for this agency problem between shareholders and managers
which fall under the categories of incentive alignment, monitoring, and
discipline. Incentives of managers and shareholders can be aligned
through practices such as stock options or other market-based
compensation [Fama and Jensen (1983)]. Monitoring by an independent and
engaged board of directors assures that managers behave in the best
interests of the shareholders [Fama and Jensen (1983)]. Chief Executive
Officer (CEO)'s who fail to maximise shareholder interests can be
removed by concerned boards of directors, and a firm that neglects
shareholder value is disciplined by the market through hostile takeover (1) [Jensen and Ruback (1983)].
The code of corporate governance introduced by SECP in early 2002
is the major step in corporate governance reforms in Pakistan. The code
includes many recommendations in line with international good practice.
The major areas of enforcement include reforms of board of directors in
order to make it accountable to all shareholders and better disclosure
including improved internal and external audits for listed companies.
However, the code's limited provisions on director's
independence remain voluntary and provide no guidance on internal
controls, risk management and board compensation policies.
The main focus of this study is to examine the relationship between
corporate governance and firm performance for publicly listed Karachi
Stock Exchange (KSE) firms. Therefore, we attempt to identify the
relationship between corporate governance proxies and firm value in our
sample of KSE firms. This emphasises the importance of legal rules and
the quality of their enforcement. In Pakistan, with traditionally low
dispersion of ownership, the primary methods to solve agency problems
are the legal protection of minority investors, the use of boards as
monitors of senior management, and an active market for corporate
control. In contrast to developed markets in Pakistan corporate
governance is characterised by lesser reliance on capital markets and
outside investors, but stronger reliance on large inside investors and
financial institutions to achieve efficiency in the corporate sector. In
this case, outside (smaller) investors face the risk of expropriation in
the form of wealth transfers to larger shareholders.
The plan of the study is as follows. The review of empirical
findings of previous research is presented in Section 2. The
construction of corporate governance index is provided in Section 3.
Section 4 explores the relationship between corporate governance and
performance and provides a description of the data. Section 5 presents
the results for the relationship between corporate governance and firm
valuation and last section concludes.
2. REVIEW OF PREVIOUS EMPIRICAL FINDINGS
There is a large of body of empirical research that has assessed
the impact of corporate governance on firm performance for the developed
markets. Studies have shown that good governance practices have led the
significant increase in the economic value added of firms, higher
productivity and lower risk of systematic financial failure for
countries. The studies by Shleifer and Vishny (1997), John and Senbet
(1998) and Hermalin and Weisbach (2003) provide an excellent literature
review in this area. It has now become an important area of research in
emerging markets as well.
There are some empirical studies that analyse the impact of
different corporate governance practices in the cross-section of
countries. A noteworthy study in this regard is done by Mitton, Todd
(2001) with sample of 398 firms Korean, Malaysian, Indonesian,
Philippines, data Thailand have found that the firm-level differences in
variables are related to corporate governance has strong impact on firm
performance during East Asian Crisis in 1997 and 1998. The results
suggests that better price performance is associated with firms that
have indicators of higher disclosure quality, with firms that have
higher outside ownership concentration and with firms that are focused
rather than diversified.
Most of the empirical work for exploring possible relationship
between corporate governance and firm performance is done for single
jurisdiction. For US Firms a broad measure of Corporate Governance
Gov-Score is prepared by Brown and Caylor (2004) with 51 factors, 8 sub
categories for 2327 firms based on dataset of Institutional Shareholder
Service (ISS). Their findings indicate that better governed firms are
relatively more profitable, more valuable and pay more cash to their
shareholders. Gompers, Ishii and Metrick (2003) use Investor
Responsibility Research Center (IRRC) data, and conclude that firms with
fewer shareholder rights have lower firm valuations and lower stock
returns. They classify 24 governance factors into five groups: tactics
for delaying hostile takeover, voting rights, director/officer
protection, other takeover defenses, and state laws. Most of these
factors are anti-takeover measures so G-Index is effectively an index of
anti-takeover protection rather than a broad index of governance. Their
findings show that firms with stronger shareholders rights have higher
firm value, higher profits, higher sales growth, lowest capital
expenditures, and made fewer corporate acquisitions.
It is expected that limiting board size is to improve firm
performance because the benefits by larger boards of increased
monitoring are outweighed by the poorer communication and
decision-making of larger groups [Lipton and Lorsch (1992), Jensen
1993)]. The study by Yermack (1996) provides an inverse relation between
board size and profitability, asset utilisation, and Tobin's Q
which conform this hypothesis. Anderson, et al. (2004) document that the
cost of debt is lower for larger boards, because creditors view these
firms as having more effective monitors of their financial accounting
processes. Brown and Caylor (2004) add to this literature by showing
that firms with board sizes of between six and 15 have higher returns on
equity and higher net profit margins than do firms with other board
sizes.
The relation between the proportion of outside directors, a proxy
for board independence, and firm performance is inconclusive. Fosberg
(1989) finds no relation between the proportion of outsider directors
and various performance measures Hermalin and Weisbach (1991) find no
association between the proportion of outsider directors and
Tobin's Q; and Bhagat and Black (2002) find no linkage between
proportion of outsider directors and Tobin's Q, return on assets,
asset turnover and stock returns. In contrast, Baysinger and Butler
(1985) and Rosenstein and Wyatt (1990) show that the market rewards
firms for appointing outside directors; Brickley, Coles and Terry (1994)
find a positive relation between the proportion of outsider directors
and the stock market reaction to poison pill adoptions; and Anderson,
Mansi and Reeb (2004) show that the cost of debt, as proxied by bond
yield spreads, is inversely related to board independence. Studies using
financial statement data and Tobin's Q find no link between board
independence and firm performance, while those using stock returns data
or bond yield data find a positive link. Hermalin and Weisbach (1991)
and Bhagat and Black (2002). Brown and Caylor (2004) do not find
Tobin's Q to increase in board independence, but they do find that
firms with independent boards have higher returns on equity, higher
profit margins, larger dividend yields, and larger stock repurchases,
suggesting that board independence is associated with other important
measures of firm performance aside from Tobin's Q.
The evidence on the association between audit-related governance
factors and firm performance is mixed. Brown and Caylor (2004) show that
independent audit committees are positively related to dividend yield,
but not to operating performance or firm valuation. They also find that
the consulting fees paid to auditors less than audit fees paid to
auditors are negatively related to performance measures and company has
a formal policy on auditor rotation is positively related to return on
equity but not to their performance measures. Klein (2002) documents a
negative relation between earnings management and audit committee
independence, and Anderson, et al. (2004) find that entirely independent
audit committees have lower debt financing costs. Frankel, et al. (2002)
show a negative relation between earnings management and auditor
independence (based on audit versus non-audit fees). However, Ashbaugh,
et al. (2003) and Larcker and Richardson (2004) come up with a
contradictory evidence. Kinney, et al. (2004) findings show no
association between earnings restatements and fees paid for financial
information systems design and implementation or internal audit
services, and Agrawal and Chadha (2005) come up with similar conclusion
in this regard.
The separation of CEO and chairman affects firms' performance
because the agency problems are higher when the same person holds both
positions. Yermack (1996) shows that firms are more valuable when the
CEO and board chair positions are separate by analysing a sample of 452
U.S. public firms between 1984 and 1991. Core, et al. (1999) find that
CEO compensation is lower when the CEO and board chair positions are
separate. Brown and Caylor (2004) conclude that firms are more valuable
when the CEO and board chair positions are separate. Botosan and Plumlee
(2001) find a material effect of expensing stock options on return on
assets. They use Fortune's list of the 100 fastest growing
companies as of September 1999, and compute the effect of expensing
stock options on firms' operating performance. Fich and Shivdasani
(2004) find that firms with director stock option plans have higher
market to book ratios, higher profitability and they document a positive
stock market reaction when firms announce stock option plans for their
directors. Brown and Caylor on the other hand come up with a
contradictory conclusion and find no evidence that operating performance
or firm valuation is positively related either to stock option expensing
or to directors receiving some or all of their fees in stock.
In past few years corporate governance has become an important area
of research in Pakistan. In his noteworthy work Cheema (2003) suggests
that corporate governance can play a significant role for Pakistan to
attract foreign direct investment and mobilise greater saving through
capital provided the corporate governance system is compatible with the
objective of raising external equity capital through capital markets.
The corporate structure of Pakistan is characterised as concentrated
family control, interlocking directorships, cross-shareholdings and
pyramid structures. The concern is that reforms whose main objective is
minority shareholder protection may dampen profit maximising incentives
for families without providing offsetting benefits in the form of
equally efficient monitoring by minority shareholders. If this happens
the reform may end up creating sub optimal incentives for profit
maximisation by families. They argue that a crucial challenge for policy
makers is to optimise the dual objectives of minority shareholder
protection and the maintenance of profit-maximising incentives for
family controllers. There is a need for progressive corporates to take a
lead in the corporate governance reform effort as well.
Rais and Saeed (2005) analyse the Corporate Governance Code 2002 in
the light of Regulatory Impact Assessment (RIA) framework and its
enforcement and application in Pakistan in order to understand the
dynamics of public decision making and assess the efficacy of the
regulation policy of SECP in the arena of corporate governance. The
analysis shows that though the listed companies are gearing themselves
up to adopt the Code, there are some constraints, and reservations about
the way it was drafted and implemented. The study by Ghani, et al.
(2002) examines business groups and their impact on corporate governance
in Pakistan for non-financial firms listed on the Karachi Stock Exchange
of Pakistan for 1998-2002. Their evidence indicates that investors view
the business-group as a mechanism to expropriate minority shareholders.
On the other hand, the comparative financial performance results suggest
that business groups in Pakistan are efficient economic arrangements
that substitute for missing or inefficient outside institutions and
markets. The study by Ashraf and Ghani (2005) examines the origins,
growth, and the development of accounting practices and disclosures in
Pakistan and the factors that influenced them. They document that lack
of investor protection (e.g., minority rights protection, insider
trading protection), judicial inefficiencies, and weak enforcement
mechanisms are more critical factors than are cultural factors in
explaining the state of accounting in Pakistan. They conclude that it is
the enforcement mechanisms that are paramount in improving the quality
of accounting in developing economies.
There is an increasing interest in analysing affect of corporate
governance on stock market in Pakistan but many issues in this area are
uncovered. In particular, firm-level corporate governance rating and its
affect on the valuation of the firm which is central issue of this area
needs in depth research. It is in this perspective this study aims to
make contribution in the literature on corporate governance.
3. CORPORATE GOVERNANCE INDEX
It is expected that better corporate governance is correlated with
better operating performance and higher market valuation in case of KSE
listed firms. To examine the relationship between corporate governance
and firm performance, a corporate governance index (CGI) is developed as
a proxy for firm-level governance quality with a variety of different
governance practices adopted by listed firms.
In order to construct corporate governance index for the firms
listed on KSE, a broad, multifactor corporate governance rating is done
which is based on the data obtained from the annual reports of the firms
submitted to SECP. The index construction is as follows: for every firm,
there are 22 governance proxies or indicators are selected, these
indicators are categorised into three main themes. The three categories
or subindices consist of eight factors for the Board, seven for
ownership, shareholdings and seven for transparency, disclosure and
audit.
The weighting is in the construction of index is based on
subjective judgments. The assigned priorities amongst and within each
category is guided by empirical literature and financial experts in this
area. The maximum score is 100, then, a score of 100 is assigned if
factor is observed, 80 if largely observed, 50 for partially observed
and 0 if it is not observed. (2) The average is taken out and we arrive
at the rating of one subindex. By taking the average of three
sub-indices we obtain CGI for a particular firm.
Each sub-index comprises of series of factors leading to measure
corporate governance. Board composition index captures board autonomy,
structure and effectiveness. Autonomy is measured through various
indicators of board independence including percentage of nominees,
outside and independent directors on board, separation of CEO and
chairman, a separate CFO (Corporate Financial Officer). The various
measures of board effectiveness are chair CEO split, regularity of
meetings, and attendance by outside board members, and creditor's
nominee on board.
The separation of role of CEO and chair dilutes the power of CEO
and increases board's ability to properly execute the oversight
judgment. It also critically evaluates executive directors and the
presence of non-executive member on board reduces the influence of
management on the board. Moreover a higher proportion of outside
directors (3) on the board lead to higher company performance. The CEO
may find a smaller board more easily dominated and more manageable due
to the potential for social cohesion [Shaw (1981)]. A large group of
directors would require more time and effort on the part of CEO to build
census for a given course of action. Therefore if the board is large,
its independence is increased in the sense that the CEO's ability
to influence is diluted and it is more difficult for the CEO to dominate
the board. There is also some evidence in favor of larger boards.
Chaganli, Mahajam, and Sharma (1983) have studied the relationship
between board size and bankruptcy and have found that non-failed firms
in their sample, tended to have larger boards then the failed firms.
Thus larger boards may be more independent of management and that is the
reason that the larger boards are associated with higher performance.
The ownership and shareholdings is the second aspect of corporate
governance. The purpose of this sub-index is to measure the degree to
which the board and managers have incentives that align their interest
with those of shareholders. The third sub-index deals with disclosures.
It attempts to measure the public commitment of the firm to good
governance. Components following full disclosure of corporate governance
practices, directors' bibliography, and internal audit committee
reduce information asymmetry and it is valued by investor [Klein, et al.
(2005)].
4. DATA AND METHODOLOGICAL FRAMEWORK
It is well established that country's laws of corporate
governance affect firm value. (4) In this study, we examine whether
variation in firm-specific governance is associated with differences in
firm value in case of Pakistani stock market. To explore the
relationship between corporate governance and firm valuation,
Tobin's Q (5) is used as valuation measure. The sample of 50 firms
(6) is selected: which are representative of all non-financial sectors
and active in their sector, comprises more than 70 percent of market
capitalisation and listed on KSE. The data is obtained from the annual
reports of these firms for the year 2003, 2004 and 2005. The Tobin Q,
CGI and other control variables are constructed and average is taken out
for these three years.
In exploring that good corporate governance cause higher firm
valuation, an important issue is endogenity [Black, et al. (2003)]. The
firms with higher market value would be more likely to choose better
governance structure because of two reasons. First, firm's insiders
believe that better governance structure will further raise firm value.
Second, firms adopt good governance to signal that insider behave well.
A growing firm with large need of external financing has more incentive
to adopt better governance practices in an attempt to lower cost of
capital [Klapper and Love (2003) and Gompers, et al. (2003)]. These
growth opportunities are reflected in the valuation of the firm,
implying a positive association between governance and firm performance.
This endogeinety problem in estimation is resolved by applying
Generalised Method of Moments as estimation technique.
Following Black, et al. (2003) and Klein, et al. (2005) we also add
appropriate control variables, which are assumed to be associated with
higher governance rating. Accordingly, we control the size of the firm
by adding logarithm of book asset value, firm's age by using
logarithm of number of years listed at KSE [Shin and Stulz (2000)]. The
measure of leverage focuses on the capital employed and best represents
the effect of past financing decisions and it is defined debt-to-total
asset ratio. The growth is included as control variable and defined as
average growth rate sales over last three years [Gompers, et al. (2003)
and Klein, et al. (2005)].
We have estimated a model in which firm's performance
estimated by Tobin Q is regressed on corporate governance indices and
other control variables [Kaplan and Zingales' (1997), Black, et al.
(2002), and Klein, et al. (2005)]. Along with three governance indices,
board, shareholdings and disclosure, a set of control variables which
include size (In assets), leverage (debt/total asset ratio) and growth
(average sale growth) are used in estimation. Firm size and growth
control for potential advantages of scale and scope, market power and
market opportunities. The leverage controls for different risk
characteristics of firm. The empirical specification of the model
becomes,
[Q.sub.i] = a + b[CGI.sub.i] +c[X.sub.i] + [[epsilon].sub.i]
where firm [Q.sub.i] is the average firm performance measure
estimated for three years 2003, 2004 and 2005. (7) The [CGI.sub.i] is a
vector of governance index and [X.sub.i] is a vector of firm
characteristics for these three years. This model is estimated on
cross-section of 50 firms using the Generalised Method of Moments. This
estimation technique is adopted to cope with presence of endogeniety in
governance variables [Black, et al. (2002)]. The main problem in
estimating the fully specified and identified model is limited
availability of instrument variables.
The potential instruments included in the estimation are dummy variables indicating foreign investment, block holding, included in the
KSE 100 firms, age of firm as measure by listing year at KSE and
variation in profit. A firm with foreign investment is assumed to be
adopting good governance practice. In the same way the block holding
firm (8) is associated with more monitoring and more familiar with good
governance practices. The longer the period of listing, the more chances
of investors to familiar with investment strategy of firm and less
likely chances of information asymmetry and this limit the ability of
firm to impose poor practice. The difference in profit earning
opportunities is associated with difference in value of the firms, more
profit earning firms need access to capital markets to raise new capital
and find it optimal to improve their governance practices.
5. EMPIRICAL FINDINGS
The results for analysing the impact of total Corporate Governance
Index on firm performance are provided in Table 2. The results of Table
3 and Appendix Table A4 are based on how sub-indices of corporate
governance influence firm performance. Table 1 presents the summary
statistics of total corporate governance index CGI and its sub-indices,
which are Board Composition (Board), Ownership and Shareholdings (Share)
and Disclosure, Transparency and auditing (Disc). These results are
based on the averages of three years 2003, 2004 and 2005. The data to
construct corporate governance rating are obtained from the annual
reports of the listed firms from the website of SECP.
The average rating of CGI is 54.30 and it ranges from 70.42 to
30.89.The subindex with highest rating is Disc (Disclosure, Transparency
and Auditing), which can be explained by the fact that this area is
emphasised by regulations of SECP.
The results of association between total corporate governance and
Tobin Q are presented in Table 2. The Tobin Q is regressed on the total
corporate governance index (CGI) with each of control variables add one
by one. There is positive and significant relationship between CGI and
Tobin's Q supporting our hypothesis that corporate governance
affects firm value. The CGI remains positive but significance level
reduces with adding more explanatory variables. This shows that the
inclusion of omitted variables have improved the specification of the
model. Therefore we find some evidence that corporate governance effects
firm's performance. This result suggests that a certain level of
governance regulations in emerging market like Pakistan has not make the
overall level of governance up to a point that governance remain
important for investor. The inter-firm differences are matters to
investor in valuing firm. This result is also conformed by several
studies for developing markets as well as developed markets [La Porta,
et al. (2002) and Drobetz, et al. (2004)]. The financial control
variables are for the most part statistically significant. The firm size
is significantly related to performance. The growth and leverage are
positively related but do not effect performance significantly.
The results based on total corporate governance suggest that
corporate governance does matter in Pakistani stock market. However
these findings do not fully reveal the importance of each category of
corporate governance to firm performance. In Table 3 and Appendix Table
A, we present results regarding relationship of firm value with three
subindices and all control variables. These results indicate that two
sub-indices except disclosure have positive and some significant impact
on firm performance. The Board composition and ownership and
shareholdings have some significant influence on firm performance.
However investors are not willing to pay a premium for companies that
are engaged in open and full disclosure. The results based on
sub-indices reveal importance of Board composition, ownership and
shareholdings with firm performance and this evidence is also supported
by other studies [Klein, et al. (2005)].
The Board Composition has a positive and statistically significant
effect on firm performance and when entered in model with other
sub-indices it remains positive but become insignificant but coefficient
of determination has improved. This result is not unusual, as past
evidence generally failed to find any significant relation between board
composition and firm performance. The survey of literature concludes
that the evidence on this matter is at the best ambiguous [Dalto, et al.
(1998), Bahjat and Black (1999, 2000) and Hermalian and Weisbach
(2003)]. The ownership and shareholdings sub-index has a positive effect
on Tobin Q when it is entered into model alone and also when include
with other sub-indices but this effect is marginally significant. These
results show that most of the firms have ownership with dominant block
holder or have ownership concentration and in block holder firm board
independence is not associated with good performance. The assumption of
agency theory does not fully apply to these firms where the alignment of
ownership and control is tighter thus suggesting the need of outside
directors on the board of these firms. As control variables are included
specification of model improves.
The results of firm performance including control variables are
also consistent with prior research. The coefficient of size is positive
and significant in most of the cases. This shows that the listed firms
that are likely to grow faster usually have more intangible assets and
they adopt better corporate governance practices. The coefficient of
growth is significant and positive because higher growth opportunities
are associated with higher firm valuation. The coefficient of leverage
is positive and significant, is consistent with the prediction of
standard theory of capital structure which says that higher leverage
increase firm's value due to the interest tax-shield [Rajan and
Zingales (1998)].
6. CONCLUSION
The relationship between corporate governance variables has been
widely analysed for the developed markets but very little work has been
done on how a broad range of governance mechanism factors effect the
firm performance in thinly traded emerging markets. In this study we
fill this gap by analysing the relationship between corporate governance
and firm performance for the Karachi Stock Market. To proxy for
firm-level governance we use a rating system to evaluate the stringency
of a set of governance practices and cover various governance
categories: such as board composition, ownership and shareholdings and
transparency. Our sample firm consists of 50 firms which are active,
representative of all non-financial sectors and comprises more than 80
percent of market capitalisation at Karachi stock market.
Our results document a positive and significant relation between
the quality of firm-level corporate governance and firm performance. The
possible endogeneity is tackled by estimating the model by Generalised
Method of Moments is used as estimation technique with inclusion of
several control variables. In general the ownership and shareholders
rights that align the managers and shareholders interest are
significantly valued by investors. This is also true for board
composition and independence index. Both these sub-indices have positive
association with firm performance. These results are consistent with
agency theory which focuses on monitoring of managers whose interests
are assumed to diverge from those of other share holders. However the
assumptions of agency theory are not applied to block holder owned
firms. Most of the firms listed on KSE are family owned or institution
owned. In these firms the alignment of ownership and control is tight
and thus suggesting the need of outside directors on the board. However
the results show that open and transparent disclosure mechanism that
reduces the information asymmetry have no affect on firm performance.
This is due to the reason that we have used the annual reports as data
source and these reports do not reveal all the information required for
rating corporate governance.
Our results show that Corporate Governance Code potentially
improves the governance and decision making process of firms listed at
KSE. Large shareholders still have a tight grip of companies. However we
point out that adequate firm-level governance standard can not replace
the solidity of the firm. The low production and bad management
practices can not be covered with transparent disclosures and
transparency standards.
Appendix A1
Corporate Governance Index (CGI) Components
Sub-index 1: The Board of Directors
(i) Board Size (number of directors).
(ii) Board Composition (Clear cut job description of all board
members).
(iii) Chairman CEO separation (if not any lead director).
(iv) Outside directors available to board (independent directors,
nominee directors).
(v) Board attendance (board meetings).
(vi) Outside director attendance in Meetings.
(vii) Existence of the position of CFO.
(viii) Directors representing minority shareholders.
Sub-index 2: Ownership and Shareholdings
(i) Presence of outside block holder (more than 10 percent
shareholdings).
(ii) Does the CEO own shares.
(iii) Directors ownership (block ownership) other than CEO and
Chairman.
(iv) Chairman or CEO is Block Holder (10 percent).
(v) Concentration of ownership (Top five).
(vi) Dividend Policy
(vii) Staff benefits other than wages and salaries
Sub-index 3: Transparency, Disclosures and Auditing
(i) Does the company have full disclosure of corporate governance
practices.
(ii) Does the company disclose how much it paid to its auditor for
consulting and other work.
(iii) Does the company disclose full biographies of its board
members.
(iv) Disclosure of internal audit committee.
(vi) Disclosure of board directors and executive staff
members' remuneration.
(vii) Disclosure in the company's annual report) of share
ownership according to the requirement of Code.
(viii) Information of the executive management staff members
ownership (employees ownership).
Dependent variable Tobin' Q is (book value of debt plus market
value of common equity) divided by book value of assets. CGI is total
Corporate Governance Index, BOARD is board composition index, SHARE is
ownership and shareholdings and DISC is disclosure and transparency
index. The control variables: Firm size is natural logarithm of total
assets; Leverage is book value of debt divided by book value of total
asset: Growth is growth rate of sales.
The instruments: Age is natural logarithm of number of years of
listing at KSE, Profit is natural logarithm of net income/total assets,
DFOR is dummy variable which is one if the firm has foreign investment
and zero otherwise, DN is a dummy variable which take value One if the
firm has block-holders and zero otherwise and DKSE is dummy variable
which has value One if the firm includes in KSE 100 index and zero
othcrwise.
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Comments
This paper tests the link between quality of firm level corporate
governance and firm's performance. The first part of the paper
introduces the concept of corporate governance and discusses its
relevance for controlling 'agency problem' in general. The
paper, however, fails to utilise a number of studies on corporate
governance in Pakistan [Bari, Cheema and Siddique (2003), Cheema
(2003)], which highlight issues specific to Pakistan's corporate
sector (family control, tunneling, and pyramidal structure etc.). The
present paper could have benefited from these studies by adding depth to
the analysis. Also, this part makes use of literature that is a bit
dated, reference to current literature would add to the usefulness of
the study [e.g, Shleifer and Vishny (1997)].
The paper constructs an index of corporate governance (CGI), based
on 22 firm level governance indicators. However, the methodology of
constructing the indicator is not linked with contemporary research;
hence, rendering the procedure rather ad hoc. Here, again, the study
fails to take notice of two earlier papers on corporate governance and
firm performance [Nishat and Shaheen (2005), Nishat and Mir (2005)]. The
study uses Generalised Methods of Moments estimation technique to
counter possibilities of endogeniety. A number of instruments including
a dummy variable for foreign investment, block holding, age of firm etc
are used. The paper offers a number of justifications for these
instruments. It is not clear if these instruments are valid, and if they
have wide acceptance within the research community. Although most of
their results conform to the conventional wisdom, one peculiar result
stands out--transparent disclosure mechanisms have no effect on
performance. The authors blame this on the lack of data, since they use
annual reports which do not contain enough information. The paper can
make a valuable addition to research on corporate governance by
highlighting data requirements, and making suggestions about how to
tackle this issue.
Lubna Hasan
Pakistan Institute of Development Economics,
Islamabad.
REFERENCES
Bari, F., A. Cheema, and O. Siddique (2003) Corporate Governance in
Pakistan: Issues of Ownershp, Control and the Law. In F. Sobhan and W.
Werner (eds.) South Asian Corporate Governance: 164-263. Dhaka:
Bangladesh Enterprise Institute.
Cheema, A. (2003) Corporate Governance in Pakistan: Issues and
Concerns. The NIPA Journal 8:2, 7-19.
Nishat, M. and R. Shaheen (2005) Corporate Governance and Firm
Performance-An Exploratory Analysis. Paper presented at the 2nd Annual
Conference on Corporate Governance. Lahore University of Management
Sciences.
Nishat, M, and S. R. Mir (2005) Corporate Governance Index
Estimation and Firms Performance in Pakistan. Paper presented at the 2nd
Annual Conference on Corporate Governance, 3-4 June 2005. Lahore
University of Management Sciences.
Shleifer, A., and R. Vishny (1997) A Survey of Corporate
Governance. Journal of Finance 52, 737-783.
(1) A takeover which goes against the wishes of the target
company's management and board of directors.
(2) This is based on the report of World Bank, Report on the
Observance of Standards and Code (ROSC). Corporate Governance country
assessment: Pakistan' June 2005.
(3) Any member of a company's board of directors who is not an
employee or shareholder in the company.
(4) La Porta, et al. (2001) show that firm value is positively
associated with the rights of minority shareholders. Daines (2001) finds
that firms incorporated in Delaware have higher valuations than other
U.S. firms.
(5) Tobin's Q: (the book value of long term debt plus the
market value of equity) divided by book value of total assets.
(6) List of companies is presented in Appendix A2.
(7) Compliance of Corporate Governance started from end of year
2002.
(8) Block holder is defined by a investors having shareholdings
more than 10 percent.
ATTIYA Y. JAVED and ROBINA IQBAL
Attiya Y. Javed <attiyajavid@gmail.com> is Research Economist
at the Pakistan Institute of Development Economics, Islamabad. Robina
lqbal <robinaiqbal@gmail.com> is Visiting Faculty Member at the
International Islamic University. lslamabad.
Authors' Note: The authors wish to thank Dr Nadeem ul Haque,
Dr Javed Hamid, Mr Kaiser Naseem, Dr Afra Sajjad, Ms Sara Pervaiz, Mr
Zulfiqar Ali, and Mr Tariq Mahmood for their valuable comments. They are
grateful to Ms Nassem Akhtar and Mr Aahid Mahmood, who provided
assistance in compiling data. Any remaining errors and omissions are the
authors' responsibility.
Appendix A2
List of Companies
Companies Symbles
(1) Aruj Garments ARUJG
(2) Honda Atlas HONDAA
(3) Engro Chmecial ENGRO
(4) Unilever Pakistan UNIP
(5) Pakistan Gum and Chemicals Ltd. PAKGUM
(6) Abbot Pakistan ABBOT
(7) Sakrand Sugar Mills SAKSM
(8) Pakistan Hotel development Ltd. PAKH
(9) Bata Pakistan BATA
(10) Pakistan Petroleum Ltd. PPL
(11) Oil and Gas Development Corp Ltd. OGDC
(12) Agriauto Industries Ltd. AGRI
(13) Pakistan PVC Ltd. PAKPVC
(14) Pakistan Papaersack Corporation PAKPAPC
(15) Mandviwalla Mauser MANDM
(16) Shahtaj Sugar Mills SHAHT
(17) S.G. Fibre Ltd. SGFL
(18) Mirza Sugar Mills MIRGAS
(19) Emco Industries limited EMCOI
(20) Metropolitan Steel METRO
(21) Moonlite(Pak) MOONLITE
(22) Merit Packing Ltd. MERITP
(23) Pakistan Services PAKS
(24) ICI Pakistan ICIPAK
(25) Suzuki Motorcycles SUZM
(26) Mohammad Farooq Textiles MOHFT
(27) Paramount Spinning Mills PSM
(28) Azam Textiles AZAM
(29) Dar Es Salaam DARES
(30) Sindh Abadgar,s SINDHA
(31) Ellcot Spinning Mills ELLCOTS
(32) Ayesha Textile AYSHAT
(33) Brother Textiles Ltd. BROTHERT
(34) Mitchell's Fruit MITCH
(35) Indus Polyester Company INDUSP
(36) Mirpurkhas Sugar Mills MIRS
(37) Nestle Pakistan NESTLE
(38) Din Motors DINM
(39) Indus Motors INDUSM
(40) Maple Leaf Cement MAPLEL
(41) National Refinery NATR
(42) Pakistan Tobacco PAKTAB
(43) Dawood Hericules DAWOODH
(44) Sui Northern SUIN
(45) Fauji Fertiliser FFC
(46) Fauji Bin Quasim FBQ
(47) PTCL PTCL
(48) Ferozsons Ltd. FERL
(49) Southern Electric SOUTE
(50) Japan Powers JAPP
Appendix A3
Evidence on Performance and Corporate Governance Sub-indices
1 2 3
Board Composition
Board 0.02 0.01 0.02
(1.22) (1.53) (2.06)
Size 0.05 0.04
(3.39) (1.39)
Leverage 4.56
(2.02)
Intercept -0.27 -0.63 -2.1
(-0.23) (-1.26) (-1.50)
R Square 0.10 0.17 0.19
Ownership and Shareholdings
Share 0.01 0.01 0.01
(1.85) (1.01) (1.41)
Size 0.04 0.02
(3.10) (1.08)
Leverage 3.04
(1.83)
Intercept 0.04 -0.51 -0.78
(2.16) (-0.98) (-0.80)
R Square 0.11 0.13 0.17
Disclosure and Transparency
Disc 0.02 0.01 0.01
(1.60) (1.15) (0.18)
Size 0.04 0.02
(2.84) (1.05)
Leverage 2.33
(1.90)
Intercept -0.36 -0.88 -0.51
(-0.51) (-1.01) (-0.22)
R Square 0.14 0.14 0.16
Notes: The results presented in this table are Generalised
Method of Moments estimates for four different specifications
for cross-section of50 firms, the model is [Q.sub.i] = a +
b[CGI.sub.i] + c[X.sub.i] + [[epsilon].sub.i].
Table 1
Summary Statistics of Corporate Governance Index
Mean Max Min SD
CGI 54.30 70.42 30.89 7.99
Board 55.58 87.50 25.00 16.02
Share 46.97 78.57 7.14 16.10
Disc 60.36 94.29 30.00 10.93
CGI Board Rights Disc
CGI 1.00
Board 0.62 1.00
Share 0.57 0.11 1.00
Disc 0.44 0.05 0.06 1.00
This table provides the summary statistics of distribution of
Corporate Governance index, and the sub-indices (Board, Shareholdings
and Disclosure). The table also presents the pair-wise correlation
between the indices. Appendix A1 gives detailed information un each
sub-index. The maximum score is 100, which is assigned if indicator
is observed, 80 if largely observed 50 for partially observed and 0
if it is not observed. The total index consist of governance proxies
in three sub-categories and is constructed using the equal weighting
scheme.
(8) Block holder is defined by a investors having shareholdings
more than 10 percent.
Table 2
Evidence on Firm Performance and Total Corporate Governance Index
1 2 3 4
Total CGI 0.08 0.02 0.02 0.06
(2.17) (1.59) (1.32) (1.55)
Size 0.05 0.03 0.02
(3.61) (2.02) (2.66)
Growth 0.65 0.10
(0.64) (0.20)
Leverage 0.86
(1.47)
Intercept -3.30 -1.60 -1.32 -2.79
(-1.71) (-1.83) (-1.36) (-1.02)
R Square 0.10 0.14 0.15 0.29
Notes: The results presented in this table are Generalised Method
of Moments estimates for four different specifications for
cross-section of 50 fines, the model is Q; = a + b[CGI.sub.i] +
c[X.sub.i] + [[epsilon].sub.i].
Dependent variable is Tobin's Q is (book value of debt plus market
value of common equity) divided by book value of assets. CGI is
total Corporate Governance Index. The control variables include:
Firm size is natural logarithm of total assets; Leverage is book
value of debt divided by book value of total asset; Growth is
growth rate of sales.
The instruments: Age is natural logarithm of number of years of
listing at KSE, Profit is natural logarithm of net income/total
assets, DFOR is dummy variable which is one if the fine has
foreign investment and zero otherwise, DN is a dummy variable
if the fines has block holder zero otherwise, DKSE, is a dummy
variable if the firm is included in KSE 100 index and zero
otherwise.
Table 3
Evidence on Performance and Corporate Governance Sub-indices
1 2 3 4 5
CGI 0.01
(1.04)
Board 0.02 0.01
(2.06) (1.13)
Share 0.01 0.01
(1.41) (1.67)
DISC 0.01 0.02
(0.44) (0.51)
SIZC 0.03 0.04 0.02 0.02 0.001
(2.02) (1.38) (1.40) (0.91) (0.05)
Leverage 1.09 4.56 3.03 2.21 0.92
(0.90) (2.02) (1.83) (1.84) (2.72)
Intercept -0.62 -2.13 -0.77 -0.80 1.65
(-0.71) (-1.50) (-0.81) (-0.38) (0.94)
R Square 0.15 0.15 0.18 0.29 0.35;
Notes: The results presented in this table are Generalised Method
of Moments estimates for tour different specifications for
cross-section of 50 firms, The model is [Q.sub.i] = a + b[CGI.sub.i]
+ c[X.sub.i] + [[epsilon].sub.i].
Dependent variable Tobin' Q is (book value of debt plus market value
of common equity) divided by book value of assets. CGI is total
Corporate Governance Index, BOARD is board composition index, SHARE
is ownership and shareholdings index and DISC is disclosure and
transparency index. The control variables: Firm size is natural
logarithm of total assets; Leverage is book value of debt divided by
book value of total asset Growth is growth rate of sales.
The instruments: Age is natural logarithm of number of years of
listing at KSE, Profit is natural logarithm of net income/total
assets, DFOR is dummy variable which is one if the Firm has foreign
investment and zero otherwise, DN is a dummy variable which take value
One if the firm has block-holders and zero otherwise and DKSE is dummy
variable which has value One if the firm includes in KSE 100 index and
zero otherwise.