Corporate Governance and Firm Performance: Volume 13

We present empirical evidence on the productive efficiency of electric utilities in the United States from 1990 to 2004. This period is marked by major attempts to introduce deregulation with an expectation that it will lead to improved operating efficiency and ultimately to lower consumer prices. However, relying on improved techniques of estimating productive efficiency, we find that firms in jurisdictions that adopted deregulation have in fact lower productive efficiency, and have also experienced decreases in efficiency over time. In particular, the vertical separation of generation, a hallmark of an effort to deregulate the industry, is associated with an adverse impact on productive efficiency.

Agency theory suggests that firms with very high cash balances (“cash hoarders”) are likely to misinvest their funds. However, if investors do not fully recognize the implications of a high cash balance, then future returns may be predictable for cash-hoarding firms. We find that cash hoarders significantly underperform over the two years following their identification as hoarding. In subsequent analysis, we find that returns are significantly negative in the year that a prior cash-hoarding firm reports a significant decrease in cash. Our results suggest that investors do not fully appreciate the implications of a high cash balance for future returns, but do recognize problems when that cash is subsequently spent.

This study empirically examines the effectiveness of Cressey's (1953) fraud risk factor framework adopted in SAS No. 99 in detection of financial statement fraud. According to Cressey's theory pressure, opportunity and rationalization are always present in fraud situations.

We develop variables which serve as proxy measures for pressure, opportunity, and rationalization and test these variables using publicly available information relating to a set of fraud firms and a matched sample of no-fraud firms. We identify five pressure proxies and two opportunity proxies that are significantly related to financial statement fraud. We find that rapid asset growth, increased cash needs, and external financing are positively related to the likelihood of fraud. Internal versus external ownership of shares and control of the board of directors are also linked to increased incidence of financial statement fraud. Expansion in the number of independent members on the audit committee, however, is negatively related to the occurrence of fraud. Further testing indicates that the significant variables are also effective at predicting which of the sample firms were in the fraud versus no-fraud groups.

We survey top managers of Fortune 1000 companies to learn if industry practitioners agree with the findings of academic research on specific corporate governance issues. We focus on board composition and size, executive/director compensation and ownership, firm performance, and other issues. The results suggest that the views of responding managers appear at odds with other empirical evidence provided in the literature on the majority of the issues examined. In addition, respondents are often unable to offer an opinion about whether they agree or disagree with specific corporate governance issues.

Board monitoring should affect a firm's access to debt financing because it improves firm performance and the board is ultimately responsible for the firm's debt. In this study, we show empirically that access to debt financing indeed benefits in two ways from board monitoring: directly from the monitoring and indirectly from improvement in performance. The methodological challenge is in separating the two effects from each other and from those of other drivers of debt financing.

This study examines the relationship between institutional investors and director remuneration in Malaysia against an important institutional backdrop of political connection. Our panel analysis of 434 firms from 1999 to 2003 finds a negative relationship between institutional ownership and director remuneration suggesting the effectiveness of institutional monitoring. Although we find no evidence to suggest a politically determined remuneration scheme, the negative relationship between institutional ownership and remuneration becomes less in politically connected firms. This suggests that political connections mitigate institutional monitoring in relationship-based economies.

Conventional wisdom suggests that institutional development is a precursor to financial sector development. Using a panel of 122 countries over the period 1970–2000, we find that while there is a correlation between the quality of legal institutions and financial development, the relationship is not causal. Changes in the quality of legal institutions do not predict changes in the level of financial development. The results suggest that legal institutions and the financial sector develop simultaneously and are jointly determined by unobservable country-specific factors.

This chapter investigates voting decisions by mutual funds in a variety of management-sponsored proposals in Israel. Our main findings are that mutual fund managers tend to vote with management and oppose only about 30 percent of all potentially harmful proposals. Larger equity holdings by the fund manager and better prior performance by the firm are found to be negatively associated with the odds of voting against management. Also, mutual funds managed by banks are found to exhibit better monitoring than mutual funds managed by private investment companies. We find that bank fund managers are more likely to vote against management than other mutual fund managers. We further find that non-bank funds tend to increase equity holding following the meeting regardless of their vote, whereas bank funds tend to follow the “Wall Street Rule” and reduce their equity holdings after voting against management.

The 1997 financial crisis in Asia has entailed significant changes and governance reforms in the Korean banking industry. This study investigates the impact of corporate governance on the risk and return of Korean banks during the 10 years that followed the financial crisis era. In particular, we investigate the ownership structure of banks, the extent of involvement of foreign institutions and investors in ownership and board membership of Korean banks, and the heterogeneity of board structure on bank performance. Our findings indicate that foreign ownership, the extent of external board involvement, and the presence of foreign directors on the board are associated with significantly higher bank returns. Although foreign ownership and the number of outside board directors are associated with lower risk, the involvement of foreign board members is positively associated with risk. The results are fairly robust to a battery of tests and control variables, and offer the first detailed empirical documentation of the Korean banking governance reform and its achievements since 1997.

In practice, it is increasingly common for companies to use NON-COMPETITION covenants in employment contracts that put restrictions on post-employment activities. Making use the variation of legal enforcement of NON-COMPETITION agreements in different states (NON-COMPETITION index) across the U.S., this chapter empirically examines whether and to what extent labor market concern will affect firm payout policy when managers are bound to their firms by NON-COMPETITION agreements. We find that the likelihood for a firm to pay DIVIDEND or conduct repurchasing is positively related to NON-COMPETITION index. We directly measure PAYOUT RATIO and find a significant positive relation between firm PAYOUT RATIO and NON-COMPETITION index. Our results indicate that managers with increased stability and reduced job opportunity in the external labor market are more likely use cash payout as a pre-commitment device and send a signal that they will not entrench themselves.