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The purpose of this paper is to analyse the reasons for non‐compliance by Polish listed companies with elements of the Polish code of corporate governance Best Practices in Public Companies 2005.

Based on 250 publicly available compliance statements filed in 2005 by companies listed on the Warsaw Stock Exchange (WSE) content analysis is used to classify the explanations provided for non‐compliance with those corporate governance principles that attract high levels of non‐compliance.

The data analysis reveals that, despite a high level of overall compliance, three out of 50 code principles attract high levels of non‐compliance. These principles concern the independence of supervisory board members, the composition of supervisory board committees and the appointment of auditors. The most contentious principle concerns the independence of supervisory board members, due to the presence of many majority‐owned companies on the Warsaw Stock Exchange.

The paper sheds light on the operation of the “comply or explain” approach to corporate governance in Poland and provides suggestions for improving the level and quality of compliance with the revised corporate governance code Best Practices for WSE Listed Companies, applicable from 2008 onwards.

The paper provides an empirical investigation of the reasons given by Polish companies for non‐compliance with the most controversial corporate governance principles. It highlights a tendency for some companies to report compliance that is conditional, suggesting that reported compliance under‐represents the true level of compliance. We suggest that establishing a monitoring committee tasked with evaluating the quality of explanations for non‐compliance and reducing ambiguities in the wording of code principles will improve the quality of Polish corporate governance in the long term.

In recent years, the principle of the “comply or explain” approach has become the trend in corporate governance statements that are not fully compliant with national codes. This is because managers of companies deviating from corporate governance codes try to be lawful, providing reasonable explanations; thus, they reach an impasse, copying explanations from other companies, in a mimetic behavior. The purpose of this study is to investigate whether companies listed in Greek Stock exchange tend to imitate one each other thus to be legitimate in terms of the “comply or explain: approach”.

This study focuses on the “comply or explain” approach in Greek listed companies, analyzing statements by 162 companies (80.2 per cent) listed on the Athens Stock Exchange (ASE), showing a total of 1,211 deviations from the national code. Therefore, the explanations were classified for analysis, grouping them into three main categories and investigating the degree of imitation.

In total, 96 companies deviating from the Code (56.3 per cent) provided explanations as to their legitimacy practices. Thus, the managers of these companies tried to explain their deviations from the national code in such a way that it could be considered that they tend to imitate each other, striving to be lawful.

Owing to Greece’s ongoing economic crisis, many companies listed on the ASE in previous years have suspended the trading of their shares. An examination of previous years may have led to biased results, owing to the different samples of companies. Another limitation concerns the number of companies in the sample; although it covers almost 80 per cent of listed companies, the actual number of companies is not big enough.

This study tries to investigate whether Greek listed companies comply with or deviate from the National Corporate Governance Code. For that purpose, context analysis was performed on 80.2 per cent of these companies (162 out of 202 companies) for the calendar year 2017. Most companies tried to explain their deviations from the Code in such a way that it could be considered that they tend to imitate each other.

Companies that deviate from the corporate governance code tend to imitate each other. This phenomenon occurs mainly in small companies, which, while striving to be lawful, even copy other companies’ phrases verbatim. This study reveals that managers of such companies care to provide an explanation for only deviations from the Code as a logical justification and not to capture the existing situation of their companies.

This study is the first to examine the mimetic behavior on corporate governance statements in Greece. Although the trend of imitation is a fact in developed economies, similar studies never took place on emerge economies. This study contributes to the literature by examining whether the trend of mimetic behavior exists in emerging economies as well.

The aim of this study is to approach the way in which corporate governance influences the occurrence of financial fraud, as expressed by the M-Beneish score. In order to get further into the topic, we have first computed a corporate governance score based on the comply-explain statement and then selected a few elements that are part of the corporate governance reporting: equilibrium of board members (EQUIL), independence of board members (INDEP), selection of the board members (NOM), remuneration policy (REM), audit committee (AUDIT) and the proportion of female directors on boards (GenF). They were tested, one by one, using the financial fraud score to see the way in which they interact.

The study is conducted on a sample of 65 companies listed on the Bucharest Stock Exchange (BSE) for the 2016–2022 period. The data were processed using three-stage general least square [general least squares (GLS), with iteration, igls and option] with a common first-order panel-specific autocorrelation correction, so as to explain how a poor adoption of the corporate governance score and its elements has a negative implication for the M-Beneish score, controlling for the auditor opinion, type of auditing company and if the company is privately owned.

The results support most of our research hypothesis, revealing that a poor adoption of the corporate governance score and its components – AUDIT, EQUIL, INDEP and GenF – negatively influences the M-Beneish score, i.e. a low corporate governance score will lead to an increase in financial fraud. This is an encouraging aspect, for an improved adoption of the corporate governance principles reduces the occurrence of financial fraud.

This is a study that concerns the relationship between corporate governance and financial fraud for the case study for Romania.

The study highlights the importance of adopting the corporate governance code applied to the Romanian business environment. By measuring the presence of financial fraud appearance through the M-Beneish score, we have managed to outline the negative relationship between the two components. Thus, it is an important aspect of which companies should take account, so they will have long-term benefits and ensure the continuity of the business.

The policy implications of this project are for policymakers, so that they will understand how a good corporate governance mechanism will enhance high-performing businesses. Different aspects regarding corporate governance were validated and are in the process of being validated. Managers can extract and try to understand and apply the good characteristics of corporate governance for the well-being of their companies. At a broader level, the macroeconomic environment will increase its own well-being while encouraging market players to enhance qualitative corporate governance reporting. There is no doubt that corporate governance has a positive impact on businesses.

The study highlights the importance of adopting the corporate governance code as applied to the Romanian business environment. By measuring the occurrence of financial fraud using the M-Beneish score, we have managed to outline the negative relationship between the two components. Therefore, this is an important aspect that companies should take into account in order to have long-term benefits and ensure the continuity of their business.

The purpose of this paper is to investigate the potential influence of internal and external corporate governance mechanisms on audit risk in Tunisian companies.

Based on a sample of Tunisian non-financial firms listed on the Tunisian Stock Exchange (TSE) over the periods 2005 to 2010 (pre- 2011 revolution) and 2011 to 2017 (post −2011 revolution), consisting of 371 observations for the whole period, the authors apply the generalized least square (GLS) to test the research hypotheses and model.

The results are consistent with the agency theory suggesting that efficient corporate governance is able to control and reduce a company’s agency problem. Evidence reveals that the effectiveness of the director’s board/ownership structure and audit quality have the most influence on audit risk before than after the 2011 revolution, although governance mechanisms should play a more active role in encouraging companies to be more transparent in the post-revolution period. Moreover these findings are confirmed when identifying a composite measure of corporate governance.

Significant implications are provided for analysts, investors, regulators and academics. First, findings can help Tunisian regulators determine corporate governance disclosure requirements. Second, this research will make investors and stakeholders aware of the fact that minimizing auditor risk will be effective in reducing agency problems in emerging markets like Tunisia. Then, this work can help researchers better understand and realize the corporate governance role in the quality of audit process and financial statements and encourage them to deeply and broadly investigate this issue on other emerging markets.

This study stands for an extension of the existing research on corporate governance and audit risk. It fills a research gap in the local context. In fact, the considered data are those of the pre- and post-revolution Tunisian market, mainly in periods of instability. Although emerging markets make up the vast majority of economic activity around the world, they have received limited attention in academic research.

The purpose of this study is to examine the indirect relationship between the mandatory adoption of International Financial Reporting Standards for small and medium-sized enterprises (IFRS for SMEs) and the corporate governance index (CGI) by checking the mediating effect of the quality of financial statements (QFS) on this relationship.

The main objective of the IFRS for SMEs standard is to meet the specific needs of SMEs in transition and developing economies. Here, the authors used the structural equation method to investigate SMEs in countries that mandate the application of IFRS for SMEs for the years 2010 (pre-adoption) and 2016 (post-adoption). The final sample covered two emerging countries: the Dominican Republic and El Salvador.

The results show a positive association between the adoption of IFRS for SMEs, CGI and QFS. Furthermore, the findings confirm that the relationship between IFRS for SMEs adoption and CGI is under the control of the QFS.

This study provides standard setters and managers of SMEs with an overview of the importance of QFS on the significance of this relationship in emerging countries. The study contributes to the literature by examining the indirect relationship between IFRS for SMEs and CGI and building a CGI that integrates a set of governance practices linked to SMEs.

Owing to the tremendously vast and unprecedented nature of the directly‐conferred statutory powers of the Financial Services Authority (FSA) (under the Financial Services and Markets Act (FSMA) 2000), there is need for ample accountability on its part. The paper aims to discuss the situation.

A critical analysis of the Combined Code on corporate governance. The paper argues in favour of obliging the FSA to adopt the Code as a way of making it accountable.

It is desirable that the FSA be accountable and that this can best be done via the imposition of corporate governance principles. The paper includes a suggestion of election of the FSA's governing board.

The wider re‐drafting (and construction), by Parliament, of section 7 is the most attractive mode of enforcing corporate governance as an accountability mechanism. This is so, as it will give it far greater force than at present by creating a mandatory regime to bind the FSA in this respect. What is required, therefore, is an amendment of s. 7 of the FSMA 2000 to establish a better accountability method to be imposed on the FSA.

The paper proposes, for the first time, the use of corporate governance (especially the Combined Code) to ensure the accountability of the FSA. The paper is valuable to academics, postgraduate research students and legal practitioners in the area of financial services regulation, corporate law and general public body accountability. It is also useful for those interested incorporate governance and the Combined Code on corporate governance.

The purpose of this paper is to examine the relationship between accounting conservatism, corporate governance and political connection in listed firms in Malaysia where political influence plays a significant role in the capital market and in many business dealings.

By utilizing 824 firm-year observations comprising large listed companies over a period of four years from 2004, this study uses ordinary least squares regression models to investigate the relationship between accounting conservatism, corporate governance and political connections in Malaysia. Multiple measures of conservatism developed by Basu (1997) and Khan and Watts (2009) are employed.

The results show evidence of accounting conservatism (bad news being recognized earlier than good news) in Malaysia. Further, the results reveal that better corporate governance structure in terms of board independence is positively associated with accounting conservatism while management ownership is negatively associated with it. However, political connection has a negative moderating effect on the positive relationship between accounting conservatism and board independence. The results also suggest political connections have a positive association with firm’s future performance.

This study is the first in investigating the effect of political connections on accounting conservatism in Malaysian context and how political connections negatively affect the monitoring role of the corporate boards. By directly measuring political connection and controlling for various corporate governance mechanisms and firm-specific attributes, this study contributes to enhance the authors’ understanding of the political influence in financial reporting quality and firm performance in an emerging market setting.

The objective of this study is to undertake a qualitative study to examine the influence of religion, specifically Islam, on corporate governance statement disclosure in the annual reports of three major Malaysian banks, both conventional and Islamic banks. It has been argued that given the characteristics and values espoused by Islam, there is an expectation that in Malaysia, an Islamic organization ‐like the Bank Islam ‐ should make additional governance disclosures that would set it apart from conventional banks. The evidence thus far seems to suggest that the role of Islam has not been as expected. Specifically, being an Islamic organization (by virtue of label attached to and/or the nature of its operations) and/or having Malays/Muslim directors leading such Islamic organization have not resulted in better corporate governance practices and disclosure relative to other secular banking institutions that have fewer Malay/Muslims directors. Possible implications of these findings are proffered in the paper.

The purpose of this study is to investigate the influence of corporate governance and human governance on management commentary disclosure among Malaysian Public Listed in the Main Market, Bursa Malaysia.

The annual reports of 150 companies listed on the main market, Bursa Malaysia, for the year ended 2014, are examined to analyze the company’s management commentary disclosure using content analysis. A management commentary disclosure index was developed based on the five elements that had been established by the Malaysian Accounting Standards Board (MASB) in Practices of Management Commentary’s framework. The study considers four corporate governance mechanisms such as board composition, board size, board’s education and ownership structure. Structural equation modeling (SEM -PLS), partial least squares (PLS) and SmartPLS software were used to measure the impact of corporate governance and human capital on management commentary disclosure.

The results reveal that most of the information disclosure by Malaysian Listed companies was not presented in a complete and balanced manner and not providing an insight because they are more focused on describing the process. Besides, there was no clear link between companies’ strategies and performance measure. Consequently, the reporting is not balanced and cannot assist the shareholders in understanding the opportunities and risk associated with the business. The results, based on a structural model, indicated that only two variables, namely, board size and board independence, showed a positive and significant influence on the degree of disclosure information of management commentary. Board independence is the most significant variable that influences the degree of corporate governance and human capital on management commentary disclosure.

The study contributes to the information disclosure literature as it presents in empirical evidence proving that governance mechanism affects the management commentary disclosure of information by companies. This study also provides additional information which is expedient to other researchers since there is lack of studies in management commentary which relates the attributes of corporate and human governance mechanisms as key drivers in providing management commentary information. Importantly, this study will stimulate the interest of academics in research activities concerning the attributes of governance mechanisms and corporate and human governance on management commentary activities.

This paper aims to provide insight whether disclosed compliance with the German Corporate Governance Code (GCGC) leads to higher valuation on the German stock market.

Based on agency theory, stakeholder theory and institutional theory, the authors conduct a meta-analysis and evaluate the value relevance of the compliance with the GCGC.

The research finds that compliance with the GCGC is mainly not a value-relevant factor for German companies listed at the Frankfurt Stock Exchange.

The research considered is not fully comparable with regard to observation date, full integration of the GCGC rules and company selection/sample size. Future research is encouraged to research the valuation effects of compliance with the GCGC for a longer time horizon, the use of uniform performance measures and the integration of all GCGC rules.

Compliance with the GCGC has not proven to be a value-driver for German listed companies. The authors recommend companies to search for opportunities to make their corporate governance more comprehensive by expanding their corporate governance reporting and thus providing deeper insights on how their processes of management and control work.

The paper is the first investigation integrating the results of ten years of “code compliance – market valuation” research in Germany. We detect reasons why soft law regulation by corporate governance codes did not function on the German stock market. We additionally address behavioral aspects why investors do not give enough relevance to companies’ corporate governance statements so far.