II. Literature Review
Although the agency theory literature suggests that good governance could reduce agency costs and increase the return to shareholders, the empirical findings are mixed. One possible reason could be the different measures of corporate governance. In general,
two types of approaches are adopted in the empirical studies. The first approach uses a composite measure of corporate governance. For instance, Gompers et al. (2003) use data from Investor Responsibility Research Center (IRRC) to develop a Governance Index (G- Index). This G-Index summarizes 24 governance provisions, including tactics for delaying hostile takeover, voting rights, director/officer protection, other takeover defenses, and state laws. Thus, the constructed G-index is a proxy for the strength of shareholder rights. A higher G-Index indicates that there are more provisions that favor the director, so shareholder rights are limited and the governance quality is lower. Using the index, they examine the empirical relationship between G-index and corporate performance for a U.S. sample over the period of 1990 to 1999. They find that firms with lower G-Index have stronger shareholder rights, better operating performance, higher valuations and higher stock returns.
Although Gompers et al. (2003) find better governed firms have higher valuation and better operating performance (measured by the net-profit-margin and sales growth), they do not find corporate governance as a significant factor in explaining returns on equity (ROE), another widely used performance measure. Core et al. (2005) find Gompers’ inconsistent results on ROE puzzling because net-profit-margin, sales growth, and ROE are all measures of operating performance and should be similarly affected by corporate governance. Consequently, Core et al. (2005) further investigate the issue by relating G-Index to another performance measure, ROA. They argue that ROA is a better measurement of operating performance because it is not affected by the use of financial leverage and the way they compute extraordinary items. They find that the G-Index is significantly related to this operating performance measure.
However, Brown and Caylor (2006a) argue that the inconsistent results of Gompers et al. (2003) and Core et al. (2005) are not due to the choice of operating performance measures but the biasness of the G-index. They claim that Gompers’ G-index is not an effective proxy of corporate governance because most of the factors included in G-index are anti-takeover measures. Therefore, they develop a broader index, Gov-Score, to proxy for corporate governance more reliably. Using data provided by Institutional Shareholder Services (ISS), Brown and Caylor (2006a; 2006b) examine fifty-one provisions covering eight dimensions of corporate governance and create a summary index from those provisions. They show that poorly-governed firms have lower ROE, lower ROA and lower Tobin’s Q.
More recently, Cheung et al. (2008) develop 86 questions to construct a corporate governance index (CGI) for 2004 Fortune 100 largest listed Chinese companies. Those questions are based on the Organization of Economic Cooperation and Development (OECD) principles of corporate governance, including rights of shareholders, equitable treatment of shareholders, role of stakeholders, disclosure and transparency, and board responsibilities. The authors do not find any impact of their constructed CGI on the market valuation of those top 100 Chinese listed companies in 2004. However, because of the limited sample (100 companies), period (one year only), and type of sampled firms (Fortune 100 largest Chinese listed firms), it is not clear whether the results can be generalized to a wider sample over a longer period of time which render results inconclusive and in need of further investigation. Given these discussions, the most important contribution of our study is the use of a composite measure and a more diverse sample over a longer period of time to thoroughly examine (for the first time) the impact
of overall corporate governance on firms’ performance and valuation in China.
Rather than creating a comprehensive measure of corporate governance, some studies focus on examining the impact of a single corporate governance attribute, such as ownership structure and board characteristics. One stream of corporate governance research focuses on examining the impact of ownership structure on firm performance. Among these studies, Joh (2003) finds that firms with low ownership concentration have low firms’ profitability in the Korean equity market. Gedajlovic and Shapiro (2002) find a positive relationship between ownership concentration and financial performance for
334 Japanese corporations over the period of 1986 to 1991. These findings are consistent with the predictions of the agency theory, which suggests that large shareholders can reduce agency costs because they can monitor managers more effectively than small shareholders.
Furthermore, Patibandla (2006) finds similar evidence that large outside investors are able to reduce agency costs by providing more effective monitoring in the India equity market. He further identifies that the identity of the larger shareholder matters. Patibandla (2006) also finds that private foreign investors have a greater positive effect on firms’ profitability than do government-owned local financial institutions. Lehmann and Weigand (2000), on the other hand, do not find that the presence of large shareholders necessarily improves firm performance in Germany. But they do find that the presence of financial institutions as the largest shareholders of traded companies improves corporate performance. These findings suggest that it is important to consider the ownership concentration and the largest shareholder’s identity when investigating corporate governance from the perspective of ownership structure.
Another stream of corporate governance research studies the impact of the characteristics of the board of directors on firm performance and valuation. However, the empirical results are usually mixed. For instance, some studies (e.g., Fosberg 1989; Bhagat and Black 2002) find the portion of outside directors has no significant impact on ROE or ROA, while other studies find that the ratio of outside directors is positively associated with ROE (e.g., Bonn 2004) and market-to-book value (Cho and Rui 2007),
and that the appointment of the additional outside director increases firm value (e.g.,
Rosenstein and Wyatt 1990) and reduces cost of debt (e.g., Anderson et al. 2004).2
The
mixed findings suggest that the single dimension measure by itself may not be an
effective proxy for corporate governance and thus need further investigation.
In addition, some studies examine the impact of the separation of CEO and chairman since the agency theory suggests that there are higher agency costs associated with the same person holding both positions (dual leadership). This idea has been supported by Yermack (1996) which finds that firms are more valuable when the CEO and the chairman of the board are separate. Therefore, it is important to consider the role of dual
leadership in measuring corporate governance.
Due to the rapid growth of the China capital market and the unique ownership characteristics of Chinese listed firms, there is growing interest in studying the impact of corporate governance on firm performance in China. For instance, using a sample period of 1999 to 2001, Bai et al. (2004) find foreign investor ownership and high ownership concentration (among the second to the tenth largest shareholders) are positively related
to firms’ Tobin’s Q and market to book value. They also find the CEO being the chairman
2 In addition, Brickley et al. (1994) find that there is a positive average market return to announcements of poison pill when the majority of the board is independent.
of the board and the largest shareholder being the government has a negative impact on market valuation. In contrast, using data for year 2000, Wu and Cui (2002) find that firms with higher concentration in ownership have better accounting profits but worse market performance reflected by lower market-to-book ratio and P/E ratio.
Additionally, Qi et al. (2000) find that firm performance is negatively related to the government’s stake in a firm but positively related to the portion of legal-person shares for a sample of companies listed in the Shanghai Stock Exchange during the period of
1991 to 1996. However, they do not find correlation between company performance and the portion of either domestic or foreign investors’ shares. Similar results are found in Xu and Wang (1999) and Chen et al. (2006). Hovey et al. (2003) find a positive relationship between institutional ownership and firm value for all publicly listed firms over the period of 1997 to 1999.
In summary, the empirical results of corporate governance studies are mixed. As mentioned above, Brown and Caylor (2006a; 2006b) find that better-governed U.S. firms have higher ROA, ROE, and Tobin’s Q while Gompers et al. (2003) find that corporate governance is only positively associated with Tobin’s Q. From the ownership structure prospective, the impact of ownership concentration on firm performance could differ in different countries (samples). For instance, prior studies document a positive impact of ownership concentration on firm performance in India (Patibandla 2006), in China (Bai et al. 2004), in Japan (Gedajlovic and Shapiro 2002), and in Korea (Joh 2003). However, Lehmann and Weigand (2000) do not find that the presence of large shareholders improves firm performance in Germany. Based on these discussions, we can conclude that prior studies have not fully explored the impact of corporate governance on firm
performa
đang được dịch, vui lòng đợi..