III. Hypotheses
Based on the aforementioned agency theory (Jensen and Meckling 1976, Fama 1980 and Fama and Jensen 1983), we are interested in examining how corporate governance affects firm performance and valuation in China. We use ROA, ROE and Tobin’s Q as our dependent variables in our regression analyses because ROA and ROE are commonly used measures for operating performance and Tobin’s Q is the widely used proxy for firm valuation in prior research. The independent variables include single-dimension measures of corporate governance, such as ownership structure and the characteristics of the board, and a multiple-dimension measurement of corporate governance as a separate approach.
Agency theory suggests that a company is better governed when it has concentrated ownership. Large shareholders have incentives and ability to monitor the management of the company more effectively. Some empirical findings support this theory. Gedajlovic and Shapiro (2002) find the ownership concentration is positively related to firms’ financial performance in Japan. Joh (2003) finds low ownership concentration is related to low firm profitability for Korean firms. These findings indicate that there is a positive relationship between ownership concentration and firm performance and firm value. Hence, our first hypothesis is:
Hypothesis 1: Firms with higher ownership concentration have better firm performance and higher firm value.
Besides ownership concentration, prior literature suggests the identity of the largest owner also affects firms’ profitability. In particular, the presence of larger institutional shareholders and foreign investors is associated with higher profitability, and large state ownership is associated with lower profitability. Xu and Wang (1999) find the presence of large institutional investors is positively associated with profitability. Bai et al. (2004) find the largest shareholder being the government has a negative impact on market valuation. Patibandla (2006) finds that foreign investors have a larger positive effect on firms’ profitability than do government-owned local financial institutions. These results indicate that the largest shareholder ’s identity could affect the performance of a firm and its market value. Hence, our second, third, and forth hypotheses are:
Hypothesis 2: Firms with an institutional investor being the largest shareholder have better firm performance and higher firm value.
Hypothesis 3: Firms with a foreign investor being the largest shareholder have better firm performance and higher firm value.
Hypothesis 4: Firms with the state being the largest shareholder have lower firm performance and firm value.
Agency theory suggests the role of the board of directors is to monitor the managers and assure the company is operated in the shareholders’ best interest. Through effective monitoring, the presence of the board of directors is deemed to reduce agency costs. A typical board includes both inside and outside directors. It is generally believed that outside directors are elected because they provide more independent judgments on the firm’s business decisions than inside directors. Bonn (2004) finds the portion of outside directors has a positive impact on ROE. Rosenstein and Wyatt (1990) find that the appointment of the additional outside director increases firm value. These results indicate
that the portion of independent directors could affect operating performance and firm value. Hence, our fifth hypothesis is:
Hypothesis 5: Firms with higher proportion of independent directors on the board have better firm performance and higher firm value.
In addition to the independent directors on the board, it is widely believed that the CEO being the chairman of the board of directors could compromise the independence and the effectiveness of its monitoring function. Some studies on dual leadership support this argument. Both Yermack (1996) and Bai et al. (2004) find that firms are more valuable when the CEO and the chairman of the board are separate. These results indicate that dual leadership might affect firm performance and firm value. Hence, our sixth hypothesis is:
Hypothesis 6: Firms with a segregation of CEO and Chairman of board of directors have better firm performance and higher firm value.
Overall, agency theory suggests that firms with better corporate governance standards perform better because of lower agency costs and more effective monitoring mechanisms. This prediction is supported by empirical studies. Brown and Caylor (2006a;
2006b) find that better-governed U.S. firms have higher ROE, ROA and Tobin’s Q. Dittmar and Mahrt-Smith (2007) find that corporate governance has a substantial positive impact on U.S. firms’ value. In addition, Gompers et al. (2003) find that better-governed US firms during the 1990s have higher ROE and Tobin’s Q. These results indicate that good overall corporate governance is associated with better operating performance and higher firm value. Hence, our seventh and most important hypothesis is:
Hypothesis 7: Firms with better overall corporate governance have better firm performance and higher firm value.
IV. Research Design
In this paper, we examine companies listed on either the Shanghai Stock Exchange or Shenzhen Stock Exchange during the period of 2001 to 2004. The data on corporate governance measures are collected or calculated from China Listed Firm Corporate Governance Research Database (CLFCG). The data on firms’ performance measures, including ROA, ROE and Tobin’s Q, are obtained or derived by using the data from the Taiwan Economic Journal (TEJ) database.
Measuring corporate governance is difficult because it cannot be directly observed and it usually involves multiple dimensions. While there is no consensus on how corporate governance can be measured, prior literature suggests several different ways to proxy for corporate governance. For instance, Bai et al. (2004) use both internal single dimensions, such as ownership structure, executive compensation, board of directors and financial disclosure, and external single dimensions, such as external takeover market, legal infrastructure, and product market competition. Gompers et al. (2003) create a 24-factor G-index to measure corporate governance and Brown and Caylor (2006a; 2006b) use 51 corporate governance provisions to create a broader measure. Other empirical studies examine the impact of a single dimension of corporate governance, such as ownership concentration and the separation of CEO and the chairman of the board. In this study, we use both approaches to measure corporate governance.
4.1 Single-Dimension Corporate Governance Measures
To test Hypotheses 1 through 6, we estimate the following equation based on the framework provided by Bai et al. (2003).
ROA/ROE/Tobin’s Q = α0 + α1*TOP1 + α2*TOP2_10 + α3*INSTITUTION + α4*FOREIGN + α5*STATE + α6*INDEPENDENT + α7*DUAL + α8* LASSETS + α9* CSRATIO + α10* ISRATIO + α11* LEVERAGE + ε (1)
Where ROA = return on asset, net income divided by total assets; ROE = return on equity, net income divided by equity; Tobin’s Q = measure of firm valuation3;
TOP1 = percentage of the shares owned by the largest shareholder;
TOP2_10 = log of the sum of squares of the percent ownership by the second to the tenth largest shareholders;
INSTITUTION = 1 if the largest shareholder is an institutional investor and 0 otherwise;
FOREIGN = 1 if the largest shareholder is a foreign investor and 0 otherwise; STATE = 1 if the largest shareholder is the State and 0 otherwise;
INDEPENDENT = percentage of independent directors serving on the board; DUAL = 1 if the CEO and the chairman of the board of directors are separate and
0 otherwise;
LASSETS = log of total assets;
CSRATIO = capital (book value of total tangible assets) to sales ratio; ISRATIO = operating income to sales ratio;
LEVERAGE = total debt to total assets ratio; and
ε = the error term.
We expect a positive sign for the coefficient of TOP1, a measure of ownership concentration, since earlier studies (e.g., Gedajlovic and Shapiro 2002; Joh 2003) find that ownership concentration is positively associated with firm performance and valuation. The coefficient of TOP2_10 is expected to be positive since high concentration of non-controlling shareholders has a positive impact on performance and valuation as evidenced by Bai et al. (2003).
Ownership variables, INSTITUTION, FOREIGN, and STATE, are dummy
variables that are coded as one if the largest shareholder is institutional investors, foreign
3 We follow Chung and Pruitt (1994) and Bai et al. (2004) where Tobin’s Q is calculated using Tobin’s Q = (MVCS+BVPS+BVLTD+BVINV+BVCL-BVCA)/BVTA, where MVCS = market value of the common stock; BVPS = book value of the preferred stock; BVLTD = book value of the long term debt; BVINV = book value of the inventory; BVCL = book value of the current liabilities; BVCA = book value of the current assets; and BVTA = book value of the total assets. All variables are measured using year-end values).
investors, or the local government, respectively, and zero otherwise. The coefficients of INSTITUTION and FOREIGN ownership variables are expected to be positive while the coefficient of STATE ownership is expected to be negative as predicted in Hypotheses 2 through 4. We expect the coefficient of INDEPENDENT to be positive to validate Hypothesis 5. To test Hypothesis 6, the dummy variable, DUAL, indicates whether the CEO and the chairman of the board of directors are separate. The coefficient of DUAL is expected to be positive if separate leadership is positively associated with performance as hypothesized. Based on prior literature (Bai et al. 2004; Joh 2003; Cho 1998), we include four control variables: LASSETS is a proxy for firm size; CSRATIO is a proxy
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