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Corporate Governance in Brazil

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Abstract

Corporate governance is an issue of growing importance in developing economies, as many firms pass through significant transformations due to the combined forces of sociopolitical changes, technological progress and economic trends toward globalization. These elements, along with the structural characteristics of developing economies such as less developed capital markets and governmental interventionism, draw a picture for corporate governance practices that may, in some aspects, be fundamentally different from the practices found in European or North American contexts. In this paper we review and discuss the state of corporate governance practices in Brazil, focusing on how the governance structure of Brazilian firms has been subjected to important changes in the recent past and how even more changes are expected to happen.

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... Listed companies in BRICS have a concentrated ownership structure controlled by the family or state. The ownership structure in Brazil is highly concentrated and consists of family-owned business groups, state-owned entities, and affiliates (Rabelo and Vasconcelos 2002). In Russia, state-owned entities control pyramid corporate ownership structures by controlling golden shares, 4 issuing non-voting shares, and maintaining the single ownership of multiple companies (Abramov et al. 2017). ...
... After state-owned enterprises, family-controlled companies, affiliates, and pyramid ownership structures are prevalent in Brazil. In Brazil, 6 half of the companies have ultimate family owners who use pyramids in their ownership structures (Rabelo and Vasconcelos 2002). Brazil's capital market has undergone considerable development in the past two decades; however, the number of companies without a single controlling shareholder has grown only marginally (Crisóstomo et al. 2020). ...
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Abusive transactions with related parties are more common in a concentrated ownership structure. Previous studies have debated that the fallout of concentrated corporate ownership (i.e. sizable corporate conglomerates and corporate enterprises owned by business families or the government of the state) is high in a relatively close market. Despite the adoption of the Anglo–US model in BRICS (Brazil, Russia, India, China, and South Africa) for improving transparency, accountability, and fairness, the rate of corporate failure involving abusive related party transactions has been high. This study examines differences in related party transactions (RPT) regulatory strategies among BRICS with respect to international standards (Anglo–US model) and local conditions. The study analyses to what extent BRICS nations have adopted the Anglo–US model by comparing the RPT regulatory framework with the convergence towards the Anglo–US model, divergence from the Anglo–US model, and unfolding of a new construct in BRICS. Overall, the study finds Brazilian and Russian RPT legislation the least convergent towards the Anglo–US model and RPT legislation in India, China, and South Africa fully convergent towards the Anglo–US model. BRICS have shown persistence or resistance towards the Anglo–US RPT legal transplantation. In certain aspects, BRICS have made a concerted effort to regulate abusive RPTs suitable to their local conditions. However, RPT legislation in BRICS nations has failed to address some major governance problems caused by concentrated ownership structures (monitoring of RPTs in pyramidal companies, same RPT thresholds for group and non-group companies, dominance of controlling shareholders on independent directors’ appraisal of RPTs, and the lack of adequate disclosure requirements for RPTs).
... Brazilian context Brazilian corporate governance system is similar to that of Continental European countries. This system differs significantly from Anglo Saxon countries (USA and United Kingdom) as it is characterized by highly concentrated ownership structures and weaker legal protection of creditors and minority shareholders (Aldrighi and Mazzer Neto, 2007;Silveira, 2015;Cris ostomo and de Freitas Brandão, 2019;Rabelo and Vasconcelos, 2002). Analogous to the rest of civil-law-based nations, in Brazil, lower investor protection has led to the predominance of companies owned by controlling blockholders (Cris ostomo and de Freitas Brandã, 2019). ...
... Controlling groups are represented by the state, local family-owned business groups and affiliates of multinational corporations (Rabelo and Vasconcelos, 2002;Silveira, 2015). FBs, the most common form of organization in the country, also have a strong presence in business groups. ...
Article
Purpose This paper aims to analyze the contribution of the external director to the governance of family businesses (FBs) in different generations. The authors aim to support the literature regarding the heterogeneity of these companies, showing that the generation of the primary decision-maker is an essential factor that differentiates the FBs from each other. These differences have numerous impacts in governance structures as boards' role and composition. Design/methodology/approach The authors hypothesized that the main contribution of external directors to FB controlled by family members of the first generation is to provide resources to the company's survival. As it evolves and the later generations begin to participate as owners and managers, dealing with specific agency problems associated with this type of organization becomes essential. Four activities found in literature were tested: control of parental altruism and intrafamily divergences and provision of resources and external relations. Quantile regression (QR) was applied based on the dependent variables' characteristics, which show a strongly asymmetric distribution for all the models proposed. Findings The QR techniques and ordinary least squares (OLS) showed statistically significant results for the agency's activities when comparing the first and the second generations. The contribution of the external director in this context is to overcome the challenges associated with the beginning of sharing ownership and management. The resource provision and the establishment of the relations proved to be more critical in third-generation FBs. At this stage, the directors provide the needed resources for these companies' survival in an increasingly dynamic and complex environment. Research limitations/implications Among this work's limitations, the authors highlight the lack of a variable that captures the life cycle in which the company is. They believe that the inclusion of this control factor would bring more robust results to the analysis. Besides, they point to the condensation of the countless activities performed by external directors to just four. This generalization fails to capture the other duties and contributions of this director in the family organizational environment. Practical implications This study aims to provide guidelines so that external directors of FBs understand more clearly the needs of the companies in which they operate, whether from the first, second or third generation onward. The contribution of this director may be different for each type of organization. By understanding the weaknesses and concerns inherent to each generational stage, the external director can focus his efforts on adopting actions that effectively contribute to organizational performance. Originality/value In Brazil, most studies focus on the effects of board's composition and structure on financial results. In these papers, the data is usually secondary, found on companies' websites. The authors step further in this paper by analyzing primary data from privately held companies, which in Brazil is challenging to access. So, they believe they are surpassing the analysis traditionally found in the literature on the composition of boards of directors in terms of scope and methodology.
... O sistema jurídico seguido pelo Brasil é o de civil law, o que levanta questões sobre a proteção dos acionistas no país, bem como a concentração do capital social das empresas no mercado. Seguindo a literatura, a estrutura de propriedade brasileira é considerada como altamente concentrada, com importantes desajustes entre acionistas majoritários e minoritários (VALADARES; LEAL, 2000;RABELO;VASCONCELOS, 2002;LAZARINNI, 2011;MATOS, 2017). A partir disso, entende-se neste trabalho que a aplicação de direitos de voto diferenciais, bem como a possibilidade de formação de pirâmides, sejam importantes instrumentos para desassociar a propriedade do controle no Brasil. ...
... O sistema jurídico seguido pelo Brasil é o de civil law, o que levanta questões sobre a proteção dos acionistas no país, bem como a concentração do capital social das empresas no mercado. Seguindo a literatura, a estrutura de propriedade brasileira é considerada como altamente concentrada, com importantes desajustes entre acionistas majoritários e minoritários (VALADARES; LEAL, 2000;RABELO;VASCONCELOS, 2002;LAZARINNI, 2011;MATOS, 2017). A partir disso, entende-se neste trabalho que a aplicação de direitos de voto diferenciais, bem como a possibilidade de formação de pirâmides, sejam importantes instrumentos para desassociar a propriedade do controle no Brasil. ...
Thesis
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A teoria da complexidade, aliada à aplicação do estudo de redes, tem sintonia com a teoria econômica da Escola Austríaca,formando os três grandes pilares desta análise. Utilizando estes conceitos, procura-se entender a estrutura de capital de duas formas: pela ótica da produção e do sistema financeiro, tendo como inspiração a divisão do conhecimento desenvolvida por Hayek e a do capital por Lachmann. Para avançar nessa discussão, o trabalho é dividido em três partes. A pesquisa apresenta, primeiramente, questões teóricas relacionadas à teoria da complexidade e à estrutura do capital austríaca. Na parte aplicada desse trabalho, buscou-se retratar duas facetas da estrutura do capital, tendo-se consciência de que não são as únicas formas de representação. A primeira é a estrutura produtiva, retratada por meio das relações entre as atividades produtivas a partir da ideia de conhecimento compartilhado, mediante o uso da classificação de ocupações. Encontrou-se que na economia brasileira as atividades mais centrais têm predominância de ocupações de baixa sofisticação, enquanto as mais sofisticadas estão na periferia, dificultando o fluxo de conhecimento. Além disso quando apenas as ocupações sofisticadas são consideradas, os caminhos na rede são mais longos, indicando que as conexões com maior conhecimento são mais esparsas. A segunda contribuição aplicada, procurou tratar a estrutura financeira, compreendida por intermédio dos vínculos de propriedade, formando padrões complexos. A estrutura dessas relações reflete o controle financeiro e os big players. No Brasil, a estrutura financeira é altamente concentrada, organizada em pirâmides, em que instituições relacionadas ao governo e do setor do setor financeiro são as detentoras do controle efetivo.
... The property relationships between firms represent an opportunity to examine how the structure of the entire economical system affects each company. 15 The literature emphasizes the separation between ownership and control. The owners with cash-flow rights (shareholders) have the right to receive dividends. ...
... 40 Despite being the eighth economy in the world, Brazil is only seventeenth in the worldwide market capitalization, in the stock exchange rank of the Brazilian Securities, Commodities and Futures Exchange (BM&FBOVESPA). It is well known that Brazilian ownership structure is concentrated, with important conflicts between majority and minority shareholders (see [15], [16], [17], [18], and 45 [19]). As a consequence, different agency problems might appear. ...
Article
The aim of this work is to detect how the Brazilian financial ownership is distributed and who are the owners of control. By using ownership relations between the firms listed in the Brazilian stock market, ownership and control networks are constructed. Indirect ownership and control are also obtained. Suitable centrality measures and the assortativity coefficient allow to assess the structure of the connections between nodes, by discovering the hidden patterns of control in the Brazilian market.
... ε is term an error term that is examined as firm-specific effects on the firm performance. Rabelo and Vasconcelos, (2002) describes the position of corporate governance in Brazil. ...
Article
The research reviews a large corpus of literature on BRIC countries to investigate the relationship between corporate governance and business performance. The study's main goal is to compare corporate governance practices implemented by BRIC enterprises. The study addressed the issues that BRIC nations encountered while implementing corporate governance practices, as well as the causes for such challenges. According to the literature, company law, financial stability, competitiveness, business culture, and financial development are reasons for inconsistency in BRIC corporate governance practices. The underlying relationship between corporate governance and firm performance was found inconsistent as a result of continued development in corporate governance practices in BRIC nations which is endorsed from industrialized nations in order to attract external finance and to decrease the cost of capital.
... While these studies are germane, their outcomes may not apply to Africa. For instance, Rabelo and Vasconcelos (2002) argue that corporate governance practices used in developed countries are not directly applicable in developing economies because of political, economic, technological and cultural differences. This implies creating corporate governance models considering each developing country's conditions that are not directly borrowed from developed countries. ...
Article
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Purpose Corporate governance and its training in universities have become an essential addition to the educational curriculum. Despite its expansion, students still need help to grasp some concepts, affecting their academic performance. This paper examines the expected influence of gender and school libraries on comprehending corporate governance concepts in Ghanaian universities. Design/methodology/approach With the culturo-techno-contextual approach (CTCA) as the underlying theory, the study sampled 1050 undergraduate students from the selected Ghanaian public universities. The study adopted a quantitative approach, and the data were analysed using descriptive statistics and ANOVA. Findings The results show a statistically significant difference between male and female Ghanaian students in their understanding of corporate governance concepts, with the mean figures suggesting that males slightly understand corporate governance concepts more than females. The results also show a statistically significant difference among Ghanaian students studying using school libraries of varying quality in their understanding of corporate governance. Originality/value This study's novelty stems from examining the corporate governance curriculum in a developing country from the perspectives of gender and school library. Adopting the CTCA components in analysing school libraries and gender further evidences the study's novelty.
... Notably, it is challenging for African countries to maintain good corporate governance due to lack of effective regulatory frameworks, institutional frameworks, transparency, and market discipline (Rossouw, 2005). Hence, while firms in developed countries have good corporate governance (Kuchta-Helbling & Sullivan, 2002), firms in developing countries have poor corporate governance (Rabelo & Vasconcelos, 2002). ...
Article
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While the resource-based theory argued that financial slack derives firm performance, agency theory asserted that it harms firm performance. Moreover, the pecking order and corporate finance theories argued that the well-functioning financial system eliminate the agency problems and asymmetric information; and could shape the corporate governance of firms, thereby facilitate the proper use of firms' internal finance. But existing literature completely overlooked this issue. This study thus investigated the interaction effects of the banking sector and the stock market development on slack performance nexus by using African sample firms. The result confirmed that financial development eliminates the adverse effects of high available slack on firm performance but create an undesirable impact of low available slack on firm performance. Conversely, financial development weakens the favorable effect of high potential slack on firm performance but aggravate the adverse effects of low potential slack on firm performance.
... This was one of the findings in a study about corporate governance practices in developing countries the case for Kenya. The conclusion was arrived based political, economic, technological and cultural differences (Rabelo & Vasconcelos, 2002). Furthermore, Kimosop (2011) recommends in the study of relationship between corporate governance and financial performance of 41 licensed Insurance companies in Kenya that the regulator should draw minimal requirements for corporate governance in the insurance industry to serve as guideline for the insurance firms; this will improve the financial performance of these firms. ...
... Economic, political and cultural differences exist between developed and developing countries (Bokpin and Ishaq, 2009;Adegbite, 2010;Baydoun et al., 2013). Rabelo and Vasconcelos (2002) argue that factors such as economic trends toward globalisation and structural characteristics of developing countries (under-developed capital markets and government interventionism) will make the CG model different from that found in European or North American contexts. The lack of skilled human resources suggests that companies in developing economies may experience difficulties attracting those with accounting or finance backgrounds to their audit and other governance committees. ...
Article
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The role that corporate governance (CG) plays in contributing to firm performance enhancements has been widely acknowledged. However, the conduit through which CG is able to affect firm performance is an emergent theme. This paper re-examines the relationship between corporate governance (CG) and firm performance via means of causal mediation analysis using financial reporting quality (FRQ) as a mediator. The study samples 104 companies listed on the respective stock markets of nine sub-Saharan African countries, and collects annual reports data spanning over a period of 2007 to 2019 for analysis using causal mediation. The study finds that a causal relationship exists between CG and firm performance, albeit through the transmission mechanism of FRQ. Again, the study finds that CG positively affects firm performance both directly and indirectly through the mediation of FRQ. The study is useful in highlighting for mangers and CG practitioners attention, an important channel through which CG would favourably affect firm performance, being FRQ. The current study is unique, in that it is the first panel multi-cross-country investigation within Africa to introduce FRQ in the study of the relationship between CG and firm performance. It therefore extends the agency theory by employing FRQ as a mediating variable in the CG—firm performance nexus within the African context.
... Economic, political and cultural differences exist between developed and developing countries (Bokpin and Ishaq, 2009;McGee, 2009;Adegbite 2010;Baydoun et al. 2012). Rabelo and Vasconcelos (2002) argue that factors such as economic trends toward globalisation and structural characteristics of developing countries (under-developed capital markets and government interventionism) will make the CG model different from that found in European or North American contexts. The lack of skilled human resources suggests that companies in developing economies may experience difficulties attracting those with accounting or finance backgrounds to their audit and other governance committees. ...
Article
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This paper investigates the level of corporate governance quality (CGQ) of firms in sub-Saharan Africa and the factors that determine this CGQ as a build-up of the study of Waweru (Waweru, Managerial Auditing Journal 29:455–485, 2014). The study’s sample comprises 104 companies listed on the respective stock markets of nine sub-Saharan African countries. The data are collected from annual reports from 2007 to 2019, a total of 1108 firm-year observations. Both static and dynamic panel data models are used in the analyses. The study established that the CGQ of firms in Sub-Saharan African capital markets is weak thus disputing the findings of Waweru (Waweru, Managerial Auditing Journal 29:455–485, 2014). The study also concludes that IFRS adoption, asset tangibility, ownership concentration, audit quality, firm size and national regulatory quality are the most consistent predictors of CGQ of firms in sub-Saharan Africa. The other determinants of CGQ include listing tenure, business operating tenure, leverage, firm growth opportunities and macroeconomic misery index. The novelty of this study stems from its consideration of a larger cross-country panel dataset from sub-Saharan Africa to extend the work of Waweru (Waweru, Managerial Auditing Journal 29:455–485, 2014). Again, the study’s introduction of the economic misery index and regulatory quality variables as determinants of CGQ extends the agency theory by demonstrating how macroeconomic factors and the quality of the national regulatory environment can influence governance at the firm level.
... The situation is more prevalent in developing countries where large concentration of ownership is more evident while the stock markets are weak. In those countries there is a higher degree of economic uncertainties coupled with weak legal controls and investor protection, and frequent government intervention; all resulting in poor performance (Rabelo and Vasconcelos, 2002). Based on the above discussion, the first research hypothesis is as follows: ...
Conference Paper
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It investigates the Effects of Corporate Governance on Bank Financial Performance
... In addition to these studies that focus on the structured CG principles compliance reports, there are other studies related to the CG principles in the literature. For example, Shleifer and Vishny (1997), La Porta et al. (1999), Sarkar and Sarkar (2000), Claessens and Fan (2002), Rabelo and Vasconcelos (2002), Demira g and Serter (2003) investigate the relationship between the CG principles and ownership structure. Besides, Chatjuthamard et al. (2022) uncover the relationship between the CG principles and chief executive officer (CEO) power that is a significant issue in terms of the BoD size and structure. ...
Article
Purpose This paper aims to determine priority issues in the corporate governance (CG) principles to increase CG rating notes of publicly traded companies. Design/methodology/approach This study defines the priority issues for publicly traded companies that should be focused to increase the CG rating notes. In this context, this study considers the companies in Borsa Istanbul CG index (XKURY), use data for 2018, 2019, 2020, and applies machine learning algorithms. Findings Overall, importance of each CG principle changes for the CG rating notes; first five CG principles in terms of significance have a total of 43.6% importance for the CG rating notes; following a straight-line approach in completing deficiencies of the CG principles cannot help increase the CG rating notes. Hence, empirical results highlight the impact of the most significant CG principles in terms of the CG rating notes that should be focused on by publicly traded companies so that CG ratings can be increased. Research limitations/implications This study uses Turkey data and considers publicly traded companies in the XKURY index. The main cause of this condition is that consolidated data of compliance report format for all publicly traded companies cannot be obtained. Practical implications The publicly traded companies can increase the CG rating notes by considering the results of this study while focusing on priority issues in the CG principles. Social implications The study determines the most important CG principles that companies can focus on, highlights the importance of usage of machine learning algorithms in determining the most influential CG principles in terms of the CG rating notes and reflects on the difficulties for gathering consolidated CG principles compliance reporting data for all publicly traded companies. Hence, societies can have better companies that are ruled more efficiently and corporately by increasing their compliance with the CG principles. Originality/value To the best of the authors’ knowledge, this is the first empirical study that determines the priority issues to increase the CG rating notes of publicly traded companies based on the new CG principles compliance reporting scheme in Turkey. Following this aim, machine learning algorithms, which can present better results with regard to most of the econometric models, are used in this study.
... However, Claessens and Fan (2002) observe that after the Asian Financial Crisis in the late nineties, several Asian governments have been introducing an Anglo-American model of corporate governance because the government found that due to the family dominated ownership pattern capital has been being misallocated and the signaling effect of stock prices and other market forces were not functioning. On the other hand, Rabelo and Vasconcelos (2002) observe that due to the unique political and economic situation in the developing countries it becomes difficult for them to imitate a western model of corporate governance. ...
... However, Claessens and Fan (2002) observe that after the Asian Financial Crisis in the late nineties, several Asian governments have been introducing an Anglo-American model of corporate governance because the government found that due to the family dominated ownership pattern capital has been being misallocated and the signaling effect of stock prices and other market forces were not functioning. On the other hand, Rabelo and Vasconcelos (2002) observe that due to the unique political and economic situation in the developing countries it becomes difficult for them to imitate a western model of corporate governance. ...
Article
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This study seeks to examine the performance of the current code of corporate governance in Bangladesh after eight years of its promulgation in 2006 and also examines the scope for a mandatory model of corporate governance instead of the current one since the existing literature suggests the underperformance of the current code. The study uses a likert scale questionnaire method providing scope for respondents' personal observations. It covers a wide range of stakeholders such as managers, directors, regulators, auditors, legal professionals and small investors so that the true reflection on the performance of the code could be found. The study finds that there is a general consensus among the respondents that the current voluntary code of Bangladesh is not fulfilling the desired expectation regarding investor protection, disclosure and auditor independence. The study also finds that the judiciary of Bangladesh lacks capability to provide protection to the investors in cases of shareholder abuse. The respondents have agreed that a mandatory model of corporate governance would provide better transparency and protection. This paper adds to the existing literature by broadening the scope for further research on the performance of the corporate governance code and related issues in Bangladesh and countries with similar perspective.
... political, economic and technological factors(Mensah 2002;Rabelo &Vasconcelos, 2002;. Therefore, this section will review previous studies that have been conducted regarding CG in developing countries in general and those in the countries of the Middle East and North Africa (MENA) in particular, in order to provide a deeper understanding and a comprehensive presentation of CG in these countries. ...
Thesis
The thesis critically evaluates the corporate governance (CG) phenomenon in Libya as a case study, specifically in the Libyan banking sector (LBS), in order to investigate whether is it implemented or not. To achieve the research objectives, four sub-questions are studied under the main question, including which factors influence the actual implementation of CG and the level of compliance of Libyan Commercial Banks (LCBs) with the Libyan Corporate Governance Code (CGC) 2010 for banks, together with an investigation of factors that may hinder LCBs’ efforts to adopt effective CG practices and an exploration of the strategies of the Central Bank of Libya (CBL) to overcome these issues. The research involved a qualitative approach through intensive fieldwork with in-depth interviews and documentation reviews in order to collect the required data, within the framework of agency, stakeholder and new institutional theories of CG. Six LCBs were selected as representative of the Libyan Banks, in addition to the CBL. The results of the findings reveal that the implementation of the CG Code 2010 in LCBs is still in the early stages. The weakness of supervision and absence of training, as well as lack of knowledge, are the main challenges to LCBs in complying with good CG practices. Furthermore, institutional factors have played a major negative role in hindering progress in complying effectively with the CGC, including political stability, together with legal and regulatory, social, and cultural factors. The political stability factor has an impact on both legal and regulatory aspects and on the CBL and their follow-up and supervision. The findings also reveal that there is an absence of the CG, audit, and risk management committees that represent important principles of CGC.
... Developing countries are different from developed countries in several ways: their markets are less mature, are far less regulated, there is far more economic uncertainty, and institutions have not been properly developed, more political interventions and the presence of individual biases. Significant differences are available in the corporate governance practices of developed and developing economies (Rabelo and Vasconcelos, 2002). ...
Article
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The purpose of this study is to develop a single variable, which would be a combination of internal and external qualitative attributes influencing the governance of firms listed on the Pakistan Stock Exchange from 2006 to 2019. A single set of Governance Index was developed, which was the combination of board composition, board leadership structure and ownership structure by foreign investors, financial institutions and block holders. Firms have been selected from thirteen different sectors of the Pakistan Stock Exchange excluding the financial sector. The results of the study showed that the governance index which aggregates three sets of governance attributes, is significantly and negatively related to systematic risk. However, governance index significantly and positively related to earning risk. Previously many studies have explored the relationship between different governance attributes and firm performance, and these studies have produced a mixed set of results. A small number of studies have investigated the relationship between governance attributes and firm risk. In addition, most of these studies are limited to the financial sector. The current study uses a broad agency framework to extend work on firm risk and governance attributes in developing markets such as Pakistan.
... The role of corporate governance and in particular the board of directors cannot be underestimated in a developing country like Ghana where investor protection is weak (Klapper & Love, 2004). Ghana, a developing country is characterised by economic uncertainties, a weak legal system, weak investor protection, an illiquid stock market and recurring government interventions (Rabelo & Vasconcelos, 2002). Recently, the country has been ranked by Forbes Magazine as the ninth worst-management economies in the world (Fisher, 2011), suggesting that firms operating in such economic environment performance may be negatively affected. ...
Article
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This paper examines whether and how firm performance is influenced by board practices in Ghana. The analysis shows that chief executive officer (CEO) duality has a negative impact on firm performance, evidence that supports agency theory’s position. Further analysis shows that the smaller Ghanaian board size appears to be optimal because it has a positive impact on firm performance. However, the larger non-executive director representation on the board has no impact on firm performance. Overall, these results suggest that the Ghanaian firms should be encouraged to separate the role of CEO and the board chair positions, have a board size of between eight and nine, and make good use of non-executive directors’ time in the board decision process if they are to achieve better performance.
... Greenbury Report (1995), Hampel Report (1998) Until recently, the issue of corporate governance had gained minimal attention in the developing world. However, the increasing globalization of the world economy and the adoption of IMF/ World Bank-led economic reforms, coupled with recent financial scandals in the West, are now driving the surging interest in corporate governance practices in several developing countries such as Ghana, Malaysia, UAE and Nigeria (Adelegan, 2001;Rabelo and Vasconcelos, 2002;Ahunwan, 2002;Reed, 2002;Gugler et al., 2003;Shamsul Nahar, 2004;Che Haat et al., 2008;Mohd Ghazali, 2010). In Nigeria specifically, as in most developed countries, observance of the principles of corporate governance has been secured through a combination of voluntary and mandatory mechanism. ...
Article
This study presents empirical evidence regarding the relationship between corporate governance and performance of a panel of twenty banks over the period of 2006- 2009. The sample of the study was drawn from the annual reports of banks listed on the Nigeria Stock Exchange over the period under review. Panel data regression models was developed and various balance-and-check tests such as Jarque-Bera, Hausman specification test, white heteroscedasticity test, and correlation analysis were undertaken in order to provide best estimate for the model. In addition, descriptive statistics such as Mean, standard deviation, minimum, median, maximum, skewness and kurtosis were obtained in order to describe the characteristics of the variables. The findings from the study shows that contrary to expectations, proportion of non executive directors on the board was negatively significant in explaining corporate performance of banks, while ownership concentration and directors ownership were statistically insignificant in explaining performance. These results can perhaps be attributed to regulatory Lapses on the part of the regulatory agencies, particularly the CBN given the fact that the CBN code of corporate governance came into force to enhance sound corporate governance practices in the banking sector after many years of corporate governance abuses . There is therefore the need for regulatory agencies to be more proactive in enforcing the codes so as to achieve the desire goals for which the codes are enacted. Keywords: Corporate governance, performance, bank
... Greenbury Report (1995), Hampel Report (1998) Until recently, the issue of corporate governance had gained minimal attention in the developing world. However, the increasing globalization of the world economy and the adoption of IMF/ World Bank-led economic reforms, coupled with recent financial scandals in the West, are now driving the surging interest in corporate governance practices in several developing countries such as Ghana, Malaysia, UAE and Nigeria (Adelegan, 2001;Rabelo and Vasconcelos, 2002;Ahunwan, 2002;Reed, 2002;Gugler et al., 2003;Shamsul Nahar, 2004;Che Haat et al., 2008;Mohd Ghazali, 2010). In Nigeria specifically, as in most developed countries, observance of the principles of corporate governance has been secured through a combination of voluntary and mandatory mechanism. ...
Preprint
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This study presents empirical evidence regarding the relationship between corporate governance and performance of a panel of twenty banks over the period of 2006- 2009. The sample of the study was drawn from the annual reports of banks listed on the Nigeria Stock Exchange over the period under review. Panel data regression models was developed and various balance-and-check tests such as Jarque-Bera, Hausman specification test, white heteroscedasticity test, and correlation analysis were undertaken in order to provide best estimate for the model. In addition, descriptive statistics such as Mean, standard deviation, minimum, median, maximum, skewness and kurtosis were obtained in order to describe the characteristics of the variables. The findings from the study shows that contrary to expectations, proportion of non executive directors on the board was negatively significant in explaining corporate performance of banks, while ownership concentration and directors ownership were statistically insignificant in explaining performance. These results can perhaps be attributed to regulatory Lapses on the part of the regulatory agencies, particularly the CBN given the fact that the CBN code of corporate governance came into force to enhance sound corporate governance practices in the banking sector after many years of corporate governance abuses . There is therefore the need for regulatory agencies to be more proactive in enforcing the codes so as to achieve the desire goals for which the codes are enacted. Keywords: Corporate governance, performance, banks
... Corporate governance theory concerns the relationship between shareholders and the firm's management. The ownership structure and the diverse relationships between a company and its complex network of stakeholders affect firms' behavior (Rabelo & Vasconcelos, 2002). From the point view of the individual companies, sound corporate governance practices should result in better financial opportunities, lower cost of capital, facilitation of the provision of funds in international financial markets, the better chance of overcoming crisis periods and increased liquidity (Nilsson, 2007). ...
Article
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The growth of Indian companies in recent years has led to a change in the nature of the economy which attracted outsider investors from developed countries who demanded robust corporate governance practices from Indian companies which made regulators and competitors gave a great effort to restructure corporate governance. Therefore, this paper aims to investigate the effect of corporate governance practices on firms’ performance, with a special reference to the Indian tourism sector. The study uses a panel dataset of 39 hotels listed on Bombay Stock Exchange (BSE) for the period from 2013/2014 to 2015/2016. The ordinary least square regression model is run for estimating the results. Findings show that board directors’ size and audit committee’s size negatively impact the performance of Indian hotels, while board directors’ composition and diligence, the audit committee’s composition and diligence, and foreign ownership positively affect the performance of Indian hotels measured by accounting proxies. Results also reveal that board directors’ size, audit committee’s size, and foreign ownership positively impact the Indian hotels’ performance measured by marketing proxies, whereas board directors’ composition; board directors’ diligence; audit committee’s composition; and audit committee’s diligence have a negative impact on the performance of Indian hotels.
... Subsequently, King I adopted most of the CG disclosure reforms in the 1992 U.K. Cadbury report (King Committee, 1994). More so, unlike most emerging countries, King I also demonstrated an appreciation of the presence of differences that rise to the need for CG between developed and emerging nations Rabelo & Vasconcelos, 2002). Therefore, in addition to asking firms to report to shareholders, King I also required firms to separately report to other stakeholders. ...
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... Like all countries, the GCC countries require effective corporate governance for many reasons, such as weak legal controls and investor protection; weak illiquid stock markets; government intervention; economic uncertainty; and high concentration of ownership (Rabelo and Vasconcelos, 2002;Dalwai et al., 2015). Accordingly, the GCC countries have begun developing their own corporate governance systems codes using international best VOL. 12 NO. 4 2018 j JOURNAL OF ASIA BUSINESS STUDIES j PAGE 553 practices as well as corporate governance principles. ...
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Purpose This study considers data for listed companies in Bahrain Bourse to determine if companies practice earnings management (EM). Further, the effect of a set of corporate governance characteristics on EM practices is examined. Design/methodology/approach The EM level was measured using discretionary accruals )DA( calculated using the Modified Jones (1995) Model. The study sample consisted of 20 companies listed during the period 2011–2015. Panel regression model was used to test the study hypotheses and achieve the study aims. Findings EM is negatively correlated with board size, confirming that a larger board is associated with a lower level of EM practices. Further, board independence is positively correlated with EM, suggesting that the larger the number of independent directors, the higher the level of EM practices. In addition, internal ownership is positively related to EM, confirming that the higher level of internal ownership increases EM practices. CEO duality does not appear to have any effect on EM in Bahrain Bourse. More interestingly, the findings reveal that companies practice EM through income-increasing DA. Research limitations/implications Financial data and data related to other corporate governance characteristics are lacking. Practical implications The results of this study provide empirical support for the development of new regulations and amendments and necessary corrective decisions regarding the effectiveness of applying corporate governance code in Bahrain Bourse. More specifically, this study reveals an urgent need for new amendments to restrict EM practices in Bahrain Bourse. Originality/value This study enriches the EM literature by covering Bahrain as an Asian country, which has not been sufficiently examined in relation to this topic. Further, this study provides a clear picture of the level of EM practices in Bahrain Bourse to multiple parties.
... Like all countries, the GCC countries require effective corporate governance for many reasons, such as weak legal controls and investor protection; weak illiquid stock markets; government intervention; economic uncertainty; and high concentration of ownership (Rabelo and Vasconcelos, 2002;Dalwai at el., 2015). Accordingly, the GCC countries have begun developing their own corporate governance systems codes using international best practices as well as corporate governance principles. ...
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Research purpose-This study considers data for listed companies in Bahrain Bourse to determine if companies practice earnings management (EM). Further, the effect of a set of corporate governance characteristics on EM practices is examined. Design/methodology/approach-The EM level was measured using discretionary accruals)DA(calculated using the Modified Jones (1995) Model. The study sample consisted of 20 companies listed during the period 2011-2015. Panel regression model was used to test the study hypotheses and achieve the study aims. Findings-EM is negatively correlated with board size, confirming that a larger board is associated with a lower level of EM practices. Further, board independence is positively correlated with EM, suggesting that the larger the number of independent directors, the higher the level of EM practices. In addition, internal ownership is positively related to EM, confirming that the higher level of internal ownership increases EM practices. CEO duality does not appear to have any effect on EM in Bahrain Bourse. More interestingly, the findings reveal that companies practice EM through income-increasing DA. Research limitations/implications-Financial data and data related to other corporate governance characteristics are lacking. Practical implications-The results of this study provide empirical support for the development of new regulations and amendments and necessary corrective decisions regarding the effectiveness of applying corporate governance code in Bahrain Bourse. More specifically, this study reveals an urgent need for new amendments to restrict EM practices in Bahrain Bourse. Originality/value-This study enriches the EM literature by covering Bahrain as an Asian country, which has not been sufficiently examined in relation to this topic. Further, this study provides a clear picture of the level of EM practices in Bahrain Bourse to multiple parties.
... The characteristic of companies in Brazil is almost the same as companies in Indonesia. Brazil is a developing country and the most companies there is publicly opened companies with dominations of family-related ownership (Rabelo and Vasconcelos, 2002). Thus, we argue that the IGOV model is the best measure to asses Indonesian manufacturing companies' corporate governance quality with certain modifications, such as a question about Generally Accepted Accounting Principles (GAAP) is modified into a question about conformity to Indonesian GAAP We use a nominal scale of 1 to answer "yes" and 0 to answer "no". ...
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This study aims to investigate whether corporate governance affects earnings management and if so whether such effect is moderated by age, gender, and educational background of board of directors. Using Moderated Regression Analysis, this study examines a sample of 55 companies listed in the Indonesia Stock Exchange for the period of 2005 to 2009. The results show that corporate governance negatively affects earnings management. Further analyses reveal that the association is moderated by age, gender, and educational background of board of directors.
... Like all countries, the GCC countries require effective corporate governance for many reasons, such as weak legal controls and investor protection; weak illiquid stock markets; government intervention; economic uncertainty; and high concentration of ownership (Rabelo and Vasconcelos, 2002;Tsamenyi et al., 2007;Dalwai at el., 2015). Accordingly, the GCC countries have begun developing their own corporate governance systems codes using international best practices as well as corporate governance principles. ...
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Research purpose-This study considers data for listed companies in Bahrain Bourse to determine if companies practice earnings management (EM). Further, the effect of a set of corporate governance characteristics on EM practices is examined. Design/methodology/approach-The EM level was measured using discretionary accruals)DA(calculated using the Modified Jones (1995) Model. The study sample consisted of 20 companies listed during the period 2011-2015. Ordinary least squares (OLS) was used with panel data to test the study hypotheses and achieve the study aims. Findings-EM is negatively correlated with board size, confirming that a larger board is associated with a lower level of EM practices. Further, board independence is positively correlated with EM, suggesting that the larger the number of independent directors, the higher the level of EM practices. In addition, internal ownership and CEO duality do not appear to have any effect on EM in Bahrain Bourse. More interestingly, the findings reveal that companies practice EM through income-increasing DA. Research limitations/implications-Financial data and data related to other corporate governance characteristics are lacking. Practical implications-The results of this study provide empirical support for the development of new regulations and amendments and necessary corrective decisions regarding the effectiveness of applying corporate governance code in Bahrain Bourse. More specifically, this study reveals an urgent need for new amendments to restrict EM practices in Bahrain Bourse. Originality/value-This study enriches the EM literature by covering Bahrain, which has not been sufficiently examined in relation to this topic. Further, this study provides a clear picture of the level of EM practices in Bahrain Bourse to multiple parties.
... The coordination of the work of internal and external auditors and enhancing good CG via BOD's oversight of management performance and financial reporting processes have also emerged over the years. (see Abbott et al., 2004;Spira, 2002;Allegrini and Greco, 2013;Muniandy and Hillier, 2015;Bliss et al., 2007;Assenso-Okofo et al., 2011;Samaha et al., 2012Samaha et al., , 2015. 2 Undeveloped capital markets, government interventionism, the absence of norms and values of business standards and weak legal system are the characteristics of most developing countries (Rabelo and Vasconcelos, 2002;Tsamenyi et al., 2007;Aboagye-Otchere et al., 2012). 3 The Listing Regulations terms of reference for ACs include: to recommend to BOD on the appointment and remuneration of external auditors; to review auditors' evaluation of the internal controls and accounting system; to review and discuss audited accounts with management, and to review the scope and effectiveness of internal audit procedure. ...
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This paper examines the perception of firms’ major ‘agency stakeholders’ – external auditors, investors and senior management – of Ghanaian listed companies on the roles, responsibilities and desirable characteristics of an effective corporate audit committee (AC). Employing a survey approach to this study, the paper documents that ‘agency stakeholders’ in Ghana associate the role and responsibilities of AC more with firms’ internal audit function and processes than any other unit which AC has oversight responsibilities. It also demonstrates that corporate stakeholders do not attach the same level of importance to the roles, responsibilities and characteristics of AC. The paper, therefore, highlights the need for stakeholders to be aware of and consider the new dynamics of AC functions and processes with equal importance to promote effective practice.
... The coordination of the work of internal and external auditors and enhancing good CG via BOD's oversight of management performance and financial reporting processes have also emerged over the years. (see Abbott et al., 2004;Spira, 2002;Allegrini and Greco, 2013;Muniandy and Hillier, 2015;Bliss et al., 2007;Assenso-Okofo et al., 2011;Samaha et al., 2012Samaha et al., , 2015. 2 Undeveloped capital markets, government interventionism, the absence of norms and values of business standards and weak legal system are the characteristics of most developing countries (Rabelo and Vasconcelos, 2002;Tsamenyi et al., 2007;Aboagye-Otchere et al., 2012). 3 The Listing Regulations terms of reference for ACs include: to recommend to BOD on the appointment and remuneration of external auditors; to review auditors' evaluation of the internal controls and accounting system; to review and discuss audited accounts with management, and to review the scope and effectiveness of internal audit procedure. ...
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Chapter
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As Corporate governance refers to how and for what reason corporations are regulated and determines who is motivated and accountable and who takes decisions, It is therefore considered as a toolkit that helps management and the board to address the complexities of managing a business more effectively. Corporate governance ensures that companies have effective decision-making and management mechanisms in place to ensure a healthy stakeholder interest (shareholders, staff, vendors, consumers and the community). This research study aims at finding the impact of corporate governance on firm performance. The variables used in this research study are board independence, board size and CEO duality for independent variables and for the dependent variable it is return on equity (ROE) and return on assets (ROA) which are used in order to comprehend corporate governance. Methodology: There has been a use of quantitative research method that in order to analyze the information via secondary data collection from a panel data collected from 2015 to 2019 from specific financial institutions in Malaysia based on quota sampling method for data collection, which are analyzed with the software Eviews. Result & Findings: the first findings of the study demonstrated that board size as a significant impact on return on equity (ROE) in the Malaysian banking sector and that board independence and CEO duality do not have a significant impact on return on equity (ROE) in Malaysian banking sector. The second findings of the study indicates that board size and CEO duality have significant impact on return on assets (ROA) and that board independence does not have a significant impact on return on assets (ROA) in Malaysian banking sector. Therefore, this research study is going to be helpful in order to understand the real meaning and impact of an effective corporate governance as this research focuses on the plain comprehension of governance that companies, shareholders of companies and also other interested stakeholders shall be taking in terms of understanding the board composition which is probably going to have a significant impact on the company business
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Governance in the food system has become a key topic of discussion in light of the 2007-08 food price crisis. Of special importance has been the shift to include the role that non-state actors are likely to play in achieving food security under global environmental change (GEC). This paper aims to compare private sector food system governance trends in two emerging economies, Brazil and South Africa. It focuses on practices around adaptation, an area largely neglected in climate change discussion, yet a critical factor in coping with the societal consequences of GEC. This study identifies several processes, particularly within the retail sector, that could indicate normative mechanisms through which ‘good governance’ can be translated into practice.
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Purpose This study aims to examine the impact of corporate governance mechanisms on financial and non-financial aspects of firm performance in medium and large-scale manufacturing firms in Ethiopia. Design/methodology/approach The cross-sectional survey and simple random sampling methods are adopted while the data collection is through a questionnaire that covers five corporate governance indicators consisting of the board independence, board effectiveness, shareholders role, internal audit effectiveness (IAE) and disclosure and transparency. The dimensions of firm performance were indicated by six firm performance indicators of customer and market (CM), internal process (IP), differentiation, efficiency, competitive position (CP) and financial (organizational) performance (OP). The covariance-based structural equation modeling (SEM) with the maximum likelihood parameter estimation technique was used to perform the data analysis. Findings A significant positive relationship has been found between the independence of the board of directors and firm performance (especially with respect to differentiation, OP, CP and IP). However, the board of directors’ effectiveness showed an unexpected result, significant negative effect on differentiation, OP, CP, CM and IP. The study also indicates a positive significant effect of disclosure and transparency on differentiation, CP and OP. However, the coefficient on the CM construct of firm performance is negative and significant. A significant negative linkage has also been revealed between IAE and two constructs of performance: differentiation and CP. One of the important findings of the study is that shareholders’ role has a significant positive impact on both board characteristics (board independence and board effectiveness) and firm performance (differentiation, efficiency, CP and OP). Research limitations/implications The study has two potential limitations. First, in comparison to prior studies, this study is based on a small sample size which limits the generalizability of the findings. Different scholars have suggested (Anderson and Gerbing, 1984, 1988; Iacobucci, 2010; Hair et al. , 2019) that SEM requires a large sample size to test the hypothetical model. Thus, future research can further investigate the link between corporate governance and firm performance by using a larger sample size to achieve more reliable results. Second, the current study used a quantitative approach only, but prior studies (e.g. Ahrens and Khalifa, 2013) suggest a qualitative approach to more investigate and reach a very conclusive idea on corporate governance. The approach is currently receiving growing popularity in the literature. Practical implications The findings of the study would have measurable implications for different stakeholders who are in the position of supporting or regulating manufacturing firms. First, the findings give a clue about how a firm can design a good corporate governance system. Second, managers of the firm can get a hint or tip from the result that might help as input for designing strategies. Finally, it might help policymakers to understand and think about the very crucial role of active participation of shareholders in curtailing/reducing agency cost and enhancing firm performance apart from (beyond) the conventional corporate governance mechanisms (board of directors, internal audit, disclosure and transparency). Originality/value This study seeks to extend and contribute to the current literature in several ways. First, in contrast to previous studies, this study used both financial and non-financial performance measures and thereby providing new empirical insights relating to the non-financial performance measures. Second, this study provides a new result that the role of shareholders has a direct significant positive impact on board characteristics (i.e. board independence and board effectiveness) and firm performance. Finally, this study has come with a new insight that disclosure and transparency is a major driver of firm performance.
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The cost of failure of a single corporate has a fatal impact on the economy. In addition to the macroeconomic conditions leading to corporate collapse, management is responsible for developing and implementing a sound system of risk management and internal control in order to avoid such collapses. As a result, discussions on governance and risk have reached an unprecedented level for academics and practitioners. Moreover, risk exposure and management are increasingly becoming the foremost functions of modern business enterprises. However research that integrates corporate governance and risk has been limited. This study examines therefore the impact of corporate governance practices on corporate risk of listed companies in the Colombo Stock Exchange in Sri Lanka. The Board structure, Board Independence and Board procedures were considered as independent variables, whereas, corporate risk as dependent variable. The corporate risk represented the financial, operational and market risks faced by the companies. Furthermore the study used data from a sample of 64 listed companies for 5 years from 2014 to 2018 and employ panel regression to uncover the relationship that exists between these variables. The independent sample t-tests was used to test whether there was a statistically significant difference exist between the corporate governance practices of distress and non-distress companies. The results show that the corporate governance practices of distress companies was significantly lower than that of non-distress companies. The findings of the regression results suggest that Board independence was significantly and negatively impact on corporate risk. However, Board structure and Board procedures have no significant impact on corporate risk. The study therefore, concludes that the increased representation of independent non-executive directors of the board contributed to the significant decrease of corporate risk.
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STOCK PRICE RESPONSE TO EARNINGS ANNOUNCEMENTS: DEVELOPED VERSUS EMERGING ECONOMIES DOWNLOAD THIS ARTICLE Ahmed M. Al-Baidhani DOI:10.22495/cocv15i4art3 Abstract This study aims to evaluate the usefulness and relevance of accounting earnings disclosures, as the key determinant of stock price changes. The main objective is to examine whether earnings response coefficient (ERC) behaviour could explain more fully the stock price changes, as to the reason why the stock price change is not equal to the number of announced earnings. The study is done with data sets from five countries of the Organization for Economic Co-operation and Development (OECD) group and Malaysia. The analysis is then grouped into developed markets: Japan, UK, Sweden, and Switzerland; and emerging markets: Malaysia and Mexico, for the period 2001-2014. Two measures of abnormal returns are regressed against the size of the announced earnings. The first regression uses measures from individual events. The second regression uses a new measure; that is, from portfolios made out of all observations sorted by size of earnings into ten portfolios for each country and combination of countries. The portfolio method used was aimed at controlling possible idiosyncratic-errors-in-variables problem using individual event measures. The results using individual-event measures resulted in reasonable ERC sizes with high R2 explanatory power, a little higher than those reported in prior studies on other countries. Importantly, portfolio-based ERC is very close to the magnitude of the earnings in some tests, which supports the famous value relevance theory in accounting. This finding is new to this literature. Keywords: Earnings Announcements, Share Prices, Earnings Response Coefficient, Emerging Economies, Developed Economies, Earnings Relevance, Portfolio Method. JEL Classification: G12, G14, G21 Received: 23.04.2018 Accepted: 14.06.2018 Published online: 26.06.2018 How to cite this paper: Al-Baidhani, A. M. (2018). Stock price response to earnings announcements: Developed versus emerging economies. Corporate Ownership & Control, 15(4), 29-45. http://doi.org/10.22495/cocv15i4art3
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  • F Barca
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