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Governance Quality in a “Comply or Explain” Governance Disclosure Regime

Governance Quality in a “Comply or Explain” Governance Disclosure Regime Manuscript Type Empirical Research Question/Issue Do firms take advantage of the flexibility of the “comply or explain” corporate governance disclosure regime to adopt governance practices that are best suited to their needs and value‐added to the firms as predicted by economic theories of the firm? Using the Canadian “comply or explain” corporate governance disclosure regime, we construct a board score measure based on the Canadian code's 47 “best practices.” We employ a unique approach by positing that the “explain” disclosures indicate higher agency costs of best practice adoption or indicate the ability of the firm to improve its governance practices relative to “best practices” in light of firm specific circumstances. Research Findings/Insights We find that our measure is strongly and positively associated with higher firm value and weakly and positively associated with better operational performance. Further, our measure is more strongly associated with both than best practice adoption measures. Theoretical/Academic Implications Our unique measure of governance quality reveals differences in governance efficiency and effectiveness that are consistent with the theorized advantages of “comply or explain” governance disclosure regimes. Further, our results suggest that firms in a “comply or explain” regime are not employing, on average, the discretion permitted by such a regime to avoid improvements to their corporate governance practices. Practitioner/Policy Implications Our results support the proposition that the flexibility of a “comply or explain” governance regime provides tangible financial benefits to shareholders in terms of higher firm value and returns on shareholders' equity investment. http://www.deepdyve.com/assets/images/DeepDyve-Logo-lg.png Corporate Governance Wiley

Governance Quality in a “Comply or Explain” Governance Disclosure Regime

Corporate Governance , Volume 22 (6) – Nov 1, 2014

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References (84)

Publisher
Wiley
Copyright
"Copyright © 2014 John Wiley & Sons Ltd"
ISSN
0964-8410
eISSN
1467-8683
DOI
10.1111/corg.12072
Publisher site
See Article on Publisher Site

Abstract

Manuscript Type Empirical Research Question/Issue Do firms take advantage of the flexibility of the “comply or explain” corporate governance disclosure regime to adopt governance practices that are best suited to their needs and value‐added to the firms as predicted by economic theories of the firm? Using the Canadian “comply or explain” corporate governance disclosure regime, we construct a board score measure based on the Canadian code's 47 “best practices.” We employ a unique approach by positing that the “explain” disclosures indicate higher agency costs of best practice adoption or indicate the ability of the firm to improve its governance practices relative to “best practices” in light of firm specific circumstances. Research Findings/Insights We find that our measure is strongly and positively associated with higher firm value and weakly and positively associated with better operational performance. Further, our measure is more strongly associated with both than best practice adoption measures. Theoretical/Academic Implications Our unique measure of governance quality reveals differences in governance efficiency and effectiveness that are consistent with the theorized advantages of “comply or explain” governance disclosure regimes. Further, our results suggest that firms in a “comply or explain” regime are not employing, on average, the discretion permitted by such a regime to avoid improvements to their corporate governance practices. Practitioner/Policy Implications Our results support the proposition that the flexibility of a “comply or explain” governance regime provides tangible financial benefits to shareholders in terms of higher firm value and returns on shareholders' equity investment.

Journal

Corporate GovernanceWiley

Published: Nov 1, 2014

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