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Introduction
Berle and Means (1932) predicted the evolution of corporations with diffused ownership and
control concentrated in the hands of the professional managers. The prediction came true but
the separation of ownership and control brought certain problems along with it. The problem
and the associated costs are well explained by Jensen and Meckling (1976), according to whom,
the owners also called as principals, enter into a contract with the agents (i.e., managers) in
order to engage them to run the organization on the behalf of the owners. As both, the agents
and the principals are utility maximizers therefore, there are possibilities that the managers may
not function in tune with the interests of the owners or shareholders. This problem with this
contract is termed agency problem and the costs associated with this problem, agency costs.
The agency problem has also been highlighted by Shleifer and Vishney (1997), according to
whom, a manager borrows money from the financiers or from the shareholders to put them
for productive use. The financiers, in order to ensure that their money is properly utilized, enter
into a contract with the managers, because the contract cannot be a complete contract as the
residual rights lie with the managers. These residual rights give them the discretion to act the
way, they want to. It is therefore possible that they can act against the interests of the financiers.
Therefore, it is essential to reduce the managerial opportunism to the maximum extent possible.
Hart (1995), Shleifer and Vishney (1997) presented a few mechanisms, called as corporate
* Research Scholar, IIMT, IBS, Hyderabad, India. Email: manpreetgill1981@yahoo.co.in
** Research Scholar, IIMT, IBS, Hyderabad, India. E-mail: tsaivijay@gmail.com
*** Research Scholar, IIMT, IBS, Hyderabad, India. E-mail: subhashjha.iimt@gmail.com
2009 IUP.Governance
Corporate All Rights Reserved.
Mechanisms and Firm Performance: A Survey of Literature 7
governance mechanisms to curb or deal with agency problems and managerial opportunism.
Research has suggested that corporate governance mechanism deals with the ways in which
capital providers guarantee to firms of getting a return on their venture, (Shleifer and Vishney,
1997). They also propose that the corporate governance came into picture basically, for
supporting and protecting the investors from the agents, that is, to reduce agency costs.
Cadbury committee (1992) defines corporate governance as a system by which companies
are directed and controlled. OECD (2004) defines it as a set of relations among a firms
management, its board, shareholders and stakeholders, which is one of the key elements that
improves a firms performance, and the fluctuation of capital markets, stimulating the innovative
activity and development of enterprises.
Dennis and McConnell (2003) also argue in their paper that, to overcome problems in
corporate governance, different mechanisms can be applied. These mechanisms can be internal
or external, where internal mechanisms operate through the board of directors, ownership
structure (managerial ownership). Some of these mechanisms are: board of directors, ownership
concentration and disclosure. However, whether these mechanisms actually serve the purpose
of protecting the principles and creating value for them, needs to be researched. The value
creation can be measured through the performance of the firm. In this paper, we review the
literature on the relationship between the three major corporate governance mechanisms
namely, board, disclosure and ownership and the firm performance.
There have been ample research findings which have documented the positive relationships
between disclosure and firms performance. Lang and Lundholm (1993) have reported that
analysts ratings of corporate disclosure are positively related to earnings performance.
Similarly, Botosan (1997) has examined the disclosure practices of firms in the machinery
industry in 1990. The study investigates the benefits that greater disclosure create for
companies. She has concluded that disclosure policies have a positive effect on cost of capital,
but not on market liquidity. Moreover, Healy et al. (1999) have investigated whether firms benefit
from expanded voluntary disclosure by examining changes in the capital market factors
associated with an increase in analysts disclosure ratings for 97 firms in US. They have shown
that, after controlling for earnings performance and other potential relevant variables such as
risk, growth and firms size, expanded disclosure is associated with an increase in stock
performance, growth in institutional ownership, increased stock liquidity and higher analyst
coverage.
Healy and Palepu (2001) have reported that firms have incentives to make voluntary
disclosure in order to reduce the information asymmetry. Therefore, it reduces the cost of
external financing through reduced information risk which ultimately leads to better firms
performance. In the same vein, after reviewing the literature on corporate disclosure, Bushman
and Smith (2003) have presented a conceptual framework, which relates financial accounting
information to firm level performance. They have conceptualized and reported that financial
accounting information can affect the investments, productivity and value-addition of firms.
In a cross country evaluation, Khanna et al. (2004) have found that there is a positive
relationship between capitalization and the overall transparency scores. They have concluded
that past performance can also affect the degree of disclosure. For instance, profitable firms
may be more willing to disclose information to outside investors than less profitable firms.
Hence, the findings of the study do not indicate the causal relationship between the disclosure
and firms level performance. It is not clear from the studies which causes what, is it disclosure
or firms level performance?
On the other hand, there are a few research studies which have highlighted the negative
relationship between the corporate disclosure and firms level performance. One of the studies,
conducted by Archambault and Archambault (2003) has documented an inconsistent
association between firms size, as measured by total assets, and total disclosure score.
Conclusion
From the above discussion, it can be concluded that there is no concrete answer to the
relationship between the corporate governance mechanisms and a firms performance.
Literature on corporate disclosures provides plenty of support to assume that there is a link
between corporate governance disclosure and firms level performance. However, the literature
on relationship between the board characteristics and firms performance does not provide any
conclusive result. Similarly, for ownership based on the above survey of literature, one can
conclude that the exact relationship between firms performance and managerial ownership is
still ambiguous. The relationship is either positive or non-existent. This calls for more research
in this area.
2. Agrawal Anup and Charles R Knoeber (1996), Firm Performance and Mechanism to Control
Agency Problem Between Managers and Shareholders, Journal of Financial and Quantitative
Analysis, Vol. 31, No. 3, pp. 377-397.
3. Ahuja G and Sumit K Majumdar (1998), An Assessment of Indian State Owned Enterprises,
Journal of Productivity Analysis, Vol. 9, pp. 113-132.
6. Berle, Adolf and Gardiner Means (1932), The Modern Corporation and Private Property,
MacMillan, New-York.
7. Botosan C (1997), The Impact of Annual Report Disclosure Level on Investor Base and the
Cost of Capital, Accounting Review, Vol. 72, July, pp. 323-350.
10. Cadbury Code, The (1992), Report of the Committee on the Financial Aspects of Corporate
Governance: The Code of Best Practices, December, Gee Professional Publishing, London.
11. Chaganti R and Damanpour F (1991), Institutional Ownership, Capital Structure and Firm
Performance, Strategic Management Journal, Vol. 12, pp. 479-491.
12. Chahine S and Filatochev I (2008), The Effects of Information Disclosure and Board
Independence on IPO Discounts, The Journal of Small Business Management, Vol. 46, No. 2,
pp. 219-241.
13. Chandler Roy (1997), Accountability and Disclosure: Directors Remuneration in Private
Utilities, Public Money and Management, April-June, pp. 43-48.
14. Chen Ming-Yuan (2006), Managerial Ownership and Firm Performance: An Analysis Using
Switching Simultaneous-Equations Models, Applied Economics, Vol. 38, No. 2, pp. 161-181.
15. Chhibber P and Sumit K Majumdar (1998), State as Investor and State as Owner:
Consequences for Firm Performances in India, Economic Development and Cultural Change,
University of Chicago.
17. Core E, John and Larcker David (2002), Performance Consequence of Mandatory Increases
in Executive Stock Ownership, Journal of Financial Economics, Vol. 64, pp. 317-340.
18. Collet Peter and Hrasky Sue (2005), Voluntary Disclosure of Corporate Governance
Practices by Listed Australian Companies, Corporate Governance, Vol. 13, No. 2, pp. 188-196.
19. Demsetz H and Lehn K (1985), The Structure of Corporate Ownership: Causes and
Consequences, Journal of Political Economy, Vol. 93, pp. 1155-77.
20. Dennis Dianek and John J McConnell (2003), International Corporate Governance,
European Corporate Governance Institute.
21. Diamond D and Verrecchia R (1991), Disclosure, Liquidity, and the Cost of Capital,
Journal of Finance, Vol. 66, pp.1325-1355.
22. Erakovik L and Goel S (2008), Board Management Relationship: Resources and Internal
Dynamics, Management Revue, Vol. 19, No. 1, pp. 53-69.
23. Farrar J H and Hannigan B M (1998), Farrars Company Law, (4th Edition), Butterworths, London.
24. Finegold D, Benson G S and Hecht D (2007), Corporate Boards and Company
Performance: Review of Research in Light of Recent Reforms, An International Review, Vol.
15, No. 5, pp. 865-878.
25. Garg A K (2007), Influence of Board Size and Independence on Firm Performance: A Study
of Indian Companies, Vikalpa, Vol. 32, No. 3, pp. 39-60.
26. Goodstein J, Gautam K and Boeker W (1994), The Effects of Board Size and Diversity on
Strategic Change, Strategic Management Journal, Vol. 15, November, pp. 241-250.
27. Ghosh S (2006), Do Board Characteristics Affect Performance? Firm Level Evidence for
India, Applied Economic Letters, Vol. 13, pp. 435-443.
28. Hart O (1995), Corporate Governance: Some Theory and Implications, The Economic
Journal, Vol. 105, May, pp. 678-689.
29. He J and Mahoney J T (2006), Firm Capability, Corporate Governance and Firm Competitive
Behavior: A Multi Theoretic Framework, Working Paper, http://www.business.uiuc.edu/
Working_Papers/papers/06"0103.pdf
30. Healy P M, Hutton A P and Palepu K G (1999), Stock Performance and Intermediation
Changes Surrounding Sustained Increases in Disclosure, Contemporary Accounting Research,
Vol. 16, No. 3, pp. 485-520.
31. Healy P and Palepu K (2001), Information Asymmetry, Corporate Disclosure, and the
Capital Markets: A Review of the Empirical Literature, Journal of Accounting and Economics
Vol. 31, pp. 405-440.
Reference # 04J-2009-01-01-01