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09988723
Steven Walker
Steven Walker
Research Institute for Business and Management
Manchester Metropolitan University
All Saints Campus
Oxford Road
Manchester
M15 6BH
E-mail: 09988723@stu.mmu.ac.uk
Abstract
Amongst the abundance of theory surrounding the value of the firm several refer to
investments strategies to enhance portfolio values and create positive long term
returns.
The purpose of this review is to obtain a snap shot of current research findings from
a critical review four relevent empirical literary papers with the objective of gaining a
greater understanding of the claim that improved adoption of corporate governance
principles by firms positively affects equity value.
The methodology used to achieve our objective will be a critical review and analysis
of recent and relevent research papers to see if there are conclusions that can be
drawn or inferred from such research and also to determine whether commercially
produced governance rankings available from credit rating companies provide
reliable indicators for assessing a firms adoption of governance principles. The idea
being that firms with low governance rankings may as yet have an unrecognised and
inherent equity gain that could attract potential investors who wish to engage with the
board to improve the firms adoption and disclosure of governance principles that
would be recognised by the market and create increased demand positively affecting
equity values.
The findings of this review suggest that, in accordance with the findings of Drobetz et
al, 2003 and Abdullah and Page 2009, the market already assumes that firms
governance strategies incorporate the principles of governance and as a
consequence thereof equity values already reflect any gain.
The implications for investors are clear that there unlikely to be many short term
gains still available and additionally there are sufficient reasons to doubt the
reliability of commercially generated governance scores as an investment guide.
Keywords: Corporate Governance, Governance Scores, Equity values and Investment Strategy
Contents
Introduction and Aim
Literature Review
Conclusion
Appendix
Detailed work-plan
self regulate in any event and short term equity gains resulting from governance
compliance cannot be so easily maintained in a free market economy simply by
making investment decisions based on particular on scoring methods, however
knowledge of shareholder activity does result directly from observing investor activity
and probably adopts a fairly realistic approach over time.
Research Philosophy
Literature Review
A brief History of Corporate Governance
The need for corporate governance arises out of the gap in professionally managed
listed companies between the rights of shareholders and the operational control
exercised by the board of directors, referred to as the principalagent issue.
In 1992 the UK government established the Cadbury Committee to review the issues
surrounding companies governance whose objective was to raise standards in
corporate governance here in the UK. Prior to the publication of the Cadbury Report
the governance of UK Companies was largely regulated by provisions of the
Companies acts, practice, and for listed companies the LSE listings requirements. In
the post-Cadbury era, listed UK companies have gradually converged towards a
system of internal control and risk management that conform largely to the principles
contained in the Turbull Guidelines of 2003 based along similar lines to the US
COSO/SOX model, both of which are the precursors to the latest version of the (UK)
Corporate Governance Code issued by the FRC in 2010 in the UK which retains the
flexibility of the comply or explain approach.
The development of the UK Combined Code 2010
Following the recent and global financial crisis in 2007, attention once again focused
on the application, practice and disclosures recommended by corporate governance
principles applicable to listed UK companies. The example of the 2007 credit
crunch, in which colossal troubles in the global financial sector rapidly transmitted to
non-financial sector, clearly illustrates the need to understand how corporate
governance interacts with financial performance, and further raises the question of
whether more robust compliance, disclosures and effective regulation relating to
corporate governance principles might protect, or at the very least soften the blow,
experienced by investors from receiving sudden and unexpected drops in the value
of their investments.
This led to policy reviews of UK corporate governance undertaken in 2009 by the
FRC in their review of the Combined Code and the Walker Review of corporate
governance in UK banks and other financial entities. The reviews found relatively
little concern among respondents about the quality of governance in UK companies
and respondents believed that governance, and the dialogue between companies
and shareholders had improved. Main concerns arose partly because of corporate
failures and gross strategic errors by companies, which included some of the UKs
high street banking institutions. It would seem that a reasonable objective of good
governance would be to reduce the riskiness of corporate performance and the
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researchers sent out a detailed questionnaire with all thirty governance proxies to all
firms in the four principal market segments in Germany comprising in total 253 firms.
The research aim was to assess the relationship between equity returns and their
own constructed Corporate Governance Score which they abbreviated to CGR. The
research indicated that an investment strategy that bought high-CGR firms and
shorted low-CGR firms would have earned abnormal returns of around 12 percent on
an annual basis during the sample period. Thus, if corporate governance matters for
firm performance, and this relationship is fully incorporated by the market, then a
stock price should quickly adjust to any changes in firm-specific governance.
Importantly they concluded that as soon as firm-specific corporate governance
practices were adopted the required return on equity decreased. This implies a
higher firm valuation. In line with this hypothesis, the research finds a strong
relationship between the corporate governance rating (CGR) and firm values.
Finally later research reviewed by (Abdullah and Page, 2009) examined the
performance of non-financial FTSE 350 companies in the UK, in relation to their
governance structures. Their research reviewed recent investigations into whether
companies with particular corporate governance characteristics outperformed other
companies and achieved lower levels of risk. The three governance characteristics
investigated were board independence, board size, directors ownership of equity
and the extent of ownership by large block shareholders, such as Institutional
investors. Their research used financial information, corporate governance data and
ownership data, derived from Thomson Financial Datastream and Pensions Industry
Research Consultancy, for non-financial companies in the FTSE 350 as at 31
December 1999 and/or 30 June 2004. Their research revealed no clear systematic
relationship between governance factors and improved performance, and no strong
evidence that governance reduces risk. This finding perhaps supports the theory that
the UK market had incorporated governance principles and that shareholders
assumed good governance when determining their investment portfolio acquisitions.
(Balasubramanian et al., 2011) researched the corporate governance practice of
public firms in emerging markets, in this case India, and provided a detailed overview
of the practices of publicly traded firms. The research identified areas where
governance practices are relatively strong or weak and found a positive and
statistically significant association between the Indian Corporate Governance Index
(ICGI) and firm market value. However some caution needs to be exercised as
earlier research in other countries had already concluded that adoption of
governance practices does for a short time increase share prices, but once the
market has adjusted these type of gains reduce as share prices reflect an assumed
adoption of and compliance with governance provisions.
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compare governance ratings, as did Arora 2012 in his Indian research and Vintila et
al in their 2012 US research. Refreshingly Balasubramanian et al 2011used a
mixed method approach initially utilising a qualitative methods based questionnaire
to obtain their data and then subjecting the results from the questionnaires using
statistical analysis and a quantitative approach. Finally Abdullah & Pages 2009
research paper on the UK FTSE 350 comparing governance characteristics to firm
performance and risk utilised not only multiple regression analysis three performance
measures available from published information but also results obtained from an
empirical study of other relevant literature which helped to inform their research.
Discussion of the findings and conclusions drawn by researchers
The research conducted by (Abdullah and Page, 2009) found that few research
studies found a positive relationship between corporate governance and measures
of corporate performance and their research revealed no clear relationship between
governance factors and improved performance of individual companies.
This finding is not however supported by the research conducted on food and
beverage companies on the Indian markets by (Arora, 2012) who states that
corporate governance is of great significance for firms performance, and further that
investors are driven to invest in well managed firms as the markets respond
positively to better governed firms who adopt and implement good governance
practices. This research paper would suggest that as India is still considered to be
an emerging market then initial gains may still be evident, but will reduce as
governance practice increases.
In their paper issued by the European Corporate Governance Institute
(Balasubramanian et al., 2011) are also looking at the Indian market and their
research finds a positive and statistically significant association between the Indian
Corporate Governance Index (ICGI) and firm value in India, again we advise caution
as governance research based on the emerging markets in India may not as yet
have had sufficient time to adjust to post governance adoption and share prices may
not have stabilized or adjusted.
(Bauer and Gunster, 2003) research entitled empirical evidence on corporate
governance in Europe - The effect on stock returns, firm value and performance.
analyzed the relationship between different governance standards and stock returns,
firm value, and operating performance for most firms included in the FTSE Eurotop
300 in 2000 and 2001 and found in 2003 a substantial differences between the U.K.
market and the Eurozone markets. This result indicates that the U.K. market was, at
the time of the research in 2003 was still adjusting providing further support for this
papers suggestion that research conducted in the emerging market of Indian may
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well be experiencing a similar effect. However in the EU the research found that
there was a stronger relationship between governance and firm value and this
evidence might imply that corporate governance standards had already been
incorporated into share prices. In conclusion this research an explanation into the
early relationships in the UK between governance standards and share prices,
however data was drawn from an early UK governance culture market and the
results may well now be unreliable post 2012.
In 2003 German research conducted by (Drobetz et al., 2003) again followed the
Gompers G index approach and also found that an investment strategy that bought
high-rated firms and shorted low-rated firms would have earned abnormal returns of
around 12 percent on an annual basis during the sample period in 2002 leading to
the conclusion that firm-specific corporate governance matters from an asset pricing
perspective and could be regarded as an additional risk factor for which investors
require higher than expected returns. They conclude in 2003 there is no evidence for
the German market that institutional shareholder activism is associated with any
short- or long-term wealth effects. However, they believed that professional investors
would become more active in the future.
It is also significant that the findings of (Daines et al., 2010) suggest quite clearly the
possibility of significant errors in commercially produced governance scores upon
which investors may be relying suggesting that either the ratings are measuring very
different corporate governance constructs or that there is substantial measurement
error in the ratings.
When (Vintila and Gherghina, 2012) tested the relationship between firm
performance (measured by return on equity), and the ISS measure the Corporate
Governance Index or GCI, they could not validate the model. Thus, confirming
Daines, Gow & Larcker (2009) conclusion, according whom the commercial ratings
are indeed affected by a large amount of measurement error.
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Conclusion
Initially this research made an implicit assumption that firms who improved their
governance would attract shareholders to invest in their shares which would increase
the equity value of the firm. This assumption led to the research question,
do UK listed companies fully adopt the provision contained within the UK Combined
Code and properly disclose that they have done so in their financial statements, and
do investors consider commercial governance scores when making investment
decisions?
The review of empirical literature showed that on research undertaken, in 2003 and
later, in the emerging market of India, supported the theory that there were initial
short term gains to be made by savvy investors who recognised that as firms
improved their governance practices then the value of the firms share would
increase.
However research undertaken much more recently in 2011 and 2012, has begun to
question whether such gains are really still available to investors in a post
governance world where good governance is assumed and is reflected in a firms
share price, and further that the commercially produced governance scores provided
by credit scoring companies may contain significant measurement errors and be
unreliable when making strategic investment decisions.
In terms of making a contribution to existing knowledge this paper would suggest
that whilst it remains possible that governance aware and bullish investors may
make gains in emerging markets such as India or China, or the less regulated
voluntary compliance markets such as the UKs FTSE Alternative Investment Market
(AIM), it does seem that making gains on well established markets, FTSE in the UK,
or Dow Jones/ NYSE in the US, is no longer a commercially worthwhile pursuit, as
there is increasing evidence that mature markets already reflect an assumed level of
good governance and that share prices already reflect additional post governance
values.
Active and globally aware investors who have higher risk thresholds may still seek
short term governance gains in less regulated markets, or emerging markets such as
China or India, but this type of high risk investment strategy increases the risk of
incurring losses dramatically and may not be suitable for institutional investors who
seek to make consistent and steady long term gain on their investments.
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This paper establishes that although there are signs that improved governance
positively affects firm value, the effect is short lived, as investors appear to have
already accounted for improved governance compliance and that share prices have
already stabilised at new governance reflected levels.
Limitations, implications of and suggested areas for further research
No review of current research can be comprehensive and this paper considered only
four recent and relevant journal articles and reviewed only some elements of
corporate governance and found that it does appear that the market has by 2013
adjusted to a post governance share price that reflects an assumed adoption of
governance principles.
More time needs to be invested into the perfection of governance rating databases,
perhaps by creating a new, acceptable and peer reviewed corporate governance
score formula that is deemed reliable, which may then convince institutional
investors to take account of governance scores in their investment strategy and vote
with their head thus rewarding well-governed companies rather than merely voting
with their feet and punishing badly-governed companies. (Bauer and Gunster, 2003)
The message to professional investors is that by identifying firms with solid business
models in a post governance world but with a low governance score, shareholder
engagement activities may lead to higher returns until firm governance practices
improve. (Drobetz et al., 2003)
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Appendix 1.
Corporate Governance: Its effect on Share Price
2014
October
Research design
clarification
It is necessary in the
light of this initial report
to be specific about
exactly what research
question needs to be
addressed.
Specific literature
reviews on related
issues
A complete assessment
will need to be made of
all empirical evidence
surrounding governance
scores, current
investment strategy and
effects upon share
prices.
Method and
collection of data
It would seem
appropriate to collate
data not only form recent
empirical research, but
also from the compiling
and completing of a
detailed questionnaire
that would need to be
completed by a
representative cross
section of institutional
investors in the UK. It
may also be considered
appropriate to conduct
detailed interviews with a
sample of those
questioned to gather a
more in depth knowledge
of the drivers behind
investment strategy and
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March
2015
October
March
October
Results analysis
and conclusions
Drawing conclusions
from the results
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References
ABDULLAH, A. & PAGE, M. 2009. Corporate Governance and Corporate
Performance: UK FTSE 350 Companies. The Institute of Chartered
Accountants of Scotland.
ARORA, A. 2012. Relationship between Corporate Governance and Performance:
An Empirical Study from India. Journal of Finance, LVIII.
BALASUBRAMANIAN, B. N., BLACK, B. S. & KHANNA, V. S. 2011. The relation
between firm-level corporate governance and market value. A study of India.
Law Working Paper No. 177/2011 [Online]. Available:
http://ssrn.com/abstract=1586460.
BAUER, R. & GUNSTER, N. 2003. Good Corporate Governance pays off. Wellgoverned companies perform better on the stock market.: ECCE.
BAUER, R., GUNSTER, N. & OTTEN, R. 2003. Empirical Evidence on Corporate
Governance in Europe. The Effect on Stock Returns, Firm Value and
Performance. The Journal of Asset Management, 5, 91-104.
DAINES, R. M., GOW, I. D. & LARCKER, D. F. 2010. Rating the ratings: How good
are commercial governance ratings?
DROBETZ, W., SCHILLHOFER, A. & ZIMMERMANN, H. 2003. Corporate
Governance and Expected Stock Returns - Evidence from Germany. 5th May
2003 ed.: Social Science Research Network (SSRN).
FINANCIAL REPORTING COUNCIL, 2005. Internal Control: Revised Guidance For
Directors on the Combined Code (formerly known as the Turnbull Guidance).
www.frc.org.uk
FINANCIAL REPORTING COUNCIL, 2012. The UK Corporate Governance Code.
www.frc.org.uk
FINANCIAL REPORTING COUNCIL, 1999. Internal Control: Guidance for Directors
on the Combined Code (The Turnbull guidance). www.frc.org.uk
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Authors Address
Steven Walker
MMUBS (Department of Accounting and Finance)
All Saints Campus, Oxford Road,
Manchester
M15 6BH
United Kingdom
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