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M PRA

Munich Personal RePEc Archive

Effects of Corporate Governance on the


Performance of Private Economic Groups
in Vietnam

Canh Le Quang and Kwang Soo Kim and Yu Yi

National Economics University, Vietnam, Kangwon National


University, Kangwon National University

2014

Online at https://mpra.ub.uni-muenchen.de/81062/
MPRA Paper No. 81062, posted 9 September 2017 05:15 UTC
Journal of International Trade & Commerce
Article submitted on 2014. 11. 30. 39
Examination completed on 2014. 12. 16.
Vol.10, No.6, December 2014 (pp.39-56)
Publication accepted on 2014. 12. 29.

Effects of Corporate Governance on the Performance of


*
Private Economic Groups in Vietnam
Le Quang Canh
First Author, Associate Professor, Economics at National Economics University, Vietnam
Kwang Soo Kim**
Co-Author, Emeritus Professor, Kangwon National University
Yu Yi
Corresponding Author, Professor, Department of Accounting, Kangwon National University
Contents
Abstract
Ⅰ. Introduction
Ⅱ. Literature review
Ⅲ. Methodology framework
Ⅳ. Estimated results
Ⅴ. Conclusion and recommendations

Abstract
Using the unique combined dataset of three previous surveys, this paper examines the
effects of corporate governance on the performance of large private enterprises in Vietnam.
Five measures of corporate governance and three variable proxies for performance are
employed to investigate effects of corporate governance on performance. Estimated results
show that Chair-CEO duality positively correlates with better performance, and increasing the
size of the board of directors is negatively associated with worse performance regardless of
performance measures. These empirical effects are the same across sectors, export and import
–related enterprises, and between female and male CEO enterprises. Independence of the
board has no link to performance of enterprises. Such results contribute to the extant
literature by providing empirical evidence and shedding light on understanding the effects of
corporate governance on the performance of large private enterprises in Vietnam.

Key Words : Corporate Governance, Private Enterprise, Firm Performance, Vietnam

* This paper is conducted with financial support from the National Foundation for Science and
Technology Development under the Research Project Code Ⅱ.5.2-2012.3. All research results and
recommendations in this paper do not necessarily show the view of the Foundation.
** Kwang Soo Kim is a Chair Professor at Mokpo National University and works at the World Friends Advisors of
the Korea International Cooperation Agency dispatched to the National Economics University at Hanoi, Vietnam.
40 Journal of International Trade & Commerce Vol.10, No.6, December 2014

Ⅰ . Introduction The private sector is the most


dynamic and economically efficient
Research on corporate governance sector in the Vietnamese economy. It
has been well documented in the plays a significant role, generating
literature, especially since the collapse 49.4 percent of total GDP and
of many large corporations such as employing 86.3 percent of the total
Enron, Xerox, Tyco, and WorldCom in labor force (GSO, 2013). While state
the early 2000s. Accounting scandals owned enterprises show their
implicitly took place inside those inefficiency, private counterparts have
corporations due to lack of efficient been significantly developing, particularly
mechanisms on corporate governance. after the introduction of the Law on
As a result, there was a wave of Enterprise 2005. Many private enterprises
regulations on corporate governance have developed and become large
to aid in preventing similar problems companies that follow models of
occurring in the future. Those economic groups. In practice,
regulations focused on improving the however, private economic groups (or
corporate governance environment, large private enterprises, hereafter
calling for strict application of used interchangeably) are facing many
principles of corporate governance, issues, which originate from week
implementing guidelines on the corporate governance. Main owners of
independence of the board of large private enterprises commonly
directors and audit committees of have cross-ownership in many other
firms. Sound corporate governance is companies and financial institutions,
so important that both the NASDAQ and decision making of those
stock market and New York Stock enterprises is mostly made by those
Exchange require listed companies to cross-ownership shareholders. It is
have a majority of independent “bad” corporate governance that can
directors. Regulations on corporate cause serious consequences such as
governance were enacted in those erosion of competitiveness, undermining
listed firms to enhance their corporate innovation, and eliminating transparency,
government mechanism as the priority accountability, and economic efficiency.
of financial revolution, increase of In the context of Vietnam, hidden
public confidence, enhancement of agreements, cross-ownership, and lack
corporate governance, and assurance of transparency and accountability in
of firm development. large private enterprises likely lead to
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 41

an unfair business environments, research. To our knowledge, Vo and


conflicting interest groups, corruption, Phan(2013) is among one of the first
and ultimately instability of the papers that examined the effects of
macroeconomic structure(Le, 2013). corporate governance on firm
Studies on the impacts of corporate performance in Vietnam. By applying
governance on performance of the FGLS estimation methods for 77 listed
firms are intensively documented in firms on the Ho Chi Minh Stock
the literature, and empirical results are Exchange and which were continuously
largely differentiated because of the active during the period from
wide range of measurements for 2006-2011, this paper found that
corporate governance. By using the duality is associated with better
different proxies for corporate performance, the size of the board of
governance and different datasets, the directors is negatively linked to firm
empirical results are also diversified. performance, and the structure of
For example, studies that used the ownership has no linear relationship
independence of the board of with the performance of surveyed
directors as a measure of corporate firms. Along with Vo and Phan (2013),
governance found that increasing this paper is among the pioneering
independence of the board of papers on investigating the impacts of
directors is strongly associated with corporate governance on the performance
better firm performance(Bhagat & of large private enterprises in Vietnam.
Black, 2002; Hermalin & Weisbach, The primary objective of this paper
1998, 2003), but recently Bhagat and is twofold: to develop a dataset
Bolton,(2008) found a negative describing governance and performance
relationship between board independence of large private enterprises and to
and operating performance.; Bhagat, investigate the impacts of corporate
Carey, and Elson(1999) found that the governance on the performance of
size of the board is negatively linked large private enterprises (or private
to the performance of firms while CEO economic groups) in Vietnam. This
duality concluded ambiguous empirical paper used a unique dataset of the
results (Brickley, Coles, and Jarrell, combined enterprise surveys conducted
1997). This research topic, however, by GSO, by VNR’s 500 private
has not been intensively studied in enterprises completed by VNR Vietnam
Vietnam yet because of a limited Report and Vietnamnet, and by the
dataset to support this kind of Research Project Code II.5.2-2012.3,
42 Journal of International Trade & Commerce Vol.10, No.6, December 2014

this paper found that different quite well documented in the


measures of corporate governance literature. This section briefly provides
have different effects on firm measurements of corporate governance
performance, which is proxied by and firm performance, and it also
return on assets (ROA), before-tax reviews the effects of corporate
profits, and state budget contribution. governance on firm performance
For the surveyed sample, duality is commonly found in the literature. This
positively associated with better review aids in understanding and
performance regardless of its applying measurements of corporate
measures, while the size of the board governance and firm performance in
negatively affects performance of large the Vietnamese context in this paper.
private enterprises. Those results do
not differ across sectors. The empirical 1. Measure of Corporate
results also support projections of Governance
managerial theory, stewardship theory
on the importance of Chair-CEO The term “corporate governance” is
duality and the size of the board. initially associated with the “principal-
The remainder of this paper is agent” problem. At the firm level, a
organized as follows. Section 2 “principal-agent” means a person who
discusses the relevant literature and owns a firm but is not the same
motivates our key hypotheses. Section person who controls it. In this sense,
3 introduces the development of our corporate governance is initiates from
dataset and model specifications. private sector and its conception
Section 4 presents the results on the traditionally focuses on the corporation-
relationship between corporate governance shareholder relationship. OECD(2004)
and performance of large private provides a broader definition of
enterprises in Vietnam. Section 5 corporate governance as “the full set
summarizes our key findings and of relationships among a company’s
concludes the paper. management, its board, its shareholders
and other stakeholders. It provides the
structure through which the objectives
Ⅱ . Literature Review of the company are set, and the
means of attaining those objectives
Studies on corporate governance and monitoring performance determined.”
and its effects on firm performance are Another definition of corporate
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 43

governance is provided by Barrett perspective of corporate governance


(2002) who said that this pertained to such as effective board performance
the ways an organization deals with its evaluations, transparent appointment
various stakeholders. According to the processes, and adequate communication
World Bank(1999), corporate governance with investors. Some studies (Vo &
can be seen from two perspectives: Phan, 2013) used the presence of
external and internal corporate female board members and educational
governance. External corporate governance attainment level of board members as
deals with external stakeholders such variables for corporate governance;
as creditors, suppliers, and many while still others (Bhagat & Bolton,
others outside the organization, while 2008) focused on median director-
internal corporate governance focuses dollar value ownership and median
on the board of director and the director-percent value ownership as
interests of shareholders. proxies for corporate governance.
Corporate governance has been Corporate governance is also measured
proxied using different ways and by using comprehensive indexes. For
variables. Most studies on this issue example, Gompers, Ishii, and Metrick
use measurements that directly relate (2003) constructed the so-called G-
to the internal perspective of corporate index, consolidated from 24 variables,
governance. For example, Edward and in which a higher G-index indicates
Clough (2005) conduct a survey on more restrictions on shareholder rights
measurements of corporate governance or a greater number of anti-takeover
and find that the most common measures. Another complicated measure
proxies used in the literature and in of corporate governance which is
the corporate governance codes are as based on six of the twenty-four
follows: (i) The size of the board of G-Index provision is the E-index,
directors; (ii) Separation of Chairman developed by Bebchuk, Cohen, and
and CEO (duality); (iii) Majority of the Ferrell(2009). A high E-index is
board being comprised of non- associated with weak shareholder
executives or board dominance of rights. These indexes are considered
independent directors; (iv) Balance of as indicators of external corporate
directors' skills and competencies; and governance and commonly used to
(v) Audit and other board committees. investigate the effects of interaction
Edward and Clough(2005) also reviewed between several governance measures
measurements for the external on firm performance. However, the
44 Journal of International Trade & Commerce Vol.10, No.6, December 2014

use of these indexes is limited since it by end of year total assets;


is difficult for researchers to obtain - Tobin's Q. -This indicator is calculated
data for calculating them (Cremers & based on the procedure provided by
Nair, 2005). For this reason, separate Gompers, Ishii and Metrick(2003) and
metrics of corporate governance are Tobin and Brainard(1968);
preferred in the empirical analyses of - Stock Retur. -It calculates one-year
corporate governance and firm compounded returns, including dividends;
- Leverage. -It is measured as the sum
performance.
of long term debt and the current

2. Performance of the portion of long term debt divided by

Enterprises total assets;


- Last 2 Years Performance. -The change
in performance is computed, such as
Many studies have developed
the growth rate of firm performance
indicators which are used to measure
based on the past two years'
the performance of firms from
performance;
different perspectives for a wide range
- Industry Performance. -This measure is
of purposes. Richard et al.(2009)
calculated using the mean performance
conducted a review of measurements
for each SIC four-digit classification.
of performance in related papers
Because of data collection issues,
published in the top five management
many studies on this topic use only a
journals during 2002 and 2007, and
single indicator of corporate performance.
they found little scientific debate on
Return on assets, before-tax profits
which measures are appropriate and
and payment to state budget are the
how to combine measures in order to
three most often used performance
compare business performance. To
measures.
investigate the relationship between
corporate performance and performance 3. Corporate Governance and
of firms, several measurements of firm Enterprise Performance
performance have been used. According
to Bhagat and Bolton(2008) the most Empirical results on the effects of
common proxies for firm performance corporate governance on firm
can be summarized as; performance widely vary across
- Return on Assets. -It is measured as proxies of corporate governance and
operating income (in general, operating firm performance variables. To review,
income before depreciation) divided variables of corporate governance
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 45

commonly used are board size, Using the G-index as a proxy for
independence of board of directors, corporate governance, Bhagat and
Chair-CEO duality, G-index, and Bolton (2008, 2009) find that stronger
E-index; while corporate performance corporate governance strongly associates
variables mostly include returns on with higher operating performance
assets (ROA) and Tobin’s Q. with a variety of performance
The size of the board of directors measures, including ROA and Tobin’s
has an ambiguous effect on ROA. For Q. This empirical result is also true for
example, Lipton and Lorsch(1992), the E-index. For example, a firm with
Jensen(1993), Yermack(1996), and Coles, a higher E-index has lower firm
Daniel and Naveen(2008) argue and valuation (Core, Guay & Rusticus,
empirically find that smaller board size 2007; Cremers & Nair, 2005). These
is associated with more success of the mixed empirical results are also found
firms; while many other studies find in a review of Bhagat and Bolton
opposite empirical results(Klein, 1998; (2008, 2009) and Edward and Clough
Dalton et al., 1999; Coles et al., 2008). (2005).
Similarly, the effects of independence Other measures of corporate
of the board of directors on firm governance such as duality (separation
performance are also mixed. Using of chairman and CEO) also have a
different performance measures, Bhagat mixed effect on firm performance. For
and Black(2002) find that firms with example, Donaldson and David(1991)
more independent boards do not argue that an independent chair will
perform better, and they also conclude enhance the board’s capacity to
that poorly performing firms are more achieve business goals because the
likely to have more independent board provides a mechanism for
directors. Bhagat and Bolton(2008) keeping managerial actions in-check.
find a negative relationship between Kocourek et al.(2003) add that there is
board independence and firm no one to talk openly and in depth to
performance. Bhagat and Bolton(2009) about the difficulties faced by
document that having a more organizations, and the chair can play
independent board of directors does this supportive role in this case.
not lead to better performance and Heracleous(2001) provides empirical
may actually lead to worse performance. evidence that whether the chair and
Edward and Clough(2005) provide CEO are separate or the same person
further review on this issue. does not appear to make much
46 Journal of International Trade & Commerce Vol.10, No.6, December 2014

difference on the performance of by the General Statistical Office of


firms. Vietnam. This is an annual survey and
It is obvious from the literature that the sample size is very large, like a
the impacts of corporate governance census. For example, there were
on the performance of firms are 358,557 enterprises in all sectors
ambiguous or mixed. The empirical surveyed in 2012. This data source
results of those various studies are provides all the information needed
different due to differences in including firm characteristics, financial
measures of corporate governance and results, among others and covers two
a variety of performance measurements. years; 2011 and 2012. The second
Using the unique combination of data set is from the survey conducted
available dataset and survey on by VNR Vietnam Report and
large-scale private enterprises, this Vietnamnet. This survey consists of
paper tries to further empirically 500 of the largest private enterprises
investigate this relationship in the currently operating in Vietnam. In this
context of Vietnam. Particularly, this paper, those enterprises are considered
paper will examine the effects of as private economic groups. This data
corporate governance measured by set includes information such as the
duality, size of board, independence name, CEO, and business registration
of board, and presence of female of these enterpriese. The third data set
board members on the performance of is the survey conducted by the group
large private enterprises as measured which worked on Research Project
by ROA, before-tax profits, and their Code II.5.2-2012.3. Based on the
annual budget contribution. surveyed enterprises in the VNR
Vietnam Report and Vietnamnet data


set, we asked questions on corporate
. Methodology governance issues. Because each
Framework enterprise has a unique taxation code
and those codes are available in all
1. Data and Variables surveys, the taxation codes become
the key for combining the three data
Data used in this paper was sets from the three surveys.
collected from a combination of three Variables are purposely divided into
sources. The first data set is the three groups: (i) variables measuring
Enterprise Survey, which was conducted firm performance, (ii) variables measuring
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 47

corporate governance, and (iii) other annual financial reports was done.
variables of firms. Definitions and Approximately 277 enterprises responded
measurements of all variables used in to the survey, but only data from 254
the paper are provided in Table 1. enterprises were used for this analysis
The questionnaires were sent to 500 due to missing key indicator data
of the largest private enterprises necessary for analysis. Those private
(according to the ranking of economic groups under study were
VNR500-2013) and the survey was gathered from the survey of the NVR
conducted either through face-to-face Vietnam Report and Vietnamnet.
or telephone interviews or through Out of 254 private corporations that
email. Secondary data were obtained fully responded to the survey, about
and consolidation from the enterprises’ 36 percent of the corporations have

<Table 1> Definitions of Variables


Acronym Variable Definition
Firm performance variables
ROA Return on assets It equals before-tax income divided by total assets
Total before-tax profit of surveyed large private
BTP Before-tax profit
enterprises
SBC State budget contribution Total amount paid to state budget in 2012
Corporate governance variables
It equals 1 if the chair is also the CEO of the firm,
Dual Chair-CEO duality
and 0 otherwise
SDB Size of director board Numbers of board of director members
GENC Gender of CEO It equals 1 if CEO is male, 0 if otherwise.
IBM Independent board members Numbers of independent board members
SEB Size of executive board Numbers of people in the executive board
Others firm variables
SOF Firm size It is measured by book value of log of total assets.
AOF Firm age Years of operation
LEV Leverage Long term debt divided by total assets
GCEO Gender of CEO It equals 1 if male CEO and 0 if otherwise.
It equals 1 if a firm has exports or imports, 0 if
EMP Export-import
otherwise.
It equals 1 if a firm is in industrial zones, 0 if
INZ In industrial zone
otherwise.
It equals 1 if a firm is in agricultural sectors, 0 if
AGR Enterprises in agricultural sector
otherwise.
It equals 1 if a firm is in industrial sectors, 0 if
IND Enterprises in industrial sector
otherwise.
48 Journal of International Trade & Commerce Vol.10, No.6, December 2014

duality of Chair and CEO; the average firm characteristics. Multivariate regression
size of the board of 5.7, while the models were estimated using the
average size of the executive board is Ordinary Least Squares method. The
4.5 members. Most of the surveyed general estimated model is specified as
enterprises have a long history of follows:
operation, and average operating
Y = f(X, Z, u),
duration is 33.5 years. Large private
enterprises in Vietnam are mostly in where Y represents the dependent
manufacturing (62.8 percent) and the variables, including return on assets
service sector (35.7 percent) with (ROA), Before-tax profit (BTP) and
about half of them directly involved in State budget contribution (SBC) of the
import and export activities. large private enterprises.
Descriptive statistics of the above - X includes variables measuring
variables are presented in Annex 1. corporate governance such as size of
The results of our descriptive the board, independent board
analysis, presented in Annex 2, show members, Chair-CEO duality, and the
that Chair-CEO duality lowers the number of female board members.
firm’s performance in terms of all Each regression model uses only one
three firm performance measures. corporate governance measure.
Female-CEO enterprises display worse - Z includes other control variables
performance than male-CEO counterparts. of the surveyed enterprises.
A similar result can be observed across - U refer to the error terms.
sectors, especially in the industry and Since multivariate regression is used
service sectors. These results will be to estimate the effects of corporate
thoroughly tested later. governance on performance, assumptions
of multicollinearity, homoscedasticity
2. Estimated Models and linearity are also tested. The
Pearson correlation matrix and variance
In investigating the impacts of
inflation factor (VIF) computation are
corporate governance on the performance
used to test the multicollinearity
of large private enterprises in Vietnam.
assumption, while the white tests are
Two different performance measures
conducted to test for homoscedasticity
were used in association with corporate
assumptions.
governance variables and variables of
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 49

Ⅳ . Results and corporate governance. The estimated


Discussion effects of corporate governance on
three aspects of firm performance are
Before examining the effects of presented in Table 3.
corporate governance on large private Chair-CEO duality has a positive and
enterprises in Vietnam, we conducted significant effect on firm performance.
tests for multicollinearity and With three proxies of firm performance,
homoscedasticity. The results of the estimated results consistently and
Pearson correlation matrix are presented statistically significantly imply that
in Annex 2. Small coefficients of the Chair-CEO duality increases firm
Pearson correlation matrix along with performance. This empirical result
variables and low variance inflation supports the managerial theory and
factors imply that there is no stewardship theory (Davis, Schoorman
significantly high correlation among & Donaldson, 1997) and previous
the independent variables. Those test empirical results of Daily and
results suggest that there is no Dalton(1997) and Rechner and Dalton
significant multicollinearity in the data. (1991). Chair-CEO duality is considered
To test for heteroscedasticity, the to foster and unify leadership rather
White test was used in which the null than weaken the independence of the
hypothesis proves the presence of board from management and
homoscedasticity. Empirical results of monitoring roles. Thus, it does not
the White test presented in Table 2 reduce the supervision of the board
give no evidence of heteroscedasticity over firm activities and performance,
in the regression models. and helps increase the efficiency of
In order to estimate the effects of the firm. In the context of Vietnam,
governance on firm performance, this Chair-CEO duality increases the power
paper employs three measures for firm of the CEO, enabling him or her to
performance and five measures for appropriately respond to dynamic

<Table 2> Tests for Heteroskedasticity: The White Test


White test statistics Chi-Square P-value Observations
Return on assets 2.39 0.3102 253
Before-tax profit 1.74 0.4187 236
State budget contribution 2.40 0.3007 254
Source: Computed from the surveyed data
50 Journal of International Trade & Commerce Vol.10, No.6, December 2014

<Table 3> Effects of corporate governance on large private enterprises in Vietnam


BTP(model 1) SBC(model 2) ROA(model 3)
Duality 0.546** 0.373* 0.048**
*
Size of board -0.020 0.031 -0.012
*
Gender of CEO -0.055 0.541 -0.022
**
Executive board members 0.038 0.028 0.009**
Independent board members 0.045 -0.052 0.009
Age of firms 0.010 0.003 0.001
*** ***
Log of total assets 0.922 0.844 0.005
Leverage -0.916*** -0.516*** -0.136***
Export and import activities 0.370* 0.719*** 0.042*
*** *
In industrial zone 0.710 0.449 0.036
*** **
Agriculture -2.277 -1.746 -0.097
Industry -0.780*** -0.414** -0.030
*** ***
Constant -8.940 -8.634 0.158*
Observations 236 254 253
R-squared 0.5743 0.5974 0.2275
Significant coefficients at the 1%, 5%, and 10% levels are noted by ***, ** and *, respectively.

events amidst a more transparent opinions that take time to get these
Vietnamese economy. This result board members into consensus model
suggests that it is not necessary to and thus this can negatively impact on
separate the CEO and Chair in private decision making relative strategic
enterprises in order to pursue and issues or business development directions.
attain better performance within the Another estimated result shows that a
enterprises. larger executive board is statistically
When using size of the board as a and significantly associated with better
measure of governance, estimated performance of enterprises. This
results shows a negative and suggests that diversity of opinion on
statistically significant effect on firm daily operating decisions would
performance. Holding other variables reduce the risks of business and
constant, an additional member in the eventually improve firm performance.
board would decrease ROA of the firm Other measures of corporate
by 1.2%, annually. This estimated governance such as gender of CEO
result is corroborated by empirical and independence of the board do not
findings in literature. A large board statistically or significantly affect the
size enterprise often has diversity of performance of the enterprises. A
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 51

possible reason for this result is that The paper also estimated models
the number of female-CEO enterprises that included interaction terms of
in the sample and the number of Chair-CEO duality and the sector
independent board members are so which the firm belonged to, in order
small that they do not make a to determine if Chair-CEO duality has
significant contribution to corporate different effects on the performance of
performance. firms in different sectors. Estimated
One notable estimated result here is results showed no difference in firm
that leverage has negatively and performance across sectors due to
statistically significant effects on firm Chair-CEO duality or between female
performance in all three measures. and male CEO enterprises. Similar
This implies that a firm having more empirical results were also found for
long-term debts would be associated interaction terms of Chair-CEO duality
with worse performance because and export-import related enterprises.
higher leverage means higher agency


costs and diverging interests across
managers, shareholders, and debtholders. . Conclusion and
Thus, it should be considered a moral Recommendations
hazard issue that causes leverage to
negatively link to performance. This is This paper is one of the pioneer
very true in the Vietnamese context, studies on the relationship between
particularly in the current condition corporate governance and performance
marked by economic difficulties. Over of firms in Vietnam. This research has
a long period or from October 2009 to provided new evidence on the
June 2012, interest rates for bank relationship between corporate governance
loans were kept at a significantly high and performance of large private
level, at almost 20% annually, and enterprises in Vietnam. We used the
even more than 20% for some unique combined data set of three
unofficial financial intermediaries. previous surveys: the enterprise survey
Debt financing and interest payment in 2013, the survey of the 500 largest
obligations put pressure on managers private enterprises in 2013, and the
to perform in such a way to reduce survey under the research project code
“free cash-flow,” or else be under Ⅱ.5.2-2012.3 for this assignment.
threat of bankruptcy if these Initially, tests for multicollinearity and
obligations cannot be satisfied. heteroscedasticity of the data and
52 Journal of International Trade & Commerce Vol.10, No.6, December 2014

estimated models were conducted to performance, and it would be a good


make sure estimates were consistent. reference for applying Circular No.
Next, the paper developed five 121/2012/TT-BTC(Ministry of Finance,
measures of corporate governance 2012) on regulations about corporate
(Chair-CEO duality, size of the board, governance which is applied to public
gender of CEO, size of the executive companies.
board, and independence of the Based on this empirical analysis,
board) and three variables for some recommendations would be:
performance (before-tax profits, contribution - It is not necessarily “bad” for
to state budget, and return on assets) private enterprises to have Chair-CEO
to investigate the effects of corporate duality. Chair-CEO duality is good for
governance on firm performance. performance because unified leadership
Estimated results show mixed effects would help to promptly respond to
of corporate governance on the dynamic changes and information
performance of private enterprises. asymmetries in the business environment
In the context of state-owned in Vietnam.
enterprises with low efficiency, - Private enterprises should keep the
development of the private enterprises size of their board of directors at a
should be a focus for economic minimum. Estimated results imply that
growth and development of the smaller board size correlates with
country. Based on the empirical better performance of the enterprises.
results, good corporate governance Although enterprises must follow
practice would strongly associate with regulations from the Vietnamese
better performance of private enterprises. government under Circular No. 121/
This suggests that Chair-CEO duality is 2012/TT-BTC, they should keep the
not necessarily “bad” for the firm’s size of their board as small as they can.
performance since, Chair-CEO duality - Private enterprises should minimize
would unify the leadership to respond their long–term debts in order to have
to dynamic changes and information better performance. Estimated results
asymmetries in the Vietnamese show a negative effect of leverage on
economy. The size of the board, performance regardless of the
however, has negative effects on measurement of firm performance. It
performance. This empirical result is not a good idea for enterprises to
implies that fewer board members borrow excessively via long-term loans
would be associated with better since this decreases the “free
Effects of Corporate Governance on the Performance of Private Economic Groups in Vietnam 53

cash-flow,” interest payment obligations, performance, and management


and there is the threat of bankruptcy turnover, The Business Lawyer 54.
to contend with if these obligations Brickley, J.A., J.L. Coles, and G.
Jarrell(1997), Leadership structure:
are not satisfied. These put strong
separating the CEO and chairman
pressure on executive managers and
of the board, Journal of Corporate
correspondingly affect the performance
Finance, 3, 189-220.
of enterprises. Coles, J., L., Daniel, N., D. and Naveen,
L.(2008), Boards: Does one size fit
all? Journal of Financial Economics,
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<Annex 1> Descriptive Statistics of Variables in the Sample


Variable Mean Std. Dev. Min Max
Gender of CEO 0.888 0.316 0 1
Size of board 5.747 1.703 1 11
Duality 0.360 0.481 0 1
Executive board 4.549 2.843 1 12
Female E.B. members 1.033 1.250 0 6
Members in both DB and ED 1.908 1.264 0 8
Independent board members 3.117 1.827 0 10
Return on assets 0.077 0.301 -4.00 1.06
Before-tax profit 311.4 -2501.1 1056.6 31654.0
State budget contribution 228.7 1336.7 0.001 19608.6
In industrial zone 0.165 0.372 0 1
Export and import activities 0.487 0.501 0 1
Age of firms 33.471 14.910 5 68
Total assets 3180.3 14751.3 0.01 148105.5
Total employees 1087.4 2217.8 300.5 29601.5
Agriculture 0.014 0.120 0 1
Industry 0.628 0.484 0 1
Service 0.357 0.480 0 1
Leverage 1.183 -0.522 0.04 2.54
Observations 254
Source: Calculated from surveyed sample

<Annex 2> Enterprise Governance and Performance


Agriculture Industry Service Total
No Dual No Dual No Dual No Dual
ROA (%) 2.4 6.3 10.5 12.6 -1.6 8.4 6.3
BTP (bil. dong) 1.3 545.9 64.6 284.0 91.0 442.2 73.9
SBC (bil. dong) 11.1 274.5 226.9 236.7 110.5 255.3 185.3
Female Male Female Male Female Male Female Male
CEO CEO CEO CEO CEO CEO CEO CEO
ROA (%) 2.4 1.7 8.3 -5.8 11.2 -2.9 9.1
BTP (bil. dong) 1.3 5.2 399.9 397.2 171.8 245.4 319.8
SBC (bil. dong) 11.1 15.0 275.2 326.7 154.0 206.0 231.6
Source: Computed from the surveyed data
56 Journal of International Trade & Commerce Vol.10, No.6, December 2014

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