Corporate Governance: Volume 11

We find a significant curvilinear relation between Japanese firm value and the percentage of equity held by foreign investors. Firm value rises until foreign ownership reaches approximately 40%, and then it begins to decline. It appears that large foreign institutional investors invest in well-performing firms and serve as effective monitors. Our results remain robust even after controlling for other corporate governance variables, such as equity ownership by main banks and board membership by foreign investors. It seems that most of the increase in firm value and the performance improvement are due to rising levels of equity ownership in non-keiretsu (independent) firms by foreign investors. We also show that an increase in foreign ownership is correlated with a rise in R&D expenditures, suggesting that foreign institutional investors contribute to the long-term viability and competitiveness of Japanese firms.

This paper empirically explores the relationship between the identity and concentration of different block holders and firm value for 89 industrial and service firms listed at the Amman Stock Exchange (ASE) over the period 1998–2001. The paper examines the role of block holders (institutional investors who are not on the board of directors, the institutional investors who are on the board of directors, the ownership of the board of directors, and the financial policy of the firm, such as the capital structure) in controlling the managerial actions which leads, on average, to better firm valuation in the emerging market of Jordan. The paper employs a piecewise regression specification methodology. The results of the piecewise regression analysis indicate a positive and significant relationship between the ownership of securities above 25% by the board of directors, institutional investors on the board of directors, the institutional investors not on the board of directors and firm value. There is no significant relationship between the above-mentioned ownership and firm value for ownership below 25%. The results also indicate a significant and negative relationship between ownership by the CEO below 5% and firm value. Leverage is significantly and positively related to firm value when we relate ownership by institutional investors not on the board of directors and firm value. This might imply that creditors work as complementary monitors of value along with institutional investors who are not on the board of directors. The paper concludes that block holders are important monitors of firm value especially if they own large amounts of securities to justify the high cost of monitoring.

Reforms in corporate governance in selected Asian countries were introduced after the financial crisis of 1997–1998. After the financial collapse, several crisis-affected economies overhauled their corporate governance, strengthening market forces, implementing tougher regulations and focusing on transparency in decision-making and accountability. Since then, a commitment to improving corporate governance has grown as governments recognised the need to protect investors’ interests, reduce systemic market risks, maintain financial stability and enhance investors’ confidence to encourage the return of capital to the region through better accountability and transparency. The incentive for corporations to follow best practice is to boost their corporate performance and attract investment. Effective corporate governance is also recognised as essential for economic growth. Governments are realising that good governance of corporations is a source of competitive advantage and critical to economic and social progress.

Since the financial crisis, corporate governance has become a key policy issue in most of Asia. Progress in reforming corporate governance, however, has been uneven across Asia. This paper documents that progress.

This paper demonstrates that the agency problems within China's stated-owned enterprises (SOE) constitute the characteristics of corporate governance. It argues that the current corporatisation of SOEs in China has not improved the performance of the corporatised SOEs because it has failed to address the critical issue of corporate governance. For China, a neo-corporatist approach of corporate governance with a two-tier board structure may have advantages over a neo-liberal approach with a single board. However, the key issue is not to adopt a fixed set of governance models to copy, but to develop its institutional environment that lead to effective corporate governance.

The aim of this article is to describe and analyze the legal issues of enforcement for corporate governance in Vietnam, focusing primarily on constraints that are faced by companies. And subsequent recommendations to Vietnam's policy makers are raised. In support of working out a legal framework on enforcement of corporate governance, the article has initially focused on assessment of the enforcement for corporate governance in Vietnam. The theoretical framework is that of OECD Principles of Corporate Governance (April 1999, Paris). Furthermore, this article briefly raises some relevant impacts by corporate governance enforcement on compliance with best standards of corporate governance. The article also addresses current impediments on enforcement of corporate governance. It is concluded that enforcement of corporate governance requires making the legal framework perfect to assist inspectors with enforcement of corporate governance; and improvements on the legal framework to enhance the capacity of implementing officials is a need.

This paper adds to the scant literature on the tightening of regulations and its impact on the profitability of insider trades by examining the effects of the recent enactment of the Securities Market Amendment Act 2002 in New Zealand. We investigate the abnormal returns around the date of insider transactions both before and after the introduction of this Act. We find that the number of insider transactions decreased just prior to the introduction of the Act; further we observe a marked reduction in the profitability of directors. However, the difference between the pre and post-change returns lacks statistical significance.

The resolution of conflicts between shareholders and managers, at minimal cost, is the goal of corporate governance. In 1999, an intriguing series of events occurred that dramatically reshaped the Canadian airline industry. This clinical study considers these events in relation to four corporate governance mechanisms. The results of this clinical study suggest that these four mechanisms may not be sufficient to control a management team that is committed to a course of action and to retaining their positions. In practice, corporate governance can be severely limited, even when the majority of board members are outside directors. In addition, institutional shareholders may not be the disciplining force that theory and logic suggests. Overall, the results imply that managerial entrenchment is a powerful motivating force that may be impossible to counter even for a large, poorly performing corporation that is subject to a very attractive takeover offer.

Whether institutional investors monitor corporations and improve firm value is a key question for corporate governance and investment management. I find little empirical support for the hypothesis that institutions undertake monitoring that increases firm quality and valuation. Granger causation tests show that while quality firms do attract institutional investment, institutions do not monitor and firm value subsequently declines. Instead, institutional incentives are critical; some institutions with strong incentives to monitor do, indeed, monitor. Institutions with concentrated portfolios successfully monitor while institutions with a larger percentage stake do not. Pensions and endowments are better monitors than insurers, banks and mutual funds.

The efforts to improve on the stewardship role of corporate governance have mainly emanated from external forces, such as pressure from shareholder groups, regulators, organized exchanges and courthouses. However, past research and field evidence, not the least being the Enron's scandal, have demonstrated that the independent structure of the board is far from being a guarantee to its optimum performance. Building on survey results administered to individuals with significant boardroom experience, it is argued in this paper that the quest for complete autonomy in the boardroom should be extended beyond the structural configuration to also include the psychological independence dimension.

This study examines laws regarding the legal features of traded shares in 25 developed and emerging economies. Included are civil and common laws in South and North America, Eastern and Western Europe, South Asia, Australia, and Middle Eastern countries. Significant changes have been implemented during the last two decades, especially those related to harmonization of corporate governance principles, best practices, and codes of conduct concerning stock trading. However, there are still significant differences among types of shares traded in world stock markets which may have different responds in case of high price volatility.