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Corporate governance practices in Indian firms

Published online by Cambridge University Press:  02 February 2015

Hima Bindu Kota  and
Sarika Tomar
Hima Bindu Kota
Affiliation:
NIILM-Centre for Management Studies, New Delhi, India
Sarika Tomar
Affiliation:
NIILM-Centre for Management Studies, New Delhi, India
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Abstract

In the wake of recent financial scandals and in the context of the global financial crisis, corporate governance is especially significant. We examine the effect of corporate governance practices on the performance of 106 mid-sized firms in India, between 2005 and 2007. Our results confirm a significant relationship between CEO duality and firm performance. We also find that a small board is more effective and enhances the value of the firm. However, in the Indian context, we find that non-executive independent directors are failing in their monitoring role.

Keywords

corporate governancenon-executive directorsCEO dualityaudit committeesboard sizeTobin's q
Type
Research Article
Information
Journal of Management & Organization , Volume 16 , Issue 2 , May 2010 , pp. 266 - 279
Copyright
Copyright © Cambridge University Press and Australian and New Zealand Academy of Management 2010

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References

Agrawal, A and Knoeber, CR (1996) Firm performance and mechanisms to control agency problems between managers and shareholders. Journal of Financial and Quantitative Analysis, 31(3): 377–397.Google Scholar
Abbott, LJ, Park, Y and Parker, S (2000) The effects of audit committee activity and independence on corporate fraud. Managerial Finance, 26: 55–67.Google Scholar
Alshimmiri, T (2004) Board composition, executive remuneration and corporate performance: the case of REITS. Corporate Ownership and Control, 2(1): 104–118.Google Scholar
Andres, PD, Azofra, V and Lopez, F (2005) Corporate boards in OECD countries: size, composition, functioning and effectiveness. Corporate Governance, 13(2): 196–210.Google Scholar
Baliga, BR, Moyer, RC and Rao, RS (1996) CEO duality and firm performance: What's the fuss? Strategic Management Journal, 17(1): 41–53.Google Scholar
Baysinger, B and Hoskisson, ER (1990) The composition of boards of directors and strategic control: effects on corporate strategy. Academy of Management Review, 15(1): 72–87.Google Scholar
Beasley, M (1996) An empirical analysis of the relation between the board of director composition and financial statement fraud. Accounting Review. 71: 443–465.Google Scholar
Beasley, MS and Salterio, SE (2001) The relationship between board characteristics and voluntary improvements in audit committee composition and experience. Contemporary Accounting Research, 18(4): 539–570.Google Scholar
Beecher-Monas, E (2003) Corporate governance in the wake of Enron: an examination of the audit committee solution to corporate fraud. Administrative Law Review, 55(2): 357–394.Google Scholar
Be'dard, J, Chtourou, SH and Courteau, L (2004) The effect of audit committee expertise, independence, and activity on aggressive earnings management. Auditing: A Journal of Practice and Theory, 23: 13–35.Google Scholar
Bhagat, S and Black, B (2002) The non-correlation between board independence and long-term firm performance. Journal of Corporation Law, 27(2): 231–274.Google Scholar
Boyd, B (1995) CEO duality and firm performance: a contingency model. Strategic Management Journal, 16: 301–312.Google Scholar
Brickley, J, Coles, J and Jarrell, G (1997) Leadership structure: Separating the CEO and chairman of the board. Journal of Corporate Finance, 4: 189–220.Google Scholar
Brickley, JA and James, CM (1987) The takeover market, corporate bond composition, and ownership structure: the case of banking. Journal of Law and Economics, 30: 161–181.Google Scholar
Bushman, R and Smith, A (2001) Financial accounting information and corporate governance. Journal of Accounting and Economics, 32: 237–333.Google Scholar
Byrd, JW and Hickman, KA (1992) Do outside directors monitor managers? Evidence from tender offer bids, Journal of Financial Economics, 32: 195–222.Google Scholar
Barnhart, S, Marr, M and Rosenstein, S (1994) Firm performance and board composition: some new evidence. Managerial and Decision Economics, 15(4): 329–340.Google Scholar
Bosch, H (1995) The director at risk: Accountability in the boardroom. Melbourne, VIC: Pearson.Google Scholar
Cadbury, A (1992) Committee on Financial Aspects of Corporate Governance. London: HMSO.Google Scholar
Carcello, JV and Neal, TL (2000) Audit committee composition and auditor reporting. Accounting Review, 75(4): 453–467.Google Scholar
Carcello, JV and Neal, TL (2003) Audit committee characteristics and auditor dismissals following ‘new’ going-concern reports. Accounting Review, 78(1): 95–117.Google Scholar
Carter, C B and Lorsch, JW (2004) Back to the drawing board: Designing corporate boards for a complex world. Boston, MA: Harvard Business School Press.Google Scholar
Caselli, S (2006) Dependent or independent? The performance contribution of board members in Italian venture-backed firms. Corporate Ownership and Control, 4(1): 139–145.Google Scholar
Chan, KC and Li, J (2008) Audit committee and firm value: evidence on outside top executives as expert-independent directors. Corporate Governance: An International Review, 16(1): 6–31.Google Scholar
Changati, RS., Mahajan, V and Sharma, S (1985) Corporate board size, composition and corporate failures in the retailing industry. Journal of Management Studies, 22: 400–417.Google Scholar
Chen, CJP and Jaggi, B (2000) Association between independent non-executive directors, family control and financial disclosures in Hong Kong. Journal of Accounting and Public Policy, 19(4/5): 285–310.Google Scholar
Chen, Z, Cheung, Y-L, Stouraitis, A and Wong, AWS (2005) Ownership concentration, firm performance, and dividend policy in Hong Kong. Pacific-Basin Finance Journal, 13(4): 431–449.Google Scholar
Chin-Jung, L and Ming-Je, T (2007) Where is independent director efficacy? Corporate Governance: An International Review, 15(4): 636–643.Google Scholar
Choi, JJ, Park, SW and Yoo, SS (2007) The value of outside directors: evidence from corporate governance reform in Korea. Journal of Financial and Quantitative Analysis, 42(4): 941–962Google Scholar
Chung, KH and Pruitt, SW (1994) A Simple Approximation's of Tobin's q, Financial Management, 23(3): 70–74.Google Scholar
Clarke, T (1998) The contribution of non-executive directors to the effectiveness of corporate governance. Career Development International, 3(3): 118–124.Google Scholar
Cohen, J, Krishnamoorthy, S and Wright, A (2002) Corporate governance and the audit process. Contemporary Accounting Research, 19(4): 573–94.Google Scholar
Coles, JW, McWilliams, VB and Sen, N (2001) An examination of the relationships of governance mechanisms to performance. Journal of Management, 27(1): 23–50.Google Scholar
Confederation of Indian Industry (1999) Desirable corporate governance – a code. Accessed at http://www.ciionline.org/services/68/default.asp?Page=Corporate%20Governances%20.htm on 15 June 2003.Google Scholar
Conyon, MJ, and Peck, SI (1998) Board size and corporate performance: evidence from European countries. European Journal of Finance, 4(3): 291–304.Google Scholar
Cotter, J and Sylvester, M (2003) Board and monitoring committee independence. Abacus, 39(2): 211–33.Google Scholar
Coughlan, A and Schmidt, R (1985) Executive compensation, management turnover, and firm performance; an empirical investigation. Journal of Accounting and Economics, 7: 43–66.Google Scholar
Clarke, T (2004) Cycles of crisis and regulation: the enduring agency and stewardship problems of corporate governance. Corporate Governance: an International Review, 12(2): 153–161.Google Scholar
Daily, C and Dalton, D (1992) The relationship between governance structure and corporate performance in entrepreneurial firms. Journal of Business Venturing, 7(5): 375–386.Google Scholar
Daily, CM and Dalton, DR (1993) Board of directors' leadership and structure: control and performance implications. Entrepreneurship Theory and Practice, 17(3): 65–81.Google Scholar
Daily, CM and Dalton, DR (1994a) Bankruptcy and corporate governance: the impact of board composition and structure. Academy of Management Journal, 37(6): 1603–1617.Google Scholar
Daily, CM and Dalton, DR (1994b) Corporate governance in the small firm: prescriptions for CEOs and directors. Journal of Small Business Strategy, 5(1): 57–68.Google Scholar
Daily, CM and Dalton, DR (1997a) Separate, but not independent: board leadership structure in large corporations. Corporate Governance: an International Review, 5(3): 126–136.Google Scholar
Daily, CM and Dalton, DR (1997b) CEO and board chair roles held jointly or separately: much ado about nothing? Academy of Management Executive, 11(3): 11–20.Google Scholar
Dalton, DR, Daily, CM, Ellstrand, AE and Johnson, JL (1998) Meta-analytic reviews of board composition, leadership structure, and financial performance. Strategic Management Journal, 19: 269–290.Google Scholar
Dalton, DR, Daily, CM, Ellstrand, AE and Johnson, JL (1999) Number of directors and financial performance: a meta-analysis. Academy of Management Journal, 42(6), 29–47.Google Scholar
Davidson, WN, Xie, B and Xu, W (2004) Market reaction to voluntary announcements of audit committee appointments: the effect of financial expertise. Journal of Accounting and Public Policy, 23(4): 279–291.Google Scholar
Demsetz, H and Lehn, K (1985) The structure of corporate ownership: Causes and consequences, Journal of Political Economy, 93(6): 1155–1177.Google Scholar
Denis, DJ and Saryn, A (1999) Ownership and board structures in publicly traded companies. Journal of Financial Economics, 52(2): 187–223.Google Scholar
DeZoort, FT and Salterio, SE (2001) The effects of corporate governance experience and financial reporting and audit knowledge on audit committee directors' judgments. Auditing: a Journal of Practice and Theory, 20: 31–48.Google Scholar
Donaldson, L (1990) The ethereal hand: Organizational economics and management theory. Academy of Management Review, 15(3): 369–81.Google Scholar
Dulewicz, V and Herbert, P (2004) Does the composition and practice of boards of directors bear any relationship to the performance of their companies? Corporate Governance, 12(3): 263–280.Google Scholar
Eisenberg, T, Sundgren, S and Wells, M (1998) Larger board size and decreasing firm value in small firms. Journal of Financial Economics, 48(1): 35–54.Google Scholar
Elloumi, F and Gueyie, J (2001) Financial distress and corporate governance: an empirical analysis. Corporate Governance, 11(1): 15–23.Google Scholar
Fama, EF and Jensen, MC (1983) Separation of ownership and control. Journal of Law and Economics, 26: 301–325.Google Scholar
Fernandes, N (2008) EC: Board compensation and firm performance: The role of ‘independent’ board members. Journal of Multinational Financial Management, 18(1): 30–44.Google Scholar
Finkelstein, S and D'Aveni, RA (1994) CEO duality as a double-edged sword: how boards of directors balance entrenchment avoidance and unity of command. Academy of Management Journal, 37(5): 1079–1108.Google Scholar
Forsberg, R (1989) Outside directors and managerial monitoring. Akron Business and Economic Review, 20: 24–32.Google Scholar
Fortune (1993) What activist investors want. Fortune Magazine, 8 03: 59–63.Google Scholar
Faleye, , Olubunmi, 2004. Cash and corporate control. Journal of Finance, 59(5): 2041–2060Google Scholar
Garg, AK (2007) Influence of board size and independence on firm performance: a study of Indian companies. Vikalpa: the Journal for Decision-Makers, 32(3): 39–60.Google Scholar
Gul, AF and Leung, S (2004) Board leadership, outside directors' expertise and voluntary corporate disclosures. Journal of Accounting and Public Policy, 23(5): 351–79.Google Scholar
Higgs, (2003) Review of the role and effectiveness of non-executive directors. London: Department of Trade and Industry.Google Scholar
ICAEW (1997) Audit committees: a framework for assessment. London: Institute of Chartered Accountants in England and Wales.Google Scholar
ICAEW (2001) The effective audit committee: a challenging role. London Institute of Chartered Accountants in England and Wales.Google Scholar
Jengfang, C, Rong-Ruey, D and Shiue, FN (2008). The effect of audit committees on earnings- return association: evidence from foreign registrants in the United States, Corporate Governance: an International Review, 16(1): 32–40.Google Scholar
Jensen, MC (1993) The modern industrial revolution, exit, and the failure of internal control systems. Journal of Finance, 48(3): 831–880.Google Scholar
Jensen, MC and Meckling, WH (1976) Theory of the firm: Managerial behaviour, agency cost and ownership structure. Journal of Financial Economics, 3(4): 305–360.Google Scholar
Jermias, J (2007) The effects of corporate governance on the relationship between innovative efforts and performance. European Accounting Review, 16(4): 827–854.Google Scholar
Judge, WQ, Naoumova, I and Koutzevol, N (2003) Corporate governance and firm performance in Russia: an empirical study. Journal of World Business, 38(4): 385–396.Google Scholar
Jose, ML, Nichols, LM and Stevens, JL (1986) Contributions of diversification, promotion, and R&D to the value of multiproduct firms: a Tobin's q approach. Financial Management, 15(4): 33–42.Google Scholar
Kalbers, L and Fogarty, T (1998) Organizational and economic explanations of audit committee oversight. Journal of Managerial Issues, 10(2): 129–150.Google Scholar
Kang, E and Zardkoohi, A (2005) Board leadership structure and firm performance. Corporate Governance; an International Review, 13(6): 785–799.Google Scholar
Kaplan, SN and Reishus, D (1990) Outside directorships and corporate performance. Journal of Financial Economics, 27: 389–410.Google Scholar
Keasey, K and Hudson, R (2002) Non-executive directors and the Higgs consultation paper, ‘Review of the role and effectiveness of nonexecutive directors. Journal of Financial Regulation and Compliance, 10(4): 361–371.Google Scholar
Keasey, K, Thompson, S and Wright, M (1997) Corporate Governance: Economic, Management and Financial Issues. Oxford: Oxford University Press.Google Scholar
Kiel, GC and Nicholson, GJ (2003a) Board composition and corporate performance: how the Australian experience informs contrasting theories of corporate governance. Corporate Governance, 11(3): 189–205.Google Scholar
Kiel, GC and Nicholson, GJ (2003b) Boards that work: a new guide for directors. Sydney, NSW: McGraw-Hill.Google Scholar
Klein, A (1998) Firm performance and board committee structure. Journal of Law and Economics, 41(1): 275–303.Google Scholar
Klein, A (2002) Audit committee, board of director characteristics and earnings management. Journal of Accounting and Economics, 33: 375–400.Google Scholar
Korac-Kakabadse, NKakabadse, AK and Kouzmin, A (2001) Board governance and company performance: any correlations? Corporate Governance, 1(1): 24–30.Google Scholar
Krivogorsky, V (2006) Ownership, board structure, and performance in continental Europe. International Journal of Accounting, 41(2): 176–197.Google Scholar
Kyereboah-Coleman, A (2007) Corporate governance and shareholder value maximization: an African perspective. African Development Review, 19(2): 350–367.Google Scholar
Kyereboah-Coleman, A and Biekpe, N (2006/2007) The relationship between board size, board composition, CEO duality and firm performance: experience from Ghana. Corporate Ownership and Control, 4(2): 114–122.Google Scholar
Laing, D and Weir, C (1999) Governance structures, size and corporate performance in UK firms. Management Decision, 37: 457–65.Google Scholar
Lang, LHP, Stulz, RM and Walking, RA (1989) Managerial performance, Tobin's q and the gains from successful tender offers. Journal of Financial Economics, 24: 137–154.Google Scholar
La Porta, R, Lopez-de-Silanes, F, Shleifer, A and Vishny, RW (1998) Law and finance. Journal of Political Economy, 106: 1113–1155.Google Scholar
Leblanc, R and Gillies, J (2005) Inside the boardroom: How boards really work and the coming revolution in corporate governance. Hoboken, NJ: WileyGoogle Scholar
Lee, T and Stone, M (1997) Economic agency and audit committee: responsibilities and membership composition. International Journal of Auditing, 1(2): 97–116.Google Scholar
Lipton, M and Lorsch, JW (1992) A modest proposal for improved corporate governance. Business Lawyer, 48(1): 58–79.Google Scholar
Lorsch, JW and MacIver, E (1989) Pawns and potentates. Boston, MA: Harvard Business School Press.Google Scholar
Macintosh, NB, Shearer, T, Thornton, DB and Welker, M (2000) Accounting as simulacrum and hyper-reality: a post-structuralist perspective. Accounting, Organizations and Society, 25(1): 13–50.Google Scholar
McCabe, M and Nowark, M (2008) The independent directors on the board of company directors. Managerial Auditing Journal, 23(6): 545–566.Google Scholar
McConnell, JJ and Servaes, H (1990) Additional evidence on equity ownership and corporate value. Journal of Financial Economics, 34: 595–612.Google Scholar
McConnell, JJ and Servaes, H (1995) Equity ownership and the two faces of debt. Journal of Financial Economics, 39: 131–157.Google Scholar
Mak, YT and Kusnadi, Y (2003) Size really matters: further evidence on the negative relationship between board size and firm value. Singapore: National University of Singapore Business School Working Paper.Google Scholar
Malkiel, BG, von Furstenberg, GM and Watson, HS (1979) Expectations, Tobin's q and industry investment. Journal of Finance, 34(2): 549–561.Google Scholar
Mangena, M and Chamisa, E (2008) Corporate governance and incidences of listing suspension by the JSE Securities Exchange of South Africa: An empirical analysis. International Journal of Accounting, 43(1): 28–44.Google Scholar
Mather, P and Ramsay, A (2003) The effects of corporate govemance mechanisms on eamings and impression management around CEO changes. Cardiff: Annual Financial Reporting and Business Communication Conference.Google Scholar
Messier, WF (2000) Auditing and assurance services: a systematic approach. Boston, MA: Irwin/McGraw-Hill.Google Scholar
Morck, R, Shleifer, A and Vishny, RW (1988) Management ownership and market valuation: an empirical analysis. Journal of Financial Economics, 20: 293–315.Google Scholar
Mura, R (2007) Firm performance: do nonexecutive directors have minds of their own? Evidence from UK panel data. Financial Management, 36(3): 81–112.Google Scholar
Naresh Chandra Committee (2002) Report on corporate audit and governance. New Delhi: Department of Company Affairs, Government of India.Google Scholar
Nowland, J (2008) Are East Asian companies benefiting from Western board practices? Journal of Business Ethics, 79(1/2): 133–150Google Scholar
Osma, BG and Noguer, BG (2007) The effect of the board composition and its monitoring committees on earnings management: evidence from Spain. Corporate Governance: An International Review, 15(6): 1413–1428.Google Scholar
O'Regan, P, O'Donnell, D, Kennedy, T, Bontis, N and Cleary, P (2006) Board composition, nonexecutive directors and governance cultures in Irish ICT firms: a CFO perspective. Corporate Governance, 5(4): 56–63.Google Scholar
O'Sullivan, N and Wong, P (1999) Board composition, ownership structure and hostile takeovers: some UK evidence. Accounting and Business Research, 29: 337–352.Google Scholar
Peasnell, K, Pope, P and Young, S (2000) Board monitoring and earnings management: Do outside directors influence abnormal accruals? SSRN Working Paper Series.Google Scholar
Perry, JP (1995) The Cadbury committee and corporate governance in UK. CPA Journal, 05: 24–28.Google Scholar
Petra, ST (2005) Do outside independent directors strengthen corporate boards?’ Corporate Governance, 5(1): 55–64.Google Scholar
Pomeranz, F (1997) Audit committees: where do we go from here? Managerial Auditing Journal, 12(6): 281–284.Google Scholar
Rashidah, AR and Ali, FHM (2006) Board, audit committee, culture and earnings management: Malaysian evidence. Managerial Auditing Journal, 21(7): 783–804.Google Scholar
Rechner, PK and Dalton, DR (1991) CEO duality and organizational performance: a longitudinal analysis. Strategic Management Journal, 12(2): 155–160.Google Scholar
Sanda, AV, Mukaila, AS and Garba, T (2003) Corporate governance mechanisms and firm financial performance in Nigeria. Final report presented to the Biannual research workshop of the AERC, Nairobi, pp. 24–29.Google Scholar
Schellenger, M, Wood, D and Tashakori, A (1989) Board of director composition, shareholder wealth, and dividend policy. Journal of Management, 15(3): 457–467.Google Scholar
Scherrer, PS (2003) Director's responsibilities and participation in the strategic decision-making process. Corporate Governance, 3(1): 86–90.Google Scholar
Securities and Exchange Board of India (1999) Report of the Kumar Mangalam Birla Committee on Corporate Governance. http://www.sebi.gov.in/commreport/corpgov.jsp?uc_sub_sec_id=48anduc_sec_id=5, downloaded on 06 15 2003.Google Scholar
Securities and Exchange Board of India (2003) Report of the N R Narayana Murthy Committee on Corporate Governance. http://web.sebi.gov.in/commreport/clause49.html, downloaded on 06 15 2004.Google Scholar
Sharma, VD (2004) Board of director characteristics, institutional ownership, and fraud: evidence from Australia. Auditing: A Journal of Practice and Theory, 23(2): 105–118.Google Scholar
Sloan, R (2001) Financial accounting and corporate governance: a discussion. Journal of Accounting and Economics, 32: 335–347.Google Scholar
Smith, CW and Watts, RL (1992) The investment opportunity set and corporate financing, dividend and compensation policies. Journal of Financial Economics, 32(3): 263–292.Google Scholar
Solomon, J and Solomon, A (2004) Corporate Governance and Accountability. Chichester, UK: John Wiley.Google Scholar
Spira, LF (1999a) Ceremonies of governance: perspectives on the role of the audit committee. Journal of Management and Government, 3(3): 231–260.Google Scholar
Spira, LF (1999b) Independence in corporate governance: the audit committee role. Business Ethics: A European Review, 8(4): 262–273.Google Scholar
Sridharan, UV and Marsinko, A (1997) CEO duality in the paper and forest products industry. Journal of Financial and Strategic Decisions, 10(1): 59–65.Google Scholar
Teoh, HY and Lim, CC (1996) An empirical study of the effects of audit committees, disclosure of non-audit fees and other issues on audit independence: Malaysian evidence. Journal of International Accounting, Auditing and Taxation, 5(2): 231–248.Google Scholar
Vance, SC (1983) Corporate leadership: Boards, directors and strategy. New York: McGraw-Hill.Google Scholar
Vafeas, N and Theodorou, E (1998) The relationship between board structure and firm performance in the UK. British Accounting Review, 30: 383–407.Google Scholar
Varma, JR (1997) Corporate governance in India: disciplining the dominant shareholder. IIM-B Management Review, 9 (4): 5–18.Google Scholar
Vancil, R (1987) Passing the baton: Managing the process of CEO succession. Boston, MA: Harvard Business School Press.Google Scholar
Vicknair, D, Hickman, K and Carnes, KC (1993) A note on audit committee independence: evidence from the NYSE on ‘grey’ area directors. Accounting Horizons, 7: 53–57.Google Scholar
Yermack, D (1996) Higher market valuation of companies with a small board of directors. Journal of Financial Economics, 40(2): 185–211.Google Scholar
Zahra, SA and Pearce, JA (1989) Boards of directors and corporate financial review: a review and integrative model. Journal of Management, 15(2): 291–334.Google Scholar