Corporate Governance and Firm Performance in Developing Countries
Corporate Governance and Firm Performance in Developing Countries
Corporate Governance and Firm Performance in Developing Countries
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1. Introduction
The relationship between corporate governance and firm performance has been a widely
debated and well-researched topic in the developed countries context. However, in the
past few years, this issue has also been discussed in the context of emerging countries,
such as India, in light of the recent corporate collapses and scams[1]. The corporate
collapses resulting from a weak system of corporate governance highlighted the need to
improve and reform the governance structure. Firms’ governance plays an important role in
the probability of accounting frauds and firms which have a weak governance structure
being more prone to accounting frauds (Berkman et al., 2009). The failure in preventing
these scams has fuelled many debates on the effectiveness of current corporate
governance rules, principles, structures and mechanisms (Sun et al., 2011).
The firms with weaker governance structures have to face more agency problems and
managers of such firms gain more private benefits (Core et al., 1999). The theory of agency
Received 21 April 2014 problem suggests that the directors of a firm are not likely to be as careful with other
Revised 4 September 2015
26 January 2016
people’s money as with their own fund (Letza et al., 2004). The theory further states that the
Accepted 29 January 2016 main purpose of corporate governance is to provide assurance to the shareholders that
PAGE 420 CORPORATE GOVERNANCE VOL. 16 NO. 2 2016, pp. 420-436, © Emerald Group Publishing Limited, ISSN 1472-0701 DOI 10.1108/CG-01-2016-0018
managers are working toward achieving outcomes in the shareholders’ interests (Shleifer
and Vishny, 1997). Other important related theories, for instance, the Stewardship theory,
assume a strong relationship between the success of organization and shareholders’
satisfaction. A steward protects and maximizes shareholders’ wealth through firm
performance, because by doing so, the steward’s utility functions are maximized.
Importantly, the stakeholder theory suggests that a corporate seeks to provide a balance
between the interests of its diverse stakeholders (Abrams, 1951). John and Senbet (1998)
provided a comprehensive review of the stakeholder theory and pointed out the presence
of many parties with competing interests in the operations of the firm. They emphasized the
role of non-market mechanisms such as board size and committee structure as relevant
factors for firms’ performance. The resource dependency theory views agents as resources
who provide social and business networks and indicates that directors’ presence on the
board of other organizations is relevant to establish relationships to have access to
resources in the form of information which can be utilized for the firm’s benefit. Hence, this
theory shows that the strength of a corporate organization lies in the amount of relevant
information it has at its disposal. All the theories of corporate governance suggest for an
effective governance system which involves the appointment of board which includes both
executive as well as non-executive directors.
In the past two decades, there has been an increased intensity of research on the
relationship between corporate governance and firm performance. But the issue has mainly
been explored in developed economies (Hermalin and Weisbach, 1991; Kang and
Shivdasani, 1995; Gompers et al., 2003; Judge et al., 2003; Barnhart et al., 1994; Bauer
et al., 2004; Christopher, 2004; Bhagat and Bolton, 2002; Guest, 2008). The empirical work
on this issue is still at its infancy in the context of developing countries like India, maybe due
to the relatively opaque disclosure practices followed by companies or the data
unavailability problem. Moreover, most of the previous studies on India were either based
on small samples (Dwivedi and Jain, 2005; Ghosh, 2006; Garg, 2007; Jackling and Johl,
2009) with a limited number of observations or on cross-sectional data that do not allow
controlling for unobserved firm effects. For example, to examine the inter-linkage, Ghosh
(2006) used data of 127 listed manufacturing firms for the year 2003 and Garg (2007)
considered a sample of merely 164 companies. Likewise, Kohli and Saha (2008) analyzed
the impact of corporate governance on firm valuation in fast-moving consumer goods and
information technology sectors of India for a sample of 30 firms.
Against this backdrop, the objective of this study is to examine the impact of corporate
governance on firm’s performance for a large representative sample of Indian
manufacturing industry[2]. In doing so, we add several novelties to the existing literature.
First, to make our data set a representative sample of the Indian industry, our empirical
analysis focuses on a large number of companies covering 20 important industries of the
manufacturing sector. Second, we depart from the conventional system of the prior studies
of related literature and instead of focusing on a single measure framework, we utilize a
range of measures of corporate governance including board size, ownership and number
of meetings held, and firm’s performance indicators cover both market and financial
variables. This is important for checking robustness of results to explore the inter-linkage.
Third, recently it has been shown by Bhagat and Bolton (2002) that the linkage between
corporate governance and performance is of an endogenous nature and the regression
results are highly sensitive toward the use of estimation techniques. Bearing this issue in
mind, we use several alternative specifications and estimation techniques for analysis
purposes, including system generalized methods of moments (system-GMM), which
effectively overcomes the problem of endogeneity and simultaneity bias.
The remainder of this paper is organized as follows: Section 2 reviews the literature on the
relationship between corporate governance and firm performance; Section 3 discusses the
sample selection, its characteristics, data sources, construction of hypotheses and model
specification. Section 4 presents the empirical results on the relationship between
2. Review of literature
Much of the standard related literature examines the interrelation between firm
performance and some subset of several measurements of corporate governance, such as
insider– outsider ownership, board composition, board size, executive compensation and
board tasks (Jensen, 1993; Yermack, 1996; Dalton et al., 1999; Coles and Hesterly, 2000;
Elsayed, 2007; Bhagat and Bolton, 2002). Some studies instead of focusing on individual
measures of corporate governance use a composite measure. For instance, Gompers et al.
(2003) and Core et al. (2006) construct a governance index (G-index). In this section, we
review the related literature, and as research on this issue is quite voluminous, we mainly
cover issues of measures of corporate governance and their linkage with firm performance.
Later, we also provide a review of findings of Indian studies.
Identifying an appropriate and optimal board size of a corporate has been a matter of
debate in numerous studies (Lipton and Lorsch, 1992; Jensen, 1993; Yermack, 1996;
Dalton et al., 1999; Hermalin and Weisbach, 2003; Neville, 2011). Some researchers
supported smaller boards, for instance, Lipton and Lorsch (1992); Jensen (1993) and
Yermack (1996), while some others have favored large boards, as it would provide a
greater monitoring and effective decision-making (Pfeffer, 1972; Klein, 1998; Adams and
Mehran, 2003; Anderson and Reeb, 2003; Coles et al., 2008). Supporting a small board
size, Lipton and Lorsch (1992) argued that larger boards might face problems of social
loafing and free-riding. As board increases in size, free-riding increases and efficiency of
the board is reduced. This was confirmed by Jensen (1993), who favored small boards on
the ground that it leads to better decision-making due to greater coordination and lesser
communication problems. Studies like those by Yermack (1996) and Eisenberg et al. (1998)
have also provided evidence that smaller boards are associated with higher firm value. The
larger boards have to face problems of communication and cohesiveness, which in turn
may result in conflicts (O’Reilly et al., 1989). On the other hand, Klein (1998) argued that the
type and magnitude of advice a CEO needs increases with the complexity and size of the
organization. For example, the diversified firms operating in multiple segments might
require greater advice and discussion (Hermalin and Weisbach, 1988; Yermack, 1996)
and, therefore, larger boards are required for such firms.
A significant trend seen in the corporate boards after the series of scandals is the rise of
outside directors in the board. Baysinger and Butler (1985) and Rosenstein and Wyatt
(1990) have shown that the market rewards firms for appointing outside directors. Brickley
et al. (1994) tested the relationship between proportion of outside directors and
stock-market reactions to poison-pill adoptions and found a positive relationship between
the two. However, Yermack (1996) showed that the proportion of outside directors does not
significantly affect firm performance. Similarly, Forsberg (1989) also did not find any
relationship between the proportion of outside directors and various firm performance
measures. Consistent with this notion were Hermalin and Weisbach (1991) and Bhagat and
Bolton (2002), who also failed to find any significant relationship between board
composition and firm performance. Agrawal and Knoeber (1996) opined that boards
expanded for political reasons often result in too many outsiders on the board, which does
not help in the improvement of performance.
The board processes also have a huge impact on firm performance, and meetings are
necessary for the effectiveness of the board tasks (Zahra and Pearce, 1989). When board
of directors meet frequently, they are more likely to discuss the concerned issues and
monitor the management more effectively, thereby performing their duties with better
coordination and in harmony with shareholders’ interests (Lipton and Lorsch, 1992).
Consistent with this notion, Conger et al. (1998) suggested that board meeting time is an
important resource for improving the board effectiveness and, thus, better
3.1 Data
The data for the empirical analysis are extracted from PROWESS[3] database as well as
from the annual and corporate governance reports of the companies. The firms in our
sample are chosen from 20 important industries of the manufacturing sector, which
includes food and beverages, textiles (cotton and synthetic), chemicals (drugs and
pharmaceuticals, inorganic and organic chemicals, cosmetics, polymer, petroleum,
plastic, rubber, tires and tubes), machinery (electrical, non-electrical and electronics
machinery), non-metallic mineral products, metal products, transport, leather and paper
sector. The total manufacturing firms listed under Bombay Stock Exchange in these 20
industries are 2,431 firms. The firms with missing data are excluded from the sample and
we are left with the final sample size of 1,922 firms. For the analysis, we use ROA, ROE and
net profit margin (NPM) as accounting measures, and market performance measures like
adjusted Tobin’s q (TQ) and stock returns (SR). For corporate governance measures, we
consider the board characteristics like board size, independence, activity intensity,
CEO-duality and institutional ownership. The construction of these variables for the
empirical analysis is discussed in Table I. The market firm performance measure, TQ, has
been obtained similar to the calculations of Gompers et al. (2003).
non-executive independent directors on the board by total board size. For estimation
purposes, we use the square of the proportion of outside directors to capture the small
differences in the proportion of outside directors. The study tests the following hypothesis:
H2. Board independence has a positive relationship with firm performance.
3.2.3 Board activity intensity (BM). We measure the intensity of board activity by the
frequency of meetings annually. We use square of board meeting for estimation purpose to
capture the small differences in the board meetings. It is argued that when boards of
directors meet frequently, they are likely to enhance firm performance and, thus, perform
their duties in accordance with shareholders’ interests (Conger et al., 1998). On the
contrary, Vafeas (1999) pointed out that board meetings are not necessarily useful, the
limited time that the non-executive directors spend together may not be used for
meaningful exchange of ideas among themselves or with management. These meetings
also involve heavy costs such as managerial time, directors’ remuneration, etc. Thus, we
seek to investigate the following hypothesis:
H3. The frequency of annual board meetings is negatively related to firm performance.
3.2.4 CEO duality (CEOdual). It is argued that there is a conflict of interest and higher
agency costs when the CEO is also the board chairman (Berg and Smith, 1978; Ehikioya,
2009), and it is suggested that the two positions should be occupied by two different
persons. There is another argument that when the CEO doubles as board chair, it gives the
CEO the opportunity to carry out decisions without any undue influence of bureaucratic
structures. For example, Elsayed (2007), based on initial econometric results, found that
CEO duality has no impact on corporate performance. However, when an interaction term
between industry type and CEO duality is included in the model, the impact of CEO duality
on corporate performance is found to vary across industries. Considering these findings,
the study takes CEO duality, a dummy variable (equals unity when the CEO doubles as
board chair and 0 otherwise), as a parameter of corporate governance variables. We
construct the following hypothesis to test:
where, Yit measures firm performance indicators, i.e. ROA, ROE, NPM, TQ and SR.
BSsqritPOsqritBMsqritCEOdualit and IOit are corporate governance variables of firm i at
period t. AgeitSizeitLevitAdvIntit and RDintit are used as the control variables for firm age,
size, leverage, natural log of advertising and research and development expenditure,
respectively. The calculations of these variables are shown in Table I.
In Table IV, five different analyses are done using Sys-GMM[4] for five different firm
performance measures: ROA, ROE, NPM, TQ and SR in each column, respectively. The
lagged values of dependent variables are used as instruments while conducting the
analysis. The results show that board size is negatively related to accounting firm
performance measure, ROA, but the association is very weak, i.e. 0.0002, implying that
when board size changes by 1 per cent, ROA changes by 0.0002 per cent. The relationship
of ROA with other corporate governance measures could not be established, as they did
not turn out to be statistically significant at any of the conventional levels of significance
(see Column 1 of Table IV).
We have hypothesized board size and meetings to have a positive and negative
relationship with firm performance, respectively. However, our results show that they are
positively associated with TQ, though the association is somewhat weak (see Column 4 of
Table IV). The findings of our study support the results of prior studies by Dalton et al.
Constant 0.128*** 0.099*** 0.091*** 0.084*** 0.117*** 0.572*** 0.670* 0.353* 0.401** 0.356*** 0.001*** ⫺0.001 0.191 0.185 0.077
(0.036) (0.010) (0.007) (0.028) (0.026) (0.233) (0.361) (0.208) (0.181) (0.078) (0.172) (0.266) (0.154) (0.132) (0.106)
BS ⫺0.0002 ⫺0.003 0.002
(0.001) (0.004) (0.003)
PO 0.013 ⫺0.610 0.355
(0.019) (0.717) (0.529)
BM 0.0003 0.001 ⫺0.003
(0.0003) (0.008) (0.006)
CEOdual 0.114 0.002 ⫺0.151
(0.078) (0.512) (0.372)
IO ⫺0.018 ⫺0.084 0.580
(0.300) (0.896) (1.219)
R2 0.0001 0.0006 0.0002 0.0002 0.0001 0.0005 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001
Notes: *, ** and *** indicate significance at 10, 5 and 1% levels, respectively; the figure in parentheses indicates standard error
Table III Impact of corporate governance on market firm performance using fixed effects
D. Dependent variable–TQ E. Dependent variable–SR
Variables (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
Constant 0.574 (0.841) 3.012** (1.411) ⫺0.384 (0.660) 1.133* (0.652) 0.160 (0.580) 0.810*** (0.149) 1.367*** (0.211) 0.678*** (0.127) 0.941*** (0.111) 1.083*** (0.109)
BS 0.007 (0.013) 0.003 (0.002)
PO ⫺4.547* (2.828) ⫺0.355 (0.410)
BM 0.046* (0.026) 0.011** (0.005)
CEOdual ⫺0.622 (1.847) 0.270 (0.312)
IO 5.666 (6.726) ⫺1.509 (1.244)
R2 0.0001 0.0002 0.0001 0.0001 0.0001 0.0006 0.0001 0.0009 0.0004 0.0005
Notes: *, ** and *** indicate significance at 10, 5 and 1% levels, respectively; the figure in parentheses indicates standard error.
Constant 0.203*** (0.058) 0.532* (1.279) ⫺13.102*** (1.642) 16.426*** (5.725) 0.849 (1.524)
BS ⫺0.0002* (0.0001) ⫺0.002 (0.002) 0.0004 (0.003) 0.022* (0.013) ⫺0.003 (0.003)
PO 0.025 (0.020) 0.051 (0.404) ⫺0.236 (0.542) ⫺5.598*** (1.993) ⫺0.772 (0.504)
BM 0.00001 (0.0002) 0.002 (0.004) ⫺0.0008 (0.005) 0.026* (0.020) 0.002 (0.005)
CEOdual ⫺0.002 (0.017) ⫺0.038 (0.353) 0.340 (0.474) 1.419 (1.730) ⫺0.606 (0.427)
IO 0.023 (0.071) 0.985 (1.473) ⫺1.814 (1.970) 19.389*** (7.112) 1.211 (1.747)
Age 0.003* (0.001) ⫺0.023* (0.035) 0.006 (0.046) ⫺0.605*** (0.183) ⫺0.061 (0.042)
Lev ⫺0.296*** (0.007) ⫺0.103 (0.164) ⫺0.543*** (0.214) ⫺0.168 (0.714) ⫺0.166 (0.175)
Size ⫺0.007 (0.006) 0.052 (0.160) 1.965*** (0.192) ⫺0.064 (0.690) 0.409** (0.189)
AdvInt ⫺0.0003 (0.005) 0.122 (0.100) ⫺0.107 (0.135) ⫺0.271 (0.495) 0.117 (0.120)
RDint ⫺0.005 (0.005) ⫺0.018 (0.110) ⫺0.125 (0.147) 0.177 (0.546) 0.121 (0.123)
Perft-1 0.084*** (0.005) 0.076*** (0.006) ⫺0.157*** (0.010) 1.439*** (0.006) ⫺0.010 (0.010)
P- value (0.000) (0.000) (0.000) (0.000) (0.000)
Observations 10,051 10,048 9,966 10,182 8,048
Notes: *, ** and *** indicate significance at 10, 5 and 1% levels, respectively; the figure in parentheses indicates standard error
(1998) and Pearce and Zahra (1992), which indicated that larger boards are associated
with a greater depth of intellectual knowledge, which helps in improving decision-making
process, which in turn improves firm performance. These findings support the resource
dependency theory in terms that access to various resources has a positive influence on
firm performance. The findings of Kathuria and Dash (1999) and Jackling and Johl (2009)
for Indian firms also estimate an improvement in performance with an increase in board
size. Dwivedi and Jain (2005) had also shown a positive association between board size
and firm value. Our findings exhibit a positive relationship between board meeting and firm
performance, which is consistent with the viewpoints of Lipton and Lorsch (1992) and
Zahra and Pearce (1989).
Furthermore, contrary to the expectations, the board independence is negatively
related to TQ, perhaps because of the lack of independence given to outside directors.
Often the independent directors of Indian firms are seen working for the management
because they are selected by the management itself. Bhagat and Bolton (2002)
examined the same for US firms for the period 2000-2004, and they found that board
independence is negatively correlated with operating performance, which is consistent
with the previous findings on India, i.e. Jackling and Johl (2009) and Dwivedi and Jain
(2005). Our results also provide support for the hypothesis that higher degree of
institutions’ shares in the firms is a positive factor for firm performance (TQ). It may be
because institutional shareholding is a key signal to other investors about the potential
profitability of the firm. This leads to the demand for such shares and, thus, improves
market valuation of such firms, as shown by Kyereboah-Coleman (2007). The dummy
variable, CEOdual, is positively related to firm’s performance measure, TQ, though it
fails to pass the statistical test (see Column 4 of Table IV). Some studies like that by
Balinga et al. (1996) found no statistically significant inter-linkage between these
issues. Some authors have shown that there is no significant difference between the
firms with CEO duality and those without it (Daily and Dalton, 1997; Dalton et al., 1998).
Similarly, our result for Indian firms also indicated that CEO duality and firm
performance are insulated to each other.
The age of firm is negatively associated with TQ, implying that the new firms are performing
comparatively better. It is also observed from the results of Table IV that corporate
governance has a significant and sizable impact on market firm performance measure, TQ,
but it is not a crucial determinant. We also attempt to measure the impact of corporate
governance on stock returns, and the results indicate that effects of corporate governance
variables on stock returns are not significant, which supports the findings of Garg (2007).
Our findings related to other control variables indicate that leverage is found to be
Notes
1. During 1990s, there have been a series of corporate scams, such as Harshad Mehta Scam, Ketan
Parikh Scam, UTI Scam, the Vanishing Company Scam, Bhansali Scam and the most unforgettable
Satyam scandal.
2. The Indian manufacturing sector has witnessed tremendous transformation in the new millennium
in the era of liberalization, privatization and globalization. It is the backbone of Indian economy,
contributing nearly 16 per cent to the GDP of the country.
3. The PROWESS database (Release 4.0) is maintained by CMIE and is broadly similar to the
Compustat database of US firms. It is increasingly being used in the literature for firm-level analysis
of the Indian industry and contains financial information on around 27,000 companies, either listed
on stock exchanges or the major unlisted companies.
4. The same analysis has also been done using the fixed-effects method; results are quite similar to
that of Sys-GMM. These results are not reported here to conserve the space. However, they can
be made available on request from the corresponding author.
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Corresponding author
Chandan Sharma can be contacted at: [email protected]
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