Professional Documents
Culture Documents
Corporate Governance and Disclosure Practices of Indian Firms: An Industry Perspective
Corporate Governance and Disclosure Practices of Indian Firms: An Industry Perspective
Corporate Governance and Disclosure Practices of Indian Firms: An Industry Perspective
net/publication/333776148
CITATIONS READS
12 173
1 author:
SEE PROFILE
All content following this page was uploaded by Dr. Pankaj M. Madhani on 14 June 2019.
Introduction
Corporate governance focuses on a company’s structure and processes to ensure fair,
responsible, transparent and accountable corporate behavior. There are actually many
definitions of corporate governance but they all concern the following:
• Systems of controls within the company;
• Relationships between the company’s board/shareholders/stakeholders;
• The company being managed in the interests of the stakeholders; and
• Greater transparency and accountability to enable users of corporate information to
determine whether the business is being managed in a way that they consider
appropriate.
Corporate governance is a priority for firms because it presents opportunities to manage
risks and add value. The focus of corporate governance is shifting from mere obligation and
compliance with laws and listing standards, to a business imperative for many firms. Corporate
governance significantly influences the firm’s performance. It stands for responsible business
management geared towards long-term value creation. Good corporate governance is a key
driver of sustainable corporate growth and long-term competitive advantage (Madhani, 2007).
* Associate Professor, IBS Business School, IBS House, Opp. AUDA Lake, Near Science City, Off. SG Road,
Ahmedabad 380060, India. E-mail: pmadhani@iit.edu
Corporate
© 2014 IUP.Governance and Disclosure Practices of Indian Firms: An Industry Perspective
All Rights Reserved. 27
Good governance means little expropriation of corporate resources, which contributes to
better allocation of resources and better performance. Investors and lenders will be more
willing to put their money in firms with good governance. Other stakeholders, including
employees and suppliers, will also want to be associated with such firms, as the relationships
are likely to be more prosperous, fairer, and longer lasting than those with firms with less
effective governance (Shah et al., 2009).
A system of corporate governance needs a good level of disclosure and adequate
information to eliminate (or at least reduce) information asymmetries between all parties,
making corporate insiders accountable for their actions. Management recognizes that there are
economic benefits to be gained from a well-managed disclosure policy. For management of
firms, financial reporting and disclosure are potentially important means to communicate firm’s
performance and governance to outside investors. The investors, particularly Foreign
Institutional Investors (FIIs), are concerned with governance structure while investing funds
(McKinsey & Co., 2002). As disclosure improves efficiency of capital allocation and also reduces
the cost of capital, almost all countries devote substantial efforts, time and resources to framing
and regulating disclosure rules and governance structure that publicly listed firms must follow.
The report of the Organization for Economic Cooperation and Development (OECD) on
corporate governance and national development (OECD, 2001) as well as the Asian
Development Bank (ADB) study on corporate governance and finance in East Asia (ADB, 2001)
emphasize the efforts by many developing countries in improving corporate governance and
disclosure structures.
Prior research reveals that fewer studies seek to identify specific characteristics determining
the variation across firms (Ruth et al., 2011). Hence, this study aims to contribute to the
understanding of this issue by analyzing the specific firm characteristics such as the nature of
the firm or type of sector to which the firm belongs, and its impact on disclosure policies.
Disclosure by firms can be categorized as mandatory disclosure and voluntary disclosure.
Voluntary disclosure, also defined as information in excess of mandatory disclosure, has been
receiving an increasing amount of attention in recent corporate governance and disclosure
studies. Because of the inadequacy of mandatory disclosure by firms, the proactive action by
firms such as voluntary disclosure provides investors with the necessary information to make
more informed decisions. It is hoped that this study will enhance the understanding of the
underlying factors that could affect corporate governance and disclosure practices in Indian
firms.
Literature Review
A majority of the research studying the linkage between the level of disclosure and firm
characteristics were on developed countries—the USA (Buzby, 1975; and Lang and Lundholm,
1993), Canada (Belkaoui and Kahl, 1978), the UK (Firth, 1979), Sweden (Cooke, 1989a); Japan
(Cooke, 1992), Switzerland (Raffournier, 1995), and Hong Kong (Wallace and Naser, 1995). A
smaller group of studies have examined developing countries such as Nigeria (Wallace, 1987),
Bangladesh (Ahmed and Nicholls, 1994), Egypt (Mahmood, 1999), and Jordan (Naser et al., 2002).
Objectives
The purpose of this research is twofold. First, to report on the extent of corporate governance
and disclosure practices by a set of non-financial Indian listed firms, and second, to empirically
investigate whether independent variables such as nature of industry affects the extent of
disclosure. Thus, the main objectives are:
• To study the overall corporate governance and disclosure practices in sample firms;
• To measure the extent of corporate governance and disclosure practices of sample
firms with the help of an appropriate instrument as an evaluation tool;
• To know that to what extent firms from different sectors disclose their financial
S. No. S&P BSE Sectoral Indices No. of Firms Studied Weight in Index (%)
1. S&P BSE Auto 6 89
2. S&P BSE Capital Goods 6 94
3. S&P BSE Consumer Durables 6 90
4. S&P BSE Healthcare 6 88
5. S&P BSE IT 6 95
6. S&P BSE Metal 6 82
7. S&P BSE Oil & Gas 6 94
8. S&P BSE Power 6 97
9. S&P BSE FMCG 6 91
Total Sample Size 54 91
Source: Calculated from Data Obtained from BSE Website
provides a reasonable method for measuring the overall disclosure quality of a firm. Prior
research in this area has made extensive use of such index methodology as a research tool
(Marston and Shrives, 1991). Index method involves the development of an extensive list of
disclosure items, which are expected to be relevant to the users of information. The
methodology adopted for computing the disclosure score can be of two types—to use the
published disclosure index used in a relevant prior research or to have a self-constructed
disclosure index for the specific research. In this study, corporate governance and disclosure
practices of firms are measured by using the index developed by Subramanian and Reddy
(2012).
According to Clause 49 of listing agreement of stock exchange, firms have to mandatorily
disclose corporate governance practices as per the guidelines stipulated in Clause 49. It is now
binding on the Indian listed firms to file with SEBI the corporate governance compliance report
along with the financial statements. Hence, there is a need to develop a methodology for
measuring voluntary corporate governance disclosure practices, as mandatory disclosure is
already taken care of by Clause 49 of listing agreement. Subramanian and Reddy (2012) also
focused on the quality of practices and not just the disclosure of certain practices by firms. On
the basis of the S&P instrument, the instrument also classifies corporate governance-related
disclosures under two categories: ownership structure and investor relations (ownership), and
board and management structure and process (board).
The final instrument had 67 items: 19 questions in the ownership disclosure category and
48 in the board disclosure category. Disclosures to the market participants can be made by firms
through annual reports, quarterly reports and continuous disclosures to the stock exchanges.
In this study, only the annual reports of the selected 54 firms were carefully examined for the
financial year 2011-12 for calculating the Corporate Governance and Disclosures (CGD) score.
Hence, to arrive at the overall disclosure score, annual reports of each firm under study were
35
30
Mean CGD Score
25
20
15
10
5
0
)
s (6
( 6)
(6)
54)
(6)
( 6)
(6)
6)
(6)
(6)
e(
ble
ods
ll (
to
CG
tal
as
er
car
IT
Au
era
&G
ura
Me
FM
Go
Pow
alth
Ov
rD
ital
Oil
He
me
Cap
nsu
Sector
Co
In the present research, various sectors are considered as the explanatory variable. In order
to find out if corporate governance and disclosure scores of firms in different sectors are
significantly different, the following hypothesis is tested:
H0: There is no significant difference in CGD scores of firms across industries.
A detailed analysis of the CGD score for sample firms is presented in Table 2. The results
show that there is a difference between the mean and standard deviation of CGD scores of
various sectors. Table 2 indicates that the mean CGD score is highest for IT sector firms (32)
as compared to other sectors in this segment. The mean CGD score of IT sector firms (32) is
considerably higher than the overall mean score of all sectors (25.96). Thus, the IT firms are
found to have the highest corporate governance disclosure.
This could be attributed to the fact that the firms in this sector have seen great expansion
in the last few years. As a result, there is an increased need for capital, and to meet this
requirement of capital, such firms have increasingly approached the global capital markets. Out
of 6 firms in this sector, 2 firms are listed abroad (US). As a consequence, the firms in these
sectors have had to meet the disclosure requirements of two countries, i.e., the home country
and the country of listing—host country.
Further, the CGD score of consumer durables sector is found to be lowest at 19.67. In this
sector, only one company is listed abroad (Europe). Prior research suggests that listing
requirement is much stringent in the US market compared to the European market.
However, the standard deviation of CGD score for FMCG sector firms is found to be higher
(10.82) as compared to other sectors in the sample.
In order to test the significant differences in the corporate governance and disclosure
across various sectors, one-way ANOVA and the Kruskal-Wallis test were used. One-way
ANOVA tests the difference in the dependent variable among two, three or more groups. It
tests whether groups formed by the categories of independent variables are similar. The
Kruskal-Wallis test is the nonparametric test used in place of ANOVA. Results presented in
Table 3 show that the significance value is greater than 0.05. Therefore at 5% level of
significance, the null hypothesis of equality of means fails to be rejected. Thus, there exists
no significant difference between the average corporate governance and disclosure scores
of firms across various sectors.
The disclosure of information in annual reports by firms involves costs. These costs
comprise different elements such as cost of information gathering, management supervision,
audit fees, legal fees and the dissemination of information. Although firms are obliged to
disclose certain items of information because of mandatory regulations, it is often the case that
firms voluntarily disclose more information than is required by law. When voluntary disclosures
are made by firms, it can reasonably be assumed that the benefits of disclosure are perceived
to exceed the costs. Industry is predicted to be related to disclosure for a number of reasons.
Different sectors or industries have different proprietary costs of disclosure. Such proprietary
costs arise when competitors and potential new market entrants gain advantage from the
information disclosed by firms.
Levels of disclosure in annual reports of firms are not likely to be identical throughout all
sectors of the economy. This may occur for a number of reasons. The disclosure standards may
vary according to the nature of the industry, as each industry has its own competitive priorities
in disclosing certain proprietary information. For example, the healthcare sector firms may not
give more information on their drug research and development activities as this may directly
affect their competitive status in the business. Some items of disclosures may be more relevant
to some industries than others.
Similarly, cost competitiveness and project execution capability of Indian IT sector, together
with its extensive international exposure in global outsourcing market, may have an effect on
the extent of its disclosure in corporate annual reports that differs from other sectors. As such,
IT sector may disclose more information for better valuation purposes and also due to stiff
competition than other traditional industries. The disclosures may also depend on the product
line or the diversity of the products of the firm. However, according to the findings of this
research study, no significant correlation exists between the industry type and the level of
disclosure. It is worth pointing out that this result agrees with the findings of Wallace et al.
(1994), Raffournier (1995), Wallace and Naser (1995), and Naser et al. (2002).
References
1. ADB (2001), “Corporate Governance and Finance in East Asia: A Study of Indonesia,
Republic of Korea, Malaysia, Philippines and Thailand”, in Ma Virginita Ca Pulong, David
Edwards and Juzhong Zhuang (Eds.), Country Studies, Vol. 2, ADB Publication.
7. Botosan C A (1997), “Disclosure Level and the Cost of Equity Capital”, The Accounting Review,
Vol. 72, No. 3, pp. 323-349.
8. Buzby S L (1974), “Selected Items of Information and Their Disclosure in Annual Reports”,
The Accounting Review, Vol. 49, No. 3, pp. 423-435.
9. Buzby S L (1975),“ Company Size, Listed Versus Unlisted Stocks and the Extent of Financial
Disclosure”, Journal of Accounting Research, Vol. 13, No. 1, pp. 16-37.
10. Camfferman K and Cooke T E (2002), “An Analysis of Disclosure in the Annual Reports of UK
and Dutch Companies”, Journal of International Accounting Research, Vol. 1, No. 1, pp. 3-30.
11. Cooke T E (1989a), “Disclosure in the Corporate Annual Report of Swedish Companies”,
Accounting and Business Research, Vol. 19, No. 74, pp. 113-122.
12. Cooke T E (1989b), “Voluntary Disclosure by Swedish Companies”, Journal for International
Financial Management and Accounting, Vol. 1, No. 2 pp. 171-195.
13. Cooke T E (1991), “An Assessment of Voluntary Disclosure in the Annual Reports of
Japanese Corporations”, The International Journal of Accounting, Vol. 26, No. 3, pp. 174-189.
14. Cooke T E (1992), “The Impact of Size, Stock Market Listing and Industry Type on
Disclosure in the Annual Reports of Japanese Listed Corporations”, Accounting and Business
Research, Vol. 22, No. 87, pp. 229-37.
15. Despina G, Anastasios A and Antonios S (2011), “The Association Between the Firm
Characteristics and Corporate Mandatory Disclosure the Case of Greece”, World Academy
of Science, Engineering and Technology, Vol. 77, pp. 101-107.
16. Firth M A (1979), “The Effect of Size, Stock Market Listings and Auditors on Voluntary
Disclosure in Corporate Annual Reports”, Accounting and Business Research, Vol. 9, No. 36,
pp. 273-280.
17. Giner B (1997), “The Influence of Company Characteristics and Accounting Regulation on
Information Disclosed by Spanish Firms”, European Accounting Review, Vol. 6, No. 1, pp. 45-68.
23. Marston C L and Shrives P J (1991), “The Use of Disclosure Indices in Accounting Research:
A Review Article”, The British Accounting Review, Vol. 23, No. 3, pp. 195-210.
24. McKinsey & Co. (2002), Global Investor Opinion Survey on Corporate Governance,
available at http://www.mckinsey.com
25. McNally G M, Eng L H and Hasseldine C R (1982), “Corporate Financial Reporting in New
Zealand: An Analysis of User Preference, Corporate Characteristics and Disclosure Practices
for Discretionary Information”, Accounting and Business Research, Vol. 3, No. 49, pp. 11-20.
26. Naser K, Alkhatib K and Karbhari Y (2002), “Empirical Evidence on the Depth of Corporate
Information Disclosure in Developing Countries: The Case of Jordan”, International Journal
of Commerce and Management, Vol. 12, Nos. 3-4, pp. 122-34.
27. OECD (2001), The Tide Rises, Gradually Corporate Governance in India, Report by Omkar
Goswami.
29. Owusu-Ansah S (1998), “The Impact of Corporate Attributes on the Extent of Mandatory
Disclosure and Reporting by Listed Companies in Zimbabwe”, The International Journal of
Accounting, Vol. 33, No. 5, pp. 605-631.
30. Patton J and Zelenka I (1997), “An Empirical Analysis of the Determinants of the Extent
of Disclosure in Annual Reports of Joint Stock Companies in Czech Republic”, The European
Accounting Review, Vol. 6, No. 4, pp. 605-631.
31. Raffournier B (1995), “The Determinants of Voluntary Financial Disclosure by Swiss Listed
Companies”, The European Accounting Review, Vol. 4, No. 2, pp. 261-280.
32. Ruth L H, Garcia-Meca E and Martinez I (2011), “Corporate Governance and Intellectual
Capital Disclosure”, Journal of Business Ethics, Vol. 100, No. 3, pp. 483-495.
33. Shah S, Butt S A and Hasan A (2009), “Corporate Governance and Earnings Management
an Empirical Evidence form Pakistani Listed Companies”, European Journal of Scientific
Research, Vol. 26, No. 4, pp. 624-638.
37. Wallace R S O and Naser K (1995), “Firm Specific Determinants of the Comprehensiveness
of Mandatory Disclosure in the Corporate Annual Reports of Firms Listed on the Stock
Exchange of Hong Kong”, Journal of Accounting and Public Policy, Vol. 14, No. 4,
pp. 311-368.
38. Wallace R S O, Naser K and Mora A (1994), “The Relationship Between the
Comprehensiveness of Corporate Annual Reports and Firm Characteristics in Spain”,
Accounting and Business Research, Vol. 25, No. 97, pp. 41-53.
39. Watts R and Zimmerman J L (1986), Positive Accounting Theory, Prentice-Hall, Englewood
Cliffs, NJ.
40. Zarzeski M T (1996), “Spontaneous Harmonization Effects of Culture and Market Forces
on Accounting Disclosure Practices”, Accounting Horizons, Vol. 10, No. 1, pp. 18-38.
Reference # 04J-2014-04-02-01