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THE INFLUENCE OF INDEPENDENT AND EFFECTIVE AUDIT

COMMITTEES ON EARNINGS QUALITY

Daniel Bryan
M.H. Carol Liu
Samuel L. Tiras*

Department of Accounting and Law, School of Management


State University of New York at Buffalo

January 6, 2004

*Corresponding author: Sam Tiras, stiras@buffalo.edu


(716) 645-3215

We wish to acknowledge the helpful comments of the seminar participants at University of


Alabama, Nanyang Technical University-Singapore, State University of New York at Buffalo,
and the 2003 American Accounting Association annual meeting. Additionally, we wish to thank
Larry Abbott, Kareen Brown, Todd DeZoort, Aretha Hall, Susan Hamlen, Troy Janes, Emad
Mohd, Susan Parker, Joe Piotroski and Hun-Tong Tan for their helpful comments and assistance.
THE INFLUENCE OF INDEPENDENT AND EFFECTIVE AUDIT
COMMITTEES ON EARNINGS QUALITY

Abstract

The Blue Ribbon Committee (BRC) on Improving the Effectiveness of Corporate Audit
Committees (1999) argued that audit committees would enhance the financial reporting process,
when comprised of members that are independent, financially literate, commit sufficient time to
the committee and meet regularly. We investigate whether the BRC recommendations would
likely increase the quality of reported earnings by testing whether earnings informativeness and
transparency are greater for those firms that currently employ audit committees meeting the BRC
recommendations over those that do not. Our proxy for informativeness is the magnitude of the
earnings response coefficient (ERC) and for transparency is the degree of mispricing
(overpricing) found with accruals. We find stronger ERCs when the audit committee members
are independent and financially literate, and less overpricing of accruals when the audit
committee members are independent and meet regularly. These results are not sensitive to other
factors that could influence the audit committee’s oversight (CEO influence, CEO shareholdings
and large outside blockholders) nor to other variables the literature has indicated could influence
ERCs or market mispricing. Overall, these results suggest that independent and effective audit
committees enhance the quality of reported earnings, lending evidence supporting the BRC
recommendations and the Sarbanes-Oxley Act of 2002.

Key Words: Audit Committee, Corporate Governance, Earnings Quality, Earnings Response
Coefficients, Market Mispricing.

Data Availability: The data used in this study are available from the sources indicated in the
text. A list of sample firms is available from the authors.
1. Introduction

This paper examines the relationship between audit committee characteristics and the

quality of corporate earnings. In Release No. 34-42266, the Securities and Exchange

Commission (SEC) indicates that audit committees play a critical role in the financial reporting

system by overseeing and monitoring the participation of management and the independent

auditor in the financial reporting process (SEC 1999). Although the entire board of directors

bears the ultimate responsibility for monitoring the financial reporting process, the board

typically delegates this responsibility to the audit committee. In the SEC’s view, the audit

committee must be ‘first among equals’ in the financial reporting process, since the audit

committee is an extension of the full board and hence the ultimate monitor of the process (SEC

1999).

The responsibilities of audit committees include appointing the external auditors, meeting

with the auditors to evaluate the corporation’s financial statements, interacting with the internal

financial managers and internal auditors, and reviewing the firm’s internal controls. Recent

accounting scandals and corporate bankruptcies, however, have raised questions about the

independence and effectiveness of audit committees.

In 1998, then SEC chairman Arthur Levitt expressed his “[f]ear that we are witnessing an

erosion in the quality of earnings, and therefore, the quality of financial reporting (Levitt 1998).”

In his plan for enhancing financial reporting quality, he advocated strengthening a firm’s

corporate governance by improving the independence and effectiveness of audit committees.

Levitt expressed his position as follows:

“[Q]ualified, committed, independent and tough-minded audit committees represent the


most reliable guardians of the public interest. Sadly, stories abound of audit committees
whose members lack expertise in the basic principles of financial reporting as well as the
mandate to ask probing questions. In fact, I’ve heard of the audit committee that
convenes only twice a year before the regular board meeting for 15 minutes and whose
duties are limited to a perfunctory presentation. Compare that situation with the audit
committee which meets twelve times a year before each board meeting; where every
member has a financial background; where there are no personal ties to the chairman or
the company; where they ask tough questions of management and outside auditors; and
where, ultimately, the investor interest is being served (Levitt 1998).”

Levitt called for a special committee to address his concerns about the deteriorating

quality of financial reporting. The resulting Blue Ribbon Committee (BRC) on Improving the

Effectiveness of Corporate Audit Committees forwarded ten recommendations on improving

oversight of the financial reporting process. Their recommendations called for audit committees

to be more effective in overseeing the financial reporting process. The BRC report raised the

awareness of certain attributes expected of audit committee members as particularly important,

specifically, recognition of the significance of the audit committee’s responsibility, time

commitment, financial literacy, and above all, independence (BRC 1999). Among other

recommendations, the BRC recommended that the audit committee be comprised of at least three

directors, each of whom is independent and financially literate, or becomes financially literate

within a reasonable period of time after his appointment to the audit committee.

Since earnings quality is not well defined, we investigate whether mandating the BRC

recommendations would likely increase the quality of reported earnings by performing two types

of earnings quality tests that address the concerns expressed by the SEC and Congress. The first

set of tests follows the common theme of the SEC’s call for higher quality earnings. This theme

is exemplified by Lynn Turner’s (former SEC Chief Accountant) 1999 speech on improving the

quality of financial reporting, in which he suggests the impact of higher quality earnings would

be more informed (better) decisions by users.

“Through the continued team efforts of financial management, auditors, and audit
committees, high quality financial statements will continue to provide the necessary
information required for investors to make informed decisions (Turner 1999).”

2
If independent and effective audit committees improve the quality of reported earnings by

providing better information to users, as Turner claims, then we would expect the

informativeness of reported earnings for those firms that currently employ independent and

effective audit committees (those that meet the BRC recommendations) to be greater than for

those that do not.1 Similar studies that examine the influence of auditors, boards and other

factors on earnings informativeness conclude these factors improve informativeness when they

are associated with a higher earnings response coefficient (ERC). For instance, Teoh and Wong

(1993) evaluate whether the ERC for firms employing BIG 8 auditors is higher than for firms

employing NONBIG 8 auditors, concluding auditor size does influence earnings quality.

By measuring earnings informativeness as the ERC, we find that audit committees

comprised of independent and financially literate directors improve earnings informativeness.

We find no evidence, however, that audit committees that meet more frequently or comprised of

directors free to commit more time to the committee improve earnings informativeness. These

results are not sensitive to other factors that could influence the audit committee’s oversight,

such as CEO influence, CEO shareholdings and large outside blockholders serving on the audit

committee, nor to other variables the literature has indicated could influence ERCs.

More recently, Congress, through the Sarbanes-Oxley Act of 2002, expressed concerns

about the transparency of reported earnings. Lynn Turner defines transparency in financial

reporting as, “...the extent to which financial information about a company is visible and

understandable to investors, other market participants, and regulators (1999).” Turner further

1
By defining independence and effectiveness in terms of the BRC’s definition, our tests are essentially tests of
the characteristics that the BRC identifies as being independent and effective. Since our results will show that
not all of the characteristics are associated with higher quality earnings, one possible conclusion of our study is
that the BRC may have mis-specified or over-specified those characteristics that may be important to
independent and effective audit committees.

3
claims that, “[t]ransparent financial information allows market participants to better evaluate

counterparty risks and adjust the availability and pricing of funds in ways that can promote

efficient financial markets (2001).”

Together, Turner’s comments suggest that a lack of transparency would likely lead to the

types of market mispricing documented by Sloan (1996), Xie (2001) and others, where the

market systematically misprices securities by overvaluing the accruals component of reported

earnings. If independent and effective audit committees enhance earnings quality by improving

the transparency of reported earnings, as Congress and others claim, then we would expect to

observe a reduction in the mispricing documented in these studies. Our second set of tests of

earnings quality, therefore, investigates whether independent and effective audit committees

reduce this mispricing.

In our tests of mispricing, our results are consistent with the prior literature in that we

find accruals are systematically overvalued. The degree we find that accruals are overpriced is

significantly lower when audit committees are independent and meet regularly. We find no

evidence of such a reduction, however, when audit committee members are financially literate

and able to dedicate more time to the committee by serving on no more than three other boards.

As with our other set of tests, our results are not sensitive to other factors that could influence the

audit committee’s oversight nor to other variables the literature has indicated could influence the

mispricing. Together, our findings that independent and effective audit committees enhance

earnings informativeness and transparency suggest that the BRC recommendations and

Congress’s actions in passing the Sarbanes-Oxley Act of 2002 are likely to meet their goal of

improving the quality of reported earnings.

4
We organize the remainder of this paper as follows. Section two reviews the prior

literature on the association of certain board and audit committee characteristics with financial

reporting quality. We formulate our models and formal hypotheses in section three. Section

four discusses the sample selection and describes our empirical measures. We present our results

in section five, and section six concludes our study.

2. Related Literature

2.1 THE RELATION BETWEEN THE EARNINGS-RETURNS RELATION AND BOARDS

The prior literature provides some evidence concerning the influence of the board and the

audit committee on earnings quality. In testing the influence of audit committees on earnings

informativeness, Wild (1996) finds that the market reaction to reported earnings issued

subsequent to the formation of the audit committee is higher than in prior periods. Menon and

Williams (1994) point out, however, that the mere formation of an audit committee does not

mean that the board of directors explicitly relies on the audit committee to enhance its

monitoring ability. Menon and Williams (1994) consider two characteristics of the audit

committee, independence and meeting frequency, to determine if the board explicitly relies on

the audit committee as a mechanism to control management. Our study, therefore, follows

Menon and Williams’ (1994) argument in the sense that we test whether specific characteristics

of the audit committee (those recommended by the BRC) influence earnings quality.

Vafeas (2000) investigates whether the earnings-returns relation varies with board

independence and board size. He finds that the earnings-returns relation is stronger (albeit

weakly) for firms with smaller boards, but he finds no significant association between the

5
earnings-returns relation and board independence. Since board independence is most important

when the board serves in a monitoring capacity, the lack of results in Vafeas (2000) may be due

to the relegation of the monitoring function to the audit committee, as suggested by the focus on

audit committees by the BRC and the Sarbanes-Oxley Act of 2002.

In summary, both Wild (1996) and Vafeas (2000) provide evidence suggesting a relation

between the board and the audit committee and earnings quality, measured through the earnings-

returns relation. The nature of the relation, however, is not clear from their studies. Our study

attempts to better characterize the nature of this relation.

2.2 THE INDEPENDENCE OF THE CORPORATE BOARD AND AUDIT COMMITTEES

The BRC regards audit committee independence as paramount, above all other

characteristics. Several studies provide evidence of the relation between board or audit

committee independence and financial reporting quality. Beasley (1996) presents evidence that

the likelihood of fraud is higher when the percentage of outside directors is low. He does not

find, however, that the presence of an audit committee reduces this likelihood.2 In contrast,

Dechow et al. (1996) find that in addition to board independence, the presence of an audit

committee reduces the likelihood of a firm being subject to enforcement actions by the SEC.

Abbott et al. (2000) confirm Dechow et al.’s (1996) result by finding that firms with independent

audit committees are less likely to be sanctioned by the SEC. Further, Abbott et al. (2002) find

that audit committee independence is inversely related to earnings restatements. Finally, Klein

(2002a) documents a negative relation between board and audit committee independence and

earnings management. Together, these studies document the influence of audit committee

2
Again, Menon and Williams (1994) point out that the formation of an audit committee does not mean that the
board relies on the committee to oversee the financial reporting process.

6
independence on financial reporting quality, but only for the extreme cases of financial reporting

fraud and earnings restatements.

2.3 THE EFFECTIVENESS OF THE CORPORATE BOARD AND AUDIT COMMITTEES

The BRC specifies other important characteristics, namely, meeting activity, financial

literacy and the time commitment of committee members as key determinants of an effective

audit committee. These characteristics, according to Levitt (1998) and the BRC, likely influence

the financial reporting process. Abbott et al. (2000) provide evidence consistent with this claim

by finding that firms whose audit committees meet less than the minimum threshold are more

likely to restate earnings. DeZoort et al. (2002) interpret meeting frequency as a measure of the

audit committee’s due diligence. Further, Abbott et al. (2002) document greater incidences of

earnings restatements and fraud when the audit committee members lack financial literacy.

Together, these studies document the influence of audit committee effectiveness for extreme

cases of financial reporting. Finally, Core et al. (1999) argue that audit committee effectiveness

deteriorates when its members serve on ‘too many’ boards. They point out that experience from

serving on another board is expected to initially enhance the effectiveness of the audit committee

members, but that benefit quickly reverses when directors serve on too many (more than three)

boards.

2.4 OTHER FACTORS POTENTIALLY INFLUENCING AUDIT COMMITTEES

Other factors identified in the literature that may influence the audit committee’s

oversight of the financial reporting process include: the CEO’s influence over the board, the

CEO shareholdings in the firm and the existence of large outside blockholders of corporate stock

serving on the audit committee.

7
CEO Influence

The ability of audit committees to enhance the oversight of the financial reporting process

is likely impacted by the degree of influence exerted by the CEO. Shivdasani and Yermack

(1999) document that when the CEO serves on the nominating committee or when no

nominating committee exists, firms appoint fewer independent outside directors to the board.

Further, Dechow et al. (1996) find a greater incidence of earnings management that is subject to

SEC enforcement action when the CEO also serves as the Chairman of the Board, in particular

for those firms lacking an audit committee. These studies provide evidence that the greater the

influence of the CEO, the less likely that the audit committee would enhance the oversight of the

financial reporting process.

CEO Stock Ownership

Warfield et al. (1995) find that higher CEO stock ownership helps alleviate some of the

agency problems that arise in corporations. To the extent that CEO stock ownership aligns the

CEO’s incentives and serves as a substitute for monitoring, the influence or demand for

independent and effective audit committees would likely be diminished. In contrast, Klein

(2002a) finds a positive correlation between CEO shareholdings and earnings management,

consistent with recent events and accounting scandals. Together, these studies suggest that CEO

stock ownership is likely to influence (positively or negatively) the financial reporting process

and the role of the audit committee in overseeing this process.

Outside Blockholders

Large outside blockholders of corporate stock (owning at least five-percent of the firm’s

common stock) typically exert a degree of influence and control on the firm. This influence

would likely supplement the monitoring activities relegated to the audit committee, thus

8
influencing the relation between the audit committee characteristics and the earnings quality.

Klein (2002b) provides evidence of this trade-off between outside blockholders and audit

committee independence, when large outside blockholders serve on the committee. Further,

Klein (2002a) finds a reduction in earnings management in the presence of large outside

blockholders on the committee. Together, these studies suggest audit committee oversight may

be influenced by the presence of large outside blockholders on the committee.

In sum, prior research provides evidence that audit committee independence and

influence exerted by the CEO are correlated with the amount of restatements and fraud in the

financial reports. Prior research also provides evidence that audit committee activity, financial

literacy and time commitment are correlated with accounting restatements and fraud. These

results suggest that earnings quality is higher when firms have independent and effective audit

committees. This evidence, however, is necessarily indirect and addresses only the extreme

elements of financial reporting. Our study contributes to the literature by providing additional

evidence that focuses directly on the influence of independent and effective audit committees on

earnings informativeness and transparency, documenting that the ERC is stronger and mispricing

less severe for those firms with independent and effective audit committees.

3. Model and Hypothesis Development

To test whether strong and effective boards improve earnings quality by enhancing

earnings informativeness and transparency we develop two separate empirical models that test

whether ERCs are higher and mispricing lower, respectively.

9
3.1 EARNINGS INFORMATIVENESS TESTS

We estimate the ERC (our informativeness metric) by regressing cumulative abnormal

returns on unexpected earnings, as follows:3

CAR t = α 0 + α1 UE t + ε t (1)

where:

CAR t = holding period returns cumulated from the day after the prior year’s earnings
announcement date for year t-1 through the day current earnings
announcement date for year t, less market holding period returns for the
same period;
UE t = unexpected earnings reported for year t, proxied as the actual reported
earnings less the consensus analyst forecasts of annual earnings measured as
the first forecast after the prior year’s earnings announcement date;
αi = regression coefficients, i ∈ [0, 1];
εt = error term.

Our test window is one year, since the focus of both the BRC and Sarbanes-Oxley Act of

2002 includes the audit committee’s responsibility in overseeing annual earnings through the

appointment of the auditor and the continued interaction with the auditor during the year-end

audit. A shorter window surrounding the annual earnings announcement alone would capture

only the fourth quarter ERC, rather than the ERC for annual earnings (Manry et al. 2003).

Further, the long windows approach reduces the noise in ERCs and mitigates the concern that the

returns-earnings window could be mis-aligned (Ali and Zarowin 1992; Collins and Kothari

1989; Kothari 2001).4

3
For clarity, we suppress firm specific subscripts for all models presented. We deflate our regressions by price,
set at the beginning of the returns window, to control for heteroskedasticity and size (see Brown et al. 1999).
4
As an alternative specification, we also perform our tests by regressing returns on annual earnings and changes
on annual earnings, where the sum of the coefficients on levels and changes serve as the measure of unexpected

10
To test our expectation that independent and effective audit committees increase the

ERC, we create a dummy (0, 1) indicator variable for audit committee independence (INDt) and

three indicator variables for audit committee effectiveness (EFFi,t, where i ∈ [0, 2]) representing

the BRC’s recommended levels for financial literacy (FINLITt), meeting frequency (MEETt) and

time commitment (NOBUSYt).5 We set each of these variables to one when the audit committee

meets the BRC recommendation for independence, financial literacy, frequent meetings

(minimum four meetings) and time commitment (members serve on no more than three boards),

respectively, otherwise zero.

We interact the indicator variables with our measure of unexpected earnings (UEt) to test

our predictions. We also include the indicator variables individually (intercept effect) in the

regressions to control for other possible cross-sectional differences across our sample firms.

Additionally, we include in our model three indicator variables representing other factors

(OTHERj,t, where j ∈ [0, 2]) that the prior literature suggests could influence the oversight of the

financial reporting process. These variables are set to one when the CEO does not serve both as

the Chairman of the Board and as a member on the nominating committee (NOINFt) or hold

above average quantities of corporate stock (CEOSHRt), and when a member of the audit

committee is a large outside blockholder (BLOCKt), otherwise zero.6

In addition to the factors we include to control for other influences into the oversight of

the financial reporting process, we include additional control variables (CNTLk,t, where k ∈ [0,

earnings (Ali and Zarowin 1992; Ohlson and Shroff 1992). The results and conclusions from this specification
did not vary in any material way from using analyst forecasts to approximate unexpected earnings.
5
Consistent with the intent of the BRC and Congress, we classify ‘gray’ directors as not independent.
6
The results from Dechow et al. (1996) suggest that CEOs that founded the firm would also exert significant
influence. For our sample of Fortune 500 firms, only a small proportion of the CEOs were the firm’s founder,
so any inference regarding founder from our study may be misleading. However, when we redefine NOINFt to
include founders that also serves as the Chairman of the Board or on the nominating committee as also being
influential, the proportion of influential CEOs in our sample does not significantly change nor do our results.

11
4]) that the prior literature has identified as potentially influencing the relation between

unexpected earnings and cumulative abnormal returns. These factors identified by Collins and

Kothari (1989) and Teoh and Wong (1993), among others, include market beta (BETAt), analyst

expectation of future growth (GROWTHt), analyst precision (PRECISIONt), earnings persistence

(PERSt), and negative earnings (LOSSt).7 Finally, we also include an additional variable

( UE t UE t ) that allows for a nonlinear relation between unexpected earnings and cumulative

abnormal returns, as noted in Freeman and Tse (1992), by interacting unexpected earnings with

the absolute value of unexpected earnings. Our informativeness test model is thus as follows:

CAR t = α 0 + α1 UE t + α 2 IND t + α 3 UE t * IND t

(α OTHER j, t + α 11+ 2 j UE t * OTHER j, t )


2 2
+ (α 4 + 2 i EFFi , t + α 5 + 2 i UE t * EFFi , t ) + 10 + 2 j (2)
i =0 j= 0
4
+ (α 16 + 2 k CNTL k , t + α 17 + 2 k UE t * CNTL k , t ) + α 26 UE t UE t + ν t
k =0

where:

αi = regression coefficients, i ∈ [0, 26];


νt = error term.

All other variables are defined as above. A feature of our informativeness test model is

that we construct indicator variables rather than continuous variables to measure the

independence and effectiveness of audit committees. The merit of this approach is that it allows

direct comparisons across each governance characteristic.

7
While Teoh and Wong (1993) also identify auditor size as a variable associated with ERCs, the choice of
auditors is attributable to the audit committee, thus controlling for the auditor selection would in fact be
controlling for a primary function of the audit committee. Further, from our sample of Fortune 500 firms, little
variation exists across our sample firms for auditor size.

12
If independent and effective audit committees enhance earnings informativeness, such

that the ERC is greater for those firms with these characteristics, we will find positive

coefficients in Equation (2) for UEt, interacted with INDt or EFFi,t. We formally state this in our

first two hypotheses (in alternative form) below:

H1a: The association of unexpected earnings with cumulative abnormal returns


is greater with independent audit committees (α3 > 0).

H2a: The association of unexpected earnings with cumulative abnormal returns


is greater with effective audit committees (α5 > 0; α7 > 0; and, α9 > 0).

We separately test the effects of independence and effectiveness in H1a and H2a,

respectively, to identify the influence of each characteristic on earnings informativeness. We

also test H1a and H2a jointly and test whether the effects of independence and effectiveness are

incremental to each other. The BRC, however, positions independence above all other audit

committee characteristics. This priority placed on independence would be confirmed if α3 is

greater than the coefficients on the effectiveness characteristics (α5, α7 or α9) in our joint test of

Equation (2). We formally stated this in our third hypothesis (in alternative form) below:

H3a: The association of unexpected earnings with cumulative abnormal returns


is greater with independent committees than with effective committees (α3
> α5, α7 or α9).

3.2 EARNINGS TRANSPARENCY TESTS

Before we can develop our tests of mispricing (our proxy for transparency), we must first

estimate a firm’s intrinsic value. We employ Aboody et al.’s (2002) measure of intrinsic value

13
that estimates intrinsic value as the future cum-dividend price, discounted at one plus the risk-

induced, conditional expected return (CRSP size-based decile return), as follows:8

Pt +1 + DIVt +1
Vt = (3)
1 + rt*+1

where:

Vt = intrinsic value per share;

Pt +1 = market price per share as of the day after the year t+1 earnings
announcement date;
DIVt +1 = dividends per share for year t+1;

rt*+1 = CRSP sized-based decile return for year t+1.

Aboody et al. (2002) then regress Vt on net book value and current earnings to test the

relation between these accounting measures and intrinsic values. To test our hypotheses that

independent and effective audit committees reduce the overpricing of accounting accruals, we

modify Aboody et al.’s base model by including operating cash flows as an additional regressor.

We also omit net book value from our tests (as does Sloan 1996, among others) to focus on

earnings quality through the mispricing of accruals.9 The resulting model is as follows:

Vt = β 0 + β1 OCF t + β 2 NI t + µ t (4)

where:

8
Aboody et al.’s (2002) measure of intrinsic value is not restricted to one-year-ahead cum-dividend market
prices, rather the measure can be extended to multiple years. We chose one-year-ahead market prices as our
basis for intrinsic value to be consistent with other mispricing studies (e.g., Sloan 1996, among others).
9
When we include book value in our regressions, our results are consistent with the results in Aboody et al.
(2002) in that the market significantly undervalues book value. We find that independent and effective audit
committees do not consistently reduce the underpricing of book value across our mispricing tests. The
inclusion of book value in the regression, however, does not alter our findings with respect to the mispricing
accounting accruals.

14
OCFt = operating cash flows per share for year t, calculated from the Statement of
Cash Flows;
NI t = earnings per share before extraordinary items reported for year t;

βi = regression coefficients, i ∈ [0, 2];

µt = error term.

All other variables are defined as above. By regressing reported earnings and operating cash

flows jointly in equation (4), β1 represents the incremental value relevance (intrinsic pricing) of

cash flows over accruals and β2 represents the value relevance (intrinsic pricing) of accruals

alone (Jennings 1990).10

In contrast, if we regress market price (Pt) in Equation (4) as the dependent variable,

rather than intrinsic value, the regression coefficients would represent the actual pricing by the

market. The differences in these coefficients, therefore, represent the market mispricing. To test

how the coefficients differ between the two dependent variables, Vt and Pt, we set the dependent

variable as Vt − Pt, as follows:11

Vt − Pt = γ 0 + γ 1 OCF t + γ 2 NI t + η t (5)

where:

γi = regression coefficients, i ∈ [0, 2];

ηt = error term.

10
Since we focus on the transparency of earnings to the securities markets, rather than earnings management, we
focus on total accruals (as in Sloan 1996) rather than abnormal accruals (as in Subramanyam 1996 or Xie 2001).
11
As above, we deflate our regressions by price, set as of the day after the year t-1 earnings announcement date, to
control for heteroskedasticity and size.

15
All other variables are defined as above. In equation (5), γ1 therefore represents the mispricing

of operating cash flows relative to accruals, and γ2 represents the mispricing of accruals alone

(our test metric).

To test our expectation that independent and effective audit committees reduce the

overpricing of accruals, we interact NIt with our indicator variables for independence (INDt) and

effectiveness (EFFi,t, where i = FINLITt, MEETt and NOBUSYt).12 We again include the

indicator variables individually (intercept effect) in the regressions to control for other possible

cross-sectional differences across our sample firms. We also include in our model the three

indicator variables representing other factors (OTHERj,t, where j = NOINFt, CEOSHRt and

BLOCKt) that could influence the oversight of the financial reporting process.

We also incorporate into our regressions control variables that Ali et al. (2003) and

Fairfield et al. (2003) find account, in part, for the mispricing of accruals. These additional

control variables are the same as three of the additional control variables (CNTLk,t) included in

the prior set of regressions: market beta (BETAt), analyst expectation of future growth

(GROWTHt) and analyst precision (PRECISIONt). Our test model is thus as follows:

Vt − Pt = γ 0 + γ1 OCFt + γ 2 NI t + γ3 IND t + γ 4 NI t * IND t

(γ OTHER j, t + γ 12+ 2 j NI t * OTHER j, t )


2 2
+ (γ 5 + 2 i EFFi , t + γ 6 + 2 i NI t * EFFi , t ) + 11+ 2 j (6)
i =0 j= 0
2
+ (γ 17 + 2 k CNTL k , t + γ 18+ 2 k NI t * CNTL k , t ) +ξ t
k =0

where:

12
Sloan (1996) and Xie (2001) find the market systematically undervalues operating cash flows relative to
accruals. When we interact our independent and effective variables with OCFt in addition to NIt we find that
the audit committee independence and effectiveness do not reduce the relative underpricing of operating cash
flows across our mispricing tests. The inclusion of the additional interaction terms in the regression, however,
does not alter our findings with respect to the mispricing accounting accruals.

16
γi = regression coefficients, i ∈ [0, 22];

ξt = error term.

All other variables are defined as above. If accruals are overpriced, as the prior literature

indicates, we would observe in Equation (6) a negative coefficient on NIt (γ2 < 0) when tested

without the indicator variables or interaction terms.

If independent and effective audit committees enhance earnings transparency, such that

the overpricing of accruals is lower for those firms with these characteristics, we will find

positive coefficients on NIt, interacted with INDt or EFFi,t, from Equation (6). We formally state

this in our next two hypotheses (in alternative form) below:

H1b: The mispricing of accounting accruals is lower with independent audit


committees (γ4 > 0).

H2b: The mispricing of accounting accruals is lower with effective audit


committees (γ6 > 0; γ8 > 0; and, γ10 > 0).

We again separately test the effects of independence and effectiveness in H1b and H2b,

respectively, to identify the influence of each characteristic on earnings transparency. We also

test H1b and H2b jointly and test whether the effects of independence and effectiveness are

incremental to each other. If independence increases earnings transparency more than any other

audit committee characteristic, as implied by the BRC’s positioning of independence above all

else, we would expect to observe the overpricing of accruals will be lower for independent

committees than for effective committees. This would be confirmed if γ4 is greater than the

coefficients on the effectiveness characteristics (γ6, γ8 or γ10) in our joint test of Equation (6).

We formally stated this in our final hypothesis (in alternative form) below:

17
H3a: The mispricing of accounting accruals is lower with independent
committees than with effective committees (γ4 > γ6, γ8 or γ10).

4. Sample Selection and Descriptive Statistics

4.1 SAMPLE SELECTION CRITERIA

We collected board and audit committee data for firms listed on the 1996 Fortune 500,

over the period 1996 to 2000. We limited our sample to only the 500 largest firms since board

and audit committee data is most likely available for these firms and these firms are currently

under the most scrutiny by the SEC and other groups.13 Of the possible 2,500 firm-years, we

deleted those firm-years from the financial institution and utility industries, reducing our sample

by 460 firm-years and 205 firm-years, respectively. We deleted these observations from our

sample since these are from regulated industries such that governmental auditors, compliance

officers, and others also oversee the financial reporting process, beyond the oversight performed

by the board or the audit committee.14

Over our sample period, these selection criteria yielded 1,835 firm-years. To be included

in our final sample, each firm-year had to have sufficient data for our hypothesis tests, as well as

for our sensitivity tests. We thus required proxy data on a firm’s audit committee, including its

members’ affiliations, background and other board activities, and the frequency of meetings

throughout the year. Data on large outside blockholders was also required. As detailed in Table

1, these selection criteria resulted in the loss of 343 firm-years. Further, we lost 12 observations

for missing earnings announcement dates.

13
In comparison, Vafeas (2000) limits his sample to only the top 350 firms in the Fortune 500 and Klein (2002a,
2002b) limits her samples to the S&P 500.

18
______________________________

Insert Table 1 Here


______________________________

From the I/B/E/S database, we required analysts’ forecast of growth and analyst

following for both the informativeness and transparency samples, resulting in a loss of seven

observations. We also required from I/B/E/S for the informativeness sample data on reported

earnings and analysts’ consensus forecasts, reducing our informativeness sample by two

additional observations.

From Compustat, we require for both samples the earnings announcement dates, current

year’s income before extraordinary items, operating cash flows and dividends, resulting in a loss

of 34 observations. For the informativeness sample, we also required the prior eight years of

data on income before extraordinary items to calculate the control variable of earnings

persistence. This additional time-series requirement resulted in a loss to the informativeness

sample of 121 observations.15

From CRSP, we required data for both samples on the prior year’s daily returns to

calculate market beta (and current year’s daily returns to calculate cumulative abnormal returns

for the informativeness sample), resulting in a loss of 22 observations. For the transparency

sample, we also required data on size-based decile returns, market price on the day after the

current earnings announcement date and after the next year’s earnings announcement date,

resulting in an additional loss of 117 observations.

14
For similar reasons, Manry et al. (2003) also deleted financial institutions and utilities from their study of the
BRC recommendation to mandate timely reviews of quarterly earnings.
15
We also calculated earnings persistence as the earnings/price ratio, as in Lundholm and Myers (2002), thus
eliminating the loss of the additional 121 observations. Our results were substantially unchanged by the
alternative specification for persistence and the increased sample size.

19
Finally, we deleted three observations from the informativeness sample and five

observations from the transparency sample that the DFFIT test identified as unduly influencing

our results (see Neter et al. 1989), yielding a final sample of 1,291 and 1,295 for the

informativeness and transparency sample, respectively.16

4.2 DESCRIPTIVE STATISTICS

Table 2 presents descriptive statistics of the data. Panel A presents the full sample along

with the sample partitioned on whether the audit committee is comprised completely of

independent directors (henceforth, 100% independent group) or comprised of at least one

director directly or indirectly related to the company (henceforth, <100% independent group).

Panel B presents the sample partitioned on whether the audit committee meets at least two of the

three BRC recommendations (financial literacy, meeting frequency and time commitment) for

effective audit committees (henceforth, >66% effective group) or fails to meet at least two of

these recommendations (henceforth, <66% effective group). Each panel separately reports the

informativeness and transparency samples.

______________________________

Insert Table 2 Here


______________________________

In comparing the financial statistics for the informativeness sample, we find that neither

cumulative abnormal returns nor unexpected earnings significantly differ across the

16
The distributions of observations across the industries for both samples are similar to the overall distribution of
the Fortune 500. Within both samples, the industry representation of firms with independent and non-
independent audit committees as well as effective and non-effective audit committees is substantially balanced,
suggesting that industry differences would not account for the empirical regularities we observe. As an
additional test, we include industry dummy indicator variables and retest our regressions by including these
variables both as intercepts and as interactions with either unexpected earnings (informativeness tests) or
reported earnings (transparency tests). The inclusion of these variables does not alter our results or conclusions.

20
independence groups. We also find that across the transparency sample, neither mispricing (Vt –

Pt) nor reported earnings significantly differ across the independence groups, however, operating

cash flows for the 100% group are lower than for the <100% group (means of 0.117 and 0.131,

respectively).

With respect to the audit committee characteristics for the informativeness sample, the

100% group exhibits a significantly greater proportion of independent directors (by definition)

than the <100% group (means of 1.000 and 0.712, respectively). Of the effectiveness

characteristics for the independence groups, we find significant differences in both financial

literacy and number of directors serving on no more than three boards (means of 0.847 and 0.670

for the 100% group and 0.784 and 0.623 for the <100% group, respectively). The same

differences in financial literacy and number of boards exist for transparency sample. Together,

this suggests interdependency in the independence and effectiveness characteristics.

For the other factors that may influence earnings informativeness, we find that the 100%

group exhibits significantly higher growth forecasts and greater analyst precision than the <100%

group (means of 0.130 and 0.075 for the 100% group and 0.126 and 0.065 for the <100% group,

respectively). Again, we observe the same differences across the growth forecasts and analyst

precision for the transparency sample.

Across the effectiveness groups, we find no significant differences in cumulative

abnormal returns, unexpected earnings, mispricing or reported earnings. For the transparency

sample, however, we find that operating cash flows are significantly lower for the >66% group

than <66% group (means of 0.112 and 0.128 for the more >66% and <66% groups, respectively).

With respect to the audit committee characteristics for the informativeness sample, the

>66% group exhibits a significantly greater proportion of independent directors than the <66%

21
group (means of 0.917 and 0.879, respectively), again suggesting interdependency in the

independence and effectiveness characteristics. By construction, we observe more financially

literate directors, more meetings and more members serving on no more than three boards for the

>66% group than <66% group, for both the informativeness and transparency sample.

For the other factors that may influence earnings informativeness, we find that the >66%

group exhibits significantly higher growth forecasts, greater analyst precision and higher

percentages of losses than the <66% group (means of 0.136, 0.079 and 0.130 for the >66% group

and 0.125, 0.067 and 0.070 for the <66% group, respectively). We also observe the same

differences across the growth forecasts and analyst precision for the transparency sample.

Overall, the descriptive statistics suggest interdependence in independent and effective

audit committees, and that firms with independent and effective audit committees tend to exhibit

higher growth expectations and greater analyst precision. Further, the significant differences in

operating cash flows, but not earnings, suggest that operating cash flows comprise a smaller

proportion of earnings for those firms with independent and effective audit committees than

those without.

Table 3 presents a correlation matrix of our audit committee characteristics and other

factors that may influence the audit committee’s role in the financial oversight process. For the

informative sample, we find significant positive correlations between our measure for audit

committee independence (INDt) and our measures for financial literacy (FINLITt) and meeting

frequency (MEETt), again suggesting interdependence in independence and effectiveness (p-

values of 0.0001). Further, we find a significant positive correlation between MEETt and

FINLITt, but MEETt is significantly negatively correlated with our measure of time commitment

22
(NOBUSYt), suggesting the effective characteristics may be, in part, substitutes for each other

(p-values of 0.0886 and 0.0311, respectively).

______________________________

Insert Table 3 Here


______________________________

With respect to the other factors that could influence the audit committee, we find that

INDt is positively correlated with the CEO not exerting influence (NOINFt), but negatively

correlated with the CEO’s investment of corporate stock (CEOSHRt) and the existence of a large

outside blockholder (BLOCKt) on the audit committee (p-values of 0.0001, 0.0634 and 0.0002,

respectively). FINLITt is positively correlated with NOINFt and negatively with BLOCKt (p-

values of 0.0014 and 0.0155, respectively). Further, MEETt is positively correlated, and

NOBUSYt is negatively correlated with NOINFt (p-values of 0.0001), but not correlated with

any other factor. Finally, each of the other factors is negatively correlated with each other,

suggesting another interdependence in our measures. The correlations for the transparency

sample are almost identical.

5. Results

5.1 TESTS OF THE INFORMATIVENESS HYPOTHESES

Table 4 presents the results from our ERC tests. Panel A presents the regression

coefficients and Panel B presents the differences in coefficients across the audit committee

characteristics. We present a baseline (Base Model) that excludes audit committee

characteristics as well as separate and joint tests of independence and effectiveness model.

23
______________________________

Insert Table 4 Here


______________________________

We find the coefficient on UEt is 5.489 in the Base Model (p-value < 0.05), representing

the average ERC for all sample firms. The coefficient on UEt drops to 4.789 (p-value < 0.05)

when we separately test independence (Independence Model) and 4.159 (p-value < 0.10) when

we separately test of effectiveness (Effectiveness Model). The respective coefficients on UEt in

the Independence and Effectiveness Models represent the ERC for firms that are classified as

either not independent (some related party serves on the audit committee) or not effective (the

directors are not financially literate, do not meet regularly and serve on more than three other

boards), respectively. When we include interactions for both independence and effectiveness

jointly (Joint Model), the coefficient on UEt (ERC) is not significantly different from zero. This

is interpreted as the ERC not being significantly different from zero for those firms where the

audit committee is classified as neither independent nor effective.17

When we interact UEt with INDt in the Independence Model, we find that the coefficient

on the interaction term is 2.226 (p-value < 0.05), providing evidence that firms with independent

audit committees exhibit higher ERCs and lending support for H1a. In the Effectiveness Model,

we find that the coefficient on the interaction of UEt with FINLITt is 2.118 (p-value < 0.05),

providing evidence that firms with financially literate audit committees exhibit higher ERCs and

17
With respect to the other factors and controls we included in our informativeness tests, we find the coefficients
on the interactions of UEt with CEOSHRt GROWTHt, PRECISIONt and PERSt are significantly different from
zero. This suggests that CEO stock ownership, growth, analyst precision and earnings persistence influence
earnings informativeness beyond the other controls included and those audit committee characteristics
recommended by the BRC. Additionally, we find the coefficient on the control variable for nonlinearity is
significantly negative.

24
lending support for H2a. Neither coefficient on the interactions of UEt with MEETt or

NOBUSYt, however, is significantly different from zero.

In the Joint Model, when we regress our independence and effectiveness measures

simultaneously, the coefficients on the interaction terms reflect the extent that firms with

independent and effective audit committees exhibit higher ERCs, incremental to that exhibited

by independent or effective audit committees, alone (i.e., incremental ERC). We find that the

coefficient on the interaction of UEt with INDt is 2.106 (p-value < 0.05) and UEt with FINLITt is

1.962 (p-value < 0.05), suggesting that independence and financial literacy incrementally

improve informativeness. As with the individual tests, we find in the Joint Model that neither

coefficient on the interactions of UEt with MEETt or with NOBUSYt, is significantly different

from zero.

In testing whether the BRC’s claim that independence above all improves earnings

quality (see Table 4, Panel B), we find that the coefficient on the interaction of UEt with INDt is

significantly greater than coefficients on the interactions of UEt with MEETt and with NOBUSYt

(p-values < 0.05) lending support, in part, for H3a. We find no difference, however, in the

coefficients on the interactions of UEt with INDt and UEt with FINLITt. Overall, our results

suggest that independent and financially literate audit committees enhance earnings quality by

improving the informativeness of reported earnings.

5.2 TESTS OF THE TRANSPARENCY HYPOTHESES

Table 5 presents the results from our tests of mispricing. Panel A presents the regression

coefficients and Panel B presents the differences in coefficients across the audit committee

characteristics. In this set of tests, the coefficient on NIt represents the mispricing of accruals

25
and serves as our test metric. A negative coefficient on NIt, therefore implies that the market

overprices accruals.

______________________________

Insert Table 5 Here


______________________________

Consistent with the prior literature we find the coefficient on NIt is –3.295 for the Base

Model (p-value < 0.01), representing the average overpricing of accruals for all sample firms.

For the Independence Model, the negative coefficient on NIt increases to –3.532 (p-value <

0.01), representing the overpricing of accruals for firms whose audit committees classified as not

independent. For the Effectiveness Model, the negative coefficient on NIt increases even further

to –4.121 (p-value < 0.01), representing the overpricing of accruals for firms whose audit

committees classified as not effective. In the Joint Model, the coefficient on NIt is –4.523 (p-

value < 0.01), and represents those firms whose audit committees are classified as not

independent and not effective. Together, these results suggest that the overpricing of accruals

decreases as the level of corporate governance increases.18

When we interact NIt with INDt in the Independence Model, we find that the coefficient

on the interaction term is 1.185 (p-value < 0.05), providing evidence that the overpricing of

accruals is lower for firms with independent audit committees, thus lending support for H1b. In

the Effectiveness Model, we find that the coefficient on the interaction of NIt with MEETt is

1.182 (p-value < 0.05), providing evidence that the overpricing of accruals is lower for firms

18
With respect to the other factors and controls we include in our transparency tests, we find the coefficients on
the interactions of NIt with BETAt, GROWTHt and PRECISIONt are significantly different from zero,
consistent with the prior literature’s findings that mispricing is related to risk, growth and analyst precision. We
find no evidence that mispricing is related to CEO influence, CEO stock ownership or large outside
blockholders serving on the audit committee.

26
whose audit committees meet regularly, lending support for H2b. We also find that the

coefficient on the interaction of NIt with INDt is 1.412 (p-value < 0.01) and NIt with MEETt is

1.357 (p-value < 0.01), suggesting that independence and regular meetings incrementally

improve transparency. For both the Effectiveness and Joint Models, however, neither coefficient

on the interactions of NIt with FINLITt or with NOBUSYt, differs significantly from zero.

In Panel B of Table 5, the results from testing whether the overpricing of accruals is

reduced more when the audit committee is independent over all other characteristics. We find

that the coefficient on the interaction of NIt with INDt is significantly greater than coefficients on

the interactions of NIt with FINLITt or with NOBUSYt (p-values < 0.05 and < 0.10, respectively)

lending support, in part, for H3b. We find no difference, however, in the coefficients on the

interactions of NIt with INDt and NIt with MEETt. Overall, our results suggest that independent

audit committees that meet regularly enhance earnings quality by improving the transparency of

reported earnings.

5.3 ADDITIONAL YEAR-BY-YEAR TESTS

The results we report for our hypothesis tests are based on pooling the data across our

five-year sample period (1996-2000). Estimating our test regressions by year and averaging the

five year-by-year coefficients yield results substantially the same as those presented above, again

supporting our hypotheses. We pool the five year-by-year standard deviations in order to

calculate the t-statistics that determine the level of significance.

For our informativeness tests, when we retest the Independence Model by year, we find

that the average of the coefficients on the interaction of UEt with INDt across the five years is

3.861 (p-value < 0.01). Retesting the Effectiveness Model by year yields an average coefficient

on the interaction of UEt with FINLITt of 2.984 (p-value < 0.01), but the interactions of UEt with

27
MEETt and UEt with NOBUSYt are again, not significantly different from zero. We find similar

results to those reported in Tables 4 for the Joint Model.

For the transparency tests, when we retest the Independence Model by year, we find that

the average of the coefficients on the interaction of NIt with INDt across the five years is 1.184

(p-value < 0.05). Retesting the Effectiveness Model by year yields an average coefficient on the

interaction of UEt with MEETt of 1.181 (p-value < 0.05), but the interactions of UEt with

FINLITt and UEt with NOBUSYt are again, not significantly different from zero. We again find

similar results to those reported in Table 5 for the Joint Model.

In sum, the results from our study suggest that independent audit committees enhance

earnings quality by increasing both earnings informativeness and earnings transparency. In

contrast, we find that financially literate audit committee members enhance earnings quality only

through increasing earnings informativeness and regular audit committee meetings enhance

earnings quality only by increasing earnings transparency.

6. Conclusion

We provide evidence that audit committees comprised of independent and financially

literate directors that meet regularly enhance earnings informativeness and transparency. This

evidence suggests that financial reporting oversight by an independent and effective audit

committee improves the quality of reported earnings. These results are robust to the inclusion of

other factors identified by the literature that could influence the audit committee’s role in

financial reporting oversight, such as CEO influence, CEO shareholdings and large outside

blockholders serving on the audit committee, as well as other factors that may influence ERCs or

mispricing. Overall, these results lend supporting evidence to The Blue Ribbon Committee on

28
Improving the Effectiveness of Corporate Audit Committees’ recommendations for enhancing

audit committee oversight of the financial reporting process and suggests elements of the

Sarbanes-Oxley Act of 2002 is likely to achieve its goal of enhancing earnings quality.

One limitation of our study is that our sample is restricted to large Fortune 500 firms.

While our sample is comparable to other audit committee studies, such as Klein (2002a, 2002b),

our results may not be generalizable to smaller firms. Future research may be able to identify

whether the high level of public scrutiny common with larger firms affects the influence of

independent and effective audit committees on earnings quality.

29
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32
TABLE 1
Sample Selection and Screening Procedures

Informativeness Transparency
Observations Observations

Initial Sample of Fortune 500 firms, 1996 500 500

Possible firm-years, 1996-2000 2,500 2,500


Less firm-years:
from banking industry 205 205
from utility industry 460 460
Subtotal 1,835 1,835

Less firm-years:
Missing data on board or audit committee 343 343
Missing data on earnings announcement dates 12 12
Missing data on IBES 9 7
Missing data on Compustat 155 34
Missing data on CRSP 22 139
Subtotal 1,294 1,300

Less firm-years:
With influential observations 3 5
Total firm-years in final sample 1,291 1,295

33
TABLE 2
Sample Descriptive Statistics and Tests for Differences across Firms with 100% Independent versus <100% Independent
Audit Committees and Firms with >66% Effective versus <66% Effective Audit Committees

Panel A: Descriptive Statistics for Full Sample and Firms Partitioned by Audit Committee (AC) Independence
100% Independent <100% Independent
Full Sample Committees Committees Differences in
Std. Std. Std. Subsample
Variable Mean Median Dev. Mean Median Dev. Mean Median Dev. Means

Informativeness Sample (Full Sample, n=1291; 100% Independent group, n=811; <100% Independent group, n=480)
Cumulative Abnormal Returns -0.025 -0.064 0.359 -0.020 -0.066 0.386 -0.035 -0.063 0.306 0.0149
Unexpected Earnings -0.005 -0.001 0.023 -0.005 0.000 0.024 -0.005 -0.001 0.021 -0.0007
% Independent 0.893 1.000 0.166 1.000 1.000 0.000 0.712 0.750 0.148 0.2876 ***
% Financially Literate 0.823 0.833 0.188 0.847 1.000 0.185 0.784 0.800 0.186 0.0623 ***
Number of AC Meetings 3.884 4.000 1.571 3.888 4.000 1.570 3.877 4.000 1.573 0.0105
% Serving on < 3 Boards 0.653 0.667 0.248 0.670 0.667 0.252 0.623 0.600 0.238 0.0476 ***
% Non-Influential CEOs 0.748 1.000 0.435 0.793 1.000 0.406 0.672 1.000 0.470 0.1213 ***
CEO Stock Ownership % 0.024 0.005 0.070 0.021 0.005 0.057 0.029 0.005 0.088 -0.0075 *
% AC with Blockholders 0.036 0.000 0.185 0.021 0.000 0.143 0.060 0.000 0.238 -0.0393 ***
Market Beta 0.904 0.860 0.385 0.913 0.849 0.409 0.889 0.871 0.342 0.0240
Growth forecast 0.128 0.120 0.043 0.130 0.120 0.044 0.126 0.120 0.041 0.0042 *
Analyst Forecast Precision 0.071 0.059 0.048 0.075 0.063 0.051 0.065 0.056 0.041 0.0098 ***
Earnings Persistence 0.443 0.439 0.538 0.429 0.412 0.552 0.466 0.461 0.514 -0.0376
% Reporting Losses 0.091 0.000 0.287 0.089 0.000 0.285 0.094 0.000 0.292 -0.0048
TABLE 2: CONTINUED

Panel A: Continued
100% Independent <100% Independent
Full Sample Committees Committees Differences in
Std. Std. Std. Subsample
Variable Mean Median Dev. Mean Median Dev. Mean Median Dev. Means

Transparency Sample (Full Sample, n=1295; 100% Independent group, n=814; <100% Independent group, n=481)
Mispricing (Vt - Pt) 0.051 -0.021 0.525 0.072 -0.013 0.561 0.016 -0.027 0.456 0.0555
Reported Earnings 0.052 0.054 0.057 0.051 0.052 0.056 0.053 0.056 0.058 -0.0014
Operating Cash Flows 0.122 0.099 0.111 0.117 0.096 0.106 0.131 0.101 0.119 -0.0144 **
% Independent 0.892 1.000 0.166 1.000 1.000 0.000 0.709 0.750 0.143 0.2912 ***
% Financially Literate 0.824 0.833 0.191 0.850 1.000 0.186 0.781 0.800 0.192 0.0695 ***
Number of AC Meetings 3.874 4.000 1.589 3.903 4.000 1.597 3.825 4.000 1.577 0.0776
% Serving on < 3 Boards 0.651 0.667 0.247 0.664 0.667 0.252 0.631 0.625 0.238 0.0325 **
% Non-Influential CEOs 0.742 1.000 0.438 0.781 1.000 0.414 0.676 1.000 0.469 0.1057 ***
CEO Stock Ownership % 0.026 0.005 0.075 0.023 0.005 0.062 0.032 0.006 0.092 -0.0093 **
% AC with Blockholders 0.033 0.000 0.179 0.023 0.000 0.151 0.050 0.000 0.218 -0.0266 **
Market Beta 0.913 0.868 0.395 0.921 0.863 0.421 0.899 0.883 0.347 0.0217
Growth forecast 0.132 0.120 0.046 0.134 0.125 0.047 0.129 0.120 0.044 0.0056 **
Analyst Forecast Precision 0.069 0.059 0.041 0.072 0.059 0.043 0.064 0.056 0.035 0.0080 ***
TABLE 2: CONTINUED

Panel B: Descriptive Statistics for Firms Partitioned by Audit Committee (AC) Effectiveness
>66% Effective <66% Effective
Committees Committees Differences in
Std. Std. Subsample
Variable Mean Median Dev. Mean Median Dev. Means

Informativeness Sample (>66% Effective group, n=436; <66% Effective group, n=855)
Cumulative Abnormal Returns -0.023 -0.070 0.408 -0.027 -0.064 0.331 0.0044
Unexpected Earnings -0.007 -0.001 0.028 -0.004 -0.001 0.020 -0.0033 **
% Independent 0.918 1.000 0.149 0.880 1.000 0.172 0.0382 ***
% Financially Literate 0.947 1.000 0.136 0.760 0.750 0.180 0.1862 ***
Number of AC Meetings 4.689 4.000 1.634 3.473 3.000 1.366 1.2163 ***
% Serving on < 3 Boards 0.726 0.750 0.282 0.615 0.600 0.219 0.1116 ***
% Non-Influential CEOs 0.767 1.000 0.423 0.738 1.000 0.440 0.0286
CEO Stock Ownership % 0.026 0.006 0.066 0.023 0.005 0.073 0.0032
% AC with Blockholders 0.030 0.000 0.170 0.039 0.000 0.193 -0.0089
Market Beta 0.935 0.865 0.447 0.889 0.858 0.349 0.0463
Growth forecast 0.136 0.128 0.049 0.125 0.120 0.040 0.0114 ***
Analyst Forecast Precision 0.414 0.407 0.572 0.457 0.460 0.520 -0.0434
Earnings Persistence 0.079 0.063 0.058 0.067 0.056 0.041 0.0125 ***
% Reporting Losses 0.130 0.000 0.337 0.070 0.000 0.256 0.0603 ***
TABLE 2: CONTINUED

Panel B: Continued
>66% Effective <66% Effective
Committees Committees Differences in
Std. Std. Subsample
Variable Mean Median Dev. Mean Median Dev. Means

Transparency Sample (>66% Effective group, n=437; <66% Effective group, n=858)
Mispricing (Vt - Pt) 0.057 -0.024 0.597 0.048 -0.018 0.484 0.0085
Reported Earnings 0.048 0.047 0.062 0.054 0.056 0.054 -0.0063
Operating Cash Flows 0.112 0.092 0.105 0.128 0.101 0.114 -0.0162 **
% Independent 0.917 1.000 0.153 0.879 1.000 0.170 0.0375 ***
% Financially Literate 0.949 1.000 0.139 0.761 0.750 0.183 0.1882 ***
Number of AC Meetings 4.728 4.000 1.640 3.439 3.000 1.373 1.2883 ***
% Serving on < 3 Boards 0.723 0.750 0.276 0.615 0.667 0.223 0.1087 ***
% Non-Influential CEOs 0.767 1.000 0.423 0.730 1.000 0.444 0.0370
CEO Stock Ownership % 0.029 0.007 0.075 0.024 0.005 0.074 0.0051
% AC with Blockholders 0.025 0.000 0.157 0.037 0.000 0.190 -0.0121
Market Beta 0.930 0.865 0.446 0.904 0.870 0.367 0.0260
Growth forecast 0.141 0.130 0.052 0.128 0.120 0.042 0.0130 ***
Analyst Forecast Precision 0.075 0.063 0.049 0.066 0.056 0.035 0.0097 ***
TABLE 2: Continued

Notes:

*, ** and *** signify two-tailed significance at the 0.10, 0.05 and 0.01 level.

We define the variables as follows:

Cumulative = holding period returns cumulated from the day after the prior year’s
Abnormal earnings announcement date for year t-1 through the day current
Returns earnings announcement date for year t, less market holding period
returns for the same period;
Mispricing = intrinsic value per share (Vt) estimated as of the day after the year
t+1 earnings announcement date less market price per share (Pt) as
of the day after the year t earnings announcement date, standardized
by market price set as of the day after the year t-1 earnings
announcement date;
Unexpected = unexpected earnings reported for year t, proxied as the actual
Earnings reported earnings (from I/B/E/S) less the consensus analyst forecasts
of annual earnings measured as the first forecast after the prior
year’s earnings announcement date, standardized by market price set
as of the day after the year t-1 earnings announcement date;

Reported = earnings per share before extraordinary items reported for year t,
Earnings standardized by market price set as of the day after the year t-1
earnings announcement date;
Operating = operating cash flows per share for year t, calculated from the
Cash Flows Statement of Cash Flows, standardized by market price set as of the
day after the year t-1 earnings announcement date;
% Independent = percentage of audit committee members with no direct or indirect
relations to the firm or its employees;
% Financially = percentage of audit committee identified as financially literate;
Literate
Number of = number of audit committee meetings within the fiscal year;
AC Meetings
% Serving on = percentage of audit committee members that serve on no more than
< 3 Boards three boards;
% Non- = percentage of firms without influential CEOs, which is an indicator
Influential variable set to one if the CEO does not serve as both the Chairman
CEOs of the Board and as a member on the nominating committee,
otherwise zero;

38
TABLE 2: Continued

Notes: Continued

CEO Stock = percentage of a firm’s common stock owned by the CEO, including
Ownership % those stock options ‘in the money’ exercisable within 60 days;
% AC with = percentage of firms with large outside blockholders (five-percent or
Blockholders more) on audit committee;
Market Beta = market beta calculated using the market model with year t-1 daily returns;
Growth = analyst forecasted long-term growth from I/B/E/S measured the month
Forecast after prior year’s earnings announcement;

Analyst = one divided by the number of analyst forecasters measured the month after
Forecast prior year’s earnings announcement;
Precision
Earnings = earnings persistence at the beginning of the year measured over an eight
Persistence year period;

% Reporting = percentage of firms reporting a net loss for year t.


Losses

39
TABLE 3
Correlation Matrix of Audit Committee Characteristics and Other Factors that may
Influence the Independence and Effectivenss of Audit Committees

Panel A: Informativeness Sample


Variable INDt FINLITt MEETt NOBUSYt NOINFt CEOSHRt BLOCKt

INDt 1.000

FINLITt 0.196 1.000


0.0001
MEETt -0.019 0.047 1.000
0.4993 0.0886
NOBUSYt 0.107 -0.010 -0.060 1.000
0.0001 0.7195 0.0311
NOINFt 0.136 0.089 0.125 -0.149 1.000
0.0001 0.0014 0.0001 0.0001
CEOSHRt -0.052 -0.029 -0.039 0.034 -0.325 1.000
0.0634 0.2899 0.1637 0.2205 0.0001
BLOCKt -0.103 -0.067 -0.015 -0.005 -0.061 -0.047 1.000
0.0002 0.0155 0.5808 0.8593 0.0274 0.0923

Panel B: Transparency Sample


Variable INDt FINLITt MEETt NOBUSYt NOINFt CEOSHRt BLOCKt

INDt 1.000

FINLITt 0.205 1.000


0.0001
MEETt 0.002 0.057 1.000
0.9292 0.0409
NOBUSYt 0.074 -0.012 -0.067 1.000
0.0076 0.6710 0.0159
NOINFt 0.117 0.082 0.117 -0.128 1.000
0.0001 0.0032 0.0001 0.0001
CEOSHRt -0.061 -0.014 -0.045 0.054 -0.326 1.000
0.0293 0.6036 0.1076 0.0504 0.0001
BLOCKt -0.072 -0.062 -0.026 0.004 -0.078 -0.047 1.000
0.0099 0.0248 0.3442 0.8872 0.0050 0.0888

40
TABLE 3: Continued

Notes:

Each cell reports the Pearson Correlation and its associated p-value.

We define the variables as follows:


INDt = indicator variable set to one if all audit committee members have no direct or
indirect relations to the firm or its employees, otherwise zero;
FINLITt = indicator variable set to one if all audit committee members identified as
financially literate, otherwise zero;
MEETt = indicator variable set to one if the audit committee meets at least four times
(the minimum threshold) within the fiscal year, otherwise zero;
NOBUSYt = indicator variable set to one if all audit committee members serve on no more
than three boards, otherwise zero;
NOINFt = indicator variable set to one if the CEO does not serve as both the Chairman
of the Board and as a member on the nominating committee, otherwise zero;
CEOSHRt = indicator variable set to one if the percentage of a firm’s common stock
owned by the CEO is in the upper half of the sample distribution, otherwise
zero;
BLOCKt = indicator variable set to one if large outside blockholders (five-percent or
more) serve on audit committee, otherwise zero.

41
TABLE 4
Results from Regressing Market Adjusted Returns on Unexpected Earnings - Interacted
with Indicator Variables for Independence, Effectiveness and Other Controls

Panel A: Regression Results


Base Independence Effectiveness Joint
sign Model Model Model Model
Adj. R-SQR 0.1900 0.1933 0.1936 0.1962
-1.639 -2.117 -2.352 -2.777
Intercept ? (-1.79) * (-2.20) ** (-2.48) ** (-2.79) ***
5.489 4.789 4.159 3.552
UEt + (2.49) ** (2.16) ** (1.81) * (1.53)
0.858 0.810
INDt ? (2.08) ** (1.89) *
2.266 2.106
UEt*INDt + (2.22) ## (2.02) ##
0.565 0.422
FINLITt ? (1.43) (1.05)
2.118 1.962
UEt*FINLITt + (2.27) ## (2.10) ##
-0.388 -0.250
MEETt ? (-0.98) (-0.62)
-1.370 -1.158
UEt*MEETt + (-1.28) (-1.08)
-0.870 -0.926
NOBUSYt ? (-2.16) ** (-2.29) **
-1.382 -1.658
UEt*NOBUSYt + (-1.14) (-1.35)
1.024 0.990 1.163 1.106
NOINFt ? (2.61) *** (2.52) ** (2.79) *** (2.65) ***
-1.459 -1.572 -1.036 -1.314
UEt*NOINFt ? (-1.38) (-1.49) (-0.94) (-1.18)
0.801 0.530 0.862 0.629
CEOSHRt ? (1.67) * (1.08) (1.79) * (1.28)
3.381 3.226 3.646 3.514
UEt*CEOSHRt ? (3.32) *** (3.17) *** (3.57) *** (3.43) ***
-1.273 -1.197 -1.407 -1.447
BLOCKt ? (-1.53) (-1.44) (-1.63) (-1.67) *
0.456 1.275 0.675 1.303
UEt*BLOCKt ? (0.08) (0.23) (0.12) (0.24)

42
TABLE 4: CONTINUED

Panel A: Continued
Base Independence Effectiveness Joint
sign Model Model Model Model
-0.465 -0.365 -0.374 -0.270
BETAt ? (-0.94) (-0.74) (-0.75) (-0.54)

-1.325 -1.339 -1.231 -1.235


UEt*BETAt ? (-1.20) (-1.22) (-1.11) (-1.11)

0.115 0.114 0.164 0.160


GROWTHt ? (2.75) *** (2.72) *** (3.65) *** (3.58) ***
0.794 0.751 0.865 0.824
UEt*GROWTHt ? (6.29) *** (5.88) *** (6.64) *** (6.27) ***
-0.059 -0.056 -0.041 -0.038
PRECISIONt ? (-2.39) ** (-2.21) ** (-1.59) (-1.45)

-0.397 -0.403 -0.376 -0.372


UEt*PRECISIONt ? (-3.76) *** (-3.82) *** (-3.45) *** (-3.42) ***
1.170 1.076 0.930 0.881
PERSt ? (3.04) *** (2.79) *** (2.33) ** (2.20) **
2.588 2.576 2.413 2.482
UEt*PERSt ? (2.27) ** (2.26) ** (2.09) ** (2.14) **
0.353 0.344 0.179 0.225
LOSSt ? (0.70) (0.69) (0.33) (0.42)

1.604 1.902 0.889 1.193


UEt*LOSSt ? (1.29) (1.52) (0.69) (0.92)

UE t UE t -0.989 -1.030 -0.952 -0.990


? (-5.43) (-5.62) (-5.14) (-5.33)
*** *** *** ***

Panel B: Tests of Differences in Interaction Terms on Independence and Effectiveness


Base Independence Effectiveness Joint
sign Model Model Model Model
(UEt*INDt) − 0.145
+
(UEt*FINLITj,t) (0.10)

(UEt*INDt) − 3.265
+ (2.28) ##
ΜΕΕΤj,t)
(UEt*ΜΕΕΤ
(UEt*INDt) − 3.765
+ (2.17) ##
(UEt*NOBUSYj,t)

43
TABLE 4: Continued

Notes:

The regression equation is:

CAR t = α 0 + α 1 UE t + α 2 IND t + α 3 UE t * IND t + α 4 FINLITt + α 5 UE t * FINLITt + α 6 MEETt


+ α 7 UE t * MEETt + α 8 NOBUSYt + α 9 UE t * NOBUSYt + α 10 NOINFt + α 11 UE t * NOINFt
+ α12 CEOSHR t + α13 UE t * CEOSHR t + α14 BLOCK t + α 15 UE t * BLOCK t + α16 BETA t
+ α17 UE t * BETA t + α18 GROWTH t + α19 UE t * GROWTH t + α 20 PRECISION t
+ α 21 UE t * PRECISION t + α 22 PERS t + α 23 UE t * PERS t + α 24 LOSS t
+ α 25 UE t * LOSS t + α 26 UE t UE t + ν t

Each cell in Panel A reports the OLS coefficient (or differences in coefficients) and the White’s
(1980) adjusted t-statistic. *, ** and *** signify two-tailed significance at the 0.10, 0.05 and 0.01
level. #, ## and ### signify one-tailed significance at the 0.10, 0.05 and 0.01 level.

We define the variables as follows:


CARt = holding period returns cumulated from the day after the prior year’s
earnings announcement date for year t-1 through the day current earnings
announcement date for year t, less market holding period returns for the
same period;
UEt = unexpected earnings reported for year t, proxied as the actual reported
earnings (from I/B/E/S) less the consensus analyst forecasts of annual
earnings measured as the first forecast after the prior year’s earnings
announcement date, standardized by market price set as of the day after the
year t-1 earnings announcement date;
INDt = indicator variable set to one if all audit committee members have no direct
or indirect relations to the firm or its employees, otherwise zero;
FINLITt = indicator variable set to one if all audit committee members identified as
financially literate, otherwise zero;
MEETt = indicator variable set to one if the audit committee meets at least four times
(the minimum threshold) within the fiscal year, otherwise zero;
NOBUSYt = indicator variable set to one if all audit committee members that serve on
no more than three boards, otherwise zero;
NOINFt = indicator variable set to one if the CEO does not serve as both the
Chairman of the Board and as a member on the nominating committee,
otherwise zero;
CEOSHRt = indicator variable set to one if the percentage of a firm’s common stock
owned by the CEO is in the upper half of the sample distribution,
otherwise zero;

44
TABLE 4: Continued

Notes (continued):

BLOCKt = indicator variable set to one if large outside blockholders (five-percent or


more) serve on audit committee, otherwise zero;

BETAt = market beta calculated using the market model with year t-1 daily returns;
GROWTHt = analyst forecasted long-term growth from I/B/E/S measured the month after
prior year’s earnings announcement;
PRECISIONt = one divided by the number of analyst forecasters measured the month after
prior year’s earnings announcement;
PERSt = earnings persistence at the beginning of the year measured over an eight year
period;
LOSSt = percentage of firms reporting a net loss for year t;
UEt UEt = unexpected earnings for year t times the absolute value of unexpected
earnings.

45
TABLE 5
Results from Regressing Differences in Intrinsic Values and Market Values on Operating
Cash Flows and Earnings - Interacted with Indicator Variables for Independence,
Effectiveness, and Other Controls

Panel A: Regression Results


Base Independence Effectiveness Joint
sign Model Model Model Model
Adj. R-SQR 0.0502 0.0544 0.0578 0.0629
3.078 2.503 2.922 2.554
Intercept ? (1.59) (1.23) (1.46) (1.22)

0.575 0.618 0.565 0.593


OCFt + (3.10) *** (3.32) *** (3.01) *** (3.16) ***
-3.295 -3.532 -4.121 -4.523
NIt - (-2.69) *** (-2.87) *** (-3.24) *** (-3.51) ***
0.623 0.398
INDt ? (0.69) (0.43)

1.185 1.412
NIt*INDt + ##
(2.21) (2.54) ###

1.353 1.390
FINLITt ? (1.77) * (1.80) *
0.182 -0.136
NIt*FINLITt + (0.34) (-0.25)

1.173 1.166
MEETt ? (1.45) (1.43)

1.182 1.357
NIt*MEETt + ##
(2.26) (2.57) ###

0.483 0.461
NOBUSYt ? (0.56) (0.54)

0.132 0.026
NIt*NOBUSYt + (0.20) (0.04)

-2.263 -2.207 -2.864 -2.765


NOINFt ? (-2.61) *** (-2.53) ** (-3.19) *** (-3.07) ***
1.019 0.720 0.940 0.600
NIt*NOINFt ? (1.64) * (1.13) (1.51) (0.94)

46
TABLE 5: CONTINUED

Panel A: Continued
Base Independence Effectiveness Joint
sign Model Model Model Model
1.550 1.371 1.320 1.200
CEOSHRt ? (1.60) (1.36) (1.35) (1.17)

0.633 0.473 0.679 0.514


NIt*CEOSHRt ? (1.19) (0.87) (1.26) (0.94)

-3.336 -3.410 -3.238 -3.357


BLOCKt ? (-2.14) ** (-2.19) ** (-1.99) ** (-2.06) **
1.507 1.780 1.670 1.973
NIt*BLOCKt ?
(0.81) (0.96) (0.90) (1.07)
-2.548 -2.484 -2.441 -2.378
BETAt ? (-2.52) ** (-2.46) ** (-2.40) ** (-2.33) **
-0.953 -0.973 -0.908 -0.931
NIt*BETAt ? (-1.37) (-1.40) (-1.30) (-1.34)

0.038 0.039 0.017 0.014


GROWTHt ? (0.46) (0.48) (0.20) (0.17)

0.323 0.313 0.322 0.322


NIt*GROWTHt ? (4.63) *** (4.49) *** (4.53) *** (4.53) ***
-0.119 -0.116 -0.147 -0.150
PRECISIONt ? (-2.00) ** (-1.87) * (-2.26) ** (-2.24) **
-0.113 -0.125 -0.108 -0.116
NIt*PRECISIONt ? (-1.95) * (-2.13) ** (-1.71) * (-1.83) *

Panel B: Tests of Differences in Interaction Terms on Independence and Effectiveness


Base Independence Effectiveness Joint
sign Model Model Model Model
(NIt*INDt) − 1.548
+ (1.79) ##
(NIt*FINLITj,t)
(NIt*INDt) − 0.056
+
ΜΕΕΤj,t)
(NIt*ΜΕΕΤ (0.10)

(NIt*INDt) − 0.952
+ (1.57) #
(NIt*NOBUSYj,t)

47
TABLE 5: Continued

Notes:

The regression equation is:

Vt − Pt = γ 0 + γ1 OCFt + γ 2 NI t + γ3 IND t + γ 4 NI t * IND t + γ5 FINLITt


+ γ 6 NI t * FINLITt + γ 7 MEETt + γ 8 NI t * MEETt + γ 9 NOBUSYt + γ 10 NI t * NOBUSYt
+ γ11 NOINFt + γ 12 NI t * NOINFt + γ13 CEOSHR t + γ 14 NI t * CEOSHR t + γ15 BLOCK t
+ γ 16 NI t * BLOCK t + γ17 BETA t + γ 18 NI t * BETA t + γ19 GROWTH t + γ 20 NI t * GROWTH t
+ γ 21 PRECISION t + γ 22 NI t * PRECISION t + ξ t

Each cell in Panel A reports the OLS coefficient (or differences in coefficients) and the White’s
(1980) adjusted t-statistic. *, ** and *** signify two-tailed significance at the 0.10, 0.05 and 0.01
level. #, ## and ### signify one-tailed significance at the 0.10, 0.05 and 0.01 level.

We define the variables as follows:


Vt = intrinsic value per share per share estimated as of the day after the year t+1
earnings announcement date, standardized by market price set as of the day
after the year t-1 earnings announcement date;
Pt = market price per share as of the day after the year t earnings announcement
date standardized by market price set as of the day after the year t-1
earnings announcement date;
OCFt = operating cash flows per share for year t, calculated from the Statement of
Cash Flows, standardized by market price set as of the day after the year t-
1 earnings announcement date;
NIt = earnings per share before extraordinary items reported for fiscal year t,
standardized by market price set as of the day after the year t-1 earnings
announcement date;
INDt = indicator variable set to one if all audit committee members have no direct
or indirect relations to the firm or its employees, otherwise zero;
FINLITt = indicator variable set to one if all audit committee identified as financially
literate, otherwise zero;
MEETt = indicator variable set to one if the audit committee meets at least four times
(the minimum threshold) within the fiscal year, otherwise zero;
NOBUSYt = indicator variable set to one if all audit committee members that serve on
no more than three boards, otherwise zero;
NOINFt = indicator variable set to one if the CEO does not serve as both the
Chairman of the Board and as a member on the nominating committee,
otherwise zero;

48
TABLE 5: Continued

Notes (continued):

CEOSHRt = indicator variable set to one if the percentage of a firm’s common stock
owned by the CEO is in the upper half of the sample distribution,
otherwise zero;
BLOCKt = indicator variable set to one if large outside blockholders (five-percent or
more) serve on audit committee, otherwise zero.
BETAt = market beta calculated using the market model with daily returns for year
t-1;
GROWTHt = analyst forecasted long-term growth from I/B/E/S measured the month
after prior year’s earnings announcement;
PRECISIONt = one divided by the number of analyst forecasters measured the month after
prior year’s earnings announcement.

49

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