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THE EFFECT OF CORPORATE GOVERNANCE AND OWNERSHIP

STRUCTURE ON CAPITAL STRUCTURE : EMPIRICAL EVIDENCE FROM


CANADA

Nadia Hermassi, Fodil Adjaoud, Chaker Aloui

Association de Recherches et Publications en Management | « Gestion 2000 »


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2015/6 Volume 32 | pages 95 à 114
ISSN 0773-0543
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Nadia HERMASSI
Faculty of Management and Economic
Sciences, University El Manar of Tunis
(Tunisia)

Fodil ADJAOUD
Telfer School of Management,
University of Ottawa (Canada).

Chaker ALOUI
Higher Institute of Accounting and
Business, University of Manouba (Tunisia).

The Effect of Corporate


Governance and Ownership
Structure on Capital Structure:
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Empirical Evidence from Canada
I n their pioneering study on agency theory, Berle and Means (1932) advanced the
claim that there is a large gap between ownership and control in large companies.
Then, Jensen and Meckling (1976) explained that managers don’t always work towards
maximizing shareholders’ wealth because they tend to waste resources for their
personal interests.

Jensen (1986) affirmed that debt may lows the company to ensure the man-
attenuate the conflict between manag- agers’ efficiency.
ers and shareholders in companies
with higher free cash flows. He argued According to Boodhoo (2009), with
that managers have to pay debt with excessive debt, creditors may have the
the available free cash flows rather dominant role in the decision making
than investing in unprofitable or nega- of the firm. Such a situation may lead
tive net present value projects. to a conflict between shareholders and
creditors because they don’t share the
Indeed, Pinegar and Wilbricht (1989) same ideas. Creditors look for debt
found that the principal-agent problem payments, while shareholders seek
can be resolved by capital structure dividend distribution.
and, more specifically, by increasing
the level of debt. Similarly, Lubatkin The conflict between shareholders,
and Chatterjee (1994) reported that managers and creditors leads us to
the increase in debt to equity ratio al- study the relationship between cor-

95
Gestion 2000 6 novembre - décembre 2015

porate governance and capital struc- Ben Amar, 2010). Second, in the US
ture. Moreover, corporate governance there are restrictions on bank owner-
could explain leverage for many rea- ship by American firms, but in Can-
sons. Studies have shown that some ada, banks are permitted to participate
financial decisions, such as dividend in the capital of companies of which
policy, could be mitigated by lever- they are creditors in order to protect
age. Indeed, Adjaoud and Ben Amar their interests (Baxter, 1968). Finally,
(2010) revealed that dividend policy Canadian banks are allowed to oper-
and governance are substitutes in the ate across the whole country without
sense that when governance is of good regard to provincial boundaries. Such
quality, managers will pay out divi- regulations helped Canadian banks
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dends and borrow instead, increasing to offer a lower cost of debt which
the debt ratio. encourages companies to depend on
debt rather than equity financing.
In addition, we can speculate that firms
with better quality governance will bor- Given the above arguments, this paper
row more because the risk could be aims to help reveal the nature of the
perceived as low for lenders. relationship between corporate gov-
ernance and capital structure and to
The present article aims to evaluate the improve the existent literature about
effect of corporate governance and financing decisions. In this paper, we
ownership structure in Canadian com- would like to evaluate the effect of both
panies. Our choice of Canada is justi- governance mechanisms and owner-
fied by the fact that this country offers ship structure on capital structure. To
a perfect field of investigation since it the best of our knowledge, no research
has the same legal and regulatory in- on this topic has been done on Cana-
stitutions as the United States (Buckley, dian firms. The only study done in Can-
1997). The two countries also have the ada, that of King and Santor (2007),
same English common law, the same has used the effect of ownership struc-
level of shareholder protection and ture on capital structure and did not
comparable levels of financial disclo- consider governance mechanisms.
sure (La Porta et al., 1998 and 2000;
and King and Santor, 2007). At the The rest of this paper is organized as
same time, Canada differs from the US follows: section 2 presents an overview
concerning ownership structure and of the literature on corporate gover-
banking regulations. First, Canada has nance, ownership structure and capi-
a high level of ownership concentra- tal structure. Section 3 describes the
tion, especially family ownership (King methodology. Section 4 presents the
and Santor, 2007 and Adjaoud and descriptive statistics. Section 5 reports

96
The Effect of Corporate Governance and Ownership Structure on Capital Structure:
Empirical Evidence from Canada

econometric results and section 6 con- positive relationship between board


cludes the paper. size and leverage. This result is due to
the difficulty of reaching a consensus
on the decision making because of
Literature review the high number of board members.
The findings on board size are contra-
dictory and no consensus is reached.
In this section, we present the findings
Therefore, we formulate the following
of previous research done on the re-
hypothesis:
lationship between corporate gover-
nance, ownership structure and capital
H1: There is a significant relationship
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structure.
between board size and capital struc-
ture.
Governance and capital
structure Several studies confirmed the effec-
tiveness of independent directors in
Several theoretical and empirical stu- controlling managers. Wen et al.
dies have been devoted to the impact (2002) documented a significant and
of governance mechanisms on the negative relationship between the
capital structure of a company. Accor- percentage of independent directors
ding to the literature, the main mecha- and financial leverage.
nisms of governance recognized to
have an effect on funding decisions This result is due to the ability of inde-
are the following: board size, board pendent directors in monitoring mana-
independence, manager duality, exe- gers and encouraging them to adopt
cutive compensation and executive low leverages to achieve better per-
entrenchment. However, the results are formance. However, many studies
varied and inconclusive. came to a contradictory conclusion.
For example, Jensen (1986), Berger
Berger et al. (1997) found that firms et al. (1997) and Ur-Rehman et al.
with a large board have a low debt. (2010) have shown that firms with high
They explained this result by the fact percentages of independent directors
that a large board is able to exert use more debt. The positive relation-
strong pressure on managers to opt ship between board independence
for low debt in order to increase the and leverage implies that independent
performance of the company. Howe- directors can improve the credibility of
ver, Jensen (1986), Wen et al. (2002) the company and its ability to borrow.
and Ur-Rehman et al. (2010) contra- Consequently, we retain the following
dicted this finding and have shown a hypothesis:

97
Gestion 2000 6 novembre - décembre 2015

H2: Independent directors affect signi- Finally, the literature identified mana-
ficantly firm’s leverage. ger compensation as a governance
mechanism which has an effect on
Studies on the relationship between capital structure. Empirical results
CEO duality and capital structure have show conflicting conclusions. For ins-
led to a variety of results. Fama and tance, Jensen and Meckling (1976)
Jensen (1983) stated that the separa- and Berger et al. (1997) showed a
tion between the roles of CEO and positive association between executive
board chairman influences financing compensation and capital structure of
decision, but the relationship is not the company. However, Wen et al.
statistically significant. According to (2002) found a negative correlation.
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Fosberg (2004), firms that separate Consequently, we retain the following
management and control have a high hypothesis:
debt to equity ratio. Hence, we formu-
late the following hypothesis: H5: There is a significant association
between manager compensation and
H3: CEO duality is significantly asso- capital structure.
ciated with leverage.
Ownership structure and
There is another mechanism of corpo-
capital structure
rate governance which may affect the
capital structure and this is manager
entrenchment. Berger et al., (1997) Several studies have explored the rela-
and Wen et al., (2002) found a ne- tionship between ownership structure
gative relationship between leverage and corporate performance. However,
and CEO entrenchment. Entrenched there has been relatively little research
managers prefer low leverage in order that looks at the relationship between
to reduce performance pressure asso- ownership structure and capital struc-
ciated with high debt. Kayhan (2003), ture. According to the literature, owner-
Litov (2005) reported the same result. ship structure has an important effect
However, Bertrand and Mullainathan on firm leverage. Nevertheless, empiri-
(2003) documented a positive rela- cal results are inconclusive.
tionship between manager entrench-
ment and leverage. The results are not Numerous studies have tested the im-
conclusive. Therefore, our following pact of ownership concentration on
hypothesis is: capital structure. Berger et al. (1997)
found high leverage in companies ha-
H4: Entrenched managers pursue low ving blockholders. That means a posi-
leverage. tive relationship should exist between

98
The Effect of Corporate Governance and Ownership Structure on Capital Structure:
Empirical Evidence from Canada

the ownership concentration and leve- H6: Ownership structure has a signifi-
rage. Cheng et al. (2005), Driffield et cant impact on capital structure.
al. (2005) reached the same conclu-
sion. However, other studies have a The review of previous studies dealing
contradictory opinion on the relation- with the relationship between corpo-
ship between ownership concentration rate governance mechanisms and ca-
and leverage. Brailsford et al. (2002), pital structure leads to a striking conclu-
Claessens et al. (2002) and Reuter sion: the results are contradictory and
(2009) confirmed the negative effect of no consensus is reached. Therefore
ownership concentration on company additional studies are needed in order
leverage. to shed more light on this crucial topic
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of corporate finance.
Concerning the effect of family owner-
ship, Boubakari and Feudjo (2010)
demonstrated that family firms avoid Methodology
external financing in order to keep ex-
clusive control and to transmit the firm Sample Selection
to future generations.
We did not use a specific database
Therefore, family ownership may be to collect our data. Consequently we
associated negatively with capital needed to start with a pre-determined
structure. A few studies, such as Harijo- sample of Canadian firms listed on the
no and Tanewki (2004), have reached Toronto Stock Exchange Index, more
contradictory conclusion. precisely TSX/S&P Composite Index,
during the period 2008-2011. After
Deesomsak et al. (2004) stated that eliminating companies with missing
government involvement in the owner- data and financial companies (be-
ship structure, allows better access to cause they have a different financial
the capital market as well as creating structure), our final sample consists of
an opportunity to borrow at favorable 117 Canadian companies operating
rates guaranteed by the government. in energy, industrial, materials, consu-
mer staples, consumer discretionary,
The institutional ownership allows the utilities, telecommunications services,
company to have a better reputation health care, and information technolo-
and, therefore, a greater capacity to gy. Financial information, governance
borrow (Berger et al., 2004). mechanisms and ownership structure
have been gathered from company
Therefore, we formulate the following annual reports and management
hypothesis: proxy circulars.

99
Gestion 2000 6 novembre - décembre 2015

Variable Definitions dent directors divided by the total


number of directors.
• CEO Duality (CEO_Dual): This is
Table 1 presents the description of dif-
a binary variable equal to 1 if the
ferent variables.
CEO is also the chairman of the
Dependent variable board and 0 otherwise.
• CEO Entrenchment (CEO_Entr): This
variable refers to the CEO tenure or
Several recent studies have retained the number of years of the executive
Book Leverage or Market Leverage as CEO.
or both as variables to measure debt • CEO Compensation (CEO_Comp):
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ratio (Faccio et al., 2010 and Jiraporn, This is the total annual compensation
2012). Other ratios such as Debt to received by the CEO as declared in
Equity and Long term Debt to Equity the annual report.
were also used For this paper, we will
adopt Book Leverage (Book_Lev) and
Ownership structure :
other ratios will be used when robust-
Canadian firms are characterized by
ness are performed.
ownership concentration and parti-
cularly by the dominance of family
Independent variables
ownership (Attig, 2003; Klein et al.,
2005 and King and Santor, 2007). In
For our empirical research, we chose our research, we will follow the work
the following independent variables re- of Attig (2003) for the definition of va-
lated to corporate governance mecha- riables of ownership structure. We will
nisms and ownership structure. classify the firms in our sample accor-
ding to whether they have a concen-
Governance mechanisms : trated or dispersed ownership using
Governance mechanisms that may the rule of 10% cut-off. This means that
have an effect on capital structure if the last shareholder controls 10%
as demonstrated by the literature are or more of the voting rights, then the
board size, board independence, company is not classified as dispersed
CEO duality, CEO entrenchment and and, therefore, it is classified accor-
CEO compensation. They are measu- ding to the owner’s identity: family,
red as follows: institution / company or government.
• Board Size (Board_Size): This is In other words, if a firm has a sharehol-
the total number of directors on the der with 10% or more of voting rights,
board. then it is classified as family, institutio-
• Board Independence (Board_In- nal or governmental company. If a firm
dep): It is the number of indepen- has no owner controlling 10% or more

100
The Effect of Corporate Governance and Ownership Structure on Capital Structure:
Empirical Evidence from Canada

of voting rights, it is classified as dis- and French (2001), there are four firm
persed. In our research, we will focus characteristics that may affect capital
on family (Fam), institutional (Instit) and structure, namely: profitability, growth
governmental (Gov) ownership, for opportunities, assets tangibility and
which we will assign binary variables firm size.
as defined in Table 1.
Profitability (ROA): According to the
Control variables pecking order theory (Myers, 1984 and
Myers and Majluf, 1984), companies
According to Rajan and Zingales prefer internal financing rather than ex-
(1995), Booth et al. (2001) and Fama ternal. Consequently, the most profitable
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Table 1 : Variables Description
Variable Abbreviation Description
Dependent Variables
Book Leverage Book_Lev Total Debts / Total Assets
Independent Variables
Governance Mechanisms
Board Size Board_Size Total Number of Directors
Board Independence Board_Indep Number of Independent Directors / Total Number of
Directors
CEO Duality CEO_Dual Dummy Variable equal to 1 if CEO is also Board
Chairman and 0 otherwise
CEO Entrenchment CEO_Entr Number of years of the Executive as CEO
CEO Compensation CEO_Comp Logarithm of Total CEO Compensation
Ownership Structure
Family Ownership Fam Dummy Variable equal to 1 if Family ownership and
0 otherwise
Institutional Ownership Instit Dummy Variable equal to 1 if Institutional ownership
and 0 otherwise
Governmental Ownership Gov Dummy Variable equal to 1 if Governmental ownership
and 0 otherwise
Control Variables
Profitability ROA Net Income / Total Assets
Growth Opportunity Tobin_Q (Total Debt + Market Equity)/Total Assets
Assets Tangibility Assets_Tang Fixed Assets/Total Assets
Firm Size Size Logarithm of Total Assets

101
Gestion 2000 6 novembre - décembre 2015

Firm Size (Size): Large firms have more diversified portfolios and therefore their
companies finance their investments with Assets Tangibility (Assets_Tang): The
profits are less volatile. The literature suggests a positive relationship between
profits (retained earnings) instead of assets can be used as collateral. Thus,
debt. Profitable companies are expected
firm size and leverage. Indeed, large companies companies withcredit
have better a high percentage
access than of
to have lower debt ratio (Friend and fixed assets may have high debt. Re-
Firm Size (Size): Large firms have more diversified portfolios and therefore their
small businesses
Lang, 1988 and because
Titman and theyWessels,
are less exposed to bankruptcy
uter (2009) found risk
a high(Faccio et
leverage in
1988).
profits Previous studies agree
are less volatile. on the suggests
The literature firmsa with morerelationship
positive assets. between
al., 2010).
negative relationship between profitabil-
ityfirm
andsize and leverage.
leverage Indeed, large companies
(Reuter, 2009). have(Size):
Firm Size better Large
credit firms
access than
have more
small businesses because they are less exposed diversified portfoliosriskand
to bankruptcy therefore
(Faccio et
nd therefore their Opportunity (Tobin_Q): The lit-
Growth their profits are less volatile. The litera-
2.3.
al.,Model
erature 2010).
suggests a negative relationship ture suggests a positive relationship be-
ionship between
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between growth opportunities and capi- tween firm size and leverage. Indeed,
edit access
talthan
structure. This means that companies large companies have better credit
with large growth opportunities have access than small businesses because
y risk (Faccio et
lower
To2.3. debt ratio.
investigate
Model The best variable to esti-
the relationship between corporatethey are less exposed
governance to bankruptcy
mechanisms,
mate the growth opportunity is Tobin’s Q risk (Faccio et al., 2010).
ownership
(Reuter, structure
2009 and capital
and Faccio structure, we adopt the following models:
et al., 2010).

Model
To investigate the relationship between corporate governance mechanisms,

Toownership
investigate the relationship
structure between
and capital corporate
structure, we adoptgovernance mechanisms,
the following models: owner-
ship structure and capital structure, we adopt the following models:

ce mechanisms,

g models:
With:

i = 1 ... N and t = 1 … T
With:
N:With:
Number of companies and T: Estimation period;
i = 1 ... N and t = 1 … T
N:i :=Number
Error of companies and T: Estimation period;
term;
1 ... N and t = 1 … T
: Error term;
N:…Number of companies
: Coefficients of and T: Estimation
of exogenous
exogenous period;
variables;
variables;
: Constant
Constant model.
model.
: Error term;

14
… : 102
Coefficients of exogenous variables;

3. DESCRIPTIVE STATISTICS
The Effect of Corporate Governance and Ownership Structure on Capital Structure:
Empirical Evidence from Canada

Descriptive statistics Strongly indebted firms achieved a


significantly higher mean of CEO en-
trenchment and CEO compensation,
Table 2 summarizes our descriptive respectively 9.479 (median 7) and
statistics. Our sample consists of 468 15.44 (median 15.214). These results
firm year observations (234 strongly implicate a positive effect of managers’
indebted firms and 234 weakly in- entrenchment and managers’ compen-
debted firms). The observation of the sation on capital structure.
variable Book Leverage allows us to
conclude that debt represent 47% of
Furthermore, the investigation of de-
the companies’ assets. The mean size
scriptive statistics relating to the owner-
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of the board is 10.269 (median 10).
ship structure of Canadian companies
demonstrates the dominance of family
This result is similar to the findings of ownership (30.3%) against institution-
Lipton and Lorsch (1992) who argued al ownership (28%) and governmental
that the optimal size of the board must ownership (2.1%). The mean of fam-
be between 8 and 10 to have a diver- ily ownership is 0.397 in the strongly
sity of skills and expertise, leading to indebted companies and 0.209 in the
better decision making. Also, strongly weakly indebted companies. The mean
indebted companies achieved signifi- difference test is significant, so we can
cantly higher board size with an av- speculate that family ownership is
erage of 11.308 (median 11), while positively associated with higher debt.
weakly indebted companies achieved In contrast, weakly indebted compa-
an average of 9.231 (median 9). This nies achieved significantly higher in-
result suggests that companies with stitutional ownership with a mean of
larger board size are associated with 0.368, while in the strongly indebted
higher leverage. companies the average of institutional
ownership is 0.192.
Moreover, we note that the mean num-
ber of independent directors on the Table 2 on next page also shows the
board represents two thirds of the total mean difference tests for the control
number of directors (76.9%), Indeed, variables. Only firm size reveals a sig-
the low mean (0.201) of CEO duality nificant result. As expected, larger firms
shows that in the majority of compa- are more indebted since they have a low
nies, there is a separation between the bankruptcy risk and a better credit ac-
roles of CEO and board chairman. cess. Strongly indebted firms achieved a
However, mean differences tests for mean size of 22.487 (median 22.387)
board independence and CEO duality and weakly indebted firms achieved a
show no significant results. mean size of 21.531 (21.460).

103
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Table 2: Descriptive Statistics on the relationship between corporate governance mechanisms, ownership structure and capital struc-
ture of Canadians firms.
Gestion 2000

Strongly Indebted Companies Weakly Indebted Companies


6

Total Sample
(Book_leverage> Median) (Book_leverage< Median)

104
(Obs. = 468) Mean-
Variables (Obs. = 234) (Obs. = 234) Difference
t-Statistic
Mean Median SD Mean Median SD Mean Median SD

Book_lev Leverage Policy


-30.391***
0.47 0.476 0.181 0.617 0.6 0.101 0.322 0.332 0.109
novembre - décembre 2015

Board_Size Governance Mechanisms


-8.788***
10.269 10 2.757 11.308 11 2.428 9.231 9 2.679

Board_Indep 0.769 0.778 0.115 0.776 0.778 0.108 0.761 0.778 0.121 -1.395

CEO_Dual 0.201 0 0.401 0.175 0 0.419 0.226 0 0.381 1.384

CEO_Entr 8.588 6 8.085 9.479 7 7.460 7.697 5 8.589 -2.396***

CEO_Comp 15.326 15.001 15.086 15.44 15.214 15.069 15.198 14.844 15.082 -3.347***

Fam Ownership Structure


-4.510***
0.303 0 0.460 0.397 0 0.408 0.209 0 0.490

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Instit 0.28 0 0.449 0.192 0 0.483 0.368 0 0.395 4.295***

Gov 0.021 0 0.145 0.021 0 0.145 0.021 0 0.145 0

ROA Control Variables


0.646
3.483 4.527 11.936 3.126 4.39 13.325 3.839 4.947 10.378

Tobin_Q 2.203 1.755 1.829 2.272 1.684 1.255 2.134 1.886 2.263 -0.818

Assets_Tang 0.499 0.49 0.381 0.481 0.493 0.469 0.517 0.483 0.266 1.037

Size 22.009 21.792 1.248 22.487 22.387 1.123 21.531 21.460 1.184 -8.967***

(***) Significance at 1% level.


Notes: Sample of 117 firm-years listed on the Toronto Stock Exchange Index over the period 2008-2011, Book_Lev: Total Debts / Total Assets, Board_
Size : Total Number of Directors, Board_Indep : Number of Independent Directors / Total Number of Directors, CEO_Dual : Dummy Variable equal to
1 if the CEO is also the Board Chairman and 0 otherwise, CEO_Entr : Number of years of the Executive as CEO, CEO_Comp : Logarithm of Total CEO
Compensation, Fam: Dummy Variable equal to 1 if Family ownership and 0 otherwise, Instit: Dummy Variable equal to 1 if Institutional ownership and 0
otherwise, Gov: Dummy Variable equal to 1 if Governmental ownership and 0 otherwise, ROA: Net Income / Total Assets, Tobin_Q : (Total Debts + Market
Equity)/Total Assets, Assets_Tang: Fixed Assets/Total Assets, Size: Logarithm of Total Assets

105
Empirical Evidence from Canada
The Effect of Corporate Governance and Ownership Structure on Capital Structure:

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Gestion 2000 6 novembre - décembre 2015

Empirical results For ownership structure, the results


show that family, institutional and go-
vernmental ownership are negatively
In this section, we present the results of
correlated with the book leverage of
the impact of governance mechanisms
the company (the results are significant
and ownership structure on capital
at 1% level). This means that family
structure. The fixed effects model results
companies are prone to opt for other
are summarized in Table 3.
sources of funding than borrowing.

We see that board size and board in- Moreover, companies with the govern-
dependence have no significant effect ment or financial institutions as majo-
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on Canadian firms’ debt. Consequent- rity shareholder tend to limit their debt
ly, we reject hypotheses H1 and H2. which is consistent with Boubakari and
Feudjo, 2010 and Ur-Rehman, 2010.
The CEO duality has a significant and Consequently, we accept hypothesis
negative effect (significant at 5% level) H6.
on the Book-Leverage. In other words,
when the CEO is also the board chair- On the effect of control variables, Re-
man, the company tends to be less turn on assets (ROA) has a negative
leveraged. Consequently, we accept and significant (at 1% level) impact on
hypothesis H3. book leverage.

We also document a positive associa- This implies that profitable firms use
tion between the CEO Entrenchment fewer debt. In fact, these companies
and Book -Leverage. The positive effect use their profits to fund their activities
of the CEO tenure (significant at 1% instead of debt, which is consistent
level) on debt means that the entren- with the Pecking Order Theory of
ched managers pursue high leverage Myers (1984) and Myers and Majluf
(Bertrand and Mullainathan, 2003). (1984). Furthermore, Tobin’s Q and
Therefore, hypothesis H4 is rejected. firm size are positively and significant-
ly (respectively at 1% and 10% levels)
Moreover, the CEO compensation has associated with debt. This result means
a negative impact on capital structure that large companies and those with
(significant at 1% level). This finding high growth opportunities use more
implies that when CEOs are highly debt to finance their assets. However,
compensated, they rely on less debt tangibility of assets has no significant
(Wen et al., 2002). Therefore hypothe- impact on the capital structure.
sis H5 is confirmed.

106
Table 3: The Effect of the Interaction between Corporate Governance and
Table 3: The Effect of the Interaction between Corporate Governance and
Ownership Structure on the
The Effect Capital
of Corporate Structure:
Governance Fixed Structure
and Ownership Effects on Model
Capital Structure:
Empirical Evidence from Canada
Ownership Structure on the Capital Structure: Fixed Effects Model

Table 3: The Effect of the Interaction between Corporate Governance and Ownership
Structure on the CapitalModel 1 Fixed Effects ModelModel 2
Structure:
Model 1T-Statistic
Coefficient Model 2T-Statistic
Coefficient
Model 1 Model 2
Governance Mechanisms Coefficient T-Statistic Coefficient T-Statistic
Coefficient T-Statistic Coefficient T-Statistic
Governance Mechanisms
Board_Size 0.001 0.45 -0.001 -0.3
Governance Mechanisms
Board_Size
Board_Indep 0.001
0.069 0.45
1.21 -0.001
0.035 -0.3
0.64
Board_Size 0.001 0.45 -0.001 -0.3
Board_Indep
CEO_Dual 0.069
-0.05 1.21
-2.25** 0.035
-0.058 0.64
-2.53**
Board_Indep 0.069 1.21 0.035 0.64
CEO_Dual
CEO_Entr -0.05
0.004 -2.25**
3.39*** -0.058
0.003 -2.53**
2.67***
CEO_Dual -0.05 -2.25** -0.058 -2.53**
CEO_Entr
CEO_Comp 0.004
-4.03 e-9 3.39***
-2.82*** 0.003
-4.39 e-9 2.67***
-3.12***
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CEO_Entr 0.004 -9 3.39*** 0.003 e-9 2.67***
CEO_Comp
Ownership Structure -4.03 e -2.82*** -4.39 -3.12***
CEO_Comp
Ownership -4.03 e-9 -2.82*** -4.39e-9 -3.12***
FamStructure -0.033 -1.49 -0.224 -3.30***
Ownership Structure
Fam -0.033 -1.49 -0.224 -3.30***
Instit -0.014 -1.1 -0.208 -3.21***
Fam Instit -0.033-0.014 -1.49 -1.1 -0.224
-0.208 -3.30***
-3.21***
Gov -0.082 -1.44 -0.289 -3.39***
Instit ControlGov
Variables -0.014-0.082 -1.1 -1.44 -0.208
-0.289 -3.21***
-3.39***
Gov Control Variables
ROA -0.082 -1.44 -0.289
-0.001 -3.39***
-3.22***
ROA
Control Variables
Tobin_Q -0.001
0.007 -3.22***
3.34***
ROA Tobin_Q
Asset_Tang -0.0010.007
-0.023 3.34***
-3.22***
-1.63
Tobin_Q Asset_Tang
Size -0.023
0.022
0.007 -1.63
1.92*
3.34***
Size
Asset_TangNo. Obs. 468 0.022 468 -1.631.92*
-0.023

Size No.RObs.
2 468
7.95% 0.022 468 1.92*
16.57%
2
R
F-Stat 7.95%
3.7*** 16.57%
5.16***
No. Obs. 468 468
(***), (**) and F-Stat
(*) Significance at 1% , 5% and 10%3.7***
levels. 5.16***
R2 7.95% 16.57%
(***), (**) and (*) Significance at 1% , 5% and 10% levels.
F-Stat
Notes:
3.7*** 5.16***

(***),
Notes:(**) and (*) Significance at 1% , 5% and 10% levels.
Mode 1 :
Notes:
Mode
Mode 1
1:
Model
Model 2 :
Sample
Model 2of : 117 firm-years listed on the Toronto Stock Exchange Index over the period 2008-2011. Book_
Lev: Total Debts / Total Assets, Board_Size : Total Number of Directors, Board_Indep : Number of Inde-
Sample of 117 firm-years listed on the Toronto Stock Exchange Index over the period 2008-2011. Book_Lev: Total
pendent Directors / Total Number of Directors, CEO_Dual : Dummy Variable equal to 1 if the CEO is also
Sample
the Board
Debts of Chairman
/ Total117 firm-years
Assets, and listed on the Toronto
0 otherwise,
Board_Size : Total Stock
CEO_Entr
Number Exchange
: Number
of Directors, of Index
yearsover
Board_Indep : the
of the period
Executive
Number as CEO, Book_Lev:
of 2008-2011.
IndependentCEO_Comp Total
:
Directors / Total
Logarithm
Debts /
of
Total
Total CEO
Assets,
Compensation,
Board_Size : Total
Fam:
Number
Dummy
of
Variable
Directors,
equal
Board_Indep
to
:
1 if
Number
Family
of
ownership
Independent
and 0
Directors
oth-
/ Total
Number of Directors, CEO_Dual : Dummy Variable equal to 1 if the CEO is also the Board Chairman and 0 otherwise,
erwise, Instit: Dummy Variable equal to 1 if Institutional ownership and 0 otherwise,Gov: Dummy Variable
equal
Numberto of
1 Directors,
if Governmental
CEO_Dual ownership
: Dummy and 0 otherwise,
Variable equal to 1 ROA: Net Income
if the CEO is also the / Total
BoardAssets, Tobin_Q:
Chairman (Total
and 0 otherwise,
Debt + Market Equity)/Total Assets, Asset_Tang: Fixed Assets/Total Assets, Size: Logarithm of Total Assets.

21
107 21
Gestion 2000 6 novembre - décembre 2015

Robustness Checks roborated by previous studies which


stipulate that companies with greater
Other Dependent Variables growth opportunity have lower lever-
age.
In order to check the robustness of our
results, we redefine the dependent vari- Results achieved with debt-to-equity ra-
able of the capital structure in other tio are not significant. Although it has
variables, notably, the market leverage higher explanatory power (R2 = 48.68
and debt-to-equity ratio. Results appear % and F-statistic = 26.79***), the mod-
in Table 4. el does not show significant result for
governance mechanisms nor ownership
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When we use market leverage as a structure. We notice only a negative ef-
dependent variable, we notice that fect (significant at 10%) of the profitabil-
the board size has a positive and sig- ity and a positive effect (significant at
nificant effect (significant at 10% level) 1%) of the growth opportunity.
debt ratio.. This result means that large
boards are associated with high debt. These results altogether could explain
Similarly, with respect to book leverage the reasons why previous studies did
findings, we still document a negative not show consistent conclusion on the
and significant (at 1% level) associa- relationship between corporate gover-
tion between CEO compensation and nance and capital structure.
capital structure. This result implies that
companies are less leveraged when
Strongly Indebted
managers are highly compensated.
Companies vs. Weakly
Concerning the ownership structure,
Indebted Companies
only governmental ownership exhibits
a negative and significant (at 1% level) To check again the robustness of our
impact on capital structure. findings, we investigate the effect of
corporate governance through the two
For control variables, we document a subsamples - strongly indebted compa-
negative relationship between profit- nies and weakly indebted companies,
ability and market leverage and a which we have formulated previously
positive association between growth in descriptive statistics. Just to recap,
opportunity and market leverage. strongly indebted companies are those
These results are similar to those with with book leverage above the median
book leverage. But surprisingly, growth (0.476) and weakly indebted com-
opportunity is negatively associated panies are those with book leverage
with market leverage. This result is cor- lower than the median.

108
The Effect of Corporate Governance and Ownership Structure on Capital Structure:
Empirical Evidence from Canada

Table 4: The Effects of the Interaction between Corporate Governance and Ownership
Structure on the Capital Structure expressed in other Dependent Variables: Fixed Effects
Model.

Market Leverage Debt to Equity

Coefficient T-Statistic Coefficient T-Statistic

Governance Mechanisms

Board_Size 0.006 1.77* -0.038 -0.59

Board_Indep -0.027 -0.49 -1.615 -1.5


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CEO_Dual -0.034 -1.55 -0.238 -0.55

CEO_Entr 0.001 0.91 -0.024 -0.99

CEO_Comp -5.65 e-9 -4.07*** -2.32e-8 -0.84

Ownership Structure

Fam -0.007 -0.32 0.366 0.87

Instit -0.013 -1.11 0.019 0.08

Gov -0.125 -2.33*** -0.47 -0.44

Control Variables

ROA -0.001 -3.14*** -0.01 -1.85*

Tobin_Q -0.007 -3.21*** 0.732 17.61***

Asset_Tang -0.011 -0.81 0.274 0.98

Size 0.06 5.21*** 0.299 1.31

No. Obs. 468 468

R2 17.74% 48.68%

F-Stat 6.09*** 26.79***

(***), (**) and (*) Significance at 1% , 5% and 10% levels.


Notes: sample of 117 firm-years listed on the Toronto Stock Exchange Index over the period 2008-2011,
Market_Lev: Total Debts / (Total Assets + Market Capitalization), Debt-to-Equity : Total Debts / Total
Equity, Board_Size : Total Number of Directors, Board_Indep : Number of Independent Directors / Total
Number of Directors, CEO_Dual : Dummy Variable equal to 1 if the CEO is also the Board Chairman and
0 otherwise, CEO_Entr : Number of years of the Executive as CEO, CEO_Comp : Logarithm of Total CEO
Compensation, Fam : Dummy Variable equal to 1 if Family ownership and 0 otherwise, Instit : Dummy
Variable equal to 1 if Institutional ownership and 0 otherwise, Gov : Dummy Variable equal to 1 if Govern-
mental ownership and 0 otherwise, ROA : Net Income / Total Assets, Tobin_Q : (Total Debt + Market
Equity)/Total Assets, Asset_Tang: Fixed Assets/Total Assets, Size: Logarithm of Total Assets.

109
Gestion 2000 6 novembre - décembre 2015

Given that our dependent variable Conclusion


(book leverage) for the two subsamples
is left and right-censored at the median,
we used a random effect Tobit regres- The present paper aims to investigate
sion to estimate the effect of corporate the impact of corporate governance
governance on capital structure. The and ownership structure on the capital
results are summarized in Table 5. structure of Canadian firms. The main
governance mechanisms that we have
retained include the board size, board
Table 5 shows that board size is positi- independence, CEO duality, CEO en-
vely associated with leverage only for trenchment and CEO compensation.
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strongly indebted companies. Com- Moreover, we have added other vari-
panies with larger boards of direc- ables concerning ownership structure,
tors have higher debt. This finding is notably family, institutional and gov-
consistent with previous results found ernment. Our empirical research has
with market leverage. Moreover, stron- been done on a sample consisting of
gly indebted companies present a posi- 117 Canadian listed companies over
tive (significant at 1% level) association the period 2008-2011.
between manager entrenchment and
book-leverage.
As a proxy for capital structure, we
retained book leverage in a first step.
We still document a negative effect of Then, we used other variables, mainly
CEO compensation on capital structure market leverage and debt to equity ra-
for both subsamples (respectively signi- tio. Our results show that duality and
ficant at 1% and 5%). CEO compensation are negatively as-
sociated with leverage, while CEO en-
trenchment affects positively the capital
On the other hand, ownership structure structure. Family, institutional and gov-
does not exhibit a significant effect on ernmental ownership have a negative
leverage for either subsample. For the impact on the capital structure. We
control variables, the results are similar show however that board size and
to those of a fixed effect model. Profi- board independence have no signifi-
tability and assets tangibility are nega- cant effect on debt.
tively correlated with capital structure.
Growth opportunity and firm size still
Moreover, this research contributes to
have a positive effect on book leve-
a enhance our understanding of corpo-
rage.
rate governance, ownership structure
and capital structure issues, and, there-
fore, it may help Canadian regulators,

110
The Effect of Corporate Governance and Ownership Structure on Capital Structure:
Empirical Evidence from Canada

Table 5: Random Effects Tobit Regressions of Corporate Governance on Capital Structure in


Strongly and Weakly Indebted Companies

Strongly Indebted Companies Weakly Indebted Companies

Coefficient T-Statistic Coefficient T-Statistic

Governance Mechanisms

Board_Size 0.008 2.06* -0.002 -0.56

Board_Indep 0.078 1.17 0.003 0.05

CEO_Dual -0.029 -1.29 -0.029 -1.28


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CEO_Entr 0.003 2.76*** 0.002 1.58

CEO_Comp -5.03 e-9 -2.37** -4.14e-9 -3.02***

Ownership Structure

Fam 0.023 0.96 0.021 1.08

Instit -0.018 -1.24 -0.003 -0.24

Gov -0.067 -1.24 0.03 0.34

Control Variables

ROA -0.001 -2.62*** -0.001 -3.37***

Tobin_Q 0.005 1.2 0.008 4.21***

Asset_Tang -0.004 -0.27 -0.05 -2.63***

Size 0.052 4.78*** 0.047 4.44***

No. Obs. 234 234

Log-Likelihood 150.266*** 204.172***

(***), (**) and (*) Significance at 1% , 5% and 10% levels.

Notes: Sample of 117 firm-years listed on the Toronto Stock Exchange Index over the period 2008-2011,
Strongly Indebted Companies: Book_leverage> Median, Weakly Indebted Companies: Book_leverage
< Median, Book_Lev: Total Debts / Total Assets, Board_Size : Total Number of Directors, Board_Indep :
Number of Independent Directors / Total Number of Directors, CEO_Dual : Dummy Variable equal to 1
if the CEO is also the Board Chairman and 0 otherwise, CEO_Entr : Number of years of the Executive
as CEO, CEO_Comp : Logarithm of Total CEO Compensation, Fam: Dummy Variable equal to 1 if Family
ownership and 0 otherwise, Instit: Dummy Variable equal to 1 if Institutional ownership and 0 otherwise,
Gov: Dummy Variable equal to 1 if Governmental ownership and 0 otherwise, ROA: Net Income / Total
Assets, Tobin_Q: (Total Debt + Market Equity)/Total Assets, Asset_Tang: Fixed Assets/Total Assets, Size:
Logarithm of Total Assets.

111
Gestion 2000 6 novembre - décembre 2015

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