Corporate Governance and Firm’s Performance

Background and rationale of the study
Corporate governance is a recent concept that encompasses many issues like internal control, rights and relation with stakeholders, social responsibility of the business, structure and role of the management committee, management transparency (refers to the disclosure of all reliable and relevant information) and accountability (refers to broader corporate objectives to manage the socio-economic resources efficiency) and the like. It also entails planning and strategic development of the company, day-to-day operation, and knowledge of the market and the sound understanding of the business itself. Precisely speaking, corporate governance is all about corporate practices to meet the corporate objectives. According to Byrnes et al. (2003), after the high profile scandals of Enron, WorldCom etc. corporate governance is imputed in the Sarbanes-Oxley Act of 2002. This paper will try to find out the impact of corporate governance on firm performance. This paper will also try to show that better use of corporate governance help the firm to perform in an optimum level and if it is right better governed firm will have better performance than worse governed firm.

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Jensen and Meckling (1976); Fama and Jensen (1983); Shleifer and Vishny (1997) cited that, incentive has been given to the managers to confiscate the assets of the firm by taking profitable projects but this is much beneficiary to the managers than maximizing shareholders wealth. According to Shleifer and Vishny (1997), effective corporate governance control the awards given by the stakeholders and creditors and increase the profitability of the firm by investing in a positive net present value projects. Brown and Caylor (2004) argued that, regulators and governance advocates argue that in most of the cases stock price goes down because of poor governance and if this is right the market price of the well governed firm should be relatively high than poor governed firms. On the other hand by considering cash flow hypothesis Jensen (1986), says that shareholders expects cash flow via dividend payout but large free cash flow through dividend decrease the liquidity condition of the firm and this disables the firm to invest in the profitable projects and lower the profitability. Arnott and Asness (2003) finds that, better governed firm give more cash in dividend payout which also can be considered as firm performance. Moreover Bowen, Rajgopal, Venkatachalam (2008) found that, corporate governance also can be found from the accounting discretion, firm with weaker governance structure generally produce report with poorer future performance. According to Gompers, Ishii, and Metrick (2003), studying the impact of corporate governance on firm performance finds that, strong shareholders rights and returns of the firm outperform on risk-adjusted basis. This result indicates that corporate governance also can be measured or constructed from publicly available data. According to Klein, Shapiro and Young (2005), there are not any clear evidence that can suggest that better corporate governance will enhance the firm’s performance.
One alternative way to measure firm performance is measuring the performance of companies with shareholders rights. Core, Guay and Rusticus (2004) said that, in current decade share returns of companies are strongly related with shareholders right companies with poor shareholders rights do not over perform in their performance. The companies which maintain strong shareholders right may not exhibited superior return on their performance. On the other hand, if the firm’s risk adjustment not done properly, corporate governance may correlate with unrecognizable risk factor(s). One other thing is that the relation between corporate governance and firm performance might be increase distrust about causality explanation.
In most countries the common mechanism for determining collective action problems among shareholders partial ownership and control is given to the hand of large shareholders. In this situation two important forms of corporate governance need to be considered by the firm. First, there may be conflict among the shareholders with management against small investors; and secondly, the liquidity from secondary market will decrease. To boost the liquidity crisis of the stock market corporate law is enforced and which limits the power of the large shareholders of the company and also limit the violence of the minority shareholders. In this system generally the firms depends on the board of directors to maintaining and functioning the actions of the shareholders. Sometimes the actions of the board of directors become ineffective. Where the minority shareholders get better protection the interest of the mangers also become an issue of prudence. Finally, the primary goal of the corporate governance is to control the regulation of activity the shareholders and managers and made a check and balance to protect the interest of both shareholders and mangers.
This paper will try to find out how corporate governance can help the firm to accelerate their performance. For doing so there lies a need for developing a measure to scale corporate governance practice of the firm and to allocate a governance score for each firm then calculation of the financial and economic performance by using governance score will become possible. This paper will also conduct a cross sectional analysis to relate firm’s performance with their corporate governance practices.
Keywords
Corporate Governance, Firm performance, Corporate Governance and Firm Performance.
Problem of the study
This paper will develop to find out the following problems:

How corporate governance impact on firm’s performance?
Why firm’s performance is influenced by corporate governance?
When corporate governance influence firm’s performance?

Aims

The aim of this paper is to find the influence of corporate governance over firm’s performance.

Objective of the study
This research will be conduct to fulfill the following objectives:

To measure the industry wise corporate governance practices.
To find the impact of corporate governance with the firm performance.
To measure the degree of performance influenced by corporate governance.
To find out the major indicators of corporate governance.
To find out the best practices of corporate governance.

Literature Review
The concept corporate governance actually gives an insight regarding the code of conduct of the company’s business. Corporate Governance is the process by which companies are governed and held accountable to their owners. Corporate Governance is the whole system of managing and controlling a company. Many view corporate governance in the light of the long-run value creation of shareholders. Corporate Governance is the enhancement of the long-term shareholder value while at the same time protecting the interest of other shareholders. From this view, corporate governance focuses on structure and rules of the board of directors; the independent audit committee and control management. So, corporate governance is a pervasive concept, which basically tells about the corporate practices. This is such a concept encompassing the relations and rights of shareholders with the board and other stakeholders; effective risk management; management transparency and accountability to the stakeholders group and overall corporate practices that aims at meeting the corporate goals.
OECD set few principles of corporate governance, which have been adopted by the member countries of the OCED. These principles are available in the web site: www.oecd.org. In summary, they include the following elements:
The rights of shareholders: These include a set of rights including secure ownership of their shares, the rights to full disclosure of information, voting rights, participation in decisions on sale or modification of corporate assets including mergers and new share issues.
The Equitable Treatment of Shareholders: Here the OCED is concerned with protecting minority shareholders rights by setting up systems that keep insiders, including managers and directors, from taking advantage of their roles.
The Role of Stakeholders in Corporate Governance: the OCED recognizes that there are other stakeholders in companies in addition to stakeholders. Banks, bondholders and workers for example are important stakeholders in the way in which companies perform and make decisions.
Disclosure and Transparency: The OCED also lays out a number of provisions for the disclosure and communication and key facts about the company ranging from financial details to governance structures including the board of directors and their remuneration.
The Responsibilities to the Board: The guidelines provide a great deal of detail about the functions of the board in protecting the company, its shareholders, and its stakeholders. These include concerns about corporate strategy, risk, executive compensation and performance, as well as accounting and reporting systems.
John, K. et.al. (1998) conducted a study to relate Corporate Governance with managerial risk-taking. The study showed how the investor protection environment affects corporate managers’ incentives to take value-enhancing risks. It suggested that the manager chooses higher perk consumption when investor protection is low and vice versa. Lower investor protection is associated with conservative investment policy and least firm growth. Finally the authors suggested that the corporate risk-taking and firm growth rates are positively related to the quality of investor protection (whether the investment generated by the firm is used is a safe and secured way). This situation indicates that a risk-taking firm’s growth rate is higher than the less risk-taking firm so find out the concerns towards the investors it is necessary to calculate that whether the firm is taking much risk for increasing its growth, which may arise adverse situation for the investor by decreasing the protection of the investment.
According to John and Senbet (1998), a common belief is that boards of directors are become more independent as the number of outsider director increases. Though, Fosberg (1989), found no relation of firm performance with the outsider directors, he rather emphasis on other variables like SG&A expenses, sales, return on equity and number of employees. Hermalin and Wrisbach (1991) also don’t find any association between the number of independent directors and firm performance. In 2002 Bhagat and Black became unable to find any relationship between the numbers of outsider directors. But in contrast Baysinger and Butler (1985) and Rosenstein and Wyatt (1990) find rewards for the firm for appointing outsider directors. Anderson, Mansi and Reeb (2004) showed that, the cost of debt is inversely related with the independence of the board of directors. According to Brickley, Coles and Terry (1994), there are a positive linkage between the number of outsider directors and stock market response. Bhagat and Bolton (2007) argued that, better governance can be measured by GIM and BCF indices, stock owned by the board of directors, performance of CEO etc. Lipton and Lorsch (1992); Jensen (1993) argued in their evidence that, it is believed by some people that limiting the board size of the firm will have impact in the performance of the firm because increase number of the board members will increase the monitoring, communication and decision making ability. On the other hand Yermack (1996) found an inverse relationship between board size and profitability, asset utilization and Tobin’s Q. Board of director plays a vital role in the firm performance. As they divide their duties and responsibilities so increase in the number of directors make the responsibilities and duties more narrowed, so if the number of director increases the firm’s performance should be increased. On other side if the firm appoint experienced CEO or director in the firm it have a positive impact on the stock price of the firm which reflects the practice of good corporate governance has a positive impact on firm’s performance.
According to Bhagat and Bolton (2008), Corporate governance has the authority to make any modification or change in any important decisions including investment policy, management compensation policy, board’s decision etc. so it becomes easier for the firm to monitor and implement their activities efficiently by practicing good corporate governance this will help the firm to increase its overall performance. A negative relationship has been found by Klein (2002), between audit committee independence and earnings management. Whereas Anderson et al. (2004) documented that firm with self-governing audit committee has low debt financing costs. Frankel, Johnson and Johnson (2002) show an inverse relationship with the firm earnings management and the independence of the audit committee. On the other hand, Ashbaugh, Lafond and Mayhew (2003) and Larcker and Richardson (2004) show disagreement about the inverse relationship between firm earnings management and independence of the auditor in their evidence. Bhagat and Bolton (2008) provided some evidence to associate the relationship between audits related governance factors and firm performance:
Audit committee those are solely independent are positively related with dividend yield but not related with firms operating performance or valuation;
Annual meetings held by the firm are not related with the performance;
Consulting fees and audit fees paid to the auditors are negatively related with the firms performance measurement;
Company policy for rotating auditors are positively related with the return on equity but not related with any other performance factors.
As audit committee plays an important role for establishing and implementing firm’s investment policy, compensation policy and other management decision the role of audit committee influence the firm’s performance. The performance of audit committee can vary due to various factors such as audit fees, independence of the committee etc. as Bhagat and Bolton (2008) finds several audit related governance factors but this area needs further research to find out the exact situation.
Gompers, Ishii, and Metrick (2003) introduced a corporate governance measure which is equal weighted index of 24 corporate governance factors, these factors are gathered by the Investor Responsibility Research Center (IRRC), those are, classified boards, golden parachutes, poison pills, cumulative voting supermajority rules for selecting and approving managers. Whereas, Brown and Caylor (2004) created their corporate governance index through the use of Institutional Shareholder Service (ISS) data. Hermalin and Weisbach (1998, 2003); Bhagat, Carey and Elson (1999); Brickley, Coles and Jarrell (1997) states that, board independence, stock ownership of board members and whether CEO and Chairman are individual person etc. are considered as a importance characteristics of corporate governance. Brown and Caylor (2004) identified 52 factors for considering corporate governance practice of the firms where Gompers, Ishii, and Metrick (2003) considers 24 factors for measuring corporate charter position and board characteristics. According to Bhagat and Bolton (2008) management compensation features, board characteristics, and corporate charter position creates the personality of firms corporate governance while creating the corporate governance index these factors need to be weighted otherwise it will become unable to give optimum result. If the weight are not equally weighted the relationship between the corporate governance and firm performance will give an unrealistic result with incorrect inferences between the relation of corporate governance and firm performance. While selecting the factors for creating the governance score it must be consider that the factors need to be available for all kinds of firm’s from different industry, otherwise the result may become bias. On the other hand if the researcher did not find weighted average the outcome of the study becomes questionable so for making the evidence more reliable it is necessary to find out the weighted average of the governance score.
Some variables of measuring corporate governance can be motivated by incentive-based economic models of managerial behavior. This model can fall into two categories. First one is agency model, in this model the interest of managers are take into action as a result it becomes costly for the shareholders. In this model shareholders become unable to observe the behavior of the managers directly, but sometimes ownership are given to the managers to reduce this type of action and use the resources for the best interest of the shareholders. This problem is cited by Grossman and Hart in 1983. Another model is adverse situation model; this model is motivated by the hypothesis of differential ability which also cannot be observed by the firm’s shareholders. In this model the power of managers is control to reduce the use of cash flow for the private benefit or manager’s personal information cannot be used to control the firm’s cash flow. This model is provided by Mayerson (1987). From the above situation it is clear that sometimes corporate governance is controlled by the relationship between managers and shareholders and in this case managers behaviors and ability are directly associated with the firms performance.
Berle and Means (1932), find the impact of the cost of the shareholders ownership, they found a positive relationship with ownership structure and firm performance. However, Demsetz (1983) argued that, if we scrutinize the success factors of the public companies with diffused share ownership we will see clear offsetting benefits of the shareholders. Other factors that may impact of the firm performance are performance based compensation and insider information which should be determined through ownership. For example, if the performance of the firm increase the value of the stock and the managers owned some ownership, it will increase the value of their ownership this incentive will help the firm to preserve the interest of both shareholders and managers by boosting the performance of the firm.
Hypothesis
This research will focus on following hypothesis:

H1: Company with good Corporate Governance has a better operating performance.
H2: Company with poor Corporate Governance has a poor operating performance.

Methodology of the study
Research method
To fulfill the objectives of this paper and find out the relationship of corporate governance with firm performance both qualitative and quantitative method of research will be used. The main objective of this paper is to find out the relationship between corporate governance and firm performance and to find out the degree of influence of corporate governance on the firm performance to find out this evidences researcher need to go through an exploratory research. Some case studies also will be analyzed and discussed to find out the actual position and this will make this research more realistic. This paper will try to develop a governance measure (governance score) to find out the degree of corporate governance practiced and also identify some factors to measure the performance of the firm and score them with a relevant range. Governance score will be composite measure of about 50 factors which will encircling on several corporate governance categories like audit committee, board of directors, executive and directors compensation, compensation policy for the managers, industry, progressive practices, directors education, charter/ bylaws etc. Then researcher will do a cross sectional analysis between governance score and firm performance score. For measuring operating performance Tobin’s Q, GIM, return on equity, profit margin, sales growth, and other financial measurements will be used.
Data collection
This paper will create a summary metric of the governance score to measure the strength of the firm’s governance. Researcher will collect data related with corporate governance and firm performance from the annual report and publicly available information sources mostly researcher will depend on the secondary sources for preparing this report; though researcher will try to collect data from the reliable sources like stock exchange, annual report, magazine etc. This paper will take a large number of individual firms as my sample for this studies thus it will reflect real phenomena. This paper will take data for measuring firm performance for the 2009 fiscal year end.
Sampling
The population for this report will be listed companies in the London stock exchange. The researcher will take at least fifty companies as sample from five different industries they are automobiles and parts, banks, beverages, food producers, and electronic and electrical equipment. The companies will be chosen randomly.
Scope of the study
This paper will try to find out how good corporate governance practices impact on the firm performance. This paper will contribute on the literature on the following way: first, the role of the board of the directors plays on the performance of the firm. For example: the numbers of independent directors or dependent director can play a role in the governance and also contribute on the performance of the firm. This may varied from industry to industry so researcher will took a descriptive analysis on the following matter, for collecting the evidence on the following matter GIM, and Tobin’s Q will play a great role. This paper will also find out the variables that may impact on the performance related with this topic. Secondly, researcher will try to find out the better incentive policy given to the manager stock option or cash dividend which will be more effective to protect the right of the stockholder as well as boosting the performance of the firm. The performance of the firm can be measured in various ways this paper will focus on the financial performance and the right of the stockholder in measuring the performance of the firm. Thirdly, this paper will come with the functioning of the audit committee; audit committee plays a vital role on the both in the corporate governance practices of the firma and the firm performance. Compensation given to the internal and external audit committee also has impact on the firm performance do find out these impacts an explanatory research will be conducted. Finally, researcher will come with the degree of corporate governance practices with the firm performance. This paper will find out extent of the impact of the corporate governance with the firm performance.
Concluding remarks
Corporate governance plays a vital role to balance between the economic and social goals and between individual and communal goals. The governance framework is very much important to boosting up the performance of the firm and to protect the interest of the stockholders. Because it ensures the efficient use of resources, make the management accountable and ensures the best benefit of all the parties. As a result corporate governance has impact on the overall performance of the firm because it control most of the performance factors and the good practices of corporate governance will allow the firm to protect the interest of the stockholders.