The intent of this chapter is to foreground and discourse the literature related to board features and public presentation in GLCs. The chapter is organised into three parts. First, the chapter elaborates on the theoretical models refering to board properties and public presentation. Second, the chapter discusses the relationship between elements of corporate administration and house ‘s public presentation. Finally, the chapter unveils some the corporate administration codification employed by the states.
Agency theory emphasises the function of the board in supervising the behavior and public presentation of executives ( Fama and Jensen, 1983 ; Jensen and Meckling, 1976 ) . They defined the directors of the company as the ‘agents ‘ and the stockholder as the ‘principal ‘ ( in their analysis there is one stockholder versus the ‘managers ‘ ) . In other words, the stockholder, who is the proprietor or ‘principal ‘ of the company, delegates daily determination devising in the company to the managers, who are the stockholder ‘s ‘agents ‘ . The job that arises as a consequence of this system of corporate ownership is that the agents do non needfully do determinations in the best involvements of the principal. One of the chief premises of bureau theory is that the ends of the principal and agent struggle. In finance theory, a basic premise is that the primary aim for companies is stockholder wealth maximization. In pattern this is non needfully the instance. It is likely that company directors prefer to prosecute their ain personal aims, such as taking to derive the highest fillips possible. Directors are likely to expose a inclination towards ‘egoism ‘ ( i.e. , behaviour that leads them to maximise their ain perceived opportunism: Boatright, 1999 ) . This can ensue in a inclination to concentrate on undertaking and company investings that provide high short-term net incomes ( where directors ‘ wage is related to this variable ) , instead than the maximization of long-run stockholder wealth through investing, in undertakings that are long term in nature. Hence British industry has been ill-famed for ‘short-termism ‘ .
Unlike bureau theory, stewardship theory assumes that directors are stewards whose behaviours are aligned with the aims of their principals. The theory argues and looks at a different signifier of motive for directors drawn from organisational theory. Directors are viewed as loyal to the company and interested in accomplishing high public presentation. The dominant motivation, which directs directors to carry through their occupation, is their desire to execute magnificently. Specifically, directors are conceived as being motivated by a demand to accomplish, to derive intrinsic satisfaction through successfully executing inherently disputing work, to exert duty and authorization, and thereby to derive acknowledgment from equals and foremans. Therefore, there are non-financial incentives for directors.
The theory besides argues that an organisation requires a construction that allows harmonisation to be achieved most expeditiously between directors and proprietors. In the context of house ‘s leading, this state of affairs is attained more readily if the CEO is besides the president of the board. This leading construction will help them to achieve superior public presentation to the extent that the CEO exercises complete authorization over the corporation and that their function is unambiguous and undisputed. In this state of affairs, power and authorization are concentrated in a individual individual. Hence, the outlooks about corporate leading will be clearer and more consistent both for subsidiary directors and for other members of the corporate board. Therefore, there is no room for uncertainness as to who has authorization or duty over a peculiar affair. The organisation will bask the benefits of integrity of way and of strong bid and control.
Board composing can besides be understood from the institutional theory position. The cardinal statement here is that organisations are constrained by “ societal regulations ” and “ taken for granted ” conventions that shape their pattern and construction ( Ingram and Simons, 1995 ) . The legitimization of norms and patterns within an “ organisational field ” additions with the grade of their diffusion in the field ( DiMaggio and Powell, 1983 ; cited in Infram and Simons, 1995 ) . As diffusion continues, the properness of norms and patterns becomes widely accepted, and organisations face greater force per unit area to follow them to keep legitimacy ( Oliver, 1990 ) . In the context of board design, for case, bigger houses are likely to put the criterions and the smaller 1s to follow.
Resource dependance theory
The job of who controls the houses, discussed above utilizing the belongings rights and bureau paradigms, can besides be explained in the context of the resources needed to win and the external environment where the organisation operates. Resource dependance literature explains that the replies to this inquiry are more of a consequence of form of resource exchanges than a cause of such exchanges ( Pfeffer and Salancik, 1978 ) . Of class, organisations are besides controlled and constrained by external and institutional factors that we must see to to the full understand why boards are the manner they are in the context of these organisational theories.
Resource dependance position has been used to analyze a figure of signifiers of intercorporate dealingss such as amalgamations and joint ventures. In these instances, houses are looking for an of import resource or discretion over the resource allotment and usage ( Pfeffer and Salancik, 1978 ) . We can understand corporate board composing as a tool to derive entree to of import resources every bit good. For illustration, a start-up house may engage a esteemed manager in order to ease entree to capital. In the context of emerging markets, this is peculiarly a relevant issue due the larger dissymmetries of information among market participants.
Another factor that can be explained in the context of this theory is the usage of outside managers for their political background ( political resource ) . Agrawal and Knoeber ( 2001 ) found that the incidence of outside managers with political and jurisprudence background was higher among the houses in economic sectors where political relations were more relevant ( e.g. electric public-service corporations, big fabrication houses ) . Furthermore, Klein ( 1998 ) found that houses place affiliated ( grey ) managers on their board to function the particular, strategic demands of the house.
Corporate Administration and Firm Performance
The comparative effectivity of corporate administration has a profound consequence on how good a concern performs. Most of the literature on corporate administration identifies board features and their impacts on the organisational results. Previous surveies have examined the effects of such factors as board size ( Dalton et al, 1999 ; Pfeffer, 1973 ; Pfeffer and Salancik, 1978 ; Singh and Harianto, 1989 ) and board composing ( Baysinger et al, 1991 ; Chaganti et Al, 1985 ; Kosnik, 1987 ; Schellenger et Al, 1989 ) on strategic determinations and organisation public presentation.
Board of manager and public presentation
The board of managers ‘ effectivity can be linked to its features in a manner that the effectual and active board can minimise the timeserving behavior of unscrupulous directors, hence, protecting the involvement of stockholders. The Malayan Companies Act 1965 ( Amended 2006 ) and MASB on presentation of fiscal statements stress the function and duty of the board of managers in guaranting that the fiscal statements are prepared in conformity with applicable accounting criterions.
Board of managers is of import because they are intended to command mechanism for direction self-interest. They have duty to be effectual stewards and defenders of the company in term of puting strategic way and supervising the behavior of concern.
Furthermore, the board of managers should besides execute its map efficaciously since conformity with accounting criterions is non plenty to guarantee the absence of use in fiscal statements ( Saleh et al. , 2005 ) . Therefore, in order to manage its monitoring duties efficaciously, it might depend on the alleged signifier of corporate administration, such as construction and composing ( Peasnell et al. , 2005 ) , or it might trust on the substance of corporate administration, such as the diligence and committedness of managers ( Sarkar et al. , 2008 ; Chtourou et al. , 2001 ) .
Proportion of independent managers and GLC ‘s public presentation
One of the frequently researched country on board of managers is the composing of boards particularly the impact of independent managers towards the public presentation of the house. Rashid, Fairuz and Husein ( 2010 ) , analysed relationship between board function typology and steadfast public presentation of 277 non-financial listed Malayan houses from 2002-2007 concluded that firm-board with high representation of outside and foreign managers tend to hold better public presentation compared to those firm-boards that have a bulk of insider executive and affiliated non-executive managers. McCabe and Nowak, ( 2008 ) did a qualitative survey on 30 managers of Australian public-listed companies utilizing a grounded research attack is in the sentiment that bulk of independent heads showing multiple points of position was perceived to cut down the board room jeopardy of “ group think. ”
However, there is besides concern that the ratio of outside managers can be excessively high and blowbacks. Byrd and Hickman ( 1992 ) found that based on sample of 128 stamp offer commands by 111 houses, it is possible that holding excessively many independent managers will take to negative effects on the house ‘s value. This was further supported by Bhagat and Black ( 1997 ) survey in Australia context, that house with excessively many independent managers had weaker portion monetary value public presentation
This raises the inquiry of whether or non there is an optimum board composing. Noe and Rebello ( 1997 ) analysed this job theoretically and the reply seems to be affirmatory. These writers argued that administration mechanisms can guarantee the execution of efficient policies if independent foreigners participate in the determination procedure, if struggles and dissension between board members can take to expiration, and eventually, if the group of insiders on the board are divided into involvement groups. An interesting consequence is that while outside board members may non hold any inside information or monitoring ability, they must as a group have sufficient power to barricade management-sponsored policies.
Board independency is the most debated corporate administration issue faced by corporations. The ASX ( 2003 ) , in its second of 10 corporate administration rules, recommends that boards of listed administrations should consist a bulk of non-executive, independent managers so that the board is able to suitably dispatch its duties and responsibilities. It is widely accepted that board independency additions board effectivity and thereby enhances the house ‘s overall public presentation ( Bonn, 2004 ; Shah et al. , 2008 ; O’Neal and Thomas, 1995 ) . Outside managers can break supervise direction due to their non-official place in the organisation ( Donnelly and Mulcahy, 2008 ) and have inducements to construct reputes as expert proctors which discourage them from conspiring with inside managers ( Carter et al. , 2003 ) . Hence a deficiency of material involvement and independent opinion would promote board members to move in favor of both the stockholders every bit good as legitimate stakeholders. Many old surveies highlight the importance of independent managers in house ‘s public presentation. Therefore it is hypothesised that GLC ‘s public presentation is more likely to increase with an addition in the proportion or figure of independent, non-executive managers on the board.
Board size and GLC ‘s public presentation
Another factor normally investigated in the research literature on boards of managers is the impact of board size on public presentation. Board size, that is, the figure of managers on the board, plays an of import function in supervising the board ‘s public presentation. Surveies that examine board size and public presentation are briefly reviewed before sing surveies that straight relate board size with revelation. Board size has been found to be both positively and negatively associated with the steadfast public presentation. Most of the literature argues in favor of smaller sized boards and importance is attributed to restricting board size ( Adams et al. , 2005 ; Cheng, 2008 ; Jensen, 1993 ; Lau et al. , 2009 ; Lipton and Lorsch, 1992 ; van Ees et al. , 2003 ; Yermack, 1996 ) . With a sample of 452 big U.S. houses during 1984 to 1991, Yermack ( 1996 ) found that board size was negatively related to tauten value. He showed that smaller boards are more likely to disregard the CEO following periods of hapless public presentation and to identify CEO compensation to tauten public presentation.
Eisenberg et Al. ( 1998 ) likewise found important negative correlativity between board size and profitableness. For a sample over the period of 1992 to 1994 of about 900 houses in Finland – including of class many smaller firms-these writers studied possible effects of larger boards such as jobs of communicating and coordination and greater control by the CEO. These findings support the reading that board size influences house value ( and non the contrary ) .
Interestingly, the consequences of Eisenberg et Al. were consistent with Yermack ‘s despite being based on a really different sample, viz. smaller and non-U.S. houses. But the inquiry remains whether smaller and non-U.S. houses can be assumed to be affected in the same manner, by the same factors, as the larger U.S. houses that typically constitute research samples.
Although there is considerable empirical research on corporate administration in general and on boards of managers in peculiar, this research is about entirely based on major U.S. corporations, and it is really likely that the decisions drawn will be non be applicable in a different context.
Smaller sized boards are more effectual in supervising direction ‘s actions ( Lakhal, 2005 ) and can work efficaciously as they can come to a consentaneous determination easy ( Jensen, 1993 ; Cheng, 2008 ) . Other surveies argue that larger boards are more effectual as they can convey more experience and cognition and offer better advice ( Dalton et al. , 1999 ; Bonn, 2004 ) . However major drawbacks are identified with larger boards, including a deficiency of communicating, slow determination devising, and a deficiency of unanimity that finally affects board effectivity and efficiency. In add-on, Australian houses are reported to hold smaller sized boards that in other states ( Bonn, 2004 ; Lee and Shailer, 2008 ) and hence it is hypothesized that the relationship between board size and GLC ‘s public presentation will be negative.
Director ‘s making and GLCs public presentation
Research workers have progressively examined managers ‘ accomplishments and cognition as possible determiners of board public presentation. In order for boards to supply strong inadvertence and relevant input into strategic determinations, many have argued that companies must guarantee that board members have the right mix of accomplishments and cognition. Board members should possess both functional cognition in the traditional countries of concern expertness such as accounting, finance, legal, or selling, every bit good as industry-specific cognition that would enable them to truly understand specific company issues and challenges ( Forbes and Milliken, 1999 ; Roberts et al. , 2005 ) . Analyzing the impact of board capital on board public presentation, research workers have found grounds of a positive correlativity between managers ‘ cognition and accomplishments and the board ‘s monitoring function and strategic engagement ( Carpenter and Westphal, 2001 ; Zona and Zattoni, 2007 ) . These surveies suggest that cognition and accomplishments play a critical function in increasing board engagement in scheme, since more knowing managers should be in a better place to understand strategic issues and lend meaningfully to scheme development and rating.
Harmonizing to the resource dependance theory, a board can represent a strategic resource for the house.
A making that shows you ‘ve achieved a certain educational criterion. Traditional academic makings you can acquire from school demonstrate a certain degree of analytical and critical accomplishment. These are of import accomplishments needed in most occupations.
Professional and work-related making
Demonstrate practical accomplishments every bit good as theoretical cognition. You do non necessitate academic makings to derive them. It is by and large awarded by professional organic structures in line with their charters.
Lorsch ( 1995 ) acknowledges that the board ‘s ability to regulate besides depends on the cognition of managers, which comes from their on the job experience.
Therefore, higher degree of educational making like PhD will work as a strategic resource ( Carpenter and Westphal, 2001 ) . However, in Malaysia and Australia, there was no requirement for a individual to be appointed as manager to a company. Furthermore, for the instance of GLCs / GOCs, managers are among those public servant retired person with relevant working experience. Educational making such as PhD will move as a mix of competences and capablenesss that help in put to deathing the administration map ( Carpenter and Westphal, 2001 ) .
Proportion of female managers and GLCs public presentation
Boardss are traditionally composed of merely male members. The presence of adult females on the board leads to gender diverseness. It is by and large accepted that female board members are more independent because they are non portion of the ”old male childs ” web ( Carter et al. , 2003 ) . Harmonizing to Ryan and Haslam ( 2005 ) , adult females are more likely to be placed in places of leading in fortunes of downswing. The deduction is that the presence of adult females on the board could be perceived by stockholders that important alteration is on the manner, and doing them more confident in the company ‘s success, which consequences in addition in portion monetary value. Diversity in general is considered to better organisational value and public presentation as it provides new penetrations and positions ( Fondas and Sassalos, 2000 ; Carter et al. , 2003 ; Letendre, 2004 ; Huse and Solberg, 2006 ) and provides for representation of different stakeholders for equity and equity.
The degree of diverseness on a board affects their determinations and activities ( Adams and Ferreira, 2004 ) and has been reported as holding a positive consequence on house public presentation in Australia ( Bonn, 2004 ) . One well debated feature of board diverseness is gender. The importance of gender diverseness in the council chamber has been raised in recent proposals for administration reform ( Adams and Ferreira, 2004 ) . It is progressively being viewed that adult females can do a important part to the board. Huse and Solberg ( 2006 ) found that adult females are more committed and involved, more prepared, more persevering, ask inquiries and finally make a good ambiance in the council chamber. Similarly, Adams and Ferreira ( 2004 ) found that more adult females on the board improves the determination devising procedure, enhances board effectivity and that adult females have better attendance/participation. Another statement in favor of holding more female managers is that they are able to heighten the board ‘s independency ( Kang et al. , 2007 ) . Female managers ‘ active engagement, better readying, independency and other alone qualities, enable them to do a important part to complex treatments and determinations such as determinations that expose stakeholders ‘ involvement to higher hazards. Hence it is expected that more female managers on a board will increase the public presentation of the GLC.
3.3.7 Firm size
Scholars have suggested that internal administration constructions are substitutable and the houses can take appropriate administration options based on what is right for them ( Booth et al. , 2002 ; Peasnell et al. , 2003 ) . As the complexness of the house increases, board size may increase due to necessitate for advice and environment monitoring ( Pfeffer, 1972 ; Zahra and Pearce, 1989 ) . Thus, board dichotomy may be dropped as a tradeoff in favor of director/insider ownership to guarantee steadfast public presentation through alliance of involvements between stockholders and managers. For this survey, entire plus will be used as a placeholder for house size. Firm size will be measured by the logarithm of entire assets.
3.3.8 Firm age
Firm age is the figure of old ages for which a house has been in operation, get downing with the day of the month of incorporation. Surveies have shown that houses go through fiscal growing rhythm and their capital constructions vary with their age ( Berger and Udell, 1998 ) . New houses are expected to hold smaller net incomes than old 1s because they have less experience in the market, are still constructing their market place, and usually hold a higher costs construction. Older houses may be making the terminal of their merchandise life rhythm. This suggests that complexness additions with steadfast age. We control for house age which log of old ages since incorporation.
Public Accounts Committee
Public Accounts Committee ( PAC ) is established under the fundamental law with the intent of doing certain public financess are being administered and spent harmonizing to its intended intent that was passed by the parliament. This commission comprised of Chairman and Vice Chairman and usually comprises of members with assorted cognition and experience. Both Malaysia and Australia have had their PAC established under proviso of the fundamental law. PAC have to power to cite any single or any representative of house that administer or utilize public fund to unwrap and explicate any issues that in the sentiment of PAC have public involvement. Given the authorization, PAC is an unity inadvertence panel for GLCs stakeholders and stockholders.
In the instance of Malaysia, PAC buttocks and appraise histories of the Malayan Government and the proviso of financess which has been authorised by the Parliament to local provinces, histories of administrative organic structures and organisations which utilise province ‘s commissariats. Examples of PAC questions on GLCs are why Pos Malaysia is doing loss, why Sime Darby incurred RM1.6bil loss in energy and public-service corporations division, the issue of Syarikat Prasarana Negara Bhd unproper disposal of coachs, Port Klang Free Zone ( PKFZ ) undertaking and the MRR2 main road building and toll aggregation.
Discussion on MCCG 2012 and ASX 2010
With respects to corporate administration codification in Malaysia and Australia, there are a batch of similarity between the two in term of elements of corporate administration as both papers was adapted from United Kingdom ‘s corporate administration codification. The Malayan Code on Corporate Governance ( MCCG ) , first issued in March 2000, marked a important milepost in corporate administration reform in Malaysia. The codification was subsequently revised in 2007 to beef up the functions and duties of the board of managers, audit commission and the internal audit map. The Malayan Code on Corporate Administration 2012 ( MCCG 2012 ) focuses on beef uping board construction and composing recognizing the function of managers as active and responsible fiduciaries. They have a responsibility to be effectual stewards and defenders of the company, non merely in puting strategic way and supervising the behavior of concern, but besides in guaranting that the company conducts itself in conformity with Torahs and ethical values, and maintains an effectual administration construction to guarantee the appropriate direction of hazards and degree of internal controls. The current version of the corporate administration guidelines in Australia, Corporate Governance Principles and Recommendations with 2010 Amendments ( ASX 2010 ) was released on 30 June 2010 and came into consequence on 1 January 2011. It continue to guarantee the principles-based model it developed for corporate administration continues to be a practical usher for listed companies, their investors and the wider Australian community. Although the elements are similar between MCCG 2012 and ASX 2010, there are some differentiation between the both in its attack to corporate administration ( mention appendix ) as discussed below: –
In add-on for the functions of chair and main executive officer to be exercised by different persons, MCCG 2012 requires that the president must be a non-executive member of the board to advance answerability and facilitate division of duties.
MCCG merely requires the board to consist a bulk of independent managers when the president is non an independent manager. ASX 2010 on the other manus recommends an independent bulk board irrespective whether the chair is an independent or non to guarantee board ‘s opinion is independent and to the involvement of the company.
While proviso for gender diverseness in MCCG 2012 is merely mentioned in its recommendation commentary, the ASX 2010 stresses the importance of accomplishing gender diverseness in the board and was included as its recommendations. Diversity bring different positions to the hard issues confronting today ‘s corporations. It is widely believed that diverseness of thought consequence in better determination devising.
Access to information and independent advice
MCCG 2012 merely ensures entree to information and advice based on board members request is seen to be reactive. Contrarily, ASX 2010 requires the board members to be provided by the company with the information it needs to dispatch its duty efficaciously. This is a proactive attack to a better cheque and balance.
Effectiveness of independent managers
Whilst ASX 2010 did restrict the figure of old ages an person is considered as independent managers, MCCG 2012 specifically mention that a board member should non transcend a cumulative term of nine old ages. Upon completion of the nine old ages, an independent manager may go on to function on the board topic to the manager ‘s redesignation as a non-independent manager. Shareholders ‘ blessing for the reappointment is required.
Duties of Nomination Committee
As stated in the commentary for duties of the nomination commission in ASX 2010 where it include reappraisal of board sequence programs, it suggest that every board demand to set up their sequence program as schemes for the houses continuity and to cut down hazard.
3.5.7 Performance rating of managers
In add-on to what that has been mentioned in the codification for public presentation rating in Malaysia and Australia, ASX 2010 besides encourages companies to unwrap the public presentation rating procedure of the board, its commissions, single managers and senior executives. This will advance transparent and objectiveness in the board procedure.
3.5.8 Composition of nomination commission
MCCG 2012 recommends wage commission to dwell bulk of non-executive managers ( combination of independent non-executive or non-independent non-executive ) while ASX 2010 suggests it should dwell bulk of independent managers with the chair is an independent manager ( efficaciously it means independent non-executive ) . ASX 2010 recommendations on composing of nominating commission promote equity in doing determinations.
3.5.9 Composition of audit commission
The demand to set up an audit commission and its composing was stated in BURSA Malaysia Corporate Governance usher. MCCG 2012 assumes the constitution of audit commission by the board.
3.5.10 Audit commission charter
ASX 2010 require the Audit Committee to hold a formal charter while in Malaysia, demand to set up an audit commission ‘s term of mention was stated in BURSA Malaysia Corporate Governance usher.
3.5.11 Financial coverage
MCCG 2012 recommendation is refering about the conformity to the accounting criterion. However, for ASX2010, it mentions about reappraisal the unity of the company ‘s fiscal coverage and supervise the independency of the external informations.
3.5.12 Internal control
In add-on to recommendations on internal control component, ASX 2010 recommends the CEO or CFO to give declaration with respects to sound system of hazard direction and internal control. The Malayan codification did non lucubrate much on the affair unlike in ASX 2010 where accounts were given on the topic.
3.5.13 Quality of information disclosed by the board
A important difference between both codifications is the quality of information disclosed by the company. In MCCG 2012, company may make up one’s mind what information is considered appropriate for them to unwrap. The word appropriate most of the clip will be interpreted to the advantage of the company. But the proviso in ASX 2010 indicated that revelation of information is really of import. Companies are required to give study on each of the ASX 2010 rule harmonizing to the usher of describing those rules.
3.5.14 Stockholder dealingss
MCCG 2012 encourages seting substantial declaration to vote by canvass while it was non mentioned in ASX 2010 as to how declarations in general meetings are preferred to be approved either via canvass or “ show-of-hand ” .
Chapter 3 provided theoretical model of corporate administration with its related literature. This chapter besides discussed related literature on corporate administration and GLCs. Chapter 4 will show the research methodological analysis used for this research paper.