Thèses sur le sujet « Duties of corporate disclosure »

The recent crisis of 2008-2009 induced by widespread financial fraud, demands a rethinking of the role of corporate governance in each country. My research focuses on whistleblowing – the third party enforcement strategy based on those who report questionable corporate governance or accounting incidents both to outside authorities and in house - as a regulatory strategy to prevent financial fraud, from both an economic and a comparative perspective. More precisely, it aims at better understanding the structure and the function of whistleblowing regulations in the U.S. system, with the further goal of considering whether such regulations would work in the Italian corporate legal system. Despite the absence, in the Italian legal system, of corporate whistleblowing provisions, seems possible to figure out several duties of disclosure of corporate irregularities for internal watchdogs and a widespread use of the voluntary corporate whistleblowing strategy that offer the intuition that could be useful insert corporate mandatory whistleblowing provisions also in the organizational set up regulation.

Recent discussions on corporate citizenship (CC) highlight the new political role of corporations in society by arguing that corporations increasingly act as quasi-governmental actors and take on what hitherto had originally been governmental tasks. By examining political and sociological citizenship theories, the authors show that such a corporate engagement can be explained by a changing (self-)conception of corporate citizens from corporate bourgeois to corporate citoyen. As an intermediate actor in society, the corporate citoyen assumes co-responsibilities for social and civic affairs and actively collaborates with fellow citizens beyond governmental regulation. This change raises the question of how such corporate civic engagement can be aligned with public policy regulations and how corporate activities can be integrated into the democratic regime. To clarify the mode of CC contributions to society, the authors will apply the tenet of subsidiarity as a governing principle which allows for specifying corporations’ tasks as intermediate actors in society. By referring to the renewed European Union strategy for Corporate Social Responsibility, the authors show how such a subsidiary corporate-governmental task-sharing can be organized.

Cette thèse est articulée en trois chapitres et s’inscrit dans le domaine de la recherche empirique en comptabilité financière. Elle examine les déterminants et les conséquences de la communication des entreprises. Le premier chapitre étudie les effets réels de la communication financière sur les dépenses de publicité des entreprises. Le deuxième chapitre, co-écrit avec Thomas Bourveau et Vedran Capkun, étudie les conséquences réelles de la communication des résultats de recherche médicale sur les marchés financiers et sur la société. Le troisième chapitre, co-écrit avec Vedran Capkun et Yun Lou, analyse l’influence de l’information propriétaire communiquée par des concurrents d’une entreprise sur leurs produits sur la décision de cette entreprise de communication de ses propres informations propriétaires
This dissertation is composed of three chapters investigating the antecedents and consequences of corporate disclosure in the domain of empirical-archival financial accounting. The first chapter examines the real effects of firm disclosure and its timing on firm advertising investment. The second chapter, joint work with Thomas Bourveau and Vedran Capkun, documents the real consequences of pharmaceutical firms’ clinical trial disclosure in financial markets and on broader society. The third chapter presents a joint project with Vedran Capkun and Yun Lou, exploring intra-industry peer disclosure of proprietary information as antecedents of corporate disclosure decision at product level

Disclosure Investment and RegulationThis paper provides a framework to analyze voluntary and mandatory disclosure. Since improved disclosure reduces the entrepreneur's ability to extract private benefits, it secures funding for new investments, but also provides existing claimholders with a windfall gain. The entrepreneur may choose to forgo investment in favor of extracting more private benefits. A mandatory disclosure standard reduces inefficient extraction and increases investment efficiency. Although the optimal standard is higher than the entrepreneur's optimal choice, it can be less than complete in order not to deter investment. The Optimality of the Opt-OutThis paper determines conditions under which providing firms with a menu of disclosure alternatives is desirable. If all types of firms have a conflict of interest with existing stakeholders concerning the resource allocation decision then providing firms with a single mandatory standard is optimal. When some firms do not have a conflict of interest then the optimal mandatory standard may allow firms to choose from multiple disclosure standards. Diversity in assets favours a single standard while diversity in liabilities favours multiple standards. Does Investor Recognition Predict Excess Returns?We test Merton's (1987) hypothesis using individual level stockholdings of Swedish investors. Controlling for size and other factors, we find that lower levels of investor recognition lead to greater future excess returns. Positive (negative) changes in investor recognition are followed by lower (higher) excess returns. The effect of investor recognition is more pronounced for young firms. We demonstrate that investor recognition risk is conditionally priced. Investor Recognition and the Long-Run Performance of RepurchasesUsing U.S. data we document a strong negative relationship between changes in investor recognition and asset returns. We demonstrate that investor recognition is a priced factor in asset returns different from the traditional ones. Undertaking a repurchase significantly reduces the firm's investor recognition. Accounting for changes in investor recognition reduces the abnormal performance of firms undertaking a repurchase.
Diss. Stockholm : Handelshögskolan, 2005 S. 3-7: sammanfattning, s. 11-126: 4 uppsatser

This thesis Essays on corporate disclosure adds to the financial reporting literature in a series of three studies which seeks to further advance knowledge on corporate disclosure practices. Forward looking information released by company management is increasingly gaining importance in accounting and finance research in response to the changing business environment and is t1).e primary focus of this thesis. The first study examines the relation between corporate governance factors and regulation on the extent of risk disclosure in corporate annual reports in the United Kingdom. The second study develops a methodology to examine and rank the quality of business risk reporting in the annual report ofUK companies over a period of three years. The fmal study examines the relation between the earnings environment firms are operating in and the amount of news disclosures in relation to future earnings that companies release to the stock market. Results from the first study (Chapter 4) provide evidence for a link between governance factors and the extent of risk disclosure in corporate annual reports. While the study shows that regulation has an impact on disclosure, the unconsolidated results on the different types of risk disclosure suggest that cross sectional variation in the pattern of narrative annual report risk information is dependent upon the form that disclosure regulation takes. The second study (Chapter 5) shows that for the period examined companies that disclose information on business risk factors provide industry specific information on risk factors but the study corroborates the fmding of prior studies that managers are reluctant to quantify the impact of risk factors in their external reporting. The third study in the thesis (Chapter 6) shows that when firms are in a negative earnings environment (earnings falling in relation to previous years) the frequency of future earnings related disclosure increase. Other issues discussed in this thesis include the motivation for the three studies examined in relation to financial reporting (Chapter 1), some of the key disclosure literature (chapte~ 2) and governance developments in the United Kingdom (Chapter 3). Chapter 7 provides conclusions from the study and also in~oduces areas for future research.

Thesis (Ph. D.) -- University of Maryland, College Park, 2007.
Thesis research directed by: Business and Management: Accounting & Information Assurance. Title from t.p. of PDF. Includes bibliographical references. Published by UMI Dissertation Services, Ann Arbor, Mich. Also available in paper.

The main objective of this work is to increase the knowledge about corporate governance and voluntary disclosure in reducing information asymmetries. The first chapter is a review of the literature on corporate governance and voluntary disclosure. The second chapter analyzes whether board composition and voluntary disclosure substitute or complement each other in reducing information asymmetries. Finally, the third chapter analyzes the role of disclosure and governance in the biotech setting in enhancing analysts ability to forecasts earnings. More in detail, in the second chapter, we assess the impact of corporate governance on firms’ product-related disclosure of biotechnology companies in the presence of agency and proprietary costs. In order to conduct this investigation we use regression analysis employing data compiled from 10-K forms and proxy statements. We hypothesize that voluntary disclosure – considering the approach suggested by Lev et.al. (2004) – is a function of governance structure measured by a set of independent variables based on the board of directors typology proposed by Hillman et.al. (2000) and Baysinger and Butler (1985). Our results show that corporate governance plays a role in orienting the heterogeneity of product-level disclosures provided by US biotech companies. Moreover, using biotech setting, which provides unique heterogeneity in the level of disclosure, we show that background of board members affects corporate disclosure. Specifically, specialist directors and community members exert markedly different effect on disclosure. Support specialists generally pressed for increased disclosure, unless it is against firm interest. Community influentials vote for vague disclosure but tend to disclose information early. The later may be due to the desire to prop-up their personal public profile, at the expense of shareholders. The study further explores and provides useful insights and practical implications for corporate governance standard setters. They should consider the various competences of board members such as skills, expertise, knowledge and specific functions of individual directors in expressing the impact of corporate governance on firms voluntary disclosure. In the last chapter, we uses US biotech firms to assess how corporate governance mechanisms, such as board composition, board size and product related voluntary disclosure, affect the information environment faced by financial analysts in forecasting earnings. Information environment is defined as forecast accuracy, forecast dispersion, precision of public information, precision of private information, as in Barron et.al. (1998, 2002). We consider the methodology introduced by Baysinger and Butler (1985) and Hillman et.al. (2000) and we analyze each independent directors according to his specific background. On the relation between voluntary disclosure and analysts forecasts, we have build our own measure of voluntary disclosure index, by hand-collecting all the information specific to the biotech products that firms have into their portfolio. We measure the voluntary disclosure of biotech products based on the Business Section Analysis (part I) of the Annual Report (10-K form), precisely on the drug development programs, that provide key information about the various products under development of each biotechnology company. Additionally, we examine whether voluntary disclosure were disclosed consistently over time and we follow the path of disclosure by developing an persistent disclosure index at the firm level. Our results shows that US biotech firms with more independent directors on the board reduces the forecast dispersion. The quality of corporate governance affects information transparency and play a role in reducing the uncertainty associated with future firms’ performance by increasing the precision of analysts’ earnings forecasts. Better corporate governance mechanisms promotes transparency that benefits the users of firms’ disclosure. Forecast accuracy increases when voluntary disclosure is constant over time. Analysts forecast dispersion decreases when more independent directors sits on the board. Voluntary disclosure is fully effective to financial analysts only if the information is comparable over time. When information is constant over time it increases forecast accuracy and reduces the dispersion. Voluntary disclosure and corporate governance quality are two mechanisms that act is complement to improve the quality of information available to financial analysts
l principale obiettivo di questo lavoro è di quello di contribuire ad una maggiore comprensione delle politiche di comunicazione delle imprese e dei meccanismi di corporate governance, in particolare le caratteristiche dei consiglieri di amministrazione nel ridurre le asimmetrie informative. Nel primo capitolo sono state analizzate le teorie più rilevanti dell’accountability, come la voluntary disclosure e la corporate governance con l’obiettivo di evidenziare i contributi più significativi che ad esse sono state mosse e identificando nuovi temi di ricerca. Il capitolo secondo studia se i meccanismi di governance, quali la composizione del board è un sostituto piuttosto che un complemento della comunicazione volontaria nel ridurre le asimmetrie informative. Il terzo capitolo sottopone a verifica empirica le asserzioni più rilevanti derivanti dal ruolo che la corporate governance e voluntary disclosure hanno sulle proprietà delle previsioni degli analisti. Più nel dettaglio, il secondo capitolo mette in evidenza l’impatto che la composizione del consiglio di amministrazione ha sulla comunicazione volontaria riguardante i prodotti in sviluppo delle imprese biotech statunitense in presenza di alti costi di proprietà e di agenzia che li caratterizzano. Per analizzare come il board composition impattano sulla comunicazione volontaria, la ricerca distingue i componenti del consiglio di amministrazione in base al background e alle precedenti esperienze lavorative in tre categorie: a) business experts, sono gli amministratori esecutivi le cui competenze sono legate al processo decisionale; b) support specialists, si riferiscono ai esperti in ambiti specifici come finanza, diritto, ricerca e sviluppo, amministrazione e controllo; c) community influentials, si tratta di politici, membri di organizzazioni non profit che portano”knowledge, experience and linkages relevant to firm’s external environment” [Baron, 1985]. La classificazione proposta, basata sul ruolo potenziale dei singoli amministratori all’interno del consiglio di amministrazione amplia l’attenzione sulle funzioni che il consiglio di amministrazione riveste, prendendo un passo avanti rispetto alla maggior parte dei studi esistenti, e centrandosi non solo sul ruolo di monitoraggio ma anche sul potenziale contributo al processo decisionale strategico. Per ciascuna azienda biotech si è proceduto alla classificazione degli amministratori nelle tre categorie in precedenza presentate. Sono stata analizzate le biografie di ciascun amministratore dal documento DEF 14-A. La verifica empirica si è svolta considerando che la comunicazione volontaria – usando l’indice di voluntary disclosure costruito dal Guo et.al. (2004) – è una funzione della struttura di governance misurata come composizione del consiglio di amministrazione, usando il approccio proposto da Hillman et.al. (2000) e Baysinger and Butler (1985), descritta prima. I risultati ottenuti mettono in risalto il ruolo strategico che il board rinveste e inoltre conferma come la composizione del board in termini di competenze influenza la sua capacità di monitoraggio e quindi riduca, i costi di monitoraggio che la società deve sostenere. In particolare, si evidenzia come diversi membri del consiglio di amministrazione, quale support specialists and community influentials esercitano un ruolo diverso sulla voluntary disclosure. In generale, i support specialists tendono a favorire un incremento della disclosure. Al contrario, i comunity influentials votano per una “vague” disclosure, però tendono a fornire le informazioni prima. Questo ultimo risultato può essere dovuto al desiderio da parte dei community influentials di proteggere la loro reputazione alle spese dei shareholders. In conclusione, la ricerca condotta ha evidenziato come il problema della composizione del board deve essere affrontata superando la tradizionale classificazione degli amministratori in esecutivi e indipendenti. In tale ambito, assume una maggiore rilevanza il background, le competenze, e i legami degli amministratori. In fine, il presente lavoro porta in attenzione importante implicazioni per i corporate governance standard setters, che dovrebbero mostrare una maggiore attenzione e considerare il ruolo di ciascun membro al interno del consiglio di amministrazione nel specificare le varie direttive. L’ultimo capitolo della tesi tratta il ruolo che la governance e la voluntary disclosure hanno nell’influire le previsioni degli analisti, analizzate principalmente in un contesto statunitense delle aziende biotech. L’attenzione del ricerca è volta innanzitutto ad analizzare il ruolo che la board composition e le modalità con cui le società forniscono le informazioni, e successivamente come tali informazioni vengono interpretate dagli analisti finanziari nel produrre stime dei risultati aziendali (EPS). Oggetto di analisi sono le proprietà delle previsioni degli analisti, come la forecast accuracy, forecast dispersion, precision of public information, precision of private information (Barron et.al. 1998, 2002), usando, nominate più semplicemente information environment. Il framework utilizzato per la misurazione della disclosure è quello proposto da Guo et.al. (2004) che ci ha permesso anche di costruire un indice di consistenza della disclosure nel tempo. Questo ultimo viene calcolato come la differenza tra la voluntary disclosure nell’anno t meno la voluntary disclosure nell’anno (t-1) diviso la disclosure al tempo (t-1). Tutte le informazioni riguardante la comunicazione volontaria dei prodotti in sviluppo che le aziende biotech hanno nel portafoglio sono hand-collected usando come fonte il 10-K form, che deve essere predisposto da ciascuna società quaotata al New York Stock Exchange e depositato presso la SEC. Questo ci ha permesso di creare un database unico. Per quanto riguarda la corporate governance - board composition abbiamo presso in con il profilo degli singoli membri del consiglio di amministrazione in termini di background e competenze

This thesis provides comparative evidence on corporate social responsibility disclosure (CSRD) practices by many of the world’s largest companies. Specifically, it investigates the relationship between company characteristics, institutional factors, the presence of a voluntary assurance statement, and internal contextual aspects with the extent of CSRD in sustainability reports. The thesis approach is based on legitimacy theory tenets to better explain the motivations of these prominent companies to communicate CSRD.The data collection focuses on the 2009 sustainability reports sourced from 460 highly visible public companies from 44 separate countries. Key Global Reporting Initiative (GRI) items are used as the benchmark disclosure checklist. The empirical results indicate that the average level of overall CSRD is 56.8 percent. Labour practices is the most disclosed theme by companies (66.4 percent) followed by economic (60.2 percent), society (57.0 percent), environmental (56.7 percent), human rights (49.0 percent), and product responsibility themes (46.0 percent).Statistical analysis indicates that high-profile industries, the presence of a voluntary assurance statement and a corporate social responsibility committee positively influence the extent of corporate social responsibility disclosures. Interestingly, companies operating in emerging markets disclose more sustainability information than communitarian or Anglo-American jurisdictions. Consistent with legitimacy theory, these results suggest that companies which are more likely impacted by their community demonstrate higher accountability and transparency by increasing CSRD communication to better address stakeholders’ expectations.Overall, the empirical results have theoretical and practical implications for key stakeholders to improve drivers of CSRD. First, this thesis provides evidence that legitimacy theory can help explain the extent of corporate social responsibility disclosures. Second, this thesis adds new insights on the positive role of the voluntary assurance statements and corporate social responsibility committees in motivating companies to provide more extensive and higher credible sustainability reports.

There is much debate over corporate social responsibility on whether business companies should look beyond shareholder primacy and profit maximisation to act for the benefit of others. But it is generally agreed, even amongst advocates of shareholder primacy, that profit maximisation should only be achieved within the framework of external laws regulating the conduct of individuals and companies generally. If the objectives of such external laws are not to be defeated, then it is important for controllers of companies to ensure corporate compliance with the law. Yet controversies have arisen (such as the James Hardie scandal) where corporate enterprises may have improperly flouted or evaded liabilities under the law. Against this background, the thesis argues that it is necessary to ensure that responsible persons are accountable under the law so as to promote compliance with legal regulations in the corporate context. Individuals or entities behind the company who are responsible for wrongful conduct should be held liable under the law ― whether it be tort law or statutory regulation. Some counter that the corporate law principles of limited liability and separate entity have primacy to effectively shield those behind the company from at least certain types of liability. However, the thesis argues that it is undesirable for corporate insiders to hide behind the company to avoid tortious or statutory liabilities. The thesis adopts a theory of interactive (corrective) justice to be applied in the corporate context to justify the imposition of civil liability on responsible directors, shareholders and other corporate participants. In light of this theoretical framework, possibilities of rectifying deficiencies in the law through judicial development of existing legal principles will be examined. To the extent that appropriate directions in the law cannot be achieved via judicial development of the law, the thesis also investigates possibilities of statutory reform.

The board of directors at a company usually comprises both executive and non-executive directors. Their role is to run and direct the company for its benefit since it is incapable of acting by itself. Where there is a separation of ownership and control it is recognised that there is a risk that those in control may use their power for self-interested means. Attention is often focused on the executive directors and how legal controls and governance mechanisms can reduce the possibility of self-interest in the performance of their functions. However, seldom are non-executives the focus of this problem yet they are playing an increasingly important role in the running and governance of the company. This thesis is an investigation in to whether the legal rules and governance mechanisms are suitable in reducing the possibility of self-interest amongst non-executive directors. The study uses multiple directorships as a proxy for non-executive self-interest to demonstrate whether the controls and incentives are suitable. It begins by examining the nature of a nonexecutive’s fiduciary liability to the company focusing on the nature and purpose of the duty to identify when and why the duty is owed. Identifying the nature and purpose of the duty will allow the thesis to demonstrate that existing authority and academic literature on the scope of a non-executive’s fiduciary duty is an unsuitable interpretation based on the company’s current objects and reanalyses it from the perspective of the non-executive’s undertaking on the board. Whilst the analysis concludes that this interpretation would offer a suitable scope in deterring self-interest the thesis continues by examining the enforcement of fiduciary duties by considering the new statutory derivative claim. This analysis reveals that enforcement is low and may reduce the deterrence the fiduciary duties themselves might have. With low levels of enforcement the thesis turns its attention to ex ante incentives, particularly corporate governance mechanisms, which can “nudge” the non-executive in to acting for the benefit of the firm. This analysis contains a review of the corporate governance theories and an empirical study to identify the ways non-executive self-interest may be reduced. The theoretical analysis considers the ways boards may be structured to reduce the potential for self-interested behaviour. Using multiple directorships as a proxy for self-interest the empirical analysis provides evidence as to whether they are in fact perquisite consumption and identifies possible means of control. It is considered herein that there are insufficient controls and incentives on non-executive behaviour, which may lead to increased self-interest to the detriment of the company.

The Enron collapse in 2001 has resulted in an increasing attention to corporate governance. Even in Sweden, some scandals have occurred, for example Skandia, ABB, Trustor; a parallel could be drawn, implying that these scandals have resulted in increased attention to corporate governance. Corporate governance concerns the relationship between a corporation’s management, board of directors, shareholders and other stakeholders. The problems with the relationship between managers and share-holders are referred to as the principle-agent problem. The increase in corporate governance disclosure can be seen as a way by the corporations to regain the trust from the shareholders. Can agency theory be used to explain why some corporation disclose more corporate governance information than others?

The purpose with this master thesis is, with starting point in agency theory, to contribute to the understanding of which factors that influence corporations to disclose corporate governance information in the annual reports.

For this thesis, a quantitative research has been performed. Annual reports from corporations listed on the Stockholm Stock Exchange have been examined, to be able to develop a corporate governance disclosure index and to measure 15 characteristics, derived from the agency theory and two control variables. The data was analysed in SPSS , using both linear and multiple regressions.

The analysis showed that role duality actually measured if a corporation had a foreign parent company and corporations listed on the O-list other on Stockholm Stock Exchange served as proxies for smaller corporations. Therefore, it was possible to con-clude that corporations were influenced by the origin of the parent company and the size of the corporation to disclose corporate governance information. Another conclusion was that corporate governance characteristics derived from agency theory is not appropriate when trying to find factors that influence corporations to disclose corporate governance information. Nevertheless, this does not mean that it is inappropriate to take the starting point in the agency theory.

Corporate governance disclosure is important for countries aiming to attract international investors and reduce companies’ cost of capital. The relationship between corporate governance disclosure (CGD) and its determinants is the main objective of the current research. Accordingly, the research aimed to: (i) assess CGD level in the Gulf countries; (ii) investigate the impact of ownership structure (proportion of institutional, governmental, managerial and family ownership) on CGD; (iii) explore the effect of board characteristics (proportion of independent board members, proportion of family members on board, CEO/chairman duality and board size) on CGD; (iv) examine the relationship between diversity (proportion of foreign and female members on a board and in the senior management team) and CGD; and (v) test the association between firm characteristics (company size, age, liquidity, profitability, leverage, industry and auditor types) and CGD. Gulf countries (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates) were selected for the study since they share similar characteristics and represent a relatively homogeneous category in the Middle East and North African region. A CGD index of 232 items was developed and divided into six categories: ownership structure and investor rights; financial transparency and information disclosure; information on auditors; board and senior management structure and process; board committees; and finally corporate behaviour and responsibility. Annual reports available for listed non-financial companies of the Gulf countries were 270 for the year 2009. The maximum CGD level was 63%, whereas the minimum was 5%, with an average disclosure level of 32%. Several regression models were conducted to enhance the robustness of the results and conclusions of the study. The results indicated that five variables had a significant positive relationship with CGD: proportion of independent members on a board, proportion of foreign members on a board, proportion of foreign members in the senior management team, auditor type and profitability. The research contributes to the literature on corporate governance voluntary disclosure in developing countries. Practical contributions consist of several recommendations to policy makers, regulators, and professional institutions in the Gulf countries.

This study examines empirically the relationship between a number of corporate attributes and levels of disclosure of information in annual reports of Malaysian public listed companies. The perceived importance of selected information items to two user groups; accountants and fmancial analysts is also examined using a structured questionnaire. Three unweighted disclosure indices (overall disclosure index, mandatory disclosure index and voluntary disclosure index) were applied to 54 corporate annual reports for three different years: 1974, 1984 and 1994. The results indicate that the level of disclosure has improved over the twenty-year period. The overall and mandatory disclosure scores show a substantial increase in 1984 and a moderate increase in 1994. However, only a marginal increase in disclosure level for voluntary disclosure items is noted for the same period. The association between the extent of disclosure and fifteen corporate attributes was examined using several multiple regression models. The results indicate that: (a) the variable total assets shows significant relationship with the three disclosure indices; (b) the variables liquidity ratio, scope of business operations, leverage, and type of management are significantly associated with some of the disclosure indices; (c) the variables number of shareholders, corporate image and fmancial year end show weak relationships with some of the disclosure indices; and (d) the other variables namely, total sales, market capitalisation, proportion of shares owned by outsiders, profit margin, parent company size and type of external auditor show no significant relationship with disclosure scores. Except for total assets, all variables in (b) and (c) above produce inconsistent results when employed under different regression models. The two user groups also demonstrate significant differences in perceptions on 31 (55%) out of 56 items of information. Overall, the financial analysts' group perceive a substantial number of items of information as more important than the accountants' group

La thèse traite des conséquences de l’information portant sur la responsabilité sociale des entreprises. Après avoir expliqué l’intérêt de cette problématique et réalisé une revue de la littérature, nous analysons la relation susceptible d’exister entre l’information RSE et les performances RSE en utilisant l’approche de la causalité au sens de Granger. Ensuite, nous portons notre attention sur l’impact de l’information RSE sur les performances de l’entreprise en testant le caractère médiateur ou modérateur de la qualité du système de gouvernance. Pour terminer, nous étudions les effets de l’information RSE sur le niveau d’asymétrie d’information en lien avec la qualité de l’information financière. Les principaux résultats, la contribution de ce travail et les perspectives de recherche sont alors présentés en conclusion
The dissertation includes four chapters. All chapters cover the overall topic: The consequences of corporate social responsibility disclosure. Chapter 1 introduces the motivation of thesis and summarizes an overview of the literature. Chapter 2 investigates the relationship between CSRD and CSR performance using Granger causality approach. Chapter 3 studies the impact of CSRD on financial performance under the moderation of corporate governance quality. Chapter 4 investigates the effect of CSRD to the level of information asymmetry with the presence of financial reporting quality. The main findings, contribution and discussion for future research are presented at the end of thesis

Failure of high profile companies such as Enron, World.com had initiated a call for an investigation to analyse the reason for such radical consequence to prevent further similar financial crises. One of the common factors identified by the researchers is the poor disclosure, transparency and Corporate Governance (CG) mechanisms. Similar to the UK, the compliance towards CG codes are voluntary for the majority of the countries around the globe including Kuwait. CG codes aimed to improve the governance of a company including transparency. Thus, voluntary disclosure had been examined by numerous academics to emphasise the importance of accountability, transparency that in turn increase the confidence of investors and creditors in the financial markets of emerging economies. This thesis is based on Kuwait, as it is a resource rich country and attracts foreign investments. The Central Bank of Kuwait (CBK) issued instructions for CG mechanism especially to the financial sector in 2004. From the research in hand, there was no longitudinal study in Kuwait concerning the impact of GC mechanism to voluntary disclosure. The sample in this thesis consists of 155 Kuwaiti listed companies from 2007 to 2010, 620 firm-year observations. A self-constructed index was developed to evaluate the level of voluntary disclosure and how it developed over time. Both univariate analysis and multivariate analysis were used. Most of the thesis results were consistent with previous studies; there was a gradual increase in the level of voluntary disclosure and its categories over the observed period. All CG mechanisms findings revealed significant associations with voluntary disclosure, except board size and role duality, have a negative significant association. Ownership structure indicates insignificant association with voluntary disclosure. Firm characteristics have a significant positive association with voluntary disclosure, except profitability, has a significant negative association, while gearing is found an insignificant association. Furthermore, the level of voluntary disclosure in the financial sector is higher than the non-financial sector. The contributions to knowledge in this thesis are; 1) It is the first empirical longitudinal study in Kuwait concerning voluntary disclosure, and its relationship with GC mechanism, ownership structure and firm characteristics, as far as the researcher is aware. 2) It provided evidence of the importance of CG to enhancing the level of voluntary disclosure in Kuwait business environment, especially that the level of voluntary disclosure in the financial sector is higher than the non-financial sector. 3) Employed many quantitative methods, such as OSL regression, Normal score, GLS regression, Tobit regression and Quantile regression (divided into 25%, 50% and 75%). 4) A self-constructed index, which was developed in this thesis, could be suitable for other Arab Gulf countries that are similar in the business environment and experiencing the same economic changes. 5) Provides evidence of the possibility of employing the disclosure theories derived from developed countries in emerging countries. 6) It is possible to generalise the results of the disclosure index to other companies not investigated in this thesis. Moreover, this thesis implies that the legislative and regulatory authorities, in particular, the capital markets authority Kuwaiti, need to increase efforts to enhance the role of corporate governance practices in Kuwaiti listed companies.

This study investigates the determinants of the disclosure of corporate governance practices using a sample of 5200 companies from the OECD member countries. The OECD has thirty-four members but they differ, among other things, by their regulatory frameworks and cultures which impact of the companies’ decision of ‘what to and what not to’ disclose on corporate governance practices. Extant literature is very wealthy on corporate disclosure practices mainly in the area of accounting, but scant on disclosure of corporate governance practices by companies and peculiarly in the OECD countries whose governance practices play a crucial role in the global economy. This research addresses the following themes on corporate governance: (1) disclosure of corporate governance practices, (2) impact of regulatory framework, culture and regulatory focus on the disclosure practices at both companies’ level and country level. Based on (1) Hofstede cultural theory in its contemporary form the research argues that a high level of disclosure is likely to be associated with companies’ in countries with low Power Distance; (2) the strength of regulatory framework to argue that disclosure is higher in countries with strong regulatory framework and (3) regulatory focus theory (RFT) to argue that companies in countries which are promotion focus disclose more than companies in countries which are prevention focus. This research collects firm level data from RiskMetrics and country level data from the World Economic Forum Report and then uses optimal scaling technique (OS) and multivariate logistic regression (MLRA) to analyse the data. It adds to the literature by providing empirical and theoretical evidence on the determinants of disclosure of corporate governance practices in the OECD.
Thesis (PhD Doctorate)
Doctor of Philosophy (PhD)
Griffith Business School
Griffith Business School
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L'elaborato si pone come obiettivo quello di analizzare una possibile relazione tra la corporate governance di un'azienda e i processi comunicativi della stessa nell'ambito della responsabilita' sociale. L'elaborato si compone di quattro sezioni: nella prima si cerchera' di fornire un quadro riassuntivo delle modalita' con cui le aziende provvedono alla comunicazione aziendale, dando maggior spazio alla comunicazione volontaria; successivamente, verra' affrontato il tema della corporate social responsability sottolineando il peso che quest’ultima ha raggiunto nel tempo nell’ambito aziendale; nella terza sezione lo scopo è duplice: definire un quadro generico sulla corporate governance e, successivamente, presentare una panoramica relativa alle ricerche e agli studi condotti negli anni sulla possibile influenza della corporate governance sulla csr; infine, la quarta sezione verra' dedicata ad un'analisi empirica con lo scopo di definire la relazione oggetto di ricerca.

The main objective of this work is to increase the knowledge about corporate disclosure policies though the analysis of two external subjects that may affect the flow of information from companies to the other members of the capital market: press and competitors. Since financial reporting contains several decision-useful information for resources allocation it can be considered the main means that connects corporate with a wide range of stakeholders. Therefore, firms must identify the features of the users of financial reports, classify their focal needs and disclose information that may hold all the four qualitative characteristics (relevance, faithful representation, comparability and understandability) under the two pervasive constrains (materiality and benefits that justify the costs) However, not al the stakeholders have the knowledge and capabilities to efficiently allocate their resources trough the assessment of the information disclosed. Consequently, they need information intermediaries that provides new and/or useful information to them. For example, press analyses, aggregates and opportunely communicates information to a wide public with a sufficient degree of credibility. For this reasons, press can be considered as an important information intermediary. However, evidences on the role of press in reducing information asymmetries are few and controversial. In particular, relations between press coverage and corporate disclosure are unclear. In chapter 2 it is argued that journalist pay attention on both firms with higher disclosure quality, which diffuse more credible information, and company with poor disclosure quality that may be more attractive for readers. Using AIRM disclosure scores and structural equation models, press results associated with more information asymmetries. The cause of this result might be the fact that journalists dedicates more attention to those firms with poor performance or high potential growth. In addition, there is a sort of substitution between official corporate disclosure and press coverage. On one hand, high disclosure standards are generally associated with a potential loss of competitive advantages; on the other hand, theoretical and empirical evidences showed that, ceteris paribus, those firms with better disclosure have higher stock liquidity, lower cost of capital and more intermediation. In other words, the benefits-cost constrain is pivotal in the determination of disclosure level. Since competitors enter in both member of the constrain it seem that the role of competitors is crucial. Beside competitive advantages and the potential benefits, mimicking processes may induce managers to strongly use competitors information. Using AIMR disclosure scores, structural equation models and the identification of industry- leadership in disclosure and in size, in chapter 3 several evidences of the relations between competitors are presented. On one side, managers are induce to follow the behaviours of the leader in disclosure in order to maintain disclosure benefits; on the other, it seems that both firms with good and poor disclosure quality converge to a sort of industry practise. Moreover, while there is no evidence of free-riding, there are strong evidence of both information and reputational herding. As argued in chapter 4, this work might be interesting for firms, investment analysts and investors. In addition, both press coverage and analysis of competitors disclosure policies may be strategically used by firms in order to achieve more benefits.

There are two tasks of this dissertation. Firstly, it will make a contribution from a theoretical perspective. Some Western scholars conclude that rules and institutions transplanted from Western jurisdictions have not worked well in the Chinese legal system so far. This is because the level of consistency between the transplanted rules or institutions and the local context is still at a low level. However, this dissertation takes a different position. By solving a series of unanswered questions, it will make a theoretical contribution to the scholarship on comparative corporate governance in the context of the transitional economy. By and large, it will answer the question: "why can China, as representative of a transitional economy, not escape from the faith of legal transplant in its legal reform of corporate governance". Secondly, this dissertation will make a contribution from a practical perspective. Many Chinese lawyers and Western scholars complain that Chinese company law is suffering deeply from the problem of ambiguity. Indeed, it is poorly and inconsistently drafted. There is, nevertheless, no systematic study on how to solve this problem in a pragmatic manner. In light of the proposed theoretical research, this dissertation will provide an important response on this issue. It rebuilds the director's fiduciary duties and shareholder's fiduciary duties by inserting some workable legal rules from the UK into the existing legal regime in China.

Thesis (Ph. D.)--University of Oregon, 2004.
Typescript. Includes vita and abstract. Includes bibliographical references (leaves 89-93). Also available for download via the World Wide Web; free to University of Oregon users.

One of the main aims of the underlying research is to respond to continuous calls for introducing and measuring a sound economic definition for best practice disclosure quality (e.g. Beyer et al., 2010) that is derived from a reliable guidance framework (Botosan, 2004) using an innovative natural language processing technique (Berger, 2011). It also aims to examine the impact of corporate governance on best practice disclosure quality. Finally, it aims to examine the joint effect of both best practice disclosure quality and corporate governance on firm value. The thesis contributes to disclosure studies in three principal ways. First, it introduces a new measure for best practice disclosure quality. Further tests show that the proposed measure is reliable and valid. A novel feature of this measure is that it captures all qualitative dimensions of information issued by the Accounting Standards Board, 2006 (ASB) Operating and Financial Review (OFR) Reporting Statement. Second, it uses machine-readable OFR statements for financial years ending in 2006-2009, and develops a language processing technique through constructing five keyword lists. Third, it examines the extent to which disclosure quantity provides a proper proxy for disclosure quality. The analysis shows that disclosure quantity is not a good proxy for disclosure quality. Accordingly, results derived, using quantity as a proxy for quality, are questionable. Results of the association between disclosure quality and corporate governance mechanisms suggest that the most effective governance mechanisms in improving disclosure quality are leadership structure, audit committee meeting frequency, and audit firm size. Using a wide set of corporate governance mechanisms, the study also contributes to three research strands and explains the inconclusive results in relation to the association between disclosure quality, corporate governance mechanisms and firm value. It provides empirical evidence as to which governance mechanisms promote the quality of voluntarily disclosed information in large UK firms. Additionally, it provides empirical evidence as to the joint effect of best practice disclosure quality, corporate governance mechanisms on firm value in the UK. Results also show that best practice disclosure quality enjoys a substitutive relationship with two corporate governance mechanisms (audit committee independence and audit committee size) and a complementary association with board independence in relation to firm value. The study has various research and policy implications. It suggests new research avenues for re-examining disclosure relationships, especially research areas that do not have persuasive conclusions such as the economic consequences of disclosure quality. Such research may inform both regulators and managers as to the costs and benefits of disclosure quality to both firms and stakeholders. It also provides feedback on the current disclosure practices by firms so that policy-makers can modify reporting frameworks/guidance accordingly.

Companies have been providing information on their interactions with the environment since the 1880s however there has been an upsurge in the amount of information they provide over the last three decades. This has been driven by a variety of legislative, internal, social drivers. These corporate environmental disclosures appear within three key channels and media: via the Internet, in their AnnuaVFinancial Report and in a stand alone Environmental Report. The USA was the fIrst country to introduce statutory requirements relating to the disclosure of environmental information in the AnnuaVFinancial Report - Securities Release 5235 and 5386. Many other countries, including the UK, are now considering making environmental disclosure, in some shape or form, mandatory. Benchmarking studies are frequently applied identify the leading companies in terms of Environmental Reports; companies within the utility sector are repeatedly cited as leaders. However most research and benchmarking studies compare what themes have been disclosed in a single channel or media, for example, emissions, waste, energy, and do not examine the quality of the disclosures or compare those disclosures in the different channels and media. Recently, qualitative characteristics relating to the quality of environmental disclosures have been developed including, inter alia, accessibility, credibility and inclusivity. This thesis therefore aims to (1) assess whether utility companies are also leaders in environmental disclosure via the Internet and in their AnnuaVFinancial Reports, (2) compare the effects of a voluntary and mandatory disclosure requirements on the environmental themes and qualitative characteristics disclosed in the AnnuaVFinancial Reports and Environmental Reports of electric power utilities based in the UK and USA and applies Lasswell's model as an integrating framework for (1) and (2) in order to assess what, if any, inferences can be made from a direct content analysis relating to 'why' and 'with what effect' environmental disclosures are made. Content analysis is applied to meet the three main aims of this thesis. First, a basic appearance or nonappearance form of content analysis is applied on 275 (utility and non-utility) companies to assess whether utility companies are also leaders in environmental disclosure via the Internet. The amount location and type of environmental themes that were disclosed within the AnnuaVFinancial Reports of 100 (utility and non-utility) companies were then identifIed via content analysis to assess whether utility companies are also leaders in environmental disclosure in their Annual Report and Financial Report. A more complex frequency content analysis was applied to assess the environmental themes and the qualitative characteristics disclosed by 20 electric power companies based in the UK and USA in their AnnuaVFinancial Reports and Environmental Reports to evaluate the affect of voluntary and mandatory disclosure requirements. The research shows that no companies are fully exploiting the capabilities of the Internet for environmental disclosure and that no one sector stands out as a leader. The oil, gas, coal and related services sector, not the utility sector, are leaders in terms of environmental disclosure within the AnnuaVFinancial Report, indeed there does not appear to be any consensus within the utility sector regarding the environmental themes that should be disclosed. Mandatory disclosure requirements heavily influence the amount, themes, balance, character and specifIcity of environmental disclosures made by of electric power companies based in the USA who appeared to target their disclosures in the AnnuaVFinancial Report and Environmental Report at different audiences. Electric power companies based in the UK, where there are no mandatory disclosure requirements, disclosed double the amount of information in their Environmental Report than companies based in the USA but disclosed less information in their AnnuaVFinancial Report which was virtually a subset of those in their Environmental Report in terms of the amount, themes, balance, character and specifIcity. It can be concluded from the application of Lasswell's model that environmental disclosures are made due to a combination of drivers, the types and qualitative characteristics of those disclosures depend on the relative importance of those drivers. More importantly the environmental disclosures have little effect due to their lack of credibility, and environmental disclosures, in particular, via the Internet were found to be unduly burdensome in terms of their accessibility. Stakeholders will fmd it difficult to create an informed image until there are generally accepted or mandatory standardised data collection methods, measurements and presentation for collating the environmental information itself and for the verifIcation statement therefore they need to be aware of the limitations of corporate environmental disclosures, be critical of the information and go back to the company for more details on any area of specific interest. Although companies may not want to allow stakeholders to create an informed image, guidelines are presented that can be used by companies to improve the accessibility and credibility of their environmental disclosures.

Thesis: Ph. D., Massachusetts Institute of Technology, Sloan School of Management, September, 2020
Cataloged from student-submitted PDF version of thesis.
Includes bibliographical references (pages 52-54).
Market prices and trading in financial markets are important information signals that reveal firm specific information to the public. I study how the observability of such prices and trading (hereafter, "market transparency") affects firms' disclosure incentives. I exploit the staggered introduction of TRACE, which made bond prices and transactions publicly observable, and show that firms provide more guidance when their bonds' prices and trading become observable. This effect is stronger for firms with informationally sensitive bonds and firms without exchange-listed bonds prior to TRACE. Also, firms become particularly more likely to disclose bad news, consistent with the notion that investors' access to market information limits managers' incentives to withhold information. I corroborate my results using (1) a small controlled experiment, in which prices and trading are revealed for a randomized set of bonds, and (2) threshold rules used by the regulator. Taken together, my results suggest that observable market outcomes inform investors not only directly, by aggregating and revealing investors' information and beliefs, but also indirectly by increasing corporate disclosure.
by Georg Rickmann.
Ph. D.
Ph.D. Massachusetts Institute of Technology, Sloan School of Management

This thesis focuses on sustainability disclosure, sustainability performance, and sustainability committee. Analysing a sample of Australian firms, the thesis found that good performers disclose more information and communicate in optimistic, certain, and clear terms; they also present their information in a more readable way; the experience of sustainability disclosure improves the performance, and sustainability committee also contributes to the performance. The findings should of interest to investors, directors, managers, and regulators in Australia.

This thesis is an examination of directors duties and liabilities in the event of "0, insolvency in England including Wales and the US. The main aim of the study is to compare the two legal systems' stance towards directors when their company is in financial depression or technically insolvent. The thesis consists of ten chapters. The first chapter is a general introduction which draws a picture of the structure and scope of the study. Chapter two and six consider directors duties in general and in the event of corporate financial depression in England and the US respectively. Chapter three and seven examine the liabilities of directors of an insolvent company for breach of their duties in those two legal systems. In chapter four, disqualification of corporate directors in English law is studied. Chapters five and eight are an attempt to answer the question how directors of an English or American ailing company, accordingly, are provided with appropriate protection against the many liability provisions imposed by common law or statutes. In chapter nine, the unique device of the business judgment rule and its function in the US is reviewed. Finally, in chapter ten a detailed comparative study of the two laws concerned is carried out to analyse the solutions of each law for the questions and uncertainties in this area of the law.

Drawing upon media agenda-setting theory and previous studies in organizational impression management, this paper empirically investigates the influence of tax avoidance news on corporate tax reporting. This study is based on the pronounced discontinuity in the amount of news articles related to tax avoidance in the United Kingdom over two periods (2010-2011 and 2012-2013). A difference-in-differences design is employed in order to enable a comparison of the media effects on those firms that have been reported in tax avoidance news versus those without media attention. Using a sample of annual reports of UK FTSE 100 companies across the period 2010 to 2013, I test the impact of tax avoidance news on quality and quantity of tax disclosure. The results suggest that the recent increase in media attention on tax avoidance does not stimulate firms to improve the quality and the quantity of tax disclosure in their corporate reporting. Rather, firms can be discouraged from discussing the most relevant tax items in their reporting, as shown in the case of financial firms which were the subject of the largest amount of tax avoidance news. (author's abstract)
Series: WU International Taxation Research Paper Series

Two beliefs drove this dissertation to be centered on the analysis of the UK corporate disclosure (CD) related to global climate change (GCC). Firstly, GCC is the most significant environmental concern of our current age (IPCC, 2001; Stern, 2006; IPCC, 2007). Secondly, CD could illustrate the values of organizations and possibilities for changing organizations’ responsibility regarding to GCC (Gray et al., 1996; Bebbington and Larrinaga-Gonzalez, 2008; Bebbington et al., 2009). This study utilizes content analysis as its principal method and seeks to achieve its goal by way of a two investigations. The first investigation focuses on disclosures made by direct participants’ (DP) in the UK Emissions Trading Scheme (UK ETS). It captures GCC disclosures from both stand alone (SA) and annual reports (AR) during 2000 - 2004. This part of the study explores if joining the UK ETS changed GCC disclosures. This is tested on both a longitudinal and matched pair (MP) basis. An analysis using institutional theory suggests that instruments of environmental policy may influence GCC disclosures. Results showed that DP increased GCC disclosure, especially in the AR where mainstream business rationale is accepted. MP disclosures, in contrast, focus on the SA media and on different topics than DP disclosures. AR and SA both contain CD, but in this study they showed different patterns of disclosure and therefore may constitute different disclosure media. The second investigation suggests a method to compare GCC disclosure for a sample of DP and MP, using three different media: carbon disclosure project (CDP), AR and SA. Analysis shows that GCC disclosure did not provide sufficient information to compare GCC initiatives and disclosures. Despite the fact that organizations have similar characteristics in terms of sector, size and origin country, they showed different views on GCC issues and this may partially explain differences on GCC initiatives and disclosure.

This study examines if three hypothesized variables affect the extent of corporate strategic information, i.e. voluntary information, in corporate annual reports, specifically in Sweden in the year of 2012. The variables deemed appropriate to the Swedish environment, i.e. firm size, ownership dispersion and performance, were retrieved from previous disclosure research conducted in a Swedish context (Cook, 1989; Adrem, 1999), as well as relevant theoretical consideration. The statistical analysis conducted in this thesis suggests that firm size is significantly positively related to the extent of strategic corporate information in Swedish listed firms’ corporate annual reports. The result hence confirms the expectation that larger listed firms to a larger extent disclose strategic corporate information, i.e. voluntary information, in their corporate annual reports. No positive relation was found between the variables performance or ownership dispersion and the extent of strategic corporate information. The results of this thesis are interpreted to suggest that asymmetric information and agency costs are important determinants of the extent of strategic corporate information, i.e. voluntary information, in Swedish corporate annual reports. Larger firms seem to reduce agency costs and narrow the information asymmetry by increasing the level of information disclosed.

The aim of this study is to elevate the understanding of corporate social and environmental disclosure (CSED) by examining the nature and level of CSED by the listed companies in Saudi Arabia. It analyses CSED determinant’s which includes: firm characteristics and corporate governance aspects. Four theoretical perspectives, namely stakeholder, legitimacy, institutional, and Agency theory, used to assist in better understanding and analysing the findings on the CSED in Saudi Arabia. This study adopts a quantitative approach; the selected sample consists of 164 corporate reports of Saudi companies listed on the Saudi Stock Exchange, in 2012. Content analysis is used to measure the extent of social and environmental information that are reported. An information index was devised. The data were examined using descriptive and statistical tests multivariate analyses and negative binomial regression. The results show more than 70% of the companies report social and environmental information, most of the disclosures are related to human recourses, community involvement and economics. Human recourses category rate is 41.5 %, community involvement at 24.5%, and economic disclosure is 20%. Less attention is given to environmental, customers and products reporting. The Saudi government encourages companies to follow the Saudisation regulations and the Ministry of Labour regulations. Hence companies tend to report considerably more on information issues addressed by the government. This study examines the factors affecting the level of CSED which are firm characteristics and corporate governance. CSED level is positively associated with firm characteristics (firm size, age, profitability, and leverage), and corporate governance mechanism (government ownership and audit firm size). There were no significant results for managerial ownership, foreign ownership, CEO duality, board size and independency. The determinants of CSED categories indicate that firm age is the most influential factor affecting the five categories and human resource is the category that is related with most of the factors.

Corporate risk disclosure (CRD) has gained considerable attention particularly after the US accounting scandals and corporate failures of the early 2000s and the global financial crisis of 2007-8. These crises served as a wakeup call for companies, investors, policy makers, capital market authorities and other stakeholder groups to pay more attention to risk management and risk reporting. Consequently, there has been a growing demand for companies to provide more, and better, risk information (RI). Professional bodies have proposed guidelines encouraging companies to provide more information on their risk exposure. Furthermore, there have been regulatory responses with different countries issuing regulations that oblige companies to report RI. Previous studies have focused on examining CRD quantity and its determinants. While some studies suggest companies have increased their risk disclosures, others highlight that companies are not necessarily reporting more informative RI. Concerns have been raised about CRD quality and usefulness, and yet CRD quality is still an under-researched area. This study departs from the mainstream literature in that it develops an in-depth understanding of and a framework for CRD quality. This is the first study to investigate the perspectives of the different stakeholder groups on various aspects of CRD quality using semi-structured interviews. The findings reveal a lack of a common definition of risk among the interviewees and highlight the importance of CRD to information users and companies. The results indicate that CRD has improved, yet there is considerable room for improvement. The findings also demonstrate a number of incentives and disincentives for risk reporting that could help explain managers’ CRD decisions. The FASB’s qualitative characteristics have been operationalised in the context of CRD and a number of characteristics have been developed that could help improve and assess CRD quality. This study has important implications for CRD policy, practice and future research.

Legitimacy theory as an explicator of longitudinal and cross-sectional variability in social and environmental disclosure is explored using a content analysis based method. Annual corporate reports are examined for ten UK FTSE 100 companies in five sectors over the year 1974 to 2000 by extracting word count data into the three categories of employee welfare, community and environmental disclosure. Eight hypotheses are generated, some of which are adapted from previous studies, to ''test for'' legitimacy theory. Three hypotheses test for intersectoral difference by disclosure category, three test for intrasectoral agreement by category and two test for correlation between environmental disclosure over time and environmental group membership in the UK.The ability of the study to yield certainty of explanation upon demonstration of hypotheses is constrained by the epistemogically ''semi-hard'' or ''indicative-only'' quality of the data. Data analysis is carried out and conclusions are drawn within these constraints.Evidence for a legitimacy-based explanation of disclosure variability is found where the categories are sufficiently resolved and circumscribed to discriminate by sector. In this study, community and environmental disclosure demonstrate this and thus provide evidence for a legitimacy-based explanation of social disclosure whilst employee welfare disclosure is found to be a less useful category for this purpose.

The Islamic community has an expectation that Islamic banks place utmost importance on corporate governance (CG), due to the additional risks embedded in Islamic financial instruments. However, recently, Islamic banks have been exposed to CG failures similar to conventional banks. Therefore, a higher standard of CG is now expected from Islamic banks to increase stakeholders’ confidence in their financial system. The central proposition of this study is that the difference in the capital structure of Islamic banks as compared to conventional banks and the need to comply with Shari’ah lead to different CG settings in Islamic banks such as Shari’ah governance and risk management systems. Solomon and Solomon (2004) argue that corporate disclosure transparency is an important component of a good CG system. Therefore, the aim of this thesis is to investigate factors determining CG disclosure transparency unique to the Islamic banking context. In analysing the CG disclosures of Islamic banks, the SSB Report is also examined. It is argued that specific characteristics of Islamic banks (the characteristics of the SSB and the mudarabah (profit-sharing investment account) influence the extent of CG disclosure of Islamic banks. Apart from the above-mentioned characteristics, this thesis also explores the association between CG disclosures and CG characteristics of Islamic banks and firm size. In order to mitigate the country-bias effect on the sample, the impact of the legal system and the level of political and civil repression on the CG disclosures of Islamic banks are also investigated. Subsequently, the determinants of the extent of disclosure in the SSB Report are also examined.
Thesis (PhD Doctorate)
Doctor of Philosophy (PhD)
Griffith Business School
Griffith Business School
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Since the UN Conference on the Human Environment, held in Stockholm in 1972, and following the great resonance of the Bruntland report issuance in 1987, corporate sustainability has climbed the ranking of governance priorities. Sustainability and Corporate Social Responsibility (CSR) reporting have become an increasingly relevant topic in business and academia. The body of knowledge about the determinants and outcomes of sustainability reporting has grown in last two decades. Although the relationships between key elements of corporate governance (CG) and the sustainability disclosure is a research question of many studies in recent literature, to the best of our knowledge no major reviews of the developments in this field have so far been presented. Similarly, last three decades have witnessed a huge amount of research trying to establish how company’s sustainability performance (SP) is related with financial performance (FP). Researchers have applied various methods and theoretical frameworks to investigate this relationship but results are still fragmented and competing. Keeping in view the fragmented results in the domain of corporate sustainability research, in this research I developed three related studies on determinants and consequences of corporate sustainability performance disclosure. In first essay I present a systematic review of 201 outcomes from 49 studies published in business, management, and accounting journals from year 1992 to 2014. Based on the discursive review and analytical results, we recognize the need of theory development to explain the underlying relationship. Findings provide concrete bases for theorizing the underlying relationship and development of a new comprehensive theoretical framework which can provide rationale to explain existing and future empirical evidences. In second study I empirically examine determinants of the relationship between corporate governance and various dimensions of sustainability performance in the context of dominant theories in CG and CSR nexus. The study is first attempt to quantify the sustainability performance using specific performance criteria. I apply manual content analysis on sustainability reports of US based companies and measure triple bottom sustainability performance. The empirical findings reveal that not all the governance mechanisms are equally important to foster triple bottom line performance of company. The most important implication for practitioners is the support for sustainability practices, which may be gained through implementation of specific mechanisms of corporate governance. Findings of the study intrigue the rethinking process about effectiveness of sustainability performance reporting frameworks. In third essay, I analyze the relationship between SP measures (Economic, Environmental, and Social) and FP. Data for all SP dimensions are obtained by applying manual content analysis. Differently from existing literature, in this study sustainability disclosure (SD) and SP are considered jointly through a composite index. The compliance of sustainability report with Global Reporting Initiative (GRI) guidelines ensures a high degree of comparability and quality of information provided by the companies. Results obtained from fixed effect regression models reveal that the economic performance information is not relevant, while the impact of environmental and social dimensions of sustainability remains relevant and significant across different measures of FP. No evidence shows any relation between SP and capital structure. The use of control sample further corroborates the relevance of sustainability dimension to explain changes in FP.

The purpose of the study is to examine the relationship between corporate governance and disclosure of corporate information by listed companies in developing economies. A comparative study was carried out covering listed companies in South Africa, East Africa and Nigeria. The study is based on the agency theory which asserts that enhanced disclosure is one of the fundamental goals of a company's reporting system aimed at reducing agency costs and information asymmetries between shareholders and managers, hence a tenet of any effective governance system. Although corporate disclosure provides a channel through which shareholders obtain valuable information to make investment decisions, prior studies reported mixed empirical evidence on the role of corporate governance in enhancing corporate disclosure. Furthermore, empirical evidence from Sub Saharan Africa and developing economies in general remains scanty. Despite the fact that corporate governance systems have been widely used in strengthening the quality of financial reporting and disclosure, several corporate scandals and failures have continued to occur around the globe and the efficacy of corporate governance on disclosure activities in preventing managers from misappropriating corporate resources remains an empirical question. A comprehensive literature review revealed six corporate governance attributes (CEO non-duality, board size, board composition, composition of audit committees, block and director share ownership) and three control variables (Firm size, leverage, and profitability) that may have a significant influence on corporate disclosure. Corporate disclosure was categorized into disclosure of financial and non-financial information. Data was collected from annual reports of non-financial listed companies on selected securities exchanges in Sub Saharan Africa for the period 2010 to 2013. A comparative panel data analysis was then carried out using STATA MP Version 13, to obtain Random-Effects Regression models which were used to examine the relationship between corporate governance and corporate disclosure. Overall, the findings revealed that CEO non-duality, board size and board composition have a positive significant effect on corporate disclosure, while the effect of block and director share ownership is negative. The study concluded that for effective disclosure of information in developing economies, companies should minimize block and director share ownership, separate roles of chief executive officers and chairpersons of board of directors, increase board size and ensure that there is a higher proportion of non- executive directors on boards.

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The Disclosure of the Corporate Social Performance (D-CSP) is a mechanism that can be used to evaluate the several social aspects involved in discretionary policies, actions, and activities identified in the managing process for stakeholders. As a result of such transparency, the D-CSP is a mechanism that may impact the relationship between the Corporate Social Performance (CFP), related to primary stakeholders and the Corporate Financial Performance (CFP). This research has the general objective to investigate the moderating effect of the D-CSP in the relationship between the CSP and CFP. Based on that objective, the research has presented a model where the D-CSP acts as a moderator in relation between CSP related to primary stakeholders, employees, community and suppliers, and CFP. A sample of 1,147 companies belonging to ten different sectors and five continents in the world was used to test the model. The data were collected from 2010 to 2014, totaling 5,735 observations. The Bloomberg database was used as a source of such secondary data. The models presented by the research were tested empirically by using the multiple linear regression model through panel data with fixed effects, and resorting to the Newey-West robust standard errors correction by using the Stata® software, version 13. The three D-CSP, CSP and CFP constructs were used to perform the tests. As a CSP measure, the CSP of the employee, supplier, and community stakeholder was used, since the research was developed in view of the Stakeholder Theory. As a D-CSP measure, the disclosure scores available in the database were used, and the ROA was used as a CFP measure. The tests performed resulted in a positive moderating effect of the disclosure in relation to the CSP of the employee and supplier stakeholders, significantly different from zero. The results of the test that verified the moderating effect of the CSP disclosure in the relationship between the primary employee stakeholder revealed that, besides presenting a CSP in relation to that stakeholder, it is necessary to externalize such result, based on its CSP disclosure, in order to achieve a higher CFP. Regarding the moderating effect of the D-CSP on the CSP of the community stakeholder, the results indicated a coefficient without statistical significance. Such result may demonstrate that by benefitting the company¿s shares, the community becomes aware of those actions, and the effect can be considered as immediate, thus the disclosure as a means to achieve the desired effect on the CFP is not necessary. Keywords: Corporate financial performace. Corporate social performance. Disclosure voluntário. Legitimacy theory. Stakeholders theory.
O Disclosure do Corporate Social Performance (D-CSP) é um mecanismo que poderá ser usado para avaliar os diversos aspectos sociais envolvidos nas políticas, ações e atividades discricionárias identificados no processo de gerenciamento para stakeholder. Em decorrência dessa transparência, o D-CSP é um mecanismo que pode impactar a relação entre o Corporate Social Performanece (CSP), relacionado a stakeholders primários, e o Corporate Financial Performance (CFP). Esta pesquisa tem como objetivo geral investigar o efeito moderador do D-CSP na relação entre CSP e CFP. Com base nesse objetivo, a pesquisa apresentou um modelo onde o D-CSP atua como moderador na relação entre CSP, relacionadas aos stakeholders primários, funcionários, comunidade e fornecedores e o CFP. Para testar o modelo utilizou-se uma amostra de 1.147 empresas pertencentes a dez diferentes setores e a cinco continentes do mundo. Os dados foram colhidos dos anos de 2010 a 2014, totalizando 5.735 observações. Foi utilizada a base de dados Bloomberg como fonte desses dados secundários. Os modelos apresentados pela pesquisa foram testados empiricamente utilizando o modelo de regressão linear múltipla com dados em painel com efeitos fixos, recorrendo-se a correção de Newey-West robust standard erros, utilizando-se o software Stata®, versão 13. Para efetuar os testes se utilizou de três construtos, D-CSP, CSP e CFP. Foi utilizada como medida de CSP, o CSP dos stakeholders funcionários, fornecedores e comunidade, uma vez que a pesquisa foi desenvolvida na perspectiva da Teoria dos Stakeholders. Como medida do D-CSP foi utilizada os scores de disclosure de CSP disponíveis na base de dados e como medida do CFP foi utilizado o ROA. Os testes realizados indicaram um efeito moderador positivo do disclosure em relação ao CSP dos stakeholders funcionário e fornecedor, significativamente diferente de zero. Os resultados do teste, que verificou o efeito moderador do disclosure de CSP na relação entre stakeholder primário funcionário, revelaram que, além de apresentar um CSP em relação a esse stakeholder é necessário externalizar esse resultado, a partir da divulgação, para alcançar CFP superior. Em relação ao efeito moderador do D-CSP sobre o CSP do stakeholder comunidade, os resultados não indicaram um coeficiente com significância estatística. Esse resultado pode demonstrar que ao se beneficiar das ações da empresa, a comunidade toma conhecimento dessas ações e o efeito pode ser considerado imediato, não sendo necessário a divulgação como um meio para atingir o efeito desejado no CFP. Palavra-chave: Corporate financial performace. Corporate social performance. Disclosure voluntário. Teoria da legitimidade. Teoria dos stakeholders.

碩士
國立交通大學
管理學院碩士在職專班管理科學組
95
In this thesis, we undertake a study on the relationship between corporation’s disclosure quality and their financial performance. Main sources of data include the public disclosure evaluation conducted by the Securities and Futures Institute during 2003~2005, as well as annual reports published by publicly listed Taiwanese companies. The quantitative methods, OLS (Ordinary Least Square Approach) and 2SLS (Two Stage Least Square Approach), were adopted to uncover the correlations and to reduce Homoskedasticity problems. The empirical results show that there is a consequential positive correlation between credit risk and disclosure quality. The quality of disclosure is also positively correlated with size of foreign institutional shareholding, and negatively correlated with the presence of large domestic shareholders. Further, there is indeed a positive correlation between disclosure quality and financial performance, inline with our research hypothesis. Other ancillary findings show that R&D expenditure is positively correlated with financial performance, whilst sizable government holding is a negative factor for performance. Size of holding by the senior management team also turns out to be a negative performance factor, we believe, due to the Mutual Back Scratching Effect that impairs management effectiveness. Board of Directors compensation showed a positive factor for performance. This indicates that higher compensation has encouraged board members to get more involved in monitoring and guiding the company’s developments. The presence of Independent Directors proved a further positive factor for performance. This result also shows that the Cronyism Effect commonly witnessed in the U.S. capital markets is not currently demonstrated in Taiwan.

碩士
淡江大學
國際商學碩士在職專班
94
The purpose of this thesis is to capture to framework of corporate governance by examining its origin. The large sized corporation has recently grown up to a point far beyond the control of a national state. Any crises that occurred in the financial sector would initiate a tremendous damages to the entire economy. Under such a circumstances, how to strengthening has became the best cure to fight against the crises. Information disclosure are among the most important issues involved in the subject of corporate governance. We address the importance of information disclosure in corporate governance in general, and its role in improving corporate performances in particular.

碩士
國立臺北大學
會計學系
99
In recent years, corporate social responsibility has been widely discussed .Enterprises in addition to practice corporate social responsibility, preparation and issue of corporate social responsibility report has became an international business trends. And those times with the evolution of corporate governance theory, today's corporate governance is not just to shareholders, should guarantee the rights of persons are interested, this point coincides with the concept of corporate social responsibility. In the past, most empirical research focuses on the relationship between corporate social responsibility and financial performance, or just consider the corporate governance and financial performance , research between these three concepts there is still much room for improvement, because the corporate social responsibility and corporate governance is inextricably linked, taking into account the two is necessary. This study intends to answer the following question related to the CSR disclosure: Will companies with stronger corporate governance be more willing to issue CSR? To help academics and practitioners understanding more about management voluntary disclosure behavior, but also provides capital market investors to conduct business as an important reference evaluation basis. Empirical results revealed positive relationship between independent directors and corporate social responsibility. Finally, the GRI (G3) and the exposing situation of Taiwanese companies are analyzed, hoping to bring a reference about social responsibility report for domestic enterprises.

碩士
國立交通大學
管理學院碩士在職專班經營管理組
97
Corporate governance is the focus of recent development. Information disclosure is the measure for stakeholders to rapidly understand the corporate governance. This study applies the structure-conduct-performance (SCP) model to analyze the coporate governance under the cross-strait trade opening. The incidents of Sanlu, Yili, King Car, and Wei Chuan companies are used for case studies. For instance, the powdered milk poisoning incidents are included as case scenarios. The major findings are as follows: 1. To promote the fundamental significance of corporate governance is to enable enterprises sustain business. 2. Proactive information disclosure helps gain the stakeholders’ trust and understanding. 3. Enterprises with better corporate governance tend to have self-sustaining governance practices and information disclosure, in order to obtain better performance. 4. Enterprises with better corporate governance are more capable of crisis management. 5. The often-seemed co-playing the chairman and general manager causes lack of check and balances. 6. The implementation of corporate governance should be extended to non-listed companies, especially to the food and beverage industries. 7. Information disclosure is fundamental for sound corporate governance.

碩士
銘傳大學
法律學系碩士班
100
This essay primarily discusses information disclosure in corporate mergers. In Taiwan, stipulations on corporate information disclosure are scattered in various commercial laws rather than as one unified provision. Beginning with the definition of information disclosure, the essay attempts to establish the principles of information disclosure in civil and commercial laws through a discussion of related stipulations in Taiwan’s civil and commercial laws, and legislative precedents in other countries. The essay also discusses whether information disclosure principles under civil and commercial laws are applicable in the information disclosure of corporate mergers; and it analyzes Taiwan’s legal provisions and measures that are related to the United States Federal Law and Delaware Corporation Law from the perspective of the subject and object of corporate merger disclosure. In the case of the subject of merger disclosure and its responsibility, directors’ responsibility and limitation of liability are reinforced through director primacy and business judgment rule; and for the object of merger disclosure, information disclosed is determined by materiality principle and possibility and impact in the basis case. Furthermore, the essay discusses flaws in Taiwan’s laws and regulations relating to merger disclosure through three actual cases in Taiwan, i.e. the Global Securities Finance Corp. merger, TCB-Farmers Bank of China merger and Jabil-Green Point merger. It also attempts to propose solution and recommendation for revision of relevant laws and regulations in the hope of outlining the direction and blueprint for Taiwan’s legal system in the future.

The objective of this thesis is to theoretically and empirically investigate how the changing political and economic institutional environment in Malaysia influences the quantity (CEDQty) and quality (CEDQ) of corporate environmental disclosure in both annual and sustainability reports (ARs and SRs) of Malaysian publicly-listed companies in environmentally-sensitive industries (ESI). It also examines how the explanatory variables modify the relationship between the institutional environment factors and reporting practices. This thesis developed a research instrument (i.e., Corporate Environmental Disclosure Index) based on the international and Malaysian guidelines to analyse the CEDQty and CEDQ of 411 reports by 135 companies in Malaysia for the reporting years of 2006, 2008 and 2014, an important period when substantial institutional changes occurred at both the international and the national levels. Based on institutional theory, and supported by Islamic accountability and resource-based theories, the theoretical framework developed in this thesis conceptually explained factors that drive companies’ responses to institutional pressures resulting from institutional changes, and how those institutional changes have influenced the CEDQty and CEDQ practices by Malaysian companies over time. The theoretical framework of this thesis was then empirically tested using a mixed qualitative and quantitative method. The empirical models applied the Generalised Estimating Equation (GEE) approach in recognition that panel data is used. Depending upon whether it was CEDQty or CEDQ and whether it was aggregated or individual reporting items analysed, a multivariate linear regression, binary or ordinal logistic regressions technique was used. The model developed incorporated multi-levels of institutional analysis comprising the international and Malaysian environment, along with company-specific characteristics of Islamic influence, corporate governance, financial performance and other control variables. The findings reveal that institutional changes, the non-government institutional ownership and women on boards are strong drivers for CEDQty, whereas institutional changes, female Chairperson, the non- government institutional ownership and women on boards are strong drivers for CEDQ in the Malaysian context. This thesis has multiple implications. Firstly, it offers insights into CEDQty and CEDQ practices over time in both ARs and SRs in a developing economy by focusing on Malaysia using panel data analysis. Secondly, it adds support to an application of institutional and resource-based theories, and limited support for Islamic accountability as a valid theoretical framework for the Malaysian context. Thirdly, this thesis introduces new variables of Islamic influence and corporate governance within the CED research. Finally, the findings of this thesis should be useful to the Malaysian ESI companies, regulators, accounting professions and other institutions in understanding current CEDQty and CEDQ practices so as to further increase these practices in the future.

Research Doctorate - Doctor of Business Adminstration (DBA)
The growing concern over the need to monitor corporate governance practices has gained much attention over the past three decades, primarily due to the failure of corporate giants e.g. the Maxwell Group, Bank of Credit and Commerce International (“BCCI”), Polly Peck International (“PPI”) and Enron (Mayson, French and Ryan, 2012). Corporate governance codes of best practice have been devised as a form of “soft laws” to guide corporations to corporate success and long-term sustainability (Lowry and Dignam, 2009). Although there is yet to be a Code of Best Practice that serves global needs, most codes of corporate governance emphasise the primary responsibility carried by the Board of Directors in ensuring transparency (in accountability, boardroom processes, a balanced make-up of the Board and decision making processes) that is based on stakeholder interests without emphasis on shareholder primacy (Hampel Report, 1998). It has been proven that companies which comply with recommended best practice of corporate governance perform better and garner better market prices compared to those which place a lower emphasis on such compliance measures (Horwarth Report, 2002). The Horwarth Report makes specific reference to the importance of the role of the Board of Directors and its need to maintain an independent and transparent process to attain corporate success (Horwarth Report, 2002). The Horwarth Report also emphasises the importance of factors, namely: (a) independence; (b) competencies, i.e. skills and characters of the members of the board; (c) the existence of sub- committees under the board; and (d) the composition of the Board (Horwarth Report, 2002). An interpretivism research approach is undertaken to examine the subjective views of directors who spearhead their corporations in their respective industries to aid the understanding on the practicality of codes of best practice. A series of twenty-four questions is posed in face-to-face interview sessions with selected directors to seek their views on issues that relate to corporate governance codes of best practice. These range from general views on corporate governance and its practical use for their businesses to include non-executive directors on the Board and their major participation in sub-committees like the Audit and Remuneration Committees. The results of this study reveal that the most robust codes devised (particularly in the UK (“the United Kingdom”), Malaysia and Singapore) adhered to by corporations for better performance and enhancing growth involve the commitment from the Board of Directors to: (a) embrace the importance of understanding the demands and underlying rationale of the codes; (b) have an ideal make-up of the Board to promote independence and avoid domination; (c) have boardroom processes in place for a smooth flow of communications; (d) incorporate sub-committees of the board; and (e) emphasise the importance of including stakeholder interests in boardroom decisions. This study is beneficial to companies which are incorporating best practices into their Board processes.