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Internal Corporate Governance Mechanisms and the Performance of Financial Firms in the Context of the Recent Financial Crisis Evidence from the UK by Sardar Ahmad Supervisors: Devendra Kodwani & Martin Upton Outline Theoretical


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Internal Corporate Governance Mechanisms and the Performance of Financial Firms in the Context of the Recent Financial Crisis

Evidence from the UK by Sardar Ahmad Supervisors: Devendra Kodwani & Martin Upton

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Outline

  • Theoretical background
  • Research questions
  • Hypothesis
  • Methodology
  • Results and Findings
  • Questions and comments
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Theoretical background

  • Agency Theory
  • Separation of ownership and control leads to conflict of

interests between shareholders and directors (Smith,1776, Berle and Means, 1932)

  • Agency costs (Jensen and Meckling, 1976)
  • Corporate Governance Mechanisms (Jensen, 1993)
  • Internal governance mechanism
  • External governance mechanisms
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Internal corporate governance and firm performance: empirical evidence

  • In normal times:

– Positive association between internal corporate governance mechanisms and the performance of firms (Core et al., 1999, Gompers et al., 2003, Brown and Caylor, 2006,Dahya and McConnell, 2007, Bebchuk et al.,2009, and Shabbir and Padgett, 2008 etc)

  • In Extraordinary times:

– Internal corporate governance mechanisms are associated with a firm’s survival during crisis (Mitton, 2002, Graham and Narasimhan, 2004, Adams, 2009 etc)

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Internal corporate governance and firm performance : empirical evidence

  • Financial Firms:

– Different from non-financial firms (Adams and Mehran, 2003, John and Qian, 2003). – Internal corporate governance and Performance

  • outside directors (Pathan, 2009, Adams and Mehran, 2010)
  • Size(Belkhir, 2009)
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Research questions

  • How does the level of compliance with the UK corporate

governance code could affect the performance of financial firms during difficult economic times?

  • How do internal corporate governance mechanisms

affect the performance of financial firms in two economically different time periods?

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Hypothesis

  • The major hypothesis of the study is:

– There is a negative relationship between the level of non- compliance with the UK corporate governance code and firm performance in the period leading to recession (pre-2007), and in the period after the recession (post-2007)

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Methodology

  • Data

– 76 financial firms (pre-2007) and 91 firms (post-2007) – Pre crisis period(2003-2006), Crisis Period (2007-2010) – Data sources :DataStream, Morningstar Company Intelligence (Previously known as Hemscott Guru Database), Annual Reports

  • Non-Compliance index (based on the provisions in section 1 of

the UK Corporate governance code) – 0 for compliance with each provision – 1 for non compliance with each provision

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Data and Variables

  • Independent Variables

– Non-Compliance index – Board of Directors (BODs) size – BODs composition – BODs Compensation – BODs ownership – Leverage (Debt to Assets) ‒ Extra committees on board ‒ Number of Internal control mechanisms in place ‒ Average tenure of board members ‒ Average age of board members

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variables

  • Dependent variables:
  • Firm performance

–Tobin’s Q (total assets + market value of equity – book value of equity – deferred taxes) divided by total assets

  • Total Shareholders Return (TSR)

–Sum of capital gains and dividend yields

  • Control Variables

–Firm Size, Liquidity, Capital, Beta

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Model

+

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Results

*Significant at .1 level, ** Significant at .05 level, *** Significant at .01 level

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Results

*Significant at .1 level, ** Significant at .05 level, *** Significant at .01 level

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Results

*Significant at .1 level, ** Significant at .05 level, *** Significant at .01 level

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Results

*Significant at .1 level, ** Significant at .05 level, *** Significant at .01 level

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Results

*Significant at .1 level, ** Significant at .05 level, *** Significant at .01 level

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Results

*Significant at .1 level, ** Significant at .05 level, *** Significant at .01 level

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Findings

  • Non-compliance with the UK corporate governance code

could have different implications for the performance of firms in different economic time periods.

  • Non-compliance with the UK corporate governance code

could lead to better performance in some cases (firms could be better off to adopt alternative corporate governance mechanisms)

  • The relationship between individual corporate

governance mechanisms and the performance of firms is affected by the overall economic conditions.

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Implications

  • Investors- Non-compliance with the UK corporate

governance does not necessarily mean a bad thing.

  • Regulators- Comply or explain system might be

preferred than the rules based system.

  • Companies- instead of complying with every

provisions of the code they need to take into account organisational needs and the economic environment.

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Thank you

  • Questions and comments
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Sardar Ahmad OUBS The Open University Walton Hall Milton Keynes MK7 6AA s.ahmad@open.ac.uk

www.open.ac.uk

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References:

  • ADAMS, R. (2009) Governance and the financial crisis. SSRN Working paper.
  • ADAMS, R. & MEHRAN, H. (2003) Is Corporate Governance different for Bank holding

companies? Economic Policy Review (19320426), 9, 123-142.

  • ADAMS, R. & MEHRAN, H. (2010). “Corporate Performance, Board Structure and Their

Detrminants in the Banking Industry.” Mimeo. Federal Reserve Bank of New Yor

  • BEBCHUK, L., COHEN, A. & FERRELL, A. (2009) What Matters in Corporate Governance?

Review of Financial Studies, 22, 783-827.

  • BELKHIR, M. (2009) Board of directors' size and performance in the banking industry.

International Journal of Managerial Finance, 5, 201-221.

  • BERLE, A. & MEANS, G., C, (1932) The Modern Corporation and Private Property. New York:

The Commerce Cleaning House.

  • BROWN, L. D. & CAYLOR, M. L. (2006) Corporate governance and firm valuation. Journal of

Accounting and Public Policy, 25, 409-434.

  • Core, J. E., Holthausen, R. W., & Larcker, D. F. (1999). Corporate governance, chief executive
  • fficer compensation, and firm performance. Journal of Financial Economics, 51(3), 371-406.
  • Dahya, J., & McConnell, J. (2007). Board Composition, Corporate Performance, and the

Cadbury Committee Recommendation. Journal of Financial & Quantitative Analysis, 42(3), 535-564.

  • DONALDSON, L. & DAVIS, J. (1991) Stewardship theory or agency theory: CEO governance

and shareholder returns. Australian Journal of Management, 16, 49-64.

  • GILLAN, S. L. & STARKS, L. T. (2000) Corporate governance proposals and shareholder

activism: the role of institutional investors. Journal of Financial Economics, 57, 275-305.

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References

  • GOMPERS, P., ISHII, J. & METRICK, A. (2003) Corporate governance and equity prices.

Quarterly Journal of Economics, 118, 107.

  • GRAHAM, J. & NARASIMHAN, K. (2004) Corporate survival and managerial experiences

during the great depression. SSRN.

  • Jensen, M. C., & Meckling, W. H. (1976). Theory of the firm: Managerial behavior, agency

costs and ownership structure. Journal of Financial Economics, 3(4), 305-360.

  • JOHN, K. & QIAN, Y. (2003) Incentive features in CEO compensation in the Banking
  • industry. Economic Policy Review (19320426), 9, 109-121.
  • MITTON, T. (2002) A cross-firm analysis of the impact of corporate governance on the East

Asian financial crisis. Journal of Financial Economics, 64, 215-241.

  • PATHAN, S. (2009) Strong boards, CEO power and bank risk-taking. Journal of

Banking & Finance, 33, 1340-1350.

  • PFEFFER, J. (1972) Interorganizational influence and managerial attitudes. The Academy of

Management Journal, 15, 317-330.

  • SELZNICK, P. (1966) TVA and the grass roots: a study in the sociology of formal
  • rganization, New York, Harper & Row.
  • SHABBIR, A. & PADGETT, C. (2008) The UK code of corporate governance: Link between

compliance and firm performance. Cranfield University research paper series.

  • SHLEIFER, A. & VISHNY, R. W. (1997) A Survey of Corporate Governance. Journal of

Finance, 52, 737-783.

  • SMITH, A. (1776) The Wealth of Nations. An Enquiry into the Nature and Causes of the

Wealth of Nations. Edited by Edwin Cannan ,1904. Reprint Edition (1937) . New York, The Modern Library