CHAPTER 4shodhganga.inflibnet.ac.in/bitstream/10603/12560/8/08_chapter 4.pdf · a, pi, f32, 33,...
Transcript of CHAPTER 4shodhganga.inflibnet.ac.in/bitstream/10603/12560/8/08_chapter 4.pdf · a, pi, f32, 33,...
CHAPTER 4
CORPORATE PERFORMANCE
AND GOVERNANCE
CHAFFER 4
CORPORATE PERFORMANCE AND GOVERNANCE
IN THE SELECTED INDUSTRIES IN INDIA
The current study is conducted on the BSE-500 companies. Focusing on the
objective 'To analyse corporate performance and governance in the selected
industries in India', the study utilises financial statements published in the
annual reports from 2001-02 to 2005-06 and scores of the sample companies
from the corporate governance disclosure index (CGI). This objective provides
an empirical validation of increase in corporate performance as a result of
proper corporate governance practices in the Indian context.
Measures of performance as dependent variable
This study uses financial statements from the annual reports of one hundred
and seventy companies from eight sectors as per the sample design over a
time frame of five years from 2001-02 to 2005-06 to study the financial
performance across various dimensions viz. accounting profitability and its
components. The major areas of focus are accounting-based performance
measures of profitability of a firm such as return on equity (ROE), return on
net worth (RONW), return on capital employed (ROCE) and return on assets
(ROA). These variables analyze performance from various dimensions for the
respective years for each of the sample sector.
Measures of corporate governance as independent variable
Fourteen sub-groups amounting to one hundred and ten items of disclosure,
which form a part of the corporate governance disclosure index (CGI) are
developed as the independent variables viz. companies' philosophy on code
of governance (MDCP), board of directors (MDBD), audit committee
(MDAC), risk management committee (MDRM), management committee
(MDMC), directors' committee (MDDC), remuneration committee (MDRC),
shareholders/ investors' grievance committee (MDIG), general body
165
meetings (MDGB), other disclosures (MDOD), means of communication
(MDCO), general shareholder information (MDSH), non-mandatory
disclosures (NMD), other items of disclosures (OID).
Procedure for analysis
CGI and performance variables - are analyzed and interpreted using
descriptive statistics, correlations, regression analysis and such other
statistical procedures in SPSS 11.01 software. The hypotheses is tested using
linear multiple regression techniques at 5% significance level to analyse the
relationship between corporate performance and corporate governance. To
obtain such evidence, all measures of performance are regressed on CGI
variables. To analysis this relationship various regression models are
estimated for each sector.
Estimated regression models
Model 1: ROE = a + PiMDCP + P2MDBD + P3MDAC P4MDRM +
p5mDmc + p6MDDC + p7MDRC + p8MDIG + p9MDGB +
(31oMpop piiMDCO + p12MDSH + p13NMD + p14OID + E
Model 2: RONW = a + PiMDCP + P2MDBD + P3MDAC + P4MDRM +
f35MDMC + P6MDDC + p7MDRC + P8MDIG 139MDGB +
piompop PiiMDCO + P12MDSH + p13NMD + P1401D + E
Model 3: ROCE = a + (31MDCP + P2MDBD + p3MDAC + P4MDRM +
ro5mDmc p6MDDC + p7MDRC + p8MDIG + p9MDGB +
piompop PiiMDCO + p12MDSH + P13NMD + p14OID + E
Model 4: ROA = a + PiMDCP + P2MDBD + P3MDAC + P4MDRM +
P5MDMC + P6MDDC + P7MDRC + P8MDIG + p9MDGB +
plompop PiiMDCO + Pi2MDSH + Pi3NMD + (31401D + E
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Where,
ROE = Return on equity
RONW = Return on net worth
ROCE = Return on capital employed
ROA = Return on assets
MDCP = Companies' philosophy on code of governance
MDBD = Board of directors
MDAC = Audit committee
MDRM = Risk management committee
MDMC = Management committee
MDDC = Directors' committee
MDRC = Remuneration committee
MDIG = Shareholders/ investors' grievance committee
MDGB = General body meetings
MDOD = Other disclosures
MDCO = Means of communication
MDSH = General shareholder information
NMD = Non-mandatory disclosures
OID = Other items of disclosures
a, pi, f32, 33, 134, 135, p6, p7, P8, P9, P10, pll, P12, P13, P14 are the regression coefficients
and £ is the random term.
Summary of the hypotheses of the study
Hi: Company's philosophy on corporate governance affects performance
H2: Composition and conduct of board of directors influences performance
H3: Composition and conduct of audit committee influences performance
H4: Procedures related to risk management committee influences
performance
H5: Procedures related to management committee influences performance
H6: Procedures related to directors' committee influences performance
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H7: Policies and procedures related to remuneration committee affects
performance
H8: Policies and procedures of investors' grievance committee affect
performance
H9: Policies and procedures related to general body meetings affects
performance
Hio: Disclosures on related party transactions and penalties affects
performance
Means of communication influences performance
Hit: General shareholder information influences performance
HD: Non-mandatory disclosures influences performance
H14: Other items of disclosures included in the annual report influences
performance
4.1 PERFORMANCE AND GOVERNANCE IN AGRICULTURE
SECTOR
The BSE-500 index constituents of December 8, 2005 have 28 companies
in the agriculture sector of which 15 are selected as per the sampling
procedure followed for the purpose of this study. The study analyses
performance and governance in this sector for five years from 2001-02
to 2005-06.
4.1.1 Descriptive statistics analysis
Table 4.1.1 presents the descriptive statistics of independent variables
in the agriculture sector for five years from 2001-02 to 2005-06 having
75 observations. The analysis reveals that variable MDBD has the
highest disclosure of 79% indicating a complete disclosure practice,
followed by variable MDSH with 74% disclosure. On the other hand,
variable MDRM has the least disclosure reflecting a near absence of
disclosure practice, followed by variables MDDC, MDMC and NMD.
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The table also shows that the maximum total score attained is 371 and the
minimum total score is 237. A further analysis of the average total score of
280 with dispersion measured at 29.43 reveals that 68% of the companies
have a score in the range of 251 to 310 points, which is 46% to 56% disclosure,
indicating a moderate disclosure practice with an average disclosure of 51%
for the entire sector.
Table 4.1.1: Descriptive statistics of agriculture sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 3 5 3.25 0.47 65.00
Board of directors MDBD 26 37 31.61 2.71 79.03
Audit committee MDAC 24 39 30.47 3.88 67.71
Risk management committee MDRM 6 21 6.39 1.92 21.30
Management committee MDMC 3 9 3.59 1.57 23.93
Directors' committee MDDC 3 12 3.45 1.76 23.00
Remuneration committee MDRC 12 35 21.03 5.97 52.58
Investors' grievance committee MDIG 24 42 32.99 4.73 65.98
General body meetings MDGB 8 23 12.85 3.75 42.83
Other disclosures MDOD 6 15 10.12 1.63 50.60
Means of communication MDCO 11 27 17.67 3.31 50.49
General shareholder information MDSH 44 70 55.64 5.43 74.19
Non-mandatory disclosures NMD 10 27 14.93 5.14 29.86
Other items of disclosures OID 27 61 36.45 6.54 36.45
Total score CGI 237 371 280.44 29.43 50.99
Note: N = 75
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4.1.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.1.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.1.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.1.2a shows variables MDAC and NMD are at their significant
level with almost all other variables. The highest significant level is
between variable NMD and variable MDRC and the Pearson's
correlation coefficient is 0.706.
On the contrary, variable MDCP is negatively correlated with almost
all other variables, with the highest Pearson's correlation coefficient
equal to -0.322 between variable MDCP and variable MDRC.
In table 4.1.2b, we find that dependent variable ROE is significantly
correlated with five independent variables, with the highest Pearson's
correlation coefficient equalling to 0.355 with variable NMD. Rest of
the dependent variables are not influenced by more than two
independent variables.
170
1.000 1
0.222 1 1.000 1
-0.121 1 -0.140
(0.300) 1 (0.230)
0.072 : .381**
0.541) 1 (0.001)
-0.038 1 .581**
(0.745) ! (0.000)
-0.069 : .343**
(0.557) : (0.003)
0.007 1 .518**
(0.950) : (0.000) -;
.365** .706**
(0.001) (0.000)
0.081 ; .603**
0.491) 1 (0.000)
1.000 i1
.
(
0.146 1.000
(0.211)
-0.109 1 271* 1 1.000
(0.353) I (0.019) 11
0.072 1 .432**
0.538) I (0.000) . I (p12
-0.107 1 .407** 1 .3M** ;
(0.360) i (0.000) (0.001) 1
-.241* : .325** 1 .508** :
(0.037) (0.004) ! (0.0001 1
-0.050 1 .446** 1 .648** :
(0.672) 1 (0.000) (0.000)
• 1 0.178 1 1.000
..
.645** 1.000
.273* .425** 1.000 1
(0.018) (0.000)
.431** I
557** .530** (0.000) 1 (0.000) (0.000)
: .
1 1.000
. I
: 0.049
(0.675)
I 0.137
(0.242)
1 0.129
I (0.271) 1
0.134
1 (0.251)
I .247*
1 0.049
1 (0.679)
: 0.190
(0.009)
1 (0.102)
1 0.112
1 10.338) . I
1 .240*
(0.038)
I
MDIG
MDGB
MDOD
MDCO
MDSH
NMD
ID O
MDAC
MDRM
MDMC
MDDC
MDRC
4
Table 4.1.2a: Pearson's correlation coefficients combining independent variables of agriculture sector
Variable 1 MDCP MDBD 1 MDAC 1 MDRM 1 MDMC 1 MDDC MDRC 1 MDIG I MDGB 1 MDOD MDCO MDSH NMD
MDBD -0.178 1.000 1
.. • •• - : 1 (0.128) : ..
. . . . . . .262* .376**
(0.023) (02001) -0.080 .231*
1.000
1 . 0.182 1 1.000
I (0.493) T.046) (0.118) .
-0.205 -0.041 0.043 i 0.031 1 p.077)_ (0.725) I (0.713) i (0.790) 11 -0.142 1 -0.014 .320** 1 -0.053
(1226)(O.907) 1
(0.005) (0.654) .322** 1 .469** .448** : .385**
1 (0.005) (0.000)_ (o.000) olool)
0.209 1 .424** .284* 1 -0.002 07'LI (0.000) I (0.013) I (0.984)
0.176 1 .273* .471** 1 .317**
I (0.132) I (0.018) (0.000) I (0.006)
-0.076 1 .250* ;
1 .323** 1 .300**
(0.517)
1-0.032 1 0.070 0.168 ! .258*
(0.785) 1 (0.552) (0.149) I (0.025)
-0.049 1 0.174
•339** 1 .253*
(0.003) 1. (0.029)
: -.308** ! .290* .407**
1 .287*
1 (02007) 1 (0.0121 _ 1 10.000) I (0.013)
1 0.050 1 0.202 F.
395** 1 •595** (0.668) I (0.082) (0.000) 1 (0.000)
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MDCP MDBD MDAC MDRM MDMC MDDC MDRC MDIG MDGB MDOD MDCO MDSH
0.074 1 ROE
(0.5291 !
0.056 ! RONW
D0.636) '
0.143 ' ROCE
(0.221) !
0.118 ' ROA
(0.315)
0.134 (0.252 0.119 :
(0.309) : 0.052 I
0.657) 0.071
(0.546)
0.223 (0.054) 0.153
(0.189) 0.198
(0.089) 0.171
(0.142)
.243* p.036) .
0.033 : 1 (0.776) i i 0.119 i (0.309)
0.080 (0.496)
-0.172 (0.140) -.235* (0.042) -0.091 (0.435) -0.127 (0.279) i
-0.195 (0.094) -0.012 (0.916) , -0.079 (0.502) : -0.167 i (0.152)
.353 (0.002) 0.117
(0316) 0.089
(0.448) 0.067
(0.568) ;
0.064 (0.777) (0.586) 0.064 0.126
(0.586) (0.282) 0.212 0.058
(0.068) 4 (0.623) .236* I 0.047 .
(0.042) (0.689) 1
.277* (0.016)._
0.129 (0.269) .286*
(0.013) 1 .238* 1
(0.040)
-0.010 , -- (0.932) 1 0.170 I t
(0.144) 0.171
(0.143) 0.209 1
(0.072) '
0.079 (0.501) -0.019 . (0.8691 0.194
(0.095) 0.191
(0.101)
NMD 1 OID 1 .355** I .295* _I .- I (0.002) L(0.010) i 0.108 a -0.046 I ; (0.355) j (0.695)
0.003 1 .263* I - 4
(0,977) ___(0.023). 1 -0.036 _ 0.197 J (0.756) , (0.091)
4
Table 4.1.2b: Pearson's correlation coefficients combining dependent and independent variables of agriculture sector
Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) N = 75
172
4
4.1.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.1.3a summarises the
results of the four regression -models used for the purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.1.3a: Summary of regression models of agriculture sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.692 0.479 0.358 3.947 0.000 2.691
2 0.480 0.230 0.051 1.282 0.245 0.164
3 0.542 0.293 0.129 1.780 0.063 0.065
4 0.547 0.299 0.136 1.832 0.054 0.049
Since R2 is larger in model 1 as seen in table 4.1.3a, our final multiple
regression model is model 1. The model explains 47.9% of the
variability in the dependent variable. The regression is described in the
following model:
ROE = a + 131MDCP + 132MDBD + 133MDAC + 134MDRM + 135MDMC +
P6MDDC + f37MDRC + f38MDIG + f39MDGB + PioMDOD + f3EMDCO +
pi2mDsH p13NMD + 13.1401D + £
Company's philosophy
It is evident from table 4.1.3b that variable MDCP is significant at 5%
level, testifying our hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
Yet the analysis reveals a negative association with the performance
variable indicating that an improvement in disclosure with regard to
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company's philosophy on governance reduces its overall monetary
gains. In other words, companies that practice corporate social
responsibility and uphold humane philosophies see a gradual
reduction in their book profit. This holds true for the agriculture sector,
which relies heavily on farmers and fertilizers and is battered by floods
and droughts. These companies adapt various rural development
schemes that benefit the farmers and thereby benefit themselves as this
sector is dominated by industries manufacturing fertilizers, sugar and
agro based by-product.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We find evidence at 5%
level of the significance for variable MDBD in table 4.1.3b. We therefore
accept the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
However this variable is negative association with performance,
although it experiences a complete disclosure practice. Results indicate
that this sector has the appropriate board structure for good
performance. Yet it suffers from unproductive meetings and
insufficient policy changes.
174
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This has resulted in a 10% level of
significance for variable MDAC evident by the regression results in
table 4.1.3b. However, we consider only 5% significance level and
therefore reject this hypothesis:
H3: Composition and conduct of audit committee influences
performance.
IV Risk management committee
We have seen in chapter three, table 3.1.1, with regards to variable
MDRM that none of the companies follow the risk management
procedures in this sector for the years 2001-02 to 2003-04, reflecting an
absence of disclosure practice. In f.y. 2004-05 incomplete disclosure is
provided by one company. In f.y. 2005-06 disclosure is provided by 4
companies. This has proved insignificant in testifying our hypothesis:
H4: Procedures related to risk management committee influences
performance.
V Management committee
The management committee consists of senior management personnel
who are members of its core management team excluding the board of
directors. This comprises of members of management one level below
the executive directors, including the functional heads. They make
disclosures to the board relating to all material, financial and
commercial transactions, where there is a personal interest, which may
have a potential conflict with the interest of the company at large
175
[clause 49(IV)(F)]. In table 4.1.3b, we find evidence of the importance of
variable MDMC at 1% level of significance. Hence we accept the
hypothesis:
H5: Procedures related to management committee influences
performance.
But the negative association clarifies the present role of the
management committee as being - unproductive. Results prove that this
disclosure is at its nascent stage and need to be developed to its full
potential. Adversely it will affect the performance and an additional
cost is incurred in accommodating such management.
VI Directors' committee
The directors' committee is constituted to consider and recommend to
the board matters regarding annual operating plans, business
restructuring proposals, acquisitions, disinvestments, business and
strategy review, long term financial projections, introduction of new
products, sale of companies' investments and raising of finance. In
table 4.1.3b, the importance of variable MDDC at 1% level of
significance is evident. Hence we accept the hypothesis:
F16 : Procedures related to directors' committee influences
performance.
But the negative association clarifies the present role of the directors'
committee as being unproductive. Results prove that this disclosure is
at its nascent stage and need to be developed to its full potential.
Adversely it will affect the performance and an additional cost is
incurred in accommodating such directors.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
176
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.1.3b testify to the insignificance of variable MDRC,
we therefore reject the hypothesis:
H7: Policies.-and procedures related to remuneration committee
affects performance.
The main reason for this is the inadequate role played by the
remuneration committee and it needs to be developed to its full
potential.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.1.3b provide evidence at 5%
level of the significance for variable MDIG, while it experiences a
complete disclosure practice. We therefore accept the hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
177
This indicates that this sector follows the required procedures of this
committee and has initiating policy changes that are impacting the
attitude of shareholders and thereby influencing performance.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three. AGMs and the use.of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.1.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.1.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure, causing us to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
178
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events such as the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
information furnished to any business/ market analyst. These are easily
accessible through newspapers and internet. Results in table 4.1.3b
provide evidence at 5% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Hii : Means of communication influences performance.
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Aging companies have a strong
179
rt shareholder base, market base, product recognition, brand recognition
research and development, finance availability, loans from creditors
and financial institutions and government backing. Little needs to be
done in terms of wooing the shareholders, creditors and the
consumers. Shareholders are already familiar with the information
provided and therefore tend to have a laid back, taken for granted and
over confident attitude. They show poor levels of participation towards
growth and expansion of their companies. These factors contribute to
the lack of significance of variable MDSH with performance, thus
disproving our hypothesis:
Hu: General shareholder information influences performance.
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
The regression result in table 4.1.3b provides evidence at 10% level of
significance for variable NMD. However, we consider only 5%
significance level and therefore reject this hypothesis:
H13: Non-mandatory disclosures influence performance.
180
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. In
table 4.1.3b we find evidence at 5% level of significance of the
importance of variable OID testifying our hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
181
Table 4.1.3b: Regression results of agriculture sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) 12.656 6.657 1.901 0.062
MDCP -2.081* 0.954 -0.290 -2.182 0.033
MDBD -0.430* 0.185 -0.347 -2.322 0.024
MDAC 0.228. 0.127 - 0.263 1.788 0.079
MDRM -0.013 0.221 -0.007 -0.057 0.955
MDMC -0.811** 0.243 -0.379 -3.332 0.001
MDDC -0.964** 0.228 -0.504 -4.233 0.000
MDRC 0.013 0.171 0.022 0.073 0.942
MDIG 0.223* 0.100 0.314 2.238 0.029
MDGB -0.027 0.110 -0.030 -0.246 0.806
MDOD -0.103 0.291 -0.050 -0.356 0.723
MDCO 0.339* 0.145 -0.334 -2.342 0.023
MDSH -0.015 0.093 -0.025 -0.167 0.868
NMD 0.321 0.171 0.492 1.884 0.064
OID 0.184* 0.094 0.358 1.965 0.054
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 75
S.C.: Standard coefficients
182
4.2 PERFORMANCE AND GOVERNANCE IN CAPITAL GOODS
SECTOR
The BSE-500 index constituents of December 8, 2005 have 41 companies
in the capital goods sector of which 21 are selected as per the sampling
procedure followed in this study. The study analyses performance and
governance in this sector for five years from 2001-02 to 2005-06.
4.2.1 Descriptive statistics analysis
Table 4.2.1 presents the descriptive statistics of independent variables
in the capital goods sector for five years from 2001-02 to 2005-06 having
105 observations. The analysis reveals that variable MDSH has the
highest disclosure of 79% and variable MDBD with 76%, indicate a
complete disclosure practice. Contrary, variables MDMC and MDDC,
having the least disclosure reflect a total absence of disclosure, while
variables MDRM and NMD indicate a near absence of disclosure.
Table 4.2.1: Descriptive statistics of capital goods sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 2 5 3.30 0.71 66.00
Board of directors MDBD 23 35 30.55 2.96 76.38
Audit committee MDAC 12 41 29.03 6.49 64.51
Risk management committee MDRM 6 14 6.37 1.37 21.23
Management committee MDMC 3 3 3.00 0.00 20.00
Directors' committee MDDC 3 3 3.00 0.00 20.00
Remuneration committee MDRC 10 31 20.16 4.54 50.40
Investors' grievance committee MDIG 22 39 33.93 3.42 67.86
General body meetings MDGB 8 30 15.15 4.37 50.50
Other disclosures MDOD 6 14 8.93 1.40 44.65
Means of communication MDCO 12 27 18.15 3.04 51.86
General shareholder information MDSH 46 67 58.95 3.71 78.60
Non-mandatory disclosures NMD 10 28 13.59 3.70 27.18
Other items of disclosures OID 27 68 34.99 6.59 34.99
Total score CGI 232 352 279.11 24.14 50.75
Note: N = 105 - 4--
183
The table also shows that the maximum total score attained is 352 and the
minimum total score is 232. A further analysis of the average total score of 279
with dispersion measured at 24.14 reveals that 68% of the companies have a
score in the range of 255 to 303 points, which is 46% to 55% disclosure,
indicating a moderate disclosure practice. Only 5% of the companies have a
score above 328 to 352 i.e. 60% to 64% disclosure. This results in an average
disclosure of 51% for the entire sector.
4.2.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.2.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.2.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.2.2a shows variable MDRC is at its significant level with almost
all other variables. The highest significant level is between variable
MDRC and variable MDAC and the Pearson's correlation coefficient is
0.660. In table 4.2.2b, we find that dependent variable ROE is
significantly correlated with six independent variables, with the
highest Pearson's correlation coefficient equalling to 0.270 with
variable MDAC. Rest of the dependent variables are not influenced by
more than two independent variables.
184
Table 4.2.2a: Pearson's correlation coefficients combining independent variables of capital goods sector
1 Variable I MDCP i MDBD I MDAC I MDRM i MDRC I MDIG 1 MDGB I MDOD ii MDCO : MDSH I NMD
I i
1 , i MDBD
I F 1 (0.001) 1 . 1 : ---:
. 1 MDAC 0.143 1 .543** 1 1.000 1 1
: 1 , 1
1 (0.146) I (0.000) 1 I
MDRM -0.025 1 0.020 1 -0.036 1 1.000 1 1 I _1i
I : 1
i (0.800) 1 (0.839) 1 (0.717 I 1 0.063 1 .502** 1 .660** 1 .255** 1 1.000 1 4! MDRC
I 1 (0.523) 1 0.000) 1 (0.000) 1 (0.009) : :
1 MDIG 1 .383** 1 .766** 1 .531** 1 -0.116 1 .416** 1 1.000 .I : . . : 1 : .
: 1 (0.000) 1 (0.000) 1 (0.000) 1 (0.238) 1 (0.000)
mDGB ! 0.172 1 0.131 1 0.135 1 -0.047 1 0.159 1 0.106 1 1.000 (0.079) 1 (0.182) 1 (0.170) 1 (0.637) 1 (0.105) 1 (0.281)
MDOD 0.059 1 -0.049 1 0.067 1 .401** 1 .363** 1 -0.174 1 .238* 1 1.000 : : : --t : : .
I' 1 _I (0.549) i (ç0.618) 1 (0.497) 1 (0 000) 1 (0 000) 1 (0.07a 1(0.014)
MDCO -0.066 1 .211* 1 .409** 1 0.141 1 A58** 1 -0.072 1 0.036 1 .370** 1 1.000 1
1
1 (0.504) (0.031) 1 (0.000) 1 (0.151) 1 (0.000) 1 (0.465) 1 (0.717) 1 (0.000) : 1 288** 1 0.153 1 0.085 1 0.134 1 .311** 1 .217* j .245* 1 0.102 1 0.072 1 1.000 I I M DSH :
1 - I (0.003) I (0.118) 1 (0.388) 1 (0.17_2) 1 (9.001) 1 (0 026) (0.012) J, (0.303) 1 (0A64) •,
1 NMD -0.152 1 0.061 1 0.067 1 .437** 1 488** 1 0.005 1 -0.034 1 .489** 1 .207* 1 -0.130 1 1.000 ! (0.12114_(0.540) 1 (0.500) 1 (0.000) 1 (0.000) (0.962) 1_(O.734) 1 (0.000) .1 (0.034) I (0.185)1 0.187 1 .213* 1 0.188 1 464** 1 .420** 1 0.185 1 0.153 1 .582** 1 .343** 1 .274** L.368** 1 OID :
1 (0.057) 1 (0.029) 1 (0.055) 1 (0.000) 1 (0.000) 1 (0.059) 1 (0.119) 1 (0.000) 1 (0.000) 1 (0.005) 1 (0.000)
185
Variable 1 MDCP
ROE 1
RONVV
ROCE 1
ROA 1
.203* (0.037)
0- .057 (0.566) 0.065
(0.513) 0149 1
1 (0.130) 1
0.191 (0.052) -0.018 0.855) -0.042
(9.671) -0.011 (0.908)
MDAC MDRM .270** -0.012 (0.005) (0.902) 0.029 0.163
(0.096 0.111
(0.771) 0.038
(0.703) 0.095
MDRC MDIG MDGB MDOD ! MDCO MDSH NMD 1 OID .223* 0.153 0.079 0.165 .218* .212* -0.019 T .205*
(0.022) (0.119) (0.423) (0.093) 0.026 (0.030)_ _10:849110.0361 0.073 -0.068 -0.162 -0.029 0.089 -0.057 0.131 0.072
(0.460) (0.492) (0.098) 0.7691 0.366) (0.566) i (.0.181) I (0.463)_ 1 0.137 -.223* -0.180 0.144 .291** 0.062 j 0.029 1 .260**
(0.163) , (0.022) (0.065) 1 (0.141) 1 (0.003) 1 0.532) 10.768) 0.0n 1 0.182 -0.171 -0.085 .210* 1 0.154 0.032 0.084 I .216*
1 (0.063) 1 (0.081) (0.389) 1 (0.032) 1 (0.116) (0.744) 1 (0.394) 1 (0.027) 1
MDBD
ip
Table 4.2.2b: Pearson's correlation coefficients combining dependent and independent variables of capital goods sector
Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) Correlation of MDMC and MDDC cannot be computed because these variables have constant values that reflect an absence of disclosure and hence deleted from this table. N = 105
186
•
•
4.2.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.2.3a summarises the
results of the four regression models used for the purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.2.3a: Summary of regression models of capital goods sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.404 0.163 0.054 1.492 0.141 8.092
2 0.299 0.090 , -0.029 0.755 0.695 0.187
3 0.560 0.314 0.224 3.503 0.000 0.105
4 0.503 0.253 0.155 2.592 0.005 0.058
Since R2 is larger in model 3 as seen in table 4.2.3a, our final multiple
regression model is model 3. The model explains 31.4% of the
variability in the dependent variable. As seen in table 4.2.1 earlier,
there is an absence of disclosure with regard to variables MDMC and
MDDC in the capital goods sector thereby being constants or have
missing correlations. These variables are therefore deleted from the
current analysis. The regression is described in the following modified
model:
ROCE = a + 131MDCP + 132MDBD + 133MDAC + 134MDRM + 135MDRC +
136MDIG + I37MDGB + 138MDOD + 139MDCO + 1310MDSH + 13111\1MD +
pi2oiD £
I Company's philosophy
Companies in this sector are mainly public sector undertakings which
lay emphasis on the welfare of employees for smooth functioning of its
187
day to day activities. Thus the company's philosophy on governance
causes an increase in performance. Table 4.2.3b provides evidence at
10% level of significance for variable MDCP. However, we consider
only 5% significance level and therefore reject this hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
II Board of directors
This sector is dominated by public sector undertakings (PSU). The
boards of PSU companies are very unsteady. The criteria of
independent directors are fulfilled by nominee directors. The boards
are subject to regular retirement of directors by rotations and depend
on the government of India for fresh recruitments. The board members
have a short tenure and board positions remain vacant for three to four
months in a year. This reduces the performance of these boards which
is evident from table 4.2.3b showing no significance for variable
MDBD, disproving the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This becomes even more evident by
the regression results in table 4.2.3b showing no significance at all
towards variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance.
188
IV Risk management committee
We have seen in chapter three, table 3.2.1, with regards to variable
MDRM that only one company has provided disclosure for the years
2001-02 to 2004-05. Rest of the companies does not follow the risk
management procedures in this sector for these four years. In f.y. 2005-
06 disclosure is provided by 5 companies. This has proved insignificant
in testifying our hypothesis:
H4: Procedures related to risk management committee influences
performance.
V Management committee
There is a total absence of disclosure with regard to variable MDMC
(table 4.2.1), thereby being constant or have missing correlation. This
variable is therefore deleted from the current regression analysis
model, disproving our hypothesis:
H5: Procedures related to management committee influences
performance.
VI Directors' committee
The variable MDDC also presents a total absence of disclosure as seen
in table 4.2.1, thereby being constant or have missing correlation. It is
therefore deleted from the current regression analysis model,
disproving our hypothesis:
H6: Procedures related to directors' committee influences
performance.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
189
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.2.3b testify to the importance of variable MDRC at
10% level of significance, but since we consider only 5% significance
level we reject this hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
VIII Shareholders/ investors' grievance committee
Investors rights are - protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.2.3b provide evidence at 1%
level of the significance for variable MDIG. We therefore accept the
hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
However this variable is negative association with performance,
although it experiences a complete disclosure practice. This indicates
that this sector follows the required procedures of this committee and
190
-dr
is initiating policy changes. But these changes are yet to impact the
attitude of shareholders as they are initiated only during the latter part
of this study.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.2.3b provides evidence at
1% level of significance for variable MDGB. Hence we accept this
hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
However this variable is negative association with performance. This
sector follows the required procedures and is initiating appropriate
policies relating to postal ballots. But these changes are yet to impact
the attitude of shareholders as they are initiated only during the latter
part of this study.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.2.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure, causing us to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
191
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies and are
therefore satisfied with current financial results and events such as the
quarterly and annual financial results, official -news releases,
presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet.
On the other hand, the capital goods sector is dominated by public
sector undertakings, with the government of India having major
shareholdings. The shareholding pattern is not impacted by this
disclosure, nor is the performance as proved by the results in table
4.2.3b showing a lack of significance for variable MDCO, thus
disproving our hypothesis:
Means of communication influences performance.
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
192
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Aging companies have a strong
shareholder base, market base, product recognition, brand recognition
research and development, finance availability, loans from creditors
and financial institutions and government backing. Little needs to be
done in terms of wooing the shareholders, creditors and the
consumers. Shareholders are already familiar with the information
provided and therefore tend to have a laid back, taken for granted and
over confident attitude. They show poor levels of participation towards
growth and expansion of their companies. These factors contribute to
the lack of significance of variable MDSH with performance, thus
disproving our hypothesis:
F112: General shareholder information influences performance.
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
193
The regression result in table 4.2.3b provides no evidence of the
significance for variable NMD. The main reason for this is the
inadequate contribution from companies towards disclosure of training
to directors, their clearly defined responsibilities and peer group
evaluation mechanism of their performance, a regime of unqualified
financial statements and mechanism for employees to report-unethical
practices. Hence we reject this hypothesis:
H13: Non-mandatory disclosures influence performance.
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. In
table 4.2.3b we find evidence at 1% level of significance of the
importance of variable OID testifying our hypothesis:
Hi4: Other items of disclosures included in the annual report
influences performance.
194
Table 4.2.3b: Regression results of capital goods sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) 0.546 0.257 2.127 0.036
MDCP 0.033 0.017 0.198 1.938 0.056
MDBD 0.007 0.006 0.163 1.051 0.296
MDAC 0.000 0.003 0.005 0.035 0.972
MDRM -0.010 0.010 -0.116 -1.052 0.296
MDRC 0.008 0.005 0.312 1.737 0.086
MDIG -0.022** 0.006 -0.635 -3.580 0.001
MDGB -0.007** 0.003 -0.249 -2.619 0.010
MDOD -0.014 0.011 -0.159 -1.198 0.234
MDCO 0.002 0.005 0.057 0.468 0.641
MDSH -0.001 0.004 -0.018 -0.155 0.877
NMD -0.004 0.004 -0.140 -1.033 0.304
OID 0.007** 0.002 0.395 3.104 0.003
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 105
S.C.: Standard coefficients
195
4.3 PERFORMANCE AND GOVERNANCE IN CHEMICAL &
PETROCHEMICAL SECTOR
The BSE-500 index constituents of December 8, 2005 have 32 companies
in the chemical & petrochemical sector of which 22 are selected as per
the sampling procedure followed for the purpose of this study. The
.study analyses performance and governance in this .sector for five
years from 2001-02 to 2005-06.
4.3.1 Descriptive statistics analysis
Table 4.3.1 presents the descriptive statistics of independent variables
in the chemical & petrochemical sector for five years from 2001-02 to
2005-06 having 110 observations. The analysis reveal that variables
MDBD, MDSH, MDIG and MDCP have above 80% disclosure
indicating an outstanding disclosure practice, followed by variable
MDAC with 79% disclosure. On the other hand, variables MDRM and
MDDC, having the least disclosure, reflect a total absence of disclosure,
while variable MDMC indicates a near absence of disclosure practice
followed by variable NMD.
The table also shows that the maximum total score attained is 354 and
the minimum total score is 281. A further analysis of the average total
score of 312 with dispersion measured at 12.57 reveals that 68% of the
A companies have a score in the range of 299 to 325 points, which is 54%
to 59% disclosure, indicating a moderate disclosure practice. Only 5%
of the companies have a score above 337 to 354 i.e. 61% to 64%
disclosure. This results in an average disclosure of 57% for the entire
sector.
196
Table 4.3.1: Descriptive statistics of chemical & petrochemical sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 2 5 4.03 0.86 80.60
Board of directors MDBD 31 38 36.50 1.61 91.25
Audit committee MDAC 31 41 35.48 2.51 78.84
Risk management committee MDRM 6 6 6.00 0.00 20.00
Management committee MDMC 3 12 3.41 1.88 22.73
Directors' committee MDDC 3 3 3.00 0.00 20.00
Remuneration committee MDRC 13 24 19.22 2.37 48.05
Investors' grievance committee MDIG 41 46 42.48 1.53 84.96
General body meetings MDGB 15 29 16.79 4.54 55.97
Other disclosures MDOD 8 12 8.12 0.60 40.60
Means of communication MDCO 17 25 19.22 1.98 54.91
General shareholder information MDSH 60 68 64.42 1.71 85.89
Non-mandatory disclosures NMD 13 27 13.94 2.06 27.88
Other items of disclosures OID 33 62 39.55 6.84 39.55
Total score CGI 281 354 312.15 12.57 56.75
Note: N =110
197
4
4.3.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.3.2a, while the dependent
variables are combined with independent variables in order to analyse
- the correlation between-them in table 4.3.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.3.2a shows the highest significant level is between variable
MDAC and variable MDSH and the Pearson's correlated coefficient is
0.403. On the contrary, variable MDBD and variable MDMC are
negatively correlated, with a Pearson's correlation coefficient equalling
to -0.476.
In table 4.3.2b, we find that dependent variable ROE is significantly
correlated with three independent variables, with the highest Pearson's
correlation coefficient equal to 0.452 with variable MDCO, while
dependent variable RONW is negatively correlated with almost all
other variables, with the highest Pearson's correlation coefficient equal
to -0.381 between variable RONW and variable MDRC. Rest of the
dependent variables are not influenced by more than one independent
variable.
198
MDBD 0 .096 1.000
110320)
MDAC 0.041 .271**
0.674) 0.004
MDMC -0.058 -.476** ; -.217*
0.548) (0.000) (0.023)
MDRC .325** 0.118 1 .313** -0.113 1 1.000
Table 4.3.2a: Pearson's correlation coefficients combining independent variables of chemical & petrochemical sector
Variable MDCP I MDBD MDAC MDMC MDRC MDIG I MDGB MDOD 1 MDCO 1 MDSH NMD
i .
(0.000) .. 44. 1 (0.116) 1 0.334y i (0.028) 1 . .195* 1 .278** 1 -0.160 1 0.130 1 0.160 1 1.000 1'
(0.041) 1 (0.003) 0.094) 1 (0.175) 1 4(0.094) 1 .... ., ......... ., ..._ . 0.076 1 0.112 0.108 1 0.088 1 .220* 1 0.141 1 1.000
: --- (0.428) 1 (0.24 43) (0.263) 1 (0.362) 1 (0.021)
i
(0.141) 1 . -0.005 1 0.065 0.164 0.060 1 0.086 0.128 1 .364**
MDIG
0.018 0.065 0.104 -0.069 1 .242* 1 1.000 I
-0.089 -0.052 1
0.135 0.061 1 0.162 1 -0.043 -0.018 -0.143 0.110 1 1.000 MDOD 1 (0.159) (0.524) (0.090) (0.655) (0.850) I (0.137) (0.253) 1
.309** -0.132 0.184 0.109 .338** 1 -0.151 0.093 1 .209* 1.000 MDCO 0.001) (0,168) S0.055) (0.258) 0.161 0.050 .403** -0.028
MDSH (0.0931 (0.604) 4(0.000 (0.771j
1 -0.015 -0.001 1 .210* 0.007 NMD ;
1 (0.880) i 4 (0.989) 1 (0.027) _(0.944)
OID .225* 1 0.088 0.052 1 -0.005
199
0.104 1 0.052 (0.282) ri (0.590) -0.107 -0.055 (0.264) I (0.567) 0.002 r .208*
(0.987) (0,029) -0.026 L 0.102 (0.788) I (0.289)
Table 4.3.2b: Pearson's correlation coefficients combining dependent and independent variables of chemical & petrochemical sector
Variable 1 MDCP 1 MDBD 1 MDAC 1 MDMC 1 MDRC MDIG 1 MDGB MDOD 1 MDCO 1 MDSH 1 NMD 1 OID
ROE 't---- °.°94 i > ; -.360** -.210* ' -0.1310.056 : : -0.079 : 0.064 : 0.119 • .45r* [ 0.020 (0.326) I (0.000) i (0.028) (0.172) : (0.559) I (0.411) 1 (0.506) , (0.214) I (0.000) 1 ..(0.839)
-- RONW -0.088 I -.208* I -.234* I 0.083 . -.381** : -0.148 I -0.075 1 -0.177 : -0.005 I -0.120 1 (0.363) 1 (0.029) I (0.014) : (0.389) I (0.000) I (0.122) : (0.434) : (0.064) I (0.958) (0.214)
ROCE - 0.017 1 0.153 i -0.050 I -0.095 : -0.137 -0.084 : 0.049 : -0.053 I -0.059 1 0.139 ! (0.861) I (0.111) ! (0.607) I (0.325) 1_(0.154) (0.381) (0.608) (0.579) _(0.544) : (0.147) I -0.040 : 0.162 -0.098 i -0.100 . -0.139 : -0.154 : -0.022 • -0.035 : -0.067 1 0.115 • (0.677) I (0.090) I (0.310) 1 (0.299) I (0.147) I (0.108) 1 (0.819) I (0.714) 1 (0.484) 1 (0.233)
ROA
Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) Correlation of MDRM and MDDC cannot be computed because these variables have constant values that reflect an absence of disclosure and hence deleted from this table. N = 110
200
4.3.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.3.3a summarises the
results of the four regression models used for the purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.3.3a: Summary of regression models of chemical & petrochemical sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.718 0.515 0.455 8.594 0.000 2.254
2 0.505 0.255 0.163 2.772 0.003 0.139
3 0.395 0.156 0.052 1.495 0.139 0.082
4 0.395 0.156 0.052 1.495 0.139 0.058
Since R2 is larger in model 1 as seen in table 4.3.3a, our final multiple
regression model is model 1. The model explains 51.5% of the
variability in the dependent variable. As seen in table 4.3.1 earlier,
there is an absence of disclosure with regard to variables MDRM and
MDDC in the chemical & petrochemical sector thereby being constants
or have missing correlations. These variables are therefore deleted
from the current analysis. The regression is described in the following
modified model:
ROE = a + piMDCP + 132MDBD + 133MDAC + 134MDMC + 135MDRC +
p6mDic 137MDGB + 138MDOD + 139MDCO + p10MDSH + 13111\IMD +
pi2oiD E
201
Company's philosophy
Companies while providing disclosure on their philosophy of
governance, explains it as an abstract term applicable to companies
other than themselves. They disclose their understanding of
governance by quoting various definitions of the same. They fail to
-disclose the efforts and steps they would undertake to provide good
governance. Although, these abstract philosophies increase their
disclosure scores, it fails to impact performance as seen in table 4.3.3b
that shows a lack of significance for variable MDCP. We therefore
reject this hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We find evidence at 1%
level of the significance for variable MDBD in table 4.3.3b. We therefore
accept the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
However this variable is negative association with performance,
although it experiences a complete disclosure practice. Results indicate
that this sector has the appropriate board structure for good
202
performance. Yet it suffers from unproductive meetings and
insufficient policy changes.
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance.
This sector adapted the corporate governance initiatives that began in
India in 1998 with the 'desirable code of corporate governance'; a
voluntary code published by the confederation of Indian industries
(CII) and the current practice is a mandatory adoption of the same
under the initiative of SEBI. Hence assessing performance against the
audit committee in this sector is one step ahead than other sectors and
is testified by the regression results in table 4.3.3b indicating 1%
significance level towards variable MDAC. We therefore accept the
hypothesis:
H3: Composition and conduct of audit committee influences
performance.
On the other hand the concept of 'audit committee performance
measurement' is still in its infancy. The only methods of assessments
currently available are: agreed charter vs. actual achievement,
subjective assessment, measure of impact, feedbacks and productivity
of issues discussed. It is very challenging for audit committees to
provide valuable guidance to the corporate world, accurate and fair
financial reporting and ensuring compliance. This nature of infancy is
ascertained by the negative association.
203
-4( IV Risk management committee
There is a total absence of disclosure with regard to variable MDRM
(table 4.3.1), thereby being constant or have missing correlation. This
variable is therefore deleted from the current regression analysis
model, disproving our hypothesis:
H4: --Procedures related to risk management committee influences
performance.
V Management committee
The management committee consists of senior management personnel
who are members of its core management team excluding the board of
directors. This comprises of members of management one level below
the executive directors, including the functional heads. They make
disclosures to the board relating to all material, financial and
commercial transactions, where there is a personal interest, which may
have a potential conflict with the interest of the company at large
[clause 49(IV)(F)]. In table 4.3.3b, we find evidence of the importance of
variable MDMC at 1% level of significance. Hence we accept the
hypothesis:
H5: Procedures related to management committee influences
performance.
But the negative association clarifies the present role of the
management committee as being unproductive. Results prove that this
disclosure is at its nascent stage and need to be developed to its full
potential. Adversely it will affect the performance and an additional
cost is incurred in accommodating such management.
204
VI Directors' committee
The variable MDDC presents a total absence of disclosure as seen in
table 4.3.1, thereby being constant or have missing correlation. It is
therefore deleted from the current regression analysis model,
disproving our hypothesis:
H6: Procedures related to directors' committee influences
performance.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.3.3b testify to the insignificance of variable MDRC,
we therefore reject the hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
The main reason for this is the inadequate role played by the
remuneration committee and it needs to be developed to its full
potential.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
205
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.3.3b provide no evidence of the
significance of variable MDIG although this variable experiences a
complete disclosure practice. We therefore reject the hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
This indicates that this sector follows the required procedures of this
committee but fails to have policies that impact the attitude of
shareholders.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.3.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
206
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per Variable MDOD in table 4.3.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure. In chapter three, table 3.3.1, we find that there is an
average or moderate disclosure for two items and an absence of
disclosure is noticed for the rest two items in this category, causing us
to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events such as the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet. Results in table 4.3.3b
provide evidence at 1% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Means of communication influences performance.
207
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing sharehOlders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Aging companies have a strong
shareholder base, market base, product recognition, brand recognition
research and development, finance availability, loans from creditors
and financial institutions and government backing. Little needs to be
done in terms of wooing the shareholders, creditors and the
consumers. Shareholders are already familiar with the information
provided and therefore tend to have a laid back, taken for granted and
over confident attitude. They show poor levels of participation towards
growth and expansion of their companies. These factors contribute to
the lack of significance of variable MDSH with performance, thus
disproving our hypothesis:
H12: General shareholder information influences performance.
208
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
_peer group evaluation-mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
The regression result in table 4.3.3b provides no evidence of the
significance for variable NMD. The main reason for this is the
inadequate contribution from companies towards disclosure of training
to directors, their clearly defined responsibilities and peer group
evaluation mechanism of their performance, a regime of unqualified
financial statements and mechanism for employees to report unethical
practices. Hence we reject this hypothesis:
Hi3: Non-mandatory disclosures influence performance.
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
209
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. Table
4.3.3b provides no evidence of the significance for variable OID. The
main reason for this is the inadequate contribution from companies
towards disclosure on various certificates of compliance. Hence we
reject this hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
Table 4.3.313: Regression results of chemical & petrochemical sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) 24.454 11.476 2.131 0.036
MDCP -0.205 0.290 -0.058 -0.707 0.481
MDBD -0.823** 0.160 -0.435 -5.157 0.000
MDAC -0.395** 0.106 -0.324 -3.728 0.000
MDMC -0.750** 0.133 -0.463 -5.641 0.000
MDRC -0.011 0.112 -0.009 -0.102 0.919
MDIG 0.026 0.161 0.013 0.164 0.870
MDGB -0.018 0.051 -0.027 -0.357 0.722
MDOD 0.377 0.382 0.074 0.987 0.326
MDCO 0.760** 0.134 0.492 5.670 0.000
MDSH 0.111 0.152 0.062 0.730 0.467
NMD 0.048 0.120 0.032 0.396 0.693
OID 0.025 0.036 0.055 0.684 0.496
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N =110
S.C.: Standard coefficients
210
4.4 PERFORMANCE AND GOVERNANCE IN FINANCE SECTOR
The BSE-500 index constituents of December 8, 2005 have 46 companies
in the finance sector of which 29 are selected as per the sampling
procedure followed for the purpose of this study. The study analyses
performance and governance in this sector for five years from 2001-02
to 2005-06.
4.4.1 Descriptive statistics analysis
Table 4.4.1 presents the descriptive statistics of independent variables
in the finance sector for five years from 2001-02 to 2005-06 having 145
observations. The analysis reveals that variable MDCP has the highest
disclosure of 79% indicating a complete disclosure practice, followed
by variable MDBD with 78% disclosure. On the other hand, variable
NMD having the least disclosure indicates a near absence of disclosure
practice followed by variables MDDC, OID and MDRC.
Table 4.4.1: Descriptive statistics of finance sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 3 5 3.97 0.82 79.40
Board of directors MDBD 22 37 31.06 3.89 77.65
Audit committee MDAC 24 80 31.39 6.17 69.76
Risk management committee MDRM 6 24 13.92 4.38 46.40
Management committee MDMC 3 13 7.32 3.49 48.80
Directors' committee MDDC 3 13 4.70 2.86 31.33
Remuneration committee MDRC 8 26 14.01 4.19 35.03
Investors' grievance committee MDIG 21 44 32.10 5.05 64.20
General body meetings MDGB 6 23 12.12 2.98 40.40
Other disclosures MDOD 4 13 8.42 1.43 42.10
Means of communication MDCO 13 25 16.68 2.51 47.66
General shareholder information MDSH 38 59 47.37 7.34 63.16
Non-mandatory disclosures NMD 10 31 14.56 4.26 29.12
Other items of disclosures OID 27 50 34.43 5.00 34.43
Total score CGI 224 349 272.06 30.85 49.47
Note: N = 145
211
•
The table also shows that the maximum total score attained is 349 and the
minimum total score is 224. A further analysis of the average total score of
272 with dispersion measured at 30.85 reveals that 68% of the companies
have a score in the range of 241 to 303 points, which is 44% to 55% disclosure,
indicating a moderate disclosure practice. Only 5% of the companies have a
score above 334 to 349 i.e. 61% to 63% disclosure. This results in an average
discloSure of 49% for the entire sector.
4.4.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.4.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.4.2b. Although many variables
are reaching their 0.01 level of significant, the Pearson's correlation
coefficient generally does not go beyond the scope of a reasonable limit
of 0.8 and therefore does not pose a problem for the multiple
regression models.
Table 4.4.2a shows variables MDBD, MDRM and MDIG are at their
significant level with almost all other variables. The highest significant
level is between variable MDIG and variable MDSH and the Pearson's
correlation coefficient is 0.671. Variable MDIG is also reaching the
significant level with variable MDBD, with a Pearson's correlation
coefficient equal to 0.658. In table 4.4.2b, we find that all dependent
variables are significantly correlated with almost all independent
variables, with the highest Pearson's correlation coefficient equalling to
0.355 between dependent variable ROE and independent variable
MDRM. On the contrary, dependent variable ROA is negatively
correlated with independent variable MDRM, with a Pearson's
correlation coefficient of -0.287.
212
1?'
Table 4.4.2a: Pearson's correlation coefficients combining independent variables of finance sector
MDRM MDMC MDDC MDRC MDIG MDGB MDOD MDCO MDSH NMD
MDDC ' -0.058 I 0.010 1 0.079 1 0.009 -0.142 1.000 (0.490) 1 (0.909) ; (0.344) (0.912) 1 (0.088) -0.032 I .203* 1 -0.075 1 -.304** 1 -0.127 I .390** ' 1.000 MDRC 1--
(0.701) _1 (0.014) I (0.370) I (0.000) 1 (0.127) (0,0001 i -0.148 1 .658** 1 .542** .543** 1 .277** 0.088 -0.109 1.000 MDIG : 4 --..-
1 1 (0.0751 i ...(0.000) I ..(0.000) (0.000);(0.001)(0.295) : (0.1931 1 I -0.089 : .548** 1 .298** .238** 0.016 : .372** .474** : 1.000000 MDGB 1 0.135
(0.286 (0.000) 1 (0.000) 1 (0.004) I (0.105) (0.851) 1 (0.000) (0.000) -0.094 1 .346** 1 .293** 1 .225** 1 .170* .177* 0.161 .417** I .401** MDOD : I (0.261) I (0.000) I (0.000) [ (0.007) (0.040) (0.034) (0.053) (0.000).. j (0.000) 1 .
0.123 1 .239** I .342** I .336** 1 0.035 .355** 0.113 .458** 1 .286** I .339** i 1.000 MDCO
(0.141E (0.004) I (0.000) I (0.000) I (0.680) (0.000) (0.177) 1 (0.000) (0.000) (0.000) 1-. MDSH -.279** 1 .624** . .541** ' .312** ' 0.028 0.122 0.035 i .671** : .515** I .245** .364** I 1.000
: - : (0.001) 1 (0.000) [ (0.000) [ (0.000) L (0.736) _ (0.145) (0.6 0.000) : (0.000) I(0.003) (0.000) . 0.143 I .254** 1 .252** .276** 1 .307** .178* .367** .249** 1 .229** 1 .422** .271" I 0.071 1 1.000 NMD .4
(0.086) i (0.002) (0.002) (0.001) I (0.000) (0.032) (0.000) (0.003) ' (0.006) (0.000) (0.001) I (0.395) H • __I 01M 241** 241** 271** 0.055 238** .190* 0.136 0.131 349** , 351** 0.154 1 591**
Variable I MDCP MDBD MDAC 376** 1.000 MDBD ;
(0.000)
MDAC -0.089 434** 1.000 (0.285) 1 (0.000)
MDRM 0.112 1 .290** .417** 1.000 : (0.182L I (0.000) (0.000)
MDMC 0.103 1 0.091 0.081 : .563**
10.216) I (0.278) (0.335) (0.000)
1.000 1
OID (0.070) (0.004) (0.003) (0.001) (0.509) (0.004) (0.022) (0.103) (0.115) (0.000) (0.000) 1 (0.065) I (0.000) I
.1
213
Table 4.4.2b: Pearson's correlation coefficients combining dependent and independent variables of finance sector
Variable MDCP MDBD MDAC MDRM MDMC MDDC MDRC MDIG MDGB I MDOD I MDCO MDSH 1 NMD OID ,
ROE .165* 0.072 i 0.159 4' .355** .172* -0.119 I -0.108 0.107 -0.010 ' -0.054 1 0.084 1 .198* 1 0.064 .189*
-- H i --i
!__(0048) I (0.387) 1 0.056) i (0.000) _(0.038) (0.153) 1 (0.196) (0.202) (0.902) (0.522) I (0.318) 1 (0.017) I (0A46) .10.023)
_ __
0.059 1 -.243** 1 -0.128 I 0.017 : 0.073 0.035 1 -.330** -0.069 -.254** : -.231** -.197* -.199* I -.237** 1 -.222** 1 RONW ; : : , ; 1---
(0.480) I (0.003) I (0.125) I (0.839 (0.383)_ (0.678) (0.000) ! (0.410) I (0.0M I (0.005) (0.018) (0.016) L(0.004) 1_0.007)
ROCS F
-.246** 1 .213* : 0.011 ) -.288** -.263** -0.141 : 0.128 : -.163* ! 0.050 I 0.028 1 0.073 .200* 1 -0.060 I .176* I
L(0.003)_41 _0.010) I (0_894) i (0.000) - 0.001) 0.090) (0.126) i (0.050 I 1(0.549 (0.743 1 (a384 I . 9.016) 1 0.471 I(0.031) II
ROA . 245** 1 .214** 0.010 1 -.287** -.260** -0.139 0.127 1 -0.162 I 0.054 i 0.029 i 0.081 I. .199* 1 -0.065 1 .175* __i 4
I (0.003) I (0.010) (0.910) ; (0.000) I (0.002) (0.095) (0.128) 1 (0.051) ! (0.517) (0.730) I (0.331) 1 (0.016) I (0.440) (0.035) Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) N = 145
214
4
4.4.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.4.3a summarises the
results of the four regression models used for the purpose of this study.
The_model that explains the maximum variability in the dependent
variable is selected.
Table 4.4.3a: Summary of regression models of finance sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.517 0.267 0.188 3.382 0.000 3.945
2 0.516 0.266 0.187 3.367 0.000 0.164
3 0.687 0.472 0.415 8.300 0.000 0.027
4 0.689 0.474 0.418 8.374 0.000 0.025
Since R2 is larger in model 4 as seen in table 4.4.3a, our final multiple
regression model is model 4. The model explains 47.4% of the
variability in the dependent variable. The regression is described in the
following model:
ROA = a + P1MDCP + p2MDBD + P3MDAC + P4MDRM + p5MDMC +
p6mDpc (32mDRC P8MDIG + P9MDGB + PioMDOD + piiMDCO +
P12MDSH + P13NMD + 3i4OID + E
Company's philosophy
Table 4.4.3b provides evidence at 10% level of significance for variable
MDCP. However, we consider only 5% significance level and therefore
reject this hypothesis:
Hi: Company's philosophy on corporate governance affects
performance.
215
4-
Ar-
Yet it is worth noting that there is a negative association with the
performance variable as revealed by the analysis. In other words,
company's philosophy on governance reduces its overall monetary
gains. Companies that practice corporate social responsibility and
uphold humane philosophies see a gradual reduction in their book
profit. This holds true for the finance sector, which widely promotes
various_ rural development schemes such as rural banking, rural
education and various loan schemes for the welfare of farmers.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We find evidence at 1%
level of the significance for variable MDBD in table 4.4.3b. We therefore
accept the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
This variable experiences a complete disclosure practice. Results
indicate that this sector has the appropriate board structure, productive
meetings and sufficient policy changes causing increase in
performance.
216
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This becomes even mbr& evident by
the regression results in table 4.4.3b showing no significance at all
towards variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance.
IV Risk management committee
Risk management is relevant for mitigating the effects of various risks
arising from operations, management, industry, services, market,
politics, credit, liquidity, disaster, systems, legal matters, frauds, thefts,
claims or professional negligence. These may be in the nature of
financial, non-financial, insurable, transferable, retainable, avoidable
and non-avoidable risks. Unmanaged business risks have several
consequences such as shareholders wealth erosion and lack of viability
and goodwill. The basic procedures in management of risks are
identification, assessment and control. The importance of variable
)1-
MDRM at 1% level of significance is evident from table 4.4.3b. Hence
we accept the hypothesis:
H4: Procedures related to risk management committee influences
performance.
However it has a negative association with the performance variable
indicating that improper management has resulted in time wastage
and financial losses.
217
V Management committee
The management committee is constituted in pursuance of clause 13 of
nationalised banks (management & miscellaneous provisions) scheme,
1980, read with the directives of the ministry of finance, Government of
India. It exercises such powers as may be delegated by the board with
the approval of central government and concurrence of Reserve Bank
of India. The powers vested in it by the board include financial
sanctions, approval for introduction of new deposit schemes, sanction
of limits whether fund based or non fund based, compromises/ write
off, sanction of capital and revenue expenditure, premises,
investments, donations etc. Yet table 4.4.3b, does not provide evidence
of the importance of variable MDMC. Hence we reject the hypothesis:
H5: Procedures related to management committee influences
performance.
This clarifies the present role of the management committee as being
unproductive. Results prove that this disclosure is at its nascent stage
and need to be developed to its full potential.
VI Directors' committee
The directors' committee provide approvals for loans above certain
stipulated limits, discuss strategic issues in relation to credit policy,
deliberate on the quality of the credit portfolio, sanction expenditures
above certain stipulated limits, approve expansion of the banks'
network, review investment strategy and approve investment related
proposals above certain limits. In table 4.4.3b, the importance of
variable MDDC at 1% level of significance is evident. Hence we accept
the hypothesis:
H6: Procedures related to directors' committee influences
performance.
But the negative association clarifies the present role of the directors'
committee as being unproductive. Results prove that this disclosure is
218
at its nascent stage and need to be developed to its full potential.
Adversely it will affect the performance and an additional cost is
incurred in accommodating such directors.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.4.3b testify to the insignificance of variable MDRC,
we therefore reject the hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
The main reason for this is the inadequate role played by the
remuneration committee and it needs to be developed to its full
potential.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
219
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.4.3b provide evidence at 1%
level of the significance for variable MDIG. We therefore accept the
hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
However this variable is negative association with performance,
although it experiences a complete disclosure practice. This indicates
that this sector follows the required procedures of this committee and
is initiating policy changes. But these changes are yet to impact the
attitude of shareholders as they are initiated only during the latter part
of this study.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.4.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
220
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.4.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure, causing us to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events such as the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet. Results in table 4.4.3b
provide evidente at 1% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Hu: Means of communication influences performance.
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
14̂
221
•••
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Shareholders of aging
companies show poor levels of participation towards growth and
expansion of their companies. On the other hand, companies
undergoing expansion, globalisation and transformation benefit from
this disclosure. This sector has been experiencing a tremendous growth
in terms of number of branches, customer size, nature of services and
market awareness. The shareholders, potential shareholders, creditors
and the consumers of these companies are impacted by this disclosure.
They analyse this information more closely and are more critical,
pushing the performance level even higher, thereby influencing
performance. This is evident from table 4.4.3b testifying to 1% level of
significance of variable MDSH, thus proving our hypothesis:
H12: General shareholder information influences performance.
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
222
4-
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
The regression result in table 4.4.3b provides no evidence of the .
. . . significance for variable NMD. The main reason for this is the
inadequate contribution from companies towards disclosure of training
to directors, their clearly defined responsibilities and peer group
evaluation mechanism of their performance, a regime of unqualified
financial statements and mechanism for employees to report unethical
practices. Hence we reject this hypothesis:
H13: Non-mandatory disclosures influence performance.
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. In
table 4.4.3b we find evidence at 1% level of significance of the
importance of variable OID testifying our hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
223
Table 4.4.3b: Regression results of finance sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) -0.050 0.030 -1.698 0.092
MDCP -0.006 0.003 -0.150 -1.926 0.056
MDBD 0.003** 0.001 0.348 3.087 0.002
MDAC - 0.000 0.000 -0.014 -0.164 0.870
MDRM -0.002** 0.001 -0.302 -2.856 0.005
MDMC 0.000 0.001 0.015 0.167 0.867
MDDC -0.003** 0.001 -0.287 -3.452 0.001
MDRC 0.000 0.001 -0.033 -0.314 0.754
MDIG -0.004** 0.001 -0.620 -4.867 0.000
MDGB -0.001 0.001 -0.089 -0.917 0.361
MDOD 0.002 0.002 0.071 0.880 0.381
MDCO 0.004** 0.001 0.320 3.814 0.000
MDSH 0.002** 0.000 0.376 3.592 0.000
NMD -0.001 0.001 -0.089 -0.895 0.373
OID 0.002** 0.001 0.227 2.473 0.015
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 145
S.C.: Standard coefficients
224
4.5 PERFORMANCE AND GOVERNANCE IN INFORMATION
TECHNOLOGY SECTOR
The BSE-500 index constituents of December 8, 2005 have 42 companies
in the information technology sector of which 21 are selected as per the
sampling procedure followed in this study. The study analyses
performance and governance for five years from 2001-02 to 2005-06.
4.5.1 Descriptive statistics analysis
Table 4.5.1 presents the descriptive statistics of independent variables
in the information technology sector from 2001-02 to 2005-06 having
105 observations. The analysis reveal that variables' MDIG, MDSH,
MDBD, MDAC and MDCP have above 80% disclosure indicating an
outstanding disclosure practice, followed by variable MDCO with 75%
disclosure. Variable MDRM having the least disclosure reflects a total
absence of disclosure, while variables MDDC, MDMC and NMD
indicate an incomplete disclosure.
Table 4.5.1: Descriptive statistics of information technology sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 3 5 4.07 0.87 81.40
Board of directors MDBD 32 38 35.60 1.25 89.00
Audit committee MDAC 33 43 39.10 2.76 86.89
Risk management committee MDRM 6 6 6.00 0.00 20.00
Management committee MDMC 3 10 4.60 2.62 30.67
Directors' committee MDDC 3 13 3.57 1.77 23.80
Remuneration committee MDRC 13 35 25.16 5.70 62.90
Investors' grievance committee MDIG 43 50 46.87 1.62 93.74
General body meetings MDGB 8 30 15.63 2.95 52.10
Other disclosures MDOD 8 18 11.87 2.77 59.35
Means of communication MDCO 19 35 26.30 5.54 75.14
General shareholder information MDSH 57 75 67.84 4.72 90.45
Non-mandatory disclosures NMD 13 44 19.43 6.01 38.86
Other items of disclosures OID 34 83 42.52 9.99 42.52
Total score CGI 312 444 348.55 25.86 63.37
Note: N = 105
225
The table also shows that the maximum total score attained is 444 and the
minimum total score is 312. A further analysis of the average total score of
348 with dispersion measured at 25.86 reveals that 68% of the companies
have a score in the range of 322 to 374 points, which is 58% to 68% disclosure,
indicating a moderate to complete disclosure practice. Only 5% of the
companies have a score above 400 to 444 i.e. 73% to 80% disclosure. This
results -in an average disclosure of 63% for the entire sector.
4.5.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.5.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.5.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.5.2a shows that variable MDSH is at its significant level with
almost all variables. The highest significant level is between variable
MDSH and variable MDOD and the Pearson's correlation coefficient is
0.672. Variable MDSH is also reaching the significant level with
variable NMD, with a Pearson's correlation coefficient equal to 0.476.
In table 4.5.2b, we find that dependent variable ROE is significantly
correlated with six independent variables, with the highest Pearson's
correlation coefficient equalling to 0.517 with variable OID.
226
1.000
(0.011) (0.160) (0.210) 1 .304** 1 .238* • -0.159
(0.7351 (0.0281 (0.683)
: 0.177 0.164 1 0.096
1(0.072) (0.095) (0.328)
204* 0.157 -0.055
(0.007) 10.042) I .274** -.367** -0.065
.10.005) 0.000 (0.513)
0.033 .214* I 0.040
(0.001) 0.140
(0.154)
S0.421)
(0.002) I (0.015) (0.105 .333** 0.146 0.102
(0.037) I S0.1101 0.577) .247* -0.138 -0.123
-0.079 1.000
.260** -.199* 1.000
:
0.040
(9.680 -0.030
(0.760)
-0.043 (0.662)
.322** (0.001)
-0.084
(0.394) .424**
(0.136) 1 (0.303) (0.000) -0.041 -0.035 .456** (0.677) (0.727) (0.000)
-0.132 1.000 0.181)
0.151 -0.021 0.125) 1 (0.828) -.240* I 0.067 -0.053 1.000 (0.014) (0.498) I (0.590) -0.052 0.067 I .672**1 .275** 1- 1.000 0598) I(0.498) 0.000) _(0.004) 0.159 .229* .364** ! .338** .476** 1.000 0.105) (0.019) :(0.000) (0.000) 1 (0.000) .
.197* 0.083 0.182 .363** .199* 1 .553** (0.044) (0.399) (0.063) (0.000) (0.042) (0.000)
1.000
1.000
•
4-
Table 4.5.2a: Pearson's correlation coefficients combining independent variables of information technology sector
Variable MDCP MDBD MDAC MDMC MDDC MDRC MDIG MDGB MDOD MDCO MDSH I NMD
MDBD
MDAC
MDMC
MDDC : 1
•
•299**
(Q002) 0.118
;
1 I
:
;
1 I
• !
1
1.000
-0.191 (0.051)
0.065
(0.510) -0.052
(0.598
.254** (0.009)
0.068 (0.489 .215*
(0.028)
-.457** (0.000) 0.091
(0.358) -.452** (0.000)
0.059 (0.552)
.339**
(0.000)
(0.233) -0.136
(0.167) -.225* (0.021) .442**
(0.000)
.239*
_( . 0.119
(0.2281 -0.108 (0.273) 0.018
(0 857) -0.117 0.235)
.208*
(0.033)
.452** (0.000)
MDRC
MDIG
MDGB
MDOD
MDCO
MDSH
NMD
OID
_1
227
Variable
ROE
ROW
ROCE
ROA I
Table 4.5.2b: Pearson's correlation coefficients combining dependent and independent variables of information technology sector
MDCP MDBD MDAC MDMC MDDC MDRC MDIG MDGB MDOD MDCO .320** 0.140 0.146 -0.104 -0.105 .409** 0.010 0.061 0.161 .316**
(0.001) (0.153) (0.136) T.293) (0.284) (0.000) (0.918) (0.537) (0.102) (0.001) -0.031 -0.089 .290** 0.104 0.032 .377** .220* -0.034 0.040 0.145 (0.754) (0366) (0.003)__ (0.292) (0.747) (0.000) AO.024) (0.730) (0.685) 1 (0.140) 0 . 089 -0.009 : .301** I 0.109 -0.039 .452** .216* 0.006 0.061 1 0.182
_.(0.365) : J0.930) J0.002) (0.269) ! 0.695) (0.000) (0.027)_ (0.953) 0.536) 10.064) .245* -0.016 g .261** -0.004 . -0.142 .472** .233* ! -0.033 0.083 1 0.186
(0.012) ! (0.875) (0.007) (0.964) • (0.149) (0.000) (0.017) (0.735) (0.400) (0.058)
MDSH I NMD OID .362** .474**
- -
.517** -------- - -
(0.000) (0.000 (0.000L 0.184 .412** 0.168
(0.060) I (0.000) (0.086) 0.183 i .459** .198*
(0.062) 1 (0.000) L 0.043) .225* .443** L .247*
(0.021) I (0.000) j (0.011)
1
Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) Correlation of MDRM cannot be computed because this variable has a constant value that reflects an absence of disclosure and hence deleted from this table. N = 105
228
4.5.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.5.3a summarises the
results of the four regression models used for the purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.5.3a: Summary of regression models of information technology sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.678 0.460 0.383 5.967 0.000 6.173
2 0.671 0.451 0.372 5.739 0.000 0.127
3 0.668 0.446 0.367 5.641 0.000 0.111
4 0.651 0.424 0.341 5.146 0.000 0.082
Since R2 is larger in model 1 as seen in table 4.5.3a, our final multiple
regression model is model 1. The model explains 46% of the variability
in the dependent variable. As seen in table 4.5.1 earlier, there is an
absence of disclosure with regard to variable MDRM in the
information technology sector thereby being constant or have missing
correlation. This variable is therefore deleted from the current analysis.
The regression is described in the following modified model:
ROE = a + pimpcp p2MDBD + p3MDAC + P4MDMC + p5MDDC +
p6mDRc p7mDIG p8MDGB + p9MDOD + piomDco piimpsH
pi2NmD + pi 30ID E
Company's philosophy
Companies while providing disclosure on their philosophy of
governance, explains it as an abstract term applicable to companies
other than themselves. They disclose their understanding of
229
governance by quoting various definitions of the same. They fail to
disclose the efforts and steps they would undertake to provide good
governance. Although, these abstract philosophies increase their
disclosure scores, it fails to impact performance as seen in table 4.5.3b
that shows a lack of significance for variable MDCP. , We therefore
reject this hypothesis:
Hi: Company's philosophy on corporate governance affects
performance.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We do not find evidence
of the significance for variable MDBD in table 4.5.3b. We therefore
reject the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
The information technology sector is a high growth industry, with
aggressive competitions and rapid growth due to globalisation.
Although this variable experiences a complete disclosure practice and
results indicate an appropriate board structure, yet it fails to impact
performance. The main reason for this is that business revenues are
utilized for global expansion, technology infrastructure, training,
research and development. Hence it currently reflects in lack of
significance for performance.
230
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
ti indirectly linked to performance. This becomes even more evident by
the regression results in table 4.5.3b showing no significance at all
towards variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance.
IV Risk management committee
There is a total absence of disclosure with regard to variable MDRM
(table 4.5.1), thereby being constant or have missing correlation. This
variable is therefore deleted from the current regression analysis
model, disproving our hypothesis:
H4: Procedures related to risk management committee influences
performance.
V Management committee
In chapter three, table 3.5.1 provides evidence that only 5 companies
from a total sample of 21 companies have contributed towards
disclosure for variable MDMC. Rest of the companies dOes not have a
management committee. This has proved insignificant in testifying our
hypothesis:
H5: Procedures related to management committee influences
performance.
231
VI Directors' committee
Only 4 companies have provided disclosure for variable MDDC as
seen in chapter three, table 3.5.1. Rest of the companies does not have a
directors' committee. This information is insignificant in testifying our
hypothesis:
H6: Procedures related to directors' committee influences
performance.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.5.3b testify to the importance of variable MDRC at
10% level of significance, but since we consider only 5% significance
level we reject this hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
232
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.5.3b provide no evidence of the
significance of variable MDIG although this variable experiences a
complete disclosure practice. We therefore reject the hypothesis:
H8:
Policies and procedures of shareholders/ investors' grievance
committee affect performance.
This indicates that this sector follows the required procedures of this
committee but fails to have policies that impact the attitude of
shareholders.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.5.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
233
Jr
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.5.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure, causing us to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies and are
therefore satisfied with current financial results and events such as the
quarterly and annual financial results, official news releases,
presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet.
On the other hand, this information relates to the current financial year
and current events. In case of industries undergoing expansion,
globalisation and transformation, in other words newly developed
industries, shareholders are keen to know more about the history of the
companies and their previous performances. They look at wider and
more detailed information. Short term or current year's information
does not impact them. This is evident for the information technology
sector which has seen recent and rapid growth. Results in table 4.5.3b
prove a lack of significance for variable MDCO, thus disproving our
hypothesis:
Means of communication influences performance.
ti
234
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Shareholders of aging
companies show poor levels of participation towards growth and
expansion of their companies. On the other hand, new companies that
are listed for a period of less than ten years or are undergoing
expansion, globalisation and transformation benefit from this
disclosure. The shareholders, potential shareholders, creditors and the
consumers of these companies are impacted by this disclosure. They
analyse this information more closely and are more critical, pushing
the performance level even higher, thereby influencing performance.
This is evident from table 4.5.3b testifying to 1% level of significance of
variable MDSH, thus proving our hypothesis:
H12: General shareholder information influences performance.
235
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer_group_evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
The regression result in table 4.5.3b provides no evidence of the
significance for variable NMD. The main reason for this is the
inadequate contribution from companies towards disclosure of training
to directors, their clearly defined responsibilities and peer group
evaluation mechanism of their performance, a regime of unqualified
financial statements and mechanism for employees to report unethical
practices. Hence we reject this hypothesis:
F113: Non-mandatory disclosures influence performance.
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
236
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. Table
4.5.3b provides evidence at 10% level of the significance for variable
OID. However, we consider only 5% significance level and therefore
reject this hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
Table 4.5.3b: Regression results of information technology sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta dish.
t-statistics P-value
(Constant) -89.052 40.307 -2.209 0.030
MDCP 1.132 0.968 0.125 1.169 0.245
MDBD 1.012 0.722 0.161 1.402 0.164
MDAC -0.277 0.280 -0.097 -0.989 0.325
MDMC -0.402 0.307 -0.134 -1.308 0.194
MDDC 0.086 0.453 0.019 0.189 0.851
MDRC 0.287 0.167 0.208 1.725 0.088
MDIG -0.112 0.447 -0.023 -0.251 0.802
MDGB -0.067 0.237 -0.025 -0.283 0.778
MDOD -0.399 0.346 -0.140 -1.151 0.253
MDCO -0.039 0.149 -0.028 -0.265 0.791
MDSH 0.912** 0.242 0.548 3.764 0.000
NMD 0.131 0.170 0.100 0.768 0.444
OID 0.155 0.094 0.197 1.643 0.104
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 105
S.C.: Standard coefficients
237
4.6 PERFORMANCE AND GOVERNANCE IN METAL, METAL
PRODUCTS & MINING SECTOR
The BSE-500 index constituents of December 8, 2005 have 37 companies
in the metal, metal products & mining sector of which 19 are selected
as per the sampling procedure followed for the purpose of this study.
The study-analyses performance and governance in this sector for five
years from 2001-02 to 2005-06.
4.6.1 Descriptive statistics analysis
Table 4.6.1 presents the descriptive statistics of independent variables
in the metal, metal products & mining sector for five years from 2001-
02 to 2005-06 having 95 observations. The analysis reveals that variable
MDSH has the highest disclosure followed by variables MDBD, MDIG
and MDAC which have above 80% disclosure indicating an
outstanding disclosure practice. This is followed by variable MDCP
with 76% disclosure. On the other hand, variables MDRM and MDMC,
having the least disclosure reflects a total absence of disclosure, while
variables MDDC and NMD indicate an incomplete disclosure practice.
The table also shows that the maximum total score attained is 414 and
the minimum total score is 264. A further analysis of the average total
score of 307 with dispersion measured at 30.76 reveals that 68% of the
companies have a score in the range of 276 to 338 points, which is 50%
to 61% disclosure, indicating a moderate disclosure practice. Only 5%
of the companies have a score above 369 to 414 i.e. 67% to 75%
disclosure. This results in an average disclosure of 56% for the entire
sector.
238
Table 4.6.1: Descriptive statistics of metal, metal products & mining sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 3 5 3.83 0.78 76.60
Board of directors MDBD 31 39 33.67 1.43 84.18
Audit committee MDAC 26 45 36.58 4.70 81.29
Risk management committee MDRM 6 6 6.00 0.00 20.00
Management committee- MDMC 3 3 3.00 0.00 20.00
Directors' committee MDDC 3 15 3.89 2.86 25.93
Remuneration committee MDRC 8 36 18.73 7.15 46.83
Investors' grievance committee MDIG 23 46 40.66 4.59 81.32
General body meetings MDGB 9 28 12.80 3.27 42.67
Other disclosures MDOD 9 15 9.68 1.23 48.40
Means of communication MDCO 17 35 24.02 5.70 68.63
General shareholder information MDSH 58 75 63.39 4.96 84.52
Non-mandatory disclosures NMD 10 30 13.48 5.09 26.96
Other items of disclosures OID 30 62 37.67 6.98 37.67
Total score CGI 264 414 307.42 30.76 55.89
Note: N = 95
239
4.6.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.6.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them-in-table 4.6.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.6.2a shows variables MDDC and MDRC are at their significant
level with almost all other variables. The highest significant level is
between variable MDDC and variable NMD and the Pearson's
correlation coefficient is 0.660. Variable MDRC is reaching the
significant level with variable MDAC, with a Pearson's correlation
coefficient equal to 0.639.
In table 4.6.2b, we find that dependent variable ROE is significantly
correlated with six independent variables, with the highest Pearson's
correlation coefficient equal to 0.505 with variable MDCO.
240
.._ .... 1 (0.000) 1 (0.000) ._ __(0.1701 i (0.000) ! (0.000) .513** .532** .586** : .660** : .629** i 0.000 (0.000) rt (0.000) : (0.000) (0.000)
NMD :
(0.000) (0.000) 1 (0.125) : (0.008) i (0.003)
.392** : .357** : 0.158 .270** i .306** : OID '
1 1.000 . ;
1 .434** s 1.000 i (0.000) 1 ' .407** .445** (0.000) (0.000)
-4
tir
Table 4.6.2a: Pearson's correlation coefficients combining independent variables of metal, metal products & mining sector
Variable MDCP MDBD MDAC MDDC MDRC MDIG MDGB MDOD MDCO MDSH NMD
MDAC
MDDC
MDRC
MDIG
.359** 1.000 MDBD 4-
(0.000) . A93** .338** (0.000) (0.001) .306** 1 .469** .317** 1.000 (0.003) I. 10.000) (0.002) .459** .502** 1 ,639** (0.000) (0M00) (0.000) .492** .271** 0.194
-0.097 0.070 1 0.075 -0.163 -0.053 (0.351) 10.501)_ I (0.472) I _ (0.115) i (0.611) 0:066 ' -0.083 1 -0.124 : -0.176 1 -0.103
(0.000) (0.008) (0.060) (0.028) (0.007) . -.348** !
1 (0.001) 1 1.000
.
•
. 0.107 ; 0.037 1.000 (0.301) 1 (0.722) .383** 1 -0.093 1 .345** 1.000 (0.000) (0.368) : (0.001) .405** 1 -0.115 -0.011 i .508** (0.000). ! (0.266). (0.916) i _(0.000) .456** : -0.097 0.142 1 .580**
(0.000) i (0.350) 0.171) J (0.000) : .228* i
4
0.026 1 .492** ' .512** 1 (0.026) (0.802) (0.000) 1 (0.000)
MDOD
MDCO
MDSH
(0.526) 1 (0.423) i (0.230) i (M89) i (0.321) .467** 1 .427** I .247* .361** .379** i--
! (0.000) ! (0.000) 1(0.016) : (0.000) 10.000) .358** i 647** 0.142 : .421** .613**
241
Table 4.6.2b: Pearson's correlation coefficients combining dependent and independent variables of metal, metal products & mining sector
Variable MDCP MDBD MDAC MDDC MDRC MDIG MDGB MDOD MDCO MDSH NMD OID ROE
RONW
ROCE
ROA
.339**
(0.001)
0.196
(0.057) 1
.277**
_10.0071
.227*
(0.027)
.204*
(0.048)
0.130
(0.208)
-0.047
0.651)
-0.082
(0.431) I
0.029 ;
(0.777)
.351**
(0.000)
.300**
(0.003)
.285**
(0.005) 1
.294**
(0.004)
0.174
(0.091)
0.105
(0.311)
0.143
(0.167)
-0.105
(0.3101
.431**
(0.000)
.292**
(0.004)
.262*
(0.010)
0.025
(0.813)
0.135
(0.191)
.273**
(0.007)
.231*
(0.024) I
-0.067
(0.518)
-0.050
(0.629)
-0.091
0.378)
-0 .
(0.394) 1
0.175
(0.089)
-0.073
(0.484)
0.043
(0.678)
0.076
(0.465)
.505**
(0.000)
.340**
(0.0011
.433**
0.0001
.424**
(0.000)
0.138
(0.1831
.264**
J0.010)
0.174
. 0.092)
L 0.150
I (0.146)
I .319** .423**
(0.062) L(0.0001_1 I .238* I 0.045
! (0.00) L(0.6664
1 .334** 1 0.053 J
1 (0.00111 0.609)
I .364** 1 0.069 1
(0.000) I (0.506) Notes:
** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed)
Correlation of MDRM and MDMC cannot be computed because these variables have constant values that reflect an absence of disclosure and hence deleted from this table. N = 95
242
4.6.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.6.3a summarises the
results of the four regression models used for the purpose of this study. _
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.6.3a: Summary of regression models of metal, metal products & mining sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.790 0.624 0.569 11.354 0.000 3.454
2 0.564 0.318 0.219 3.191 0.001 0.229
3 0.645 0.416 0.331 4.869 0.000 0.135
4 0.651 0.423 0.339 5.019 0.000 0.096
Since R2 is larger in model 1 as seen in table 4.6.3a, our final multiple
regression model is model 1. The model explains 62.4% of the
variability in the dependent variable. As seen in table 4.6.1 earlier,
there is an absence of disclosure with regard to variables MDRM and
MDMC in the metal, metal products & mining sector thereby being
constants or have missing correlations. These variables are therefore
deleted from the current analysis. The regression is described in the
following modified model:
ROE = a + f3iMDCP + f32MDBD + f33MDAC + f34MDDC + f35MDRC +
p6mDIG f37MDGB + f38MDOD + f39MDCO + f310MDSH + f3iiNMD +
£
243
Company's philosophy
Companies in this sector practice the ethos of upholding the health and
welfare of employees as a foundation of success. Various forums create
a platform for discussing ethical issues with company's executives,
employees, vendors and all stakeholders. Thus the company's
philosophy on governance causes_ an increase in productivity and
performance. Table 4.6.3b provides evidence at 1% level of significance
for variable MDCP and testifies our hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We do not find evidence
of the significance for variable MDBD in table 4.6.3b. We therefore
reject the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
Although this variable experiences a complete disclosure practice and
results indicate an appropriate board structure, yet it fails to impact
performance. The main reason for this is the strong consumption trend
in the global steel market coupled by increase in domestic demand
from automobile and consumer durables sector has pushed for rapid
expansion, causing international joint ventures and nearly doubling the
244
local plant capacity by utilisation of business revenues. Hence it
currently reflects in lack of significance for performance.
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This becomes even more evident by
the regression results in table 4.6.3b showing no significance towards
variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance.
IV Risk management committee
There is a total absence of disclosure with regard to variable MDRM
(table 4.6.1), thereby being constant or have missing correlation. This
variable is therefore deleted from the current regression analysis
model, disproving our hypothesis:
H4: Procedures related to risk management committee influences
performance.
V Management committee
The variable MDMC also presents a total absence of disclosure as seen
in table 4.6.1, thereby being constant or have missing correlation. It is
therefore deleted from the current regression analysis model,
disproving our hypothesis:
H5: Procedures related to management committee influences
performance.
245
VI Directors' committee
In chapter three, table 3.6.1 provides evidence that only 2 companies
from a total sample of 19 companies have contributed towards
disclosure for variable MDDC. Rest of the companies does not have a
directors' committee. This information has proved insignificant in
testifying our hypothesis:
H6: Procedures related to directors' committee influences
performance.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.6.3b testify to the importance of variable MDRC at 1%
level of significance, we therefore accept the hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
But the negative association clarifies the present role of the
remuneration committee as being unproductive. Results prove that this
disclosure is at its nascent stage and need to be developed to its full
potential. Adversely it will affect the performance and an additional
cost is incurred in accommodating the directors.
246
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.6.3b provide evidence at 1%
level of the significance for variable MDIG. We therefore accept the
hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
However this variable is negative association with performance,
although it experiences a complete disclosure practice. This indicates
that this sector follows the required procedures of this committee and
is initiating policy changes. But these changes are yet to impact the
attitude of shareholders as they are initiated only during the latter part
of this study.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
247
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.6.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets impacts
performance at 5% level of significance as per variable MDOD in table
4.6.3b, causing us to accept this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
The negative association is aptly justified as penalties involve
payments of huge amount of fines to the respective stock exchanges
and related party transactions cause conflicts with the interests of the
company.
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events such as the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet. Results in table 4.6.3b
248
provide evidence at 1% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Hit Means of communication influences performance.
XII —General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing sharehOlders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Aging companies have a strong
shareholder base, market base, product recognition, brand recognition
research and development, finance availability, loans from creditors
and financial institutions and government backing. Little needs to be
done in terms of wooing the shareholders, creditors and the
consumers. Shareholders are already familiar with the information
provided and therefore tend to have a laid back, taken for granted and
over confident attitude. They show poor levels of participation towards
growth and expansion of their companies. These factors contribute to
249
the lack of significance of variable MDSH with performance, thus
disproving our hypothesis:
H12: General shareholder information influences performance.
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted. In table 4.6.3b, we find
evidence of the importance of variable NMD at 1% level of significance.
Hence we accept the hypothesis:
H13: Non-mandatory disclosures influence performance.
4 XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
250
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. In
table 4.6.3b we find evidence at 1% level of significance of the
importance of variable OID testifying our hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
Table 4.6.3b: Regression results of metal, metal products & mining sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) 5.441 12.383 0.439 0.662
MDCP 2.199** 0.639 0.326 3.441 0.001
MDBD -0.110 0.374 -0.030 -0.293 0.770
MDAC 0.027 0.128 0.024 0.208 0.836
MDDC 0.092 0.192 0.050 0.482 0.631
MDRC -0.556** 0.094 -0.756 -5.915 0.000
MDIG -0.461** 0.107 -0.402 -4.316 0.000
MDGB -0.187 0.123 -0.116 -1.517 0.133
MDOD -0.832* 0.412 -0.195 -2.020 0.047
MDCO 0.373** 0.092 0.404 4.073 0.000
MDSH 0.154 0.136 0.145 1.136 0.259
NMD 0.388** 0.147 0.375 2.637 0.010
OID 0.209** 0.073 0.277 2.856 0.005
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 95
S.C.: Standard coefficients
251
4.7 PERFORMANCE AND GOVERNANCE IN OIL & GAS SECTOR
The BSE-500 index constituents of December 8, 2005 have 21 companies
in the oil & gas sector of which 13 are selected as per the sampling
procedure followed in this study. The study analyses performance and
governance in this sector for five years from 2001-02 .to 2005-06.
4.7.1 Descriptive statistics analysis
Table 4.7.1 presents the descriptive statistics of independent variables
in the oil & gas sector from 2001-02 to 2005-06 having 65 observations.
The analysis reveals that variable MDBD has the highest disclosure
followed by variables MDCP, MDAC and MDSH having above 80%
disclosure, indicating a complete disclosure practice. Variable MDIG
has 77% disclosure. On the other hand, variable MDMC, having the
least disclosure reflects a total absence of disclosure, while variables
MDRM, MDDC and NMD indicate an incomplete disclosure practice.
Table 4.7.1: Descriptive statistics of oil & gas sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 3 5 4.20 0.80 84.00
Board of directors MDBD 30 40 35.42 2.54 88.55
Audit committee MDAC 32 40 37.00 1.99 82.22
Risk management committee MDRM 6 8 6.12 0.48 20.40
Management committee MDMC 3 3 3.00 0.00 20.00
Directors' committee MDDC 3 7 3.18 0.85 21.20
Remuneration committee MDRC 12 25 18.94 4.89 47.35
Investors' grievance committee MDIG 24 46 38.49 5.50 76.98
General body meetings MDGB 10 30 16.95 3.77 56.50
Other disclosures MDOD 8 12 8.14 0.66 40.70
Means of communication MDCO 14 26 18.63 3.95 53.23
General shareholder information MDSH 51 67 60.31 4.48 80.41
Non-mandatory disclosures NMD 12 16 12.88 0.74 25.76
Other items of disclosures OID 31 69 38.40 7.36 38.40
Total score CGI 262 342 301.66 21.89 54.85
Note: N = 65
252
The table also shows that the maximum total score attained is 342 and the
minimum total score is 262. A further analysis of the average total score of
301 with dispersion measured at 21.89 reveals that 68% of the companies
have a score in the range of 280 to 323 points, which is 50% to 58% disclosure,
indicating a moderate disclosure practice. The maximum disclosure is 62%.
This results in an average disclosure of 55% for the entire sector.
4.7.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.7.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.7.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.7.2a shows variables MDSH and MDCO are at their significant
level with almost all other variables. The highest significant level is
between variable MDSH and variable MDCO and the Pearson's
correlation coefficient is 0.765. Variable MDCO is also reaching the
significant level with variable MDIG, with a Pearson's correlation
coefficient equal to 0.589. In table 4.7.2b, we find that dependent
variable ROE is significantly correlated with independent variable
MDIG, with a Pearson's correlation coefficient equal to 0.259. Rest of
the dependent variables are not influenced by the independent
variables.
253
Table 4.7.2a: Pearson's correlation coefficients combining independent variables of oil & gas sector
, : , 4 ■
: : ; . : : : ..-: -
0.128 i -0 052 I 1.000 I I MDAC i- ' 1
1 f 4 --I /0.308) : : I (0.678)
. I :
I : ; i i
I MDRM : 0.097
1 . ...
i . i •
i 10.4401., 1. (0.639) I (0.608) I . I I
: : : , ---[ MDDC
0.130 I 0.225 I 0.000 I -0.056 I 1.000 !
: : : ; i : i 7 1 IL /0.301) I (0.071) I (1,000) I (0.656) . 1 I :
: 7 7 .
.357** I .404** I .317** 1 0.227 1 .275* 1 1.000 1 . 1 MDRC : : : :
i : :
1 : .4_
(0.004) I _10.001) 1 (0.010) i (0.068) j (0.027) 1, . 1 1 I
1 .,...__
1 MDIG i 0.202 I 0.092 i 0.063 1 -.434* 0
* -.100 1 .250* 1 1.000 I
t ; : : : I
: :
I (2.190 I (9.461 I (p.620) I _(0.000) i 19.4261 i (0.045) I . I : 4
MDGB 1 0.139 I -0.003 I -.252* I -.322** -0.115 I 0.013 1 .561** I 1. 1 : : 000
: 4 4 -,
: (0.3621 I (0.921) I (0.000)
: : : : i i
MDOD i 0.125 I 0.058 I 0.000 I -0.054 I -0.047 I -0.148 I -0.067 1, -0.041 I 1.000
I. ..._;
MDSH *344. I 0.022 I .765** 1.000
(0.000) I (0.101) I (0.001) I (0.713) I (0.034) 1 (0.000) I (0.000) I (0.074 i (0.859) I (0.000
1.:
.255* I .360** 1 0.148 1 .305* I 0.037 0.203 1 0.020 I 0.196 1 .252* 1 .332** 1 1.000 NMD ! 0.040) i (0.003) 1 (0.238) 1 (a014) I (0.771) I (0.008) I (0.104) I (0.872) I (0.118) l J0.043 . 1 (0.007) . I _
OID 0.237 I .307* I 0.162 I .398** 1 0.088 1 311* I 0.030 I -0.071 I 0.208 i .280*
1 0.201 1
'652**
II
• :
1
1 I Variable I MDCP I MDBD I MDAC I MDRM I MDDC I MDRC I MDIG I MDGB 1 MDOD I MDCO . MDSH NMD
1 MDBD - .407**
----ti 1.000
I 4 i . . i
. . . . . , : 4' i .(0. 0011 ■ I
I
(0.312) (0.644) (1.000) : (0.668) 1 0.712). (0.240) (0.598) I (0.743) .
: MDCO 1 .342** 0.020 .449** -0.041 I -0.204 : .559** 1 .589** I 0.236 : -0.064l.000
--t I 10.005) ; (0.873) 4 (0.000) (0.745) (0.104) 1 (0.000) (0.000) : (0.059) i (0.612) .
254
Table 4.7.2b: Pearson's correlation coefficients combining dependent and independent variables of oil & gas sector
Variable MDCP 1 MDBD 1 MDAC 1 MDRM 1 MDDC I MDRC 1 MDIG 1 MDGB 1 MDOD 1 MDCO I MDSH 1 NMD OID
ROE
1 RONW 1
ROA i 1
0.139 i 0.237 I -0.165 (0.269) I J0.057) 1 (0.188) _ _ 0.011 I -0.008 1 -0.026
i
i : i 1
't I
1 I
-0.018
(0.887) -0.093
(0.459) -0.059 (0.639) -0.087
(0.491)
I
i . 1 I
1 t 1 i
-0.234
(0.060) -0.198 (0.114)
-0.054 (0.670) -0.038 (0.764)
I -0.014
1 (0.914) : -.325**
! J9.0081
1 -0.080 I (0.527) I -0.168 I (0.182)
I .259* I 0.158
I (0.037) 1 (0.209)
_ . _ ; 0.048 : 0.178 I (0.702) i (0.155)
I 0.076 i 0.094
I (0.547) I (0.455) 1 0.091 i -0.015 I (0.469) 1 (0.907)
I
1 1 I
; I
I
-0.046
(0.718) -0.030 (0,814)
0.052 (0.679) 0.087
(0.489)
I
I ! !
i I I
I
0.222
(0.075) --
-0.109
(0.386)
-0.049 (0.699) _ -0.053
(0.677)
0.042
I (0.742) : -
1 -0.117
I (0.353)
ti 0.091 • i (0.470)
I 0.062
I (0.621)
I -0.101
I (0.425) _., .• -
1 -0.066 1 (0.599)
I 0.007 t 1 (0.959) _ _
1 0.013 II I (0.919)
-0.062
(0.623)
-0.177 (0.1591
-0.113 ...,
(0.37) -0.130
(0.301)
ROCE 1
(0.928) I (0.946) i (0.836) 0.154 I 0.037 : 0.119
Li0.221)._ I (0.767) I (0.347) 0.124 1 0.014 I 0.230
(0.325) I (0.910) I (0.065) Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) 1 Correlation of MDMC cannot be computed because this variable has a constant value that reflects an absence of disclosure and hence deleted from this table. N = 65
255
4.7.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.7.3a summarises the
results of the four regression models used for the purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.7.3a: Summary of regression models of oil & gas sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.690 0.476 0.342 3.559 0.001 4.209
2 0.537 0.289 0.107 1.593 0.118 0.246
3 0.437 0.191 -0.016 0.924 0.536 0.181
4 0.559 0.312 0.137 1.781 0.072 0.092
Since R2 is larger in model 1 as seen in table 4.7.3a, our final multiple
regression model is model 1. The model explains 47.6% of the
variability in the dependent variable. As seen in table 4.7.1 earlier,
there is an absence of disclosure with regard to variable MDMC in the
oil & gas sector thereby being constant or have missing correlation.
This variable is therefore deleted from the current analysis. The
regression is described in the following modified model:
ROE = a + PiMDCP + p2MDBD + p3MDAC + P4MDRM + p5MDDC +
p7mDRc p8MDIG + p9MDGB + piompop piimcco p12mDsH
pi3Nmp 13140ID + E
256
Company's philosophy
Companies while providing disclosure on their philosophy of
governance, explains it as an abstract term applicable • to companies
other than themselves. They disclose their understanding of
governance by quoting various definitions of the same. They fail to
disclose the efforts and steps they would undertake to provide good
governance. Although, these abstract philosophies increase their
disclosure scores, it fails to impact performance as seen in table 4.7.3b
that shows a lack of significance for variable MDCP. We therefore
reject this hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We find evidence at 1%
level of the significance for variable MDBD in table 4.7.3b. We therefore
accept the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
This variable experiences a complete disclosure practice. Results
indicate that this sector has the appropriate board structure, productive
meetings and sufficient policy changes causing increase in
performance.
257
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This becomes even more evident by
the regression results in table 4.7.3b showing no significance towards
variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance.
IV Risk management committee
Risk management is relevant for mitigating the effects of various risks
arising from operations, management, industry, services, market,
politics, credit, liquidity, disaster, systems, legal matters, frauds, thefts,
claims or professional negligence. These may be in the nature of
financial, non-financial, insurable, transferable, retainable, avoidable
and non-avoidable risks. Unmanaged business risks have several
consequences such as shareholders wealth erosion and lack of viability
and goodwill. The basic procedures in management of risks are
identification, assessment and control. Improper management results
in time wastage and financial losses. The importance of variable
MDRM at 5% level of significance is evident from table 4.7.3b. Hence
we accept the hypothesis:
H4: Procedures related to risk management committee influences
performance.
258
V Management committee
There is a total absence of disclosure with regard to variable MDMC
(table 4.7.1), thereby being constant or have missing correlation. This
variable is therefore deleted from the current regression analysis
model, disproving our hypothesis:
H5: Pro-cedures related to management committee influences
performance.
VI Directors' committee
In chapter three, table 3.7.1 provides evidence that only one company
from a total sample of 13 companies has contributed towards
disclosure for variable MDDC. Rest of the companies does not have a
directors' committee. This information has proved insignificant in
testifying our hypothesis:
H6: Procedures related to directors' committee influences
performance.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.7.3b testify to the importance of variable MDRC at 5%
level of significance, we therefore accept the hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
But the negative association clarifies the present role of the
remuneration committee as being unproductive. Results prove that this
259
disclosure is at its nascent stage and need to be developed to its full
potential. Adversely it will affect the performance and an additional
cost is incurred in accommodating the directors.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.7.3b provide evidence at 10%
level of the significance for variable MDIG, while it experiences a
complete disclosure practice. But since we consider only 5%
significance level we reject this hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
This indicates that this sector follows the required procedures of this
committee and is initiating policy changes that are gradually impacting
the attitude of shareholders and thereby influencing performance.
260
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.7.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.7.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure. In chapter three, table 3.7.1, we find that there is an
average or moderate disclosure for two items and an absence of
disclosure is noticed for the rest two items in this category, causing us
to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
261
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events such as the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet. Results in table 4.7.3b
provide evidence at 1% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Hu: Means of communication influences performance.
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Shareholders of aging
262
companies show poor levels of participation towards growth and
expansion of their companies. On the other hand, companies
undergoing expansion, globalisation and transformation benefit from
this disclosure. The shareholders, potential shareholders, creditors and
the consumers of these companies are impacted by this disclosure.
They analyse this information more closely and are more critical,
pushing the performance level even higher, thereby influencing
performance. This is evident from table 4.7.3b testifying to 1% level of
significance of variable MDSH, thus proving our hypothesis:
H12: General shareholder information influences performance.
This sector is experiencing a shift in management from public sector
undertakings to non-public sector undertakings with the government
of India giving up its majority stakes to other financial institutions and
the public at large. This phase of transformation has resulted in a
negative influence on performance.
KIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
263
The regression result in table 4.7.3b provides no evidence of the
significance of variable NMD. The main reason for this is the
inadequate contribution from companies towards disclosure of training
to directors, their clearly defined responsibilities and peer group
evaluation mechanism of their performance, a regime of unqualified
financial statements and mechanism for employees to report unethical
practices. Hence we reject this hypothesis:
H13: Non-mandatory disclosures influence performance.
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. Table
4.7.3b provides no evidence of the significance of variable OID. The
main reason for this is the inadequate contribution from companies
towards disclosure on various certificates of compliance. Hence we
reject this hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
264
Table 4.7.3b: Regression results of oil & gas sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) -0.065 21.689 -0.003 0.998
MDCP -0.032 0.947 -0.005 -0.034 0.973
MDBD 1.230** 0.280 0.603 4.394 0.000
MDAC -0.441 0.375 -0.169 -1.175 0.245
MDRM 3.283* 1.591 0.306 2.063 0.044
MDDC -1.084 0.854 -0.177 -1.269 0.210
MDRC -0.369* 0.184 -0.348 -2.003 0.050
MDIG 0.285 0.168 0.302 1.697 0.096
MDGB -0.072 0.182 -0.052 -0.395 0.694
MDOD 0.382 0.884 0.049 0.432 0.667
MDCO 1.088** 0.302 0.829 3.602 0.001
MDSH -0.630** 0.226 -0.544 -2.789 0.007
NMD -1.536 1.060 -0.219 -1.449 0.153
OID -0.155 0.109 -0.220 -1.426 0.160
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 65
S.C.: Standard coefficients
265
4.8 PERFORMANCE AND GOVERNANCE IN TRANSPORT
EQUIPMENTS SECTOR
The BSE-500 index constituents of December 8, 2005 have 44 companies
in the transport equipments sector of which 30 are selected as per the
sampling procedure followed for the purpose of this study. The study
analyses performance and governance in this sector for five years from
2001-02 to 2005-06.
4.8.1 Descriptive statistics analysis
Table 4.8.1 presents the descriptive statistics of independent variables
in the transport equipments sector for five years from 2001-02 to 2005-
06 having 150 observations. The analysis reveals that variable MDSH
has the highest disclosure indicating an outstanding disclosure
practice. This is followed by variables MDAC and MDCP which have
above 80% disclosure reflecting a complete disclosure practice.
Variables MDIG and MDBD have 78% disclosure. On the other hand,
variable MDDC having the least disclosure reflects a total absence of
disclosure, while variables MDRM, MDMC and NMD indicate an
incomplete disclosure practice.
The table also shows that the maximum total score attained is 368 and
the minimum total score is 284. A further analysis of the average total
score of 313 with dispersion measured at 19.13 reveals that 68% of the
companies have a score in the range of 294 to 332 points, which is 53%
to 60% disclosure, indicating a moderate disclosure practice. Only 5%
of the companies have a score above 351 to 368 i.e. 64% to 67%
disclosure. This results in an average disclosure of 57% for the entire
sector.
266
Table 4.8.1: Descriptive statistics of transport equipments sector
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 3 5 4.01 0.79 80.20
Board of directors MDBD 26 37 31.33 2.31 78.33
Audit committee MDAC 35 45 39.87 3.00 88.60
Risk management committee MDRM 6 15 6.50 1.68 21.67
Management committee MDMC 3 10 3.40 1.52 22.67
Directors' committee MDDC 3 3 3.00 0.00 20.00
Remuneration committee MDRC 10 32 19.09 5.76 47.73
Investors' grievance committee MDIG 38 42 39.19 1.63 78.38
General body meetings MDGB 8 30 13.41 5.09 44.70
Other disclosures MDOD 8 11 9.02 0.38 45.10
Means of communication MDCO 15 34 23.95 5.60 68.43
General shareholder information MDSH 60 75 70.35 3.21 93.80
Non-mandatory disclosures NMD 10 32 11.39 2.83 22.78
Other items of disclosures OID 31 64 38.83 6.65 38.83
Total score CGI 284 368 313.33 19.13 56.97
Note: N = 150
267
4.8.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.8.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.8.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.8.2a shows variables MDCP and MDCO are at their significant
level with almost all other variables. The highest significant level is
between variable MDCO and variable MDCP and the Pearson's
correlation coefficient is 0.488. Variable MDCP is also reaching the
significant level with variable MDSH, with a Pearson's correlation
coefficient equal to 0.484.
In table 4.8.2b, we find that dependent variable ROE is significantly
Correlated with six independent variables, with the highest Pearson's
correlation coefficient equalling to 0.413 with variable MDRM. Rest of
the dependent variables are not influenced by more than three
independent variables.
268
Variable MDCP MDBD MDAC MDRM MDMC MDRC MDIG MDGB j MDOD MDCO MDSH NMD
MDBD .311** I 1.000 (o.00p)
MDAC _ _ .386** .393** I 1.000 0.000 (0.000 . .331** 0.092 0.137 1.000 MDRM
(0.000) - I (0.261) I (0.096)
MDMC •193* 0.077 : 0.136 .471**
(0.018) I (0.349) I _(0.097) (0.000 .429** -0.121 -0.014 .280** .294** 1.000 MDRC
10.000) ; (0.140) i (0.86 _(0.001) 0.000) 0.077 I -0.026 -0.155 -0.028
0.143 I (0.081)
.181* J0.027) (0.509) (0.696 I (0.846) (0.864)
.488** -0.005 .253** .206* 0.055 MDCO
(0.000) (0.9481_1_(0.002) (0.0111 (0.502)
.484** -0.076 0.131 0.102 0.044 MDSH
(0.000) (0.355) (0.110) (0.214) (0.591)
0.071 .288** : .417** -0.147 -0.068 NMD
0.389) (0.000) (0.000 0.072 0.409)
.203* I -0.045 0.088 .181* -0.153 OID
(0.013) I (0.587) (0.287) (0.027) (0.061)
(0.349) (1755) (0.05D
(0.954 I J0.108) (0.335 (0.59 (0.272) (0.702) . 0.054 I 0.032 -0.016 -0.014 -0.060 -.258** 1 0.010 ' 1.000
(0.467) (0.001) (0.906) .423** 0.075 1 -0.049 1 .170* 1.000
(0.733) (0.424) (0.859) -0.005 I 0.132 0.079 0.043 0.090 0.032 : 1.000
0.066 0.015 1.000
(0.000) I (0.360) (0.548) (0.038) .440** -0.044 I 0.124 I .363** .394** I 1.000 (0.000) (0.596) (0.130) I (0.000) (0.000) -0.059 -0.136 -0.156 -0.020 0.082 -0.082 1.000 (0.471) (0.098) (0.057) (0.807) (0.317) (0.320) 0.142 -0.012 .211** 0.093 .257** .272** 0.096
(0.084) (0.887) (0.010) (0.258) (0.001) (0.001) (0.241)
Table 4.8.2a: Pearson's correlation coefficients combining independent variables of transport equipments sector
269
Table 4.8.2b: Pearson's correlation coefficients combining dependent and independent variables of transport equipments sector
OID .289** 1
(0.000JLi 0.016
(0.846y, 0.107
__(0.192) 1 0.118
(0.149) 1 Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) Correlation of MDDC cannot be computed because this variable has a constant value that reflects an absence of disclosure and hence deleted from this table. N = 150
Variable MDCP MDBD MDAC MDRM MDMC I MDRC MDIG MDGB MDOD I MDCO I MDSH NMD
ROE
RONW 1
ROCE
ROA
.243** (0003) 0.045
(0.580) 0.142
0.063 (0.441)
1
1
1 !
1 1
0.148 (0071) 0.068
_(0.405) 0.110
0.033 (0.686)
1
1
1 1
0.149 (0.068) -.311** (0.000) -0.145
-.194* (0.017)
.413** I (0.000) 1 0.148 1 (0.070) 1 •345**
goo()) .325**
1 (0.000)
-0.101 (0.220)
i -0.150 1 (0.067) 1 -0.050
(0.541) -0.004 (0.963)
.166* 1 (0.042)
0.110 r1 (0182) 1 .233** 1 (0.04) 1 .198* ! (0.015)
1 -.221** (0.007)
1 .305** (0.000)
1 0.129 I (0.116) 1 .165* 1 (0.044)
1
1
1
0.062 (0.450) 0.067
(0.415) -0.015 (0.857) 4 -0.013 i (0.876)
1 0.041 (0.6161 -0.097
_(0.23_91 4 0.004 0.958)
-0.011 1
(0.896) 1
.402** (0.000)
-0.027 (0.746)
1 .290** (0.00) 0.141
(0.084)
1 0.103 (02209) 0.006
(O.9 0.055
(0.503) 0.074
(0.369)
1
1
1 1 1
1
0.011 (0.8961
-0.024 (0.767)
-0.087 (0.291 -0.089 (0.278)
270
4.8.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.8.3a summarises the
results of the four regression models used for the purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.8.3a: Summary of regression models of transport equipments sector
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.679 0.461 0.410 8.954 0.000 4.139
2 0.609 0.371 0.311 6.174 0.000 0.203
3 0.593 0.352 0.290 5.672 0.000 0.126
4 0.515 0.265 0.194 3.767 0.000 0.066
Since R2 is larger in model 1 as seen in table 4.8.3a, our final multiple
regression model is model 1. The model explains 46.1% of the
variability in the dependent variable. As seen in table 4.8.1 earlier,
there is an absence of disclosure with regard to variable . MDDC in the
transport equipments sector thereby being constant or have missing
correlation. This variable is therefore deleted from the current analysis.
The regression is described in the following modified model:
ROE = a + 131MDCP + 132MDBD + 133MDAC + 134MDRM + P5MDMC +
p7mDRc 138MDIG + 139MDGB + 1310MDOD + 1311MDCO + 1312MDSH +
pi3Nmp 13140ID + £
271
Company's philosophy
Companies while providing disclosure on their philosophy of
governance, explains it as an abstract term applicable to companies
other than themselves. They disclose their understanding of
governance by quoting various definitions of the same. They fail to
disclose the efforts and steps they would undertake to provide good
governance. Although, these abstract philosophies increase their
disclosure scores, it fails to impact performance as seen in table 4.8.3b
that shows a lack of significance for variable MDCP. We therefore
reject this hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
II Board of directors
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We find evidence at 5%
level of the significance for variable MDBD in table 4.8.3b. We therefore
accept the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
This variable experiences a complete disclosure practice. Results
indicate that this sector has the appropriate board structure, productive
meetings and sufficient policy changes causing increase in
performance.
272
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This becomes even more evident by
the regression results in table 4.8.3b showing no significance towards
variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance.
IV Risk management committee
Risk management is relevant for mitigating the effects of various risks
arising from operations, management, industry, services, market,
politics, credit, liquidity, disaster, systems, legal matters, frauds, thefts,
claims or professional negligence. These may be in the nature of
financial, non-financial, insurable, transferable, retainable, avoidable
and non-avoidable risks. Unmanaged business risks have several
consequences such as shareholders wealth erosion and lack of viability
and goodwill. The basic procedures in management of risks are
identification, assessment and control. Improper management results
in time wastage and financial losses. The importance of variable
MDRM at 1% level of significance is evident from table 4.8.3b. Hence
we accept the hypothesis:
H4: Procedures related to risk management committee influences
performance.
273
V Management committee
The management committee consists of senior management personnel
who are members of its core management team excluding the board of
directors. This comprises of members of management one level below
the executive directors, including the functional heads. They make
_ disclosures to the board relating to all material, financial, and
commercial transactions, where there is a personal interest, which may
have a potential conflict with the interest of the company at large
[clause 49(IV)(F)]. In table 4.8.3b, we find evidence of the importance of
variable MDMC at 1% level of significance. Hence we accept the
hypothesis:
H5: Procedures related to management committee influences
performance.
But the negative association clarifies the present role of the
management committee as being unproductive. Results prove that this
disclosure is at its nascent stage and need to be developed to its full
potential. Adversely it will affect the performance and an additional
cost is incurred in accommodating such management.
VI Directors' committee
There is a total absence of disclosure with regard to variable MDDC
(table 4.8.1), thereby being constant or have missing correlation. This
variable is therefore deleted from the current regression analysis
model, disproving our hypothesis:
H6: Procedures related to directors' committee influences
performance.
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
274
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.8.3b testify to the insignificance of variable MDRC,
we therefore reject the hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
The main reason for this is the inadequate role played by the
remuneration committee and it needs to be developed to its full
potential.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.8.3b provide evidence at 1%
level of the significance for variable MDIG. We therefore accept the
hypothesis:
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
275
However this variable is negative association with performance,
although it experiences a complete disclosure practice. This indicates
that this sector follows the required procedures of this committee and
is initiating policy changes. But these changes are yet to impact the
attitude of shareholders as they are initiated only during the latter part
of this study .
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.8.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.8.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure, causing us to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
276
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events such-as-the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
information furnished to any business/market analyst. These are easily
accessible through newspapers and internet. Results in table 4.8.3b
provide evidence at 1% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Means of communication influences performance.
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Aging companies have a strong
277
shareholder base, market base, product recognition, brand recognition
research and development, finance availability, loans from creditors
and financial institutions and government backing. Little needs to be
done in terms of wooing the shareholders, creditors and the
consumers. Shareholders are already familiar with the information
provided and-therefore tend to have a laid back, taken for granted and
over confident attitude. They show poor levels of participation towards
growth and expansion of their companies. These factors contribute to
the lack of significance of variable MDSH with performance, thus
disproving our hypothesis:
H12: General shareholder information influences performance.
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted.
The regression result in table 4.8.3b provides no evidence of the
significance of variable NMD. The main reason for this is the
inadequate contribution from companies towards disclosure of training
to directors, their clearly defined responsibilities and peer group
278
evaluation mechanism of their performance, a regime of unqualified
financial statements and mechanism for employees to report unethical
practices. Hence we reject this hypothesis:
H13: Non-mandatory disclosures influence performance.
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. Table
4.8.3b provides no evidence of the significance of variable OID. The
main reason for this is the inadequate contribution from companies
towards disclosure on various certificates of compliance. Hence we
reject this hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
279
Table 4.8.3b: Regression results of transport equipments sector
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) 29.820 17.804 1.675 0.096
MDCP -0.243 0.645 -0.036 -0.377 0.707
MDBD 0.401* 0.177 0.172 2.271 0.025 -
MDAC - - -0.087 0.153 -0.048 -0.568 0.571
MDRM 1.441** 0.257 0.450 5.610 0.000
MDMC -1.098** 0.278 -0.311 -3.953 0.000
MDRC 0.010 0.082 0.011 0.120 0.904
MDIG -0.812** 0.231 -0.246 -3.514 0.001
MDGB 0.066 0.073 0.063 0.910 0.365
MDOD -1.014 1.085 -0.071 -0.935 0.351
MDCO 0.381** 0.079 0.396 4.809 0.000
MDSH -0.124 0.145 -0.074 -0.855 0.394
NMD -0.081 0.146 -0.043 -0.556 0.579
OID 0.073 0.059 0.091 1.243 0.216
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 150
S.C.: Standard coefficients
280
4.9 PERFORMANCE AND GOVERNANCE IN TOTAL SECTOR
SAMPLE
As per the sampling procedure followed, 170 companies which amount
to the total sector sample are selected for the purpose of this study
from the BSE-500 index constituents of December 8, 2005. The study
--analyses performance and governance in eight sectors for five years
from 2001-02 to 2005-06.
4.9.1 Descriptive statistics analysis
Table 4.9.1 presents the descriptive statistics of independent variables
in the total sector sample for five years from 2001-02 to 2005-06 having
850 observations. The analysis reveals that variable MDBD has the
highest disclosure followed by variables MDSH, MDAC, MDCP and
MDIG. These variables indicate a complete disclosure practice. On the
other hand, variables MDDC, MDRM, MDMC and NMD indicate an
incomplete disclosure practice.
The table also shows that the maximum total score attained is 444 and
the minimum total score is 224. A further analysis of the average total
score of 301 with dispersion measured at 34.38 reveals that 68% of the
companies have a score in the range of 267 to 336 points, which is 48%
to 61% disclosure, indicating a moderate disclosure practice. Only 5%
of the companies have a score above 370 to 444 i.e. 67% to. 80%
disclosure. The overall average disclosure is 55% for all the sectors.
281
Table 4.9.1: Descriptive statistics of total sector sample
Variables Notation Min. Max. Mean S.D. % Dis.
Companies' philosophy on governance MDCP 2 5 3.85 0.84 77.00
Board of directors MDBD 22 40 32.98 . 3.38 82.45
Audit committee MDAC 12 80 35.01 5.86 77.80
Risk management committee MDRM 6 24 7.53 3.57 25.10
Management committee- - - - MDMC 3 13 4.11 2.52 27.40
Directors' committee MDDC 3 15 3.52 1.84 23.47
Remuneration committee MDRC 8 36 19.24 6.00 48.10
Investors' grievance committee MDIG 21 50 38.27. 6.08 76.54
General body meetings MDGB 6 30 14.27 4.32 47.57
Other disclosures MDOD 4 18 9.25 1.83 46.25
Means of communication MDCO 11 35 20.72 5.45 59.20
General shareholder information MDSH 38 75 61.10 8.99 81.47
Non-mandatory disclosures NMD 10 44 14.19 4.63 28.38
Other items of disclosures OID 27 83 37.78 7.43 37.78
Total score CGI 224 444 301.81 34.38 54.87
Note: N = 850
282
4.9.2 Correlation analysis
The strength of relationship between variables is measured by this
method. The independent variables are examined for multicollinearity
and the degree of tolerance in table 4.9.2a, while the dependent
variables are combined with independent variables in order to analyse
the correlation between them in table 4.9.2b.
We use Pearson's correlation coefficient to study the level of tolerance
and association between each variable. Although many variables are
reaching their 0.01 level of significant with each other, the Pearson's
correlation coefficient generally does not go beyond the scope of a
reasonable limit of 0.8 and therefore does not pose a problem for the
multiple regression models.
Table 4.9.2a shows variables MDIG and MDSH are at their significant
level with almost all other variables. The highest significant level is
between variable MDIG and variable MDSH and the Pearson's
correlation coefficient is 0.652. Variable MDIG is also reaching the
significant level with variable MDBD, with a Pearson's correlation
coefficient equal to 0.611.
In table 4.9.2b, we find that dependent variable ROA is significantly
correlated with all independent variables, with the highest Pearson's
correlation coefficient equal to 0.421 with variable MDSH.
On the contrary, dependent variable ROA is negatively correlated with
independent variable MDRM, with a Pearson's correlation coefficient
eauallina to -0.346.
283
0.512) a (0.710) (0.423)i (0.000) I (0.003). :
.179** i .299** .309** -.319** 1 -.205**
MDOD -0.034 i .113** .205** -.110** 0.046
MDGB i-- 1 : ' _(0.008) _(0.000) ! (0.000) 1 (0.000) : 0.017) ;
.091** 1 .307** .160** ' -.143** ' -.082* 1
-1
Table 4.9.2a: Pearson's correlation coefficients combining independent variables of total sector sample
Variable MDCP MDBD MDAC MDRM MDMC MDDC MDRC MDIG MDGB MDOD MDCO
MDBD .174** 1.000
(0.000) . ;
MDAC .269** .419** 1.000 (0.000) ; (0.000)
.089** 1 -.155** -.132** 1.000 MDRM
.1 (0.01_0) .10.000) ; (0.000) - .069* -.097** -.101** 1 .654** 1.000
(0.045) .... (0.005) (0.003) ; (0.000)
0.023 -0.013 0.027 .234** .103**
MDMC
(0.000) 1 (0.000) (0.000) (0.000) : (0.000) .232** I .611** .568** : -.312** 1 -.118**
1 _ (0.000) I (0.000) (0.000)_; (0.000) 1(0.001) !
(0.328) (0.001) (0.000) (0.001) (0.183) .260** .196** .495** -.218** -.140** 0.000) ..._(0.000) (0.000) (0.000) 0.000) .120** ; .348** .583** -.497** -.336** • (0.000) (0.000) 0.000) (0.000) (0.000)
.103** .261** .179** .092** .._ .191** _(0.003) (0.000) (0.000). (0.007) (0.000) .291** 1 .287** .297** -.074* -.078*
(0.000) (0.000) (0.000) (0.030) (0.022)
.085*
(0.013) -0.065 (0.059)
-.097** (0.005)
0.005
(0.876) 0.025
(0.470)
-.161** (0.000)
.267** (0.000) 0.039
(0.261)
1- 1
1 1
•
1.000 .
.330**
(0.000)
.189** (0.000)
.314**
_(0.000) .447** (0.000)
.417** (0.000)
.451** (0.om) .377**
(0.000)
i 1.000
i .
a .253** I pool))
.295**
(0.000) .496** (0.000)
.652** 0.000)
.218**
(p.000) .313**
(0.000)
1 -4.
.
1.000
.077*
10.025) 0.065 0.059)
.239** (0.000)
.090**
_(0.008)
.200**
(0.000)
1.000
.341** 1.000 0.000)
.308** .591** 1.000 0.000) (0.000). . . .463** .261** 0.063 1.000 (0.000) (omoo) (0.068) . .336** .408** .352** .413** (0.000) (0.000) (0.000) (0.000)
MDCO
MDSH
NMD
OID
MDIG -1-- ,_.
284
NMD OID .153** 1 .269** 1
(0.000) (0.00(9i -.091** 1 -0.032 0.008) (0.356) 0.058 1 .193** 1
j0.08911. (0.000) .102** J .218** (0.003) F(0.000) 1
Table 4.9.2b: Pearson's correlation coefficients combining dependent and independent variables of total sector sample
Variable MDCP j MDBD MDAC MDRM MDMC MDDC j MDRC j MDIG MDGB MDOD MDCO MDSH
ROE
RONW
ROCE
ROA
.198**
(0.000)
0.055
(0.106)
.127**
I (0.000) I 0.065
(0.059) .228**
.069*
...(0.043) 0.005
(0.889) I -.314**
(0.000) -.346** (0.000)
-0.030
(0.376) -0.060 (0.080) i -.264** (0.000) -.283** (0.000)
- -0.036
(0.765) -.128**
(0.000) -.135** (0.000)
.137** (0.000 -0.017 (0.622) .300** (0.000) .310** (0.000)
0.042 0.220 -0.022 (0.530) .243**
(0.000) .297** (0.000) ;
0.064 (0.062) -0.058 (0.091) .071*
(0.039) .070*
(0.042)
.085* L .247** .136** 0.013 (0.000) J0.000)
-.158** _ ..1 0.056 .067* (0.000) (0.104 0.050 j .105** .343** .396** 1 (0.002) (0.00(:(0.000) .145** 1 .336** .421' (0.000)1 (0.000) (0.000)
0.048 10.163)
.087*
(0.011) j
-.097** (0.005) .110**
(0.001) .157**
(0.0001 i .267** (0.000) '
.103**
(0.003) (0.000) Notes: ** Correlation is significant at the 0.01 level (two-tailed) * Correlation is significant at the 0.05 level (two-tailed) N = 850
285
4.9.3 Regression analysis
This analysis helps us to develop a statistical model that can be used to
predict the value of a dependent variable based on the values of
multiple variables. We proceed to testify the hypotheses of this study
with various multiple regression models. Table 4.9.3a summarises the
results of the.four regression models used forthe purpose of this study.
The model that explains the maximum variability in the dependent
variable is selected.
Table 4.9.3a: Summary of regression models of total sector sample
Model R R2 Adjusted- R2 F-Test Sig. Std. error
1 0.393 0.154 0.140 10.899 0.000 5.290
2 0.264 0.070 0.054 4.464 0.000 0.210
3 0.475 0.225 0.212 17.347 0.000 0.122
4 0.499 0.249 0.237 19.813 0.000 0.075
Since R2 is larger in model 4 as seen in table 4.9.3a, our final multiple
regression model is model 4. The model explains 24.9% of the
variability in the dependent variable. The regression is described in the
following model:
ROA = a + PiMDCP + P2MDBD + P3MDAC + p4MDRM + p5MDMC +
p6mDpc 137mDRc p8MDIG + p9MDGB + PioMDOD + p11MDCO +
p12mDsH 1313Nmp + 131401D £
Company's philosophy
Companies while providing disclosure on their philosophy of
governance, explains it as an abstract term applicable to companies
other than themselves. They disclose their understanding of
governance by quoting various definitions of the same. They fail to
disclose the efforts and steps they would undertake to provide good
governance. Although, these abstract philosophies increase their
disclosure scores, it fails to impact performance as seen in table 4.9.3b
286
that shows a lack of significance for variable MDCP. We therefore
reject this hypothesis:
Hi : Company's philosophy on corporate governance affects
performance.
II Board of directors -
Clause 49(I)(A) provides explanation on the composition and
constitution of the board. The board has an optimum combination of
executive, non-executive and independent directors. There is a limit on
chairmanship and membership of committees held by directors. This
disclosure also monitors the number of board meetings and attendance
of directors. The composition and constitution of the board provides
the atmosphere and environment required for functioning of the board.
On the other hand the policy decisions taken at board meetings
determine the performance of the company. We do not find evidence
of the significance for variable MDBD in table 4.9.3b. We therefore
reject the hypothesis:
H2: Composition and conduct of board of directors influences
performance.
Although this variable experiences a complete disclosure practice and
results indicate an appropriate board structure, yet it fails to impact
performance. The main reason for this is the rapid global expansion,
technology changes and increase in research and development by
utilisation of business revenues. Hence it currently reflects in lack of
significance for performance.
III Audit committee
The audit committee mainly performs the function of overseeing the
company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct,
sufficient and credible. It also makes recommendations to the board
287
after reviewing various reports and statements. It is therefore only
indirectly linked to performance. This becomes even more evident by
the regression results in table 4.9.3b showing no significance towards
variable MDAC. We therefore reject the hypothesis:
H3: Composition and conduct of audit committee influences
performance,
IV Risk management committee
Risk management is relevant for mitigating the effects of various risks
arising from operations, management, industry, services, market,
politics, credit, liquidity, disaster, systems, legal matters, frauds, thefts,
claims or professional negligence. These may be in the nature of
financial, non-financial, insurable, transferable, retainable, avoidable
and non-avoidable risks. Unmanaged business risks have several
consequences such as shareholders wealth erosion and lack of viability
and goodwill. The basic procedures in management of risks are
identification, assessment and control. The importance of variable
MDRM at 5% level of significance is evident from table 4.9.3b. Hence
we accept the hypothesis:
H4: Procedures related to risk management committee influences
performance.
However it has a negative association with the performance variable
indicating that improper management has resulted in time wastage
and financial losses.
V Management committee
The management committee consists of senior management personnel
who are members of its core management team excluding the board of
directors. This comprises of members of management one level below
the executive directors, including the functional heads. They make
disclosures to the board relating to all material, financial and
288
commercial transactions, where there is a personal interest, which may
have a potential conflict with the interest of the company at large
[clause 49(IV)(F)I. In table 4.9.3b, we find evidence of the importance of
variable MDMC at 1% level of significance. Hence we accept the
hypothesis:
H5: Procedures related. .to - management committee influences
performance.
But the negative association clarifies the present role of the
management committee as being unproductive. Results prove that this
disclosure is at its nascent stage and need to be developed to its full
potential. Adversely it will affect the performance and an additional
cost is incurred in accommodating such management.
VI Directors' committee
The directors' committee is constituted to consider and recommend to
the board matters regarding annual operating plans, business
restructuring proposals, acquisitions, disinvestments, business and
strategy review, long term financial projections, introduction of new
products, sale of companies' investments and raising of finance. In
table 4.9.3b, the importance of variable MDDC at 1% level of
significance is evident. Hence we accept the hypothesis:
H6: Procedures related to directors' committee influences
performance.
But the negative association clarifies the present role of the directors'
committee as being unproductive. Results prove that this disclosure is
at its nascent stage and need to be developed to its full potential.
Adversely it will affect the performance and an additional cost is
incurred in accommodating such directors.
289
VII Remuneration committee
Clause 49(IV)(E) provides guidelines for the remuneration committee.
This committee formulates the remuneration policy and details of
remuneration paid to all the directors. The criteria of making payments
to non-executive directors and the number of shares and convertible
instruments held by them are also monitored. Policies and procedures
followed in making payments to directors influences their individual
performance and thereby the performance of companies at large.
Results in table 4.9.3b testify to the importance of variable MDRC at 5%
level of significance, we therefore accept the hypothesis:
H7: Policies and procedures related to remuneration committee
affects performance.
VIII Shareholders/ investors' grievance committee
Investors rights are protected by SEBI and their grievances are
redressed. The purpose of the committee is to look into the redressal of
investors' complaints like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividend, etc. The power of share
transfer is delegated to an officer or a committee or share transfer
agent. The delegated authority attends, at least once in a fortnight, to
share transfer formalities and number of shareholders' complaints
received yet not solved to their satisfaction and the number of pending
complaints.
The procedures followed are mainly administrative in nature and have
little influence on performance. On the other hand, policies adapted
impact the attitude of shareholders and thereby the performance at
large. The regression results in table 4.9.3b provide no evidence of the
significance of variable MDIG although this variable experiences a
complete disclosure practice. We therefore reject the hypothesis:
290
H8: Policies and procedures of shareholders/ investors' grievance
committee affect performance.
This indicates that this sector follows the required procedures of this
committee but fails to have policies that impact the attitude of
shareholders.
IX General body meetings
Procedures of the general body meetings relating to information such
as location and time of last three AGMs and the use of postal ballots for
passing special resolutions, details of voting pattern, person
conducting the postal ballot and proposed special resolution to be
conducted through postal ballot are investigated through this
disclosure. The regression analysis in table 4.9.3b provides no evidence
of the significance of variable MDGB. The main reason for this is the
inadequate disclosure from companies towards the use of postal
ballots. Hence we reject this hypothesis:
H9: Policies and procedures related to general body meetings affects
performance.
X Related party transactions and penalties
Disclosure on materially significant related party transactions that may
have potential conflict with the interests of the company as per clause
49(IV)(A) and penalties for non-compliance imposed by SEBI or any
statutory authority, on any matter related to capital markets does not
affect performance as per variable MDOD in table 4.9.3b. The main
reason for this is the inadequate contribution from companies towards
this disclosure, causing us to reject this hypothesis:
Hio: Disclosures on related party transactions and penalties affects
performance.
291
XI Means of communication
The influence of means of communication such as newspapers and
websites on performance is analysed. Existing and potential
shareholders exhibit confident in the business of companies in this
sector and are therefore satisfied with current financial results and
events . such as the quarterly and annual financial results, official news
releases, presentations made to institutional investors or analysts and
-4 information furnished to any business/market analyst. These are easily
accessible through newspapers and internet. Results in table 4.9.3b
provide evidence at 5% significance level of the role played by variable
MDCO in promoting companies to potential shareholders, creditors
and the consumers and thus influencing performance. We therefore
accept the hypothesis:
Means of communication influences performance.
XII General shareholder information
Information provided to the general shareholder is studied in relation
to its influence on performance. This information includes disclosures
on AGM: date, time and venue, financial year, date of book closure,
dividend payment date, listing on stock exchanges, stock code, market
price data: high, low during each month in the last financial year,
performance in comparison to broad-based indices, registrar and
transfer agents, share transfer system, distribution of shareholding,
dematerialization of shares and liquidity, outstanding GDRs/ ADRs/
warrants or any convertible instruments, conversion data and likely
impact on equity, plant locations and address for correspondence.
This disclosure is required mainly by the existing shareholders and has
been provided by the companies long before the corporate governance
norms came into existence. We therefore notice a greater contribution
by companies towards this disclosure. Shareholders of aging
292
companies show poor levels of participation towards growth and
expansion of their companies. On the other hand, new companies that
are listed for a period of less than ten years or are undergoing
expansion, globalisation and transformation benefit from this
disclosure. The shareholders, potential shareholders, creditors and the
consumers of these companies are impacted by this disclosure. They
analyse this information more closely and are more critical, pushing
the performance level even higher, thereby influencing performance.
This is evident from table 4.9.3b testifying to 1% level of significance of
variable MDSH, thus proving our hypothesis:
General shareholder information influences performance.
XIII Non-mandatory disclosures
The non-mandatory disclosures such as benefits to non-executive
directors, specific remuneration packages for executive directors,
training provided to directors in the business model and risk profile of
business parameters, clearly defined responsibilities as directors and
peer group evaluation mechanism of their performance are factors that
influence the performance of companies. Similarly, a regime of
unqualified financial statements, mechanism for employees to report
unethical practices and direct access to the chairperson of the audit
committee are steps taken by responsible companies. Half - yearly
declaration of financial performance and summary of significant events
in the last six months being send to shareholders increases the role
played by them. These disclosures are investigated and their influence
on performance analysed and interpreted. In table 4.9.3b, we find
evidence of the importance of variable NMD at 5% level of significance.
Hence we accept the hypothesis:
H13, Non-mandatory disclosures influence performance.
293
XIV Other items included in the annual report
Other items such as the management discussion and analysis report,
certificate of compliance of code of conduct from board members,
directors, senior management personnel, brief resume of directors and
senior management personnel, pecuniary relationships and
transactions of-non-executive directors, certification by the CEO and
CFO, signature of compliance officer or the chief executive officer,
quarterly compliance report submitted to stock exchange and
certificate of compliance obtained from its statutory auditor or
company secretary are all examined along with the annual report.
This variable helps us to understand the attitude of the management,
policy decisions and various strategies that impact performance. Table
4.9.3b provides no evidence of the significance of variable OID. The
main reason for this is the inadequate contribution from companies
towards disclosure on various certificates of compliance. Hence we
reject this hypothesis:
H14: Other items of disclosures included in the annual report
influences performance.
294
4
Table 4.9.3b: Regression results of total sector sample
Unstandardized coefficients
Estimate of Beta Standard error
S.C.
Beta distr.
t-statistics P-value
(Constant) -0.025 0.034 -0.738 0.461 MDCP 0.004 0.003 0.035 1.027 0.305 MDBD -0.001 0.001 -0.038 -0.914 0.361 MDAC 0.001 . 0.001- 0.040 0.969 0.333 MDRM -0.003* 0.001 -0.110 -2.374 0.018 MDMC -0.004** 0.001 -0.119 -2.856 0.004 MDDC -0.005** 0.002 -0.106 -3.241 0.001 MDRC 0.001* 0.001 0.093 2.308 0.021 MDIG 0.000 0.001 0.030 0.600 0.549 MDGB -0.001 0.001 -0.053 -1.622 0.105 MDOD -0.002 0.002 -0.039 -1.038 0.300 MDCO 0.001* 0.001 0.085 1.983 0.048 MDSH 0.002** 0.001 0.194 3.620 0.000 NMD 0.002* 0.001 0.088 2.076 0.038 OID 0.000 0.000 0.033 0.870 0.385
Notes:
** Test for significance at the 0.01 level (two-tailed)
* Test for significance at the 0.05 level (two-tailed)
N = 850
S.C.: Standard coefficients
295