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1、<p>  外文標(biāo)題:Voluntary Disclosure of Corporate Governance Practices by Listed Australian Companies</p><p>  外文作者:Peter Collett and Sue Hrasky</p><p>  文獻(xiàn)出處:《Corporate Governance An Internatio

2、nal Review》 , 2010 , 13 (2) :188-196</p><p>  英文3786單詞,24887字符,中文5844漢字。</p><p>  此文檔是外文翻譯成品,無需調(diào)整復(fù)雜的格式哦!下載之后直接可用,方便快捷!只需二十多元。</p><p>  Voluntary Disclosure of Corporate Governance P

3、ractices by Listed Australian Companies</p><p>  Peter Collett and Sue Hrasky</p><p>  This study examines the relationship between the voluntary disclosure of information about corporate govern

4、ance practices and the intention to raise external finance. This relationship is examined by using corporate governance disclosures in the annual reports of Australian companies in 1994. Data from this year are used beca

5、use in subsequent years Australian Stock Exchange regulations influenced listed companies to make disclosures about their corporate governance practices. Regression analysis</p><p>  Keywords: Corporate gove

6、rnance, voluntary disclosure, cost of capital</p><p>  Introduction</p><p>  Recent international interest in corporate governance issues has been well-documented. Norburn et al. (2000) identify

7、 12 significant corporate governance reform initiatives across seven nations since the Treadway Commission report was published in 1987. Such initiatives are likely to be, in part, a response to corporate raids and failu

8、res, to the globalisation of capital markets, and to a related perceived need to restore or strengthen investor confidence (Cadbury, 1997; Norburn et al., 2000; La</p><p>  The purpose of this research is to

9、 examine the corporate governance disclosure practices of listed Australian companies at a time prior to when mandatory requirements for disclosure were introduced. We examine possible motivations for the voluntary discl

10、osure of governance information, and propose and estimate a model that links disclosures about governance to future financing intentions. It is useful for regulators and others interested in corporate governance to under

11、stand the propensity of co</p><p>  Diversity in corporate governance disclosure practices</p><p>  Jackson and Carter liken discretionary corporate governance disclosure decisions to chiarosc

12、uro (the management of light and shade in a picture), asserting that “management of what is lit and what remains in the shadows is purposeful, and is done for effect” (1995, p. 1). Similarly Labelle asserts that corporat

13、e governance issues have become so significant that it is likely firms use information about them for “impression management”(2002, p. 12). Even where disclosure requirements exist, ther</p><p>  Empirical e

14、vidence is consistent with these claims. For example, Sauer (1996) reports the results of a 1995 survey by the Australian Society of Certified Practicing Accountants in which it was found that 43 per cent of the top 100

15、listed Australian companies made no specific corporate governance disclosures. A number of companies disclosing corporate governance information for the first time indicated that the practices subject to disclosure had

16、been in place for some time and it was noted that</p><p>  Corporate governance disclosure requirements in Australia</p><p>  The current requirements for disclosure of corporate governance pra

17、ctices in Australia have developed from a reform process that began in the early 1990s. In 1990 Henry Bosch, Chairman of the Australian National Companies and Securities Commission (now the Australian Securities and In

18、vestment Commission), chaired a working group made up of members of leading Australian business and professional organisations. This group was formed to “discuss growing public concern about standards of corpora</p&g

19、t;<p>  The group produced a guide, Corporate Practices and Conduct, in 1991 which was revised and reissued in 1993 and 1995. The guide was intended to inform directors, auditors, accountants and investors about

20、 principles of good corporate practice and “to spread and reinforce high standards of corporate conduct” (Bosch, 1991, p. 1). As such the guide was concerned more with what constituted good or acceptable practice than w

21、ith disclosures about those practices. The guide did contain a recommendati</p><p>  The Australian Stock Exchange (ASX) developed Listing Rule 3C(3)(j) (which later became listing rule 4.10) to apply from

22、30 June 1996. This rule required a listed company to include in its annual report a statement indicating the corporate governance practices that it had followed during the reporting period. The rule was based on a simil

23、ar rule of the London Stock Exchange that had its origin in the recommendations of the 1992 Cadbury Committee report into corporate governance issues in the </p><p>  Incentives for voluntary disclosure of

24、information by organisations</p><p>  Healy and Palepu (2001) provide a comprehensive review of the voluntary disclosure literature. They note that research into voluntary disclosure decisions tends to foc

25、us on the information role of reporting for capital market participants. They identify five forces that have been found to be related to managers' decisions to voluntarily disclose information for capital market rea

26、sons:</p><p>  the capital market transactions hypothesis: firm's have incentives to make voluntary disclosures in order to reduce information asymmetry and therefore reduce the cost of external financin

27、g through reduced information risk;</p><p>  the corporate control contest hypothesis: when corporate performance is poor, managers use voluntary disclosures in an attempt to increase firm valuation and to

28、explain the poor performance, therefore reducing the risk of management job losses;</p><p>  the stock compensation hypothesis: managers who are rewarded with stock compensation have an incentive to use vo

29、luntary disclosures to reduce the likelihood of insider trading allegations, and firms have incentives to increase disclosures to reduce contracting costs with managers who receive stock compensation;</p><p>

30、;  the litigation cost hypothesis: managers have an incentive to disclose bad news to avoid legal actions for inadequate disclosure, but have an incentive to decrease disclosures of forecasts that might prove to be ina

31、ccurate;</p><p>  the proprietary costs hypothesis: voluntary disclosures will be constrained if managers perceive that disclosure could be competitively harmful.</p><p>  Voluntary disclosure

32、and capital market consequences</p><p>  Consistent with the capital market transactions hypothesis, empirical evidence suggests that, in general, voluntary disclosure is associated with positive capital m

33、arket outcomes. Richardson and Welker (2001) and Botosan (1997) report an inverse association between disclosure levels and the cost of equity capital for firms with relatively low analyst followings. Sengupta (1998) su

34、ggests that bondholders and underwriters do consider corporate disclosure policy when determining the risk premiu</p><p>  The impact of voluntary corporate governance disclosures</p><p>  Ther

35、e exists ample anecdotal evidence of a link between corporate governance practices and the ability to raise capital on favourable terms. MacDonald (1995) asserts that familiar and acceptable corporate governance standar

36、ds must enhance the capacity of Australian companies to raise equity capital. Sauer (1996) suggests that competition for investment funds is a sound reason for directors to make suitable corporate governance disclosures.

37、 Millstein (2000) believes that equity investors make th</p><p><b>  Method</b></p><p><b>  Sample</b></p><p>  Annual reports of listed Australian companies

38、 for 1994 that are included in a Connect 4 database were examined. Connect 4 is an Australian company that specialises in providing information about companies which are listed on the Australian Stock Exchange. There ar

39、e 299 annual reports in the database for this year. 1994 was chosen as the year for the analysis because we were interested in examining voluntary disclosure of governance information in the absence of institutional or

40、regulatory infl</p><p>  Using the search facility in the Connect4 database, a search of these reports was conducted on the words “corporate” and “governance”. The word “corporate” was used a large number

41、of times and in different circumstances throughout the reports, so in each case the reference had to be examined to see if it pertained to corporate governance matters even when it was not coupled with the word “governa

42、nce”.</p><p>  While companies were not required to disclose information about corporate governance practices in 1994, the Australian Corporations Law at the time did require information about directors of

43、a company to be disclosed. Specifically, s307 required:</p><p>  in relation to each director, their qualifications, experience and any special responsibilities, as well as share holdings in the company a

44、nd interest in contracts with the company;</p><p>  the number of meetings of the board, and board committees, and how many meetings that individual directors attended.</p><p>  The variables&l

45、t;/p><p>  Dependent variable</p><p>  The dependent variable VOLDIS is a dichoto- mous variable which takes on the value of 1 if voluntary corporate governance disclosures are made in a firm's

46、 annual report and 0 if not.</p><p>  Independent variables</p><p>  The hypothesised explanators are a firm's future intentions to issue shares or obtain new debt. In order to provide an in

47、centive for voluntary disclosure, the new issues would need to be non-trivial in size. Consistent with accounting notions of materiality (AASB 1031, para. 4.1.6), we consider a share or debt issue of 5 per cent or more o

48、f the existing share or debt level to be non-trivial. The first independent variable, S-ISS takes a value of 1 if the company's issued shares increase by 5 pe</p><p>  Control variables</p><p

49、>  We noted above that the corporate control contest hypothesis was also a potential explanator of decisions to voluntarily disclose corporate governance information. Firms reporting poor performance may have an ince

50、ntive to disclose governance information (Labelle, 2002). Thus the variable ROA is included to control for this possible effect. ROA is a continuous variable measured as net income divided by total assets as at the end o

51、f the reporting year. This measure of performance is consistent wi</p><p><b>  Results</b></p><p>  Characteristics of the disclosing firms</p><p>  Of the 29 firms whic

52、h made voluntary corporate governance disclosures, 10 (34.5 per cent) increased both their issued capital and their non-current liabilities by 5 per cent or more in the subsequent year, 5 (17.2 per cent) increased only

53、their issued capital by 5 per cent or more in the subsequent year, 7 (24.1 per cent) increased only their non-current liabilities by 5 per cent or more in the subsequent year, while 7 (24.1 per cent) increased neither. E

54、leven firms were from resource industrie</p><p>  It is interesting to note that each one of the identified 29 companies not only voluntarily disclosed information about corporate governance, but also highl

55、ighted the disclosure within a separate section or sub-section of their annual report. For example, 14 companies had a separate section devoted to corporate governance, seven had a sub-section within the Director's

56、 Report, and the remaining eight had a sub-section within some other section such as the Chairman's Report. In 24 of the 29 in</p><p>  Table 1: Frequency of types of corporate governance information di

57、sclosed</p><p>  Discussion</p><p>  Our analysis of the 299 annual reports included in the Connect4 database for 1994 revealed that only 30 Australian companies made voluntary corporate governa

58、nce disclosures. These disclosures varied considerably with respect to the quantity and type of information provided. In this study we predicted that there would be an association between a firm's decision to make

59、voluntary corporate disclosures and its future financing intentions. Our results support this prediction for share issues but n</p><p>  No significant association was found between debt raising intentions a

60、nd voluntary corporate governance disclosures. This could reflect the nature of the debt market in Australia where there is much greater reliance on private rather than public debt. In her study, Cotter (1998) found tha

61、t public debt typically constitutes less than 5 per cent of outstanding debt. While the incentive still remains to reduce information asymmetry with respect to risk for debt issues, if the issue is private, the</p>

62、<p>  Conclusion</p><p>  The findings of this study are consistent with the results of other studies that have linked disclosure decisions to capital market incentives. Specifically, we find evidenc

63、e that firms choosing to voluntarily disclose corporate governance information behave in a manner consistent with the expectation that such disclosure reduces information asymmetry in capital markets for share issues, a

64、nd that such disclosures are made in anticipation of pending share issues. As such, this study extends th</p><p>  From the point of view of regulators, decisions have to be made about how rigorous and exh

65、austive disclosure requirements, for example, in relation to corporate governance practices, need to be. These decisions will be informed by an understanding of the motivations that exist to voluntarily disclose such in

66、formation in certain circumstances. With these insights, regulators must address the question of what disclosures need to be mandated in the absence of such motivations.</p><p>  References</p><p

67、>  Aitken, M., Hooper, C. and Pickering, J. (1997) Determinants of Voluntary Disclosure of Segment Information: a Re-examination of the Role of Diversification Strategy, Accounting and Finance, 37, 89-109.</p>

68、<p>  ASX (1994) Disclosure of Corporate Governance Practices by Listed Companies. Discussion Paper. Sydney: Australian Stock Exchange Limited.</p><p>  ASX Corporate Governance Council (2003) Principl

69、es of Good Corporate Governance and Best Practice Recommendations. Sydney: ASX Corporate Governance Council.</p><p>  Australian Accounting Standards Board (1996) Accounting Standard AASB 1031 Materiality. M

70、elbourne: Australian Accounting Standards Board. Bosch, H. (1990) Corporate Practices and Conduct: a Public Discussion Paper.</p><p>  Bosch, H. (1991) Corporate Practices and Conduct.</p><p> 

71、 Melbourne: Information Australia.</p><p>  Botosan, C. A. (1997) Disclosure Level and the Cost of Equity Capital, The Accounting Review, 72, 323349.</p><p>  Botosan, C. A. and Plumlee, M. A.

72、(2002) A Re-examination of Disclosure Level and the Expected Cost of Equity Capital, Journal of Accounting Research, 40, 21-40.</p><p>  Bujaki, M. and McConomy, B. J. (2002) Corporate Governance: Factors In

73、fluencing Disclosure by Publicly Traded Canadian Firms, Canadian Accounting Perspectives, 1, 105-139.</p><p>  Cadbury, A. (1997) Summing up the Governance Reports, Corporate Board, 18, 6-13.</p><

74、p>  Carson, E. (1996) Corporate Governance Disclosure in Australia: the State of Play, Australian Accounting Review, 6, 3-10.</p><p>  Clarkson, P. M., Kao, J. L. and Richardson, G. D.</p><p&g

75、t;  Evidence that Management Discussion and Analysis (MD&A) is part of a Firm's Overall Disclosure Package, Contemporary Accounting Research, 16, 111-134.</p><p>  Corporate Board (2000) Major Invest

76、ors say Good Governance is Vital, Corporate Board, 21, 27. Cotter, J. (1998) Utilisation and Restrictiveness of Covenants in Australian Private Debt Contracts, Accounting and Finance, 38, 181-196.</p><p>  E

77、ng, L. L. and Mak, Y. T. (2003) Corporate Governance and Voluntary Disclosures, Journal of Accounting and Public Policy, 22, 325-345.</p><p>  Erhardt, N. L., Werbel, J. D. and Shrader, C. B. (2003) Board o

78、f Director Diversity and Firm Financial Performance, Corporate Governance: An International Review, 11,102-111.</p><p>  Healy, P. and Palepu, K. (2001) Information Asymmetry, Corporate Disclosure, and the

79、 Capital Markets: a Review of the Empirical Disclosure Literature, Journal of Accounting and Economics, 31, 405440.</p><p>  Ho, S. S. M. and Wong, K. S. (2001) A Study of the Relationship between Corporate

80、Governance Structures and the Extent of Voluntary Disclosure Journal of International Accounting, Auditing and Taxation, 10, 139-156.</p><p>  Jackson, N. and Carter, P. (1995) Organisational Chiaroscuro: T

81、hrowing Light on the Concept of Corporate Governance, Human Relations, 48, 875-890.</p><p>  Korac-Kakabadse, N., Kakabadse, A. K. and Kouzmin, A. (2001) Board Governance and Company Performance: Any Correl

82、ations? Corporate Governance, 1, 24~30.</p><p>  Labelle, R. (2002) The Statement of Corporate Governance Practices (SCGP): A Voluntary Disclosure and Corporate Governance Perspective, HEC Montreal Working

83、Paper.</p><p>  Lang, M. and Lundholm, R. (1993) Cross-sectional Determinants of Analysts' Ratings of Corporate Disclosures, Journal of Accounting Research, 31, 246-271.</p><p>  MacDonald,

84、J. (1995) Australia: US Funds Put New Pressure on Boards, Sydney Morning Herald, 30 June, 37.</p><p>  McKinnon, J. L. and Dalimunthe, L. (1993) Voluntary Disclosure of Segment Information by Australian Div

85、ersified Companies, Accounting and Finance, 33, 33-50.</p><p>  Meek, G. K., Roberts, C. B. and Gray, S. J. (1995) Factors Influencing Voluntary Annual Report Disclosures by U.S., U.K. and Continental Europe

86、an Multinational Corporations, Journal of International Business Studies, 26, 555-573.</p><p>  Millstein, I. M. (2000) Corporate Governance: the Role of Market Forces, OECD Observer, Summer, 27.</p>

87、<p>  Mitchell, J. D., Chia, C. W. L. and Loh, A. S. (1995) Voluntary Disclosure of Segment Information: Further Australian Evidence, Accounting and Finance, 35, 1-16.</p><p>  Monks, R. G. (2002) Creat

88、ing Value Through Corporate Governance, Corporate Governance: An International Review, 10, 116-123.</p><p>  Norburn, D., Boyd, B. K., Fox, M. and Muth, M.</p><p>  International Corporate Gover

89、nance Reform, European Business Journal, 12,116. Richardson, A. J. and Welker, M. (2001) Social Disclosure, Financial Disclosure and the Cost of Equity Capital, Accounting, Organisations and Society, 26, 597-616.</p&

90、gt;<p>  Sauer, D. (1996) Corporate Governance: Much More to Do, Australian Accountant, 66, 22-23.</p><p>  Sengupta, P. (1998) Corporate Disclosure Quality and the Cost of Debt, The Accounting Review

91、, 73, 459-474.</p><p>  Seppanen, H. J. (2000) Discretionary Disclosure and External Financing in a Relationship Financing Environment, Helsinki School of Economics and Business Administration Working Paper.

92、 Solomon, J., Solomon, A. and Park, C.-Y. (2002) The Evolving Role of Institutional Investors in South Korean Corporate Governance: Some Empirical Evidence, Corporate Governance: An International Review, 10, 211-224.<

93、/p><p>  Williams, S. M. (1999) Voluntary Environmental and Social Accounting Disclosure Practices in the Asia-Pacific Region: an International Empirical Test of Political Economy Theory, The International Jou

94、rnal of Accounting, 34, 209-238.</p><p>  澳大利亞上市公司治理行為自愿性信息披露</p><p>  Peter Collett ,Sue Hrasky</p><p>  本文考察了關(guān)于公司治理行為的自愿信息披露與籌集外來資金的意圖之間的關(guān)系。 在1994年,這種關(guān)系是通過澳大利亞公司年報(bào)中有關(guān)公司治理的信息披露來考察的

95、。要使用今年的數(shù)據(jù)是因?yàn)樵陔S后的幾年里,澳大利亞證券交易所的相關(guān)規(guī)定影響了上市公司治理行為的信息披露。通過回歸分析表明,公司治理信息的自愿披露與募集股本的意圖正相關(guān),但卻不是意在籌集債務(wù)資本。</p><p>  關(guān)鍵詞:公司治理、自愿信息披露、資金成本</p><p><b>  引言</b></p><p>  近期國(guó)際社會(huì)對(duì)研究公司治理問

96、題的興趣已經(jīng)被報(bào)道了很多。Norburn等人(2000)指出自1987年美國(guó)反虛假財(cái)務(wù)報(bào)告委員會(huì)報(bào)告發(fā)布以來,超過7個(gè)國(guó)家進(jìn)行了12項(xiàng)重要的公司治理改革舉措。這些舉措或多或少都是對(duì)公司的突然襲擊、對(duì)資本市場(chǎng)的全球化以及對(duì)恢復(fù)或提升投資者信心而做出的相關(guān)權(quán)衡性需求予以的回應(yīng)(Cadbury,1997; Norburn等,2000; Labelle,2002)。 大多數(shù)改革舉措側(cè)重于制定企業(yè)治理行為的條例或最佳行為準(zhǔn)則,而且這種情形的發(fā)生往

97、往都是處于自愿,組織公開披露其公司治理做法的細(xì)節(jié)都帶有不同的誘因或要求。</p><p>  在引入公司信息強(qiáng)制性披露要求之前,本文研究的目的是審查澳大利亞上市公司的公司治理披露行為。我們研究了自愿披露治理信息的潛在動(dòng)機(jī),并提出了一個(gè)將治理信息披露與未來融資意圖聯(lián)系起來的模型。在沒有制度性要求的情況下,去了解公司治理行為的信息披露的傾向?qū)ΡO(jiān)管機(jī)構(gòu)和其他對(duì)公司治理感興趣的結(jié)構(gòu)而言是很有用的。</p>

98、<p>  公司治理披露行為的多樣性</p><p>  杰克遜和卡特將任意的公司治理披露決策比喻為用明暗對(duì)照法繪制的圖畫(同一幅畫中明暗的管理),并表示“為了達(dá)到效果,公司在明處以及仍在暗處的管理都是有目的的”(1995,p 1)。 同樣地,拉貝爾認(rèn)為公司治理問題已經(jīng)變得如此重要以至于公司可能會(huì)利用關(guān)于他們的信息來進(jìn)行“公司印象管理”(2002,p。12)。即使存在信息披露的要求,管理人員通常在公司特

99、定治理行為的披露質(zhì)量和數(shù)量方面也有相當(dāng)大的自由度(Labelle,2002)。</p><p>  相關(guān)的實(shí)驗(yàn)性證據(jù)與這些說法是一致的。例如,Sauer(1996)報(bào)道了澳大利亞注冊(cè)執(zhí)業(yè)會(huì)計(jì)師協(xié)會(huì)1995年的一項(xiàng)調(diào)查結(jié)果,其中發(fā)現(xiàn)澳大利亞前100家上市公司中有43%沒有做出具體的公司治理披露。許多公司第一次的公司治理信息披露表明其披露行為已經(jīng)實(shí)施了一段時(shí)間,并且有人指出披露的性質(zhì)和程度存在相當(dāng)大的差異。 Labe

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