Corporate governance mechanisms are in place to ensure that the managers (agents) act
with an objective of creating wealth for the shareholders. Such wealth creation will
occur when the firm performs to its fullest possible capacity. So, the
corporate governance mechanisms can be considered to be effective only when they are positively
related to the firm's performance. However, literature on corporate governance provides
mixed evidence about the effectiveness of corporate governance mechanisms in improving the
firm's performance. The first paper titled, "Corporate Governance Mechanisms and Firm
Performance: A Survey of Literature", by Manpreet Singh Gill, T Sai Vijay and Subhash Jha reviews
the literature on the relationship between firm performance and the three most
important corporate governance mechanismsboard characteristics, disclosures and ownership
structure. After highlighting the importance of the three identified corporate governance mechanisms,
the authors review the literature on the relationship of these mechanisms with the
firm performance. Their literature survey indicates that it is not possible to argue definitively
that corporate governance mechanisms always improve firm performance. The disclosure
levels seem to be related with firm performance in line with the expectations. However, the
literature on the other two corporate governance mechanismsboard characteristics and
ownership structure provide inconclusive results about their relationship with firm performance.
Literature indicates both, positive and negative relationship between firm performance and certain
board characteristics like `board size' and `board composition'. On the other hand, the
relationship between firm performance and ownership concentration is either positive or
non-existent. Moreover, the literature survey points out that most of the work has been done in the
context of the developed economies. This indicates a gap in this research topic with respect to
the developing economies.
While the first paper reviews the literature on the relationship between firm
performance and corporate governance mechanism, the second paper provides an empirical analysis of
such a relationship in UK context. In their paper titled, "The Cadbury Code Reforms and
Corporate Performance", by Phillip J McKnight, Nikolaos T Milonas, Nickolaos G Travlos and Charlie
Weir, the authors investigate the performance of the UK's listed firms before and after adopting
the Cadbury committee's Code of best practices. After briefly reviewing the literature, the
authors provide the hypotheses for the relationship between firm performance and various
corporate governance practices recommended by the Cadbury Code. They test the hypotheses using
a sample of 148 listed firms and find that the results are mixed. Overall, the results indicate
a positive association between firm performance and the adoption of the Cadbury Code.
However, the results are mixed regarding the relationship between firm performance and the
adoption of key recommendations of the Cadbury Code. The practices like the establishment of an
audit committee and/or remuneration committees are positively associated with firm
performance. However, there is no positive association between corporate performance and the
proportion of shares owned by the directors. Similarly, the Chairman-CEO duality is also not associated
with firm performance. The paper provides some important policy implications also. For
example, the findings on the relationship between firm performance and the proportion of shares
owned by directors suggest that, the board restructuring following the publication of the
Cadbury Code has indeed eliminated managerial entrenchment.
The benefit of improved firm performance can be expected only when the firms adopt
the Code of best corporate governance practices notified by the regulator. In developing
countries like India, we need to first verify whether the firms follow the code of corporate
governance practices notified by the regulator before analyzing its impact of firm performance.
The third paper titled, "Corporate Governance and Indian FMCG Industry", by Hitesh J
Shukla, investigates the adoption of corporate governance practices of the top four firms operating in Fast
Moving Consumer Goods (FMCG) market in India, using
the case study method. The firms considered by the author were Hindustan Unilever, ITC, Nestle (India), and Tata Tea. The qualitative analysis
is followed by a quantitative rating of the corporate governance practices of these firms.
The analysis indicate that the firms comply with the mandatory requirements of Clause 49 of
the listing agreements which, lays down the corporate governance practices to be adopted by
Indian listed firms. However, the firms need to improve their practices in adopting the
non-mandatory requirements.
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S Subramanian
Consulting Editor |