Corporate Governance Disclosure of the Annual Report - Dissertation Example

? The affect of Corporate Governance Disclosure on the Annual Report, with application to the organisation in Saudi Arabia. Table of Contents 1.Chapter 1 3 1.1.Introduction 3 1.2.Saudi Regulations of Corporate Governance 4 1.3.Research Questions 5 1.4.Aims and Objectives of Study 6 2.Chapter 2-Literature Review 6 2.1.Background of Corporate Governance 7 2.1.1.Agency of Interest Theory 8 2.1.2.Corporate Failure 8 2.1.3.Concept of Financial Reporting 10 2.2.Definition of Corporate Governance 11 2.3.Disclosure 11 2.4.Board of Directors 12 2.5.Audit Committee 13 2.6.Right of Shareholders 14 3.Chapter 3 15 3.1.Research Methodology and Research Framework 15 4.Chapter 4 18 4.1.Data Analysis 18 4.2.Discussion and Findings 18 5.Chapter 5 19 5.1.Conclusion 19 5.2.Recommendation 19 Reference 21 1. Chapter 1 1.1. Introduction The importance of corporate governance for the financial reporting can be explained by describing the relationship between business and society. The core objective of corporate governance is to prevent the negative impact of the unethical business practises on society. The past experience of the corporate governance failure has offered enough evidences for negative impact of society due to corporate failure. On the other hand, the theories of society and business relations explain that every business owes to society and hence, its major priority is to meet the social responsibilities by not practising any unethical business activities (Eweje, 2004, p.16). However, with the passage of time, the rate of corporate governance failure has increased significantly due to multiple corporate scandals. On the other hand, at present, the relationship between the business and society has become more important and it has been evolving constantly. Therefore, the responsibilities of business towards its society have also become more significant. In this respect, management of stakeholders and business ethics are two most necessary criterions. Both of these two aspects are generally addressed in the code of the corporate governance that strives to meet the overall responsibilities of society (Carroll and Buchholtz, 2008, p.24). Considering the prevailing importance of corporate governance for the social and economic benefits, many developed countries and world organisations like OECD have developed certain common and desirable code in corporate governance. Other developing countries and emerging nations usually follow these codes of corporate by making certain adjustment based on their own culture, belief and business policies. For example, in Islamic countries (mainly in Middle East region), the entire financial market is based on Islamic religious law known as Sharia. However, the role of corporate governance is to control and guide the companies for practising and conducting the ethical business (Swanson and Fisher, 2011, p.275). 1.2. Saudi Regulations of Corporate Governance The growing importance of the capital markets and other financial markets raise the necessity of a matured corporate governance system so that investors’ trust can be maintained. Hence, the Saudi Arabian Government strived develop a standard set of corporate governance codes in accordance to the compliance of Organization for Economic Cooperation and Development (OECD). “In February 2009, the World Bank (WB) released its Report on the Observance of Standards and Codes (ROSC) Country Assessment on Corporate Governance in Saudi Arabia” (eStandardsForum, 2010). Saudi Corporate Governance is based on six principle including “Ensuring the Basis for an Effective Corporate Governance”; “The Rights of Shareholders and Key Ownership Function”; “The Equitable Treatment of Shareholders”; “The Role of Stakeholders in Corporate Governance”; “Disclosure and Transparency”; and “The Responsibilities of the Board” (eStandardsForum, 2010). The Board of Capital Market Authority has framed specific laws for corporate governance based on the capital market authority. The laws for corporate governance of Saudi Arabia are explained in five chapters and each chapter includes certain articles that directly address the specific issues regarding corporate governance. The Chapter 1 includes the preliminary provisions which have been explained in article 1 & 2 consisting of the Preamble and Definitions respectively. Chapter two addresses the shareholders’ right and the general assembly and this chapter consist of the article 3 to 7. These five articles are regarding general shareholders’ right, their rights for facilitation & accessing information, the rights regarding general assembly, voting rights and dividend rights. The next chapter deals with the provision for the disclosure and transparency which have been addressed in article 8 and 9 respectively. Chapter four considers the role and right of Board of Directors which have been described in nine articles from 10 to 18. These nine articles cover their function, responsibilities, board committees, audit committee, nomination and remuneration committee, meetings, remuneration and indemnification of board members, and conflict of interest within the board. Finally, the chapter five induces closing provision and it contains the article 19 addressing publication and entry into force (Capital Market Authority, 2006). 1.3. Research Questions The research question of the paper is based on the research area of the dissertation. The dissertation will aim to find the affect of corporate governance on the financial reporting i.e. the annual report published by the publicly listed companies. The entire study will be conducted in respect to the corporation listed in Saudi Arabia stock exchange. Saudi Arabia, the oil-based economy is financial very stable country and its corporate world, capital market and stock exchange are emerging with growth of this economy. Primarily, the dissertation will study the quality of corporate governance disclosure for financial reporting standard in Saudi Arabia by comparing the other developed counties and globally accepted standard of financial reporting. Considering the research areas of this dissertation, the research questions have been farmed and given below. Are Saudi Arabia companies implementing corporate governance code in regard to (Disclosure in the Board of Directors’ Report, Audit Committee, Nomination and Remuneration Committee, Dividends Rights of Shareholders, Formation of the Board)? How does the Saudi Arabia code compare with UK code and OCED code with emphasis on (Disclosure in the Board of Directors’ Report, Audit Committee, Nomination and Remuneration Committee, Dividends Rights of Shareholders, Formation of the Board)? 1.4. Aims and Objectives of Study The overall and primary goal of the dissertation will be to discuss the feature and characteristics of the corporate governance prevailing in the Saudi Arabia corporate environment. However, the study will also focus on the major objective as given below. To determine whether there is compliance with corporate governance disclosure in financial reports. 2. Chapter 2-Literature Review This section will attempt to present a detailed theoretical background of the major topic of this project. However, the discussions in the literature review section will also consider the research question and the research objective of this paper. The aim and objective of this literature review will focus on two major functions. Firstly, it will strive to offer a justification of the research and its objective by presenting the past evidences. The past evidences will include the research paper on corporate governance and financial reporting systems. Secondly, it will also include a detailed critical argument based on the theoretical background. The prime focus of this dissertation will be on the corporate governance and financial reporting. In this regard, in the literature review section will include a brief description of the background of corporate governance and agency theory. Besides, the corporate scandal die to corporate governance failure will also be discussed followed by a description of financial reporting in context of the corporate governance disclosure. Next, by defining the evolving concept of the corporate governance disclosure, its other major elements, like disclosure, board of director, audit committee, board of directors and right of the shareholders will be discussed in generally and in accordance of the prevailing condition of corporate disclosure (Fox and Bayat, 2008, p.36). 2.1. Background of Corporate Governance In the prevailing post-modernised world, the role of corporate governance has been evolving gradually. The core of concept of corporate governance mainly deals with the ethical practises of business. Many scholars and critics have provided their agreement for explaining the term ‘corporate governance’. Besides, due to its evolving importance in the prevailing the corporate world, many the world organisation have tried to offer a broad explanation of the corporate governance. The historical background of the corporate governance can be traced since the first concept of business activities was developed. It can be understood very easily as corporate governance guides the company to follow a fair business practises. With the constant development in the field of business activities, the concept of corporate governance has become clearer. Herrigel have argued that, the properly structured corporate governance was first implementing in the business activities during 1930 when the concept of business ownership was evolved in the capitalistic economies like United States, United Kingdom, Japan etc (Herrigel, 2006, p.2). 2.1.1. Agency of Interest Theory The main issue which emerges in regards to corporate governance in the organizational context is the conflict between the two interest groups, for example, the shareholders and the management body of the concern. In this regard, Kim & Kim (2006) observe that in the light of the above issue a separate theory known as the agency theory emerges to reflect the potential of the problem. The agency theory reflects the reasons for the potential conflict between the interest of the shareholders and the managing community in the organisation. The managers are regarded by the agency theory as the owners of the organisation who are thereby required to safeguard the interest of the shareowners. These shareowners or the stockholders render finances to make the organisation run. However the organisational managers are found to act in their own interest for which the shareholders suffer. Thus special incentives like bonuses and perquisites need to be rendered to the managers to help encourage them to take special care of the shareholders’ interests. Kim & Kim (2006) further state that the organisation incurs an extra cost both in terms of monitoring the managers and also in rendering the special incentives. These costs clubbed together constitute the agency cost for the organisation. The above agency theory acts in parlance with the goal of corporate governance which states that the managers must act to help enhance the value of the shareholders (Kim & Kim, 2006, p.18-20). 2.1.2. Corporate Failure There is a very close link between the corporate governance and corporate scandals as failure of the corporate governance mainly lead to corporate scandals. The necessity of proper corporate governance becomes more significant and vital, as corporate scandals often cause the collapse of corporate bodies. The collapse of major corporations also bring the depression for the entire economy and people’s trust form the market declined diacritically making the entire condition of the economy worse (Clarke, 2007, p.13). The chance of the corporate scandal becomes higher as the managements are not the owner of the corporation and hence, they can put the sustainability of the corporation on stake for personal gain due to biasness. The managers with high profile having the power to influence organisations’ growth often engage in unethical business practices in an unrestricted organisation without proper set of corporate governance polices (Martin, 2006, p.2). The past evidences of corporate failure have left a very bitter experience for the entire world economies each time. Hence, this section will discuss major collapse of the corporate bodies caused by the failure of corporate governance. In this regard, the latest the example of corporate governance failure is the Financial Crisis of 2007-2008 where, the number of corporate bodies collapsed leaving behind the financial distress for most of world economies. Grant Kirkpatrick has argued that the failure of regulatory bodies in guiding and controlling the U.S. corporations for maintaining a standard corporate governance disclosure is prime cause for financial crisis (Kirkpatrick, 2009, p.1). Besides, the collapse of the giant corporation Enron and Baring banks will also discussed by focusing the failure of their corporate governance (Healy and Palepu, 2003, p.2-3). Along with the examples of corporate failure from the global business environment, the some of the examples of corporate scandals will also discussed based on Saudi Arabia corporate. Past evidences of Saudi Arabia corporate world also includes a number of cases of corporate scandals. On May 29, 2010, the CMA has found the STC Board member engaged in the insider trading which is barred as per Capital Market Law. Besides, the companies like Cables and Albaha were also blamed to be engaged in the misleading financial reporting during 2008. These scandals have led to reduce the trust of investors from the Saudi Arabia financial market. In the hand apart from the insider trading and misleading financial reporting, the past evidences also depict other types of corporate scandals. The acquisition of General Electric Plastics by SABIC was quite questionable as the acquisition took place at very higher value. However, in such conditions, the regulator was failed to avail proper information regarding the valuation of General Electric Plastics (Al Gafly, 2010, p.28-29). 2.1.3. Concept of Financial Reporting The act of financial reporting by a company is considered as one of the important functions which reflect the financial position of the concern to the different stakeholders. In this regard, Eccles and Krzus (2010) observe that the financial reports which act as one of the main communication medium between the company and the investing and the analysts are either prepared in a simple regulatory format or in an attractive manner in glossy paper. Through the study of the financial reports the investors and financial analysts decide on the allocation and appropriation of financial resources in regards to the organization. The preparation of the financial reports on a periodical basis also serves the interest of other stakeholder groups like customers and vendors who require understanding the solvency position of the company. Similarly the reports also help the regulatory bodies to precisely assess as to whether the organization rightly satisfies the regulatory compliances and also works in fulfilling the responsibility guidelines pertaining to the social and environmental aspects (Eccles & Krzus, 2010, p.54-55). 2.2. Definition of Corporate Governance Governing the operational aspects of the company in the light of the interest of the potential stakeholders constitute the main theme of corporate governance. In this regard, Plessis et al (2010) state that the process of regulating the conduct of the business in terms of trading and other operational activities to help serve the interest of the stakeholder groups and other interested parties accounts to be the principal objective of corporate governance. Henceforth corporate governance takes into account the following aspects like maintenance of the conduct of the companies, protection of the interest of both the internal and other external stakeholder groups who get increasingly affected by the activities of the company, focuses on augmentation of the responsibility parameter of the corporations and also in helping the concern achieve high levels of growth in terms of revenue productivity and operational efficiency. Corporate Governance stressing on the principles of discipline and accountability thus successfully fulfils the conditions of being responsible to the society at large and in enhancing its image of transparency and cleanliness (Plessis, Hargovan & Bagaric, 2010,p.10-11). 2.3. Disclosure Disclosure is an important tool integral part in corporate governance. High standard corporate governance often must frame strict policies regarding the disclosure. Disclosure in corporate governance includes the entire activities executed by the management that must be disclosed to the board of directors representing the group of shareholders. The component of corporate disclosure mainly consists of two major areas i.e. financial disclosure and non-financial disclosure. The codes of corporate governance must identify the necessity and regulation regarding corporate disclosure. The prime importance of proper disclosure standard is to prevent the managements’ unethical and biased practises by maintaining transparency in corporate level. The shareholders’ have the fully right to know the entire on-going activities in the organisations. Hence, many independent organisations have developed the certain effective method for proper corporate disclosure relating to the financial aspects. The organisations like, OECD, IAS and FASB have realised the growing importance proper corporate disclosure for risk management and investment from the investors’ and shareholders perspectives. These organisations have contributed their views for developing a globally accepted corporate disclosure standard (OECD, 2011, p.40). In the disclosure related the regulations in corporate governance, recently there have significant improvements. Mainly, the reforms in disclosure have an indirect influence on the corporate governance. Klaus J. Hopt have presented his argument in support of this fact and explained that there is a positive impact four major concern of corporate governance. These four includes “the market for corporate control, share-price-based managerial compensation, the cost of capital, and monitoring by external source of finance” (Hopt et al, 1998, p.709). 2.4. Board of Directors The Board of Directors are the main people who act in the process of safeguarding the roles of the shareholders and other important stakeholders of the company. Rezaee (2007), in this regard states that the primary purpose of the board of directors of a company is to help protect the interest of the different stakeholders of the company including the shareholders who tend to finance the operational activities of the concern. Even the legislative policies framed by the different state governments are found to render power to the board of directors for taking policy decisions meant for the betterment of the shareholders and other stakeholder groups. The board of directors are also observed to be elected and nominated by the actions of the shareholders and thus are required to act focusing on the betterment of the shareholders. In total the board of directors act as the principal bodies of the organisations who again act as the custodians of the rights of the shareholders and other organisational stakeholders (Rezaee, 2007, p.89). The board of directors also take principal roles in regards to the preparation of financial statements and reports of the company. In this regard, Wachowicz and Horne (2005) state that the preparation of the financial reports is required to be approved by the board of directors of the concern for it acts as a mirror of the company to the potential stakeholders including the shareholders. The preparation of the financial reports must be done on an ethical basis to help show the actual position of the company to the investors and shareholding community (Wachowicz & Horne, 2005, p.7). 2.5. Audit Committee The audit committees act as representatives of the board of directors of the company and thus also act in safeguarding the interests of the shareholders. To this end, Morris et al (2009) observe that the role of the audit committee is to help render transparency in the mode of information generation to the shareholders and other stakeholders of the concern. Information can be related to both financial aspects and as well as like the appointment and removal polices pertaining to external auditors. Herein the audit committee through the act of sustaining the integrity of the reporting mechanisms helps in safeguarding the interests of the different stakeholders by letting them have a clear view of the firm’s position (Morris, McKay and Oates, 2009, p.119). The audit committees do not potentially act in the preparation of financial statements and reports of the company. However they do render significant impact in the course of approving such before their final presentation. In this regard, Collier (2009) observe that audit committees in regards to the preparation of financial statements act as the monitoring mechanisms who render effective control in sustaining the level of ethics related to such. The audit committees in the process of monitoring also endeavour to allocate duties to separate heads and also work to review the separate organisational policies related to the preparation of such. Further the audit committee acting in the above mechanism should endeavour to closely cooperate with both the external auditors and as well as with the management bodies of the organisations (Collier, 2009, p.245-246). 2.6. Right of Shareholders The role of Corporate Governance in any organisation acts in the protecting of the rights of the shareholders. In this regard the Organisation for Economic Cooperation and Development (2004) state that the basic role of corporate governance is to protect the principal rights of the shareholders like sustaining control and participation in the formulation of organisational policies and also in acting to implement changes in the rules and regulatory framework of the company. Further the shareholders rights regarding effective participation in the annual board meetings and also the rights of the equity and preference shareholders are effectively protected by the corporate governance policies of the organisation. Again the corporate governance polices of the organisation should also help in generating potential information to the shareholders regarding activities like mergers and acquisitions (Organisation for Economic Cooperation and Development, 2004, p.18-19). The shareholders reflect some distinct rights regarding the preparation of financial statements and reports. In this regard, Brechbuhl and Wooder (2004) observe that the shareholders pertaining to public limited companies have the power to gain access to financial reports and other financial statements two weeks prior to their participation in the annual general meeting. The shareholders during this period enjoy the privilege of studying the financial reports and books of records to better understand the position of the company. Further the shareholders also share the right of getting answers to potential queries regarding financial reports and statements enquired in the corporate annual meetings. The management body of the corporate organisations are required to render answers to the potential queries of the shareholders during the holding of such annual meetings (Brechbuhl & Wooder, 2004, p.47). 3. Chapter 3 3.1. Research Methodology and Research Framework This section will attempt to present the framework for the research based on the nature of this topic. This section is considered to be the most crucial section for a dissertation paper as it determines level of accuracy, relevancy and validity of research outcome. It is very necessary to frame and design research method by taking the research question, research objective and research topic into account. Basically, research is of two type i.e. qualitative research and quantitative research. The qualitative research does not involve any calculation and the findings of the research does not based on numerical results, rather it aims to achieve a deeper insight into a specific topic. On the other hand, the quantitative data analysis mainly deals with data crunching using the mathematical or statistical tools and techniques. Both of these research techniques hold their importance in accordance to field of study. For example, in case of studying the behaviour of people or any entity, the qualitative analysis is useful. On contrary to understand the relationship between the two variable or more variable, quantitative analysis is required. For conducting research, relevant data are the foremost requirement. Data can be divided into main group i.e. primary data and secondary data. The primary data are collected through the direct sources through multiple processes like interviews, grouped discussion, survey using questionnaire etc; whereas, the secondary data usually collected from the secondary data sources i.e. readymade data set from authenticated sources like governments, or any other authenticated websites, journal, magazine etc. (Malhotra, 2008, p.140-145). In this research paper, the study will be conducted to examine the Saudi corporate governance and financial reporting standard followed by the listed companies in Saudi Arabia Stock Exchange, Tadawul. Considering the area of this study, qualitative research technique using the secondary data sources is the most relevant research technique to meet overall objective of this research and to find out the answers of research questions. The secondary data will include the relevant data that will be collected from the corporate websites and other authenticated websites. The corporate websites will include the companies listed in the Saudi Arabia Stock Exchange. Total 58 listed companies will be selected from the five major sectors which includes retail (9 companies), agriculture & food industries (15 companies), Multi-Investment (7 companies), industrial investment (13 companies) and 5-building & construction (14 companies). These five major sectors are very significant for the Saudi Arabia economy and their movements are quite influential for the Saudi Arabia Stock Exchange. In the Saudi Arabia, the most of the shareholders have invested in these sectors and many potential investors are aiming to invest in these sectors. Hence, a large data base of shareholders will be available. As these five sectors reflect an entire scenario of stock exchange, their performances have a direct influence on the economy and therefore, it is very necessary to verify their performances in terms of corporate governance. However, many have claimed that these companies are suffering from weak management’s efficiency which in increases the chances of manipulations in financial reports. For achieving higher accuracy of the outcome, inclusion of intensive data will be very helpful. However, in Saudi Stock exchange nearly 146 companies are listed from 15 sectors and analysing these 146 companies would lead to a better results. However, due to certain limitations like time, length of dissertation etc, including these 146 companies will be impossible. Besides, the data of these 58 listed companies will collected from year 2009 due to a number of reasons. Firstly, many prior to 2009, many companies were not listed in Saudi Arabia Stock exchange and many of the listed companies’ annual reports are not traceable. On the other, many new amendments have been added to the capital market law framed by Capital Market Authority. After the global financial crisis of 2008, the regulators of rest of the worlds became more concern regarding corporate governance maintenance. Moreover, companies also became aware of proper financial reporting. Therefore, by analysing the data of 2009, a new development in financial reporting can be analysed and it will also leads to increase the validity of research outcome. 4. Chapter 4 4.1. Data Analysis For the purpose of data analysis large amounts of data would be collected from a number of organisations pertaining to different sectors like retail, agro based and food processing industries, multi-investment companies, companies rendering investment to industries and other building and construction companies. These sectors are taken for conducting analysis in that it has large numbers of shareholders and are detected to have potential flaws in regards to the issues of corporate governance which in turn affects the preparation of financial statements and reports. The annual reports of these companies would be analysed in regards to the reports rendered by the Board of Directors, study of the annual reports of the company approved by the audit committee, the committee meant for nominating and remunerating the employees, the rights of the shareholders in regards to dividends and the construction of the board. Further the corporate governance policies of these companies are also analysed in respect of the different financial codes pertaining to the region of Saudi Arabia. 4.2. Discussion and Findings In regards to the findings and discussion section the financial statements and reports for these companies would be studied along the 2009 period. The financial reports and statements of these companies are analysed in regards to the Saudi Arabian codes relating to financial information. The discussion and findings would thus reflect the impact of the financial regulations like legislations related to the Capital Market or Corporate Governance regulations pertaining to the Saudi Arabian region on the practice of corporate governance and preparation of financial information of the companies based on both qualitative and quantitative information sets. Further findings are made to compare the codes of the Saudi Arabian region to codes of the United Kingdom and practices of corporate governance in other organisations pertaining to the OECD region. 5. Chapter 5 5.1. Conclusion A study of the corporate governance position of the Saudi Arabian companies pertaining to different sectors would reflect the potential of such policies in protecting the rights of the stakeholders and shareholders. Further the analysis made based on the study of the preparation of financial reports and statements would also reflect the impact of Saudi Arabian financial codes. The study being made based on number of companies pertaining to different sectors ranging from retail to food and agriculture, financial and other construction related companies would help generate a comprehensive view of the practices of the Saudi Arabian financial system. The pattern of research conducted would be based on both qualitative and quantitative data sets obtained from different sources and would help suffice the potential requirements of the research findings. Further the financial codes of the Saudi Arabian region are compared to the codes of United Kingdom and other countries belonging to the OECD region to understand the efficacy of the same. 5.2. Recommendation The recommendations should be generated in regards to the shortfalls of the corporate governance polices of the Saudi Arabian companies rated based along the available financial codes pertaining to the Saudi Arabian region. Further the preparation of the financial information and reports should be made keeping in view the interests of the shareholders as would also help in meeting the policies of corporate governance in an enhanced manner. Again other set of recommendations can be made to enhance the efficacy and potential of the Saudi Arabian codes in comparison to the codes of the United Kingdom and other OECD countries. These would help in the internationalisation of such codes which would make the thereby enhance the effectiveness of the different Saudi Arabian organisations. Reference Al Gafly, A. M. (August 2010). Corporate Governance of Saudi Arabia; Analytical Study. Aston University: Aston Business School. Brechbuhl, B. & Wooder, R. (2004). Global venture capital transactions: a practical approach. Netherlands: Kluwer Law International. Capital Market Authority. (November 11, 2006). Corporate Governance Regulations in the Kingdom of Saudi Arabia. [Pdf]. Available at: http://www.ecgi.org/codes/documents/cg_regulations_saudi_arabia_nov2006_en.pdf. [Accessed on July 05, 2011]. Carroll, A. B. and Buchholtz, A. K. (2008). Business and Society: Ethics and Stakeholder Management. 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