THE ROLE OF FINANCIAL ACCOUNTING INFORMATION IN STRENGTHENING CORPORATE CONTROL MECHANISMS TO ALLEVIATE CORPORATE CORRUPTION
Arvanitidou Virginia, University of Macedonia, Greece Konstantinidou Eleni, University of Macedonia, Greece Papadopoulos Dimitrios, University of Macedonia, Greece Xanthi Chrysoula, University of Macedonia, Greece
Corporate governance, as an antidote to corruption, has been attracting a lot of attention and debate lately. This study is an attempt to examine the relationship between financial accounting information, corporate control mechanisms and corruption. We critically examine the relevant literature that investigates the governance role of financial accounting information as the direct and indirect use of externally reported financial accounting data in control mechanisms. Specifically, we focus on the role of accounting data in prevalent control mechanisms (primarily in executive compensation contracts) and the underlying causes that led to the shift of contracts towards option awards. Corporate control mechanisms are among the most effective tools to reduce the incidences of corruption, from its supply side, because they promote values such as accountability, transparency, fairness and responsibility. These mechanisms are fundamental for the enhancement of the operation of securities??™ markets which in the dubious environment of the 21st century seek relevant and reliable information based on transparent financial statements.
COMMENTS AND THE PURPOSE OF THE PAPER
Corruption is one of the world??™s greatest challenges due to its occurrence in every part
of the world and its detrimental effects on the overall development of countries. The solution to this multidimensional phenomenon, which is caused by several factors, should include the enforcement of powerful corporate control mechanisms, since corporate governance can become a critical catalyst against corruption practices. The purpose of this paper is to examine the relationship and the interactions between three important elements: corruption, corporate governance mechanisms and financial accounting information. We argue that the use of transparent financial accounting information in corporate control mechanisms enhances the effectiveness of the governance process which in turn prevents corruption. The remainder of the paper is organized as follows. In the first section, we explore the linkage between corporate corruption and corporate control mechanisms. We present the ???corporate??™ side of corruption and argue that corporate governance and corporate control mechanisms can act against corruption deterring incidents of bribery and fraud. In the second section, we present the role of financial accounting information in corporate control mechanisms in order to eliminate corruption. Specifically, we review the direct and indirect uses of accounting information in corporate governance mechanisms, and extensive reference is made to top executive incentive contracts, which represent the most known use of accounting information in corporate governance. In the third section, we investigate the role of financial reporting in achieving corporate transparency to alleviate corruption. We argue that transparency, integrity, and quality of financial reporting, for which the entire corporate governance system (board of directors, audit committee, top management team, internal auditors, external auditors, and governing bodies) is considered to be responsible, determine the effectiveness of the use of accounting information in corporate governance mechanisms. The final section consists of concluding remarks and proposals for further research regarding the contribution of financial accounting information to corporate governance mechanisms and, consequently, to anti-corruption measures.
CORPORATE CORRUPTION, CORPORATE GOVERNANCE AND CORPORATE CONTROL MECHANISMS
Corruption is a serious disease and occurs in every economy, in every corner of the world. None country is free of corruption. Now, more than ever before, it has become evident that it is one of the world??™s greatest challenges due to its detrimental consequences. Many things have been said about its effects on the overall development of a country. There is no doubt that it hampers economic growth by various means such as deterring investment and raising transaction costs and uncertainty. Although it may be difficult to describe, corruption is generally not difficult to recognize. Cases of corruption are unveiled increasingly frequently even though most of them don??™t take place in broad daylight. According to World Bank report (2007), corruption is a 1 trillion-dollar industry around the world, thus combating corruption becomes one of the most important issues in the 21st century. Since corruption is a multidimensional phenomenon, caused by several factors, the solution cannot be simple and the fight must be pursued on many fronts. The major emphasis should be put on prevention, and particularly, as we argue, on the enforcement of corporate control mechanisms.
FIRMS: THE SUPPLY SIDE OF CORRUPTION
Many definitions have been given to corruption; most of them are deficient in one aspect or another. The most popular and simplest definition of corruption, which is used by the World Bank, is the abuse of public power for private benefit (Tanzi, 1998). One could deduct from this definition that corruption cannot exist in the private sector but the responsibility of corporations should not be underestimated. We prefer the definition given by the Australian Standard on Fraud and Corruption Control (AS8001:2003): corruption is a dishonest activity in which a director, executive, manager, employee or contractor of an entity acts contrary to the interests of the entity and abuses his position of trust in order to achieve some personal gain or advantage for himself or for another person or entity.
We must start with the simple recognition that there are two sides of corruption, those who demand acts of corruption and those who are willing for a price to perform those acts (Tanzi, 1998). This is the demand and supply side of corruption. Both sides conspire to corrupt practices, each for its own motives. Firms pay bribes primarily for three reasons: to counterbalance poor quality or high pricing, to create a market for redundant goods, or to stay in competition (Moody- Stuart, 1997). The empirical literature over the years has focused primarily on the demand side and this led to lack of balance in anticorruption efforts. However, policy-makers have started considering that maybe it would be a better strategy to reform the supply side, reducing bribe offers.
CORPORATE GOVERNANCE: AN ANTIDOTE TO CORRUPTION
The Global Compact Leaders Summit, on 24th June 2004, included a 10th principle against corruption: ???Businesses should work against corruption, in all its forms, including extortion and bribery???, sending a universal signal that the private sector must, as well, commit to the anti-corruption effort. Corruption cannot be reduced substantially without modifying the way firms operate. First of all, the notion that corruption makes bad business is not yet integrated into the culture of corporations. The dilemma is that corruption offers to companies short-term advantages. In the longer-term, however, the winners are those who protect their reputation and their shareholders. Thus, on the one hand, the investors need an assurance that their investment will not be channeled into unproductive activities, and on the other hand businessmen seek ways to attract investors, fulfil their expectations, with a view to make profits, or for others, maximize the value of the firm. To achieve this, more and more corporations have embarked on corporate governance reforms. Lack of, or weak governance systems provide a good environment for corruption to thrive (Mensah, Aboagye, Addo, & Buatsi, 2003). Corporate governance is a term that can no longer be ignored by businesses of any size, public or private. Actually, a stimulant that has prompt companies to focus on anticorruption measures was the rapid development of corporate governance. By its definition, corporate governance ???specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other
stakeholders, and spells out the rules and procedures for making decisions on corporate affairs???(OECD, 1999). Just like the good governance of the state, corporate governance sets out mechanisms to ensure the transparency and accountability of firms. As James Wolfensohn, ex President of the World Bank, once said: ???the governance of the corporation is as important in the world economy as the government of countries???. Corporate governance deals not only with the internal government of a company such as the relation between the board of directors and management but also with its relation to its suppliers, to its consumers, to its business partners, and to the government. Promoting basic principles of good governance is crucial in supporting the development of a strong private sector. Integrity and accountability are the values that guide the relationship between owners, managers, employees, and other stakeholders. A good corporate governance system entails also efficient shareholder controls and management responsibility (Shkolnikov, 2001). It creates a strong institutional environment where all business transactions are transparent, property rights are protected, and corruption is under control. At this point, it is interesting to cite what N. Vittal, a former central Vigilance Commissioner stated at his address in ASCI Conference on Governance in Banking and Finance at Mumbai on 14.06.99 about the interaction between corporate governance and corruption: ???Where does corruption come in corporate governance Corruption as we know is basically an aberration. Corruption is basically dishonesty. When we talk about corruption in corporate governance, we are referring to the corrupt practices, which go to harm the interests of shareholders and stakeholders. The management of enterprises, which comes in the way of corporate governance, becomes relevant in this context. Perhaps we can simplify the whole concept of corruption in corporate governance by saying that if we are able to make an enterprise work in a transparent and honest manner, to that extent, automatically there will be less corruption. If there is less corruption, automatically there will be good corporate governance.??? Corporate governance can become a critical catalyst to break the vicious cycle of bribery and corruption. Yet, there is lack of empirical studies on the linkage between corporate governance and corruption. Wu (2005) has shown that corporate governance is an important factor that determines the level of corruption and that the implementation of the principles of good corporate governance can improve firms??™ operating performance and can impose constraints, exposing the corrupt officials to higher risks of being caught. The relationship between corporate governance and corruption is bidirectional. Poor corporate governance breeds corruption but also corruption worsens corporate governance,
because firm managers and corrupt government officials connive at the deterrence of auditing and accounting standards so as to cover up bribery and managerial corruption. Du (2008) showed that a lower degree of corruption is associated with stronger corporate control mechanisms such as the legal protection of investor rights and corporate information disclosure standards. Corporate governance sets up mechanisms which combat corruption above legal basis; in terms of business ethics. The illegal flow of capital from the private sector to the pockets of government is definitely restrained. Corporate governance is an effective tool to restrict the participation of the private sector in corruption. Corporate governance shapes transparent and responsible companies, where the costs of corrupt behaviour are higher (Shkolnikov, 2005). The system that corporate governance establishes makes it harder for bribery to conceal because decisionmaking is not made by one person and behind closed doors, managers act in the interest of the company, board members exercise good judgment and investors receive quality information in time (Sullivan D.J., Shkolnikov A., 2004). Undoubtedly, corporate governance is an antidote to corruption in companies.
CORPORATE CONTROL MECHANISMS AS A TOOL FOR COMBATING CORPORATE CORRUPTION
The separation of ownership and control in organizations created problems regarding the stewardship of enterprises. The principal-agent problem or agency problem in the modern corporation and mainly the fact that managers have often different motives from the owners explains up to a point why firms get involved in corrupt practices undertaking great risks1. The difficulties to monitor managers and the information asymmetry between principal and agents add up to the problem. In order to control management, corporate control mechanisms, either internal (organisationally based) or external (market-based), are required (Walsh & Seward, 1990). The board of directors, corporate ownership structure, incentive contracts, internal labour market, the turnover of management and the performance-based compensation (in the form of cash or non-cash payments such as shares or share options) are some examples of internal control mechanisms that are used in order to safeguard the interests of shareholders and stakeholders. On the other side, the market, competition in the product market, outside
For example, undertaking a public project by bribing public officials may increase the compensations for the manager, but the firms may be held criminally liable for the bribery involvement for the years to come and the shareholders are forced to bear such a risk (Wu, 2005).
shareholder and debtholder monitoring, media pressure, debt covenants, government regulations (e.g. legal protection of investors??™ rights) managerial labor market and takeovers, are some of the external control mechanisms that assist internal ones to an effective corporate control. A strong board of directors that puts in priority the interests of shareholders can prevent the firm from offering bribes to public officials. Directors and managers are those who determine the corporate culture. Yet, they often sign shady contracts, ignoring the negative implications. Management decisions should be based on an ethical framework. This framework should ensure that, first of all, the board of directors monitors effectively corporate managers and executives2. Managers, directors and members of the board of directors that mind good governance will strive to provide reliable and precise information to the stakeholders and to the public. Directors will act with integrity and will be transparent in their disclosures about their personal shareholdings and business interests. The board is effective only if it is sufficiently independent from management and this usually requires an adequate number of independent directors, transparent board structure and rigid criterions for the selections of board of directors. An independent and competent corporate board that truly represents the interest of shareholders can help to prevent the opportunistic behaviours of the managers and is not willing to give in to corrupt officials (Wu, 2005). Adding to the problems of board independence is the performance-related awards that board members and managers are given in order to maximize shareholder??™s wealth. Most cash bonus plans as well as most stock option plans or stock award plans are based on accounting results. The question is what kind of incentives managerial contracts create. When there are setbacks in the firm??™s performance, management tries to find ways to conceal them or postpone breaking the news to the public, or even to the board, waiting for things to improve. The dilemmas are even greater when it comes to option awards because stock options lose their value in these situations. In these cases, transparency and full disclosure in financial reporting are often sacrificed. In order to conceal or delay the bad news, managers try to manipulate financial reports. And when they are unable to mask their managerial failures themselves, they use the creative talents of a financial consultant. The latter can match financial statements up to what manager wish. Accountants should contribute as well to efforts to reduce corruption. Because
From the Conference of CIPE ???Building Competitive Advantage in Nations: Increasing Transparency, Combating Corruption and Improving Corporate Governance??? , Budapest, March 26-28/2002
of their strategic positions within an enterprise they have access to financial information (Harding, 1999). As professionals, they are obliged to protect the public interest following professional and personal ethics. Auditors, besides accountants, are also an important mechanism to prevent fraudulent reporting. Especially internal auditors have a broad understanding of business operations because they are present year-round (Balkaran, 2002). They are the eyes and ears of management and from that position they can play a significant role in the organizations anticorruption efforts. They establish control mechanisms that prevent and detect the flaws in the organization. Equally, external auditors can discourage managers and accountants from falsifying financial statements and at the same time, checking on the internal control system, can contribute to the enhancement of the firm??™s regulations. Top management has the ultimate responsibility for preventing and fighting corruption because it establishes the financial reporting environment. Businessmen might condemn corruption on moral grounds but when it comes to business, values have to be put aside. In the name of profit, they justify their corrupt behavior (Adwan, 2003). Large bribery cases often involve top management. Certainly, it is practically impossible for management to uncover all errors and irregularities. On the other hand, internal control alone is not sufficient, neither is the external auditor. Furthermore, what the board can do is limited because it is not engaged on a full-time basis and relies on the internal and external auditor for the necessary information. Consequently, corporate boards, managers, auditors and accountants should all work together to create a financial reporting process of unparalleled integrity. And by introducing proper systems of corporate governance they can significantly reduce the opportunities for malpractice. In todays globalized economy companies with weak corporate governance systems are likely to suffer serious consequences; examples of those are financial scandals. The core elements of good governance may have been said in one way or another by many, but transferring these concepts from words into reality has proven to be a very difficult task to accomplish. The perceived low level of confidence both in financial reporting and in the ability of auditors to provide safeguards to shareholders and the lack of effective board accountability prove the above (Darrough, 2004). It still remains largely on a voluntary basis whether companies would institute good corporate governance mechanisms, and it is difficult to change corporate habits.
We should mention that the role of financial accounting information in corporate control mechanisms is not limited in the compensation contracts. DeAngelo (1988), for example, documents the importance of the use of accounting information in proxy fights. The existence of additional corporate control mechanisms in the availability of governance is of substantial importance. It is vital, during the examination of corporate control mechanisms, to have in mind that corporations usually use a range of governance mechanisms. Thus, the interactions between them should be seriously considered (Bushman & Smith, 2003). An elucidation of the importance of that consideration is thoroughly given by Bertrand and Mullainathan (1998). We should also consider the potential existence of ???complex interactions between incentive contracts written on objective performance measures and features of organizational design such as promotion ladders, allocation of decision rights, task allocation, divisional interdependencies, and subjective performance evaluation??? (Bushman and Smith-2003). A relative study is that of Baker, Gibbs & Holmstrom (1994a, b) who shed light to such complex relations.
THE ROLE OF FINANCIAL ACCOUNTING INFORMATION IN CORPORATE CONTROL MECHANISMS
Financial accounting information can be defined as ???the product of corporate accounting and external reporting systems that measure and publicly disclose audited, quantitative data concerning the financial position and performance of publicly held firms??™ (Bushman & Smith, 2001). Thus, financial accounting is the fundamental source of independently certified information about the performance of executives. Indeed, financial accounting systems provide valuable information to corporate control mechanisms that help to alleviate the agency problem which results from the separation of managers and financiers. The use of accounting information in corporate governance mechanisms can be explicit (direct) or implicit (indirect). Financial accounting information is explicitly used in managerial incentive contracts or debt contracts (direct use), but also contributes to the information contained in stock prices (indirect use). Furthermore, financial accounting
information is both an output of the governance process, since it is produced by managers, and also an input since it is used in corporate control mechanisms (Sloan, 2001). This is shown explicitly on Figure 1 below. As a result, additional governance mechanisms are required in order to ensure the quality, integrity, transparency, and reliability of the accounting information supplied by managers, such as adequate internal control systems, independent board members, vigilant audit committees and independent external auditors (Rezaee, 2005). A brief discussion of the direct and indirect uses of financial accounting in corporate governance is presented in the following subsections.
Financial Accounting Information
indirect use Stock prices
direct use (managerial incentive contracts)
Corporate control mechanisms Figure 1: Financial Accounting information as an input and output of the governance process
GOVERNANCE MECHANISMS AND FINANCIAL ACCOUNTING INFORMATION
The accounting information system is still regarded as the main source of effective and low-cost governance information. Indeed, the cost for shareholders and directors to gather and process data from the accounting information system is in many cases low, relative to alternative performance measures. Nevertheless, when it??™s difficult for accounting information system to provide substantial information about governance, corporations appeal to more costly governance mechanisms in order to compensate for the inadequacies (Bushman & Smith, 2001; Bushman & Smith, 2003).
Ittner, Larcker, and Rajan (1997), examine the factors that affect the choice between non-financial performance measures (e.g. productivity or market share) and financial performance measures (e.g. earnings or return on investment), focusing in annual bonuses. They indicate that the use of non-financial performance measures is greater in firms that follow an ???innovation-oriented prospector strategy??? than in firms that follow a ???cost leader strategy???. Bushman, Chen, Engel, and Smith (2000) taking into account a range of governance systems such as board composition, ownership concentration, stockholdings of inside and outside directors and the structure of executive compensation, argue that if current accounting numbers do a relatively poor job of capturing the effects of the firms current activities and outcomes on shareholder value, then the accounting numbers are less effective in the governance regulation.
DIRECT USES OF ACCOUNTING INFORMATION IN CORPORATE CONTROL MECHANISMS
The largest portion of governance research in accounting concerns the explicit use of financial accounting information in managerial incentive contracts. The use of accountingbased performance measures in managerial compensation contracts represents probably the most obvious governance role of accounting information. However, over the last three decades accounting profitability measures have become relatively less important in determining cash compensation of top executives (Bushman & Smith, 2001). In addition, cash compensation itself appears to have become a less important element of the overall payperformance system of managers. For most Chief Executive Officers, stock return appears to be the dominant component of their incentives (Core et al., 2000). In contrast to the compensation literature, the direct role of accounting information in debt contracts has not received much attention from accounting researchers, although it has developed significantly, particularly in private placements of debt and private lending agreements (Sloan, 2001). Performance pricing, which involves linking the interest rate that is charged on debt to accounting-based measures of financial health, is a frequent practice in financial contracting. However, there has been limited research on this explicit governance role of financial accounting information.
INDIRECT USES OF ACCOUNTING INFORMATION IN CORPORATE CONTROL MECHANISMS
The implicit use of financial accounting information in corporate governance mechanisms represents perhaps the most valuable role of accounting information. Any capital markets research focusing on the role of accounting information in the determination of security prices has potential governance implications, since investors are interested in the efficiency and liquidity of the capital markets in which their securities are traded (Sloan, 2001). Overall, financial accounting information is implicitly used in a variety of corporate governance mechanisms. Accounting information plays a significant role in the enforcement of investors??™ legal rights against management as well as in the enforcement of creditors??™ rights in the event of default and/or bankruptcy (Sloan, 2001). Furthermore, academic research shows that measures of accounting performance are used as input into the board??™s firing decisions and are also related to takeovers, proxy contests and institutional investor activism.
THE USE OF FINANCIAL ACCOUNTING NUMBERS IN SPECIFIC CONTROL MECHANISMS: MANAGERIAL INCENTIVE CONTRACTS
3.5.1 General Comments As previously mentioned, the use of accounting-based performance measures in managerial compensation contracts represents probably the most obvious governance role of accounting information. In this section we will verify the extensive use of financial accounting numbers in defining managerial contracts as it is documented in the compensation literature. Although this literature is not yet so developed and our understanding of the different practices in executive compensation is far from complete, the existing studies boost our assertion as regards the widespread use of accounting numbers in these contracts. Rather than offering an exhaustive review of research achievements, we present an intentionally selective examination of the relevant empirical and theoretical research on managerial incentive contracts, based on the pioneering work of Bushman who has reviewed and updated the relevant literature and data.
We can notice that researchers in most cases in the empirical models follow either an explicit or an implicit contract approach. When we are referring to the explicit contract approach we mean that the researcher is aware of the actual performance measures used. Whereas, in the implicit contract approach, the researcher is unaware of the details of the actual contracts and has no information about the actual performance measures used in the contracts (Bushman & Smith, 2001).
3.5.2 The Explicit Contract Approach Much of the empirical research regarding the use of accounting information in managerial contracts focuses on publicly traded firms in the United States. Bushman??™s paper provides an accurate review of the existing literature. It is worthy also to mention the study of Ittner, Larcker, and Rajan (1997) which collects data about the performance measures used in defining the annual bonus plans of up to 300 firms of the U.S. This study documents that the vast majority of the firms use at least one financial measure in their annual plans. It also mentions that earnings per share, net income as well as operating income proved to be the most common financial measures used. In general, numerous papers document the use of accounting information in incentive contracts. Another interesting and notable survey is that of Hogan and Lewis (1999) which substantiates adoption of residual income performance measures by a considerably number of publicly traded firms. Keating (1997) gives additional evidence on the use of accounting information in determining compensation contracts by establishing the significant use of accounting measures rather than the use of stock prices. Additionally, Ittner, Larcker, and Rajan (1997) find no evidence to support the explicit use of stock price information in annual bonus plans. 3.5.3 The Implicit Contract Approach In the studies where the implicit approach is used, unlike the explicit approach case, the actual performance measures used in the compensation layout are unidentified, compelling the researcher to surmise the appropriate measures. In these studies the researcher examines the sensitivity of compensation to performance measures mainly by regressing the measures of managerial compensation on the measures of performance.
In spite of its prevalence in practice, there are a lot of drawbacks in using this approach. The methodology in which it is based creates potential for serious errors in variables problems and for omitted variables. According to Bushman, however, ???most compensation studies in accounting include both accounting-based and stock price-based performance measures in incentive coefficient estimations, and thus partially deal with the omitted variables problem???. There is no wonder that this method still has a lot of drawbacks, however the fact that the results from the regressions show a positive relation between performance measures and managerial compensations adds a leg to stand on the use of these measures in the determination of incentive compensation of top executives. 3.5.4 The Evolution in Managerial Incentive Contracts It is a fact that accounting numbers were not always of prevalent use for the determination of managers??™ compensation. Bushman, Engel, Milliron & Smith (1998), document the shifting from accounting earnings and the use of other information in determining managers??™ compensations, over the 1971-95 period. All the more so, recent studies indicate that the sensitivity of compensation to shareholder wealth creation is ruled by changes in the value of stock and stock option holdings, and that trend seems blooming (Bushman & Smith, 2003). The explanation of this phenomenon requires that it would be appropriate to delve into the observed environmental changes. For instance, in the ???80s a lot of pressure groups composed of investors and stakeholders compelled corporations to select such board structures that assist to a better evaluation of managers??™ performance and conduce to their more effective inspection. Changes may have also occurred in the nature of the corporation itself. However, this recent shifting from direct accounting-based incentive plans towards equity-based plans does not mean automatically that accounting information has become less important for the governance of firms, since there are many issues to be considered (Bushman & Smith, 2003). First of all, the existence of an efficient financial accounting system is vital for the existence of a healthy stock market. Moreover, stock price incorporates potential limitations as a measure of current managerial performance since it reflects future anticipations. In general, stock price is not an adequate information source, while a complex set of performance measures, including detailed accounting and other performance data, is necessary for accurate performance assessments.
THE ROLE OF FINANCIAL REPORTING IN ACHIEVING CORPORATE TRANSPARENCY TO ALLEVIATE CORRUPTION
GENERAL COMMENTS Fundamentally, corporate disclosure and transparency are vital for a strong corporate
governance framework. Transparency, which is a desirable characteristic of financial reporting, can be defined as ???the extent to which financial reports reveal an entity??™s underlying economics in a way that is readily understandable by those using the financial reports??? (Barth & Schipper, 2008). The need for accurate, reliable, timely and accessible financial and non-financial business information is imperative in order to maintain corporate accountability. In this section, we present the interaction of financial reporting with corporate governance and the role of financial reporting in achieving corporate transparency to alleviate corruption and incidents of fraud.
THE INTERACTION OF FINANCIAL REPORTING WITH CORPORATE GOVERNANCE Corporate governance during the last century has gradually come into the spotlight
and became a matter of great interest and debate (Parker, 2005a). The effusion of corporate frauds and failures enhanced that interest while contemporaneously brought company directors, accounting regulations, auditors, and in general the accounting profession into sharp focuses (Parker, 2007). Santosh Shetty (2005) has stated about corporate governance: ???Corporate governance is the framework within which companies are directed and controlled. It basically shows the tone at the top ??” how management wants to control the affairs of the company. Corporate governance is therefore concerned with issues such as the effectiveness and efficiency of operations, the reliability of the financial reporting (disclosure norms and practices), compliance with laws and regulations and safeguarding of assets???. This brings up the need to examine the role of financial reporting in the more general concern of corporate governance and also the extent to which financial reporting serves the
needs of corporate governance for the benefit of a wide range of stakeholders and for the benefit of society in general. The existing literature contains different assumptions for an interaction between corporate governance systems and financial reporting systems. More specifically there are arguments that an ???effective system of corporate governance requires an effective financial reporting system, and that an effective financial reporting system requires a well-ordered system of financial accounting??? (Baker & Wallagey, 2000). Financial reporting has gradually become a highly complex activity that is of considerable interest to many persons throughout modern industrial society, while in past it was a relatively simple practice, primarily of interest to small groups of industrialists and financiers. The development of financial reporting within individual countries differs due to the influences of the history of each country (Baker & Wallagey, 2000). For instance, the British view has traditionally been that the main purpose of financial reporting is to provide information for investors, while the continental European view has been that financial reports can be used for several purposes or more specifically for corporate governance purposes (Ordelheide, 1993; Kuhner, 1997). Financial reports play an important role in the economic life not only by affecting the decisions of investors but also by contributing to the allocation of capital. The improvements in technology may mark the route of financial reporting in the future. Thus, financial reporting systems may probably evolve into electronic information systems providing financial and other forms of information concerning corporations widely available via the internet. However, there are arguments that even if it is technologically feasible for financial reports to be changed from their present form, there will still be a need for financial reporting in its traditional form as an essential component of effective corporate governance (Baker & Wallagey, 2000). Corporate governance is currently leading in a range of fields of research such as information systems or finance, with many professors indicating the existence of significant and wide-ranging relationship between financial external reporting and corporate governance. Thus, the literature referring to the connection between financial reporting and corporate governance is still showing a deficit. There a lot of unanswered questions that researchers are challenged to deal with. For example, it is important to specify what types of information can and should be produced for corporate governance purposes or what kind of information should be provided in order to satisfy the requirements of society for responsible corporate governance (Parker, 2007).
TRANSPARENT CORPORATE DISCLOSURE AS A PILLAR OF GOOD CORPORATE GOVERNANCE TO COMBAT CORRUPTION
The 21st Century must be the century of corporate integrity. A wave of corporate scandals in recent years has eroded public investor confidence and the need for improved financial reporting and for higher levels of transparency in the development of the world??™s financial markets has become urgent. More and more countries have focused on corporate governance reforms to strengthen the protection of the interests of investors with transparency being a necessary ingredient of good corporate governance. Corporate transparency is defined as ???the accessibility of information to stakeholders of institutions, regarding matters that affect their interests??? 3. Nevertheless, it is far more than the obligation to disclose basic financial information; transparency is a corporate value, reflecting the corporate culture. It has been a long time since corporations were first required to provide full and fair disclosure, informing investors about the condition of the corporation so as to make their investment decisions. Unfortunately, nowadays it is more prevalent for firms to distort their actual financial position through obscure and complicated language, burying the important data in footnotes4. The result is falsified financial reports, giving investors misleading impressions about the financial status of the corporation. The prime responsibility rests with management to establish a corporate environment that promotes the use of high-quality accounting standards in financial statements. The board of directors, executives, the audit committee, and the outside auditor are also to blame for fraudulent financial reporting, besides managers. The Sarbanes-Oxley act has first changed substantially the roles and responsibilities of corporate managers, directors, and both external and internal auditors. We all understood the important role of auditors after Enron collapse and WorldCom Inc.??™s bankruptcy. Following these, the public has come to believe that corporate executives are more interested in ???lining their own golden parachutes??? than in looking out for the interests of their stakeholders (Schumer, 2003). Transparency can help to reduce the level of corruption by increasing the probability of uncovering bribery acts. Supply side anti-corruption strategies aim at the lack of effective board accountability and at the low level of confidence both in financial reporting and auditors. As globalization of markets continues, companies address to an increasing number
3 Tapscott and Ticoll, (2003) ???The naked corporation: how the age of transparency will revolutionize business???, p.22 4 Gitlow, ???Corruption in Corporate America: Who is responsible Who will protect the investors???, pp. 60-61
of investors and the importance of proper financial accounting information grows with no geographical constraints. Accurate recording, classification and reporting of transactions in financial statements, full compliance with disclosure standards and annual external audit lead to quality information and a strong external reporting system. Corporate managers who are engaged in bribery practices often face a more difficult task of hiding the bribe payments from the shareholders when the accounting practices are of high standard. When the rules are applied, the internal control and monitoring system within the firms functions properly. As a result, the information asymmetry between the principals and the agents is reduced. This implies more efficient supervision of agents. Apart from transparency, values of corporate governance, such as accountability and fairness, prevent both the bribe takers and bribe payers from getting involved in corrupt practices (Wu, 2005). When ethics and regulations actually function, there is lower demand of bribes because public officials have the fear of being caught. Illegal payments and services cannot be concealed with sound accounting standards and financial reporting, even for companies that have access to different markets (Sullivan D.J., Shkolnikov A., 2004). Transparent corporate disclosure is one of the most important elements of good corporate governance. Due to the globalisation of the market economy and the conflicting stakeholder interests, companies are required to provide relevant and reliable information on their activities, strategies and plans. However, the level of transparency through disclosure that is acceptable to both the corporation and the increasing number of stakeholders remains a difficult balance, as markets seek a compromise between the high cost of collecting, analyzing and using information and the need to inform the various stakeholders and serve the public good (Gehlmann, 2003). In general, better corporate disclosure enhances the quality and level of monitoring of the firm by shareholders, and strengthens corporate governance. However, providing disclosures can cause negative competitor reaction, especially in industries where information is highly sensitive, and can also lead to greater shareholder litigation (Narayanaswamy, 2005). According to Bushman et al. (2004), transparency of corporate reporting depends principally on financial accounting disclosures, governance disclosures, timeliness and credibility of disclosures, and accounting policies. All the above elements determine the transparency of corporate financial reporting and, consequently, the effectiveness of the use of accounting information in corporate governance mechanisms.
TRANSPARENT CORPORATE FINANCIAL REPORTING TO COMBAT FINANCIAL STATEMENT FRAUD
Financial statement fraud, which has cost market participants including investors, creditors, pensioners, and employees more than $500 billion during the past several years, has recently received considerable attention from regulators, accountants, business bodies, academicians and the general community (Rezaee, 2005). Accounting scandals of high profile companies (e.g. Enron, WorldCom, Global Crossing) have questioned the effectiveness of corporate governance mechanisms, the quality of financial reports, and the credibility of audit functions. According to Rezaee (2005), financial statement fraud is ???a deliberate attempt by corporations to deceive or mislead users of published financial statements, especially investors and creditors, by preparing and disseminating materially misstated financial statements???. Misstated financial statements may involve overstatement of revenues or assets, understatement of expenses, omission of liabilities, mischaracterization of, or failure to disclose, transactions or other information material to a fair presentation of the reported results of operations, and/ or materially misleading disclosures (Dooley, 2002). Among the most common motivations for companies to commit financial statement fraud are the constant pressure to meet earnings projections, the competition for capital and the perverse compensation arrangements (Fahnestock & Yost, 2004). Imhoff (2003) argues that within the U.S. financial reporting environment, managers have increasingly been offered, mainly through cash bonus and stock option plans based on accounting results, incentives to manage earnings and to delay or conceal bad news. Therefore, while the financial reporting process provides investors and creditors with information about the entitys performance, it also impacts the current and future wealth position of its managers. For this reason, the use of accounting performance measures in management compensation contracts has been the most thoroughly researched corporate governance issue (Parker, 2007). However, the external financial reporting – corporate governance relationship is not limited to financial compensation and results alone, since governance accountabilities are also affected by corporate social and environmental impacts (Parker, 2007). The reporting environment of a publicly held firm includes a monitoring network comprised of those who follow the firm in the role of owner/investor, an intermediary such as an analyst or an investment banker, and those who have actual oversight responsibility such as the external auditor (Latham & Jacobs, 2000). A presentation of the financial reporting
system is given in Figure 2 below. Traditionally, the role of external auditors has been perceived as the most important factor in detecting and preventing financial statement fraud. In recent years, however, the entire corporate governance system (board of directors, audit committee, top management team, internal auditors, external auditors, and governing bodies) is responsible for ensuring the integrity, transparency, and quality of financial statements.
Audit committee The Company Board of directors Managers Internal control system Accountants Corporate financial reporting Institutional & Legal Framework (SEC, GAAP) External Auditor
Figure 2: The financial reporting system
CONCLUDING REMARKS AND PROPOSALS FOR FURTHER RESEARCH
Financial accounting systems provide valuable information to corporate control
mechanisms that help to alleviate the agency problem which results from the separation of management and investors. The use of accounting-based performance measures in managerial compensation contracts represents probably the most obvious governance role of accounting information. Furthermore, financial accounting information is both an output of the governance process, since it is produced by managers, and also an input since it is used in corporate control mechanisms. One of the most important elements of good corporate governance is transparent corporate disclosure. Companies are required to provide relevant and reliable information on
their activities, strategies and plans. In general, better corporate disclosure enhances the quality and level of monitoring of the firm by shareholders and strengthens corporate governance. Corporate governance sets out mechanisms to ensure the transparency and accountability of firms. More and more countries have focused on corporate governance reforms to strengthen the protection of the interests of investors with transparency being a necessary ingredient of good corporate governance, because it can increase the probability of uncovering bribery acts. The system that corporate governance establishes makes it harder for bribery to conceal because decision-making is not made by one person and behind closed doors. Since corruption is a multidimensional phenomenon, the solution cannot be simple and the fight must be pursued on many fronts with the enforcement of corporate control mechanisms being the key. In summary, we propose that future research should concentrate in investigating more thoroughly the contribution of financial accounting information to corporate governance mechanisms and consequently to anti-corruption measures. First of all, there has been limited attention to the direct governance role of financial information in debt contracts. Moreover, researchers should explore the use of financial information in other control mechanisms, beyond managerial incentive contracts, for example in the board of directors. A cross-country analysis would be rather enlightening. We also think that it would be interesting to exploit the interactions among different corporate control mechanisms and how they are affected by the limitations posed by accounting information. Last but not least, it is important to start moving beyond thinking accounting numbers only as the result of the firm??™s performance and focus on its potential use in governance mechanisms.
The authors are the copyright holders of this paper. No quotation or citation is allowed, unless previous written authorization is obtained from the authors.
Books Tapscott, D. and Ticoll, D. (2003), The naked corporation: how the age of transparency will revolutionize business, New York: Free Press Gitlow, L.A. (2005), Corruption in Corporate America: Who is responsible Who will protect the investors, Oxford: University Press of America Inc Moody-Stuart, G. (1997), Grand Corruption in Third World Development, London: World View Publishing, Oxford press Articles Baker, G., M. Gibbs, and B. Holmstrom, (1994a), “The Wage Policy of a Firm”, Quarterly Journal of Economics, 109:4, pp.921-55 Baker, G., M. Gibbs, and B. Holmstrom, (1994b), “The Internal Economics of the Firm: Evidence from Personnel Data”, Quarterly Journal of Economics, 109:4, pp.881-919 Baker, R. and Wallagey, P. (2000), “The Future of Financial Reporting in Europe: Its Role in Corporate Governance”, The International Journal of Accounting, 35:2, pp.173-187 Balkaran, L. (2002), ???Curbing corruption???, The Internal Auditor, 59:1, pp.40-43, 45, 47. Barth, M.E., Schipper, K. (2008), “Financial Reporting Transparency”, Journal of Accounting, Auditing & Finance, 23: 2, pp.173-190 Bushman, R.M. & Smith A.J. (2001), “Financial Accounting Information and Corporate Governance”, Journal of Accounting & Economics, 32:1-3, pp.237-333 Bushman, R.M. & Smith A.J. (2003), “Transparency, Financial Accounting Information, And Corporate Governance”, Economic Policy Review (Federal Reserve Bank of New York) 9:1, pp.65-87 Bushman, R.M., Piotroski, J.D. & Smith A.J. (2004), “What Determines Corporate Transparency”, Journal of Accounting Research, 42:2, pp.207-252 Dandino, P.E. (2004), “Corporate Governance: Something for Everyone”, Franchising World, 36:1, p.41-2 DeAngelo, L. (1988), “Managerial Competition, Information Costs, and Corporate Governance: The Use of Accounting Performance Measures in Proxy Contests”, Journal of Accounting and Economics, 10:1, pp.3-36
Dooley, D.V. (2002), “Financial Fraud: Accounting Theory and Practice”, Fordham Journal of Corporate & Financial Law, Symposium, 8, pp.53-88 Du, J. (2008) “Corruption and Corporate Finance Patterns: An International Perspective”, Pacific Economic Review, 13:2, pp.183-208 Fahnestock, R.T., Yost, G.C. (2004), “The Rationale For and Implications of Recent Business Failures on the Accounting Profession”, Journal of Accounting and Finance Research, 12: 5, pp.118-131 Gehlmann, G.A. (2003), “The Limits of Corporate Disclosure”, Economic Review, 34: 1, pp.16-20 Gray, C.W. & Kaufmann, D. (1998), “Corruption and development”, Finance & Development, 35:1, pp.7-10 Imhoff, E.A. (2003), “Accounting Quality, Auditing, and Corporate Governance”, Accounting Horizons, Supplement, 17, pp.117-128 Ittner, C., Larcker, D., & Rajan, M. (1997), “The Choice of Performance Measures in Annual Bonus Contracts”, The Accounting Review, 72:2, pp.231-255 Keating, S. (1997), “Determinants of divisional performance evaluation practices” Journal of Accounting and Economics, 24: 3 pp.243-273 Kuhner, C. (1997), Maintaining Economic Stability as a Motive for Statutory Accounting Requirements The European Accounting Review, 6: 4, pp.733-754 Latham C.K., Jacobs F.A. (2000), “Monitoring and Incentive Factors Influencing Misleading Disclosures”, Journal of Managerial Issues, 12: 2, pp.169-187 Narayanaswamy, R. (2005), “Expanding Corporate Disclosure: Discussion”, IIMB Management Review, 17: 1, pp.55-69 Nash, J. (2006), “Fighting bribery starts with good corporate governance”, Chartered Accountants Journal, pp.63-64 Ordelheide, D. (1993), “True and Fair View: A European and a German Perspective, European Accounting Review, 2:1, pp.81-90 Parker, Lee D. (2005a), “Corporate governance crisis down under: post-Enron accounting education and research inertia”, European Accounting Review, 14:2, pp.303-314 Parker, Lee D. (2007), “Financial and external reporting research: the broadening corporate governance challenge”, Accounting and Business Research, 37:1, pp.39-54 Pidaparthi Venkata Rama Sastry, “Supply Side Issues in Procurement Corruption: Is the Developed World Responding Adequately to the Needs of the Developing World”, Journal of Development and Social Transformation, pp.109-116
Rezaee, Z. (2005), “Causes, consequences, and deterrence of financial statement fraud”, Critical Perspectives on Accounting, 16: 3, pp.277??“298 Santosh S. (2005), “Expanding Corporate Disclosure: Discussion”, IIMB Management Review, 17: 1, pp.55-69 Schumer, C.E. (2003), “Strengthening Corporate Governance”, The Internal Auditor, 60:1, supplement, pp.4-7 Sloan, R.G. (2001), “Financial accounting and corporate governance: a discussion”, Journal of Accounting & Economics, 32: 1-3, pp.335-347 Vogl, F. (1998), “The supply side of global bribery”, Finance & Development, 35:2, pp 30-3 Wu, X. (2005), “Corporate Governance and Corruption: A Cross-Country Analysis” Governance, 18: 2, pp.151-170 Walsh P.J. & Seward K. J. (1990), “On the Efficiency of Internal and External Corporate Control Mechanisms”, Academy of Management review, 15:3, pp.421-458
Working papers Bertrand, M., and S. Mullainathan (1998), Executive Compensation and Incentives: The Impact of Takeover Legislation, NBER Working Paper 6830 Bushman, R., E. Engel, J. Milliron, and A. Smith (1998), An Empirical Investigation of Trends in the Absolute and Relative Use of Earnings in Determining Cash Compensation of CEOs, Working Paper, University of Chicago Bushman, R., Q. Chen, E. Engel, and A. Smith (2000), The Sensitivity of Corporate Governance Systems to the Timeliness of Accounting Earnings, Working Paper, University of Chicago Core, J.E., Guay, W. & Verrecchia, R.E. (2000), Are Performance Measures Other than Price Important to CEO, Working Papers, Yale School of Managements Economics Research Network, pp.1-46 Hogan, C., and Lewis, C. (1999), The long-run performance of firms adopting compensation plans based on economic profits, Working paper, Owen Graduate School of Management, Vanderbilt University Kaufmann D., Kraay A. and Mastruzzi M. (2007), Governance Matters VI: Governance Indicators for 1996-2006, World Bank Policy Research Working Paper No. 4280 Tanzi, V. (1998), Corruption around the world: causes, consequences, scope, and cures, Working Paper no 98/63, International Monetary Fund, Washington DC, pp. 1-39
Papers from conferences Center for International Private Enterprise (CIPE), background papers ???Corporate Governance: An Introduction??? and ???Corporate Governance: An Antidote to Corruption??? [online] from the Conference on Building Competitive Advantage in Nations: Increasing Transparency, Combating Corruption and Improving Corporate Governance organized by CIPE, Budapest, 26- 28 March 2002. [Accessed 5th June 2008]. Available from World Wide Web: http://www.cipe.org/programs/roundtables/budaconf/index.php Shkolnikov A. (ed), ???Corporate Governance: An Antidote to Corruption???, Workshop by The Center for International Private Enterprise (CIPE) on Corporate Governance from the Tenth International Anti-Corruption Conference on Together Against CorruptionDesigning Strategies, Assessing Impact, Reforming Corrupt Institutions, organized by Transparency International, Prague 7-11 October 2001 Vittal N., ???The corruption in corporate governance??? [online], Address in ASCI Conference on Governance in Banking and Finance, Mumbai, 14 June 1999. [Accessed 4th June 2008]. Available from World Wide Web: http://cvc.nic.in/vscvc/cvcspeeches/99april1.html
Occasional papers and reports Adwan, C.D. (2003), Corporate Governance for Countering Bribery: Controlling the Supply Side of Corruption [online]. [Accessed 21st July 2008]. Available from World Wide Web: www.11iacc.org/download/0623/WS%201.2%20Adwan%20Paper.doc Bray J., Cote-Freeman S, Heiman F., Wilkinson P., Gilman S., Vlassis D., Perazzo S., Richter J. (2006), Business Against Corruption ??“ case stories and examples [online], Birgit
United Nations Global Compact Office, [Accessed 28th July 2008]. Available
from World Wide Web: http://www.unglobalcompact.org/docs/issues_doc/7.7/BACbookFINAL.pdf Darrough M.N. (2004), The FCPA and the OECD Convention: Some Lessons from the U.S. Experience [online]. [Accessed 6th June 2008]. Available from World Wide Web: http://www.baruch.cuny.edu/facultyhandbook/documents/BriloffPrize-Darrough04.pdf Errath B., Brew P., Moberg J., Brooks J., (2005), Business Against Corruption – A Framework for Action, Joint Publication by the UN Global Compact, the Prince of Wales International Business Leaders Forum and Transparency International. [Accessed 28th July 2008]. Available from World Wide Web:
http://www.unglobalcompact.org/docs/issues_doc/7.7/BACtextcoversmallFINAL.pdf Harding F., (1999), Corruption: Rising to the Challenge [online], International Federation of Accountants Website. [Accessed 2nd May 2008]. Available from World Wide Web: http://www.ifac.org/library/Article.tmplNID=9599421486230 Mensah S., Aboagye K., Addo E., & Buatsi S. (2003), Corporate Governance And Corruption In Ghana Empirical Findings And Policy Implications, African Capital Markets Forum OECD, (1999), OECD Principles of Corporate Governance [online]. Available from World Wide Web: http://www.oecd.org/dataoecd/32/18/31557724.pdf Shkolnikov A. (ed), Chambers of Commerce: Combating Corruption and Improving Corporate Governance, Economic Reform Issue Paper, No. 0503, 16 June 2005, published by The Center for International Private Enterprise (CIPE) Sullivan D.J., Shkolnikov A., Combating Corruption: Private Sector Perspectives and Solutions, Economic Reform Issue Paper, No. 0409, 22 September 2004, published by The Center for International Private Enterprise (CIPE) The Global Contact (2004), Guidance Document on the Implementation of the 10th Principle against Corruption [online]. Available from World Wide Web: www.unglobalcompact.org/docs/issues_doc/7.7/guid_a-corr_081204.pdf