impact of corporate governance reforms in india: an
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Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 29
Impact of Corporate Governance Reforms in India: An Empirical
Study of Selected Indian Companies
Puneeta Goel1
Abstract
Corporate Governance has gained significant importance in recent times and is
one of the key variables in measuring corporate excellence. Corporate governance
reforms in companies act, 2013 and revised clause 49 of listing agreement by SEBI
in 2014 set the benchmark for corporate governance in India. This paper aims to
study the impact of the corporate governance reforms recently introduced in India
by analyzing the corporate governance in Indian companies during pre reform
period (2012-13) and post reform period (2015-16) that is after introduction of
major reforms in 2013-14. The results indicate a significant improvement in
corporate governance structures and processes implied by Indian companies.
However, no significant relationship is found with financial performance. No doubt
these reforms have made Indian corporate governance model more transparent
and at par with global norms but there is a need to further understand the specific
issues affecting corporate governance in different sectors in India.
Key Words: Corporate Governance, Clause 49, Reforms, Financial performance
1. Introduction
Corporate governance has emerged as an important concept of empirical investigation
due to the change in core business objective from profit maximization for shareholders to
value enhancement for different stakeholders. The recent exposure of corporate
governance scandals across economies has made the importance of corporate governance
more significant. Corporate governance has been driven across the world because of such
failures, unethical business practices by big players, insufficient disclosures, lack of
transparency, inefficient top management in boards and neglecting social responsibility
(Kaur and Mishra, 2010).
1.1 Corporate Governance in India
As per Companies Act 1956, the public limited companies were required to follow
limited governance and disclosure standards. Corporate Governance reforms started in
India since the liberalization of economy in 1991. First voluntary code of corporate
governance was issued by Confederation of Indian Industry (CII) in 1998 followed by as
series of reforms introduced by Securities and Exchange board of India (SEBI) based on
recommendations by various committees set for corporate governance. While the
progress in introducing reforms is quite significant, the impact was not that impressive.
One of the major challenges for successful implementation of corporate governance
reforms was that they are primarily based on Anglo Saxon Model of governance which is
1 Associate Professor,
Amity University, Noida
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 30
not suitable to Indian companies dominated by family business. Instead of a corporate
governance model where management is responsible towards shareholders we need a
model to discipline the dominant shareholders and protect the interest of minority
shareholders. Another problem in bringing efficient corporate governance model in
Indian context is weak enforcement of corporate governance regulations which raises
doubt in the mind of investors.
Currently the corporate governance reforms are at cross roads where no doubt the
intention behind the reforms is good but we need to find solution for effective
implementation to Indian model more effective addressing the specific challenges in
Indian context. The enactment of new Company Act, 2013 has been done to enhance
corporate governance disclosures, bring transparency in operations and protect the
interest of minority shareholders and other stakeholders (Prasanna, 2013). Security
Exchange Board of India (SEBI) has endeavored to improve corporate governance
structures in India and introduced new improved standards of corporate governance for
listed firms in India (Sehgal and Mulraj, 2007). Corporate governance reforms in
companies act, 2013 and revised clause 49 of listing agreement by SEBI in 2014 set the
benchmark for corporate governance in India.
This paper aims to study the effectiveness of the corporate governance reforms in India
by analyzing the corporate governance practices followed by Indian companies in a pre
reform period taken as 2012-13 and post reform period taken as 2015-16 that is after
introduction of major reforms in 2013-14.
2. Review of Literature
As the developing economies are competing with other economies for better investment
and business opportunities, they need to stress on better and effective systems of
corporate governance (Sanan and Yadav, 2011). Every country is trying to frame and
improve their corporate governance mechanism to ensure better compliance. However
framing corporate governance guidelines is easier than actually implementing them in
true spirit. Thus, corporate governance reforms can only be effective if they are alined
with political and legal reforms in larger context (Ananya M R, 2002). Indian companies
are found to disclose not even the mandatory information about corporate governance
(Chatterjee D, 2011). The multinational Indian companies having international
operations are found to disclose voluntary requirements as well (Sharma and Singh,
2009). India still has a long way to go to match international standards of governance
and reporting (Narayanaswamy et al, 2012). Though independent directors are a
significant component of corporate governance but their presence on board has not
affected corporate rankings and performance (Kaur and Misra, 2010). Some researchers
have found no significant difference in corporate governance disclosures by Indian
companies but others have found difference in disclosures by different sectors in India
(Bhasin, 2012; Bhardwaj and Rao, 2014)
With respect to relationship between corporate governance and financial performance,
many researchers have found corporate governance significantly influences financial
variables like ROC, ROA etc. (Abatecola et al., 2012; Beiner et al., 2006), leads to better
risk return trade off for investors (Prasana, 2013) and higher valuation of shares (Kohli
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 31
and Saha, 2008; Monda & Giorgino, 2013). However, many other researchers have not
found any significant impact of board diversity on corporate performance (Sarpal &
Singh, 2013) and of governance variables on future stock prices (Bhagat & Bolton,
2008).
The review of literature gives a clear indication of significance of corporate governance
in business management but sets an ambiguous relationship between corporate
governance and corporate performance. Many studies have highlighted the significance
of corporate governance reforms in India but no study was found to study the impact of
reforms on corporate governance. This paper aims to study the corporate governance
practices followed by Indian companies in pre and post reform period and its impact on
financial performance.
3. Hypothesis
H1: There is a significant difference between corporate governance practices of Indian
companies during pre and post reform period.
H2: Corporate Governance has significant impact on financial performance of selected
companies.
4. Methodology
This study takes into account companies in the list of ET500, 2016 which ranks listed
Indian companies based on highest revenue generated during the year. Taking a sample
of top 100 companies ranked in the list, 68 companies have been selected for the study.
Banking and Financial Services sectors have been excluded as the financial norms are
different for this sector. Data for corporate governance performance has been taken for
two periods i.e. 2012-13 and 2015-16. To study the impact of corporate governance on
financial performance, the corporate governance score is related to market and
accounting ratios.
4.1 Measuring Corporate Governance Performance
Review of literature suggests that corporate governance performance has been measured
using different tools by several researchers. There is no standard scale set to measure
corporate governance performance of the companies. In Indian the new revised clause 49
of the listing agreement issued by SEBI is a bench mark for corporate governance
performance by Indian companies. Ministry of corporate affairs has also made certain
amendments in company law to encourage better governance and corporate social
responsibility.
4.2 Recent Corporate Governance Reforms in India
SEBI has issued revised clause 49 of the listing agreement for all listed companies in
India. Some of the important highlights include protecting rights of shareholders, timely
disclosures, preventing of insider trading and equitable treatment of shareholders. It
further states that rights of all the stakeholders must be recognized and respected. There
should be transparency in financial and non financial disclosures. The duties of the board
should be clearly published and aligned with the interest of the stakeholders.
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 32
The board must have 50% non executive directors and there should be at least one
women director. If chairman of the company is non executive director, board must have
one-third of independent directors and incase of executive director as chairman, 50% of
the directors should be independent. There should be a meeting of independent directors,
where no other director is present, to analyze the performance of other directors.
Independent directors should be familiarized with their role and functions in the
company. The payment scheme of non –executive directors should be approved by
shareholders. However, the independent directors are not eligible for stock option
schemes.
Board of directors shall lay down a code of conduct for directors and senior management
personnel which shall be posted on the website of the company. Directors must ensure
strict compliance of the same in annual report. The board of directors should meet at
least four times in a year with a maximum gap of one twenty days. A director can be a
member of maximum of 10 committees and chairman of not more than 5 committees. It
has been made mandatory to have a whistle blower policy to have vigilance mechanism
to report unethical practices and violation of code of conduct. The board must constitute
audit committee, nomination and remuneration committee, with independent director as
their chairman. Risk management committee shall also be constituted with a board
member as chairman. Company must form a policy on materiality and dealings with
related party transactions. At least one independent director should on the board of the
subsidiary company. A committee named Stakeholders Relationship Committee must be
constituted which would consider and resolve the security holders’ grievances. A
separate section on corporate governance should be made in annual report where all
compliance and non compliance of mandatory provisions should be reported.
Table 1 shows the parameters of measuring corporate governance stressing on significant
features of clause 49 and mandatory and voluntary guidelines for good governance
issued by new Company Act, 2013. This self developed model of measuring corporate
governance uses eight parameters of good corporate performance. Corporate governance
score has been calculated on a scale of 1-3 for each parameter except seventh and eighth
parameter for which the scale used is 0-1.
Sl.No. Table1: Parameters of Corporate Governance
CG1 Number of Meetings of Board of Directors in a year
CG2 Number of Independent Directors on the Board
CG3 Number of Women Directors on the Board
CG4 Code of Ethics for Senior management Available on website
CG5 Number of Committees of Board of Directors
CG6 Number of Committees headed by Independent Directors
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 33
CG7 Separate Meeting of Board of Directors
CG8 Whistle Blower Policy Defined and Stated by the Company
5. Analysis 5.1 Corporate Governance during Pre and Post Reforms in India
Paired t test has been used to check the significant difference in the corporate governance
performance of the selected companies during the pre reform period of 2012-13 and
during the post reform period of 2015-16.
Table 2: Paired Samples Statistics
Mean Std.
Deviation
Std.
Error
Mean
Pair 1 CG12015-16 2.222 0.462 0.063
CG12012-13 2.037 0.548 0.075
Pair 2 CG22015-16 2.037 0.672 0.091
CG22012-13 2.111 0.502 0.068
Pair 3 CG32015-16 1.111 0.572 0.078
CG32012-13 0.722 0.787 0.107
Pair 4 CG42015-16 1.315 0.469 0.064
CG42012-13 1.222 0.420 0.057
Pair 5 CG52015-16 2.315 0.469 0.064
CG52012-13 1.889 0.691 0.094
Pair 6 CG62015-16 1.907 0.652 0.089
CG62012-13 1.741 0.521 0.071
Pair 7 CG72015-16 0.648 0.482 0.066
CG72012-13 0.185 0.392 0.053
Pair 8 CG82015-16 1.000 0.000 0
CG82012-13 0.870 0.339 0.046
Pair 9 TCG2015-16 12.556 1.645 0.224
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 34
TCG2012-13 10.778 2.195 0.299
Table 2 shows the results of the paired sample test for CSR performance in 2012-13 and
2015-16. Pair 1-8 shows the mean score for individual parameters identified for
measuring corporate governance performance and pair 9 is the mean score of total
corporate governance score of each company. The mean score of corporate governance
has increased for all individual parameters and for total score also which indicate
improvement in corporate governance performance of the selected companies after the
introduction on the reforms. The highest mean score for CG5 indicate that most of the
companies have started making number of committees of board of directors for better
control and efficient monitoring of the organization. The mean score is minimum for
parameter 7 which reflects that most of the companies have not started holding
separating meeting of independent directors as recommended by the recent reforms. The
highest increase in mean score for third parameter specifies that most of the companies
have appointed women director on board. The difference in mean score is minimum for
code of ethics and whistle blower policy which suggest that most of the companies have
developed the same in 2012-13 and continue to do the same in 2015-16 as well.
Table3: Paired Samples Test
Paired Differences t df
Mean
Std.
Deviat
ion
Std. Error
Mean
Lower Upper
sig.
(2tail
ed)
Pair
1
CG1 2015-16 -
CG1 2012-13 0.185 0.552 0.075 0.035 0.336 2.460 53
0.017
Pair
2
CG2 2015-16 -
CG2 2012-13
-
0.074 0.578 0.079 -0.232 0.084
-
0.942 53 0.351
Pair
3
CG3 2015-16 -
CG3 2012-13 0.389 0.899 0.122 0.144 0.634 3.179 53 0.002
Pair
4
CG4 2015-16 -
CG4 2012-13 0.093 0.293 0.039 0.030 0.172 2.326 53 0.024
Pair
5
CG5 2015-16 -
CG5 2012-13 0.426 0.662 0.090 0.245 0.606 4.730 53 0.000
Pair CG6 2015-16 - 0.167 0.637 0.087 -0.007 0.341 1.923 53 0.060
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 35
6 CG6 2012-13
Pair
7
CG7 2015-16 -
CG7 2012-13 0.463 0.539 0.073 0.316 0.610 6.306 53 0.000
Pair
8
CG8 2015-16 -
CG8 2012-13 0.129 0.339 0.046 0.037 0.222 2.810 53 0.007
Pair
9
TCG 2015-16
- TCG 2012-
13
1.777 2.125 0.289 1.197 2.358 6.148 53 0.000
Table 3 shows the result of paired t-test between corporate governance in 2012-13 and
2015-16. The p value is 0.00 for total corporate governance score which indicates a
statistically significant difference between the CG performance of companies in the pre
reform and post reform period. The positive value of t-test indicates improvement in
corporate governance in the post reform period. This leads to rejecting the null
hypothesis and accepting alternate hypothesis 1 that is corporate governance has
significantly improved after the introduction of reforms and there is a significant
difference between corporate governance during pre and post reform periods. However if
we consider the individual parameters of corporate governance, there is no significant
difference in framing code of ethics and conducting separate meeting if independent
directors. All other individual parameters of corporate governance have shown a
significant difference in performance over the two periods under study. Thus H1 is
rejected.
5.2 Correlating Corporate Governance and Financial Performance
Market valuation ratios and Accounting ratios have been used to measure financial
performance. Return on Sales (ROS), Return on Equity (ROE) and Return on Assets
(ROA) have been used as accounting ratios and Tobin Q, Market Capitalization and Beta
as market valuation ratios for the two periods. Tobin Q is calculated as market value of
the company divided by replacement value of the assets of the company. Market
capitalization refers to the total market value of the company which can be calculated by
multiplying current outstanding shares of the company by the current market price of a
share. Beta is a measure of systematic risk of the securities and thus beta coefficient has
been used as measure of market valuation of the company’s financial performance.
Return on sales measures the profit earned on sales and is calculated by dividing
operating profits by net sales. Return on equity is a measure of financial performance
calculated by dividing net income by shareholder’s equity. Return on assets is a indicator
of how profitable is a company relative to its total assets. It is calculated by dividing net
income by total assets.
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 36
Table 4: Correlation Between Corporate Governance and Financial Performance
TCG ROS ROE ROA TobinQ Mkt
Cap
Beta Period
TCG
Pearson
Correlation 1 0.331 0.131 0.158 0.082 0.068 0.074
Pre
Reform
Sig. (2-
tailed) 0.006 0.291 0.199 0.508 0.580 0.551
TCG
Pearson
Correlation 1 0.071 0.100 0.149 0.171 0.216
-
0.144
Post
Reform
Sig. (2-
tailed) 0.565 0.420 0.225 0.166 0.120 0.240
Source: Calculated by the researcher
Table 4 highlights the relationship between corporate governance and different
parameters of financial performance during pre and post reform period. Total corporate
governance score is found to be correlated with ROS in pre reform period. There is no
significant relationship with any other financial parameter during pre and post reform
period. The results are inconsistent with Klapper and Love (2002), Mohanty P. (2003);
Bauer et al (2003), Kumar J. (2004) as there is no significant correlation between
corporate governance and market valuation and profitability. However, only a moderate
or low impact of corporate governance was observed on corporate performance. Misra &
Vishnavi (2012) confirm that regulations on corporate governance have not been able to
provide any significant benefit to the investors by way of reducing market risk or
increasing returns.
5.3 Regression Model
Further, regression analysis is used to study the impact of total CG score on financial
performance. Size of the company has been used as control variable as larger companies
may influence profitability. Thus, log of total assets and log of total sales are used as
proxy for size of the company.
Total corporate governance (TCG) score of company is taken as independent variable
and ROS, ROE, ROA, Tobin Q, Market Cap and Beta are taken as dependent variables.
Following regression equations shall be tested:
ROS = β0 + β1TC G + β2TA+ β3 Sales+ Ɛ
ROE = β0 + β1TC G + β2TA+ β3 Sales+ Ɛ
ROA = β0 + β1TCG+ β2TA + β3 Sales+ Ɛ
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 37
Tobin Q = β0 + β1T CG+ β2TA + β3 Sales+ Ɛ
Market Cap = β0 + β1TCG+ β2TA + β3 Sales+ Ɛ
Beta = β0 + β1TCG+ β2TA + β3 Sales+ Ɛ
Table 5: Result of Regression Model of TCG on Financial Performance Indicators
Coefficie
nts
ROS ROE ROA Tobin Q Mkt Cap Beta
P1 P2 P1 P2 P1 P2 P1 P2 P1 P2 P1 P2
Intercept
(significa
nce)
0.661
(0.511)
-1.373
(0.175)
1.404
(0.165)
0.815
(0.418)
1.548
(0.127)
1.189
(0.239)
3.331
(0.001)
1.857
(0.068)
3.259
(0.002)
1.656
(0.103)
1.372
(0.175)
2.316
(0.024)
TCG
(significa
nce)
2.492
(0.015)
0.550
(0.584)
1.817
(0.074)
0.899
(0.372)
1.905
(0.061)
1.330
(0.188)
2.440
(0.018)
1.649
(0.104)
1.402
(0.166)
0.553
(0.582)
0.179
(0.859)
-1.245
(0.218)
Control
Variable
(TA)
(significa
nce)
2.188
(0.032)
-1.399
(0.167)
-1.882
(0.065)
-2.016
(0.048)
-1.356
(0.180)
-1.595
(0.116)
-3.773
(0.000)
-3.164
(0.002)
-1.919
(0.059)
-2.320
(0.024)
1.345
(0.183)
2.099
(0.040)
Control
Variable
(sales)
(significa
nce)
-3.649
(0.001)
2.872
(0.006)
0.944
(0.349)
1.432
(0.157)
0.233
(0.817)
0.491
(0.625)
1.614
(0.112)
1.512
(0.135)
0.850
(0.399)
2.103
(0.039)
-1.104
(0.274)
-2.612
(0.011)
R Square 0.266 0.122 0.073 0.071 0.067 0.066 0.211 0.167 0.066 0.090 0.034 0.120
F Stat
(significa
nce)
7.718
(0.000)
2.961
(0.039)
1.661
(0.184)
1.596
(0.199)
1.521
(0.218)
1.498
(0.224)
5.628
(0.002)
4.201
(0.009)
1.496
(0.224)
2.105
(0.108)
0.733
(0.536)
2.896
(0.042)
Table 5 shows the impact of corporate governance (TCG) score and five financial ratios.
It is observed that increase in CG is positively and significantly impacting ROA (p value:
0.015), Tobin Q (p value: 0.018) and tending to impact ROA (p value: 0.061) for the
period P1. But in P2 no significant impact of corporate governance on financial
performance is noticed. Overall, there is a significant improvement in the relationship of
two variables over the period of time. The regression model suggests that corporate
governance is a significant predictor of accounting ratio ROS in P1 and P2 with f-stat
Amity Journal of Commerce and Financial Review Puneeta Goel
Volume 2, Issue 1, 2018 38
7.718 (p value: 0.000) and 2.961 (p value: 0.039) respectively. Similarly for market
valuation ratio Tobin Q, corporate governance is found to be a significant predictor as f
stat is valued at 5.628 (p value: 0.002) and 4.201 (p value: 0.009) for P1 and P2
respectively. The result of the correlation and regression analysis help to reject H2 as
there is moderate but significant relationship between total score of CG and different
accounting and market valuation ratios.
6. Discussion and Conclusion
India has seen a change in corporate governance norms from mandatory to voluntary and
then again to mandatory over the period of last thirty years. India is trying to match
international norms of corporate governance while address the challenges specific to
Indian companies (Pande and Kaushik). It is really interesting to see how Indian
companies are responding to such changes and implementing the recommendations by
SEBI and Company law from time to time. Corporate governance reforms have helped in
improving governance standards and internal efficiency of listed companies (Goel &
Mclver, 2015). The analysis of this study reveals that considering different mandatory
regulations, there is a significant improvement in corporate governance structures and
processes implied by Indian companies. As per clause 49, significant importance has
been given to inclusion of independent directors on board but as availability of eligible
independent directors is limited (Malik and Nehra, 2014, Rajahria and Sharma, 2014),
this study find that the percentage of independent directors has decreased over the period
of study. The finds that board meetings have improved and various committees have
been initiated by Indian companies involving independent directors.
No doubt these reforms have made Indian corporate governance model more transparent
and at par with global norms but there is a need to further understand the underlying
issues affecting corporate governance in India. This would help in evolving a framework
which is appropriate for Indian situation and would have greater chance of success as
compared to adhoc reforms introduced from time to time (Rajahria and Sharma, 2014).
Although Indian model of corporate governance is one of the best in the world but there
is a problem of compliance and implementation (Dua and Dua, 2015).
SEBI and other regulating agencies should be vested with more powers to investigate
companies failing to comply with mandatory requirements and penalize them too. There
in a call for evolving corporate accountability movement in India through well framed
mandatory corporate reporting covering all aspects of social, environment and economic
performance. Moreover the Indian companies need to realize the practical and positive
influence of good governance strategies which may help in improving financial
performance as well.
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