impact of corporate governance reforms in india: an

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



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



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.



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



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



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



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.



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



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



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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