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    THE EFFECTS OF OWNERSHIP STRUCTURE AND MONITORING MECHANISMS

    ON EARNINGS QUALITY AND MARKET ASSESSMENT

    ABSTRACT

    This paper examines the relationship between ownership structure (cash flow/voting rights and

    type of ultimate controlling party), monitoring mechanisms (audit committee and substantial

    shareholding), various measures of earnings quality and the cost of equity as a form of market

    assessment of information risk. There is no evidence that ownership structure and audit

    committee characteristics affect earnings quality and the cost of equity. The significant

    association between substantial shareholding and both earnings quality and cost of equity

    suggests substantial shareholding plays a monitoring role and a role in increasing information

    flow to the public and thus reduces the information risk.

    JEL code:

    Key words : Earnings quality, ownership structure, substantial shareholder, audit committee,

    cost of equity

    INTRODUCTION

    Theoretical analyses (Berle & Means 1932, Jensen & Meckling 1976) have established

    the moral hazard problems associated with information asymmetry when there is a separation

    between ownership and control. In particular, the controlling party has an incentive to expropriate

    companys resources and to take actions that may be in divergent to the interest of the other party,

    who have no access to information in order to detect and monitor such practice. The separation of

    control and ownership is particularly aggravated when the controlling party can further enhance

    control through pyramid ownership structure, when there is concentration of ownership or with

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    the existence of shareholders that could exercise control by virtue of these shareholders

    relationship with the controlling party.

    Since rules and regulations, and other non-legal monitoring mechanism cannot firewall

    completely improper practices, it is reasonable to expect the higher the degree of separation of

    ownership and control, the greater the likelihood of such improper practices. The improper

    practices are potentially manifested in earnings which then result in low earnings quality. Thus

    earnings quality is a proxy to the likelihood of improper practices.

    Given the considerable amount of effort and resources that have been spent on putting in

    place rules and standards for good corporate governance, it is not only important to examine if

    good governance characteristics are associated with high earnings quality and vice versa, it is also

    important to examine if the capital market is pricing correctly the companies based on the

    earnings quality.

    Thus the purpose of this research is to examine the relationship between the extent of

    separation of ownership and control in Malaysian listed companies, together with the rule based

    and market based mechanisms, and earnings quality. Further, drawing from a theoretical assertion

    that information risk is priced, this study will determine if the capital market rewards or penalizes

    companies for the companies quality of earnings through required return or cost of equity. As in

    previous researches, this study characterizes earnings quality as information risk. Low earnings

    quality poses a risk as investors cannot rely on earnings information to make investments decision

    and accordingly affects cost of equity.

    The characteristics associated with the separation of ownership and control poses

    information risk as the controlling party is privy to more information. Drawing parallel to the

    original work that characterizes information asymmetry between informed and uninformed

    investors as information risk, it is here characterized that information asymmetry between the

    controlling party and other investors as information risk. Thus this study examines if capital

    market rewards or penalizes companies, assesses companies with characteristics associated with

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    separation of ownership and control. The association between the monitoring mechanisms, audit

    committee and substantial shareholders, with market assessment is also examined to see if these

    monitoring mechanisms is priced and therefore perceived as effective in reducing the information

    risk.

    LITERATURE REVIEW

    Market Assessment

    Market assessment of information quality refers to the effect of information quality on

    expected or required return and valuation of shares. Theoretical studies (Easly & OHara 2001,

    Leuz & Verrechia 2005) establish two dimensions of information risks that are priced. One is

    with regards to the imprecision of information which provides a link between earnings quality

    and the cost of equity, a measure of required return by the market. The other is with regards to the

    relative amount of information being made public or kept private by companies. This establishes

    the expectation between ownership structure and the monitoring mechanisms being examined

    with the cost of equity.

    Ownership Structure, Monitoring Mechanisms, Earnings quality And Market Assessment

    Ownership structure of a company refers to the distribution of control and ownership in

    the company. Control is the ability to affect decisions and for shareholders this is represented by

    voting power. While ownership is the right to cash flows of the company and is proportionate to

    shareholdings. In general, the separation of control and ownership of companies results in

    information asymmetry and agency related problems namely moral hazards, between those in

    control of and those who are not. Early studies (Berle and Means 1932 and Jensen and Meckling

    1976 characterize the conflict of interest between a manager who is in control, who may or may

    not own any shares, and shareholders who own the company and bears the cash flow

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    consequences of any action. Managers do not own significantly any shares. However more recent

    studies characterize the conflict as between the controlling shareholders (who could also be the

    manager), i.e shareholders who have acquired sufficient number of shares to be able to affect

    decisions, and the other or non-controlling shareholders (Shleifer & Vishny 1997). Ownership

    could become separated from control through holdings of shares with different voting power, or

    through holdings of shares in a pyramid structure. This latter type of control is reported to be

    more common in East Asia, for example in Malaysia even though s55 of the Companies Act 1965

    prohibits the issuing of shares that depart from one share one vote. Harris and Raviv (1988) and

    Grossman and Hart (1988), analyze theoretically the separation of control and ownership problem

    through the holdings of dual class of shares. They conclude that such separation leads to lower

    accountability and specifically lead to situations where the controlling party could take actions to

    maximize his utility while bearing costs not in proportion to the shareholdings.

    A number of studies examine the effect of ownership structure with the possibility of

    expropriation on earnings quality as perceived by the market i.e on market based measure of

    earnings (Fan & Wong 2002, Jung & Kwon 2002, Francis, Schipper & Vincent 2005). Fan and

    Wong (2002) reported that concentrated ownership and pyramidal structure which creates cash

    flow and voting rights disparity are associated with low earnings informativeness as measured by

    the earnings-return relation. This result, they explain, is consistent with the view that earnings

    figure loses credibility to the market as there is a tendency for the controlling party to report

    accounting information for self-interested purposes (Fan & Wong 2002). Another explanation is

    that the controlling party may not disclose completely information regarding the company

    activities.Similar results are found in a study by Jung and Kwon (2002) on Korean companies.

    They reported that consistent with Jensen and Meckling (1976) convergence of interest PDiction,

    earnings are more informative as the holdings of manager/owner increase as controlling and non-

    controlling partys interests are aligned. On the effectiveness of external monitoring, they found

    institutional investors and blockholders holdings are associated with earnings informativenesss.

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    However , when they partition the sample into chaebol and nonchaebol companies, where

    chaebol is a business group in Korea owned and controlled by family, they found no significant

    relationship between earnings informativeness and owner holdings for the chaebol companies.

    This evidence support the opposing view of the convergent of interest theory , that is the

    controlling party become entrenched (Morck, Shleifer & Vishny 1988).

    Consideration of the types of ultimate controlling party

    Findings from various studies (Lim 1981,Claessens et al 2000) suggest the type of the

    ultimate controlling party; manager, family, institution, government or politically affiliated group

    may not only effect the propensity to expropriate, but also may create less demand for

    transparency, thus effect the earnings quality. A Malaysian study, one of the earliest on corporate

    ownership and control, is by Lim (1981). Although his study takes a socio-economic perspective,

    his major findings are relevant to this study. His purposive sample consists of 100 large

    companies listed on the Kuala Lumpur Stock Exchange, at the time. He proved that share

    ownership is often concentrated in the hands of a few institutions, ultimately family or in the

    hands of cliques or interest groups that share social or economic relationship. Further, the

    concentration of ownership enables these large shareholders to inflate more control than his

    portion of shares or voting power would have allowed.

    Consideration of monitoring mechanisms substantial shareholders and audit committee

    Koh (2003) and Chung, Firth and Kim (2004) found evidence of the effectiveness of

    institutional holdings. The role of substantial shareholders can also be seen from information

    argument (Fan & Wong 2002). A controlling party would have an advantage in terms of control

    of the flow of knowledge about the company (proprietary knowledge). A controlling party could

    limit the information flow to outsiders so as not to leak information to competitor. On the

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    negative side this control could be potentially harmful as the controlling party could hide any

    wrong doing. The presence of others, such as another substantial shareholder, potentially increase

    the sharing of this proprietary knowledge as the substantial shareholder would want more

    information, be more informed, in order for him to make investment decisions. Klein (2002)

    found negative relationship between audit committee independence and abnormal accruals, a

    proxy for earnings management. They also conclude that an independent board is effective in

    monitoring earnings management behavior. Another study in the US (Abbott, Parker & Peters

    2004) found significant negative relationship between each of audit committee independence and

    activity level, and the incidence of financial restatement not involving fraud. The study also found

    evidence of significant association between audit committee member of at least one with financial

    expertise and the incidence of restatement. On the other hand, a study using Malaysian data,

    Mohd Saleh et al (2004a) did not find relationship between audit committee characteristics

    (frequency of meetings, size, accounting knowledge and proportion of non-executive members)

    and earnings management. However Mohd Saleh, Rahmat and Mohd Iskandar (2004b) found

    fully independent audit committee members (as opposed to audit committee with varying degree

    of independence), and the interaction between proportion of audit committee members with

    accounting knowledge and the frequency of meetings, reduce earnings management.

    Earnings Quality And Market Assessment

    Studies that examine the relationship between information quality and cost of equity

    generally supports the theory. Most studies use cost of equity as a measure of market assessment

    or consequences. A number of research explores empirically the link between information quality

    as proxied by a number of measures, and cost of equity as most studies focus on usage of

    information by equity investors. Botosan (1997) examines the relationship between disclosure

    level and cost equity. She developed a voluntary disclosure index from information in annual

    reports as proxy to disclosure level or quality. Estimates of cost of equity are based on the

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    valuation formula developed by Edwards and Bell (1961), Ohlson (1995) and Feltham and

    Ohlson (1995) which states that market price of a companys share is equal to the sum of

    expected dividends discounted at the companys cost of equity. Botosan (1997) found a negative

    association between disclosure level and cost of equity, after controlling for market risk (beta)

    and companys size for companies that attract a low analyst following. However no significant

    association was found for companies that have high analyst following. The reason for this is that

    the disclosure index may not capture fully the level of information provided to investors as

    analysts play a significant role in disclosure. Botosan and Plumlee (2001) reexamine the

    association between disclosure and cost of equity by segregating different forms of disclosure

    quality i.e level and timely. Findings for relationship between disclosure level and cost of equity

    confirm previous results. However a positive association was found between timely disclosure

    and cost of equity which is contrary to theoretical assertion. An explanation for this is that timely

    disclosure increases volatility of share prices and hence cost of equity. Francis et (2008b) found

    that voluntary disclosure as measured by a self-constructed index of items in companies annual

    report has no distinct pricing effect. It is the earnings quality measured by a common factor of

    three earnings attributes which is the primary driver of cost of capital. In other words companies

    with high earnings quality tend to voluntarily disclose more. Francis et al (2004) examine the

    relationship between earnings attributes as proxy to information quality and cost of equity.

    Earnings attributes are categorized as market based and accounting based, each as described in

    earlier paragraphs. As a whole their findings confirm previous results of negative relationship

    between earnings quality and cost of equity. When considered individually the accounting based

    earnings attributes, in particular accrual quality, have larger effect on cost of equity than market

    based attributes. Chen, Chen and Wei (2003) examine the effects of various corporate governance

    mechanisms and disclosure level on the cost of equity. They found significant negative

    association between corporate governance mechanisms and disclosure level, and cost of equity.

    Their study was on Asias emerging markets which include 42 Malaysian listed companies.

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    Endogeneity of ownership structure

    Demsetz 1983, Demsetz 1985, and Demsetz and Villalonga 2001 examine ownership

    structure and performance, and also examine the relationship where ownership structure is

    assumed to be endogenous. The argument for the endogeneity of ownership is that controlling

    shareholders are also likely to change their holdings in response to performance. Mak and Li also

    found significant interrelationship between board and ownership characteristics.

    For the relationships examine in this study that involves ownership structure (both for the

    ultimate controlling party shareholding and the next highest shareholding), it is conceivable that

    ownership structure is endogenous. For example ownership structure could change by the

    controlling party or the next controlling party changing his shareholding in response to changes in

    market assessment (increase/decrease expected return) and changes in monitoring mechanisms

    (increase/decrease monitoring). As Claessens et al (2000) found that type of owners (whether

    family, government or institution) could explain ownership in terms of the level of separation of

    ownership and control. Their results shows that the level of separation of ownership and control is

    more in family owned than state controlled.

    RESEARCH METHODOLOGY

    Population and sample

    The sample of companies is drawn from companies listed on Bursa Malaysia. However

    the sample is limited by data availability, initially with regards to earnings forecast that are

    needed to estimate cost of equity. IBES provides on Bloomberg services, earnings forecasts for

    two years ahead. The earnings forecasts of years 2005 and 2006 are obtained for 213 companies.

    These companies comprise the sample for this research. Thus the relationships are examined

    contemporaneously for year 2004 because the earnings forecasts obtained for years 2005 and

    2006 enable cost of equity to be estimated for year 2004 only.

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    The sample is further reduced by the availability of data for estimating the earnings

    quality variables. The companies are composed into three samples; 1) ACQ sample consists of

    141 companies with sufficient data to estimate accrual quality, ACQ, 2)CAQ / TAQ sample

    consists of 151 companies with sufficient data to estimate discretionary current (CAQ) and total

    accruals (TAQ), and 3) PS / PD sample consists of 118 companies with sufficient data to

    estimate Persistence (PS) and Predictability (PD).

    Data sources

    Accounting data for the purpose of estimating earnings quality variables (ACQ, CAQ,

    TAQ, PS and PD), market value, book to market value, prices and beta are obtained from

    Datastream data base for the financial year end 2004 or as at financial year end 2004 as

    applicable. For the purpose of estimating ACQ accounting data for year 2003 and 2005 are also

    required. Estimated earnings per share for years 2005 and 2006 required for calculating cost of

    equity are downloaded from Bloomberg data base services in January 2005. Data on audit

    committee, voting rights of substantial shareholders, cash flow and voting rights of ultimate

    controlling party are collected from the annual reports for the financial year ending in 2004.

    Variable Description and Measurement

    Table 1. Variables Brief Description and Measurement

    Variables Measurement

    Earnings Quality (EQ):

    1. Accrual quality -

    mapping cash flows

    ACQ Absolute residual from the regression of changes in

    working capital and past, current and future cash flows

    (Dechow & Dichev 2002)

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    2. Discretionary

    current accruals

    3. Discretionary total

    accruals

    CAQ

    TAQ

    Modified Jones (1991) model with discretionary

    current accruals

    Modified Jones (1991) model with discretionary total

    accruals

    4.Persistence PS Slope coefficient of earnings time series model. The

    time series model is the regression of earnings per

    share on lagged earnings per share.

    5. Predictability PD Absolute value of the residuals from the earnings time

    series model. As for persistence, the time series model

    is the regression of earnings per share on lagged

    earnings per share.

    Monitoring mechanisms -Audit

    committee (AC):

    1. Independence

    2. Competence

    ACI

    ACC

    Proportion of members that are outsiders (those who

    are not affiliated in any way with the company other

    than being a director)

    Proportion of members that have accounting/finance

    knowledge (through experience or qualification)

    Monitoring

    mechanisms -

    Substantial

    shareholding (SS)

    SHDG

    The voting rights of the substantial shareholder who

    has the next highest voting rights after the controlling

    party

    Ownership structure:

    1.Separation of SOC Ratio of cash flow to voting /controlling rights

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    ownership and control

    - Cash flow to

    voting/controlling

    rights disparity

    2. Type of ultimate

    controlling party

    TCP TCP is the shareholder that holds more than 20% of

    shares and the one with the highest shares. There are 5

    categories: manager, institution, government, family

    and foreign company, and requires 4 dummy variable

    as follows. Foreign company category is the reference

    and

    TCPMn = 1, for managerial controlled, =0 otherwise.

    TCPInst= 1, for institutional controlled, =0 otherwise.

    TCPGov = 1, for government controlled, =0 otherwise.

    TCPFam =1, for family controole, =0 otherwise.

    Market assessment:

    Cost of equity :

    Ex ante measure of

    expected return

    COE

    COEA

    Residual income model based on Gebhardt, Lee and

    Swaminathan (2001)

    Alternative estimation based on Ohlson and Juettner-

    Nauroth (2000)

    Control variables:

    Size LGMV Log market value

    Growth LBTMV Log book to market value

    Risk Beta from Datastream

    Capital Intensity CAPINT Net book value of property, plant and equipment to

    total assets

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    Operating cycle OC Log of the sum of a companys days accounts

    receivable and days inventory

    Standard deviation of

    revenue

    STDREV

    Research framework

    The relationship between separation of ownership and control, monitoring mechanisms,

    earnings quality and cost of equity is examined through the following series of equations.

    1. Ownership structure, monitoring mechanisms and earnings quality

    Earnings quality 1,2,3,4,5 = 0 + i SOC + 2,3,4,5 TCP + 6 SHDG + 7 ACI + 8 ACC +

    9SIZE + 10Controls for EQ + 1,2,3,4,5

    Equation 1

    2. Earnings quality and cost of equity

    COE = 0 + 1,2,3,4Earnings quality 1,2,3,4 + 5 SIZE + 6 + 7 BTMV + 6

    Equation 2

    3. Ownership structure, monitoring mechanisms and cost of equity

    COE = 0 + 1 SOC + 2,3,4,5 TCP + 6 SHDG + 7 ACI + 8 ACC +

    9SIZE + 10BTMV + 11 + 7,8,9

    Equation 3

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    4. Relationship between ownership structure, monitoring mechanisms and cost of equity-

    SOC and SHDG as a dependent variable

    SOC = 0 + 1COE + 2,3,4,5TCP + 6 SHDG + 7 ACI + 8 ACC +

    9SIZE + 10BTMV + 10,11,12

    Equation 4(i)

    SHDG = 0 + 1COE + 2,3,4,5TCP + 6 SOC + 7 ACI + 8 ACC +

    9SIZE + 10BTMV + 10,11,12

    Equation 4(ii)

    The simultaneity of equations

    A priori equation 1 and 2 are not simultaneous. However for equations 3, 4(i) and 4(ii)

    simultaneity cannot be assumed. Endogeneity test is performed for the variables SOC and SHDG.

    RESULTS AND DISCUSSION

    Descriptive Statistics

    The mean of SOC reported in table 2 is lower than that in Claessens et al 1998b study.

    This suggests that a higher disparity between CF and VR is found in this sample. As in previous

    studies (Francis et al 2004, Mohd Saleh 2007) the earnings quality measures are highly dispersed.

    Similarly with the SHDG measure. The means of ACI (0.608-0.636) and ACC (0.339-0.345)

    suggest that companies in the sample maintain audit company independence and competence just

    so to meet the Malaysian Code of Corporate Governance requirement.

    Table 2 Mean and dispersion of common variables in the three sample

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    ACQ CAQ & TAQ PS and PD

    Mean

    Std.

    Deviation Mean

    Std.

    Deviation Mean

    Std.

    Deviation

    SOC 0.490 0.218 0.488 0.216 0.506 0.225

    SHDG 0.087 0.077 0.091 0.080 0.087 0.084

    LGMV 6.585 1.377 6.555 1.338 6.955 1.401

    BETA 0.961 0.413 0.932 0.475 1.008 0.483

    LBTMV -0.394 0.645 -0.406 0.641 -0.283 0.633

    ACI 0.634 0.200 0.636 0.196 0.608 0.221

    ACC 0.339 0.165 0.345 0.170 0.341 0.197

    COEA 0.147 0.066 0.149 0.065 0.145 0.070

    COE 0.099 0.034 0.099 0.033 0.094 0.037

    Multivariate analysis

    Tables 3 to 6 (i & ii) provides the results of the regressions of the 5 equations. The

    coefficients for all the regressions are Whites-adjusted for heteroskedasticity. The variance

    inflation index are all below 10, thus multicollenearity is not a severe problem in all the

    regressions. Tables 4 to 6 (i & ii) show results of regression using one estimate of COE. The

    results of regressions using the alternative measure COEA are not shown due to limitation of

    space.

    The results given in table 3, show a significant negative relationship between EQ

    measures of ACQ, CAQ and PS and SHDG. There is no evidence at all to show that EQ is

    influenced by any of the ownership structure measures, SOC and type of ultimate controlling

    party. This suggests that substantial shareholder plays a significant monitoring role as the higher

    the SHDG, the higher the earnings quality (read as lower measure).

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    To investigate further, the samples are separated into companies with pyramidal structure

    and those that are without pyramidal structure. The results are largely the same except for the PD

    non-pyramidal sample where it is found that the ownership variable (SOC) is found to be

    significantly and positively associated with PD, which is the opposite expected relationship. This

    could indicate the entrenchment effect taking place. Further research needs to be carried out with

    larger sample size for a more robust results.

    Table 3 Coefficients of equation 1 regression

    Earnings quality 1,2,3,4,5 = 0 + i SOC + 2,3,4,5 TCP + 6 SHDG + 7 ACI + 8 ACC +

    9SIZE + 10Controls for EQ + 1,2,3,4,5

    (***, **, * Coefficients that are significant 1%, 5% and 10% level respectively )

    Predicted

    sign ACQ TAQ CAQ PS PD

    (Constant)

    TCPMn +ve -0.01 0.28 -0.36 -0.18 -0.04

    TCPInst +ve 0.01 -0.81 -0.20 -0.23 -0.09

    TCPGov +ve -0.01 -0.42 -1.18 -0.05 0.03

    TCPFam +ve 0.00 -0.13 -0.59 -0.06 0.03

    SHDG ?

    -

    0.09*** -2.01 -3.41*** -0.77** -0.28

    ACI -ve 0.01 1.11* 0.43 0.06 0.04

    ACC -ve -0.02 -0.81 -0.15 0.11 0.02

    SOC -ve -0.01 0.52 -0.21 -0.00 0.08

    LGMV -ve -0.004* -0.24** -0.14* -0.05 0.00

    CAPINT -ve -0.03** -1.07** -0.64

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    OC +ve 0.87* 1.47***

    STDREV +ve 0.17 0.29*

    R2 0.12 0.21 0.26 0.06 0.08

    F 1.82 3.40 4.37 0.58 0.76

    Sig 0.06* 0.00*** 0.00*** 0.82 0.67

    N 141 141 151 151 118

    The evidence of whether EQ is priced is rather mixed. Table 4 shows significant

    relationship between EQ measures of ACQ and PD with COE measure. When COE measure is

    replaced with the alternative measure COEA, it is found that all the EQ measures except PS

    explained significantly the cost of equity as predicted. Thus there is a fairly strong association

    between EQ and COE. This is especially consistent for the accrual quality measure, ACQ and PD.

    Table 4 Results of equation 2 regression using COE estimate

    COE = 0 + 1,2,3,4Earnings quality 1,2,3,4 + 5 SIZE + 6 + 7 BTMV + 6

    (***, **, * Coefficients that are significant 1%, 5% and 10% level respectively )

    Predicted

    sign ACQ TAQ CAQ PS PD

    (Constant)

    EQ +ve 0.13** 0.00 0.00 0.00 0.04**

    LGMV -ve -0.004*** -0.01*** -0.004*** -0.01*** -0.00***

    BETA +ve 0.002 -0.00 -0.00 -0.00 -0.01

    LBTMV +ve 0.03*** 0.03*** 0.03*** 0.03*** 0.03***

    R2 0.39 0.40 0.40 0.40 0.45

    F 21.99 24.34 24.60 18.64 23.20

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    Sig 0.00 0.00 0.00 0.00 0.00

    N 141 151 151 118 118

    Equations 3 and 4 are tested for simultaneity and found to be not so. Thus ordinary least

    square regressions are carried out for both the equations and the results are shown in tables 5 and

    6 (i & ii)respectively.

    Consistent with the results that substantial shareholding plays a significant monitoring

    role and found in certain instances to be significantly associated with EQ (table 3), results given

    in table 5 shows SHDG to be consistently and significantly associated with COE in all the

    samples. This suggests that market prices the monitoring role of substantial shareholder.

    Similarly, there is no significant association between SOC and COE in all the samples as they do

    not explained significantly EQ. The same results are found when COEA replaces COE in the

    regression. Thus market does not perceive the disparity between cash flow and voting rights,

    SOC, as information risk, as SOC has no influence over EQ. This may be due to the mitigating

    effect of substantial shareholders significant monitoring role.

    Another possible explanation to this is that cash flow rights do not provide an incentive to

    expropriate or manipulate earnings for this sample because as further explained below, the

    companies in this sample are with ultimate controlling party with a higher level of control rights

    than those in previous researches (Claessens 1998(b), Fan & Wong 2002) and therefore the cash

    flow rights is not an incentive to expropriate.

    The comparison between Claessens (1998b) sample and the samples under study

    provides an insight why this is so. The minimum voting rights found in the samples in this study

    is quite close to the mean of 28% in Claessens (1998b) study. 75% of companies in the samples

    have ultimate controlling party with voting rights above 37%. Similarly the mean cash flow rights

    in all samples in this study are almost twice that reported in Claessens (1998b). 75% of the

    companies have ultimate controlling party with cash flow rights above 28%.

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    Similar pattern is observed in Fan and Wong (2002) whose study includes 177 Malaysian

    companies. The mean voting rights is 31% whilst the mean cash flow rights is reported to be

    26%. As in Claessens et al (1998b) study the reported mean SOC is 85%. Further both Claessens

    et al (1998b) and Fan and Wong (2002) capped the voting rights at 50%. They stopped analyzing

    the voting rights of the ultimate controlling party once the voting rights breach 50%. So the

    maximum voting rights for the companies in the sample is 50%.

    Francis et al 2005 reported significant association between disparity of cash flow and

    voting rights, and informativeness of dividends and earnings for US listed companies. It is well

    known that capital markets in Europe and the US consist of companies with diffused ownership.

    Thus the controlling party ownership rights is likely to be at lower level.

    The other noteworthy difference is that both Fan and Wong (2002) and Francis et al

    (2005) use market based of earnings quality measures. Thus they examine association between

    market perception as embedded in the measure of informativeness and cash flow/controlling

    rights disparity. Thus what they are measuring is the credibility of earnings figures in the face of

    cash flow/controlling rights disparity. In Fan and Wong (2002) words - This does not always

    mean that there is an outright earnings manipulation to cover up possible earnings effect of

    wealth extraction. The accounting based earnings quality measures as used in this study are

    measuring earnings manipulation after controlling for other economic condition. Francis et al

    (2004) reported low correlation between market based and accounting based earnings quality

    measures.

    Certainly the off setting effect of increasing cash flow rights and increasing voting rights

    is complex and merit more research. Previous research such as Claessens (1998b) also found that

    at higher level of control the tendency to expropriate is higher. However the insignificant results

    in this study is consistent with this finding and the prevailing theory and prediction regarding the

    association between cash flow/voting rights and earnings quality. It suggests that at higher level

    of control the ultimate controlling party with varying degree of disparity between cash flow and

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    voting rights would expropriate. However the cash flow rights are not the incentive and thus the

    lack of significant association.

    Or the other possible explanation is that the ultimate controlling parties do not

    expropriate as at higher level of control with the even higher level of cash flow rights, the

    ultimate controlling parties of pyramidal and non-pyramidal companies may find the cash flow

    loss is too much to expropriate.

    Consider this hypothetical example of pyramidal companies. Suppose there are two

    companies, A and B. The controlling party of A has cash flow rights of 8% and voting rights of

    40%, thus SOC ratio of 20%. The controlling party of B has cash flow rights of 20% and

    controlling rights of 100%, thus SOC of also 20%. The controlling party of company A would

    share a loss of 80,000 for a loss of 1 million in company A, whilst a loss of 1 million in company

    B, the controlling partys share in the loss is 200,000.

    To prove interest alignment or otherwise entrenchment requires further research. It

    requires measurement of not only expropriating behavior, but also measurement of value

    maximizing behavior.

    Results in table 3, although are not consistent across samples, show that certain types of

    ownership structure are priced. The coefficients for managerial and family ultimate controlling

    party (TCPMn, TCPFam) are significant in the ACQ and CAQ/TAQ samples. The coefficient for

    government ultimate controlling party (TCPGov) is significant in ACQ sample only.

    Table 5 Results of equation 3 regression using COE estimate

    COE = 0 + 1 SOC + 2,3,4,5TCP + 6 SHDG + 7 ACI + 8 ACC +

    9SIZE + 10BTMV + 11 + 7,8,9

    (***, **, * Coefficients that are significant 1%, 5% and 10% level respectively )

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    Predicted

    sign ACQ TAQ/CAQ PS/PD

    (Constant)

    TCPMn +ve 0.221** 0.180* 0.022

    TCPInst +ve 0.046 0.032 0.045

    TCPGov +ve 0.165* 0.111 0.110

    TCPFam +ve 0.354*** 0.286*** 0.226

    SHDG ? -0.128* -0.164*** -0.139*

    ACI -ve 0.067 0.053 0.076

    ACC -ve 0.051 0.031 -0.075

    LGMV -ve -0.190*** -0.179** -0.208**

    LBTMV +ve 0.469*** 0.519*** 0.506***

    BETA +ve -0.017 -0.039 -0.081

    SOC -ve 0.093 0.088 0.030

    R2 0.405 0.428 0.394

    F 9.680 11.216 7.907

    Sig 0.000 0.000 0.000

    N 141 151 118

    The purpose of running equations 4(i & ii) is to examine if ownership structure, i.e. SOC

    and the next substantial shareholding, SHDG are in turn influenced by the monitoring

    mechanisms and the cost of equity. Table 6 (i ) show that in all the three samples the coefficients

    of SHDG are significant and negative. This indicates that in companies where the disparity

    between cash flow and voting rights is high (the SOC ratio is low), i.e. where the expectation of

    appropriation is high, there is a high substantial shareholding, and vice versa. The coefficient of

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    ACI is significant in the PS/PD sample, whilst the coefficients of ACC are significant in the ACQ

    and TAQ/CAQ. This is a fair evidence that ownership structure changes in response to increase

    monitoring from substantial shareholders and audit committee.

    Table 6

    (i) Results of equation 4(i) regression using COE estimates

    SOC = 0 + 1COE + 2,3,4,5TCP + 6 SHDG + 7 ACI + 8 ACC +

    9SIZE + 10BTMV + 10,11,12

    (***, **, * Coefficients that are significant 1%, 5% and 10% level respectively )

    Predicted

    sign ACQ TAQ/CAQ PS/PD

    (Constant)

    TCPMn +ve -0.472 -0.449 -0.413

    TCPInst +ve -0.064 -0.056 0.001

    TCPGov +ve 0.063 0.053 0.092

    TCPFam +ve -0.195 -0.170 -0.143

    ACI -ve -0.064 -0.055 -0.144*

    ACC -ve -0.133* -0.128* -0.134

    LGMV +ve 0.045 0.109 -0.048

    LBTMV -ve 0.127 0.113 0.125

    COE -ve 0.120 0.116 0.038

    SHDG ? -0.165** -0.157** -0.179**

    R2 0.238 0.226 0.220

    F 5.383 5.376 4.309

    Sig 0.000 0.000 0.000

    N 141 151 118

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    The rather low R squared is expected as there are conceivably other factors that

    determine the shareholdings of these shareholders. As any other shareholders, other than

    performance of companies, a substantial shareholder would also consider for example the relative

    risk/ return relationship in his portfolio of investments. This cannot be captured by the estimated

    relationship.

    However the limited purpose of the estimation and that is to examine whether the

    substantial shareholders voting rights could be explained by the stated variables, is served. In all

    the regressions the coefficients of COE, SOC and LBTMV are consistently significant. The

    coefficient of COE is negative throughout the samples which suggests that high substantial

    shareholders shareholdings is associated with low cost of equity.

    The coefficient of SOC is negative, which also suggests that high substantial

    shareholders shareholdings is associated with low cash flow/voting rights. In other words

    substantial shareholders voting rights are high in companies where the separation of ownership

    and control related problems are expected to be high.

    Table 6

    (ii) Results of equation 4(ii) regression using COE estimates

    SHDG = 0 + 1COE + 2,3,4,5TCP + 6 SOC + 7 ACI + 8 ACC +

    9SIZE + 10BTMV + 10,11,12

    (***, **, * Coefficients that are significant 1%, 5% and 10% level respectively )

    Predicted

    sign ACQ TAQ/CAQ PS/PD

    (Constant)

    TCPMn +ve -0.029

    -0.031 -0.060

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    TCPInst +ve

    0.037 0.032 -0.034

    TCPGov +ve

    -0.049 -0.056 -0.051

    TCPFam +ve

    -0.015 -0.011 -0.026

    ACI-0.011 -0.0145 0.014

    ACC

    0.045 0.047 -0.012

    LGMV

    0.001 0.001 -0.003

    LBTMV 0.031**0.040*** 0.039***

    COE -0.456* -0.627** -0.468**

    SOC -0.071** -0.068** -0.083**

    R2 0.141 0.159 0.118

    F 2.140 2.651 1.428

    Sig 0.026 0.005 0.178

    N 141 151 118

    CONCLUSION

    A caveat is in order due to the sample size. Future research with a larger sample size may

    provide a more robust set of results. However the results of this study does make some important

    contribution. Firstly, the study shows that there is no significant relationship between ownership

    structure and earnings quality and that investors do not perceive such ownership structure as

    information risk and therefore priced. The consistency in the two findings is an important

    contribution to the theory and the body of knowledge in ownership structure and the pricing of

    information risks. Whilst past researches examine ownership structure and earnings quality, and

    separately examine earnings quality and cost of equity, none has examined ownership structure as

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    a source of information risk. Although the results are not in the affirmative, it confirms the

    theory, that is what is perceived as a source of risk is priced.

    Secondly, the fairly strong association between the cost of equity and earnings quality is

    nothing new, except that this study examines companies in an emerging market. Therefore even

    in an emerging market investors are sophisticated and do price earnings quality with low earnings

    quality being perceived as information risks. In relation to the ownership structure, investors do

    not however perceive ownership structure in particular the cash flow and voting rights disparity

    as the primary driver of earnings quality. An important finding and therefore contribution is the

    significance of predictability as a dimension of earnings quality in required return. Whilst there

    have been many studies on Malaysian companies that examine abnormal accruals in relation to

    many variables such as board characteristics, managerial ownership, etc. there is none to date on

    predictability, a dimension that standard setters have long expounded as an important attribute of

    accounting information. The finding that predictability is priced has an important implication to

    Malaysian standard setters and preparers of accounts because it is a desired attribute of earnings.

    There has never been any Malaysian studies that provide evidence that abnormal accruals are

    priced. The consequence of this is that the preparer may gain in manipulation of accounts but they

    stand to lose in terms of higher required return by investors.

    Finally, this study consistently shows that substantial shareholders voting rights is

    significantly associated with earnings quality especially the discretionary ones which suggest the

    presence of substantial shareholder is an important monitoring mechanism. In contrast to the

    results shown by the rules based mechanism in particular audit committee, where none of the

    characteristics of audit committee is significantly associated with earnings quality and neither is it

    priced. The finding that substantial shareholders shareholding is priced is a new and significant

    contribution not only in the Malaysian context but also elsewhere. Thus not only substantial

    shareholder is an important mechanism, it is also perceived as such by the market. The amount of

    shares that substantial shareholders buy in the company depends on a number of factors which is

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    beyond this research. However it is not conceivable that it is related to the cash flow/voting rights

    of the controlling party, even though statistically they are correlated. Given that in the reverse

    relationship test, substantial shareholding can affect the cash flow/voting rights of the controlling

    party, it is an important contribution in the sense that it confirms the belief that ownership

    changes in response to changes in market, even though as earlier reported ownership does not

    response to market assessment or changes in cost of equity. The controlling party can change his

    shareholding in the face of changing market expectation. Market expects with increase in

    substantial shareholding there will be an increase in monitoring and increase information to the

    market.

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