Apu Manna

Balurghat College, India

Tarak Nath Sahu

Vidyasagar University, India

Arindam Gupta

Vidyasagar University, India

United Kingdom – North America – Japan India – Malaysia – China

Emerald Publishing Limited

Howard House, Wagon Lane, Bingley BD16 1WA, UK

First edition 2019

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A catalogue record for this book is available from the British Library

ISBN: 978-1-78973-848-3 (Print)

ISBN: 978-1-78973-847-6 (Online)

ISBN: 978-1-78973-849-0 (Epub)

List of Tablesix
List of Abbreviationsxi
About the Authorsxiii
Prefacexv
1.Conceptual Approach of Corporate Governance1
 1.1. Introduction1
 1.2. Corporate Governance and Its Various Dimensions2
 1.3. Corporate Governance Mechanisms3
  1.3.1. Ownership Structure4
  1.3.2. Board of Directors5
  1.3.3. CEO Characteristics6
 1.4. Theories of Corporate Governance6
  1.4.1. Agency Theory6
  1.4.2. Stewardship Theory7
  1.4.3. Resource Dependence Theory8
  1.4.4. Stakeholder Theory9
  1.4.5. Signalling Theory9
  1.4.6. Managerial Hegemony Theory9
  1.4.7. Political Theory10
 1.5. Motivation of the Study10
 1.6. Chapter Plan of the Book11
2.Corporate Governance in India13
 2.1. Introduction13
 2.2. Three Historical Models and their Development Impact in India14
  2.2.1. The Managing Agency Model (1850–1956)14
  2.2.2. The Business House Model (1956–1991)15
  2.2.3. The Anglo-American Model (1992 to Date)16
 2.3. Features of Corporate Governance in India17
 2.4. Corporate Governance Codes in India18
  2.4.1. CII Code on Corporate Governance (1998)19
  2.4.2. Kumar Mangalam Birla Committee on Corporate 
Governance (1999)20
  2.4.3. Naresh Chandra Committee on Corporate Audit and 
Governance (2002)21
  2.4.4. Narayana Murthy Committee Report on Corporate 
Governance (2003)22
  2.4.5. Dr J. J. Irani Committee Report on Company Law (2005)24
 2.5. Corporate Governance and Legislations in India25
  2.5.1. Amendments to the Companies Act 195625
   2.5.1.1. The Companies (Amendment) Act 200025
   2.5.1.2. The Companies (Amendment) Act 200126
   2.5.1.3. The Companies (Amendment) Bill (2003)26
   2.5.1.4. The Companies (Amendment) Bill (2008)27
  2.5.2. The Companies Act 201328
  2.5.3. SEBI: Regulation of Capital Market29
 2.6. Good Governance Indicators30
 2.7. Summary32
3.Literature Review33
 3.1. Introduction33
 3.2. An International Approach34
 3.3. A National Approach48
 3.4. Research Gap51
 3.5. Objectives of the Study52
 3.6. Research Hypotheses53
4.Data and Methodology55
 4.1. Data55
  4.1.1. Data Source55
  4.1.2. Sample Selection Procedure55
  4.1.3. Study Period56
  4.1.4. Selection of Variables56
   4.1.4.1. Dependent Variables56
    4.1.4.1.1. Cash Earnings Per Share56
    4.1.4.1.2. Return on Capital Employed57
    4.1.4.1.3. Tobin’s Q57
    4.1.4.1.4. Market Value Added58
   4.1.4.2. Independent Variables58
    4.1.4.2.1. Promoters’ Shareholding58
    4.1.4.2.2. Institutional Investors’ Shareholding59
    4.1.4.2.3. Board Size59
    4.1.4.2.4. Proportion of Executive Directors59
    4.1.4.2.5. Proportion of Independent Directors 
in Board59
    4.1.4.2.6. Multiplicity of Directorship59
    4.1.4.2.7. CEO Duality60
    4.1.4.2.8. CEO Tenure60
   4.1.4.3. Control Variables60
    4.1.4.3.1. Executive Remuneration60
    4.1.4.3.2. Size of the Firm60
    4.1.4.3.3. Growth in Profit After Tax61
    4.1.4.3.4. Debt Equity Ratio61
    4.1.4.3.5. Assets Turnover Ratio61
 4.2. Research Methodology61
  4.2.1. Statistical Methods Used61
   4.2.1.1. Descriptive Statistics62
   4.2.1.2. Bi-variate Data Analysis62
   4.2.1.3. Test for Multicollinearity62
    4.2.1.3.1. Detection of Multicollinearity Property63
   4.2.1.4. Test for Heteroskedasticity63
   4.2.1.5. Test for Autocorrelation63
   4.2.1.6. Panel Data Model64
    4.2.1.6.1. Advantages of Panel Data Model64
    4.2.1.6.2. Techniques of Panel Data Model64
    4.2.1.6.3. Constant Coefficient Method or 
Pooled OLS Method64
    4.2.1.6.4. FEM or Least Square Dummy 
Variable Regression Model65
    4.2.1.6.5. REM or Error Component Model65
  4.2.2. Scheme of Investigation67
5.Analysis and Findings69
 5.1. Descriptive Statistics69
 5.2. Analysis of Bi-variate Correlation71
 5.3. Detection of Multicollinearity Property72
 5.4. Detection of Heteroskedasticity72
 5.5. Analysis of Multiple Regressions: Panel Data Model74
 5.6. Key Findings and Its Interpretations82
  5.6.1. Ownership Structure and Corporate Performance82
   5.6.1.1. Promoters Shareholding and Firm Performance82
   5.6.1.2. IINV and Firm Performance84
  5.6.2. BS, Composition and Corporate Performance84
   5.6.2.1. BS and Corporate Performance84
   5.6.2.2. EDs and Firm Performance85
   5.6.2.3. IDs and Firm Performance85
   5.6.2.4. MD and Firm Performance86
   5.6.2.5. CEO Characteristics and Performance86
  5.6.3. Control Variables and Corporate Performance86
6.Summary and Conclusion89
 6.1. Summary89
 6.2. Conclusion90
 6.3. Contribution of the Study91
 6.4. Policy Recommendation92
 6.5. Limitations and Scope for Further Research92
Bibliography95
Index103
Table 1.Descriptive Statistics of Dependent, Independent and 
Control Variables70
Table 2.Bi-variate Analysis: Correlation Analysis72
Table 3.Correlation Matrix and VIF Values of Independent and 
Control Variables73
Table 4.Tests of Heteroskedasticity74
Table 5.Regression Results: Dependent Variable – ROCE75
Table 6.Selection of an Appropriate Model of Regression Analysis76
Table 7.Regression Results: Dependent Variable – CEPS77
Table 8.Selection of an Appropriate Model of Regression Analysis78
Table 9.Regression Results: Dependent Variable – TQ79
Table 10.Selection of an Appropriate Model of Regression Analysis80
Table 11.Regression Results: Dependent Variable – MVA81
Table 12.Selection of an Appropriate Model of Regression Analysis82
Table 13.Summarized Regression Results83
ATRAssets Turnover Ratio
BSEBombay Stock Exchange
BSBoard Size
BSCBalanced Scorecard
CEOChief Executive Officer
CEO_DUACEO Duality
CEO_TENCEO Tenure
CEPSCash Earnings Per Share
CGCorporate Governance
CVACash Value Added
D/EDebt and Equity Ratio
DPSDividend Per Share
DPDividend Payout
EPSEarnings Per Share
EDExecutive Director
ERExecutives’ Remuneration
EVAEconomic Value Added
FEMFixed Effect Model
IDIndependent Director
IINVInstitutional Investors’ Shareholding
M-CapMarket Capitalisation
MDMultiplicity of Directorship
MVAMarket Value Added
PATProfit After Tax
P/E RatioPrice Earnings Ratio
PSPromoters’ Shareholding
REMRandom Effect Model
RIResidual Income
ROAReturn on Assets
ROCEReturn on Capital Employed
ROIReturn on Investment
SIZESize of the Firm
SEBISecurity Exchange Board of India
SRShareholder Return
SROISocial Return on Investment
SVAShareholder Value Added
TBRTotal Business Return
TSRTotal Shareholder Return
TQTobin’s Q
VIFVariance Inflation Factor
WAIWealth Added Index

Dr Apu Manna is presently an Assistant Professor in the Department of Commerce, Balurghat College, Balurghat, West Bengal, India. He has over four years of undergraduate teaching and research experience. Dr Manna passed M.Com. in Accounting and Finance with silver medal. He has attended several workshops and faculty development programmes and presented a number of research articles in several national and international doctoral colloquium, seminars, symposiums and conferences. He has a number of published research works to his credit in the field of Commerce, Economics and Management in different avenues of publication like national and international journals and edited volumes. He is the life member of Indian Accounting Association.

Dr Tarak Nath Sahu is presently an Assistant Professor in the Department of Commerce, Vidyasagar University, Midnapore, West Bengal, India. He has over 12 years of postgraduate teaching and research experience. His specialisation is in finance and financial markets and his research publications are in the area of corporate finance, corporate governance, financial market, investment behaviour, etc. Dr Sahu, a gold medalist at both graduate and post-graduate levels, has authored two books published by Palgrave Macmillan, New York, and Emerald Publishing Limited, UK, and co-edited four books. Dr Sahu has published more than 40 research articles in reputed national and international journals.

Dr Arindam Gupta is presently a Professor in the Department of Commerce, Vidyasagar University, Midnapore, West Bengal, India. He has over 24 years of postgraduate teaching and research experience. His specialisation is in finance and public policy. Dr Gupta is gold medalist at post-graduate level, has a post graduate diploma in financial management and professional qualification of cost and management accountancy. He has completed four research projects sponsored by University Grants Commission and also post-doctoral assignment at Indian Institute of Management Calcutta. Dr Gupta has published more than 100 articles in reputed national and international journals, authored/edited 4 books, and has presented papers in more than 200 occasions in international and national level conferences or lecture programmes.

The economic growth of any nation largely depends on the vitality of its industry and capital market at large. The responsibility of maintaining the health of the industry as well as capital market mostly depends on the efficiency and effectiveness of the controlling agencies of government and their implemented policies, practices, rules, regulations, etc. A major part in the subject of corporate governance deals with these issues and ensures their apt implementation in the business corporations. The industrial growth in India along with the development of corporate culture started after independence in 1947 but the expression ‘corporate governance’ remained in vogue until 1990. The concept of corporate governance and its problems are as old as the concept of a business corporation and especially the joint stock companies. It started gaining importance after experiencing a number of corporate scandals come out mainly after economic liberalisation. In India, the crucial need for corporate governance was first realised with the occurrence of Harshad Mehta’s scam that was exposed in April 1992. During the last two decades along with many developed and developing economies, India also witnessed a number of serious cases of corporate misgovernance in a handful of joint stock companies. It was clearly indicating the nature and extent of corporate misgovernance that exists in those Indian companies.

In this context, the impact of corporate governance on corporate performance is gradually becoming a key area in research. Although a number of notable studies have been conducted to establish the relationship most of them typically focussed on developed economies and the effect of these corporate governance issues on the firm performance in emerging economies like India has got little attention. The results of earlier studies also provide contradictory findings. By considering the stewardship theory, some studies have suggested that larger board size is better for the firm, whereas by considering the agency theory some studies support small boards and less outsiders. Believing the resources dependency theory some studies have stated that large numbers of outsiders in the board help the organisation to get key resources for the organisation conveniently.

These contradictory findings of the earlier studies became the principal drive behind conducting this research work. This extensive research regarding the effect of corporate governance variables on firm performance in India addresses basic questions for specific areas viz., corporate board, ownership structure and chief executive officer characteristics. Findings of this study provide a comprehensive understanding of the dynamic relationship between corporate governance variables and corporate performance in Indian companies. It discusses the theoretical hypotheses of this relationship and compares with empirical evidence as available from earlier research works. The present study is expected to add several primary contributions to the extant literature. Besides investors, findings of the study help an organisation to determine their policies regarding ownership structure and board composition. Again this study may also provide support to the corporate governance policy-making agencies of the country to provide recommendations regarding board size, independence of the board, multiplicity of directorship, etc.

Thus, such a study is worth undertaking in emerging economies like India, in view of the fact that the study contributes to managerial science by providing scientific elements through identification and validation of the effects of corporate governance variables on corporate performance.