What gets measured gets managed. Adequate disclosures thus ensure good governance.
Corporate governance issues not only impact the corporate sector, but are a necessary
condition for the long-term sustainability of the development of an economy. The role of
corporate governance mechanisms in economic growth remained virtually invisible until the
East Asian financial crisis (1997-1998). The global financial crisis of 2008, which witnessed the
collapse of many financial institutions, corporations and global economies, brought with it a
substantive challenge to policy makers and called for development and enforcement of effective
corporate governance mechanisms. Emerging markets like India which can ill afford the
consequences of a weak system of corporate governance thus began a process of serious
rethinking on the extant corporate governance mechanisms. There emerged a clear recognition
of the role of government and regulators to deliver an effective legal system for market
regulations.
The discipline of corporate governance has attracted worldwide attention following the
financial scams such as Enron, WorldCom and Tyco. Financial bungling in the case of IT giant Satyam in India has shaken the system out of its complacency and corporate governance has
become the center stage for reforms. Internationally, Cadbury, Greenbury and Hampel committees
were instituted in the 1990s to look into the issue of corporate governance and provide remedial
solutions thereof. The Sarbanes-Oxley Act, instituted in 2002, played a pivotal role in laying the
foundation of corporate governance across the globe. Clause 49 of the listing agreement which
has been modelled on the basis of the Sarbanes-Oxley Act has been in effect in India since 2006.
The clause lays down corporate governance guidelines for listed Indian companies.
Out of the several critical elements of corporate governance system, the present study
focuses only on the role of disclosure. Financial disclosure is an important component of
corporate governance since it allows all stakeholders to monitor firm performance. It is the
quality of financial reports that determines the quality of corporate governance. According to
Bushman and Smith (2001), financial disclosure plays a dual role, firstly by allowing investors
and other outside parties to monitor firm performance through information presented in the
financial statements. Secondly, an efficient disclosure system brings clarity to the boards
regarding the strategy and risk appetite of the company.
The Indian corporate sector has a preponderance of family-owned businesses which are
oligopolistic in nature. India is also plagued by challenges of poor infrastructure, weak legal
controls and political interference. This setting renders a unique dimension to the corporate
governance problem in our country. It was in the post-liberalization era that the thrust on
corporate governance issues increased. Globalization brought with it the need for companies
to become more competitive, making stock market an attractive source of finance, thus raising
the requirement of financial disclosures by companies. While many earlier studies have
examined financial disclosure practices in the case of India, a number of research questions still
remain. The present research paper examines the role of ownership/management control in the
level of corporate governance disclosures of select listed public and private Indian enterprises
by developing a Corporate Governance Disclosure Score (CGDS). This score is based on 88
attributes which have been drawn from the Standard and Poor’s (S&P) Transparency and
Disclosure Survey.
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