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Arvanitidou Virginia, University of Macedonia, Greece

Konstantinidou Eleni, University of Macedonia, Greece
Papadopoulos Dimitrios, University of Macedonia, Greece
Xanthi Chrysoula, University of Macedonia, Greece


Corporate governance, as an antidote to corruption, has been attracting a lot of attention and
debate lately. This study is an attempt to examine the relationship between financial
accounting information, corporate control mechanisms and corruption. We critically examine
the relevant literature that investigates the governance role of financial accounting
information as the direct and indirect use of externally reported financial accounting data in
control mechanisms. Specifically, we focus on the role of accounting data in prevalent control
mechanisms (primarily in executive compensation contracts) and the underlying causes that
led to the shift of contracts towards option awards. Corporate control mechanisms are among
the most effective tools to reduce the incidences of corruption, from its supply side, because
they promote values such as accountability, transparency, fairness and responsibility. These
mechanisms are fundamental for the enhancement of the operation of securities’ markets
which in the dubious environment of the 21st century seek relevant and reliable information
based on transparent financial statements.

Corruption is one of the world’s greatest challenges due to its occurrence in every part
of the world and its detrimental effects on the overall development of countries. The solution
to this multidimensional phenomenon, which is caused by several factors, should include the
enforcement of powerful corporate control mechanisms, since corporate governance can
become a critical catalyst against corruption practices.
The purpose of this paper is to examine the relationship and the interactions between
three important elements: corruption, corporate governance mechanisms and financial
accounting information. We argue that the use of transparent financial accounting
information in corporate control mechanisms enhances the effectiveness of the
governance process which in turn prevents corruption. The remainder of the paper is
organized as follows.
In the first section, we explore the linkage between corporate corruption and corporate
control mechanisms. We present the ‘corporate’ side of corruption and argue that corporate
governance and corporate control mechanisms can act against corruption deterring incidents
of bribery and fraud.
In the second section, we present the role of financial accounting information in
corporate control mechanisms in order to eliminate corruption. Specifically, we review the
direct and indirect uses of accounting information in corporate governance mechanisms, and
extensive reference is made to top executive incentive contracts, which represent the most
known use of accounting information in corporate governance.
In the third section, we investigate the role of financial reporting in achieving
corporate transparency to alleviate corruption. We argue that transparency, integrity, and
quality of financial reporting, for which the entire corporate governance system (board of
directors, audit committee, top management team, internal auditors, external auditors, and
governing bodies) is considered to be responsible, determine the effectiveness of the use of
accounting information in corporate governance mechanisms.
The final section consists of concluding remarks and proposals for further research
regarding the contribution of financial accounting information to corporate governance
mechanisms and, consequently, to anti-corruption measures.


Corruption is a serious disease and occurs in every economy, in every corner of the
world. None country is free of corruption. Now, more than ever before, it has become evident
that it is one of the world’s greatest challenges due to its detrimental consequences. Many
things have been said about its effects on the overall development of a country. There is no
doubt that it hampers economic growth by various means such as deterring investment and
raising transaction costs and uncertainty. Although it may be difficult to describe, corruption
is generally not difficult to recognize. Cases of corruption are unveiled increasingly
frequently even though most of them don’t take place in broad daylight.
According to World Bank report (2007), corruption is a 1 trillion-dollar industry
around the world, thus combating corruption becomes one of the most important issues in the
21st century. Since corruption is a multidimensional phenomenon, caused by several factors,
the solution cannot be simple and the fight must be pursued on many fronts. The major
emphasis should be put on prevention, and particularly, as we argue, on the enforcement of
corporate control mechanisms.


Many definitions have been given to corruption; most of them are deficient in one
aspect or another. The most popular and simplest definition of corruption, which is used by
the World Bank, is the abuse of public power for private benefit (Tanzi, 1998). One could
deduct from this definition that corruption cannot exist in the private sector but the
responsibility of corporations should not be underestimated. We prefer the definition given by
the Australian Standard on Fraud and Corruption Control (AS8001:2003): corruption is a
dishonest activity in which a director, executive, manager, employee or contractor of an entity
acts contrary to the interests of the entity and abuses his position of trust in order to achieve
some personal gain or advantage for himself or for another person or entity.
We must start with the simple recognition that there are two sides of corruption, those
who demand acts of corruption and those who are willing for a price to perform those acts
(Tanzi, 1998). This is the demand and supply side of corruption. Both sides conspire to
corrupt practices, each for its own motives. Firms pay bribes primarily for three reasons: to
counterbalance poor quality or high pricing, to create a market for redundant goods, or to stay
in competition (Moody- Stuart, 1997).
The empirical literature over the years has focused primarily on the demand side and
this led to lack of balance in anticorruption efforts. However, policy-makers have started
considering that maybe it would be a better strategy to reform the supply side, reducing bribe


The Global Compact Leaders Summit, on 24th June 2004, included a 10th principle
against corruption: “Businesses should work against corruption, in all its forms, including
extortion and bribery”, sending a universal signal that the private sector must, as well, commit
to the anti-corruption effort. Corruption cannot be reduced substantially without modifying
the way firms operate.
First of all, the notion that corruption makes bad business is not yet integrated into the
culture of corporations. The dilemma is that corruption offers to companies short-term
advantages. In the longer-term, however, the winners are those who protect their reputation
and their shareholders. Thus, on the one hand, the investors need an assurance that their
investment will not be channeled into unproductive activities, and on the other hand
businessmen seek ways to attract investors, fulfil their expectations, with a view to make
profits, or for others, maximize the value of the firm. To achieve this, more and more
corporations have embarked on corporate governance reforms. Lack of, or weak governance
systems provide a good environment for corruption to thrive (Mensah, Aboagye, Addo, &
Buatsi, 2003).
Corporate governance is a term that can no longer be ignored by businesses of any
size, public or private. Actually, a stimulant that has prompt companies to focus on anti-
corruption measures was the rapid development of corporate governance. By its definition,
corporate governance “specifies the distribution of rights and responsibilities among different
participants in the corporation, such as the board, managers, shareholders and other
stakeholders, and spells out the rules and procedures for making decisions on corporate
affairs”(OECD, 1999). Just like the good governance of the state, corporate governance sets
out mechanisms to ensure the transparency and accountability of firms. As James
Wolfensohn, ex President of the World Bank, once said: “the governance of the corporation
is as important in the world economy as the government of countries”.
Corporate governance deals not only with the internal government of a company such
as the relation between the board of directors and management but also with its relation to its
suppliers, to its consumers, to its business partners, and to the government. Promoting basic
principles of good governance is crucial in supporting the development of a strong private
sector. Integrity and accountability are the values that guide the relationship between owners,
managers, employees, and other stakeholders. A good corporate governance system entails
also efficient shareholder controls and management responsibility (Shkolnikov, 2001). It
creates a strong institutional environment where all business transactions are transparent,
property rights are protected, and corruption is under control.
At this point, it is interesting to cite what N. Vittal, a former central Vigilance
Commissioner stated at his address in ASCI Conference on 'Governance in Banking and
Finance' at Mumbai on 14.06.99 about the interaction between corporate governance and
corruption: “Where does corruption come in corporate governance? Corruption as we know is
basically an aberration. Corruption is basically dishonesty. When we talk about corruption in
corporate governance, we are referring to the corrupt practices, which go to harm the interests
of shareholders and stakeholders. The management of enterprises, which comes in the way of
corporate governance, becomes relevant in this context. Perhaps we can simplify the whole
concept of corruption in corporate governance by saying that if we are able to make an
enterprise work in a transparent and honest manner, to that extent, automatically there will be
less corruption. If there is less corruption, automatically there will be good corporate
Corporate governance can become a critical catalyst to break the vicious cycle of
bribery and corruption. Yet, there is lack of empirical studies on the linkage between
corporate governance and corruption. Wu (2005) has shown that corporate governance is an
important factor that determines the level of corruption and that the implementation of the
principles of good corporate governance can improve firms’ operating performance and can
impose constraints, exposing the corrupt officials to higher risks of being caught.
The relationship between corporate governance and corruption is bidirectional. Poor
corporate governance breeds corruption but also corruption worsens corporate governance,
because firm managers and corrupt government officials connive at the deterrence of auditing
and accounting standards so as to cover up bribery and managerial corruption. Du (2008)
showed that a lower degree of corruption is associated with stronger corporate control
mechanisms such as the legal protection of investor rights and corporate information
disclosure standards. Corporate governance sets up mechanisms which combat corruption
above legal basis; in terms of business ethics. The illegal flow of capital from the private
sector to the pockets of government is definitely restrained.
Corporate governance is an effective tool to restrict the participation of the private
sector in corruption. Corporate governance shapes transparent and responsible companies,
where the costs of corrupt behaviour are higher (Shkolnikov, 2005). The system that
corporate governance establishes makes it harder for bribery to conceal because decision-
making is not made by one person and behind closed doors, managers act in the interest of the
company, board members exercise good judgment and investors receive quality information
in time (Sullivan D.J., Shkolnikov A., 2004). Undoubtedly, corporate governance is an
antidote to corruption in companies.



The separation of ownership and control in organizations created problems regarding

the stewardship of enterprises. The principal-agent problem or agency problem in the modern
corporation and mainly the fact that managers have often different motives from the owners
explains up to a point why firms get involved in corrupt practices undertaking great risks1.
The difficulties to monitor managers and the information asymmetry between principal and
agents add up to the problem. In order to control management, corporate control mechanisms,
either internal (organisationally based) or external (market-based), are required (Walsh &
Seward, 1990). The board of directors, corporate ownership structure, incentive contracts,
internal labour market, the turnover of management and the performance-based compensation
(in the form of cash or non-cash payments such as shares or share options) are some examples
of internal control mechanisms that are used in order to safeguard the interests of shareholders
and stakeholders. On the other side, the market, competition in the product market, outside
For example, undertaking a public project by bribing public officials may increase the compensations for the
manager, but the firms may be held criminally liable for the bribery involvement for the years to come and the
shareholders are forced to bear such a risk (Wu, 2005).
shareholder and debtholder monitoring, media pressure, debt covenants, government
regulations (e.g. legal protection of investors’ rights) managerial labor market and takeovers,
are some of the external control mechanisms that assist internal ones to an effective corporate
A strong board of directors that puts in priority the interests of shareholders can
prevent the firm from offering bribes to public officials. Directors and managers are those
who determine the corporate culture. Yet, they often sign shady contracts, ignoring the
negative implications. Management decisions should be based on an ethical framework. This
framework should ensure that, first of all, the board of directors monitors effectively
corporate managers and executives2. Managers, directors and members of the board of
directors that mind good governance will strive to provide reliable and precise information to
the stakeholders and to the public. Directors will act with integrity and will be transparent in
their disclosures about their personal shareholdings and business interests.
The board is effective only if it is sufficiently independent from management and this
usually requires an adequate number of independent directors, transparent board structure and
rigid criterions for the selections of board of directors. An independent and competent
corporate board that truly represents the interest of shareholders can help to prevent the
opportunistic behaviours of the managers and is not willing to give in to corrupt officials (Wu,
Adding to the problems of board independence is the performance-related awards that
board members and managers are given in order to maximize shareholder’s wealth. Most cash
bonus plans as well as most stock option plans or stock award plans are based on accounting
results. The question is what kind of incentives managerial contracts create. When there are
setbacks in the firm’s performance, management tries to find ways to conceal them or
postpone breaking the news to the public, or even to the board, waiting for things to improve.
The dilemmas are even greater when it comes to option awards because stock options lose
their value in these situations. In these cases, transparency and full disclosure in financial
reporting are often sacrificed.
In order to conceal or delay the bad news, managers try to manipulate financial
reports. And when they are unable to mask their managerial failures themselves, they use the
creative talents of a financial consultant. The latter can match financial statements up to what
manager wish. Accountants should contribute as well to efforts to reduce corruption. Because

From the Conference of CIPE “Building Competitive Advantage in Nations: Increasing Transparency,
Combating Corruption and Improving Corporate Governance” , Budapest, March 26-28/2002
of their strategic positions within an enterprise they have access to financial information
(Harding, 1999). As professionals, they are obliged to protect the public interest following
professional and personal ethics.
Auditors, besides accountants, are also an important mechanism to prevent fraudulent
reporting. Especially internal auditors have a broad understanding of business operations
because they are present year-round (Balkaran, 2002). They are the eyes and ears of
management and from that position they can play a significant role in the organization's
anticorruption efforts. They establish control mechanisms that prevent and detect the flaws in
the organization. Equally, external auditors can discourage managers and accountants from
falsifying financial statements and at the same time, checking on the internal control system,
can contribute to the enhancement of the firm’s regulations.
Top management has the ultimate responsibility for preventing and fighting corruption
because it establishes the financial reporting environment. Businessmen might condemn
corruption on moral grounds but when it comes to business, values have to be put aside. In the
name of profit, they justify their corrupt behavior (Adwan, 2003). Large bribery cases often
involve top management. Certainly, it is practically impossible for management to uncover all
errors and irregularities. On the other hand, internal control alone is not sufficient, neither is
the external auditor. Furthermore, what the board can do is limited because it is not engaged
on a full-time basis and relies on the internal and external auditor for the necessary
information. Consequently, corporate boards, managers, auditors and accountants should all
work together to create a financial reporting process of unparalleled integrity. And by
introducing proper systems of corporate governance they can significantly reduce the
opportunities for malpractice.
In today's globalized economy companies with weak corporate governance systems
are likely to suffer serious consequences; examples of those are financial scandals. The core
elements of good governance may have been said in one way or another by many, but
transferring these concepts from words into reality has proven to be a very difficult task to
accomplish. The perceived low level of confidence both in financial reporting and in the
ability of auditors to provide safeguards to shareholders and the lack of effective board
accountability prove the above (Darrough, 2004). It still remains largely on a voluntary basis
whether companies would institute good corporate governance mechanisms, and it is difficult
to change corporate habits.
We should mention that the role of financial accounting information in corporate
control mechanisms is not limited in the compensation contracts. DeAngelo (1988), for
example, documents the importance of the use of accounting information in proxy fights.
The existence of additional corporate control mechanisms in the availability of
governance is of substantial importance. It is vital, during the examination of corporate
control mechanisms, to have in mind that corporations usually use a range of governance
mechanisms. Thus, the interactions between them should be seriously considered (Bushman
& Smith, 2003). An elucidation of the importance of that consideration is thoroughly given by
Bertrand and Mullainathan (1998).
We should also consider the potential existence of “complex interactions between
incentive contracts written on objective performance measures and features of organizational
design such as promotion ladders, allocation of decision rights, task allocation, divisional
interdependencies, and subjective performance evaluation” (Bushman and Smith-2003). A
relative study is that of Baker, Gibbs & Holmstrom (1994a, b) who shed light to such
complex relations.




Financial accounting information can be defined as ‘the product of corporate

accounting and external reporting systems that measure and publicly disclose audited,
quantitative data concerning the financial position and performance of publicly held firms’
(Bushman & Smith, 2001). Thus, financial accounting is the fundamental source of
independently certified information about the performance of executives. Indeed, financial
accounting systems provide valuable information to corporate control mechanisms that help
to alleviate the agency problem which results from the separation of managers and financiers.
The use of accounting information in corporate governance mechanisms can be
explicit (direct) or implicit (indirect). Financial accounting information is explicitly used in
managerial incentive contracts or debt contracts (direct use), but also contributes to the
information contained in stock prices (indirect use). Furthermore, financial accounting
information is both an output of the governance process, since it is produced by managers,
and also an input since it is used in corporate control mechanisms (Sloan, 2001). This is
shown explicitly on Figure 1 below. As a result, additional governance mechanisms are
required in order to ensure the quality, integrity, transparency, and reliability of the
accounting information supplied by managers, such as adequate internal control systems,
independent board members, vigilant audit committees and independent external auditors
(Rezaee, 2005).
A brief discussion of the direct and indirect uses of financial accounting in corporate
governance is presented in the following subsections.

output input
Managers Financial Accounting Information Governance Process

indirect use direct use

(managerial incentive contracts)


Corporate control mechanisms

Figure 1: Financial Accounting information as an input and output of the governance process



The accounting information system is still regarded as the main source of effective
and low-cost governance information. Indeed, the cost for shareholders and directors to gather
and process data from the accounting information system is in many cases low, relative to
alternative performance measures. Nevertheless, when it’s difficult for accounting
information system to provide substantial information about governance, corporations appeal
to more costly governance mechanisms in order to compensate for the inadequacies
(Bushman & Smith, 2001; Bushman & Smith, 2003).
Ittner, Larcker, and Rajan (1997), examine the factors that affect the choice between
non-financial performance measures (e.g. productivity or market share) and financial
performance measures (e.g. earnings or return on investment), focusing in annual bonuses.
They indicate that the use of non-financial performance measures is greater in firms that
follow an “innovation-oriented prospector strategy” than in firms that follow a “cost leader
Bushman, Chen, Engel, and Smith (2000) taking into account a range of governance
systems such as board composition, ownership concentration, stockholdings of inside and
outside directors and the structure of executive compensation, argue that if current accounting
numbers do a relatively poor job of capturing the effects of the firm's current activities and
outcomes on shareholder value, then the accounting numbers are less effective in the
governance regulation.



The largest portion of governance research in accounting concerns the explicit use of
financial accounting information in managerial incentive contracts. The use of accounting-
based performance measures in managerial compensation contracts represents probably the
most obvious governance role of accounting information. However, over the last three
decades accounting profitability measures have become relatively less important in
determining cash compensation of top executives (Bushman & Smith, 2001). In addition, cash
compensation itself appears to have become a less important element of the overall pay-
performance system of managers. For most Chief Executive Officers, stock return appears to
be the dominant component of their incentives (Core et al., 2000).
In contrast to the compensation literature, the direct role of accounting information in
debt contracts has not received much attention from accounting researchers, although it has
developed significantly, particularly in private placements of debt and private lending
agreements (Sloan, 2001). Performance pricing, which involves linking the interest rate that is
charged on debt to accounting-based measures of financial health, is a frequent practice in
financial contracting. However, there has been limited research on this explicit governance
role of financial accounting information.

The implicit use of financial accounting information in corporate governance

mechanisms represents perhaps the most valuable role of accounting information. Any capital
markets research focusing on the role of accounting information in the determination of
security prices has potential governance implications, since investors are interested in the
efficiency and liquidity of the capital markets in which their securities are traded (Sloan,
Overall, financial accounting information is implicitly used in a variety of corporate
governance mechanisms. Accounting information plays a significant role in the enforcement
of investors’ legal rights against management as well as in the enforcement of creditors’ rights
in the event of default and/or bankruptcy (Sloan, 2001). Furthermore, academic research
shows that measures of accounting performance are used as input into the board’s firing
decisions and are also related to takeovers, proxy contests and institutional investor activism.



3.5.1 General Comments

As previously mentioned, the use of accounting-based performance measures in

managerial compensation contracts represents probably the most obvious governance role of
accounting information. In this section we will verify the extensive use of financial
accounting numbers in defining managerial contracts as it is documented in the compensation
literature. Although this literature is not yet so developed and our understanding of the
different practices in executive compensation is far from complete, the existing studies boost
our assertion as regards the widespread use of accounting numbers in these contracts.
Rather than offering an exhaustive review of research achievements, we present an
intentionally selective examination of the relevant empirical and theoretical research on
managerial incentive contracts, based on the pioneering work of Bushman who has reviewed
and updated the relevant literature and data.
We can notice that researchers in most cases in the empirical models follow either an
explicit or an implicit contract approach. When we are referring to the explicit contract
approach we mean that the researcher is aware of the actual performance measures used.
Whereas, in the implicit contract approach, the researcher is unaware of the details of the
actual contracts and has no information about the actual performance measures used in the
contracts (Bushman & Smith, 2001).

3.5.2 The Explicit Contract Approach

Much of the empirical research regarding the use of accounting information in

managerial contracts focuses on publicly traded firms in the United States. Bushman’s paper
provides an accurate review of the existing literature. It is worthy also to mention the study of
Ittner, Larcker, and Rajan (1997) which collects data about the performance measures used in
defining the annual bonus plans of up to 300 firms of the U.S. This study documents that the
vast majority of the firms use at least one financial measure in their annual plans. It also
mentions that earnings per share, net income as well as operating income proved to be the
most common financial measures used.
In general, numerous papers document the use of accounting information in incentive
contracts. Another interesting and notable survey is that of Hogan and Lewis (1999) which
substantiates adoption of residual income performance measures by a considerably number of
publicly traded firms. Keating (1997) gives additional evidence on the use of accounting
information in determining compensation contracts by establishing the significant use of
accounting measures rather than the use of stock prices. Additionally, Ittner, Larcker, and
Rajan (1997) find no evidence to support the explicit use of stock price information in annual
bonus plans.

3.5.3 The Implicit Contract Approach

In the studies where the implicit approach is used, unlike the explicit approach case,
the actual performance measures used in the compensation layout are unidentified,
compelling the researcher to surmise the appropriate measures. In these studies the researcher
examines the sensitivity of compensation to performance measures mainly by regressing the
measures of managerial compensation on the measures of performance.
In spite of its prevalence in practice, there are a lot of drawbacks in using this
approach. The methodology in which it is based creates potential for serious errors in
variables problems and for omitted variables. According to Bushman, however, “most
compensation studies in accounting include both accounting-based and stock price-based
performance measures in incentive coefficient estimations, and thus partially deal with the
omitted variables problem”.
There is no wonder that this method still has a lot of drawbacks, however the fact that
the results from the regressions show a positive relation between performance measures and
managerial compensations adds a leg to stand on the use of these measures in the
determination of incentive compensation of top executives.

3.5.4 The Evolution in Managerial Incentive Contracts

It is a fact that accounting numbers were not always of prevalent use for the
determination of managers’ compensation. Bushman, Engel, Milliron & Smith (1998),
document the shifting from accounting earnings and the use of other information in
determining managers’ compensations, over the 1971-95 period. All the more so, recent
studies indicate that the sensitivity of compensation to shareholder wealth creation is ruled by
changes in the value of stock and stock option holdings, and that trend seems blooming
(Bushman & Smith, 2003).
The explanation of this phenomenon requires that it would be appropriate to delve into
the observed environmental changes. For instance, in the ‘80s a lot of pressure groups
composed of investors and stakeholders compelled corporations to select such board
structures that assist to a better evaluation of managers’ performance and conduce to their
more effective inspection. Changes may have also occurred in the nature of the corporation
itself. However, this recent shifting from direct accounting-based incentive plans towards
equity-based plans does not mean automatically that accounting information has become less
important for the governance of firms, since there are many issues to be considered (Bushman
& Smith, 2003). First of all, the existence of an efficient financial accounting system is vital
for the existence of a healthy stock market. Moreover, stock price incorporates potential
limitations as a measure of current managerial performance since it reflects future
anticipations. In general, stock price is not an adequate information source, while a complex
set of performance measures, including detailed accounting and other performance data, is
necessary for accurate performance assessments.


Fundamentally, corporate disclosure and transparency are vital for a strong corporate
governance framework. Transparency, which is a desirable characteristic of financial
reporting, can be defined as “the extent to which financial reports reveal an entity’s
underlying economics in a way that is readily understandable by those using the financial
reports” (Barth & Schipper, 2008). The need for accurate, reliable, timely and accessible
financial and non-financial business information is imperative in order to maintain corporate
In this section, we present the interaction of financial reporting with corporate
governance and the role of financial reporting in achieving corporate transparency to alleviate
corruption and incidents of fraud.



Corporate governance during the last century has gradually come into the spotlight
and became a matter of great interest and debate (Parker, 2005a). The effusion of corporate
frauds and failures enhanced that interest while contemporaneously brought company
directors, accounting regulations, auditors, and in general the accounting profession into sharp
focuses (Parker, 2007).
Santosh Shetty (2005) has stated about corporate governance: “Corporate governance
is the framework within which companies are directed and controlled. It basically shows the
tone at the top — how management wants to control the affairs of the company. Corporate
governance is therefore concerned with issues such as the effectiveness and efficiency of
operations, the reliability of the financial reporting (disclosure norms and practices),
compliance with laws and regulations and safeguarding of assets”.
This brings up the need to examine the role of financial reporting in the more general
concern of corporate governance and also the extent to which financial reporting serves the
needs of corporate governance for the benefit of a wide range of stakeholders and for the
benefit of society in general.
The existing literature contains different assumptions for an interaction between
corporate governance systems and financial reporting systems. More specifically there are
arguments that an “effective system of corporate governance requires an effective financial
reporting system, and that an effective financial reporting system requires a well-ordered
system of financial accounting” (Baker & Wallagey, 2000).
Financial reporting has gradually become a highly complex activity that is of
considerable interest to many persons throughout modern industrial society, while in past it
was a relatively simple practice, primarily of interest to small groups of industrialists and
financiers. The development of financial reporting within individual countries differs due to
the influences of the history of each country (Baker & Wallagey, 2000). For instance, the
British view has traditionally been that the main purpose of financial reporting is to provide
information for investors, while the continental European view has been that financial reports
can be used for several purposes or more specifically for corporate governance purposes
(Ordelheide, 1993; Kuhner, 1997).
Financial reports play an important role in the economic life not only by affecting the
decisions of investors but also by contributing to the allocation of capital. The improvements
in technology may mark the route of financial reporting in the future. Thus, financial
reporting systems may probably evolve into electronic information systems providing
financial and other forms of information concerning corporations widely available via the
internet. However, there are arguments that even if it is technologically feasible for financial
reports to be changed from their present form, there will still be a need for financial reporting
in its traditional form as an essential component of effective corporate governance (Baker &
Wallagey, 2000).
Corporate governance is currently leading in a range of fields of research such as
information systems or finance, with many professors indicating the existence of significant
and wide-ranging relationship between financial external reporting and corporate governance.
Thus, the literature referring to the connection between financial reporting and corporate
governance is still showing a deficit. There a lot of unanswered questions that researchers are
challenged to deal with. For example, it is important to specify what types of information can
and should be produced for corporate governance purposes or what kind of information
should be provided in order to satisfy the requirements of society for responsible corporate
governance (Parker, 2007).

The 21st Century must be the century of corporate integrity. A wave of corporate
scandals in recent years has eroded public investor confidence and the need for improved
financial reporting and for higher levels of transparency in the development of the world’s
financial markets has become urgent. More and more countries have focused on corporate
governance reforms to strengthen the protection of the interests of investors with transparency
being a necessary ingredient of good corporate governance.
Corporate transparency is defined as “the accessibility of information to stakeholders
of institutions, regarding matters that affect their interests” 3. Nevertheless, it is far more than
the obligation to disclose basic financial information; transparency is a corporate value,
reflecting the corporate culture. It has been a long time since corporations were first required
to provide full and fair disclosure, informing investors about the condition of the corporation
so as to make their investment decisions. Unfortunately, nowadays it is more prevalent for
firms to distort their actual financial position through obscure and complicated language,
burying the important data in footnotes4. The result is falsified financial reports, giving
investors misleading impressions about the financial status of the corporation.
The prime responsibility rests with management to establish a corporate environment
that promotes the use of high-quality accounting standards in financial statements. The board
of directors, executives, the audit committee, and the outside auditor are also to blame for
fraudulent financial reporting, besides managers. The Sarbanes-Oxley act has first changed
substantially the roles and responsibilities of corporate managers, directors, and both external
and internal auditors. We all understood the important role of auditors after Enron collapse
and WorldCom Inc.’s bankruptcy. Following these, the public has come to believe that
corporate executives are more interested in “lining their own golden parachutes” than in
looking out for the interests of their stakeholders (Schumer, 2003).
Transparency can help to reduce the level of corruption by increasing the probability
of uncovering bribery acts. Supply side anti-corruption strategies aim at the lack of effective
board accountability and at the low level of confidence both in financial reporting and
auditors. As globalization of markets continues, companies address to an increasing number

Tapscott and Ticoll, (2003) “The naked corporation: how the age of transparency will revolutionize business”,
Gitlow, “Corruption in Corporate America: Who is responsible? Who will protect the investors?”, pp. 60-61
of investors and the importance of proper financial accounting information grows with no
geographical constraints.
Accurate recording, classification and reporting of transactions in financial statements,
full compliance with disclosure standards and annual external audit lead to quality
information and a strong external reporting system. Corporate managers who are engaged in
bribery practices often face a more difficult task of hiding the bribe payments from the
shareholders when the accounting practices are of high standard. When the rules are applied,
the internal control and monitoring system within the firms functions properly. As a result, the
information asymmetry between the principals and the agents is reduced. This implies more
efficient supervision of agents.
Apart from transparency, values of corporate governance, such as accountability and
fairness, prevent both the bribe takers and bribe payers from getting involved in corrupt
practices (Wu, 2005). When ethics and regulations actually function, there is lower demand of
bribes because public officials have the fear of being caught. Illegal payments and services
cannot be concealed with sound accounting standards and financial reporting, even for
companies that have access to different markets (Sullivan D.J., Shkolnikov A., 2004).
Transparent corporate disclosure is one of the most important elements of good
corporate governance. Due to the globalisation of the market economy and the conflicting
stakeholder interests, companies are required to provide relevant and reliable information on
their activities, strategies and plans. However, the level of transparency through disclosure
that is acceptable to both the corporation and the increasing number of stakeholders remains a
difficult balance, as markets seek a compromise between the high cost of collecting,
analyzing and using information and the need to inform the various stakeholders and serve the
public good (Gehlmann, 2003). In general, better corporate disclosure enhances the quality
and level of monitoring of the firm by shareholders, and strengthens corporate governance.
However, providing disclosures can cause negative competitor reaction, especially in
industries where information is highly sensitive, and can also lead to greater shareholder
litigation (Narayanaswamy, 2005).
According to Bushman et al. (2004), transparency of corporate reporting depends
principally on financial accounting disclosures, governance disclosures, timeliness and
credibility of disclosures, and accounting policies. All the above elements determine the
transparency of corporate financial reporting and, consequently, the effectiveness of the use of
accounting information in corporate governance mechanisms.

Financial statement fraud, which has cost market participants including investors,
creditors, pensioners, and employees more than $500 billion during the past several years, has
recently received considerable attention from regulators, accountants, business bodies,
academicians and the general community (Rezaee, 2005). Accounting scandals of high profile
companies (e.g. Enron, WorldCom, Global Crossing) have questioned the effectiveness of
corporate governance mechanisms, the quality of financial reports, and the credibility of audit
According to Rezaee (2005), financial statement fraud is “a deliberate attempt by
corporations to deceive or mislead users of published financial statements, especially
investors and creditors, by preparing and disseminating materially misstated financial
statements”. Misstated financial statements may involve overstatement of revenues or assets,
understatement of expenses, omission of liabilities, mischaracterization of, or failure to
disclose, transactions or other information material to a fair presentation of the reported
results of operations, and/ or materially misleading disclosures (Dooley, 2002).
Among the most common motivations for companies to commit financial statement
fraud are the constant pressure to meet earnings projections, the competition for capital and
the perverse compensation arrangements (Fahnestock & Yost, 2004). Imhoff (2003) argues
that within the U.S. financial reporting environment, managers have increasingly been
offered, mainly through cash bonus and stock option plans based on accounting results,
incentives to manage earnings and to delay or conceal bad news. Therefore, while the
financial reporting process provides investors and creditors with information about the entity's
performance, it also impacts the current and future wealth position of its managers. For this
reason, the use of accounting performance measures in management compensation contracts
has been the most thoroughly researched corporate governance issue (Parker, 2007).
However, the external financial reporting - corporate governance relationship is not limited to
financial compensation and results alone, since governance accountabilities are also affected
by corporate social and environmental impacts (Parker, 2007).
The reporting environment of a publicly held firm includes a monitoring network
comprised of those who follow the firm in the role of owner/investor, an intermediary such as
an analyst or an investment banker, and those who have actual oversight responsibility such
as the external auditor (Latham & Jacobs, 2000). A presentation of the financial reporting
system is given in Figure 2 below. Traditionally, the role of external auditors has been
perceived as the most important factor in detecting and preventing financial statement fraud.
In recent years, however, the entire corporate governance system (board of directors, audit
committee, top management team, internal auditors, external auditors, and governing bodies)
is responsible for ensuring the integrity, transparency, and quality of financial statements.

Audit committee

The Company External Auditor

 Board of
 Internal control financial Institutional &
reporting Legal Framework

Shareholders Creditors Potential Investors

Figure 2: The financial reporting system



Financial accounting systems provide valuable information to corporate control

mechanisms that help to alleviate the agency problem which results from the separation of
management and investors. The use of accounting-based performance measures in managerial
compensation contracts represents probably the most obvious governance role of accounting
information. Furthermore, financial accounting information is both an output of the
governance process, since it is produced by managers, and also an input since it is used in
corporate control mechanisms.
One of the most important elements of good corporate governance is transparent
corporate disclosure. Companies are required to provide relevant and reliable information on
their activities, strategies and plans. In general, better corporate disclosure enhances the
quality and level of monitoring of the firm by shareholders and strengthens corporate
Corporate governance sets out mechanisms to ensure the transparency and
accountability of firms. More and more countries have focused on corporate governance
reforms to strengthen the protection of the interests of investors with transparency being a
necessary ingredient of good corporate governance, because it can increase the probability of
uncovering bribery acts. The system that corporate governance establishes makes it harder for
bribery to conceal because decision-making is not made by one person and behind closed
doors. Since corruption is a multidimensional phenomenon, the solution cannot be simple and
the fight must be pursued on many fronts with the enforcement of corporate control
mechanisms being the key.
In summary, we propose that future research should concentrate in investigating more
thoroughly the contribution of financial accounting information to corporate governance
mechanisms and consequently to anti-corruption measures. First of all, there has been limited
attention to the direct governance role of financial information in debt contracts. Moreover,
researchers should explore the use of financial information in other control mechanisms,
beyond managerial incentive contracts, for example in the board of directors. A cross-country
analysis would be rather enlightening. We also think that it would be interesting to exploit the
interactions among different corporate control mechanisms and how they are affected by the
limitations posed by accounting information. Last but not least, it is important to start moving
beyond thinking accounting numbers only as the result of the firm’s performance and focus
on its potential use in governance mechanisms.
The authors are the copyright holders of this paper. No quotation or citation is allowed, unless
previous written authorization is obtained from the authors.


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