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1 Introduction
The massive fallout from the global financial crisis and from various corporate
bankruptcies, scandals, and failures has renewed regional and global attention on the
importance of corporate governance mechanisms. Prior studies suggest that poor
corporate governance practices among large public corporations and financial institutions
not only to cause enormous damage in the capital markets but also to negatively affect
entire national economies (Connelly et al., 2012; Munisi and Randøy, 2013; Demaki,
2011; Vu et al., 2011). Liew (2008) argues that firms without effective corporate
governance mechanisms are at risk in a globalised world when they compete for scarce
resources in the capital markets because rational investors will likely prefer investments
in firms with better governance and good track records. For many emerging economies,
having effective corporate governance mechanisms is even more important for their
development because the sustainability of new markets relies heavily on investor
participation and confidence (La Porta et al., 2000; Rajagopalan and Zhang, 2009;
Claessens and Yurtoglu, 2013).
Corporate governance is central to mitigating agency conflicts between shareholders
and managers in developed western economies (Jensen and Meckling, 1976) and between
dominant shareholders and minority shareholders in emerging Asian economies
(Bebchuk and Weisbach, 2010; Fan and Wong, 2002). Having good corporate
governance systems help to improve firm performance in these emerging markets
(Klapper and Love, 2004). Nevertheless, the effectiveness of corporate governance on
monitoring firms remains the subject of debate. Connelly et al. (2012) note that the role
of board effectiveness on firm performance in Asian firms may differ from that in
western settings due to Asian markets’ unique environment and concentrated ownership.
Several studies argue that the efficacy of board monitoring mechanisms in improving
firm performance relies on ownership types and on the political and institutional
framework of a given country (Tsinonas et al., 2012; Earle et al., 2005, Leung et al.,
2014; Connelly et al., 2012; Rossi et al., 2015).
Extant literature suggests that the impact of ownership concentration and firm
performance can be complicated because of the different types of agency conflicts.
Highly concentrated ownership may increase conflicts of interests and reduce monitoring
effectiveness (Wang and Shailer, 2015) because dominant shareholders frequently have
both managerial decision-making power and control of firm operations, reducing the
monitoring effectiveness of boards of directors (Topak, 2011; Wiwattanakantant, 2001).
Overall, Li et al. (2015) document that the interaction of board characteristics and
firm ownership structure that affects firm performance is a complicated issue that
requires further exploration. Thus, this study investigates:
1 the association between board characteristics and firm performance
2 whether such relationship is moderated by state ownership concentration among
Vietnamese listed firms from 2008 to 2014.
To test the moderating effect of state ownership concentration on corporate governance
and firm performance, this study classifies that above 25% of state ownership is high
concentration and less than 25% is otherwise (Lennox, 2005).
This study adds an incremental contribution to the literature in several ways. First,
according to ‘The World in 2050’, the latest report from PricewaterhouseCoopers (PwC),
Vietnam is thought to potentially be one of the fastest growing frontier economies
between now and 2050, with estimated GDP growth rates at approximately 5%
Board characteristics, state ownership and firm performance 169
(Hawksworth and Chan, 2015). Despite its growing importance, there has been little
scholarship addressing corporate governance and firm performance issues in Vietnam
(see for examples: Adhikary and Hoang, 2014; Vo and Nguyen, 2014; Nguyen et al.,
2015; Tran et al., 2014). This study involves an attempt to complement the growing but
limited body of Vietnamese corporate governance literature.
Second, the previous literature suggests that the interactions between board
characteristics, ownership structure and firm performance can be complicated and depend
on a country’s political and institutional framework (Li et al., 2015). Although many
studies have examined the impact of corporate governance on firm performance in
emerging markets, studies investigating the impact of board effectiveness on firm
performance and its interactive role with ownership concentration remain limited (Li
et al., 2015; Yang and Zhao, 2014; Adams et al., 2010). The lack of evidence in this area
makes it an empirical issue of significance. Empirical findings regarding Vietnam’s state
ownership and its association with corporate governance and firm performance will
supplement the literature by adding another perspective to the current debate involving
these relationships.
Finally, according to agency theory, a good corporate governance system reduces
agency conflicts between managers and shareholders by implementing monitoring and
control mechanisms (Shleifer and Vishny, 1997). Effective corporate governance
therefore helps to improve firm performance (Akhtaruddin et al., 2009). However, the
presence of state ownership creates a dual principal problem for firms based on the goal
incongruence between dominant and minority principals (Shleifer and Vishny, 1997).
This study investigates whether the agency component of corporate governance in
improving firm performance is valid in a country such as Vietnam, in which state
ownership is high.
The remainder of the paper is organised as follows: Section 2 reviews the previous
literature by focusing on Asian concentrated ownership and then develops hypotheses.
Section 3 discusses the research design of this study, while the empirical results are
presented in Section 4. Section 5 provides additional analyses, and Section 6 concludes.
1 a general meeting that consists of all shareholders who have the right to vote
2 a board of directors (BOD) that consists of between 3 to 11 persons who are
appointed by the general meeting of shareholders (GMS)
3 a chairperson of the BOD who is appointed either by the GMS or BOD
4 a chief executive officer (CEO) who is appointed by the BOD
5 an audit committee.
In 2007, the Ministry of Finance disseminated the Code of Corporate Governance
Practices (under the Enterprise Law) that aims to improve Vietnamese corporate
governance practices. This Code of Corporate Governance Practices defines the term
corporate governance as the systemic principles that are implemented to ensure that listed
firms are managed in such a manner that shareholders’ and other stakeholders’ rights are
protected. Despite the introduction of guidelines and various policies, the International
Finance Corporation (2012) notes in a report examining Vietnamese corporate
governance practices that Vietnamese listed firms demonstrate relatively weak corporate
governance systems and poor shareholder protection in comparison with firms in
neighbouring countries, such as Thailand, the Philippines, Malaysia and Indonesia. In
their survey of the 100 largest listed firms in Vietnam, the results indicate that BODs are
not fully aware of the expectations from shareholders, and those issues that are related to
best practices with respect to board responsibilities are either not well acknowledged or
not well applied among Vietnamese listed firms (International Finance Corporation,
2012). Vu et al. (2011) find that although there was a high level of compliance (in form)
among Vietnamese firms in 2008, the typical proportion of independent directors on
boards may not be enough to be an effective monitoring mechanism.
Ownership structure plays an important role in determining a firm’s agency problems
because of the inevitable conflicts of interests between managers and shareholders as well
as those between dominant and minority shareholders (La Porta et al., 2000).
In Vietnam, the latter type of agency relationship is more prevalent as most listed
firms originated as state-owned enterprises (SOEs). The state-owned portion of
Vietnamese listed firms is represented by the State Capital Investment Corporation.
Additionally, according to the World Bank (2013), Vietnam does not have long-standing
family-controlled groups, which are common in other emerging markets. However,
family ownership is beginning to emerge in some firms, and these firms frequently
appoint immediate family members to boards and to management positions. The question
of family ownership in Vietnam is worth exploring in future research.
According to Li (1994), corporate governance mechanisms differ significantly across
countries because of national differences in ownership structures and the composition of
boards of directors. Although more highly concentrated ownership reduces agency costs
that arise from divergent interests, there is another type of agency cost in state-owned
companies: agency costs that are incurred between the state and controlling owners (Ding
et al., 2007).
Board characteristics, state ownership and firm performance 171
directors not only spend their time monitoring the firms but also give advice to their firms
based on their knowledge (Adams and Ferreira, 2007; Hoitash et al., 2009). Güner et al.
(2008) emphasise that possessing financial expertise means that these directors have a
better understanding of complicated accounting transactions and complex investments,
which can potentially help firms make better investment choices and subsequently
influence firms’ performance.
Empirically, Minton et al. (2014) find that firms with independent directors and with
more financial expertise were associated with better stock performance in the year prior
to the financial crisis but were associated with negative performance throughout the
entire from 2003–2008 period. Johl et al. (2015) note that in the case of the Malaysian
listed firms, a higher number of directors with financial expertise enhances firm
performance. Thus, the following hypothesis is posited:
H3a There is a positive relationship between the accounting and/or financial expertise
of board members and firm performance.
This study proposes that the relationship that is noted above may be moderated by
different agency costs that are associated with various levels of state ownership, which
leads to the following hypothesis:
H3b The positive relationship between the accounting expertise of board members and
firm performance that is moderated by state ownership.
3 Research design
where dependent variable VnPERF is firm performance, proxied using Tobin’s Q, and
independent variables are corporate governance variables such as BOARD,
INDEPENDENCE, DUALITY, STATE and MAN. BOARD is board size and is measured
by the numbers of directors on boards, INDEPENDENCE is proxied by the proportion of
independent directors, EXPERTISE is measured by directors who have background
(qualifications/experience) in finance or accounting, DUALITY refers to whether the CEO
of a firm is also a chairperson, STATE is the proportion of state ownership and MAN is
the proportion of managerial ownership.
Control variables are also included in the regression as they have been cited as
relevant in the research on firm performance and corporate governance structure
(Yermack, 1996; Jermias and Gani, 2014; Leung et al., 2014; Connelly et al., 2012).
These control variables include firm size (SIZE), firm growth (GROWTH), firm age
(AGE) and leverage (LEV).
Board characteristics, state ownership and firm performance 175
4 Results
Performance Board Duality State Managerial Size Age Growth Leverage Expertise Independence
Performance 1.000
Board 0.037 1.000
Duality 0.032 –0.011 1.000
State 0.032 –0.109 –0.089 1.000
Managerial –0.028 0.126 0.075 –0.157 1.000
Size –0.015 0.318 –0.100 –0.018 0.049 1.000
Age –0.083 0.088 –0.139 –0.023 –0.064 0.152 1.000
Growth 0.023 0.022 –0.045 –0.041 0.017 0.052 –0.022 1.000
Leverage 0.081 0.027 –0.084 –0.004 0.018 0.159 0.000 –0.009 1.000
Correlation coefficients of variables for regression
Expertise –0.441 0.024 –0.026 0.044 0.029 0.263 –0.088 0.017 –0.060 1.000
Independence 0.092 0.111 –0.351 –0.002 –0.028 0.144 0.153 0.035 0.068 –0.099 1.000
Board characteristics, state ownership and firm performance
177
178 K.A. Vu and T. Pratoomsuwan
Model I Model II
Variables
Coefficient p-value Coefficient p-value
Experimental variables
Board 0.010 0.265 0.003 0.730
Expertise 0.061 0.138 0.019 0.661
Independence 0.143 0.006** 0.189 0.001**
State * board 0.057 0.005**
State * expertise 0.291 0.009**
State * independence –0.273 0.018**
Control variables
Duality 0.044 0.101 0.041 0.116
State 0.001 0.024** –0.002 0.099*
Managerial –0.001 0.308 –0.001 0.354
Size 0.038 0.001** 0.037 0.001**
Age –0.026 0.000** –0.027 0.000**
Growth 0.010 0.359 0.009 0.395
Leverage –0.153 0.000** –0.152 0.000**
Adjusted R2 23.02% 23.94%
Note: Test of significance: **= less than 0.05 and *= less than 0.1.
The coefficients of control variables are also consistent with the predictions. Firms that
have long been established are likely to perform poorer than newly established firms
(p = 0.000). However, some studies demonstrated the positive relation between age and
firm performance. For example, Capasso et al. (2015) argued that long-lived firms
outperformed the younger firms especially in the wine industry. Thus, the effect of age on
performance might be varied with different industries. Moreover, larger firms tend to
have better performance (p = 0.001) as they are more productive and efficient, whereas
higher leverage in a firm is associated with inferior performance (p = 0.000).
Board characteristics, state ownership and firm performance 179
The outcomes in model 2 reveal some interesting issues regarding Vietnamese listed
firms. In particular, results in Table 5 indicate that the board size and director expertise in
highly concentrated ownership firms play more active role in monitoring and hence helps
to improve firm performance (p = 0.005 and p = 0.009 respectively). These findings
support H1b and H3b. Moreover, for the director independence, the interaction between
state ownership concentration and board independence is negatively related to firm
performance (p = 0.018), indicating that the role of board independence in improving
firm performance is less effective in firms with high state ownership concentration. The
moderation of state ownership on corporate governance structure adds interesting
perspective to the extant literature. For instance, the result contradicts with earlier studies
of Liu et al (2015) whose report that among Chinese firms, the effect of board
independence is stronger in state-controlled firms.
5 Sensitivity analysis
For the robustness of the relationship between board independence and firm performance,
the sample was partitioned into the two sub-samples – the low ownership concentration
(less than 25%) and high ownership concentration (equal or more than 25%). As
expected, in the low state concentrated ownership firms, the board independence variable
is positively associated with firm performance (p = 0.002), suggesting that director’s
independence enhances the firms performance. This indicates that state ownership has
somewhat influence on the relationship between board independence and performance. In
particularly, when state holds a major proportion of ownership (more than 25%), the role
of state ownership is too powerful that it overcome the monitoring effectiveness of board
independence.
Table 6 Sensitivity analysis
6 Conclusions
The purpose of this paper is twofold: first, to examine the influence of the corporate
governance mechanism on firm performance and second, to observe such relationship
under different levels of ownership concentration for listed firms on the Vietnamese stock
exchange in the period from 2008–2014. The influence of state ownership concentrations
on corporate governance and firm performance has not been addressed in many of the
previous studies.
This study contributes toward the literature that investigates the impact of corporate
governance on firm performance. The results of this study suggest that in an emerging
market with poor investor protections such as Vietnam, the relationship between board
characteristics, ownership concentration and firm performance is complicated and
depends on the level of state ownership concentration.
Board size is found to have no real impact on firm performance. However, in firms
with high state ownership concentration, board size has a stronger effect in improving
firm performance. Similarly, the role of board expertise becomes more effective in
Vietnamese firms with high state ownership concentration. Additionally, higher
independent directors on boards help to improve firm performance. However, this role’s
effectiveness is reduced in firms with high state ownership. These results, at least,
confirm the moderating role of state ownership on the relationship between board
compositions and firm performance.
The findings provide some interesting insights regarding corporate governance and
state ownership in Vietnam. The previous studies that have focused on Western settings
frequently indicate that corporate governance is an effective monitoring mechanism for
firm performance. However, for firms in emerging markets in which agency conflicts
between controlling and minority shareholders are ambiguous, corporate governance
mechanisms become less effective. Particularly, in the case of Vietnam, the results in this
study suggest that in high concentrated state ownership, a higher number of independent
directors on boards results in a less effective monitoring system. These results offer
further insights into complicated agency problems in emerging markets.
Apart from theoretical contributions, this study has important implications for
Vietnamese governments with regard to corporate governance reforms. Specifically, as
stated above, board effectiveness is a product of the institutional and legal environment of
a country. Thus, a good corporate governance system in one (or several) developed
market may not be a good fit for emerging markets such as Vietnam. Vietnamese
regulators should be encouraged to design their own rules and regulations, considering
questions of ownership structure, particularly state ownership. For instance, for
state-owned firms that listed on stock exchange, perhaps they should implement different
sets of corporate governance requirements to ensure the monitoring mechanism is
effective. Future research should involve more in-depth analysis through interviews or
surveys on the interaction of state ownership and board characteristics to fully understand
this relationship. As discussed above, family ownership’s impact on board effectiveness
is worth investigating when family ownership becomes more common in Vietnam.
Board characteristics, state ownership and firm performance 181
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