مقاله انگلیسی رایگان در مورد تجزیه و تحلیل محتویات گزارش های حاکمیت شرکتی – Clute Journals 2016

Abstract

The French legislature has mandated in 2008 that the board chairperson reports on governance, internal controls, and risk management approach with the objective to enhance corporate disclosures to investors. This study examines the content of board chair reports to assess their relevance and compliance with mandated disclosure requirements. Based on a sample of 109 french publicly listed comapnies in 2009, Our results show that, with the exception of banks subject to a more stringent regulatory standard, the mandatory nature of the legislation did not translate in extended disclosures about internal controls and risk management practices. We further observe significant variations among the different indices of disclosure particularly with regards internal accounting and financial control. The multivaraite results validate the influence of the chosen internal control framework as well as firm characteristics on the content of the information disclosed about governance, internal control, and risk management practices.

Introduction

To restore investor confidence shaken by successive financial scandals in the early 2000s, the French Parliament voted on August 1, 2003, to enact the Law on Financial Security (LSF, 2003), similar to the United States’ Sarbanes-Oxley Act. The Act requires that the board’s chair report annually on the organization of the board’s work and on internal control practices implemented at the company level. This transparency requirement fulfills one of the principles of good governance issued by the OECD (2004). However, the French legislation did not initially mandate a particular framework for reporting on internal control and risk management practices.1 Therefore, board chairpersons enjoyed a significant discretion on the matters to be reported to shareholders. Previous studies (Gumb & Noel, 2009) confirmed the diversity in board chairs’interpretations of disclosure requirements as well as their visions on what they think their shareholders want to know (Gumb & Noël, 2009). This institutional vacuum was filled by first establishing a French framework on internal control and risk management (Autorite des Marches Financiers (AMF2 ), 2007) and then by creating a code of corporate governance practices for companies listed, better known under the AFEP/MEDEF code (2008)3 . Thus, French companies now have choices between several internal control frameworks (AMF, COSO and other industry specific standards) and corporate governance reporting requirements on which they will now base their board reports to be in accordance with article 116 of the Financial Security Act as amended by the act of July 3, 2008, which requires disclosure of the following (LSF, 2003):