Corporate Governance Disclosures in Emerging Capital Markets

Corporate Governance Disclosures in Emerging Capital Markets THE CASE OF GHANA CHAPTER 1 1.1 INTRODUCTION Corporate governance has dominated the policy agenda in developed market economies since the mid 1990s. The spate of corporate failures and massive government bailouts that have characterised the current global recession has led to an upsurge in the call for tighter regulation of capital markets and more stringent corporate governance. What has become clear from the current global capital markets meltdown is that, as capital markets develop, so too does the complexity of transactions and organisational structures, and the span of inter-dependencies among the various players in the market which extend beyond the boundaries of nations and continents. It is imperative for the stability of the global economy that there is adequate and effective regulation of the various capital markets and that the managers of major companies be held accountable for complying with these regulations and adhering to the principles of good corporate governance. In order for corporate manager to be held accountable for their compliance with regulations and good governance, they must make relevant disclosures in their companies annual reports. Corporate Governance and Emerging Capital Markets The recent international financial scandals have generated increased interest in corporate governance as a means of mitigating financial problems in developing economies (Tsamenyi et al. 2007, Reed 2002, Ahunwan 2002). These problems include weak and illiquid stock markets, economic uncertainties, weak legal controls and investor protection, and frequent government intervention. Developing economies also suffer from poor corporate performance and high concentration of company ownership (Tsamenyi et al. 2007, Ahunwan 2002). They usually suffer from state ownership of companies, weak legal and judiciary systems, weak institutions, limited human resources capabilities, and closed/family companies (Mensah 2002, Young et al. 2008). Reed (2002) noted that, globalization, international trade, and international investment practices call for the development of corporate governance in developing nations. Corporate governance is mechanism for ensuring corporate management acts in the best interest of a companys stakeholders (John Senbet, 1998). If capital markets in developing economies such as Ghana are to become fully established and grow, effective corporate governance regulations need to be developed and implemented. Such regulatory structures should not only be adequate to protect the interests of shareholders but also to assist in boosting the confidence of prospective investors and other stakeholders in corporate activities (Cadbury, 1992). Emerging Capital Markets (ECMs) are an integral part of the global capital market. According to the International Finance Corporation (IFC, 1996), EMCs can be viewed as any market in a developing economy that has the potential for development (IFC, 1996). Such markets compete for investment funds with well developed capital markets and therefore need to put in place appropriate measures to attract business activities. The adoption of effective corporate governance is one such measure. Gompers et al. (2003) assert that, good corporate governance increases company valuations and boosts the bottom line. Along similar lines, Claessens et al. (2002) maintain that sound corporate governance frameworks benefit companies through increased access to financing, lower cost of capital, better performance and more favourable treatment of all stakeholders. Corporate transparency and full-disclosure of information are core attributes of the corporate governance mechanism (OECD, 1999) and are regarded as an extremely important factor in the quality of corporate governance. Further, Beeks and Brown (2006)contend that firms with more effective corporate governance make more informative disclosures. Although corporate governance systems differ across countries, with the development of Codes of Best Practice around the world, there is gradual convergence of corporate governance practices toward global standards (Hopt 1997). Ghana is an example of an emerging economy which is increasingly embracing the concept of good corporate governance and requiring companies to report on their corporate governance practices. Attempts being made in Ghana to promote effective corporate governance include the formation of the Institute of Directors in 2001 and the development of National Accounting Standards. Additionally, the Ghana Securities and Exchange Commission (GSEC) has developed a Corporate Governance Code of Best Practice against which companies can benchmark their practices. Other regulatory requirements which govern corporate conduct include provisions in the Companies Code 1963 (Act 179), the Securities Industry Law 1993 (PNDCL 333) and the Membership and Listing Regulations of the Ghana Stock Exchange. Notwithstanding all of the above measures which are designed to secure good corporate governance by public listed companies in Ghana, the general level of compliance with the requirements is, and has always been, low. A study by Tsamenyi et al. (2007), which investigated corporate governance disclosures by applying a disclosure index to the 2006 annual reports of 22 listed companies in Ghana, found that the extent and quality of corporate governance disclosures were minimal. Many studies have been examined on corporate governance disclosures based on the examination of the content and scope of annual reports information by establishing corporate disclosure indexes (see Meek et al. 1995, Coy and Dixon, 2003). This study is concerned with the information disclosed mostly in the annual reports. Information in the annual report consists of qualitative and quantitative data. The quantitative data is both financial and non-financial. Moreover, many annual reports contain illustrations, diagrams and graphical presentations. 1.2 RESEARCH AIM AND OBJECTIVES Following from the above discussion, the overall aim of this study is to make recommendations designed to improve the extent and quality of corporate governance disclosures by public listed companies in Ghana. In order to achieve this aim the research has the following objectives: to determine the current corporate governance disclosure requirements of listed companies in Ghana; to compare Ghanaian disclosure requirements with those applying to UK listed companies; to examine the corporate governance disclosures made by a Ghanaian listed companies in their 2008 annual reports; to identify the differences (if any) in the corporate governance disclosures made by the listed companies in Ghana studied and the corporate governance disclosure requirements; to ascertain the reasons for the failure by listed companies in Ghana to fully comply with the corporate governance disclosure requirements; to make recommendations on how the quantity and quality of corporate governance disclosures by listed companies in Ghana might be improved. 1.3 METHODOLOGY In order to achieve the research objectives the following methods have been used. Literature review: Relevant articles in academic and professional journals have been reviewed in order to establish the extent to which corporate governance disclosure requirements exist and are adhered to in various ECMs. Keywords such as corporate governance, disclosures, ECMs, and Ghana input into databases such as Emerald, JSTOR, SSRN, and Google to search for relevant articles. Document study:Statutory and regulatory documents have been examined to ascertain the existing corporate governance disclosure requirements in Ghana. In addition, the annual reports of a sample of 25 listed companies in Ghana for the year 2008 have been studied to determine the extent and quality of their corporate governance disclosures. Disclosure Index:A corporate governance disclosure index has been and applied to the 2008 annual reports of 25 listed companies in Ghana. The index is has been constructed to include the key corporate governance requirements that apply to listed companies in Ghana. Semi-structured interviews: Six semi-structured interviews were conducted in order to ascertain the reasons for differences in the corporate governance disclosures made by, and required of, listed companies in Ghana. The interviewees were two finance executives of listed companies, two senior audit partners from the Big Four auditing firms and one representative from each of the Ghana Stock Exchange and the GSEC. 1.4 IMPORTANCE AND LIMITATIONS OF THE STUDY Prior studies such as those of Tsamenyi, et al 2007 and ROSC 2005, which have examined aspects of corporate governance in ECMs and, in particular, Ghana have revealed that corporate governance as a policy and regulatory issue is gaining ground but the level of corporate governance disclosure is low. This study, by establishing the current extent (and quality) of corporate governance disclosures in Ghana, identifying deviations from the corporate governance disclosure requirements, and making recommendations on how corporate governance disclosure practices may be improved, will help to bring about improvements in the corporate governance disclosures by listed companies in Ghana However, the study has a number of limitations. These include the following: The study has focused only on a limited sample of 25 out of the 36 listed companies on the GSE. As a consequence the result may not be representative of all listed companies (or indeed, other companies) in Ghana. The study will be based on one years corporate governance disclosures and these may not be representative of corporate governance disclosures made in other years. Research which incorporates a longitudinal study may be necessary to demonstrate the development of corporate governance disclosures in Ghana. The semi-structured interviews were conducted with a small sample of interviewees and the opinions expressed may be influenced by their personal ideologies and the extent of their experience with listed companies in Ghana. 1.5 ORGANISATION OF THIS RESEARCH REPORT This research report has six (6) chapters as follows, Chapter 1: Introduction: In this chapter the background to the study is explained, and its aims and objectives are specified. The research methods used for the study are outlined and consideration is also given to the contributions and limitations of the research project. Chapter 2: corporate governance requirements in Ghana: This chapter provides background information on the corporate environment in Ghana and sets out the corporate governance requirements. Chapter 3: Literature review: This chapter provides a definition of corporate governance and examines the importance of, and the principles underpinning, corporate governance. It also reviews prior research which has examined corporate governance disclosures and more particularly, those which have investigated corporate governance disclosure in ECMs. Chapter 4: Methodology.This chapter explain the development and application of the of disclosure index used to examine the quantity and quality of corporate governance disclosures in the 2008 annual reports of a sample of listed companies in Ghana. It also describes the methodology adopted for the semi-structured interviews conducted with six interviewees from selected institutions in Ghana. In addition it explains the means by which the data have been analysed and reported. Chapter 5: Research findings. The results of the analysis of selected companies annual reports and the semi-structured interviews are reported and examined in the light of the exact literature. Chapter 6: Conclusions and Recommendations.This chapter provides a brief summary of the research project and its findings. Conclusions are drawn from the research findings and recommendations made on ways in which corporate governance disclosures by listed companies in Ghana might be improved. CHAPTER 2 CORPORATE GOVERNANCE REQUIREMENTS IN GHANA 2.1 INTRODUCTION This chapter provides background information on Ghana, its political and economic environment and its corporate profile. It also explains the legal and regulatory framework and the corporate governance requirements which apply to listed companies in Ghana. 2.2 COUNTRY PROFILE Ghana is a Sub-Saharan African country with a total land area of about 238,538 square kilometres/92,100 square miles and a population in 2007, of 23.5 million (Bureau of African Affairs, 2008). Ghanas population is concentrated along the coast in the principal cities (Bureau of African Affairs, 2008). Ethnically, Ghana is divided into smaller groups, each of which has a different language or dialect, however, the official language is English, which is a legacy of British colonial rule (Sarpong, 1999). 2.3 POLITICAL AND ECONOMIC ENVIRONMENT IN GHANA For more than century, Ghana was under British colonial rule. She attained independence on 6th March 1957 and became a republic in July 1960. After independence, Ghana alternated between civilian and military rule. After a series of coup detats (Sarpong, 1999), in January 1993, the country returned to democratic rule under the National Democratic Congress (NDC). After 8 years (in 2001) power switched to the New Patriotic Party (NPP) but in January 2009, following the election, the NPP handed over power to the NDC. The economy of Ghana is dominated by agriculture, mining and forestry agriculture. Agriculture accounts for about 37.5% of GDP (GOG, 2008), and the largest foreign exchange earners for the country are cocoa, gold and coffee (BBC, 2009). In 2007, the countrys GDP was $15.2 billion. As at the first quarter of March 2009, the inflation rate of Ghana was 20.53 % (GOG, 2009). Ghana is a member of United Nations (UN), the British commonwealth, African Union (AU), International Monetary Fund, African Development Bank (ADB), the World Bank Group and the Economic Community of West African States (ECOWAS). 2.4 GHANA STOCK EXCHANGE AND LISTED COMPANIES OWNERSHIP STRUCTURE The Ghana Stock Exchange (GSE) was incorporated in July 1989. It was recognised as an authorized Stock Exchange under the Stock Exchange Act of 1971 (Act 384) in October 1990, and trading on the floor of the Exchange commenced in November the same year. In April 1994, it became a public company limited by guarantee (GSE 2009). The exchange is regulated by the GSE Membership Regulations L.I. 1510, Listing Regulations L.I 1509 and Trading and Settlement Regulations, and is organized as a body corporate under the supervision of the Securities Exchange Commission that falls under the Ministry of Finance. The Exchange is governed by a council which includes representation from licensed dealing members, listed companies, banks, insurance companies, and the general public. The functions of the Council include preventing fraud and malpractice, maintaining good order among members, regulating stock market business and granting listings. The GSE currently has 36 listed companies with a market capitalization as at 31 March 2009, of GH18,041.20m, equivalent to US$13,073.33m (GSE 2009). The manufacturing and banking sectors currently dominate the Exchange, while other listed companies fall into the insurance, mining, transport, food, publication, pharmaceuticals and petroleum sectors. Most of the listed companies on the GSE are Ghanaian (three being listed family-controlled companies) but there are five multinationals. Until 2006, individual foreign investors, who were first allowed to participate on the Exchange in 1993, were not permitted, without approval, to hold more than 10% of a listed companys shares and the total foreign investments in any company could not exceed 74% of the companys shares. These limits were removed by the Foreign Exchange Act of 2006 (Act 723) and non-resident investors can now invest in the market without limit or prior exchange control approval. Dividend income is taxed at 8%, while Capital gains on listed securities are exempt from tax until November 2010 (GES 2009). 2.5 CORPORATE GOVERNANCE REQUIREMENTS IN GHANA Over the recent years, notions of corporate governance has been gaining roots in Ghana in response to initiatives by some stakeholders such as the Ghana Institute of Directors (IoD-Ghana), Private Enterprise Foundation (PEF), State Enterprises Commission, the Institute of Economic Affairs, and the Ghana Centre for Democratic Development (Ocran 2001; Mensah et. al 2002). The IoD-Ghana strives to improve corporate governance practices and strengthen companies boards of directors. It has, for example, hosted international and national conferences, run competitions to increase awareness of corporate governance issues and developed manuals and procedures to help implement good corporate governance practices (Mensah et. al 2002). Notwithstanding the above developments, formal corporate governance structures and institutions are not widespread although a number of laws provide for governance structures for companies in Ghana. These laws include: The Ghana Companies Code 1963 (Act 179), The Securities Industry Law, 1993 (PNDCL 333) as amended by the Securities Industry (Amendment) Act 2000, (Act 590), and the Listing Regulations of the Ghana Stock Exchange, 1990 (L.I. 1509) (K-Coleman and Biekpe 2008) 2.5 .1 LEGAL REQUIREMENTS The Companies Code 1963 (Act 179), which is based substantially on the UKs Companies Act 1948, provides for governance mechanisms of all companies incorporated in Ghana (NEPAD 2005). It provides governance of ministration such as requirements to have directors, appointment and removal of directors, remuneration of directors, directors reports, and audited financial statements. It also provides for various mechanisms for shareholders to enforce their rights, such as rights to annual general meeting, equal treatments of shareholders. The Securities Industry Law 1993 (PNDCL 333), as amended by the Securities Industry (Amendment) Act 2000 (Act 590) and Exchange Commission Regulations (2003), provides for, among other things, the governance mechanism of all stock exchanges, investment advisors, securities dealers, issues concerning accounts and audits and collective investment schemes licensed under the Securities and Exchange Commission (SEC 2003). The Securities and Exchange Commission, overseeing the disclosure of material information to the investing public by companies, including securities listed on the Ghana Stock Exchange. Regulatory Frameworks for Boards of Directors The Companies Code describes directors as person who is appointed to direct and administer the business of the company, and stipulates that each company must appoint a minimum of two directors for a company. However, the Code allows companies to fix the maximum number of directors in their Regulations. Section 181 of the Companies Code provides that directors are to be appointed through the individual votes of shareholders at a general meeting of the company. However, this frequently means that the directors are approved by the controlling shareholders. There is no requirement under the Companies Code for the appointment of independent directors but this is required under the Securities and Exchange Commissions Code of Best Practices on Corporate Governance (SEC Code) for the GSE. In the exercise of their duties, the directors are required to act at all times in what they believe to be the best interests of the company as a whole so as to preserve its assets, further its business, promote the purposes for which it was formed, and to do so in such manner as a faithful, diligent, careful, and ordinarily skilled director would act in the circumstances. The Code makes provision for the appointment of executive directors by allowing directors to hold any other office or place of profit in the company, other than office of auditor. The directors remuneration is to be reasonably related to the value of services provided and is to and shall be determined from time to time by ordinary resolutions of the company The Companies Code enjoins directors to, at least once annually (at intervals of not more than 15 months), to prepare and send to each shareholder the directors report, which show the state of the companys affairs with any change during the financial year in the nature of the business of the company. The report is approved by the board of directors and signed on behave of the two directors. Regulatory Framework for Shareholder Rights The Companies Code 1963, the Securities Industry Law 1993 and the Regulations of the Ghana Stock Exchange provide the primary regulatory framework for the establishment and operations of companies that issue publicly traded securities. The Companies Code gives shareholders opportunities to participate and vote in general shareholder meetings or exercising rights through proxy for the appointment or removal of directors, access to timely and transparent company information concerning the date, location and agenda of general meetings and the right to petition against unfair prejudice. The Securities Industry Law and the GSE Listing Regulations ensure that the market for corporate control of listed companies functions in an efficient and transparent manner. It provides for example the organizing of shareholders meetings, proxy solicitation and voting by shareholders, disclosure of equity ownership, and allowable actions that shareholders may undertake against directors, including law suits, the removal of directors, and penalties for breaches of their fiduciary duty. Regulatory Framework for Accountability and Audit Under the Companies Code a companys, directors are responsible for keeping proper books of account and for the preparation of financial statements which provides a true and fair view of the company. Auditors are to be appointed by an ordinary resolution of shareholders, except that the directors may appoint the first auditor of the company and fill any casual vacancy in the office of an auditor. Auditors are expected to employ diligence, objectivity and independence in the discharge of their duties and functions. To ensure the auditors independence, the Code prohibits an officer of the company or any associated companies, partners of, or employees of an officer of the company from holding office as auditor. However, the Code permits auditors, in addition to their statutory duties to shareholders as auditors, to provide other services to the company such as, advising on accounting, costing taxation, rising of finance and other matters. This provides a ground for a conflict of interest which may impair the auditors independent. An auditor may be removed from office by an ordinary resolution of shareholders at an annual general meeting after 35 days notice and is allowed to speak to this at this meeting in response to his intended removal. No provisions exist under the Companies Code limiting the term of office of auditors. The GSE Listing Regulations recognize the need for audit sub-committee which should be composed of non-executive directors. The GSE Listing Regulations also prescribe the audit committees duties such as; making recommendations to the board concerning the appointment and remuneration of external auditors; reviewing the auditors evaluation of the system of internal control and accounting. The Companies Code, the Securities Industry Law and the GSE Listing Regulations requires all companies to provide shareholders with audited financial statements prepared in accordance with the Ghana National Accounting Standards issued by the Institute of Chartered Accountants (Ghana) at close of their financial year to its shareholders. 2.5.2 LISTING REQUIREMENTS AND GOVERNANCE GUIDANCE BY CODE OF BEST PRACTICES In December 2003, the Ghana Securities and Exchange Commission (SEC) issued corporate governance principles for listed companies entitledCode of Best Practices on Corporate Governance. This code is based on the OECD Principles of Corporate Governance (SEC 2003). Consistent with the United Kingdom, the code is not mandatory. While these provisions are not binding, the SEC encourages compliance with the Code and requires listed companies to include a statement in their annual report disclosing the extent of compliance with these guidelines. The Code set out principles for the equitable treatment of all shareholders, disclosure and transparency and responsibility of the board of directors. As require by best practice. There should be formal and transparent procedures for appointments to the board. Also there should be separation between the roles of CEO and Board Chairman responsibilities unless there are specific reasons militating against such separation. In the case where two offices are combined the Code required companies to explain to shareholders and the board must enact procedures that ensure the independence of the board as a whole and their respective responsibilities should be defined. There should be a balance of executive and nonexecutive directors with the complement of independent non-executive directors being at least a third of the total membership of the board and in any event, not less than two. 2.6 ANALYSIS OF CORPORATE GOVERNANCE DISCLOSURES IN GHANA IN COMPARISON WITH THE UNITED KINGDOM The provisions of the code are set in Table 1. Further, so that the provisions applying in Ghana may be evaluated in the light of well established Code of Corporate Governance, the provisions of the UKs Combine Code of Governance (Financial Reporting Council, 2008) are also presented. B.2 ProceduresThere should be a formal and transparent procedure for developing policy on executive remuneration. Members of the committee should exclude themselves from deliberations concerning their own remuneration.There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remunerationC.2 Internal ControlThe board is responsible for ensuring that appropriate systems of internal control are in place for monitoring risk, adherence to financial governance measures and compliance with the law.The board should maintain a sound system of internal control to safeguard shareholders investment and the companys assets GHANA UK A. Directors A.1 The Board Every company should be headed by an effective board, which is collectively responsible for the success of the company A.2 Chairman and Chief Executive There should ideally be a separation between the role of Board Chairman and CEO unless there are specific reasons which militate against such separation. There should be a separation between the roles of CEO and Board Chairman A.3 Board Balance and Independence The board should include a balance of executive and non-executive directors with the complement of independent non-executive directors being at least one third of the total membership of the board and in any event not less than two. The board should include a balance of executive and non-executive directors (and in particular independent non-executive directors) such that no individual or small group of individuals can dominate the boards decision taking A.4 Appointments of Board Appointments to the board should be formal and transparent selection process should be based on merit. There is no nomination committee There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board. There should be a nomination committee which should lead the process for board appointments and make recommendations to the board A.5 Information and Personal Development The board should have unrestricted access to all company information, records and documents. All directors enjoy the right to retain outside professional experts for counsel The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge A.6 Performance Evaluation The board should annual review their own performance and that of the various committees The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. A.7 Re- Election All directors should submit themselves for re-election at regular intervals and at least once in every three years of its committees and individual directors. A.7 Re- Election All directors should submit themselves for re-election at regular intervals and at least once in every three years All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance B. Directors Remuneration B.1 Directors Remuneration The levels of remuneration in corporate bodies should be competitive, should focus on retaining management and be linked to corporate and individual performance. Every corporate body should establish a remuneration committee. The remuneration committee should comprise of a majority of non-executive directors. Does not give number of directors Levels of remuneration should be sufficient to attract, retain and motivate directors of the quality required to run the company successfully, but a company should avoid paying more than is necessary for this purpose. A significant proportion of executive directors remuneration should be structured so as to link rewards to corporate and individual performance. The board should establish a remuneration committee of at least three independent non executive directors. C. Accountability and Audit C.1 Financial Reporting The board is responsible for ensuring that a balanced and understandable assessment is given of the financial and operating results of the corporate body in the financial statements. The board should present a balanced and understandable assessment of the companys position and prospects C.3 Audit Committee and Auditors The board should establish an audit committee. The audit committee should comprise at least three directors, the majority of whom should be non-executive The board should establish an audit committee of at least three independent non-executive directors D. Relationship with shareholders D.1 Dialogue with institutional shareholders There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has res