Effect of Corporate Governance on Attracting Investors

Corporate governance is the way of corporation being directed which is involves a relationship between the manager , the shareholders , and other stakeholders of the company. The use of corporate governance is to provides the structure through which the objectives of the company are set. In adopting a good corporate governance, companies should be transparent of the financial reports. Now adays most company around the world have adopt good corporate governance system , but some of the countries have not adopt the system. In this project , it will contain a research of the corporate governance status in Indonesia. Wether most of company in Indonesia have adopted a good corporate governance or not.

Inside this project, there are two research question which is using different type of statical analysis. The first research question was made to found out wether is it true that a good corporate governance will attract more investors to the company. The second research question was made to know have most company in Indonesia have issue their corporate governance report according to the standard and transparency. And the result of the research is that there are some correlation between the corporate governance and performance of company. The other finding is that some of the company in Indonesia still not transparent in disclosing the corporate governance report.

Chapter 1

Introduction

Research background

Corporate governance is one of the important factors that should be maintain inside the company. Now adays a lot of investors not only looking for financial reports of the company but they are also looking for the corporate governance status of the company. Since the financial crisis in 1990’s. Indonesia facing some diffculties in the economic factors. Alot of company were collapse , because many directors made a wrong decision. From that moment the economic and political condition in Indonesia is not stable. This problems will effects the corporate governance system in Indonesia. But by creating a good corporate governance structure they are some benefit from it. A good corporate governance system will help directors, corporate managers , and owner to better governing the company.

Many international investors hesitate to invest their money if the corporate governance structure does not so good. They want to know how well the is the directors can manage the company. There are some important key role of the corporate governance which are a transparency of the company financial and non-financial reportings , independent commisioner , and audit committee of the company. Investors want to know clearly the way of company leaders directing their company in achiving the goal. Investors will not invest their money if the company does not have a clear structure of the company. That is why adopting a good corporate governance may have some advantages, it will be easier to obtain capital and increasing share price.

Using the data of corporate governance it can also effects the performance of the company.The corporate governance report will shows all the activity of the leaders inside the company. In governing a company there are rules for the directors , managers, and shareholders that must be follow. Such as a Annual General Meetings, most of the leaders of the company must attend this meetings at lease twice a year. If they are not fullfil their job as a leader of the company, it will be reported in the corporate governance report.

1.2 Research Objectives

1.2.1 Primary Research Objectives

The primary objectives of this project is to give some information about the latest situation of coporate governance in Indonesia using the latest data which is taken from the year 2009 and also a questioner which is from the year 2010. Many people believes that a good corporate governance system can attract more investors to the company, so inside this project it will tested wether that statement is true or not. And this project also want to know wether most of company in Indonesia have disclosed their corporate governance reporting transparently.

1.2.2 Secondary Research Objectives

The secondary objective of this project are :

From the research it will shows the advancement of corporate governance system in Indonesia.

Showing the effectiveness of corporate governance reporting for the company

Take some feedback from the employee in Indonesia about the corporate governance situation in the company where they are working.

Chapter 2

Literature Review

A good corporate governance is important for a company around the world. Instead of financial data of the company, investors also looking at the corporate governance disclosure data before they are deciding in which company that should they invest in. From the data it will show the management situation of that company. Some of the country around the world still very low in conducting a good corporate governance. Conducting a good corporate governance will make the company more profitable , it will attract more shareholders to invest in our company. Lawrence D. Brown and Marcus L. Caylor (2004) using a sample of 2,327 companies and based on 51 corporate governance provisions which is provided by Institutional Investor Services (ISS) they found out that companies which are better governed relatively got a better income or more profitable and most of the shareholders got more dividend from the company. Based on a data which is taken from Institutional Shareholder Service , they create broad measure of corporate governance and they create Gov- score. The Gov-score was measured of 51 factors which is encompassing eight categories of the corporate goverenance which is : board of directors , auditors , characters by laws , executive and director compensation , ownership , progressive practices , and state of incorporation.

Financial problem now adays become the major topic globally , it effects a lot of firms around the world. PaquitaY. Davis , Li Li Eng , and Chao-Shin Liu (2006) they were investigate the role of corporate governance mechanisms and accounting system in four different countries in Asia which is Indonesia , Korea , Malaysia , and Thailand. Those countries were effected by Asian financial crisis. They found out that it is depends on the corporate governance mechanisms and accounting system in effecting the book value of equity and it is also determining the relation between the accounting information and stock prices during the economy-wide financial crisis. Results of their finding is the earnings in Thailand and Indonesia was reduced during the Asian financial crisis and increased in book of value. In Korea , neither earnings nor book of value was impacted by the crisis. And the last one which is in Malaysia both book of value and earnings was decreased during the Asian financial crisis.

Bernard S. Black , Woochan Kim , Hasung Jang , and Kyung-Suh Park (2009) conduct a research in KCGI (Korea Corporate Governance Index). They try to find the relation between level of corporate governance and the effects the firm market value. And the findings of their research that overall firms that are better governed got a some competitive advantage than other company. From the research , overall firms who got higher KCGI will get higher dividends , got a lower capital expenditures ( because of Korea firms that are overinvest) but the investment is more sensitive to profitability , lagged board structure predicts higher profit , the related party transactions will reduce adverse for firm value.

Robert W.McGee (2010) Indonesia need to develop the structure of the corporate governance. By developing a good corporate governance he found out that it will helps increasing the share prices and it will be easier to obtain capital. And from his research information which is from the World’s bank ROSC report about rights of shareholders , equitable treatment of shareholders , role of stakeholders in corporate governance , disclosure and transparancy , and responsibility of the boards from the scale one to five , Indonesia overall score is 2.83% which conclude from his research that corporate governance in Indonesia is need to be develop. From the research he suggested that companies in Indonesia need to strenghten shareholder access to the information of the company , in treating the shareholders must be equally , and company must fully adopt the International Financial Accounting Standards (IFRS) and also International Standards of Auditing.

Meidyah Indreswari (2006) identified Indonesia corporate governance status which was turn bad because of the tragedy of economic crisis in 1997. From the research the writters found out there are several factors that make corporate governance fail in that year. Firstly, using agency theory to explain the relation between the agent and the principal was more problematic in ISOEs than the private enterprise. Secondly, the rules of board director and management is really important for the company. Government should reduce their intervention in ISOE’s operating system in order to make the boards of the company to work more effective. Thirdly, findings of the research shows that the corporate governance in Indonesia was not effective due to unclear information about role of corporate governance and also a unclear programmes of the company. These problems can create the lack of commitment of the employee to the company which lead to failling of the corporate governance. Lastly, other factors that lead into fail corporate governance are culture , public governance , and law enforcement. In order to fix those factors, there should be a joint efforts from the public sectore is needed to ensure a good corporate governance will be occure.

A study also conducted by Maria Andersson and Manal Daoud (2005) using the agency theory to test the factors that influence the corporate governance disclosure information in Swedish listed corporations. Using 41 listed companies in Swedish as an example , according to they research it found out that factors that influence the corporations are the parents company it self and the size of the corporation in disclose the corporate governance information. They also find out that agency theory is not a proper theory to find the influence of corporations in disclose information about corporate governance.

Zheng Fan , Liyan Wang , Jidong Zhang (2008) they conduct a research about the relation of company motivation in voluntary disclosure will effect the earning quallity of the company. The research information was taken from the Chinese capital market in 2004-2006 period. And the results of their result is that the company disclosure data and corporate governance of the company will not effects the earning quality of the company.

There are many companies in different countries that already adopted a good corporate governance. When a lot company have adopted a good corporate governance and shows the transparency of the company performance, it will be easier for the investors to choose in which country they will invest in. But in some countries such as Indonesia there are still some difficulties in adopting a good corporate governce. Benny Simon Tabalujan (2002) studied factors that made the corporate governance in Indonesia failed. Since the financial crisis in Indonesia which is around 1990’s there are a lot of trouble that effects the corporate governance system in Indonesia. The most influence factors that he found out were the legal culture and the law. According to his research Indonesia had so much law that must be follow , the law will make some difficulties for the company to perform. He was suggested that Indonesia need to less down those law and regulation for the company so company can perform well in the future.

Dudi M. Kurniawan and Nur Indiriantoro (2000) did a research about the status of corporate governance in Indonesia. And the findings of the study were divided into 5 different parts which are factors that influence the corporate governance status in a company. The first part of his research was about the ownership structure in Indonesia companies. And he found out that Indonesia had two boards in corporate governance system which is not effective for the company. The second part of his research was about the efforts to develop the corporate governance in Indonesia , and he found out that Indonesia corporate governance still need a help from the international countries. The third part of his research was about the accounting standards in Indonesia which should be written according to the basic of International Accounting Standards. The fourth part of his research tell us about audit standards and the audit profession in Indonesia. He suggested that Indonesian auditors need to pay attention to the standards in Indonesia. It is because according to his research a lot of Indonesian auditors look for USA auditors standards and forgeting the standards in his country. This will be a crucial effects for the company. And according to his research the cause of Indonesian financial crisis in 1997 was the auditors in Indonesia miss ditection of fraud that happened in most of companies in Indonesia. This fraud make a lot of company in Indonesia collapse.The fifth parts of his research found out the disclosure data of corporate Indonesia still need to be more transparancy to the public. So from his research conclude that there are a lot of challenges in conducting a good corporate governance in Indonesia but those challenges can be minimize if there is an efforts to conducting a good corporate governance from inside the company.

Werner R. Murhadi (2009) did a research using some information from the Indonesia Stock exchange in period 2005-2007 specializes in manufacture companies to test the performance of the corporate governance in Indonesia. He was using five good corporate governance indicators which are independent commisioner , CEO duality , audit committee , top share , and shareholders coalition to investigate rather it will effects the earning management practices. The findings of the research was a good corporate governance will effect earning management practices which done by the company. Another thing that he found out from the research was a lot of companies in Indonesia do EM ( Earning Management ) with negative leans. The purpose of the company do that is to make their revenue look smaller which can help the company to avoiding tax.

Sanjeev Bhojraj and Partha Sengupta (2001) they conducted research about the effect of corporate governance to the bond ratings and yield. They found out that corporate governance mechanisms will reduce conflicts of interest between the directors and the providers by monitoring to their actions. And they were also found out that company which have a greater institutional ownership and got influence by the external control of the board will have a lower bond yields and high ratings for the new bond issues. From the research they are suggested that company that are facing stronger external monitoring from the governance mechanisms are rewarded with low yields and high bond ratings. Monitoring the situation of the company should be maintain so it will stabilize the firm value of the company.

Sridhar Arcot and Valentina G. Bruno (2009) studied about the different type of corporate governance will effects the firm performance. Their studied the effects of law in a country to the corporate governance mechanism. Since law and regulation is different from one country to the others, according Sridar and Valentina company must adjust to that law especially for the multinational firms. Disclosing corporate governance report is one of the important factor because they found out some of the governance report was uninformative which mean it was not clear. The impact of the weak corporate governace was it shows the the inefficient use of the firms resources which can lead to the poor operating income.

Benny Simon Tabalujan (2002) studied factors that made the corporate governance in Indonesia failed. Since the financial crisis in Indonesia which is around 1990’s there are a lot of trouble that effects the corporate governance system in Indonesia. The most influence factors that he found out were the legal culture and the law. According to his research Indonesia had so much law that must be follow , the law will make some difficulties for the company to perform. He was suggested that Indonesia need to less down those law and regulation for the company so company can perform well in the future.

Siti Nuryanah (2009) said there are still a problem in Indonesia corporate governance specially in audit committee. The problems in audit committee in Indonesia is that they holding a double positions in other companies, which it make the audit committee is not efficient in doing the works. And also , there are some company that does not have an audit committee. By not having an audit committee will become a problem for the board of committe in taking a decision. The research found out that 30 % from the JSX (Jakarta Stock Exchange) public listed companies does not have independent commisioners. Although that kind of problem occure , from her results it was found out that most of the companies in Indonesia have complied with the regulation of corporate governance.

Chapter 3

Methodology

3.1 Data

The data of this project was taken from annual report in Indonesia stock exchange, IICD (Indonesia Institute for Corporate Directorship) reports which is the latest report, and 100 questioners which is given to the working people in Indonesia. The questioner was translating into Indonesia Language.

3.2 Methodology

In this project there are two-research question that can lead to the answer of this research project. Each of the research questions will be tested in different type of statistical analysis test. The two-research questions of this project are:

First: Is it true that adopting good corporate governance will attract more investors?

Second: Using some factors in corporate governance reports, does most company in Indonesia have report their corporate governance data transparently?

By using these research questions, several questions in the questionnaire had been made to gather answers from the respondents which then it will be linked back to answer the research questions.

Inside the questioner there are divided into two section. The first section of the questioner is basic question about the corporate governance and the employee posisition in a company which they are working. The second section of the questioner is the important answer for this project which is contain all information that will be used to analyze.

As for the following questions in the questionnaires, respondents will be asked about questions which are mostly related to the research questions

3.2.1 Research Question 1

Is it true that adopting good corporate governance will increse the company performance ?

Hypothesis:

H1: good corporate governance will give a significant effect to the company performance

H0: good corporate governance will not give a significant effect to the company perfirmance

From the research that was conducted by Lawrence D. Brown and Marcus L. Caylor (2004) said that there were some advantages in adopting a good corporate governance. He was using a sample of 2,327 companies and based on 51 corporate governance provisions that are provided by Institutional Investor Services (ISS). And found out that company that are better governed are relatively got a better income or more profitable and most of the shareholders got more dividend from the company.

Another people that argued about corporate governance mechanisms were Sanjev Bhojraj and Partha Sengupta they found out corporate governance mechanism can reduce a conflicts of interest between the directors. And also a company should monitoring inside the company so the goodness performance of the company can be maintain.

From this type of question, from the statement above I would like to test whether companies that have a good corporate governance will have a lot of investors in it and also is it will attract more investors to the company.

Using the survey question, it will guide to the answer of this question which are :

How effective is the corporate governance report being used in your company?

In your opinion, does good corporate governance will attract more investor?

H0: Ï? = 0 (There is no correlation between corporate governance and number of investors)

H1: Ï? ≠ 0 (There is a correlation between corporate governance and number of investors)

Sample correlation coefficient, commonly denoted r, is calculated as following:

Where X and Y are the sample means.

T-test for correlation formula:

3.2.2 Research Question 2

Does most company in Indonesia have reported their corporate governance activity data transparently and disclosed it to the public on time ?

Hypothesis:

H1: All of the companies in Indonesia have disclosed their corporate governance activity transparently and on time

H0: Not all of the companies in Indonesia have not disclose their corporate governance activity transparently and on time

Werner R. Murhadi (2009) explored some information period 2005-2007 in Indonesia Stock Exchange specializes in manufacture companies to test the performance of the corporate governance in Indonesia. One of the result from his research was, he found out a lot of companies in Indonesia still not develop transparency in reporting data of the company. A lot of companies want to avoid tax by creating an incorrect data, which is making the revenue of the company looks smaller.

Another researcher were Zheng Fan , Liyan Wang , Jidong Zhang (2008) they are argued that the company disclosure data and corporate governance of the company will not effects the earning quality of the company

I would like to test whether most of the companies in Indonesia have disclosed their coporate governance data transparently. Because a good corporate governance will show a transparency data, all the performance of the companies which is bad or good must be inform to the public.

One –Way Anova (Parametric Test)

From using this type of test , data that used to this test will be from question number 7, question number 8, question number 9 and question number 10 , the question from the survey have been desing will be in a way that respondents are asked to rate .

This test is used to test the equality of 3 or more means by using the variances.

H0: µ1= µ2= µ3= µ4 ( Most companies in Indonesia have disclosed their corporate governance activity transparently and on time)

H1: µ1≠ µ2≠ µ3≠ µ4 ( Not all of the companies in Indonesia have not disclose their corporate governance activity transparently and on time)

The formulas for the various sums of squares are as follows:

SSE = SST – SSA

X = sample value ith item in the jth sample

n = total sample size

Xj = sample value of jth sample

nj = size of the jth sample

We will get the respective variances if we divide the sum of squares of SSA and SSE which are as follows:

F-test formula:

P-value:

Degrees of freedom = k-1

Degrees of freedom = n-k

These two values will be used to find the critical values for the F statistic and helps us to know whether the p-value is less than or more than the significance level.

Conclusion:

A null hypothesis will be rejected when the significant value from the test is lower than 5 percent

3.2.3 Limitations

In this project there are some limitations in it. This project only representing a small objectives of coporate governance practices in Indonesia. Moreover, the data collected from this study are limited which is only from the Indonesia Institute of Corporate directorship and 100 questioners that had been given the working people in Indonesia.

Chapter 4

Findings and Analysis

4.1 Data Statistic of Questioner Section 1

4.1.1 Statistics

Questioner that was Given To the Respondent

N

Valid

100

Missing

Total Respond

7

93

From the table 4.1.1, It shows that there are 100 valid questioner that have been produced but the respond that can be used only 93 because the other 7 questioner are missing or cannot be use.

4.1.2 Number of respondent that know corporate governance

Frequency

Percent

Valid Percent

Cumulative Percent

Valid

Yes

71

76.3

76.3

76.3

No

22

23.7

23.7

100.0

Total

93

100.0

100.0

4.1.3 Respondent Knowledge Of Corporate Governance

Frequency

Percent

Valid Percent

Cumulative Percent

Valid

Very Bad

5

7.0

7.0

7.0

Bad

17

23.9

23.9

31.0

Neutral

19

26.8

26.8

57.7

Good

19

26.8

26.8

84.5

Very Good

11

15.5

15.5

100.0

Total

71

100.0

100.0

4.1.4 Respondent Status In Company

Frequency

Percent

Valid Percent

Cumulative Percent

Valid

Director

19

26.8

26.8

26.8

Manager

11

15.5

15.5

42.3

Supervisor

13

18.3

18.3

60.6

Non-Supervisor

28

39.4

39.4

100.0

Total

71

100.0

100.0

4.1.5 Relationship Of Directors and Shareholders in Respondent Company

Frequency

Percent

Valid Percent

Cumulative Percent

Valid

Very Bad

7

9.9

9.9

9.9

Bad

18

25.4

25.4

35.2

Neutral

13

18.3

18.3

53.5

Good

26

36.6

36.6

90.1

Very Good

7

9.9

9.9

100.0

Total

71

100.0

100.0

4.2 Data Statistic of Questioner Section 2

Using pearson

4.2.1 Correlations between corporate governance and Shareholders Performance

CG effectiveness

Shareholders Performance

CGeffectiveness

Pearson Correlation

1

.219

Sig. (2-tailed)

.066

N

71

71

ShareholdersPerformance

Pearson Correlation

.219

1

Sig. (2-tailed)

.066

N

71

71

4.2.2 Correlations between Corporate governance and Commisioners Performance

CG effectiveness

Commisioners Performance

CGeffectiveness

Pearson Correlation

1

-.019

Sig. (2-tailed)

.875

N

71

71

CommisionersPerformance

Pearson Correlation

-.019

1

Sig. (2-tailed)

.875

N

71

71

4.2.3 Correlations between Corporate governance and Directors Performance

CGeffectiveness

DirectorsPerformance

CGeffectiveness

Pearson Correlation

1

.396**

Sig. (2-tailed)

.001

N

71

71

DirectorsPerformance

Pearson Correlation

.396**

1

Sig. (2-tailed)

.001

N

71

71

**. Correlation is significant at the 0.01 level (2-tailed).

IICD ( Indonesia Institute of Corporate Directorship) have made a report about the corporate governance status in Indonesia. Since the corporate governance report 2009 have not been come out yet, I am using the data from the year 2008 which is issued in 2009 by the IICD institute.

Corporate Governance Performance by SOEs, Bank, and Overall

Category

Mean Score of Corporate Governance Performance (%)

2008 Study

Previous Study

SOEs

76.80

74.63

Banking

75.55

71.11

Overall

61.26

67.29

The table above shows the performance of corporate governance in Indonesia Listed company. The data show in two different categories which are State Owned Enterprises sector and Banking sector. There were difference in Corporate governance performance between the SOEs variable and Banking variable. The SOEs performance was 75.20 %, while Banking was only 56.50 %. However, there are some improvement of corporate covernance practices in both of the group. There were around four percent of increasement for those top quartile and bottom quartile respectively. It is still challenging tasks facing Indonesian corporations, regulatory bodies, and other governance-related institutions how to enhance the commitment of these bottom quartile companies to good corporate governance practices as well as those companies with corporate governace performance between the top and the bottom quartile. This does not mean that attention to those top quartile firms is not necessary. In the meantime, empirical evidence shows that corporate governance is significantly correlated to company’s economic performance, although the correlation is weak.

OECD Principles

Mean Score (%)

2008 Study

Previous Study

Rights of Shareholders

50.37

51.23

Equitable Treatment of Shareholders

86.35

83.02

Role of Stakeholders

63.64

58.76

Disclosure and Transparency

70.81

66.64

Responsibilities of the Board

59.02

52.36

Overall Mean Score

64.96

61.26

Using the instrument from OECD ( Organization for Economic Co-Operation and Development) the IICD institute has conducted a survey which was given to the 314 public listed company in Indonesia. Inside the survey they are consisting 5 principles of OECD which are : Rights of Shareholders , Equitable Treatment of Shareholders , Role of Stakeholders , Disclosure and Transparency , and Responsibilities of the board. From the survey the IICD institute analyze the status of corporate governance in Indonesia in the year 2008. The results of research shows there are deflation in rights of shareholders in the year 2008 which is 50.37 % and from the previous study it shows that 51.23 %. But others factors for corporate governance in Indonesia had been increase in 2008, such as equitable treatment of shareholders in the year 2008 was 86.35% which is shows an advancement comparing to the previous study only 83.02 %.

The role of stakeholders percentage also rise up in the year 2008 which is 63.64 % comparing to the previous study which in only 58.76%. Other factors that have been changing which is disclosure and transparency of the company, in the year 2008 it reach 70.81 % and the previous study only reach 52.36 %. The last factors that upsurged was responsibilities of the board, in the year 2008 in achieve 59.02 % and the previous study only 52.36 %. The overall mean score of the year 2008 was 64.96 % and the previous study was 61.26 %. The data shows that by using the OECD principles , the situation of corporate governance in Indonesia is getting better.

Chapter 5

Conclusion and Recommendatio

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