Reggy Hooghiemstra

Corporate governance in the Netherlands : An overview of the application of the Tabaksblat Code in 2004

This article examines the overall acceptance of the best practice provisions contained in the Dutch corporate governance code and identifies those that receive comparably less agreement among 150 Dutch listed companies in 2004. The findings indicate a high level of compliance with the Code. Moreover, the extent of compliance is positively associated with company size. Provisions related to the remuneration of board members, independence of supervisory board members, and requirements with respect to internal control systems stand out when it comes to non-compliance. In addition, the nature and content of the explanations provided for non-compliance are remarkably similar across companies, which may indicate symbolic compliance with the Codes best practice provisions.

What determines the informativeness of firms' explanations for deviations from the Dutch corporate governance code?

The comply-or-explain principle is a common feature of corporate governance codes. While prior studies investigated compliance with corporate governance codes as well as the effects of compliance on firm behaviour and performance, explanations for deviations from a corporate governance code remain largely unexamined. This paper intends to fill that gap. The paper draws on the voluntary disclosure literature and agency theory to examine the association between firm characteristics and the informativeness of explanations for deviations from the Dutch corporate governance code. Applying content analysis to corporate governance statements for a sample of Dutch listed firms for the period 2005–2009, the study finds that ownership concentration and number of analysts following the firm are positively associated with informativeness. Furthermore, there is indicative evidence that board strength and informativeness are positively associated. The study also finds a negative association between leverage and informativeness. Institutional investors, however, do not seem to affect this type of disclosure. Taken together, the findings suggest that certain firm characteristics are associated with a firms choice to provide either generic and uninformative explanations or more firm-specific and informative explanations. On the basis of the studys findings, I argue that firms having weaker boards, firms followed by fewer analysts, firms having more dispersed ownership and firms relying more on debt finance tend to approach comply-or-explain more symbolically than substantively.

The Relationship Between Tenure and Outside Director Task Involvement A Social Identity Perspective

Drawing from corporate governance research and social identity theory, the authors argue that the relationship between outside directors’ time in office and outside director task involvement is more complex than generally anticipated. By using a unique multisource data set composed of peer ratings provided by fellow outside directors rating a focal director’s task involvement, this study analyzes director task involvement at the individual director level of analysis. The authors propose and empirically demonstrate that outside director tenure has an inverted U-shaped relationship with outside director task involvement that is moderated by a director’s social identification with the organization. As such, the authors demonstrate that social identification with the organization provides a critical contingency for the curvilinear relationship between outside director tenure and outside director task involvement. Findings suggest that outside directors who socially identify with the organization are more likely to grow “stale in the saddle” at lower levels of tenure. These findings provide support for the merit of analyzing outside directors at the individual level of analysis and suggest that a “one-size-fits-all” approach may not be most appropriate in assessing the effects of tenure on outside director functioning.

Does obfuscating excessive CEO pay work? The influence of remuneration report readability on say-on-pay votes

This paper assesses whether reducing ‘readability’ is an effective obfuscation strategy for influencing the level of shareholder say-on-pay voting dissent in firms with excessive CEO pay. Based on a sample of UK-listed firms, our results indicate that in cases of excessive CEO pay, a less readable remuneration report is associated with reduced say-on-pay voting dissent. However, the effect of the obfuscation strategy diminishes as institutional ownership increases. Using obscurely written remuneration reports may even backfire (i.e. associated with increased voting dissent) when a firm’s majority shares are held by institutional investors. Our results are robust to controlling for compensation contract complexity as well as other alternative explanations. The results are also robust to various controls for endogeneity including a two-stage instrumental variable approach and propensity-score matching. Our findings offer regulatory implications that regulators could minimize the use of ‘obfuscation’ in pay-related disclosures by prescribing how information is to be presented.

Corporate Governance in the Netherlands: an overview of the application of the Tabaksblat Code in 2004: CORPORATE GOVERNANCE IN THE NETHERLANDS

This article examines the overall acceptance of the best practice provisions contained in the Dutch corporate governance code and identifies those that receive comparably less agreement among 150 Dutch listed companies in 2004. The findings indicate a high level of compliance with the Code. Moreover, the extent of compliance is positively associated with company size. Provisions related to the remuneration of board members, independence of supervisory board members, and requirements with respect to internal control systems stand out when it comes to non-compliance. In addition, the nature and content of the explanations provided for non-compliance are remarkably similar across companies, which may indicate symbolic compliance with the Codes best practice provisions.

The Impact of Board Internationalization on Earnings Management

Prior literature shows that choices regarding board composition are associated with earnings management. We add to this literature by examining the effects of the presence of a foreign board member on earnings management. Using a sample of 3,249 firm-year observations representing 586 non-financial listed Nordic firms during 2001–2008, we find that the presence of a non-Nordic, foreign director is associated with significantly higher levels of earnings management. Moreover, we provide preliminary evidence that differences in accounting knowledge drive this effect. Our results suggest that it may not necessarily be beneficial to appoint a foreign director to the board.