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NUST Business School



Relationship of Cost of
Governance and Firm’s
      Profitability
          MBA Thesis




          10/16/2009




   Muhammad Jawad Iqbal Khan


       2008-NUST-MBA-26




                               Page | 1
Relationship of Cost of Governance and Firm’s Profitability



                                          By



                       Muhammad Jawad Iqbal Khan

                    A Thesis Submitted to the Graduate Faculty of

                             NUST Business School

              In Partial Fulfilment of the Requirements for the degree of

                      Masters of Business Administration

                                        (MBA)

                       Major Subject: Finance and Investment




Approved:

_________________________________________

Mr. Salman Shehzad, Thesis Advisor

                                NUST Business School

                               H-12 Sector, Islamabad

                                     October, 2009


                                                                            Page | ii
Relationship of Cost of Governance and Firm’s 2009
                                 Profitability




                © Copyright 2009

                       By

             NUST Business School
               All Rights Reserved


                                             Page | iii
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability




                                 ACKNOWLEDGEMENT

I am thankful to Almighty Allah for blessing me with strength and knowledge to con duct
this research.

I am grateful to my Thesis Advisor , Mr.Salman Shehzad, for being patient with me and
advising me all along the research.

I am grateful to Dr.Raheel Gohar for helping me in the research through his own
research input and guidance. I am extremely thankful to Mr.Fazli Azam for providing me
with relevant research papers, as he gathered them for his own research paper.

I have taken a lot of guidance from the research paper of Ms.Rozina Shaheen and her
lectures on research methodology in BBA course were extremely helpful.

Mr.Shoaib Qureshi will always be the one who introduced me to Corporate Governance
and helped me to get the literature from IFC, World Bank. His lectures through
Corporate Governance course in MBA are a lightening tower for me in this research.

All the research papers in the bibliography are either taken from JSTOR.com or www.ssrn.com.
Any author who considers his/her work was not referenced properly can contact the author
(jawadiqbalkhan86@yahoo.com), so that it is updated accordingly. I am extremely thankful to
all authors for their valuable input into the literature for Corporate Governance, which helped
me throughout my research.




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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability

                                          ABSTRACT

Corporate Governance is considered as the basic pillar for the long term existence and stability
of the firms. Recent falls of one of the biggest corporations in world like Enron and World Call
sparked the debate on the importance and practical application of better governance
mechanisms in the corporations. The literature has been comprehensively added with the
experiences of different industrial countries and the recent collapse of subprime mortgage and
subsequent bankruptcies of numerous banks and corporations including Lehman Brothers a nd
mortgage giants like Fannie Mae in USA.

In Pakistan, Code of Corporate Governance 2002 was a major milestone and different studies
have been conducted. This research covers 9 industries and 22 firms including banks, insurance,
engineering, cement, fertilizers and chemicals. The focus on the research is to establish a
significant relationship between the compensation paid for the mechanisms of Corporate
Governance i.e. Directors, CEO and Senior Executives. The compensation data is tested for
6significant relationship with company’s' performance variables including Sales, Assets, Pre Tax
Profit, Operating Cash Flows, Selling and Administrative Expenses, Profit as percentage of Sales
and Return on Assets.

The relationships signify the fact that companies pay the governance bodies in the firm based
upon the firms' performance. Different variables are used as indicator of performance in
different companies and industries and differences also exists within industries. This study is
statistically significant for the time period of 2003-2007. These results can be used to improve
the corporate governance compensation paid and profitability generated by the firms. The
research confirms the significant relationships between different stakeholders compensation in
the organization and performance indicators. Different industries pay according to their own
business cycles and also different companies compensate respectively in the same industry as
well. Thus compensation management is the solution to Principle Agent Problem in the
Corporate Governance framework and understanding it will help companies solve it.


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Relationship of Cost of Governance and Firm’s 2009
                                              Profitability




DISCLAIMER



This report is compiled in partial fulfilment of the requirements of Masters of Business
Administration Degree at NUST Business School, Islamabad.

The author has tried his best to avoid any kind of plagiarism. All sources are cited in the
foot notes, references and bibliography section according to the use of the work of
other authors. In case, any one is concerned about any idea or reference mentioned in
this report, the author will welcome any such query and try to resolve it without any
objection.

In any case, the author has not intended to represent the intellectual property of other
people as his own work.

The author can be contacted in case of any issue, through NUST Business School, H-12
Sector, Islamabad, Pakistan.




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Relationship of Cost of Governance and Firm’s 2009
                                                  Profitability

Table of Contents

1     Introduction................................................................................................................................1
    1.1       Background of Corporate Governance...................................................................................1
    1.2       History ................................................................................................................................2
      1.2.1          16th Century .................................................................................................................2
      1.2.2          17thCentury.................................................................................................................2
      1.2.3          1844 ............................................................................................................................2
      1.2.4          1931 ............................................................................................................................2
      1.2.5          Early 1990s...................................................................................................................3
      1.2.6          2002 -2004 ...................................................................................................................3
      1.2.7          2004-2007....................................................................................................................3
    1.3       Corporate Governance Defined ............................................................................................4
    1.4       Pillars of Corporate Governance ...........................................................................................4
    1.5       Compensation and Corporate Governance ............................................................................5
2     Literature Review ........................................................................................................................8
3     Research methodology ..............................................................................................................14
    3.1       Topic.................................................................................................................................14
    3.2       Aim of Study......................................................................................................................14
    3.3       Hypothesis ........................................................................................................................14
    3.4       Research Design & Methodology ........................................................................................15
      3.4.1          Analytical ...................................................................................................................15
      3.4.2          Fundamental ..............................................................................................................15
      3.4.3          Qualitative and Quantitative .......................................................................................15
      3.4.4          Empirical ....................................................................................................................15
      3.4.5          Deductive...................................................................................................................15
      3.4.6          Co-relational Study .....................................................................................................15
      3.4.7          Non Contrived & Minimal Interference ........................................................................16
      3.4.8          Unit of Analysis...........................................................................................................16
      3.4.9          Cross sectional Time Horizon.......................................................................................16


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Relationship of Cost of Governance and Firm’s 2009
                                                  Profitability
    3.5       Sampling Tools ..................................................................................................................16
      3.5.1         Sample.......................................................................................................................16
      3.5.2         Time Duration ............................................................................................................17
      3.5.3         Sources of Data ..........................................................................................................17
    3.6       Variables Identified............................................................................................................17
      3.6.1         Firm Performance Variables ........................................................................................17
    3.7       Methods used to test the relationship between variables ....................................................18
      3.7.1         Spearman Correlation.................................................................................................18
      3.7.2         Pearson Correlation....................................................................................................18
      3.7.3         Regression Equation ...................................................................................................19
      3.7.4         Independent one-sample t-test ...................................................................................19
    3.8       Data Analysis .....................................................................................................................20
      3.8.1         Software ....................................................................................................................20
    3.9       Framework........................................................................................................................21
4     Analysis ....................................................................................................................................22
    4.1       CEO Compensation ............................................................................................................22
    4.2       Directors Compensation.....................................................................................................22
    4.3       Executives Compensation...................................................................................................23
    4.4       Total Compensation...........................................................................................................24
5     H1 Compensation for Governance is related to the Firms’ Performance........................................25
    5.1       Regression of Variables and Results ....................................................................................27
6     H2 Different Industries follow different performance variables for compensation .........................29
    6.1       Industry Wise Correlation Analysis ......................................................................................29
7     Conclusion ................................................................................................................................36
8     Limitations................................................................................................................................38
9     Appendix .................................................................................................................................... I




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Relationship of Cost of Governance and Firm’s 2009
                                                 Profitability

List of Figures
Figure I CEO Compensation ...............................................................................................................22
Figure II Director’s Compensation ......................................................................................................23
Figure III Executive Compensation .....................................................................................................24
Figure IV Total Compensation Paid by the Company ...........................................................................24
Figure V Sample Summarized Correlation Values ................................................................................25
Figure VI Industry Wise Correlation Summary.....................................................................................32
Figure VII Regression of Total CEO Compensation with Sales ................................................................. I
Figure VIII Regression of Total CEO Compensation with Assets .............................................................II
Figure IX Regression of Total CEO Compensation with Pre Tax Profit....................................................III
Figure X Regression of Total CEO Compensation with Operating Cash Flow .......................................... IV
Figure XI Regression of Total CEO Compensation with S&A Expenses.................................................... V
Figure XII Regression of Total CEO Compensation with Profit Margin ................................................... VI
Figure XIII Regression of Total Director's Compensation with Sales..................................................... VII
Figure XIV Regression of Total Director's Compensation with Assets ...................................................VIII
Figure XV Regression of Total Director's Compensation with Pre Tax Profit ...........................................IX
Figure XVI Regression of Total Director's Compensation with Operating Cash Flow................................ X
Figure XVII Regression of Total Director's Compensation with S&A Expenses ........................................XI
Figure XVIII Regression of Total Director's Compensation with Profit Margin........................................XII
Figure XIX Regression of Total Executive Compensation with Sales .....................................................XIII
Figure XX Regression of Total Executive Compensation with Asset..................................................... XIV
Figure XXI Regression of Total Executive Compensation with Pre Tax Profit......................................... XV
Figure XXII Regression of Total Executive Compensation with Operating Cash Flow ............................ XVI
Figure XXIII Regression of Total Executive Compensation with S&A Expenses .....................................XVII
Figure XXIV Regression of Total Executive Compensation with Profit Margin.....................................XVIII
Figure XXV Regression of Total Compensation with Sales ...................................................................XIX
Figure XXVI Regression of Total Compensation with Assets .................................................................XX
Figure XXVII Regression of Total Compensation with Pre Tax Profit.....................................................XXI
Figure XXVIII Regression of Total Compensation with Operating Cash Flow ........................................XXII
Figure XXIX Regression of Total Compensation with S&A Expenses ................................................... XXIII
Figure XXX Regression of Total Compensation with Profit Margin .....................................................XXIV




                                                                                                                               Page | ix
1 Introduction
This Chapter focuses on the history of Corporate Governance, its basic premise and the
relationship of Corporate Governance with the Compensation Management, highlighting
different common types of Compensation mechanisms.

1.1 Background of Corporate Governance
Corporate Governance has taken major importance in the literature and business arena
after the fall of Enron and World Call. Celebrated as one of the most innovative
companies in 1990, 1 Enron collapse was an eye-opener at many fronts, from regulatory
failures to Auditor fraudulent activities. Regulatory Frameworks were present before
Enron and World Call governance fiasco, such as Cadbury Act in UK and OECD Principles
on Corporate Governance, but it forced United States to develop stricter regulations and
control through Sarbanes Oxley Act.

In Pakistan, in the wake of global regulatory
                                                                     “The system by which
actions, Securities and Exchange Commission of
                                                              Accounting Officers carry out
Pakistan issued Code of Corporate Gov ernance
                                                           their responsibility for ensuring
in 2002. This code was the first step towards
                                                               that effective management
the goal, and all listed companies followed the
                                                               systems, including financial
code for regulatory compliance, but only a few
                                                           monitoring and control systems,
of them followed it for the improvement of
                                                                   have been put in place.”
company’s         governance         and      increased
profitability. Several       cases       of failure   of                HM Treasury, U.K.

Corporate Governance in the companies which
were publishing adherence to the Code in their
Annual reports are reported in media.




1
    [Online] www.newsweek.com/id/44191

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Relationship of Cost of Governance and Firm’s 2009
                                             Profitability

1.2 History

1.2.1 16th Century
The Merchant of Venice Act 1 Scene 1

Merchants feared for the safety of their ships:

         Who sets the direction of the journey?
         How to exercise control? Oversight?
         How to protect interests of owners?

1.2.2 17thCentury
The East India Company introduces a Court of Directors, separating ownership and
control (U.K., the Netherlands) to oversee the company’s management in India.

1.2.2.1 1720
In the UK, governance was enhanced with much regulation following the South Sea
Bubble in 1720 with the formation of the incorporated joint stock company (amongst
other things)

1.2.2.2 1776
Adam Smith in the “Wealth of Nations” warns of weak controls over and incentives for
management (U.K.)

1.2.3 1844
First Joint Stock Company Act (U.K.)

1.2.4 1931
Berle and Means publish their seminal work “The Modern Corporation and Private Property”
(U.S.)



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Relationship of Cost of Governance and Firm’s 2009
                                              Profitability
1.2.5 Early 1990s
                                                            “Corpora te Governance is a series of
First wave of corporate scandals in the U.K. (Polly Peck,
                                                                    stru ctu res and pro cesses for the
BCCI and Maxwell), followed by:                                     direction and control of a
                                                                    company.”
         Stagnation
         Privatization                                      Sir Adrian Cadbury

         Globalization
         Demographic pressures (pension bomb)

1.2.5.1 1992 -1997
First corporate governance codes in the U.K. (Cadbury), followed by, inter alia, S. Africa (King),
France (Viénot), the Netherlands (Peters) and finally the U.K. (Combined Code).



1.2.5.2 1999
                                                                 “In general, *…+ corporate
OECD Publishes first international benchmark, the
                                                                 governance structures and
OECD Principles of Corporate Governance                         practices should protect and
                                                               enhance accountability to, and
1.2.6 2002 -2004                                              ensure equal financial treatment
New wave of corporate scandals in the U.S. (Enron,                    of, shareholders.”
                                                                 The Council of Institutional
WorldCom) and E.U. (Ahold, Hollinger, Parmalat) lead
                                                                           Investors.
new corporate governance regulations (Sarbanes-
Oxley)

1.2.7 2004-2007
New rise in shareholder activism by pension funds, but likewise, hedge funds and private equity
exercise influence on corporate governance agenda




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Relationship of Cost of Governance and Firm’s 2009
                                                 Profitability

1.3 Corporate Governance Defined
OECD Principals of Corporate Governance defines it as following:

"Corporate governance is the system by which business corporations are directed and
controlled. The corporate governance structure specifies the distribution of rights and
responsibilities among different participants in the corporation, such as the board, managers,
shareholders and other stakeholders, and spells out the rules and procedures for making
decisions on corporate affairs. By doing this, it also provides the structure through which the
company objectives are set, and the means of attaining those objectives and monitoring
performance. “

Corporate Governance 2 is the

           System by which corporations are directed & controlled
           Structure that specifies the distribution of rights & responsibilities
           Among corporate participants, i.e. the board, managers and SHs
           Spells out the rules and procedures for decision-making
           Provides structure for setting and attaining company objectives, and monitoring
           company performance.

1.4 Pillars of Corporate Governance
Following are the four pillars3 of Corporate Governance

      1. Accountability
      2. Fairness
      3. Transparency
      4. Responsibility



2
    IFC, “Module 1-Introduction: Corpo rations and Corpora te Governance”. (Slide 20), 2009.
3
    IFC, “Module 1-Introduction: Corpo rations and Corpora te Governance”. (Slide 26), 2009.

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Relationship of Cost of Governance and Firm’s 2009
                                              Profitability
1.5 Compensation and Corporate Governance
The management and shareholders relationship can be understood from the perspective of
Principal-Agent Relationship. The economic theory 4 suggests that the appointment of agents
and compensation managements should be in the control of the Principal.

Major responsibility5 lies on the Directors for the compensation management for the executive
management. But who sets the compensation for the directors?? Generally it will be
understandable that directors have ownership stake in the firm, so they will try to focus on the
benefit of shareholders. Perhaps we should not let any one set of stakeholders 6 to decide the
compensation of executives which impacts all the stake holders. Considering shareholders are
the prime stake holders due to the reason that they will lose out most in case of total
bankruptcy due to claim after the bond holders of the firms.

Fred R. Kaen argued that to the extent that managerial compensation can be linked to indirect
variables like number of hours put in work, instead of financial variables like Pre Tax Profit, it
will reduce the opportunities to shirk by the management. Managers still prefer to use the
quantitative variables like return on equity or profit margins for compensation, as these
variables increase the stock price of the company which is beneficial for the share holders. Still
the problem persists, as how to differentiate between the variables which can be influencing
the managerial performance to those which are general business cycle and luck factors.

Generally this paradox of variable identification is relatively made easier through using
comparative or relative compensation schemes with respect to the industry. This way, firm can



4
  Aditya Parthasarathy, Krishnakumar Menon and Debashish Bhattacherjee, 2006. Executive Co mpensation, Firm
Performance and Corporate Governance: An Empirical Analysis . Indian Institute of Management Calcutta .
5
  Fred R. Kaen, 2003. “A Blu eprin t for Corpo rate Governance Strategy, Accountability, and the Preservation of
Shareholder Value”. Chapter 8- Corporate Governance and Managerial Compensation, pg 117. Published by
American Management Association.
6
  This topic is influenced by Fred R.Kaen, 2003 “A Blueprin t for Co rporate Governance Stra tegy, Accountability, and
the Preservation of Shareholder Value”. The views expressed are of the author and should not be counted as a
criticism or negation of the views of Fred. R. Kaen. Author is briefly reviewing his work on compensation
management in his book.

                                                                                                             Page | 5
Relationship of Cost of Governance and Firm’s 2009
                                                Profitability
identify if the management is really working for company better performance or is it only
market forces which are helping them in achieving the target performance.

Common compensation scheme in the world is i.e. a fixed base salary is paid to the executive
and further compensation is linked to the yearly performance in form of bonuses and
increments. A long term component is also used to keep the executives also tuned towards long
term profitability of the firm by giving them stock options or long term performance variables.
In Pakistan, the two component salary is more prevalent where management is given fixed base
salary and variable bonuses. Companies do try to include stocks in the compensation of the
management, but it is relatively an outdated version of ESOP in Pakistan, than prevalent in
European or American Firms. The analysis of the companies indicates that firms pay according
to two component plans.

The short term incentive plans linked to company performance i.e. bonus based upon Pre Tax
Profit values have multiple short comings like accounting manipulation to window dress the
results for higher bonuses, budgeting issues like depreciation calculations are manipulated for
increasing profit and potential gaming behavior.

The long term incentive plans like stock options comes with own set of problems. The recording
of stock options as expenses or otherwise creates a huge difference in the income treatments.
Firms tend to abusively manipulate the earnings when stock options are recorded as expenses.

EVA or Earned Value Analysis7 is a more popular but slightly technical way of calculating
managerial performance. It can be simply understood as the value added by the manager to the
firm over and above the cost of capital for the firm. Managers are paid bonuses if the EVA is
positive for the firm. It can be calculated by reducing the net income by the equity capital
financing charge as determined by calculating the cost of equity for the shareholders and
applied on the assets under the management control.



7
    EVA or Economic Value Added is a trade marked product of Stern Stewart & Company.

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Relationship of Cost of Governance and Firm’s 2009
                                           Profitability
The market and investors in Pakistan are not technically knowledgeable about the exercise
price determination impact on the option valuation and how these derivates can be adjusted to
suit the needs of the management, while being neutral and unbiased on the face value.

Thus, the market is focusing on the two tier compensation management which is easily
understandable by the stakeholders.




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Relationship of Cost of Governance and Firm’s 2009
                                                Profitability

2 Literature Review
This chapter provides an overview on the literature published on the Corporate Governance and
Firm’s Profitability. It also focuses on the specific relationships identified by researchers between
the compensation management and firm’s profitability.

Following 8 are some important statistics and facts regarding Corporate Governance

           “Corporate Governance streamlines business processes, leading to better operating
           performance and lower capital expenditures”. (Gompers, Ishii and Metrick, Corporate
           Governance and Equity Prices, August 2001).
           “Improves the company’s ROCE, with companies in the top cg quartile averaging 33%
           and those in the bottom 15% ROCE”. (Credit Lyonnais SA, 2001).
           “Better share price performance, higher profitability, larger dividend payouts, and lower
           risk levels than industry peers”. (Lawrence Brown, Georgia State University, Sept. 2003).
           “There appears to be a substantial and statistically significant correlation between an
           active, independent board and superior corporate governance performance”. (Mac
           Avoy /Millstein, The Recurrent Crisis in Corporate Governance, 2004).

Financial reforms during 1990s have influenced the pattern of capital structure, dividend policy,
risk premia, and compliances to corporate governance (Nishat, 1999). Rozina and Nishat show
that poorly governed firms (i.e., those with low Gov Scores) have lower operating performance,
lower valuations, and pay out less cash to their shareholders, while better-governed firms have
higher operating performance, higher valuations, and pay out more cash to their shareholders.

Anderson et al. (2004) show that the cost of debt is lower for larger boards, presumably
because creditors view these firms as having more effective monitors of their financial
accounting processes.




8
    IFC, “Module 1-Introduction: Corpo rations and Corpora te Governance”.

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Relationship of Cost of Governance and Firm’s 2009
                                              Profitability
Shleifer & Vishny (1997) defined Corporate Governance in terms of suppliers of funds 9 as
“Corporate Governance deals with the ways in which suppliers of finance to corporations assure
themselves of getting a return on their investment”.

They also raise the following questions in their research

         How do the suppliers of finance get managers to return some of the profits to them?
         How do they make sure that managers do not steal the capital they supply or invest it in
         bad projects?
         How do suppliers of finance control managers?

Jensen (1986) was of the view that managers reinvest the free cash flows rather returning it
back to the investors by using oil industry of 1980s. Oil Producers used free cash flows to
search for new unproven oil reserves instead of buying cheaper proven reserves, just to
maintain the exploratory activities to satisfy their empire building desires. The difference was
$16 per barrel additional cost of investors. The least costly10 of these costs to investors are
consumption of perquisites such as company airplanes (Burrough and Helyar, 1990).

For example, Victor Posner, a Miami financier, received in 1985 over $8 million in salary from
DWG; a public company he controlled, at the time the company was losing money (New York
Times, June 23, 1986).

Managers tend to pursue the projects which maximize their interest against those which will
maximize shareholders interest, Grossman and Hart (1988) described these benefits as the
private benefits of control.




9
   Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2
. June 1997.
10
    Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No.
2 . June 1997.

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Relationship of Cost of Governance and Firm’s 2009
                                              Profitability
The principal agent contract 11 between the shareholders and management of the firm is of
great importance. It also creates a lot of problem when issue of residual rights is considered.
Principal wants to retain all the residual rights for situations which are not fully explained by the
contract, but they cannot do so properly due to lack of insight and experience and thus end up
giving up these residual rights to the agent, who in turn uses them as per their own discretion,
thus violating the basic premise of principal-agent contract. Jensen and Meckling (1976) argued
that managers 12 will undertake inefficient projects instead of returning the free cash flow and
this will result in ex post inefficiency.

Walkling and Long (1984) proposed that managers tend to resist less to a value increasing
takeover if they have direct financial interest through share ownership o r golden parachutes, or
they will get to keep their jobs. DeAngelo and Rice (1983) and Jarrell and Poulsen (1988a)
suggest13     that public announcements of certain anti-takeover amendments to corporate
charters, such as super-majority provisions requiring more than 50 percent of the votes to
change corporate boards, reduce shareholder wealth. Ryngaert (1988) and Malatesta and
Walkling (1988) find that, for firms who have experienced challenges to management control,
the adoption of poison pills-which are devices to make takeovers extremely costly without
target management's consent-also reduce shareholder wealth. Comment and Schwert (1995),
however, question the event study evidence given the higher frequency of takeovers among
firms with poison pills in place.

Board of Directors only 14 changes a management when a severe performance disaster occurs
(Warner, Watts, and Wruck (1988)). Research on Japan and Germany by Kaplan (1994 a, b)
indicate that board of directors act passively unless in extreme situations a nd Mace (1971) and

11
   Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal   Of Finance. Vol. LII, No.
2 . June 1997.
12
   Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal   Of Finance. Vol. LII, No.
2 . June 1997.
13
   Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal   Of Finance. Vol. LII, No.
2 . June 1997.
14
   Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal   Of Finance. Vol. LII, No.
2 . June 1997.

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Relationship of Cost of Governance and Firm’s 2009
                                                 Profitability
Jensen (1993) are of view that as general rule corporate boards are influenced by management
in United States.

Roe (1994) found that large shareholding is relatively uncommon due to legal restriction on
high ownership in United States. However, the ownership is not completely diversified
(Eisenberg (1976), Demsetz (1983), Shleifer and Vishny (1986b)).

Manne (1965), Jensen (1988), Scharfstein (1988) suggest that takeovers address the
governance issues. Takeovers increase the combined value of both firms and create synergies
(Jensen and Ruback (1983)). It is also found out by Palepu (1985), Morck, Shleifer, and Vishny
(1988a, 1989) that takeover targets are often poorly performing firms.

Anderson, Bates, Bizjak and Lemmon (2000) suggest15 that structure of corporate governance is
sensitive to level of diversification. Diversified firms have higher fraction of outsiders on their
board, similar ownership by outside block holders and a similar sensitivity of managerial
turnover to performance relative to their single segment counterparts.

Kato and Long (2005) concluded from their research 16 on Chinese listed firms that

        (i)       Even if the firm is listed in Stock Exchanges, there is no significant and negative
                  link between CEO turnover and firm performance unless the listing is
                  accompanied by an ownership change from state to private
        (ii)      The presence of a large controlling shareholder makes CEO turnover more
                  sensitive to firm performance
        (iii)     The appointment of independent directors enhances turnover-performance
                  sensitivities;
        (iv)      CEO turnover-performance sensitivities are weaker for listed firms with CEOs who
                  also hold positions in the controlling shareholders

15
   Ronald C. Anderson, Thomas W. Bates, John M. Bizjak, Michael L. Lemmon, “Corpora te Governance and Firm
Diversification”, Financial Management, Vol. 29, No. 1 (Spring, 2000), pp. 5-22.
16
   Takao Kato and Cheryl Long, “CEO Turnover, Firm Perfo rman ce, and Corpo rate Governan ce in Chinese Listed
Firms”,March 2005.

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Relationship of Cost of Governance and Firm’s 2009
                                               Profitability
        (v)     Firm performance will improve significantly after the replacement of the CEO and
                the improvement will be greater for privately controlled firms than for state
                controlled firms.

Ishii and Metrick (GIM, 2003) find that stock returns of firms with strong shareholder rights
outperform, on a risk-adjusted basis, returns of firms with weak shareholder rights by 8.5
percent per year during this decade.

(Parthasarathy, Menon and Bhattacherjee, 2006) argue that none of the profitability measures
is significant determinant of total CEO pay. Firm Size is a significant variable for the
understanding of Total CEO Pay and the proportion of variable or incentive pays that a CEO
receives. CEOs who are owners or promoters of the firm receive higher compensation as
compared to peer CEOs in the industry as the incentive to work for the company is more these
CEOs.

(Kato and Long, 2005) Among other firm performance measures, it is found that sales growth is
linked to executive compensation in China’s listed firms and those Chinese executives are
penalized for making negative profit although they are neither penalized nor rewarded for
changes in profit in so far as it is positive.

David Dicks, 2009 argues that pay and governance are substitutes. If you increase the
governance, it will reduce the cost of compensation for the management or vice versa so that
management is focused on the shareholders’ wealth maximization either through higher
compensation or higher governance. The CEO compensation is increasing with the firm size
while the pay- performance sensitivity decreases in firm size. The cost of governance for
smaller firms is high, so it reduces the value of the firm. The optimal corporate governance
regulation is ignoring the small firms.

(Bebchuk, Fried and Walker, 2002)Executive Compensation is viewed as an arm’s length
bargaining by the Principal with the Agent, while in practice executives do have a substantial
influence on setting up their own compensation, thus seeking rent from the firm. Thus

                                                                                       Page | 12
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
compensation management is not the solution to the Principal Agent problem; rather it is a
problem in itself and aggravates the complexity of the relationship. It is concluded that
management influences the compensation management process for there own benefit.

Stephan Sapp, 2007 Concludes that family owned firms and firms with a controlling shareholder
pay their CEOs less. Weaker Boards or where CEO dominates the Board, the compensation paid
to the CEO is higher than deserved by him by industry norms. If the CEO is the chairman of the
board, it increases the executive compensation and if he has the shareholding of the company,
it reduces the compensation.

Christian and Walker, 2008 analyze the effect of committee formation on how corporate
boards perform two main functions: setting CEO pay and overseeing the financial reporting
process. The stock based incentive schemes induces the CEO to manipulate earning for the
extra compensation. If the compensation management is up to the Board, then they tend to
decide an insensitive compensation scheme to reduce the subsequent monitoring. The
formation of compensation committee also creates some problems as the burden of oversight
is borne by the audit committee for the compensation management.




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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability



3 Research methodology
This chapter details the methodology used for the research. The theoretical framework,
hypothesis and nature of study are detailed in this section.

3.1 Topic
The topic for research is

Relationship of Cost of Governance and Firm’s Profitability

(Cost of Governance is only related to the compensation paid to the CEO, Directors, Executives
and Total Compensation paid to the Firm. It do not include other costs of implementation of
governance, as values are taken from Annual Report which do not detail such private
information for the firm)

3.2 Aim of Study
The aim of study is to find out the relationship between the efforts done by a firm to improve
its corporate governance and its impact on profitability. By linking the salaries of the executive
team and directors to the performance of the firm, it can be identified if such link is strictly
followed by the companies or not.

3.3 Hypothesis
H1- Compensation for Governance is related to the Firms’ Performance

The hypothesis will focus on identifying the relationship between the variables given below.
The significance of the results will be depicted through regression analysis. The objective is to
find out a significant relationship between the two sets of variables.

H2- Different Industries follow different performance variables for compensation

The hypothesis will focus on identifying the differences in the compensation paid to different
stakeholders in the governance mechanism across different industries. The objective is to

                                                                                         Page | 14
Relationship of Cost of Governance and Firm’s 2009
                                               Profitability
determine that companies adjust the compensation management to suit their business needs
and cycles.

3.4 Research Design & Methodology

3.4.1 Analytical
The research is analytical as secondary data of company’s performance from their annual
financial statements will be used along with other sources to identify critical trends and
evaluate them for statistical significance.

3.4.2 Fundamental
It is a fundamental research as solution to a particular problem is not searched. A general
understanding of the corporate governance relationship with the firm’s performance is the
basic purpose of the research.

3.4.3 Qualitative and Quantitative
It is a mix of qualitative and quantitative research, as corporate governance val ues are to be
developed by the researched. The theoretical analysis of the phenomenon governing corporate
governance in a firm is done through the qualitative research. The statistical significance for the
phenomenon is calculated through quantitative research.

3.4.4 Empirical
The research study is empirical in nature. It is based on observations from the real life
companies and will be analyzed through statistical measures to confirm or reject the
hypothesis, which are representatives of theoretical analysis.

3.4.5 Deductive
This study is deductive in nature. Theoretical background is formed through the literature
review, which results in hypothesis building. Data is collected for the testing of hypothesis and
results are discussed to confirm or reject the hypothesis.

3.4.6 Co-relational Study
The study is co-relational as correlation between corporate governance and firm performance
is checked.

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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
3.4.7 Non Contrived & Minimal Interference
The study is non- contrived as the interference of the researcher is minimum. This is due to the
fact that performance data of firms is already published and past data is used to analyze the
relationship between corporate governance and firm’s performance.

3.4.8 Unit of Analysis
The unit of analysis is group. Group of companies are analyzed collectively after their results are
obtained from statistical tests.

3.4.9 Cross sectional Time Horizon
The data is collected for the selected sample companies once in the start, and then this data is
used for hypothesis testing and analysis.

3.5 Sampling Tools

3.5.1 Sample
The sample is taken from listed companies at Karachi Stock Exchange. Priority is given to 100
Companies in the KSE 100 Index as of 1 st July 2009. Yearly Annual Reports of the companies are
used for data collection.

The companies included in the research according to industries are as following

                        Industry                      Company
                1    Insurance          Adamjee Insurance
                2    Insurance          EFU life Insurance limited
                3    Banks              Allied Bank Limited
                4    Banks              Askari Bank Limited
                5    Banks              Bank Alfalah Limited
                6    Banks              Bank Alhabib Limited
                7    Banks              Bank of Punjab Limited
                8    Cement             Best Way Cement
                9    Cement             DG Cement
               10    Cement             Fauji Cement
               11    Cement             Lucky Cement


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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability

              12      Fertilizer       Fauji Fertilizer Company Limited
              13      Chemicals        ICI Pakistan Limited
              14      Automobiles      Indus Motors Company Limited
              15      Automobiles      Atlas Honda Company Limited
              16      FMCG             Nestle Pakistan Limited
              17      Oil and Gas      OGDCL
              18      Oil and Gas      SNGPL
              19      Oil and Gas      Pakistan OilFields
              20      Engineering      Pak Elektron Limited
              21      Engineering      Siemens Engineering Limited
              22      Tobbacco         Pakistan Tobacco



3.5.2 Time Duration
The time duration is 2004-2007 which makes a time period of four years.

3.5.3 Sources of Data
The secondary source of data is Companies Annual reports for financial performance and CG
variables. Stock prices data is taken from KSE website and Business Recorder website.

3.6 Variables Identified

3.6.1 Firm Performance Variables
The variables are grouped together in two categories

   1. Compensation for Governance
           a. Managerial Compensation
           b. Director’s Fee
           c. Allowances and Perquisites
           d. Total Compensation for the year
   2. Firm’s Performance
           a. Sales
           b. Assets
           c. Operating Cash Flow

                                                                                        Page | 17
Relationship of Cost of Governance and Firm’s 2009
                                             Profitability
           d. Pre Tax Profit
           e. Selling and Administrative Expenses
           f. Profit Margin
           g. Return on Assets

3.7 Methods used to test the relationship between variables
Using Pearson and Spearman correlations for governance score and firms profitability.

3.7.1 Spearman Correlation
In principle, ρ is simply a special case of the Pearson product-moment coefficient in which two
sets of data Xi and Yi are converted to rankings x i and yi before calculating the coefficient. In
practice, however, a simpler procedure is normally used to calculate ρ. The raw scores are
converted to ranks, and the differences di between the ranks of each observation on the two
variables are calculated.

If there are no tied ranks, then ρ is given by:




where:

di = xi − yi = the difference between the ranks of corresponding values Xi and Yi, and

n = the number of values in each data set (same for both sets).

3.7.2 Pearson Correlation
The statistic is defined as the sum of the products of the standard scores of the two measures
divided by the degrees of freedom. Based on a sample of paired data (Xi, Yi), the sample
Pearson correlation coefficient can be calculated as




                                                                                         Page | 18
Relationship of Cost of Governance and Firm’s 2009
                                             Profitability
where




are the standard score, sample mean, and sample standard deviation (calculated using n − 1 in
the denominator).




1. Regression analysis for variables relationship.

3.7.3 Regression Equation
The regression equation deals with the following variables:

   The unknown parameters denoted as β; this may be a scalar or a vector of length k.
   The independent variables X.
   The dependent variable, Y.

Regression equation is a function of variables X and β.




The user of regression analysis must make an intelligent guess about this function.




2. T- Test for significance of variables used for the model

3.7.4 Independent one-sample t-test
In testing the null hypothesis that the populations mean is equal to a specified value μ0, one
uses the statistic




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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
where s is the sample standard deviation of the sample and n is the sample size. The deg rees of
freedom used in this test is n − 1.

3.7.4.1 Slope of a regression line
Suppose one is fitting the model




where xi, i = 1, ..., n are known, α and β are unknown, and εi are independent normally
distributed random errors with expected value 0 and unknown variance σ2, and Yi, i = 1, ..., n
are observed. It is desired to test the null hypothesis that the slope β is equal to some specified
value β0 (often taken to be 0, in which case the hypothesis is that x and y are unrelated).

3.8 Data Analysis

3.8.1   Software
The software used is MS Excel for data analysis, MS Word for Report and MS Power Point for
Presentations.




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Relationship of Cost of Governance and Firm’s 2009
                                         Profitability


3.9 Framework

                      Cost of Corporate Governance and Firm’s Performance


     Cost of Governance                Literature Review                    Firm’s Performance


    Managerial                                                              Sales
    Compensation                    Statistical Methodologies               Assets
    Allowances and                                                          Operating Cash Flow
    Perquisites                       Correlations                          Pre Tax Profit
    Directors’ Fee                    Regression Analysis                   Selling and
    Total Compensation for            T-tests                               Administrative Expenses
    the year                          F-test                                Profit as percentage of
                                      R square significance for             Sales
                                      Correlations                          Return on Assets



                                     Data for the Variables

                                      Annual Reports of the
                                      Firms
                                      KSE website



                                     Analysis and Results




                                          Conclusion




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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability



4 Analysis
The analysis is done with respect to each hypothesis. The results are discussed with reference to
the data used and conclusions are summarized. The analysis focuses on the data sets and
summary values from the MS Excel for the respective analysis.

4.1 CEO Compensation
The industry wide CEO compensation and breakup into base salary and variable bonuses is
shown in Figure I- CEO Compensation. The base salary and bonuses variates in the different
ranges across different industries and companies. The highest bonus based compensation is
paid to CEO of Bank of Punjab. We can also observe that compensation to CEO within industries
is different across the companies.

                                     Figure I CEO Compensation




4.2 Directors Compensation
The director’s compensation is shown in Figure II, where the break up of compensation is
shown for Director’s Fee, Allowances and Perquisites and Managerial Compensation. Across the

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Relationship of Cost of Governance and Firm’s 2009
                                           Profitability
board, the Director’s Fee forms the lower portion of the compensation while allowances are an
indirect way of compensating the Director’s for their governance, forming major part of the
compensation.

                               Figure II Director’s Compensation




4.3 Executives Compensation
The Executive Compensation breakup is given in Figure III. Managerial Remuneration and
Allowances form equal parts of the compensation across the sample companies. Lucky Cement
pays highest allowances and perquisites to its executives. The large percentage of
compensation other than base salary indicates that variable compensation is used as a major
governance tool by the companies.




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Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
                                Figure III Executive Compensation




4.4 Total Compensation
The total compensation trend in the sample of companies is shown in Figure IV. The log of
values is taken so that the variation across the companies can be standardized and easy for
analysis. The highest compensation is paid by Fauji Fertilizer Company.

                        Figure IV Total Compensation Paid by the Company




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Relationship of Cost of Governance and Firm’s 2009
                                                 Profitability

     5 H1 Compensation for Governance is related to the Firms’
         Performance
     The data of 22 companies in the 10 industries, was used to calculate the correlations among the
     CEO Compensation, Directors Compensation, Executive Compensation and Total Compensation
     of the firm with the Sales, Assets, Pre Tax Profit, Operating Cash Flows, Selling and
     Administrative Expenses, Profit and percentage of Sales and Return on Assets. The Correlation
     results in the Table V indicate many different facts which are explained as below.

                              Figure V Sample Summarized Correlation Values

                        Chief Executive                Directors                        Executives
                      MR      A&P     Total    Fee     MR     A&P        Total   MR        A&P       Total     Total
      Sales           0.57     0.54   0.63     0.03    0.20    0.18       0.20   0.53       0.20     0.51      0.54
     Assets           0.57    -0.05   0.54    -0.06    0.04   -0.07       0.01   0.81      -0.09     0.66      0.67
 Pre Tax Profit       0.55     0.21   0.56     0.18    0.26    0.08       0.22   0.75       0.04     0.65      0.67
Operating Cash        0.70    -0.02   0.66     0.02    0.00   -0.06      -0.01   0.83       0.05     0.72      0.73
      flow
 S&A Expenses         0.54     0.23   0.55     0.12   -0.01    -0.04     -0.02    0.59      0.38      0.62      0.63
  Profit Margin       0.19    -0.08   0.17    -0.07    0.39     0.21      0.35    0.42     -0.09      0.33      0.34
Return on Assets      0.08    -0.04   0.07    -0.04    0.57     0.67      0.62   -0.06     -0.04     -0.06     -0.03
                                                              Log Data
      Sales           0.28    0.39    0.34     0.13    0.10     0.09     0.10    0.31      0.19      0.32      0.33
     Assets           0.38    0.27    0.41     0.07    0.11     0.02     0.10    0.55      0.07      0.48      0.49
 Pre Tax Profit       0.38    0.32    0.42     0.13    0.35     0.24     0.33    0.49      0.13      0.46      0.48
Operating Cash        0.37    0.28    0.40     0.20    0.05    -0.01     0.04    0.67      0.37      0.68      0.67
      flow
 S & A Expenses       0.54     0.23   0.55     0.12   -0.01   -0.04      -0.02   0.59       0.38     0.62      0.63
  Profit Margin       0.13    -0.05   0.12     0.00    0.31    0.20       0.29   0.24      -0.03     0.19      0.20
Return on Assets      0.06     0.09   0.08     0.09    0.35    0.33       0.36   0.03       0.12     0.06      0.08


     The MR of CEO was correlated highest (0.70) to the Operating Cash Flows, followed by Sales
     (0.57), Assets (0.57) and Pre Tax Profit 90.55). It has slightly positive correlation with Profit
     Margin (0.19) and Return on Assets (0.08). On the contrary, the CEO Allowance and Perquisites
     were correlated highest to Sales (0.54) and it was slightly negatively correlated to Operating


                                                                                                   Page | 25
Relationship of Cost of Governance and Firm’s 2009
                                             Profitability
Cash Flows (-0.02). It indicates that the basic salary of the CEO is dependant upon the Operating
Cash flows of the firm and they get performance bonus and variable compensation based upon
on the increase in sales. Similarly the total compensation the CEO is highly correlated to Sales
and Operating cash flows due to the breakup of the compensation paid to CEO.

The Director Fee is positively correlated to Pre Tax Profit (0.18) while the MR is highly
correlated to Return to Assets (0.57). Similarly A&P of Directors is also highly correlated to
Return on Assets (0.67). These correlations identify that Directors are the guardians of the
firms’ equity as well as liabilities as the best Corporate Governance advocates and as the return
on assets is increased, they are able to generate more value for the shareholders. Thus their
compensation is highly based on return on assets.

The Executives Compensation, similar to CEO, is highly correlated to Operating Cash Flow
(0.83), followed by Pre Tax Profit (0.75). The A&P of Executives are highly correlated to S&A
Expenses, which indicate the firms try to park the extra compensation for executives through
the S&A Accounts for tax purposes.

The Total Compensation is positively correlated to almost all the variables but it is highest with
Operating Cash Flows (0.73) followed by Pre Tax Profit and Assets (0.67). Thus, Operating Cash
flow forms one of the major indicators of the performance of the management of the firm.

To avoid the statistical errors in the correlations due to the magnitude of the values of
performance variables of the firm, log of the values is taken to minimize the error and identify
the correlations. It reduces the correlation value and removes the fluctuation impact of the
variable values. We can see from the Figure V, which the differences in correlations between
different variables are magnified and now ranking for the relationships among the variables can
be easily identified.

The CEO compensation is highly correlated to Pre tax Profit (0.42), closely followed by Assets
(0.41). It is marked difference from the earlier results of data without log values where the
compensation was highly correlated to Operating Cash Flow instead. The Directors

                                                                                         Page | 26
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
Compensation is showing similar results that it is highly correlated to Return on Assets (0.33).
The Executive Compensation also shows same results where it is highest correlated to
Operating Cash Flow (0.68). The Total Compensation of the firm is highly correlated to
Operating Cash Flows (0.63).

Thus, the log of values of data helps us to identify the correlations more clearly and without
error caused due to the fluctuations in the high values of the variables.

5.1 Regression of Variables and Results
In all the regression analysis, the X axis variables are the Company Performance Variables and Y
axis variable are the Compensation Variables. All these regressions are run on the Total
Compensation in each category i.e. CEO, Directors and Executives and the Total Compensation
of the firm. The summary results are given below, for detailed tables see Appendix-Regression
Analysis. Table 1 summarizes the Regression statistics.

The Significant values of F are greater than 2.5, for T-stat significant values are above 1.64 and
for p value, the significant values are below 0.05 for 95 percent confidence. The closer the value
of R Square to 1, the higher is the significance of the correlation between the variables.

We can identify from the Table 1 results that CEO Compensation indicate that it has significant
model and variable relationship for Sales, Assets, Pre Tax Profit, Operating Cash Flows, S&A
Expenses , except for Profit as Percentage of Sales.

Directors Compensation is only significant with respect to model and variables for Pre Tax Profit
and Profit as Percentage of Sales.

The Executive Compensation and Total Compensation variables are significant for all
independent variables of performance i.e. Sales, Assets, Pre Tax Profit, Operating Cash Flows,
S&A Expenses and Profit as percentage of Sales.




                                                                                             Page | 27
Relationship of Cost of Governance and Firm’s 2009
                                   Profitability


                  Table 1 Regression Summary Table
Variables                       R Square    F          T Stat      P value
                   Chief Executive Officer Compensation
Sales                            0.396569 56.51844 7.517875         4.94E-11
Assets                           0.286792   34.58193    5.880641    7.61E-08
Pre Tax Profit                   0.309645   38.57367    6.210771    1.81E-08
Operating Cash Flows             0.439192   67.35012    8.206712    2.02E-12
S&A Expenses                      0.303797 37.52721     2.62E-08   0.005199
Profit as Percentage of Sales     0.027863 2.464864     1.569989    0.12009
                           Directors Compensation
Sales                             0.041923 3.763182     1.939892    0.05567
Assets                            0.000152 0.013065     0.114301   0.909265
Pre Tax Profit                    0.049525 4.481054      2.11685   0.037161
Operating Cash Flows             0.000179   0.015436    -0.12424   0.901413
S&A Expenses                     0.000347    0.02985    -0.17277   0.863237
Profit as Percentage of Sales    0.125451   12.33639     3.51232    0.00071
                          Executives Compensation
Sales                             0.255658 29.53829     5.434914    5.04E-07
Assets                            0.435243 66.27786     8.141122    2.74E-12
Pre Tax Profit                   0.421182   62.57869    7.910669    8.02E-12
Operating Cash Flows             0.515056   91.34004    9.557198    3.61E-15
S&A Expenses                     0.378379   52.34793    7.235187    1.81E-10
Profit as Percentage of Sales     0.110577 10.69188     3.269844   0.001549
                             Total Compensation
Sales                             0.289336 35.01365     5.917233     6.5E-08
Assets                           0.446537   69.38538    8.329789    1.14E-12
Pre Tax Profit                   0.445395   69.06531    8.310554    1.24E-12
Operating Cash Flows             0.537065   99.77104    9.988545     4.8E-16
S&A Expenses                     0.392416   55.54426    7.452802   6.67E-11
Profit as Percentage of Sales    0.115845   11.26803    3.356788   0.001176




                                                                             Page | 28
Relationship of Cost of Governance and Firm’s 2009
                                             Profitability


6 H2 Different Industries follow different performance variables
  for compensation
6.1 Industry Wise Correlation Analysis
The Industry Wise Correlation Analysis of relationships among cost of governance and firms’
profitability is done on the basis of results in the Figure XXX.

This table indicates that the industries follow different compensation policies in different
industries. Insurance Industry pays the CEO highest on Asset increase (0.97) and Sales (0.95),
while the Banking Industry pay the CEO on Sales (0.76) i.e. the Net Interest Income generated
by the bank. Cement Industry pays the CEO on Profit Margin (0.76), as this industry is
dependant upon the profit margin in the cost of goods sold and sale price. Fertilizer Industry
pays the CEO on the basis of Sales (0.73), while Chemicals industry pays on the basis of Assets
Increase (0.99). Automobile Industry pays the CEO on the basis of Operating Cash Flows
generated for the firm. FMCG Industry pays the CEO as per Pre Tax Profit (0.73). The Oil and
Gas Industry pays the CEO on the basis of gross revenue generated for the firm (0.49). The
Engineering industry pays on the basis of Pre Tax Profit (0.87).

The Director Compensation depicts the same fact that all companies compensate the directors
as per industry and business nature. Insurance industry pays the directors according to
Operating Cash Flows (0.54). The director fee is related to Pre Tax Profit (0.91) but other
compensation is paid with respect to operating cash flows. The banking industry pays the
directors with respect to Profit Margin (0.75), while Cement Industry pays the directors
according to Return on Assets (0.77). Chemical Industry pays the directors as per Sales increase
(0.96). Automobile industry pays the directors according to the Pre Tax Profit (0.61).Oil and Gas
Industry pays according to Sales (0.52) while engineering Industry pays according to Pre Tax
Profit (0.85).




                                                                                        Page | 29
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
The Insurance, Banking and Cement Industries pay the executives according to Assets (0.98),
(0.93) and (0.60) respectively. The Fertilizer Industry pays according to Return on Assets (0.93)
and the Chemicals Industry pays according to Pre Tax Profit (0.86). The Automobile Industry
pays with respect to Profit Margin (0.47). The FMCG Industry pays according to the Sales (0.99)
as generated by executives of the firm. Oil and Gas Industry pays according to Profit Margin
(0.33) and Engineering Industry pays as per Pre Tax Profit (0.97).

The Total Compensation by the Insurance Industry, Chemicals Industry and Banking Industry as
cost of governance according to the Assets increase of the firm (0.98), (1.00) and (0.91)
respectively. The cement industry cost of compensation is dependant upon the Profit Margin
(0.55). The Fertilizer industry pays according to the Return on Assets (0.93). The Automobiles
Industry pays according to the Pre Tax Profit (0.49). The FMCG Industry pays according to the
Sales (1.00) while Oil and Gas Industry pays according to Profit Margin (0.33). The Engineering
Industry pays according to the Pre Tax Profit (0.96).

This analysis indicates that the industries which has a manufacturing concern pays the costs of
governance according to the margin based variables i.e. pre tax profit or Profit Margin. These
industries include the following

1.     Cement Industry
2.     Fertilizer Industry
3.     Oil and Gas Industry
4.     Engineering Industry
5.     Automobile Industry

While the industries which have a service sector background or the manufacturing process is
shorter than one year use Sales or Assets increase as compensation policy. These industries
include the following

1. Insurance Industry
2. Banking Industry

                                                                                        Page | 30
Relationship of Cost of Governance and Firm’s 2009
                                           Profitability
3. FMCG Industry
4. Chemicals Industry




                                                       Page | 31
Relationship of Cost of Governance and Firm’s 2009
                                                   Profitability
                                 Figure VI Industry Wise Correlation Summary

Industry     Variable        Chief Executive                         Directors                     Executives           Total

                            MR       A&P       Total     Fee     MR         A&P     Total   MR         A&P      Total     Total
Insur ance     Sales     0.95       0.94       0.95    0.55    0.22       0.22    0.30      0.94     0.95       0.95     0.95
Insur ance    Assets     0.96       0.97       0.97    0.77    0.12       0.12    0.24      0.99     0.96       0.98     0.98
Insur ance    Pre Tax    0.90       0.93       0.92    0.91    -0.15      -0.15   -0.01     0.95     0.91       0.94     0.94
               Profit
Insur ance   Operating   0.47       0.40       0.45    -0.21   0.56       0.56    0.54      0.39     0.44       0.41     0.42
             Cash flow
Insur ance      S&A      0.49       0.41       0.46    -0.25   0.48       0.48    0.45      0.39     0.45       0.42     0.42
             Expenses
Insur ance     Profit    -0.63     -0.60       -0.63   -0.28   -0.30      -0.30   -0.35       -      -0.61      -0.62    -0.62
              Margin                                                                        0.61
Insur ance   Return on   0.89       0.88       0.90    0.78    -0.31      -0.31   -0.20     0.90     0.85       0.89     0.88
              Assets


  Bank         Sales     0.76      -0.25       0.76    -0.15   0.08       -0.19   0.08      0.66     -0.26      0.66     0.68
  Bank        Assets     0.55      -0.45       0.55    -0.28   0.36       -0.35   0.36      0.93     -0.48      0.93     0.91
  Bank        Pre Tax    0.53       0.41       0.57    -0.38   0.40       0.31    0.39      0.25     0.22       0.25     0.45
               Profit
  Bank       Operating   0.71      -0.34       0.71    -0.21   0.18       -0.27   0.18      0.88     -0.36      0.88     0.88
             Cash flow
  Bank          S&A      0.74      -0.29       0.74    -0.18   0.06       -0.22   0.06      0.65     -0.30      0.65     0.67
             Expenses
  Bank         Profit    0.08      -0.31       0.08    -0.19   0.75       -0.24   0.75      0.51     -0.33      0.51     0.48
              Margin
  Bank       Return on   -0.22      0.35       -0.22   -0.11   0.24       0.12    0.24        -      0.02       -0.35    -0.34
              Assets                                                                        0.35


Cement         Sales     -0.14      0.94       -0.06   -0.32   -0.31      -0.26   -0.31     0.37     0.60       0.49     0.13
Cement        Assets     -0.16      0.99       -0.06   -0.33   -0.32      -0.27   -0.32     0.46     0.71       0.60     0.18
Cement        Pre Tax    0.53       0.41       0.57    -0.38   0.40       0.31    0.39      0.25     0.22       0.25     0.45
               Profit
Cement       Operating   -0.10      0.74       -0.03   -0.26   -0.25      -0.21   -0.25     0.10     0.24       0.17     -0.03
             Cash flow
Cement          S&A      0.42      -0.17       0.40    0.58    0.42       0.32    0.41      0.11     -0.06      0.04     0.30
             Expenses
Cement         Profit    0.76      -0.22       0.75    -0.22   0.74       0.66    0.76      0.14     -0.04      0.06     0.55
              Margin
Cement       Return on   0.75      -0.22       0.73    -0.21   0.72       0.78    0.77      0.10     -0.06      0.03     0.54
              Assets


Fertilizer     Sales     0.94       0.51       0.73    -0.35     -          -     -0.35     0.87     0.85       0.86     0.86


                                                                                                        Page | 32
Relationship of Cost of Governance and Firm’s 2009
                                                    Profitability
  Industry    Variable        Chief Executive                        Directors                   Executives           Total

 Fertilizer    Assets     0.51      -0.34       -0.03   -0.76    -          -     -0.76   0.76     0.79       0.78     0.78
 Fertilizer    Pre Tax    0.69      -0.13       0.19    -0.69    -          -     -0.69   0.88     0.90       0.89     0.89
                Profit
 Fertilizer   Operating   -0.71     -0.83       -0.86   -0.03    -          -     -0.03     -      -0.39      -0.42    -0.42
              Cash flow                                                                   0.44
 Fertilizer      S&A      0.82       0.46       0.65    -0.46    -          -     -0.46   0.73     0.71       0.72     0.72
              Expenses
 Fertilizer     Profit    -0.76     -0.87       -0.91   -0.09    -          -     -0.09     -      -0.45      -0.47    -0.47
               Margin                                                                     0.50
 Fertilizer   Return on   0.80       0.04       0.35    -0.62    -          -     -0.62   0.93     0.94       0.93     0.93
               Assets


 Chemicals      Sales     0.87       0.84       0.87      -     0.98      0.87    0.96    0.36     0.96       0.71     0.78
 Chemicals     Assets     0.99       0.99       0.99      -     0.88      0.99    0.93    0.85     0.93       0.99     1.00
 Chemicals     Pre Tax    0.95       0.96       0.95      -     0.79      0.95    0.86    0.92     0.86       1.00     0.99
                Profit
 Chemicals    Operating   0.98       1.00       0.98      -     0.87      0.98    0.92    0.81     0.92       0.97     0.98
              Cash flow
 Chemicals       S&A      0.98       0.96       0.98      -     0.98      0.98    1.00    0.63     1.00       0.89     0.94
              Expenses
 Chemicals      Profit    0.89       0.90       0.89      -     0.67      0.89    0.76    0.97     0.76       0.98     0.95
               Margin
 Chemicals    Return on   0.92       0.92       0.92      -     0.72      0.92    0.80    0.95     0.80       0.99     0.97
               Assets


Automobiles     Sales     -0.18       -         -0.18     -     0.17      -0.35   -0.07     -      -0.27      -0.26    -0.23
                                                                                          0.21
Automobiles    Assets     0.33        -         0.33      -     0.72      0.00    0.49    0.35     0.17       0.32     0.37
Automobiles    Pre Tax    0.45        -         0.45      -     0.83      0.09    0.61    0.45     0.27       0.44     0.49
                Profit
Automobiles   Operating   0.52        -         0.52      -     0.45      0.52    0.57    0.19     0.59       0.38     0.45
              Cash flow
Automobiles      S&A      0.41        -         0.41      -     0.74      0.05    0.52    0.54     0.19       0.47     0.50
              Expenses
Automobiles     Profit    0.43        -         0.43      -     0.54      0.26    0.50    0.44     0.35       0.47     0.49
               Margin
Automobiles   Return on   0.38        -         0.38      -     0.76      0.02    0.52    0.38     0.19       0.36     0.41
               Assets


   FMCG         Sales     0.67       0.71       0.70      -      -          -       -     0.99     0.99       0.99     0.99
   FMCG        Assets     0.51       0.62       0.60      -      -          -       -     0.95     0.96       0.96     0.96
   FMCG        Pre Tax    0.73       0.74       0.74      -      -          -       -     0.98     0.98       0.98     0.98
                Profit
   FMCG       Operating   0.05      -0.04       -0.02     -      -          -       -     0.57     0.45       0.52     0.52


                                                                                                      Page | 33
Relationship of Cost of Governance and Firm’s 2009
                                                    Profitability
              Cash flow
 Industry     Variable        Chief Executive                         Directors                   Executives           Total

  FMCG           S&A      0.69       0.74       0.73      -       -          -       -     0.99     1.00       1.00     1.00
              Expenses
  FMCG          Profit    -0.26     -0.37       -0.35     -       -          -       -       -      -0.87      -0.90    -0.89
               Margin                                                                      0.91
  FMCG        Return on   0.06      -0.12       -0.08     -       -          -       -       -      -0.60      -0.62    -0.61
               Assets                                                                      0.63


Oil and Gas     Sales     0.56       0.03       0.49    0.52      -          -     0.52      -      -0.51      -0.59    -0.59
                                                                                           0.53
Oil and Gas    Assets     -0.29      0.81       0.11    0.24      -          -     0.24      -      0.35       0.09     0.09
                                                                                           0.48
Oil and Gas    Pre Tax    -0.37      0.80       0.03    0.04      -          -     0.04      -      0.34       0.12     0.13
                Profit                                                                     0.38
Oil and Gas   Operating   -0.51      0.72       -0.12   0.05      -          -     0.05      -      0.36       0.13     0.13
              Cash flow                                                                    0.40
Oil and Gas      S&A      0.59      -0.70       0.20    0.14      -          -     0.14    0.13     -0.60      -0.42    -0.42
              Expenses
Oil and Gas     Profit    -0.60      0.71       -0.20   0.01      -          -     0.01      -      0.55       0.33     0.33
               Margin                                                                      0.26
Oil and Gas   Return on   -0.46      0.76       -0.06   0.01      -          -     0.01      -      0.41       0.19     0.19
               Assets                                                                      0.35


Engineering     Sales     0.70       0.69       0.69    0.59    0.62       0.85    0.69    0.95     0.96       0.95     0.90
Engineering    Assets     0.75       0.80       0.78    0.73    0.73       0.92    0.79    0.84     0.79       0.84     0.84
Engineering    Pre Tax    0.87       0.85       0.86    0.78    0.82       0.91    0.85    0.97     0.99       0.97     0.96
                Profit
Engineering   Operating   -0.61     -0.63       -0.62   -0.72   -0.69      -0.37   -0.62     -      -0.16      -0.18    -0.30
              Cash flow                                                                    0.18
Engineering      S&A      0.96       0.94       0.95    0.92    0.94       0.91    0.95    0.92     0.94       0.92     0.95
              Expenses
Engineering     Profit    -0.19     -0.18       -0.18   -0.04   -0.09      -0.47   -0.18     -      -0.64      -0.63    -0.52
               Margin                                                                      0.63
Engineering   Return on   -0.32     -0.39       -0.36   -0.34   -0.32      -0.54   -0.38     -      -0.33      -0.40    -0.40
               Assets                                                                      0.41


 Tobacco        Sales     -0.66       -         -0.66     -     -0.25      -0.52   -0.44     -      -0.44      -0.30    -0.36
                                                                                           0.22
 Tobacco       Assets     -0.88       -         -0.88     -     -0.14      -0.71   -0.48     -      -0.48      -0.38    -0.45
                                                                                           0.32
 Tobacco       Pre Tax    -0.68       -         -0.68     -     -0.21      -0.51   -0.41     -      -0.41      -0.27    -0.34
                Profit                                                                     0.19
 Tobacco      Operating   -0.94       -         -0.94     -     0.08       -0.71   -0.35     -      -0.35      -0.29    -0.36
              Cash flow                                                                    0.25
 Tobacco         S&A      -0.64       -         -0.64     -     -0.17      -0.46   -0.36     -      -0.36      -0.21    -0.28

                                                                                                       Page | 34
Relationship of Cost of Governance and Firm’s 2009
                                                 Profitability
           Expenses                                                               0.13
Industry   Variable        Chief Executive                   Directors                   Executives           Total

Tobacco      Profit    -0.57       -         -0.57   -   -0.08    -0.35   -0.24     -      -0.24      -0.09    -0.16
            Margin                                                                0.01
Tobacco    Return on   -0.59       -         -0.59   -   -0.20    -0.42   -0.35     -      -0.35      -0.20    -0.26
            Assets                                                                0.12




                                                                                              Page | 35
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability

7   Conclusion
The findings from this research are focused on the cost of corporate governance (compensation
for governance) and the result of such costs in generating profit for firm, which is judged
through Firm’s Performance. The expectation was to find a significant relationship between
these two variables and identify the significant relationship among the cost of compensation
and firm’s performance variables. Both the hypothesis are accepted and null hypothesis i.e. no
significant relationship exists between cost of governance and firm’s profitability and different
industries pays differently and according to their own business cycles.

Every industry pays according to its own background and business nature. The relationship
between firms’ profitability and cost of compensation is highly significant and it proves that
firms pay according to the profitability of the organization. Thus, each stakeholder in the
compensation mechanism will be focusing on the ultimate goal of maximizing shareholders
value by increasing the profitability on year on year basis.

The compensation of CEO, Directors’, Executives and Total Compensation varies across the
industry and the relationship among the variables also differs. Executive compensation largely
consists of variable salary component i.e. bonuses and perquisites indicating the role of variable
compensation in governance mechanisms.

The basic salary of CEO is dependant upon operating cash flows and the variable compens ation
is dependant upon sales primarily. The compensation of Directors is highly correlated to Assets
which is indicates their guardianship towards the total assets i.e. liability claims as well as
equity claims.

CEO compensation relationships with Sales, Assets, Pre Tax Profit, Operating Cash Flows, S&A
Expenses are significant but not with Profit Margin and Return on Assets. Directors’
Compensation relationship with Sales, Assets, S&A Expenses and Operating Cash Flows is
insignificant but it is significant with Pre Tax Profit, Profit Margin and Return on Assets.



                                                                                         Page | 36
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability
Executives Compensation and Total Compensation of the firm has significant relationship with
all performance variables.

The Industry based correlation analysis indicates that every industry follows its own norms of
business for compensation management. It also indicates that service sector industries pay
according to Sales and turnover performance variables while manufacturing based industries
compensate on the margin based performance variables.

This research identifies significant relationships between compensation variables and company
performance and paves way for further research in this regard in the corporate governance
arena of Pakistan.




                                                                                     Page | 37
Relationship of Cost of Governance and Firm’s 2009
                                            Profitability



8 Limitations
The limitations of the research are as following

       The topic, itself is qualitative. Corporate Governance cannot be fairly analyzed through
       companies’ annual reports or secondary data. Thus, the scores associated with CG
       variables are up to the researcher, and may include a bias towards better ope rating
       companies as judged by the researcher.
       The sample size (less than 100 companies) and time period (5 years) will not capture all
       the aspects of business cycle for many firms as well as it may not reflect true practices
       of corporate governance keeping in view the infant stage of CG in Pakistan.
       The study only focuses on the basic relationship of compensation with firm’s
       performance. Further In-depth analysis of board structure impact on compensation, role
       of CEO in compensation, role of committees in compensation management and areas
       related to compensation need to be analyzed for fine details of the relationships among
       the variables.




                                                                                       Page | 38
Relationship of Cost of Governance and Firm’s 2009
                                        Profitability




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                                                                                        Page | 41
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability
Cost Of Governance Relationship With Firms Profitability

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Cost Of Governance Relationship With Firms Profitability

  • 1. NUST Business School Relationship of Cost of Governance and Firm’s Profitability MBA Thesis 10/16/2009 Muhammad Jawad Iqbal Khan 2008-NUST-MBA-26 Page | 1
  • 2. Relationship of Cost of Governance and Firm’s Profitability By Muhammad Jawad Iqbal Khan A Thesis Submitted to the Graduate Faculty of NUST Business School In Partial Fulfilment of the Requirements for the degree of Masters of Business Administration (MBA) Major Subject: Finance and Investment Approved: _________________________________________ Mr. Salman Shehzad, Thesis Advisor NUST Business School H-12 Sector, Islamabad October, 2009 Page | ii
  • 3. Relationship of Cost of Governance and Firm’s 2009 Profitability © Copyright 2009 By NUST Business School All Rights Reserved Page | iii
  • 4. Relationship of Cost of Governance and Firm’s 2009 Profitability ACKNOWLEDGEMENT I am thankful to Almighty Allah for blessing me with strength and knowledge to con duct this research. I am grateful to my Thesis Advisor , Mr.Salman Shehzad, for being patient with me and advising me all along the research. I am grateful to Dr.Raheel Gohar for helping me in the research through his own research input and guidance. I am extremely thankful to Mr.Fazli Azam for providing me with relevant research papers, as he gathered them for his own research paper. I have taken a lot of guidance from the research paper of Ms.Rozina Shaheen and her lectures on research methodology in BBA course were extremely helpful. Mr.Shoaib Qureshi will always be the one who introduced me to Corporate Governance and helped me to get the literature from IFC, World Bank. His lectures through Corporate Governance course in MBA are a lightening tower for me in this research. All the research papers in the bibliography are either taken from JSTOR.com or www.ssrn.com. Any author who considers his/her work was not referenced properly can contact the author (jawadiqbalkhan86@yahoo.com), so that it is updated accordingly. I am extremely thankful to all authors for their valuable input into the literature for Corporate Governance, which helped me throughout my research. Page | iv
  • 5. Relationship of Cost of Governance and Firm’s 2009 Profitability ABSTRACT Corporate Governance is considered as the basic pillar for the long term existence and stability of the firms. Recent falls of one of the biggest corporations in world like Enron and World Call sparked the debate on the importance and practical application of better governance mechanisms in the corporations. The literature has been comprehensively added with the experiences of different industrial countries and the recent collapse of subprime mortgage and subsequent bankruptcies of numerous banks and corporations including Lehman Brothers a nd mortgage giants like Fannie Mae in USA. In Pakistan, Code of Corporate Governance 2002 was a major milestone and different studies have been conducted. This research covers 9 industries and 22 firms including banks, insurance, engineering, cement, fertilizers and chemicals. The focus on the research is to establish a significant relationship between the compensation paid for the mechanisms of Corporate Governance i.e. Directors, CEO and Senior Executives. The compensation data is tested for 6significant relationship with company’s' performance variables including Sales, Assets, Pre Tax Profit, Operating Cash Flows, Selling and Administrative Expenses, Profit as percentage of Sales and Return on Assets. The relationships signify the fact that companies pay the governance bodies in the firm based upon the firms' performance. Different variables are used as indicator of performance in different companies and industries and differences also exists within industries. This study is statistically significant for the time period of 2003-2007. These results can be used to improve the corporate governance compensation paid and profitability generated by the firms. The research confirms the significant relationships between different stakeholders compensation in the organization and performance indicators. Different industries pay according to their own business cycles and also different companies compensate respectively in the same industry as well. Thus compensation management is the solution to Principle Agent Problem in the Corporate Governance framework and understanding it will help companies solve it. Page | v
  • 6. Relationship of Cost of Governance and Firm’s 2009 Profitability DISCLAIMER This report is compiled in partial fulfilment of the requirements of Masters of Business Administration Degree at NUST Business School, Islamabad. The author has tried his best to avoid any kind of plagiarism. All sources are cited in the foot notes, references and bibliography section according to the use of the work of other authors. In case, any one is concerned about any idea or reference mentioned in this report, the author will welcome any such query and try to resolve it without any objection. In any case, the author has not intended to represent the intellectual property of other people as his own work. The author can be contacted in case of any issue, through NUST Business School, H-12 Sector, Islamabad, Pakistan. Page | vi
  • 7. Relationship of Cost of Governance and Firm’s 2009 Profitability Table of Contents 1 Introduction................................................................................................................................1 1.1 Background of Corporate Governance...................................................................................1 1.2 History ................................................................................................................................2 1.2.1 16th Century .................................................................................................................2 1.2.2 17thCentury.................................................................................................................2 1.2.3 1844 ............................................................................................................................2 1.2.4 1931 ............................................................................................................................2 1.2.5 Early 1990s...................................................................................................................3 1.2.6 2002 -2004 ...................................................................................................................3 1.2.7 2004-2007....................................................................................................................3 1.3 Corporate Governance Defined ............................................................................................4 1.4 Pillars of Corporate Governance ...........................................................................................4 1.5 Compensation and Corporate Governance ............................................................................5 2 Literature Review ........................................................................................................................8 3 Research methodology ..............................................................................................................14 3.1 Topic.................................................................................................................................14 3.2 Aim of Study......................................................................................................................14 3.3 Hypothesis ........................................................................................................................14 3.4 Research Design & Methodology ........................................................................................15 3.4.1 Analytical ...................................................................................................................15 3.4.2 Fundamental ..............................................................................................................15 3.4.3 Qualitative and Quantitative .......................................................................................15 3.4.4 Empirical ....................................................................................................................15 3.4.5 Deductive...................................................................................................................15 3.4.6 Co-relational Study .....................................................................................................15 3.4.7 Non Contrived & Minimal Interference ........................................................................16 3.4.8 Unit of Analysis...........................................................................................................16 3.4.9 Cross sectional Time Horizon.......................................................................................16 Page | vii
  • 8. Relationship of Cost of Governance and Firm’s 2009 Profitability 3.5 Sampling Tools ..................................................................................................................16 3.5.1 Sample.......................................................................................................................16 3.5.2 Time Duration ............................................................................................................17 3.5.3 Sources of Data ..........................................................................................................17 3.6 Variables Identified............................................................................................................17 3.6.1 Firm Performance Variables ........................................................................................17 3.7 Methods used to test the relationship between variables ....................................................18 3.7.1 Spearman Correlation.................................................................................................18 3.7.2 Pearson Correlation....................................................................................................18 3.7.3 Regression Equation ...................................................................................................19 3.7.4 Independent one-sample t-test ...................................................................................19 3.8 Data Analysis .....................................................................................................................20 3.8.1 Software ....................................................................................................................20 3.9 Framework........................................................................................................................21 4 Analysis ....................................................................................................................................22 4.1 CEO Compensation ............................................................................................................22 4.2 Directors Compensation.....................................................................................................22 4.3 Executives Compensation...................................................................................................23 4.4 Total Compensation...........................................................................................................24 5 H1 Compensation for Governance is related to the Firms’ Performance........................................25 5.1 Regression of Variables and Results ....................................................................................27 6 H2 Different Industries follow different performance variables for compensation .........................29 6.1 Industry Wise Correlation Analysis ......................................................................................29 7 Conclusion ................................................................................................................................36 8 Limitations................................................................................................................................38 9 Appendix .................................................................................................................................... I Page | viii
  • 9. Relationship of Cost of Governance and Firm’s 2009 Profitability List of Figures Figure I CEO Compensation ...............................................................................................................22 Figure II Director’s Compensation ......................................................................................................23 Figure III Executive Compensation .....................................................................................................24 Figure IV Total Compensation Paid by the Company ...........................................................................24 Figure V Sample Summarized Correlation Values ................................................................................25 Figure VI Industry Wise Correlation Summary.....................................................................................32 Figure VII Regression of Total CEO Compensation with Sales ................................................................. I Figure VIII Regression of Total CEO Compensation with Assets .............................................................II Figure IX Regression of Total CEO Compensation with Pre Tax Profit....................................................III Figure X Regression of Total CEO Compensation with Operating Cash Flow .......................................... IV Figure XI Regression of Total CEO Compensation with S&A Expenses.................................................... V Figure XII Regression of Total CEO Compensation with Profit Margin ................................................... VI Figure XIII Regression of Total Director's Compensation with Sales..................................................... VII Figure XIV Regression of Total Director's Compensation with Assets ...................................................VIII Figure XV Regression of Total Director's Compensation with Pre Tax Profit ...........................................IX Figure XVI Regression of Total Director's Compensation with Operating Cash Flow................................ X Figure XVII Regression of Total Director's Compensation with S&A Expenses ........................................XI Figure XVIII Regression of Total Director's Compensation with Profit Margin........................................XII Figure XIX Regression of Total Executive Compensation with Sales .....................................................XIII Figure XX Regression of Total Executive Compensation with Asset..................................................... XIV Figure XXI Regression of Total Executive Compensation with Pre Tax Profit......................................... XV Figure XXII Regression of Total Executive Compensation with Operating Cash Flow ............................ XVI Figure XXIII Regression of Total Executive Compensation with S&A Expenses .....................................XVII Figure XXIV Regression of Total Executive Compensation with Profit Margin.....................................XVIII Figure XXV Regression of Total Compensation with Sales ...................................................................XIX Figure XXVI Regression of Total Compensation with Assets .................................................................XX Figure XXVII Regression of Total Compensation with Pre Tax Profit.....................................................XXI Figure XXVIII Regression of Total Compensation with Operating Cash Flow ........................................XXII Figure XXIX Regression of Total Compensation with S&A Expenses ................................................... XXIII Figure XXX Regression of Total Compensation with Profit Margin .....................................................XXIV Page | ix
  • 10. 1 Introduction This Chapter focuses on the history of Corporate Governance, its basic premise and the relationship of Corporate Governance with the Compensation Management, highlighting different common types of Compensation mechanisms. 1.1 Background of Corporate Governance Corporate Governance has taken major importance in the literature and business arena after the fall of Enron and World Call. Celebrated as one of the most innovative companies in 1990, 1 Enron collapse was an eye-opener at many fronts, from regulatory failures to Auditor fraudulent activities. Regulatory Frameworks were present before Enron and World Call governance fiasco, such as Cadbury Act in UK and OECD Principles on Corporate Governance, but it forced United States to develop stricter regulations and control through Sarbanes Oxley Act. In Pakistan, in the wake of global regulatory “The system by which actions, Securities and Exchange Commission of Accounting Officers carry out Pakistan issued Code of Corporate Gov ernance their responsibility for ensuring in 2002. This code was the first step towards that effective management the goal, and all listed companies followed the systems, including financial code for regulatory compliance, but only a few monitoring and control systems, of them followed it for the improvement of have been put in place.” company’s governance and increased profitability. Several cases of failure of HM Treasury, U.K. Corporate Governance in the companies which were publishing adherence to the Code in their Annual reports are reported in media. 1 [Online] www.newsweek.com/id/44191 Page | 1
  • 11. Relationship of Cost of Governance and Firm’s 2009 Profitability 1.2 History 1.2.1 16th Century The Merchant of Venice Act 1 Scene 1 Merchants feared for the safety of their ships: Who sets the direction of the journey? How to exercise control? Oversight? How to protect interests of owners? 1.2.2 17thCentury The East India Company introduces a Court of Directors, separating ownership and control (U.K., the Netherlands) to oversee the company’s management in India. 1.2.2.1 1720 In the UK, governance was enhanced with much regulation following the South Sea Bubble in 1720 with the formation of the incorporated joint stock company (amongst other things) 1.2.2.2 1776 Adam Smith in the “Wealth of Nations” warns of weak controls over and incentives for management (U.K.) 1.2.3 1844 First Joint Stock Company Act (U.K.) 1.2.4 1931 Berle and Means publish their seminal work “The Modern Corporation and Private Property” (U.S.) Page | 2
  • 12. Relationship of Cost of Governance and Firm’s 2009 Profitability 1.2.5 Early 1990s “Corpora te Governance is a series of First wave of corporate scandals in the U.K. (Polly Peck, stru ctu res and pro cesses for the BCCI and Maxwell), followed by: direction and control of a company.” Stagnation Privatization Sir Adrian Cadbury Globalization Demographic pressures (pension bomb) 1.2.5.1 1992 -1997 First corporate governance codes in the U.K. (Cadbury), followed by, inter alia, S. Africa (King), France (Viénot), the Netherlands (Peters) and finally the U.K. (Combined Code). 1.2.5.2 1999 “In general, *…+ corporate OECD Publishes first international benchmark, the governance structures and OECD Principles of Corporate Governance practices should protect and enhance accountability to, and 1.2.6 2002 -2004 ensure equal financial treatment New wave of corporate scandals in the U.S. (Enron, of, shareholders.” The Council of Institutional WorldCom) and E.U. (Ahold, Hollinger, Parmalat) lead Investors. new corporate governance regulations (Sarbanes- Oxley) 1.2.7 2004-2007 New rise in shareholder activism by pension funds, but likewise, hedge funds and private equity exercise influence on corporate governance agenda Page | 3
  • 13. Relationship of Cost of Governance and Firm’s 2009 Profitability 1.3 Corporate Governance Defined OECD Principals of Corporate Governance defines it as following: "Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance. “ Corporate Governance 2 is the System by which corporations are directed & controlled Structure that specifies the distribution of rights & responsibilities Among corporate participants, i.e. the board, managers and SHs Spells out the rules and procedures for decision-making Provides structure for setting and attaining company objectives, and monitoring company performance. 1.4 Pillars of Corporate Governance Following are the four pillars3 of Corporate Governance 1. Accountability 2. Fairness 3. Transparency 4. Responsibility 2 IFC, “Module 1-Introduction: Corpo rations and Corpora te Governance”. (Slide 20), 2009. 3 IFC, “Module 1-Introduction: Corpo rations and Corpora te Governance”. (Slide 26), 2009. Page | 4
  • 14. Relationship of Cost of Governance and Firm’s 2009 Profitability 1.5 Compensation and Corporate Governance The management and shareholders relationship can be understood from the perspective of Principal-Agent Relationship. The economic theory 4 suggests that the appointment of agents and compensation managements should be in the control of the Principal. Major responsibility5 lies on the Directors for the compensation management for the executive management. But who sets the compensation for the directors?? Generally it will be understandable that directors have ownership stake in the firm, so they will try to focus on the benefit of shareholders. Perhaps we should not let any one set of stakeholders 6 to decide the compensation of executives which impacts all the stake holders. Considering shareholders are the prime stake holders due to the reason that they will lose out most in case of total bankruptcy due to claim after the bond holders of the firms. Fred R. Kaen argued that to the extent that managerial compensation can be linked to indirect variables like number of hours put in work, instead of financial variables like Pre Tax Profit, it will reduce the opportunities to shirk by the management. Managers still prefer to use the quantitative variables like return on equity or profit margins for compensation, as these variables increase the stock price of the company which is beneficial for the share holders. Still the problem persists, as how to differentiate between the variables which can be influencing the managerial performance to those which are general business cycle and luck factors. Generally this paradox of variable identification is relatively made easier through using comparative or relative compensation schemes with respect to the industry. This way, firm can 4 Aditya Parthasarathy, Krishnakumar Menon and Debashish Bhattacherjee, 2006. Executive Co mpensation, Firm Performance and Corporate Governance: An Empirical Analysis . Indian Institute of Management Calcutta . 5 Fred R. Kaen, 2003. “A Blu eprin t for Corpo rate Governance Strategy, Accountability, and the Preservation of Shareholder Value”. Chapter 8- Corporate Governance and Managerial Compensation, pg 117. Published by American Management Association. 6 This topic is influenced by Fred R.Kaen, 2003 “A Blueprin t for Co rporate Governance Stra tegy, Accountability, and the Preservation of Shareholder Value”. The views expressed are of the author and should not be counted as a criticism or negation of the views of Fred. R. Kaen. Author is briefly reviewing his work on compensation management in his book. Page | 5
  • 15. Relationship of Cost of Governance and Firm’s 2009 Profitability identify if the management is really working for company better performance or is it only market forces which are helping them in achieving the target performance. Common compensation scheme in the world is i.e. a fixed base salary is paid to the executive and further compensation is linked to the yearly performance in form of bonuses and increments. A long term component is also used to keep the executives also tuned towards long term profitability of the firm by giving them stock options or long term performance variables. In Pakistan, the two component salary is more prevalent where management is given fixed base salary and variable bonuses. Companies do try to include stocks in the compensation of the management, but it is relatively an outdated version of ESOP in Pakistan, than prevalent in European or American Firms. The analysis of the companies indicates that firms pay according to two component plans. The short term incentive plans linked to company performance i.e. bonus based upon Pre Tax Profit values have multiple short comings like accounting manipulation to window dress the results for higher bonuses, budgeting issues like depreciation calculations are manipulated for increasing profit and potential gaming behavior. The long term incentive plans like stock options comes with own set of problems. The recording of stock options as expenses or otherwise creates a huge difference in the income treatments. Firms tend to abusively manipulate the earnings when stock options are recorded as expenses. EVA or Earned Value Analysis7 is a more popular but slightly technical way of calculating managerial performance. It can be simply understood as the value added by the manager to the firm over and above the cost of capital for the firm. Managers are paid bonuses if the EVA is positive for the firm. It can be calculated by reducing the net income by the equity capital financing charge as determined by calculating the cost of equity for the shareholders and applied on the assets under the management control. 7 EVA or Economic Value Added is a trade marked product of Stern Stewart & Company. Page | 6
  • 16. Relationship of Cost of Governance and Firm’s 2009 Profitability The market and investors in Pakistan are not technically knowledgeable about the exercise price determination impact on the option valuation and how these derivates can be adjusted to suit the needs of the management, while being neutral and unbiased on the face value. Thus, the market is focusing on the two tier compensation management which is easily understandable by the stakeholders. Page | 7
  • 17. Relationship of Cost of Governance and Firm’s 2009 Profitability 2 Literature Review This chapter provides an overview on the literature published on the Corporate Governance and Firm’s Profitability. It also focuses on the specific relationships identified by researchers between the compensation management and firm’s profitability. Following 8 are some important statistics and facts regarding Corporate Governance “Corporate Governance streamlines business processes, leading to better operating performance and lower capital expenditures”. (Gompers, Ishii and Metrick, Corporate Governance and Equity Prices, August 2001). “Improves the company’s ROCE, with companies in the top cg quartile averaging 33% and those in the bottom 15% ROCE”. (Credit Lyonnais SA, 2001). “Better share price performance, higher profitability, larger dividend payouts, and lower risk levels than industry peers”. (Lawrence Brown, Georgia State University, Sept. 2003). “There appears to be a substantial and statistically significant correlation between an active, independent board and superior corporate governance performance”. (Mac Avoy /Millstein, The Recurrent Crisis in Corporate Governance, 2004). Financial reforms during 1990s have influenced the pattern of capital structure, dividend policy, risk premia, and compliances to corporate governance (Nishat, 1999). Rozina and Nishat show that poorly governed firms (i.e., those with low Gov Scores) have lower operating performance, lower valuations, and pay out less cash to their shareholders, while better-governed firms have higher operating performance, higher valuations, and pay out more cash to their shareholders. Anderson et al. (2004) show that the cost of debt is lower for larger boards, presumably because creditors view these firms as having more effective monitors of their financial accounting processes. 8 IFC, “Module 1-Introduction: Corpo rations and Corpora te Governance”. Page | 8
  • 18. Relationship of Cost of Governance and Firm’s 2009 Profitability Shleifer & Vishny (1997) defined Corporate Governance in terms of suppliers of funds 9 as “Corporate Governance deals with the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment”. They also raise the following questions in their research How do the suppliers of finance get managers to return some of the profits to them? How do they make sure that managers do not steal the capital they supply or invest it in bad projects? How do suppliers of finance control managers? Jensen (1986) was of the view that managers reinvest the free cash flows rather returning it back to the investors by using oil industry of 1980s. Oil Producers used free cash flows to search for new unproven oil reserves instead of buying cheaper proven reserves, just to maintain the exploratory activities to satisfy their empire building desires. The difference was $16 per barrel additional cost of investors. The least costly10 of these costs to investors are consumption of perquisites such as company airplanes (Burrough and Helyar, 1990). For example, Victor Posner, a Miami financier, received in 1985 over $8 million in salary from DWG; a public company he controlled, at the time the company was losing money (New York Times, June 23, 1986). Managers tend to pursue the projects which maximize their interest against those which will maximize shareholders interest, Grossman and Hart (1988) described these benefits as the private benefits of control. 9 Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2 . June 1997. 10 Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2 . June 1997. Page | 9
  • 19. Relationship of Cost of Governance and Firm’s 2009 Profitability The principal agent contract 11 between the shareholders and management of the firm is of great importance. It also creates a lot of problem when issue of residual rights is considered. Principal wants to retain all the residual rights for situations which are not fully explained by the contract, but they cannot do so properly due to lack of insight and experience and thus end up giving up these residual rights to the agent, who in turn uses them as per their own discretion, thus violating the basic premise of principal-agent contract. Jensen and Meckling (1976) argued that managers 12 will undertake inefficient projects instead of returning the free cash flow and this will result in ex post inefficiency. Walkling and Long (1984) proposed that managers tend to resist less to a value increasing takeover if they have direct financial interest through share ownership o r golden parachutes, or they will get to keep their jobs. DeAngelo and Rice (1983) and Jarrell and Poulsen (1988a) suggest13 that public announcements of certain anti-takeover amendments to corporate charters, such as super-majority provisions requiring more than 50 percent of the votes to change corporate boards, reduce shareholder wealth. Ryngaert (1988) and Malatesta and Walkling (1988) find that, for firms who have experienced challenges to management control, the adoption of poison pills-which are devices to make takeovers extremely costly without target management's consent-also reduce shareholder wealth. Comment and Schwert (1995), however, question the event study evidence given the higher frequency of takeovers among firms with poison pills in place. Board of Directors only 14 changes a management when a severe performance disaster occurs (Warner, Watts, and Wruck (1988)). Research on Japan and Germany by Kaplan (1994 a, b) indicate that board of directors act passively unless in extreme situations a nd Mace (1971) and 11 Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2 . June 1997. 12 Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2 . June 1997. 13 Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2 . June 1997. 14 Andrei Shleifer and Robert W. Vishny, “A Survery of Corpo rate Governan ce”, The Journal Of Finance. Vol. LII, No. 2 . June 1997. Page | 10
  • 20. Relationship of Cost of Governance and Firm’s 2009 Profitability Jensen (1993) are of view that as general rule corporate boards are influenced by management in United States. Roe (1994) found that large shareholding is relatively uncommon due to legal restriction on high ownership in United States. However, the ownership is not completely diversified (Eisenberg (1976), Demsetz (1983), Shleifer and Vishny (1986b)). Manne (1965), Jensen (1988), Scharfstein (1988) suggest that takeovers address the governance issues. Takeovers increase the combined value of both firms and create synergies (Jensen and Ruback (1983)). It is also found out by Palepu (1985), Morck, Shleifer, and Vishny (1988a, 1989) that takeover targets are often poorly performing firms. Anderson, Bates, Bizjak and Lemmon (2000) suggest15 that structure of corporate governance is sensitive to level of diversification. Diversified firms have higher fraction of outsiders on their board, similar ownership by outside block holders and a similar sensitivity of managerial turnover to performance relative to their single segment counterparts. Kato and Long (2005) concluded from their research 16 on Chinese listed firms that (i) Even if the firm is listed in Stock Exchanges, there is no significant and negative link between CEO turnover and firm performance unless the listing is accompanied by an ownership change from state to private (ii) The presence of a large controlling shareholder makes CEO turnover more sensitive to firm performance (iii) The appointment of independent directors enhances turnover-performance sensitivities; (iv) CEO turnover-performance sensitivities are weaker for listed firms with CEOs who also hold positions in the controlling shareholders 15 Ronald C. Anderson, Thomas W. Bates, John M. Bizjak, Michael L. Lemmon, “Corpora te Governance and Firm Diversification”, Financial Management, Vol. 29, No. 1 (Spring, 2000), pp. 5-22. 16 Takao Kato and Cheryl Long, “CEO Turnover, Firm Perfo rman ce, and Corpo rate Governan ce in Chinese Listed Firms”,March 2005. Page | 11
  • 21. Relationship of Cost of Governance and Firm’s 2009 Profitability (v) Firm performance will improve significantly after the replacement of the CEO and the improvement will be greater for privately controlled firms than for state controlled firms. Ishii and Metrick (GIM, 2003) find that stock returns of firms with strong shareholder rights outperform, on a risk-adjusted basis, returns of firms with weak shareholder rights by 8.5 percent per year during this decade. (Parthasarathy, Menon and Bhattacherjee, 2006) argue that none of the profitability measures is significant determinant of total CEO pay. Firm Size is a significant variable for the understanding of Total CEO Pay and the proportion of variable or incentive pays that a CEO receives. CEOs who are owners or promoters of the firm receive higher compensation as compared to peer CEOs in the industry as the incentive to work for the company is more these CEOs. (Kato and Long, 2005) Among other firm performance measures, it is found that sales growth is linked to executive compensation in China’s listed firms and those Chinese executives are penalized for making negative profit although they are neither penalized nor rewarded for changes in profit in so far as it is positive. David Dicks, 2009 argues that pay and governance are substitutes. If you increase the governance, it will reduce the cost of compensation for the management or vice versa so that management is focused on the shareholders’ wealth maximization either through higher compensation or higher governance. The CEO compensation is increasing with the firm size while the pay- performance sensitivity decreases in firm size. The cost of governance for smaller firms is high, so it reduces the value of the firm. The optimal corporate governance regulation is ignoring the small firms. (Bebchuk, Fried and Walker, 2002)Executive Compensation is viewed as an arm’s length bargaining by the Principal with the Agent, while in practice executives do have a substantial influence on setting up their own compensation, thus seeking rent from the firm. Thus Page | 12
  • 22. Relationship of Cost of Governance and Firm’s 2009 Profitability compensation management is not the solution to the Principal Agent problem; rather it is a problem in itself and aggravates the complexity of the relationship. It is concluded that management influences the compensation management process for there own benefit. Stephan Sapp, 2007 Concludes that family owned firms and firms with a controlling shareholder pay their CEOs less. Weaker Boards or where CEO dominates the Board, the compensation paid to the CEO is higher than deserved by him by industry norms. If the CEO is the chairman of the board, it increases the executive compensation and if he has the shareholding of the company, it reduces the compensation. Christian and Walker, 2008 analyze the effect of committee formation on how corporate boards perform two main functions: setting CEO pay and overseeing the financial reporting process. The stock based incentive schemes induces the CEO to manipulate earning for the extra compensation. If the compensation management is up to the Board, then they tend to decide an insensitive compensation scheme to reduce the subsequent monitoring. The formation of compensation committee also creates some problems as the burden of oversight is borne by the audit committee for the compensation management. Page | 13
  • 23. Relationship of Cost of Governance and Firm’s 2009 Profitability 3 Research methodology This chapter details the methodology used for the research. The theoretical framework, hypothesis and nature of study are detailed in this section. 3.1 Topic The topic for research is Relationship of Cost of Governance and Firm’s Profitability (Cost of Governance is only related to the compensation paid to the CEO, Directors, Executives and Total Compensation paid to the Firm. It do not include other costs of implementation of governance, as values are taken from Annual Report which do not detail such private information for the firm) 3.2 Aim of Study The aim of study is to find out the relationship between the efforts done by a firm to improve its corporate governance and its impact on profitability. By linking the salaries of the executive team and directors to the performance of the firm, it can be identified if such link is strictly followed by the companies or not. 3.3 Hypothesis H1- Compensation for Governance is related to the Firms’ Performance The hypothesis will focus on identifying the relationship between the variables given below. The significance of the results will be depicted through regression analysis. The objective is to find out a significant relationship between the two sets of variables. H2- Different Industries follow different performance variables for compensation The hypothesis will focus on identifying the differences in the compensation paid to different stakeholders in the governance mechanism across different industries. The objective is to Page | 14
  • 24. Relationship of Cost of Governance and Firm’s 2009 Profitability determine that companies adjust the compensation management to suit their business needs and cycles. 3.4 Research Design & Methodology 3.4.1 Analytical The research is analytical as secondary data of company’s performance from their annual financial statements will be used along with other sources to identify critical trends and evaluate them for statistical significance. 3.4.2 Fundamental It is a fundamental research as solution to a particular problem is not searched. A general understanding of the corporate governance relationship with the firm’s performance is the basic purpose of the research. 3.4.3 Qualitative and Quantitative It is a mix of qualitative and quantitative research, as corporate governance val ues are to be developed by the researched. The theoretical analysis of the phenomenon governing corporate governance in a firm is done through the qualitative research. The statistical significance for the phenomenon is calculated through quantitative research. 3.4.4 Empirical The research study is empirical in nature. It is based on observations from the real life companies and will be analyzed through statistical measures to confirm or reject the hypothesis, which are representatives of theoretical analysis. 3.4.5 Deductive This study is deductive in nature. Theoretical background is formed through the literature review, which results in hypothesis building. Data is collected for the testing of hypothesis and results are discussed to confirm or reject the hypothesis. 3.4.6 Co-relational Study The study is co-relational as correlation between corporate governance and firm performance is checked. Page | 15
  • 25. Relationship of Cost of Governance and Firm’s 2009 Profitability 3.4.7 Non Contrived & Minimal Interference The study is non- contrived as the interference of the researcher is minimum. This is due to the fact that performance data of firms is already published and past data is used to analyze the relationship between corporate governance and firm’s performance. 3.4.8 Unit of Analysis The unit of analysis is group. Group of companies are analyzed collectively after their results are obtained from statistical tests. 3.4.9 Cross sectional Time Horizon The data is collected for the selected sample companies once in the start, and then this data is used for hypothesis testing and analysis. 3.5 Sampling Tools 3.5.1 Sample The sample is taken from listed companies at Karachi Stock Exchange. Priority is given to 100 Companies in the KSE 100 Index as of 1 st July 2009. Yearly Annual Reports of the companies are used for data collection. The companies included in the research according to industries are as following Industry Company 1 Insurance Adamjee Insurance 2 Insurance EFU life Insurance limited 3 Banks Allied Bank Limited 4 Banks Askari Bank Limited 5 Banks Bank Alfalah Limited 6 Banks Bank Alhabib Limited 7 Banks Bank of Punjab Limited 8 Cement Best Way Cement 9 Cement DG Cement 10 Cement Fauji Cement 11 Cement Lucky Cement Page | 16
  • 26. Relationship of Cost of Governance and Firm’s 2009 Profitability 12 Fertilizer Fauji Fertilizer Company Limited 13 Chemicals ICI Pakistan Limited 14 Automobiles Indus Motors Company Limited 15 Automobiles Atlas Honda Company Limited 16 FMCG Nestle Pakistan Limited 17 Oil and Gas OGDCL 18 Oil and Gas SNGPL 19 Oil and Gas Pakistan OilFields 20 Engineering Pak Elektron Limited 21 Engineering Siemens Engineering Limited 22 Tobbacco Pakistan Tobacco 3.5.2 Time Duration The time duration is 2004-2007 which makes a time period of four years. 3.5.3 Sources of Data The secondary source of data is Companies Annual reports for financial performance and CG variables. Stock prices data is taken from KSE website and Business Recorder website. 3.6 Variables Identified 3.6.1 Firm Performance Variables The variables are grouped together in two categories 1. Compensation for Governance a. Managerial Compensation b. Director’s Fee c. Allowances and Perquisites d. Total Compensation for the year 2. Firm’s Performance a. Sales b. Assets c. Operating Cash Flow Page | 17
  • 27. Relationship of Cost of Governance and Firm’s 2009 Profitability d. Pre Tax Profit e. Selling and Administrative Expenses f. Profit Margin g. Return on Assets 3.7 Methods used to test the relationship between variables Using Pearson and Spearman correlations for governance score and firms profitability. 3.7.1 Spearman Correlation In principle, ρ is simply a special case of the Pearson product-moment coefficient in which two sets of data Xi and Yi are converted to rankings x i and yi before calculating the coefficient. In practice, however, a simpler procedure is normally used to calculate ρ. The raw scores are converted to ranks, and the differences di between the ranks of each observation on the two variables are calculated. If there are no tied ranks, then ρ is given by: where: di = xi − yi = the difference between the ranks of corresponding values Xi and Yi, and n = the number of values in each data set (same for both sets). 3.7.2 Pearson Correlation The statistic is defined as the sum of the products of the standard scores of the two measures divided by the degrees of freedom. Based on a sample of paired data (Xi, Yi), the sample Pearson correlation coefficient can be calculated as Page | 18
  • 28. Relationship of Cost of Governance and Firm’s 2009 Profitability where are the standard score, sample mean, and sample standard deviation (calculated using n − 1 in the denominator). 1. Regression analysis for variables relationship. 3.7.3 Regression Equation The regression equation deals with the following variables: The unknown parameters denoted as β; this may be a scalar or a vector of length k. The independent variables X. The dependent variable, Y. Regression equation is a function of variables X and β. The user of regression analysis must make an intelligent guess about this function. 2. T- Test for significance of variables used for the model 3.7.4 Independent one-sample t-test In testing the null hypothesis that the populations mean is equal to a specified value μ0, one uses the statistic Page | 19
  • 29. Relationship of Cost of Governance and Firm’s 2009 Profitability where s is the sample standard deviation of the sample and n is the sample size. The deg rees of freedom used in this test is n − 1. 3.7.4.1 Slope of a regression line Suppose one is fitting the model where xi, i = 1, ..., n are known, α and β are unknown, and εi are independent normally distributed random errors with expected value 0 and unknown variance σ2, and Yi, i = 1, ..., n are observed. It is desired to test the null hypothesis that the slope β is equal to some specified value β0 (often taken to be 0, in which case the hypothesis is that x and y are unrelated). 3.8 Data Analysis 3.8.1 Software The software used is MS Excel for data analysis, MS Word for Report and MS Power Point for Presentations. Page | 20
  • 30. Relationship of Cost of Governance and Firm’s 2009 Profitability 3.9 Framework Cost of Corporate Governance and Firm’s Performance Cost of Governance Literature Review Firm’s Performance Managerial Sales Compensation Statistical Methodologies Assets Allowances and Operating Cash Flow Perquisites Correlations Pre Tax Profit Directors’ Fee Regression Analysis Selling and Total Compensation for T-tests Administrative Expenses the year F-test Profit as percentage of R square significance for Sales Correlations Return on Assets Data for the Variables Annual Reports of the Firms KSE website Analysis and Results Conclusion Page | 21
  • 31. Relationship of Cost of Governance and Firm’s 2009 Profitability 4 Analysis The analysis is done with respect to each hypothesis. The results are discussed with reference to the data used and conclusions are summarized. The analysis focuses on the data sets and summary values from the MS Excel for the respective analysis. 4.1 CEO Compensation The industry wide CEO compensation and breakup into base salary and variable bonuses is shown in Figure I- CEO Compensation. The base salary and bonuses variates in the different ranges across different industries and companies. The highest bonus based compensation is paid to CEO of Bank of Punjab. We can also observe that compensation to CEO within industries is different across the companies. Figure I CEO Compensation 4.2 Directors Compensation The director’s compensation is shown in Figure II, where the break up of compensation is shown for Director’s Fee, Allowances and Perquisites and Managerial Compensation. Across the Page | 22
  • 32. Relationship of Cost of Governance and Firm’s 2009 Profitability board, the Director’s Fee forms the lower portion of the compensation while allowances are an indirect way of compensating the Director’s for their governance, forming major part of the compensation. Figure II Director’s Compensation 4.3 Executives Compensation The Executive Compensation breakup is given in Figure III. Managerial Remuneration and Allowances form equal parts of the compensation across the sample companies. Lucky Cement pays highest allowances and perquisites to its executives. The large percentage of compensation other than base salary indicates that variable compensation is used as a major governance tool by the companies. Page | 23
  • 33. Relationship of Cost of Governance and Firm’s 2009 Profitability Figure III Executive Compensation 4.4 Total Compensation The total compensation trend in the sample of companies is shown in Figure IV. The log of values is taken so that the variation across the companies can be standardized and easy for analysis. The highest compensation is paid by Fauji Fertilizer Company. Figure IV Total Compensation Paid by the Company Page | 24
  • 34. Relationship of Cost of Governance and Firm’s 2009 Profitability 5 H1 Compensation for Governance is related to the Firms’ Performance The data of 22 companies in the 10 industries, was used to calculate the correlations among the CEO Compensation, Directors Compensation, Executive Compensation and Total Compensation of the firm with the Sales, Assets, Pre Tax Profit, Operating Cash Flows, Selling and Administrative Expenses, Profit and percentage of Sales and Return on Assets. The Correlation results in the Table V indicate many different facts which are explained as below. Figure V Sample Summarized Correlation Values Chief Executive Directors Executives MR A&P Total Fee MR A&P Total MR A&P Total Total Sales 0.57 0.54 0.63 0.03 0.20 0.18 0.20 0.53 0.20 0.51 0.54 Assets 0.57 -0.05 0.54 -0.06 0.04 -0.07 0.01 0.81 -0.09 0.66 0.67 Pre Tax Profit 0.55 0.21 0.56 0.18 0.26 0.08 0.22 0.75 0.04 0.65 0.67 Operating Cash 0.70 -0.02 0.66 0.02 0.00 -0.06 -0.01 0.83 0.05 0.72 0.73 flow S&A Expenses 0.54 0.23 0.55 0.12 -0.01 -0.04 -0.02 0.59 0.38 0.62 0.63 Profit Margin 0.19 -0.08 0.17 -0.07 0.39 0.21 0.35 0.42 -0.09 0.33 0.34 Return on Assets 0.08 -0.04 0.07 -0.04 0.57 0.67 0.62 -0.06 -0.04 -0.06 -0.03 Log Data Sales 0.28 0.39 0.34 0.13 0.10 0.09 0.10 0.31 0.19 0.32 0.33 Assets 0.38 0.27 0.41 0.07 0.11 0.02 0.10 0.55 0.07 0.48 0.49 Pre Tax Profit 0.38 0.32 0.42 0.13 0.35 0.24 0.33 0.49 0.13 0.46 0.48 Operating Cash 0.37 0.28 0.40 0.20 0.05 -0.01 0.04 0.67 0.37 0.68 0.67 flow S & A Expenses 0.54 0.23 0.55 0.12 -0.01 -0.04 -0.02 0.59 0.38 0.62 0.63 Profit Margin 0.13 -0.05 0.12 0.00 0.31 0.20 0.29 0.24 -0.03 0.19 0.20 Return on Assets 0.06 0.09 0.08 0.09 0.35 0.33 0.36 0.03 0.12 0.06 0.08 The MR of CEO was correlated highest (0.70) to the Operating Cash Flows, followed by Sales (0.57), Assets (0.57) and Pre Tax Profit 90.55). It has slightly positive correlation with Profit Margin (0.19) and Return on Assets (0.08). On the contrary, the CEO Allowance and Perquisites were correlated highest to Sales (0.54) and it was slightly negatively correlated to Operating Page | 25
  • 35. Relationship of Cost of Governance and Firm’s 2009 Profitability Cash Flows (-0.02). It indicates that the basic salary of the CEO is dependant upon the Operating Cash flows of the firm and they get performance bonus and variable compensation based upon on the increase in sales. Similarly the total compensation the CEO is highly correlated to Sales and Operating cash flows due to the breakup of the compensation paid to CEO. The Director Fee is positively correlated to Pre Tax Profit (0.18) while the MR is highly correlated to Return to Assets (0.57). Similarly A&P of Directors is also highly correlated to Return on Assets (0.67). These correlations identify that Directors are the guardians of the firms’ equity as well as liabilities as the best Corporate Governance advocates and as the return on assets is increased, they are able to generate more value for the shareholders. Thus their compensation is highly based on return on assets. The Executives Compensation, similar to CEO, is highly correlated to Operating Cash Flow (0.83), followed by Pre Tax Profit (0.75). The A&P of Executives are highly correlated to S&A Expenses, which indicate the firms try to park the extra compensation for executives through the S&A Accounts for tax purposes. The Total Compensation is positively correlated to almost all the variables but it is highest with Operating Cash Flows (0.73) followed by Pre Tax Profit and Assets (0.67). Thus, Operating Cash flow forms one of the major indicators of the performance of the management of the firm. To avoid the statistical errors in the correlations due to the magnitude of the values of performance variables of the firm, log of the values is taken to minimize the error and identify the correlations. It reduces the correlation value and removes the fluctuation impact of the variable values. We can see from the Figure V, which the differences in correlations between different variables are magnified and now ranking for the relationships among the variables can be easily identified. The CEO compensation is highly correlated to Pre tax Profit (0.42), closely followed by Assets (0.41). It is marked difference from the earlier results of data without log values where the compensation was highly correlated to Operating Cash Flow instead. The Directors Page | 26
  • 36. Relationship of Cost of Governance and Firm’s 2009 Profitability Compensation is showing similar results that it is highly correlated to Return on Assets (0.33). The Executive Compensation also shows same results where it is highest correlated to Operating Cash Flow (0.68). The Total Compensation of the firm is highly correlated to Operating Cash Flows (0.63). Thus, the log of values of data helps us to identify the correlations more clearly and without error caused due to the fluctuations in the high values of the variables. 5.1 Regression of Variables and Results In all the regression analysis, the X axis variables are the Company Performance Variables and Y axis variable are the Compensation Variables. All these regressions are run on the Total Compensation in each category i.e. CEO, Directors and Executives and the Total Compensation of the firm. The summary results are given below, for detailed tables see Appendix-Regression Analysis. Table 1 summarizes the Regression statistics. The Significant values of F are greater than 2.5, for T-stat significant values are above 1.64 and for p value, the significant values are below 0.05 for 95 percent confidence. The closer the value of R Square to 1, the higher is the significance of the correlation between the variables. We can identify from the Table 1 results that CEO Compensation indicate that it has significant model and variable relationship for Sales, Assets, Pre Tax Profit, Operating Cash Flows, S&A Expenses , except for Profit as Percentage of Sales. Directors Compensation is only significant with respect to model and variables for Pre Tax Profit and Profit as Percentage of Sales. The Executive Compensation and Total Compensation variables are significant for all independent variables of performance i.e. Sales, Assets, Pre Tax Profit, Operating Cash Flows, S&A Expenses and Profit as percentage of Sales. Page | 27
  • 37. Relationship of Cost of Governance and Firm’s 2009 Profitability Table 1 Regression Summary Table Variables R Square F T Stat P value Chief Executive Officer Compensation Sales 0.396569 56.51844 7.517875 4.94E-11 Assets 0.286792 34.58193 5.880641 7.61E-08 Pre Tax Profit 0.309645 38.57367 6.210771 1.81E-08 Operating Cash Flows 0.439192 67.35012 8.206712 2.02E-12 S&A Expenses 0.303797 37.52721 2.62E-08 0.005199 Profit as Percentage of Sales 0.027863 2.464864 1.569989 0.12009 Directors Compensation Sales 0.041923 3.763182 1.939892 0.05567 Assets 0.000152 0.013065 0.114301 0.909265 Pre Tax Profit 0.049525 4.481054 2.11685 0.037161 Operating Cash Flows 0.000179 0.015436 -0.12424 0.901413 S&A Expenses 0.000347 0.02985 -0.17277 0.863237 Profit as Percentage of Sales 0.125451 12.33639 3.51232 0.00071 Executives Compensation Sales 0.255658 29.53829 5.434914 5.04E-07 Assets 0.435243 66.27786 8.141122 2.74E-12 Pre Tax Profit 0.421182 62.57869 7.910669 8.02E-12 Operating Cash Flows 0.515056 91.34004 9.557198 3.61E-15 S&A Expenses 0.378379 52.34793 7.235187 1.81E-10 Profit as Percentage of Sales 0.110577 10.69188 3.269844 0.001549 Total Compensation Sales 0.289336 35.01365 5.917233 6.5E-08 Assets 0.446537 69.38538 8.329789 1.14E-12 Pre Tax Profit 0.445395 69.06531 8.310554 1.24E-12 Operating Cash Flows 0.537065 99.77104 9.988545 4.8E-16 S&A Expenses 0.392416 55.54426 7.452802 6.67E-11 Profit as Percentage of Sales 0.115845 11.26803 3.356788 0.001176 Page | 28
  • 38. Relationship of Cost of Governance and Firm’s 2009 Profitability 6 H2 Different Industries follow different performance variables for compensation 6.1 Industry Wise Correlation Analysis The Industry Wise Correlation Analysis of relationships among cost of governance and firms’ profitability is done on the basis of results in the Figure XXX. This table indicates that the industries follow different compensation policies in different industries. Insurance Industry pays the CEO highest on Asset increase (0.97) and Sales (0.95), while the Banking Industry pay the CEO on Sales (0.76) i.e. the Net Interest Income generated by the bank. Cement Industry pays the CEO on Profit Margin (0.76), as this industry is dependant upon the profit margin in the cost of goods sold and sale price. Fertilizer Industry pays the CEO on the basis of Sales (0.73), while Chemicals industry pays on the basis of Assets Increase (0.99). Automobile Industry pays the CEO on the basis of Operating Cash Flows generated for the firm. FMCG Industry pays the CEO as per Pre Tax Profit (0.73). The Oil and Gas Industry pays the CEO on the basis of gross revenue generated for the firm (0.49). The Engineering industry pays on the basis of Pre Tax Profit (0.87). The Director Compensation depicts the same fact that all companies compensate the directors as per industry and business nature. Insurance industry pays the directors according to Operating Cash Flows (0.54). The director fee is related to Pre Tax Profit (0.91) but other compensation is paid with respect to operating cash flows. The banking industry pays the directors with respect to Profit Margin (0.75), while Cement Industry pays the directors according to Return on Assets (0.77). Chemical Industry pays the directors as per Sales increase (0.96). Automobile industry pays the directors according to the Pre Tax Profit (0.61).Oil and Gas Industry pays according to Sales (0.52) while engineering Industry pays according to Pre Tax Profit (0.85). Page | 29
  • 39. Relationship of Cost of Governance and Firm’s 2009 Profitability The Insurance, Banking and Cement Industries pay the executives according to Assets (0.98), (0.93) and (0.60) respectively. The Fertilizer Industry pays according to Return on Assets (0.93) and the Chemicals Industry pays according to Pre Tax Profit (0.86). The Automobile Industry pays with respect to Profit Margin (0.47). The FMCG Industry pays according to the Sales (0.99) as generated by executives of the firm. Oil and Gas Industry pays according to Profit Margin (0.33) and Engineering Industry pays as per Pre Tax Profit (0.97). The Total Compensation by the Insurance Industry, Chemicals Industry and Banking Industry as cost of governance according to the Assets increase of the firm (0.98), (1.00) and (0.91) respectively. The cement industry cost of compensation is dependant upon the Profit Margin (0.55). The Fertilizer industry pays according to the Return on Assets (0.93). The Automobiles Industry pays according to the Pre Tax Profit (0.49). The FMCG Industry pays according to the Sales (1.00) while Oil and Gas Industry pays according to Profit Margin (0.33). The Engineering Industry pays according to the Pre Tax Profit (0.96). This analysis indicates that the industries which has a manufacturing concern pays the costs of governance according to the margin based variables i.e. pre tax profit or Profit Margin. These industries include the following 1. Cement Industry 2. Fertilizer Industry 3. Oil and Gas Industry 4. Engineering Industry 5. Automobile Industry While the industries which have a service sector background or the manufacturing process is shorter than one year use Sales or Assets increase as compensation policy. These industries include the following 1. Insurance Industry 2. Banking Industry Page | 30
  • 40. Relationship of Cost of Governance and Firm’s 2009 Profitability 3. FMCG Industry 4. Chemicals Industry Page | 31
  • 41. Relationship of Cost of Governance and Firm’s 2009 Profitability Figure VI Industry Wise Correlation Summary Industry Variable Chief Executive Directors Executives Total MR A&P Total Fee MR A&P Total MR A&P Total Total Insur ance Sales 0.95 0.94 0.95 0.55 0.22 0.22 0.30 0.94 0.95 0.95 0.95 Insur ance Assets 0.96 0.97 0.97 0.77 0.12 0.12 0.24 0.99 0.96 0.98 0.98 Insur ance Pre Tax 0.90 0.93 0.92 0.91 -0.15 -0.15 -0.01 0.95 0.91 0.94 0.94 Profit Insur ance Operating 0.47 0.40 0.45 -0.21 0.56 0.56 0.54 0.39 0.44 0.41 0.42 Cash flow Insur ance S&A 0.49 0.41 0.46 -0.25 0.48 0.48 0.45 0.39 0.45 0.42 0.42 Expenses Insur ance Profit -0.63 -0.60 -0.63 -0.28 -0.30 -0.30 -0.35 - -0.61 -0.62 -0.62 Margin 0.61 Insur ance Return on 0.89 0.88 0.90 0.78 -0.31 -0.31 -0.20 0.90 0.85 0.89 0.88 Assets Bank Sales 0.76 -0.25 0.76 -0.15 0.08 -0.19 0.08 0.66 -0.26 0.66 0.68 Bank Assets 0.55 -0.45 0.55 -0.28 0.36 -0.35 0.36 0.93 -0.48 0.93 0.91 Bank Pre Tax 0.53 0.41 0.57 -0.38 0.40 0.31 0.39 0.25 0.22 0.25 0.45 Profit Bank Operating 0.71 -0.34 0.71 -0.21 0.18 -0.27 0.18 0.88 -0.36 0.88 0.88 Cash flow Bank S&A 0.74 -0.29 0.74 -0.18 0.06 -0.22 0.06 0.65 -0.30 0.65 0.67 Expenses Bank Profit 0.08 -0.31 0.08 -0.19 0.75 -0.24 0.75 0.51 -0.33 0.51 0.48 Margin Bank Return on -0.22 0.35 -0.22 -0.11 0.24 0.12 0.24 - 0.02 -0.35 -0.34 Assets 0.35 Cement Sales -0.14 0.94 -0.06 -0.32 -0.31 -0.26 -0.31 0.37 0.60 0.49 0.13 Cement Assets -0.16 0.99 -0.06 -0.33 -0.32 -0.27 -0.32 0.46 0.71 0.60 0.18 Cement Pre Tax 0.53 0.41 0.57 -0.38 0.40 0.31 0.39 0.25 0.22 0.25 0.45 Profit Cement Operating -0.10 0.74 -0.03 -0.26 -0.25 -0.21 -0.25 0.10 0.24 0.17 -0.03 Cash flow Cement S&A 0.42 -0.17 0.40 0.58 0.42 0.32 0.41 0.11 -0.06 0.04 0.30 Expenses Cement Profit 0.76 -0.22 0.75 -0.22 0.74 0.66 0.76 0.14 -0.04 0.06 0.55 Margin Cement Return on 0.75 -0.22 0.73 -0.21 0.72 0.78 0.77 0.10 -0.06 0.03 0.54 Assets Fertilizer Sales 0.94 0.51 0.73 -0.35 - - -0.35 0.87 0.85 0.86 0.86 Page | 32
  • 42. Relationship of Cost of Governance and Firm’s 2009 Profitability Industry Variable Chief Executive Directors Executives Total Fertilizer Assets 0.51 -0.34 -0.03 -0.76 - - -0.76 0.76 0.79 0.78 0.78 Fertilizer Pre Tax 0.69 -0.13 0.19 -0.69 - - -0.69 0.88 0.90 0.89 0.89 Profit Fertilizer Operating -0.71 -0.83 -0.86 -0.03 - - -0.03 - -0.39 -0.42 -0.42 Cash flow 0.44 Fertilizer S&A 0.82 0.46 0.65 -0.46 - - -0.46 0.73 0.71 0.72 0.72 Expenses Fertilizer Profit -0.76 -0.87 -0.91 -0.09 - - -0.09 - -0.45 -0.47 -0.47 Margin 0.50 Fertilizer Return on 0.80 0.04 0.35 -0.62 - - -0.62 0.93 0.94 0.93 0.93 Assets Chemicals Sales 0.87 0.84 0.87 - 0.98 0.87 0.96 0.36 0.96 0.71 0.78 Chemicals Assets 0.99 0.99 0.99 - 0.88 0.99 0.93 0.85 0.93 0.99 1.00 Chemicals Pre Tax 0.95 0.96 0.95 - 0.79 0.95 0.86 0.92 0.86 1.00 0.99 Profit Chemicals Operating 0.98 1.00 0.98 - 0.87 0.98 0.92 0.81 0.92 0.97 0.98 Cash flow Chemicals S&A 0.98 0.96 0.98 - 0.98 0.98 1.00 0.63 1.00 0.89 0.94 Expenses Chemicals Profit 0.89 0.90 0.89 - 0.67 0.89 0.76 0.97 0.76 0.98 0.95 Margin Chemicals Return on 0.92 0.92 0.92 - 0.72 0.92 0.80 0.95 0.80 0.99 0.97 Assets Automobiles Sales -0.18 - -0.18 - 0.17 -0.35 -0.07 - -0.27 -0.26 -0.23 0.21 Automobiles Assets 0.33 - 0.33 - 0.72 0.00 0.49 0.35 0.17 0.32 0.37 Automobiles Pre Tax 0.45 - 0.45 - 0.83 0.09 0.61 0.45 0.27 0.44 0.49 Profit Automobiles Operating 0.52 - 0.52 - 0.45 0.52 0.57 0.19 0.59 0.38 0.45 Cash flow Automobiles S&A 0.41 - 0.41 - 0.74 0.05 0.52 0.54 0.19 0.47 0.50 Expenses Automobiles Profit 0.43 - 0.43 - 0.54 0.26 0.50 0.44 0.35 0.47 0.49 Margin Automobiles Return on 0.38 - 0.38 - 0.76 0.02 0.52 0.38 0.19 0.36 0.41 Assets FMCG Sales 0.67 0.71 0.70 - - - - 0.99 0.99 0.99 0.99 FMCG Assets 0.51 0.62 0.60 - - - - 0.95 0.96 0.96 0.96 FMCG Pre Tax 0.73 0.74 0.74 - - - - 0.98 0.98 0.98 0.98 Profit FMCG Operating 0.05 -0.04 -0.02 - - - - 0.57 0.45 0.52 0.52 Page | 33
  • 43. Relationship of Cost of Governance and Firm’s 2009 Profitability Cash flow Industry Variable Chief Executive Directors Executives Total FMCG S&A 0.69 0.74 0.73 - - - - 0.99 1.00 1.00 1.00 Expenses FMCG Profit -0.26 -0.37 -0.35 - - - - - -0.87 -0.90 -0.89 Margin 0.91 FMCG Return on 0.06 -0.12 -0.08 - - - - - -0.60 -0.62 -0.61 Assets 0.63 Oil and Gas Sales 0.56 0.03 0.49 0.52 - - 0.52 - -0.51 -0.59 -0.59 0.53 Oil and Gas Assets -0.29 0.81 0.11 0.24 - - 0.24 - 0.35 0.09 0.09 0.48 Oil and Gas Pre Tax -0.37 0.80 0.03 0.04 - - 0.04 - 0.34 0.12 0.13 Profit 0.38 Oil and Gas Operating -0.51 0.72 -0.12 0.05 - - 0.05 - 0.36 0.13 0.13 Cash flow 0.40 Oil and Gas S&A 0.59 -0.70 0.20 0.14 - - 0.14 0.13 -0.60 -0.42 -0.42 Expenses Oil and Gas Profit -0.60 0.71 -0.20 0.01 - - 0.01 - 0.55 0.33 0.33 Margin 0.26 Oil and Gas Return on -0.46 0.76 -0.06 0.01 - - 0.01 - 0.41 0.19 0.19 Assets 0.35 Engineering Sales 0.70 0.69 0.69 0.59 0.62 0.85 0.69 0.95 0.96 0.95 0.90 Engineering Assets 0.75 0.80 0.78 0.73 0.73 0.92 0.79 0.84 0.79 0.84 0.84 Engineering Pre Tax 0.87 0.85 0.86 0.78 0.82 0.91 0.85 0.97 0.99 0.97 0.96 Profit Engineering Operating -0.61 -0.63 -0.62 -0.72 -0.69 -0.37 -0.62 - -0.16 -0.18 -0.30 Cash flow 0.18 Engineering S&A 0.96 0.94 0.95 0.92 0.94 0.91 0.95 0.92 0.94 0.92 0.95 Expenses Engineering Profit -0.19 -0.18 -0.18 -0.04 -0.09 -0.47 -0.18 - -0.64 -0.63 -0.52 Margin 0.63 Engineering Return on -0.32 -0.39 -0.36 -0.34 -0.32 -0.54 -0.38 - -0.33 -0.40 -0.40 Assets 0.41 Tobacco Sales -0.66 - -0.66 - -0.25 -0.52 -0.44 - -0.44 -0.30 -0.36 0.22 Tobacco Assets -0.88 - -0.88 - -0.14 -0.71 -0.48 - -0.48 -0.38 -0.45 0.32 Tobacco Pre Tax -0.68 - -0.68 - -0.21 -0.51 -0.41 - -0.41 -0.27 -0.34 Profit 0.19 Tobacco Operating -0.94 - -0.94 - 0.08 -0.71 -0.35 - -0.35 -0.29 -0.36 Cash flow 0.25 Tobacco S&A -0.64 - -0.64 - -0.17 -0.46 -0.36 - -0.36 -0.21 -0.28 Page | 34
  • 44. Relationship of Cost of Governance and Firm’s 2009 Profitability Expenses 0.13 Industry Variable Chief Executive Directors Executives Total Tobacco Profit -0.57 - -0.57 - -0.08 -0.35 -0.24 - -0.24 -0.09 -0.16 Margin 0.01 Tobacco Return on -0.59 - -0.59 - -0.20 -0.42 -0.35 - -0.35 -0.20 -0.26 Assets 0.12 Page | 35
  • 45. Relationship of Cost of Governance and Firm’s 2009 Profitability 7 Conclusion The findings from this research are focused on the cost of corporate governance (compensation for governance) and the result of such costs in generating profit for firm, which is judged through Firm’s Performance. The expectation was to find a significant relationship between these two variables and identify the significant relationship among the cost of compensation and firm’s performance variables. Both the hypothesis are accepted and null hypothesis i.e. no significant relationship exists between cost of governance and firm’s profitability and different industries pays differently and according to their own business cycles. Every industry pays according to its own background and business nature. The relationship between firms’ profitability and cost of compensation is highly significant and it proves that firms pay according to the profitability of the organization. Thus, each stakeholder in the compensation mechanism will be focusing on the ultimate goal of maximizing shareholders value by increasing the profitability on year on year basis. The compensation of CEO, Directors’, Executives and Total Compensation varies across the industry and the relationship among the variables also differs. Executive compensation largely consists of variable salary component i.e. bonuses and perquisites indicating the role of variable compensation in governance mechanisms. The basic salary of CEO is dependant upon operating cash flows and the variable compens ation is dependant upon sales primarily. The compensation of Directors is highly correlated to Assets which is indicates their guardianship towards the total assets i.e. liability claims as well as equity claims. CEO compensation relationships with Sales, Assets, Pre Tax Profit, Operating Cash Flows, S&A Expenses are significant but not with Profit Margin and Return on Assets. Directors’ Compensation relationship with Sales, Assets, S&A Expenses and Operating Cash Flows is insignificant but it is significant with Pre Tax Profit, Profit Margin and Return on Assets. Page | 36
  • 46. Relationship of Cost of Governance and Firm’s 2009 Profitability Executives Compensation and Total Compensation of the firm has significant relationship with all performance variables. The Industry based correlation analysis indicates that every industry follows its own norms of business for compensation management. It also indicates that service sector industries pay according to Sales and turnover performance variables while manufacturing based industries compensate on the margin based performance variables. This research identifies significant relationships between compensation variables and company performance and paves way for further research in this regard in the corporate governance arena of Pakistan. Page | 37
  • 47. Relationship of Cost of Governance and Firm’s 2009 Profitability 8 Limitations The limitations of the research are as following The topic, itself is qualitative. Corporate Governance cannot be fairly analyzed through companies’ annual reports or secondary data. Thus, the scores associated with CG variables are up to the researcher, and may include a bias towards better ope rating companies as judged by the researcher. The sample size (less than 100 companies) and time period (5 years) will not capture all the aspects of business cycle for many firms as well as it may not reflect true practices of corporate governance keeping in view the infant stage of CG in Pakistan. The study only focuses on the basic relationship of compensation with firm’s performance. Further In-depth analysis of board structure impact on compensation, role of CEO in compensation, role of committees in compensation management and areas related to compensation need to be analyzed for fine details of the relationships among the variables. Page | 38
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