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25
Introduction
Effective corporate governance helps to build vibrant and efficient capital markets.
Investors confidence is more in those markets where companies have high standards of
corporate governance. Gilson (2000) stated that equity investment requires good
corporate governance and good corporate governance requires credible corporate
disclosures.
Corporate governance encompasses the processes for board effectiveness and
enhanced transparent disclosures. Both these requirements result in improved quality and
quantity of information made available to investors. There is evidence in the
recent governance literature that this information flow influences stock markets and
results in informed trading, reduced information asymmetry and improved market
liquidity.
Empirical research from developed markets prescribes that both internal and external
corporate governance mechanisms improve stock market liquidity (Bacidore and
Sofianos, 2002). Jain et al. (2008) found that the Sarbanes Oxley Act, 2002
had highly significant and positive long term liquidity effects. They asserted that
these improvements were positively associated with improved quality of financial
reports.
In India, market driven stock markets are just evolving, resulting in the growth of
actively traded stocks. There was a remarkable improvement in both the quantity and
quality of information available for an investor in the capital market since the legislation
of corporate governance norms through Clause 49 of the Listing Agreement in the year
2000. This additional information should facilitate efficiency in price formation process
and enhance stock market liquidity. This paper1 investigates the consequences of
governance regulations and the impact of information diffusion on the Indian capital
market liquidity.
The issues of corporate governance are quite varied in India compared to the west
because most of the successful companies in India are family run firms with
concentration of ownership. The promoter family members not only own a major portion
of the equity stake but also hold key positions as directors. Besides these owners, foreign
institutional investors are increasingly investing in the Indian stocks in recent years and
this trading activity is presumed to impact the liquidity of the stock market. Given this
background, the research questions that arise are: How does firm level corporate
governance impact the liquidity of its stock? Does ownership concentration and higher
promoter stake affect stock liquidity? Do the companies with higher foreign institutional
investments (FIIs) experience higher liquidity?
The present study measures firm level governance quality and investigates its impact
on the liquidity of the stock in the market. The paper also examines the impact of
ownership structure upon the stock liquidity.
This paper provides new evidence on the relationship of market liquidity and the
corporate governance mechanism in India. The results of this study contribute to the
existing limited literature on stock market liquidity in India, and also contribute to the
ongoing debate on costs and benefits of governance reforms.
26
The remaining sections of the paper are organised as follows: Section 2 presents a
note on corporate governance regulations in India, the review of literature and research
hypotheses; Section 3 describes the data and sample selection; Section 4 presents the
empirical results and Section 5 contains the concluding remarks.
In India, corporate governance reforms began with the legislation of Clause 49 of the
Listing Agreement enacted in 2000. The Securities and Exchange Board of India
(SEBI) legislated the first formal governance regulation by inserting Clause 49 in the
stock exchange listing agreement with the intention of promoting and raising
the corporate governance standards of Indian companies. The regulation broadly
deals with the following issues: Board structure and composition; governance
through board committees like the audit committee, remuneration committee and
shareholders grievance committee and required additional disclosures to improve
transparency.
A series of changes in the regulations since 2000 have considerably altered the way
Indian companies are governed. There was a gradual change in the composition of the
boards of Indian companies. Many of the directors join the boards as non-executive
directors who are expected to provide expert guidance to the management, but do not
participate in the management process. Similarly, there has been an increase in the
composition and participation of independent directors who are expected to contribute
maximisation of share holders value and offer investors protection.
27
between the information asymmetry and disclosure quality of annual reports and investor
relations activity. The quality of quarterly reports disclosure is found to be positively
associated with information asymmetry.
Chen et al. (2007) argued that companies adopting poor information transparency and
disclosure practices will experience serious information asymmetry. They empirically
observed that the costs of liquidity are greater for companies with poor information
transparency and disclosure practices.
Ferreira and Laux (2007) reported that better corporate governance and
openness to market for corporate control leads to more informative stock prices by
encouraging collection of and trading on private information. They also asserted that
information flow interpretation implies that the component of volatility is related to
governance.
Kanagaretnam et al. (2007) found that firms with higher levels of corporate
governance have lower information asymmetry when they announce their quarterly
earnings. Chung, Elder and Kim, 2010 found that firms with better corporate governance
have narrower spreads, higher market quality index, smaller price impact of
trade and lower probability of information-based trading. Given these results, they
suggested that firms may reduce information-based trading and improve stock market
liquidity by adopting corporate governance standards that mitigate informational
asymmetries.
Marnet (2008) suggested that conventional proposals to reform corporate governance
through legislation and codes of best practices, underestimate the pressures from conflicts
of interest and bias, which reputed intermediaries face in their interaction with colleagues
and clients. He also discussed research questions regarding the independence of boards of
directors and external auditors.
Cai et al. (2009) observed the impact of asymmetric information on three mechanisms
of corporate governance:
1
They found firms facing greater asymmetric information tend to use less intensive board
monitoring but rely more on market discipline and CEO incentive compensation. They
suggested that regulators should use caution when imposing uniform requirements on
firms corporate governance.
Cormier et al. (2010) investigated the impact of governance on information
asymmetry between managers and investors, and found that a firms governance maps in
to the level of information asymmetry between the managers and investors. They found
that governance disclosures reduce information asymmetry.
Bruno and Claessens (2010) observed that company-level corporate governance
practices and country-level legal investor protection jointly affect company performance.
They suggested that beyond a threshold level of country development, stringent
regulation hurts the performance of well governed companies or has a neutral effect for
poorly governed companies.
28
29
Board effectiveness
CORPORATE
GOVERNANCE
DEMANDS
Disclosure requirements
Results in
improved
quantity and
quality of
information
disclosures to
traders
Improves liquidity
Reduces volatility
H1
Reduces
information
asymmetry
30
H2b Higher promoter holding will not have any impact on stock liquidity.
access to information
information content
board structure
31
A few authors used corporate governance ratings given by independent rating agencies
(Mitton, 2004). Bruno and Claessens (2010) used the Institutional Shareholder Services
(ISS) data to measure and assess firm-level corporate governance attributes of cross
sectional firms.
Tang and Wang (2011) constructed an overall governance index for all the listed
firms in China, to measure the quality of corporate governance, based on the disclosed
governance-related information in their annual financial reports. They have assessed the
impact of governance using the fixed effects model of panel data analysis.
Ammann et al. (2011) used the principle component analysis to identify key
governance variables that can be included in the index. They used the dynamic panel
GMM (generalised method of moments) to analyse cross country and time effects in the
corporate governance data of 23 countries. All these papers use additive indices, giving
equal weightage to each considered governance attribute.
For this paper, the CGI was constructed from the data provided in the corporate
governance reports published as part of Annual reports of the listed companies in India.
Though Ammann et al. (2011) used 64 attributes to measure the index, it was found that
in the Indian context, most of the information reported in the governance report/ website
is standardised across firms as it is mandatory for the companies to report what is
required by Clause 49 of listing requirement.
Hence, the 13 governance attributes that exhibited variance across the firm level were
considered for the purpose of constructing this index. These attributes broadly cover
Board composition and independence, Board performance measured from the attendance
in meetings, effectiveness of governance committee structure and access to information.
These variables have been grouped into two categories for the purpose of scoring.
Set 1: Based on the following variables the governance practices of the companies
have been rated as poor, good and very good. A score of 3 has been given if they
were found to be very good and 2 and 1 respectively for good and poor rating.
List of variables:
1 % of the number of non-executive independent directors in the board
2 number of board meetings
3 % of independent directors attendance in board meetings
4 % of independent directors attendance in the annual general meeting
5 number of audit committee meetings
6 number of members in audit committee meetings
7 % of audit committee members attendance in the audit committee meetings
8 chairman of the company (whether executive/non-executive/independent
director).
32
The total corporate governance score has been obtained by the summation of the scores
of all the attributes. Thus, the maximum total score a firm can get is 34. Using this score
as a proxy for firm level governance, cross sectional analysis was made with the help of
ordinary least squares (OLS) regression.
LIQi = + CGI i +
Apart from the composite corporate governance score, the issues related to directors pay
benefits and compensation have been deliberated in the recent governance literature.
Hence, total directors remuneration has been considered as an independent variable to
assess cross firm variation in stock liquidity.
Another governance attribute assessed independently was the ownership pattern. The
age of share holding by various groups of owners has been taken as an independent
variable. The impact of share holdings by promoters, domestic institutions, foreign
institutional investors and retail investors upon the liquidity of the stock has been
analysed in this paper.
33
of price to order flow. Marcelo and Quiros (2006) commented that the illiquidity ratio has
a strong theoretical appeal and considers it the best proxy for illiquidity.
Daily return : R =
( P1 P0 )
P0
(1)
where R is the daily return, P1 is the current days closing price and P0 is the previous
days closing price. The absolute values of these returns were taken to compute the
following illiquidity ratio:
Stock illiquidity =
Riyd
VOLDiyd
(2)
where Riyd is the return on stock i on day d of year y and VOLDiyd is the respective daily
volume in rupees (Amihud, 2002).
This value was then multiplied by 108 to aid in computational convenience. This was
then averaged over the period of working days in the financial year
Diy
ILLIQiy = 1 Diy
iyd
VOLDiyd
(3)
t =1
Another variant of the Amihud illiquidity has been formulated by Bortolotti et al. (2007).
Here illiquidity is computed as the ratio of the absolute return to turnover.
For the purpose of this paper, the Bortolotti et al. (2007) version of the Amihud ratio
was calculated (hereafter called the modified Amihud ratio):
ILLIQ = D 1
Riyd
TURNOVERdt
(4)
The modified Amihud ratio was calculated as the ratio between the absolute daily return
and the daily turnover ratio as calculated above. Turnover in this case is equal to the total
value of shares traded scaled by total daily market capitalisation; this was averaged over
the period of the total working days in the financial year.
A high value of this measure indicates that the market is illiquid because there is a
considerable price change in the stock in response to a comparatively small change in the
turnover.
Empirical results
34
companies nearly 50% of companies had a non-executive chairman, while the other
50% of them are promoter non-executives.
Table 1
DS
TND
NEPD
NNEPD
NNIPD
Mean
11
76
Median
11
50
Mode
11
50
Maximum
22
11
86
Minimum
13
IDPA
NAM MAC
66
78
67
60
100
40
100
100
11
Notes: Legend:
DS descriptive statistics
TND total number of directors
EPD number of executive promoter directors
NNEPD number of non-executive promoter directors
NNIPD number of non-executive independent directors
PID percentage of independent directors in the board
TBM total number of board meetings
IDPB independent directors percentage attendance in board meetings
IDPA independent directors percentage attendance in annual general meeting
NAM number of audit meetings
MAC number of members in audit committee.
Table 2
Chairmanship of companies
Executive directors
26
Executive promoters
19
Non-executive promoters
21
24
Total sample
90
Board effectiveness can also be assessed from the functioning of the sub-committees
and their reviews. All the sample companies had audit committees, shareholders
grievance committees and remuneration committees. The meeting schedules, agenda and
participation have been disclosed in their governance reports.
The reforms also resulted in a significant improvement in the disclosure practices of
Indian companies. The relevant information regarding important corporate actions is
made available through their web pages of investor relations. Further information about
the board meetings, directors profiles, chairmans speeches, CEO interviews, press
meetings and analysts reports are posted on the companies websites.
35
Mean
24
Median
25
Mode
26
Minimum
16
Maximum
30
Count
90
Mean
24
Dependent Independent
variable
variable
R
square
IR
0.042
3.7288
CGI
Significance F Coefficients
0.0568
1.3849
t stat
P-value
1.93
0.056
MAR
CGI
0.0469
4.1864
0.0438
25.3777
2.04
0.043
MAR
TDR
0.0179
1.4199
0.2370
1.91334
1.91
0.237
To moderate the differences in the firm size, total assets were considered as a controlling
variable. Table 5 reports the interaction between the firm size and stock liquidity. Firm
size had a negative impact on illiquidity ratio indicating that the bigger the firm, the
higher the liquidity. The modified ratio also had a negative impact; however it is not
statistically significant. While computing the modified Amihud ratio, the turnover is
scaled to the size of market capitalisation and this turnover rate is taken as the
denominator. In this context the firm size gets moderated while computing the modified
Amihud ratio. Hence, firm size did not show additional significant impact on the stock
liquidity.
36
Table 5
Dependent Independent
variable
variable
R
square
Significance F Coefficients
t stat
P-value
IR
TA
0.045
4.1487
0.0447
0.0001
2.0368
0.0447
MAR
TA
0.0027
0.2367
0.6278
0.0004
0.4866
0.6278
Table 6 contains the results of the multivariate tests incorporating the total assets to
control firm size. The impact of CG score is still statistically significant confirming this
studys Hypothesis 1.
Table 6
Impact of corporate governance up on the stock liquidity controlling for firm size
Dependent Independent
variable
variable
R
square
MAR
0.0477
2.105
CG
Significance F Coefficients
0.1282
TA
t stat
P-value
24.9423
1.982
0.050
0.0003
0.263
0.792
Note: Modified Amihud ratio and CGI controlling for firm size.
Table 7
Promoters
holding (%)
Foreign institutional
investors (%) non-promoters
Domestic
institutions
Other
investors
Mean
Median
Minimum
Maximum
Count
50
50
0
99
90
18
15
0
65
90
13
11
1
43
90
19
18
0
78
90
Family
holdings (%)
Government
holdings (%)
Foreign
promoter (%)
Joint
ventures
(%)
Mean
46
73
54
51
Median
46
76
53
53
Minimum
51
37
18
Maximum
90
99
68
80
Count
62
12
B: Promoter categories
Particulars
C: Promoter codes
Type of promoter
Number of companies
Indian
62
Foreign
Government
12
Joint venture
Total
7
90
37
Promoters holdings and stock liquidity OLS estimates using illiquidity ratio
Dependent Independent
variable
variable
R
square
IR
IR
0.0072
0.0564
0.6338
2.5994
0.4281
0.0801
0.0217
0.9644
0.3853
0.0806
2.5132
0.0638
IR
IR
TPH
TA
PHP
TPH
TOP
TA
PHP
Significance F Coefficients
TOP
t stat
P-value
0.0787
0.0001
0.0997
0.0967
2.554
0.0001
0.1255
0.7961
2.1306
1.0236
0.9681
1.1371
2.3475
1.2781
0.428
0.035
0.308
0.335
0.258
0.021
0.204
3.3341
1.5051
0.136
Promoters holdings and stock liquidity OLS estimates using modified Amihud ratio
Dependent Independent
variable
variable
R
square
MAR
TPH
0.158
16.5134
0.0001
MAR
TPH
TOP
TA
PHP
TA
PHP
0.195
10.5343
0.0001
0.0564
2.5994
0.0801
0.1758
6.1166
0.0008
35.7905
MAR
MAR
TOP
Significance F Coefficients
t stat
P-value
6.413
4.0637
0.0001
3.7751
113.54
0.0001
0.0997
0.0009
6.8423
1.8529
1.9984
2.1306
1.0236
1.0822
4.2437
0.0673
0.0488
0.0359
0.3089
0.2822
0.0001
0.9842
0.3278
38
Table 10 presents the regression results between the FII holdings and stock
liquidity. Higher investments from FII improve stock liquidity. This relationship was not
found in the initial illiquidity ratio. The FII investments had statistically significant
negative impact on the stock modified Amihud ratio. This implies that higher FII
investments contribute to increased stock liquidity. This confirms Hypothesis 2b of this
study.
Table 10
Dependent Independent
variable
variable
R
square
IR
FII
0.0017
0.1525
0.6971
IR
FII
0.0491
2.2458
0.1119
Significance F Coefficients
TA
MAR
FII
0.0814
7.8025
0.0064
MAR
FII
0.0881
4.2032
0.0181
TA
t stat
P-value
0.0649
0.390
0.697
0.1001
0.610
0.543
0.0001
2.081
0.040
7.7231
2.793
0.006
7.9522
2.854
0.005
0.0007
0.797
0.427
Dependent Independent
variable
variable
R
square
IR
DII
0.0024
0.2116
0.6466
MAR
DII
0.0271
2.4526
0.1209
Significance F Coefficients
t stat
P-value
0.1021
0.46
0.646
5.9524
1.56
0.120
MAR
OI
0.0271
8.4594
0.0046
9.1955
2.90
0.004
MAR
DII
0.0954
4.5865
0.0128
3.2914
0.85
0.392
8.4288
2.56
0.012
OI
Table 12 presents the correlation matrix between the different owners of equity
capital. Promoters holdings had a significant negative relationship with all the
other groups. It was found that the higher the promoters holdings, the lower the
contribution from the foreign institutional investors, domestic institutional investors and
the retail investors. Also, higher promoters holdings result in lower dispersion in
ownership.
Correlations
PR
PR
39
Pearson correlation
FII
DII
OI
Sig. (2-tailed)
FII
DII
OI
90
Pearson correlation
.638
Sig. (2-tailed)
.000
90
90
Pearson correlation
.599
.020
Sig. (2-tailed)
.000
.854
90
90
90
Pearson correlation
.678
.063
.271
Sig. (2-tailed)
.000
.554
.010
90
90
90
1
90
Dependent variable
Amihud illiquidity ratio
Modified illiquidity ratio
Independent variable
Regression coefficient
P-value
Promoter holding
0.1933
0.001
0.905
0.001
Promoter holding
0.1292
0.001
The promoters holdings as well as the shares cornered by domestic institutions were not
traded widely. Higher holding by these groups resulted in higher illiquidity ratio,
implying less stock liquidity.
Table 14
Dependent variable
Independent variable
Regression coefficient
P-value
FII
0.227
0.923
FII
0.298
0.816
FII had a negative impact on the illiquidity ratio; however, this relationship is not
statistically significant. This implies that higher FII results in higher liquidity in the stock
market.
40
Concluding remarks
This study examines the relationship between the firm level corporate governance and
stock liquidity in the Indian market. The CGI was constructed through the content
analysis of annual corporate governance reports of the listed Indian companies. This
study used the illiquidity ratio suggested by Amihud (2002) and its modified form used
by Bortolotti et al. (2007) to measure the stock liquidity. It was empirically observed that
corporate governance had a positive impact on stock liquidity, because better governed
companies had higher liquidity. One positive finding for the cross section of governance
players (both for policy makers as well as the listed companies) is that a decade of
governance reforms has definitely been beneficial for the firms adhering to good
governance practices. Further, this study examined the relationship between the
ownership pattern and the stock liquidity, and found that higher promoter holdings reduce
stock liquidity. These results support the arguments made by Welker (1995) and Chung
(2010) regarding ownership dispersion. The results also validate and strengthen the belief
that foreign institutional investors and their investments provide liquidity to emerging
stock markets like India. This study supports the theory postulated by Gaspar and Massa
(2007) that ownership dispersion is essential for improving the stock liquidity.
References
Amihud, Y. (2002) Illiquidity and stock returns: cross-section and time-series effects, Journal of
Financial Markets, Vol. 5, No. 1, pp.3156.
Ammann, M., Oesch, D. and Schmid, M. (2011) Corporate governance and firm value:
International evidence, Journal of Empirical Finance, Vol. 18, No. 1, pp.3655.
Bacidore, J. and Sofianos, G. (2002) Liquidity provision and specialist trading in NYSE-listed
non-U.S. stocks, Journal of Financial Economics, Vol. 63, No. 1, pp.133158.
Bae, K. and Goyal, V. (2010) Equity market liberalization and corporate governance, Journal of
Corporate Finance, Vol. 16, No. 5, pp.609621.
Becht, M. (1999) European corporate governance: trading of liquidity against control, European
Economic Review, Vol. 43, Nos. 46, pp.10711083.
Black, B., Jang, H. and Kim, W. (2005) Does corporate governance affect firms market values?
Evidence from Korea, Working paper, Stanford University Law School.
Bortolotti, B., De Jong, F., Nicodano, G. and Schindele, I. (2007) Privatization and stock market
liquidity, Journal of Banking & Finance, Vol. 31, No. 2, pp.297316.
41
42
Jo, H. and Pan, C. (2009) Why are firms with entrenched managers more likely to pay dividends?,
Review of Accounting and Finance, Vol. 8, No. 1, pp.87116.
Kanagaretnam, K., Lobo, G. and Whalen, D. (2007) Does good governance reduce information
asymmetry around quarterly earnings announcements?, Journal of Accounting and Public
Policy, Vol. 26, No. 4, pp.497522.
Kyle, A. (1985) Continuous auctions and insider trading, Econometrica, Vol. 53, No. 6,
pp.13151335.
Larcker, D., Ormazabal, G. and Taylor, D. (2011) The market reaction to corporate governance
regulation, Journal of Financial Economics, Vol. 101, No. 2, pp.431448.
Marcelo, J. and Quiros, M. (2006) The role of an illiquidity risk factor in asset pricing: empirical
evidence from the Spanish stock market, The Quarterly Review of Economics and Finance,
Vol. 46, No. 2, pp.254267.
Marnet, O. (2008) Behavior and rationality in corporate governance, International Journal of
Behavioral Accounting and Finance, Vol. 1, No. 1, pp.422.
Mitton, T. (2004) Corporate governance and dividend policy in emerging markets, Emerging
Markets Review, Vol. 5, No. 4, pp.409426.
Officer, M. (2006) Dividend policy, dividend initiations, and governance, Working paper,
University of Southern California, Los Angeles, CA.
Price, R., Romn, F. and Rountree, B. (2011) The impact of governance reform on performance
and transparency, Journal of Financial Economics, Vol. 99, No. 1, pp.7696.
Rhee, S. and Wang, J. (2009) Foreign institutional ownership and stock market liquidity: evidence
from Indonesia, Journal of Banking & Finance, Vol. 33, No. 7, pp.13121324.
Shen, C. and Lin, L. (2010) The impact of corporate governance on the relationship between
fundamental information analysis and stock returns, Emerging Markets Finance & Trade,
Vol. 46, No. 5, pp.90105.
Tang, K. and Wang, C. (2011) Corporate governance and firm liquidity: evidence from the
Chinese stock market, Emerging Markets Finance & Trade, Vol. 47, No. 1, pp.4760.
Welker, M. (1995) Disclosure policy, information asymmetry and liquidity in equity markets,
Contemporary Accounting Research, Vol. 11, No. 2, pp.801827.
Notes
1
This paper is presented in 2nd finance and corporate governance conference organised by
La Trobe University at Melbourne, Australia during the 28th and 29th of April, 2011.
Appendix 1
Table A1
Particulars
Number of non-executive independent
directors in total (percentage)
Scoring scheme
30%50% 1
50%65% 2
Above 65% 3
Same 1
Different 2
4 and less than 4 score 1
56 score 2
Higher than 7 score 3
Not given 0
Less than 75% score 1
76%90% score 2
91% and above score 3
Chairman of company
Independent non-executive 3
Independent executive 2
Promoter executive 1
Not given 1
Not given 1
Given 2
Given 2
Compensation committee
Absent 1
Present 2
Not given 1
Given 2
43
44
Appendix 2
Table A2
Number of companies
Foreign promoters
12
Tata Group
Reliance Group
Adani Group
HDFC Group
Vedanta Group
40
90
Appendix 3
Table A3
Sr. no.
Industry name
No. of companies
Automobile ancillaries
Banking services
11
Cement
Commercial complexes
Commercial vehicles
10
Computer software
11
12
13
14
Dairy products
15
Diversified
16
17
Electricity distribution
18
Electricity generation
19
Fertilisers
45
Sr. no.
Industry name
No. of companies
20
21
22
Housing construction
23
24
Industrial construction
25
Infrastructural construction
26
27
Investment services
28
29
Media-broadcasting
30
Minerals
31
32
33
34
Pesticides
35
Refinery
36
37
Steel
38
Synthetic textiles
39
Tea
40
Telecommunication services
41
Tobacco products
42
Trading
43
Total
2
100