公司治理解構和法人說明會之關連性研究

Corporate Governance and Conference Calls

造成東亞地區金融危機和融資成本較高的原因之一，在於資訊揭露較不透明，且股權集中於控制股東，使得資訊不對稱之問題存在於控制股東與小股東之間。本研究即在探討公司之股權結構對於事後是否召開法人說明會的影響。實證結果發現：當公司的控制股東控制權與現金流量權的偏離程度愈大時，管理當局較不願意召開法人說明會。且當控制股東成員擔任董事席次比率愈高時，管理當局召開法人說明會的機率也愈低。顯示出控制股東的股權結構愈偏離與介入董事會程度愈深時，控制股東負的侵占誘因愈強，為掩飾其剝削行為，因此較不可能召開法人說明會，也使得公司的資訊揭露較不透明。但當公司存在次大股東時，公司召開法人說明會的機率較高，亦即，當公司存在次大股東時，對於公司揭露之政策有正面之影響。

Publicly listed firms in East Asia typically have low levels of corporate transparency and are not motivated to disclose proprietary information to the investing public. This leads to high financing costs and thus poses a potential threat to the competitiveness of East Asian firms. One of the most frequently cited reasons for the low level of transparency and disclosure quality is poor corporate governance structures in this region. Particularly, the concentration of corporate ownership has created agency conflicts between minority shareholders and controlling owner, who generally has control rights in excess of their cash flow rights via pyramid and cross-shareholdings. This provides controlling owners and top managers with the ability to extract private control benefits at the expense of minority shareholders and the incentives to conceal their private control benefits from outsiders. In this study, we explore the association between ownership structure and the likelihood of holding conference calls, an important medium for voluntary disclosure, in Taiwan. We first examine whether firms are more likely to hold conference calls as the control divergence of the controlling owner decreases. We expect that firms with greater controlcash flow rights divergence are less likely to host voluntary conference calls. Secondly, we investigate the effect of the board composition on the decision to hold conference calls. We extend prior literature on board effectiveness by exploring the effect of the proportion of board seats occupied by controlling owner’s family on the likelihood and the frequency of holding conference calls. Finally, we examine the effect of the second largest stockholders on the decision of holding conference calls and expect that firms with shareholders who meet the criteria to have standing to sue under Corporate Law 214 are more likely to host conference calls than firms which do not have shareholders with the standing to sue. Our empirical results show that firms with less control divergence are more likely to conduct conference calls and conduct them more frequently than firms with more serious agency problems. Secondly, the likelihood and frequency of hosting conference calls are negatively related to the percentage of controlling owners’ seats on the board. Finally, firms that have at least one shareholder with the standing to sue under Taiwan Corporate Law 214 are more likely to conduct conference calls and conduct them more frequently than other firms, suggesting that second largest shareholders monitor firms to increase voluntary disclosure. Overall, this study provides evidence that the corporate governance mechanisms under concentrated ownership structure have an impact on firms’ decision to hold conference calls. This study makes several contributions. First, it leads to a better understanding of the effect of corporate governance mechanisms on voluntary disclosure policy in a context of concentrated ownership structure. Second, this study sheds light on the determinants of holding conference calls in Taiwan. Third, our findings provide insights for East Asian policy makers and regulators about the effects of concentrated ownership in the East Asian region on corporate disclosure policy.