Corporate governance reform in a developing country : the case of Bangladesh
Sobhan, Md. Abdus
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Bangladesh reformed its corporate governance by adopting Bangladesh Corporate Governance Guidelines-2006 (the BCGG-2006 hereafter) due to pressures from international financial institutions (IFIs). However, there is huge controversy in prior literature regarding the IFIs’ suggested reform initiatives. The thesis asks specific research questions: RQ1. Do institutional investors and bankers in Bangladesh perceive that the level of compliance with the BCGG-2006 by the investee or borrowing company influences the investment and lending decisions respectively? RQ2.1. To what extent is the BCGG-2006 implemented in form rather than in substance? RQ2.2 Is there a relationship between the nature of compliance with the BCGC-2006 and firm performance? RQ3.1. To what extent does reported compliance with the BCGG-2006, as reported in annual reports, overstate underlying compliance with the BCGC-2006? RQ3.2 Does the overstatement of compliance reported in annual reports lead to a different relative ranking of a firm’s corporate governance structure? RQ3.3 What factors influence the overstatement of compliance with the BCG-2006 in annual reports? To investigate RQ1, an inductive approach is taken and data are collected by using semi-structured interviews of investment managers and credit rating analysts. In order to examine the remaining RQs, a deductive approach is taken and data are collected: (1) by using a structured survey questionnaire addressed to company secretaries or CFOs; and (2) from annual reports and stock exchanges. With respect to RQ1, this study finds (1) strong evidence that institutional investors and bankers perceive limited impact of corporate governance mechanisms recommended by the BCGG-2006 on investment and lending decisions respectively. In order to theorise the above findings, two theories: agency theory and the theory of path dependence are contrasted. Using a grounded theory coding, this study finds that (1) companies are locked in the path of control by sponsor families and sponsor families then impede the implementation of the BCGG-2006 and (2) institutional investors and bankers lock themselves in the path of name-based and relationship-based investment and lending practices which deters consideration of corporate governance mechanisms introduced by the BCGG-2006. Very few interviewees provide an explanation consistent with the agency theory. This evidence thus points more to the theory of path dependence than to agency theory. In relation to RQ2.1, this study finds that local privately-owned companies and government-owned companies either do not comply or comply in form but not in substance with the BCGG-2006, while subsidiaries of foreign multinational companies comply in form and in substance with the BCGG-2006. The relative strength of path dependence in local privately-owned companies and government-owned companies and subsidiaries of foreign multinational companies explains these results better than agency theory. The evidence with respect to RQ2.2 provides an indication that the nature of compliance with separation of the chairman and CEO, board independence and audit committee does not have an association with firm performance in case of local privately-owned companies. However, the evidence in relation to RQ2.2 provides an indication that the nature of compliance with the corporate governance mechanisms introduced by the BCGG-2006 makes a difference in firm performance in subsidiaries of foreign multinational companies. With respect to RQ3.1, it is found that companies overstate compliance with the BCGG-2006 in annual reports. With respect to RQ3.2, this study finds that the rank of a firm’s corporate governance is different when comparing compliance with the BCGG-2006 as reported in annual reports with compliance with the BCGG-2006 as stated in the survey. With respect to RQ3.3, it is found that overstatement of compliance is more pronounced with respect to less-observable provisions of the BCGG-2006, is positively associated with control by sponsor families and is negatively associated with control by institutional investors. This evidence is again more consistent with the theory of path dependence and institutional logic than agency theory. The findings of this thesis suggest that corporate governance researchers in developing countries should consider the role of path dependence rather than agency theory exclusively. This thesis also makes a methodological contribution by investigating overstatement of compliance with the BCGG-2006. The findings of this study may also assist regulators in developing countries and the IFIs in formulating future governance guidelines for developing countries.