Corporate governance and firm performance : the case of UK

The subject of corporate governance and corporate performance has been widely discussed and examined over the last two decades. A great deal of change has developed within British Boardrooms since the emergence of the Cadbury Committee Report in 1992. UK Corporate Governance reforms over the years have been consistently developed where an increase in the number of non-executive directors on board, their roles and their effectiveness, was evident throughout the development of these reports. For instance, the Cadbury Report set a minimum of three non-executive directors for each company. Also, the independent non-executive director has become the catalyst for better performance since it has been recommended by the 1998 Combined Code that at least one-third of the board is to be independent and increased to half by the 2003 Combined Code. Although it has been evident that the level of compliance by companies has increased, the relationship between firm performance and corporate governance has been mixed and inconclusive in previous research. A large number of empirical works found no clear link between firm performance and corporate governance. There is an argument posited by scholars that better firm performance is achieved in well-governed firms. Therefore, the main question addressed in this thesis is whether a relationship exists between internal corporate governance mechanisms and performance of FTSE All shares non-financial firms listed on London Stock Exchange for a period 2005 to 2010. It specifically looks at the link between firm performance (measured as Tobin’s Q and Return on Assets (ROA) and board characteristics (board size, independent directors, CEO duality and Audit committee), managerial ownership, executive remuneration and financial policies (Debt and Dividend) as governance mechanisms. This study will draw upon the agency theory to test whether the hypothesised relationships exist between firm performance and corporate governance mechanisms in the UK. Ordinary Least Square (OLS) regression analysis produced mixed results. According to OLS regressions, the results provide some evidence of a relationship between some governance mechanisms and firm performance. In general, based on market measures (Tobin’s’ Q), some governance mechanisms (independent directors, board size (apart from in 2006), role, managerial ownership (apart from in 2008), executive remuneration and debt (apart from in 2005)) positively relate to firm performance, while audit (apart from in 2010) negatively relates to firm performance. However dividend pay-out produced mixed results. Based on accounting measures (ROA), independent directors (apart from in 2010), role (apart from in 2006), managerial ownership and executive remuneration positively relate to firm performance. Board size, audit and debt negatively relate to firm performance. However, dividend pay-out produced mixed results. Further analysis using two-stage least square regressions indicate that any causal effect runs from governance to firm performance rather than in the opposite direction. Overall, the findings of the research are period specific. Variables showing significant explanatory power at the start of the sample period may cease to be significant or change sign at the end of the sample period. In the corporate world corporate governance has been a growing issue and it has contributed to becoming a key business discipline in the management of companies. This study contributes to the increasing number of research studies on the link between firm performance and corporate governance. The lack of clarity, mixed and permanent relationships provided, show that the association between performance and different governance is complex and dynamic: optimal governance arrangements may differ from firm to firm in relation to board characteristics.