A Survey of Governance Disclosures Among U.S. Firms

33 Pages Posted: 9 Dec 2009

See all articles by Lori Holder-Webb

Lori Holder-Webb

Western New England University - Department of Accounting and Finance

Jeffrey R. Cohen

Boston College - Department of Accounting

Leda Nath

University of Wisconsin - Whitewater

David Wood

Boston College

Multiple version iconThere are 2 versions of this paper

Abstract

Recent years have featured a spate of regulatory action pertaining to the development and/or disclosure of corporate governance structures in response to financial scandals resulting in part from governance failures. Despite this attention there have been relatively few comprehensive studies of governance disclosure practices and response to the regulation. In this study, we examine a sample of 50 U.S. firms and their public disclosure packages from 2004. We find a high degree of variability in the presentation of and reporting format choices for many elements of the governance structure. This variability includes several items for which disclosure is mandated by regulators or legislative action. In particular, smaller firms offer fewer disclosures pertaining to independence, board selection procedures, and oversight of management (including whistle-blowing procedures). There are also trends associated with board characteristics: boards that are less independent offer fewer disclosures of independence and management oversight matters. Moreover, large firms provide more disclosures of independence standards, board selection procedures, audit committee matters, management control systems, other committee matters, and whistle-blowing procedures but do not appear to have a strictly superior information environment when compared to smaller firms. The findings raise questions about compliance with regulatory requirements and the degree to which conflicts of interest between managers and directors are being controlled. While there have been notable improvements in the information environment of governance disclosures, there remain structural issues that may possess negative ramifications for stakeholders.

Keywords: Disclosure, Corporate Governance, Non-financial Information, Governance Reporting, Ethics, SEC Regulation

JEL Classification: G34, G35, G38, G39, M14, M41, M45

Suggested Citation

Holder-Webb, Lori and Cohen, Jeffrey R. and Nath, Leda and Wood, David, A Survey of Governance Disclosures Among U.S. Firms. Journal of Business Ethics, Forthcoming. Available at SSRN: https://ssrn.com/abstract=1105220

Lori Holder-Webb (Contact Author)

Western New England University - Department of Accounting and Finance ( email )

United States

Jeffrey R. Cohen

Boston College - Department of Accounting ( email )

Carroll School of Management
140 Commonwealth Avenue
Chestnut Hill, MA 02467
United States
617-552-3165 (Phone)
617-552-2097 (Fax)

Leda Nath

University of Wisconsin - Whitewater ( email )

800 West Main St.
Whitewater, WI 53190-1790
United States

David Wood

Boston College ( email )

55 Lee Road
Chestnut Hill, MA 02467-3942
United States

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