Determinants and impacts of directors' remuneration disclosure: evidence from Malaysian FTSE30 companies

Abstract

Directors’ remuneration has long attracted a great deal of attention from financial economists and academics due to its strategic role as a remedy to control agency problems. The key issue is the conflict between directors and shareholders on whether the remuneration is designed to maximise shareholders’ value or to favour directors, who run the company on behalf of the investors. However, the conflict can never be detected when the disclosure of remuneration is not transparent. The study was conducted in Malaysia which provides a distinctive research setting different from other developing countries because Malaysia has a disclosure exercise that is still far below best practice as well as a unique Malaysian cultural and institutional environment. Thus, the unusual combination of politics (government) dominated by Malays and business dominated by the minority Chinese provides an interesting background to explore the determinants and consequences of directors’ remuneration disclosure. This study’s novelty stands on the exploration of ownership structure and board diversity in determining directors’ remuneration disclosure, as well as the impact of disclosure towards firm value. The first chapter investigates the association between ownership structure and directors’ remuneration disclosure. A significant and negative association is noted between family ownership and remuneration disclosure, suggesting that the traditional family control in Malaysia continue to be dominating outweighing the necessity of public disclosure. Moreover, this study encountered a non-linear relationship between government ownership and remuneration disclosure, indicating that the disclosure of directors’ remuneration is positive up to a certain level of government ownership but reduces as government ownership increases. Evidently, directors in government-owned companies are being extra vigilant in disclosing their remuneration due to the political and personal security reasons, particularly post the 12th general election of Malaysia in 2008 that witnessed the government lose its two-thirds majority in parliament for the first time after 40 years. The second chapter examines how board diversity influences disclosure. The study found that only age diversity is significantly and negatively associated with directors’ remuneration disclosure, supporting the age stereotype that characterised old directors who are wise and wisdom. Hence, the adverse disclosure behaviour can be explained by their ability to credibly withhold voluntary information and strategically disclose mandatory information on remuneration. Contrary to prior studies, this study found that ethnic diversity does not have a significant influence on directors’ remuneration disclosure possibly due to the equal number of Malay and non-Malay directors on board throughout the period under review. Interestingly, cultural convergence is also known to be a contributing factor as both ethnics exercise their belief in determining the level of strategic remuneration disclosure. In line with upper echelon theory, the presence of female directors is found to be an insignificant determinant of remuneration disclosure possibly due to their risk-averse personality in the high-risk disclosure area. The third chapter aims to assess the extent to which directors’ remuneration disclosure reflects information that is relevant to firm value. By using Tobin’s Q, this chapter shows that directors’ remuneration disclosure is value relevant in both financial and non-financial sectors among the FTSE30 companies. The finding implies that the market highly values directors’ remuneration disclosure as it signals board transparency and provides a window to overall governance quality of an organisation. This chapter proposes that commitment to directors’ remuneration disclosure has potential benefits that outweigh the risk of disclosing within the Malaysian context. Furthermore, this chapter explicitly addresses and justifies the potential endogeneity problem that has been ignored by typical accounting studies. Using the two-stage least squares (2SLS) technique to control for the endogeneity of voluntary remuneration disclosure in assessing its impact on firm value, findings from the robustness analysis carried out suggest that the empirical results reported are robust to potential endogeneity problems. Finally, this study provides two practical implications. First, it provides a disclosure incentive for directors to make better remuneration disclosure in the annual report. Despite that there is evidence of hesitancy to disclose due to the political volatility in Malaysia subsequent to the 12th general election in 2008, the market significantly values directors’ remuneration disclosure as it signals good governance practice by the company as well as great reputation portrayed by the board members. More specifically, this study encourages disclosure on directors’ remuneration as it positively affects firm value, in both financial and non-financial sectors. Secondly, this study offers essential guidelines for companies in determining the board composition. It suggests that a distinctive personality of each director can be a competitive advantage of a firm when it is properly transformed to make it congruent with the firm’s objective, in achieving maximum efficiency of decision-making. While age diversity is found to be significantly associated with directors’ remuneration disclosure, the remaining board diversity dimensions such as gender, and ethnicity are also significant in a condition when it is critically analysed using the upper echelon theory within the context of Malaysia. Overall, the study indicates the need to incorporate a diversified composition of the top decision-makers in deciding a strategic remuneration disclosure.