Corporate transparency

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Corporate transparency describes the extent to which a corporation's actions are observable by outsiders. This is a consequence of regulation, local norms, and the set of information, privacy, and business policies concerning corporate decision-making and operations openness to employees, stakeholders, shareholders and the general public. From the perspective of outsiders, transparency can be defined simply as the perceived quality of intentionally shared information from the corporation. [1]

Contents

Recent research suggests there are three primary dimensions of corporate transparency: information disclosure, clarity, and accuracy. [1] To increment transparency, corporations infuse greater disclosure, clarity, and accuracy into their communications with stakeholders. For example, governance decisions to voluntarily share information related to the firm's ecological impact with environmental activists indicate disclosure; decisions to actively limit the use of technical terminology, fine print, or complicated mathematical notations in the firm's correspondence with suppliers and customers indicate clarity; and decisions to not bias, embellish, or otherwise distort known facts in the firm's communications with investors indicate accuracy. The strategic management of transparency, therefore, involves intentional modifications in disclosure, clarity, and accuracy to accomplish the firm's objectives. [1]

High levels of corporate transparency can have positive impact on companies. It is known that high levels of corporate transparency improve investment efficiency and resource allocation. Companies with great corporate transparency are expected to enjoy lower cost of external financing resulting in more opportunities for growth. Next, transparency can lead to better reflection of company specifications in the stock prices and greater extent of monitoring by outside investors. [2] Internally, corporate transparency has been shown to increase employee trust in the organization. [3] Among other benefits of corporate transparency are lower transaction costs and greater stock liquidity associated with lower cost of capital which in return correlates with an increase in the firm value. [4] On the other hand, low levels of corporate transparency are linked with moral hazard extracting firm resources for private benefit. This causes principal–agent problem and worsens firm performance. [5]

Standard & Poor's has included a definition of corporate transparency in its Gamma methodology aimed at analysis and assessment of corporate governance. As a part of this work, Standard & Poor's Governance Services publishes a transparency index which calculates the average score for the largest public companies in various countries.

Customer support transparency

Corporations may be transparent to investors, the public at large, and to customers.

Opening up the customer support channels may mean using a feedback tool which allows users to publicly vote on new developments, having an open internet forum, or actively responding to social media questions. [6]

European Union

Standards concerning corporate transparency in European Union are scrutinized under Directive 2014/95/EU, referred to as Non-Financial Reporting Directive (NFRD). Under this legislation companies have to disclose information regarding employed practices related to environmental protection, social responsibility and treatment of employees, respect for human rights, anti-corruption and bribery and diversity on company boards (in terms of age, gender, educational and professional background). By 2018, companies are required to include non-financial statements in their annual reports. It was found that 60% companies disclose their non-financial information in their annual reports in contrast to 40% favoring a separate document in 2019. [7]

Businesses with an obligation to publish such information are large public-interest companies with more than 500 employees, which amounts to approximately 6000 companies across European Union. Companies enjoy great flexibility how to disclose relevant information as they can either use international, European or national guidelines. For instance, they can use the UN Global Compact, the OECD guidelines for multinational enterprises or ISO 26000. [8] Despite enclosed suggestions for guidelines, none is referred to by more than 10% of companies. To better understand the situation, companies are expected to describe their business model in relation to sustainability and strategic risks. This might not be reality as only nearly a half of companies mentioned at least one strategic risk related to sustainability and only 7.2% further described how those risks were being addressed in 2019. The most frequently listed risks where related to climate change (24.9%), environmental challenges (23.9%) and labour issues (23.8%). [7]

As of 20 February 2020, the European Commission launched a public consultation on the review of the NFRD. [8]

China

In 2008, researchers found that value maximization might not be the ultimate goal of Chinese listed companies as a result of the Chinese government being the major shareholder of state-owned enterprises (SOE). Comparing listed companies in different markets, it seems that those with sound corporate governance practices tend to showcase relatively good performance, which was in contrast to the situation in the Chinese market. It was believed that implementation of new reforms would result in higher corporate transparency of Chinese firms. [9]

In 2002, the China Securities Regulatory Commission (CSRC) issued a code of corporate governance affecting practices and structures employed by Chinese firms. One year later, the CSRC allowed qualified foreign institutional investors (QFII) to enter the Chinese stock market. It was found that QFIIs have greater control over state shareholders in state-owned companies than domestic mutual funds and are more prone to act as unbiased monitoring body. [10]

Institutional ownership has positive effect on both, corporate governance transparency and accounting information transparency. However, there is not sufficient amount of evidence to support the claim that higher levels of corporate transparency lead to higher levels of institutional ownership in China. [11]

Taiwan

Corporate transparency in Taiwan is assessed using Information Disclosure and Transparency Ranking System (IDTRS) launched in 2003 by Securities and Futures Institute. Whole process is on voluntary basis with evaluation executed annually in two-stage process where the ranking committee and companies with possibility of expressing their opinions participate. [12]

Capital markets in Taiwan evolved over the recent decades from ones with insufficient protection of shareholders and stock market instability to markets with plausible transparency practices. [12] Establishing IDTRS has increased the level of corporate transparency and information disclosure by Taiwanese companies. Their motivation is driven by the likelihood of their transparency ranking being made public and possible consequences of such action. Disclosing more information mediates information asymmetry, prevents moral hazard and can lead to higher liquidity and lower cost of capital. Ultimately, IDTRS has been successful in stimulating companies to disclose more information, increasing firm value and improving quality of forecasts of firm's performance in stock market. [13]

United Kingdom

The United Kingdom government undertook consultation exercises in 2020 concerning proposed improvements to the quality and value of financial information on the UK companies register, the powers of the registrar and a ban on companies having corporate directors. It then issued a white paper on Corporate Transparency and Register Reform in February 2022, [14] which sought to reflect the government's responses to these consultations. [15]

United States

The Corporate Transparency Act, part of the National Defense Authorization Act for Fiscal Year 2021, introduced "beneficial ownership information reporting requirements" for companies in the United States. [16] On December 3, 2024, Amos Mazzant, Federal Judge for the United States District Court for the Eastern District of Texas enjoined the Government from enforcing the Corporate Transparency Act and its Implementing Regulations, including the beneficial ownership information reporting requirements. [17] On December 31, 2024, the U.S. Department of Justice appealed to the U.S. Supreme Court, seeking to stay the nationwide injunction. [18] The law would require businesses to disclose their beneficial owners to the U.S. Department of Treasury in an effort to curb illegal economic activities. [18]

Emerging countries

Countries with multi-party legislatures are associated with higher levels of corporate transparency. Furthermore, when a country transitions to multi-party legislature, opacity is expected to decrease.

Comparing democracies and authoritarian regimes, we can expect that firms are more transparent in democratic countries. Levels of corporate transparency are decreasing as we go from democracies to countries with semi-competitive authoritarian regimes. Lastly, firms in countries with non-competitive authoritarian regimes display the greatest opacity.

When a regime changes from non-competitive authoritarian one to semi-competitive, corporate transparency tends to improve. However, this trend does not hold if a country transitions from a semi-competitive authoritarian regime to democracy. [19]

See also

Related Research Articles

<span class="mw-page-title-main">Sarbanes–Oxley Act</span> 2002 U.S. law regarding corporate accounting

The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations. The act, Pub. L. 107–204 (text)(PDF), 116 Stat. 745, enacted July 30, 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" and more commonly called Sarbanes–Oxley, SOX or Sarbox, contains eleven sections that place requirements on all U.S. public company boards of directors and management and public accounting firms. A number of provisions of the Act also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation.

Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders.

<span class="mw-page-title-main">Corporate social responsibility</span> Form of corporate self-regulation aimed at contributing to social or charitable goals

Corporate social responsibility (CSR) or corporate social impact is a form of international private business self-regulation which aims to contribute to societal goals of a philanthropic, activist, or charitable nature by engaging in, with, or supporting professional service volunteering through pro bono programs, community development, administering monetary grants to non-profit organizations for the public benefit, or to conduct ethically oriented business and investment practices. While once it was possible to describe CSR as an internal organizational policy or a corporate ethic strategy similar to what is now known today as Environmental, Social, Governance (ESG); that time has passed as various companies have pledged to go beyond that or have been mandated or incentivized by governments to have a better impact on the surrounding community. In addition, national and international standards, laws, and business models have been developed to facilitate and incentivize this phenomenon. Various organizations have used their authority to push it beyond individual or industry-wide initiatives. In contrast, it has been considered a form of corporate self-regulation for some time, over the last decade or so it has moved considerably from voluntary decisions at the level of individual organizations to mandatory schemes at regional, national, and international levels. Moreover, scholars and firms are using the term "creating shared value", an extension of corporate social responsibility, to explain ways of doing business in a socially responsible way while making profits.

<span class="mw-page-title-main">Banking regulation and supervision</span> Policy framework for credit institutions

Banking regulation and supervision refers to a form of financial regulation which subjects banks to certain requirements, restrictions and guidelines, enforced by a financial regulatory authority generally referred to as banking supervisor, with semantic variations across jurisdictions. By and large, banking regulation and supervision aims at ensuring that banks are safe and sound and at fostering market transparency between banks and the individuals and corporations with whom they conduct business.

Sustainability reporting refers to the disclosure, whether voluntary, solicited, or required, of non-financial performance information to outsiders of the organization. Sustainability reporting deals with qualitative and quantitative information concerning environmental, social, economic and governance issues. These are the criteria often gathered under the acronym ESG.

<span class="mw-page-title-main">Beneficial ownership</span> Legal term

In domestic and international commercial law, a beneficial owner is a natural person or persons who ultimately owns or controls an interest in a legal entity or arrangement, such as a company, a trust, or a foundation. Legal owners, commonly described as the "registered owners", may hold those interests as beneficial owners or for the benefit of someone else, in which case they may be described as a "nominee".

<span class="mw-page-title-main">Global Reporting Initiative</span> International standards organization

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The CDP is an international non-profit organisation based in the United Kingdom, Japan, India, China, Germany, Brazil and the United States that helps companies, cities, states, regions and public authorities disclose their environmental impact. It aims to make environmental reporting and risk management a business norm, driving disclosure, insight, and action towards a sustainable economy. In 2022, nearly 18,700 organizations disclosed their environmental information through CDP.

<span class="mw-page-title-main">Corporate sustainability</span> Business strategy that focuses on sustainability as a core aspect of the business

Corporate sustainability is an approach aiming to create long-term stakeholder value through the implementation of a business strategy that focuses on the ethical, social, environmental, cultural, and economic dimensions of doing business. The strategies created are intended to foster longevity, transparency, and proper employee development within business organizations. Firms will often express their commitment to corporate sustainability through a statement of Corporate Sustainability Standards (CSS), which are usually policies and measures that aim to meet, or exceed, minimum regulatory requirements.

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Executive compensation is composed of both the financial compensation and other non-financial benefits received by an executive from their employing firm in return for their service. It is typically a mixture of fixed salary, variable performance-based bonuses and benefits and other perquisites all ideally configured to take into account government regulations, tax law, the desires of the organization and the executive.

Environmental, social, and governance (ESG) is shorthand for an investing principle that prioritizes environmental issues, social issues, and corporate governance. Investing with ESG considerations is sometimes referred to as responsible investing or, in more proactive cases, impact investing.

A directors' report is a document produced by the board of directors, which details the state of the company and its compliance with a set of financial, accounting and corporate social responsibility standards. It is usually produced annually and must be disclosed to the public. They are required by law or regulation in a number of countries, this includes the United Kingdom, the European Union, Australia and New Zealand. They have become more important since the start of the environmental, social, and governance (ESG) movement in investing. In the United Kingdom, the production of the directors report is a requirement of UK company law.

Comply or explain is a regulatory approach used in the United Kingdom, Germany, the Netherlands and other countries in the field of corporate governance and financial supervision. Rather than setting out binding laws, government regulators set out a code, which listed companies may either comply with, or if they do not comply, explain publicly why they do not.

Voluntary disclosure is the provision of information by a company's management beyond requirements such as generally accepted accounting principles and Securities and Exchange Commission rules, where the information is believed to be relevant to the decision-making of users of the company's annual reports.

<span class="mw-page-title-main">National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business</span>

India's National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) were released by the Ministry of Corporate Affairs (MCA) in July 2011 by Mr. Murli Deora, the former Honourable Minister for Corporate Affairs. The national framework on Business Responsibility is essentially a set of nine principles that offer businesses an Indian understanding and approach to inculcating responsible business conduct.

Transparency of media ownership is the public availability of accurate, comprehensive and up-to-date information about media ownership structures. A legal regime guaranteeing transparency of media ownership makes possible for the public as well as for media authorities to find out who effectively owns, controls and influences the media as well as media influence on political parties or state bodies. The disclosure of media ownership can be prescribed by generic regulation or by media-specific provision. Such measures may mandate the disclosure of information on media ownership structures to specific authorities or to the general public.

Sustainable finance is the set of practices, standards, norms, regulations and products that pursue financial returns alongside environmental and/or social objectives. It is sometimes used interchangeably with Environmental, Social & Governance (ESG) investing. However, many distinguish between ESG integration for better risk-adjusted returns and a broader field of sustainable finance that also includes impact investing, social finance and ethical investing.

The Task Force on Climate Related Financial Disclosures (TCFD) provides information to investors about what companies are doing to mitigate the risks of climate change, as well as be transparent about the way in which they are governed. It was established in December 2015 by the Group of 20 (G20) and the Financial Stability Board (FSB), and is chaired by Michael Bloomberg. It consists of governance, strategy, risk management, and metrics and targets. It will become mandatory for companies to report on these disclosures by 2025 in the UK, although some companies will have to report earlier.

Paul A. Griffin is an accountant, academic, and author. He is Distinguished Professor Emeritus at the Graduate School of Management, University of California, Davis.

References

  1. 1 2 3 Schnackenberg, Andrew K.; Tomlinson, Edward C. (9 July 2016). "Organizational Transparency". Journal of Management. 42 (7): 1784–1810. doi:10.1177/0149206314525202. S2CID   144442748.
  2. ↑ FRANCIS, JERE R.; HUANG, SHAWN; KHURANA, INDER K.; PEREIRA, RAYNOLDE (September 2009). "Does Corporate Transparency Contribute to Efficient Resource Allocation?". Journal of Accounting Research. 47 (4): 943–989. doi:10.1111/j.1475-679X.2009.00340.x. S2CID   17890141.
  3. ↑ Schnackenberg, Andrew K.; Tomlinson, Edward C.; Coen, Corinne (27 June 2020). "The dimensional structure of transparency: A construct validation of transparency as disclosure, clarity, and accuracy in organizations". Human Relations. 74 (10): 1628–1660. doi:10.1177/0018726720933317. S2CID   225675340.
  4. ↑ LANG, MARK; LINS, KARL V.; MAFFETT, MARK (June 2012). "Transparency, Liquidity, and Valuation: International Evidence on When Transparency Matters Most". Journal of Accounting Research. 50 (3): 729–774. doi:10.1111/j.1475-679X.2012.00442.x. JSTOR   41477990. S2CID   154045000.
  5. ↑ Anderson, Ronald C.; Duru, Augustine; Reeb, David M. (May 2009). "Founders, heirs, and corporate opacity in the United States". Journal of Financial Economics. 92 (2): 205–222. doi:10.1016/j.jfineco.2008.04.006.
  6. ↑ Norris, Jon (2012-03-02). "The new, social rules of customer service". The Guardian. ISSN   0261-3077 . Retrieved 2016-10-01.
  7. 1 2 "The Alliance for Corporate Transparency Research Report 2019" (PDF). Alliance for Corporate Transparency. 2019. Retrieved 2020-04-25.
  8. 1 2 "Non-financial reporting". European Commission. Retrieved 24 April 2020.
  9. ↑ CHEUNG, Yan-Leung; JIANG, Ping; LIMPAPHAYOM, Piman; LU, Tong (September 2008). "Does corporate governance matter in China?". China Economic Review. 19 (3): 460–479. doi:10.1016/j.chieco.2008.01.002.
  10. ↑ Huang, Wei; Zhu, Tao (June 2015). "Foreign institutional investors and corporate governance in emerging markets: Evidence of a split-share structure reform in China". Journal of Corporate Finance. 32: 312–326. doi:10.1016/j.jcorpfin.2014.10.013. S2CID   3366775.
  11. ↑ Liu, Ningyue; Laing, Elaine; Cao, Yue; Zhang, Xiaofei (March 2018). "Institutional ownership and corporate transparency in China". Finance Research Letters. 24: 328–336. doi:10.1016/j.frl.2017.12.001.
  12. 1 2 Luan, Chin-Jung; Tien, Chengli (19 September 2019). "The Roots of Corporate Transparency: A Mediated Moderation Model to Predict Foreign Institutional Investment". Emerging Markets Finance and Trade. 56 (5): 1024–1042. doi:10.1080/1540496X.2019.1658066. S2CID   204441663.
  13. ↑ Chu, Chien-Chi; Ho, Kung-Cheng; Lo, Chia-Chun; Karathanasopoulos, Andreas; Jiang, I-Ming (25 September 2018). "Information disclosure, transparency ranking system and firms' value deviation: evidence from Taiwan". Review of Quantitative Finance and Accounting. 53 (3): 721–747. doi:10.1007/s11156-018-0764-z. S2CID   254985205.
  14. ↑ Department for Business, Energy and Industrial Strategy, Corporate Transparency and Register Reform White Paper, published February 2022, accessed 5 August 2023
  15. ↑ Department for Business and Trade and Department for Business, Energy and Industrial Strategy, Corporate transparency and register reform, published 28 February 2022, accessed 5 August 2023
  16. ↑ William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 as enacted, section 6403, accessed 20 July 2023
  17. ↑ [https://polsinelli.gjassets.com/content/uploads/2024/12/cta-v-garland-district-court-opinion-preliminary-injunction.pdf MEMORANDUM OPINION AND ORDER]
  18. 1 2 Wilson, Quinn (December 31, 2024). "US Asks Supreme Court to Unblock Corporate Transparency Act". Bloomberg Law . Retrieved January 17, 2025.
  19. ↑ Carney, Richard; Guedhami, Omrane; El Ghoul, Sadok; Chen, Ruiyuan (1 August 2019). "Political Institutions and Corporate Transparency in Emerging Economies". Academy of Management Proceedings. 2019 (1): 13061. doi:10.5465/AMBPP.2019.300. S2CID   201349701. SSRN   3135771.
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