Consensus on the Comply or Explain Principle
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Consensus on the Comply or Explain principle (IVOR nr. 86) 2012/5.6.2:5.6.2 Summary remarks on bivariate results
Consensus on the Comply or Explain principle (IVOR nr. 86) 2012/5.6.2
5.6.2 Summary remarks on bivariate results
Documentgegevens:
mr. J.G.C.M. Galle, datum 12-04-2012
- Datum
12-04-2012
- Auteur
mr. J.G.C.M. Galle
- JCDI
JCDI:ADS368004:1
- Vakgebied(en)
Ondernemingsrecht (V)
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Five hypotheses are tested in the section above, all concerning the level of compliance and successively time, judicial corporate governance arrangement, size, category-specific deviations and the reasons provided for deviations.
Time does matter; the longer the period of time during which the comply or explain principle has been applicable in a country (varying from 1 to 15 years), the better the level of compliance. Hence, the above time hypothesis is consistent. The judicial corporate governance arrangements involve pure self-regulation, the principle supported by non-statutory norms, the principle facilitated by statutory rules and meta-regulation. The ANOVA-test performed showed that differences in the levels of compliance between corporate governance arrangements occur. Hence, that hypothesis is correct too: the manner in which a comply or explain principle is embedded in a national corporate governance system does matter. It was expected that the stronger the principle is embedded, the higher the level of compliance and more sufficient the explanations for the deviations would be. However, the judicial corporate governance arrangement with the comply or explain principle embedded in non-statutory norms (e.g. listing rules) scored best. The size hypothesis is calculated by means of market capitalisation and stock exchange index. With respect to market capitalisation in general size does not matter, but when taking the quality of explanations into account size certainly does matter. Apparently larger companies do not necessarily have a higher compliance rate, but their deviations are explained more sufficiently than is the case for smaller companies. Taking the stock exchange index into account, companies quoted on the country's main stock exchange index have a higher level of compliance than companies listed on the first and subsequently second to main stock exchange index. Moreover, their explanations suffice more. Taking the reasons provided for deviations into account, the reasons that correlate best with the level of compliance are the more general reasons; which implies that the lower the level of compliance, the more general the explanations. And finally, the lower the level of compliance, the more deviations concerning the management board and its remuneration.
To sum up briefly and very generally: the period of time the comply or explain principle has been applicable does matter for the level of compliance, as well as the stock exchange and market capitalisation with respect to sufficient explanations. The principle embedded in non-statutory norms results in the highest compliance rates compared to the other judicial corporate governance arrangements. The lower the level of compliance, the more general the explanations and the more deviations with respect to the management board and its remuneration. The five hypotheses tested above are almost all deemed entirely or partly consistent and constitute a good starting point for the multivariate analysis below.