Voluntary disclosures and corporate governance characteristics evidence from vietnam

Voluntary Disclosures and Corporate Governance Characteristics: Evidence from Vietnam Phuong Le Linh Nguyen International University, Vietnam National University HCMC, Vietnam Abstract Voluntary disclosure practice has become more important especially in developing markets where there is a lack of studies on voluntary disclosure and its determinants This research is conducted with the aim to provide a better understanding of voluntary disclosure and its relationship with corporate governance characteristics in Vietnam Our study is based on a sample of 100 largest market capitalization companies during a three- year period starting from 2014 to 2016 Analysis indicates a moderate extent of voluntary disclosure compared to other countries in different studies Foreign ownership is found to have a significantly positive link with the volume of voluntary disclosure The study also reveals significant relations between board independence, CEO separation, audit committee existence, audit quality and the extent of sub- categories of voluntary disclosure Interestingly, there are significantly positive links between audit committee presence, audit quality, foreign ownership and voluntary disclosure in the following year Our findings are expected to contribute to literature on voluntary disclosure in Vietnam They can be helpful for policy makers to gradually improve the voluntary disclosure practice as well as information asymmetry in Vietnam market Keywords: Voluntary Disclosure, Corporate Governance, Vietnam, VN100 1.Introduction After some worldwide accounting and financial reporting scandals like Enron, WorldCom, and Paramalat in 2012, scholars have raised ideas about the concept “corporate governance” The governance of a corporation is said to be the sum of actions forming its regulations which are complied with legislation, ownership and control (Cannon, 1994) According to Apostolou & Nanopoulos (2009), poor corporate governance was blame for most world crises In this thesis, it focuses on transparency and disclosure aspect, one of five pillars of good corporate governance Companies prove their transparency by disclosing as much information as possible through mandatory and voluntary disclosure Mandatory disclosure is to comply with laws and regulations, therefore all companies have to disclose all information required However, voluntary disclosure is based on the willingness of the managers, so it is needed to be studied more in accounting field Companies are encouraged to voluntarily supply additional information because it generates many benefits Corporations can lower their cost of capital when raising capital outside (Francis, Nanda, & Olsson, 2008) Firms can make their value increased by disclosing more information to the public (Healy & Palepu, 1993) It gives a good effect on companies’ reputation, attracts more investors, and lowers cost of capital when companies give out more information as doing this will distinguish companies form other competitors in the industry (Hawashe & Ruddock, 2014) It is not companies who benefit from voluntary disclosure, but investors and other stake holders gain benefits as well Disclosures increase market transparency which is considered as basic mechanism to reduce the information asymmetry among the participants in the market (Bleck & Liu, 2007) Investors always have uncertainty about the quality of firm as well as their securities, so they need adequate information value the firms, judge the opportunities and riskiness of their investments to come up to best investing decisions (Al- Janadi, Rahman, & Omar, 2013; Meek, Roberts, & Gray, 1995) Moreover, voluntary disclosure is believed to provide a clearer view about business’ sustainability, reduce agency conflicts between managers and investors (Boesso & Kumar, 2007; Healy & Palepu, 2001) The association between corporate governance and optional disclosures has become headlines in many journals in recent years There are many studies conducted in developed countries and most of them give mixed results S S Ho & Wong (2001) found that the existence of audit committee is significantly and positively related to the level of voluntary disclosure of listed firms in Hong Kong A significant association between some corporate governance variables and voluntary disclosure of Swedish companies was found by (Cooke, 1989) It is found that board composition and the extent of voluntary disclosure of information in annual reports of 181 Australian companies had positive relation (Lim, Matolcsy, & Chow, 2007) There have been other scholars who found positive results, such as (Chau & Gray, 2002; Chen & Jaggi, 2001; Forker, 1992,; Haniffa & Cooke, 2002; Klein, 2002), etc However, there are many studies which found negative relation like (Barako, Hancock, & Izan, 2006; Eng & Mak, 2003; Gul & Leung, 2004; Haniffa & Cooke, 2002) Although this topic has been considered as an increasingly important topic in the accounting field in recent years, there are a few studies on this topic that are conducted by Vietnamese scholars Vu (2012) through her thesis findings suggested that corporate governance can be considered as an effective monitoring method to increase the voluntary disclosure practice Hieu & Lan (2015) found that board size had a positive link with the extent of voluntary disclosure, while board independence, role duality, and type of auditors were found to have no significant associations In recent years, corporate governance practice has attracted more and more attention Vietnam has jointed ASEAN corporate governance scorecard since 2011 Moreover, decree 71/2017 NĐ-BTC about corporate disclosure took effect in 2017 In summary, the shortage of research on the relationship between corporate governance attributes and optional disclosure together with the importance of corporate governance in today business motivate for conducting this research This study is conducted to mainly examine the association between corporate governance mechanisms and voluntary disclosure practice in the case of VN100 companies listed in Ho Chi Minh stock exchange from 2014 to 2016 In the process, the author also observes the voluntary disclosure index of these companies Research questions are formed based on mentioned objectives:  To what extent listed firms in Vietnam voluntarily disclose?  What is the relationship between corporate governance characteristics and the extent of voluntary disclosure of listed firms in Vietnam? 2.Literature Review 2.1 Definitions of Voluntary Disclosure Voluntary disclosure is defined as an enlargement and supplement of compulsory disclosure (Tian & Chen, 2009), which is not affected by any authority body (Scaltrito, 2015) Financial Accounting Standards Board (FASB) defines that the information that is disclosed by listed firms rather than to be obligated to disclose by laws, standards and regulations of authority committees 2.2 Relevant Theories 2.2.1 Vietnam Corporate Governance Regulations “Listed company” is defined as company whose shares are listed on one stock exchange Listed companies are regulated by Law on Enterprise 2005 (with the revision on 2014), and Corporate Governance Code 2007 (with the amendments on 2012) issued by Ministry of Finance The Law of Securities 2016 applied main standards for listed companies to practice better corporate governance These standards are:  Internal governance structure  Rights of shareholders  Conflicts of interests and related parties’ transactions  Information disclosure and transparency Circular No 52/2012/TT-BTC took effect on 1st June 2012 This circular provides each type of entity in Vietnamese market with requirements and guidelines in disclosing information, such as: what information must be publicized, who is authorized to do, and which forms are appropriate to use Circular No 71/2017/TT-BTC was issued in July, 2017 to amend the circular 52 in public companies’ section only The new requirements are related to general shareholders, board of directors, board of advisory, related parties’ transactions, and information disclosure Moreover, all listed companies have to follow listing rules of stock exchanges that they are listed on In Vietnam, there are two largest stock exchanges which are Ho Chi Minh Stock Exchange (HOSE) and Ha Noi Stock Exchange (HNX) 2.2.2 Agency Theory Agency theory, which is widely used to study on accounting and finance literature, was developed by (Jensen & Meckling, 1976) The key concept of this theory is the agency relationship that is said as a contract between the principal and the agent In the contract, principal gives the agent an authority to perform some tasks on behalf of them In the organizational context, the principal is shareholders and the agent is managers The authorization leads to the separation between ownership and control, which is the main cause of information asymmetry Information asymmetry is the situation that the managers possess more information about company than the shareholders Having information advantages, agents may act as their own interests instead of principals’ interests if principals cannot effectively monitor the managers’ behaviors Agency problems can be categorized as moral hazard and adverse selection  Moral hazard or hidden cost: It is a situation that the principal cannot access the agent’s performance directly but only based on the outcome In this case, the agents can have abilities to give themselves more benefits.(Folkare & Andersson, 2015)  Adverse selection: It is the situation that the principal is able to observe the agent’s behaviors, but unable to determine whether these behaviors are the most appropriate ones (Subramaniam, 2006) Agency problems cause some costs for corporations to mitigate them and these costs are generally named agency costs Agency costs can be classified into three kinds:  Monitoring costs: These costs are incurred with the aim to monitor the agent’s behaviors For example: audit costs  Bonding costs: These costs are related to incentives that given to agents to align their interests to principals’ interests For example: stock options  Residual costs: These costs are arisen when there are conflicts of interests between principal and agent despite monitoring and bonding processes In general, agency problem can be minimized by two main and common strategies: monitoring-related and incentive-focused strategies In monitoring-related strategies, voluntary disclosure can be considered as a mechanism to reduce information asymmetry This mechanism suggests that the agent voluntarily discloses a significant amount of information to the principal, mostly under many kinds of repots 2.2.3 Signaling Theory Signaling theory was first suggested in solving information asymmetry in labor market by Spence (1973) However, the theory is used in corporate financial reporting by Ross (1977) In his study, Ross uses signaling theory to explain for voluntary disclosure Following him, there have been more and more researchers that use signaling theory as a literature review when studying on voluntary disclosure Disclosing more information to outside on voluntary basis is considered as a signaling mechanism as a firm can give a signal that it is performing better than other competitors in the industry (Campbell, Shrives, & Bohmbach-Saager, 2001) Signaling theory suggests that voluntary disclosure can be considered as a signal to improve the company’s image or reputation, and relevant relationship with many other stakeholders (Hawashe & Ruddock, 2014) 2.2.4 Capital Need Theory Listed companies commonly finance their capital by borrowings or equity Capital need theory says that voluntary disclosure can help companies to finance capital at a low cost (Choi, 1973) This idea can be explained based on information asymmetry The cost of capital of a firm includes a premium for investors’ uncertainty about information given by the firms The more uncertain the investors feel, the higher the cost of capital If managers who possess more reliable information are willing to share a significant amount of this information to investors, investors not face with information asymmetry and they are confident when investing to companies As a result, the cost of capital is reduced (Financial Accounting Standards Board, 2001) According to the theory, the increase in voluntary disclosure can help companies to attract more new investors, which helps maintain a healthy demand for companies’ shares Moreover, companies with higher degree of disclosure tend to gain higher stock price in the long run (Cooke, 1989) 2.2.5 Legitimacy Theory Magness (2006) suggests that legitimacy theory is a contract between a company and the society in which it is operating Coebergh (2011) gives out an opinion that low legitimacy may cause the firms to discontinue operations if firms business under the expectations of the society in which firms are operating In his study, he suggests that investors should be well informed about on-going situation of firms Therefore, managers should disclose more information to outside investors to protect companies’ legitimacy The annual report is said as a main source of legitimation (Cadiz Dyball, 1998) Legitimation can comes from both mandatory disclosure and voluntary disclosure (Magness, 2006) 2.3 Corporate Governance Characteristics (Board Independence, CEO Separation, Audit Committee Existence, Audit Quality, and Foreign Ownership) and Voluntary Disclosure First, the study will review how board independence is related to level of voluntary disclosure Board independent is characterized as the percentage of outside members to total members of the board A board of directors consists of two main kinds of members: inside members and outside members Outside directors, independent directors, are defined in circular 121/2012/TT-BTC as following:     Not hold any position in management board (non-executive) Not a member of board, CEO, managers of subsidiaries, associated companies Not a large shareholders or related persons of the companies’ major shareholders Not working for organizations providing legal advisory services, audit organization for company in the most recent two years Not a relevant partner or partners who have an annual value of transactions with companies accounted for 30% or more of total revenue or total value of products purchased by company the most recent two years If dependent members have specialized skills, valuable experiences in industry in which the firm is operated, and deep knowledge about firm’s activities, independent members play a controlling role to monitor actions of executive members (Jensen & Meckling, 1976) Another study Fama & Jensen (1983) suggests that independent directors act as check and balance mechanism in enhancing the effectiveness of monitoring system Moreover, Adams & Hossain, 1998; Klein (2002) both say that high rate of independent members can reduce accounting fraud and earnings management H1: There is a positive relation between board independence and the extent of voluntary disclosure CEO duality is a situation that one person holds two positions CEO and Chairman simultaneously There is a high likelihood that conflicts of interests between these two positions may cause agency problem to increase The chairman is expected to represent the shareholders to oversee the CEO’s performance In the case of leadership duality, the CEO may put his interests on first priority, which may violate the shareholders’ interests Therefore, Gul & Leung (2004) suggest that one person cannot hold two positions at the same time, and by separating roles, chairman can have more power to have CEO disclose more information on the firm to reduce information asymmetry between shareholders, the principle, and managers, the agent Dalton & Kesner (1987); Davidson III, Worrell, & Cheng (1990) are in favor of this idea in their studies H2: There is a positive relation between CEO separation and the extent of voluntary disclosure Internal audit has been raised more concerns since the accounting scandals of WorldCom and Enron Accounting fraud is believed to be less likely to happen if there is a collaboration between internal and external audit Because of this reason, the Sarbanes Oxley Act of (2002) has required that companies must establish and maintain an audit committee that have independent directors as members and at least one member among them has financial expertise Circular 71 of Vietnam Ministry of Finance has recommended that each company should have an audit committee having minimum of three members and maximum of five members Members in audit committee are required not to be employees working financial departments of company or employees of an auditing firm that have conducted financial audit for company within three consecutive years There are two main responsibilities for audit committee: overseeing the financial performance of firm and assisting board of directors in making financial statements The presence of audit committee improves internal control system and increases the quality of reports thereby increases transparency of corporation (Collier, 1993; Forker, 1992; S S Ho & Wong, 2001) H3: There is a positive relation between audit committee existence and the extent of voluntary disclosure “Corporate disclosure is affected by differences in type of auditing firms.”(Vu, 2012) Similarly, Surendra S Singhvi & Desai (1971) explain that big audit firms put their reputation at first, so they always want to co- operate with client companies who provide adequate information to be sure about good audit quality Therefore, most of big auditing firms encourage their clients to disclose information as much as possible Agency theory says that the choice of auditors is a mechanism to reduce the conflicts of interest between managers and shareholders (Jensen & Meckling, 1976) Bushman, Piotroski, &  Smith (2004) agree that external audit indicator is a confirmation measure of how reliable disclosures are Moreover, big auditing firms have many clients, so they are not sensitive to the economic loss if they miss some clients; they care for the audit quality instead It is the reason why there is a difference in disclosure level between choosing a big auditing firm and a smaller one Many studies have provided positive relation between audit quality and the level of voluntary disclosure, such as: (Bonson & Escobar, 2006; OGWE, 2014; Patton & Zelenka, 1997; Qu, 2011; Raffournier, 1995; Wallace & Naser, 1995) H4: There is a positive relation between audit quality and the extent of voluntary disclosure *,**,*** Correlation is significant at 10%, 5%, and 1% In this study, the authors employ Variance Inflation Factors (VIF) to test the multicollinearity between independent variables All the VIF values are less than 10 (table 4), which can come to the conclusion of no presence of multicollinearity Table 4: Multicollinearity Test Variables BI CEOSEPAR ACE BIG4 FOROW LIST FSIZE PROFIT Mean VIF VIF 1.08 1.04 1.03 1.20 1.24 1.07 1.21 1.20 1.13 4.2 Regression Results 4.2.1 Corporate governance variables and voluntary disclosure index (model 1) Table presents detailed results on model Fixed-effect model (FEM) is employed after F-test and Hausman test Two more additional tests are conducted, which reveals that data suffers autocorrelation, but not heteroscedasticity In conclusion, the final regression is run again by FEM with cluster standard errors to remove autocorrelation Table 5: Corporate Governance Characteristics and Voluntary Disclosure (Model 1) FEM with Cluster robust Independent variables BI CEOSEPAR ACE BIG4 FOROW Control variables LIST FSIZE PROFIT Constant Observations R² F Prob > F Coefficient Robust SE Sig 0.03 0.03 -0.01 -0.02 0.05 0.02 0.02 0.01 0.02 0.03 0.22 0.12 0.30 0.36 0.08* 0.03 0.01 0.15 -0.03 282 0.15 0.01 0.01 0.08 0.26 0.04** 0.13 0.06* 0.91 2.41 0.02 *,**,*** Correlation is significant at 10%, 5%, and 1% Source: the author It can be seen from table that the model is highly significant (F=2.41 and p=0.02) and the model explains 15% of the variations in the voluntary disclosure (R-sq within=0.15) H5 is supported by the result from panel In the panel, a positive and significant relation is found between foreign ownership and the level of voluntary disclosure at 10% level with (β=0.05, p=0.08) This finding is similar to (Bonson & Escobar, 2006; OGWE, 2014; Patton & Zelenka, 1997; Qu, 2011; Raffournier, 1995; Wallace & Naser, 1995) The finding can be explained based on the high average proportion of foreign owners In the sample, more firms have 21% of their shares owned by foreigners, which means that these foreign shareholders are powerful enough to get more additional information disclosed It is consistent with what is discussed in hypotheses developments as foreign owners want to have control on local management team Other than that, the relationship between voluntary disclosure and corporate governance is also confirmed by control variables listing duration and profitability Findings for control variables show that listing duration is positively and significantly related to the volume of voluntary disclosure at 5% level of significance (β=0.03, p=0.04) This result is consistent with those from (Alsaeed, 2006) and (Md Akhtaruddin, 2005) It is reasoned that old firms have more experiences and resources to outweigh the younger ones in the number of information disclosed voluntarily It is also a reason that elderly listed firms want to show more about them to gain more reputation This is also the reason for a positive relation between listing duration and the volume of disclosure in social reporting information sub-category Finally, firms with many years listed have to face with public scrutiny, so they want to give out more information to reduce stress from society Empirical data provides a result that profitability has positive effects on the level of information that firms are willing to report in their annual reports at 10% level of significance (β=0.15, p=0.06) The finding supports for other previous finding from many authors (Haniffa & Cooke, 2002; Vu, 2012) This outcome can be explained that firms with high profit are usually scrutinized by public, so they have to give out more evidence to prove for their transparency It can be another reason that profitable firms want to distinguish themselves from others in the industry to appeal to more outside capital Besides, board independence (β=0.03, p=0.22) is found to have no significant relation with voluntary disclosure, which means that H1 is not supported However, this finding is consistent with those from (Haniffa & Cooke, 2002; S S Ho & Wong, 2001), and contradict to study from (Chen & Jaggi, 2001) There are some potential reasons for this insignificant result First, as discussed in the previous part, the rate of independent director to total board member (which is 0.32) is lower than the required rate, so it is difficult for the outsiders’ votes to outweigh those of insiders Therefore, they are not powerful enough to make the decision to disclose more information become reality Second, the sample has a relatively high average voluntary disclosure index (0.47) and low proportion of independent board members, which means that the insider board members voluntary can disclose more information as well as the outsiders In this case, the insiders can act as the roles of outsiders and the agency problem has expectedly less effects It is revealed from the result that CEO separation (β=0.03, p=0.12) is in no significant relation with volume of voluntary disclosure, which means that H2 is not supported This finding is opposite to those from (Collier, 1993; Dalton & Kesner, 1987; Gul & Leung, 2004), and the same with study from (Barako, Hancock, & Izan, 2006) The insignificant relation can be explained by one following reason There may be no much difference between a voluntary disclosure index generated by a CEO-separating firm and a non-separating firm Therefore, this relation is so weak in statistics Firm size (β=0.01, p=0.13) is found to have no relation to the amount of information disclosed voluntarily, which is in contradiction with findings from many other researchers (Camfferman & Cooke, 2002; Cooke, 1989; Raffournier, 1995) There is one possible reason for this case There are more big firms as the mean of the firm size variable is relatively high which is 28.8 It can be inferred that there are not great differences between sizes of firms in the sample, so it cannot generate an expected relation Empirical data generates an insignificant relation between having audit committee (β= -0.01, p=0.30) and the extent of voluntary disclosure It means that H3 is not supported The finding is different from studies from (Collier, 1993; S S Ho & Wong, 2001) The insignificant association can be well explained for one reason that based on an evidence The main model tests how independent variables affect dependent variable in the same year, so result indicates that the change in audit committee will not have immediate effects on level of disclosure However, in the model with lagged time effects, it can be seen that there is a significantly positive association between those two variables Meaningfully, the effect of having an audit committee is delayed to one-year period This result matches with what is happening in Vietnamese context There is always a gap from the time a person is elected to the date when his signature is powerful The replaced person has a time to complete unfinished tasks and transfer them to the new one Therefore, any changes in personnel in one year are going to affect the quality annual report made in the year after Audit quality (β= -0.02, p=0.36) both have negative but insignificant relation with the extent of voluntary disclosure The panel generates result that level of disclosure is in no relation with the audit quality, which is not in favor of H4 This finding is similar to those from (Mohammad Hossain, Perera, & Rahman, 1995a; Malone, Fries, & Jones, 1993; Wallace, Naser, & Mora, 1994), and contradict to study from (Qu, 2011) Actually, the effects of changing auditing firm on the quality of annual report happens after one year Usually, firms will change from less famous auditing firms to four big ones At the year of changing, the effects may be little because a firm need time to adapt to the changes and from one year later on the huge changes are recognized 4.2.2 5) Corporate governance and voluntary disclosure sub-categories (model to model In the model and model 5, the results from tests show that FEM should be applied Data in two models both suffered autocorrelation, but not heteroscedasticity Therefore, FEM model will be run with cluster robust to remove autocorrelation In the model and 4, the results imply that REM should be the most appropriate among models Data in two models both suffer autocorrelation However, only model also has heteroscedasticity Therefore, the final regression is REM model with cluster robust to remove autocorrelation and heteroscedasticity at the same time Table 6: Corporate Governance Characteristics and Voluntary Disclosure Subcategories (Model 2,3,4,5) VDI-CSI (model 2) VDI-FCMI (model 3) 276 276 0.0 0.12 2.0 0.0 VDI-FLI (model 4) 276 0.09 11.5 0.17 4.9 0.0 0.002 Sig 0.06 0.37 0.10 0.02 0.06* 0.04 0.02 0.02* 0.03 0.65 0.08 0.07 0.04* -0.03 0.03 0.73 0.15 0.01 0.12 0.03 0.14 0.37 0.16 0.35 0.84 -0.45 Robust SE -0.05 -0.05 0.05 0.01 0.14 0.01 0.02 0.13 -0.07 Coeff 0.27 0.78 0.73 0.84 0.04 0.36 0.32 0.12 0.74 Sig Coeff 0.05 0.02 0.03 0.03 0.05 0.02 0.01 0.11 0.26 Robust SE Sig 0.04 0.81 -0.06 0.02 0.14 -0.01 0.03 0.11 0.01 0.02 0.02* 0.01 0.09 0.82 0.11 0.04 0.67 0.02 0.02 0.95 0.01 0.13 0.09* 0.18 0.59 0.48 0.09 VDI-SRI (model 5) 273 0.2 23.76 Robust SE Coeff Sig BI 0.01 CEOSEPAR 0.03 ACE -0.05 BIG4 -0.05 FOROW 0.02 LIST 0.02 FSIZE PROFIT -0.22 Constant 0.41 Robust SE Coeff Observatio R-sq F/ Wald Chi2 Prob>F/ Prob>Chi 0.05 0.05** 0.03 0.13 0.03 0.91 0.06 0.20 0.05 0.58 0.05 0.002* 0.02 0.19 0.14 0.28 0.50 0.37 *,**,*** Correlation is significant at 10%, 5%, and 1% Source: the author (Note: VDI stands for voluntary disclosure index; CSI stands for corporate strategy information; FCMI stands for financial capital and market information; FLI stands for forward looking information; SRI stands for social reporting information) In the model 2, both audit quality and profitability have significantly negative relations with voluntary disclosure in corporate strategy information sub-category, which is proved by β=0.05 with p=0.02 for BIG4 variable and β=-0.22 with p=0.09 for PROFIT variable The model with Chi2=11.56 and p=0.17 is not statistically significant For that reason, the author decides to put the model out of concerns In the model 4, audit committee presence (β=0.05, p=0.02) and foreign ownership (β=0.14, p=0.04) are both significantly related to voluntary disclosure in future looking information sub-group Differently, CEO separation (β=-0.05, p=0.06) is in a significantly negative relation with VDI-FLI sub-case Finally, In the model 5, both board independence (β=0.10, p=0.05) and listing duration (β=0.15, p=0.002) have significantly positive relations with social reporting information subcategory of voluntary disclosure 4.2.3 Corporate governance and voluntary disclosure with time lag Besides the main model, the authors wonder whether the effects of corporate governance variables on the extent of voluntary disclosure may be delayed a year Therefore, the author decides to conduct an additional test to check for the mentioned possibility It is indicated from tests that REM is more appropriate for this model Data used in this model suffered autocorrelation, but no heteroscedasticity Therefore, the final regression is run by REM with cluster standard errors to remove autocorrelation Table 7: Corporate Governance Variables and Voluntary Disclosure with Time Lag (Model 6) REM with Cluster robust Independent variables BI1 CEOSEPAR1 ACE1 BIG41 FOROW1 Control variables LIST1 FSIZE1 PROFIT1 Constant Observations R² Wald Chi2 (8) Prob > Chi2 Coefficient Robust SE Sig -0.01 0.02 0.06 0.02 0.06 0.02 0.01 0.02 0.01 0.04 0.70 0.12 0.004*** 0.08* 0.10* 0.02 0.0044 0.01 0.27 240 0.09 0.01 0.005 0.02 0.15 0.21 0.38 0.49 0.07 23.17 0.0032 *,**,*** Correlation is significant at 10%, 5%, and 1% Source: the author Final regression of model generates the results summarized in table There are variables having significantly positive relationship with the voluntary disclosure: audit committee presence (β=0.06, p=0.004), audit quality (β=0.02, p=0.08), and foreign ownership (β=0.06, p=0.10) with the significant level of 1%, 10%, and 10% respectively Besides, board independence (β=-0.01, p=0.70) shows a negative but insignificant association with voluntary disclosure Moreover, CEO separation (β=0.02, p=0.12), listing duration (β=0.02, p=0.21), firm size (β=0.00, p=0.38), and profitability (β=0.01, p=0.49) all affected positively the volume of voluntary disclosure However, these links are not strong enough to be considered as statistically significant links 5.Conclusion The authors study the relation between corporate governance mechanisms and the extent of voluntary disclosure with the sample of 101 companies through a 3-year period starting from 2014 to 2016 The researchers adapt a checklist from (Hieu & Lan, 2015) to figure out the value of dependent variables As for independent and control variables, this study uses many proxies mentioned in many previous papers to calculate The main outcomes from panel regressions indicate that foreign ownership, listing duration, and profitability have positive and significant relations with the level of voluntary disclosure in the same year period Moreover, audit quality and audit committee presence have effects on the extent of voluntary disclosure after one-year period This research raises awareness of voluntary disclosure practices in largest market capitalization firms and find out significant determinants for this disclosure It contributes to the literature about voluntary disclosure in the world and especially in Vietnam This can be considered as the first steps for further researches about corporate governance and voluntary disclosure in Vietnam context It can to some extent give a view on how well the corporate governance and voluntary disclosure practice are in Vietnam The findings can be used as references for policy makers to amend and complete laws and regulations on business practice This research updates data and may modify for the results of previous studies about voluntary disclosure in Vietnam with some common variables (independent directors, role separation, audit committee existence, company size, and profitability) Besides mentioned contributions, the study has some limitations Firstly, content analysis is used to analyze the only source of information, annual reports However, in reality, firms can give out information through many other sources, such as: corporate governance report, sustainability report, social media, and so on Secondly, this research focuses mainly on the quantity of the voluntary disclosure However, quality is an important dimension as well Therefore, the deficiency of quality measurements may prevent us from fully understand this multi-dimension concept However, having known that, the authors choose to conduct the research on one dimension as quality has been sophisticated issue and have been debating among scholars Finally, some ideas for further research are recommended First of all, later research can add more new variables besides main corporate governance variables and control variables mentioned to expand the literature on voluntary disclosure and step by step understand deeply about this aspect Furthermore, HOSE has been constructed many categories of listed firms in there and this thesis chooses to study VN100 only Later, researches can approach to other types for further studies It would be beneficial to compare the effects of corporate governance characteristics on voluntary disclosure between firms with large market capitalization and those with middle or low market capitalization Last but not least, studies conducted in the Vietnamese context have excluded financial companies for differences in reporting regime However, it is interesting if later researches can be conducted using these firms as a sample By doing this, literature on corporate governance attributes and disclosures in Vietnam is going to be a more general and completed By the way, it can compare whether non-financial firms make more voluntary disclosure than financial firms or not and determine how big the differences are References Adams, M., & Hossain, M (1998) Managerial discretion and 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Figure Mean Voluntary Disclosure and Its Categories (Note: VDI stands for voluntary disclosure index; CSI stands for corporate strategy information; FCMI stands for financial capital and market... changes and from one year later on the huge changes are recognized 4.2.2 5) Corporate governance and voluntary disclosure sub-categories (model to model In the model and model 5, the results from