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 subcategories 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 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 825 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 (AlJanadi, 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? 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 826 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 827 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 828  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 cooperate 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 829 Haniffa & Cooke (2002) find out the positive link between foreign ownership and the volume of voluntary disclosure in Malaysia They reason that foreign owners want to have more information to gain more control over the local management Similarly, Surendra Singh Singhvi (1968) suggests that companies whose majority of shares are owned by foreigner present a higher disclosure quality than locally owned by Indian companies There are some other scholars who have the same research results with mentioned scholars, and some names can be mentioned:(Barako, 2007; Xiao et al., 2004) H5: There is a positive relation between foreign ownership and the extent of voluntary disclosure Research Method 3.1 Sample Secondary data is collected through consolidated, audited firms’ annual reports which are gathered from companies’ website and other public, reliable websites (vietstock, vndirect, or cophieu68) for three financial years 2014-2016 Our sample includes firms in the list of VN100 which are 100 largest companies in terms of market capitalization Following Vu (2012), we exclude:  Bank, finance, and insurance listed firms because of differences in reporting regime  Firms whose annual reports are unavailable for any of three years 2014-2016  Firms that miss any information about independent or control variables  Firms that have financial reporting period longer or shorter than 12 months  Firms that listed after January 01, 2015 as listing duration variable cannot be measured 3.2 Measurements In the Vietnamese literature, Vu (2012) has been considered to be one of the first scholars who study about voluntary disclosure She constructed her checklist that consists of 84 items with categories Following her and some other scholars, Hieu & Lan (2015) constructed their own checklist This checklist was updated with changes of Circular 52/2012 TT-BTC about how to disclose information on Stock Exchange The final checklist has 42 items with categories of information: strategy, finance, future, social activities In this study, the authors employ the checklist from the study of Hieu & Lan (2015) Following Hieu and Lan (2015), VDI is calculated as follow:  Each firm is given “1” score for item disclosed within the checklist, and “0” otherwise  The total disclosure score that a firm achieves by disclosing items within the checklist is computed by adding all item-scores  The total disclosure score is divided by total voluntary disclosure score The formula to calculate the VDI of one firm is adapted from many other studies: (Hieu & Lan, 2015; Soliman, 2013; Vu, 2012), etc ∑𝑛𝑖=1 𝑋𝑖 𝑉𝐷𝐼𝑖 = 𝑛𝑖 Where: VDI𝑖 = 𝑛𝑖 = Voluntary disclosure index for 𝑖 𝑡ℎ firm; Voluntary disclosure item applicable to 𝑖 𝑡ℎ firm (n ≤ 42 items); 𝑋𝑖 = “1” for disclosed item and “0” otherwise; so that: = VDI𝑖 ≤ This study utilizes the unweighting approach when calculate the VDI, which means that it assumes all information is equally important to the users (Chow & Wong-Boren, 1987; Vu, 2012) proved that it made no significant differences between two approaches 830 The authors also employ the same formula when investigating sub-categories separately Independent and control variables are measured as presented in table Table 1: Summary of Variables Measurements Variables Dependent Variables: Voluntary Disclosure Index VDI-CSI, VDI-FCMI, VDI-FLI, VDI-SIR Measurements References ∑𝑛𝑖=1 𝑋𝑖 𝑉𝐷𝐼𝑖 = 𝑛𝑖 𝑉𝐷𝐼(𝑠𝑢𝑏 − 𝑐𝑎𝑡𝑒𝑔𝑜𝑟𝑦)𝑖 = ∑𝑛 𝑖=1 𝑋𝑖 (Hieu & Lan, 2015; Soliman, 2013; Vu, 2012) (Hieu & Lan, 2015; Soliman, 2013; Vu, 2012) 𝑛𝑖 Independent Variables: Board Independence (BI) CEO Separation (CEOSEPAR) Audit Committee (ACE) Existence Audit Quality (B4) Foreign Ownership (FOROW) Control Variables: Listing Duration (LIST) Firm Size (FSIZE) Profitability (PROFIT) The proportion of independent members on board of directors Dummy variable: code “1” if there is a separation between these two positions, otherwise code “0” Dummy variable: code “1” if the company has audit committee, otherwise code “0” Dummy variable: coding “1” if the company is audited by one of “Big 4” auditing firm, otherwise coding “0” The total the percentage of equity shares owned by foreign investors (Al-Janadi et al., 2013; S S Ho & Wong, 2001) (Al-Janadi et al., 2013) Natural logarithm of years listed Natural logarithm of total assets 𝑁𝑒𝑡 𝑖𝑛𝑐𝑜𝑚𝑒 𝑇𝑜𝑡𝑎𝑙 𝐴𝑠𝑠𝑒𝑡𝑠 (Kim et al., 2005) (Vu, 2012) Vu (2012) (Hieu & Lan, 2015) (Al-Janadi et al., 2013) (Al-Janadi et al., 2013) 3.3 Model Specifications Model exams the relationship between voluntary disclosure index and corporate governance variables In most of previous studies, multiple regression was employed with a large sample size (data was collected in one year) This study cannot follow them as data is not large enough if data is examined in one year Instead, we apply panel regression with a 3-year period This falls into the same situation with study from Barako, Hancock, & Izan (2006) Model 1: Corporate governance characteristics and voluntary disclosure 𝑉𝐷𝐼𝑖𝑡 = 𝛽0 + 𝛽1 𝐵𝐼𝑖𝑡 + 𝛽2 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡 + 𝛽3 𝐴𝐶𝐸𝑖𝑡 + 𝛽4 𝐵4𝑖𝑡 + 𝛽5 𝐹𝑂𝑅𝑂𝑊𝑖𝑡 + 𝛽6 𝐿𝐼𝑆𝑇𝑖𝑡 + 𝛽7 𝐹𝑆𝐼𝑍𝐸𝑖𝑡 + 𝛽8 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡 + 𝑖𝑡 The relations between sub-categories of voluntary disclosure and corporate governance variables are investigated from model to model Model 𝑉𝐷𝐼 − 𝐶𝑆𝐼𝑖𝑡 = 𝛽0 + 𝛽1 𝐵𝐼𝑖𝑡 + 𝛽2 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡 + 𝛽3 𝐴𝐶𝐸𝑖𝑡 + 𝛽4 𝐵4𝑖𝑡 + 𝛽5 𝐹𝑂𝑅𝑂𝑊𝑖𝑡 + 𝛽6 𝐿𝐼𝑆𝑇𝑖𝑡 + 𝛽7 𝐹𝑆𝐼𝑍𝐸𝑖𝑡 + 𝛽8 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡 + 𝑖𝑡 Model VDI − FCMIit = β0 + β1 BIit + β2 CEOSEPAR it + β3 ACEit + β4 B4it + β5 FOROWit + β6 LISTit + β7 FSIZEit + β8 PROFITit + it Model 𝑉𝐷𝐼 − 𝐹𝐿𝐼𝑖𝑡 = 𝛽0 + 𝛽1 𝐵𝐼𝑖𝑡 + 𝛽2 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡 + 𝛽3 𝐴𝐶𝐸𝑖𝑡 + 𝛽4 𝐵4𝑖𝑡 + 𝛽5 𝐹𝑂𝑅𝑂𝑊𝑖𝑡 + 𝛽6 𝐿𝐼𝑆𝑇𝑖𝑡 + 𝛽7 𝐹𝑆𝐼𝑍𝐸𝑖𝑡 + 𝛽8 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡 + 𝑖𝑡 Model – 𝑉𝐷𝐼 − 𝑆𝐼𝑅𝑖𝑡 = 𝛽0 + 𝛽1 𝐵𝐼𝑖𝑡 + 𝛽2 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡 + 𝛽3 𝐴𝐶𝐸𝑖𝑡 + 𝛽4 𝐵4𝑖𝑡 + 𝛽5 𝐹𝑂𝑅𝑂𝑊𝑖𝑡 + 𝛽6 𝐿𝐼𝑆𝑇𝑖𝑡 + 𝛽7 𝐹𝑆𝐼𝑍𝐸𝑖𝑡 + 𝛽8 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡 + 𝑖𝑡 831 Model is conducted to see whether the effects of corporate governance variables on voluntary disclosure with one-year lag Model 𝑉𝐷𝐼𝑖𝑡 = 𝛽0 + 𝛽1 𝐵𝐼𝑖𝑡−1 + 𝛽2 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡−1 + 𝛽3 𝐴𝐶𝐸𝑖𝑡−1 + 𝛽4 𝐵4𝑖𝑡−1 + 𝛽5 𝐹𝑂𝑅𝑂𝑊𝑖𝑡−1 + 𝛽6 𝐿𝐼𝑆𝑇𝑖𝑡−1 + 𝛽7 𝐹𝑆𝐼𝑍𝐸𝑖𝑡−1 + 𝛽8 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡−1 + 𝑖𝑡 Where: i, t: Indices for companies and time, respectively 𝑉𝐷𝐼𝑖𝑡 : Voluntary disclosure index – calculated as total disclosure items score over possible maximum disclosure items in year t 𝑉𝐷𝐼 − 𝐶𝑆𝐼𝑖𝑡 , VDI − FCMIit , 𝑉𝐷𝐼 − 𝐹𝐿𝐼𝑖𝑡 , 𝑉𝐷𝐼 − 𝑆𝐼𝑅𝑖𝑡 :Voluntary disclosure index (sub-categories) – calculated as total disclosure items score over possible maximum disclosure items in sub-group in year t 𝐵𝐼𝑖𝑡 , 𝐵𝐼𝑖𝑡−1 : Board independence – calculated by the percentage of independent members on board of directors in the year t and t-1, respectively 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡 , 𝐶𝐸𝑂𝑆𝐸𝑃𝐴𝑅𝑖𝑡−1 : CEO separation – calculated by dummy variable, respectively in the year t and t-1 𝐴𝐶𝐸𝑖𝑡 , 𝐴𝐶𝐸𝑖𝑡−1 : Audit committee existence - calculated by dummy variable, respectively in the year t and t1 𝐵4𝑖𝑡 , 𝐵4𝑖𝑡−1 : Audit quality (Big4 or not) - calculated by dummy variable, respectively in the year t and t-1 𝐹𝑂𝑅𝑂𝑊𝑖𝑡 , 𝐹𝑂𝑅𝑂𝑊𝑖𝑡−1 : Foreign ownership – calculated by the total the percentage of equity shares owned by foreign investors, respectively in the year t and t-1 𝐿𝐼𝑆𝑇𝑖𝑡 , 𝐿𝐼𝑆𝑇𝑖𝑡−1 : Listing duration – calculated by natural logarithm of numbers of years listed in the year t and t-1 𝐹𝑆𝐼𝑍𝐸𝑖𝑡 , 𝐹𝑆𝐼𝑍𝐸𝑖𝑡−1 : Firm size – calculated by natural logarithm of total assets in the year t and t-1 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡 , 𝑃𝑅𝑂𝐹𝐼𝑇𝑖𝑡−1 : Profitability – calculated as Net income divided by total assets in the year t and t-1 Results 4.1 Voluntary Disclosure The figure presents the level of voluntary disclosure index and its sub-categories from 2014 to 2016 The average voluntary disclosure index of companies in VN100 is 0.47 with a large range from 0.23 to 0.71 The index is higher than those calculated by (Hieu & Lan, 2015; Vu, 2012) The mean VDI of 0.47 is lower than in the studies by M Akhtaruddin & Haron (2010) in Malaysia (0.58); Rouf & Harun (2011) in Bangladesh (0.48) and is higher than studies by S S Ho & Wong (2001) in Hong Kong (0.29); Eng & Mak (2003) in Singapore (0.22) It is shown from above analysis that voluntary disclosure score of Vietnamese listed companies is in the middle level compared to other countries In analyzing the sub-categories disclosure, it is found that companies disclose information on social reporting activities by far the most (the score goes form 0.62 in 2014 to 0.70 in 2016), which is consistent with the study by Hieu & Lan (2015) and inconsistent with the study by Vu (2012) In her study, Vu (2012) found that companies disclosed least information on this category in 2012 However, in 2015, Hieu & Lan (2015) found the opposite result and it is the same with the finding in this thesis in three years from 2014 to 2016 This case indicates that firms more and more pay attentions to reporting social activities with the purpose of showing their sustainable growths which are an increasingly focus of the society By doing that, companies can increase the attractions from much people in society, which may benefit their productions 832 Table 2: Voluntary Disclosure and Its Sub-Categories Minimum 0.23 0.18 0.07 0.13 0.11 VDI VDI-CSI VDI-FCMI VDI-FLI VDI-SRI Maximum 0.71 0.64 0.86 0.86 0.89 Mean 0.47 0.38 0.40 0.48 0.67 Std Deviation 0.09 0.10 0.14 0.16 0.16 Mean Voluntary Disclosure Level And Its Categories Voluntary Disclosure Level 0.80 0.70 0.60 0.50 0.40 0.30 0.20 0.10 0.00 2014 2015 2016 VDI 0.46 0.47 0.48 VDI-CSI 0.37 0.38 0.38 VDI-FCMI 0.41 0.40 0.41 VDI-FLI 0.49 0.49 0.48 VDI-SRI 0.62 0.68 0.70 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 information; FLI stands for forward looking information; SRI stands for social reporting information) Table summarizes the descriptive analysis results and correlation matrix of independent and control variables The correlation values range from r=-0.15, pF/ Prob>Chi2 VDI-CSI (model 2) 276 0.06 VDI-FCMI (model 3) 276 0.12 VDI-FLI (model 4) 276 0.09 VDI-SRI (model 5) 273 0.20 2.07 11.56 23.76 4.91 0.05 0.17 0.0025 0.00 Sig Coeff Robust SE Sig Coeff Robust SE Sig 0.81 -0.06 0.14 -0.01 0.11 0.01 0.02** 0.01 0.82 0.11 0.67 0.02 0.95 0.01 0.09* 0.18 0.48 0.09 Robust SE Coeff 0.04 0.02 0.03 0.02 0.09 0.04 0.02 0.13 0.59 Sig Robust SE Coeff BI 0.01 CEOSEPAR 0.03 ACE -0.05 BIG4 -0.05 FOROW 0.02 LIST 0.02 FSIZE -0.001 PROFIT -0.22 Constant 0.41 0.05 0.02 0.03 0.03 0.05 0.02 0.01 0.11 0.26 0.27 0.78 0.73 0.84 0.04 0.36 0.32 0.12 0.74 -0.05 -0.05 0.05 0.01 0.14 0.01 0.02 0.13 -0.07 0.06 0.02 0.02 0.03 0.07 0.03 0.01 0.14 0.35 0.37 0.06* 0.02** 0.65 0.04** 0.73 0.12 0.37 0.84 0.10 0.04 -0.003 0.08 -0.03 0.15 0.03 0.16 -0.45 0.05 0.03 0.03 0.06 0.05 0.05 0.02 0.14 0.50 0.05** 0.13 0.91 0.20 0.58 0.002*** 0.19 0.28 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 836 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 sub-category 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 SE Independent variables BI1 CEOSEPAR1 ACE1 BIG41 FOROW1 Control variables LIST1 FSIZE1 PROFIT1 Constant Observations 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 0.01 0.005 0.02 0.15 0.21 0.38 0.49 0.07 R² Wald Chi2 (8) Prob > Chi2 0.09 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 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 837 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 voluntary disclosure: empirical evidence from the New Zealand life insurance industry Journal of Accounting and Public Policy, 17(3), 245–281 Akhtaruddin, M., & Haron, H (2010) Board ownership, audit committees’ effectiveness, and corporate voluntary disclosures Asian Review of Accounting, 18(3), 245–259 https://doi.org/10.1108/13217341011089649 Akhtaruddin, Md (2005) Corporate mandatory disclosure practices in Bangladesh The International Journal of Accounting, 40(4), 399–422 Al-Janadi, Y., Rahman, R A., & Omar, N H (2013) Corporate governance mechanisms and voluntary disclosure in Saudi Arabia Research Journal of Finance and Accounting, 4(4) Alsaeed, K (2006) The association between firm-specific characteristics and disclosure: The case of Saudi Arabia Managerial Auditing Journal, 21(5), 476–496 Apostolou, A K., & Nanopoulos, K A (2009) Voluntary accounting disclosure and corporate governance: evidence from Greek listed firms International Journal of Accounting and Finance, 1(4), 395–414 Barako, D G (2007) Determinants of voluntary disclosures in Kenyan companies annual reports African Journal of Business Management, 1(5) Barako, D G., Hancock, P., & Izan, H Y (2006a) Factors Influencing Voluntary Corporate Disclosure by Kenyan Companies Corporate Governance: An International Review, 14(2), 107–125 https://doi.org/10.1111/j.1467-8683.2006.00491.x Bleck, A., & Liu, X (2007) Market transparency and the accounting regime Journal of Accounting Research, 45(2), 229–256 Boesso, G., & Kumar, K (2007) Drivers of corporate voluntary disclosure: A framework and empirical evidence from Italy and the United States Accounting, Auditing & Accountability Journal, 20(2), 269–296 Bonson, E., & Escobar, T (2006) Digital reporting in Eastern Europe: An empirical study International Journal of Accounting Information Systems, 7(4), 299–318 838 Bushman, R M., Piotroski, J D., & Smith, A J (2004) What determines corporate transparency? Journal of Accounting Research, 42(2), 207– 252 Cadiz Dyball, M (1998) Corporate annual reports as promotional tools: the case of Australian National Industries Limited Asian Review of Accounting, 6(2), 25–53 Camfferman, K., & Cooke, T E (2002) An analysis of disclosure in the annual reports of UK and Dutch companies Journal of International Accounting Research, 1(1), 3–30 Campbell, D., Shrives, P., & Bohmbach-Saager, H (2001) Voluntary disclosure of mission statements in corporate annual reports: signaling what and to whom? Business and Society Review, 106(1), 65–87 Cannon, T (1994) Corporate Responsibility a Textbook on Business Ethics, Governance, Environment: Roles and Responsibilities Chau, G K., & Gray, S J (2002) Ownership structure and corporate voluntary disclosure in Hong Kong and Singapore The International Journal of Accounting, 37(2), 247–265 Chen, C J., & Jaggi, B (2001) Association between independent non-executive directors, family control and financial disclosures in Hong Kong Journal of Accounting and Public Policy, 19(4), 285–310 Choi, F D (1973) Financial disclosure and entry to the European capital market Journal of Accounting Research, 159–175 Chow, C W., & Wong-Boren, A (1987) Voluntary financial disclosure by Mexican corporations Accounting Review, 533–541 Coebergh, P H (2011) Voluntary Disclosure of Corporate Strategy: Determinants and Outcomes - An Empirical Study into the Risks and Payoffs of Communicating Corporate Strategy (SSRN Scholarly Paper No ID 1965029) Rochester, NY: Social Science Research Network Retrieved from https://papers.ssrn.com/abstract=1965029 Collier, P (1993) Factors affecting the formation of audit committees in major UK listed companies Accounting and Business Research, 23(sup1), 421–430 Cooke, T E (1989) Disclosure in the Corporate Annual Reports of Swedish Companies Accounting and Business Research, 19(74), 113–124 https://doi.org/10.1080/00014788.1989.9728841 Dalton, D R., & Kesner, I F (1987) Composition and CEO duality in boards of directors: An international perspective Journal of International Business Studies, 18(3), 33–42 Davidson III, W N., Worrell, D L., & Cheng, L (1990) Key Executive Succession and Stockholder Wealth: The Influence of Successorys Origin, Position, and Age Journal of Management, 16(3), 647–664 Eng, L L., & Mak, Y T (2003) Corporate governance and voluntary disclosure Journal of Accounting and Public Policy, 22(4), 325–345 https://doi.org/10.1016/S0278-4254(03)00037-1 Fama, E F., & Jensen, M C (1983) Separation of ownership and control The Journal of Law and Economics, 26(2), 301–325 Folkare, E., & Andersson, A (2015) Company characteristics and voluntary disclosure of intellectual capital : A study on Swedish listed companies Retrieved from http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-26440 Forker, J J (1992) Corporate Governance and Disclosure Quality Accounting and Business Research, 22(86), 111–124 https://doi.org/10.1080/00014788.1992.9729426 Foster, G (1986) Financial statement analysis Englewood Cliffs, N.J.: Prentice-Hall Francis, J., Nanda, D., & Olsson, P (2008) Voluntary disclosure, earnings quality, and cost of capital: disclosures and earnings quality Journal of Accounting Research, 46(1), 53–99 https://doi.org/10.1111/j.1475-679X.2008.00267.x Gul, F A., & Leung, S (2004) Board leadership, outside directors’ expertise and voluntary corporate disclosures Journal of Accounting and Public Policy, 23(5), 351–379 Haniffa, R M., & Cooke, T E (2002) Culture, corporate governance and disclosure in Malaysian corporations Abacus, 38(3), 317–349 Hawashe, A., & Ruddock, L (2014) An evaluation of voluntary disclosure in the annual reports of commercial banks: empirical evidence from Libya In Salford Postgraduate Annual Research Conference (p 217) Healy, P M., & Palepu, K G (1993) The effect of firms’ financial disclosure strategies on stock prices Accounting Horizons, 7(1), Healy, P M., & Palepu, K G (2001) Information asymmetry, corporate disclosure, and the capital markets: A review of the empirical disclosure literature Journal of Accounting and Economics, 31(1–3), 405–440 Hieu, P D., & Lan, D T H (2015) Factors Influencing the Voluntary Disclosure of Vietnamese Listed Companies Journal of Modern Accounting and Auditing, 11(12), 656–676 Ho, S S., & Wong, K S (2001) A study of the relationship between corporate governance structures and the extent of voluntary disclosure Journal of International Accounting, Auditing and Taxation, 10(2), 139–156 Hossain, M., Perera, M H B., & Rahman, A R (1995) Voluntary disclosure in the annual reports of New Zealand companies Journal of International Financial Management & Accounting, 6(1), 69–87 Jensen, M C., & Meckling, W H (1976) Theory of the firm: Managerial behavior, agency costs and ownership structure Journal of Financial Economics, 3(4), 305–360 https://doi.org/10.1016/0304-405X(76)90026-X Kim, W., Black, B S., & Jang, H (2005) Predicting Firms’ Corporate Governance Choices: Evidence from Korea (SSRN Scholarly Paper No ID 428662) Rochester, NY: Social Science Research Network Retrieved from https://papers.ssrn.com/abstract=428662 Klein, A (2002) Audit committee, board of director characteristics, and earnings management Journal of Accounting and Economics, 33(3), 375–400 Lim, S., Matolcsy, Z., & Chow, D (2007) The Association between Board Composition and Different Types of Voluntary Disclosure European Accounting Review, 16(3), 555–583 https://doi.org/10.1080/09638180701507155 Magness, V (2006) Strategic posture, financial performance and environmental disclosure: an empirical test of legitimacy theory Accounting, Auditing & Accountability Journal, 19(4), 540–563 Malone, D., Fries, C., & Jones, T (1993) An empirical investigation of the extent of corporate financial disclosure in the oil and gas industry Journal of Accounting, Auditing & Finance, 8(3), 249–273 Meek, G K., Roberts, C B., & Gray, S J (1995) Factors influencing voluntary annual report disclosures by US, UK and continental European multinational corporations Journal of International Business Studies, 26(3), 555–572 Naser, K., Al-Khatib, K., & Karbhari, Y (2002) Empirical evidence on the depth of corporate information disclosure in developing countries: The case of Jordan International Journal of Commerce and Management, 12(3/4), 122–155 OGWE, J A (2014) Determinants of Voluntary Disclosure in the Annual Reports of Companies Listed at the Nairobi Securites Exchange Nairobi: Nairobi University Patton, J., & Zelenka, I (1997) An empirical analysis of the determinants of the extent of disclosure in annual reports of joint stock companies in the Czech Republic European Accounting Review, 6(4), 605–626 839 Qu, W (2011) A study of voluntary disclosure by listed firms in China Deakin University Raffournier, B (1995) The determinants of voluntary financial disclosure by Swiss listed companies European Accounting Review, 4(2), 261–280 https://doi.org/10.1080/09638189500000016 Ramadhan, S (2014) Board Composition, Audit Committees, Ownership Structure and Voluntary Disclosure: Evidence from Bahrain Research Journal of Finance and Accounting, 5(2), 124–138 Ross, S A (1977) The Determination of Financial Structure: The Incentive-Signalling Approach The Bell Journal of Economics, 8(1), 23–40 https://doi.org/10.2307/3003485 Rouf, A., & Harun, A.-A (n.d.) Ownership Structure and Voluntary Disclosure in Annual Reports of Bangladesh, 11 Scaltrito, D (2015) Assessing disclosure quality: a methodological Issue Journal of Modern Accounting and Auditing, 11(9), 466–475 Singhvi, Surendra S., & Desai, H B (1971) An empirical analysis of the quality of corporate financial disclosure The Accounting Review, 46(1), 129–138 Singhvi, Surendra Singh (1968) Corporate disclosure through annual reports in the United States of America and India The Journal of Finance, 23(3), 551–552 Soliman, M (2013) Firm characteristics and the extent of voluntary disclosure: the case of Egypt Spence, M (1973) Job market signaling The Quarterly Journal of Economics, 87(3), 355–374 Subramaniam, N (2006) Agency theory and accounting research: an overview of some conceptual and empirical issues Methodological Issues in Accounting Research: Theories and Methods, 55–81 Tian, Y., & Chen, J (2009) Concept of voluntary information disclosure and a review of relevant studies International Journal of Economics and Finance, 1(2), 55 Vu, K B A H (2012a) Determinants of voluntary disclosure for Vietnamese listed firms Wallace, R O., & Naser, K (1995) Firm-specific determinants of the comprehensiveness of mandatory disclosure in the corporate annual reports of firms listed on the stock exchange of Hong Kong Journal of Accounting and Public Policy, 14(4), 311–368 Wallace, R O., Naser, K., & Mora, A (1994) The relationship between the comprehensiveness of corporate annual reports and firm characteristics in Spain Accounting and Business Research, 25(97), 41–53 Xiao, J Z., Yang, H., & Chow, C W (2004) The determinants and characteristics of voluntary Internet-based disclosures by listed Chinese companies Journal of Accounting and Public Policy, 23(3), 191–225 840 841 Appendix Vietnam Voluntary Disclosure Checklist by Hieu & Lan (2015) No Information Corporate and Strategic Information (11 items) Statement of strategy and objectives Discussion on the impact of strategy on current results Discussion on the impact of strategy on future results Discussion of research and development activities Statements of strategy improving business Discussion of future product developments Rate of return on expected projects Descriptive information of marketing network (domestic market) Descriptive information of marketing network (foreign market) 10 Discussion of competitive environment 11 General discussion of industry trends (past) Financial and Capital Market Information (14 items) 12 Cash flow 13 Dividend policy 14 Market share analysis 15 Share price and volume of shares traded information 16 Main advantages 17 Weaknesses 18 Competitors analysis 19 Discussion of advertising, marketing activities 20 Discussion on the effects of inflation rates on current results 21 Discussion on the effects of foreign currency on current results 22 Discussion on the effects of interest rates on current results 23 Breakdown and analysis of sales and revenues 24 Breakdown and analysis of operating expenses 25 Breakdown and analysis of administrative expenses Forward Looking Information (8 items) 26 Forecast assumptions 27 General discussion of future industry trend 28 Discussion of external factors affecting the company’s future (economy/politics) 29 Forecast of cash flows 30 Discussion on future expenditure 31 Discussion on the effects of interest rates on future operating activities 32 Discussion on the effects of inflation on future operating activities 33 Discussion on the effects of foreign currency on future operating activities Social Reporting Information (9 items) 34 Employee training 35 Number of employees trained 36 Employee benefits 37 Labor protection policy 38 Environmental protection policy 39 Community policy 40 Data on accidents 41 Discussion of workplace safety 42 Discussion on the safety of the products 842