Đặc điểm hội đồng quản trị và hiệu quả hoạt động doanh nghiệp: Tác động điều tiết của sở hữu gia đình
Chuyên mục: Quản trị - Quản lý - TẠP CHÍ KINH TẾ & QUẢN TRỊ KINH DOANH SỐ 15 (2020)
ĐẶC ĐIỂM HỘI ĐỒNG QUẢN TRỊ VÀ HIỆU QUẢ HOẠT ĐỘNG DOANH NGHIỆP:
TÁC ĐỘNG ĐIỀU TIẾT CỦA SỞ HỮU GIA ĐÌNH
Trương Bảo Thạch1, Phạm Tiến Minh2
Tóm tắt
Nghiên cứu này kết hợp lý thuyết người đại diện và lý thuyết người quản lý để xem xét các mối quan hệ
giữa đặc điểm của hội đồng quản trị (HĐQT), sở hữu gia đình và hiệu quả hoạt động doanh nghiệp. Bốn
đặc điểm của HĐQT gồm: (1) quy mô HĐQT, (2) tính độc lập của HĐQT, (3) trình độ học vấn của HĐQT,
(4) tính kiêm nhiệm của Giám đốc điều hành; và hiệu quả hoạt động doanh nghiệp được đo bằng: (1)
ROA, (2) ROE, (3) Tobin's Q, (4) Altman Z-score. Biến điều tiết sở hữu gia đình được đo như một biến
nhị phân. Sử dụng phương pháp hồi quy bình phương nhỏ nhất tổng quát (GLS) trên 1.120 quan sát của
225 công ty niêm yết trên Sở Giao dịch Chứng khoán Thành phố Hồ Chí Minh (HOSE) tại Việt Nam từ
2015 đến 2019, nghiên cứu này chỉ ra một số mối quan hệ giữa các biến được nghiên cứu. Về quan hệ
trực tiếp giữa các đặc điểm của HĐQT và hiệu quả hoạt động, quy mô HĐQT có ảnh hưởng tích cực,
nhưng tính độc lập của hội đồng quản trị và tính kiêm nhiệm ảnh hưởng tiêu cực; trình độ học vấn không
có tác động. Đối với tác động điều tiết, sở hữu gia đình có điều chỉnh tiêu cực tới ảnh hưởng của tính độc
lập và trình độ học vấn của HĐQT đối với hoạt động doanh nghiệp. Các phát hiện đưa ra nhiều đề xuất
liên quan đến các thông lệ quản trị, cả ở cấp công ty và cấp chính sách.
Từ khóa: Đặc điểm hội đồng quản trị, quản trị công ty, sở hữu gia đình, hiệu quả hoạt động doanh nghiệp
BOARD CHARACTERISTICS AND CORPORATE PERFORMANCE:
MODERATING EFFECT OF FAMILY OWNERSHIP
Abstract
This study incorporates insights from agency theory and stewardship theory to examine the relationships
among board characteristics, family ownership, and corporate performance. For this purpose, four board
characteristics are chosen: (1) board size, (2) board independence, (3) board educational level, (4) CEO
duality, and firm performance is measured by four proxies: (1) ROA, (2) ROE, (3) Tobin’s Q, (4) Altman Z-
score. The moderating variable family ownership is measured as a binary variable. Using the generalized
least squares (GLS) regression method on 1,120 samples of 225 companies listed on Ho Chi Minh Stock
Exchange (HOSE) in Vietnam from 2015 to 2019, the findings of this study indicate several relationships
among the study variables. Regarding direct relationships between board characteristics and firm
performance, board size shows a significant and positive effect, but board independence and CEO duality
indicates negative influences on performance; board educational level is found to have no significant impact
on performance. With respect to moderating effect, family ownership negatively moderates the effects of
board independence and board educational level on firm performance. The findings provide multiple
implications related to governance practices, both at the firm level and policy level.
Keywords: Board characteristics, corporate governance, family ownership, firm performance.
JEL classification: M; M2, M12
However, from previous studies, there are
still contrasting and mixed conclusions (Adhikary
& Le, 2014; Kiel & Nicholson, 2003; Vo & Phan,
2013; Yermack, 1996). These inconclusive results
might occur because of the absence of moderator
variables, such as family control (Makhlouf, Laili,
Ramli, Al-Sufy & Basah, 2018). In Vietnam, the
ownership structure plays a vital role (Phung &
Hoang, 2013), especially, when the decision
makers (managers and board of directors)
themselves are the shareholders or have control
(i.e. family control). Hence, in this study, family
control is measured as ownership, since family
members can enact their influence through
involvement not only in their presence in the
board, but also in their ownership, leading to
substantial impact on the governance and the
management of businesses.
1. Introduction
Following the great financial fraud in big
companies, like Enron, World Com, Cisco, etc.,
corporate governance has been indicated as one of
the most important commerce terms and one of
the most noticed issues by researchers in the 21st
century (Royaee & Dehkordi, 2013). Therefore,
substantial attention has been put to the roles of
the board of directors in strengthening corporate
governance practices. The board plays a crucial
role in corporate governance especially with
respect to board characteristics. In other words,
board characteristics are influential towards the
effective implementation of corporate governance
principles in organizations (Elad, Wong &
Bongbee, 2018). Hence, research studying the
characteristics of the board and firm performance
has been done widely around the world.
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From the above discussion, the objectives of
the current study are: (1) to examine the direct
relationships between four characteristics of board:
board size, board independence, board educational
level, CEO (chief executive officer) duality, and
four dimensions of corporate performance,
including return on assets (ROA), return on equity
(ROE), Tobin’s Q ratio and Z-score; and (2) to
explore the moderating role of family ownership in
the relationships between the mentioned board
characteristics and performance variables.
This study is expected to have its importance
both theoretically and practically. Theoretically, it
would contribute to the literature beyond previous
studies. Practically, this study can highlight the
difference between the way family ownership and
non-family ownership is governed, so different
policy implications can be drawn. It is also
expected that the conceptual model, methodology,
and findings of this study can be used to help.
2. Literature review
of the board. The studies related to corporate
governance are mostly based on agency theory
(Heenetigala & Armstrong, 2011). Stewardship
theory, the opposite of agency theory, is also
widely used in research concerning corporate
governance. Hence, these two theories are the
ground theories used in this study.
2.1.1. Agency theory
Agency theory was first developed by Jensen
and Meckling (1976). It revolves around the issue
of the agency problem which is the problem
between the principals (shareholders of company)
and agents (managers of company). The
principals delegate the work of running the
business to the managers, who are agents of
shareholders and expect the agents to act in the
best interest of principals. However, the agent
may be succumbed to self-interest, opportunistic
behavior and fall short of expectations of the
principal. Therefore, company value is considered
to be maximized with optimum measures of
supervision such as divided leadership, directors
from outside and diversity of board (Heenetigala
& Armstrong, 2011).
2.1. Theories of corporate governance
The importance of corporate governance has
been increasing, especially in terms of supervision
Figure 1. Agency theory model (Jensen & Meckling, 1976)
2.1.2. Stewardship theory
is reflective of a psychological contract or a close
relationship with agent behaving in a community-
focused manner, directing trustworthy moral
behavior towards the firms and its shareholders
(Davis, Frankforter, Vollrath, & Hill, 2007). Thus,
stewardship theory holds that there would be no
inherent, general problem of executive motivation
(Donaldson & Davis, 1991).
Stewardship theory was introduced by
Donaldson and Davis (1991) as a normative
alternative to the agency theory. The executive
manager, under stewardship theory, far from being
an opportunistic shirker, essentially wants to do a
good job. The theory argues for the possible
alignment between the principals and agents which
Figure 2. Stewardship theory model (Donaldson & Davis, 1991)
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poor monitoring roles of independent directors
(Garg, 2007). A research was carried out by
Abdullah (2004) in Malaysia also suggested no
significant relationship between the variables.
However, many empirical studies have
agreed on the importance of independent directors
to the success of a firm. Some show evidences that
the high number of independent directors on the
board increase the company’s financial
performance. In addition, when a business
environment worsens, firms with many
independent directors have had lower probability
of filing for bankruptcy (Daily, Dalton &
Cannella, 2003). In contrast, the study of Kiel and
Nicholson (2003) showed a negative relationship.
The negative association may be due to high block
holders’ own, which makes non-executive
directors become powerless in board discussion.
In Vietnam, many studies have found
positive effect on performance variables: ROA,
ROE, Tobin’s Q (Adhikary & Le, 2014), Z-score
(Vo & Nguyen, 2014). Moreover, according to
article 134 of the Enterprise Law 2014 applied in
Vietnam, at least 20% of the members of the board
of directors must be independent. This suggests
that the Government of Vietnam also believes in
the potential benefits that the independence of the
board can bring for firms.
2.2. Hypotheses development
2.2.1. Influence of board size on corporate
performance
For the relationship between the size of a
board and a firm’s performance, stewardship
theory looks at positive aspects of small size of
board which allows better interpersonal
communication, more participation, and social
cohesion among board members (Muth &
Donaldson, 1998). Additionally, Yermack (1996)
reported a strong inverse relationship between
board size and firm performance.
Conversely, agency theory supports the
proposition that larger board size gives a firm
greater value. If the board size is large, CEO will
find it difficult to build a consensus and this will
bring more perspectives in firm’s decision
making. This reduction of the CEO’s domination
on the board leads to more effective monitoring of
management (Fauzi & Locke, 2012). In addition,
Kiel and Nicholson (2003) found a positive
relationship between board size and firm
performance in large Australian firms because the
additional directors on the board should bring
more skilled personnel to the firm.
Although there have been mixed results, it is
possible that an inverted “U”-shaped relationship
exists between the two variables (Kiel &
Nicholson, 2003; Yermack, 1996). The positive
effect of board size was found in Kiel and
Nicholson (2003) where the board size’s mean is
6.6, but the negative effect of board size was
observed in Yermack (1996) where the figure is
12.3. Yermack (1996) suggested that the largest
part of lost value occurs as boards grow from
small to medium size. Kiel and Nicholson (2003);
Jensen (1993) argued that the addition of directors
adds to the skills mix and performance till it
reaches a point where the adverse dynamics of a
large board outweigh the additional benefits of a
greater skills mix. Based on this idea and given
the mean board size in this study (5.75, see table
2), it is expected that there is a positive
relationship between board size and firm
performance in Vietnam.
Based on the aforementioned discussion, this
study proposes the following hypothesis:
Hypothesis 2. Board independence has a
positive influence on firm performance.
2.2.3. Influence of board educational level on
corporate performance
Research studies on the professional expertise
of directors has been limited to date. A study that
explored the relationship between board diversity
and firm performance for European companies
(listed in Italy, France, Germany, Spain and United
Kingdom), with different elements of diversity,
both demographic/social (gender, age and
nationality diversity) and cognitive/professional
(diversity in directors’ experience and education)
considered, did not find a significant relationship
between board professional diversity, or board
educational level (calculated by the percentage of
graduated directors) and ROA, although the
coefficient in the regression model was positive
(Ciavarella, 2017).
Given the findings of existing research, it is
logical to posit the following hypothesis:
Hypothesis 1. Board size has a positive
influence on firm performance.
2.2.2. Influence of board independence on
corporate performance
In Asia, analyzing the top 100 Sri Lankan
companies listed on Colombo Stock Exchange,
There are mixed conclusions about the effect
of board independence on corporate performance
in different regions. The study in India showed
that by having board independence did not
guarantee to improve firm performance due to
Somathilake (2018) identified
a
positive
significant relationship between the proportion of
directors with Master of Science or Master of
Business Administration and ROA. The study
recommended that when firms hire directors, they
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should consider their education backgrounds and
they should choose those with high qualification.
Besides, organizations were suggested to
implement encouragement activities to get their
directors to study and acquire higher degrees and
deeper theoretical knowledge. In Indonesia, a
positive effect of educational level and firm
performance was also discovered (Darmadi,
2013). The two-tier system adopted by the
country’s Corporate Law, meaning there are two
separate boards of directors that govern a
company – board of commissioners (supervisory
board) and board of management, has been typical
for Indonesian firms. Darmadi (2013) found that
the proportion of commissioners having
postgraduate degrees and degrees from
prestigious universities had marginally significant
impacts on ROA; and, the influence of
postgraduate degrees on held by board of
management members on Tobin’s Q was
significant and positive.
The following hypothesis is formulated
based on the previous findings:
Hypothesis 3. Board educational level has a
positive influence on firm performance.
2.2.4. Influence of CEO duality on corporate
performance
Conflicting results have been drawn when
examining the impact of CEO duality on
performance variables. The direction and
magnitude of CEO duality – performance
relationship was tested in study of Boyd (1995).
He used contingency model and presented that the
CEO duality has highly positive association with
performance in low munificent and high complex
environment. Based on the study of Boyd (1995),
using a huge database of over 11,000 Swedish
firms from the year 2005 to 2009, Mohammadi,
Basir & Lööf (2015) also suggested that the
positive impact of CEO duality increases by firm
performance measured by ROA.
holding the position of chairman of the board of
directors will be more effective. The studies of Vo
and Phan (2013), and Vo and Nguyen (2014)
identified a significant and positive relationship
between duality and firm performance measured
by ROA. These results supported the stewardship
theory in which the concentration of power for the
CEO in the board of directors will give the CEO a
high self-determination, forming a clear and
decisive leadership style, and thus creates better
value and better company performance.
From the previous discussion, the following
hypothesis is tested:
Hypothesis 4. CEO duality has a positive
influence on firm performance.
2.4.5. Moderating roles of family ownership
In terms of moderating effect, few studies
depend on the family control, or family
ownership, as a moderating variable. With regard
to family control (proportion of members of one
family or relatives in the board of directors), on a
panel data set drawn from Jordan firms from 2009
to 2013, Makhlouf, Laili, Ramli, Al-Sufy and
Basah (2018) found that there was a significant
negative influence of family control on the
relationship between the effectiveness of the
board of directors and firm performance,
specifically market-based variable Tobin’s Q, but
insignificant effect with accounting variable
ROA. They assumed that the families’ members
use their positions to benefit their own interests,
and ignore the firm's interests, which leads to
agency problem. Their study suggested that future
studies should use other measurements for family
control such as family ownership (percentage of
shares). Further, the differences of effect with two
dependent variables are because of their
respective advantages and disadvantages;
therefore, it is necessary to incorporate both in
research (Makhlouf, Laili, Ramli, Al-Sufy &
Basah, 2018).
On the contrary, CEO duality has been
proven to have negative effect. Dogan (2013)
examined the relationship for a sample of 204
listed firms on Istanbul Stock Exchange (ISE)
between the years 2009 and 2010 in Turkey.
ROA, ROE and Tobin’s Q were used as
financial performance measures, and the results
showed that CEO duality had a negative impact
on the firm performance, consistent with the
agency theory. More interestingly, the direction
of impact of CEO duality on corporate
performance can be contrasting when using
different dependent variables.
Up to now, the corporate governance legal
framework has been fully compliant with the
requirements and governance principles of the
world. However, with many Vietnamese
companies, corporate governance is still limited
and weak (Nguyen & Vo, 2015). These weak
applications of corporate governance can make
family effect adversely influences the impact of
governance on firm performance.
From the above discussion, the following
hypotheses are proposed:
Hypothesis 5a. Family ownership negatively
moderates the influence of board size on firm
performance.
In Vietnam, many studies have suggested
that companies having the CEO concurrently
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Hypothesis
5b.
Family
ownership
Hypothesis
5d.
Family
ownership
negatively moderates the influence of board
independence on firm performance.
negatively moderates the influence of CEO
duality on firm performance.
Hypothesis 5c. Family ownership negatively
moderates the influence of board educational level
on firm performance.
The proposed hypotheses are illustrated in
the figure 3.
Figure 3. Proposed model showing relationships among the study variables
Based on previous studies, firm size and
companies, insurance firms and investment funds
due to significant difference of the capital
structures and operations’ requirements. Because
there is fragment of this public data set, it is
necessary to use several other sources which are
publicly available such as firms’ annual reports,
corporate governance reports and the firms’
information on two websites - cafef.vn and
vietstock.vn. After eliminating outliers, the final
data set remains at 1,120 samples of 225 firms.
3.2. Measurement
leverage are often included in the models as control
variables, so they are adopted in this study. For
leverage, debt ratio (liabilities over assets) is
selected since it is a popular financial ratio and it is
not complex to collect information and calculate.
The debt ratio is also used in the study of Makhlouf,
Laili, Ramli, Al-Sufy and Basah (2018).
3. Methodology
3.1. Data collection
Data are collected at the firm level from the
data set of HOSE from 2015-2019. The data
sample does not include banks, financial
Variables and their measurement are
summarized in Table 1 below.
Table 1: Measurement of variables
No. Variables
Measurements
References
Independent variables: Board of directors' characteristics
The number of directors on the board
Adhikary and Le (2014); Vo and Nguyen
(2014); Vo and Phan (2013)
1
2
BSIZE
BIND
The number of outside directors classified as Adhikary and Le (2014); Kiel and
“independent directors” scaled by board size
Nicholson (2003); Vo and Phan (2013)
The number of board members that have Ciavarella (2017); Darmadi (2013);
postgraduate degrees (at least Master degree) Somathilake (2018)
divided by board size
Binary variable, equals “1” if the chairman also Abdullah (2004); Dogan (2013); Vo and
holds CEO position, and “0” if there is separation of Phan (2013)
ownership and management
3
4
BEDU
CDUAL
Dependent variables: Firm performance
Abdullah (2004); Ciavarella (2017);
Dogan (2013); Vo and Nguyen (2014)
Abdullah (2004); Dogan (2013);
ROA = (Net income)/(Total assets)
5
6
ROA
ROE
ROE = (Net income)/(Total equity)
Ciavarella (2017); Vo and Nguyen (2014)
Q = (Market capitalization) / (Book value of equity) Dogan (2013); Fauzi and Locke (2012)
7
Tobin’s Q Market capitalization = EPS x P/E x number of total
outstanding shares.
Z = 1.2X1 + 1.4X2 + 3.3X3 + 0.6X4 + 0.999X5
(X1 =Working capital/Total assets;
Altman (1968); Vo and Nguyen (2014)
X2 = Retained earnings/Total assets;
X3 = Earnings before interest and taxes/Total assets;
X4 =Market capitalization/Total liabilities; and
X5 = Sales/Total assets)
8
Z-score
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Table 1: Measurement of variables
Moderating variable: Family ownership
Binary variable, equals “1” for family firms, and “0” Atılgan (2019); Banalieva and Eddleston
for non-family firms. A family business is the (2011); La Porta, Lopez de Silanes and
company that one family’s members have a Shleifer (1999)
minimum ownership stake of 20%. The presence of
family members is considered in both the board of
directors and the board of managers or chief
9
FOWN
accountant. In addition, family relationship is
considered in several generations. It means that
distant relatives such as the grandmother or
grandfather, father or mother, siblings or half-
siblings, aunt or uncle, niece or nephew, and cousins
should be considered in a family.
Control variables
The natural log of the book value of total assets
Total liabilities / Total assets
Adkihary and Le (2014); Makhlouf, Laili,
Ramli, Al-Sufy and Basah (2018)
Makhlouf, Laili, Ramli, Al-Sufy and Basah
(2018)
10
11
FSIZE
LEV
unobservable heterogeneity for each observation
in the sample to be eliminated and
multicollinearity among variables to be
decreased. There are three regression models used
to analyze the panel data set to choose: fixed effect
model (FEM), random effect model (REM), and
generalized least squares (GLS) model. To choose
the optimal model, three tests are used: Hausman
test (to choose between FEM and REM),
heteroskedasticity tests, and Wooldridge test
(autocorrelation test).
3.3. Data analysis
In order to find the relationship between
board structure and firm performance and the
moderating role of family ownership, the
following regression models are used.
Model 1: Testing the direct relationship
between board characteristics and corporate
performance variables.
(1) Performanceit = α0 + α1BSIZEit + α2BINDit +
α3BEDUit + α4CDUALit + (control variables) + uit
Model 2: Testing the effect of moderator on
the relationship between variables.
4. Results
(2) Performanceit = α0 + α1BSIZEit
+
4.1. Descriptive analysis
α2BINDit + α3BEDUit + α4CDUALit + (control
variables) + β1FOWNit + β2BSIZEit*FOWNit +
Table 2 shows the descriptive analysis about
the variables of study including number of
observations, mean, standard deviation, max
value and min value of variables.
β3BINDit*FOWNit
+
β4BEDUit*FOWNit
+
β5CDUALit*FOWNit + uit
Using Stata statistical software, this study
uses panel data approach, which allows the
Table 2: Descriptive analysis
Mean Std. Dev.
5.623 5.587
Variable
ROA
ROE
Obs
Min
-14.49
-187.47
0.1
-0.43
3
0
0
Max
29.9
68.73
4.91
25.68
11
0.83
1
1
1,120
1,120
1,120
1,120
1,120
1,120
1,120
1,120
1,120
1,120
1,120
1,120
10.463
1.129
2.821
5.751
0.217
0.280
0.248
0.197
10.317
28.201
0.484
12.973
0.769
2.388
1.308
0.184
0.250
0.432
0.398
16.027
1.267
0.199
TobinsQ
Zscore
BSIZE
BIND
BEDU
CDUAL
FOWN
FOWN (%)
FSIZE
0
0
0
1
80.76
33.63
0.97
25.58
0.03
LEV
In terms of performance, both ROA and
ROE’s means suggesting that the majority of
firms’ performance is good. For Tobin’s Q, the
mean around 1.13 is also considered as good
performance, and it may indicate that the stock is
overvalued.
Z-score
presents
acceptable
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performance in Vietnamese listed firms on HOSE;
it averages 2.82 which is in the high-end of the
grey zone from 1.8 to 2.99.
which is only a half of the number in the current
study. These suggest that family ownership in a
company has increased over time.
Regarding the board characteristics, board
size in Vietnamese listed firms on HOSE' ranges
from 3 to 11 directors, with 6 in average,
suggesting that most firms have sufficient
directors. Moreover, the low representation of
independent directors and highly educated
directors suggests that the involvement of them is
still uncommon in Vietnamese listed firms.
Similarly, CEO duality is not too popular as well,
with around 24.82% of firms in average have
duality of CEO and chairman positions.
With respect to moderating variable,
approximately 19.73% of firms that have a family
owning at least 20% of total outstanding shares.
The average ownership of a dominated family is
10.32%. In the study of Nguyen and Vo (2019)
which studied 315 HOSE companies from 2013 to
2017, family ownership averaged at around 4.8%
Concerning control variables, the mean value
of leverage is 0.48, indicating that most of the
firms' assets are financed quite well-balanced
through equity and liabilities.
4.2. Diagnostic tests
4.2.1. Correlation matrix and variance inflation
factor (VIF)
Table 3. shows the correlation among
variables, in which, there is no significant
relationship among independent variables. The
maximum coefficient of correlation matrix is
0.112 via relationship between board size and
board independence. In addition, the VIF factor
(Variance Inflation Factor) is also presented in
Table 3. In general, the VIF factors are smaller
than 10 and the maximum value is 1.41. It means
that the model does not contain multicollinearity.
Table 3: Correlation matrix among variables
ROA
1
ROE
TobinsQ
Zscore
BSIZE
BIND
BEDU
CDUAL
FOWN
FSIZE
LEV
VIF
ROA
ROE
0.752
1
TobinsQ 0.518
0.372
0.326
0.075
1
Zscore
BSIZE
BIND
BEDU
0.639
0.050
0.485
0.150
-0.044
0.111
-0.032
-0.048
0.125
-0.048
1
-0.041
0.027
0.051
-0.032
-0.058
-0.254
-0.565
1
1.16
1.04
1.17
1.13
1.15
1.41
1.18
-0.005 -0.022
0.066 0.026
0.112
0.063
-0.064
0.043
0.339
0.03
1
0.013
0.142
0.051
0.024
1
CDUAL -0.047 -0.037
-0.083
-0.154
0.281
1
FOWN
FSIZE
LEV
-0.032
0.027
0.297
-0.038
0.029
1
-0.109 -0.007
-0.413 -0.090
0.073
0.132
1
-0.075 -0.109
0.300
1
4.2.2. Choosing the appropriate regression model
for panel data
Wooldridge test is conducted to check
whether there is an autocorrelation issue in the
data. The result shows that 6 models suffer from
autocorrelation, where the p-value < 0.05 (1, 3, 4,
5, 7, 8), and 2 models have no autocorrelation,
where the p-value > 0.05 (2, 6).
Table 4. shows the three tests to choose
between FEM, REM, and GLS. At first, Hausman
test is conducted for 8 models, and 6 models (1, 2,
4, 5, 6, 8) have p-value > 0.05 which indicates that
the REM should be used instead of FEM, and 2
models (3, 7) have p-value < 0.05 which indicates
that the FEM is more appropriate.
Then, heteroskedasticity test is run. For 6
models that use REM (1, 2, 4, 5, 6, 8), Breusch
and Pagan Lagrangian multiplier test is used, and
for 2 models that use FEM (3, 7), Modified Wald
test is used. There is heteroskedasticity problem in
all 8 models.
All
8
models have heteroskedasticity
problem and 6 out of 8 models have
autocorrelation problem. Therefore, GLS is a
more appropriate model to be used, since GLS is
better
heteroskedasticity
(Wooldridge, 2002).
suited
when
the
model
autocorrelation
has
and
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Chuyên mục: Quản trị - Quản lý - TẠP CHÍ KINH TẾ & QUẢN TRỊ KINH DOANH SỐ 15 (2020)
Table 4: Choosing the appropriate regression model for panel data
Hausman test
(FEM or REM)
Heteroskedasticity test
(Modified Wald test for FEM,
Breusch and Pagan Lagrangian
multiplier test for REM)
Chi2 (Prob > chi2)
782.71 (0.000)
Autocorrelation test
(Wooldridge test)
Chi2 (Prob > chi2)
9.36 (0.154)
Chi2 (Prob > chi2)
40.639 (0.000)
2.689 (0.102)
58.248 (0.000)
7.257 (0.008)
42.965 (0.000)
2.677 (0.103)
62.690 (0.000)
ROA
ROE
TobinsQ
11.71 (0.069)
41.12 (0.000)
3.93 (0.686)
13.63 (0.254)
14.66 (0.199)
55.46 (0.000)
189.43 (0.000)
3.1e+06 (0.000)
1076.23 (0.000)
770.44 (0.000)
183.91 (0.000)
9.8e+05 (0.000)
Model 1
Model 2
Zscore
FOWN, ROA
FOWN, ROE
FOWN,
TobinsQ
FOWN, Zscore
10.60 (0.478)
1058.26 (0.000)
6.893 (0.009)
table, there is a positive relationship between
board size and firm performance. In contrast, the
effect of board independence and CEO duality is
found to be negative on firm performance. For the
relationship between board educational level and
the performance of firms, there is no significant
effect found.
4.3. Generalized least squares (GLS) model
results
4.3.1. Direct influence of board characteristics on
corporate performance
Table 5 summarizes the GLS regression
results for model 1 which tests the direct
relationship between board characteristics and
performance variables. As observed from the
Table 5: GLS model results for testing the direct relationship between board characteristics and
corporate performance variables
(1) ROA
Coefficient
0.264 ***
-0.0344
-0.0218
-0.339 *
-0.083
-11.66 ***
11.96 ***
(2) ROE
Coefficient
0.607 ***
-1.754 **
0.801
-0.741 **
-0.154
-4.153 ***
13.71 ***
(3) TobinsQ
Coefficient
0.0358 ***
-0.159 **
0.102
-0.0275
0.00752
-0.158 **
0.610
(4) Zscore
Coefficient
0.0145
-0.202
0.0679
BSIZE
BIND
BEDU
CDUAL
FSIZE
LEV
-0.0051
-0.212 ***
-5.462 ***
11.04 ***
Cons
Note: * p<0.1, ** p<0.05, *** p<0.01
4.3.1.1. Influence of board size on corporate
performance
and increase firms’ profitability (Nguyen, Doan &
Nguyen, 2020). Additionally, although some
papers have argued that larger boards are
ineffective due to the lack of coordination and
free-rider problems (Jensen, 1993), the maximum
board size of Vietnamese listed HOSE companies
is 11 members with an average of six board
members, which is not high compared to the board
size in other countries around the world (from 3 to
31 members). This suggests that with the
appropriate number of directors, Vietnamese
director boards can still maintain their
effectiveness in monitoring the CEO and
management team.
4.3.1.2. Influence of board independence on
corporate performance
In terms of board independence, negative
relationships with ROE and Tobin’s Q are found,
hence hypothesis 2 is rejected. Those results also
indicate that the higher the proportion of
With regard to board size, its coefficient
exhibits strongly significant and positive
relationships with 3 performance variables ROA,
ROE, and Tobin’s Q which supports the agency
theory that larger board size creates greater firm
value. For the relationship between board size and
Z-score, the model shows positive but
insignificant relationship. Therefore, hypothesis 1
is partially supported. This can be explained that
in Vietnam, the small board of directors tends to
be dominated and manipulated by the
management team. Due to the lack of control in a
small board, the management team easily
overtake at work and conceal material issues.
Therefore, larger boards which can generally
spend more time and experience are supposed to
be better. Hence, Vietnamese listed companies
with larger board size may reduce agency costs
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Chuyên mục: Quản trị - Quản lý - TẠP CHÍ KINH TẾ & QUẢN TRỊ KINH DOANH SỐ 15 (2020)
independent directors on board is, the lower
performance firms have.
performance variables are non-significant. Thus,
education backgrounds of directors do not play a
significant role in determining the company’s
performance, countering hypothesis 3. The
insignificant result indicates that it is not education
that mainly helps the firm’s performance, but maybe
due to other characteristics of the board such as
disciplinary attitude and working experience. In
Vietnam, most of business schools emphasize too
much abstract theories and do not put enough
attention to improving practical skills. They are
more focused on research education rather than
practical management. Thus, education seems to be
of little importance to practical tasks that directors
have to deal with in real business environment.
4.3.1.4. Influence of CEO duality on corporate
performance
These findings are opposite to discussed
article 134 of the Enterprise Law 2014 stating
that at least 20% of the board must be
independent. The contradiction may be due to the
idea that independent directors are unnecessary
in Vietnamese companies. Thus, there are
chances that many firms appoint independent
directors just to comply with the law, or in some
cases they even mistaken what criteria that make
an independent director.
Further, the in-depth discussion of roles of
independent directors are taken. In countries with
weak corporate governance, independent
directors may not fully recognize their duties due
to the lack of detailed guidelines in the
governance codes. Using qualitative research
method to collect information on the perceptions
of independent directors about their roles and
challenges on their boards, Nguyen, Evans and Lu
(2017) found that in the advisory role, Vietnamese
independent directors were facing several
difficulties. The first one was information
asymmetry between insiders and outsiders, which
is also an issue in transition economies. In
addition, independent directors claimed that
CEOs intentionally held back information, and
that they needed to rely mostly on public
information and information from the formal
board meeting. That prevented them from having
sufficient information to understand the nature of
decisions to be made (Nguyen, Evans & Lu,
2017). Therefore, the roles of independent
directors in Vietnamese board are not fulfilled and
board effectiveness can be decreased due to the
lack of quality advice and monitoring.
Additionally, Ni and Purda (2012) observed
that independent directors can diminish firm
performance since an increase in the proportion of
t on a firm’s board leaded to more conservative
operating decisions. These decisions contributed to
the consequences that idiosyncratic risk was lower
and stock returns had less negative skewness,
implying a lower risk of stock price crash.
However, investment rates were lower, growth
opportunities were reduced, and the firms were less
likely to make acquisitions. This can help explain
the reason why independent directors can diminish
firm performance since conservative decisions may
result in missed opportunities for risky but
potentially large gains (Ni & Purda, 2012).
Regarding CEO duality, similar to board
independence, all
4
coefficients with
4
performance variables are negative. Yet, only
influence of CEO duality on 2 accounting
measures (ROA and ROE) are statistically
meaningful. The results support the agency theory
which confirms that the firm with split titles of
CEO and chairman of the board will improve its
performance, and so hypothesis 4 is rejected.
The findings comply with the Decree
71/2017 established the Government of Vietnam,
stating that in public companies, the duality of the
roles of CEO and chairman is banned without any
exception. This will take effect from August 1st,
2020, and is supported by listed companies,
including family-owned companies (Nguyen,
2017). In Vietnamese enterprises, the CEO often
depends on the major shareholders in the business,
so they often run the company for the benefit of
these big owners. The interests of major
shareholders and business interests (including the
interests of minor shareholders) are sometimes
heterogeneous. This distorts the implementation
of the owners' resolutions in general and damages
minor shareholders. Furthermore, the key task of
the board of directors is to supervise the board of
management to operate effectively. This will be
difficult to implement if the chairman of the board
of directors is also the person assigned to manage
the firm. Another reason is related to time
management of the CEO. CEOs are often very
busy people because of the day-to-day running of
the company and their responsibilities are often
given priority to the responsibilities of the
chairman of the board.
4.3.1.3. Influence of board educational level on
corporate performance
With respect to board educational level, the
relationships of professional diversity on all 4
4.3.2. Moderating roles of family ownership
Table 6. summarizes the GLS regression
results for model 2 which tests the effect of
moderator FOWN between board characteristics
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Chuyên mục: Quản trị - Quản lý - TẠP CHÍ KINH TẾ & QUẢN TRỊ KINH DOANH SỐ 15 (2020)
and performance variables. From the table, it is
noticeable that family ownership plays a negative
moderating role in the relationship between board
independence and performance and the
relationship between board educational level and
performance. However, the moderating effects of
family ownership on the relationship between
board size and CEO duality with performance are
not statistically significant.
Table 6: GLS model results for testing the effect of moderator on the relationship between variables
(5) ROA
Coefficient
0.259 ***
0.0801
0.0633
-0.35 *
-0.0843
-11.57 ***
0.842
(6) ROE
Coefficient
0.549 ***
-2.126 **
1.657 **
-0.739 **
-0.146
(7) TobinsQ
Coefficient
0.0321 ***
-0.184 ***
0.104
-0.0265
0.0124
-0.158 *
-0.255
(8) Zscore
Coefficient
-0.00499
-0.032
0.143
0.0398
-0.212 ***
-5.45 ***
0.076
BSIZE
BIND
BEDU
CDUAL
FSIZE
LEV
FOWN
-4.204 ***
-0.243
BSIZEFOWN
BINDFOWN
BEDUFOWN
CDUALFOWN
Cons
-0.097
-0.913
-0.466
0.126
0.265
4.197
-3.642 *
-0.871
13.45 ***
0.0216
0.189
-0.198
0.0384
0.056
-0.821 **
-0.65 **
-0.0636
11.09 ***
11.71 ***
0.516
Note: * p<0.1, ** p<0.05, *** p<0.0
For the moderating effects of FOWN, the
coefficients of board variables (alphas) and
interaction variables (betas) are taken into
account. In particular, for FOWN’s effect on
BIND and performance variables, the coefficients
of BIND (α2) and the coefficients of interaction
term BIND*FOWN (β3) are considered. For
BIND, its coefficients are negative on ROE and
Tobin’s Q, meaning that when a business is non-
family-owned, BIND has negative effect on ROE
and Tobin’s Q. As regards the interaction variable
BIND*FOWN, effect on Z-score is significant
and negative, meaning that when a business is
family-owned, having a lot of independent
directors on the board can cause adverse effect on
the risk of bankruptcy of the firm, but
insignificant impacts on other variables.
Therefore, hypothesis 5b is partially accepted. It
can be explained that in family firms, the
dominating family members have the powerful
voice and can have the last saying on the decision-
making processes. The presence of independent
directors may be uninfluential on these firms, or
worse, it can cause conflict between independent
directors and other directors that are close with the
dominating family or under pressure by their
power, rather than contributing to the
effectiveness of the board by providing objectivity
to the board. Such conflict leads to lower
performance of the firm.
significantly positive, suggesting that in non-
family firms, BEDU has positive effect, but
BEDU*FOWN’s coefficient on ROE is negative,
suggesting that in family firms, that positive effect
is lower compared to in non-family ones. That
means FOWN negatively moderates the effect of
BEDU on ROE. For other performance variables,
BEDU’s coefficient is positive but insignificant;
BEDU*FOWN’s coefficient is significantly
negative on Z-score, but insignificant on ROA and
Tobin’s Q. Overall, this indicates that family
ownership has a negative moderating effect on the
relationship between board educational level and
firm performance (ROE and Z-score), or in other
words, in a family firm, more members with
postgraduate degrees can lower firm performance
more compared to the context in a non-family one.
Hence, hypothesis 5c is partially accepted. The
reason for this circumstance is similar to the one
with board independence. In Vietnam family
firms, the influence of the dominating family on
the process of making decision in corporate
activities is enormous that the words of highly
educated directors are ignored or sometimes
generate discord between the two, assume that the
dominating family usually has few directors
holding high-level qualifications. Nonetheless,
this assumption needs more testing, so in the
forthcoming studies, descriptive statistics of
family and non-family firms should be separated
and the number of directors holding postgraduate
degrees in the dominating family in family firms
should be included. Moreover, in family
businesses, they are used to dealing with problems
by utilizing their experience and self-learned
For the moderating effect of FOWN on the
relationship between BEDU and performance
variables, the coefficients of variable BEDU (α3)
and interaction variable BEDU*FOWN (β4) are
considered. BEDU’s coefficient on ROE is
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Chuyên mục: Quản trị - Quản lý - TẠP CHÍ KINH TẾ & QUẢN TRỊ KINH DOANH SỐ 15 (2020)
knowledge. Directors holding high qualifications
may advise others with too much theories which
cause confusion or cannot be applied effectively
within the practical business.
variables, suggesting that the study fails to
confirm a significant moderating effect of family
ownership on the relationship of board size and
CEO duality with firm performance. Thus,
hypotheses 5a and 5d are rejected.
Regarding
the
interaction
variable
BSIZE*FOWN and CDUAL*FOWN, no
significant effect is found on performance
Table 7. below provides an overview of
findings compared to hypotheses.
Table 7: Hypotheses testing
Hypotheses (predicted effect direction)
Supported or not
Details
supported (effect
direction in results)
Hypothesis 1. Board size has a positive Partially
upported Effects on ROA, ROE, Tobin’s Q are
positive. Effect on Z-score is
insignificant.
influence on firm performance (Positive)
(Positive)
Hypothesis 2. Board independence has a
positive influence on firm performance
(Positive)
Not supported
(Negative)
Effects on ROE, Tobin’s Q are negative.
Effects on ROA, Z-score are
insignificant.
Hypothesis 3. Board educational level has a
positive influence on firm performance
(Positive)
Not supported
(Insignificant)
Effects on ROA, ROE, Tobin’s Q, Z-
score are insignificant.
Hypothesis 4. CEO duality has a positive
influence on firm performance (Positive)
Not supported
(Negative)
Effects on ROA, ROE are negative.
Effects on Tobin’s Q, Z-score are
insignificant.
Hypothesis 5. Family ownership negatively
moderate the relationship between board
characteristics and firm performance
(Negative)
Partially supported
(Negative)
FOWN negatively moderates BIND on
Z-score. FOWN negatively moderates
BEDU on ROE and Z-score.
Other
moderating
effects
are
insignificant.
implemented for companies that misidentify
independent board members; their corporate
governance scores should be reduced more
heavily. Thus, the awareness of the significance of
independent directors and corporate governance
will be raised. Then, when they can perform their
roles without information restrictions from the
insiders, they will contribute positive effects on
firms’ performance.
5. Conclusion
5.1. Implications
Theoretically, the research makes
a
contribution to the corporate governance literature
by studying the effects of board characteristics on
firm performance. Further, to the best of the
author’s knowledge, this is the first study which
examines the moderating effect of family
ownership on the relationship between board
characteristics and firm performance.
Third, from the results of the insignificant
influence of board members’ educational level, it
is recommended that when it comes to someone
being voted or appointed into the board of
directors, in terms of educational background,
high degree should not be a critical requirement.
Fourth, CEO duality’s negative impact on
corporate performance indicates that firms should
separate the titles of CEO and chairman instead of
having one person take responsibilities of the two
positions. When the Decree 71/2017 about
banning CEO duality takes effect in August 2020,
regulators should enforce the law rigorously.
Fifth, the negative moderating effects of
family ownership on the influences of
independent directors and board educational level
on firm performance indicate that, at the policy
level, regulators should draw some policies to
lessen the power of the dominating family in
family firms, or, consider to limit the number of
Practically, this study has multiple important
implications.
First, from the findings of the positive effect
of board size, the author suggests that, at the firm
level, corporations in Vietnam should follow a
large board size. The Enterprise Law 2014 limits
the board size number from 3 to 11, so firms
should seek the higher end of that range (from the
mean of 6 to the maximum of 11).
Second, some suggestions are made after
observing the negative effect of independent
directors. Rather than implicating firms to limit
the number of independent members on their
boards, the author suggests that at the policy level,
Government of Vietnam, Security Exchange
Commission and other relevant authorities in
Vietnam should act strongly and quickly to ensure
that the law provisions of independent directors
are strictly followed. Sanctions should be
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Chuyên mục: Quản trị - Quản lý - TẠP CHÍ KINH TẾ & QUẢN TRỊ KINH DOANH SỐ 15 (2020)
boards consisting of family that can hold to their
ownership proportion.
5.2. Limitations and future research
and other ownership factors such as state
ownership and foreign ownership. Thirdly, the
assumption that the dominating family usually has
few highly educated directors (to explain the
negative moderating effect of family ownership
on the relationship between board educational
level and firm performance) is not tested. Hence,
future research can be undertaken to investigate
this assumption and give a clearer explanation on
the aforementioned effect. Lastly, the board
characteristics in this study only include four
variables, so it will be better to incorporate other
characteristics such as board age, gender
diversity, board experience, etc.
This study is still subject to some limitations
which provide opportunities for future research.
Firstly, the selection of firms is restricted to non-
financial firms (industrial and service firms),
while financial firms are excluded. Thus, it would
be useful to for future studies to examine such
relationship on financial firms. Secondly, this
study focuses on the moderating effect of family
ownership in board of directors, so it would be
useful for forthcoming research to use other
measurements for family power or control such as
family presence, measurements for founder effect,
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Thông tin tác giả:
Ngày nhận bài: 21/10/2020
Ngày nhận bản sửa: 04/12/2020
Ngày duyệt đăng: 30/12/2020
1. Trương Bảo Thạch
- Đơn vị công tác: Trường Đại học Bách khoa – ĐHQG HCM
2. Phạm Tiến Minh
- Đơn vị công tác: Trường Đại học Bách khoa – ĐHQG HCM
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