1. Introduction
In this study, we have analyzed the effect of social relations between outside directors and CEO on earnings manipulation. In line with previous studies (
Hwang and Kim 2010), we define social relations as non-familial relations. These relationships develop from present and previous employment and education. These kinds of relationships among the board of directors and top management weaken the corporate governance mechanism of the company and lead to corporate inefficiency (
Dey and Liu 2010;
Fracassi and Tate 2012;
Hwang and Kim 2009;
Hwang and Kim 2010;
Schmidt 2015;
Westphal and Graebner 2010). In our research, we have also incorporated the impact of CEO duality on earnings management because prior research shows that CEO duality has an effect on earnings management (
Klein 2002) and networking within the board (
Fracassi and Tate 2012). As separation of CEO and chairman of the board was not mandatory in Pakistan until 2012, a dual role of CEO and Chairman was prevalent in listed companies; thereby, a CEO’s position was more powerful. For example,
Fracassi and Tate (
2012) suggested that powerful CEOs prioritize board members from their own social network and provide them access to inside information, which ultimately hinders an effective monitoring process (
Jensen 1993).
The motivation of this research is derived from the following reasons:
(1) CEOs with social ties may undermine the independence of the board in order to gain personal benefit (i.e., compensation plan & tenure extension) and implement CEO friendly policies. The board is responsible for monitoring the CEO’s decisions but a board with social ties may be reluctant to act against CEO interests (
Krishnan et al. 2011).
(3) The absence of guidelines covering social connections among board members in the “Code of Corporate Governance in Pakistan”.
(4) The existence of powerful CEOs (CEO duality) in Pakistani listed companies.
Accounting numbers are used to measure the firm performance, and these numbers are very important because they convey information related to current and future inflows and outflows of the firms to the existing and potential investors. However, accounting standards (IAS and IFRS) allow managers to use their discretion in the calculation of accounting earnings, such as estimation of bad debts and depreciation. Managers can use their discretion for exaggeration of the accounting numbers in order to deceive investors and creditors about a firm’s performance.
Agency theory (
Jensen and Meckling 1979) posits the presence of possible conflicts of interest between management objectives and stockholders’ objectives, which could incentivize management to track their own goals dissimilar to the shareholders’ goals. Managers have access to inside information that could be utilized for their own benefits (
Easley and O’hara 2004), so they might be involved in manipulation of information for their own motives such as increasing managerial compensation, avoiding violation of debt covenants and technical default, influencing investors’ expectations, and reducing the cost of capital.
‘Earnings management occurs when managers use judgment in financial reporting and in structuring transactions to alter financial reports to either mislead some stakeholders about the underlying economic performance of the company or to influence contractual outcomes that depend on reported accounting numbers’ (
Healy and Wahlen 1999).
It is still unclear which characteristics measure the real independence of directors (
Hwang and Kim 2010). Therefore, this study is an attempt to focus on one of the most important characteristics, i.e., social connections between CEOs and outside directors that seem to undermine board independence. Moreover, social relationships among the team/board members play important roles in creating and maintaining the normative expectations in the team/board (
Mills and Clark 1982;
Uzzi 1996). Therefore, these relationships might be used by CEOs to influence the decision and undermine the real independence of the board. Similarly,
Krishnan et al. (
2011) highlighted in their study that preexistence of social relationships of a CEO with independent directors weakens the ability of independent directors to question his/her decisions, intentionally or unintentionally.
Sarbenes Oxley Act identified a CEO as one of the key positions to ensure the reliability and objectivity of financial statements. On one hand, a CEO as part of management is responsible for maintaining the transparency in the financial statement, and the board of directors are supposed to monitor the decisions of the management including the CEO. On the other hand, social relations of a CEO with board members did not catch the attention of previous researchers and regulators have not developed formal guidelines in this regard such as a “code of corporate governance” (
Hwang and Kim 2010). These social relations can influence the transparency of accounting records and undermine the monitoring of independent directors.
Fracassi and Tate (
2012) showed that social connections reduce a firm’s value in the absence of other governance mechanism, such as investor protection and weak law enforcement. In Pakistan, other governance mechanisms are either weak or virtually non-existent (
Ashraf and Ghani 2005). Similarly,
Leuz et al. (
2003) clustered the countries according to their institutional settings in the study, where Pakistan was ranked in the third cluster (insider economies).
These settings and characteristics of Pakistan provide an ideal environment to conduct a study on board monitoring mechanisms and earnings management in the context of social-ties between a CEO and outside directors.
Hwang and Kim (
2010) and
Krishnan et al. (
2011) analyzed the link between social relationships of directors with CEOs and suggested that these relationships increased the likelihood of earnings management. But prior work is mostly focused on the western part of the world.
Fan and Wong (
2002) suggested that studies conducted in developed economies could not be generalized to developing economies because ownership structure and institutional settings are different from developed parts of the world.
Our results make significant contributions to the existing research on socially connected boards and costs of these social relationships for corporate governance. Specifically, we have shown that socially connected directors are positively related with earnings management and the relationship becomes more prominent in the presence of CEO duality. Our research also provides new evidence on the effectiveness of independent directors in the presence of social relationships with CEOs. Our findings suggest that independent directors are unable to constrain the earnings management activities in the presence of a social relationship with a CEO. As a result, a regulatory authority (such as Securities Exchange Commission Pakistan) can incorporate guidelines related to social relationship in the ongoing reform of corporate governance. The findings of the study make an important contribution to the literature of corporate governance from the perspective of independent directors. We add further evidence to previous literature on CEO affiliations by analyzing social affiliation, similar to previous researchers that have analyzed political affiliation (
Cheema et al. 2016;
Li et al. 2016) and familial affiliations (
Chi et al. 2015).
The remainder of the paper is organized as follows: In the later part, we have reviewed the literature and develop hypotheses. Then, we have discussed our research design. In the last section, we have explained the results and have drawn conclusions.
4. Empirical Analyses
Table 2 summarizes the descriptive statistics of the variables used in the study. The earnings management (EM) has a mean of 0.1485. The mean value of the proportion of outside directors (BIND) is 0.1561, which means that on average a company has 15.61% outside directors. The mean of the social networking index (SOCIAL) is 0.6630, which means that in 66.3% of firms, the CEOs have social connections with outside directors. The mean of the dual structure of the CEO (DUAL) is 0.4673, showing that 46.73% of firms have CEO duality.
Table 3, shows the correlation between the earnings management (EM), proportion of outside directors (BIND), CEO duality (DUAL) and other firm characteristics. Earnings management (EM) and social relations (SOCIAL) are positively related, showing that close social relations lead to higher earnings management. Proportion of outside director (BIND) is also positively correlated with earnings management (EM).
Table 4 summarizes multivariate analysis. In Model 1, board independence (BIND) shows positive and significant relationships with earnings management (see
Table 4). This phenomenon can be explained by several factors such as the code of corporate governance (2012) did not mandate public companies to hire independent directors for their board, so many companies do not have independent directors on their board. The companies have independent directors on their board but they are not independent-minded. It is because of the questions raised in the previous literature that “whether independent directors are independent-minded with respect to CEOs” (
Hwang and Kim 2010) or the existing formal definition of the board independence really incorporates the social ties (
Krishnan et al. 2011), i.e., directors who have social-ties with CEO may work on the board as an outside director but do not improve the monitoring mechanism, rather he/she provides biased support to the CEO (
Fracassi and Tate 2012). We checked the robustness of our analysis by incorporating Jones Model in
Table A1 in
Appendix A.
In addition, social ties among directors and CEO may weaken the monitoring mechanism of corporate governance and increase the earnings management activities. In order to be more specific, we divided sub-samples on the basis of existence of social connections. In
Table 4, Sub-sample 1 (Connected-boards) shows the firms in which the SOCIAL score is higher than its mean (1.30). Sub-sample 2 (Non-connected-boards) show the firms in which the SOCIAL score is less than mean (1.30). In Model 2, we only include subsample 1 (Connected-boards); we found that the relationship between (BIND) and (EM) earnings management became more intense. It suggests that the existence of social networks between CEOs and independent directors may lead to earnings management or CEOs can use discretion over the decisions more easily in the existence of social relationship. The code of corporate governance of Pakistan focuses more on financial and familial relations of independent directors with firms or management of the firm. However, social relations are not addressed in the code of corporate governance of Pakistan. It is reasonable that these informal relations can be used by CEOs to gain biased support from independent directors in board decisions. Our results are in line with previous studies, for example (
Dey and Liu 2010;
Fracassi and Tate 2012;
Hwang and Kim 2010) and suggest that the existence of social connections among independent directors and firm’s management undermine the corporate governance. In addition, model 3, which includes sub-sample 2 (Non-connected-boards), shows the negative but statistically insignificant relationship between board independence (BIND) and earnings management (EM). The sub-sample only includes the firms that have fewer social connections as compared to model 2 (Connected-boards). These results also suggest that the presence of social relations may lead to earnings management
Overall, our results suggest that outside directors fail to provide an effective role in constraining earnings management practices in the presence of social relations. Similarly, it has been acknowledged by
Westphal and Graebner (
2010) that social connections in board weaken the independence of directors. Further
Krishnan et al. (
2011) also suggest that social networks create hindrances in achieving primary objectives of corporate governance and reduce the quality of information.
In
Table 5 and model 4, the result shows positive and significant relationships between earnings management (EM) and social relations (SOCIAL). To test hypothesis two, we divided the study sample into two subsamples on the basis of CEO duality and non-duality. Sub-sample 1 includes the firms in which the CEO also has the position of chairman of the board (Dual). Sub-sample 2 shows the firms in which the CEO is not the chairman of the board (Non-dual). Particularly, in model 5, (Dual) results show a positive and highly significant relationship (t = 6.29 ***) between (EM) and (SOCIAL). These results are consistent with the notion that duality enables concentration of power and may allow a CEO to involve in opportunistic behavior by utilizing the social relations with outside directors. In a similar fashion,
Fracassi and Tate (
2012) show that firms with powerful CEOs are likely to have socially connected boards. Thus, in the presence of CEO duality the impact of social relations (SOCIAL) became more rigorous on earnings management (EM). In model 6 (Subsample 2) the relationship between (EM) and (SOCIAL) is positive but with less intensity (t = 1.94 **). It indicates that the existence of CEO duality intensifies the impact of social networking (SOCIAL) on earnings management (EM) compared to non CEO duality. We conducted the robustness analysis in
Appendix (
Table A2), in which we incorporated the Jones 1991 model to capture the discretionary accruals and we found similar results to support our main findings.
5. Conclusions
The results of our study show that firms with socially connected boards are more prone to be involved in earnings management than their counterpart firms. Social relations of outside directors with CEO may weaken the corporate governance mechanism in Pakistani listed firms. Findings of the study are in line with prior research that social relations with CEO undermine the monitoring ability of outside director (
Dey and Liu 2010;
Fracassi and Tate 2012) and increase the earnings management activities (
Hwang and Kim 2010;
Krishnan et al. 2011). Our results suggest that the director, who has a social affiliation with the CEO, might work on the board as an outside director but may not improve the monitoring mechanism. Furthermore, we find a high association between social relations and earnings management, suggesting that powerful CEOs exploit more of their social affiliation with outside directors than less powerful CEOs.
This study contributes to the literature by analyzing the impact of social relations among the outside directors and CEO on earnings management activities. We investigate CEO duality (powerful CEO) in our study that was not analyzed by previous studies. Previous researchers (
Hwang and Kim 2010) were focused on social affiliation of CEO with audit committee. However,
Krishnan et al. (
2011) conducted a comprehensive study on social ties and earnings management and included CEO duality in control variables, but did not highlight the role of powerful CEOs. This study contributes to the literature of emerging economies with a perspective of social relations and earnings management as the area is little exploited in the developing part of the world, and prior research is more focused on the developed part of the world.
This research has a few limitations. We used a small sample size due to limited availability of biographic information about outside directors in Pakistan. Because of several cultural and institutional factors, this study can only be generalized to similar environment and institutional settings.