1. Introduction
Corporate governance efficiency and corporate responsibility have been extensively discussed in recent years. The field of corporate governance studies started with the well-known delegation problem and agency theory. It then developed to investigate incentive- and performance-related contract design using management science and decision theories. It has since then further extended to ethical studies and environmental and social governance (ESG) problems. Efficient corporate governance can reduce agency costs and lower delegation [
1]. It can also increase business sustainability and better meet the requirements of different firm stakeholders. A well-organized firm that makes appropriate decisions, preferably those involving moderate risks, increases shareholder satisfaction and its market value [
2].
There are many well-studied corporate governance behaviors. The most common method of corporate governance involves monitoring [
3]. Internal monitoring occurs within a firm and involves no external party. For example, the inclusion of independent board members is an efficient method for reducing delegation costs, allowing firms to make decisions based on the expertise of the board members [
4]. Other internal monitoring methods include utilizing different shareholders to supervise the firm’s decision-making. External monitoring refers to supervision from outside of a firm. Some easy-to-observe indicators of external monitoring include auditing fees and auditing relationships. Higher auditing fees and shorter auditing relationships are believed to be negative corporate governance signals [
5].
Market sentiment and status may lead the managers to behave differently. Some reasons could be attributed to the incentive contract and performance pay sensitivities. The CEO’s different attitudes could affect the firm’s investment and dividend decisions, influencing the corporate governance quality and increasing the agency costs [
6]. The CEO’s attitude and sentiment could directly affect the firm’s performance outcome and profitability [
7]. The legal system and jurisdiction could affect regulatory decisions, agency, and delegation costs [
8]. However, there are debates about rigorous law regimes. The lack of flexibility could hurt the firm’s valuation [
9]. In most developing economies, where there are no strict laws and regulations, incentives are the key factor that could affect corporate governance [
10].
Shareholders may have different expectations in different market environments. Changes in market conditions may also lead managers to make different decisions [
11]. Managers have an incentive to act in a certain way to maximize their own interests, which may deviate from shareholders’ interests. They may choose the right time and the right market environment. For example, corporate decisions could be based on bullish or bearish market statuses [
12]. The disclosure of more favorable information in a bullish market could have greater effects than disclosing the same information in an ordinary market environment.
The corporate governance theory stems from principal agency problems, and many solutions have been developed to mitigate the delegation problem and alleviate agency costs. Some famous discussions and solutions revolve around the reward design paid to managers, including using incentive contracts to regulate managers’ behavior and vesting shares as part of managers’ compensation and rewards to align their interests with those of shareholders [
13]. Other studies emphasize internal and external monitoring, including creditor monitoring by debt covenants [
14]. Internal monitoring involves auditors who verify the accounting information [
15]. Institutional shareholders could provide efficient monitoring with their sophisticated knowledge [
16]. Such management and corporate governance instruments are useful, but none is perfect. For example, incentive contracts could encourage managers to put effort into their firm’s operation, but it may cause shareholders to lose control over the risks that managers take, which increases the agency’s costs [
17]. Making managers small shareholders by distributing shares as part of their reward increases the risk of the managers having personal wealth portfolios, thereby enhancing the pay–performance sensitivity, because firm shares and managers’ labor income are highly correlated [
18].
In this study, we show that some corporate governance methods could be effective in terms of the overall market status but become less effective in markets with higher investment sentiment. This difference could be attributed to the general tradeoff assessment of costs and benefits by managers; that is, managers may believe that the potential benefits of deviating from stakeholder’s interests to maximize their self-interests are higher than the potential costs, which may incur the penalties of misconduct.
We chose the Chinese market as the target subject for this research for several reasons. First, China is the largest emerging market and has experienced high economic growth in recent years. Additionally, the Chinese market is attractive because it is a well-developed financial market [
19]. Furthermore, China has a unique firm marketing structure, with a mixture of state-owned enterprises, well-diversified shareholder firms, and family-owned firms [
20], which are all listed on the stock exchange market [
21,
22]. The high level of firm heterogeneity allows the exploration of the effectiveness of different corporate governance methods when facing different market statuses.
This study contributes in the following ways. First, research on the effectiveness of corporate governance methods when encountering heterogeneous market sentiments is limited. Most studies on corporate governance have focused on the effectiveness of different methods for reducing agency costs or increasing shareholder wealth, but there is limited research discussing and exploring managers’ incentives and behaviors when there is a significant shock or impact from the market environment. We classified different market environments and then examined the effectiveness of different corporate governance methods in relation to different market statuses. Second, we provide empirical evidence to enhance the literature, showing that corporate governance instruments’ effectiveness is environmentally sensitive, and some methods could become insignificant or ineffective when the market environment changes. Furthermore, our study provides a reference for regulators and has practical value in the field of management.
2. Literature Review and Hypotheses
Efficient corporate governance effectively manages agency risk and aligns managers’ interests with those of shareholders. The profitability performance and the transmitting mechanism of any good and bad news of a firm in relation to its share prices largely affect shareholders’ wealth [
23,
24]. As many firms implement incentive contracts, it is common for managers’ compensation to be connected with their firm’s share performance [
25,
26]. Therefore, managers are motivated to increase their firm’s share price, including using unethical ways to manage earnings or taking excessive risks to generate unsustainable temporary returns to attract market and investor attention [
27,
28].
Managers’ behavior may be dependent on the market environment. In a market with higher investment sentiment, any good news could have a positive effect, but in a market with lower investment sentiment, good news may not have the expected positive effect [
29,
30]. The corresponding effects of risk management control instruments, including the effects of internal and external monitoring, are also dependent on the market environment and whether managers can hedge or manipulate the evaluation of the incentive clauses [
31,
32]. Some control methods may be effective in an ordinary market environment but lose their effectiveness in a market environment with high investment sentiment. The expected returns of unethical behavior in a market with high investment sentiment may increase the share price sufficiently such that the benefits of unethical behavior are perceived to be greater than the potential costs by the managers who make the decision.
Market investment sentiment can be captured by the variation in individual stocks and the overall market performance. In an ordinary market, when the overall market performance is high, the dispersion of stocks increases [
33,
34]. If all stocks experience high growth and their prices are close to the overall market value, it indicates that investors are not differentiating their stock picks and are investing in all stocks evenly, which increases their prices [
35]. Such a market would experience high investment sentiment. However, when the dispersion of stock price growth differs significantly as the overall market performance increases, it indicates an ordinary market. Good and bad stocks can be clearly identified in such a market, as reflected in the diverse price changes. In this study, we used the cross-sectional absolute deviation (CSAD) index as the instrument to identify market sentiment. The CSAD differs from the market capitalization-weighted average, which is usually used to calculate stock index returns. The calculation of the CSAD uses the same weight for both small and large firms, and it is not biased toward large firms when compared with the calculation of stock index returns. The CSAD is calculated as shown in Equation (1):
We made one change to Equation (1) and used the year’s expected return from the capital asset pricing model (CAPM) rather than the actual return. The expected CSAD can then be calculated as shown in Equation (3):
Beta denotes the correlation between a firm’s share and the overall market. The beta value of the market is 1; the beta value is usually greater than 1 for smaller firms and less than 1 if a firm is a large capitalization firm and belongs to a business circle less affected by the market.
Since the market is believed to have a beta value of 1, the market index is biased toward large capitalization firms and has a beta value smaller than 1. Most firms (there are more middle- and small-sized firms in almost any index, but they have smaller weights when calculating index returns) in the index have beta values greater than 1. It is clear that market returns should positively affect the CSAD index, which is in line with the economic performance.
Equation (5) models the impact of market returns on the CSAD index. A beta value of one is expected to have a significant positive impact. If market returns do not significantly increase the CSAD index and a larger market increase, as reflected by the square term, also does not increase the CSAD index, then the dispersions between individual stocks and the market do not increase as the overall market returns increase, indicating a high investment sentiment.
Earnings quality is measured based on the relationship between accruals and firm cash flows. The level of accruals, which reflects a firm’s accounting net income and the cash collected, should show a stable relationship [
36,
37]. Any sudden change or break in the relationship would indicate a sudden change in the firm’s risk-taking, a change in the client credit policy, or even manipulation of the firm’s financial report. Equation (6) shows the relationship between accrual earnings and the change in operating cash flows. The residual captures the unexplained proportion of accrual earnings. A larger absolute value of the regression residual indicates a lower level of earnings quality, which means that corporate governance has become inefficient.
2.1. Market Sentiment and Earnings Quality
As mentioned in the previous section, managers evaluate the costs and benefits of taking larger risks than they typically would in an ordinary market or even manipulate the financial report if the benefit of looking good increases their firm’s share and meets the performance requirements of their compensation contract [
38,
39]. When the market sentiment is high, financial reports with greater numbers attract greater attention than they do under ordinary market conditions, so managers have a strong incentive to disclose good news during such a period. Therefore, we proposed the first hypothesis below:
H1. Higher market sentiment leads to lower firm earnings quality.
2.2. Shareholder Characteristics, Power, and Corporate Governance
Shareholder structure and power could have a direct effect on corporate governance. Shareholders provide internal monitoring and feedback via their voting rights. Large shareholders have dominant power since their large share positions mean that they have more votes. Smaller shareholders have a smaller voice, and their voting may not be able to change board election results [
40,
41]. In extreme cases, if the number of shares is large enough, the largest shareholder can appoint a general manager who will follow their operational decisions [
42,
43]. In most emerging markets, it is common for family-owned businesses to be listed on the stock exchange market. Family-owned businesses have one significantly large or a few large shareholders that dominate the board [
44]. These shareholders are usually family members, and they can jointly control the business. Even if there are other investors whom the family has sold a significant number of shares to during the business’ initial public offering, it is difficult for other small and nonrelated investors to reach a consensus, whereas it is easier for members from the same family to reach a consensus [
45]. Having more diversified large shareholders usually decreases such “board collusion” and signifies higher corporate governance.
Another significant feature is state-owned enterprises (SOEs). The government or a government-related entity usually controls such a firm. In the Chinese market, after SOEs have reformed, stock exchange-listed SOEs are controlled by government-related entities with dominant shares, but these firms also accept other minor investors [
46]. SOEs are usually large capitalization firms. Their special government-related status leads to double agency problems. In addition, many SOEs have product or service prices that are controlled by the government. SOEs replace some government subsidies, and most of the services they provide have no true market competition. From an investor or shareholder perspective, SOEs do not maximize profits but provide a combination of economic benefits and the fulfillment of social obligations [
47]. Managers also face different incentives in SOEs [
48]. They need to be politically correct and closely follow new policies most of the time [
49]. They are appointed by the local government, and their promotions are connected with political performance [
50].
2.3. Institutional Shareholders and Corporate Governance
As mentioned in the previous section, the presence of a dominant shareholder may indicate lower corporate governance. One particular example is family-owned businesses. The opposite is also true. When the shareholder structure is diversified, there is no particularly dominant shareholder with excessive voting rights to control the board, and the decisions made by the board reflect the shareholders’ true interests in the firm’s projects and risk-taking [
51]. Shareholders also monitor managers’ unethical behaviors and provide higher levels of internal monitoring. Some shareholders are more knowledgeable, such as institutional investors. They have management experience and can provide additional monitoring to supervise managers’ decisions in regard to whether they are truly benefiting the shareholders [
52]. Among the different institutional investment tools available, mutual funds are a special investment tool that can signal to the market a target firm’s value and the level of corporate governance [
53]. Managers of mutual funds are investment specialists. When the market observes the investment behavior of a skilled mutual fund manager, this could create a herding effect, since most investors believe in the stock-picking skills of mutual fund managers and believe that they possess additional timely information; therefore, investors tend to follow the investment decisions made by mutual fund managers, which could further increase stock prices [
54].
The advantage of investing in mutual funds is reflected in the information gathered by financial analysts working on these funds. Large funds usually have different financial analysts with different fields of expertise, who learn and analyze firm performance using their expertise. Since these experts know the firms and the industry to which each firm belongs, their prediction results could be of high quality owing to this information advantage [
55,
56]. When they gather information, they not only make judgments based on what they know but also conduct on-site visits to firms. Through conversations with management about new products and services, mutual fund analysts learn about competition between their firm and other firms in the same industry and gather other valuable financial and performance-related information. These analysts visit firms that they believe to have greater investment value, so the number of firm visits by mutual fund analysts acts as a signal to the market about their investment interests in a mutual fund [
57,
58]. Additionally, visits by these analysts could function as another type of efficient external monitoring [
59,
60]. Greater analyst coverage could efficiently reduce the likelihood that a manager hides information that may have a negative impact on the firm, forcing managers to make timely disclosure about any negative news that may adversely affect their firm’s value. Following the above logic, we proposed the following second and third hypotheses:
H2a. Higher mutual fund shareholding improves shareholder diversification, which signals greater corporate governance.
H2b. A greater number of firm visits by mutual fund analysts improves shareholder diversification, which signals greater corporate governance.
H3a. Higher mutual fund shareholding efficiently reduces the negative agency effect for SOEs.
H3b. A greater number of firm visits by mutual fund analysts efficiently reduces the negative dominant shareholder effect.
2.4. Effectiveness of Corporate Governance Instruments Under Different Market Sentiments
Market environment and returns can directly affect managers’ project and investment decisions. When managers encounter incentive contracts where the pay–performance sensitivity is high, they could receive a larger reward by taking risks. Managers become ambitious if they believe that it would be easy to increase their firm’s value in the current market environment by taking risks, and that they would get higher pay as a result [
61]. When the financial market experiences high investment sentiment, all hot money rushes in, leading to herding behavior with respect to investment. The prices of shares will increase, and any positive news about a firm will further increase its value. From the perspective of managers, if they can take some excessive risks and boost their firm’s earnings in a market with high investment sentiment, the reward they obtain through an incentive contract would be high as well [
62]. Therefore, managers would have a strong incentive to remove any monitoring and constraints from the board or institutional investors. Ironically, from the perspective of institutional investors, under a market with high investment sentiment, mutual fund managers also have high incentive to let firm managers take excessive risks so they can easily sell high because of the special financial market conditions. Therefore, managers want to remove the constraint imposed on them, and mutual fund managers do not want to tightly monitor the managers; as such, the traditional supervision system that is valid under normal market conditions may not work under a market environment with high investment sentiment. From the above logic, we proposed the fourth hypothesis below:
H4. Mutual fund shareholding and firm visits by mutual fund analysts are effective corporate governance instruments during market periods with regular sentiment but become ineffective during high-sentiment market periods.
5. Conclusions and Future Research
This study used the CSAD model to identify market sentiment and showed that firms in the Chinese market have lower earnings quality, which indicates worse corporate governance, during high-sentiment market periods than during regular periods. Mutual fund shareholding and the number of firm visits by mutual fund analysts were found to be effective monitoring corporate governance instruments that increase the diversification of shareholders. Furthermore, both instruments reduce the negative impact on earnings quality from firm characteristics such as being a state-owned enterprise (SOE) and the largest shareholder having dominant control over the firm. When the effectiveness of mutual fund shareholding and analyst firm visits in markets with high or regular sentiment was tested, the findings were heterogeneous. In high-sentiment markets, both instruments become ineffective, but they are significantly effective in a market with regular sentiment. These results reveal a particular agency problem in a high-sentiment market environment.
The current research addresses this agency problem but can only suggest potential solutions. Some clauses from venture capital firms could be useful for alleviating agency and delegation problems under extreme market conditions. An empirical test could provide more meaningful insights. It may be difficult to obtain detailed data on manager compensation contracts; performance during the early years of a stock option vesting program would be a good substitution for high-water mark and clawback clauses. However, caution should be taken for years until the end of the vesting since a manager’s incentives could change over time, which could have a significant impact that is similar to the stock option problem.