Ranking of corporate governance dimensions: A Delphi study

Noor, Norita Mohd; Rasli, Amran; Abdul Rashid, Mas Anom; Mubarak, Muhammad Faraz; Abas, Imelda Hermilinda Article Ranking of corporate governance dimensions: A Delphi study Administrative Sciences Provided in Cooperation with: MDPI – Multidisciplinary Digital Publishing Institute, Basel Suggested Citation: Noor, Norita Mohd; Rasli, Amran; Abdul Rashid, Mas Anom; Mubarak, Muhammad Faraz; Abas, Imelda Hermilinda (2022) : Ranking of corporate governance dimensions: A Delphi study, Administrative Sciences, ISSN 2076-3387, MDPI, Basel, Vol. 12, Iss. 4, pp. 1-17, https://doi.org/10.3390/admsci12040173 This Version is available at: https://hdl.handle.net/10419/275443 Standard-Nutzungsbedingungen: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Zwecken und zum Privatgebrauch gespeichert und kopiert werden. 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If the documents have been made available under an Open Content Licence (especially Creative Commons Licences), you may exercise further usage rights as specified in the indicated licence. https://creativecommons.org/licenses/by/4.0/ Citation: Mohd Noor, Norita, Amran Rasli, Mas Anom Abdul Rashid, Muhammad Faraz Mubarak, and Imelda Hermilinda Abas. 2022. Ranking of Corporate Governance Dimensions: A Delphi Study. Administrative Sciences 12: 173. https://doi.org/10.3390/ admsci12040173 Received: 3 October 2022 Accepted: 18 November 2022 Published: 23 November 2022 Publisher’s Note: MDPI stays neutral with regard to jurisdictional claims in published maps and institutional affiliations. Copyright: © 2022 by the authors. Licensee MDPI, Basel, Switzerland. This article is an open access article distributed under the terms and conditions of the Creative Commons Attribution (CC BY) license (https:// creativecommons.org/licenses/by/ 4.0/). administrative sciences Article Ranking of Corporate Governance Dimensions: A Delphi Study Norita Mohd Noor 1,*, Amran Rasli 2, Mas Anom Abdul Rashid 1, Muhammad Faraz Mubarak 3 and Imelda Hermilinda Abas 4 1 Faculty of Business Administration, Kolej Universiti Poly-Tech MARA, Jalan 6/91, Taman Shamelin Perkasa, Kuala Lumpur 56100, Malaysia 2Faculty of Business and Communication, INTI International University, Persiaran Perdana BBN Putra Nilai, Nilai 71800, Malaysia 3School of Economics and Business, Kaunas University of Technology, K. Donelaiˇcio g. 73, 44249 Kaunas, Lithuania 4School of Liberal Arts, Main Campus, Shinawatra University, Pathum Thani 12160, Thailand *Correspondence: [email protected] Abstract: Most research on Initial Public Offering (IPO) focuses on the financial aspects of a company; previous research on corporate governance tended to focus on factors that influence the company proceeding with IPO. Few researchers studied the aspect of leadership using corporate governance as means to achieve company growth and IPO. This study seeks to identify dimensions deemed as important for corporate governance from the Malaysian perspective by using a two-round Delphi Method. The consistency of the ranking of these dimensions was then determined using Kendall’s coefficient of concordance. The order of importance for the nine dimensions uncovered from the Delphi Method are as follows: (1) Leadership; (2) Board Structure; (3) Vision, Mission and Strategies; (4) Policies, Process and Procedures; (5) Transparency; (6) Accountability and Responsibility; (7) Risk management and Internal Control; (8) Culture, and (9) Training and Communication. The interplay of the aforementioned dimensions and corporate governance is presented. Finally, quantitative as well as mixed methods research are recommended for a more in-depth understanding and to reduce bias through triangulation. Keywords: Delphi method; Kendal’s coefficient of concordance; corporate governance; company growth 1. Introduction Since the start of trading, the main objective has always been to maximize profit. Over the years, as business becomes more complete and stock exchange establishes, the desire is for entrepreneurs to opt for public listing. However, why opt for public listing? From the perspective of the founder, the main objective is to make more money after years of hard work building up the company (Wang 2005;Wu et al. 2009;Souitaris et al. 2020; Jiao et al. 2021), although the owner may relinquish control of the company (Shleifer and Vishny 1997;Kriaa and Hamza 2019). In addition, companies opt for public listing to obtain more funds to grow their business and to provide benefits to shareholders in the form of financial liquidity (Espinasse 2018). However, there are minimum requirements set by the National Security Organization for each country (Espinasse 2018). For example, in Malaysia, the Kuala Lumpur Stock Exchange (KLSE) sets minimum requirements, rules and regulations and a minimum track record for the company (most of the time, at least three years of operations), a minimum turnover, cash flow or net profit, or even a combination of these either based on the latest financial year or an average of several years before a company can opt for Initial Public Offering or IPO (Rezaee et al. 2019). This implies that change must be implemented in all aspects of management and operation to qualify for the requirements imposed by the KLSE in Malaysia. Nevertheless, these changes are not just for the organization or a company opting for Initial Public Offering (IPO). In all Adm. Sci. 2022,12, 173. https://doi.org/10.3390/admsci12040173 https://www.mdpi.com/journal/admsci Adm. Sci. 2022,12, 173 2 of 17 actualities, the founder or owner has the greatest impact on the changes. The authors believe that the ownership and control separation is affecting the founder’s leadership style, especially if the founder is heavily involved in the company’s operation. In most cases, the company’s founder used to have mandatory power to make any decision before corporate governance was established. Even so, once the company decides to go public, it has to embrace the principles of corporate governance, which is an important requirement to move forward. Corporate governance provides process and structure for a company to direct and manage the business affairs to achieve business prosperity with keeping in mind a long-term shareholder value and stakeholder interest. Corporate governance provides a framework of control mechanisms for achieving company goals and simultaneously avoiding conflicts. Proper corporate governance identifies the distribution of rights and responsibilities, rules and procedures for decision-making and internal control and risk management. Corporate governance is not only concerned with shareholder interests, but requires balancing the needs of other stakeholders ( MCCG 2021 ). The public, as one of the stakeholders, will place more confidence in the company based on the sound management policies and the corporate governance planned and implemented to secure their investment (Agussalim et al. 2020). This research seeks to study the evolution of the founder or owner leadership style in lieu of the changes brought about by the implementation of corporate governance principles to achieve company growth based on its IPO intention. Many researchers around the world have studied the relationship between corporate governance and company growth. For instance, a study by Bae et al. (2018) on South Asian countries indicate that corporate governance elements have very strong influential power on market. Cooray et al. (2020) investigated the way in which the governance mechanisms in Sri Lanka affect the quality of integrated reporting, which is rapidly emerging as a tool to assist firms in understanding their value creation process and effectively communicating with external stakeholders. Wu et al. (2014) proved that in China, governance varies with different environment and culture and develops through the development of social culture and economy. For these reasons, the Malaysian study on corporate governance and company growth is timely in comparison to the findings of similar studies conducted elsewhere. 2. Literature Review 2.1. Overview of Corporate Governance Corporate governance is considered to be the spirit of each corporate body that is essential for any kind of organization to survive, develop and advance. It has a notable effect and impact for achieving stakeholder confidence with a specific end goal. In other words, good governance is meant to protect investors (Aguilera and Cuervo-Cazurra 2004). Corporate governance sends signals to the market about the management that proved to be good for the performance of a business, as well as the successful alignment of the interests of management with those of other stakeholders (Rustam and Narsa 2021). In recent decades, the financial crises in businesses, rapid technology advancement with passage of time, liberalization/globalization, financial market development, liberation of trade and capital mobilization demonstrated the global significance of corporate governance. Corporate governance has been defined in various ways by different writers, making it hard to offer a universally accepted definition as countries have different cultures, legislative systems and historical development (Blanton et al. 2021). For example, Aguilera and Jackson (2003) documented that corporate governance helps to frame and design rights and responsibilities of individuals for the smooth functioning of the tasks. In addition, Alabdullah et al. (2014) defined corporate governance as the organization’s approach to a systematic transparency control mechanism. However, in general, corporate governance is defined as a process or structure used to manage company operations and affairs for its prosperity and corporate accountability. In this procedure, company focuses on ultimate Adm. Sci. 2022,12, 173 3 of 17 goal of achieving long-term shareholder’s value while taking other stakeholder’s interest into account (Nik Mohd Hasyudeen 2016). 2.2. Leadership and Corporate Governance Leadership holds a critical position in the realm of corporate governance (Lazonick and O’Sullivan 2000). In fact, the loophole in leadership can lead not only towards disastrous cooperate governance, but also deteriorate the firm culture and the reputation that causes adverse effects on growth. A number of researchers and scholars have emphasized the role of leadership in improving corporate governance (Ali et al. 2017; Agbim 2018 ;Erakovic and Jackson 2012;Van Velsor 2009). However, there is no consensus on a singular dimension of leadership to address this particular issue. In doing so, several studies have focused on different styles and frameworks of leadership. Some of those have undertaken leadership style, while others have zoomed in the leadership structure, and a number of researchers have extracted leadership per se (or leadership broadly) in relationship with corporate governance, irrespective of choosing the lens of any of these two aspects (style and structure). For example, the studies performed by Saha et al. (2020) and Agbim (2018) expound that companies can achieve robust corporate governance and cooperate performance by employing the ethical leadership. Therefore, a comprehensive set of values and principles required for ethical based leadership was suggested (Agbim 2018). Since then, the study (Agbim 2018) focused on Nigerian context which has wide cultural, governance, and (mis)management differences from many other regions. Therefore, we do not consider the recommended style as a generalizable and universally fit across the cultures and regions. Furthermore, Yuliastuti and Tandio (2020) suggested that charismatic and transformational leadership are the drivers for effective corporate governance. However, a strong culture is inevitable in this relationship. In this study, the generalized form of culture is discussed by regressing the main relationship of leadership and corporate governance. The study applied deductive approach by narrowly focusing on the cultural dimensions that instead could be more holistic by employing the social dimensions that are deeply rooted in the culture of any organization in the form of relational capital. Hence, the researchers envisaged deepening this concept by exploring more comprehensive and social dimensions through an inductive approach. In addition, the researchers disagree to accord the leadership styles proposed in their study and tend to answer the question of what-other-matters in this phenomenon of corporate governance. Moreover, Ali et al. (2017) discussed the role of political leadership for the betterment of corporate governance. In this study, conventional or general leadership was framed as political leadership by encapsulating vision, collaboration, empowerment, and policies. They posit the nuance of a leader with the involvement in public or government policy-making with an official authority. The researchers believe that this particular view undermines the scope of both leadership and corporate governance by confining these into the parameters of a particular government authority or collaboration. For example, Erakovic and Jackson (2012) studied the strategic dimensions of leadership to improve corporate governance, while Nwokah and Ahiauzu (2010) confirmed that influence of emotional intelligence domain of leadership is vital for corporate governance success. Moreover, Van Velsor (2009) reported the leadership role in improving corporate governance while leaving the questions of which type of leadership in which context matters. Steward leadership was also linked with corporate governance (Lin 2005) with few inconsistencies (Agbim 2018). Aside from the styles, Chen et al. (2007) stated that the structure of leadership is important in corporate governance, while the required style was ignored. How true is it that leadership is the most important factor in corporate governance implementation? Are there any other factors that should be considered when intending to implement corporate governance for growth? How consistent are the ranking of the factors? To answer the aforementioned questions, the objective of the study is to identify the factors that contribute towards corporate governance and determine how these factors are ranked. Adm. Sci. 2022,12, 173 4 of 17 3. Methodology The Delphi method, according to Thompson (1990), is a strategy for integrating expert opinion under the assumption that the experts are independent. The Delphi method is a technique for obtaining a group of expert opinions, assessments, and consensus using specially created instruments. The Delphi method is a systematic and qualitative forecasting method (Miller 1994) that involves asking a group of experts a series of questions. Figure 1 presents the flowchart of the Delphi method (Tee et al. 2022) which illustrates that it is adaptable and well suited, especially when the goal is to increase understanding of issues, opportunities, solutions, or to create projections (Skulmoski et al. 2007). Delphi is suitable for investigating topics where there is disagreement, ambiguity, or controversy (Iqbal and Pippon-Young 2009). It is also a suitable substitute for direct empirical evidence when it is unavailable (Dalkey and Helmer 1963) as in the case of this study. Adm. Sci. 2022, 12, x FOR PEER REVIEW 5 of 19 Figure 1. Flowchart of Delphi method. 3.1. Developing the Delphi Method Instrument Forty experts with enough knowledge and at least 8-years’ experience in their field of corporate governance were invited. They were selected to serve as academicians or practitioners across Malaysia to become the panel of experts for the study. The first-round survey asked only one question: “List as many known factors as possible that relate to corporate governance implementation in companies leading to growth”. For the purpose of this study, the term “Corporate Governance Implementation” is to be used in a broad sense. The question allows the experts to have a more significant role in responding by proposing the factors (themes) and agreeing to the dimensions (grouping of themes). There is no fixed formula to determine the number of experts required for a Delphi method. The researchers believe that 40 experts are required to ensure good group performance because attrition in the latter rounds will affect the Delphi method outcome. Figure 1. Flowchart of Delphi method. Adm. Sci. 2022,12, 173 5 of 17 3.1. Developing the Delphi Method Instrument Forty experts with enough knowledge and at least 8-years’ experience in their field of corporate governance were invited. They were selected to serve as academicians or practitioners across Malaysia to become the panel of experts for the study. The first-round survey asked only one question: “List as many known factors as possible that relate to corporate governance implementation in companies leading to growth”. For the purpose of this study, the term “Corporate Governance Implementation” is to be used in a broad sense. The question allows the experts to have a more significant role in responding by proposing the factors (themes) and agreeing to the dimensions (grouping of themes). There is no fixed formula to determine the number of experts required for a Delphi method. The researchers believe that 40 experts are required to ensure good group performance because attrition in the latter rounds will affect the Delphi method outcome. Many ranges have been proposed, i.e., 5–20 (Rowe and Wright 2001), 15–30 for homogenous Delphi panels (Clayton 1997), and 5–10 for heterogeneous panels (Delbecq et al. 1975). According to Dayé(2018), the Japanese National Institute of Science and Technology Policy published the results of a survey on the contribution of science and technology to future society involving 2900 technology experts in March 2010. Further, the researchers believe that 40 is a good number based on experience, where smaller number of experts caused the Delphi method to go beyond the second round. To avoid duplication, the responses to this question were analysed and common answers were reworded. The responses were compiled into a list, which was then used in the second-round instrument. The second-round survey presented a synthesis of the first round’s responses. In the second round of the Delphi method, the mean and group rank for each factor were computed. The attrition among experts was expected and met with our constant reminders. The Delphi instrument was seen as valid due to the variety of rounds that were conducted, as the same experts were regularly informed of the results of the earlier rounds. Despite issues with maintaining confidentiality among the participating experts and potential attrition as the Delphi approach moved forward, it proved an effective tool for obtaining speedy conclusions. The study could have been finished in a month. 3.2. Kendall’s Coefficient of Concordance (W) The Kendall’s Coefficient of Concordance (W) was calculated for the scored ranking after the second round of the Delphi method was completed in order to gauge the degree of agreement among the experts for the suggested factors. The p-value and a comparison of the Chi-square test results with the critical value will be used to determine whether Kendall’s Coefficients of Concordance (W) are statistically significant. The goal of Kendall’s W is to establish the agreed-upon set of rank scores (Siegel 1957). When the Kendall’s Coefficient of Concordance (W) is high, it means that the participants are essentially using the same standard to determine the elements’ relative importance and are in agreement. It is more appealing when a high W (close to 1) is combined with a low p-value (less than 0.05). Therefore, the null hypothesis that there is no consistency in response from the experts can be rejected: Ho. The rankings of the experts are not consistent (disagreement of responses). The p-value would be high (greater than 0.05) if Kendall’s Coefficient of Concordance (W) is low, meaning that the experts’ rating is inconsistent. As a result, the Delphi technique would require a third round. 4. Results 4.1. First Round of the Delphi Method From 3 July 2022, 40 experts were sent an invitation link to an online form (Google form) to participate in the Delphi method. The online format was chosen as it is more convenient and time-efficient for both the experts and researchers. However, only 31 experts Adm. Sci. 2022,12, 173 6 of 17 responded positively to the first round of the Delphi method (Table 1). They submitted 217 variables, which were then combined and arranged into 83 themes. After several hours of group discussion to divide the themes into dimensions, 16 themes are signified by the board structure, 21 by policies, processes and procedures, 13 by risk management and internal control, 6 by training and communication, 7 by leadership, 4 by transparency, 7 by culture, 6 by accountability and responsibility, and 3 by vision, mission, and strategies. Table 2compiles and illustrates the themes. The authors are prepared to begin the second round of the Delphi method with this knowledge. Table 1. Experts Who Participated in the Delphi Method. No. Age Experience (Years) Position E1 39 11 Associate Professor E2 39 14 Senior Lecturer E3 46 22 Senior Lecturer E4 63 37 Professor E5 51 21 Deputy Director E6 60 30 Co-Founder E7 37 8 VP General Counsel E8 45 15 Senior Lecturer E9 42 18 Deputy Director E10 46 23 Senior Advisor E11 37 12 Accountant E12 40 15 Senior Executive E13 57 33 Senior Lecturer E14 49 25 Head, Group Company Secretary E15 59 30 Regional Product Trainer E16 40 16 Head Of Group Reporting E17 43 17 Head, Dispute Resolution E18 56 30 Vice Chancellor E19 43 20 Managing Partner E20 27 8 Supervisor E21 46 22 Senior Manager E22 40 18 Partner E23 62 36 Professor E24 57 35 Non-IndepedentIndependent Non-Executive Director E25 52 21 Senior Lecturer E26 48 27 Remisier E27 45 22 Lecturer E28 57 30 Director E29 50 29 Executive Officer E30 60 35 Partner E31 66 49 Partner Out of the 31 experts who participated in the first round of the Delphi method, 10 are from the various universities in Malaysia and 21 are professionals from various companies in Malaysia with at least 8 years of experience in corporate governance. The selection of these respondents was by design. We searched academicians with corporate governance expertise through university directories and reached out with offers of participation. At the same time, we used social media focus groups such as Facebook PhD Scholar which is known as an online place where academicians and PhD scholars gather their ideas and thoughts. We also used LinkedIn by filtering people with corporate governance-related positions to reach out for their participation. In addition, we used our personal contacts which we possess as experts in the Corporate Governance area. Each selected participant was contacted personally to confirm their expertise and willingness to participate in this study. Adm. Sci. 2022,12, 173 7 of 17 Table 2. Consolidation of Round One Delphi findings. Dimensions Themes Leadership (7 themes) •Leadership styles •Leader integrity •Board leadership and effectiveness •Management commitment towards corporate governance •Top management support •Flexibility •Improvement of corporate performance Board Structure (16 themes) •DirectorsDirector independence •Diversity on the board of management company •Refreshing board members •Independent board selection and nomination •Board size •Board dependency •Board composition •Board authority •Balance of decision making power •CEO power •Chairman power •Board remuneration •Tone from the top •Regular evaluation of board performance •Board continuous professional development •Effective succession planning system Vision, mission and strategies (3 themes) •Vision and Mission •Company Direction and Strategy •Long-term value creation Policies, process and procedures (21 themes) •Adherence to the Corporate Governance Framework, i.e., Malaysian Code on Corporate Governance, Bursa Malaysia’s Main Market Listing Requirements and Companies Act 2016 •Better Corporate Policies •Clear process for onboarding new directors •Code of ethics •Compliance with regulatory and internal policies •Constitution Documented Policies and Procedure •Effective CG Legal framework in Malaysia •Effective decision-making process •Effective governance system •Effective internal control mechanism •Insurance of External Auditor independence •Regular evaluation of board performance •Adherence to the best sustainability practices • Guidelines to direct and manage company ISO9001:2015 standard quality management and process •Presence of policies and procedures in place to promote good business conduct and healthy corporate culture •Practice and acceptance of good governance at all levels •Promotion of an open and efficient market base on the principles of the rule of law •Promotion of Code of Business Conduct in order to punish a business partner involved in non-governance activity •Strict adherence to laws and regulations • Presence of the roles of Company Secretary to provide sound governance advice and advocate the adoption of the best corporate governance practices, values and ethics adopted by corporate code of conduct of company •Presence of well-formulated governance policies •Presence of whistleblowing policy and procedures Adm. Sci. 2022,12, 173 8 of 17 Table 2. Cont. Dimensions Themes Transparency (4 themes) •Conduct of business with integrity, fairness, and transparency •Integrity in corporate reporting •Reduction of fraudulent activities •Presence of professional accounting bodies on Ethics and Governance Accountability and Responsibility (6 themes) •Clarity in the role of the Board and Management •Accountability •Clear division of authority and responsibility between various supervisory and regulatory bodies •Accountability and responsibility taken before stakeholder •Organisational responsibility and equality •Responsibility, professionalism and ethics in the behaviour of all stakeholders Risk management and Internal Control (13 themes) •Auditor independence •Authority and limitations clear and individuals made aware of code of business conduct •Clear definition on limits of authority of management •Disclosure of related party transactions and potential conflict of interest situations •Disclosure of the activities carried out by the board committees during the financial year •Effective audit and risk management •Effectiveness of audit committee •Effectiveness of internal controls and internal/external auditor independence •Presence of internal control system •Presence of laws and regulations •Effective risk management •Monitoring and performance management •Risk management Culture (7 themes) •Awareness of and implementations of ESG •Behaviour and culture •Contribution towards improving environmental impact in business decisions and activities •Open-mindedness •Organizational culture •People-oriented •Promoting a culture of fair competition Training and Communication (6 themes) •Properly and prompt communication of board decisions to management for implementation •Clear organisational communication including training and guidelines, offline and online •Creation of a champion in the area of governance and compliance in the organisation • Creation of a platform for whistleblower to obtain first-hand information and open concept when it comes to reporting •Effective use of general meetings and other communication media to engage with stakeholders •Network with various stakeholders 4.2. Second Round of the Delphi Method The expert replies from the first round were combined and categorised into nine dimensions (refer to Table 3). The same experts were contacted and asked to respond to the following question: “Please rank the dimensions identified that are related to corporate governance that will steer company growth.” The experts were reminded that their responses represented their professional judgments. They were also reminded that there is no correct or incorrect response when ranking the dimensions using the numbers one (most important) to nine (least important). The grouping of themes into dimensions was shared with all experts prior to the ranking of the dimensions in round two to ensure that their contributions in the first round were properly considered. The experts were instructed to use each number just once for each factor, meaning that they were not allowed to repeat their rankings because doing so would interfere with statistical analysis. The authors received 29 responses from the experts who completed ranking the nine dimensions for the second round of the Delphi method (refer to Table 3). In any Delphi method, there will always be attrition, as in the case of this study: two Adm. Sci. 2022,12, 173 15 of 17 References Abd Rahman, Siti Syuhada, Zizah Che Senik, and Suhaila Nadzri. 2020. Content analysis on vision and mission statements of selected companies in Malaysia. International Journal of Business and Economy 2: 170–84. Agbim, Kenneth Chukwujioke. 2018. Effect of ethical leadership on corporate governance, performance and social responsibility: A study of selected deposit money banks in Benue state, Nigeria. Informing Science: International Journal of Community Development & Management Studies 2: 19–35. Aguilera, Ruth V., and Alvaro Cuervo-Cazurra. 2004. Codes of good governance worldwide: What is the trigger? Organization Studies 25: 415–43. [CrossRef] Aguilera, Ruth V., and Gregory Jackson. 2003. 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