Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 Tax Risk and Internal Governance Mechanisms: An Empirical Analysis in Tunisian Context Guedrib Mouna*, Rossignol Jean-Luc** and Omri Mohamed Ali*** This paper examines the impact of internal governance mechanisms on tax risk for a sample of Tunisian listed firms over the 2006 to 2010 period. Four hypotheses arise from the developed theoretical framework.These hypotheses stipulate that the independence of the board of directors, the separation of CEO and Chairman of the Board, the tax or accounting expertise of the audit committee and the tax or accounting expertise of internal audit function influence negatively the probability of presence of the tax risk. To test these hypotheses, a new measure of tax risk was conceived based on the financial statements of Tunisian listed firms as well as on a survey. The results of logistic regression show that the independence of the board of directors and the appeal to an external tax adviser has a positive and significant effect on the probability of presence of tax risk. Although, contrary to the hypothesis, these results are understandable by the measure of the tax risk used in this study. In fact, we captured the presence or the absence of this risk, by applying the statutory requirements relating to the disclosure of information on this risk in financial statements. For that purpose, we used a dichotomous variable which is equal to 1 in the presence of a tax reserve (provision) or any information about the tax risk inserted either into financial statements notes or into external auditors general reports and 0 if not. The positive relation is understandable by the dominating existence of the component of the tax reserve in this measure. Although the tax reserve allows getting the existence of a tax risk, it also represents a way of accounting management of this risk. So, the independence of the board of directors and the appeal to an external tax adviser seem to work in favor of the accounting management of the tax risk. Keywords: Tax risk, Tunisian listed firms, board of directors, internal audit function, tax reserve Field of research: Accounting (Tax accounting and corporate Governance) 1. Introduction Studying the link between corporate governance and taxation is a new field of research in recent years. Few studies were attempted to valid this link in Anglo-Saxon countries (Lanis and Richardson, 2011, Armstrong and al. 2012…). Specifically, the tax risk is a problematic that can cause many financial problems but can also compromise firm’s reputation. Tax risk is defined as a non compliance (voluntary or not) of tax rules but also the misunderstanding of a tax favorable measure which can generate an important loss of income (Rossignol, 2010). According to the same author, the tax risk conjugates a penalty risk and a risk of loss of opportunity. Seen its negative effect, many studies have highlighted that tax risk must be managed inside the company by governance mechanisms (board of directors, external auditor, ownership structure). These mechanisms tend to reduce this risk and to avoid tax penalties and lost of reputation (Erle, 2008 ; Desai and Dermapala, 2006…). The Tunisian context, most probably influenced by the developments lived on the international level, seems to be a convenient frame for the study of firms tax risk for several reasons. At first, the guide of best practice of governance of the Tunisian firms developed in 2008 by the Arabic ____________________________________________________________________________ * PhD in Accounting, Assistant at the University of Gafsa, Tunisia, email: guedribmouna@yahoo.fr, postal address: Cite El Habib 1, Albania Street No. 45, 3052 Sfax, Tunisia, phone: 00216 22 189 615. **Senior Lecturer, HDR, University of Franche-Comté, France. Associated CRC-LIRSA CNAM member. ***Professor, Accounting Department; College of Business Administration; Northern Borders University; Saudi Arabia. 1 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 Institute of the Business managers in association with Center of International Private Enterprise raises the role of the tax function, the external tax adviser, the tax authorities and the external auditor in the management of tax risks. Moreover, regulatory measures in accounting require the consideration of such a risk in financial statements by means of a tax reserve or of an information inserted into notes (general accounting standard and standard 14 relative to the eventualities and to the events later the closing date). Also, the law of strengthening of the security of financial relations promulgated in 2005 underline that the annual report on the management of listed companies has to contain, among others, elements on the internal control and that the auditor's general report has to include a general evaluation of the internal control. Finally, other regulatory measures in Tunisia attribute to external auditors as well as to tax external advisers an important role in the detection of the tax risks of their customers. External auditors have, according to the law, to clear the tax irregularities and to reveal them. In case of defect, the control commission of external auditors will be informed by the tax authorities in case of discovery of these tax irregularities (article 22 of the law 88-108 of August 18th, 1988). The tax external adviser, whether he is a chartered accountant or a tax consultant, are kept by the law to respect the tax regulations and to incite the company to respect it. The Tunisian tax regulations have fixed penalties for the advisors which are collusive in operations of tax fraud (article 99 of the code of the tax rights and procedures). Our problematic is so the following one: what is the impact of the internal governance mechanisms on the tax risk for listed Tunisian firms? To respond to this problematic, we have employed the governance partnership theory (and specially the social responsibility theory) as a theoretical framework in this study. We are going to show that the agency theory does not give a complete explanation of the role played by the mechanisms of governance in the reduction of the tax risk and that the use of the governance partnership theory seems good to explain this role. This study makes several important contributions. At first, it is added to the recent studies which examine the link between the governance system and tax aggressiveness. It is based, in the elaboration of the hypotheses, on the governance partnership theory by raising the notion of corporate social responsibility. Yet, this theory was used, to our knowledge, only by Lanis and Richardson (2011), in the examination of the impact of the board of director’s composition on the tax aggressive planning. Second, it also presents the advantage to handle such a problem in a country which is characterized by an emergent financial market. Then, the measure of firm tax risk used in this study presents the advantage to include all types of tax risk and it is not limited to aggressive tax planning. Finally, this study shows that the actors who intervene effectively in the accounting management of the different tax risk are the independence of the board of directors and the external tax advisor. The rest of this paper is organized as follows. Section 2 provides the theory and develops our hypothesis. Section 3 explains the sample formation process, presents the measures of variables and exposes the regression model. Section 4 reports the empirical results, and Section 5 presents our conclusion. 2. Literature review First, we present the evolution of the theoretical framework from the study of the link between corporate governance and tax risk. Then, we present hypothesis developed. 2 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 2.1. Evolution of the theoretical framework from the study of the link between corporate governance and tax risk The partisans of the agency theory consider that the presence of a tax risk can creates a governance problem for firms. Indeed, besides the tax costs (penalties) and non tax costs (Chen and al. 2010; Lanis and Richardson, 2011; Armstrong and al. 2012), the presence of a tax risk can create an agency costs for the shareholders. This is due to the existence of a complementarity between the actions of aggressive tax planning and the managerial opportunism (Desai and Dharmapala, 2006). In fact, the aggressive tax planning requires complexity and obscurity to avoid its detection. These characteristics can be in favor with managerial opportunism. The manager can so realize private profits of this planning. Therefore, the tax planning does not have to represent a simple transfer of state resources to the shareholders but rather the managers can appropriate a part of the profits of this planning. The tax risk can so be harmful to the interest of the shareholders. Empirically, recent studies tried to examine the link between tax risk and the corporate governance mechanisms. Desai and Dharmapala (2006), Armstrong and al. (2012) and Rego and Wilson (2012) examine the link between the incentive remuneration for managers and the risked tax planning in the American context and found different results. Other researches study the impact of ownership structure of firms on their risky tax planning (Chen and al. 2010, Deslandes and Landry, 2011) and find a negative relationship between ownership concentration and aggressive tax planning. Richardson and al. (2012) examine the impact of the quality of the external auditor on the firm tax aggressiveness for a sample of listed Australian companies for period 2006-2009 (812 observations firms).The results of the study show that if the company makes appeal to an auditor among the BIG 4 and if the services of the external auditor contain a small proportion of non audit services, it may be less tax aggressive. Other researches examined the link between the attributes of the board of directors and the risky tax planning (Deslandes and Landry, 2009; Deslandes and Landry, 2011; Richardson and al. 2012; Armstrong and al. 2012). These studies are going to be presented with detail during the study of the role of the board of directors in the management of the firm tax risks. Thus, these studies emphasize the role of diverse governance mechanisms (internal and external) in the reduction of the tax risk planning, which is a component of the tax risk. These mechanisms are supposed to play the same role in the reduction of the firm tax risks and in the protection of the interests of the shareholders. However, the tax authorities constitute a main actor with the firm in the study of the tax risk. This partner possesses a part in the profit of companies and has a power of control which exceeds even that of the majority shareholders. According to Desai and Dharmapala (2008), by means of the corporate tax, the State is generally the biggest claimant on cash-flow before tax and consequently the biggest shareholder in most of the companies. In the presence of a tax risk for the company not or badly managed, the interest of this partner will be hurt as far as it is not going to receive the exact amount of tax. So, according to Sikka (2010) and Erle (2008), the pursuit of profit requires for the managers to balance the interests of the diverse stakeholders, including the obligation to pay taxes to the State and to the society. Within the framework of the governance partnership approach, the notion of social responsibility of the company finds its place. The latter means "that there is an implicit contract between the 3 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 firm and the society stipulating that the firm has obligations to the society which has the right to control it" (Le Ray, 2006, p 49). According to Smerdon (2004), the social responsibility indicates that it is necessary for the firms to meet the expectations of groups other than the shareholders, even if the managers are responsible formally only towards the latter. Freise and al. (2008) stipulate that the social responsibility of the company is represented by a set of standards which define his ethical behavior. Indeed, large companies can exercise disproportionate powers in the society generally such as the power to pollute the environment, to cheat the creditors and to evade taxes. According to Rossignol and Chadefeaux (2001, p. 12), "to respect this contribution is a matter of the tax public-spiritedness and demonstrates the membership of the company to the social community, by participating in the cover of the public spending. This tax duty which becomes integrated into a citizen social vision is on the basis of the ethical behavior of the company, as a moral agent responsible for her actions ". So, if the adoption of the politics of tax aggressiveness by companies can have negative effects on the society generally, those having a good governance system have to reduce their tax aggressiveness to legitimize their existence (Lanis and Richardson, 2011). Lanis and Richardson (2011) also indicate that the different results found by the researchers during the examination of the link between the corporate governance and the tax aggressiveness (Desai and Dharmpala, 2006; Hanlan and Slemrod, 2009) can be justified by the fact that the agency theory does not give a complete explanation of this link and that the appeal to the theory of the corporate social responsibility allows to explain better this link. This theory takes into account several other partners in the society such as the tax authorities. The mechanisms of governance should so favor the respect of the tax laws and of their spirit to allow the company to exist in the society (Lanis and Richardson, 2011). These mechanisms have to assure the reduction of the tax risk to protect the interest of all the partners, including that of the tax authorities. Empirically, the study of Lanis and Richardson (2011) is the only one who examines the link between a governance mechanism (the board of directors) and the aggressive tax planning basing it on the governance partnership theory by raising the notion of firm social responsibility. 2.2. Board of directors and tax risk The board of directors plays in theory an important role in the management of tax risks. It has to make sure of the existence of appropriate controls of the tax risks and of the tax function… It also has to establish a system of communication which informs in an adequate way the partners and which reassures the tax authorities also. The annual report of the company constitutes one of the vehicles in which the board of directors gives the tax strategy of the company, shows the internal control process of tax risks and mention the structure and the training of the tax department. The board must send the message to the diverse partners that the firm is commited to complying with tax obligations and another message to the investors than, under this respect, the company makes the most efficient tax choices (Erle, 2008). Empirically, few studies examined the role of the board of directors in the reduction of firms tax risk. More specifically, this research focuses on a particular type of tax risk: risky tax planning (Deslandes and Landry, 2009; Lanis and Richardson, 2011; Richardson and al. 2012; Armstrong and al. 2012). These studies were all conducted in the Anglo-Saxon context and have tested the effect of diverse characteristics of the board of directors on the tax planning but the results are little conclusive. Indeed, only the variables of the percentage of independent directors and the financial expertise seem to have to reduce this risky tax planning. 4 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 The examination of the role of the board of directors in the reduction of tax risk depends widely on its characteristics. We develop the hypotheses to be tested in the Tunisian context for some of the characteristics of the board of directors. 2.2.1. Independence of the board The board of directors is composed of internal and external members. Outside directors provide, according to the agency theory, an effective control of the managers. They combine two important characteristics to guarantee the efficiency of this function of control which are the competence and the independence (Charreaux and Pitol Belin, 1992). Several studies highlight the role of the outside directors in reducing fraud in the financial statements (Beasly, 1996, Uzun and al., 2004). Also, the recent studies led in the Anglo-Saxon context validated the hypothesis that the presence of a high percentage of independent directors in the board helps to reduce risky tax planning (Lanis and Richardson, 2011; Richardson and al. 2012; Armstrong and al. 2012). In Tunisia, several studies on listed Tunisian firms and over different periods highlight the existence of a positive effect of the percentage of external directors on corporate performance (Louizi, 2006; Ben Taleb Sfar and Léger-Jarniou, 2012). These results clearly show the effectiveness of the role of outside directors in monitoring managerial actions. These results also allow us to align with studies in Anglo-Saxon countries and advocate the important role that independent directors can play in reducing the tax risk in the Tunisian context. Our first hypothesis is as follows: Hypothesis 1: the probability of the firm tax risk decreases with the independence of the board. 2.2.2. Separation of CEO and Chairman of the Board According to the agency theory, the separation between CEO and chairman of board constitutes a guarantee of the independence of the board and the effectiveness of its control function (Fama and Jensen, 1983; Baliga and al., 1996). The accumulation of these two posts gives the manager an undivided formal authority and increases its power within the company. This accumulation can thus promote the entrenchment of the manager and question the disciplinary role of the board (Finkelstein and D’Aveni, 1994). Thereby, separating the positions of CEO and Chairman of the Board helps to promote better control of managerial actions, including those of a tax nature. In Tunisia, several studies have examined the impact of duality on the performance of listed companies, but the results are mixed (Turki and Bensedrine, 2012; Mhamid and al. 2011; Louizi, 2006 ; Bouaziz and Triki, 2012 ...). On the tax front, few studies have examined the impact of duality on aggressive tax planning (Deslandes and Landry, 2009; Rego and wilson, 2012). However, no significant results were identified. We consider that duality promotes management entrenchment and allows him to follow his own interests to the detriment of all partners. It is thus a sign of a weak governance system as mentioned by Rego and Wilson (2012). For this, there must be the separation of CEO and Chairman of the Board of Directors in order to reduce the firm’s tax risk. We therefore put forward the following hypothesis: 5 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 Hypothesis 2: the probability of tax risk decreases with the separation of CEO and chairman of the board. 2.2.3. Accounting or tax expertise of the audit committee The Audit Committee is responsible for overseeing the internal control system. This committee shall, as Maders and Masselin (2009), examine the quality of internal control system and its effectiveness in the management of firm risks. According to IFA and IFACI (2009), the "Audit Committee ensures that the major risks are under control and have been properly treated by management, that the major risks are monitored by a competent person and there is a link between the risk and the work programs of the internal audit " (p. 31). To exercise its oversight of internal control, the audit committee must have members with financial expertise (Abbott and al., 2004; Bédard and al., 2004). In this context, studies show the effectiveness of the financial expertise of the audit committee in the reduction of aggressive management results (Bédard and al. 2004; Carcello and al. 2008), accounting irregularities (Abbott and al., 2004; Agrawal and Chadha, 2005), and internal control failures related to financial reporting (Zhang and al., 2007). On the tax side, the audit committee is responsible for the development and control of the overall strategy of tax risk management (OCDE, 2008). In this context, Deslandes and Landry (2009) examine the impact of the presence of one member with accounting expertise within the audit committee on the risk of aggressive tax planning. The results demonstrate the existence of a negative impact and thus raise the important role of the accounting or tax expertise of the audit committee in reducing planning. Similarly, Armstrong and al. (2012) find that financial expertise of the board of directors has a negative impact on tax planning when it is at high levels. In Tunisia, audit committees were made mandatory for all listed companies with the promulgation of the law to strengthen the security of financial relations in 2005 (Law 2005-96 of 18 October 2005). However, the Tunisian regulations do not require the presence of members with accounting or tax expertise in the audit committee. The presence of such a member may promote a better management of tax risk and will eventually reduce the extent of this risk. In this sense, and in a recent study in the Tunisian context and for listed firms (26 firms listed on the TSE for the period 2007-2010), Bouaziz and triki (2012) found that the proportion of members of the audit committee with accounting and financial expertise is positively associated with the financial performance of these firms. The hypothesis regarding the accounting or tax expertise of the audit committee is thus the following: Hypothesis 3: the probability of tax risk is negatively related with accounting and tax expertise of the audit committee 2.3. Internal audit function and tax risk The internal audit function is considered as one of the cornerstones of the corporate governance system. In collaboration with the Audit Committee and the external auditors, the internal audit function control manager and is to safeguard company assets against misappropriation and embezzlement (Prawitt and al., 2009; Christ and al. 2012). According to Christ and al. (2012), the internal audit function has a clear advantage with respect to the external auditor and the audit committee since it is embedded in the company and can therefore serve as a permanent leader controller. Since the tax risk can promote managerial opportunism and may have negative effects 6 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 on society in general, the internal audit function plays as a governance mechanism to reduce this risk. The internal audit function plays an important role in the evaluation process of risk management. This function gives an assurance that major risks have been identified and that the internal control systems are well designed and operating effectively (Nigel, 2002). In the particular case of tax risk, the internal audit function needs to be ensured that there is a policy of tax risk management within the company and the tax among the major costs in company is properly managed and that the risks inherent in the tax position of the company are understood and controlled (Elgood and al. 2004). Internal auditors can lead, according to Chadefaux (1987), a tax internal audit mission. The tax audit is a mission that directly addresses the tax risk through a double check of regularity and efficiency. According to the same author, "a tax internal audit mission seems also have various advantages over a mission conducted by a team of external auditors, benefits that can really be reflected if the internal audit service otherwise satisfies a number of requirements" (p.199). The main advantage of conducting a tax audit mission by the internal auditors is their knowledge of the company. Permanence in-house internal audit department promotes frequent recourse to the services of internal auditors in the field of taxation. In addition, internal auditors have the advantage of conducting a tax audit mission with more flexibility compared to the external auditors. However, Chadefaux (1987) emphasizes that "the tax audit performed as part of an internal mission must have a number of safeguards to ensure the reliability of the tax mission" (p. 200). This is primarily to ensure a high level of competence of the internal auditor. It must be a tax specialist. Second, there is the real independence of the internal tax auditor. To our knowledge, no research has attempted to examine the impact of the presence and characteristics of the internal audit function on the tax risk. However, some studies have investigated the effect of the presence and characteristics of the internal audit function on earnings management (Davidson and al., 2005; Prawitt and al., 2009; Garcia and al., 2012) and find a negative effect. The study sample will focus on listed Tunisian firms. These firms must have an internal audit function. It is, in fact, one of the conditions for admission to stock market. Despite the lack of research done on the relationship between the existence and characteristics of internal audit function and the tax risk, we argue, in accordance with Chadefaux (1987), the important role of accounting or tax expertise of the internal audit function in reducing firms tax risk. The hypothesis advanced shall be as follows: Hypothesis 4: The probability of tax risk is negatively related with accounting or tax expertise of the internal audit function. 3. Methodology 3.1. Sample description Our sample is composed of 39 Tunisian firms listed on the TSE (Tunisian Stock Exchange). The data for this study were collected through financial statements and a questionnaire sent to all listed firms. We have collected 39 questionnaires from 56 Tunisian listed firms in 2010. The questionnaire was sent and filed with all listed firms. However, 17 firms have failed to complete 7 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 the questionnaire or told to return it duly completed despite repeated reminders on-site visit, by phone or e-mail. The response rate to the questionnaire is thus 69.64 % and is, in our opinion, an adequate response rate for conducting multivariate analyzes. Companies that responded to the questionnaire operate in various sectors. The financial sector is represented in the sample by 19 companies representing a rate of 48%. The response rate for financial firms is 79.17 % or 19 out of 24 firms. The response rate for non-financial corporations was 62.5 % or 20 companies out of 32. Data on Tunisian listed companies were collected for the years 2006, 2007, 2008, 2009 and 2010. We have, in total, 177 observations firms. We have collected the necessary data in our study through a survey. It contains specific information about the firm tax function (existence of a tax service, the existence of a tax provision...), the board of directors (the number of independent directors, the duality, the presence of the audit committee, accounting or tax expertise of this committee...), the internal audit function (existence, tax expertise...) and the tax external advisor (existence, title of the external consultant, nature of the mission...). 3.2. Definition and measurement of variables 3.2.1. Dependant variable: Tax Risk Our definition of tax risk includes both the risk of non-compliance that the risk of opportunity. Some studies who have examined the issue of tax risk are rested on a sample of firms that have suffered tax adjustments (Hanlon and al., 2005; Lanis and Richardson, 2011) and another control sample. Using this same measure in our study seems to be difficult due to the confidentiality of firm recovered data. Tax risk was measured differently by other researchers which are interested in the study of aggressive or risky tax planning and are engaged in the study of our second component of tax risk (the risk of opportunity). This risky tax planning was measured by classic measures of tax management which are the effective tax rate (Lanis and Richardson, 2011; Armstrong and al., 2012; Rego and Wilson, 2012; Chen and al., 2010) or differences between accounting income and taxable income (Desai and Dharmapala, 2006; Rego and Wilson, 2012; Chen and al., 2010). However, these measures have been considered by other authors (Chadefaux and Rossignol, 2006) as measures of fiscal performance. Therefore, these measures do not seem to be able to capture only the risky tax planning but represent all tax planning measures adopted by firms and may naturally contain acceptable measures. In addition, and following the implementation of FIN 48, some recent research has rested on the information disclosed by U.S. companies, which focuses on the estimation of uncertain tax benefits for the tax measure risk (Armstrong and al. 2010 ; Rego and Wilson, 2012). Since the contexts of study of tax risk are widely different, we tried to design an appropriate measure to the Tunisian context and which is reflected in its regulatory framework. To do this, we focused on the obligations of Tunisian firms to consider tax risk in the financial statements and referring mainly to the general accounting standard and the standard 14 on contingencies and subsequent events to the closing date. The general accounting standard provides that the probable tax expense should be recognized in the financial statements through a provision or a reserve. Also, the standard 14 focuses on contingencies and events after the closing date and which may have an impact on the financial position of the company and must therefore be assessed and recognized in the financial statements. This standard so emphasizes the tax risk which can arise from an eventuality or from 8 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 an event later the closing date and it applies for all the not financial and financial firms. Given that the financial statements of listed Tunisian companies are published on the website of the TSE, we will rely on tax risk disclosures made by these companies to measure risk. An overview on the financial statements disclosed concluded that some companies do not give the details of the item “provisions”. To remedy this problem, we asked all companies, through the survey, mention us if they have or not a tax provision for each year of study. Also, the report of the auditors is appended to the financial statements. So, through content analysis of this report, we checked if it contains information on the existence of a tax risk. Thus, we measure the tax risk by a dichotomous variable. This variable is equal to 1 if the firm has a tax provision or disclosing information to the tax risk in the financial statements notes or if there is information on the risk in the general report of the auditor, and 0 if not. 3.2.2. Independent variables - Board of director independence: In this study, we retain independent directors as members of the Board with the following characteristics (Peasnell and al. 2003; Whidbee, 1997): Are not officers or executives of the company, do not have family ties with the CEO of the company and are not former employees of the company and do not have a business relationship with the company (consultant, lawyers, suppliers, creditors ...). Given that the information published by the Tunisian listed firms does not distinguish affiliated and independent directors, we asked its firms in the survey and tell us to distribute members of the Board according to their nature: internal, affiliated and independent. - The separation of CEO and Chairman of the Board: Separating the positions of CEO and chairman of the board will be measured using a dichotomous variable. This variable is equal to 1 in case of separation of the positions of CEO and chairman of the board and 0 otherwise (Deslandes and Landry, 2009). - Tax or accounting expertise of audit committee: The accounting or tax expertise will be measured using a dichotomous variable (Deslandes and Landry, 2009; Bédard and al., 2004; Abott and al., 2004). This variable is equal to 1 if there is a member of the audit committee that has expertise in accounting or taxation and 0 if not. Since it is difficult to obtain such information, we considered that a person has the accounting or tax expertise when it pursued a specialized academic training in accounting or taxation. Our definition approaches that adopted by Bédard and al. (2004) although it is less restrictive. - Tax or accounting expertise of internal audit function: because the disciplines of tax and accounting are interrelated, we will hold the following dichotomous variable to measure the tax or accounting expertise of internal audit function. This variable takes the value of 1 if there is a member in the internal audit function having acquired a university degree in accounting or taxation and 0 if not. This is one of the factors representative of the internal audit function competence which is the degree (Prawitt and al. 2009), the experience and the training. The retention of this factor alone is justified by the difficulty of obtaining data related to other factors. 3.2.3. Control variables Control variables that will be adopted in the context of this study are the firm size (Log of total assets), the existence of a tax service in the firm, the use of an external tax advice, external auditor quality (Big 4 or not) and the financial sector. 9 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 3.3. Regression model: Because the dependent variable is dichotomous, we have used the logistic regression to test the impact of the attributes of the board and the internal audit function on the probability of tax risk. Our analysis model is as following: RISFit =α0 + α 1 INCAit + α 2 SEPit + α 3 EXCAit + α 4 EXAIit + α 5 TAILit + α 6 SERFit +α7 COEXit + α 8 QUEXit + α9 SECFit + Σ. 4. Empirical results 4.1. Descriptive statistics Table 1 shows that 46.89% of the firms in the sample support at least one tax risk. Thus, nearly half of the cases, the tax risk is present either through a provision or tax information inserted in the financial statements notes or in the general report of the auditor. 27.71% of tax risks in our sample are related to control of a tax authority. Identified tax risks have led to tax provision in 85.54% of cases, whereas in 14.46% of cases, the risk is disclosed in the financial statements notes and / or in the auditor's report but not covered through a tax provision. Tax risk is present with the same frequency in the years 2006, 2007 and 2010. The year 2009 has the lowest frequency. Identified risks vary slightly from one year to the other between the financial and non-financial firms, to achieve a nearly identical total for the two sub-samples: 42 tax risks for non-financial firms against 41 in the financial sector and throughout the study period. The percentage of independent directors on the board is, on average, 12.02% and from 0 to 33.33% (table 2 below). Only 37.85 % of the sample firms adopt dual structure with separation of the positions of CEO and chairman of the board (table 1). For the variable relating to accounting or tax expertise of audit committees, information collected through the questionnaire show that some firms in the sample do not have a permanent audit committee even in 2010 despite regulatory requirements for all Tunisian listed companies. The size of the audit committee varies from 3 to 6 with an average of 3.51. Table 1 shows also that 68.36 % on average of firms have one member with expertise in accounting or tax in audit committee. For the remaining 31.64%, the audit committee does not include people with accounting or tax expertise or firm does not have an audit committee. As well as for variable EXCA, some Tunisian listed companies do not have an internal audit function (for 22 observations). In table 1, 75.71% of companies have a member with accounting or tax expertise. For the rest, companies do not have an internal audit function or the internal audit function does not have such a member. 42.94 % of companies have a tax service and 71.19 % of firms use the services of an external tax advice (table 1). Also, descriptive statistics show that in 40.11 % of cases, one of the auditors of companies is one of the BIG 4. Financial and non-financial sectors are represented in an almost equal manner in our sample. 10 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 Table 1: descriptive statistics for binary variables Table RISF SEPA Frequency 94 83 177 110 67 0 1 Total 0 1 Proportion 53,11 46,89 100 62,15 37,85 2: EXCA 0 56 31,64 1 121 68,36 EXAI 0 43 24,29 1 134 75,71 SERF 0 101 57,06 1 76 42,94 COEX 0 51 28,81 1 126 71,19 QUEX 0 106 59,89 1 71 40,11 SECF 0 90 50,85 1 87 49,15 With RISF : 1 if the company recorded a tax provision or disclosed information to the tax risk in the financial statements notes or in the auditor general report and 0 otherwise; SEPA:1 if the positions of CEO and chairman of the board are separated and 0 otherwise ; EXCA : 1 if an audit committee member has an expertise in accounting or tax and 0 otherwise ; EXAI : 1 if a member in the internal audit function has an accountant or tax expertise and 0 otherwise; SERF : 1 if there is a tax service in the company and 0 otherwise ; COEX: 1 if the company uses the services of an external tax advisor and 0 otherwise ; QUEX: 1 if the firm uses a BIG 4 auditor and 0 otherwise ; SECF:1 if the firm is part of the financial sector and 0 otherwise. descriptive statistics for metric variables TAIL INCA Mean 19.15108 12,02 Variance 3.717803 0,0121717 Median 18.258 11,11 Minimum 16.523 0 Maximum 22.633 33,33 With TAIL : log total assets; INCA: Number of independent directors / total number of directors 4.2. Bivariate analysis Before presenting the results of the multivariate regression, we should conduct a bivariate analysis in order to assess in a preliminary way the validity of our assumptions. In this context, two statistical methods are used: the contingency table and the equality of the means test (tables 3 and 4). Table 3 shows that there is an independence between, on the one hand, the tax risk variable and, secondly, the variables separation, expertise of the audit committee, existence of a tax service, quality of external auditor and belonging to the financial sector. This preliminary result, found for each variable in isolation, shows that the probability of tax risk does not depend on these variables. For variables accounting or tax expertise of the internal audit and the use of outside tax advisor, Chi 2 test shows a significant probability that allows to reject the hypothesis of independence between the variables. There is thus a link between the variable tax risk and 11 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 these two variables. The presence of such expertise decreases the probability of tax risk, confirming preliminary our fourth hypothesis. However, using the services of an external tax advice is likely to increase the probability of tax risk, which seems contrary to expectations. Table 4 shows no difference between companies that have a tax risk and those who have no tax risk in firm size. The results in Table 5 show a difference between companies that support a tax risk and those that do not support this in view of the independence of the board. However, the percentage of independent directors is higher for companies with a tax risk which is contrary to predictions. Table 3: Independence test in contingency table RISF Binary independant variables Chi 2 test SEPA Total 0 1 0 60 Pearson chi2(1) = 34 94 1 50 Pr = 0.623 33 83 Total 110 67 177 EXCA Total 0 1 0 29 Pearson chi2(1) = 65 94 1 27 Pr = 0.811 56 83 Total 56 121 177 EXAI Total Pearson chi2(1) = 0 1 Pr = 0.089 0 18 76 94 1 25 58 83 Total 43 134 177 SERF Total 0 1 0 57 Pearson chi2(1) = 37 94 1 44 Pr = 0.306 39 83 Total 101 76 177 COEX Total Pearson chi2(1) = 0 1 0 34 Pr = 0.021 60 94 1 17 66 83 Total 51 126 177 QUEX Total 0 1 0 56 Pearson chi2(1) = 38 94 1 50 Pr = 0.928 33 83 Total 106 71 177 SECF Total 0 1 0 48 Pearson chi2(1) = 46 94 1 42 Pr = 0.951 41 83 Total 90 87 177 *** significant at 0,01 ; ** significant at 0,05 ; * significant at 0,10. 0.2413 0.0575 2.8850* 1.0463 5.2892** 0.0082 0.0038 12 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 Table 4: difference of means test for variable TAIL Group Observations mean Std.Err Std.Dev 95%Conf 0 94 19.08064 .2006498 1.945372 18.68219 1 83 19.23087 .2104327 1.917133 18.81225 Combined 177 19.15108 .1449294 1.92816 18.86506 Diff -.1502292 .2910273 -.7246043 diff = mean(0) - mean(1) t = -0.5162 Ho: diff = 0 degrees of freedom = 175 Ha: diff < 0 Ha: diff = 0 Ha: diff > 0 Pr(T < t) = 0.3032 Pr(|T| > |t|) = 0.6064 Pr(T > t) = 0.6968 Interval 19.47909 19.64949 19.43711 .424146 Table 5: difference of means test for variable INCA Group Observations Mean Std.Err Std.Dev 0 94 .106817 .010949 .1061549 1 83 .1354602 .0124683 .1135918 Combined 177 .1202486 .0082926 .1103255 Diff -.0286432 .0165234 diff = mean(0) - mean(1) t = -1.7335 Ho: diff = 0 degrees of freedom = 175 Ha: diff < 0 Pr(T < t) = 0.0424 95%Conf .0850744 .1106568 .1038829 -.061254 Interval .1285596 .1602637 .1366143 .0039676 Ha: diff != 0 Ha: diff > 0 Pr(|T| > |t|) = 0.0848 Pr(T > t) = 0.9576 4.3. Logit regression results The correlation test shows the absence of multicollinearity between the board independance and the firm size. Logistic regression can thus be conducted. The results of this regression are shown in Table 6. Table 6: Results of logistic regression (RISF) Variables Constant Expected sign INCA - SEPA - EXCA - EXAI - SERF - COEX - QUEX - SECF ? TAIL + Year_Dum_1 ? Year_Dum_2 ? Year_Dum_3 ? Coefficients -.4387379 (0.873) 3.292621** (0.039) -.0381776 (0.909) .0828401 (0.830) -.4156002 (0.326) .2626656 (0.563) .9669315** (0.024) .347216 (0.366) .0848501 (0.865) -.0425045 (0.799) .4396595 (0.381) .2861768 (0.561) -.2653899 (0.585) 13 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 Year_Dum_4 ? -.3615324 (0.459) Number of obs = 177 LR chi2 (13) = 15.95 Prob > Chi 2 = 0.2519 2 Log likelihood = -114.37076 Pseudo R = 0.0652 RISF =α0 + α 1 INCA + α 2 SEPA + α 3 EXCA + α 4 EXAI + α 5 TAIL + α 6 SERF +α7 COEX + α 8 QUEX + α9 SECF + Σ. *** significant at 1% ; ** significant at 5% ; * significant at 10%. Variables that appear to have a significant effect on the probability of tax risk are the independence of the board and the use of an external tax advice. These two variables have a positive effect on the probability of tax risk which is contrary to our expectations. Recall our first hypothesis which states that “the probability of tax risk decreases with the independence of the board”. The results disprove the hypothesis 1. According to our prevision, the use of an outside tax advice is likely to increase the regulatory compliance and thereby reduces the tax risk. However, the results are contrary to expectations. Both results found can be explained by the measurement of tax risk which largely includes the component of tax reserve or provision (85,54%). This provision identifies firms’ tax risks but is also a way to manage this risk. The variables separating CEO and Chairman of the board, accounting or tax expertise of the audit committee, accounting or tax expertise of the internal audit function do not have a significant effect on the probability of tax risk. Our hypothesis 2, 3 and 4 are also not validated. For the control variables, the presence of a tax service, external audit quality, firm size and sector have no significant effect on the probability of tax risk. In addition, dichotomous variables were introduced in our regression to represent the years of study. The aim is to examine whether differences in the probability of tax risk between the fiveyears. However, the results of the logistic regression show that none of these variables representing years of study has significant effect on the probability of tax risk. 4.4. Additional analysis In the descriptive statistics presented above, tax risks that led to the record of tax provisions are of the order of 71 or 85.54% of total identified risks. To examine the role of stakeholders in the management of tax risk, it is useful to conduct another logistic regression. The dependent variable is a dichotomous variable that equals 1 in the presence of a tax provision and 0 otherwise. Through this regression, the objective is to study the role of internal governance mechanisms (board of directors and internal audit function) and others actors (tax department, outside counsel, external auditor) in the management or tax risk through tax reserve or provision. In table 7 (below), the results show that variables relating to the independence of the board and the use of an external tax advice positively influence the probability of a tax provision. The same result is found for the first regression examining the determinants of tax risk. This shows that the results of the first regression are explained by the inclusion of the tax provision in the measure of tax risk and thereby justifying the positive relationship found between these two variables and the probability of this risk. Thus, the independence of the board and the using of tax external consultants play in favor of the use of a tax provision to manage tax risk. Moreover, 72.29 % (60) of cases of tax risks identified are not related to operations of a tax authority control. This demonstrates the tendency to proactively manage tax risk. These cases 14 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 will be used to measure the tax risk and to renew again our logistic regression. The dependent variable is a binary variable that takes the value 1 in the presence of a tax risk not related to a tax authority control and 0 otherwise. The new regression highlights the significant impact of new variables on the probability of tax risk (table 8). Indeed, in addition to the variables relating to the independence of the board and use of tax external advice, this logistic regression identify a significant relationship between external auditor quality and size of the business, on the one hand, and the probability of presence of the tax risk, on the other hand. Table 7: Model results on tax provision (PROV) Variables Expected sign Constant INCA + SEPA + EXCA + EXAI + SERF + COEX + QUEX + SECF ? TAIL ? Year_Dum_1 ? Year_Dum_2 ? Year_Dum_3 ? Year_Dum_4 ? Coefficients 1.685932 (0.549) 3.76552** (0.022) .0340596 (0.921) .3395005 (0.393) -.331659 (0.438) .3009071 (0.512) 1.028786** (0.021) .5454843 (0.167) .3013785 (0.553) -.2065325 (0.228) .4854045 (0.341) .586408 (0.242) -.0578629 (0.908) -.1602434 (0.751) Number of obs = 177 LR chi2 (13) = 16, 42 Prob > chi2 = 0,2273 Log likelihood= -110.99453 Pseudo R2 = 0.0689 PROV =α0 + α 1 INCA + α 2 SEPA + α 3 EXCA + α 4 EXAI + α 5 TAIL + α 6 SERF +α7 COEX + α 8 QUEX + α9 SECF + Σ. With PROV = 1 if the company recorded a tax provision during the year and 0 otherwise ; INCA = Number of independent directors / total number of directors; SEPA = 1 if the positions of CEO and chairman of the board are separated and 0 otherwise ; EXCA = 1 if an audit committee member has an expertise in accounting or tax and 0 otherwise ; EXAI = 1 if a member in the internal audit function has an accountant or tax expertise and 0 otherwise , TAIL = Log ( total net assets ), SERF = 1 if there is a tax service in the company and 0 otherwise ; COEX = 1 if the company uses the services of an external consultant and 0 otherwise ; QUEX = 1 if the firm uses a BIG 4 auditor and 0 otherwise ; SECF = 1 if the firm is part of the financial sector and 0 otherwise ; Year_Dum_1 : Year 2006; Year_Dum_2 : Year 2007 ; Year_Dum_3 : 2008; Year_Dum_4 : Year 2009. *** significant at 1%; ** significant at 5% ; * significant at 10%. The percentage of independent directors on the board has a positive and significant influence on the probability of tax risk which is unrelated to a tax authority control. The quality of the external auditor, as measured by the use of BIG 4, is positively and significantly associated with the likelihood of the presence of risk unrelated to tax control operations. The use of a tax external advisor also has a positive and significant impact on the probability of this risk. The results for these three variables are explained by the fact that almost all of these risks have been identified through a tax provision (97,67%). Therefore, these three actors play for covering tax risks and 15 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 thus ensure proactive management of these risks. Table 8: model results relating to tax risk not related to control Variables Constant Expected sign Coefficients 2.762458 (0.351) 4.000117** INCA (0.022) SEPA .4519248 (0.201) EXCA .5446398 (0.200) EXAI -.4455902 (0.322) SERF .3577634 (0.452) .8628348* COEX (0.062) 1.109381*** QUEX (0.009) SECF ? .5229833 (0.326) -.3099554* TAIL + (0.088) Year_Dum_1 ? .4844065 (0.373) Year_Dum_2 ? .4205409 (0.430) Year_Dum_3 ? .3533203 (0.501) Year_Dum_4 ? .114279 (0.831) Number of obs = 177 LR chi2 (13) = 20.20 Prob > chi2 = 0.0902 Log likelihood = -103.24168 Pseudo R2 = 0.0891 RFNC=α0 + α 1 INCA + α 2 SEPA + α 3 EXCA + α 4 EXAI + α 5 TAIL + α 6 SERF +α7 COEX + α 8 QUEX + α9 SECF + Σ. with RFNC=1 in the presence of a tax risk not related to a tax control and 0 otherwise. *** significant at 1% ; ** significant at 5% ; * significant at 10%. Table 8 also shows that the firm size has a negative and significant effect on the probability of tax risk not related to tax authority control. The probability of tax risk not related to control decreases with firm size, which is contrary to expectations. However, this result should be interpreted with caution because the presence of tax risk not related to control operations is identified through provisions (58 cases out of 60). Thus, large firms use less provision for managing prospectively tax risk; larger firms feel they do not have to disclose such information and that they able to manage the tax risk curatively if necessary. 5. Conclusion The study considers the impact of internal governance mechanisms on tax risk in Tunisian context. Based on a sample of Tunisian listed firms for the period 2006-2010, we have conducted a logistic regression to test hypothesis that independent board, separation of CEO and president of the board, tax or accounting expertise of audit committee and tax or accounting expertise of internal audit function reduce the probability of tax risk. We find, contrary to our previsions, that 16 Proceedings of World Business Research Conference 21 - 23 April 2014, Novotel World Trade Centre, Dubai, UAE , ISBN: 978-1-922069-48-1 independent board and the use of an external tax advice influence positively the likelihood of tax risk. This result is justified by the greater presence of the tax provision in our measure of tax risk. While the tax provision identifies the tax risk, it constitutes a means to manage this risk. So the results found can be interpreted as follows: firms that have an independent board and that use an external tax advisor use provision to manage the tax risk. This interpretation is confirmed by our additional analysis. We have found also that the external auditor, with board independence and use of external tax advisor, help to manage proactively the tax risk (before tax authority control). Overall, our study helps to extend the literature on the topic of corporate governance and taxation. To our knowledge, it provides the first study conducted in the Tunisian context about the topic of tax risk. Moreover, we have conceived a new measure of tax risk which is adapted with Tunisian context and regulation. Our study is subject to several limitations. First, our sample is limited to Tunisian listed firms so we can’t generalize the results to all Tunisian firms. But this limitation is justified by the availability of publicly information for these firms. Second, although the measure of tax risk in our study has the advantage to take into account various types of tax risks (non-compliance risk and opportunity risk) and to be adapted to the Tunisian context, it does not capture the extent or level of tax risk. However, the lack of published data on the level of risk and the difficulty of obtaining data from firms or tax authority justified the use of a dichotomous measure of tax risk. Future research into corporate governance and tax risk could examine several important matters. Taking into account the attributes of the manager in the study of tax risk would possibly enrich the study. Indeed, taking into account its share in the capital of the company, its attitude vis-a-vis the general risk and the type of remuneration can influence the level of tax risk. Finally, in the study of tax risk, the importance is increasingly given to the notion of social responsibility by focusing on tax transparency obligation of the company. According to De Boer (2012), "tax responsibility must go through a change of mentality, for greater transparency through communication of tax strategy and detailed country-by-country figures (name, object, assets and tax liabilities of different entities)"(p. 74). According to the same author, “the idea of imposing for companies more transparency through new disclosure requirements is in progress” (De Boer, 2012, p. 75). 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