2013 Cambridge Business & Economics Conference ISBN : 9780974211428 The Informational Content of the Corporate Governance Report: Evidence from Spain Monica Martinez-Blasco* Laura Vivas-Crisol** Josep Garcia-Blandon* Joan Corominas Ferrer*** *Associate Professors of Finance IQS School of Management-Universitat Ramon Llull. Via Augusta 390, 08017 Barcelona, Spain. monica.martinez @iqs.edu josep.garcia@iqs.edu * * Ph.D. Candidate IQS School of Management-Universitat Ramon Llull. Via Augusta 390, 08017 Barcelona, Spain. lauravivasc@iqs.edu *** Research Assistant IQS School of Management-Universitat Ramon Llull. Via Augusta 390, 08017 Barcelona, Spain. joan@corominas.co.uk Corresponding author: Monica Martinez-Blasco July 2-3, 2013 Cambridge, UK 1 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 The Informational Content of the Corporate Governance Report: Evidence from Spain ABSTRACT The agency problems have appeared due to the divorce between ownership and control. This problem has concerned the economic environment since the 18th century because of the exponential increase in the number of minority investors. The solution to this conflict is only possible following good Corporate Governance rules, which guarantees an appropriate managers behaviour. The effect of Corporate Governance rules varies between countries because of the poor homogeneity in the legal framework. We can find a large variety of research documents evaluating whether Corporate Governance has an effect on firm’s value but we wanted to be more precise. For this reason we found interesting to evaluate the informational content of the Corporate Governance Report’s (CGR) release on the Spanish stock market. Keywords: Corporate Governance, Agency Problems, Common Law, Civil Law, and Transparency. July 2-3, 2013 Cambridge, UK 2 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 INTRODUCTION The world’s economy has been damaged through different scandals like Enron’s and WorldCom accounting frauds and Lehman Brothers bankruptcy. Ethics has been in all cases a critical cause, which leaded into failure. Transparency and trustfulness are core subjects, which our globalized world pursues, and to achieve this objective we should focus on Corporate Governance. Corporate Governance has attracted great attention in the past years in the financial and economic news and in investigation papers. We can clarify its meaning in the next exposition: “The term Corporate Governance is widely used to refer to the balance of power between officers, directors, and shareholders. Academics often discuss it in the context of regulating communications and combating agency costs where corporate officers and directors have the power to control the company, but the owners are diverse and largely inactive shareholders. Good Corporate Governance, then, allows for a balance between what officers and directors do and what shareholders desire. The term implies that managers have the proper incentives to work on behalf of shareholders and that shareholders are properly informed about the activities of managers”. [Sale (2004) p. 456]. Corporate governance is positively correlated with the evolution of agency problems. These problems were firstly discussed by Adam Smith (1776). In his well-known classical economics book he highlights the agency problems with the next statement: “[…] being the managers rather of other people’s money than of their own, it cannot well be expected, that they should watch over it with the same anxious vigilance with which the partners in a private co-partner frequently watch over their own [...]”[Adam Smith (1776), p.606-07]. July 2-3, 2013 Cambridge, UK 3 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 In 1932, after decades of debates and public speaking over the conflict between ownership and control, a corporate Governance book, Berle and Mens (1932) which focused on agency problems was acclaimed not only by economists but by ordinary people who hold small participations in large companies. From this moment onwards, Corporate Governance has inspired other authors like Jensen and Meckling (1976). Agency problems are defined as the conflict between shareholders, and managers; “The firm is viewed as a set of contracts among factors of production, with each factor motivated by its self-interest”, [Fama (1980), p. 288-307]. Shareholders have the interest of maximizing their company’s shares value but this might not coincide with manager’s interest. To avoid agency costs, which come from conflicts between ownership and control, there are several ways to align interests. These include management compensation, managerial labour markets, board of directors, large stockholders and the legal and regulatory environment. However these solutions are not always efficient as Dye (1988) explains and managers can for instance manipulate income statements for their self-interest. Consequently we can find propositions from Fama (1980) and Fama and Jensen (1983) of making more emphasis in Corporate Governance. This attitude should train and control managers with the purpose of achieving efficiency and business ethics. Several international corporate governance codes have appeared in response to agency problems with the main objective of guarantee the long-term run of firms and transparency. We can separate the evolution of corporate governance codes in two blocks: Common Law and Civil Law Corporate Governance Codes Common Law corporate governance codes: July 2-3, 2013 Cambridge, UK 4 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 The first approach to prevent agency conflicts were held in the United States in 1978 by the American Law Institute which wrote a document named “Principles of Corporate Governance: Analysis and Recommendations”. There was a high interest on Corporate Governance in the United States because of several corporate and accounting scandals in the country. But it was not until 2002 when the federal law “Sarbanes-Oxley Act” (SOX), which set new and enhanced standards, was passed. The SOX has special requirements and focuses in 11 points from which we can highlight the importance of auditor independence, analysing conflict of interest and corporate fraud accountability. The objective of the SOX is to protect investors from public firms from manager’s expropriation and therefore enhance transparency and avoid inaccurate accounting standards. We had to wait until 1991 to find an European response to agency problems with two documents elaborated in the United Kingdom by The Institutional Shareholders Committee (ISC) and the Institute of Chartered Secretaries & Administrators (ICSA). They were both recommendations, so public firms did not had the obligation of presenting neither the ISC nor the ICSA. It was in 1992 when the first mandatory document was created and named Cadbury Report. Civil Law corporate governance codes: Among others European countries apart from the United Kingdom, which we have already talked about, Germany, German Corporate Governance Code, and Italy, Preda Code, have mandatory codes, which have to be accomplish. The remaining countries have decided to publish documents of voluntary adoption. The objective of the European Community (EC) was to find a homogeneous document or report with applicable fundamental principles. The problem is that countries in Europe are too different and this idea has been totally discarded. July 2-3, 2013 Cambridge, UK 5 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 The document, which is closest to what the EC would like to implement, is the OECD Principles of Corporate Governance (1999). This document is one of the most influent guidelines when we talk about good Corporate Governance. It was updated in 2004. The Spanish Corporate Governance Codes From now on we are going to elaborate an in-depth evolution of Corporate Governance related to the Spanish market since we are interested in its outcome. The Olivencia Report (1998): The 28th of February 1997 the Council of Ministers agreed on the development of a special commission to study an ethic code for the board of directors within companies. The purpose of the special commission was; (1) to write a report about the board of directors within companies, which trade in the financial markets and, (2) elaborate an ethic code of good governance which the companies mentioned before could voluntarily follow. The 26th of February 1998 was the date on which the Olivencia Report was published. One of the report‘s main objectives was to guarantee transparency and better support for shareholders’ interests. Particularly the report puts emphasis in the Board of Director’s mission: (1) General function of supervision, (2) core of non-delegable functions, (3) creation of value for the shareholders [Olivencia’s Report, p.17-19]. The report finishes with 23 recommendations where we can highlight the importance of independent directors, disagreement with the existence of an Executive Committee and requirement of both an Appointments and Remunerations Committee and an Auditing Committee. The Aldama Report (2003): Since recommendations were not sufficient, Law 44/2002 of November 22nd established as mandatory for public firms to have an Auditing Committee. This Committee must be formed mostly with external directors. July 2-3, 2013 Cambridge, UK 6 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 After the adoption of this law, a special committee known as Comisión Especial para el Fomento de la Transparencia y Seguridad en los Mercados y Sociedades Cotizadas published the Aldama Report. The report tries to highlight the desire of regulatory support in the field of promoting transparency. The next step to develop a good Corporate Governance code was law 26/2003 of July 17th which reinforced public firm’s transparency. The Unified Good Governance Code (2006): The new code continues with its predecessor’s reports by trying to generate good Corporate Governance. The Unified Good Governance Code was published in 2006 and has 58 recommendations to fulfil. These recommendations can be segmented in Board of Directors, Directors and Committee Recommendations. We can highlight some new subjects such as gender diversity in committees or higher transparency in remunerations. This code is mandatory to fulfil but no to follow the recommendations and once sent to the Spanish supervisory agent it is published. PREVIOUS LITERATURE Despite these codes, we were unable to find any official proforma Corporate Governance report and in the case of finding a required document, it is released together with the Annual Accounts. We have not been able to find any previous research, which investigates the informative impact of the CGR release, because, as far as we know, Spain is the only country that presents it separately from the Annual Accounts. However we know that other reports’ release present informative content and therefore we can see a reaction on the share’s prices of the specific firm. This could be the case of financial reports and corporate news [Frazzini (2006)] where we can include sudden July 2-3, 2013 Cambridge, UK 7 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 executive death, [Johnson et al. (1985)] or executive compensation plans [Gaver et al. (1992)]. Additionally we can find reactions to the market with more “juicy” information for investors, which could be the case of dividend announcements [Michaely et al. (1995)] or the earning announcements [Abarbanell and Bernard (1992)]. As we just pointed out, we have not found any document, which investigates the effect of CGR release on the exact day of the event, but we have found several documents related to our research on Corporate Governance. This section will be divided in 2 main blocks: Common Law countries and Civil Law countries. Within the Common Law group we can find the strongest protection for investors and creditors rights and they also have the best legal protection to shareholders. Additionally it is also important to bring out that larger economies have low ownership concentration whereas small and unequal economies have higher ownership concentration [La Porta et al. (1998)] Corporate Governance could have a weaker or stronger effect depending on ownership, agency problems. Evidence of Corporate Governance affecting the Common Law countries, either negatively or positively, has not been found. This is probably due to the strict laws these countries hold and that Corporate Governance reports are mandatory. As Black (2001) says, Corporate Governance has no economical significant effect in the performance of the United States firms. Contrary to Common Law countries, Civil Law countries have poorer protection for shareholders because of “softer” laws and governance. Does a weaker legal framework mean that we will find abnormal returns and volumes using the event method? We are not sure, but evidence from García et al. (2012) suggests that contrary to the United Kingdom and the United States, there is no relevant information transmitted to the Spanish market when studying the shareholders’ general meeting event day. July 2-3, 2013 Cambridge, UK 8 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 Coming back to Corporate Governance, we find little evidence as we pointed out before and even though it is not an event study, we found some relevant information from Germany. An investigation about 253 German firms during 50 months show symptoms affirming that German firms have a positive relationship between Corporate Governance and the firms’ value [Drobetz et al. (2003)]. Additionally we can make an emphasis on emerging markets. They are the weaker “family” when talking about their legal framework and Corporate Governance. Even though we were unable to find an event study for Corporate Governance in these markets, we found comparisons between firms’ value and Corporate Governance. En-Bai et al. (2003) and Black (2001) both show a ranking of firms from China and Russia respectively. On the first hand, the Chinese research demonstrates that investors would pay a significant premium for well governed firms which are at the top of the list. On the other hand, Russia’s investigation paper arrives to the same conclusion but casts some doubts due to the small sample of 21 firms. Moreover, evidence from Leal and Carvalhal-da-Silva (2005) highlights the poor legal framework by not applying sanctions to malpractices of Corporate Governance. The aim of this research is to analyse whether the release of the CGR of listed Spanish companies convey information to the stock market. This is achieved by the Event Study Methodology to determine whether there are abnormal returns or volume on the day of the report’s release. The existence of abnormal returns [Brown and Warner (1985)] would show that the market reacts to the report’s release and consequently affirm that the report’s content is informative. On the other hand, we will evaluate whether there are abnormal trading volumes to determine if investors find the report sufficiently important to change their investment portfolio [Kim and Verrechia (1991)]. July 2-3, 2013 Cambridge, UK 9 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 We have divided our main sample in two sub samples. The first sub sample is based on market capitalization terms. We have analysed abnormal returns belonging to IBEX 35, IBEX Medium Cap and IBEX Small Cap separately. The second sub sample is also sub divided, but this time we concentrate on the evolution of the report’s recommendations. All firms have to complete the CGR by answering to 58 questions. We assume that a company that accomplishes more questions than the previous year has better Corporate Governance. Therefore as you can imagine the sub groups are: better CGR’s evolution, worse CGR’s evolution and maintaining CGR’s evolution. The main motivation we found when we decided to go through this research is the increasing importance of Corporate Governance after several financial scandals. We wanted to enhance our knowledge on Corporate Governance as we assume that its main role is to prevent the current uncertainty. We found that despite the previous situation we described, we could not find any research paper studying the CGR’s release effect on a specific market. For this reason we decided to evaluate the CGR release on the Spanish market. We think that our research could be the beginning of a new niche of investigations. The main contribution of this research is given by the fact that it is the first time that the CGR release is analysed, and as far as we have found, in a Civil Law. By anticipating part of the results, this investigation demonstrates that the Spanish market reacts when evaluating the CGR’s release. The paper has the following structure: on the next section we will evaluate the sample selected and the methodology we used. In section 3 we present our results and conclusions are shown in section four. SAMPLE SELECTION AND METHODOLOGY July 2-3, 2013 Cambridge, UK 10 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 The following section presents the sample selection and the proposed methodology to analyse the informative content of the corporate governance report presentation. Sample selection To carry out the stated objective we select all firms traded in the Spanish Stock Market, which had presented the corporate governance reports between 2007 and 2010. The CGRs analysed were obtained from the Comisión Nacional del Mercado de Valores web page, which is the agency in charge of supervising the Spanish Stock Market. The requirement of presenting the corporate governance report was passed by 458 companies in our return sample and 429 companies for the volume analysis, which make up the first approximation to the analysed sample. Once all the reports were collected, a filter was prepared with the purpose of separating the final results in a group of reports. These reports were not influenced by the presentation of the annual accounts. Therefore the final sample was reduced to a total of 232 CGRs for the return sample and 216 CGRs for the volume analysis. We obtained the exact CGRs date from each report. We obtain financial information (closing values and trading volume) using daily data from the financial database Thompson Reuters 3000Xtra. Methodology In order to evaluate the informative content of the CGRs, the Brown and Warner (1985) classical methodological approach has been followed. The date of the report publication is the one which has been studied. The variation in the share’s price show, in average, the market valuation regarding to the available information and the abnormal traded volumes are the individual and idiosyncratic reaction of each investor who trades in the market with a new supply of information [Kim and Verrecchia (1991)]. Consequently, both measures support information about the corporate governance report’s publication July 2-3, 2013 Cambridge, UK 11 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 effect on the stock market. So if the publication adds information there will hopefully be a reaction, coming from variation in the share’s prices, variation in traded volumes or a combination of both. In this project the abnormal return has been used as a measure for the price variation and abnormal volume to measure the investor’s reaction. The abnormal returns (AR) have been calculated as the difference between the current returns and the expected returns, being the expected returns the one we obtain when following the market model. For this reason, the day to day abnormal return for the company at day t is expressed as: ARit = Rit - E(Rit x t ) Where ARit is the abnormal return of stock (1) i on day t , Rit is its actual return calculated æP ö as ln ç t ÷ , where Pt is the closing price on day t , and E(Rit x t ) its expected return for è Pt-1 ø day t . We compute expected or normal returns by using the market model. Afterwards we assume that normal return is given by a linear relationship between the stock return and the market return. We selected as market index the Indice General de la Bolsa de Madrid (IGBM). E ( Rit Xt )it = ai + bi Rmt (2) æ IGBM t ö Rmt = ln ç ÷ è IGBM t-1 ø a and b estimated parameters (3) Estimations have been done to the security normal returns through a pre-event period of 151 days starting on day -170 and finishing on day -20, being day 0 the corporate governance report release day. To determine the exact date of the event it has been taken into consideration the time of the report’s publication. Therefore if the time of the July 2-3, 2013 Cambridge, UK 12 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 report’s publication is before 16:00, it will be considered as the date of the event’s publication and if it is registered after 16:00 it will be considered the date of the event the day after the actual date of publication. Given the nature of the event, it is meaningful to address the behaviour of prices and trading volumes before and after the corporate governance report. Under insider trading we should observe a reaction of the market before de corporate governance report, while it could be also possible that the market react with a delay to the information released during the corporate governance report. To capture these possible effects the research was not limited to the day of the event but also examined an 11 days event window [-5, +5]. After estimating daily average abnormal returns for each firm, the average abnormal return for each day of the event window, in day t (AARt) has been calculated: AARt 1 N N AR it i 1 (4) The first null hypothesis is the following: H01: Stock returns will not be affected by the corporate governance report. The t-statistic for AR any day in the event period is given by: t statistic AARt Sp (5) Where S p is the standard deviation of the abnormal return over the pre-event period. The cumulative average abnormal return (CAAR) is obtained by adding the average daily abnormal return for different time intervals (a, b), within the event window [-5, +5]: b CAAR AARt t a July 2-3, 2013 Cambridge, UK (6) 13 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 When information is released to the market, investors’ reaction could be seen in both price and trading volume changes, [Kim and Verrecchia (1991)]. High trading volumes around a company event would be associated with the release of new information, [Kyle, 1985]. Following Menendez (2005), we define abnormal trading volumes, for stock i on day t as: AVit = Vit 104 æ ö 1 ç å Vit + å Vit ÷ x è t=-94 ø 150 t=30 -20 Where, Vit is the traded volume in euros of stock (7) i on day t . As we did with returns, once abnormal daily volumes have been computed for each firm, the average abnormal trading volume on day t (AV) is calculated as: AAVi = 1 N å AVit -1 N i=1 (8) The second null hypothesis contrasted is the following: H02: Stock volume traded will not be significantly affected by the corporate governance report. The t-statistic for AAV: t statistic AAVt Sp (9) The cumulative average abnormal volume (CAAV) is obtained by adding average daily abnormal volumes across different time intervals (a, b), within the event window [-5, +5]: b CAAV AAVt t a July 2-3, 2013 Cambridge, UK (10) 14 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 The two null hypotheses have been tested through both, parametric and non-parametric tests. For the parametric test, BW methodology has been followed. Additionally, Corrado’s (1989) non-parametric test has been performed. In BW the authors conducted simulated event studies and concluded that estimates from ordinary least squares with a market index tested with parametric statistical tests were well specified with random samples. In Ahern (2009), the author conducts simulations of event studies with samples grouped by size, prior returns, book-to-market and earning-to-price ratios, concluding that standard event study methods produce statistical biases in grouped samples. Moreover, the author points out “the power of the t-test to detect abnormal performance is lower than the non-parametric tests and displays considerable bias” [Ahern (2009), p.480]. In the research, although both tests are performed, since we are working with a grouped sample with a likely size effect on the results, we will give more credit to the results reported by the non-parametric test. Finally, to enrich the analysis, the research has been completed in two blocks as we already pointed out before. We thought it would be interesting to focus our investigation on the size of firms in market capitalization terms. Our samples will be included in the IBEX 35, IBEX Medium Cap and IBEX Small Cap. The other block includes the evolution of the CGR in recommendation terms, where samples can be grouped in better, worse or maintaining the number of recommendations. Our expectations are to find some evidence of CGR effect in the Spanish Stock Market. RESULTS Table I shows the average abnormal returns and abnormal traded volumes with their corresponding statistic parameters t-test and Corrado for every day in the event window [-5, +5]. This table also shows the accumulated abnormal returns and abnormal traded volumes, with its corresponding significant statistic method for the sub periods: [-5, - July 2-3, 2013 Cambridge, UK 15 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 1], [0, 5], [0, +1] y [-5, +5]. The first sub period tries to figure out a possible anticipation of the market to the publication of the report. The second sub period tries to investigate retarded reactions; while the third one would allow us to take into consideration the report’s publication in market time but near its closure. The last sub period informs of the global CGR’s effect in the studied period. [Table I] Analysing, in first place, the effect over price returns, we can appreciate a statistically significant abnormal return on the event day. Consequently we refuse the first null hypothesis proposed. This result indicates that the market reacts to the CGR’s release. Therefore, the CGR is informative for the average of the market participants. When we look at panel 1, it is highly interesting the fact of not appreciating any abnormal return before or after the exact day of the event. The result is significant at 1% level for abnormal returns on the event day for the t-test, which means that the market reacts to the CGR release. This result is corroborated by Corrado’s test which is significant at 5% level. When we analyse the sub period window [0, +1], we confirm our result with the ttest. Additionally on the sub period abnormal returns are reflected on window [0, 5] and [-5, +5]. The first window reflects retarded reactions while the second window reflects an abnormal return as a set of consecutive days. To sum up with the information above, what our results demonstrate is the existence of investor’s reaction which is translated to the market with the order of purchase of shares, making the price per share raise. In this case the opinion is the same for all investors. The second null hypothesis tests the effect on traded volumes. As it can be seen in panel 2 from table 1, we cannot refuse the second null hypothesis for the event day. We should underline that the results are not significant. There are no abnormal traded July 2-3, 2013 Cambridge, UK 16 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 volumes in any period of the event window. Additionally there are no signs of abnormal traded volumes when using Corrado’s test. We can assume after investigating and achieving these results that investors who are well informed or have interest in CGR’s release are a reduced group. This conclusion affects investors’ behaviour by purchasing shares but traded volumes were so low that abnormal traded volumes are not considered on the event window. We can be a bit confused when we see an effect on returns but not on traded volumes but results confirm our forecast and therefore CGR’s release is important for investors. The agency problems are present and since Spain has a “weak” legal framework when compared to the United States the results have not surprised us. Because following the CGR is not mandatory, we think that the presentation of the report is a sign of transparency and trustfulness towards the firm. In our opinion results would not be so satisfactory if Spanish firms had the obligation by law, as the United States do with the SOX, to comply all the CGR’s recommendations in the report. Segmented analysis Tables II, III and IV show the results according to the size of firms. Table II shows the results obtained from IBEX 35 firms. Table III shows the results for IBEX Medium Cap firms and Table IV for IBEX Small Cap firms. All three tables present the same structure as table I. [Table II] [Table III] [Table IV] Due to the high influence of the IBEX 35 firms in the Spanish Stock Market, we would expect to find abnormal returns and traded volumes the day of the CGR’s release. As we can observe in panel 1 from table II, the release of the CGR produces abnormal July 2-3, 2013 Cambridge, UK 17 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 returns with significance at 1% with the t-test on the exact day of the event. Additionally, in aggregate terms, the sub period [0,+1] reacts effectively with an increase in prices. For traded volumes we find a similar conclusion with abnormal results on the event day and on the sub period [0+1]. Differently to table I, we have no significant results for the release of the CGR when we use Corrado’s test in table II, panel 1 and 2. There are no abnormal results for other days apart from day 0. Therefore, after studying these results, we think that both abnormal returns and traded volumes are due to the firms’ size and importance in the Spanish Market. The analysis made for table III and table IV show poor results when looking for abnormal returns and trading volumes for the CGR’s release day. When we explore for some significant results in table III, we find no significant results for day 0. Despite of this result, abnormal returns for day +1 and the sub period [0+1] had both a significance of 5%. This retarded reaction could be explained by little interest that investors may have in IBEX Medium Cap firms or by the fact that some firms release the CGR near the market closing time. The traded volumes test does not present any sign of investors’ abnormal reaction on day 0, before or after the CGR’s release. We can then assume that this type of reports do not modify the investors’ decisions. For table IV as we previously pointed out, there are no significant results. We can then conclude and affirm that investors have no interest on CGR’s release for IBEX Small Cap firms. Tables V, VI and VII show the results according to the report’s evolution. Table V shows the results obtained from firms with a negative report’s evolution. Table VI shows the results obtained from firms with a positive report’s evolution and table VII shows the results obtained from firms with a constant report evolution. All three tables present the same structure as table I. [Table V] July 2-3, 2013 Cambridge, UK 18 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 [Table VI] [Table VII] Analysing in the first place table V, we cannot find any significant reaction the day of the event nor in any other day in the window studied. Our expectations have failed since we had assumed that the positive evolution of the CGR would be translated into positive abnormal results. This suggests us that investors do not take into consideration if a firm performs better than the previous year in corporate governance terms. In a second place, we analyse table VI and found abnormal returns significant at 1% in day 0. We wanted to emphasize the fact that the abnormal returns were positive when the evolution of the CGR was negative. The analysis made by sub periods do not coincide with the results just mentioned. The sub period [0, +1] shows poor significant results because the abnormal returns in day 0 are dissolved by the negative returns in day +1. When analysing the traded volumes, we found no evidence of abnormal results when evaluating each day separately. When we studied the results by sub periods we found abnormal returns with significance at 5% for sub periods [-5, -1] and [-5, +5] for both t-statistic and Corrado’s test. The abnormal results are negative in both cases. The first sub period shows us the anticipation of the investors to negative news from CGR and the second sub period shows that there is a global CGR effect in the market. From this confusing situation where we found a positive abnormal returns to a negative evolution of CGRs we can conclude that investors are not taking into consideration the firms’ evolution. What changes investors’ behaviour and therefore the market’s reaction is if this report is presented by an IBEX 35 firm or not. Finally, when we analyse table VII, we found a significant return on day 0. We find abnormal returns with significance at 5% for both t-test and Corrado’s test. Additionally both t-test and Corrado also show abnormal returns for sub period [0, +1] with a July 2-3, 2013 Cambridge, UK 19 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 significance of 5%. We should highlight that when using Corrado’s test, we also found abnormal returns with significance at 5% for day +3. This result pushes sub periods [0, +5] and [-5, +5] show abnormal returns. In theory the first sub period should show a retarded reaction but since we saw a reaction in day 0 we can eliminate this statement and substitute it for a continuous reaction. Results show little coherency when comparing returns with trading volumes. We did not found abnormal trading volumes at day 0 but we did at day -5. The result shows a significance of 1% for t-test parameter and pushes CGR to have a global effect with sub period [-5, +5] showing a 5% significance. When using Corrado’s test, we find similar evidence with sub periods [0, +5] and [-5, +5] showing abnormal tradeding volumes with a 5% significance. CONCLUSIONS This research assesses the informational content of the CGR’s release on the Spanish stock market. We study from 2007 to 2010 using the Event Study Methodology in order to analyse 232 events. Results have been evaluated through analysing the existence of abnormal returns [Brown and Warner (1985)] and volumes [Kim and Verrechia (1991)]. We want to emphasize that our contribution is unique since, as far as we know, no other research has performed the possible effect of the CGR’s release on a specific market. From our results we can conclude that there are abnormal returns but not abnormal volumes on the event day. This means that the CGR has informative content, which is sufficiently effective to affect the market participants. Our results are in line with previous researches that Corporate Governance actions are more informative in Civil Law countries [Black(2001)]. When we evaluate the segmented sample by its size in market capitalization terms, we find that the IBEX 35 firms are highly important to investors. Results show this July 2-3, 2013 Cambridge, UK 20 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 evidence through abnormal returns and volumes on the event day. IBEX Medium Cap firms and IBEX Small Cap firms have a lower impact on the market and therefore low interest. On the other hand when we evaluate the segmented sample through the evolution of the recommendations, we achieve incoherent results. Examples of these results can be seen in tables V, VI and VII where fulfilling more recommendations lead to no abnormal results while achieving worst or equal recommendations as in the past years lead to positive abnormal returns. What we can conclude from these results is that recommendations are not important for investors or at least in general as a whole. We think that some recommendations could have a higher wage on investment decisions and that investors just evaluate certain recommendations but we have not studied this section in depth. We can affirm that investors and analysts follow large and global firms, which are included in the IBEX 35. For this reason we can appreciate how the results of the whole sample are pushed by the IBEX 35 results, which have the greatest impact in the Spanish market. Future investigation trends could study as we pointed above the selection of the most influent recommendations for investors. The results of this hypothetical investigation could even reinforce our current dissertation. July 2-3, 2013 Cambridge, UK 21 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 REFERENCES Abarbanell, J., & Bernard, V. (1992). Test of Analysts’ Overreaction/Underreaction to Earnings Information as an Explanation for Anomalous Stock Price Behavior. Journal of Finance, 47, 1181-1207. Ahern, K.R. (2009). Sample selection and event study estimations. Journal of Empirical Finance, 16, 446-482. Berle, A.A., & Means, G.C. (1932). The Modern Corporation and Private Property, Harcourt Brace & World Inc. Black, B. (2001). The Corporate Governance Behavior and Market Value of Russian Firms. Emerging Markets Review, 89–108. Brown, S.J., & Warner, W.B. (1985). Using daily stock returns: the case of event studies. Journal of Financial Economics, 14(1), 3-31. Cadbury Report. (1992). Report on the Committee on the Financial Aspects of Corporate Governance. London: Gee. 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Journal of Finance, 62, 2017-2046. July 2-3, 2013 Cambridge, UK 22 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 García-Blandón, J., Martínez-Blasco, M., & González Sabaté, L. (2012). Does the Annual General Meeting involve the release of relevant information in non-common law markets? Evidence from Spain. Revista Española de Financiación y Contabilidad, XLI (154), 209-232. Gaver, J., Gaver, K., & Austin, J. (1995). Additional Evidence on Bonus Plans and Income Management. Journal of Accounting and Economics, 19(1), 3-28. Informe Aldama. (2003). Informe de la Comisión Especial para el Fomento de la Transparencia y Seguridad en los Mercados y en las Sociedades Cotizadas. Madrid: CNMV. Informe Olivencia. (1998). Comisión Especial para el estudio de un Código Ético de los Consejeros de Administración de las Sociedades, Madrid: CNMV. Jensen, M.C., & Meckling, W.H. (1976). Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure. 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Penn State Press ed. 2005, 606-07 The German Corporate Governance Code (The Cromme Code), 2002. Government Commision on the German Corporate Governance Report. July 2-3, 2013 Cambridge, UK 24 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 Table I: Daily average abnormal returns and volume for the entire sample. Panel 1 Return Event Day AAR -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 Cumulated from 0 to +1 Cumulated from -5 to +5 0,0018 -0,0023 0,0005 0,0002 -0,0003 0,0063 0,0002 -0,0006 0,0021 -0,0023 0,0009 0,0000 0,0065 0,0064 0,0065 TTest 0,9461 -1,1972 0,2859 0,1180 -0,1356 3,2697 ** 0,0836 -0,3088 1,0897 -1,1843 0,4477 0,0077 1,3871 2,3711 * 1,0296 Panel 2 Volume Corrado 1,5115 -1,292 1,3163 1,0259 -0,3602 2,2609 * 0,2138 -0,2033 1,7729 0,1046 0,9062 0,9846 2,0637 * 1,7499 2,188 * AAR T-Test Corrado -0,0081 -0,1579 -0,1293 -0,1899 -0,1413 0,1484 0,0272 0,0256 -0,0672 -0,0689 0,012 -0,6264 0,0772 0,1756 -0,5492 -0,0452 -0,8859 -0,7253 -1,0652 -0,7926 0,8324 0,1528 0,1436 -0,3769 -0,3864 0,0674 -1,5716 0,1768 0,6967 -0,929 -0,5101 -0,7182 -0,7034 -0,8183 -0,4775 0,2994 -0,019 0,2297 0,0000 -0,2634 0,4086 -1,4434 0,2675 0,1983 -0,7756 **Significant at 1% *Significant at 5% July 2-3, 2013 Cambridge, UK 25 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 Table II: Daily average abnormal return and volume for IBEX 35 firms. Event Day -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 Cumulated from 0 to +1 Cumulated from -5 to +5 AAR 0,003 -0,0039 0,0017 -0,0033 0,0016 0,0064 -0,0002 -0,0019 -0,0015 0,0038 0,0021 -0,0009 0,0088 0,0063 0,0079 Panel 1 Panel 2 Return Volume T-Test 1,4067 -1,8247 0,7911 -1,5304 0,7293 3,0263 -0,0728 -0,8777 -0,6943 1,7773 0,9752 -0,1915 1,6878 2,0885 1,1174 Corrado 1,6607 -0,7819 1,0178 -0,6777 0,0745 ** 1,7749 -0,2681 -0,6975 -0,3277 2,0182 1,3579 0,5784 1,5749 * 1,0655 1,5531 AAR -0,0499 0,017 -0,0016 0,0126 -0,0247 0,266 0,1116 -0,028 -0,0451 0,0358 0,0555 -0,0467 0,3958 0,3776 0,349 T-Test -0,5418 0,1842 -0,0172 0,1362 -0,268 2,8856 ** 1,2111 -0,3041 -0,489 0,3879 0,6017 -0,2266 1,7527 2,8968 ** 1,1417 Corrado -0,6263 -0,0265 0,5034 -0,1665 -0,1533 0,5942 1,09 -0,053 -0,3179 0,3255 0,2574 -0,2099 0,7741 1,1909 0,4302 **Significant at 1% *Significant at 5% Table III: Daily average abnormal return and volume for IBEX Medium Cap firms. Event day -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 Cumulated from 0 to +1 Cumulated from -5 to +5 AAR -0,0033 -0,0047 0,0002 0,0066 -0,0006 0,0054 0,0096 -0,0073 0,0071 -0,0067 -0,0006 -0,0019 0,0075 0,015 0,0056 Panel 1 Panel 2 Return Volume T-Test -0,7344 -1,0397 0,0411 1,4504 -0,1383 1,188 2,1275 -1,615 1,5745 -1,4842 -0,1221 -0,1882 0,6812 2,3444 0,3762 * * Corrado -0,5076 -1,0115 0,807 1,4205 -0,1789 0,2994 1,3949 -0,9823 2,1399 -1,3036 0,6682 0,2368 0,9049 1,1981 0,828 AAR -0,0446 -0,0458 0,1106 -0,1878 -0,1676 -0,1073 -0,0916 -0,0388 -0,0098 -0,0231 0,0311 -0,3352 -0,2395 -0,1989 -0,5747 T-Test -0,3032 -0,311 0,7517 -1,2763 -1,1388 -0,7295 -0,6224 -0,2636 -0,0663 -0,1573 0,2115 -1,0186 -0,6644 -0,9559 0,828 Corrado -0,1813 -0,8708 0,1748 -0,9841 -0,7769 -0,3302 -0,6766 -0,3561 0,7446 0,3205 0,3431 -1,1799 0,0185 -0,7119 -0,7818 **Significant at 1% *Significant at 5% July 2-3, 2013 Cambridge, UK 26 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 Table IV: Daily average abnormal return and volume for IBEX Small Cap firms. Panel 1 Return Event day -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 Cumulated from 0 to +1 Cumulated from -5 to +5 Panel 2 AAR 0,0026 -0,0029 -0,0003 -0,0001 -0,0006 0,0075 -0,0009 -0,0022 0,0051 -0,0044 -0,0028 -0,0013 0,0024 0,0066 0,0011 T-Test 0,6193 -0,6906 -0,0736 -0,0177 -0,1418 1,7978 -0,2171 -0,5184 1,2069 -1,0385 -0,6653 -0,1361 0,2308 1,1177 0,0787 Volume Corrado -0,1447 0,2916 0,3024 0,0086 1,3802 0,419 -0,8013 1,7106 -0,486 -0,2592 0,4082 0,822 0,4047 -0,2703 0,8531 AAR -0,1081 -0,3505 -0,2207 -0,3667 -0,1925 -0,0089 0,0547 0,0852 0,0413 0,0061 -0,0309 -1,2385 0,1475 0,0457 -1,091 T-Test -0,3181 -1,0312 -0,6494 -1,079 -0,5663 -0,0263 0,1609 0,2506 0,1216 0,0181 -0,0909 -1,6297 0,1772 0,0952 -0,9679 Corrado 0,0321 -0,341 -0,4349 -0,8187 -0,3672 0,5834 0,4693 0,77 0,5264 0,025 0,4777 -0,863 1,1642 0,7444 0,278 **Significant at 1% *Significant at 5% Table V: Daily average abnormal return and volume for firms with a positive Corporate Governance Report’s evolution. Panel 1 Return Event Day AAR -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 Cumulated from 0 to +1 Cumulated from -5 to +5 Panel 2 -0,0013 0,0034 -0,005 0,0021 -0,0037 0,0028 0,0001 0,0038 0,0035 -0,0023 0,0001 -0,0045 0,0079 0,0028 0,0034 TTest -0,3742 0,9492 -1,3968 0,5846 -1,0145 0,7765 0,0145 1,0486 0,983 -0,6435 0,0181 -0,5597 0,897 0,5593 0,2851 Volume Corrado AAR -0,0489 0,4452 -1,4148 0,5897 -1,3705 0,8974 -0,6433 1,247 0,4079 0,5547 0,1841 -0,8047 1,081 0,1796 0,2558 -0,2062 -0,0883 -0,1855 -0,2011 -0,0881 0,0955 0,0192 0,1727 0,1137 0,0083 -0,1489 -0,7692 0,2606 0,1147 -0,5086 TTest -1,1141 -0,4771 -1,0027 -1,0866 -0,4761 0,5159 0,1037 0,9334 0,6146 0,0451 -0,8046 -1,8589 0,5748 0,4382 -0,8287 Corrado -1,5174 -0,2256 -0,5719 -1,0321 -0,2461 0,9 0,8043 1,3488 0,7314 0,2164 0,0592 -1,6069 1,6575 1,2051 0,1408 **Significant at 1% *Significant at 5% July 2-3, 2013 Cambridge, UK 27 2013 Cambridge Business & Economics Conference ISBN : 9780974211428 Table VI: Daily average abnormal return and volume for firms with a negative Corporate Governance Report’s evolution. Panel 1 Panel 2 Return Event Day Volume Cumulated from 0 to +1 AAR 0,0044 -0,004 0,0041 0,0018 0,0011 0,0122 -0,0062 -0,0001 0,0029 -0,0049 -0,0023 0,0065 0,0009 0,0058 T-Test 1,1336 -1,0234 1,0533 0,4528 0,2873 3,1176 -1,5732 -0,0211 0,7432 -1,2406 -0,5965 0,755 0,0937 1,0641 Corrado 1,5909 -1,7724 1,3667 0,5792 0,048 ** 1,6603 -0,993 0,5606 0,2349 -0,315 0,0614 0,8106 0,4937 0,4719 AAR -0,2134 -0,308 -0,2905 -0,2908 -0,1706 0,1506 -0,0806 -0,2856 -0,1584 -0,1306 -0,2448 -1,2733 -0,7494 0,07 T-Test -0,8831 -1,2745 -1,202 -1,2033 -0,7061 0,623 -0,3333 -1,1816 -0,6556 -0,5405 -1,0131 -2,3564 -1,2661 0,2048 Corrado -0,3335 -1,0918 -1,4097 -1,2747 -1,016 0,9602 -0,445 -1,1052 -0,2019 -0,3491 -1,19 * -2,2923 * -0,9516 0,3643 Cumulated from -5 to +5 0,0074 0,5782 0,9111 -2,0228 -2,5237 * -2,2483 -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 * **Significant at 1% *Significant at 5% Table VII: Daily average abnormal return and volume for firms maintaining Corporate Governance Report’s evolution. Event day -5 -4 -3 -2 -1 0 1 2 3 4 5 Cumulated from -5 to -1 Cumulated from 0 to +5 Cumulated from 0 to +1 Cumulated from -5 to +5 AAR 0,003 -0,0028 -0,0013 -0,0045 0,0006 0,0112 0,0041 -0,0065 0,0041 0,0022 -0,0015 -0,005 0,0136 0,0153 0,0086 Panel 1 Panel 2 Return Volume T-Test 0,6465 -0,6068 -0,2917 -0,9761 0,1307 2,4545 0,8984 -1,4244 0,89 0,4886 -0,3325 -0,4908 1,2144 2,3709 0,566 * * Corrado 0,6912 -0,4663 0,7408 0,7243 -0,3671 2,0373 0,9624 -1,0385 2,4011 1,2005 0,2249 0,5916 2,3628 2,1211 2,1439 * * * * * AAR 0,7429 0,1053 0,0692 -0,072 -0,0772 0,2581 0,1925 0,2441 0,0434 -0,0591 0,1787 0,7683 0,8577 0,4506 1,626 T-Test 3,3535 0,4755 0,3125 -0,325 -0,3484 1,1651 0,8689 1,102 0,1961 -0,2669 0,8067 1,551 1,5807 1,4383 2,2131 ** * Corrado 1,3499 0,1904 0,983 -0,0308 0,5069 1,2771 1,1735 0,983 0,3753 0,4719 0,9186 1,3414 2,1227 1,7328 2,4721 **Significant at 1% *Significant at 5% July 2-3, 2013 Cambridge, UK 28 * *