CORPORATE GOVERNANCE AND EARNINGS MANAGEMENT. FIRST DRAFT, MARCH 2000 Thomas Jeanjean CEREG, University of Paris-Dauphine, France. Key words: corporate governance, earnings management, independent directors. Abstract: This article investigates the role of independent directors to monitor earnings management. Using a latent variable approach to assess earnings management, this article shows that external monitoring of the CEO (big six or five auditor, significant stockholder, percentage of independent board members) constraint the manager to engage in opportunistic income increasing decisions. 1 Introduction Recent announcements (Chairman Lewitt of the SEC in 1998, the 1999 blue book of the CNCC - the professional association of auditors in France), echoed by the financial press, cast a doubt on the reliability of financial statements. Corporate governance structures are frequently seen as a major device to guarantee the quality of financial statements. Those structures include auditor quality, ownership structure, capital structure, and board of director (size, existence of independent director(s), existence of specialized committees). Previous studies show the influence of a high quality audit on earnings management (Becker et al., 1998; Francis, Maydew and Sparks, 1999): a quality auditor (i.e.: a big auditor, DeAngelo, 1981) tends to reduce discretionary accruals. The impact of ownership structure on earnings management is also well documented (Smith, 1976; Niehaus, 1993, Warfield, Wild and Wild, 1995): the presence of a major stockholder is associated with less income increasing accounting choices because the manager of a controlled business is more monitored than the CEO of a managerial firm. Surprisingly, there are very few articles of the impact of board of directors on earnings management (henceforth, EM). Beasley (1996) and Dechow et al. (1996) compare the percentage of independent directors between firms that do violate GAAP to overstate their earnings and matched businesses that do not. They find that violation of GAAP is associated with a lower presence of independent board members. Both studies treat extreme cases (violation of GAAP). Peasnell, Pope and Young (1999, henceforth PPY) concentrate on a more subtle form of earnings management. After partitioning their sample of UK firms according to their unmanaged earnings (above or below zero), they find that the more independent directors, the less likely positive discretionary accruals. 2 This papers differs from PPY in three ways. First, hypothesis are validated on a sample of French listed firms instead of UK businesses. UK and French contexts are different in terms of corporate governance. French firms adopted later internationally recognized governance practices (audit committee, independent board members,…), this can generate different empirical results. Second, more incentives to manage earnings are taking into account. In particular, stimuli related to financing decisions (such as issuing debt or equity) are controlled. Finally, I try to address earning management measurement problems using a latent variable approach. Various algorithms are proposed by the literature to extract the discretionary component of accruals (e.g.: Healy, 1985; DeAngelo, 1986; Jones, 1991; Jones modified by Dechow, 1995,...). All of those models seem to have a rather low power and a great measurement error. PPY try to mitigate this problem by testing hypothesis with two different measures of discretionary accruals. In this paper, EM is considered as a latent variable, i.e.: a synthetic measure of accruals activity is computed.. Conclusions are slightly different from PPY article. The presence of one independent director tends to lessen discretionary accruals, but the relation is non linear. This result suggest that an optimal board composition exists to constrain earnings management: to minimize abnormal accruals, a percentage of 30 to 40% of independent board members seems optimal. As in PPY study, the presence of an audit committee do not influence earnings management. The remainder of this paper is organized as follows. Section 1 presents hypotheses development. Section 2 reports sampling criteria and proxy issues. Section 3 concentrates on earnings management measurement problems. Empirical results are reported in section 4, concluding remarks and avenues for future research are presented in section 5. 3 Section 1: hypotheses development. Corporate governance mechanisms help to control agency costs either by improving the alignment of manager's interests with those of outside shareholders or by monitoring the manager to deter him from engaging in opportunistic actions (Charreaux, 1997). The role of external and internal monitoring is all the more important that interests-alignment is low because high alignment should create a powerful enough incentive for the manager to maximize the value of the firm. Financial reporting in general and earnings management in particular is a major stake for corporate governance because it conveys information about firm value and thus the quality of the management. Moreover, compensation contracts usually heavily rely on accounting numbers (see: Watts and Zimmerman, 1986). However, the way corporate governance mechanisms relate to earnings management is not clear. Holthausen (1990), Aria, Sunder and Glover (1998) remark that earnings management is not necessarily opportunistic. Signaling long term value of the firm or efficient contracting motives can as well explain reported earnings manipulation (within the generally accepted accounting principles). They do not have reasons to oppose to signaling or efficient contracting earnings management. The difficulty is that monitors can not unambiguously determine the actual motive for earnings management. Prior research associate aggressive income-recognition with opportunistic behavior (e.g.: Holthausen, 1990; Watts and Zimmerman, 1986; Christie and Zimmerman, 1994: Peasnell, Pope and Young, 1998). The reason is that if earnings management for opportunistic reasons do not take place, discretionary accruals (whatever the way they are computed) should be less important. We can state the following prediction: 4 H1: All other things being equal, the extent of income increasing earnings management is negatively related to external and internal monitoring. Because, this monitoring is important when interests divergence between managers and outside stockholder is important, we can test: H2: All other things being equal, the impact of external and internal monitoring is more pronounced when interest alignment is low. To empirically test H1 and H2 predictions, we need to determine in what consist in monitoring devices and how to measure interests alignment. External monitoring devices are: the nature of the auditor, the existence of a major stockholder and the board of directors (Maati, 1999) Following, Hirst (1994) and Phillips (1994), we can suppose that big6 auditors are more conservative than non b6 auditors. (H1.1) If the auditor is big five (or six), positive discretionary accruals are less likely. If a significant Stockholder exists, he will engage in a close monitoring of CEO’s actions. At the opposite, a small shareholder do not have an economic incentive to do so. Call V: the agency costs generated by an absence of monitoring, F: the (supposedly) fixed cost of monitoring, : the percentage of equity controlled by a stockholder. On a strict economic point of view, monitoring will take place if: * V>F that is equivalent to: 5 >F/V That is only significant stockholders engage in close monitoring. This control constraints CEO opportunism and, in turn, the level of discretionary accruals. (H1.2) The extent of income increasing earnings management is negatively related to the existence of a major stockholder. According to the standard agency theory, the primary mission of the board of directors is to monitor the managers, i.e.: to minimize the agency costs. Fama (1980) presents a model in which the monitoring architecture of the firms is structured along three major devices: the capital and job markets (an inefficient CEO is sanctioned by a share price fall and a reduction of his or her job opportunities), the other managers inside the firm (if they work in a poor perspective firm, their job opportunities lessen) and the board of directors. The efficiency of the board depends on three characteristics (John and Senbet, 1998): (1) the size of the board: adding an extra director has two opposite effects. On the one hand, the monitoring ability of board is increased, on the other hand, decision process and communication procedures are longer (Jensen, 1983). This marginal cost increases with board size, as a consequence, an optimal board size should exist. The problem is that the optimal size varies according the authors from 4 (Yermack, 1986) to 9 (Lipton and Lorsch, 1992). (2) The nature of board members. Baysinger and Butler (1985) distinguish three categories of board members: insiders (salaried of the firm), independent board members (outsiders: they are not paid by the firm and have no authority relations with the CEO) and gray members (directors that do not match with previous definitions). All those three categories participate to board efficiency: insiders bring their knowledge of the business (but their 6 ability to critique the CEO is probably low), outsiders their independence (but they suffer from information asymmetry). Because, all categories are necessary, the relation between the proportion of independent board members and board efficiency is probably non linear. (3) The structure of the board, that is the existence of specialized committees such as an audit committee. Its presence is supposed to increase board attention to financial reporting issues. An efficient board can monitor more accurately the manager and thus limiting the extent of the income increasing accruals decisions: (H1.3) Ceteris paribus, if the board is small or large, the income increasing accrual decisions tend to be more frequent. (H1.4) Ceteris paribus, the proportion of independent board members influences accrual decisions. (H1.5) The extent of income increasing accrual decisions is negatively related to the existence of an audit committee. One empirical problem to test hypotheses H1.1 through H1.5 is to know whether or not, the different external monitoring devices are alternative or complementary. If the are alternative forms of control, than all five hypotheses can be treated in a single regression. If they are complimentary, it is not possible to do so because of collinearity. Following, Warfield, Wild and Wild (1995) we will use CEO ownership as a proxy of interests alignment. Those authors remark that if a director is major stockholder than his 7 utility is aligned on other shareholders interests. Thus earnings management, for opportunistic reasons at least, will not take place. (H2.1) All other things being equal, the impact of external and internal monitoring is more pronounced when CEO ownership is low. Two incentives to manage earnings are included in the model: hypotheses Ha and Hb are connected to financing decisions, Hc and Hd to the desire to meet targets. (Ha) Firms with high increase in leverage will choose the accounting procedures that shift reported earnings from the future periods to the present period. This hypothesis looks similar to the debt hypothesis of Watts and Zimmerman (1986, p. 216). But it defers: (1) from its specification: only firms with high increase in leverage are supposed to manage their reported earnings, (2) from its conceptual basis. Debt covenants are unusual in France. A connection can be established between debt ratio and reported earnings on a signaling basis. By increasing income, managers signal and justify the relevance of their financial policy. Hypothesis Hc relies on the same basis, a conservative accounting policy during the equity offering period allows the managers to present income increasing forecasts and makes it easy to place the equity. (Hb) Firms will choose the accounting procedures that shift reported earnings from the future periods to the present period before an equity offering. 8 Burgstahler and Dichev (1997) showed that CEO manage earnings in order to avoid earnings decreases or losses. (Hc) When unmanaged earnings are below the target: null results, CEO engages in income increasing decisions. (Hd) When unmanaged earnings do not meet last year reported earnings, CEO engages in increasing decisions. Degeorge, Patel and Zeckhauser (1999) show the existence of a hierarchy between the null result and last year reported earnings: managers are all the more motivated to meet last year reported earnings that the null result has been met. To allow the incentive to vary across the situations, the four possible cases are empirically distinguished, by partitioning the sample according unmanaged Earnings (< or > to zero) Section 2: Sampling and research design. Hypotheses are tested over a sample of 289 firm-years. The selection procedure was the following: (1) random selection of 150 firms on DAFSA files. (2) Dafsa des groupes is used to gather data on board composition, ownership data and auditor name in 1998 and 1999. (3) Annual reports (available on the COFISEM-COFIPRO database) were gathered. The final sample size is 280 firm-years because of missing data. 9 In '000 French francs. total revenue sales growth property, plant and equipment Minimum -77,83% 280% Std. Deviation 40.866.040 15,89% 33,88% 10.000 564.923.287 14.700.249 48.657.702 464 168.072.582 6.663.827 17.536.901 56.192 531.207.098 29.218.739 69.694.548 property, plant and equipment scaled NS 371% 56,59% 39,08% 2,95% 428% 123% 71,68% NS 172% 25,92% 19,63% by lagged assets total revenue scaled by lag assets Mean 8.793 276.669.543 21.705.281 Financial liabilities Total assets Maximum Financial liabilities scaled by lagged assets Minimum Maximum Mean Std. Deviation 26 14 86 9,92 1,66 17,86 19% 72% 40% 4,20 2,49 25,29 board size 3 number of independent board members 0 % of equity hold by managers 0 Distinction between CEO and president functions Big six auditor Audit committee Research design To test hypotheses H1 and H2 (and their potentially various specifications as explained in section 1), we regress our measure of earnings management (EM) on various proxies that represent incentives or constraints to earnings management. To take into account a hierarchy between the thresholds of earnings, the sample is partitioned according to the sign of unmanaged earnings. Subscript i refers to firm-years: 10 EM i 1 * aud _ b6i * block i * small _ board i * l arg e _ board i * ibmi * ibmi * ACi 2 * monitoring i ,t _ CEOownershipi 2 a * Hi _ increase _ levi b * equity _ offeringi c *UME _ inf LYRE i 1 * past _ disc _ accrualsi 2 * sizei 1998,1999 * YEAR1998,1999 3 * CFOi i Variable Construct Explained variable EM Measure of earnings management (section 3) Monitoring and interest alignment variables Aud_b6 Dummy variable coded 1 if the auditor is a big, 0 otherwise. block Dummy variable coded 1 if a single shareholder owns more than 10% of the equity. Small_board Dummy variable coded 1 if board size is less than 5. Large_board Dummy variable coded 1 if board size is larger than 15 % ibm Percentage of independent board members AC Dummy variable, coded 1 if an audit committee exists. CEO_ownership Percentage of the stock belonging to the CEO Monitoring_CEO Interaction term between monitoring devices and CEO ownership Incentives to earnings management UME Unmanaged earnings (for measurement issues, see table A) Equity_offering Dummy variable coded 1 if the number of share increases more than 10%. Hi_increase_lev Dummy variable coded 1 if the leverage ratio increases significantly (more than 20%) UNE_inf_LYRE Dummy variable coded 1 if unmanaged earnings are less than last year 11 reported earnings. Control variables Pda Past discretionary accruals: dummy variable coded 1 if last year discretionary accruals are significantly positive, i.e.: belong to the 4th quartile of the sample. Size Log(Market value of equity) YEAR1998 Dummy variables coded 1 if the data is from year k (for YEARk), 0 otherwise. YEAR 1999 CFO Cash flow from operations Control variables The self reversing property of accounting accruals is such that income-increasing (decreasing) choices made in one period will inevitably lead to understated (overstated) income in some future period(s). The empirical problem is to set the horizon of the accrual reversal. In this paper we concentrate on short term accruals (working capital accruals) that is the reason why we set the horizon (h) to one year. Variable PDA controls for this prior activity. Size , CFO (Cash Flow from Operations) and YEAR are control variables usually included in regressions. Section 3: Earnings management measurement. Earnings management has been measured by discretionary accruals since Healy seminal article in 1985. Accruals are adjustments to the cash flows to generate net earnings, thus: Earningst cash flowt accrualst The problem is to identify the (unobservable) discretionary component of accruals. 12 accrualst discretion ary accrualst normal accrualst According to Healy (1985, p. 89), non discretionary accruals are "the adjustments to the cash flows mandated to by the accounting standard-setting bodies", where as discretionary accruals are "adjustments to cash flows selected by the manager". Many authors proposed models of “normal” (or non discretionary) accruals (e.g.: Healy, 1985; DeAngelo, 1986, Jones, 1991; Dechow et al., 1995; Peasnell, Pope and Young, 1998). Discretionary accruals can thus be computed as: Discretionary accruals = total accruals – normal accruals The main concern about discretionary accruals models is about their ability to detect earnings management. Dechow (1995) and Young (1999) address this issue. Their conclusions are relatively similar: models capture earnings management but with a great measurement error. For empirical research, those results have two important consequences. First, if the measurement error is correlated with the variable used to partition the sample, than spurious correlation can appear and blur the conclusions. Even if there is no significant correlation between the partitioning variable and the omitted variables, non significant results can be due to measurement error. In order to address this issue, we propose to consider earnings management as a latent variable. A latent variable is "not observable but can be deducted from observable variables called indicators" (P. Valette-Florence, 1988). This basic idea is to consider EM as a latent variable whose indicators are the different measures of discretionary accruals. In more simple terms, we have: 13 discretion ary accruals1 1 * Earnings mangement t ... discretion ary accruals k k * Earnings mangement k discretion ary accruals n n * Earnings mangement n where "discretionary accrualsi" refers to the result of a particular procedure to compute discretionary accruals, i is the measurement error of this particular method. Because Earnings management is a latent variable, an indicator such that i = 0 and i =1 does not exist. How can we be confident that various estimations of discretionary accruals correctly measure the same underlying construct? According to Carmines & Zeller (1979) a measure can be seen as the sum of three components: M measure V true score S systematic error alea alea If the systematic (that is, the error that comes from the instrument used to measure the latent variable) error is low, than the measure is valid. If the alea (random error) is low, the measure is reliable. In other words, validity refers to the "degree to which instruments truly measure the construct which they are intended to measure", and reliability "to the degree to which measures are free from error" (Peters, 1979, p. 10) Convergent validity (to what extent do all indicators measure the same underlying construct) helps us to evaluate, in this case, to the validity of a measure. T tests of the regression weights between the indicators and the latent variable allow to check convergent validity. Reliability is measured by Cronbach's alpha or Joreskog's rho. The later is preferable because it does not rely on sample size (P. Valette – Florence, 1998). Both measures range from 0 (no reliability) to 1 (perfect reliability). 14 In this study, discretionary accruals are calculated according three popular algorithms (Healy, Modified Jones, Margin Model). Those algorithm are chosen because each of them has the ability to capture a specific form of earnings manipulation. Healy algorithm capture for sure earnings management but with a great measurement error. The strength of the modified Jones Model is to capture sales based manipulations, where as the margin model is able to capture bad debt manipulation. We concentrate on short term accruals because they are the most likely to be manipulated to manage reported earnings (Defond and Jiambalvo, 1994; Peasnell, Pope and Young, 1998) Healy (1985) estimated normal accruals as: Normal accruals t 1 t h * total accruals k h k t 1 DeAngelo (1986) model is based on an accruals random walk hypothesis. It is a particular case of Healy model (h=1): Normal accrualst accrualst 1 This specification is used to compute short term discretionary accruals: Normal accruals t WC t 1 Where, WC refers to the change of working capital net of short term depreciation. As Kaplan (1985) suggested Healy model is probably not relevant because it fails to control the economic drivers of total accruals. Jones (1991) addresses this issue by specifying factors of normal accruals. Depreciation and change in working capital are the main constituents of total accruals. Gross Property, plant and equipment (henceforth, PPE) is supposed to explain the level of amortization. Change in turnover explains change in working capital net of short term depreciation. 15 Jones (1991) uses a longitudinal approach which has the major drawback of requiring a quite long historical data. To overcome this shortcoming, some authors (e.g.: DeFond and Subramanyam, 1998; Becker at al. 1997) use a cross sectional approach (firm – years are pooled by industry). More over, some authors recommend to control for sales manipulation by subtracting to change in revenue, the change in creditors (Dechow et al., 1995). We concentrate on short term accruals, thus normal accruals are defined by (scaling by lag assets to mitigate heteroscedasticity problems): REVt creditors short accruals 1 *( ) 1 * t total assetst 1 total assetst 1 total assetst 1 Finally, we use the margin model developed by Peasnell, Pope and Young (2000). Using a cross sectional approach, we estimate 0,1,2: REVt cash received t short accruals 1 *( ) 1 * 2 * total assetst 1 total assetst 1 total assetst 1 total assetst 1 Discretionary accruals are computed according to: discretion ary accruals i ,t WC i ,t Healy WC i ,t 1 ^ ^ (rev i ,t creditors i ,t ) normal accruals Modifed Jones : 1* assets i ,t assets i ,t ^ ^ ^ rev i ,t cash received i ,t 0 m arg in : assets 1 * assets 2 * assets i ,t i ,t i ,t Where, coefficients with a ^ are the estimation of the coefficient from the coefficient fitting stage. 16 Fitting parameter stage. A sample of French listed firms was designed on DIANE data base according to the following procedure: (1) firms must be listed on the first or second market. (2) consolidated accounts must be published. (3) Availability of the necessary data to compute accruals (and discretionary accruals) during at least two consecutive years on the 1995-1999 period (DIANE database). This procedure generated a sample of 504 firms (1484 firm-years). Level 6 industrial codes were retrieved from DATASTREAM1. Industries with less than 7 firm years, or related to insurance, banks, investments funds and financial activities (because their accrual process is particular) were deleted. Firm-years with extreme total accruals (1% highest and lowest) were also deleted. The final sample is of 1383 firm-years. This sample was used to fit the parameters necessary to compute discretionary accruals (m-j model and margin model). Discretionary accruals estimation Here are the descriptive statistics on discretionary accruals according those three models: 1 NAF codes (French equivalent of SIC codes) indicated by DIANE database are not reliable (NAF are attributed according to the activity of the holding, i.e.: portfolio management activity). 17 Short discretionary accruals Minimum Maximum Margin model -27,77% 23,40% Healy model -37% 81% Modified Jones model -20,58% 24,33 T test were conducted. Mean value are not significantly different Mean Std. Deviation 0,06% 6,295135E-02 0,085% ,1060 0,074% 6,367902E-02 from zero for the margin model and Healy model. Modified Jones model produces significantly slightly positive mean discretionary accruals. A graphical translation of the set of equation presented earlier is: 1 1 Healy Short Disc. Accruals Earnings management 1 M- Jones Short Disc. Accruals Margin Short Disc. Accruals 1 2 1 3 In order to get the model determinable, we have to set arbitrarily a regression weight to 1. Here are the results retrieved from AMOS 4.02: Regression weight Ad_Short mJ Earnings management Ad_Short Healy Earnings management Ad_Short Margin Earnings management Estimate 1 1.182 1.029 Standard error Critical ratio p 0.099 0.059 11.892 17.324 <0.000 <0.000 Critical ratios are all superior to two and are highly significant: all indicators measure the same underlying construct: the criterion of convergent validity, in this case a measure of validity, is met. Commonalties between the indicators and the latent variable are indicated table A: 2 To mitigate problems raised by non normality, bootstrapping technique is used to evaluate regression weights. 18 Table A Margin model Discretionary accruals Accruals Healy Short discretionary accruals (mj model) Commonalties ,856 ,631 ,840 Similar to previous studies, we find that discretionary accruals extracted by Healy model are the less connected to earnings management, indicating a great measurement error. Joreskog’s rho formula is: p ( yi ) 2 * var( ) i 1 p p i 1 i 1 ( yi ) 2 * var( ) var( yi ) Where yi is the communality factor of the ith indicator, var() is the variance of the latent variable, var(yi), the variance of the error term (i.e.: 1-yi2). Since, var()=0.867, rho value is 0.81. According to Valette-Florence (1998), in marketing studies, a rho superior to 0.7 indicates a good reliability. Thus, using those three models of short term discretionary accruals seems to be valid and reliable. Unmanaged earnings (UME) and the extent to which UME falls below or above last year reported earnings (LYRE) are calculated along the same procedure in order to mitigate measurement error due to discretionary accruals models. Table A reports T-tests and Joreskog's rho calculus for both constructs. Reliability and validity seem fairly good. 19 Section 4: empirical results. To test empirical predictions, total sample is partitioned according to the sign of unmanaged earnings. Table B reports descriptive statistics for explanatory variables, no significant differences appear along the partitioning variable except for the following control variables: CFO (cash flow from operations), high increase in leverage ratio, market value. As would be expected, firms with unmanaged earnings below zero are more likely to lack last year earnings target. Table C presents correlation between monitoring devices. It shows that the percentage of independent board members are positively related to a large board size and to the nature of the firm. Controlled firms have smaller boards with less independent board members. A principal component analysis failed to extract significant commons factors suggesting a non regularity of the joint use of monitoring devices. However, the significant correlation (even if low: less than 0.5) may create collineariy problems during regression analyses. To mitigate this problem, we decided to eliminate from the regression the board size variables (to waive the variables that exhibit the most important correlations). Table D presents the regression results. A level of significance of 10% is used due to the small sample size. Our results show that the various forms of monitoring have different ability to limit earnings management. The impact of board monitoring on earnings management is significant but non linear. It is non conditional to the performance of the firm. 20 The presence of an audit committee do not constraint significantly earnings management. This result is consistent with prior studies (see Peasnell, Pope and Young, 1998; ThieryDubuisson, 2000). Big six auditors constraint earnings management when firm performance is correct (UME above 0 or last year reported income). Surprisingly, ownership structure seems relevant to explain earnings management activity, but the sign of the coefficient is not expected. Same tests were conducted when the sample is partitioned according to the sign of the difference between last year reported earnings and unmanaged earnings. Results (not tabulated) are similar. Test of hypothesis H2 Results reported Table E fail to confirm hypotheses H2 of a monitoring ability of independent board members different according to CEO ownership. The fact that independent board members are more likely in managerial firms (firms without significant block holder, either the manager or an outside shareholder) can explain this result. Additional tests. Additional tests were conducted to control for model specification errors. Following tests were conducted: (1) the variable "significant block holder" was recoded to take into account the nature of the block holder (CEO, institutional or other shareholder): results were non significant. (2) Interaction terms between the stimulus and the monitoring device were included to control for a specific ability (or willingness) of a monitoring mechanism to constraint a particular 21 incentive. Results were generally non significant non significant. However, big six auditors seem to be able to limit EM during an increase in leverage or an equity offer (significance test respectively 19.6% and 15,3%). Tests on a larger sample should allow to check this point. (3) Tests were also conducted using m-j and margin model to compute UME and as a measure of earnings management. Results are qualitatively similar. Section 5: concluding remarks. Like previous research, this study confirm that board independence is important in constraining manager discretion in earnings management, at least as far as GAAP are not violated. This is the only lever of control able to limit earnings management when performance is low (falls below zero or last year reported earnings). However this result is conditional to the proportion of independent board members: to minimize earnings management, a proportion of 30-40% (according to the sample data) seems optimal. This suggests that adding an independent board members tend to increase board size: adjustment and communication costs overbalance increased monitoring ability in terms of board efficiency. However, methodological issues can blur the interpretation of the results. Two levels of problems should be distinguished. The first relates to measurement issues. Earnings management evaluation has already been evoked. Qualifying a director of independent raises the same problem (how can we be confident in our classification?). Criteria applied to identify independent directors are (1) the director is not a significant owner of the firm equity, (2) the director is not salaried or a former 22 manager of the firm. Those data were collected on databases (Dasfa, Cofisem and Who's Who). However, characteristics that attenuate the director's independence (such as friendship with the manager, belonging to the same club,…) can not be identified. Along the same argument, the criteria to determine significant ownership, managerial firm,… are, if not arbitrary, largely conventional. The second issue relates to stimuli to earnings management. If opportunistic relevant incentives to manage earnings are omitted, than situations in which the monitoring role of independent board members is important are waived from the analysis. Thus, we loose an opportunity to study the relation between board independence and earnings management. The problem is all the more important, that one the incentive studied here (the desire to meet targets) is not strictly speaking opportunistic: Myers and Skinner (1999) show that a pattern of increasing result is associated with abnormal market returns. This policy is in shareholders best interests. The conclusions of this paper should be further investigated by increasing sample size and refining indicators to define independent directors, a "block" of ownership,…. 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(2) Three indicators of UME (ume1, ume2, ume3) are computed: one for each of the discretionary accruals model (Healy, m- Jones, Margin models). (3) Ume1, ume2, ume3 are the indicators of a latent variable "unmanaged earnings" (1) The difference between last year reported earnings and UME is defined as (last year reported earnings minus UME). (2) Three indicators of diff_UME_LYREi (i=1, 2, 3) are computed using ume1, ume2, ume3 as measures of UME. (3) diff_UME_LYREi (i= 1, 2, 3) are three indicators of the latent variable "difference between last year reported earning and UME" 28 Latent variable Convergent validity Indicators Ume1 Ume2 Ume3 diff_UME_ Difference between last LYRE1 year reported diff_UME_ earnings and LYRE2 unmanaged diff_UME_ earnings. LYRE3 Unmanaged earnings estimate Standard error Critical ratio Reliability commonaliti es 1 0.935 0.964 NS 0.051 0.026 NS 18.414 36.693 0.923 0.758 0.914 1 NS NS 0.883 0.810 0.072 11.261 0.596 1.023 0.049 20.776 0.876 Joreskog's rho 0.89 0.83 All critical ratios are greater then 2, they are highly significant. Rhos are greater than 0.7. Indicators seems both reliable and valid measure of the underlying factors. 29 Table B: explanatory variable partitioned according to UME. Tests of equality of the means. Small board (<5) Large board (>13) Managerial firm Significant blockholder Audit committee Ceo significant stockholder % ibm % ibm² Auditor b6 (0/1) Significant equity issuing high increase in debt ratio High pda UME< LYRE (0/1) CFO (market value) Equal variances assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed assumed not assumed t df ,248 ,249 ,764 ,772 ,764 ,785 -,365 -,366 ,106 ,106 ,000 ,000 -,688 -,684 -,641 -,631 ,190 ,190 1,256 1,300 2,654 2,701 -,180 -,179 10,650 10,782 -10,272 -9,692 -2,438 -2,461 278 260,470 278 266,103 278 275,351 278 259,989 278 256,764 278 256,325 278 249,950 278 240,495 278 254,828 278 277,494 278 270,450 278 253,807 278 266,959 278 192,063 278 264,776 30 Sig. (2Mean Difference tailed) ,804 1,042E-02 ,803 1,042E-02 ,446 3,542E-02 ,441 3,542E-02 ,445 2,083E-02 ,433 2,083E-02 ,716 -1,8750E-02 ,715 -1,8750E-02 ,915 6,250E-03 ,915 6,250E-03 1,000 ,0000 1,000 ,0000 ,492 -1,2118E-02 ,495 -1,2118E-02 ,522 -4,5854E-03 ,528 -4,5854E-03 ,849 1,042E-02 ,850 1,042E-02 ,210 4,167E-02 ,195 4,167E-02 ,008 ,1500 ,007 ,1500 ,858 -8,3333E-03 ,858 -8,3333E-03 ,000 ,5438 ,000 ,5438 ,000 -,1102 ,000 -,1102 ,015 -,8174 ,014 -,8174 Std. Error Difference 4,196E-02 4,178E-02 4,637E-02 4,585E-02 2,726E-02 2,653E-02 5,143E-02 5,123E-02 5,878E-02 5,876E-02 5,937E-02 5,938E-02 1,760E-02 1,772E-02 7,151E-03 7,262E-03 5,475E-02 5,484E-02 3,318E-02 3,206E-02 5,652E-02 5,554E-02 4,641E-02 4,654E-02 5,106E-02 5,043E-02 1,073E-02 1,137E-02 ,3353 ,3322 Table C: correlation between monitoring devices small large ceo Block audit B6 board board stockholde %ibm holder committee auditor (<5) (>13) r small board (<5) 1,000 large board (>13) -,188(**) 1,000 Block holder ,126(*) -,246(**) 1,000 audit committee ,111 ,021 -,122(*) 1,000 (**) (**) CEO stockholder ,029 -,190 ,213 -,081 1,000 % ibm -,303(**) ,413(**) -,240(**) -,041 -,172(**) 1,000 , (**) (*) (*) (**) (**) B6 auditor -,179 ,130 -,128 ,037 -,210 ,226 1,000 ** Correlation is significant at the 0.01 level (2-tailed). * Correlation is significant at the 0.05 level (2-tailed). Table D: regression results (hypotheses H1.x) UME>0 Predicte d sign beta T sig -1,926 ,057 beta Ume<0 T Sig ,068 ,946 (Constant) ? significant blockholder audit committee %ibm %ibm² auditor b6 (0/1) significant equity issuing high increase in debt ratio UME< LYRE (0/1) High pda CFO scaled by lagged assets Log(market value) YEAR1998 YEAR1999 ? + + - ,145 -,020 -,382 ,560 -,157 -,316 ,233 ,489 -,163 1,830 -,273 -1,715 2,486 -2,050 -4,008 2,910 6,554 -2,215 ,070 ,785 ,089 ,014 ,043 ,000 ,004 ,000 ,029 ,029 ,013 -,309 ,321 -,043 ,095 ,087 ,289 -,095 ,429 ,207 -1,635 1,729 -,653 1,474 1,281 4,368 -1,506 ,668 ,836 ,100 ,086 ,515 ,143 ,202 ,000 ,134 - -,224 -2,597 ,011 -,456 -6,490 ,000 ? ? ? ,097 ,332 ,382 ,260 ,412 ,348 ,108 ,000 ,001 1,502 -,002 ,006 ,135 ,999 ,995 F R2 adjusted 1,132 ,824 ,943 7.321 0.00 40.8% 31 9.531 0.00 41.1% Table 2: test of hypothesis 2 UME>0 Predict ed sign beta beta T (Constant) ? -1,988 significant block holder audit committee %ibm %ibm² auditor b6 (0/1) significant equity issuing high increase in debt ratio UME< LYRE (0/1) High pda CFO scaled by lagged assets Log(market value) YEAR1998 YEAR1999 Ibm_lowCEO Ibm2_lowCEO ? - ,160 1,901 -,013 -,177 -,233 -,732 ,355 1,042 -,160 -2,077 -,320 -4,025 F R2 adjusted + ,239 2,953 UME<0 T sig sig ,049 ,087 ,931 ,060 ,027 ,860 ,014 ,466 -,238 ,300 ,230 ,040 -,042 ,000 ,095 ,383 ,215 -,757 ,659 -,637 1,455 ,702 ,830 ,450 ,511 ,525 ,148 ,086 1,245 ,215 ,004 + - ,488 6,484 -,166 -2,237 ,000 ,288 4,301 ,027 -,096 -1,515 ,000 ,132 - -,196 -2,052 ,043 -,456 -6,413 ,000 ? ? ? ? ,099 ,337 ,383 -,205 ,266 ,255 ,101 ,408 ,003 ,349 ,007 ,531 -,088 ,433 ,112 ,183 ,991 ,977 ,788 ,760 1,146 ,831 ,941 -,628 ,788 6.311 0.00 40.1% 32 1,339 ,011 ,029 -,270 ,307 8.159 0.00 40.3%