ISM UNIVERSITY OF MANAGEMENT AND ECONOMICS MASTER OF SCIENCE IN FINANCIAL ECONOMICS PROGRAMME Skirmantė Dapkutė MASTER'S THESIS THE EFFECT OF SARBANES - OXLEY ACTS LISTING REQUIREMENTS ON EUROPEAN COMPANIES VALUE Supervisor Doc. Dr. Aušra Jurkštienė VILNIUS, 2012 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Abstract Dapkutė, S. The effect of Sarbanes-Oxley Act’s listing requirements on European Companies‘ value [Manuscript]: Master Thesis: economics. Vilnius, ISM University of Management and Economics, 2012. The study aims to investigate what effect the Sarbanes – Oxley Act of 2002 (SOX) have on European companies’ corporate value, measured by Tobin’s Q ratio. The SOX Act is a U.S. federal law, enacted as a response to major corporate and accounting scandals in early 2000’s. It increased companies’ internal controls requirements on corporate governance and reporting standards, to ensure correctness of financial information and strengthen trust in capital markets. There is no consensus whether SOX benefits overweight huge compliance costs. The Act is also applicable to European companies cross-listed in any U.S. stock exchange. In the research financial data of 49 matched pairs of companies cross listed in New York (SOX applicable) and London (SOX not applicable) stock exchanges for the period 2000-2010 are analyzed. Different ratios used in the previous researches were collected and summarized into common factors, representing three main aspects of company: Capital, Performance and Risk. The results of multiple linear regression indicate SOX has a significant positive impact on companies’ corporate value. In addition, a positive impact of Capital and Performance factors and a negative impact of Risk factor on firm value was found. Factor reliability test indicated that variables used in the study do not represent the whole concept, therefore further analysis with additional ratios could be performed. This study is limited to the analysis of large companies, while the Act might have a different effect to the small ones. Thus, research could be repeated with applying methodological design to matched pairs of small companies. This study also indicated SOX effect was not consistent: the implementation costs were significantly higher than expected, but afterwards an evident benefit through improved corporate governance is observed. Further research could perform a three period (before SOX, SOX implementation and after SOX) analysis. Keywords: the Sarbanes – Oxley Act, internal controls, listing requirements, corporate value, factor analysis. 2 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Santrauka Dapkutė, S. Sarbanes-Oxley akto reikalavimų poveikis Europos įmonių vertei. [Rankraštis]: magistro baigiamasis darbas: ekonomika. Vilnius, ISM Vadybos ir ekonomikos universitetas, 2012. Šio darbo tikslas yra ištirti Sarbanes-Oxley akto (2002) poveikį Europos įmonių vertei, išreikštai Tobin’s Q rodikliu. SOX aktas - tai JAV federalinis įstatymas, kuris buvo priimtas kaip atsakas į didžiulius verslo ir apskaitos skandalus tūkstantmečio pradžioje. Aktas padidino įmonės vidaus kontrolės reikalavimus, susijusius su įmonių valdymo ir atskaitomybės standartais, siekiant užtikrinti teisingos finansinės informacijos pateikimą ir sustiprinti pasitikėjimą kapitalo rinkose. Nėra bendros nuomonės dėl SOX reikalavimų laikymosi naudos ir išlaidų dydžio santykio. Įstatymas taip pat yra privalomas ir Europos įmonėms listinguojamoms bet kurioje JAV vertybinių popierių biržoje. Šiame darbe analizuojami 49 sugretintų įmonių 2000-2010 metiniai finansiniai rodikliai, kur vienoms įmonėms SOX reikalavimai yra taikomi, o kitoms ne. Ankstesniuose tyrimuose naudojami rodikliai atrinkti ir sujungti į apibendrinančius veiksnius, atspindinčius tris pagrindinius įmonės veiklos aspektus: Kapitalą, Pelningumą ir Riziką. Remiantis daugialypės tiesinės regresijos rezultatais galima teigti, kad SOX turi reikšmingą teigiamą poveikį įmonės vertei, kartu su Kapitalo ir Valdymo faktoriais, tuo tarpu Rizikos faktoriaus poveikis yra reikšmingai neigiamas. Atliktas faktorių patikimumo testas parodė, kad naudoti kintamieji neužpildo visos veiksnių koncepcijos, todėl gilesnė analizė galėtų būti atliekama įtraukiant papildomus rodiklius. Šiame darbe analizuotas SOX akto poveikis didelėms įmonėms, tuo tarpu įstatymo poveikis mažoms įmonėms galėtų būti kitoks, todėl tyrimas galėtų būti pakartotas pritaikant tą patį metodą mažoms įmonėms. Darbe taip pat atskleidžiama, kad SOX poveikis nėra vienareikšmis: įgyvendinimo išlaidos buvo daug didesnės nei tikėtasi, tačiau vėliau pastebima akivaizdi nauda dėl efektyvesnio įmonių valdymo. Tolimesnis tyrimas galėtų būti atliekamas dalijant laikotarpį į tris dalis (prieš SOX, SOX įgyvendinimo ir po SOX). Raktiniai žodžiai: Sarbanes - Oxley aktas, vidaus kontrolė, listingavimo reikalavimai, įmonės vertė, faktorinė analizė. 3 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Table of Contents Abstract ...................................................................................................................................... 2 Santrauka .................................................................................................................................... 3 List of Figures ............................................................................................................................ 6 List of Tables .............................................................................................................................. 7 List of Abbreviations .................................................................................................................. 8 Introduction ................................................................................................................................ 9 1. Literature Review.............................................................................................................. 11 1.1 Internal Controls and SOX Background .................................................................... 12 1.2 Sarbanes-Oxley Act Content and Effective Dates ..................................................... 13 1.3 SOX Impact on non U.S. Companies Cross – listing Decision ................................. 14 1.4 SOX Effect on Corporate Value: Benefits and Compliance Costs ........................... 17 2. Problem Definition............................................................................................................ 20 3. Methodological Approach ................................................................................................ 21 3.1 3.1.1 Data sample selection ......................................................................................... 22 3.1.2 Data sample description ..................................................................................... 24 3.2 4. Data Sample Selection and Description .................................................................... 21 Variables Selection and Calculation .......................................................................... 24 3.2.1 The overall SOX effect on variables analyzed ................................................... 25 3.2.2 SOX effect to companies capital ........................................................................ 26 3.2.3 SOX effect to companies performance .............................................................. 28 3.2.4 SOX effect to companies riskiness..................................................................... 29 3.3 Statistical Considerations for Factor Analysis ........................................................... 30 3.4 Parallel Analysis ........................................................................................................ 32 3.5 Factor Matrix Extraction and Validation ................................................................... 33 3.6 Multiple Linear Regression ....................................................................................... 35 Empirical Results .............................................................................................................. 37 4.1 Data Analysis of Selected Variables ......................................................................... 37 4.1.1 Descriptive statistics ........................................................................................... 37 4.1.2 Normality and trend analysis.............................................................................. 39 4.1.3 Correlation among selected variables ................................................................ 41 4.2 Factor Analysis .......................................................................................................... 43 4.2.1 Parallel analysis .................................................................................................. 43 4 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 4.2.2 4.3 5. 6. Factor extraction and validation ......................................................................... 44 Multiple Linear Regression Model Conduct and Transformation ............................. 47 Discussion ......................................................................................................................... 50 5.1 Significant Findings Overview and Interpretation .................................................... 50 5.2 Discussion on Research Findings in Context of Literature Reviewed ...................... 53 5.3 Limitations and Implications ..................................................................................... 55 Conclusions ....................................................................................................................... 56 Reference list ............................................................................................................................ 58 Appendices……………………………………………………………………………………63 5 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value List of Figures Figure 1. Methodological approach estimating assumptions ............................................. 21 Figure 2. Data sample construction .................................................................................... 23 Figure 3. SOX impact to corporate value in terms of capital, performance and risk factors ............................................................................................................................................ 25 Figure 4. Change in NYSE and LSE cross listed companies Tobin’s Q ........................... 37 Figure 5. Parallel analysis .................................................................................................. 44 Figure 6. Generalized ratios’ impact on companies’ value ................................................ 51 6 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value List of Tables Table 1. Summary of papers reviewed........……………………………….……………11 Table 2. NYSE cross listed firms mean ratios before and after SOX…………………..38 Table 3. NYSE and LSE cross listed firms mean ratios before and after SOX………...39 Table 4. Tobin’s Q independent sample t-test……………………………………...…..40 Table 5. Levene’s test for equality of variances………………………………………...40 Table 6. Variables correlation coefficient matrix……………………………………...42 Table 7. Kaiser Meyer Olkin and Bartlett sample adequacy test……………………...42 Table 8. Variable communalities estimates……………………………………………45 Table 9. Common factors accounted variance………………………………………...45 Table 10. Goodness of fit test………………...………………………………………...46 Table 11. Factor pattern matrix…………………………………………………………46 Table 12. Factor correlation matrix……………………………………………………..47 Table 13. Autoregressed model fit summary…………………………………………...48 Table 14. Prais-Winsten estimated regression coefficients………….…………………..49 7 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value List of Abbreviations SOX The Sarbanes - Oxley Act NYSE New York stock exchange LSE London stock exchange COSO The Committee on Sponsoring Organizations of the Treadway Commission SEC Security Exchange Commission PCAOB Public Company Accounting Oversight Board GAAS Generally Accepted Auditing Standards IPO Initial public offering UKLA United Kingdom Listing Authority FSA The Financial Services Authority CEO Chief Executive Officer CFO Chief Financial Officer CAPEX Capital expenditures ROA Return on assets ROE Return on equity 8 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Introduction The efficient market hypothesis suggests financial markets are information efficient, and prices precisely reflect resource allocation. However, if markets were in reality efficient, regulating laws would be needless. The reason behind the regulations is equalization of information among investors, thus the more accurate and transparent information is available, the more efficient markets are. The United States financial markets used to be not only the biggest and most attractive, but also trustworthy place for investors. However, a decade ago numbers of large corporate and accounting scandals (Enron, WorldCom) were revealed. In response to this, Security Exchange Commission in 2002 passed a new market regulating law the Sarbanes - Oxley Act (SOX) – to recover investor confidence and stock exchanges competitiveness. SOX significantly increased requirements on corporate governance and reporting standards to ensure the correctness of accounting and financial information. The act, since it has been announced, attained very different assessments, as it was applied to all firms listed in any U.S. stock exchange. Many discussions on the optimal level of internal controls were held, coming to a question whether a law can improve the credibility of financial reporting and was it really necessary to apply SOX for foreign companies. Although it was broadly supported, and expected to accrue benefits for companies and to strengthen trust in the capital markets, it had lots of critics saying it is too expensive. Many researches have been done trying to find out the real SOX effect on companies’ value, but results are contradictory. The trigger for this might be in difficulty to separate SOX effect from the other factors and in the diversity of variables selected for the analysis, as the same features are represented by different ratios. The main aim of this research is to investigate what effect SOX has on European companies’ corporate value. Thesis objectives are following: - To evaluate the role of SOX in the light of market efficiency theory; - To summarize the results of previous researches which investigate the effect of SOX on the companies’ value and their cross – listing decisions; - To develop the model for the analysis of SOX impact on the European companies’ value; - To evaluate the impact of SOX on the European cross – listed companies’ value, considering capital, performance and risk factors. 9 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Annual data for the period 2000 – 2010 of cross listed firms in New York (NYSE) and London (LSE) stock exchanges will be analyzed. The sample will be divided into three parts: NYSE cross listed companies before 2002 (SOX not yet applicable), NYSE cross listed companies after 2002 (SOX applicable) and LSE cross listed companies (SOX not applicable). The main interest of the research is to find out SOX effect on corporate value measured by Tobin’s Q ratio. For this purpose variables considered to have influence on firms’ value will be selected. Factor analysis will be performed to create summated scales representing coherent ratios, which will be used for the multiple regression analysis together with dummy variable SOX. The structure of the research will proceed as follows. The first part will summarize respective literature. Then, the second part will trace with problem definition. The third part will include sample description, variables analysis and methodological framework. In the fourth part the empirical research findings will be presented, while in the fifth part they will be discussed and synthesized with the reviewed literature, including limitations and implications of the research. The sixth part will summarize the research and conclude. 10 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 1. Literature Review This part of the Thesis provides an overview of internal controls role in the financial markets, also SOX background, including its contents and effective days. Further, the Act’s impact on companies cross listing decision is analyzed. It also contains summary of previous researches findings on SOX effect to corporate value. Table 1 presents summary of the main papers further analyzed. Table 1. Summary of papers reviewed Paper Aim of the paper Ratios analyzed Findings Strict internal controls reporting requirements have negative value to securities market. Tackett, J. A., & Claypool, G. A. (2006) To see what was the costs and benefits of SOX section 404 (internal control disclosure and management assessment). Qualitative analysis of costs and benefits Duarte, J., Kong, K., Siegel, S., & Young, L. (2007) To find out the effect of SOX by examining the decision to cross list in U.S. and local stock market reaction to U.S. listing announcements. Number of delisted companies, number of IPO's, market capitalization, dummy SOX, industry dummy. Piotroski, J. D., Srinivasan, S. (2007) To investigate firms listing behavior before and after SOX in U.S. and U.K. exchanges. Assets, sales, ROA, book-to-market ratio, leverage. Litvak, K. (2008a) To analyze long term effect of SOX (using a matched pairs technology) to foreign cross listed companies in US. Tobin's Q, firm size, risk, profitability, sales growth, and GDP per capita Litvak, K. (2008b) To estimate how SOX affects foreign firms risk taking. Volatility of returns, financial leverage, and cash. Bianconi, M., & Chen, R. (2009) Skaife, H. A.-, Kinney JR, W. R., & Lafond, R. (2009) To investigate SOX effects on capital markets, ant to check SOX effect on firms value. To find out how SOX imposed changes in internal control process determine firms’ riskiness and cost of equity. To study reasoning and consequences of being listed in NYSE and LSE; to check if benefits have changed over time. Dummy SOX, assets, GDP growth rate of firms' source country. Returns, cash flows, leverage, size (equity), dividends, book to market ratio. Tobin’s Q, sales growth, total assets, ownership, leverage, and Standard Industrial Classification. Iliev, P. (2010) To find out the effect of SOX section 404 while disentangling it from other simultaneous events effects. Cash Flows, change in net income, book to market ratio, market capitalization Ittonen, K. (2010) To analyze investors’ reaction to defects of internal controls and to examine auditors’ material weakness reports. Abnormal returns, change of volatility, systematic risk, size, leverage, ROA. Doidge, C., Karolyi, G. A., & Stulz, R. M. (2009) 11 Increased management accountability increased investor’s value more than the costs firms suffered because of less concentrating on business and innovation. No arguments that the Act has shifted incentives for foreign firms to cross - listed in U.S. Cross - listing premium significantly declines after SOX adoption. Foreign companies' loses are bigger for those which are subject to SOX. SOX compliant companies risk declines significantly; In addition, negative effect was bigger for riskier companies. For cross – listed companies positive SOX effect is observed. Companies where internal control deficiencies were found have significantly higher risk and cost of equity. Before SOX foreign companies cross - listed in U.S. have had 16.5% higher Tobin's q ratio. Also, cross - listed firms have bigger growth opportunities. Significant increase in firms’ indirect costs, also lower discretionary earnings for both U.S. and foreign firms are observed. Increase in volatility changes and positive investors reaction is observed after disclosure of material weaknesses. The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 1.1 Internal Controls and SOX Background The efficient market hypothesis implies share prices incorporate all available information, and “ideal is the market in which prices provide accurate signals for resource allocation” (Fama, 1970). However, behavioral economists contradict, naming information bias as one of the reasons for market imperfection. The Information Technology bubble in early 2000’s and the Housing bubble in late 2000’s reactivated discussions on the market efficiency. Eugene Fama himself replied “the financial markets were a casualty of the recession, not a cause of it” (Cassidy, 2010). The market efficiency cause investor’s confidence and increase number of participants, what implies better credit availability, an increase in investments and overall economy growth. However, if markets were efficient itself, no regulations would be needed. Financial market regulation is a tool for equalizing information among investors, and the more transparent information is available, the more efficient markets are. Regulative laws set requirements for market participants to provide all relevant information, and is a part of companies’ internal controls. The Committee on Sponsoring Organizations of the Treadway Commission (COSO) defines internal controls as “a process, effected by an entity's board of directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives”, one of which is “compliance with applicable laws and regulations” (“Internal Control Integrated Framework,” 1992). A number of large corporate and accounting scandals in 2000 – 2002 (Enron, WorldCom) were revealed, resulting in trillions of dollars losses for investors. This was a warning sign to U.S. Congress, as Enron could be, and in fact was, not the only case. There were many large public companies that had liquidity problems and a very high debt to equity ratio at that time. Moreover, it was still increasing, whereas being a signal of increasing corporate risk. Of course, firms like Enron had to violate some accounting rules in order to hide their liquidity problems and other financial difficulties. Most likely this would not have happened if auditors had not supported these misconducts. In late 2001 Security Exchange Commission (SEC) started a fraud case against Arthur Andersen what was the biggest audit failure in the world at that time. In response to accounting and audit scandals, United States Congress in 2002 passed a new law - Public Company Accounting Reform and Investor Protection Act (official name in 12 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Senate), or Corporate and Auditing Accountability and Responsibility Act (official name in House of Representatives) – commonly known as the Sarbanes-Oxley Act, those main purpose is straightaway stated in the title “to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws” (Sarbanes & Oxley, 2002). SOX played an important role in the United States (U.S.) stock market legal environment, as it was the first law regulating Securities Industry since the middle of 20th century (U.S. Securities and Exchange Commission, 2002). The Act definitely had a huge impact not only on U.S. businesses (all U.S. public firms must be SOX compliant), but also on international capital markets, as it is applied to foreign companies cross listed in any U.S. stock exchange too. Moreover, following SOX other countries like Canada, Japan, Germany, Australia, India, Turkey and Italy released similar laws for the local financial market regulation. 1.2 Sarbanes-Oxley Act Content and Effective Dates Although initial SOX act was just a few paragraphs long law, it was developed to a set of requirements consisting of 11 titles, each of those including several sections. Hereafter presented a short summary of SOX content with the most important effective days taken into account. According to the Act’s title section, non-governmental Public Company Accounting Oversight Board (PCAOB) was established, as it was necessary to have a regulatory institution for this large and complex Act implementation and further control. The main purpose of PCAOB is to oversee auditors of public companies (all public audit or accounting firms, that are intended to perform audits for companies which are subject to SOX have to register with PCAOB), while SEC continues to oversee listed companies. The second title of SOX act defines basic roles of auditors, emphasizing the importance of their independence from clients. Section 201 was famous by prohibiting some activities to audit companies (book keeping, internal audit, management services, etc.) they were used to do. This diversification has been done in order to avoid conflict of interest and to lessen fraud possibilities. The third title refers to corporate responsibility for financial reports, and obliges the executive officers to confirm on the financial statement correctness and accuracy. This was considered as a score of increased indirect costs, as a chain of approvals to comply was created (top level 13 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value management needs to get approval from lower level managers for their responsibility area, who need to get approval from their subordinates, and so forth). This resulted in a huge time spending on reporting and meetings for control issues. However, section 302 is considered to increase ethical culture, due to each employees increased responsibility for actions taken, and CEO and CFO taking ownership of financial statements. Title four covers disclosure of financial statement and internal control process. Probably the most famous SOX section is 404 – Management Assessment of Internal Controls. The main purpose of it is to reduce corporate fraud possibility, by establishing internal controls and management assessment process, which should ensure correctness of financial reporting. Most companies admit they even had to increase head count or use external service providers to create the structure of internal controls that satisfy SOX requirements. Moreover, even more employees were needed to perform these controls, whereas according to the Act every transaction has to be properly documented (saved as evidence). This section was followed with abundance of discussions, yet because compliance of this part is extremely expensive. The next titles of the Act define SEC responsibility and authority, also minimum requirements for attorneys. These parts of SOX are for legal and public regulation purposes and do not cover this research field of interest, thus will not be further detailed. The last titles indicate criminal penalties for everybody with an intention to mislead or falsify any record in any document. In fact, legal responsibility was not innovation of SOX, it just increased from 10 years of imprisonment and $1 million fine to 20 years and $5 million respectively. Also, criminal penalties and fines were specified for companies CEO and CFO, emphasizing their personal responsibility. It is considered that this section might cause more cautious and less risky corporate governance decisions. For majority of SOX sections the effective dates of compliance were from the second half of 2002 to the first half of 2003, except section 301 (Public Company Audit Committees) which was effective since 31st July 2005 and section 404 (Management Assessment of Internal Controls) – effective since fiscal year ending after 15th July, 2006. 1.3 SOX Impact on non U.S. Companies Cross – listing Decision The Act, since it was announced, attained large number of economical, political and legal discussions with a largely differentiating opinion on the overall effect and necessity. Even 14 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value president Georg W. Bush said SOX was “the most far-reaching reforms of American business practices since the time of Franklin Delano Roosevelt.” (Signing Statement of George W. Bush, 2002). However, others argued there was not much innovation in the Act, thus even before accounting scandals revealed, there were existing civil and criminal laws for fighting against the fraud, and maybe the problem was not in the lack of regulation, but in the lack of implementation on them. The time period before SOX is characterized with by Dot-com bubble, economy growth, and increasing corporate profitability. The earnings management became more and more popular phenomena, as management were pressed to meet profit targets, by receiving stock-based bonuses. This way both, shareholders and investors were satisfied with compensations they get. Not surprisingly, the evaluation of risk taken was not a priority. Cohen, Dey, & Lys (2005) analyze earnings management, by testing “opportunistic behavior hypothesis”, saying that compensation and incentives paid to managers have impact on accounting practice they choose. Author’s point that the ratio of change in accounts receivables or inventory compared to changes in sales, also frequency of special items reported increased dramatically before Sarbanes - Oxley Act (1997-2002), and decreased significantly just right after the passage of the Act. Another piece of evidence for risk growth, is huge rise in accounting restatements – U.S. General Accounting Office report (2002) shows number increased dramatically, what could be one of the reasons for decreased investor’s confidence. Auditor’s conflict of interest was a supplement - Levitt (2002) points auditors became more inclined to ignore fraud of their clients, as their compensation increased with additional consultancy services companies bought. In addition to this, competition among audit companies increased, which led to reduction of fees clients paid, lower salaries, and lower knowledge and skills of employees (Shelton & Whittington, 2008). Naturally, audit companies became much more dependant from their client bounty, and therefore less attentive. Still, a lack of regulations could be a pretext and not the cause. Tackett, Wolf, & Claypool, (2006) propose that no new rules were needed for audit requirements, as it would have been enough to apply correctly the existing ones, such as Generally Accepted Auditing Standards (GAAS). The Act for sure had an impact on U.S. stock exchange’s competitiveness, as imposed strict regulations, which simultaneously were very expensive, could not be attractive to business. In fact, in the next few years after SOX passed there was an increase in number of NYSE 15 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value delisted companies, while at the same time LSE listing increased (see Appendix 1). Moreover, at the same time number of initial public offerings (IPO) in NYSE significantly reduced, whereas in LSE enlarged. However, going to deeper analysis, one can notice that numbers for LSE Main Market (market for largest, successful and well-known companies) move very similar direction to NYSE. The growth is observed only in LSE Alternative Investment Market (market for smaller, fast growing companies). Piotroski & Srinivasan, (2007) find out that SOX was not the only consideration influencing companies cross - listing decision between U.S. and U.K. Exchange specific feature, firms size, profitability and registration country are also significant factors determining costs and benefits of being listed in particular exchange. Doidge, Karolyi, & Stulz, (2007) find substantial governance benefits for firms cross listed in U.S., while being listed in U.K. does not provide any premium. U.S. cross - listing requirements improved corporate governance by reduced controlling shareholders ability to extract private benefits. As a consequence, funds were used to increase investment, resulting in increased growth opportunities. Authors find that resources saved most probably cover cross-listing costs. An additional finding is stock price increase for firms which choose to be cross listed in U.S. Similar results were presented by Berger, Li, & Wong (2005) – they showed that stock market reaction to companies from countries with weak private investor rights was more positive after SOX, and investor’s protection had a positive impact on firm value. Another research supporting previous findings was done by Duarte, Kong, Siegel, & Young, (2007). They conclude that increased management accountability increased investor’s value more than the costs firms suffered because of less concentrating on business and innovation. In a contrast to this, Zolnor (2009) states that investors do not pay attention to information provided according to SOX 404 section, therefore no benefits from the Act could be found, simply costs of overregulation. Supporting the results, La Porta, Lopez-De-Silanes, & Shleifer (2006) point that not all securities laws work. Researchers find that laws defining public enforcement (such as having an independent regulator or criminal penalties) do not benefit financial markets. On the other hand, they show that law matters, and that securities markets cannot be left for self-regulation, but important is only legal acts mandating disclosure and liability rules. Authors provide indices of securities law variables for 49 countries, including disclosure requirements, liability standards, rule-making power of the supervisor, criminal sanctions applicable to directors, distributors, and accountants and public enforcement, and 16 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value conclude that U.S. securities market is more regulated by all listed variables compared to U.K. However, in a context of all countries U.K. still seems to be a country with high level controls (have all variables higher than mean, except criminal sanctions). U.K. financial markets are regulated by U.K. Listing Authority (UKLA), which is a division of the Financial Services Authority (FSA). UKLA is responsible for listing applications approval and admission, also for monitoring and ensuring companies’ compliance with regulations applicable. The main regulation for securities market is UKLA’s non-statutory Combined Code of Corporate Governance, which is kind of equivalent to SOX. In a past couple years there appeared discussions about proper degree of investor’s protection and operational effectiveness of listing requirements resulting in suggestions that changes of tightening regulations are needed. In January 2012 UKLA passed a consultation paper “Amendments to the Listing Rules, Prospectus Rules, Disclosure Rules and Transparency Rules” proposing changes for reverse takeovers, sponsors, transactions, financial information and externally managed companies regulation (Financial Services Authority, 2012). The main objective of proposed changes is to maintain and strengthen integrity and competitiveness of U.K. financial markets. The consultation period closes at the end of April, and FSA expects the new rules to become effective still in 2012. If changes will be adopt the way it is proposed, companies listed in LSE will face a huge increase in internal controls documentation requirements. Critics already discuss on increased future costs and pure benefits, while upholders say changes are necessary. However, situation appears to be similar to the one that happened in U.S. ten years ago. 1.4 SOX Effect on Corporate Value: Benefits and Compliance Costs Majority agrees on SOX positive effect on investors’ confidence and strengthening trust in capital markets. However, benefits to companies (especially foreign ones), and effect on corporate value are still under discussion. Most researches use Tobin’s Q ratio to measure companies’ value (Bauer, Guenster, & Otten, (2004), Doidge, Karolyi, & Stulz, (2009), Litvak, (2008a) and others). This ratio was developed by James Tobin in 1969 and is counted as the ratio between market value and replacement costs of assets (book value). There are several reasons for Tobin’s Q being used frequently: it requires just basic accounting and financial information, also explains number of 17 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value important financial indicators, like investment and diversification decisions, relationship between managerial equity ownership and firm value, also financing, dividends and compensation policies (Kee H. Chung & Stephen W. Pruitt, 1994). Taken a deeper look, SOX compliance has had a dual effect on corporate value. From one side it reduces value by implying huge direct costs of implementation and controls performance (decrease in cash flows and liquidity) also management concentration on requirements fulfillment rather than doing business (possible decrease in growth of sales). On the other hand, strengthened corporate governance reduces private benefit possibilities, what increases investors’ value (increase in ROA, ROE) and determine lower risk taking (Litvak, 2008b). This leads to opposite side impact and discussions on overall SOX effect. Further described different author’s findings on main SOX affected variables. Ahmed, McAnally, Rasmussen, & Weaver, (2010) analyzed both direct and indirect SOXrelated costs, such as managers and executives focus on implementation and performance of the controls, rather than doing business. Authors find the statistically and economically significant decrease in cash flow and profit (considering that macroeconomic environment or company specific issues can have effect either), what is average reduction of assets (1.3 %) and revenue (1.8 %). In general, the total amount of yearly SOX costs ($6 million for small and $39 million for large companies) significantly differs to the ones ($0.91 million), which was estimated by Congress in advance of enactment. What is more, different SOX effect according to firm size, complexity and growth opportunities was shown. Researchers also find that cost of SOX was much more significant to small firms, the more complex ones and with lower growth opportunities. No evidence on compliance costs to be different for foreign companies was found. Bianconi & Chen, (2009) find that even though SOX had a consistent negative effect on firms’ value, considering cross listing decision, positive SOX effect is observed. Similarly, Duarte et al., (2007) point that SOX increased foreign companies value on average by 2%, while increase for U.S. companies was even higher. However, Doidge, Karolyi, & Stulz (2004) find a negative effect and calculate that before SOX foreign companies cross-listed in U.S. had a 16.5% higher Tobin's Q ratio. Litvak (2007) finds SOX had a negative impact on stock price, however he verifies negative effect was much bigger for riskier companies. For the research, author used matched pairs methodology – firms were put together taking into consideration size, profitability, leverage, 18 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value volatility and industry. The comparison between cross-listed and non-cross listed companies has been done according to similar factors and location in the same country. A significant decrease in cross-listing premium for foreign countries, which are subject to SOX, compared to those that are not subject to SOX was noticed. Further analyzing SOX affected companies, Litvak takes three measures - financial leverage, volatility on returns and cash. He finds that for SOX compliant companies risk declines significantly in assumed variables, and this could be a reason of stock price decrease for riskier firms. SOX effect on riskiness and investments was also analyzed by Kang & Liu (2010). Researchers find smaller and riskier firms became more careful in their spending decisions after SOX, thus investments level in general decreased. Also, authors noticed that executive managers of U.S. companies apply bigger discount rate to investment projects after SOX, while considering executives of U.K. companies’ behavior, it remains unchanged. Thus findings of the paper suggest SOX had negative effect on corporate investments in U.S. listed firms, and decrease of riskiness and altered attitude to applied discount rate for investments could also be a consequence of robust SOX requirements and enhanced manager’s accountability. On top of this, surprising results were found by Ittonen (2010), as investors react positively to material internal control weakness announcements, meaning these companies are more trust worthy. Carney (2006) propose that no matter how good regulations are, it is still impossible to prevent all potential fraud, and being rational, nobody would want this, because of extremely high costs. Author points, that “the goal should be to keep spending on fraud prevention until the returns on a dollar invested in prevention are no more than a dollar”. Even congressman M. Oxley during his speech in a few years after the Act presented, admitted it was “far too bureaucratic”, especially while talking about foreign companies. Conversely, Alan Greenspan during his speech gave a praise saying “The Sarbanes-Oxley Act of 2002 appropriately places the explicit responsibility for certification of the soundness of accounting and disclosure procedures”, as the principle is that corporate managers should be working on behalf of shareholders to allocate business resources to optimum use (Greenspan, 2005). 19 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 2. Problem Definition Looking back a decade, at the time when major corporate and accounting scandals were disclosed, there was a clear sign that something is wrong with existing regulations, or at least application of them. After SEC promulgated the SOX act, plenty researches were done on this topic arguing between diverse beliefs. Ones upheld the opinion of overregulation, saying that no new restrictions were needed, and that it is enough to apply correctly the valid ones. Meanwhile, the others supported the new tightened rules, noting it was a proper step taken to recover investors’ confidence, stock exchange competitiveness and to improve financial markets efficiency. Few years later further researches, to measure the costs and benefits of SOX, were done. However, analyzing the Act’s effect on corporate value (in most cases measured by Tobin’s Q ratio) contradictory results were found. Variables investigated also differs among researches – return on equity (Bhagat & Bolton, 2009), market-to-book ratio and free cash flow (Wintoki, 2007), return on assets (Piotroski & Srinivasan, 2007), capital expenditures (Doidge et al., 2009), cross-listing premium (Bianconi & Chen, 2009), company size measured by total assets (Cai, Liu, & Qian, 2009), by equity market value (Kang & Liu, 2010), leverage (Litvak, 2008a), sales growth (Carney, 2006), net profit margin (Bauer et al., 2004), stockholders returns (Bebchuk, Cohen, & Ferrell, 2004) and cash flow (Ahmed et al., 2010). Despite different results of the overall effect of SOX to companies’ value, the majority agreed it was very expensive or at least much more expensive then it was expected. Still, many big European companies choose to be cross listed in U.S., most likely finding that cross listing premium exceeds the compliance costs. The main purpose of this research is to find out the effect of SOX to European companies’ corporate value, by constructing data sample of European companies cross listed in NYSE and LSE in the period before and after SOX. The most frequently analyzed variables – Net profit margin, return on equity of current and previous year, return on assets, capital expenditure, total assets, dividend yield, sales growth and leverage will be summarized into common variance factors to identify possible difference in corporate value for NYSE and LSE cross listed firms. Hypothesis of the paper is as follows. There is significant relationship between the effect of SOX act, European companies’ corporate value and factors representing summarized variables. 20 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 3. Methodological Approach This part of the research contains the methodological approach description used to find out the effect of SOX to European companies value. It includes the description of sample for SOX applicable and not applicable companies’ selection, also the ratios to be used as independent variables choice and calculation. Further, relevance and description on selected approaches is provided. The Thesis methodological approach design is shown in Figure 1. Research problem Data sample definition Variables selection Statistical data consideration Multiple linear regression Factor matrix extraction and validation Parallel analysis / number of factors determination Estimating assumptions on Factor analysis Regression transformation Hypothesis testing Figure 1 Methodological approach estimating assumptions 3.1 Data Sample Selection and Description As it was discussed in the Literature Review part, one of the major problems identifying SOX effect is separating Act’s impact from other variables. Thus, a comparable sample of SOX applicable and not applicable firms is needed. Firstly, sample set of SOX applicable firms were selected. The Act had different effect on small companies, therefore data sample is constructed from the largest U.S. stock exchange - NYSE cross listed European companies (for these SOX is applicable since 2002). At this point the control set of sample for SOX not applicable companies was constructed from largest Europe stock exchange – LSE cross listed European companies. Firms were selected by matching them according to size (largest only), age (listed not later than 2000) and industry sector. 21 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 3.1.1 Data sample selection For a starting point a list of all EU firms cross listed in NYSE was taken. Afterwards, companies listed in Arca, Euronext, Alternext and Amex directories were excluded, as these are for small or growing companies, and yet changes in financial ratios are more possibly affected by firm specific reasons. After reduction there were 82 companies from 16 EU countries on a list. Taking the next step, financial sector enterprises (banks, insurance companies, etc.) were removed, as valuation ratios of these firms usually are not comparable to non-financial ones. Another selection criterion was companies’ age. Although some researches (Bauer et al., (2004); Bebchuk et al., (2004)) consider firms age as a variable influencing corporate value, sample contains only firms cross listed before 2000. This has been done to avoid bias of data missing, and yet means selected firms have at least 11 years of operation, also secures from including young and fast growing firms. Final list for data collection contained 49 companies from following industry sectors: Basic Materials, Consumer Goods, Consumer Services, Health Care, Industrials, Oil & Gas, Technology, Telecommunication and Utilities. To counterweight the constructed SOX applicable set, otherwise similar set of SOX non applicable companies was needed. Data selection method was chosen following Kate Litvak. He did several researches (2007, 2008a and 2008b) to investigate SOX impact, using sample construction of matched pairs of cross – listed companies according to country, size and industry (where one companies were subject to SOX and another were not). This way the effect of the Act is isolated and broader economic and political trends are managed. For control sample selection list of EU firms cross listed in LSE Main Market was taken. After check of data availability for the year 2000 – 2010, LSE Alternative Investment Market companies were excluded for the same reason as NYSE other directories. Afterwards the list was sorted by activity field, selecting firms operating in the same industry, sector and even subsector (where applicable). Further sampling aim was to find most similar company pairs by size, where market capitalization was used as parameter. Country criterion was excluded, as on a country level it would be impossible to find similar industry and size company pairs. This should not result in bias, as Thesis analyze only EU companies, therefore assumption on similar legal and economic environment was done. The result is 49 paired companies from largest U.S. and EU stock exchanges with financial data available for 2000 – 2010. Data sample construction is illustrated below in Figure 2. For 22 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value NYSE cross listed companies SOX is applicable since 2002, therefore sample falls in 98 observations before SOX (2 year observations for 49 companies) and 441 observations after SOX (9 year observations for 49 companies), while LSE sample set contains 539 observations (11 year observations for 49 companies) for SOX not applicable firms. The total sample consists of 1078 observations. Figure 2 Data sample construction The final list of selected firms, with indicated sector and subsector is presented in Appendix 2 (NYSE cross – listed) and Appendix 3 (LSE cross – listed). It contains similar size matched pairs from following sectors: - Basic Materials - 5 matched companies; - Consumer Goods - 8 matched companies; - Consumer services - 5 matched companies; - Health Care - 6 matched companies; - Industrials - 6 matched companies; - Oil & Gas - 7 matched companies; - Technology & Telecommunications - 10 matched companies; - Utility - 2 matched companies. 23 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 3.1.2 Data sample description For historical financial data collection Bloomberg terminal was used. Following Balance Sheet and Income Statement lines’ items for selected companies were extracted: Cash Flows from operations, Dividends, Capital expenditure, Earnings before interest and tax, Net income, Operating expenditure, Revenue, Non current liabilities, Current liabilities and Total assets. Market capitalization data was extracted from stock exchange reports, and is calculated as a sum of all classes common stock. If there is more than one common stock class and only one of them is listed, share price for the year end is applied to unlisted class to determine total market value. In case two or more common share classes are listed, average share price is applied to unlisted class. All extracted financial data is in currency in which security was issued, and not in which it is traded or pays dividends. Thus, all NYSE sample set is in U.S. Dollars, and LSE set in British Pounds. As for further analysis ratios are calculated, there is no need for currency conversion. 3.2 Variables Selection and Calculation Trying to identify SOX effect, another major problem discussed in the Literature Review part, is numerous different variables analyzed. To solve this issue, most frequently used variables influencing corporate value from different researches were identified and taken for further testing. Following Bianconi & Chen, (2009), Cai et al., (2009) and Gompers & Ishii, (2003), corporate value is measured by Tobin’s Q ratio, or as a sum of the market capitalization and total liabilities, divided by the total assets. In general, Tobin’s Q ratio shows two different valuations of the same assets: numerator is the current market value of exchanging existing assets and denominator is replacement costs of the same assets (Tobin & Brainard, 1977). This is the most accurate and widely acceptable way to measure corporate value for such a large data sample. Below presented brief description of SOX and other variables (grouped in the way to represent firms capital, performance and risk), which reviewed literature suggests should have had impact to firms’ corporate value. 24 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 3.2.1 The overall SOX effect on variables analyzed Different opinions and valuation of SOX imposed costs and benefits have already been discussed in previous parts of research. To generalize, below is provided summary and illustration (see figure 3) of presumable Act’s impact to firms’ value, considering capital, performance and risk factors. Leverage Tangibility Size Dividend yield Cash flow Liquidity CAPEX Sales Net Profit Margin ROA ROE Figure 3. SOX impact to corporate value in terms of capital, performance and risk factors Although Piotroski & Srinivasan, (2007) analyzing SOX effect to variables, representing all three factor categories (liquidity, ROA and leverage) find no changes in non U.S. companies incentives to cross list in NYSE, most of other academic papers does. The most apparent effect of SOX is to cash flows: from one side additional requirements (especially of section 404) dramatically increased indirect costs, while in a long run it should lead to financial reporting process automation and centralization, what means increase in efficiency and costs reduction. Considering SOX impact on corporate performance, majority agrees that it depends on the performance before the Act. Companies which board structure was not in line with SOX were “forced to deviate from their optimal governance system” (Cai et al., 2009), and had negative impact, while companies which board structure corresponded to imposed requirements already before SOX, experienced more positive effect. However, the Act definitely had impact on manager’s decisions effectiveness and transparency. Companies CEO and CFO by section 302 were forced to take personal responsibility for the financial statements, and this could not remain without consequences on the risk taken. 25 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Litvak, (2008a) confirms it, finding negative SOX effect for higher leveraged and therefore riskier firms was bigger. Overall, SOX effect on corporate value can be best seen when analyzing in terms of other influencing factors. Therefore, for further analysis dummy variable (DUMMY_SOX) was created to exclude SOX effect. It takes value 0 for all LSE cross listed companies and for NYSE cross listed companies before 2002, and value 1 for NYSE cross listed companies after 2002. 3.2.2 SOX effect to companies capital The first group of variables considered to have impact on corporate value is named Capital, and summarizes liquidity, cash flow, CAPEX and sales growth. Basically it represents funds which can be employed for income generation or investment. The main financial statement items used for ratios calculation are cash flows from operations, sales and capital expenditure. It is definite that SOX imposed both, direct and indirect costs to companies. Direct costs firstly were reflected in decreased cash flows just after enactment. Ahmed et al., (2010) find that on average cash flows decline by 1.3 percent of total assets, also that costs were more significant for complex, smaller and lower growth opportunities firms. However, plenty researches show significant decrease in cash flows just in a short term, and a reasonable explanation for it could be high implementation costs, while after some years costs decreased due to compliance process optimization. On the other hand, in a long time perspective SOX should have had a positive impact on cash flows, as better governance should result in better business decisions and reduced management private benefits extraction ability, what means increase in revenue. Although there are several ways to define Cash flow ratio, in this research it was calculated as a scale of cash flows from operations over total assets. In general, Liquidity ratio can be defined as an ability to meet short term liabilities or simply pay off creditors timely. There are several ways to measure liquidity ratio, which have different interpretations. The quick and very often used is a ratio of short term assets to short term liabilities. Though, in case of urgency, usually it is hard to sell asset at its full value, 26 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value therefore more precise way to calculate liquidity is Quick ratio. The difference comes from deducting inventories, accounts receivable and prepaid expenses from short term assets and then dividing by short term liabilities. This is more accurate way to estimate firms’ ability to pay debts, as it includes only ready to sell assets. However, meeting current liabilities through cash flows is even a better solution rather than asset sale, thus liquidity ratio was defined as a cash flow from operations scaled to short term liabilities. Another ratio should be considered is Capital expenditures (CAPEX). Following Gompers & Ishii, (2003) the ratio was calculated as capital expenditures scaled by sales. In general, CAPEX is companies resources used either to acquire fixed assets or to add value to existing assets by upgrading its features or extending useful life. In any case, this type expenditure should increase firms’ benefits in the future. The amount of funds particular company allocates for capital expenditure depends not only on individual specific, but also on industry it operates (most capital intensive – Telecommunications, Oil & Gas and Utility sectors) and managerial decisions. Classical literature (Williamson, 1964) suggests that increase in capital expenditure not necessary mean company gains – managers may accept inefficient projects in order to get private benefits. Gompers & Ishii (2003) analyzed relationship between capital expenditure and corporate governance, and provided empirical evidence that firms with stronger shareholders rights had lower capital expenditure and higher corporate value at the same time. Sales growth, or change in sales over a time period is highly associated to firms’ value and profitability, and can be used as a measure for growth opportunities. Following Litvak (2008b) sales growth was defined as a two-year geometric average of annual growth in sales. Increased sales growth opportunities, as a consequence of better corporate governance, for companies cross listed U.S. were found by Doidge et al. (2004). 27 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 3.2.3 SOX effect to companies performance The second group of variables considered to have impact on corporate value is named Performance, and summarizes Return on Assets (ROA), Return on Equity (ROE) of current and previous years and Net profit margin. Basically it represents corporate governance, or evaluation of management activities to achieve business goals. The main financial statement items used for ratios calculation are Net income, Assets, Shareholders equity and Sales. In general, all these ratios show company’s operating performance and return to shareholders. Naturally, higher profitability increase firm value, therefore a positive relationship between performance factor and Tobin’s Q is expected. Most of researches suggest SOX was beneficial in corporate governance improvement. Gompers & Ishii, (2003) find a positive relationship between stronger corporate governance ant profits. In addition, Doidge, Karolyi, & Stulz, (2010) use ROA as a measure of accounting performance, and find a significant positive correlation of this ratio with sales growth and Tobin’s Q. Yermack, (1996) showed that there exists statistically significant relationship not only between firm valuation and current performance, but also between previous performance too. This is because firm’s value calculation is mainly based on Balance Sheet items, which are cumulative and incorporate past results either. Notably, the results found are very similar to the ones presented by Gompers & Ishii, (2003). However, some contrary conclusions were made by Bauer et al. (2004), as they find positive relationship between governance and firm value only for companies with lower governance standards. Net profit margin measures corporate profitability and is usually calculated as a ratio of profit and sales (revenue): Similarly to net profit margin, ROE is considered as an earnings based operating performance ratio. It is calculated as a rate of net income to shareholders’ equity, and basically shows how much of the generated profit each unit of shareholders’ equity gets. 28 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value ROA shows the return on invested capital (assets) and is one more way to measure corporate performance. Return on assets was calculated following: This is a parallel case to net profit margin and ROE, as all ratios calculation is net income based. 3.2.4 SOX effect to companies riskiness The third group of variables considered to have impact on corporate value is named Risk, and summarizes company size, Leverage, Tangibility and Dividend yield. In general it represents companies’ debt level and borrowing possibilities. The main financial statement items used for ratios calculation are Total assets, Long term Liabilities, Current assets, Market capitalization and Dividends paid. Dividend payout reduces firm’s cash flow, and so causes the decrease in assets which could be used for investment. As a consequence, external funds are needed for investment and company growth. According to Rajan & Zingales (1995), sufficient amount of tangible assets enables firms to get external financing easier and at a lower interest rate, as they can secure the loans by using tangible assets as a collateral. Naturally, it encourages companies with high level of fixed assets to borrow more. On the other hand, firms with high tangible assets ratio are usually big ones, and they can issue equity at fair price compared to the low tangible assets level firms, which have information asymmetry problem resulting in issuing more underpriced debt (Harris & Raviv, 1991). Skaife, Collins, Kinney JR, & Lafond, (2009) found that companies with higher level of internal control deficiencies and leverage have significantly higher risk what results in higher cost of equity. High leverage ratio usually refers to a higher risk of the company, as it increases possibility to run off gains and losses. Litvak (2008a) found SOX have had more negative effect on riskier firms, also that firms which were riskier before SOX lost more of their value (Litvak, 2008b). This is possibly a consequence of strengthened requirements and accountability. Leverage describes capital structure of a company, in other words which part of firms’ assets is financed by debt. There are many ways to measure leverage, but the main difference between those is whether debt is compared to market or book value of company. In this paper, 29 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value following Rajan & Zingales (1995), leverage was calculated as ratio between long term liabilities and book value of firm. Although there are few ways to measure firm size: by market value of equity (Kang & Liu, 2010) or sales (Carney, 2006), in this research following Bhagat & Bolton, (2009), Cai et al., (2009) and Piotroski & Srinivasan, (2007) total assets were used. Natural logarithm of actual values was taken, as this helps to reduce scale to more manageable. Size = ln ( Total Assets ) Size is important variable to analyze in terms of SOX, as most of compliance costs are fixed, and should not differ a lot among small and large firms. There are no exceptions or facilitation for small companies, therefore the effect of the Act is different and much more significant for them (Kang & Liu, 2010). Thus, Litvak, (2007) point reaction of investors to large companies was more favorable than reaction of small companies’ investors. Dividend yield is a financial ratio presenting the yearly amount of dividends paid compared to a stock price, and was calculated following: Lastly, Tangibility is denoted as a ratio of non current assets to total assets, and is calculated following: In consistent with theory, risk related ratios are expected to be negatively correlated with corporate value. 3.3 Statistical Considerations for Factor Analysis To explore how defined explanatory variables affect the dependant variable Tobin’s Q, multivariate statistical techniques should be used. The simplest way to perform such analysis is multiple linear regression. However, model with 13 independent variables (12 observed and 30 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value dummy variable SOX) is not representative and the effect of SOX could be hardly identified, thus better understanding of structure and interrelationship between variables is needed. One of the dimension reduction models is Factor analysis, which is basically used to see if there exists the relationship between large number of variables, and whether these variables can be summarized into smaller groups – common factors. The purpose of factor analysis used in this research is to reduce data sample by creating new variables (summated scales) which would have the same features, and could replace the original ones. To make sure factor analysis can be performed, certain assumptions should be considered: - Sample size – the minimal requirement is 10:1 ratio, but the same researchers even propose 30:1 cases per item (this means, that for example if there is 12 variables, ideally it should be not less than 360 observations); - Statistical issues – normality and linearity needs to be considered; - Correlation – there should be at least some variables with correlation greater than 0,3 and correlations should not be equal (this mean grouping variables into a structured factor is possible). Another way to perform correlation check is by evaluating partial correlations among variables. For this purpose SPSS (statistical analysis software, used to conduct this research empirical part) provide Anti-image correlation matrix, where diagonals should be not less than 0.5, and preferable 0.7. - Bartlett test of sphericity shows if there is a statistically significant correlation among at least some of the variables in the correlation matrix (absolute value of this test is not influential, but it is important to check the result to be statistical significant). - Measure of sampling adequacy checks if intercorrelation level between variables is appropriate for factor analysis. In SPSS Kaiser Meyer Olkin Measure of sampling adequacy is used, and should take value not less than 0,5 (though the larger, the better). If the data sample meets the requirements, the next step before performing factor analysis is selection of factoring method to decide which part of variance for variables needs to be presented. In statistics, variance is defined as a measure of the dispersion of values from its mean. There are three types of variance in a sample defined. The first one is shared and appears between correlated variables, as they have shared variance equal to squared 31 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value correlation. The other two types of variance are the unique variance, which differs for each variable and error variance, which can appear due to data collecting or measurement errors. Either Principal Component or Common Factor analysis should be chosen depends on the variance desired to be analyzed. Principal Component analysis includes total variance and is usually used to summarize original variance of variables into smaller number of factors for prediction purpose. Contrarily, Common Factor analysis is used when interest is only in variance shared between variables. As Hair, Black, & Anderson (2006) suggest, common factor analysis is more relevant when: - the initial objective is to identify the latent dimensions or constructs represented in the original variables, and - there is little knowledge about the amount of specific and error variance and therefore it would be better to eliminate these variances. Relying on these arguments, with a primary aim to identify common factors best reflecting original ones, and due to large sample size limited knowledge of individual variance, common factor analysis will be applied. 3.4 Parallel Analysis After decision on factoring approach is made, the next important step is defining the number of factors to be retained. Some researchers argue that defining number of factors is even more important than decision on which type factor analysis to apply. Hayton, Allen, & Scarpello (2004) says factor analysis “needs to balance parsimony with adequately representing underlying correlations, so its utility depends on being able to differentiate major factors from minor ones (…), also there is conceptual and empirical evidence that both specifying too few factors and specifying too many factors are substantial errors that affect results”. Although there are many ways suggested in literature to decide on how many factors one should extract, the most popular one is based on Latent Root (Eigenvalue) criterion. Hair et al., (2006) explains that “the rationale for the latent root criterion is that any individual factor should account for the variance of at least a single variable if it is to be retained for interpretation”. This simply means that only factors with eigenvalue higher that one will be extracted. However, this method attained a lot of critics, including Zwick & Velicer, (1986) arguing this is less reliable method. Authors analyze five rules for determining number of 32 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value components, concluding that Parallel analysis and MAP methods were the best in all situations analyzed. Parallel analysis in general is based on Monte Carlo simulation approach, generating a data sample consisting of the same number of variables for the same sample size, just with random numbers. Eigenvalues for this made-up data set is created, repeating the process 1000 or even 5000 times. Afterwards, the derived eigenvalues are compared to the one observed from the real data, and factors indicating higher value are considered to be worth extracting. However, if for some factors the true values are very slightly above the derived ones, this could be a warning sign, as it might be not statistically significant (e.g. correlated residuals). This analysis is not itself available on common statistical software as SPSS, however the procedure can be quickly performed by using the script developed by O’Connor, (2000). 3.5 Factor Matrix Extraction and Validation SPSS (similarly to other statistical software packages) provide seven different factor extraction methods. The first one – principal components – is fundamentally different, and was already discussed, while selection between the others (Unweighted least squares, Generalized least squares, Maximum likelihood, Principal axis factoring, Alpha factoring and Image factoring) is much more complicated. Most literature does not distinguish for advantages and disadvantages of these methods, reasoning there is no substantial difference. However, if data sample is normally distributed, probably the best method is Maximum Likelihood. This was supported by Fabrigar, Wegener, MacCallum, & Strahan, (1999) saying that “primary advantage of Maximum Likelihood is that it allows for the computation of a wide range of indexes of the goodness of fit of the model [and] (…) also permits statistical significance testing of factor loadings and correlations among factors and the computation of confidence intervals for these parameters”. The next important step is selection of factor rotation pattern. In general, factor rotation is needed for variance redistribution among extracted factors to make factor pattern more clear and meaningful. Not rotated factor extraction would provide the first factor with the largest amount of all variable variance loaded on it, thus this one would be very significant, while the other factors would be loaded only with variance residuals on them. Therefore, factor variance redistribution is particularly important to get comprehensible results available for further 33 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value interpretation. Hair et al., (2006) describes the process of rotation: “In a factor matrix, columns represent factors, with each row corresponding to a variable’s loading across the factors. By simplifying the rows, we mean making as many values in each row as close to zero as possible (i.e., maximizing a variable’s loading on a single factor). By simplifying columns, we mean making as many values in each column as close to zero as possible (i.e., making the number of high loadings as few as possible)”. There are two different ways to rotate factors: orthogonal, which does not allow factor axis to be correlated and oblique, which does not maintain mathematical factor independence and allow them to be correlated. SPSS provides five different factor rotation options containing three orthogonal (Quartimax, Varimax and Equimax) and two oblique (Direct oblimin and Promax) solutions. Real world data is always correlated at some amount, thus it would be irrational to choose one of orthogonal method. Distinguishing between Direct oblimin and Promax is more complicated as the difference between those is foggy. SPSS Statistics Base User’s Guide set out that Direct Oblimin method is available to manipulate delta, thus choosing more or less oblique rotation, while for Promax manipulation of kappa is available (Levesque & SPSS Inc., 2009). As explanation of the difference and rationality in manipulating delta or kappa is not explained in a traditional literature, more described Direct Oblimin method, with a default setting of delta equal zero was chosen. The last step before factor loadings can be used for further analysis is results validation. Factor loading shows correlation between variable and a factor, thus squared factor loading indicates variables’ amount of variance accounted by the factor (minimal requirement to be considered significant is 0.3 – 0.4 loading). Another thing worth consideration is communalities, which identify each variable’s amount of variance loaded on the factor (preferably should be not less than 0.5). Small values of communalities should be a signal that variable has no sufficient explanation. Factor cross-loading is frequent and normal appearance for a real world data, therefore should not be rejected, but it is advisable to check that loadings for one variable on a different factors would have a gap of at least 0.2. After completing factor analysis, the loadings are saved as variables for regression. Creation of a single complex measure containing several individual variables is known as summated scale concept. This concept, used together with theoretical justification, has several benefits: - Reduces measurement error probability – this is done by “using multiple indicators (variables) to reduce the reliance on a single response. By using the average or 34 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value typical response to a set of related variables, the measurement error that might occur (…) will be reduced” (Hair et al., 2006). - Several variables, which have the same concept, are presented by a single factor. This is very useful, especially when number of variables to be included in multivariate regression is large. Even though statistically significant results may appear, interpretation of such model becomes complicated, and the desirable result hardly can be seen. Therefore combining variables in some groups according to common feature makes regression simpler and better understandable. 3.6 Multiple Linear Regression After original variables have been summarized to factors, the results can be used for a multiple linear regression. As statistical original data pre-check (test for normality, heteroscedasticity, multicollinearity) was already done before performing factor analysis, and loaded factors were validated, following multiple regression analyzing the relationship between company value as dependant variable and SOX, together with the three factors, as independent variables, can be run: Tobins_Qi,t = β0 + β1 Dummy_SOXi,t + β2 Factor_1i,t + β3 Factor_2 i,t + β4 Factor_3 i,t + ε i,t Where: Tobins_Qi,t : represents measure of company (i) value in year (t); Dummy_SOXi,t : an independent dummy variable representing SOX. It was given value 1 for SOX applicable companies (the ones cross listed in NYSE, and only since 2002), and value 0 for SOX non applicable companies (all LSE cross listed, and NYSE cross listed before 2000). Factor_1i,t : Represents the first factor loadings for company (i) value in year (t). Factor _2i,t : Represents the second factor loadings for company (i) value in year (t). Factor_3i,t : Represents the third factor loadings for company (i) value in year (t). ε i,t : represents random error. Factors will be loaded from these variables: - ROA : represents companies assets profitability in generating revenue. - ROE : represents corporate performance measured by return on equity. - ROE of previous year : represents corporate performance for previous year measured by return on equity of previous year. - Net Profit Margin : represents companies’ profitability. 35 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value - Liquidity : representing ability to meet short term liabilities through cash flow. - Cash Flow : represents cash flows from operations scaled to assets. - CAPEX : represents companies investments to long term assets. - Sales Growth : Represents the percentage annual change in growth of sales. - Size : represented by companies’ total assets. - Leverage : represents level of the debt used for companies’ performance. - Tangibility : represents level of tangible assets and borrowing possibilities. - Dividend Yield : represents amount of dividends paid. After regression is run, to solve residual autocorrelation problem AREG (autoregression) procedure estimating true regression coefficients with first-order autoregressive errors AR(1) have been used. This is a useful tool, as time series data usually have some trend caused by outside factors. In case series have the same trend, correlation will appear regardless causality. There are three algorithms for serial correlation removal: Prais-Winsten, CochraneOrcutt (in both cases regression is transformed) and Maximum-likelihood estimation (follows ARIMA (1, 0, 0) algorithm). Prais-Winsten and Maximum-likelihood methods were applied. 36 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 4. Empirical Results The result part of the Thesis provide empirical research findings, and will be organized following. Firstly, statistical data analysis is provided, including normality and correlation tests. Afterwards, specific tests for factor analysis possibility are described. Next trace the results of parallel analysis together with discussion on number of factors to extract. Then factor analysis output and its relevance for further analysis is presented, followed with multiple linear regression and its transformation results. Finally, hypothesis is checked to answer the research question. 4.1 Data Analysis of Selected Variables The first thing to do before starting research is to make sure data sample is sufficient for the selected approach. As it was described in a methodological part, the minimal sample size requirement is 10:1 ratio, but preferably it should be at least 30:1 cases per item. The actual data sample contains 49 NYSE and 49 LSE cross listed companies with records for 11 years, which is 1078 observations in total. There will be 12 variables analyzed, so the sample size is a 90:1 ratio of observations for each. This is an appropriate sample size for factor analysis to perform. However, some further statistical considerations have to be done. 4.1.1 Descriptive statistics Data analysis and check for the fundamental statistical assumptions is the next step before constructing a statistical model. As Tobin’s Q is dependant variable, data analysis starts with change in value reassessment for both NYSE and LSE cross listed firms (Figure 4). Figure 4. Change in NYSE and LSE cross listed companies Tobin’s Q 37 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value It is visible that there is no clear trend or obvious difference between SOX applicable and non applicable companies Tobin’s Q. Evident decreases in 2002 and 2008 is seen, but it goes without saying these are consequences of collapses, caused by Technology and Housing bubbles. Therefore, deeper analysis of other ratios having impact on Tobin’s Q is needed. Descriptive statistics of variables were performed and is presented in Appendix 4. Since the main interest of this Thesis is effect of SOX, for comparison data sample was divided into 3 parts: the first consists of data for firms cross listed in LSE (named “SOX not applicable”), the second one of data for NYSE cross listed firms before 2002 (named “Before SOX”) and the last one of NYSE cross listed firms after 2002 (named “After SOX”). Mean, standard error of mean, median and standard deviation was calculated for all groups. Table 2 represents comparison of NYSE cross listed companies ratios in before SOX and after SOX periods. Tobin’s Q apparently increased after SOX from 1.7954 to 1,9221 (by 12.67%). Deeper analysis also indicates other variables growth during compared periods: liquidity increased by 10.78%, ROE by 10.06%, net profit margin by 3.55% and ROA by 2.29%. Sales growth is the only ratio which, although slightly, but decreased by 0.07%. Table 2. NYSE cross listed firms mean ratios before and after SOX NYSE cross listed companies Before SOX After SOX Difference Tobin's Q 1.7954 1.9221 12.67% Liquidity 0.4357 0.5435 10.78% Cash Flow 0.1078 0.1255 1.77% CAPEX 0.0934 0.1058 1.24% Sales Growth 0.1046 0.1038 -0.07% ROA 0.0490 0.0719 2.29% ROE 0.0929 0.1935 10.06% ROE previous year 0.1723 0.1799 0.76% Net Profit Margin 0.0750 0.1105 3.55% Size (Assets) 0.4122 0.4285 1.64% Leverage 0.2960 0.3151 1.90% Tangibility 0.6390 0.6429 0.39% Dividend Yield 0.0295 0.0301 0.06% Table 3 shows LSE and NYSE companies’ descriptive analysis before and after SOX. It is evident difference in Tobin’s Q during post SOX period (23.10%), though difference between 38 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value cross listed firms value is also observed during pre SOX period (8.53%), hence overall increase is 14.57%. Highlighting gaps among other ratios during before SOX period are following: Assets were 10.58% higher, Leverage and CAPEX were 7.37% higher and Tangibility was also higher by 5.14%, meanwhile Sales growth was 6.58% lower. While analyzing after SOX period main differences appears in 10.81% higher Assets, 8.96% higher CAPEX, increased ROE for current and previous year (accordingly 5.75% and 5.91%), also 5,16% higher Tangibility. Table 3. NYSE and LSE cross listed firms mean ratios before and after SOX 2000 – 2002 LSE NYSE Tobin's Q 1.7101 1.7954 Liquidity 0.4542 Cash Flow 2003 - 2010 Difference Difference Change in Difference LSE NYSE 8.53% 1.6911 1.9221 23.10% 14.57% 0.4357 -1.85% 0.5240 0.5435 1.94% 3.80% 0.0804 0.1078 2.74% 0.0962 0.1255 2.93% 0.18% CAPEX 0.0197 0.0934 7.37% 0.0162 0.1058 8.96% 1.59% Sales Growth 0.1704 0.1046 -6.58% 0.1048 0.1038 -0.10% 6.48% ROA 0.0321 0.0490 1.69% 0.0409 0.0719 3.10% 1.41% ROE 0.0785 0.0929 1.44% 0.1360 0.1935 5.75% 4.30% ROE previous year 0.1529 0.1723 1.94% 0.1208 0.1799 5.91% 3.97% Net Profit Margin 0.0472 0.0750 2.78% 0.0809 0.1105 2.96% 0.18% Size (Assets) 0.3064 0.4122 10.58% 0.3204 0.4285 10.81% 0.23% Leverage 0.2224 0.2960 7.37% 0.2654 0.3151 4.97% -2.40% Tangibility 0.5876 0.6390 5.14% 0.5913 0.6429 5.16% 0.02% Dividend Yield 0.0273 0.0295 0.22% 0.0285 0.0301 0.17% -0.05% In general, analyzing change in difference between variables is more meaningful, as it eliminates initial inequality of sample firms. Thus, biggest positive shift appears in Sales growth (6.48%), also in ROE (4.30% for current, and 3.97% for previous year) and Liquidity (3.80%). Considering variables by groups, one could notice that ratios representing firm’s capital and performance increased, while representing riskiness increased very slightly or even decreased. 4.1.2 Normality and trend analysis Independent samples t-test was performed in order to test if there exists statistically significant difference in mean and variance of Tobin’s Q ratio before and after SOX. Two 39 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value variables for the analysis were taken – Tobin’s Q and dummy SOX. Null hypothesis of the test says there is no significant difference in variance and mean of these variables. Table 4, representing group statistics for the variables, shows mean of SOX applicable observations is notably higher (0.225) compared to non applicable ones (0.1817). Table 4. Tobin’s Q independent sample t-test Dummy _SOX N Mean Std. Deviation Std. Error Mean 1 441 0.22526939 0.21335161 0.01015960 0 637 0.18174304 0.21202439 0.00840071 Tobins_Q Levene’s test for equality of variances (see Table 5) takes p-value of 0,984, therefore null hypothesis cannot be rejected. As equal variances are assumed, means can be also compared. Mean difference (0.0435) at the value of t = 3.305 is statistically significant (p-value is 0.001), accordingly null hypothesis for equal means is rejected. Consequently, it appears significant difference in means for SOX applicable and not applicable firms Tobin’s Q exists. Table 5. Levene’s test for equality of variances Levene's Test for Equality of Variances Tobin’s Q Equal variances F Assumed .000 Not assumed Sig. t t-test for Equality of Means Df 95% Confidence Interval of the Difference Sig. (2Mean Std. Error tailed) Difference Difference Lower Upper .984 3.305 1076 .001 .043526 .013167 .017685 .069364 3.302 .001 .043526 .013182 .017655 .069397 942 Data analysis continues with variables testing for normality. Both Kolmogorov-Smirnov and Shapiro-Wilk tests were run to see if data is normally distributed (results presented in Appendix 5). Null hypothesis for both tests say data is normally distributed, and p-value should be lower than 0.05 to reject it. As all p values are very small, null hypothesis cannot be rejected, what means data is not normally distributed. To identify potential issues, a closer look to each variable distribution is needed, so that histograms including normality trends are presented in Appendix 6. Distribution of Tobin’s Q and Assets are the closest to normal, however the first one is a bit positive skewed and the second is platykurtic. ROE, Cash flow and Sales growth shows leptocurtosis. Also leptokurtic distribution is observed for ROA, CAPEX, Dividend yield and Liquidity, just first two are also skewed negatively, and the second ones skewed positively. Skewness is also observed for the last two variables: positive for Leverage and negative for Tangibility. 40 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Although variables are not normally distributed, “for sample sizes that are sufficiently large, violation of the normality assumption is virtually inconsequential. Appealing to a central limit theorem, the test statistics will asymptotically follow the appropriate distributions even in the absence of error normality” (Brooks, 2008). What is more, to perform factor analysis only correlation between variables is initial premise, and should be considered uppermost: “The underlying statistical assumptions influence factor analysis to the extent that they affect the derived correlations. Departures from normality, homoscedasticity, and linearity can diminish correlations between variables” (Hair et al., 2006). 4.1.3 Correlation among selected variables In terms of intercorrelation among variables two conditions should be fulfilled before performing factor analysis: all correlations cannot be very small (at least some variables with correlation greater than 0,3 exists) and correlations cannot be equal. In other words – to verify variables are related and structure exists, thus they can be grouped. SPSS provides three different bivariate correlation measures: Pearson’s, Kendall’s Tau and Spearman’s rho. As the last two are better to use with rank ordered or ordinal scale (non parametrical) data, Pearson’s correlation was chosen for further analysis. Cross – correlations between all variables which will be used for further analysis is presented in Appendix 7. Although the vast majority of correlation coefficients do not appear to be large, they are big enough for factoring. As correlation significance should be also considered, p-values were also added to correlation matrix. Majority of p-values being very small confirms presence of significant (at the 0.01 level, 2-tailed) relationship between variables. Significant positive relationship appears between Tobin’s Q and ROE (0.239), ROE of previous year (0.190), ROA (0.176), CAPEX (0.178), Cash flow (0.132) and dummy variable SOX (0.100), while with company size (-0.121), leverage (-0.070), dividend yield (-0.317), liquidity (-0.066) and tangibility (-0.268) negative correlation observed (see Table 6). Taking a deeper look to correlation measures, one can notice that in general most of coefficients are higher among variables, rather than between variables and Tobin’s Q. This is a supplementary argument for grouping ratios. 41 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value CAPEX Size 0.18 -0.12 -0.26 0.08 0.05 0.14 0.04 0.16 -0.02 0.16 1.00 0.11 1.00 Leverage -0.07 -0.07 0.09 0.07 -0.19 -0.01 0.26 1.00 Sales Growth Dividend Yield Cash Flow Liquidity 0.03 -0.32 0.13 -0.07 -0.27 0.07 0.00 0.24 0.29 0.04 0.06 0.12 0.34 0.16 -0.04 0.01 0.11 0.29 0.13 -0.01 0.15 0.06 0.49 0.36 -0.04 -0.06 0.07 0.01 -0.21 -0.22 -0.09 0.31 0.20 -0.00 0.32 -0.09 0.13 -0.10 -0.12 0.38 Tangibility ROA 1.00 -0.06 0.12 0.19 0.05 1.00 0.16 0.04 0.13 1.00 0.69 0.07 1.00 0.21 Tangibility 1.00 Liquidity 1.00 0.33 Cash Flow 1.00 0.38 0.57 Dividend Yield 0.35 0.13 0.61 Sales Growth Leverage 0.24 0.19 0.18 ROE (prev. year) ROA Size 1.00 CAPEX Net Profit Margin 1.00 0.03 Tobin's Q Net Profit Margin ROE ROE Tobin's Q ROE (prev. year) Table 6. Variables correlation coefficient matrix 1.00 An additional test to check correlation significance among variables and relevance for factoring is by analyzing partial correlations, what means analyzing the part of correlation which is not substantiated considering the effect of other variables. Partial correlations values, opposite to normal correlation values, should be small, otherwise it means that variables cannot be explained by other variables. Thus Anti-image correlation matrix, which provides negative value of partial correlation, was run (see Appendix 8). Values of the diagonals fall between 0.504 (for CAPEX) and 0.820 (for ROE), and satisfy theoretical requirement of being not less than 0.5. Testing multicolinearity is not that important, as in factor analysis “some degree (…) is desirable, because the objective is to identify interrelated sets of variables” (Hair et al., 2006). Table 7. Kaiser Meyer Olkin and Bartlett sample adequacy test Kaiser-Meyer-Olkin Measure of Sampling Adequacy. Bartlett's Test of Sphericity Approx. Chi-Square df Sig. 0.637 3371.407 66 0.000 Another two steps in terms of intercorrelation measure for factor analysis validation was taken. The first one is Kaiser Meyer Olkin test for measurement of sampling adequacy, which as it is shown in table 7, is 0.637 (satisfies the minimum requirement of 0.5), and means intercorrelation level between variables is appropriate for factor analysis. The second - 42 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Bartlett test of sphericity – confirms there is a statistically significant correlation among at least some of the variables in the correlation matrix, as the p-value is very small. Thus, data sample is appropriate for factor analysis. 4.2 Factor Analysis After all necessary assumptions were revised, common factor analysis can be performed with intention to find shared variance among variables. Hereinafter will be described number of factors selection process, matrix extraction and validation process, also the results found. 4.2.1 Parallel analysis Following the simplest approach on deciding for the proper numbers of factors to extract, the results suggest there are 4 factors with eigenvalues greater than 1. As this method was broadly criticized, parallel analysis for specification was performed. The script written by O’Connor, (2000) was used for Monte Carlo simulation run. Following strings were added to the script: - Number of cases – 1078 (according to the real data size); - Number of variables – 12 (according to the real number of variables); - Number of data sets – 5000 (literature suggests this is enough, as larger number of simulations would not give a different result); - Random data distribution percentile – 95; - Common Factor Analysis method; - Raw data permutation. Figure 5 represents randomly generated eigenvalues against the actual estimated eigenvalues based on data sample correlation matrix. From the sample output it is clearly seen there are even five latent roots from real data greater than adequate random data 95 percentile distribution eigenvalues. 43 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Figure 5 Parallel analysis Nevertheless, it is advisable to consider if the small values (closest to randomly generated) should be ranked as factors, as it can be simply correlated residuals and not the real factors. What is more, in most literature it is recommended not to extract factors with a very small number of variables loaded, and some sources even say the minimum is 5 variables for 1 factor (Hair et al., 2006). Whereas the actual data sample consists of 12 variables, 3 factors (each loaded by 4 variables) were extracted. 4.2.2 Factor extraction and validation Maximum likelihood method was used to perform factor analysis and communality estimates are shown in Table 8. Initial communalities show which part of variables variance is shared with the remaining variables, in other words each item is regressed under all others, and the initial value presented is the R squared for that particular variable. Thus, it is visible that the biggest common variance is for ROA, which shares 63.2% of its total variance, the second largest is Cash flow with 61.9% shared variance, then Liquidity with 58.9% shared variance, and the remaining ones: Net profit margin (45.2%), ROE (42.3%), Tangibility (32.6%), Assets (30.3%), Leverage (28.4%), CAPEX (20.6%), ROE of previous year (20.1%), Dividend yield (12.0%) and Sales growth (6.7%). The last two are really small values, sharing a minor part of their variance, however seeing there is no common rule what should be included or excluded, and considering that the Anti-image correlation matrix reported 44 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value sufficient coefficients of the measures of sampling adequacy on a principal diagonal, these variables were left for further analysis. Table 8. Variable communalities estimates Initial Liquidity_OCF Cash_Flow Sales_Growth Net_Prof_Mar ROE_prev ROE ROA CAPEX log_Assets Leverage Dividend_Yield Tangibility Extraction .589 .619 .067 .452 .201 .423 .632 .206 .303 .284 .120 .326 .999 .577 .059 .378 .157 .374 .975 .055 .462 .309 .158 .279 In Table 9 results for the extracted common factors are presented. Looking at the initial eigenvcalues it can be seen there are four factors with eigenvalues greater than 1, but as parallel analysis suggested, 3 factors were retained. The variance accounted by each factor is set more or less gradually: for the first factor – 15.82%, for the second – 14.06%, and for the third – 9.99% (this is result of unrotated solution). Cumulative explained variance is 39.87%, but this should not be a case, as common factor and not principal component analysis were selected, therefore only common variance is being explained. The last column indicates the rotated sums of squared loadings, that is show factor loadings after pushing variance for more even distribution across factors. However, as there was no significant difference on initial variance loadings, the rotated result does not change dramatically. Table 9. Common factors accounted variance Initial Eigenvalues Factor 1 2 3 4 5 Total 2.977 1.807 1.473 1.123 .945 % of Variance 24.812 15.062 12.275 9.361 7.873 Extraction Sums of Squared Loadings Cumulative % 24.812 39.873 52.148 61.508 69.381 Total 1.899 1.687 1.199 45 % of Variance 15.821 14.057 9.995 Cumulative % 15.821 29.878 39.873 Rotation Sums of Squared Loadingsa Total 1.698 2.308 1.194 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Maximum likelihood approach also provides a unique test for goodness of fit test (see Table 10). In principle, this test is very similar to Bartlett's test of sphericity, and aims to check residuals correlation matrix for at least one significant correlation. From a statistical significance perspective this test shows there is still more shared variance which could be accounted for by extracting more factors. This was not done remaining on a safe side not to extract too weak factors, which indeed are not real. Table 10. Goodness of fit test Chi-Square df 555.650 Sig. 33 .000 Factor matrix shows initial variance loadings, but is hard to analyze because of uneven variance distribution (see Appendix 9). Since Oblique Direct oblimin rotation method was used, Pattern matrix is much more informative and reasonable to analyze. All three factor loadings can be clearly seen from Table 11. Table 11. Factor pattern matrix Factor 1 Liquidity_OCF Cash_Flow CAPEX Sales_Growth ROA ROE Net_Prof_Mar ROE_prev log_Assets Leverage Tangibility Dividend_Yield 2 .975 .561 -.239 .173 .024 -.057 .096 .004 -.124 -.105 .205 -.009 3 .085 .353 .055 .090 .986 .612 .585 .345 .230 -.135 -.074 .083 .136 .197 .024 -.110 -.164 .066 -.105 .158 .603 .529 .516 .379 The first factor mainly consists of Liquidity (0.975), Cash flow (0.561), CAPEX (-0.239) and Sales growth (0.173), the second of ROA (0.986), ROE (0.612), Net profit margin (0.585) and ROE of previous year (0.345), the third of Assets (0.603), Leverage (0.529), Tangibility (0.516) and Dividend yield (0.379). However, these described loadings indicate only the supreme part, and it can be seen all variables are loaded on all three factors, just with substantially lower amounts on the rest. In the ideal world each single variable loading should be done on a single factor, but this never happen with real data. In fact, results are not 46 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value concerning as there are no significant cross loadings (all variables are mostly loaded on one factor). The last considerable point in this part is correlation among factors. Table 12 provides correlation matrix, which indicates that Factor 1 and Factor 2 are positively correlated, and Factor 3 is negatively correlated with Factor 1 and positively with Factor 2. It is notable, that positive correlation between Factor 1 and Factor 2 is stronger than between Factor 2 and Factor 3. Table 12. Factor correlation matrix Factor Factor 1 Factor 2 Factor 3 Factor 1 Factor 2 Factor 3 1.000 .255 -.084 .255 1.000 .115 -.084 .115 1.000 Before concluding on correlation, factor loading signs should be also checked, but as all factors were loaded positively (except CAPEX in Factor 1, but this will be further examined in discussion part of Thesis), correlation matrix signs can be interpreted the way it is. 4.3 Multiple Linear Regression Model Conduct and Transformation Summated scales created from three factor loadings were used to conduct multiple linear regression. Since correlation coefficients between factor loadings are low, the newly created items can be considered as valid. Reliability test was also performed for each factor. The result is shown in Appendix 10 indicates that Cronbach's Alphas for factors meet minimum requirement to be as high as 0.50 (accordingly 0.507, 0.570 and 0.671). Null hypothesis of multiple linear regression says there is no significant relationship between corporate value (Tobin’s Q), the three loaded factors and dummy variable SOX. The test was performed, and model summary is presented in Appendix 11. Although adjusted R Square says model is good enough, as 83.3% of Tobin’s Q variability is accounted by selected variables, the results of Durbin-Watson test indicates there might be serial correlation problem. Ideally this test should take value 2, and acceptable range is between 1.5 and 2.5. However, in conducted model value is 0.692 and this should be a concerning sign. 47 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Residuals autocorrelation can be a subsequent of strong relationship between one year figures to another (usually when dependant variable is lagging). A solution for this problem is models using first differences. These approaches are based on assumption that a change of independent variable from one year to another should be related to the dependent variable yearly change. “Transformations of the regression equation with autocorrelated errors may render those errors independent of one another and may permit best linear unbiased parameter estimation” (Yaffee & McGee, 2000). Two transformation methods were tested for model correction: Prais-Winsten and Exact maximum-likelihood estimation, which is based on ARIMA (1, 0, 0) approach. Both attempts were successful, and produced very similar results (estimated betas are the same). Due to more readily comprehensible output, Prais-Winsten method is further analyzed, and output of Exact maximum-likelihood estimation is available in Appendix 12. Successfully reconstructed model summary is presented in Table 13. Table 13. Autoregressed model fit summary R R Square Adjusted R Square Std. Error of the Estimate Durbin-Watson .893 .798 .797 .069 2.090 It appears that serial correlation problem was solved, as now Durbin-Watson test takes almost perfect value of 2.09. R square parameter still shows model is good enough, as 79.8% of Tobin’s Q variability is accounted by three factors and SOX. Adjusted R square is lower than original (it takes sample size into account), but the difference is very low, because of small standard error of the estimates. Collinearity statistics can be found in the Regression model summary presented in Appendix 11 and shows results of two tests: Tolerance and VIF. As these tests on principle report the same result (VIF is a function of Tolerance test), for interpretation simplicity only Tolerance test results are analyzed. All numbers are as high as 0.95 meaning that all independent variables’ unique variance is at least 95% and cannot be predicted by other independents’ variance. This ratio is assumed to be concerning only when it is less than 0.2, therefore no multicollinearity problem is identified. The last and most important part is estimated regression coefficients (see Table 14). 48 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Table 14. Prais-Winsten estimated regression coefficients Unstandardized Coefficients Dummy _SOX CAPITAL PERFORMANCE RISK (Constant) Standardized Coefficients B Std. Error Beta t Sig .028 .031 .063 -.177 .188 .012 .003 .003 .003 .008 .033 .180 .313 -.840 2.369 12.392 21.523 -61.051 24.910 .018 .000 .000 .000 .000 It appears that all independent variables are statistically significant, as shown by both tests: tstatistics do not fall within the range of -2 to 2, and p-values are less than 0,05. Estimated coefficients were added to multiple linear regression following: Ln (Tobins_Qi,t) = 0.188 + 0.033 Dummy_SOXi,t + 0.180 CAPITALi,t + + 0.313 PERFORMANCE i,t – 0,840 RISK i,t Results disclose there are two factors which affect corporate value (Tobin’s Q) positively, and one which affect negatively. However, beta (also unstandardized coefficient) of a negative factor is significantly larger (0.180, 0.313 and -0.840 respectively), thus we indicate this factor has stronger effect on Tobin’s Q. It can be also seen that SOX, even though with very small standardized coefficient (0.033) had a significant positive impact on corporate value. Regression residuals were checked under normality assumption, and it is seen in Appendix 13 this is not violated. However, standardized residual plots against predicted values show independence assumption is violated. The ANOVA test (see Appendix 14) shows how overall model fits data, and observed p-value is less than 0.01. Thus, the hypothesis is accepted, concluding there is the significant relationship between SOX, summarized variables and European companies’ corporate value. 49 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 5. Discussion This part of the Thesis provides overview and discussion on the most significant empirical research findings. Further synthesis with literature review on SOX impact to companies’ value is done. Lastly, limitations of the study are analyzed and implications for further research suggested. 5.1 Significant Findings Overview and Interpretation Change in Tobin’s Q mean of NYSE and LSE cross listed firms over time is not readily observed. However, taking a deeper look it is noticeable there exists a significant difference in changes of means during pre SOX and post SOX periods: before 2002 NYSE cross listed companies had 8.53% higher Tobin’s Q, while during period 2002 – 2010 the difference increased to 23.10%. In addition, descriptive analyses confirmed there is a significant difference in means, but no significant difference in variance. What is more, important differences are observed in other ratios shifts too. Sales growth for NYSE cross listed companies was 6.58% lower before SOX, while during after SOX period it almost equalized (difference -0.10%), being a signal of better growth opportunities. Positive changes are also observed in corporate governance, as difference between ROE increased by 4.30% and 3.97% for current and previous year accordingly. Another meaningful change observed in Liquidity ratio, as it was lower (1.85%) for NYSE cross listed firms in pre SOX period and higher (1.94%) in post SOX period. Generally it shows SOX applicable companies have improved the ability to meet liabilities and pay off debt timely. Shift in Leverage ratio is also worth mentioning, as it was the only ratio of SOX applicable companies, which decreased from 7.37% to 4.97%. This indicates substantially lower SOX compliant firms’ riskiness as a consequence of tightened requirements and personal management responsibility. Figure 6 illustrates the generalized model for the unique contribution of each ratio to the Capital, Performance and Risk factors, which further have impact on companies’ corporate value. 50 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Figure 6 Generalized ratios’ impact on companies’ value The first factor named Capital basically shows companies disposable funds and consists of following ratios: Liquidity (0.975), Cash Flow (0.561), Sales growth (0.173), and CAPEX (0.239). Liquidity and Cash Flow ratios have significantly higher loadings, though these variables are dominant in Capital factor. It is notable that CAPEX was loaded negatively, which means ratios still vary together, but opposite directions, if CAPEX increases, Liquidity and Cash Flow decrease. The second factor entitled Performance represents firms’ management and profitability and is composed of following ratios: ROA (0.986), ROE (0.612), Net Profit Margin (0.585) and ROE of previous year (0.345). Assets profitability measure is clearly dominant in this factor, however other variables have relatively high loadings too. The third factor is named Risk and reflects companies’ debt level and borrowing possibilities. The composition of ratios is following: Size represented by total assets (0.603), Leverage (0.529), Tangibility (0.516) and Dividend yield (0.379). No clear hierarchic structure is identified among variables loadings on this factor, thus all ratios have similar magnitude on firms’ riskiness. In terms of correlation among factors, the highest (0.255) is observed between companies’ Capital and Performance. The latter is also positively correlated (0.115) with Risk factor, 51 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value while Capital is negatively (-0.084) related to riskiness. Thus, the better is corporate management, the larger are firms’ disposable funds, and the lower need for borrowing. From factor loadings created summated scales were used for further analysis. This is a relevant option not only because of simplifying further results interpretation and transparency, but also this method reduced reliance on a single variable, this way reducing measurement errors (such as differences in accounting rules applied) probability. CAPEX was the only variable loaded negatively, therefore while creating summated scales distribution of this ratio was reversed, still keeping distribution characteristics. The results of multiple linear regression indicated Capital, Performance and Risk factors together with dummy variable SOX account for 83.3% of Tobin’s Q variability, but serial correlation problem appeared. This is a usual phenomenon, as time series data might have a trend caused by outside factors, and if series move the same trend correlation appears regardless causality. Looking at Tobin’s Q time series graph (figure 4) for NYSE and LSE cross listed companies, a clear trend caused by macroeconomic factors was observed: both ratios move together with a significant decrease in 2001 - 2002 caused by Dot-com bubble burst, traced with increase during 2003 – 2007 explainable by Real Estate bubble and decline in 2008 – 2010 due to Financial crises. Regression transformation for residual autocorrelation removal, using first-order autoregressive errors provided linear unbiased parameter estimations. In the transformed model independent variables still account for 79.8% variability of corporate value, and is slightly lower than original, due to small standard errors of estimates. The most important finding of this research is regression coefficients, showing the impact of each factor to corporate value. The unstandardized coefficients are measured the same way as variables and show difference in Tobin’s Q per unit change in Capital, Performance or Risk. These coefficients are good to analyze for prediction purposes, but as the interest is in historical impact and factors strength comparison, standardized coefficients were considered. The results indicate there is significant positive relationship between corporate value and SOX (β1 = 0.033), also between corporate value and Capital (β2 = 0.180), and between corporate value and Performance (β3 = 0.313), while significant negative relationship between corporate value and Risk (β4 = -0.840) appears. 52 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 5.2 Discussion on Research Findings in Context of Literature Reviewed It is consequential to start overview by verifying the research findings with original SOX act titles’ intentions, which had direct impact on company value. Thus, the purpose of the second title of the Act is to lessen fraud possibilities, and yet the overall increase in Capital factor (especially cash flows) is observed. Title three seeks to increase management responsibility and thus better results appear in higher Performance factor. The fourth title refers to enhanced internal controls process resulted in huge time and resources spending on implementation what had effect on decreased sales growth and capital investment. Criminal penalties and fines, described in the last titles of the Act, decreased cross listed firms Risk factor, and this can be seen from the lower leverage ratio. In context of other researches analyzing SOX impact to corporate value, contradictory results were found. The Thesis provided empirical evidence on SOX positive effect to corporate value contributing to Duarte et al., (2007), Leuz, (2007) and Berger et al., (2005). In general, the Act increased trust in public firms and investors’ value increased more in managers’ accountability, then costs of less concentrating on business and innovation. Contrary, opponents found SOX was ineffective, unnecessary and extremely costly overreaction (Ribstein, (2005); Romano, (2005)), as it was proposed in a rush and lack of debate, trying to calm the media frenzy over huge corporate scandals. Doidge et al., (2004) also concluded on negative SOX impact to foreign cross listed firms’, stating Tobin’s Q was 16,5% higher before SOX. However, this research was done just couple years after SOX, and possibly only high compliance costs and no benefits were considered. Litvak, (2007) also observes negative SOX effect, but notices it was much bigger for riskier companies. This partially coincide to this Thesis results, as it also shows decreased leverage level and at the same time increased Tobin’s Q. Similar findings were done by Kang & Liu, (2010), saying riskier firms became more careful on their spending decisions after SOX. However, authors find that investment level also decreased, while Thesis result suggest NYSE cross listed firms CAPEX, compared to LSE, increased. This also contradicts to Gompers & Ishii, (2003) results, which say capital expenditures dropped down. Sustaining to this study findings, Doidge et al., (2009) and Duarte et al., (2007) confirm on positive relationship between SOX and corporate performance. The positive effect of SOX appears in increased investors’ value through better corporate performance and cross-listing 53 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value premium, as SOX reduces controlling shareholders ability to extract private benefits. However, Zhang, (2005) end up with different conclusions, proposing firms do not benefit from tightened governance. Considering Capital factor Thesis findings are diverse to Ahmed et al., (2010) who observe significant decrease in firm cash flow and profits. Although these two ratios stayed almost at the same level as before SOX, still slight increase is observed. Iliev, (2010) also found that SOX (particular section 404) caused significantly higher indirect costs, and decrease in cash flows. Overall SOX effect could hardly be measured at this time, though the Act definitely had both benefits and costs, but these cannot be accurately weighted (Prenice & Spence, (2007). Even some common tendency in reviewed researches results, according to the aging, can be noticed – the later research done, the more likely positive effect is found. In addition, “invisible” value also should not be forgotten, as SOX “helped to disclosure some fraud cases and to discourage others” (Prentice, 2007). Researches investigating firms’ cross listing decisions found that in the next few years after SOX was passed there was increase in New York stock exchange (NYSE) number of delisted companies, while at the same time LSE listing increased. However, still no evidence was found that NYSE became less competitive in the global market, as significant governance benefit for companies remains and listing premium did not fall (Doidge et al., 2009). Moreover, it seems U.K. is going the same direction – recently UKLA passed a consultation paper, proposing much more rigorous requirements to market participants. If changes will be adopted the way it is proposed, companies listed in LSE will face a huge increase in internal controls documentation requirements. Critics already discuss on increased future costs and pure benefits, while upholders say changes are necessary. Either way, situation appears to be similar to the one that happened in U.S. ten years ago. Eugene Fama, after financial crises of 2008, generalized need of new rules saying a lot depends on people reaction, and nobody could say what regulations would be proper. The reason is that companies can always find a solution how to overcome a law, and “to do things that are in the letter of the regulations but not in the spirit” (Cassidy, 2010). Allan Greenspan endorses considering all depends on nature of human being, as some are with “enviable 54 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value standards”, and some “continuously seek to cut corners” (Greenspan, 2005). Regulations are created to set a standard and govern behavior, but they cannot change the substance. 5.3 Limitations and Implications After existing literature review was done and empirical research conducted, some limitations are identified together with suggestions for further implications. The first thing noticed while analyzing literature is contradicting results found on SOX impact to company value. Taken a deeper look, one could notice that researches with most different results were done at the earliest after SOX passed: Ribstein (2005), Doidge et al. (2004), Gompers & Ishii ( 2003), Romano (2005), Zhang (2005). Authors of these papers consider high costs which although are real, but overstated due to implementation period. What is more, benefits of the Act are most likely overlooked, as at that time it could be hardly seen. For further implication research by analyzing SOX effect dividing time into three following periods: before SOX, SOX implementation and after SOX could be done. This way the real costs and benefits of Act could be more precisely observed. Further, the research was restricted with analysis of SOX effect to large European companies, leaving on a side the ones cross listed in NYSE Arca, Euronext, Alternext and Amex, also LSE Alternative Investment Market. As SOX is applicable without any exception on company size, most possibly compliance costs were more significant to the small ones. A similar empirical research could be executed taking small companies for a sample. The last limitation was observed in Empirical Results part analyzing factors reliability. Relatively low Cronbach’s Alphas indicate created summated scales do not represent all concepts of companies’ Capital, Performance and Risk. There is definitely more variables which account for these factors. For further research, additional ratios sharing variance with extracted factors could be added, to increase concept reliability. 55 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 6. Conclusions The Thesis aimed to verify the hypothesis, whether financial markets regulating law, the Sarbanes-Oxley Act of 2002, together with representative factors, have impact on European companies’ corporate value. To answer the research question, different variables for period 2000 - 2010 affecting firms’ value were selected and analyzed. The sample was constructed by matching SOX compliant NYSE cross listed European firms according to their size and industry with LSE European cross listed firms, for which the Act is not applicable. The reviewed literature provides diverse beliefs on overall costs and benefits of the Act. Critics argue it was enough to apply the existing laws properly, and SOX was simply expensive overregulation, meanwhile the others upheld opinion the Act improved corporate performance and accountability, recovered investors confidence and improved financial markets’ efficiency. Contradictory results most likely appear due to different companies selected for data sample and different ratios selected to represent the same features. To identify SOX effect and to avoid variables diversity bias, most frequently analyzed ratios were identified. Parallel analysis revealed there exists three common factors with shared variance among variables. Factor analysis generalized several dimensions into three summated scales. The first factor is named Capital and represents company’s disposable funds. It was loaded by shared variance of Liquidity, Cash Flow, CAPEX and Sales Growth ratios. The second factor shows corporate profitability and was entitled as Performance. This one contains common variance of ROE for current and previous year, ROA and Net Profit Margin. The last factor is named Risk, and represents firms’ debt level and borrowing possibilities. It consists of Size (represented by total assets), Leverage, Tangibility and Dividend Yield ratios shared variance. The results of multiple linear regression indicate SOX together with Capital and Performance factors have significant positive effect on European companies’ corporate value (measured by Tobin’s Q ratio), while Risk factor have significant negative effect. However, relatively low Cronbach’s Alpha indicate factors do not represent all concepts of firms’ Capital, Performance and Risk, therefore further research by adding more ratios with shared variance could be done. Also, a separate analysis for small European SOX compliant companies would be purposeful (the research considered only large companies), as the Act could have different effect on those. What is more, some tendency in reviewed researches results according to the aging was observed, as the later research is done, the more likely 56 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value positive effect is found. Therefore, further analysis separating periods to before SOX, SOX implementation and after SOX would be a rational way to identify compliant costs and benefits more precisely. Overall, it is clear SOX effect on corporate value was not consistent. 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NYSE cross - listed companies selection Industry Basic Materials Consumer Goods Consumer Services Health Care Industrials Oil & Gas Technology & Telecommunications Utilities Sector Basic Resources Basic Resources Basic Resources Basic Resources Chemicals Automobiles & Parts Food & Beverage Food & Beverage Food & Beverage Food & Beverage Food & Beverage Personal & Household Goods Personal & Household Goods Media Retail Retail Travel & Leisure Travel & Leisure Health Care Health Care Health Care Health Care Health Care Health Care Construction & Materials Construction & Materials Industrial Goods & Services Industrial Goods & Services Industrial Goods & Services Industrial Goods & Services Oil & Gas Oil & Gas Oil & Gas Oil & Gas Oil & Gas Oil & Gas Oil & Gas Technology Technology Technology Technology Telecommunications Telecommunications Telecommunications Telecommunications Telecommunications Telecommunications Utilities Utilities Company name ArcelorMittal Tenaris S.A. Rio Tinto PLC BHP Billiton PLC Syngenta AG Autoliv Inc. Anheuser-Busch InBev N.V. Coca-Cola Hellenic Bottling Co. S.A. Unilever N.V. Diageo PLC Unilever PLC Luxottica Group S.p.A. Natuzzi S.p.A. Pearson PLC Philips Electronics NV Delhaize Group InterContinental Hotels Group PLC Carnival PLC Novo Nordisk A/S Sanofi Fresenius Medical Care AG & Co. KGaA Novartis AG GlaxoSmithKline PLC AstraZeneca PLC CRH PLC Chicago Bridge & Iron Co. N.V. Siemens AG Tsakos Energy Navigation Ltd. CNH Global N.V. ABB Ltd. Total S.A. CGG Veritas ENI S.p.A. Statoil ASA BP PLC BG GROUP ENSCO PLC Nokia Corp. Alcatel-Lucent SAP AG STMicroelectronics N.V. France Telecom Telecom Italia S.p.A. Portugal Telecom SGPS S/A Telefonica S.A. Turkcell Iletisim Hizmetleri A.S. BT Group PLC Veolia Environnement S.A. National Grid PLC 64 Ticker MT TS RIO BBL SYT ALV BUD CCH UN DEO UL LUX NTZ PSO PHG DEG IHG CUK NVO SNY FMS NVS GSK AZN CRH CBI SI TNP CNH ABB TOT CGV E STO BP BG ESV NOK ALU SAP STM FTE TI PT TEF TKC BT VE NGG The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 3. LSE cross - listed companies selection Industry Basic Materials Consumer Goods Consumer Services Health Care Industrials Oil & Gas Technology & Telecommunications Utilities Sector Basic Resources Basic Resources Basic Resources Basic Resources Chemicals Automobiles & Parts Food & Beverage Food & Beverage Food & Beverage Food & Beverage Food & Beverage Personal & Household Goods Personal & Household Goods Media Retail Retail Travel & Leisure Travel & Leisure Health Care Health Care Health Care Health Care Health Care Health Care Construction & Materials Construction & Materials Industrial Goods & Services Industrial Goods & Services Industrial Goods & Services Industrial Goods & Services Oil & Gas Oil & Gas Oil & Gas Oil & Gas Oil & Gas Oil & Gas Oil & Gas Technology Technology Technology Technology Technology Technology Telecommunications Telecommunications Telecommunications Telecommunications Utilities Utilities Company name Svenska Cellulosa AB BHP Billiton Anglo American Antofagasta Johnson Matthey GKN Sabmiller Diageo Unilevered Associated British Foods Tate & Lyle Berkeley Group Hldgs Persimmon Daily Mail & General Trust Tesco Soco International Millenium & Copthorne Hotels Stagecoach Group Consort Medical PLC Bioquell BTG Dechra Pharmaceuticals Source Bioscience PLC Skyepharma Balfour Beatty Kier Group Smiths Group Weir Group IMI BBA Aviation PLC Premier OIL JKX Oil & Gas Fortune Oil Dragon Oil PLC Cairn Energy PLC Melrose resources AMEC PLC Sage Group Invesys PLC ARM HLDGS Imagination technologies group Spirent communications Laird PLC Cable & Wireless communications Telecom Plus KCOM Group PLC Vodafone Group Centrica PLC Severent Trent 65 Ticker SCAA BLT AAL ANTO JMAT GKN SAB DGE ULVR ABF TATE BKG PSN DMGT TSCO SIA MLC SGC CSRT BQE BGC DPH SBS SKP BBY KIE SMIN WEIR IMI BBA PMO JKX FTO Dragon Oil Energy PLC MRS AMEC SGE ISYS ARM IMG SPT LRD CWC TEP KCOM VOD CNA SVT The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 4. Data sample descriptive statistics N SOX applicable Before SOX After SOX Mean Std. Error of Mean Valid Missing not log_Tobins_Q 539 0 .1747662218 .00887859470 .1463731688 .20612877102 Net_Prof_Mar 539 0 .0747843871 .02410414801 .0646944461 .55961090391 ROE 539 0 .1255744166 .01177862507 .1307550718 .27345695932 ROE_prev 539 0 .1146374693 .01195939895 .1285750875 .27765387314 ROA 539 0 .0392619195 .00630212414 .0533907036 .14631246806 CAPEX 539 0 -.1680620113 .01783024096 -.0511952183 .41395353432 log_Assets 539 0 .3178471548 .04091322171 .3259307121 .94985663759 Leverage 539 0 .2575721705 .00848447690 .2489848653 .19697878495 Sales_Growth 539 0 .1046670210 .00621175249 .1035854954 .14421436613 Dividend_Yield 539 0 .0282587368 .00122331852 .0253551254 .02840101977 Cash_Flow 539 0 .0933512630 .00384336973 .0942619707 .08922910733 Liquidity_OCF 539 0 .5113483750 .03176709691 .3617318436 .73751678796 Tangibility 539 0 .5906196824 .00985491857 .6359183424 .22879547055 log_Tobins_Q 98 0 .2201155586 .02418741712 .1604217396 .23944321335 Net_Prof_Mar 98 0 .0750064638 .01214191268 .0704074688 .12019880310 ROE 98 0 .0928848241 .02264267988 .1256995975 .22415109484 ROE_prev 98 0 .1722937343 .02595242515 .1519473640 .25691590132 ROA 98 0 .0489929670 .00687489439 .0467938681 .06805798225 CAPEX 98 0 -.0933914339 .01253205072 -.0762434523 .12406097261 log_Assets 98 0 .4121839044 .06700504664 .4164451246 .66331611992 Leverage 98 0 .2960399428 .01402503676 .2893103542 .13884078035 Sales_Growth 98 0 .1045883429 .00902229552 .1040378188 .08931616878 Dividend_Yield 98 0 .0295023565 .00626799067 .0143331655 .06204994193 Cash_Flow 98 0 .1078234640 .00659336286 .0964414145 .06527096226 Liquidity_OCF 98 0 .4356942876 .04199036331 .3325377302 .41568338901 Tangibility 98 0 .6390326120 .01694610170 .6605631735 .16775784802 log_Tobins_Q 441 0 .2252693931 .01015960051 .2083803481 .21335161068 Net_Prof_Mar 441 0 .1105014637 .00626258733 .0871938688 .13151433393 ROE 441 0 .1934912934 .01173366410 .1682104287 .24640694601 ROE_prev 441 0 .1798969175 .01185653319 .1644223958 .24898719700 ROA 441 0 .0719055869 .00315399532 .0657722145 .06623390173 CAPEX 441 0 -.1058017305 .00848632787 -.0565601793 .17821288522 log_Assets 441 0 .4285385202 .02953676801 .4369160175 .62027212816 Leverage 441 0 .3150579087 .00718564375 .3060329068 .15089851869 Sales_Growth 441 0 .1038489290 .00493113480 .1029016326 .10355383070 Dividend_Yield 441 0 .0301474432 .00190178183 .0208434092 .03993741848 Cash_Flow 441 0 .1254815444 .00300559448 .1174566043 .06311748411 Liquidity_OCF 441 0 .5434817370 .01844332962 .4817552144 .38730992210 Tangibility 441 0 .6428877811 .00750336340 .6600100567 .15757063131 66 Median Std. Deviation The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 5. Kolmogorov-Smirnov and Shapiro-Wilk normality tests Kolmogorov-Smirnova Statistic Net_Prof_Mar ROE ROE_prev ROA CAPEX log_Assets Leverage Sales_Growth Dividend_Yield Cash_Flow Liquidity_OCF Tangibility log_Tobins_Q .288 .157 .160 .194 .332 .061 .054 .144 .218 .090 .185 .078 .057 df Shapiro-Wilk Sig. 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 67 Statistic .348 .809 .807 .656 .342 .970 .924 .836 .618 .943 .721 .955 .969 df Sig. 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 .000 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 6. Probability distribution of variables 68 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value 69 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 7. Pearson’s correlation matrix ln_Tobins_ Net_Prof_ Q Mar ln_Tobins_Q ROE ROE_prev ROA CAPEX ln_Assets Leverage Sales_Growth Dividend_Yield ROE_prev ROA CAPEX ln_Assets Leverage Sales_Growt Dividend_Y h ield Cash_Flow Liquidity_ OCF Tangibility Dummy _SOX Pearson Correlation 1 .031 .239** .190** .176** .178** -.121** -.070* .034 -.317** .132** -.066* -.268** .100** Sig. (2-tailed) .315 .000 .000 .000 .000 .000 .022 .264 .000 .000 .030 .000 .001 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1 .346** .134** .606** -.265** .081** -.074* .072* .005 .239** .292** .044 .043 N Net_Prof_Mar ROE 1078 Pearson Correlation .031 Sig. (2-tailed) .315 N 1078 .000 .000 .000 .000 .008 .015 .018 .875 .000 .000 .152 .156 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation .239** .346** 1 .384** .574** .052 .137** .089** .065* .120** .341** .162** -.035 .138** Sig. (2-tailed) .000 .000 .000 .000 .089 .000 .004 .033 .000 .000 .000 .248 .000 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation .190** .134** .384** 1 .325** .041 .164** .075* .012 .110** .288** .135** -.013 .104** Sig. (2-tailed) .000 .000 .000 .000 .180 .000 .014 .693 .000 .000 .000 .661 .001 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation .176** .606** .574** .325** 1 -.017 .157** -.191** .145** .056 .495** .357** -.036 .134** Sig. (2-tailed) .000 .000 .000 .000 .581 .000 .000 .000 .064 .000 .000 .240 .000 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation .178** -.265** .052 .041 -.017 1 .115** -.014 -.065* .073* .014 -.215** -.218** .086** Sig. (2-tailed) .000 .000 .089 .180 .581 .000 .639 .034 .017 .637 .000 .000 .005 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation -.121** .081** .137** .164** .157** .115** 1 .264** -.093** .307** .198** -.003 .323** .488** Sig. (2-tailed) .000 .008 .000 .000 .000 .000 .000 .002 .000 .000 .912 .000 .000 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation -.070 * -.074 * .089 ** .075 * -.191 ** 1078 -.014 .264 ** Sig. (2-tailed) .022 .015 .004 .014 .000 .639 .000 N 1078 1078 1078 1078 1078 1078 1078 * * ** .072 .012 .145 .264 .018 .033 .693 .000 .034 .002 .003 N 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation -.317 Sig. (2-tailed) .000 .005 .120 .875 .000 .110 .000 ** .056 .073 .064 .017 -.093 1078 Sig. (2-tailed) ** -.065 * -.091 Pearson Correlation .034 ** .065 ** 1 * .307 .000 70 ** -.091 .126 .000 ** ** ** .126 ** -.101 ** -.116 ** .376 ** 1078 .144** .003 .000 .001 .000 .000 .000 1078 1078 1078 1078 1078 1078 1 -.062 1078 -.062 .041 * * .047 -.032 .000 .000 .123 .296 1078 1078 1078 1078 .161 .000 ** .195 ** .041 1 .119 ** .044 .133 .146 .000 ** 1078 .022 .465 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value N Cash_Flow Liquidity_OCF Tangibility Dummy _SOX 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation .132** 1078 .239** .341** .288** .495** .014 .198** -.101** .119** .161** 1 .689** .073* .186** Sig. (2-tailed) .000 .000 .000 .000 .000 .637 .000 .001 .000 .000 .000 .016 .000 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation -.066* .292** .162** .135** .357** -.215** -.003 -.116** .195** .044 .689** 1 .209** .036 Sig. (2-tailed) .030 .000 .000 .000 .000 .000 .912 .000 .000 .146 .000 .000 .232 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation -.268** .044 -.035 -.013 -.036 -.218** .323** .376** .047 .133** .073* .209** 1 .111** Sig. (2-tailed) .000 .152 .248 .661 .240 .000 .000 .000 .123 .000 .016 .000 N 1078 .000 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 Pearson Correlation .100** .043 .138** .104** .134** .086** .488** .144** -.032 .022 .186** .036 .111** 1 Sig. (2-tailed) .001 .156 .000 .001 .000 .005 .000 .000 .296 .465 .000 .232 .000 N 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 1078 71 1078 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 8. Anti-image covariance and correlation matrices Liquidity_ OCF Anti-image Covariance Anti-image Correlation Liquidity_OCF Cash_ Flow Sales_ Growth Net_Prof_Ma r ROE_ prev ROE ROA CAPEX log_ Assets Leverage Dividend_ Yield Tangibility .411 -.267 -.066 -.064 .012 .042 .001 .098 .113 .039 .013 -.131 Cash_Flow -.267 .381 .013 .065 -.060 -.048 -.086 -.063 -.105 .016 -.054 .051 Sales_Growth -.066 .013 .933 .035 .017 -.013 -.055 .010 .071 .036 .039 -.054 Net_Prof_Mar -.064 .065 .035 .548 .048 -.026 -.233 .183 -.031 -.030 .008 .021 ROE_prev .012 -.060 .017 .048 .799 -.140 -.066 .019 -.048 -.068 -.021 .044 ROE .042 -.048 -.013 -.026 -.140 .577 -.186 -.026 .037 -.151 -.047 .045 ROA .001 -.086 -.055 -.233 -.066 -.186 .368 -.053 -.053 .131 .027 -.001 CAPEX .098 -.063 .010 .183 .019 -.026 -.053 .794 -.096 -.010 -.027 .144 log_Assets .113 -.105 .071 -.031 -.048 .037 -.053 -.096 .697 -.104 -.171 -.210 Leverage .039 .016 .036 -.030 -.068 -.151 .131 -.010 -.104 .716 -.019 -.234 Dividend_Yield .013 -.054 .039 .008 -.021 -.047 .027 -.027 -.171 -.019 .880 -.034 Tangibility -.131 .051 -.054 .021 .044 .045 -.001 .144 -.210 -.234 -.034 .674 Liquidity_OCF .581a -.673 -.106 -.134 .020 .087 .002 .172 .211 .072 .021 -.248 Cash_Flow -.673 .632a .022 .143 -.109 -.103 -.229 -.114 -.203 .030 -.094 .100 Sales_Growth -.106 .022 .734a .049 .020 -.018 -.094 .012 .087 .044 .043 -.068 Net_Prof_Mar -.134 .143 .049 .648a .073 -.046 -.518 .278 -.050 -.048 .012 .034 ROE_prev .020 -.109 .020 .073 .820a -.206 -.121 .024 -.064 -.090 -.025 .060 ROE .087 -.103 -.018 -.046 -.206 .728a -.403 -.039 .058 -.234 -.066 .072 a ROA .002 -.229 -.094 -.518 -.121 -.403 .680 -.098 -.104 .254 .048 -.003 CAPEX .172 -.114 .012 .278 .024 -.039 -.098 .504a -.130 -.013 -.033 .196 a log_Assets .211 -.203 .087 -.050 -.064 .058 -.104 -.130 .580 -.147 -.218 -.306 Leverage .072 .030 .044 -.048 -.090 -.234 .254 -.013 -.147 .535a -.023 -.337 a Dividend_Yield Tangibility .021 -.094 .043 .012 -.025 -.066 .048 -.033 -.218 -.023 .737 -.044 -.248 .100 -.068 .034 .060 .072 -.003 .196 -.306 -.337 -.044 .524a 72 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 9. Unrotated common factor matrix Factor Liquidity_OCF Cash_Flow CAPEX Sales_Growth ROA ROE Net_Prof_Mar ROE_prev log_Assets Leverage Tangibility Dividend_Yield 1 2 3 .999 .693 -.214 .196 .371 .170 .300 .139 .000 -.119 .207 .045 -.015 .263 .069 .076 .915 .562 .536 .305 .178 -.154 -.123 .049 .000 .166 .069 -.122 -.010 .172 -.026 .212 .656 .521 .470 .392 73 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 10. Factor reliability check (Cronbach's Alpha test) Capital factor Cronbach's Alpha Cronbach's Alpha Based on Standardized Items N of Items .334 .507 5 Cronbach's Alpha Cronbach's Alpha Based on Standardized Items N of Items .015 .570 5 Cronbach's Alpha Cronbach's Alpha Based on Standardized Items N of Items .447 .671 5 Performance factor Risk factor 74 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 11. Multiple linear regression model summary and coefficients Change Statistics Model R Adjusted Std. Error of R Square R Square R Square the Estimate Change F Change df1 .833 1336.24 4 1 .913a .833 .832 .0874780 Unstandardized Coefficients Model B Std. Error (Constant) .193 .004 Dummy _SOX .017 .006 Factor 1 .036 Factor 2 Factor 3 Sig. Durbin- df2 Change Watson 1073 .000 .692 Standardized Coefficients Beta Collinearity Statistics t Sig. Tolerance VIF 54.973 .000 .039 3.066 .002 .950 1.053 .003 .162 12.685 .000 .961 1.041 .086 .003 .359 28.197 .000 .962 1.040 -.177 .003 -.818 -65.266 .000 .992 1.009 75 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 12. Estimated Maximum likelihood model description and fit Model Description Model Type Model ID Tobins_Q Model_1 ARIMA (1.0.0) Model Fit Percentile Fit Statistic Mean Stationary Rsquared R-squared RMSE MAPE MaxAPE MAE MaxAE Normalized BIC Minimum Maximum .897 .897 .897 .069 125.0 35151.3 .043 .497 -5.315 .897 .069 125.0 35151.3 .043 .497 -5.315 5 10 50 90 95 .897 .897 .897 .897 .897 .897 .897 .897 .069 .069 .069 125.0 125.0 125.0 35151.3 35151.3 35151.3 .043 .043 .043 .497 .497 .497 -5.315 -5.315 -5.315 .897 .069 125.0 35151.3 .043 .497 -5.315 .897 .897 .897 .069 .069 125.002 125.002 35151.371 35151.371 .043 .043 .497 .497 -5.315 -5.315 Model Statistics Model Fit statistics Ljung-Box Q(18) Model Number Predictors Tobins_Q-Model_1 4 of Stationary squared .897 RStatistics DF Sig. 22.261 17 .175 Number of Outliers 0 ARIMA Model Parameters Estimate SE Tobins_Q- Tobins_Q Model_1 No Transformation Constant t Sig. .188 .008 24.845 .000 AR Lag 1 .643 .024 27.157 .000 SOX No Transformation Numerator Lag 0 .028 .012 2.364 .018 Factor 1 No Transformation Numerator Lag 0 .031 .003 12.297 .000 Factor 2 No Transformation Numerator Lag 0 .063 .003 21.339 .000 Factor 3 No Transformation Numerator Lag 0 -.177 .003 -61.005 .000 76 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 13. Standardized residual plot Standardized residual normal distribution probability plot Standardized residual scatter plot against predicted value 77 The effect of Sarbanes-Oxley Acts listing requirements on European Companies value Appendix 14 Analysis of variance (ANOVA) Model 1 Regression Residual Total Sum of Squares df Mean Square F Sig. 40.902 4 10.225 1336.244 .000a 8.211 1073 .008 49.113 1077 78