Corporate governance attributes and remediation of internal control material weaknesses reported under SOX Section 404
Authors: Mitra Santanu , Hossain Mahmud 
Published: February 2011

Purpose

The purpose of this paper is to examine the association between corporate governance attributes in the form of board and ownership characteristics and the remediation of internal control material weaknesses (ICMW) reported under Section 404 of the Sarbanes‐Oxley Act (SOX) of 2002.

Design/methodology/approach

The paper employs multivariate logistic regression models for a sample of 528 firms having ICMW as per their auditors' attestation reports during the fiscal periods of 2004, 2005 and 2006 to investigate the empirical relationships between board and ownership characteristics, and remediation of control weaknesses in subsequent fiscal years.

Findings

The board diligence, CEO‐independent board, and managerial, institutional and dominant shareholdings are all positively and significantly associated with the ICMW remediation of the sample firms in the presence of other firm‐specific variables in the analysis. The results also suggest that, in general, the ownership characteristics play a greater role in the firms' remediation action than the board‐related factors except board diligence. The separate sub‐sample tests demonstrate that board diligence and several stock ownership characteristics are positively and significantly associated with a firm's action to remediate both the systematic and non‐systematic internal control weaknesses though the results are more robust for non‐systematic control weaknesses.

Research limitations/implications

A useful extension is to conduct a detailed analysis of the effect of audit committee characteristics in conjunction with board and ownership characteristics on firms' remediation action in a setting where ICMW firms take such action at a differential pace that may continue over two or more fiscal periods. Further, the present study examines the empirical associations between variables of interest, and does not, by virtue of its results, establish any cause‐and‐effect relationship between governance attributes and timeliness in ICMW remediation. Finally, this research can be extended to a detailed analysis of the types of systematic and non‐systematic control weaknesses, their probable effect on firms' financial reporting process and the role of corporate governance in timeliness of management's remediation action for different types of internal control problems.

Originality/value

The paper adds to the existing literature on corporate governance and financial reporting quality by documenting the association between a firm's board and ownership characteristics and management's immediate action to remediate internal control problems that ultimately impacts the quality of reported accounting information. The study complements prior studies on ICMW remediation and accrual quality by demonstrating that the effective monitoring by board and large, sophisticated shareholders as well as greater alignment of manager‐shareholder interests ensures more timeliness in remediation of internal control weaknesses and improves financial reporting quality.