Disclosure of Corporate Governance using Comply or Explain methods and Firm Value: Mainly focusing on Core indicators
Authors:   Asia-Europe Perspective Association, Ahn Sung-Hee 
Published: December 2024

In order to improve the effectiveness of the best corporate governance standards, Korea introduced the corporate governance disclosure system of the “Comply or Explain” method. According to the Corporate Governance Disclosure System, companies disclose the Corporate Governance Report that explains the fact if they apply the Best Corporate Governance Standards (Comply) and explains why if they do not apply the Best Corporate Governance Codes (Explain). The purpose of this system is to enhance corporate competitiveness and to contribute to enhancing mid- to long-term corporate value by improving the transparency of corporate governance. The Comply or Explain method of corporate governance report was voluntarily disclosed until 2018, and has been made mandatory only for large-scale securities-listed companies from 2019. Compliance with the 15 core indicators suggested by the authorities is indicated in the form of O and X. This study examines the compliance status of core indicators of companies with mandatory corporate governance disclosure, and analyzes how the degree of compliance with key indicators disclosed in the form of O and X affects corporate value.
The sample of this study is about 326 company-years that disclosed compliance with core indicators in the corporate governance report in the form of O and X in 2019 and 2020. The analysis results of this study are as follows. First, large-scale securities listed companies in Korea only comply with 8.4 out of 15 core indicators, suggesting that more active efforts to improve governance are needed. When looking at the core indicators by category, the shareholder-related core indicators compliance rate was the lowest at about 32%, and the compliance rate of the audit organization-related core indicators was the highest at over 70%. Among the 15 individual core indicators, it is found that the number of companies that adopted the concentrated voting system is the lowest. Second, the higher the compliance ratio of the core indicators, the higher the firm value was, which means that the higher the compliance ratio of the core indicators, the higher the investor’s evaluation of the corporate governance structure. Third, it was found that the higher the compliance ratio of core indicators related to the board of directors and monitoring organizations had a significant positive effect on the firm value, while compliance ratio of the shareholder related indicators did not have significant relationship with firm value. Finally, it appears that the adoption of the cumulative voting has a significant negative effect on the firm value. This is a result consistent with corporate concerns that the adoption of cumulative voting threatens management rights, so it seems necessary to consider whether it is appropriate as a core indicator.
This study contributes that it is the first study to study the relationship between compliance of core indicators of corporate governance reports using Comply or Explain method and firm value. In addition, while previous studies have studied the relationship between corporate governance status and firm value of major organizations such as the board of directors and audit committees, this study is based on the quantified level of governance that includes shareholders, board of directors, and audit organizations. It is different from previous studies in that it studied the relationship between corporate values. This study supports the government’s policy to expand the disclosure of corporate governance reports to all companies listed on securities by 2026. Corporate management does not simply disclose corporate governance reports according to legal obligations, but seeks the most desirable governance model for enhancing firm value in the long term.