Regulators worldwide are considering expanding current audit reporting model to include key audit matters (KAM). Proponents argue that current audit reports are standardized and uninformative to financial statement users. Auditors in current reporting regime can choose to add explanatory notes in audit reports, however, few current studies have investigated the information content of these explanatory notes. This thesis conducts a textual analysis of explanatory notes in auditor reports and examines the predictability of auditors’ explanatory notes consisting of both unqualified and qualified opinions in determining the incidence of subsequent restatements. I hand collect material accounting restatements disclosed by the public companies in China from 2003 to 2017 and obtain modified audit reports from the CSMAR database during the period between 2003 and 2015. Based on a sample of 22,850 firm-years from 2003 to 2015 in China, I find that modified audit opinions, in general, can communicate financial misstatement risks, and the probability of such risks increases when the type of audit opinion is more severe. I also find that compared with unmodified audit opinion, modified ones containing explanatory notes have a higher possibility of subsequently being restated. Further, the predictive power is not the same across different types of explanatory notes. I have shown that explanatory notes including notes emphasizing contingencies and uncertainties and those relating to audit scope limitations have greater predictive power in explaining subsequent accounting restatements. My findings are robust with a set of additional tests. The findings of this thesis indicate that auditors do communicate financial misstatement risks in modified audit opinions (MAOs). Moreover, the findings are consistent with and provide evidence to support policy changes in developing new enhanced auditor reports introduced by the standard setters in China.

In the first essay, "Why Won't You Forgive Me? Evidence of a Financial Misreporting Stigma in Bank Loan Pricing," we examine the relation between bank loan pricing and intentional financial misreporting. Firms that misreport financial information pay greater spreads on their bank loans for five years following their restatements, whether benchmarked against their pre-restatement loans or similar loans made to matched non-misreporting firms. Misreporting firms that promptly replace certain parties who are potentially related to the misreporting see their spreads fall to benchmark levels within three years following restatement. Large fractions of firms, however, do not promptly replace the potentially related parties and continue to pay premiums over benchmark spread levels for five years following restatement. The results suggest that misreporting creates a long-lasting and costly stigma, but that certain actions can reduce the duration of the stigma. In the second essay, "Can Shareholder-Creditor Conflicts Explain Weak Governance? Evidence from the Value of Cash Holdings," we look into whether shareholder-creditor conflicts generate costs large enough to prevent improvements in governance. If firms choose to remain weakly governed, some cost must prevent improvements. We address our research question by estimating the value of cash as a function of governance, leverage, and the interaction of the two. We find that governance increases the value of cash, but that leverage reduces the gain from strong governance. However, the magnitudes are far too small to explain why weak governance firms remain weakly governed. Our estimates suggest more than 80 percent of weakly governed firms would increase the value of their cash by improving governance. In fact, half of weakly governed firms would increase the value of their cash holdings by $0.35 or more per dollar held by improving governance. Our focus on cash holdings does not seem to drive our results, nor do endogenous governance choices or nonlinearities reverse our conclusions.

In my dissertation, I examine the role of the audit committee chair in the financial reporting process and test if the change in audit committee chair is associated with changes in audit fees, audit report lag, and audit quality. Motivation for this dissertation comes from the increased attention paid by legislators and regulators in recent years on the role of the audit committee in the financial reporting process. While prior studies have examined diverse issues related to the composition of the audit committee, no prior study has examined the role of the audit committee chair on the oversight of financial reporting, even though the chair of the committee has significant control over the functioning of the committee. In the first essay of my dissertation, I show that audit fees are higher in firms that have a change in the audit committee chair. In the second essay, I examine the association between changes in the audit committee chair and audit report lag. In a changes regression, I find that the change in audit committee is associated with higher audit report lag. The third essay examines the association between changes in audit committee chair and two different measures of audit quality: restatements and abnormal accruals. There is no evidence in support of the argument that changes in audit committee chair is associated with higher quality financial reporting. Overall, the results suggest that the change in audit committee chair has an important impact on the financial reporting process of public companies.

In May 2018, the European Union enacted the General Data Protection Regulation (GDPR). I examine its impact on firms’ internal information quality (IIQ) and operating efficiency in the United States. Although privacy regulations, such as GDPR, target one subset of firms’ information assets (i.e., personal data), academics and practitioners have emphasized the ability of these regulations to drive broad improvements in firms’ information management practices resulting in higher quality information available for decision making and, by extension, more efficient operations. At the same time, GDPR’s regulatory mandates are likely to burden operations. Using multiple modeling approaches to identify the effect of GDPR on US firms and a variety of IIQ proxies from financial reports and disclosures, I find that (a) GDPR leads to improvements in IIQ for impacted firms and (b) that these improvements in IIQ are beneficial to firm operations. However, the regulatory burden of GDPR has overwhelmed these benefits resulting in a negative net effect on firms’ operating efficiency. / Business Administration/Accounting

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The U.S. Securities and Exchange Commission (SEC) continues to reform the corporate governance mechanisms in order to improve the quality of financial reporting and thus, enhance the confidence of investors in the stock market and in the accounting profession. Despite the efforts of the SEC, financial reporting scandals continue with record numbers of financial restatements documented by the General Accounting Office. A financial restatement is a correction of a previously misstated financial statement. There is a small volume of literature examining the effects of corporate governance mechanisms on financial restatements. The results of these studies however, are mixed and possibly explained by their narrow focus and omitted variables that could influence the effectiveness of audit committees. Consequently, this study examines the effects of independent audit committee member characteristics and auditor independence on financial restatements. Specifically, this study investigates the relationship between the likelihood of financial restatements and: (1) the expertise of the independent audit committee members, (2) the expertise and diligence of the independent audit committee members, (3) the reputation of the independent audit committee members, (4) the interaction effect of expertise, diligence and reputation, (5) the tenure of the independent audit committee members, and (6) the cash compensation paid to independent audit committee members. Prior studies have not investigated some of these variables or the interaction effects of independent audit committee member characteristics on financial restatements. This study also investigates the association between auditor independence and financial restatements. The SEC alleges that an increasing number of audit failures are due to the lack of auditor independence. One of the major sources of the lack of auditor independence is the auditor’s economic dependency on the client. The provision of non-audit services increases the financial reliance of the auditor on the client. As a result, the auditor may become reluctant to raise issues with the preparation of the financial statements at the risk of foregoing the lucrative non-audit services fees. The SEC believes that longer audit firm tenure can also impair auditor independence and Section 203 of the Sarbanes-Oxley Act suggests periodic audit firm rotation. Therefore, auditor independence was measured as: (1) fees paid to the auditor, and (2) audit firm tenure. Finally, this study extends the prior literature by studying the interaction effects of independent audit committee member characteristics and auditor independence on financial restatements. This interaction effect is important because the external auditor and the audit committee are regarded vital governance mechanisms that interact and exchange dialogue in the performance of their respective oversight of the financial reporting process. Prior research has not investigated this important interaction effect. The sample of the study comprises 69 U.S. publicly listed companies that announced their restatement from 1 January 2001 to 31 December 2002. These companies were matched with 69 non-restatement companies based on industry and size. The data for the study is derived from SEC filings such as Form 10-K and DEF 14A, and Compustat. The univariate results show that compared to restatement firms, non-restatement firms generally have effective audit committee characteristics. The audit committees of non-restatement firms have members who are experts, diligent, reputable and appropriately compensated. They also pay lower non-audit services and total fees, and have audit firms with longer tenure. The multivariate results show that after controlling for other governance structures and firm specific non-governance variables, the likelihood of financial restatements is related to independent audit committee member characteristics and auditor independence. Specifically, the likelihood of financial restatements decreases when independent audit committee members are: (1) experts, (2) experts and diligent, (3) reputable, (4) experts, diligent and reputable, and (5) appropriately compensated. The audit committee member tenure variable is insignificant. In relation to the auditor independence variables, the multivariate results show that the likelihood of financial restatements increases when the non-audit services and total fees generated by the client are higher. On the other hand, the likelihood of financial restatements decreases when audit firm tenure is longer. The empirical results of this study suggest that independent audit committees are more effective overseers of the corporate financial reporting and auditing processes when: they comprise majority experts, they meet regularly, their members are reputable, and audit committee members are appropriately compensated. On the other hand, external auditors are not deemed to be effective overseers of the corporate financial reporting process when the non-audit services and total fees generated by the client are higher but are effective when audit firm tenure is long. The results support the SEC’s concerns regarding the provision of non-audit services impairing auditor independence. The results also support the Sarbanes-Oxley Act of 2002 which under Section 201 prohibits external auditors from providing certain non-audit services to its audit client. Overall, these results support the regulatory efforts to increase the quality of financial reporting by enhancing the corporate governance process related to audit committees and auditor independence. However, the results do not support calls to limit the tenure of the auditor. The results of the multivariate interaction effects suggest that, after controlling for other governance structures and firm specific non-governance variables, when the non-audit services and total fees generated by the client are higher, the likelihood of financial restatements increases under conditions when the audit committee is not effective (a non expert audit committee, an audit committee that does not meet regularly, an audit committee whose members are not reputable or an audit committee that is not appropriately compensated). The implication of this result is that it provides evidence of conditions under which restatements take place. Knowledge of such conditions could aid regulators further improve the financial reporting process and corporate governance. This knowledge will support regulators in revising policies that ensure audit committee members are not only independent but also comprise other critical qualities. These improvements to the audit committee coupled with the existing regulations on the provision of non-audit services suggest a company’s governance will be more effective. Overall, the results extend current knowledge in the sparse but growing literature related to financial restatements and corporate governance, and extend our understanding of the effectiveness and interaction of governance mechanisms in reducing financial restatements.

The aim of this thesis is to investigate the effect of two specific external, to the principal-agent relationship, influences on executive pay practices in the UK, namely pay consultants and the introduction of the International Financial Reporting Standards (IFRS). The thesis consists of three essays. In the first essay, I examine the role of pay consultants in UK CEO pay practices. The results illustrate that their role is not consistent with the predictions of the managerial power theory. More specifically, pay consultants do not try to help managers towards the expropriation of shareholders' wealth; on the contrary I show strong indications that pay consultants urge firms towards the adoption of more incentive based CEO compensation. Moreover, I report that economic characteristics (e.g. firm size, complexity of the contract) rather than CEO power explain the firm's choice to hire a compensation consultant. These results are robust to selection bias controls. The results of this essay indicate that pay consultants play a less "sinister" role than what the managerial power theory suggests and that their advice and expertise can assist firms design an optimal executive pay contract. In the second essay, I examine the existence of managerial opportunism at the switch from UK GAAP to IFRS. I find strong indications that the restatements from UK GAAP to IFRS have not been manipulated by managers. I examine the existence of such behaviour under different specifications and for different types of CEOs that one would expect to engage in opportunistic behaviour to maximise the expected personal wealth. The research design that I adopt makes the results less prone to methodological issues common in studies in this area. Positive Accounting Theory literature has established that managerial opportunism seriously affects accounting choice. The results of this essay imply that with respect to IFRS restatements, where managers had strong incentives to manage future earnings, I find no signs of manipulation. This essay thus puts into question the Positive Accounting Theory Paradigm. In the third essay, I examine the effect of IFRS on the use of performance measures for evaluating and rewarding managers. This essay illustrates that firms make less use of accounting based performance measures due to the introduction of IFRS. I explain these results based on the predictions of optimal contacting theory. I claim that IFRS adds unnecessary "noise" to accounting numbers not relevant to the managers' actions. This is mainly due to the adoption of "fair value" accounting, which makes accounting earnings more value relevant and therefore useful for firm valuation purposes; however, "fair value" accounting also makes accounting numbers more volatile and sensitive to market movements. If this increase in volatility is related to events outside the managers' control, this makes the use of accounting based performance measures less useful for evaluating and rewarding managers. The results of this essay imply that IFRS might have made accounting earnings more useful for stock market purposes, e.g. firm valuation, but this has happened at the expense of other purposes that accounting serves, e.g. contracting.

The International Accounting Standard Board (IASB) introduced an amendment to the International Accounting Standard 39 – Financial Instruments: Recognition and Measurement (IAS 39) and to International Financial Reporting Standard 7 – Financial Instruments: Disclosures (IFRS 7) on 13 October 2008. These amendments allowed entities to reclassify non-derivative financial assets from the fair value option to historical cost. The purpose of this study is to explore how Global Systemically Important Banks (G-SIBs) applied the amendment to IAS 39 since 2008/2009. The study is guided by four main objectives in which the first two objectives explores how the G-SIBs applied the reclassifications during the allowed period, 2008/2009 and the period beyond 2009 when the application of the standard should have been stopped. The study further investigates if any G-SIBs used restatements to circumvent the requirements of the IAS 39 that does not allow reclassifications into and out of the ‘designated as at fair value' category. Finally, the study explores the impacts of the reclassifications on the G-SIBs' ROE and total regulatory capital with the aim to determine if G-SIBs reaped any long-term benefits from the reclassifications and whether any traces of earning and capital management exist in the way G-SIBs applied the amendment to IAS 39. To achieve these objectives a comparative case study approach, which is qualitative in nature/scope was used with 10 G-SIBS forming part of the units of the analysis of the study. The study finds that: (i) 70 percent of G-SIBs reclassified assets during 2008/2009; (ii) a significant improvement on the reported net income was observed with a slight improvement on the return on equity and regulatory capital during 2008/2009, while the long-term impacts on ROE and total capital are insignificant; and (iii) G-SIBs did not restate comparative figures to evade the prohibition on reclassifications into and out of the ‘designated as at fair value' category. As far as can be reasonably established, this kind of study has not been published before for G-SIBs. As such, the study contributes by including the analysis of G-SIBs and the long-term implications of applying the amendment to IAS 39 to the current literature, as well as adding another possible type of a restatement to the financial restatements' literature. All these aspects are currently lacking in the existing literature.

本文主要換討SOX之後宣告重編公司之經濟後果。探討如下議題:(1)信用評等是否/如何反應公司的重編資訊;(2)重編內涵與經理人異動之關聯性;(3)經理人異動、信用評等改變以及重編嚴重性三者之關聯性。 / Following the passage of the Sarbanes-Oxley Act of 2002 (SOX), the increasing occurrence of accounting restatements has drawn considerable attention concerning the financial statement quality and adverse consequences of accounting restatements from investors, regulators, auditors and business communities. The primary purpose of this research is to investigate the economic consequences of accounting restatements announced after SOX based on their relations with credit ratings and management turnover. To examine the following research issues of (1) whether and how the credit rating reacts to companies’ restatements, (2) whether restatement characteristics are associated with management turnover, and (3) what the association among management turnover, credit ratings, and restatement severity is, I gather data on 1,838 companies that restated financial statements between 1997 and 2005. In the first part of the study, my results provide empirical evidence consistent with the conjecture that higher severity restatements are more likely to be followed by subsequent unfavorable ratings. Furthermore, rating agencies using accounting-based measures to predict the probability of bankruptcy perform better in assessing ratings in the post-SOX period. Moreover, rating agencies give auditor changes a “fresh-look” after SOX. In the second part of the study, the likelihood of CEO/CFO turnover significantly increases for companies with higher restatements of severity, and a CEO is more likely to be terminated if the company credit rating following restatements is downgraded. The results show that there is no “cop a plea” effect and when restatements are prompted by companies, management turnover appears to be more concerned with the dollar amount of overstatement on income and/or restatements affecting core earnings. In addition, when executives window-dress earnings to portray a more favorable earnings picture, they are more likely to be terminated following subsequent financial restatements. Moreover, results also indicate that after SOX companies seem more likely to blame their auditors for restatements of higher severity and dismiss their auditors afterwards to maybe avoid the replacements of management.