1. Introduction
With the wide spread of the deadly coronavirus all over the world, the adoption of serious policies regarding social distancing, stay-at-home orders, community quarantine, and so on have been seen, which has had devastating effects on all economies, especially for the operations of companies listed on the stock exchange of a country (
Shen et al. 2020;
Khatib and Nour 2021;
Jebran and Chen 2023). This phenomenon symbolizes the deepest global recession since the Second World War (
Ellul et al. 2020). In other words, restrictions have caused gross domestic product (GDP) drops and augmented joblessness to reach levels worse than the Great Depression (
Gelter and Puaschunder 2020). For this reason, some researchers have worked on the effects of the COVID-19 global crisis on macroeconomic issues (
Boissay and Rungcharoenkitkul 2020;
Narayan 2020;
Apergis and Apergis 2020;
Njindan Iyke 2020;
Gil-Alana and Monge 2020), whereas other scholars have focused on the impact of the COVID-19 pandemic at the micro-level and on corporate performance (
Rababah et al. 2020;
Shen et al. 2020;
Khan et al. 2020;
Aifuwa et al. 2020;
Zhang et al. 2021;
Atayah et al. 2021;
Nguyen 2022). At the micro-level, a large number of researchers have investigated various issues, such as capital structure (
Oktaria and Alexandro 2020;
Mohd Azhari et al. 2022), dividend policy (
Krieger et al. 2021;
Cejnek et al. 2021;
Tinungki et al. 2022), cost of equity capital (
Arianpoor and Tajdar 2022;
Ke 2022), firm risk (
Grondys et al. 2021;
Størdal et al. 2021;
Arianpoor and Tajdar 2022), earnings management (
Lassoued and Khanchel 2021;
Usheva and Vagner 2021;
Ali et al. 2022b), corporate social responsibility (
Huang and Ye 2021;
Kim 2022;
He and Harris 2020;
Meirun et al. 2022), and other cases during the COVID-19 global crisis. However, corporate governance can still be considered one of the most controversial financial issues during the COVID-19 outbreak (
Jebran and Chen 2023). Most of the research regarding corporate governance during the COVID-19 pandemic has been conducted in developed countries and mostly within a theoretical structure (
Koutoupis et al. 2021), and the lack of comprehensive analysis of corporate governance mechanisms in an emerging market such as Iran, which has completely different economic conditions, is still clearly felt. The most important point is that because good corporate governance mechanisms can improve company image, increase shareholders’ confidence, and reduce financial misreporting risk, the excellent performance of companies is largely influenced by them (
Guluma 2021). However, the fatal blow of the COVID-19 event to the global economy has the potential to affect the corporate governance system overpoweringly (
Gelter and Puaschunder 2020). From this point of view, so far, few studies have been conducted on the impact of the COVID-19 crisis on the association between corporate governance mechanisms and financial performance (
Khatib and Nour 2021;
El-Chaarani et al. 2022), and the research gap in this regard is still strongly found in the research literature. Thus, the main focus of this exact research is to fill this research gap so that it can contribute a lot to the research literature in this field. Most of the financial crises during the last two decades, such as the dot-com bubble in 2000, the Global Financial Crisis in 2007, and the European Sovereign Debt Crisis in 2011, were endogenous and caused by managerial misbehavior, including financial information manipulation and excessive risk taking (
Zattoni and Pugliese 2021), many of which are controlled by the formulation of strict corporate governance mechanisms (
Conyon et al. 2011). Considering that the crisis caused by COVID-19 neither originated from the wrong behavior of companies nor the weakness of control systems, this research aims to understand if the mechanisms of corporate governance can be an obstacle to preventing this systematic risk in an emerging market such as Iran.
The main reason for conducting this research on the Iranian market is because of its unique characteristics compared to other emerging and developed markets, which can add very key points to the research literature. As for Iran’s market, Iranian companies are under disastrous financial pressure because Iran’s market has been subjected to the cruelest and unprecedented economic sanctions during the last decade (
Salehi et al. 2020a,
2022;
Moradi et al. 2021;
Zimon et al. 2021;
Tarighi et al. 2022b). In the inflationary economy of Iran, prices are increasing sharply. On the one hand, product prices are going up, owing to an increase in the cost of raw materials by factories; on the other hand, the social welfare and purchasing power of people are decreasing. These cases cause the demand for firms’ products to decrease sharply (
Moradi et al. 2021;
Tarighi et al. 2022c). First, considering that investors and creditors are less attracted to such Iranian companies, managers are encouraged to present a better image of their companies by manipulating financial information (
Moradi et al. 2020,
2021;
Zimon et al. 2021;
Tarighi et al. 2022b). Second, robust evidence has demonstrated that managers mainly are keen on distorting earnings upward by easing the level of reported losses to reconstruct investor and stakeholder confidence to dispose of the economic crisis (
Lassoued and Khanchel 2021;
Usheva and Vagner 2021). As a result, combining the financial crisis caused by economic sanctions and the COVID-19 pandemic has increased management’s motivation for conducting profit management by double. Third, in the Iranian market, managers have a natural tendency to manipulate profits as much as possible so that they can receive the maximum reward and remain in their position because their performance is evaluated solely based on firm profitability (
Salehi et al. 2018a;
Zimon et al. 2021;
Tarighi et al. 2022b,
2022c). To the best of our knowledge, the global crisis in 2008 opened a new window for further discussion of CEO compensation (
OECD 2017;
El-Chaarani et al. 2022). CEO compensation caused itself to attract the attention of more media, different supervisory bodies, and principal setters, and to be questioned more (
Lagasio 2018;
El-Chaarani et al. 2022). Despite some managers adopting a moderate risk-taking approach to making profitability during the COVID-19 pandemic (
El-Chaarani et al. 2022), there were some CEO who tended to be more risk taking, whose firms encountered failure in times of financial crunch (
Bebchuk and Weisbach 2010). Hence, due to the features such as the market recession because of economic sanctions, the performance evaluation system of managers based on profitability and attracting the trust of investors and lenders, Iran has turned into a market whose managers have high incentives to mislead stakeholders about their actual corporate performance.
The most important point about Iran’s market is that it has weak legal protection (
Mashayekhi and Mashayekh 2008). Despite the fact that a common-law legal framework can protect shareholders’ rights and leads to the development of strong equity markets, code-law countries such as Iran have an equity market that is weak and firms have a preference for using debt as a source of financing. The presence of a code-law framework in Iran has caused fundamental elements, such as judicial inefficiencies, weak investor protection, and fragile enforcement instruments to financial reporting inefficiency (
Mashayekhi and Mashayekh 2008). Many studies have proved that public institutions can fill the gap in investor protection if there is weak legal protection in a market (
Klapper and Love 2004;
Kutan et al. 2017;
Bermpei et al. 2018); however, can the investor protection gap in Iranian firms be filled? The structure of most Iranian companies is mainly composed of institutional owners, who have a connection with government sectors. The second factor that makes the conditions of the Iranian market special is the basic question of whether public institutions, which are linked to Iranian firms’ institutional owners, can protect investors’ rights against corruption by strengthening the control process. The existence of investors’ weak legal protection in the Iran setting has made it difficult to expect shareholders to be protected from managers’ expropriation. There is no room for doubt that once there is a low level of legal protection, managers have more ability to misuse their position to maximize personal profits (
Beck et al. 2003;
El-Chaarani et al. 2022). Even during the East Asian financial crisis of 1997–1998, individual firms in regions of Indonesia, Korea, Malaysia, the Philippines, and Thailand had the power to stop the expropriation of minority shareholders because legal protection was weak (
Mitton 2002). The reality is that the presence of a strong corporate governance system can lead to firms’ growth during financial crises as it not only improves the control process, but also protect investors (
Kutan et al. 2017;
Bermpei et al. 2018). It appears that there is a possibility to increase opportunistic behaviors and lack of transparency by managers in Iran’s market characterized by the existence of a low level of investor legal protection. In addition, there are hidden political connections in the structure of the companies. The lack of legal protection and the absence of independence from political pressures in the Iranian market is somewhat evident, so the average of Iran’s legal protection and government oversight indicators were −1.4619 and −0.9928 in turn, ranked as the weakest performance amongst countries around the Persian Gulf and North African (
El-Chaarani et al. 2022). Another characteristic of the Iranian market is that the process of mergers and acquisitions (M&A) is not welcomed by Iranian companies. For instance,
Tarighi et al. (
2022a) showed that although Iranian companies participating in M&A activity have significantly reduced their probability of bankruptcy during the economic crisis, two-thirds of the firms listed on the TSE, however, did not want to do such a thing. In a market, companies that do not have suitable business conditions are more exposed to an easy takeover objective (
El-Chaarani et al. 2022). After a takeover, a large number of managers are seen to lose their positions and be replaced by other CEOs (
Lehn and Zhao 2006). For this reason, managers are threatened with M&A and try to take antitakeover measures to maintain their job positions so that the control of power does not fall into the hands of hostile bidders (
Bebchuk et al. 2009;
El-Chaarani et al. 2022). During the pandemic, in the case of M&A activity, CEOs mostly focused on maintaining their management positions instead of focusing on using creativity and innovation to create economic growth (
El-Chaarani et al. 2022). According to value creation theory, mergers and acquisitions (M&A) lead to improvements in labor productivity and corporate growth, while transfer theory argues that M&A increases the shareholders’ share in the acquired firm because it is accompanied by a lack of changing productivity (
Zimon et al. 2021;
Tarighi et al. 2022a). Considering that M&A can create competitive advantages by improving current products, seizing market power in a particular area, declining financing costs, tax advantages, etc. (
Pavliuk and Nechay 2019), we are curious to know if Iranian firms engaging in M&A can dispose of the COVID-19 financial crisis.
According to all the important reasons for conducting earnings management in the Iranian market, this research seeks to investigate whether corporate governance mechanisms can be a deterrent to opportunistic management actions and take steps toward maximizing shareholder wealth. In other words, we first want to investigate if each of the corporate governance mechanisms affect corporate profitability. It should be also noted that the TSE was founded in the 1960s, and corporate governance was introduced in the early 1980s by TSE officials of the Parliament Research Center. Accordingly, a specific committee was devoted to corporate governance in the Ministry of Economic Affairs and Finance in Iran (
Qeisari and Ahmadi 2016). For the period of the Asian financial crises, experience has shown that countries that did not have a proper corporate governance system were more likely to face the problem of asset value reduction (
Johnson et al. 2000). Therefore, the presence of an efficient and dynamic corporate governance system is necessary for the continued commercial survival of companies and the ability to deal with economic problems in crisis times (
Jebran and Chen 2023). The efficiency and quality of corporate governance mechanisms may be completely different in normal and turbulent times, and for this reason, companies need to use dissimilar methods of corporate governance in different economic conditions (
Lin et al. 2006;
Jebran and Chen 2023). During recent decades, especially in the last several years when the economy of all countries has come across the COVID-19 crisis, many efforts have not been made by Iranian market legislators regarding the re-evaluation of corporate governance mechanisms to ensure their effectiveness. Considering the detrimental economic effects of the COVID-19 crisis on companies in different markets of the world (
Baky Haskuee et al. 2020;
Shen et al. 2020;
Rababah et al. 2020;
Devi et al. 2020;
Hu and Zhang 2021;
Kubiczek and Derej 2021;
Nguyen 2022), we are then going to know whether this pandemic crunch moderates the association between corporate governance and firm value. In simpler terms, this research seeks to determine whether the effectiveness of corporate governance mechanisms concerning maximizing corporate value is affected by the COVID-19 spread. In fact, the answer to this key question can reveal whether regulators in the Iranian market have learned from past events during financial crises to take steps to develop the efficiency of corporate governance and maximize shareholders’ wealth.
The findings of this study have effective theoretical and practical applications for different groups. This research is considered to be one of the first papers that examines the impact of corporate governance on the financial performance of companies in a market that simultaneously experiences the risks of economic sanctions and confronts the challenges of the COVID-19 pandemic. Although economic sanctions and the COVID-19 crunch are both systematic risks, they are slightly different. That is why it is very important to examine which financial crises are an obstacle to corporate governance efficiency and to maximize the shareholders’ wealth. In fact, this investigation created a good opportunity to show which of the corporate governance mechanisms can protect the interests of shareholders and maximize their wealth in a market where the incentives of profit management are strong and investors’ legal protection is weak. This paper employs agency theory to prove how board independence and audit committee independence improve corporate performance during economic sanction periods, while stewardship theory confirms that both of them can be a hindrance to financial growth during the COVID-19 pandemic. In line with resource dependency theory, audit committee size has also been identified as a key factor in corporate performance improvement during economic sanctions, whereas we found that oversight activities in larger audit committees were weaker during the COVID-19 era, which is completely consistent with agency theory. Furthermore, a similar scenario happened regarding other corporate governance mechanisms, such as board financial expertise, in such a way that it had the opposite effect during the pandemic. In addition, our findings warn regulators in markets with weak legal protection that if they do not take effective measures to improve legal protection, it will provide the opportunity for opportunistic managers to abuse their position for personal gain and cause serious damage to corporate performance. Especially in markets where there is no strong legal protection and exerts political pressure on the board, this research conveys an important message to policymakers that unbiased evaluation of management performance is more important during times of crisis than during usual commercial times because corporate board members must autonomously assess new strategies being implemented to increase liquidity. In addition, auditors are strongly advised during financial crises in markets with weak legal protection systems to apply harsher audit tests to discover possible financial frauds because opportunistic directors often tend to mislead different groups over financial statements. The results of this study can also be beneficial to investors, creditors, and supervisory bodies who are seeking to diminish any unsuitable actions that could be created by executives and CEOs for the duration of economic turmoil.
The rest of this paper is structured as follows. The next part frames the study into a theoretical framework and hypotheses development and discusses the literature. Section three displays the research design and the sample selection procedure and outlines where the data are obtained; part four then explains the main outcomes and implications drawn from statistical analyses. To end, the last sector relates to the research conclusion and discussion.
2. Literature Review and Hypotheses Development
Undoubtedly one of the destructive effects of the spread of the COVID-19 virus is on global economies, so many companies around the world have faced many problems (
Susilawati et al. 2020;
Xu et al. 2021;
Padhan and Prabheesh 2021;
Nguyen 2022). The destructive effects of the coronavirus pandemic on the financial performance of companies can be argued to a large extent. With the dangerous outbreak of coronavirus, many governments were forced to adopt quarantine measures to prevent the spread of this deadly virus, which ultimately negatively affected aggregate demand, especially in terms of consumption and exports. On the one hand, people were asked not to go to crowded places such as shopping malls to prevent viral transmission; on the other hand, some countries imposed restrictions on imports (
Shen et al. 2020). Operating expenditures during the COVID-19 pandemic not only caused companies to suffer from operating losses, but also placed a heavy burden on cash buffers (
Almustafa et al. 2023). For example,
Shen et al. (
2020) showed that the performance of Chinese companies has deteriorated significantly due to the widespread outbreak of coronavirus; furthermore, this negative effect on firm value is more pronounced when corporate investment scale or sales revenue is smaller. In the Chinese market,
Rababah et al. (
2020) also realized that the COVID-19 global crisis has caused the most possible damage to Chinese small and medium enterprises. Using data obtained from Indonesian companies,
Devi et al. (
2020) realized that the COVID-19 pandemic has been detrimental to corporate profitability. Moreover, by investigating the financial performance of logistic firms listed on the Vietnam Stock Exchange,
Nguyen (
2022) indicated corporate profitability and efficiency have worsened during the COVID-19 pandemic. In another interesting study, among six countries, including Germany, Korea, Russia, Mexico, Saudi Arabia, and the UK, the weak financial performance of the logistics firms during the COVID-19 period has been seen (
Atayah et al. 2021). By conducting very extensive research at the global level,
Hu and Zhang (
2021) came to the conclusion that firm performance weakened during the COVID-19 pandemic; however, this negative impact of COVID-19 on corporate value is less prominent in nations with more advanced financial systems and better institutions.
Khan et al. (
2020) explored the influence of the COVID-19 pandemic on the stock markets of sixteen countries and concluded that all of the stock market indices negatively reacted to the COVID-19 news in the short- and long-event window when human-to-human transmissibility was confirmed. In the Green Continent region, most of the industries in the Polish market have faced many problems during the COVID-19 crisis and their income has decreased significantly (
Kubiczek and Derej 2021). There is also evidence on the African continent that the coronavirus pandemic has affected firm value negatively in Nigeria (
Aifuwa et al. 2020).
Mkadmi et al. (
2023) also realized that COVID-19’s negative effect on firms’ performance is less seen among markets whose corporate governance system is more advanced. Finally, in Iran’s context,
Baky Haskuee et al. (
2020) found that the COVID-19 outbreak has negatively affected the returns of oil companies’ prices. At large, according to the results of research available all over the world, it is predicted that the COVID-19 global crisis has weakened the financial performance of companies in the Iranian market.
Mergers and acquisitions (M&A) can create extraordinary competitive advantages for companies, especially for worse financial markets (
Tarighi et al. 2022a). Firms engaged in mergers and acquisitions have access to efficient and knowledgeable human resources, less expensive financing, tax benefits, high-quality domestic products, and takeover market power in a particular region (
Pavliuk and Nechay 2019). Mergers and acquisitions (M&A) may be a vital tactical mechanism for incessant adaptation, sustainable business growth, and financial stability (
Bauer et al. 2022;
Muhindi 2022). Although we have seen significant growth in M&A activity in the markets over the last decade, it seems that with the onset of the COVID-19 crisis, financial liquidity has become the biggest concern of managers (
Bauer et al. 2022). M&A volume is influenced by exchange rate parity, shadowed by liquidity (
Vissa and Thenmozhi 2022). Various research has shown firms with merger and acquisition activity come across better profitability and liquidity (
Muhindi 2022;
Aggarwal and Garg 2022;
Adhikari et al. 2023). For example, in the Indian market, better profitability was seen after M&A during the coronavirus crunch (
Pon 2022), while
Tarighi et al. (
2022a), also in Iran’s setting, showed that merger and acquisition actions have brought a lot of benefits to companies to escape bankruptcy during economic sanctions. It should be noted that mergers and acquisitions can be the basis for the formation of more innovation and creativity (
Čirjevskis 2019;
Wu and Qu 2021). There are strong documents proving that in both developed markets and emerging countries, innovation and creativity can have a moderating effect on the relationship between corporate governance and firm performance, which can be influenced by various socioeconomic elements and competencies of innovators involved in corporate governance structure (
Kijkasiwat et al. 2023). Because the job security of managers in the Iranian market is weak, it is unlikely that managers will welcome M&A activities despite their competitive advantages because they see it as a threat to their position. However, considering that Iranian firms involved in the M&A process have better access to benefits, such as easier financing, a more skilled workforce, and more unique innovation, they are less likely to encounter liquidity problems during the COVID-19 downturn. Accordingly, we expect firms engaged in M&A actions to have better concentration on their current economic activities and to find more suitable solutions to escape the crisis more easily. Therefore, the negative relationship between the COVID-19 pandemic and corporate performance is predicted to be moderated among firms that participated in merger and acquisition (M&A) activities.
H1. The COVID-19 global crisis deteriorates corporate performance.
H1a. Mergers and acquisitions (M&A) moderate the association between the COVID-19 pandemic and corporate performance.
The COVID-19 global crunch has created unprecedented problems for boards of directors of companies and the committees under their formation, so the majority of these companies are faced with tough challenges of providing the required financial resources, performing contracts, and system breakdowns (
Khatib and Nour 2021). Each of the corporate governance mechanisms is like a double-edged sword, which if used correctly can help the growth of companies and the interests of shareholders; otherwise, it can have destructive effects. The level of efficiency and effectiveness of board activities largely depends on its structure, composition, and characteristics, as well as the managers’ expertise (
Croci et al. 2020). According to the view of
Khatib and Nour (
2021), if the structure of boards of directors of companies is designed properly so that they have more monitoring power and flexibility, management can focus better on short-term challenges and overcome them (
Khatib and Nour 2021). Therefore, when the corporate governance structure is well set and a more efficient board of directors is formed, firms can be expected to communicate with external environments to obtain the necessary resources so they can overcome the COVID-19 pandemic’s unfavorable effects (
Shahwan 2015;
Song et al. 2021). Thus, in this research, after examining the relationship between each of the corporate governance mechanisms and financial performance, we seek to understand whether they have been able to overcome the economic problems caused by the coronavirus outbreak.
Board size is recognized as one of the most important corporate governance mechanisms. Actually, the more board members a company has, the larger its board size. In each country, the number of authorized members on the board of directors of each company depends on the commercial rules of that market (
Salehi et al. 2018b). For example, the average number of board members in the US market is almost twelve members (
Xie et al. 2003), whereas British enterprises have an average of eight board members (
Peasnell et al. 2005). In an emerging market such as Iran, the presence of at least five members on the board of directors is required by corporate governance regulations (
Salehi et al. 2018b). Regarding board size, there are two completely different views in the research literature. Opponents argue that the number of board members should not be too high; otherwise, it may seriously damage the company’s performance (
Kyere and Ausloos 2021). They believe that the number of board members should not exceed 10 (
Lipton and Lorsch 1992). Opponents of larger boards are of the opinion that as the number of board members increases, companies encounter more acute difficulties in terms of coordinating, organizing, and co-thinking when making fundamental decisions (
Yermack 1996;
Pathan and Faff 2013;
Bhattrai 2017;
Constantatos 2018). In companies with larger boards of directors, there may sometimes be less control and oversight of management activities because there is a lack of motivation and consensus on decisions among members (
Constantatos 2018). Dispersal of responsibility and the incidence of the ‘free-rider’ are other challenges firms with larger board sizes are encountering (
Van den Berghe and Levrau 2004;
Uchida 2011;
Sanan 2019;
Hu et al. 2022b). Experience has also shown that there are generally more disagreements and conflicts among the board members of larger companies in low-income markets (
Bhattrai 2017;
El-Chaarani et al. 2022). Some scholars, such as
Hajer and Anis (
2018), believe that the larger the board of directors, the worse the financial situation firms are likely to have because it deteriorates the governance mechanisms’ efficiency. The results of various studies so far have been in line with this view, confirming there is a significant negative relationship between board size and company performance (
Yermack 1996;
Ghosh 2006;
Dahya et al. 2008;
Mashayekhi and Bazaz 2008;
Christensen et al. 2010;
Ujunwa 2012;
Moradi et al. 2012b;
Wang et al. 2012;
Arora and Sharma 2015;
Rostami et al. 2016;
Arianpoor 2019;
Abdeljawad and Masri 2020;
Alabdullah et al. 2021;
Altass 2022;
Hong and Linh 2023). In this regard, some studies conducted on Iran’s market have also shown that larger boards cannot contribute to firms’ economic growth (
Mashayekhi and Bazaz 2008;
Salehi et al. 2018b), meaning that Iranian boards of directors are more individualistic than collectivist.
On the other hand, there is an expectation that directors will spend more time monitoring management’s activities and action their supervisory responsibilities more effectively, consistent with agency theory (
Constantatos 2018;
Hsu and Yang 2022). To better perform supervisory and advisory duties, the larger the board size, the easier access to collective information is (
Lehn et al. 2009). Resource dependency theory also argues that larger boards can drive corporate growth, not only because of their greater knowledge, expertise, and skills, but also through their powerful networks of relationships with customers, suppliers, and other stakeholders (
Van den Berghe and Levrau 2004;
Williams et al. 2005;
Jackling and Johl 2009;
Kyere and Ausloos 2021). The results of many studies are consistent with the view that the larger the board of a company, the better its financial performance (
Haniffa and Hudaib 2006;
Mousavi et al. 2012;
Oyerinde 2014;
Huang and Wang 2015;
Tulung and Ramdani 2018;
Coleman and Wu 2020;
Brogi et al. 2020;
Puni and Anlesinya 2020;
Al Farooque et al. 2020;
Kanakriyah 2021;
Kyere and Ausloos 2021;
Neves et al. 2022;
Hsu and Yang 2022;
Abebe Zelalem et al. 2022;
Silpachai 2023;
Nguyen and Huynh 2023). In research conducted on UK companies listed in the FTSE,
Alsadeq (
2023) even found that board size has been a vital factor in solving the financial problems of firms during the COVID-19 pandemic. In general, based on the existing research literature worldwide, the size of the board of directors can have positive and negative effects on the economic trend of companies. Therefore, this study predicts there is a significant association between board size and firm performance. In addition, given the devastating effects of the COVID-19 pandemic on countries’ economies and corporate financial performance (
Rababah et al. 2020;
Devi et al. 2020;
Atayah et al. 2021), we expect it to have a moderating effect on the relationship between board size and financial performance. In cases where board size and firm value are positively correlated, this positive relationship will be maintained during the COVID-19 crisis when the same board members can supervise the opportunistic managers’ activities effectively and develop their network strength with suppliers and customers. In the Iranian market where there is weak legal protection and where political pressures maybe question the decision-making power of the board members, the question arises whether the supervisory role of larger boards of directors can mitigate the risk caused by COVID-19. By contrast, if the linkage between board size and firm success is assumed to be negative, we expect Iranian companies to face more unfavorable and severe economic consequences during the COVID-19 outbreak.
H2. There is a significant association between board size and corporate performance.
H2a. The COVID-19 pandemic moderates the association between board size and corporate performance.
Another important corporate governance mechanism is related to board independence. Similar to board size, overwhelming evidence has shown that board independence is like a double-edged sword and can both improve companies’ financial performance and hurt it, both of which can be justified by different financial theories. Independent members on the board are not considered employees and do not have any material interest in a company, which in turn can be reliable evidence for proving their unbiased assessment of management performance (
El-Chaarani et al. 2022). Independent directors’ unbiased assessment means they can freely avoid ineffective strategies and welcome effective new strategies, regardless of management views. The non-executive directors on the board are those people who are selected by the company’s shareholders to assist in decreasing the agency’s problems as much as possible (
Fuzi et al. 2016). Building on agency theory, when boards of directors have sufficient independence and do not have executive responsibility in the company, they are more motivated to effectively monitor management activities to maintain their professional reputation (
Fama and Jensen 1983;
Christensen et al. 2010;
Salehi et al. 2018a;
Kyere and Ausloos 2021). When companies are in financial straits, the presence of independent members on the board helps them avoid risky actions as much as possible so that they can escape the financial crisis more easily (
Constantatos 2018). Compared to inside directors, because independent board members are more inclined to make risk-hedging decisions, they can help companies grow financially under the worst economic conditions (
Yeh et al. 2011). In markets where there is very weak legal protection for shareholders, the importance of financially linked independent directors becomes more prominent during crises (
Yeh et al. 2011). Actually, communication with powerful financial institutions and access to financial resources are even more important than the supervisory roles of independent directors, which can be very effective for exiting an economic crisis (
Arora 2018;
Jebran and Chen 2023). In support of agency theory, many studies have shown that there is a positive linkage between independent directors and corporate financial situations because they can bring oversight to management actions effectively (
Rosenstein and Wyatt 1990;
Lefort and Urzúa 2008;
Liu et al. 2015;
Fuzi et al. 2016;
Uribe-Bohorquez et al. 2018;
Musallam 2020;
Brogi et al. 2020;
Al Farooque et al. 2020;
Kyere and Ausloos 2021;
Kanakriyah 2021;
Hu et al. 2022a;
Ali et al. 2022a).
By contrast, there is another view based on stewardship theory that supports the negative influence of non-executive directors of the board on financial performance. In other words, stewardship theory indicates that executive members on the board are more involved in business activities and have deep knowledge and high awareness of existing capacities and resources in the company, which can ultimately lead to the improvement of economic conditions (
Kyere and Ausloos 2021). In keeping with stewardship theory, because executive directors have intrinsic non-financial incentives, such as esoteric satisfaction with a company’s achievements, and cause information asymmetry, they can be good stewards of a company’s assets (
Donaldson 1990;
Nicholson and Kiel 2007;
Constantatos 2018;
Le et al. 2023). Furthermore, unlike executive directors who can motivate managers to invest in profitable businesses (
Jermias 2007), the existence of independent members on the board cannot help companies because they do not have access to very important information and therefore cannot have the proper flexibility and reaction (
Van Essen et al. 2013). In line with the view of stewardship theory, many scholars around the world have proved that there is a negative connection between board independence and firm performance (
Guest 2009;
Wang et al. 2012;
Shan 2019;
Abdeljawad and Masri 2020;
Al-Saidi 2020;
Agyei-Mensah 2021;
Fariha et al. 2021;
Goel et al. 2022;
Onyekwere and Babangida 2022). Finally, the results of some research on the Iranian market indicate a positive relationship between board independence and firm value (
Mashayekhi and Bazaz 2008;
Rostami et al. 2016;
Salehi et al. 2018b), while other scholars prove an inverse correlation (
Moradi et al. 2012b;
Arianpoor 2019). Given the points made about agency and stewardship theories explaining the positive and negative effects of board independence on the financial condition of companies, this study predicts the third hypothesis of the research as follows. This paper also assumes that because the COVID-19 global crisis has adverse economic effects on companies, it can severely affect the impact of board independence as one of the main mechanisms of corporate governance on firm performance. Unfortunately, the absence of strong legal protection for the board in Iran’s market may cause firms to be vulnerable to the political pressure of different groups. According to
El-Chaarani et al. (
2022), when innovative thinking and impartial assessment of management are not influenced by the political pressures of powerful forces, freedom of decision making among board members can be formed and lead to firms’ economic improvement. During an economic crisis, the importance of unbiased assessment of management performance is greater than during normal economic times because the board members have to independently evaluate the new tactics being implemented to rise liquidity and replace lost fee income (
El-Chaarani et al. 2022). Considering the special conditions of the Iranian market where boards of directors are not under legal protection and may also be affected by political pressures during an economic crisis, we seek to understand the role of independent boards in the economic situation of companies.
H3. There is a significant association between board independence and corporate performance.
H3a. The COVID-19 pandemic moderates the association between board independence and corporate performance.
As mentioned earlier, one of the main concerns is to ensure that there is adequate oversight of management activities to maximize shareholders’ interests. Of all the characteristics of the board, it is no exaggeration to say that financial competency and expertise are one of the most important (
Wan Yusoff and Armstrong 2012). To more effectively oversee management and participate in the company’s critical decision making, board members need financial knowledge and skills to help increase the company’s true value (
Erickson et al. 2005;
Güner et al. 2008;
Francis et al. 2012). The premise is that board members without financial knowledge and expertise are unable to detect fraud in financial reporting and improve earnings quality (
Garcia-Sanchez et al. 2017). The presence of an experienced financial member also stimulates other board members to be more sensitive and aware of management activities. The results of various studies have so far confirmed so that when the board of directors has more financial expertise, companies can grow more economically because their internal control system is implemented better (
Kor and Sundaramurthy 2009;
Johl et al. 2015), although some studies show the opposite relationship between them (
Abdeljawad and Masri 2020). Even though a couple of Iranian studies have shown that the board’s financial expertise has helped the growth of companies (
Oradi et al. 2020;
Rezaee et al. 2021), the question still arises as to whether such a mechanism is effective during the COVID-19 crunch. Generally, it is expected that the more companies have a board of directors with better financial knowledge, the more an ideal economic future awaits them, although the occurrence of the pandemic may adversely affect this.
H4. There is a significant association between the financial expertise of board members and corporate performance.
H4a. The COVID-19 pandemic moderates the association between the financial expertise of board members and corporate performance.
Gender diversity is one of the most important characteristics of an efficient board of directors that can play a vital role in improving companies’ conditions as a control mechanism (
Orazalin 2020). Even though the presence of women in senior management is still one of the main concerns (
Desvaux et al. 2010), today it is seen in many different countries that many efforts have been made to emphasize the position of women on the board of directors (
Adams and Funk 2012). Drawing on the upper echelon theory, many factors related to human nature, ethical characteristics, personal experiences, and knowledge are twisted by the decisions and actions of managers in companies (
Hambrick and Mason 1984). There are some differences between men and women, with men being more resilient, power seeking, and result-oriented, while women behave kindlier and respectfully and are more interpersonally experienced (
Burgess and Borgida 1999). There is a general belief that men can be more effective in board activities due to their greater self-confidence and optimism (
Markoczy et al. 2020). However, because women are generally confident in their principles and beliefs, they have the courage to speak out and criticize, especially if the board’s activities are in a direction that is not in line with their intellectual values (
Simionescu et al. 2021). Building on resource dependency theory, the presence of women on the board due to having different personality traits, such as risk aversion, ethics, etc., can improve the quality of the information provided by the board to executives (
Orazalin 2020). Agency theory also states that the conflict of interest between management and owners may result in information asymmetry (
Reddy and Jadhav 2019;
Simionescu et al. 2021). The greater the gender diversity on a company’s board of directors, the more an active and effective oversight of management activities can be formed, which ultimately leads to a reduction in agency costs (
Aggarwal et al. 2019;
Ain et al. 2020). Furthermore, during the economic crisis of the coronavirus pandemic in which markets are facing a fall in oil prices, trade disruptions, and reduced exports, companies need to accept more risk and develop innovative strategies to improve their liquidity. The diverse experiences and knowledge of women on the board of directors can lead to the development of creative solutions and ultimately free companies from economic problems during the COVID-19 pandemic (
El-Chaarani et al. 2022). Taken together, gender diversity in the board of directors for an appropriate response in times of uncertainty and financial crisis has been confirmed by various researchers (
Carpenter 2002;
Rost and Osterloh 2010;
Jebran and Chen 2023).
The relationship between the board’s gender diversity and company performance may be positive for several reasons. With the increasing presence of women on the board, the possibility of improving such elements as the quality of corporate governance mechanisms, corporate reputation due to gender non-discrimination in society, identification of consumer purchasing needs and supply of goods and services, and employment of employees based on the qualifications rather than the demographic features will increase dramatically (
Simionescu et al. 2021). To emphasize the above points, the results of various research have shown that there is a positive relationship between the presence of a woman on the board and firm value (
Đặng et al. 2020;
Ozdemir 2020;
Arioglu 2020;
Niikura and Seko 2020;
Abdeljawad and Masri 2020;
Mastella et al. 2021;
Kanakriyah 2021;
Brahma et al. 2021;
Nguyen and Huynh 2023).
Sepasi and Abdoli (
2016) also found indirect evidence that women on the board are positively related to financial performance in Iran. On the other hand, there are various scientific arguments that consider the negative effects of board gender diversity on company worth. With gender diversity on the board, it is not only expected that the decision-making process takes longer (
Smith et al. 2006;
Jebran and Chen 2023), but also that additional costs are expected to be imposed on companies that may not be easily offset (
Marinova et al. 2016). In line with this view, the findings of some researchers around the world indicate that there are destructive effects of gender diversity on corporate price (
Ahmad et al. 2019;
Akram et al. 2020;
Soare et al. 2021;
Fariha et al. 2021;
Kabir et al. 2023). For instance, by evaluating 19 European countries from 2010 to 2020,
Kabir et al. (
2023) argued that board gender diversity worsens ROA and ROE. Of course, the results of
Moradi et al. (
2012b) in the Iranian market were in the same direction and highlighted the negative impact of the presence of women on the economic value of companies. Given the theoretical foundations stated regarding the possibility of positive and negative effects of board gender diversity on firm performance, this study expects that there is a significant relationship between these two variables. Furthermore, because the COVID-19 global crunch has caused irreparable financial problems for companies and countries’ economies, we anticipate the coronavirus pandemic to moderate the relationship between them.
H5. There is a significant association between board gender diversity and corporate performance.
H5a. The COVID-19 pandemic moderates the association between board gender diversity and corporate performance.
There are two completely different views of the school of thought explaining the kind of relationship between board meeting frequency and company value (
Eluyela et al. 2018). As stated earlier, according to agency theory, because there is a separation of ownership from management, conflicts of interest may arise between company owners and managers and exacerbate information asymmetry (
Salehi et al. 2022). In keeping with this theory, the shareholders of a company usually elect the board members so that efforts are made to create a coherent organizational atmosphere, to make timely and appropriate strategic plans, and to monitor management actions effectively and adequately to maximize shareholders’ wealth (
Eluyela et al. 2018). To be fully assured that steps are being taken to improve the company’s performance and maximize shareholder wealth, the board of directors needs to hold more meetings per year to provide more timely advice, effective monitoring and control, and organizational discipline (
Ntim and Osei 2011). In this regard, numerous documents have proved that the more annual board meetings, the more they help companies financially and maximize shareholder wealth (
Adams and Ferreira 2009;
Ntim and Osei 2011;
Johl et al. 2015;
Wijethilake et al. 2015;
Francis et al. 2015;
Eluyela et al. 2018;
Wang et al. 2019;
Puni and Anlesinya 2020;
Al Farooque et al. 2020;
Abdeljawad and Masri 2020;
Fariha et al. 2021;
Kanakriyah 2021;
Nguyen and Huynh 2023).
Turning to the other side of the argument, due to the limited time spent by non-executive board members in the company, a large number of meetings cannot solve the company’s problems and such precious time can be spent on exchanging thoughts, ideas, and strategies with managers (
Vafeas 1999;
Johl et al. 2015). Moreover, because frequent meetings of the board incur heavy costs related to managerial time, travel expenses, directors’ meeting service costs, and administrative support requirements, a great deal of the company’s valuable resources may be wasted or injected into low-yield activities (
Johl et al. 2015;
Al Farooque et al. 2020). In support of this argument, a large number of studies have highlighted the fact that board meeting frequency can affect firm value adversely (
Johl et al. 2015;
Musleh Alsartawi 2018;
Altass 2022). On the whole, based on the theoretical foundations related to the positive and negative aspects of board meetings, it is expected that the number of board meetings will have a significant impact on the financial performance of companies. As with previous hypotheses, the coronavirus global crisis is expected to worsen the corporate situation and affect the efficiency of board meeting frequency, too. Therefore, the next hypothesis of this research is stated as follows.
H6. There is a significant association between board meeting frequency and corporate performance.
H6a. The COVID-19 pandemic moderates the association between board meeting frequency and corporate performance.
In companies whose CEO is also the chairman of the board, it can be said that CEO duality prevails (
Elsayed 2007;
El-Chaarani et al. 2022). Based on corporate governance rules, provided that a CEO is also the chairperson of the board, the concentration of power is generated within a firm (
ASX Corporate Governance Council 2007). Therefore, if the corporate governance environment is not favorable and efficient, the directing managers may allow themselves to act only in the best interests of management and the board of directors (
Fama and Jensen 1983;
Kyere and Ausloos 2021). It is difficult to expect corporate governance mechanisms to be effective and to take steps to maximize shareholder wealth when CEO duality even undermines board independence (
Lorsch and MacIver 1989). During an economic crisis such as the COVID-19 pandemic, if the corporate governance mechanisms are such that instead of taking too much risk, companies seek to find innovative measures, such as making the board of directors smaller and more independent and preventing CEO duality, liquidity problems are likely to fall (
El-Chaarani et al. 2022). In the same vein,
Anand and Fosso Wamba (
2013) argued that CEO duality has been recognized as one of the biggest obstacles to criticizing and accurately evaluating managers’ performance among less-developed countries. Accordingly, the outcomes of some scholars support agency theory based on the fact that CEO duality deteriorates corporate value because the dual position of a CEO can follow individual benefit instead of firm success (
Wang et al. 2012;
Tang 2017;
Naseem et al. 2019;
Musallam 2020;
Al Farooque et al. 2020;
Mubeen et al. 2021). Similarly,
Manafi et al. (
2015) noted that CEO duality seriously harms the maximization of shareholders’ wealth and Iranian corporate value. Based on the entrenchment theory, because CEO duality can cause information about suboptimal commercial trades from other board members to be withheld, directors may feel confident in investing in low-return plans because they are less likely to be questioned about them by other board members. As a result, in times of economic crunch, CEO duality can lead to lobbying behavior for personally beneficial projects and subsequently damage firms’ performance (
El-Chaarani et al. 2022). The use of risky strategies by the CEO during financial crises can also be another reason for corporate failure (
Grove et al. 2011).
By contrast, proponents of stewardship theory agree that the CEO’s dualism can contribute to the financial success of companies. It can be stressed that the design and implementation of appropriate business strategies for companies can depend on the existence of decisive and clear leadership, which is possible through the duality of the CEO (
Kyere and Ausloos 2021). The most important factor is that when a person is both the chairman of the board and the CEO of a company at the same time, their decision-making power improves because the uncertainty of organizing a company’s strategies can be reduced to a minimum (
Christensen et al. 2010;
Kyere and Ausloos 2021). Consistent with stewardship theory,
Hassan et al. (
2023) argued that when firms have high information-gathering costs in times of uncertainty, such as the COVID-19 pandemic, CEO duality can contribute to corporate profitability. The findings of various researchers are in line with stewardship theory in that there is a positive correlation between CEO duality and corporate financial success (
Boyd 1995;
Van Essen et al. 2013;
Wijethilake et al. 2015;
Rostami et al. 2016;
Ghasempour 2016;
Pham and Pham 2020;
Abdeljawad and Masri 2020). Overall, considering the pros and cons of CEO duality, this study predicts that CEO duality can affect firm performance. Furthermore, the COVID-19 crunch is anticipated to have a moderating effect on the relationship between CEO duality and firm value.
H7. There is a significant association between CEO duality and corporate performance.
H7a. The COVID-19 pandemic moderates the association between CEO duality and corporate performance.
The board is obliged to form an audit committee for the company from among the independent and non-executive directors that follow the shareholders’ wealth maximization (
Salehi et al. 2018b). One of the main goals of the audit committee has always been to improve the corporate financial reporting quality under the standards and guidelines of the corporate governance council (
Kyere and Ausloos 2021). Given that the audit committee aims to oversee the activities of managers and evaluate financial information, it can be considered an effective control mechanism for reducing information asymmetry between internal and external members of the board. One of the most important mechanisms of corporate governance is the size of the audit committee. According to resource dependency theory, the larger the size of an audit committee, the more unlikely it is to be overestimated (
Salehi et al. 2018b). There is no doubt that larger audit committees can have stronger monitoring and control and adopt more appropriate and accurate accounting procedures because they can apply people with different knowledge and expertise and have more work sessions (
Raghunandan et al. 2001;
Choi et al. 2004;
Salehi et al. 2018b). In favor of resource dependency theory, a large number of studies have confirmed that the audit committee size and corporate profitability are positively correlated (
Reddy et al. 2010;
Wang et al. 2012;
Al-Mamun et al. 2014;
Alqatamin 2018;
Musallam 2020;
Dakhlallh et al. 2020;
Mieseigha and Adeyemi 2021;
Abeygunasekera et al. 2021). However, the opposite view is based on agency theory, suggesting that oversight and control activities in larger audit committees are weaker, which can cause economic damage to companies (
Vafeas 1999;
Hillman and Dalziel 2003). Along with agency theory, there have been studies showing that part of the poor financial condition of companies is due to the existence of larger audit committees (
Vafeas 1999;
Hillman and Dalziel 2003;
Bozec 2005;
Fariha et al. 2021;
Al-Jalahma 2022). Uncertainty can also be seen in the results of Iranian market research; some scholars found that the audit committee size is a key factor in the financial success of companies (
Rezaei and Abbasi 2015), while others discovered that it has no significant effect (
Oradi et al. 2017;
Salehi et al. 2018b;
Fakoor Sany et al. 2021). Therefore, given the points mentioned about resource dependency and agency theories, this study anticipates audit committee size can affect firm value meaningfully. As with previous hypotheses, we also expect the coronavirus global crunch to affect the relationship between audit committee size and financial performance.
H8. There is a significant association between audit committee size and corporate performance.
H8a. The COVID-19 pandemic moderates the association between audit committee size and corporate performance.
Audit committee independence is one of the most effective corporate governance mechanisms to ensure that the audit process of a company is formed in an ideal state (
Musallam 2020). Because non-executive members of the audit committee do not have specific personal motives to pursue their interests, they try hard to perform their duties as effective monitors in a way that does not damage their professional reputation in the market and is not subject to potential litigation risk (
Constantatos 2018). To adequately and effectively monitor the quality of corporate financial reporting, many international laws, such as SOX, the New York Stock Exchange Standards, the UK Corporate Governance Code, the code of the Australian Stock Exchange Corporate Governance Council (ASX), and other cases, have been enacted in various areas to ensure the existence of audit committee independence (
Sharma and Kuang 2014;
Constantatos 2018). For instance, under UK and US developed markets law, companies are required to have at least three independent members on the audit committee to maintain their independence (
Chen and Zhang 2014). In an emerging market such as Iran, the audit committee consists of three to five members, who are elected and appointed by the board. According to Iranian market laws passed in 2012, the majority of audit committee members must be non-executive and independent, and even the chairman of the audit committee must be an independent member of the board. As a whole, it is inferred that the greater the independence of the audit committee, the fewer agency problems will arise (
Erickson et al. 2005;
Salehi et al. 2018a). In line with theories of resource dependence as well as agency, making right and error-free decisions can be possible, thanks to the presence of more independent members (
Salehi et al. 2018b). Independent directors on the audit committee can be a deterrent to opportunistic managerial behavior due to their adequate and effective oversight, thereby improving the quality of financial information presentation (
Chen and Zhang 2014;
Abubakar et al. 2021;
Alkebsee et al. 2022). Accordingly, numerous studies so far have shown that due to the effective oversight role of the independent members of the audit committee, the financial performance of companies has improved significantly (
Wijethilake et al. 2015;
Alqatamin 2018;
Dakhlallh et al. 2020;
Abeygunasekera et al. 2021;
Ehiedu and Toria 2022), even though some studies have indicated there is a negative association between the presence of independent members on the audit committee and financial results (
Mohid Rahmat et al. 2009;
Palaniappan 2017;
Oudat et al. 2021;
Fariha et al. 2021;
Al-Jalahma 2022;
Abdullah and Tursoy 2023). Similar to research in all parts of the world, the flow of research results related to audit committee independence in Iran has sometimes been in line with the financial theories of resource dependence and agency and, in some cases, has been against them (
Oradi et al. 2017;
Fakoor Sany et al. 2021). Therefore, given the above, as well as awareness of the adverse economic effects of the corona global crisis, this study predicts that the next hypothesis of the research will be as follows.
H9. There is a significant association between audit committee independence and corporate performance.
H9a. The COVID-19 pandemic moderates the association between audit committee independence and corporate performance.
Typically, the audit committee is responsible for overseeing internal controls, financial reporting, and ensuring compliance with the rules and procedures governing the organization’s activities. To fulfill such important responsibilities, having financial knowledge greatly helps the audit committee (
Musallam 2020). Acquisition of financial expertise is not only possible through experience, and having education and experience together can create a financial expert (
Giacomino et al. 2009). After the scandal and the collapse of big companies such as Enron and WorldCom, Section 407 of the Sarbanes-Oxley Act in 2002 required companies to set up an audit committee consisting of independent members and at least one financial expert (
Salehi et al. 2018b). In addition, based on the charter of the audit committee in the Iran market, the majority of audit committee members are forced to possess financial expertise (
Salehi et al. 2018b). The finance and accounting knowledge of the audit committee improve their conservatism, oversight role, and effectiveness (
Krishnan and Visvanathan 2007). Accordingly, the greater the number of financial experts on the audit committee, the better the quality of corporate financial reporting, and agency problems reduce dramatically (
Abbott et al. 2004;
Schmidt and Wilkins 2013;
Badolato et al. 2014;
Zalata et al. 2018;
Alkebsee et al. 2022;
Cheung and Adelopo 2022).
Song et al. (
2023) noted that the act of misrepresenting corporate financial performance can be reduced if the level of financial literacy of audit committee members improves. Generally, despite the little evidence that the audit committee’s financial expertise harms corporate growth (
Mieseigha and Adeyemi 2021), there is a lot of research showing the audit committee’s financial expertise leads to an improvement in firm value (
Rezaei and Abbasi 2015;
Oradi et al. 2017;
Salehi et al. 2018b;
Musallam 2020;
Dakhlallh et al. 2020;
Safari Gerayli et al. 2021;
Ehiedu and Toria 2022). Hence, we expect that there is a significant relationship between the financial expertise of the audit committee and corporate performance and that this relationship can also be affected by the COVID-19 crisis.
H10. There is a significant association between audit committee financial expertise and corporate performance.
H10a. The COVID-19 pandemic moderates the association between audit committee financial expertise and corporate performance.