1. Introduction
Corporate governance practices are centered on limiting shareholder expropriation by management. Practices include an active board, elimination of CEO–board chair duality, independent directors, and the presence of large shareholders on the board (
Chen et al. 2011). These measures restrict agency conflicts between management and shareholders. The conflicts arise from management placing its own interests above that of shareholder wealth maximization.
Jensen and Meckling (
1976)’s seminal paper showed that agency conflicts resulted in misuse of cash and investment in unprofitable projects that confer visibility to attention-seeking managers. Agency conflicts may be mitigated by effective monitoring of management. The board’s audit committee may provide such monitoring by generating quality financial reports and identifying material misstatements (
Ishak 2016). Specifically, accounting transactions must conform to generally accepted accounting principles (GAAP) (
Pomeranz 1997), and quality financial reports must be created (
Wolnizer 1995).
Elmarzouky et al. (
2023) provided a detailed review of audit oversight quality. Audit committees use audit quality reports of financial irregularities provided by audit firms to identify critical audit matters (KAMs). Firms using KAMs as input into decision making have observed reduced loan spreads (
Porumb et al. 2021) and reduced volatility of earnings (
Bens et al. 2019).
Institutional theory (
Meyer and Rowan 1977) maintains that firms must adhere to professional standards. Through its monitoring of management, audit committees correct inaccurate financial statements, such as earnings misstatements, expense, and accrual inaccuracies, in accordance with industry standards. This audit oversight may assist firms in making prudent financial decisions as actual earnings, expenses, and accruals than excessively optimistic measures. Resource dependence theory (
Hillman and Dalziel 2003) suggests that the links among corporate departments, such as sales, production, and accounting, are strengthened as audit committees provide accurate and timely information to other departments for the setting of realistic goals.
While audit committee oversight has been established in the literature as effective in improving firm financial performance (see
Ishak 2016 for a review), there is a paucity of the literature regarding the effect of audit committee oversight on firm risk. Conceptually, risks are uncertainties that can result in loss of market share, sales, net income, and firm value. Accounting scandals may drive away customers. Failure to comply with ESG regulations will result in fines and lawsuits, leading to reputational damage. Vendors do not wish to do business with firms that are scandal-prone. Regulators blacklist firms with numerous warnings and sanctions.
We conjecture that effective audit committee oversight will result in the reduction of firm risk. Audit oversight consists of the monitoring of management and the provision of quality financial reports. Risky ventures that appeal to management may be curtailed by audit reports showing the lack of funds for such projects. Excessive expenses and excessive accruals will send the signal to the board that management is spending excessively.
The purpose of this paper is to employ three measures of audit oversight quality to measure the effect of audit oversight on firm risk. Risk is measured as insolvency risk, systematic risk, and volatility of return on assets. Our objective is to shed light on the power of a governance measure to assist firms in reducing the excessive risk that could lead to insolvency, lack of investor confidence, and adverse relationships with stakeholders. If we find that audit oversight reduces insolvency risk, audit committees will provide management with an early warning signal before regulatory sanctions on the firm. If we find that audit oversight reduces systematic risk, it will signal to investors that the firm is less risky, and a favorable venue for investment. If audit oversight reduces the ROA volatility, internal and external stakeholders will be able to adjust their forecasts more accurately.
One type of risk is insolvency risk. The Altman Z, a common measure of bankruptcy risk, is based on the financial statement measures of working capital, retained earnings, operating income, market value, and sales. As the audit committee is charged with correcting material misstatements in financial statements, it is in a position to ensure that accurate measures of these balance sheet accounts are presented. For example, an increase in accruals will increase current liabilities, depressing working capital and operating income. As working capital and operating income are used to compute the Altman Z, reduced working capital will reduce Z, highlighting the risk of insolvency.
Beta is a measure of systematic risk. It is the risk that is inherent to the firm that cannot be reduced by diversification (
Sharpe 1964). It is the correlation of security prices with market prices. Beta risk will increase in firms that have uncertainties that are not present in the typical firm. These uncertainties could include a sudden loss of customers due to increased competition or regulatory pressure. The loss of customers will be reflected in stock prices varying from the norm, or an increase in the risk of the firm as shown by heightened beta values. Audit committee reports that comprehend the firm’s ability to manage risks (
Ishak 2016) will include sales reports showing fewer customers, while correcting for misstatements of profits from unrealistic sales forecasts.
The volatility of return on assets is a balance sheet measure of firm risk. Return on assets is the net income generated from each unit of investment in the firm’s assets. Variations in return on assets stem from variations in net income or profitability. These variations may originate from weak sales or unforeseen increases in expenses. Accurate financial reporting of transactions as stated in audit quality reports will reveal reductions in sales and increases in expenses. Effective audit committee oversight will draw the board’s attention to these lapses, initiating corrective action.
We created three measures of audit oversight quality. The first measure provides the total frequency with which the words ‘audit committee’ are mentioned in annual reports, Form 10Ks, and Form 10Qs. We contend that the greater frequency of mentions of ‘audit committee’ in firm reports suggests an active audit committee that is engaged in providing the financial information needed for effective decision making. The second measure is the total number of long paragraphs (>30 words) in the annual reports, Form 10Ks, and Form 10Qs that contain the words ‘audit committee’. This suggests audit committee engagement in key decisions, i.e., decisions of importance that are described in detail. The third measure is the total number of paragraphs in firm reports with the words ‘audit committee’. This suggests audit committee engagement in decisions of moderate to high importance, as entire paragraphs are devoted to describing these decisions. We also test the joint effect of audit oversight quality and institutional ownership on firm risk. We posit that, as institutional investors such as pension funds have vast resources, they have access to investment talent that will select securities from firms with strong governance that reduce firm risk. Therefore, institutional ownership is a corporate governance measure that reinforces the governance capabilities of audit oversight quality.
We advance knowledge in four ways. First, the measure of audit oversight quality based on the frequency with which the word ‘audit committee’ is mentioned in firm reports is unique. We can locate only one other study in which one of these measures was used (
Abraham et al. 2024). In that study, the first measure of total frequency of mention of audit committees was used. The other two measures are used in this study for the very first time. Further,
Abraham et al. (
2024) measured audit oversight quality on firm performance not firm risk. Second, there is a paucity of research on the effectiveness of audit committee oversight on firm risk. As audit committee review of financial reports occurs on an ongoing basis, audit committee oversight provides a stream of accurate financial information that can serve as an early warning system to firms facing uncertain sales. Firms can then take corrective action before a sharp deterioration in financial performance that could result in insolvency. During economic downturns, audit oversight can highlight vulnerabilities in sales, markets, and losses of customers by measuring systematic risk and volatility of return on assets. Third, we add audit committee effectiveness on reducing risk to existing studies that have found that audit committee composition (
Ferreira 2008), audit committee characteristics (
Al-Ahdal and Hashim 2022;
Ayman 2022), and ownership concentration (
Shetnawi et al. 2021) improve firm financial performance. Unlike financial performance, risk is a negative outcome. Enhancing financial performance through audit oversight suggests that effective governance enhances a positive outcome but does not safeguard the firm from negative consequences such as insolvency. Risk reduction safeguards the firm from insolvency, arguably rendering audit oversight’s effect on risk reduction to be more consequential than its enhancement of firm performance. Fourth, we add to the literature on the governance effects of institutional ownership on audit committee activity. The existing literature has found that institutional ownership increases audit committee independence (
Ali and Meah 2021), increases women’s contribution to intellectual capital efficiency on audit committees increases audit committee engagement by increasing the frequency of meetings (
Sharma et al. 2009), and reduces material control weaknesses (
Tang and Xu 2007). The positive effects of institutional ownership on corporate governance may be attributed to demands by institutional investors for greater management accountability. This additional demand for accountability may be met by the monitoring capability of audit oversight, which may expose management’s excessive risk taking. Managers may respond by restricting such risk taking. This study converts this conceptual sequence into measures of the joint effect of institutional ownership and audit oversight on firm risk taking.
The remainder of the paper is organized as follows.
Section 2 is a review of the literature,
Section 3 describes the hypotheses development,
Section 4 describes methods and materials,
Section 5 presents results, and
Section 6 consists of conclusions.
4. Methods and Materials
4.1. Data Collection
We selected the pharmaceutical industry and the energy industry in the United States as the data sources. These industries are heavily regulated, with regulation providing some governance in its requirement that firms comply with industry standards. We reasoned that, in such industries, audit oversight quality will provide a measure of governance that is attributed to firm characteristics rather than the need to strengthen governance to comply with industry standards.
Three measures of audit oversight quality were created. In the United States, publicly traded firms are required to file annual reports, Form 10Ks, Form 10Qs, and DEF13A reports. The SeekEdgar database employs an algorithm that uses a search term to extract information from these reports. For example, upon using the term ‘audit committee’, SeekEdgar will extract the number of times the words ‘audit committee’ appear in all reports, along with the number of paragraphs in which the words appear. The SeekEdgar database was used to extract words, phrases, and paragraphs from annual reports, Form 10Ks, and Form 10Qs for 597 U.S. pharmaceutical securities and energy securities from 2010 to 2022. Upon searching for the words ‘audit committee’, we obtained the first measure of audit oversight quality as the total frequency with which ‘audit committee’ was mentioned in the reports. We maintained that the more frequently the term ‘audit committee’ was mentioned in company reports, the more likely the audit committee was engaged in examining audit reports to locate material misstatements, which, upon correction, can provide accurate financial information for strategic decision making. In other words, an audit committee that is actively engaged in providing oversight will be mentioned more frequently than an inactive audit committee. We obtained the second measure as the total number of long paragraphs (>300 words) containing the words ‘audit committee’. We posit that long paragraphs contain contributions to a firm’s policy of strategic importance, so that the engagement by audit committee members in these weighty decisions is a measure of their oversight that provides key input into strategic decision making. Long paragraphs contain a wealth of detail that describe the significant contribution that audit committee members make in taking information from the audit reports and employing them in the decision making of complex decisions. Such decisions are sufficiently complex to involve a multi-step process, resulting in long paragraph descriptions. The third measure of audit oversight quality was the total number of paragraphs with the words ‘audit committee’, suggesting audit committee engagement in both key strategic decisions and moderately important strategic decisions, as such decisions are described in paragraphs. The total number of paragraphs included audit committee involvement in both highly complex decisions in long and less complex decisions in short paragraphs. The total number of paragraphs described audit committee engagement in multistep and single-step decisions.
The remaining balance sheet measures of volatility of return on assets, components of z, leverage, total assets, and tangibility were obtained from the COMPUSTAT database. Market measures such as beta, institutional ownership, and the audit committee governance measure were provided by Institutional Shareholder Services (ISS), which is majority owned by Deutsche Börse Group, and, along with ISS management, is a private firm that collects corporate governance, market intelligence, fund services, events, and editorial content for institutional investors and corporations, globally.
Table 1 provides a list of dependent variables, independent variables, and control variables.
4.2. Data Analysis
Panel data fixed effects regressions of risk measures on audit oversight quality were conducted, as shown in Equations (1)–(3). Equation (4) tests the moderation by institutional ownership. Then, similar panel data fixed effects regressions using the ISS alternate governance measure were conducted to check the robustness of audit oversight quality as measures of corporate governance in Equation (5). Finally, endogeneity tests to determine whether audit oversight quality measures were measuring other variables were performed, using two-stage least squares. In the first stage, leverage, firm size, equity multiplier, and firm value were regressed on audit oversight quality measures, which acted as dependent variables. In the second stage, the exogeneous variable of the effect of leverage, firm size, equity multiplier, and firm value on audit oversight quality was regressed on the three risk measures.
6. Conclusions
6.1. Discussion of Results
Audit oversight quality measures differ in their impact on firm risk, indicating differences in their informational value. Audit oversight quality measure 1 is an overall measure of all sources of financial irregularities and their correction; hence, it reduces both systematic risk (an external measure of risk) and volatility of return on assets (the internal measure of risk). Audit quality measure 2 recognizes audit committee engagement in key strategic decisions. Such engagement is effective in reducing systematic risk. Audit quality measure 3 assesses audit committee participation in strategic decisions of moderate to high importance. This involvement reduces the volatility of return on assets.
Systematic risk is represented by the stock’s beta coefficient. As the beta rises, so does the threshold return required to make the stock acceptable for a portfolio as the stock becomes more risky. By providing corrections to financial irregularities that are inputs into key strategic decisions, audit oversight quality reduces the threshold risk to find a security acceptable for a portfolio. Therefore, audit oversight quality promotes the creation of portfolios that contain a wider selection of securities. Thus, audit oversight quality increases portfolio diversification, which is the cornerstone of risk reduction.
Risk from the volatility of return on assets is an internal risk measure as it is computed from the balance sheet accounts of net income and total assets. Audit oversight quality reduces this risk by exposing earnings management with excessive accruals and excessive discretionary expenses. As this exposure leads to better strategic decisions of moderate to high importance, audit oversight quality serves as an internal audit function.
Institutional ownership strengthens the effects of the second and third measures of audit oversight quality. As noted, the second measure of audit oversight quality reduces systematic risk. With institutional quality, this measure of audit oversight quality reduces the volatility of return on assets. Audit oversight quality’s corporate governance effect on external risk is complemented by institutional ownership’s corporate governance effect on the internal audit function. A converse effect exists with the third measure of audit oversight quality. As the third measure reduces the volatility of return on assets (which is an input into the internal audit function), institutional ownership supplements it by reducing external risk from investors who feel more confident about the stock.
6.2. Theoretical Implications
Much of the literature pertains to risk reduction in the form of insolvency risk (
Chen et al. 2015;
Koh and Lee 2017); yet, this study found no significant reduction in insolvency risk by any of the audit oversight quality measures. We surmise that actively engaged audit committee members can provide accurate financial measures that increase internal firm confidence and external investor confidence, which, in turn, reduce systematic risk and volatility of return on assets. Such engagement has been identified as audit committee independence, a large number of audit committee meetings, and financial expertise among audit committee members (
Nguyen 2021).
Nguyen (
2022) observed that the greater efficiency from this audit committee engagement reduced bank risk taking.
This study suggests that effective audit oversight limits agency costs by reducing risk. Effective oversight prevents management from increasing accruals and increasing discretionary expenses, both of which may contain additional amounts allocated for management’s private expenses and perquisites. With effective audit oversight, investors perceive greater control of incremental expenses so that their confidence in the firm grows, reducing systematic risk. As internal managers and employees perceive constant values of net income leading to stable profitability measures, they may be reassured that earnings manipulations, such as earnings management, are absent. This outcome reduces the volatility of return on assets. In sum, by restricting management’s ability to alter accounts to serve their own interests, audit oversight limits agency costs, which reduces firm risk.
The finding that institutional ownership as a governance measure strengthens the ability of audit oversight quality to reduce firm risk. Institutional owners are typically pension funds and life insurance companies that command vast assets under management. Fund managers are in regular communication with the firm as the firm solicits investment from the fund managers. The firm can provide evidence that audit oversight reduces firm risk to fund managers, who may be encouraged to invest in the firm’s stock.
However, this study explains only some of the prior findings of audit committee containment of agency conflicts.
Francis and Wilson (
1988) and
Kalbers and Fogarty (
1998) set forth that audit committee effectiveness was not explained by reduction of agency conflict. Perhaps, their measures of audit committee effectiveness did not have the same informational value as the measures used in this study.
Dey (
2008)’s finding of greater reduction of agency conflict due to audit committee independence and composition in high agency conflict environments is puzzling as it assumed that corporate governance was only effective under certain conditions. Future research should replicate the
Dey (
2008) study under varying agency conflict conditions to determine whether audit oversight can be effective in reducing agency conflicts in low agency conflict situations.
Elmarzouky et al. (
2024)’s review uncovered areas of future theoretical investigation. They called for a longitudinal study linking management risk reporting with audit firm risk reporting. This study provides some evidence of risk reporting by the audit firm. This study can be extended over a long period of time, such as 20 years, to measure the effect of audit oversight quality measures on insolvency risk, systematic risk, and volatility of return on assets. This audit firm risk reporting can be related to management risk reporting to compare whether both sources of oversight have similar effects on firm risk. Another area listed by
Elmarzouky et al. (
2024) is the need to increase the informativeness of audit reports. This would require reports that do not rigidly conform to established practice, such as maintaining a positive tone upon the impartation of negative news. The audit oversight quality measures used in this study may be employed by adding words and phrases indicating informativeness, such as ‘negative news’, to the search term of ‘audit committee’ in the Seekedgar database, which will extract the number of times the audit committee presented negative news of firm performance to the board. This frequency can then be used to predict firm risk. We hypothesize that increased informativeness due to positive news will reduce firm risk, while increased informativeness due to negative news will increase firm risk.
6.3. Practical Implications
Firms need to reduce risk. Internally, risk reduction boosts confidence among employees and managers. Externally, markets and investors value the firm’s stock at higher values with reduced risk. As audit oversight provides for external risk reduction by reducing external systematic risk and internal volatility of return on assets, firms need to have actively engaged audit committees. Engagement must take the form of hiring reputable audit firms, examining their findings pertaining to excessive accruals, excessive discretionary expenses, critical audit matters, debt, and earnings management. This information must become an input into the strategic decision-making process. Therefore, audit committee members must clearly communicate the financial irregularities found in audit reports and their adverse effects on firm risk. These adverse effects may include reputational damage, accompanied by irreversible losses of customers and markets.
Stakeholder theory maintains that the firm must balance the needs of vendors, customers, regulators, labor unions, and other stakeholders (
Freeman 1984). Such a balance may be achieved by the transparent and accurate financial statements that are the product of audit oversight. The different entities may decide to forego continuing business with the firm if they feel that the firm is concealing its true profits, sales figures, and expenses. Vendors may feel that they will not be paid if the firm is less profitable than is apparent. Employees may fear layoffs. Unions may become hostile if they feel that wage increases are not forthcoming. Regulators may impose sanctions if investments in meeting compliance requirements are not made.
Other practitioner implications pertain to fund managers, firms, and regulators. Mutual funds serve as a savings vehicle for households. Fund managers can use findings to find less risky securities. Such low-risk investments, i.e., with low betas and less volatility of return on assets, will be suited to the investment needs of small investors who do not have the large asset base to withstand losses from risky investments. Firms may wish to strengthen their audit oversight. They need to have dynamic creative accountants and non-accountants on their audit committees who will take the lead in enacting strategies to monitor management, reduce earnings management, and prevent material misstatements. Non-accountants play an important role on audit committees as they communicate financial information to other departments within the firm. Regulators should insist that firms have active audit committees, measured by the frequency of mentioning the term ‘audit committee’ in firm reports. If the frequency of the term ‘audit committee’ decreases in firm reports, regulators can demand that members of the audit committee be replaced until the frequency rises to its normal level.
6.4. Economic Implications
The results have implications for investors and other stakeholders. Audit oversight reduces the stock’s beta coefficient, suggesting that an investment in the stock will reduce the non-diversifiable risk of the stock. As per CAPM, the required return to find the security acceptable for inclusion in a portfolio will decrease, expanding the universe of securities available for portfolio creation. Call option traders will envision gains from increases in security prices, encouraging call option purchases. The Miller price optimism model (
Miller 1977) envisions a market in which optimists will trade based on positive information, while pessimists will refrain from trading due to high short-sale costs. In keeping with this model, audit oversight may encourage optimists to purchase securities of firms with high levels of audit oversight, and trading volume is expected to surge.
The reduction of ROA volatility would be of interest to institutional investors. ROA volatility suggests risk from varying profits. The inability to accurately forecast profits due to this variation increases uncertainty for institutional investors. Since institutional investors have large amounts of funds to invest, they have numerous choices for investment, These investors may abandon securities with high ROA volatility. As this study has shown that audit oversight quality reduces ROA volatility, it may encourage institutional investors to continue to invest in the securities of firms whose ROA volatility has been reduced by effective audit oversight.
6.5. Summary of Findings: Policy and Practice Implications
The findings of this study are as follows:
Audit oversight quality has not been shown to reduce insolvency risk.
Audit oversight quality measures of total frequency and audit committee input into important decisions reduce systematic risk.
Audit oversight quality measures of total frequency and audit committee input into decisions of moderate to high importance reduce volatility of return on assets.
The joint effect of audit oversight quality and institutional ownership reduces systematic risk and volatility of return of assets.
Audit policies may be shaped by these results. Professional standards must emphasize the need for audit committees to be engaged in monitoring both important decisions and decisions of moderate importance to the firm. This will strengthen the firm’s beta coefficient, making it more appealing to regulators and investors. Regulators will view the reduction in risk favorably, making them less likely to impose sanctions and fines on the firm. Investor confidence will increase, possibly leading to an inflow of investment capital. Institutions are exacting in their assessments of firms. They regularly downgrade firms perceived as being risky investments for their members. They will support firms whose audit oversight leads to less volatile profit figures, as stable consistent profits suggest financial health. They will be supportive of firms with strong audit oversight, as they can trust the profit figures published by such firms. Therefore, less volatile ROA from audit oversight may result in institutions keeping these stocks in their portfolios.
6.6. Research Limitations
This study did not find any prediction of insolvency risk by audit oversight quality; yet, the alternate governance measure observed insolvency risk reduction. Perhaps, the informational value of the existing audit oversight quality measures may be enhanced with additional measures. These measures may rate audit committee actions on a scale of 1–3, signifying the effect on liquidity, sales, or earnings of audit committee actions, as such actions have been shown to reduce insolvency risk. Future research should conduct such an investigation.
Total frequency of mention of ‘audit committee’ showed stronger effects as an audit oversight measure on the reduction of firm risk than either frequency of ‘audit committee’ listing in long paragraphs or all paragraphs. This finding pertained to contemporaneous measurements. Future research should investigate the consistency of this finding over time by employing the same sample over a longer 15–20 year period.
The reduction of agency conflict by audit oversight quality may need additional investigation. Given
Dey (
2008)’s finding of more effective corporate governance in high agency conflict environments, this study should be replicated in such environments to determine whether these measures of audit oversight quality have the same effects as those in the
Dey (
2008) investigation.
The sampled firms belonged to the pharmaceutical industry and the energy industry, both of which are heavily regulated. Future research should measure the effect of audit oversight quality on less regulated industries. As regulation is a form of governance, less regulated industries may show purer effects of audit oversight quality on firm risk, as any compounding effect of governance by regulation will be absent.
Other questions pertain to the control variables. What is the effect of leverage on insolvency risk if firms that use more leverage have higher risk than counterparties that are financed through equity? It would appear that leveraged firms have more risk, so future research should measure the effects of audit oversight quality on insolvency risk for separate samples of firms financed with debt and firms financed with equity.
Does firm size matter, in the sense that large firms have more risk than others? Does a higher tangibility ratio signify higher risk? By repeating the regressions of audit oversight quality with varying levels of firm size and tangibility, the extent of risk reduction may change. Future research should determine whether audit oversight quality reduces risk more or less among large firms and small firms. Similarly, future research should determine whether audit oversight quality reduces risk more or less among tangible firms with large fixed-asset investment or less tangible firms with less fixed-asset investment.