1. Introduction
This study investigates the impact of direct ownership of a parent company and multiple large shareholders (MLSs) on the audit fees paid to the external auditors of listed subsidiaries in stakeholder-oriented corporate governance.
Recent studies on ownership structure and audit fees have focused on the relationship between controlling shareholders and MLSs, not just controlling shareholders alone. The reason for this is that the actual ownership structure of firms in regions around the world, such as the United States, Europe, and East Asia, includes MLSs in many cases, rather than simple controlling shareholders and widely dispersed non-controlling shareholders [
1,
2,
3,
4]. Controlling shareholders can appoint board members and allow management to make decisions favorable to them at the expense of, or exploit the wealth of, non-controlling shareholders [
5,
6]. This can create a problem called principal–principal (PP) conflict between controlling shareholders and widely dispersed non-controlling shareholders. MLSs may collude with controlling shareholders to exacerbate PP conflicts [
2,
7,
8] or mitigate PP conflicts through MLSs’ monitoring of controlling shareholders, competition for corporate control, or search for private information about management [
9,
10,
11]. Transactions and unclear accounting disclosures that could arise from PP conflicts could increase audit risk for external auditors and affect audit fees. Indeed, a previous study that investigated French family firms with MLSs [
12] shows that audit fees decrease with the presence of MLSs, under the assumption that family ownership increases audit risk. This suggests that MLSs mitigate PP conflicts and reduce audit risk by enhancing governance through monitoring and competition for controlling shareholders.
The motivation for this study is that recent studies have pointed out that the relationship between firm ownership structure and audit fees may differ significantly depending on the economic environment, including corporate governance orientation and the legal system surrounding the firm [
13]. In countries where shareholder-oriented corporate governance is adopted, investor protection is high [
14] and external stakeholders demand timely and high-quality public accounting information to mitigate information asymmetries [
15]. Given the strong expectations for disclosure to reduce information asymmetry in shareholder-oriented countries [
15] and the high litigation risk [
16], especially in the US, the relationship between ownership structure and audit fees is considered to reflect the level of agency conflicts associated with the ownership structure [
13]. On the other hand, in countries where stakeholder-oriented corporate governance is adopted, accounting information is more susceptible to political interference, information asymmetries among stakeholders tend to be mitigated through private communication, and litigation risks are smaller [
15,
16]. As a result, in stakeholder-oriented countries, the relationship between ownership structure and audit fees may change depending on the demands of controlling shareholders to the auditor, as the auditor’s interest shifts from litigation to client demands [
13,
17]. In fact, previous studies that investigated the relationship between corporate governance orientation and audit fees through international comparisons [
13] show that the relationship between ownership structure and audit fees differs when corporate governance orientation is different. Meta-analyses have also shown that audit fees depend on different corporate governance and economic environments [
18,
19].
As previously mentioned, many firms have MLSs along with controlling shareholders. Previous studies dealing with the relationship between ownership structure including MLSs and audit fees [
12] assume exploitation by controlling shareholders and PP conflicts and analyze the mitigation of conflicts by MLSs. On the other hand, in firms that adopt stakeholder-oriented corporate governance, it is important to analyze controlling shareholders’ and MLSs’ demands for auditors, because the intensity of their demands for audit effort can be a determinant of audit fees [
13]. This paper addresses this research gap.
The value of this study arises from applying the analysis of the impact of controlling shareholders and MLSs on audit fees, already tested in previous studies [
12], to Japanese firms adopting stakeholder-oriented corporate governance. The impact of audit fees based on demands for audit services by controlling shareholders can also arise in countries where shareholder-oriented corporate governance is adopted. However, in shareholder-oriented countries, it is difficult to observe the impact of controlling shareholders’ demands for audit services because audit fees are affected by the agency costs arising from PP conflicts between controlling and non-controlling shareholders [
12]. On the contrary, we can address this issue by using the unique setting of a listed subsidiary in Japan. In Japan, parent companies tend to establish subsidiaries as part of their business strategy to create flexible organizational forms suitable for their environment [
20]. At the same time, in Japanese firms that adopt a stakeholder-oriented corporate governance, monitoring by banks, employees, or between firms mitigate PP conflicts. In particular, ownership by the parent company leads listed subsidiaries to be managed on a long-term horizon, which tends to increase the sales growth rate of listed subsidiaries [
21,
22]. Conflicts between controlling shareholders (parent companies) and non-controlling shareholders, or PP conflicts, are not severe in Japanese listed subsidiaries because the growth of listed subsidiaries is also distributed to non-controlling shareholders through capital gains [
21,
22]. In addition, parent companies generally have an incentive to disclose information and reduce the cost of capital [
23] for the long-term growth of their listed subsidiaries, and parent companies are likely to require greater audit effort from the auditors of their listed subsidiaries.
However, even for Japanese listed subsidiaries, theoretically a parent company can exploit the wealth of non-controlling shareholders through various transactions with its subsidiaries and may disclose unclear information to non-controlling shareholders. As previous studies have pointed out [
24], a positive relationship between parent company control and audit fees can only be established if the financial gains from sending a signal to investors that a quality audit is being performed are large relative to the costs of a quality audit. If the parent company requires inadequate listed subsidiary disclosures, the demand for audit effort from the subsidiary’s auditor may be smaller, resulting in lower audit fees.
Thus, using the Japanese setting, we can analyze the demands for audit services of the controlling shareholder (parent company), and at the same time we can observe the interaction between the parent company and MLSs when MLSs exist as shareholders of the listed subsidiaries.
Using data on Japanese emerging companies from 2010 to 2019 (6653 firm-years), we find that (1) parent company ownership (PO) leads to higher audit fees for listed subsidiaries under stakeholder-oriented corporate governance, and (2) the existence of MLSs weakens the positive relationship between PO and audit fees of listed subsidiaries. These results are robust for controlling shareholders other than the parent company, the choice of MLS proxy variables, and self-selection bias.
This paper contributes to the literature on the relationship between ownership structure and audit, or stakeholder-oriented corporate governance, in the following points.
First, we show that in Japanese firms that adopt a stakeholder-oriented corporate governance, direct ownership by the parent company increases audit fees. Previous studies analyzing the relationship between ownership structure and audit fees have shown that as the ownership of a particular shareholder increases, that shareholder can directly monitor management through the appointment of board members [
25]. Therefore, controlling shareholders in countries where stakeholder-oriented corporate governance is adopted enjoy rents from privately obtained information, and thus demand less effort from auditors, resulting in lower audit fees [
13]. However, given the research context of Japanese spin-offs, audit fees may increase as parent companies have incentives to grow their subsidiaries and have a need to proactively disclose information to widely dispersed non-controlling shareholders to avoid increased cost of capital due to potential PP conflicts. In addition, MLSs have access to relevant information through private channels, which may reduce the demand for high-quality accounting information and decrease audit fees. The results of this paper support the latter view. Our more important contribution is that while previous studies have derived their hypotheses from the relationship between agency costs and audit risk due to PP conflicts [
12,
13], our study shows that audit fees are also affected by the demands of controlling shareholders and the presence of MLSs in situations where stakeholder-oriented corporate governance is adopted and PP conflicts are not serious. Thus, this paper shows that audit quality is also affected by the demands of controlling shareholders, which is particularly important for firms adopting stakeholder-oriented corporate governance [
13], which are relatively influenced by the demands of controlling shareholders and MLSs.
The study also has implications for sustainable economic development and practical aspects of sustainability reporting. The audit system is an alternative monitoring mechanism that reinforces corporate governance by ownership structures [
26] and is also a fundamental system that supports securities market disclosure, which is essential to the effectiveness of financial reporting. Therefore, this study’s results have implications for the development of effective corporate governance mechanisms in stakeholder-oriented systems, which will contribute to continued growth and economic development through these systems [
27].
Relatedly, the relationship between corporate sustainability reporting and internal auditing has often been discussed in recent years [
28,
29]. External auditors also provide a variety of non-audit services, including sustainability reporting assurance and sustainability management [
30]. The results of this paper suggest that in Japan, where stakeholder-oriented corporate governance is adopted, audit practice is influenced by the demands of controlling shareholders and MLSs when they exist. Therefore, services related to sustainability reporting may also be affected by controlling shareholders and MLSs. Therefore, this study is useful not only for auditors but also for standard setters who consider the audit system and its relationship with non-audit services.
The rest of this paper is organized as follows. In
Section 2, relevant studies are discussed. In
Section 3, the hypotheses are developed, and
Section 4 indicates the analytical methods and data.
Section 5 presents the results of our analysis, and
Section 6 presents the findings and implications of this study.
3. Hypotheses Development
Japanese listed subsidiaries can be characterized by the following two points. First, Japanese firms have formed bank-centered or relationship-oriented business groups called
keiretsu [
51]. Therefore, many Japanese firms have developed strong inter-firm networks with other firms in terms of financial, human, and business relationships. Under these inter-firm networks, Japanese firms are monitored by banks and cross-holding companies in order to maintain strategic and long-term relationships. As a result, Japanese firms adopt so-called stakeholder-oriented corporate governance, which seeks to achieve goals beneficial to various stakeholders, including non-controlling shareholders [
22,
34,
52,
53]. Under stakeholder-oriented corporate governance, the demand for accounting information is small, as the interests among stakeholders are resolved through private channels [
15].
Second, Japanese firms generally adopt a management strategy of spinning off growing businesses into subsidiaries [
20]. Furthermore, Japanese listed subsidiaries distribute wealth to non-controlling shareholders through sales and capital gains because the parent company encourages the subsidiary’s sales growth for a long-term period [
21,
22]. Thus, PP conflicts between parent companies and non-controlling shareholders are not serious in Japanese listed subsidiaries [
21]. Therefore, the controlling shareholder, namely the parent company, has a clear incentive to grow the subsidiary, in addition to not having to consider the serious agency costs arising from PP conflicts, as discussed in previous studies [
12].
Based on these discussions, this paper focuses on the key stakeholders, controlling shareholders (parent companies), and MLSs and examines their impact on audit fees in terms of audit demands.
3.1. Parent Company Control and Audit Fees
Japanese firms tend to spin off growing businesses to establish them as subsidiaries as a management strategy [
20]. Further, Japanese firms aim at maximizing market share and sales volume rather than seeking short-term profits [
54]. Thus, Japanese parent companies are likely to encourage their subsidiaries to manage over a longer time horizon and invest in growth opportunities [
21,
22]. Moreover, under parent company control, wealth is also returned to stakeholders through sales distributions and capital gains from subsidiary growth, so even if wealth transfers occur from non-controlling shareholders to the parent company, this does not necessarily imply exploitation [
21]. From this perspective, the parent company has an incentive to minimize conflicts with non-controlling shareholders while trying to grow the subsidiary in the long term.
It should be noted, however, that the parent company’s investment in the subsidiary and its sales growth is assumed to be associated with a lower dividend payout ratio [
21] and a reallocation of wealth within the corporate group [
22]. Moreover, previous studies on PP conflicts with respect to control by parent and family firms in Japan have limited the examined variables to dividends and profits, which does not necessarily mean that wealth deprivation by controlling shareholders does not occur [
47]. In other words, greater information asymmetry between controlling and non-controlling shareholders (or between management and shareholders) could potentially increase the cost of capital for subsidiaries with an increase in agency costs as a result of potential wealth exploitation. Therefore, the parent company would require high-quality accounting information to mitigate information asymmetries between the parent company (or subsidiary management) and widely dispersed non-controlling shareholders. For example, parent companies are expected to have incentives to proactively disclose private information about the future cash flows of their listed subsidiaries in order to reduce information asymmetry with widely dispersed non-controlling shareholders, increase the liquidity of their shares [
55], reduce their cost of capital [
56], and improve their subsidiaries’ ability to raise capital [
23]. Thus, the parent company tends to require greater audit efforts from the subsidiary’s auditors, which may result in higher audit fees.
However, the above discussion assumes that Japanese parent companies do not exploit the non-controlling shareholders of their listed subsidiaries and promote the long-term growth of the subsidiaries as part of their business strategy. As previous studies pointed out [
24], a positive relationship between parent company control and audit fees is only possible if the financial benefits obtained by sending a signal to investors—that a quality audit is being performed—are large compared to the cost of a quality audit.
Inadequate disclosure helps protect the private benefits of the parent company, even at the expense of the non-controlling shareholders of the listed subsidiary [
24]. Furthermore, the litigation risk for auditors in Japan is smaller than that in the U.S. [
16], and auditors are likely to respond to the demands of the controlling shareholders, namely, the parent company [
17]. Indeed, previous studies on PP conflicts between controlling and non-controlling shareholders and the quality of accounting information show that the more serious the PP conflict, the worse the quality of accounting information [
57,
58]. This information suggests that if the parent company requires inadequate listed subsidiary disclosure, the demand for audit effort from the subsidiary’s auditor is likely to be smaller, resulting in lower audit fees.
Thus, the relationship between control by the parent company and audit effort (audit fees) of listed subsidiaries can be explained from two different perspectives, and these are empirical issues. We, therefore, pose the following two hypotheses:
Hypothesis 1a (H1a). Compared to other firms, audit fees for listed subsidiaries are high.
Hypothesis 1b (H1b). Compared to other firms, audit fees for listed subsidiaries are low.
3.2. MLSs Ownership and Audit Fees
The actual capital structure is not binary, comprising controlling shareholders and widely dispersed non-controlling shareholders; rather, MLSs are also often the non-controlling shareholders [
12]. MLSs have an incentive to monitor management due to their investment size [
35]. They, therefore, will implement direct monitoring by appointing board members and collecting information directly from management [
25]. Further, block holders such as MLSs have access to value-related private information [
59]. For these reasons, the demand for the high-quality accounting information of MLSs as non-controlling shareholders is small, as the information asymmetry between the parent company and MLSs is eliminated through private channels.
From the perspective of the parent company, MLSs would also reduce the incentive to provide high-quality disclosures. Generally, parent companies hold more than 50% of the listed subsidiary’s shares to retain control of the subsidiary’s management. Thus, when MLSs exist, a large portion of the listed subsidiary’s financing is conducted among a very limited number of investors. Thus, the parent company can raise most of the listed subsidiary’s capital by simply responding to the MLSs’ demands, which reduces the demand for disclosure to other widely dispersed non-controlling shareholders.
As described above, from the viewpoints of both controlling and non-controlling shareholders, MLSs would reduce the parent company’s demand for high-quality audits. In fact, previous studies on firms with governance systems that differ from shareholder-oriented corporate governance showed that audit fees are smaller in firms with more concentrated ownership [
13,
25,
50]. Based on the above, the following hypothesis is raised.
Hypothesis 2 (H2). Listed subsidiaries with MLSsare restrained from increasing audit fees.
6. Discussion and Conclusions
Previous studies on ownership structure (controlling shareholders and MLSs) and audit fees [
12] stand on the agency costs caused by PP conflicts and the audit risks faced by auditors. However, in countries where stakeholder-oriented corporate governance is adopted, accounting information is more susceptible to political interference, information asymmetries among stakeholders tend to be mitigated through private communication, and the litigation risk is smaller [
15]. As a result, in stakeholder-oriented countries, the relationship between ownership structure and audit fees may change depending on the demands of controlling shareholders for auditors [
13], as auditors’ attention shifts from litigation to client demands [
17]. Therefore, it is necessary to examine controlling shareholders’ demands for audit services and audit fees in order to understand the characteristics of external audits, especially in firms that adopt stakeholder-oriented corporate governance. To address this research gap, this paper focuses on Japanese-listed subsidiaries that adopt stakeholder-oriented corporate governance and analyzes the impact of direct ownership by the parent company and MLSs on audit fees.
In Japan, parent companies tend to spin off growth businesses as subsidiaries [
20] and to manage listed subsidiaries on a long-term horizon to maximize sales growth rates [
21,
22]. As a result, PP conflicts between parent and noncontrolling shareholders are less severe in listed subsidiaries [
21], and parent companies may have incentives to reduce their cost of capital by disclosing information to widely dispersed noncontrolling shareholders [
23]. Therefore, audit fees are likely to be higher for listed subsidiaries. On the other hand, if the costs associated with disclosure exceed the benefits derived from it, the parent company may be able to enjoy private benefits from insufficient information. Therefore, in theory, audit fees can be lower for listed subsidiaries. As discussed above, the demands for audit services by parent companies as controlling shareholders of listed subsidiaries is an empirical issue.
The results of this paper indicate that audit fees are higher for listed subsidiaries (i.e., when owned by the parent company). It is also shown that audit fees are smaller when MLSs are present. This is consistent with expectations from previous studies [
25,
59].
Our research contributes to both research on auditing or stakeholder-oriented corporate governance and practice on sustainable economic development. First, for the audit and corporate governance studies, we showed that controlling shareholders’ demands of auditors affect audit fees. We also show that MLSs affect audit fees even under stakeholder-oriented corporate governance. The relationship between ownership structure and audit fees is influenced by corporate governance orientation [
13]. Moreover, the ownership structure of a firm does not necessarily consist of controlling shareholders and widely dispersed non-controlling shareholders; in fact, MLSs exist, and the existence of MLSs affects audit fees [
1,
2,
3,
4,
13]. The results of this paper reveal the impact of controlling shareholder parent company demands and MLSs on audits in firms that adopt stakeholder-oriented corporate governance, indicating that controlling shareholders’ demands for audit services and the existence of MLSs are one of the determinants of audit fees in firms that adopt stakeholder-oriented corporate governance.
Auditing is considered to be a monitoring mechanism different from the corporate ownership structure [
26], reducing information asymmetry by guaranteeing higher accounting information quality and ensuring that all shareholders are treated equally and agency problems can be mitigated [
13,
25,
38]. Because key stakeholders tend to resolve information asymmetry problems through insider communication, the level of audit effort is affected not only by the audit risk from PP conflicts [
12], but also by the demands of key stakeholders where stakeholder-oriented corporate governance is adopted. Therefore, by considering audit systems that are useful to other stakeholders, such as debt holders, it may be possible to design more effective corporate governance systems that combine ownership structures and audit systems. In conclusion, this paper provides suggestions for making effective corporate governance in a stakeholder-oriented system, which will contribute to sustainable growth and economic development [
27]. In this regard, external auditors also provide various non-audit services such as sustainability reporting assurance and sustainability management [
30]. The results of this paper suggest that in Japan, where stakeholder-oriented corporate governance is adopted, audit practice is influenced by the demands of controlling shareholders and MLSs when they exist. Therefore, services related to sustainability reporting may also be affected by controlling shareholders and MLSs. Therefore, this study is useful not only for auditors but also for standard setters who consider the audit system and its relationship with non-audit services.
Finally, we identify the remaining challenges to our study. First, our study leaves room for improvement in the estimation model used to test our hypotheses. For example, a recent study has shown that client sentiment [
75] and other factors affect audit fees. In addition, because this paper focuses on the existence of parent firms, it is not possible to use a fixed-effects model. These may have influenced the estimation results in this paper by omitted variables bias. Second, recent research on auditing often discusses audit fees not only in terms of audit work, but also in conjunction with non-audit work, auditor rotation, and other social relationships [
76,
77,
78,
79,
80,
81]. Third, our study does not consider ultimate ownership. Due to the limitations of the database, our variable on ownership is a very simplified variable. This paper does not consider factors other than these ownership structures that affect audit fees, which is a topic for future work.