Determinants of Voluntary Audit Committee Formation in a Two-Tier Board System of a Post-transitional Economy – The Case of Slovenia

Abstract

This paper investigates the determinants of voluntary audit committee (AC) formation in a setting characterized by: (i) a two-tier board system; (ii) a post-transitional economy. Both factors may affect the system of incentives that influences the decision to form an AC and both factors distinguish this paper from existing studies that are usually done under a unitary-board system in a developed capital market. Only a minority (17%) of companies in our sample had voluntarily established ACs by the time ACs had become mandatory by law. We find that larger firms, firms with larger supervisory boards and firms with less debt (rather than more) are more likely to have voluntarily established an AC. Although the inverse relationship between debt and AC formation contradicts the debt holder–manager conflict it can be explained in the context of a post-transitional economy, where the ownership structure appears not to have stabilized yet and where debt has been used as a means of achieving effective control of firms by insiders.