ISS corporate governance risk profiling: Testing the caretaker persona

Controlling corporate governance decision-making RISK is one of the prime safeguarding directives in the PCAOB’s requirement that the financials of Market Trading Firms [MTFs] are reasonably free from material error and thus are reliable indications of the results of operations. In this Corporate Governance Risk [CGR] context, it is important to understand the Interacting- & Integrated-Systemic Components of CGR and how they have evolved over time. We examine these aspects from Circa 1985 to date. We argue that the Driving Control System is: The Firm’s decision-making system of Internal Control over Financial Reporting [ICoFR] that impacts the Nature of CGR—to wit, Increasing CGRisk results as management experiences Increasing difficulties in maintaining adequate ICoFR. We examine the historical development of these systemic components and how they have spawned an Economic Sector of Firms that Rate & Score MTFs on the nature of their CGR profile, one currently predominate aspect of which is: The Nature of the MTF’s Caretaker Persona. With this as context, we present a duel-effect inferential design that examines the reliability of the Bloomberg™ Market Navigation Platform’s Institutional Shareholder Services™ [ISS]-Profiler as an information-link to be used in selecting MTFs to create CGR-sensitive Investment Portfolios. Our inferential results suggest for the MTFs in the ISS-Groups [{1: Lowest CGR} & {5: Mid-Level CGR} & {10: Highest CGR]}, it is likely that: (i) The decisions made by all involved in Management’s System of ICoFR, in its current COSO-version, are reflective of these MTF’s Caretaker Personas, (ii) The effects of these Caretaker Personas are analytically perceptible as reflected in the MTF’s Financials, and (iii) are aligned with the expected Nature of the ISS-Groups.