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Appendix： Disclosure on Internal Control Systems As a Substitute of Alternative Governance Mechanisms According to agency theory, various governance mechanisms reduce theagency problem between investors and management (Jensen and Meckling, 1976; Gillan, 2006). Traditionally, governance mechanisms have been identified as internal or external. Internal mechanisms include the board of directors, its role, structure and composition (Fama, 1980; Fama and Jensen, 1983), managerial share ownership (Jensen and Meckling, 1976) and incentives, the supervisory role played by large shareholders(Demsetz and Lehn, 1985), the internal control system (Bushman and Smith, 2001), bylaw and charter provisions (anti-takeover measures) and the use of debt financing (Jensen, 1993). External control is exerted by the market for corporate control (Grossman and Hart, 1980), the managerial labor market (Fama, 1980) and the product market (Hart, 1983). After the various financial scandals that have shaken investors worldwide, corporate governance best practices have stressed in particular the key role played by the internal control system (ICS) in the governance of the firm. Internal control systems contribute to the protection of investors interests’ both by promoting and giving assurance on the reliability of financial reporting, and by addressing the boards ’ attention on the timely identification, evaluation and management of risks that may compromise the attainment of corporate goals. These functions have been widely recognized by the most diffused frameworks for the design of ICS that have stated the centrality of internal control systems in providing reasonableassurance to investors regarding the achievement of objectives concerning the effectiveness and efficiency of operations, th