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Published by Sciedu Press 175 ISSN 1923-4023 E-ISSN 1923-4031
Developing Corporate Governance Index for Vietnamese Banking
System
Tran Thi Thanh Tu
1
, Pham Bao Khanh
2
& Phung Duc Quyen
3
1
VNU University of Economics and Business, Hanoi, Vietnam
2
Deposit Insurance of Vietnam, Ha Noi, Vietnam
3
Vietnam Bond Market Association Bond Association, Vietnam
Correspondence: Tran Thi Thanh Tu, VNU University of Economics and Business, Hanoi, Vietnam. E-mail:
[email protected]
Received: March 14, 2014 Accepted: April 6, 2014 Online Published: April 7, 2014
doi:10.5430/ijfr.v5n2p175 URL: http://dx.doi.org/10.5430/ijfr.v5n2p175
Abstract
The purpose of this paper is twofold. Firstly, we propose a specific method with a detailed questionnaire with 60
questions, divided into five main components: Shareholders and general shareholders meeting; Board of directors;
Supervisory board; Disclosure and transparency, auditing and Violations. Second, the method will then be applied to
calculate the CGI for 40 Vietnamese commercial banks in three years 2010, 2011 and 2012. To our best knowledge,
this is the first time that a questionnaire has been designed and applied to construct the CGI for the Vietnamese
banking sector. And thirdly, statistical analysis has been performed to examine the characteristics of the results
obtained from the questionnaire.
Keywords: corporate governance, Vietnamese banking, index
1. Introduction
Corporate Governance can be defined as the system used to manage and control firms; it consists of a set of market
and regulatory mechanisms which indicate how to manage accompany, including the relationships among different
stakeholders and the objectives of the company.
Research has demonstrated that financial institutions are critically important for economic growth and efficient
capital allocation of the economy. In the rapidly growing economies of Vietnam, as in many other emerging markets,
banks are set to play a crucial role. It is, therefore, important to understand the key elements for maximizing the
performance of banks and their role in the growing economies. While the corporate governance is deemed an
important factor of bank operation, little effort has been put up to quantitatively identify the current quality of
corporate governance in Vietnamese banks, and without this knowledge it is very difficult to improve the situation.
The most important contribution of our study is the design of a Corporate Governance Index (CGI) that can be used
to measure the quality of Corporate Governance system in the Vietnamese banking system. There were researches
conducted in corporate governance in Vietnamese enterprises as a whole but there were fewer researches for the
banking sector; to our best knowledge, this is the first study that designs and applies method to measure the quality
of corporate governance of 40 Vietnamese banks.
The CGI was constructed based on questionnaire which includes 60 questions divided into 5 categories: Shareholders
and general shareholders meeting; Board of directors; Supervisory board; Disclosure and transparency, auditing and
Violations. CGI of 40 banks were calculated for 3 consecutive years (2010 2012). The results show that the quality
of corporate governance in Vietnamese banks over the past three years has not had any major changes as the Index
fluctuates within the range of 41-44 (over the maximum score of 100). It is also found that listed banks have better
corporate governance practices those non listed banks. And finally, banks with larger assets are found to have better
quality of corporate governance than smaller banks.
2. Literature Review
The literature on constructing the Corporate Governance Index is vast. After having studied various researches in this
field, the paper review literatures in notable aspects of methodology to build a CGI.
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2.1 The General Procedure to Construct CGI
Step 1: To study the relevant (international and domestic) regulations, standards, best practices that should be
referred to in constructing the Index. These documents will serve as important benchmarks and guidelines to help the
researchers determine if a companys corporate governance is good or not.
Step 2: To identify the sub-indices of the Corporate Governance Index. There are several components that form
corporate governance of a company. Likewise, a CGI should be constructed from sub-indices corresponding to these
components. This breakdown in CGI can also help researchers and practitioners better understand the nature of
corporate governance in companies; hence take appropriate measures to improve it.
Step 3: Based on the regulations and standards studied in Step 1 and sub-indices identified in Step 2, the researchers
will design a detailed questionnaire that can help to evaluate the quality of corporate governance in companies. The
number of questions varies from one questionnaire to another, ranging from as few as 20 to more than 100.
Step 4: To grade answers to the questionnaire designed in step 3 and calculating the index. If the answer indicates
good corporate governance practice, the company will get higher score than when the answers indicate otherwise or
vice versa (that is, the answer indicating good practice will get higher score than the one indicating bad practice). All
the scores of the questions will then be added up to make the final Corporate Governance Index.
Specifically, the notable issues in constructing the Corporate Governance Index include:
2.2 Popularly Studied, Referred to Regulations and Standards
The overwhelming majority of researches refer to laws and regulations that companies have to comply with. The
most popular ones are:
- Law on Enterprise
- Law on Securities
- Law on Investment, Law on Foreign Investment
- The Stock Exchanges rules on stock listing and trading.
- Others
The most commonly cited set of standards in the corporate governance literature is the OECD Principles of
Corporate Governance (2004). The Basel Committee in 2010 published the Principles for Enhancing Corporate
Governance as guidelines for enhancing corporate governance in the banking industry. The Financial Stability
Boards Principles for Sound Compensation Practices in 2009 is also widely used while constructing CGI for
banks and financial services firms.
In addition, each country often develops its own set of standard for corporate governance in accordance with their
own laws and regulation. For example, Japan has the Principles of Corporate Governance for Listed Companies
(2009), Malaysia has the Malaysian Principles for Corporate Governance, India has the Clause 49 of the Listing
Agreement,
2.3 Sub-indices of the Corporate Governance Index
A CGI is often divided into several sub-indices representing specific aspects of companies corporate governance
(for example: Ananchotikul (2008), Sarkar J. et al(2012), Love and Rachinsky (2007), ). The following
components are, more often than not, presented in constructing a CGI:
- Composition of the Board
- Responsibility of the Board
- Rights of shareholders
- Transparency and disclosure
- Audit committee
Besides, the following components are also quite popular:
- Ownership structure
- Conflict of interests
- Compensation policies
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- Related-parties transactions
2.4 Methods Used to Collect Information
Depending on the number and contents of questions, the researchers may choose to collect the necessary information
to answer those questions either by sending the questionnaire to executives of companies and waiting for their
responses or by collecting the information on their own through websites, Board Meeting minutes, Annual Reports,
and other reports.
Collecting public information has a number of advantages over sending out questionnaires, such as:
- The sample will be more random and better represent the population since if the researchers send out the
questionnaire, firms instantly believe that they are being judged on the appropriateness of their Corporate
Governance structures. This may lead to the self-selection phenomena where only firms with good corporate
governance structures will respond. This also helps increase the response rate.
- The researchers collecting public information on their own also avoid the problem of intentionally inaccurate
reporting to overstate the companies actual quality of corporate governance.
However, self-collecting information often seems to be a daunting task since the number of questions can be as many
as more than 100 and the number of firms studied varies from about 50 to a few thousand. This, in turn, creates
another problem. With that many questions and firms, it is inevitable that answers to some of the questions for some
firms are just nowhere to be found. What should the researchers do in that case? Ananchotikul (2008) argues that
since transparency and disclosure are important aspects of corporate governance and the fact that the companies
choose not to disclose those information indicates that their corporate governance is inadequate, the scores they get
will be as low as possible.
2.5 The Number of Questions in the Questionnaire
There are two contrary opinions on the suitable number of questions (and hence variables) in constructing a CGI.
Most of researches, such as Love and Rachinsky (2007), Manawaduge (2012) or Ramlal (2011), agree that a large
number of questions are necessary to depict corporate governance of companies. The number of questions in these
researches range from about 30 to more than 100.
A study which uses a different approach is the one performed by Bebchuk et al. (2008), who identify a subset of the
24 governance practices composing the G-Index which are significantly correlated with value. The authors build an
Entrenchment index (E-index) using only 6 variables which are correlated with Tobins Q and demonstrate that an
increase in the index value (which corresponds to worse governance performances) is associated with sensibly
negative extra-returns in the period from 1990 to 2003. They show that the remaining 18 variables are not correlated
with firm value.
The authors argue against complex indexes which use a large number of variables, because many of them may not be
correlated with value, or they are determined by other variables. They go further explaining that such complex
indexes which include variables not correlated with value may be wrong measures of the quality of governance and
that using them may induce firms to adopt counter-productive governance mechanisms (Monda and Giorgino, 2013).
2.6 Question Types and Scores Assigned to Each Question
Two types of question often used in constructing a CGI are the True/False questions and the multiple choice
questions (MCQs). All studies employ True/False question. Especially Ramlal (2011), Ananchotikul (2008) and
Cheung et al. (2005) use True/False questions only, no other types of question. True/False questions have the
advantages of being simple, succinct and easy to score.
The majority of studies use both True/False questions and MCQs. MCQs can provide greater details and take into
account more circumstances that can happen in real life.
The scoring method used for each type of questions also differs. For True/False questions, the score is often either 1
or 0. For MCQs, each choice will have the corresponding score; the scores are often within the [0-1] interval but
sometimes the scores maybe negative or larger than 1.
For example, Love and Rachinsky (2007) provide the following options when they ask about the existence of a
corporate governance code:
A scoreof 0 if the company doesnt have the corporate governance code
A score of 0.5 if the company is developing one; and
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A score of 1 if the company has already had one.
In Tuteja and Nagpal (2013), the authors assign different scores to different questions, ranging from -2 to 5.
2.7 Calculating Method
The score of each question in the same group will be added up to form the sub-indices. The final CGI will be derived
either by weighted or un-weighted averaging the sub-indices. The weighted average method is used when researchers
believe that the components are not equally important and thus some sub-indices should have more weight than the
others. On the contrary, other authors such as Manawaduge (2012) or Love and Rachinsky (2007) prefer the
unweighted average because of its simplicity and that the authors do not have to make arbitrary or data-driven
judgments on the relative importance of each attribute.
3. Proposed Methodology to Construct a CGI for Vietnamese Banks
Based on the above literature review and method for CGI of Vietnamese firms byT.N.Thang, 2010, OECD principles
and Basel principles for enhancing corporate governance (2006), modifications from the innitially proposed methods
by the authors in March 2012, following CGI construction method for banks is proposed.
A questionnaire with 60 questions covering 5 main categories has been designed. These categories are based on all
principles of OECD which include: Shareholders and general shareholders meeting, Board of directors, Supervisory
board, Disclosure and transparency, auditing and Violations.Type and idea of each question and scoring scale
aremainly based on questionaire of CGI for Vietnamese firms by T.N.Thang (2010). They are then modified so that
tthey are in line with banking regulation such as the Law on credit institutions and regulation on management and
organizations of Vietnamese banks in Viet Nam and Basel corporate governance recommendations.
Questions are designed to be straight forward and marked based on marking scale in Appendix 1. The maximum
score is 100. If banks are found to have any violation of regulations, their scores will be deducted accordingly
Table 1. Five main categories of the questionnaire
Component Number of questions Maximum point
Shareholders and general shareholders meeting 18 37
Board of directors 20 34
Supervisory board 8 8
Disclosure and transparency, auditing 12 21
Violations 2 0
Source: The authors.
This questionnaire can be completed using public information and data of the bank including Annual Reports,
Audited Financial Reports, Reports and other materials in general shareholders meeting (GSM), other information
from websites of the banks and other related websites. Discussions with investors and experts are also sources of
information in some cases. The final CGI is the un-weighted average of the 5 sub-indices.
4. Result of Vietnamese Banks CGI
4.1 Results by Years
The law on credit institutions took effect in January 2010 called for many changes in corporate governance. However,
corporate governance index of Vietnam banks from 2010 to 2012 has been below average i.e. at 42/100, 42.7/100
and 43.3/100. This level of CGI suggests that there are many weaknesses in corporate governance of Vietnamese
banks. While there is a slight improvement from 2010 to 2011, CGI in 2012 is unchanged as compared to 2011. The
indication of this result is that the bank restructuring program of the Government started in 2011 has not brought
about any obvious effect.
There is an upward trend in the mean over three years. However, both the ANOVA F-test and the Welch F-test
cannot reject the null hypothesis that the means are equal at any conventional significance level. In other word, the
changes over the years are not statistically significant.
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4.4 Results by Components
The role of board of directors was found to be the weakest among the 4 areas of corporate governance; its CGIs
were only 12.6, 13 and 13.3 in 2010, 2011 and 2012 respectively over the maximum score of 34. Lack of
independence is found to be the main problem in corporate governance. The authors conducted in-depth interviews
with banks in Ho Chi Minh City in July 2013 and the information obtained also supports this finding. Most of
decisions are made by directors and the chairman of banks. Many so-called independent directors are in fact not
independent. Their decisions are heavily influenced by a group of dominant directors and chairman. This
phenomenon is embedded in management in Vietnamese banks partly due to Asian business culture which
overemphasize the importance of personal relationship. Moreover, many private banks in Vietnam had been founded
by a group of relatives or friends, which means such groups control the overwhelming majority of activities of the
banks.
The 2
nd
weakest area is supervisory board. They are required to be independent of the Board, which helps minimize
the conflict of interests. However, many of them are not independent in judging the board and bank performance due
to their close relationship with the chairman or CEO. One of the reasons for this problem is the same as for the board
of directors problems explained above.
The information disclosure, transparency and shareholders meeting are all just below average but better than role of
board of directors and supervisory board. This finding is supported by our in-depth interviews with banks. Through
the interviews, we also found out that the information disclosed is inconsistent and incomparable. Particularly, the
information is not transparent because not all investors can access the information on a timely manner. Those having
close relationship with banks can get the information earlier than others (mostly small investors). In fact, small
investors often invest based on herding behavior so they are even not aware of their rights to information of banks.
Moreover, many non-listed banks do not provide financial statements at the end of the period as scheduled.
Table 2. Results by components of the CGI
COMPONENT
CGI
2010 2011 2012
Min Max Average
% of
max
score
Min Max Average
% of
Max
score
Min Max Average
% of
max
score
I. Shareholders
and General
shareholdersme
eting (Max
Score: 37)
0 30 17.8 48.0 0 28 18.2 49.1 0 27 18.72 50.6
II. Board of
Directors CGI
2 (Max
score:34)
0 20 12.6 36.91 0 20 13 38.2 0 20 13.3 39.1
III. Supervisory
Board (Max
score: 8)
0 6 3.4 42.8 0 7 3.6 45 0 7 3.87 48.4
IV. Information
disclosure,
transparency
and audit (Max
score: 21)
0 16 9.9 47.1 0 16 10.1 48.2 0 14 9.28 44.2
V. Violation
(Max: 0)
-2 0 -0.4 -2 0 -0.48 -2 0 -0.67
CGI (Max: 100) 0 68 43.3 43.3 0 69 44.9 44.9 0 67 44.5 44.5
Source: Authors
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Published by Sciedu Press 183 ISSN 1923-4023 E-ISSN 1923-4031
5. Conclusion
This paper has proposed a method to build the Corporate Governance Index to measure the quality of corporate
governance of 40 Vietnamese banks.
A detailed questionnaire with 60 questions divided into 5 categories: Shareholders and general shareholders meeting;
Board of directors; Supervisory board; Disclosure and transparency, auditing and Violations has been prepared. This
questionnaire was completed using public information gathered from banks annual reports, financial reports, GSM
minutes, websites and other sources.
Statistical analysis of the results obtained suggests that the quality of corporate governance in Vietnamese bank over
three years 2010, 2011 and 2012 are stable and below the medium level with the CGI ranging from 41 to 44 over 100.
The results by listing status of the banks expectedly show that listed banks have better corporate governance
practices and thus significantly higher CGI. And finally, the results by assets size indicate that big banks tend to have
better quality of corporate governance than smaller banks.
The above result also supports finding of qualitative assessment of corporate govrenance for firms and banks by
Nguyen Dinh Cung (2006), Tran Thi Thanh Tu and Pham Bao Khanh (2011, 2012). Therefore, this result can
provide initial justification for the the proposed CGI construction methodology
Future studies to investigate the relationship between corporate governance and banks value or banks performance
can be carried out based on the CGI constructed in this paper.
References
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45429.
OECD. (2004). OECD Principles of Corporate Governance. OECD Publications, Paris.
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Sarkar, Jayati, Sarkar, Subrata, & Sen, Kaustav. (2012). A Corporate Governance Index for Large Listed Companies
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www.sciedu.ca/ijfr International Journal of Financial Research Vol. 5, No. 2; 2014
Published by Sciedu Press 184 ISSN 1923-4023 E-ISSN 1923-4031
Appendix 1. The questionnaire designed and used in this research
No. Description Points
I Shareholders and General Shareholders Meeting
1 If there are shares held by foreign individual and institutional investors 1
2 If the bank has intention and plan to go listed (For unlisted banks) 1
3 If the bank has plan to be listed on international market 1
4 The benchmark of proportion of shares a for large shareholder is 5%. 1
5 Shareholders can transfer their shares to others without restriction 1
6 The banks charter is fully complied with central bank regulations 1
7 The banks governance policies include:
Procedure to convene and vote General shareholders meeting.
Procedure to propose, nominate and terminate BOD members.
Procedure to convene BOD meetings.
Procedure to nominate and terminate executive positions.
Procedure to cooperate among governance units of the bank
Performance evaluation and bonus policy for governance units of the bank
1
1
1
1
1
1
8 Time of GMS meeting after the financial year end
2 months
> 2 months and 4 months
> 4 months
2
1
0
9 Invitation for GMS meeting is sent prior to date of meeting:
10 days
11 days 20 days
> 21 days
0
1
2
10 If the bank does not have a minimum requirement for numbers of shares held by investors for
shareholders to be eligible to attend the meeting
1
11 Information about GSM meeting is conveyed to shareholders by
Letter to shareholders
Website
Newspapers
1
1
1
12 The bank has guidelines and policy for GSM 1
13 The bank provides information about voting procedures and rules:
To shareholders
Public media
Both
1
1
2
14 Shareholders can vote through their representatives 1
15 Accumulative voting is applied in GSM 1
16 Reports of the board of directors include:
Report on bank operation and performance
Report on supervision of bank operation and financial conditions.
Report on supervision of BOM and executive staff
Evaluation of the cooperation among BOD, supervisory board, BOM and shareholders
Others
1
1
1
1
1
17 Reports by supervisory board at GSM include:
Operation and performance of supervisory board
Meeting results and decisions of supervisory board
Report on supervision of operation and financial conditions of the bank
Report on supervision of BOD and BOM
Evaluation of the cooperation among BOD, supervisory board, BOM and shareholders
Others
1
1
1
1
1
1
18 GSMs resolution are published on the bank website 1
II Board of Directors
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19 The ratio of non-executive and independent directors to total BOD members is:
> 1/2
1
2
20 Number of independent directors:
2
> 2
1
2
21 Information on qualification, training and experience of BOD members is:
Published on website or on public media
Informed in GSM
Both on website or public media and GSM
Not disclosed
1
1
2
0
22 Chairman is independent director 1
23 BOD has following committees:
HR committee and Risk management committee
HR committee, Risk management committee, others
1
3
24 The bank has following procedures:
Selection, nomination and termination of BOD members
Selection, nomination and termination of executive officers.
1
1
25 Profile of BOD candidates are notified to shareholders prior to the GSM 1
26 BOD member has informed their commitment of integrity, accuracy and relevance of information
provided
1
27 Term of board members are not the same 1
28 Minutes and resolution of BOD is published 1
29 There is published information which help evaluate competency and independence of member of
audit committee or internal audit department
1
30 The bank has its secretary or secretariat to BOD 1
31 The requirement of shares held by a shareholder to become BOD candidate is 5% and less than
that.
1
32 The bank has code of ethics 1
33 Performance of BOD members are evaluated 1
34 The bank has:
Back up personnel plan
Disclosed number of board meetings in a year
Disclosed attendance of BOD members in the year
Disclosed responsibilities of each board member
Provided training to board member
Buy insurance of responsibility for board member
1
1
1
1
1
1
35 Remuneration for board member is based on:
Financial performance
Behaviors in fulfilling their duties
Both financial performance and behaviors
1
0
1
36 BOD is independent in deciding managements remuneration. 1
37 Remuneration for BOD is:
Cash
Common share
Preferred share
1
1
1
38 The bank discloses the following information in GSM:
The whole remuneration for BOD
Remuneration of each member
Plan for the coming years remuneration
1
1
1
III Supervisory board
39 There is information for shareholders to evaluate training background and experience of 1
www.sciedu.ca/ijfr International Journal of Financial Research Vol. 5, No. 2; 2014
Published by Sciedu Press 186 ISSN 1923-4023 E-ISSN 1923-4031
supervisory board members.
40 Supervisory board members have commitment of business ethics 1
41 Supervisory board has their own procedure in order to implement their duties independently 1
42 The bank has procedure and policy in nominating and terminating supervisory board members. 1
43 Supervisory board has their own operation policy. 1
44 The number of meetings per annum of supervisory board is disclosed 1
45 Supervisory board members are paid based on their performance 1
46 The bank provides training to supervisory board members. 1
IV Disclosure and transparency, auditing
47 The bank prepares financial reports based on:
Vietnam accounting standard
International accounting or reporting standard
Both
1
1
2
48 The bank discloses:
Unaudited financial reports quarterly and yearly
Audited annual financial reports
Consolidated reports and bank reports
Annual report
Internal transactions
Third party transactions
1
1
1
1
1
1
49 The bank has disclosed financial reports
Monthly, quarterly, annually
Quarterly, annually
1
1
50 The bank discloses financial reports and annual report on time as specify by central bank 1
51 The bank gives explanation for late disclosure of above reports 1
52 The bank gives explanation for differences (if any) between unaudited financial report and audited
financial report.
1
53 The bank has :
its own website and updated continuously
in English
1
1
54 Communication with shareholders is done through:
Shareholders newsletter
Shareholders meeting
Others
1
1
1
55 The external auditor is among big four (E & Y, PWC, KPMG, Deloitte Vietnam) 1
56 The bank has procedure for selecting external auditor 1
57 The bank has policy to change external auditor 1
58 The bank actually changes external auditors at least every 5 years 1
V Violations
59 There is evidence for violation related to information disclosure - 1
60 There is evidence for violation related to audit - 1
www.sciedu.ca/ijfr International Journal of Financial Research Vol. 5, No. 2; 2014
Published by Sciedu Press 187 ISSN 1923-4023 E-ISSN 1923-4031
Appendix 2. Test for equality
- Test for equality of means between CGI series by years 2010, 2011, 2012
Test for Equality of Means Between Series
Date: 12/11/13 Time: 12:12
Sample: 1 40
Included observations: 40
Method df Value Probability
Anova F-test (2, 117) 0.074559 0.9282
Welch F-test* (2, 77.7121) 0.079408 0.9237
*Test allows for unequal cell variances
Analysis of Variance
Source of Variation df Sum of Sq. Mean Sq.
Between 2 37.85000 18.92500
Within 117 29697.45 253.8244
Total 119 29735.30 249.8765
- Test for equality of means between CGI series by listing status
Test for Equality of Means Between Series
Date: 11/30/13Time: 22:21
Sample: 1 31
Included observations: 31
Method df Value Probability
t-test 38 3.717235 0.0006
Satterthwaite-Welch t-test* 27.98795 5.306598 0.0000
Anova F-test (1, 38) 13.81784 0.0006
Welch F-test* (1, 27.9879) 28.15998 0.0000
*Test allows for unequal cell variances
Analysis of Variance
www.sciedu.ca/ijfr International Journal of Financial Research Vol. 5, No. 2; 2014
Published by Sciedu Press 188 ISSN 1923-4023 E-ISSN 1923-4031
Source of Variation df Sum of Sq. Mean Sq.
Between 1 2242.832 2242.832
Within 38 6167.943 162.3143
Total 39 8410.775 215.6609
- Test for Equality of Means between CGI series by assets size
Test for Equality of Means Between Series
Date: 12/11/13 Time: 12:11
Sample: 1 35
Included observations: 35
Method df Value Probability
t-test 38 -2.193286 0.0345
Satterthwaite-Welch t-test* 15.90436 -1.908970 0.0745
Anova F-test (1, 38) 4.810502 0.0345
Welch F-test* (1, 15.9044) 3.644168 0.0745
*Test allows for unequal cell variances
Analysis of Variance
Source of Variation df Sum of Sq. Mean Sq.
Between 1 945.0964 945.0964
Within 38 7465.679 196.4652
Total 39 8410.775 215.6609