Lecture 8: Comparative Corporate Governance

Größe: px

Ab Seite anzeigen:

Download "Lecture 8: Comparative Corporate Governance"

Maria Schreiber
vor 6 Jahren
Abrufe

1 Wirtschaftswissenschaftliche Fakultät Lecture 8: Comparative Corporate Governance Tutorial SoSe 2017 Anna Scheer

2 Corporate Governance and Institutions OECD Principles of corporate governance intergovernmental organisation Regional/national corporate governance codes Corporate Governance Capitalism Comparative CG: Cultural-institutional approach: corporate governance regime = institution variation due to cultural and institutional factors Institutional clusters Societal approach: embeddedness of national institutions responses to internationalising capital markets 2

3 The Cultural-institutional Approach (1) Institutional clusters coordinated market economies liberal market economies Liberal market economies Coordinated market economies Financial system Short-term horizons high risk-taking Shareholder Value Orientation Long-term financing of companies Bank-centred Industrial relations system Inter-company system Deregulated labour market Weak unions (ineffective employee representation) Unilateral control by TMT Strong competition requirements limited cooperation Unions = important Cooperative industrial relations Coordinated wage bargaining across companies substantial technology and standardsetting cooperation between companies Stakeholder Orientation 3

4 The Cultural-institutional Approach (2) Corporate governance = institution comparative institutional advantages/competitive advantages Changing capital markets Impact (choice) of formal institutions (as aspect of culture) on corporate governance Divergence within the different models of corporate governance Convergence of listed companies (MNCs) Differences in capital markets and regulation ownership structure relationship between stakeholders 4

5 The Cultural-institutional Approach (3) Institutional (cultural) differences determine corporate governance differences Differences in Corporate Governance capital markets and regulations ownership structure relationship between shareholders and management board structure employee representation corporate restructuring 5

6 The Societal Approach (1) No clear distinction between cultural-institutional and societal approach with regard to basic assumptions societal approach more focused on the possibility for the development of corporate governance within the societal environment stress of embeddedness Reminder: Four different scenarios Convergence towards the Anglo-American neoliberal market system Greater specialisation of nations according to their institutions and cultures Path-dependent adaptation of the domestic institutional context (no convergence) Hybridisation with change in a path-deviant manner 6

7 The Societal Approach (2) Possibility: Hybrid Convergence (Höpner/Jackson 2002): the interconnection between old institutions and new regulations without abruptly disrupting continuity Changes in the German Corporate Governance Code/Company Legislation Reminder: Four different scenarios of globalisation Convergence towards the Anglo-American neoliberal market system Greater specialisation of nations according to their institutions and cultures Path-dependent adaptation of the domestic institutional context (no convergence) Hybridisation with change in a path-deviant manner 7

8 Corporate Governance and the Firm (1) Example: Germany Appointment of the Government Commission German Corporate Governance Code in September 2001 by the Federal Ministry of Justice first code in 2002 (now: 14 th version (2017)) Commission: members from research facilities, board members of public/listed companies Influence of companies on the Corporate Governance Code GCGC: regulations and guidelines but: 161 AktG: Declaration of Conformity 8

9 Corporate Governance and the Firm (2) 161 Corporate Governance Codex Declaration (1) 1 The management board and supervisory board of the listed company shall declare annually that the recommendations of the Government Commission German Corporate Governance Codex published by the Federal Ministry of Justice in the official part of the electronic Federal Gazette has been and will be complied with or which recommendations have not been or will not be applied and why. 2 The same shall apply to the management board and the supervisory board of a company which has exclusively issued other securities than shares for trading on an organised market within the sense of 2 (5) of the Securities Trading Act and the issued shares of which shall, on the company s own initiative, only be traded via a multilateral trading system within the sense 2 (3) sentence 1 No. 8 of the Securities Trading Act. (2) The declaration shall be continuously available to the public on the company s Internet page. 9

10 Corporate Governance and the Firm (3) Example: USA Corporate Governance as a source of competitive advantage For example, Ford Motor Company has adopted extensive crossownership relationships through equity holdings, acquisitions, alliances and research consortia, practices common in the Japanese keiretsu. (Koen 2005, p. 257) Certain liberties in adopting corporate governance practices allow the company to exert influence corporate governance 10

Ähnliche Dokumente

Agenda Introduction The Founding Ideas Walter Eucken and the Ordnungpolitik Alfred Müller-Armack and the Ethical Dimension of the Social Market Econom

Agenda Introduction The Founding Ideas Walter Eucken and the Ordnungpolitik Alfred Müller-Armack and the Ethical Dimension of the Social Market Econom Sixty Years of Social Market Economy: Orientation in Post-War Times, after Reunification, and during the Current Economic Crisis Berthold U. Wigger Karlsruhe Institute of Technology (KIT) Chair of Public