International Perspectives - Corporate Governance Regulations and Approaches

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1 International Perspectives - Corporate Governance Regulations and Approaches Introduction: The recent development in regulations of corporate governance has received notable attention from academics and industry due to fast growing development in the capital markets and global corporate culture. Regulators are more vigilant and concerned about the governance in listed companies due to recent financial crises and restore the shareholders confidence. We briefly compare and contrast the European and USA in general and UK in particular, reforms, regulations and approaches. International Convergence in Corporate Governance: Despite difficulties of corporate governance convergence, because differences in culture, philosophy, ethics and religion, there are serious international attempts to achieve corporate governance convergence at global level. Due to modern technology and globalisation, World is really a global village and in most of the business areas attempts are being made to harmonized the business codes, ethics, accounting practices, financial and accounting reporting standards. International organisations e.g. IASB International Accounting Standard Board, and IFRS International Financial Reporting Standards working towards it. Due to competitive financial markets environment, foreign investors are important to lend money in different geographical markets and importance of convergence in corporate governance is required to building confidence of international investors. OECD, ICGN, and institutional investors are helping to promote and derive forward corporate governance convergence by targeting countries around the world. For example, CalPERS the massive pension fund in the US, has worked over a long time to improve corporate governance standards and regulations in Japan in order to promote corporate governance internally for the benefit of investors. Case study research has concluded that CalPERS activities have affected the Japanese corporate governance (Jacob, 2007) Since Sir Adrian Cadbury Report in 1992, there has been a slow steady progress towards the policy formation and reforms in corporate governance regulations worldwide. 1

2 If we see the timeline of the publication of the first corporate governance code of practice in each country, Canada, and South Africa in 1994, Spain Japan, Netherlands and USA in 1996 and 1997, Belgium, Germany India Italy India Thailand in (as per OECD Corporate Governance Diffusion: Frist codes of Practise or Policy documents in countries around the World). There are also increasing efforts to develop codes of practise at regional as well as global level. The international organization of Securities Commissions (IOSCO), encourage s convergence in corporate governance. The members of IOSCO have agreed to promote convergence to stop unusual or insider trades The IASC and the (IAPAC) International Auditing Practising committee have close links with IOSO, and further forces like US (GAAP) also working towards harmonization and clearly moving that way. The role of corporate governance regulation: Agency problems between corporate constituents A typical public corporation represents a legal entity with limited liability, transferable shares, delegated management under a board structure, and investor ownership (Hansmann and Kraakman, 2004) 1. Together, these characteristics make a corporation the most attractive form of business organization. However, they also generate the potential for agency problems. The conflicts of interest between management and shareholders frequently arise in companies with a dispersed ownership structure. In these firms, small shareholders cannot effectively manage the firm due to coordination problems and hence have to delegate the control over the firm to professional managers. However, the separation of ownership and control leads to a divergence of interests between the managers and shareholders (Berle and Means, 1932) 2. The managers may forgo the shareholders' wealth maximization objective and undertake actions which maximize their personal interests but not the value of the company. Research on corporate 1 THE ANATOMY OF CORPORATE LAW: A COMPARATIVE AND FUNCTIONAL APPROACH, R. Kraakman, P. Davies, H. Hansmann, G. Hertig, K. Hopt, H. Kanda, and E. Rock, Oxford University Press, pp , James, Daniel (1933) "The Modern Corporation and Private Property, by Adolf A. Berle Jr. and Gardiner C. Means," Indiana Law Journal: Vol. 8: Iss. 8, Article 11. Available at: 2

3 governance shows that shareholders may prevent the misuse of corporate assets by managers either by aligning the managerial interests with their own through executive compensation contracts (Goergen and Renneboog, 2011 and Kulich et al., 2011) 3 or by effectively monitoring managerial actions (see e.g. Becht et al., , Goergen et al., 2008a 5, Grossman and Hart, and Shleifer and Vishny, 1986) 7. Since the coordination problem among small shareholders does not allow them to effectively monitor the management, they have to rely on external monitoring via the market for corporate control (Fama and Jensen, 1983 and Jensen, 1988). 8 3 Goergen, M.& Renneboog, L., "Managerial remuneration", J. Corp. Finance, 2011, p Journal of Financial Economics, May: 5 50; Becht et al. 2003, Corporate Governance and Control, 5.Goergen, M. and Renneboog, L Contractual corporate governance. Journal of Corporate Finance 14(3), pp ( /j.jcorpfin ) 6.Grossman and Hart (Bell J., 1980), In a classical paper, CAPITAL STRUCTURE AND THE MARKET FOR CORPORATE CONTROL 7.Andrei Shleifer; Robert W. Vishny. The Journal of Political Economy, Volume 94, Issue 3, Part 1 (Jun., 1986), Ownership structure and voting on and takeover amendments. Journal of Financial Economics, 20 (1988), pp Fama and Jensen, 1983; EF Fama, M. Jensen; Separation of ownership and control. Journal of Law and Economics, 26 (1983), pp

4 Why do we need corporate governance regulation? Becht et at 2003 emphasized that, This is in the best interest of the corporation and their executives to implement such a governance system that mitigate the agency problem. Firms which act to promote and maximise the governance for the betterment of their constituents, usually enjoyed the lower costs of equity capital and debt, labour and other inputs, as well as from the higher value of their products of services to clients. Regulatory intervention helps markets to achieve the maximization of social welfare rather than the welfare of individual investors (see e.g. Pigou, 1938) 9. For example in UK, regulatory requirements disclosure of risk (Companies Act2006). And other disclosure requirements in relation to the corporate activities. If this disclosure requirement is not in place, managers may be tempted to conceal some confidential corporate information for may be perfectly legitimate reasons, e.g. to keep their competitors uninformed to gain potential competitive advantage. Disclosure requirements provide more information to the investors about the projects and enable them to assess project growth and potential return on investment before they make their mind to invest in it. The corporate governance regulations and rules make companies more transparent, credible and improve their standard of governance and make them attractive for investors to get lower cost funds to fund the companies. Bebchuk and Roe (2000) argue that the direction of legal reforms is typically predetermined by the initial institutional structures in a country. In particular, ownership and control concentration is an important factor that affects the role and function of corporate legislation and hence the direction of its reforms. This is because the degree of ownership and control concentration plays a key role in the relationships between the different corporate stakeholders. In countries where widely-held 9 Third-degree discrimination (Pigou, 1938), involving the segmentation of a firm's total market on the basis of producer-determined criteria, is one of these. For the case of PIGOU, AC The Economics of Welfare, 4th ed. London: MacMillan and Company,

5 companies prevail, the main function of corporate governance regulation is to protect shareholders from being expropriated by the management. In countries where a vast majority of companies have a concentrated ownership and control structure, the function of corporate governance regulation is to minimize the extent of agency problems between majority and minority shareholders and that between shareholders and creditors. The American Rule Based Model: This model reflects corporate governance practice in USA and other part of North America. Organisations, firms in the United States incorporated in different states are subject to those states company law and regulations. But financial disclosures, investor s protection, audit requirements are federal responsibilities and regulate by Security and Exchange Commission SEC. Company law in US is based on common law which is rooted from legislation and growing body of case laws. The corporate governance in USA is unitary board based with non-executive independent directors. Audit, remuneration and nomination committees are the mandatory requirements of SEC and Stock Exchange. Shareholders are little influence from board members and often showed their concerns either no voting, selling their shares or going to litigation. Usually board chairman and chief executive are the same person, whereas in UK and some part of commonwealth it is separated. The corporate governance in USA, is rules and regulation based. Legal status and rules are the source, due to this reason it is inflexible and end up litigation against directors, which is quite common. The UK / Commonwealth principles based model: UK and Commonwealth corporate governance is principles based, and originated from UK company laws 2006, and Sir Adrian Cadbury Report 1992, Greenbury report in 1995 on corporate governance and later final draft of UK corporate governance called UK Combined Code Financial reporting council, and London Stock Exchange, have initiated and showed interest to promote corporate governance in UK listed companies in order to bring transparency, credibility and attract international investors. UK listed companies are required to disclose any risk associated to the company and how the higher management is concerned and have strategy in place to mitigate these risks. UK Combined Code 2012, is a documents which laid out the corporate governance requirements for the UK listed companies, and as discussed above it is not rule 5

6 based it is principles based which are the codes. And companies are required to disclose in the annual report about the compliance the code or reason for noncompliance, that s why some times it is called Comply or Explain approach. All three committees e.g. audit, and remuneration, nomination are required but with inclusion of non-executive independent directors. It is also recommended that audit committee should be headed by professional trained and financial educated nonexecutive director e.g. professional accountant or auditor etc. Risk management committee is recommended. The role of chief executive and chairman is separated. Shareholders with 10% shares have right to call extra ordinary meeting to decided strategy or change or remove directors. European Two tier model: Europe has rule based company law. French corporate law is on basis on Napoleonic law which is pure rule based. European capital markets are small and less liquid. Corporate control is weak. Financial institutions are used to fund the projects and companies. Financial institutions have dominated influence on companies affairs particularly in Germany. Boards are two tiers in Germany, Netherlands, France and Italy. Family investment offices and shareholdings are common. In Germany half of the board is consist of employees and other half from shareholders. Boards are two tiers e.g. supervisory board and management board. In management board, members are nominated by supervisory board which is superior board to supervise the overall corporate affairs of the company. Whereas management board is responsible to run the company and responsible for corporate performance and consists of top management and executives. Some European countries like Germany require one half of the supervisory board to represent labour, with employee representative directors elected through trade unions; the other half is to represent capita, elected by the shareholders. In European model of corporate governance, management board is often dominated by top management and lacks the information inputs, advice, and wise counsel that can be provided by unitary boards outside independent non-executive directors. The EU Commission of the European Union provide guidance on corporate governance to its members through its report published in 1995 from the Centre for European Policy Studies (CEPS, 1995). ICGN The International Corporate Governance Network This is an international organisation to promote corporate governance, based in UK. ICGN was formed in January An investor-led organisation of governance professionals, ICGN s mission is to inspire and promote effective standards of corporate governance. 6

7 The Organisation for Economic Co-operation and Development has published various working series papers and guidelines for member s countries to promote corporate governance. OECD has published its principles on corporate governance in 1999, and revised principles in 2004 which is quite similar to first UK corporate governance report, Cadbury report World Bank and International monetary fund with the support of UN are charged with assessing the application of the OECD principles on corporate governance in specific countries. They have programme called ROSC, and goal of the ROSC initiative is to identify weaknesses that may contribute to country economic and financial stability. Concluding Remarks: We have discussed the few notable corporate governance system in the world which provide us little flavour of rich diversity of corporate control and governance in different part of the world. It tell us the corporate structure, composition of board, corporate ownership. With shareholders activism it is very interesting to see the ongoing reforms and spread of corporate governance principles and code of best practise all part of the world. Every year around the globe, different countries publishing new code and principles to promote and bring transparency and governance in corporate culture to attract international investors. UK with new Combined Code 2012, Stewardship Code, and companies law 2006, will bring and promote continuous corporate governance for UK listed companies, and make UK most attractive, transparent and credible for investors. 7

8 BIBLIOGRAPHY: Andrei Shleifer; Robert W. Vishny. The Journal of Political Economy, Volume 94, Issue 3, Part 1 (Jun., 1986), Becht et al. 2003, Corporate Governance and Control, Journal of Financial Economics, May: 5 50; Cadbury, A, 1995 The Company Chairman (2 nd Ed.) Fama and Jensen, 1983; EF Fama, M. Jensen; Separation of ownership and control. Journal of Law and Economics, 26 (1983), pp Goergen, M.& Renneboog, L., "Managerial remuneration", J. Corp. Finance, 2011, p , Journal of Financial Economics, May: 5 50; Becht et al. 2003, Corporate Governance and Control, Goergen, M What do we know about different systems of corporate governance?. Journal of Corporate Law Studies 8(1), pp G Finance 14(3), pp ( /j.jcorpfin oergen, M. and Renneboog, L Contractual corporate governance. Journal of Corporate Grossman and Hart (Bell J., 1980), In a classical paper, CAPITAL STRUCTURE AND THE MARKET FOR CORPORATE CONTROL Ticker, B. (2012), Corporate Governance: Principles, Policies and Practices (2 nd Edit), Oxford University Press, Oxford. James, Daniel (1933) "The Modern Corporation and Private Property, by Adolf A. Berle Jr. and Gardiner C. Means," Indiana Law Journal: Vol. 8: Iss. 8, Article 11. Available at: 8

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