Comparative Corporate Governance Reading – Ilir Haxhi

QUESTION: Cultures and institutions influence the practice of corporate governance.

Discuss with relevant real-life examples

UK/US – Germany – Japan Find real life examples of companies for each country and their
relevant corporate governance model

 Shareholder, outsider or market-based Model (Anglo-American model)

o Strong shareholder rights
o Single powerful CEO
o Protection of minority shareholders
o Prevails mainly in Canada, Australia, US and UK
o Maximisation of shareholder value is the primary goal of the firm
o Shareholders enjoy strong formalized links with top management
 Stakeholder, insider or bank-based Model (Rhineland model)
o Weaker shareholder rights
o Consensus leadership
o Concentrated ownership
o Prevails in most of the European continent, Latin America and Japan
o A variety of firm constituencies – including employees, suppliers and customers, and the
community’s companies are located in – have a say in the firm
 Market-based refers to the fact that financial needs of firms are fulfilled through the capital
markets. Outsider infers that the locus of corporate control and monitoring resides in the
disciplines of capital markets

 Broad definition of corporate governance:

o The structure of ownership of companies
o The relationship between management and the various stakeholders in a company
o The structure of management or top management institutions
o The method of bringing about corporate restructuring
 Major capitalist models of corporate governance
 The Anglo-American model
o Capital markets and regulation
 Financing through equity, dispersed ownership, active markets for corporate
control and flexible labour markets
 Emphasis on equity finance for business – companies issue shares or bonds
rather than relying on bank loans for fulfilling their financial needs
 Capital markets tend to be large and regulated in a manner favourable to trading
in equities
 The large firm model in Germany and Japan is said to be converging towards the
Anglo-American model
o The structure of ownership
 Companies do not generally hold each other’s stocks
 No extensive cross-shareholding
 Financial institutions rarely hold stock issued by their customer companies for
longer periods, except in certain cases such as venture-capital firms
 Ownership of shares is largely in the hands of private funds
 Anglo-American system is characterized by dispersed ownership by share price
orientated financial institutions
o The relationship between stakeholders and management
 Arm’s-length relationships between all the stakeholders and management
 Neither investors nor employees have any close links with companies
 Links between banks and companies are not strong either
 Depends heavily on active markets for corporate control
 Company law, stock market regulations and rules all originated in defence of
shareholder interests
 The company has only one responsibility; both morally and legally: to maximize
the value of the shares of those who have invested in it
o Company law and the structure of top management institutions
 Board composition in both the US and the UK tends to reflect a preference for
outside directors or non-executive directors
 In states where the shareholders have a limited impact on decision making,
NEDs will be seen as a check on the overwhelming influence of the management
 This is the case in the US and US, where there is wide distribution of share
ownership, management was able to exercise a dominant influence
o Consensus and the institution of employee representation
 No legal provisions for employee representatives on company boards
 Increased social provision and efforts to seek consensus are costs that
undermine competitiveness and thus general economic prosperity
o Corporate restructuring
 Takeover mechanism is the heart of the Anglo-American open-market model for
corporate governance
 Any party can bid for control rights of a listed company by accumulating a large
enough ownership stake
 Takeovers are commonly viewed as playing two related roles
 First, threat of takeover may cause efficient management as managers
concentrate on maximising shareholder value
 Second, though managerial failure takeovers allow poor management to
be replaced
 The Rhineland Model
o CASE: GROHE AG – the disadvantages of being listed from the point of view of small and
medium sized family owned firms.
 Founded in 1911
 Sanitation product manufacturing
 In 1991 favourable market situation induced the family to make the company
public, to gain access to funds for growth and to enable the family owners to
cash in some of their shares on attractive terms
 CEO floated 1.3 million non-voting shares to the public, family held the
remaining 1.7 million ordinary shares
 Late 1990s stock trading was at disappointing levels, the family decided to delist
and go private again.
 To avoid ongoing listing costs
 To prevent a possible hostile takeover by a competitor
 To achieve greater flexibility from operating as a different legal
corporate entity
 The family’s unwillingness to raise equity at the low prices commanded
by its stock
 The family decided their firm belonged to an industry which investors
considered boring and unattractive
 Company unable to attract further capital through share offerings, constrained
by inflexible legal duties of a listed stock corporation
 Grohe was sold to a private equity investor in 1998
 The investor carried out a cost-cutting operation in order to gain sufficient
return on the investment
 This however caused conflict within the union and work council
 Argued it would jeopardise the firm’s reputation as a market leader in quality
 However Grohe maintained such a position and setup production in China
 Grohe was later bought in 2013 by Lixil a Japanese group
 Back to ‘Rhineland capitalism’, which oddly enough includes japan
 Not an owner-managed firm any more
o Capital markets and regulation
 Relies more on debt finance by banks
 Banks can adopt a long-term focus
 SMEs argue that there remains a barrier to listing
 As banks must be involved in the first segment of trading, the banks are
concerned about tarnishing their reputations through involving
themselves with new entrepreneurs
 Difficult for young entrepreneurs to raise equity capital
 Seen as an impediment to growth for young dynamic companies in fast
moving and evolving sectors
 Capital markets also tend to be smaller and have fewer public companies than in
the UK and US
 Transparency of accounts or increased information is positively related to CSR
 Firms are more likely to disclose this information if they are more socially
responsible through having better investor relations
 The fashion to list at the New York stock exchange has subsided
o The structure of ownership
 Owner-company relations in the ‘large firm’ model are often characterized by
one or more large shareholders with a strategic motivation for ownership
Conclusions:

 Both Anglo-American and Rhineland model have their strengths and weaknesses
 Strengths of Anglo-American include
o Efficiency
o Flexibility
o Responsiveness in financial markets
o High rates of corporate profit