The Summary on Three Models of Corporate Governance –
Three Models of Corporate Governance from Developed Capital Markets
Introduction
The corporate governance structure of joint stock corporations in a given country is determined by several factors: the legal and regulatory framework outlining the rights and responsibilities of all parties involved in corporate governance; the de facto realities of the corporate environment in the country; and each corporation’s articles of association. While corporate governance provisions may differ from corporation to corporation, many de facto and de jure factors affect corporations in a similar way. Therefore, it is possible to outline a "model" of corporate governance for a given country. In each country, the corporate governance structure has certain characteristics or constituent elements, which distinguish it from structures in other countries. To date, researchers have identified three models of corporate governance in developed capital markets. These are the Anglo-US model, the Japanese model, and the German model. Each model identifies the following constituent elements: key players in the corporate environment; the share ownership pattern in the given country; the composition of the board of directors (or boards, in the German model); the regulatory framework; disclosure requirements for publicly-listed stock corporations; corporate actions requiring shareholder approval; and interaction among key players.
The Anglo-US Model
The Anglo-US model is characterized by share ownership of individual, and increasingly institutional, investors not affiliated with the corporation (known as outside shareholders or “outsiders”); a well-developed legal framework defining the rights and responsibilities of three key players, namely management, directors and shareholders; and a comparatively uncomplicated procedure for interaction between shareholder and corporation as well as among shareholders during or outside the AGM.
Equity financing is a common method of raising capital for corporations in the United Kingdom (UK) and the US. It is not surprising, therefore, that the US is the largest capital market in the world, and that the London Stock Exchange is the third largest stock exchange in the world (in terms of market capitalization) after the New York Stock Exchange (NYSE) and Tokyo.
There is a causal relationship between the importance of equity financing, the size of the capital market and the development of a corporate governance system. The US is both the world’s largest capital market and the home of the world’s most-developed system of proxy voting and shareholder activism by institutional investors. Institutional investors also play an important role in both the capital market and corporate governance in the UK.
The Anglo-US model governs corporations in the UK, the US, Australia, Canada, New Zealand and several
other countries.
Key Players in the Anglo-US Model
Players in the Anglo-US model include management, directors, shareholders (especially institutional investors), government agencies, stock exchanges, self-regulatory organizations and consulting firms which advise corporations and/or shareholders on corporate governance and proxy voting.
Of these, the three major players are management, directors and shareholders. They form what is commonly referred to as the "corporate governance triangle." The Anglo-US model, developed within the context of the free market economy, assumes the separation of ownership and control in most publicly-held corporations. Investors avoid legal liability by ceding to management control of the corporation and paying management for acting as their agent by undertaking the affairs of the corporation. The cost of this separation of ownership and control is defined as “agency costs”.
The interests of shareholders and management may not always coincide. Laws governing corporations in countries using the Anglo-US model attempt to reconcile this conflict in several ways. Most importantly, they prescribe the election of a board of directors by shareholders and require that boards act as fiduciaries for shareholders’ interests by overseeing management on behalf of shareholders.
The increase in ownership by institutions has resulted in their increasing influence. In turn, this has triggered regulatory changes designed to facilitate their interests and interaction in the corporate governance process.
Composition of the Board of Directors in the Anglo-US Model
The board of directors of most corporations that follow the Anglo-US model includes both “insiders” and “outsiders”. An “insider” is as a person who is either employed by the corporation (an executive, manager or employee) or who has significant personal or business relationships with corporate management. An “outsider” is a person or institution which has no direct relationship with the corporation or corporate management.
A synonym for insider is executive director; a synonym for outsider is non-executive director or independent director. Currently there is, however, a discernible trend towards greater inclusion of “outsiders” in both US and UK corporations. Beginning in the mid-1980s, several factors contributed to an increased interest in corporate governance in the UK and US. These included: the increase in institutional investment in bothcountries; greater governmental regulation in the US, including regulation requiring some institutional investors to vote at AGMs; the takeover activity of the mid- to late-1980s; excessive executive compensation at many US companies and a growing sense of loss of competitiveness vis-а-vis German and Japanese competitors. In response, individual and institutional investors began to inform themselves about trends, conduct research and organize themselves in order to represent their interests as shareholders. Their findings were interesting. For example, research conducted by diverse organizations indicated that in many cases a relationship exists between lack of effective oversight by the board of directors and poor corporate financial performance.Board composition and board representation remain important shareholder concerns of shareholders in the UK and US.
Regulatory Framework in the Anglo-US Model
In the UK and US, a wide range of laws and regulatory codes define relationships among management, directors and shareholders. In the US, a federal agency, the Securities and Exchange Commission (SEC), regulates the securities industry, establishes disclosure requirements for corporations and regulates communication between corporations and shareholders as well as among shareholders. Laws regulating pension funds also have an important impact on corporate governance. In 1988, the agency of the Department of Labor responsible for regulating private pension funds ruled that these funds have a “fiduciary responsibility” to exercise their stock ownership rights. This ruling had a huge impact on the behavior of private pension funds and other institutional investors: since then, institutional investors have taken a keen interest in all aspects of corporate governance, shareholders’ rights and voting at AGMs.
Readers should note that because US corporations are registered and “incorporated” in a particular state, the respective state law establishes the basic framework for each US corporation’s rights and responsibilities.
In comparison with other capital markets, the US has the most comprehensive disclosure requirements and a complex, well-regulated system for shareholder communication. As noted above, this is directly related to the size and importance of the US securities market, both domestically and internationally. The regulatory framework of corporate governance in the UK is established in parliamentary acts and rules established by self-regulatory organizations, such as the Securities and Investment Board, which is responsible for oversight of the securities market. Note that it is not a government agency like the US SEC. Although the framework for disclosure and shareholder communication is well-developed, some observers claim that self-regulation in the UK is inadequate, and suggest that a government agency similar to the US SEC would be more effective. Stock exchanges also play an important role in the Anglo-US model by establishing listing, disclosure and other requirements.
Disclosure Requirements in the Anglo-US Model
As noted above, the US has the most comprehensive disclosure requirements of any jurisdiction. While disclosure requirements are high in other jurisdictions where the Anglo-US model is followed, none are as stringent as those in the US. US corporations are required to disclose a wide range of information. The following information is included either in the annual report or in the agenda of the annual general meeting (formally known as the “proxy statement”): corporate financial data ( this is reported on a quarterly basis in the US); a breakdown of the corporation’s capital structure; substantial background information on each nominee to the board of directors (including name, occupation, relationship with the company, and ownership of stock in the corporation); the aggregate compensation paid to all executive officers (upper management) as well as individual compensation data for each of the five highest paid executive officers, who are to be named; all shareholders holding more than five percent of the corporation’s total share capital; information on proposed mergers and restructurings; proposed amendments to the articles of association; and names of individuals and/or companies proposed as auditors.
Disclosure requirements in the UK and other countries that follow the Anglo-US model are similar. However, they generally require semi-annual reporting and less data in most categories, including financial statistics and the information provided on nominees.
The Japanese Model
The Japanese model is characterized by a high level of stock ownership by affiliated banks and companies; a banking system characterized by strong, long-term links between bank and corporation; a legal, public policy and industrial policy framework designed to support and promote “keiretsu” (industrial groups linked by trading relationships as well as cross-shareholdings of debt and equity); boards of directors composed almost solely of insiders; and a comparatively low (in some corporations, non-existent) level of input of outside shareholders, caused and exacerbated by complicated procedures for exercising shareholders’ votes. Equity financing is important for Japanese corporations. However, insiders and their
affiliates are the major shareholders in most Japanese corporations. Consequently, they play a major role in individual corporations and in the system as a whole. Conversely, the interests of outside shareholders are marginal. The percentage of foreign ownership of Japanese stocks is small, but it may become an important factor in making the model more responsive to outside shareholders.
Key Players in the Japanese Model
The Japanese system of corporate governance is many-sided, centering around a main bank and a financial/industrial network or keiretsu. The main bank system and the keiretsu are two different, yet overlapping and complementary, elements of the Japanese model. Almost all Japanese corporations have a close relationship with main bank. The bank provides its corporate client with loans as well as services related to bond issues, equity issues, settlement accounts, and related consulting services. The main bank is generally a major shareholder in the corporation. In the US, anti-monopoly legislation prohibits one bank from providing this multiplicity of services. Instead, these services are usually handled by different institutions: commercial bank - loans; investment bank - equity issues; specialized consulting firms - proxy voting and other services See Bergloef, Eric, 1993. “Corporate Governance in Transition Economies: The Theory and its Policy Implications.” in Masahiko Aoki and Hyung-Ki Kim, editors, Corporate Governance in Transitional Economies: Insider Control and the Role of Banks. Washington, D.C.: The World Bank.
Many Japanese corporations also have strong financial relationships with a network of affiliated companies. These networks, characterized by crossholdings of debt and equity, trading ofgoods and services, and informal business contacts, are known as keiretsu. Government-directed industrial policy also plays a key role in Japanese governance. Since the 1930s, the Japanese government has pursued an active industrial policy designed to assist Japanese corporations. This policy includes official and unofficial representation on corporate boards, when a corporation faces financial difficulty.
In the Japanese model, the four key players are: main bank (a major inside shareholder), affiliated company or keiretsu (a major inside shareholder), management and the government. Note that the interaction among these players serves to link relationships rather than balance powers, as in the case in the Anglo-US model.
In contrast with the Anglo-US model, non-affiliated shareholders have little or no voice in Japanese governance. As a result, there are few truly independent directors, that is, directors representing outside shareholders. The Japanese model may be diagrammed as an open-ended hexagon:
The base of the figure, with four connecting lines, represents the linked interests of the four key players: government, management, bank and keiretsu. The open lines at the top represent the nonlinked interests of non-affiliated shareholders and outside directors, because these play an insignificant role.
Share Ownership Pattern in the Japanese Model
In Japan, financial institutions and corporations firmly hold ownership of the equity market. Similar to the trend in the UK and US, the shift during the postwar period has been away from individual ownership to institutional and corporate ownership. In 1990, financial institutions (insurance companies and banks) held approximately 43 percent of the Japanese equity market, and corporations (excluding financial institutions) held 25 percent. Foreigners currently own approximately three percent.
In both the Japanese and the German model, banks are key shareholders and develop strong relationships with corporations, due to overlapping roles and multiple services provided. This distinguishes both models from the Anglo-US model, where such relationships are prohibited by antitrust legislation. Instead of relying on a single bank, US and UK corporations obtain financing and other services from a wide range of sources, including the well-developed securities market.
Composition of the Board of Directors in the Japanese Model
The board of directors of Japanese corporations is composed almost completely of insiders, that is, executive managers, usually the heads of major divisions of the company and its central administrative body. If a company’s profits fall over an extended period, the main bank and members of the keiretsu may remove directors and appoint their own candidates to the company’s board. Another practice common in Japan is the appointment of retiring government bureaucrats to corporate boards; for example, the Ministry of Finance may appoint a retiring official to a bank’s board.
Regulatory Framework in the Japanese Model
In Japan, government ministries have traditionally been extremely influential in developing industrial policy. The ministries also wield enormous regulatory control. However, in recent years, several factors have weakened the development and implementation of a comprehensive industrial policy.
First, due to the growing role of Japanese corporations at home and abroad, policy formation became fragmented due to the involvement of numerous ministries, most importantly, the Ministry of Finance and the Ministry of International Trade and Industry. Second, the increasing internationalization of Japanese corporations made them less dependent on their domestic market and therefore somewhat less dependent on industrial policy. Third, the growth of Japanese capital markets led to their partial liberalization and an opening, albeit small, to global standards. While these and other factors have limited the cohesion of Japanese industrial policy in recent years, it is still an important regulatory factor, especially in comparison with the Anglo-US model.
The primary regulatory bodies are the Securities Bureau of the Ministry of Finance, and the Securities
Exchange Surveillance Committee, established under the auspices of the Securities Bureau in 1992.
The latter is responsible for monitoring corporate compliance and investigating violations. Despite
their legal powers, these agencies have yet to exert de facto independent regulatory influence.
Disclosure Requirements in the Japanese Model
Disclosure requirements in Japan are relatively stringent, but not as stringent as in the US.
Corporations are required to disclose a wide range of information in the annual report and or agenda
for the AGM, including: financial data on the corporation (required on a semi-annual basis); data on
the corporation’s capital structure; background information on each nominee to the board of directors
(including name, occupation, relationship with the corporation, and ownership of stock in the
corporation); aggregate date on compensation, namely the maximum amount of compensation payable
to all executive officers and the board of directors; information on proposed mergers and restructurings; proposed amendments to the articles of association; and names of individuals and/or companies proposed as auditors.
Japan’s disclosure regime differs from the US regime (generally considered the world’s strictest) in several notable ways. These include: semi-annual disclosure of financial data, compared with quarterly disclosure in the US; aggregate disclosure of executive and board compensation, compared with individual data on the executive compensation in the US; disclosure of the corporation’s ten largest shareholders, compared with the US requirement to disclose all shareholders holding more than five percent of the corporation’s total share capital; and significant differences between Japanese accounting standards and US Generally Accepted Accounting Practices (US GAAP).
The German Model5
The German model governs German and Austrian corporations. Some elements of the model also apply in the Netherlands and Scandinavia. Furthermore, some corporations in France and Belgium have recently introduced some elements of the German model.
The German corporate governance model differs significantly from both the Anglo-US and the Japanese model, although some of its elements resemble the Japanese model.
Banks hold long-term stakes in German corporations, and, as in Japan, bank representatives are elected to German boards. However, this representation is constant, unlike the situation in Japan where bank representatives were elected to a corporate board only in times of financial distress.
Germany’s three largest universal banks (banks that provide a multiplicity of services) play a major role; in some parts of the country, public-sector banks are also key shareholders.
There are three unique elements of the German model that distinguish it from the other models outlined in this article. Two of these elements pertain to board composition and one concerns shareholders’ rights:
First, the German model prescribes two boards with separate members. German corporations have a two-tiered board structure consisting of a management board (composed entirely of insiders, that is, executives of the corporation) and a supervisory board (composed of labor/employee representatives and shareholder representatives). The two boards are completely distinct; no one may serve simultaneously on a corporation’s management board and supervisory board. Second, the size of the supervisory board is set by law and cannot be changed by shareholders.
Third, in Germany and other countries following this model, voting right restrictions are legal; these limit a shareholder to voting a certain percentage of the corporation’s total share capital, regardless of share ownership position. Most German corporations have traditionally preferred bank financing over equity financing. As a result, German stock market capitalization is small in relation to the size of the German economy. Furthermore, the level of individual stock ownership in Germany is low, reflecting Germans’ conservative investment strategy. It is not surprising therefore, that the corporate governance structure is geared towards preserving relationships between the key players, notably banks and corporations.
The system is somewhat ambivalent towards minority shareholders, allowing them scope for interaction by permitting shareholder proposals, but also permitting companies to impose voting rights restrictions.
The percentage of foreign ownership of German equity is significant; in 1990, it was 19 percent. This factor is slowly beginning to affect the German model, as foreign investors from inside and outside the European Union begin to advocate for their interests. The globalization of capital markets is also forcing German corporations to change their ways. When Daimler-Benz AG decided to list its shares on the NYSE in 1993, it was forced to adopt US GAAP. These accounting principles provide much greater financial transparency than German accounting standards. Specifically, Daimler-Benz AG was forced to account for huge losses that it could have “hidden” under German accounting rules.
Key Players in the German Model
German banks, and to a lesser extent, corporate shareholders, are the key players in the German corporate governance system. Similar to the Japanese system described above, banks usually play a multi-faceted role as shareholder, lender, issuer of both equity and debt, depository (custodian) The German term for joint stock corporation is Aktiengesell schaft; German and Austrian corporations use the
Share Ownership Pattern in the German Model
German banks and corporations are the dominant shareholders in Germany. In 1990, corporations held 41 percent of the German equity market, and institutional owners (primarily banks) held 27 percent. Neither institutional agents, such as pension funds (three percent) or individual owners (four percent) are significant in Germany. Foreign investors held 19 percent in 1990, and their impact on the German corporate governance system is increasing.
Composition of the Management Board (“Vorstand”) and Supervisory Board (“Aufsichtsrat”) in the German Model
The two-tiered board structure is a unique construction of the German model. German corporations are governed by a supervisory board and a management board. The supervisory board appoints and dismisses the management board, approves major management decisions; and advises the management board. The supervisory board usually meets once a month. A corporation’s articles of association sets the financial threshold of corporate acts requiring supervisory board approval. The management board is responsible for daily management of the company.
Regulatory Framework in the German Model
Germany has a strong federal tradition; both federal and state (Laender) law influence corporate governance. Federal laws include: the Stock Corporation Law, Stock Exchange Law and Commercial Law, as well as the above-mentioned laws governing the composition of the supervisory board are all federal laws. Regulation of Germany’s stock exchanges is, however, the mandate of the states. A federal regulatory agency for the securities industry was established in 1995. It fills a former void in the German regulatory environment.
Disclosure Requirements in the German Model
Disclosure requirements in Germany are relatively stringent, but not as stringent as in the US. Corporations are required to disclose a wide range of information in the annual report and/or agenda for the AGM, including: corporate financial data (required on a semi-annual basis); data on the capital structure; limited information on each supervisory board nominee (including name, hometown and occupation/affiliation); aggregate data for compensation of the management board and supervisory board; any substantial shareholder holding more than 5 percent of the corporation’s total share capital; information on proposed mergers and restructurings; proposed amendments to the articles of association; and names of individuals and/or companies proposed as auditors.
The disclosure regime in Germany differs from the US regime, generally considered the world’s strictest, in several notable ways. These include: semi-annual disclosure of financial data, compared with quarterly disclosure in the US; aggregate disclosure of executive compensation and supervisory board compensation, compared with individual data on executive and board compensation in the US; no disclosure of share ownership of members of the supervisory board, compared with disclosure of executive and director’s stock ownership in the US; and significant differences between German accounting standards and US GAAP.
Conclusion
The article has introduced each model, describe the constituent elements of each and demonstrate how each developed in response to country-specific factors and conditions. It should reflect the fact that it is not possible to simply select a model and apply it to a given country. Instead,
the process is dynamic: the corporate governance structure in each country develops in response to
country-specific factors and conditions.
With the globalization of capital markets, each of these three models is opening (albeit
slowly) to influences from other models, while largely retaining its unique characteristics. Legal,
economic and financial specialists around the world can profit from a familiarity with each model.
REFERENCES:
Allen, F., (2005), “Corporate Governance in Emerging Markets,” Oxford Review of Economic
Policy 21, 164-177.
Allen, F., and D. Gale, (2000), Comparing Financial Systems, MIT Press, Cambridge, MA.
Aoki, M., (1990), “Toward an Economic Model of the Japanese Firm,” Journal of Economic
Literature 28, 1-27.
Aoki, M., and H. Patrick (eds.), (1994), The Japanese Main Bank System: Its Relevancy for Developing
and Transforming Economies, New York: Oxford University Press.
Brealey, R., S. Myers, and F. Allen, (2006), Principles of Corporate Finance, 8th edition, New York:
McGraw Hill.
Hoshi, T., A. Kashyap, and D. Hartstein (1991). “Corporate Structure, Liquidity and Investment:
Evidence from Japanese Industrial Groups,” Quarterly Journal of Economics 106, 33-60.
Scott, K., (1998),
The Role of Corporate Governance in South Korean Economic Reform, Journal of Applied
Corporate Finance 10, 8-15.
Smith, A. (1776). An Inquiry into the Nature and Causes of the Wealth of Nations, Dublin: Whitestone.
