MODELS OF CORPORATE GOVERNANCE Corporate Governance Seminar 12th november 2007 Chiara Farolfi, Emanuele Ciani Introduction Main problems of abstracting a model of CG • Companies are multidimentional: different model can apply to one national experience • Convergence and imitation Efficiency CONVERGENCE History Path dependence HETEROGENEITY Does a “best model” exist? Presentation outline 1) Models of Corporate Governance i. Insider / Outsider ii. Civil law / Common law iii. Relationship – based / Arm’s length 2) International comparison i. Germany ii. United States iii. Italy iv. Japan 3) An alternative approach : Cooperatives in Italy Insider / Outsider (1): ownership and control (Franks and Mayer, 2001; Becht and Mayer, 2001) INSIDER Equity market Share ownership OUTSIDER wide market Dispersed low concentration, separation high concentration (pyramids, nonVoting power between ownership and voting shares, multiple voting) control families, banks, other companies, institutional investors, Main shareholder governement individual shareholders Corporate control high activity in corporate low level of takeover market control market Information private public Composition of BoD Control on Management few listed company concentrated large number of directors presence of outside directors appointed by the main blockholder high low Insider / Outsider (2): efficiency trade-off High blockholder power Private control bias Management or market control bias Low blockholder power Low ownership concentration from: Becht and Mayer, 2001 High ownership concentration Common Law / Civil Law (Morck and Steier 2005, La Porta et. Al 1998) Common law systems: aim of protecting the weak from the strong better environment for self-regulation Common law stronger protection of shareholders Civil law systems: aim of enforcing the edict of the State. Civil law low investors’ protection weak public equity markets; high concentration of share ownership Agency problem shifted: shareholders/ blockholder private benefit problem Relationship / Arm's length (1): relationship between the financer and the firm (Rajan and Zingales, 1998) RELATIONSHIP BASED Financier power Legal enforcement Transparency “The financier is protected by explicit “Ensure a return to the financier by contracts: contracts and associated prices granting her some form of power determine the transactions that are over the firm being financed” undertaken” Self-enforcing and self-governing: “Prompt and unbiased enforcement of reputation contracts by courts” Needs opacity Reponses Tends to support incumbents; fear Innovation Management BoD ARM’S LENGHT Production of credible and diffused information of outsiders and technological revolution Common education (technical or administrative), or non professional Long term managers Rarely foreign-born Easier access to finance for new comers High presence of insiders Representation of stakeholders Active control of management Presence of outsiders Business/financial education High turnover of management Presence of foreign-born or international experienced individuals Relationship / Arm's length (2) we can widen these models adding some correlated characteristics (abstracting from Italian, German and Japanese examples, Aguilera and Yip, 2005) Reponses of countries to the Great Depression: Europe and Japan United States period of repression of markets and massive intervention of government in the allocation of credit. New Deal legislation laid down the foundations for a market – centred system Glass – Steagall Act (1933) Presentation outline 1) Models of Corporate Governance i. Insider / Outsider ii. Civil law / Common law iii. Relationship – based / Arm’s length 2) International comparison i. Germany ii. United States iii. Italy iv. Japan 3) An alternative approach : Cooperatives in Italy Germany (Becht and Bohmer 2003, Franks and Mayer 2001) Main businness form Public or private companies limited by shares Predominant ownership structure Concentrated ownership: families, other non-financial companies, banks Large voting block, absence of other voting block Legal system Civil law Board structure Dual board system; Employees representatives in the supervisory board Some directors comes from other companies (i.e. Piëch - Porsche) Equity market Increasing market capitalisation and corporate debt issues Take-over Low activity (increasing - i.e. recent overturn of “Volkswagen law”) Little regulation of anti-takeover until 1998 Control and Transparency Law (KonTraG) Management Common technical background; few foreign born individuals Stakeholders Co-determination (i.e. Volkswagen wage freeze in 2004) Banks representation as a result of proxy votes Germany (2) Improving take over activity (Cioffi 2002) Control and Transparency Law 1998 Fiscal reform 2000 (Steuerreform) “abolished capital gain taxes on the liquidation of cross-shareholdings”. rd by Volkswagen law overturned on October, the 23 European Court of Justice, (Financial Times, 23/10/2007) Stakeholder representation: does it lead to empasse? Volkswagen case; roots in communitarian German culture (Monks and Minow 2001). USA (1) (Monks and Minow 2001, Mallin 2007) Main businness Public companies (stock corporation) form Predominant ownership structure Institutional investors, financial institutions Dispersed ownership and vote rights: absence of big blockholders Legal system Common law Board structure Unitary board High presence of outsiders; however: interlocks Equity market Well-developed, high rate of market capitalisation to GDP Take-over High activity Defence from management: poison pills Management High level of independence; financial background; more foreign born. Agency problem: often CEO/Chairman are the same person; CEOs higly Influence directors nomination Stakeholders Their protection is mainly guaranteed through contracts and regulation USA (2) Answer to the Great Depression • Glass-Steagall act 1933; Public Utility Company Holding Companies Act 1935 • development of equity market. Agency problem: Relationship based model at the level of BoD-Management; Voting with feet? “My nominating committee is very independent. Sometimes they turn down the names I send them” (Monks and Minow, pg 212) Italy (1) (Mallin, Bianchi, Bianco, Enriques) Main business form Limited liability companies, partnership Predominant ownership structure Non – financial / holding companies, families Predominant voting structure Voting blocks / shareholders’ agreement Legal system Civil law Board structure Unitary + Board of auditors Equity market Increasing capitalization, derivatives market and corporate debt issues Take - over Not common, but increasing as a consequence of privatization Management Long-term managers, rarely foreign born Stakeholders Trade Unions Italy (2) (Mallin 2006, Melis, Bianchi, Bianco, Enriques 2001) • Response to the Great Depression nationalist solution A sort of State – family capitalism Pyramidal structure ownership very limited degree of separation between ownership and control • No predominant role of financial institutions • Draghi Law (1998) and Preda Code (1998) enhancement of minority protection and transparency Company Act (2004) Italian structure allows Italian listed companies to choose between a two – tier board structure and the traditional Japan (1) (Suto and Hashimoto 2006) Main business form Public limited company Predominant ownership structure Keiretsu / Predominant role of financial institutions Legal system Civil law Board structure Dual Large presence of insider Equity market Immature capital market Take - over Strong takeover barriers Management “Internalism”: common educational background/ on-the-job training, coordination between manager and employees Stakeholders Society as whole Japan (2) • Relationship – based system • Key role of banks • Keiretsu • Revision of Commercial Law in 2001 and in 2002 • Commercial Code Revision on Board (2003) two corporate governance structures: corporate auditors’ system and a committees system • Case of study: Toyota vs. Sony Presentation outline 1) Models of Corporate Governance i. Insider / Outsider ii. Civil law / Common law iii. Relationship – based / Arm’s length 2) International comparison i. Germany ii. United States iii. Italy iv. Japan 3) An alternative approach : Cooperatives in Italy A different approach: a cooperative model in Italy (1) Number of cooperatives and cooperatives employee as a percentage of total employee (exluding public institutions) 1971 1981 1991 2001 % of total companies 0,48 0,67 1,08 1,22 %of total employees 1,87 2,74 3,84 5,02 source: ISTAT, Censuses of industry and the service sector, various years • Historical origins: (Zamagni 2006) • non neutral origin, three different ideals: liberalMazziniani, socialists, catholic; • wide entrenchment through Italy; • expansion during last years. A cooperative model in Italy (2) • Cooperative Corporate Law: • mutual interest as cooperative aim; • one head one vote; • democracy and partecipation; • indivisible compulsory fund. • Problems: • management control (i.e. recent large cooperative bankruptcy in Argenta); • how to define and follow cooperative aim in a competitive environment? Conclusions 1) Different systems around the world are persistent and are developing in different ways wide range of solutions for a wide range of problems 2) Different models can have similar problems importance of global discussion of these issues Thank you for your attention !!! References • Aguilera Ruth, Yip George. 2005. Global constraints faces local constraints. Financial Times, 27 may 2005. • Becht M. and Mayer C. 2001. Introduction in Barca and Becht, 2001. • Barca Fabrizio, Becht Marco. 2001. The Control of Corporate Europe, Oxford University Press UP • Cioffi, John W. 2002. Restructuring “Germany Inc.”: The Politics of Company and Takeover Law Reform in Germany and the European Union (April 15, 2002). Institute of European Studies. Political Economy of International Finance. Working Paper PEIF-1 • Franks Julian R, Mayer Colin. 2001. Ownership and control of german corporations, CEPR Discussion Paper Series, No. 2898, July 2001 • Mallin Christine A. 2007. Corporate Governance, Second Edition, Oxford University Press, New York. • Mallin Christine A. 2006. International Corporate Governance: A Case Study Approach, Edward Elgar Publishing. (Italian Case, cap. 3, Japanese Case, cap. 10) • Monks R.A.G., Minow N. 2001. Corporate Governance, 2nd edition. Blackwell Publishing. • Morck Randall K. and Steier Lloyd. 2005. The global history of corporate governance – an introduction, NBER Working Paper No. 11062, January 2005 • Rajan, Raghuram G. Zingales, Luigi. 2003. Banks and Markets: The Changing Character of European Finance (joint with R. Rajan), in European Central Bank 2nd Annual Conference. • Suto, Megumi and Hashimoto, Motomi. 2006. Will the Japanese corporate governance system survive? Challenges of Toyota and Sony, in Mallin, 2006. • Zamagni, Vera. 2006. Italy’s cooperatives from marginality to success. XIV International Economic History Congress. Helsinki Finland. 21-25 August 2006.