Corporate governance characterizes the system of the highest level of management of a joint-stock company. The corporate governance system is an organizational model that is designed, on the one hand, to regulate the relationship between managers of companies and their owners, and on the other hand, to harmonize the goals of various stakeholders, ensuring the effective functioning of companies. If you select this discipline, you will be faced with corporate governance questions.
Basic Models of Corporate Governance
The diversity of national forms of corporate governance can be conditionally divided into groups that gravitate toward two opposite models:
- American or outsider model;
- German or insider model.
You should know the difference between these two models as you will get corporate governance questions to ask.
Questions on corporate governance will include questions related to the American model. The American, or outsider model, is a model for managing joint-stock companies based on a high level usage of external influences to the joint-stock company, or market mechanisms of corporate control, or control over the management of the joint-stock company.
The Anglo-American model is typical for the United States, Britain, Australia, Canada, and New Zealand. The interests of shareholders are represented by a large number of small investors isolated from each other, which are dependent on the management of the corporation. The role of the stock market is increasing, through which the control over the management of the corporation is exercised.
Also, you will get corporate governance exam questions related to the German model. The German, or insider model, is a model of joint-stock company management, based primarily on the use of internal methods of corporate control, or methods of self-control. The German model of corporate governance is typical for the countries of Central Europe and Scandinavian countries, but less typical for Belgium and France. It is based on the principle of social interaction: all parties interested in the activities of the corporation have the right to participate in the decision-making process (shareholders, managers, personnel, banks, public organizations).
The Japanese model of corporate governance was formed in the postwar period on the basis of financial and industrial groups and is characterized as a completely closed model, based on banking control, which reduces the problem of controlling managers.
The family model of corporate governance has become widespread in all countries of the world. Management of corporations is carried out by members of the same family.
The Question About Application of the American Corporate Governance Model
The American corporate governance system is directly related to the peculiarities of the national shareholding, which are:
- The highest degree of dispersal of the capital of American corporations; as a result, none of the groups of shareholders pretend to a special representation on the board of directors of the corporation.
- The highest level of liquidity of shares, and the existence of a highly developed securities market; this allows any shareholder to quickly and without hindrance sell their shares, and allows the investor to buy them.
The key forms of market control for the US market are numerous mergers, acquisitions and buyouts of companies, which provide effective market control over the activities of managers through the corporate control market.
The Question About Using the German Model of Corporate Governance
The German model derives from factors directly opposed to those that give rise to the American model. Such factors are:
- The concentration of the share capital of various types of institutional investors and the comparatively lower degree of its dispersion by private investors.
Relatively weak development of the stock market. - Students may get questions about the supreme governing body of the corporation. The supreme governing body of the corporation is the general meeting of shareholders, which is held regularly, at least once a year.
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