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The difference between British and American corporate governance

2018-12-21 来源: 51due教员组 类别: 更多范文

下面为大家整理一篇优秀的assignment代写范文- The difference between British and American corporate governance,供大家参考学习,这篇论文讨论了英国和美国公司治理的差异。根据法律渊源的不同,公司治理分为以大陆法系为起源的日德模式和以普通法系为起源的英美模式。英国和美国的公司治理常常被被认为是相同的,它们之间存在的差异常常被忽略了。与美国模式在20世纪90年代被大加追捧与2002年的财务丑闻以及治理改革方案的饱受批评相比,英国的治理模式以其渐进的改革、稳健的发展为特征逐渐演进着,到目前已经构建了世界上最严谨、最完善的公司治理体系。

corporate governance,公司治理差异,assignment代写,paper代写,北美作业代写

As a matter of fact, there are significant differences in many key areas between the British and American corporate governance models, which are often classified as one type by us, which enlighten us to learn from foreign experience and pay attention to our own applicable conditions. According to the different legal sources, corporate governance is divided into the Japanese-German model originated from the civil law system and the Anglo-American model originated from the common law system. Corporate governance in the United Kingdom and the United States is often considered to be the same, and the differences between them are often overlooked.

In fact, compared with the American model, which was highly sought after in the 1990s, and the 2002 financial scandal and the governance reform program, the British model of governance, characterized by its gradual reform and steady development, has gradually evolved, and so far has built the most rigorous and perfect corporate governance system in the world.

In the late 1980s, British corporate governance, like that of the United States in the early 2000s, faced a huge crisis of trust. At that time, a series of well-known companies such as mirror group, BCCI, Polly Peck and so on broke out serious cases of financial fraud, which aroused great attention and heated discussion on corporate governance issues in the theoretical and practical circles of Britain. In order to stabilize the social economy and protect the rights and interests of investors, a British committee headed by Sir Adrian Cadbury was set up to investigate, and the famous Cadbury report was published in 1992.

The report laid the foundation for a series of corporate governance reforms in the UK, and formed a unique corporate governance investigation mode, namely, a special committee led by authoritative scholars investigated, collected evidence, discussed, analyzed and studied a certain issue in corporate governance, and finally issued a report and supervised the implementation process.

According to this model, after Cadbury's report, Britain has issued a series of research reports, including the Greenbury report on remuneration system, Hampel report on the review and investigation of Cadbury's report and Greenbury report. Based on the above three reports, a "joint act" was introduced in 1998. The Turnbull report on internal control and the Myners report on the role of institutional investors were followed up with investigations into specific issues.

When the United States shocked the world after enron, Britain also actively reflect on their own corporate governance modes, respectively survey made a report on a non-executive director role and efficiency of the Higgs, report on the role of the audit committee Smith and Tyson report on non-executive director of recruitment and development, and combined with the above report for the revision of the joint act, act in the appendix, the London stock exchange listing rules it detailed, system perfect, and creatively use "abide by otherwise explain" rules, requires that all listed companies shall be disclosed in the annual report detail whether comply with the law rules, If there is no compliance, explanations and explanations should be given.

British listed companies can flexibly choose the most suitable governance policies for the development of the company according to the basic principles of the guidelines, which fully reflects the self-regulatory characteristics of British corporate governance.

In response to a series of financial scandals such as enron corporation, the United States introduced sarbanes-oxley act in a rapid response, with the purpose of strengthening corporate responsibility, focusing on clarifying the criminal responsibility of corporate management in the accuracy of information disclosure and improving the independence of external audit.

Legal framework in the United States has always been to case law as the main body, the sarbanes-oxley, however, the company's management and accounting personnel's legal responsibility clear limits by statute law and regulation, to some extent this marks an unprecedented government regulation, President bush says the bill is the Roosevelt era in American business behavior is the most profound changes. It undoubtedly plays a positive role in improving corporate governance in the United States. However, mandatory internal control and external evaluation standards not only increase the regulatory costs of the government, but also make the operating costs of listed companies rise sharply. Strict rules have deterred many foreign companies from listing in the United States, delaying or canceling plans to do so, or even delisting from U.S. capital markets. Many studies have argued that U.S. legislation in the face of scandals has overreacted, with overly strict enforcement rules hampering the development of capital markets and public companies to some extent.

Executive compensation is regarded as one of the important contents of corporate governance. In the United States and the United Kingdom, stock or options are widely used to motivate senior executives. This incentive mechanism is designed to coordinate the conflict of interest between management and shareholders and encourage managers to devote themselves to creating wealth for shareholders. But research shows no clear link between pay increases in the UK and the us and company performance. In contrast, CEO compensation and equity incentives are much higher in the United States than in the United Kingdom, with cash compensation 45% higher and total compensation 190% higher.

In the UK, the government has designed mechanisms to link executive pay to company performance, to some extent constraining managers' short-sighted pursuit of the recent rise in share prices and personal wealth. Originally in the Cadbury report proposed the CEO and chairman of the board was not the same person, then the Greenbury report for director compensation made a more detailed proposal: set up an independent compensation committee, the company directors remuneration policy director compensation, the type and detailed project information, stock and option incentive to disclose, part of the company's annual report, in the form of a report submitted to the shareholders' committee acknowledged that the salary incentive is more open, transparent, easy to regulation.

In 2003, the company law was amended to require companies to disclose two noteworthy contents in their annual reports. First, the names of remuneration consultants involved in the establishment of executive compensation schemes must be disclosed to eliminate the phenomenon that remuneration consultants do not have independent positions. Second, if the salary determined is the result of comparison with the same kind of company, the peer team with reference must be disclosed to avoid not comparing the performance when setting the manager's salary, so that the salary paid by the company keeps rising.

America's corporate governance modes have been emphasizing the equity incentive and external constraints, because equity is too scattered, the shareholders of greatly reduced the monitoring strength of senior management personnel, form the phenomenon of "weak shareholders, strong management, combined with the American culture to carry forward the personal heroism, bring the company performance rising CEO often flattered by capital market investors and the news media. The American stock option incentive mode is rampant, which brings serious governance defects. The foot vote of investors in the capital market makes managers under great pressure of high stock price. Excessive compensation will lead to managers' motivation to manipulate and smooth profits. Managers' one-sided pursuit of earnings from stock appreciation leads to the short-term operation of enterprises. The earnings of managers grow faster than those of owners, and even lead to financial fraud.

At present, in the UK, institutional investors have become the largest shareholders of listed companies, holding 80% of the total shares of listed companies. The proportion of institutional investors holding shares in listed companies in the United States also increased from about 30% to about 50% in the mid-1970s, but the two countries' institutional investors play different roles in corporate governance.

In the UK, the securities market has evolved from highly dispersed individual shareholding to relatively concentrated institutional shareholding, which makes institutional investors more and more actively participate in the governance affairs of portfolio companies. Institutional supervision has become an important mechanism of corporate governance in the UK.

UK institutional investors can act privately to form surveillance coalitions to control management excesses without drawing public attention, and they are not obliged to disclose the entire process. On issues such as board remuneration, the appointment of new directors and executive compensation, UK board directors face more pressure from institutional investors. UK institutional investors are also involved in strategic development, board effectiveness, executive compensation and the re-election of chief executives. They are like "warning systems" for big decisions and governance issues, measuring the risks faced by companies.

In the United States, the corporate governance model mainly comes from the supervision and constraints of the external market, such as the capital market, the manager market, the market for control, etc., which forms the power constraints and checks and balances on enterprise managers. The relationship between institutional investors and companies is rarely characterized by cooperation and the pursuit of long-term healthy development of the company. Instead, it is more characterized by the dialogue between analysts and corporate investor relations departments to cater to the quarterly financial forecasts of securities analysts. Due to the high supervision cost caused by equity diversification, investors pay attention to the change in the yield rate of the securities they hold, so as to maximize their own interests by constantly changing the portfolio of securities they hold.

As a result, under the pressure of securities prices in the capital market, the managers of the company focus on the short-term profits of the company and ignore the strategic goal of long-term operation. At the same time, the market governance mechanism of replacing inefficient management with hostile takeover inevitably leads to higher governance costs. Moreover, frequent merger and acquisition behaviors aggravate the short-term behavior of company operators and may worsen the agency problem of the company. Therefore, people begin to doubt the effectiveness of external market monitoring. For this reason, the United States is relaxing the restrictions on institutional investors' shareholding, so as to further increase the shareholding proportion of institutional investors in a single company, so as to timely strengthen the concentration of corporate equity, give full play to the supervision role of institutional investors, make them show the enthusiasm of shareholders and exert hard constraints on the management of the company.

Both American and British boards of directors adopt a single board system. As the core subject of corporate governance, the board of directors' effectiveness has become the key to the success or failure of corporate governance, and the independence of the board of directors is the prerequisite for its effectiveness.

In the UK, there are clear provisions on board structure in corporate governance. Cadbury's 1992 report for the first time proposed that the CEO and chairman must be held by different people, that more than half of the directors on the board should be non-executive directors, and that all directors should be appointed in a very formal, rigorous and transparent process. The nomination committee of the board of directors should be composed of non-executive directors. These recommendations divide the power of top management, encourage directors to make business decisions independently from managers and effectively supervise managers' behaviors.

Higgs committee in 2003 specifically for non-executive director role and effectiveness of the investigation research, in addition to once again emphasized the separation of two report further defined non-executive directors should be responsible for the company's decision-making, supervision of managers' performance, decided to implement the appointment of directors and senior executives for corporate financial reporting and financial control system the risk of a certain responsibility.

In the United States, although the board of directors elected by the general meeting of shareholders, but due to the scattered equity, make the election of directors is actually a CEO and other senior management personnel and the board of directors is mainly controlled by the CEO, and often concurrently hold the position of chairman of the board and CEO itself, the joining together of two post CEO too much power, make the independent director system can be evaded, thus the supervision role of the board of directors is also difficult to achieve. For example, among enron's 17 board directors, there are 15 outside directors, including celebrities, but the complex relationship between the directors makes the board a club controlled by the CEO. The independence of the board of directors is difficult to maintain, and the effectiveness is even more difficult to play.

In recent years, the United States is actively promoting the separation of the two functions to ensure the independent checks and balances of board power and the improvement of the efficiency of board decision-making and supervision. A survey by GMI found that 47 percent of U.S. companies surveyed as of 2003 had one President and one chairman, but a 2005 survey found that 39 percent had split the roles.

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