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公司治理有两种不同风格：自愿性风格和强制性风格。众所周知，英国的公司治理是自愿性的。事实上，跟美国90年代很普遍，而在2002年由于金融丑闻和政府改革计划而被批判的公司管理相比，英国的管理模式正随着逐步改革和稳定发展的特点逐渐发展。然而，这些仅仅是一些英国银行业去年一直面临的媒体头条，如汇丰银行让贩毒团伙洗钱数十亿，另一个金融服务管理局调查巴克莱，,苏格兰皇家银行在内部审查后可能面临制裁，银行老板诈骗250万等。文斯•凯布尔在讨论新法律的必要性时质疑了文化和商业模式。
文章开始讨论了可以改变公司管理系统有效性的条件包括管理激励，机构投资者管理和董事会效率。其次，这些因素是如何影响英国对管理系统的选择，包括投资者关系管理效果，完善内部检查和平衡机制，市场机制对公司管理和非执行董事机制的影响。最后，我们得出结论并且相信应该不应该考虑改为公司管理的强制风格，而应该适当的采取一些强制手段来解决目前面临的问题。
1.0 Executive summary概况
Corporate governance has two different styles: a Voluntary style and a mandatory style. We all know that the British have a Voluntary style of corporate governance. In fact, compared with the corporate governance of the United States which is very popular in the 1990 s and is criticized because of the financial scandal and governance reform plan in 2002, Britain's management mode is gradually progressing with the characteristics of its gradual reform and steady development. However, these are just some of the media headlines the British banking sector has faced in the last year, such as HSBC let drug gangs lauder billions, another FSA probe at Barclays, RBS may face sanctions inquiry after internal review, bank fraud boss in £2.5 million bank fraud and so on. Vince Cable questions the culture and business model while debating the need for new laws.
The article first discusses the circumstances that can alter the effectiveness of a corporate governance system, which include management incentive, institutional investor management and efficiency of board of directors. Secondly, how these factors would influence Britain’s choice of governance system, which include effects of investor relations management, perfect internal checks and balances mechanism, the market mechanism effects on corporate governance and non-executive director system. Finally, we draw a conclusion and believe that Britain should not be considering changing to a mandatory style of corporate governance and should take some mandatory measures locally to solve the problem faced by Britain now.
2.0 Introduction介绍
Corporate governance has attracted hot social concern, investors, government, community, the media and employees in the look at the board of directors of company, the CEO's performance. With the world economic and technological advance by leaps and bounds, the internal and external environment about corporate governance mechanism has undergone tremendous changes, in this context, the corporate governance will be where to go is a question worth our further study.
According to the law of different origin, corporate governance can be divided into the day DE mode which originated from continental law system and the Anglo-American model which originated from common law system. However, although Britain and the United States are in the Anglo-American model, the corporate governance between Britain and the United States are not the same. British have a Voluntary style of corporate governance while the United States has a mandatory style of corporate governance (Ronald, 2001).
3.0 The effectiveness of a corporate governance system公司管理系统的有效性
3.10 The reform of corporate governance公司管理改革
During 1980 to 1989, British corporate governance is suffering from big losing of confidence just as U.S. at early 21st century. At that time, a lot of outstanding companies such as the British group, the mirror BCCI, Polly Peck, etc., break out the severe financial cases of fraud, caused highly attention or heated debate associated with corporate governance problems between theory and practice in British.
In order to protect benefits of investors and stabilize British’s economy, British carried out commission survey under Adrian Cadbury jazz leadership, and published the famous “Cadbury report” in 1992. This report lay an foundation a lot of corporate governance reform in British, And shaped an unique corporate governance survey model, Namely special committee conducted by the authority scholars in term to the corporate governance’s problem, investigation, analysis or research, evidence collection, discussion, finally publish report and supervise the implementation process (Simnett, Vanstraelen and Chua. 2009).
Because of above model, after the Cadbury report (1992), Britain published a lot of research report, including Greenbury report (1995) noticed salary system, survey Hampel report (1998) that is the review and investigation about the situation of the implementation of Cadbury report and the Greenbury report, issued a "joint act" based on the above three report; Then launched an investigation for several specific issues, for example, Turnbull report (1999) about internal control problems and about Myners report (2001) the role of institutional investors.
After the Enron events shocked the world in the U.S., Britain also actively put forward their corporate governance model, Respectively made investigation and issued the Higgs report (2003) about non-executive role and the efficiency, Smith report (2003) about the role of the audit committee and Tyson report (2003) about non-executive director recruitment and development, development and combined with the report issued a "revision of the joint act" (2003). The act was brought into the appendix of the London stock exchange listing rules which has detailed content, system and creative adopted "abide by or explain" rules, requires that all the listed company shall disclosure detail compliance with the law criterion (Mallin, Mullineux and Wihlborg, 2005). If not keep it shall make interpretation and description in the annual report.
According to criterion basic principles, Britain's listed company can flexibly select the most suitable for the development of company's management policy, and fully embody the British corporate governance characteristics of self-discipline.
3.20 Management incentive管理激励
Management incentive is very important to corporate governance. The United States and Britain the common stock or options to motivate executives’ layer, the original intention of this kind of incentive ways for management is to coordinate the different benefits between shareholders and management, encourage managers to create huge outcomes for their company and shareholders. However, the research shows that the performance of the company and the salary increase was not clear related.
In Britain, the British government design the mechanism linked the managers compensation with corporate performance, restraint manager’s short-sighted of pursuing to recent share price rise and personal wealth growth to some extent. The initial Cadbury report proposed CEO and chairman of the board was not the same people, soon afterwards the Greenbury report make a more detailed advice to director's salary: Setting up an independent remuneration committee, disclose the relevant information about the director salary policy, the types of directors' compensation and detailed project, stock option motivation and the relevant information (Godfrey, 2005). As a portion of company's annual report, it submits shareholders committee to admit the form of report, make the salary incentive more open and it also facilitates supervision ( Becht and Bolton, Röell, 2003).
In 2003, Britain revised company law, request the company, in the annual report disclosure two compelling content: the first one is that we must disclose consultant’s name who participated in setting scheme of executive pay compensation, in order to ended this phenomenon that compensation consultants do not have independent position; the second is to determine if the salary is the result of comparison with the similar company which must be disclosed to peer team, avoid the executive compensation set not relative performance which the company pay salary rising.
3.30 Institutional investors management机构投资者管理
The market mechanism or actively participate in? At present, in the UK institutional investors of listed companies has become the largest shareholder, holding accounts for 80% of the total shares of the listed company (Hail and Leuz, 2006). In Britain, the stock market evolved to relative concentration of institutional shares from highly dispersed personal holding, his kind of change make institutional investors more and more actively involved in management affairs in the portfolio company, institutions supervision become the important mechanism in a British corporate governance( Agrawal and Knoeber, 1996).
Britain’s institutional investors can personally take action to constitute monitoring alliance, control excessive behavior of the management under the condition without attracting the public attention and they don’t have obligation to open the whole control process. In such as the board of directors’ remuneration, new director's appointment and executive compensation, etc. and the British board directors have been faced much pressure from institutional investors. Britain’s institutional investors will also set foot in the company's strategy formulation, the effectiveness of board, managers’ compensation and the CEO's reappointment, etc.#p#分页标题#e#
3.40 The efficiency of board of directors董事会的效益
British’s board of directors is a single board of directors system. The board of directors’ as a key subject of corporate governance effectiveness becomes a key of success or failure in corporate governance, and board independence is playing its effectiveness of prerequisites.
In Britain, the corporate governance structure about board of directors has specific provision. Cadbury report in 1992 the first time put forward that one person must not take charge both CEO and chairman of the board of directors. More than half board of directors must be hold by non-executive directors who do not participate in daily management work.
These rules suggest that corporation should differentiate high power, encourage shareholding make operation decision and make effective supervision behaviors of management independent on managers. Higgs committee in 2003 unfold investigation research specialized non-executive role and effectiveness, in addition to again emphasize two hats separation, the report further emphasize the duty and authority about non-executive director.
4.0 Influence on Britain’s choice of governance system对英国选择管理系统的影响
Corporate governance structure is the foundation about modern enterprise survival and development. It also is the core to guarantee the benefit of investors. Outside investors believe whether to invest in a company is from three aspects: whether the company has clear management structure and operation structure, corporate governance structure is gradually strengthening; Whether a company has a clear and transparent operation including accounting system, director produce system, supervision system and company operation procedures, etc (Levine, 2002); Senior executives personal quality and the incentive mechanism to senior executives. These three aspects are needed to be built on the basis of an all-right corporate governance structure. Investors believe that good corporate governance is beneficial to the price outcomes of service and it strengthens investment investors’ wish and confidence, even make a company has higher investment value than other company (Harilaos and Mertzanis, 2011).
4.10 Pay attention to investor relations management注重投资者关系管理
Investor relations management (IRM) has existed for more than thirty years in these countries which has more mature capital market. The theory has very system and perfect. British listed companies usually have department and equipped with the necessary human capital which specifically responsible for communication with investors and the news media. British corporate governance experts think that investor relations management belongs to the important content of corporate governance and if does not handle inappropriately, it will cause serious consequences.
4.20 Perfect internal checks and balances mechanism完善内部检测和平衡机制
Most of the company’s governance structure is divided into three layers: shareholders’ meeting, board of directors and management layer. Shareholders and board of directors are two different organization forms. However, most people often ignore difference among them in practice. Because board of directors plays a pivot role between the company shareholders and operators, it is responsible for shareholder and manager and responsible for the coordinate interests among shareholders, top managers, employees, consumers and the surrounding community stakeholders. Therefore, the board of directors is in the core status in the corporate governance. Different from the United States, in the British company’s chairman and chief executive officer (CEO) was not the same person to prevent the person lacking of supervision and checks and balances because his or and hers too much power (Persaud and John Plender, 2006).
4.30 Emphasis the market mechanism effects on corporate governance强调市场机制对公司管理的影响
British corporate governance requirements that conform to the market mechanism or by the market pressure industry organization to make effect on corporate governance. Different from America's Sarbanes Oxley, the British about governance of listed company’s report, such as card DE ruin report, ham pellet report, the company governance structure joint integrity, etc., all is not mandatory. Most belong to guide the content of the class. If a company does not abide by the company governance structure joint integrity, it will not lead to retreat city, also won’t limit listed. But the company has the obligation to disclose the degree abides by the rules and the reason why not obeys. However, for the listed company, the pressure which comes from investors have been enhanced strictly abide by these principles need. In practice, more and more listed companies’ board of directors have been in accordance with these principles act. Some companies which did not abide by the rules suffered from the consequence that they share price has greatly decreased.
4.40 Developed non-executive director system发展非董事执行系统
In Britain, the non-executive directors are defined as someone who can not participate in the company’s daily management. Their responsibility is only limited to prepare and participate in the board of directors meeting instead of the company staff director. Look from the director’s duty, non-executive directors in Britain are very similar to the independent directors in the United States.
Corporate governance structure joint integrity has clear requirements to independent directors system and qualifications to independent directors. Board of directors should include enough non-executive directors. The opinions that they come up should have a significant impact on board of directors’ decision-making. Company governance structure joint integrity suggested that non-executive director should attain a third of the number of the directors at least. The nomination committee shall mainly include non-executive directors.
Non-executive directors should have independence. The British insurance association and British pension fund federation are the most important institutional investors in securities Market and their investment fund amount equals the half of the London stock market’s capital. In 1997, the association proposed together 10 species relationship which may affect the independence, which applied to their invested company: former senior management personnel of company; someone who has other qualifications except non-executive directors and charges for the company's remuneration at present or past; produce not through the normal electoral procedure; term of office over nine years; have business contract relationship with company; with the company's stock options, accept the salary based on the performance, or receive pension from the company; control shareholder or the shareholder's representative; without having independence judged by company for any reason (Ioannis et al. 2012).
5.0 The situation of British’s corporate governance英国公司管理的现状
From what has been discussed above, we can understand that the British’s corporate governance is a voluntary style all the time. However, these are just some of the media headlines the British banking sector has faced in the last year, Vince Cable questions the culture and business model while debating the need for new laws. Therefore, should Britain be considering changing to a mandatory style of corporate governance? Our answer is negative. Although the British faced so many problems in its corporate governance, In fact, British’s Voluntary style of corporate governance is gradually progressing with the characteristics of its gradual reform and steady development compared with the corporate governance of the United States which is very popular in the 1990 s and is criticized because of the financial scandal and governance reform plan in 2002.
6.0 Conclusion总结
Just like what has been discussed above, we can understand that the British’s corporate governance is a voluntary style all the time. Therefore, faced these problems Britain should be considering take some mandatory measures locally instead of changing to a mandatory style of corporate governance. After all, Britain has its unique characteristics which are not the same with American who has a mandatory style of corporate governance. So we can safely draw the conclusion that Britain should not be considering changing to a mandatory style of corporate governance and should take some mandatory measures locally to solve the problem faced by Britain now.
7.0 Reference list参考文献
Ronald J. Gilson. (2001), “Globalizing Corporate Governance: Convergence of Form or Function”, The American Journal of Comparative Law, pp. 329-357.
Marco Becht, Patrick Bolton, Ailsa Röell. (2003), “Corporate governance and control”, Handbook of the Economics of Finance, pp. 1–109.
Agrawal, A. & Knoeber, C.R. (1996), “Firm performance and mechanisms to control agency problems between managers and shareholders”, Journal of Financial and Quantitative Analysis, Vol. 31, pp. 377-397.
Combined Code. (2003), “The Combined Code on Corporate Governance, London”, The Financial Reporting Council.
Mallin, C, Mullineux, A. & Wihlborg, C. (2005), “The Financial Sector and Corporate Governance: The UK Case”, Corporate Governance, Vol. 13, No.4, pp. 532-541.#p#分页标题#e#
Persaud, Avinash D. and John Plender (2006), “All You Need to Know about Ethics and Finance”. Longtail Publishing, London.
The Goldman Sachs Group, Inc (2009), “GS Sustain: Challenges in ESG disclosure and consistency”, Goldman Sachs Global Investment Research.
Oliver Marnet.(2008), “Behaviour and Rationality in Corporate Governanee”, NewYOrk:Routledge.
Ioannis Ioannou,George Serafeim. (2012), “The Consequences of Mandatory Corporate Sustainability Reporting”, Working Paper 11-100.
Harilaos Mertzanis. (2011),"The effectiveness of corporate governance policy in Greece", Journal of Financial Regulation and Compliance, Vol. 19 Iss: 3 pp. 222 - 243
Levine, R. (2002), “Bank-based or market-based financial systems: which is better?”, Journal of Financial Intermediation, Vol. 11 No. 4, pp. 398-428.
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