SHADES OF CORPORATE GOVERNANCE

CHAPTER ONE INTRODUCTION 1

Section 1.1 Research Background 1

Section 1.2 Research Objectives 4

Section 1.3 Research Methodology 5

Section 1.4 Structure of the Book 8

CHAPTER TWO AGENCY THEORY VERSUS STAKEHOLDER THEORY 10

Section 2.1 Introduction 10

Section 2.2 Agency Theory 10

2.2.1 Overview of Agency Theory 10

2.2.2 Agency Conflicts and Solutions 11

2.2.3 Support and Criticism of Agency Theory 14

Section 2.3 Stakeholder Theory and Stakeholder Model 21

2.3.1 Stakeholder Theory 21

2.3.2 Difficulties and Solutions to Identification of Stakeholders 25

2.3.3 Difficulties and Solutions to Implementation of Stakeholder Theory 36

Section 2.4 Conclusion 46

CHAPTER THREE THEORETICAL FRAMEWORK FOR IMPLEMENTATION OF STAKEHOLDER THEORY 47

Section 3.1 Introduction 47

Section 3.2 Revised Model of Stakeholder Theory 48

3.2.1 Interest Alignment Mechanisms 48

3.2.2 Civil Regulation and Social Capital 50

3.2.3 Statutory Regulation and Legal Enforcement 57

3.2.4 Justification of Revised Stakeholder Theory Model 62

Section 3.3 Applying the Model in Germany and the UK 65

3.3.1 Reasons of Applying the Model in Germany and the UK 65

3.3.2 Classifying by Legal Systems 66

3.3.3 Classifying by Corporate Governance Systems 68

Section 3.4 Five Mechanisms for Protecting Stakeholder Interests 69

Section 3.5 Conclusion 72

CHAPTER FOUR BOARD OF DIRECTORS IN GERMANY AND THE UK 73

Section 4.1 Introduction 73

Section 4.2 Board of Directors 74

4.2.1 Functions of Board of Directors 74

4.2.2 Composition of Board of Directors 75

4.2.3 Independence of Board of Directors 80

4.2.4 Size of Board of Directors 85

Section 4.3 Board of Directors in Germany 87

4.3.1 Strict Separation of Control and Management 87

4.3.2 Codetermination between Employees and Shareholders 90

4.3.3 Monitoring Power and Effects of Banks 93

Section 4.4 Board of Directors in the UK 96

4.4.1 Weak Independence of Board of Directors 96

4.4.2 Board Composition without Stakeholder Representatives 97

4.4.3 Non-Exhaustive Reform of Company Law 99

Section 4.5 Discussion and Conclusion 101

CHAPTER FIVE INSTITUTIONAL INVESTORS IN GERMANY AND THE UK 105

Section 5.1 Introduction 105

Section 5.2 Supervisory Role of Institutional Investors 106

5.2.1 Significance of Institutional Investor Activism 106

5.2.2 Monitoring Incentive of Institutional Investors 107

5.2.3 Monitoring Ability of Institutional Investors 108

5.2.4 Possible Barriers of Institutional Investor Activism 110

5.2.5 Approaches of Institutional Investors for Stakeholder Protection 114

5.2.6 Impact of SRI Investments on Stakeholder Interests 116

Section 5.3 Institutional Investors in Germany 118

5.3.1 Internal Blockholders'Control and Stakeholder Protection 118

5.3.2 Development of Socially Responsible Investment 119

5.3.3 Market for Partial Corporate Control 120

Section 5.4 Institutional Investors in the UK 121

5.4.1 Increase of Institutional Share Ownership 121

5.4.2 Institutional Investor Activism and Social Reporting System 122

5.4.3 Social Performance of Institutional Investors 125

Section 5.5 Discussion and Conclusion 126

CHAPTER SIX MANAGERIAL COMPENSATION SYSTEM IN GERMANY AND THE UK 130

Section 6.1 Introduction 130

Section 6.2 Managerial Compensation System 131

6.2.1 Managerial Compensation and Stakeholder Protection 131

6.2.2 Managerial Compensation Arrangements and Package 132

6.2.3 Managerial Performance Measurement 134

6.2.4 Complementary Effects of Other Governance Mechanisms 136

6.2.5 Impact of Managerial Compensation on Stakeholder Interests 138

Section 6.3 Managerial Compensation System in Germany 143

6.3.1 Development of Managerial Compensation System 143

6.3.2 Legal Reform of Managerial Compensation System 144

Section 6.4 Managerial Compensation System in the UK 146

6.4.1 Remedies for Weak Influence of Stakeholders 146

6.4.2 Impact of Say-on-Pay Regulation 148

6.4.3 Civil Regulatory Pressure of Non-Governmental Organisations 149

Section 6.5 Discussion and Conclusion 150

CHAPTER SEVEN MARKET FOR CORPORATE CONTROL IN GERMANY AND THE UK 154

Section 7.1 Introduction 154

Section 7.2 Market for Corporate Control 155

7.2.1 Hostile Takeover and Internal Governance Failure 155

7.2.2 Barriers of Market for Corporate Control 157

7.2.3 Takeover Impact on Stakeholder Welfare 158

Section 7.3 Market for Corporate Control in Germany 165

7.3.1 Takeover Market and Takeover Regulations 165

7.3.2 Takeover Barriers in Germany 167

Section 7.4 Market for Corporate Control in the UK 170

7.4.1 Takeover Regulations of the UK 170

7.4.2 Elimination of Takeover Barriers in the UK 171

7.4.3 Stakeholder Protection in Takeover Process 173

Section 7.5 Discussion and Conclusion 175

CHAPTER EIGHT TRADE UNION AND LABOUR MARKET IN GERMANY AND THE UK 179

Section 8.1 Introduction 179

Section 8.2 Trade Union and Labour Market 180

8.2.1 Governance Role of Employees 180

8.2.2 Trade Union and Firm Performance 180

8.2.3 Labour Market and Firm Performance 185

Section 8.3 Trade Union and Labour Market in Germany 189

8.3.1 Social and Economic Culture in German Labour Market 189

8.3.2 Strict Legal Protection for Employment 190

8.3.3 Collective Agreement and Employee Protection 192

8.3.4 Strict Employment Protection and Labour Market Flexibility 193

Section 8.4 Trade Union and Labour Market in the UK 194

8.4.1 Social and Economic Culture in UK Labour Market 194

8.4.2 Trade Union Recognition and Employee Protection 195

8.4.3 Insufficient Rights to Information and Consultation of Employees 197

8.4.4 Protection to Other Employee Rights and Stakeholder Interests 199

Section 8.5 Discussion and Conclusion 200

CHAPTER NINE CONCLUSION 205

Section 9.1 Discussion and Contribution 205

9.1.1 Significance and Completeness of Stakeholder Theory 205

9.1.2 Significance of Revised Stakeholder Theory Model 206

9.1.3 Implementation of Stakeholder Theory in Practice 208

Section 9.2 Possible Limitations of This Research 211

Section 9.3 Implication for Future Research 212

REFERENCES 214