Monism and dualism in corporate governance structure?

The basic model of modern corporate governance structure

In the development history of the company for hundreds of years, different countries and regions have formed different corporate governance structure models. Looking at the modern corporate governance structure model, the most typical ones are the outsider model and the insider model.

1, outsider mode

This model is represented by the United States and Britain. Modern American and British companies are rooted in the soil of traditional liberal capitalism and gradually developed. The reality of the United States and Britain, especially the United States, is a country with a highly developed and mature market economy. Under this specific historical and economic background, the corporate governance structure models of the United States and Britain have formed the following characteristics:

(1) The equity is highly dispersed. In the country of outsider mode, individuals have the tradition of holding shares, and the trend of investment institutionalization is also developing, thus forming a highly decentralized shareholding structure. In the United States, for example, the number of shareholders of large American companies increased several times in the early 20th century and 1930s. For example, the number of shareholders of AT&T Company increased from 190 1 to more than 64,000 and 20,000 in 30 years, and increased 60 times in 1984, reaching 3.24 million. At present, the number of American citizens who directly or indirectly hold stocks is as high as 1 and 300 million, accounting for about 60% of the total population of the United States. In recent years, in order to meet the needs of external direct financing, various non-bank financial institutions, including pension funds, mutual funds, insurance companies, trust companies and so on, have gradually developed under the condition that bank investment is restricted. By 200 1, institutional investors have owned 50% of the shares of large American companies.

(2) Ownership and management rights are completely separated, and the power of the company is in the hands of the operator. The high dispersion of equity leads to the complete separation of ownership and management rights of the company. On the one hand, the management of modern companies is becoming more and more complicated, which makes many scattered shareholders lose the ability to manage the company and the enthusiasm to supervise the company's operators, and turn their interest in caring about the company's operation to the income of stocks, thus replacing "voting with their hands" with "voting with their feet"; On the other hand, although institutional investors own more shares in the company, they are not the real owners of the company. All they care about is the dividend level of the company, so they are bound to become people who "vote with their feet". In this way, the complete separation of ownership and management rights will inevitably make the power of the company in the hands of the operators.

(3) Direct financing determines that the capital market has a strong supervision and binding force on the management. Under the outsider mode, direct financing is the most important form of financing for enterprises, and the company's share capital mainly comes from the capital market, and the company's management is always under great pressure from the capital market. If a company is poorly managed and ignores the interests of shareholders, investors will vote with their feet, which will lead to a sharp drop in the stock price, which will make the company face the danger of being maliciously acquired and the loss of the position of manager. This shows that the capital market has become the most important mechanism to restrain business operators.

(4) There is no board of directors in the unitary corporate governance structure, and the supervision function is performed by independent directors. Although the constraint of capital market plays an important role, it comes from outside the company after all, and it is the supervision and constraint afterwards, which has certain limitations. To this end, the outsider model also pays attention to improving the supervision and restraint within the company. The internal supervision and restraint in countries such as the United States and Britain adopts a unitary governance model, that is, there is no independent board of supervisors in the corporate governance structure, and the board system of decision-making, implementation and supervision institutions is implemented. Due to the inevitable contradictions and conflicts between decision-making, execution and supervision functions, the supervision function is often difficult to exercise, which led to the birth of independent directors after the 1960s and 1970s. "Independent directors" actually make up for the absence of supervisory functions caused by the absence of the board of supervisors.

(5) Establish and improve laws and regulations to protect the interests of investors. Protecting the interests of investors, especially small and medium-sized investors, is an important content of corporate governance. The out-of-case mode mainly achieves this goal by establishing and perfecting the legal system. For example, the securities law of the United States 1933 stipulates that listed companies should ensure that investors can know important financial information related to listed securities and prohibit market manipulation and insider trading in securities trading, so it is known as the "securities truth law". The Model Company Law of the United States and the Articles of Association of the Model Company of the United Kingdom also clearly stipulate the rights and obligations of the board of directors and directors, and stipulate the rights of shareholders.

2. Internal mode

This model is represented by Japan and Germany, including most OECD countries. Japan and Germany are both countries with rapid economic growth after World War II. Due to the extreme lack of resources, Japan is facing great pressure for survival and development, forming a strong sense of group and cohesion; However, due to the early development of capitalism and the progress of corporate practice and legislation over the past 100 years, Germany has formed a corporate governance system including operators and employees. Although there are differences in the specific content and form of corporate governance, there are similarities in insider governance, thus forming an insider model. Its main features are:

(1) The equity is highly concentrated in insider groups. Different from the highly dispersed shareholding structure of the Anglo-American outsider model, the insider model is that the shareholding is highly concentrated in the insider group. Typical insider groups include entrepreneur families, industrial enterprise alliances, financial institutions and holding companies. They are familiar with each other, so in addition to holding shares in the company, all legal persons within the group also hold shares in each other. Countries that adopt this model lack a large and active class of institutional investors like the United States and Britain, because institutional investors are restricted by law.

(2) Indirect financing forms the bank's monitoring of the company's strength. Different from the direct financing mode of the outsider mode, the insider mode adopts the indirect financing mode, that is, the company's share capital mainly comes from financial institutions such as banks. For example, all large companies in Japan have their own major lending banks, which are called main banks. When an enterprise is in crisis, major banks will generally take rescue measures to increase the shareholding ratio of the enterprise, and will also replace the top management of the company by convening a shareholders' meeting or the board of directors, thus forming a strong monitoring system for the company. The big German bank, known as the presiding bank, holds the most shares in the company, and effectively monitors the company through loans, increased shares and dispatched supervisors.

(3) Dual corporate governance structure, with a board of supervisors, which independently exercises supervisory functions. The insider model implements a dual corporate governance structure, that is, the board of directors and the board of supervisors are set up respectively, each performing its duties. The characteristics of this governance structure model are: the shareholders' meeting produces the board of supervisors, and the board of supervisors produces the board of directors, which is higher than the board of directors. This board-based supervisory board system has a strong supervisory role and is conducive to the effective operation of the company.

(4) The democratic management system in which employees participate in management and decision-making. In the world enterprise management, the system of employees participating in management and decision-making in Japan and Germany is world-famous. Japan has long implemented the system of lifelong employment and seniority, and used the democratic management system of "two participation, one reform and three combination" implemented by China's Angang Constitution for reference, which is unique. Employee participation in management and decision-making system in Germany has become an important feature of corporate governance structure in Germany, and its content is very extensive, involving all decision-making systems of the company. This system is conducive to the company's stability and sustainable development.