What are the models of corporate governance structure? (brief)

In developed Western countries, there is the Anglo-American model of board centrism, the German model of dualistic governance, and the Japanese model of internal governance structure. In British and American companies, the highest authority of the company is the shareholders' meeting. However, the equity ratio of American and British companies is decentralized, and the board of directors is the voice of the shareholders. A central issue throughout the history of the development of the board system in the U.K. and the U.S. is how to ensure that the board of directors is centered on ensuring the interests of shareholders. Based on this premise, British and American companies have set up a series of professional committees under the board of directors, including finance committee, long-term strategy committee, audit committee, compensation committee, nomination committee, corporate governance committee and so on. The board of directors ensures the correct direction of the company's operations through collective decision-making, while the professional committees play a supervisory function over the board of directors under the leadership of the board of directors.

The board of directors of a German company is a typical two-tier structure, i.e., the decision-making control of the board of directors is exercised by the supervisory board and the management board. The supervisory board consists of representatives of shareholders and employees, whose duties are to exercise supervisory power, appoint and dismiss directors, and supervise and manage whether the board of directors operates in accordance with the articles of association. In Germany, the board of directors and the supervisory board are completely separated, and the members of the board of directors are elected and dismissed by the supervisory board. An important feature of the German corporate governance mechanism that distinguishes it from the Anglo-American countries is the participation of employees in decision-making. German law provides that for companies with more than 500 employees, the number of employee representatives on the supervisory board shall not be less than one-third of the total number of employees, and for companies with more than 2,000 employees, the number of employee representatives on the supervisory board shall not be less than one-half of the total number of employees.

Japan's model of corporate governance combines the characteristics of the German model with those of the Anglo-American model. In Japanese companies, the supervisory board and the board of directors are two parallel bodies, and the shareholders' meeting is the highest authority in the company. The supervisory board and the board of directors are elected by the shareholders' meeting. The Japanese Commercial Code stipulates that the supervisors supervise the work of the directors on behalf of the shareholders, and that members of the supervisory board cannot be members of the board of directors or employees of the company. Therefore, the Supervisory Board of a Japanese company represents the interests of shareholders in supervising the company's business activities.