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COURSE: INTERNATIONAL COPORATE GOVERNANCE STUDENT ID: 6743448
Introduction:
International corporate governance has received considerable recognition as a daily subject
within the press.1 Although this is majorly as a result of the financial scandals/ Corporate
collapses which occurred in some of the worlds renowned Companies such as Enron, Barings
Bank, World Com and many more to mention.
Through the development of the widely acclaimed 1992 Cadbury report, the role of Non–
executive directors (NED’S) within organizations has been considered as very crucial for the
notion of Governance.2 This code was majorly enacted, in other for NED’S to have a leading
edge in supervising the acts of executive directors of Companies.3 It further initiated a debate
about their main functions and responsibilities of non-executive directors4. Today, it has been
said that these NED’S have an important role to play in relation to the proper running of a
companies and more widely to the economy at large. The report also portrays that NED’S
must be able to bring an independent judgement to bear on issues of strategy, performance
and resources which entails key appointments and standard of conducts.5 However, this report
which was a bedrock to all other UK codes such as the combined codes and the Higgs report
have been highly criticized for some lack of efficiency regarding the duties of NED’S and in
all other areas of governance. Crucially, it has been said that even with the important role that
these NED’S play in corporate governance and the increasing attention they receive from
regulators, research on non-executives is still in its infancy.6 Although one can agree, that
such roles are still very crucial to the notion of governance, nevertheless the codes do not
clearly stipulate how they should carry out their duties.7 For example, a number of studies
emphasize that the information asymmetry between executive and non-executive directors
and the main fact that NED’S are being forced, to rely on information prepared by executive
management to fulfil their monitoring and supervisory function depicts a major loophole of
the comply or explain system. On the other hand, corporate law scholars take the view that
the code sets out good practices which covers issues, such as board composition and
1 Calder, A Corporate Governance: A practical guide to the legal Frameworks and International Codes of Practice. ( Kogan Page, 2008)2 https://www.iod.com/MainWebSite/Resources/Document/roleofnxds_1006.pdf Accessed last at 02/05/20163 Ibid.4https://www.frc.org.uk Accessed last 02/05/20165 Ibid.6 Zadkovich J,: ‘‘Mandatory requirements, Voluntary rules and please explain’’ [ 2007] Pg 257 Lui, J , Pg 1
pg. 1
effectiveness, the role of board committees, risk management, remuneration and relations
with shareholders.8 Also the combined code that was also introduced in 1998 has been
considered to foster compliance, especially in situations not covered by its fore runner the
Cadbury code.9 For instance, such provisions include the appointment of a senior independent
Non -executive director or 12 months service contracts for executive directors. Research say
that it is encouraging to see that more than half of the non-financial constituents of the
Financial Times Stock Exchange (FTSE350) were fully compliant with the code at the end of
2004.10 In addition, it was found that on average it was just less than 10% of all firms that
were not complying with a single provision of the code, but nevertheless it is found that did
not comply with the Code often did a very poor job explaining themselves. Even worse, in
almost one in five cases of non-compliances, firm did not explain their non-compliances at
all.11
The aim of this essay is to give a comparative or critical analysis of the system of governance
that the UK Operate with that of China. It will firstly begin by given an analysis of the
drawbacks and loopholes of the comply or explain system of governance that the United
Kingdom Operate. It will then lead on to analyse how the Chinese system of governance is
operated ,looking at reforms and major loopholes and how the United kingdom’s system even
with some few failings can provide better outcomes for China.
The relevance and drawbacks of the comply or explain regime:
It has been said that, the merits of the comply or explain regime in the UK lies in its
flexibility. These flexibility it offers are thought to lie in its ability, to foster companies in
adopting the spirit inherent in the code, rather than the letter, because a more statutory regime
would lead to a ‘’box-ticking’’ approach that will result in the failure of sound deviations
from the rule and would not encourage investors to trust the system.12 According to corporate
law scholars, this means that the comply or explain model ultimately would lead to better
governance and its basic premise has been adopted by several other countries like Australia
and Germany.13 The combined code of Governance, which clearly portrays these comply or
explain system has been widely regarded according to scholars as an international benchmark
for good corporate practice although it has been considered as a regulatory creep, too
8 See note 3 above9 Arcot, S et al : ‘‘ Corporate Governance in the Uk :Is the Comply or Explain Approach Working? [2005] Pg110 Moore, M: ‘‘The end of comply or explain in the Uk corporate governance?’’ [2009] Pg 8611 Arcot ,S Pg. 112 Moore, M: Pg. 8713 Zadkovich J,: ‘‘Mandatory requirements, Voluntary rules and please explain’’ [ 2007] Pg 25
pg. 2
principle based, too voluntary in its administration.14 Nevertheless, the flexibility it offers to
companies, who can choose between complying with its principles or explaining why they do
not comply with the reports, stands in sharp contrast to mandatory systems (e.g. Sarbanes
Oxley Act in the US)15. It has been said that the 2002 Sarbanes-Oxley Act, imposes upon US
listed Companies a formal, extensive and detailed catalogue of governance which in summary
makes it mandatory in its application unlike the system adopted in the Uk that has succeeded
in preserving a set of corporate governance norms that are non-legally binding in the form,
relatively broad- based in substance and readily comprehensible by boards without the need
for extensive professional assistance.16
Furthermore, the system of comply or explain through the combined code, has nonetheless
been considered as the most crucial factor underlying the combined codes comparative
advantage, which is by virtue of the listed companies in the UK being made exempt from the
need to adopt a prescriptive system of ‘‘one size fits all’’ model of internal organisational
control.17 In theory, this system which is termed as a regulatory technique permits a company
to decide to opt out, in effect from any one or more requirements of the Code that its board
considers to be cost-effective or otherwise inappropriate for that company’s specific
circumstances. It is also important to note that, for a condition of listing on the London Stock
exchange any kind of standard governance practice must be reported to investors within the
company’s annual accounts and reports. This supposed, strict disclosure underpins the code
and has the ability of setting code compliance, as the default position for listed companies,
when there is a strong absence of countervailing considerations. Though code is consequently
vested with sufficient coercive influence to represent a credible managerial ‘‘bonding’’
mechanism in the eyes of institutional investors, thus (theoretically at least) ensuring the
protection of a level of trust conducive to the continuing provision of public equity capital to
companies on desirable terms18.
Despite the fact that, this comply or explain principle has received great reception through the
combine code, the Cadbury report and the investor and directorial communities in the UK
over the past decade and a half, nevertheless some major questions are still yet to be answered
regarding the central commitment of the system. These includes its promise to ensure an
efficient balance between, ensuring governance best practice and nurturing board diversity
14 www.frc.org.uk/corporate/combinecode.cfm.Accessed Last at 03/05/201615 The Sarbanes –Oxley Act was enacted on 30th July 2002. It’s shorthand name is a reference to the Democrat and Republican respectively Senators Paul Sarbanes and Michael G Oxley, who sponsored the Bill’s introduction before the US House of Representatives16 Moore, M Pg 8717 Ibid, Pg 8618 La Porte, De-Salanes et al: ‘‘Investor protection and corporate governance’’ [2000] Pg 34
pg. 3
and flexibility as portrayed above. Also, the progress that has been made, over the recent
years regarding the detail and rigidity in some of the major provisions and principles of the
code has also put the code at risk, of being a formulaic and legalistic interpretation both by
financial market and corporate actors. This is particularly so according to Principle A.2 of the
code which controls pressing issues of the division of leadership responsibilities between the
chief executive officer and the company’s chairman.19 The controversy that took place
regarding British retailer Marks &Spencer can be cited as a major challenge regarding the
application of this principle. This case which involved the decision to promote its CEO Sir
Stuart Rose, to the dual office which was effective from 2008 onwards was received with
much criticisms. This M&S fall out reflects the potential for issues to arise between ranking
code norms. Such clashes cause costly and potentially divisive confusion for investors and
boards alike, which is clearly as a result of the formalistic and closed ended nature of the so
called principle A.2 following its adjustment from the Higgs report20.
Furthermore, the lack of compliance under a voluntary system is a major weakness. Anand
states that it is because voluntary regimes are just basically seen as communication vehicles
by companies that wish to reflect particular intentions and standards and the inability to
regulate compliance undermines the credibility of this comply or explain system.21 Another
scholar, Armstrong notes that even where most companies support voluntary corporate
governance codes, however few actually have the intention of adopting these codes.22 For
example, in Australia it is given that while many of the Australian organizations state that the
compliance of the company’s legislation is a crucial part of their duty, a number of studies
have concluded that the state of compliance structures within those companies does not
support that claim23.
It is important to note that, although mandatory systems like the Sarbanes Oxley act adopted
in America may be very detailed and very formal in its application, it still has the importance
of allowing states to establish minimum standards to which organizations must follow.24 For
example, without prescriptive regulations, managers and directors alike may depart from
standards of corporate governance as a result of preference for more self-interested
transactions and arrangements. On the other hand, it is known that the level of protection
given to investors may not be too high, however the state is able to gain its investor protection
19 See, note 14 above20 Review of the Role and Effectiveness of Non-executive Directors (Higgs Report) (January 2003)21 Anand , I : ‘‘Voluntary vs Mandatory Corporate Governance: Towards an optimal Regulatory Framework22 Armstrong, A : ‘‘Corporate Governance standards: intangible and tangible value’’ [2004]23 Zadkovich, J Pg 2524 Ibid, Pg. 25
pg. 4
objective directly because market participants are forced or face penalties for non-
compliance. In comparison to a voluntary system, which the UK operates and which is also
adopted by other countries like Australia, Netherlands and many more provides no form of
guarantee that the minimum standard of governance will be established and the kind of
language used in the voluntary codes appears vague and less compelling.25 More benefits of
these mandatory system, based on various research is that regimes with strong investor
protection lead to healthy capital markets. More so, in countries that are in possession of
strong legal protections, capital markets are larger, since potential investors are preserved
against expropriation by entrepreneurs.26
From the foregoing, whether a voluntary system which is based on this principle of comply or
explain or ‘if not, why not’ is an effective system in ensuring appropriate governance practice
is contentious. Such system of governance is relatively prescriptive in its application, based
on the fact that it does not require disclosure of compliance. Rather, this system requires
disclosure of non-compliance alongside an explanation of why the company board believes
that non- compliance of the code is appropriate. The importance of this method now rest on
the basis that shareholders can then come to their own conclusions whether departures from
the guidelines were justified.
The next part of these essay, will now give a critical examination of the UK’s System of
governance in comparison with the Chinese system. Crucially focusing on three main issues
which includes Board structure, minority shareholder rights and concentrated ownership.
Comparative analysis of the Chinese and UK system of Governance:
Corporate governance in the UK and in China appear to have the same similar characteristics
based on the fact that most of the features of the code appear to very voluntary and very
principles based in the way it is being applied. This however comes with some great
limitations because for instance, some of the statutory rules under the Chinese system of
governance are only dormant as the rules are often breached by majorly directors of
Companies. For example the Chinese securities commission code
Firstly, corporate governance which is termed as ‘’gongsi zhili’’ has over the years become
an important topic in academic, business and policy discussion in China.27 Since the Chinese 25 See, note 13 above26 Anand, Pg 3227 Clarke, D : ‘‘Corporate overnance in China : An International Overview’’ [2003]
pg. 5
first company law act came into effect in 1994, much has been achieved in establishing the
basic components of corporate governance, nevertheless there is still very much to be
accomplished.28
The very first and a major fundamental issue of the Chinese system of governance is that the
laws and institutions is as a result of the state policy of maintaining a full or a controlling
ownership interest in enterprises in several factors.29 As a result of this, during the economy’s
move from command to market, it was not certain who represents the state as a shareholder,
in the listed companies.30 In addition, the transactions between the controlling shareholder or
a group of company and the listed company often disadvantage minority shareholders.
Moreover, as with the issues being faced in the UK, within the system of corporate
governance in china it has issues with the fact that directors are ‘‘inside or executive’’
directors; very few companies have many independent directors, which leads to insider
control.31 Although Chinese securities regulators attempted to clean up insider controlled
boards by requiring every listed company to have independent directors, forming at least a
third of the board, however power remains extremely concentrated.32 In comparing this brief
analysis with that of the UK, the main fact is that the internal market for corporate control is
conceptually entrusted to the hands of the boards of directors. 33These boards are by definition
the internal governing mechanism that is presumed to shape the firms governance, given their
direct access to the two other axes in the corporate governance triangle, Boards of Directors
are one of the centre pieces of corporate governance reform. The downfall for the UK system
is that the board of directors has emerged as both a target of blame for corporate misdeeds and
as the source capable of improving corporate governance. Some scholars have argued that an
end should come to the long tradition of the board room as a sealed chamber from which we
issue only unanimous endorsements of management’s actions and results. For example, John
argued that an end should come to this long tradition, which means there should be more
transparency about the boardroom process, without undermining the ability of management
teams to produce the results that shareholders want.34 The preferred way to solve this issue, is
that the ones who hold public companies would be obligated to explain to shareholders how
they are discharging their duties in a manner, they reasonably believe to be in the best interest
of the corporation.35 This will be a great idea if Chinese government take into a consideration,
28 Feinerman , J: ‘‘ New Hope for Corporate Governance in China? [2007] Pg 429 See, note 24 above30 Feinerman, Pg 531 Ibid, Pg . 632 Ibid, Pg .733 Wilcox, J: ‘‘Comply –and- Explain: Should Directors have a duty To Inform? [2011] Pg 334 Wilcox, J Pg. 335 See Wilcox, note 30 above
pg. 6
because it will lead on to progress and more transparency between the shareholders and the
directors
The second issue relating to the system of governance in China is that although, the company
law requires every company to hold an annual shareholders general meeting like the UK
operates however, in China while every shareholder may attend a general meeting, recent
data indicates that almost attendees are state representatives and representatives of legal
persons.36 Not all of the companies comply with this requirement and there are proofs that
some boards simply ignore the meetings decisions.37 The general meetings for shareholders
sometimes check decisions with the board before taking action. Research even shows that
about 20 percent of company actions are voted upon at the shareholders general meeting, even
with the very wide range of situations in which such a votes seems to be legally required 38. A
fundamental issue for the protection of shareholders is the fact that the supreme people’s
court in China restricts the courts to only hear a few class of securities related claims at class
actions39. The remedy provided to the minority shareholders under the company law is an
application to the courts to stop the continuance of unlawful conduct by directors and
majority shareholders.40 The existing laws and regulations do not also clearly stipulate the
punishment for corporations that hinder shareholders rights to get information. The securities
Law in China is also very unclear as to when and whether investors can take civil action
against directors and investment professionals for negligent or false disclosures that result in
losses.41
In concurrence with this assertion, on the 26th of December the Supreme people’s court
announced the several provisions on Trial of Civil Damages Cases due to misrepresentation in
the securities market, which came into effect on the 1st of February of 2003.42 The provisions
extend the Notice on questions in relation to the acceptance of Civil Tort Dispute Cases
arising from misrepresentation in the Securities market, issued and effective on 15 th January
200243. Now it is important to note that, although the provisions discuss the acceptance of
claims and jurisdictions, methods of bringing law suits, determination of mispresentation,
liabilities determination and exemption, joint tort liability and calculation of loss. Some of the 36 See, note 25 and 13 above37 See, note 25above 38 See, note 25 above39 Xu, B: ‘‘Securities Legislation protects incestors’’ [2005] Pg 4540 See, note 25 above41 See , note 25above.42 ‘‘Zuigao remnim fayuan Shenli zhenquan schchang yin xujia cheshu yinfade minshi peichang anjian de ruogan guiding ‘’ (Several provisions on civil compensation cases arising from misrepresentation in the securities markert’’) 26 December 2002, available at http://xinhuanet.org Accessed last at 03/05/201643 See, note 13 above
pg. 7
provisions even give the features of misrepresentation as fraudulent records, misleading
statements, material omissions and improper disclosure. The provisions deal only with
mispresntation made by public companies and not by share price manipulation or insider
trading. Now the major drawback of these provisions is that they require the Ministry of
Finance, the Chinese securities resources council or other admisntrative agencies to firstly
determine an administrative penalty declaring that directors, officers or other corporate actors
have misbehaved44. Once this decision has been issued by the appropriate administrative
agency, the courts are then empowered to take the civil case. As a result of this, obtaining a
civil remedy is so cumbersome that private enforcement may be all but impossible. Since all
these statutory provisions are not enforceable under the Chinese system, however under the
UK corporate governance system the code does not expressly define the directors duty’s to
inform, but it mandates an open relationship and constructive dialogue between directors and
shareholders unlike in China45. Particularly section E of the UK code states that: ‘‘there
should be a dialogue between shareholders based on the mutual understanding of
objectives’’. The board as a whole has the responsibility for ensuring that a satisfactory
dialogue with shareholders is in effect. The important principle at the heart of the UK code is
that the board must always take the responsibility for dialoguing with shareholders rather than
vice versa. This system comes in contrast with the system that the USA practice, which
hinders communication from boards to shareholders and encourages shareholders to initiate
dialogue through adversarial forms of engagement.46
The third challenge, with the Chinese corporate governance is the issue of concentrated
ownership. It is important to consider the general notion that, ownership structure is an
important component of corporate governance.47 This relationship between ownership
structure and economic performance has been an issue of great interest in strategic
management interest in strategic literature48. Since the time of Berle and Means, it has been
argued that ownership structure related positively to firm profitability49. Many other scholars
have provided supporting evidences to the agency expectations that separation between
ownership and control provides managerial incentives to diversification because of the
personal benefits that mangers would acquire firm risk reduction50. As a result of this, a
number of shareholders cannot exercise enough power to supervise managerial performance
44 See, note 25 above.45 Cornett, M : ‘‘ Corporate governance and earnings management at Large U.S bank holding companies [ 2009]46 Cornett, M Pg. 41547 Alimehmeti, G et al: ‘Ownership Concentration and effects over firm performance: evidences from Italy [2009]‘48 Jahera, S et al: ‘‘Ownership Concentration and firm value of listed companies’’[1991] Pg.49 Berle, A et al: ‘‘The Mordern Corporation and Private Property’’ [1932] Pg.50 Jensen, M et al:‘‘Theory of the Firm: Managerial Behaviour, Agency Costs and Ownership Structure
pg. 8
which means that, managers exercise more freedom in the use of the company’s resources as
they would in case of a single shareholder or if the firm’s ownership would have been
concentrated51. In comparing this analysis with concentrate ownership in China, the three
largest shareholders accounted for 60 to 80% of total shares in almost half of the firms. The
largest shareholders in PRC listed companies(People’s Republic of China) accounts for less
than 50% of all shares but controls more than 50% of board seats52. Directly or indirectly the
state selects almost 70% of board of directors of all PRC listed companies. Other jurisdictions
like that of the UK may recognize a duty of fair dealing by majority shareholders in relation
to minority shareholders. However in China, the most recent reform, fiduciary duties of
controlling shareholders have not been clearly stated in relevant law, and their liabilities for
losses incurred by minority shareholders are not obvious. Even Recent PRC regulations may
introduce this principle implicitly, but without stipulating these liabilities, or the procedures
for invoking them, nevertheless there still remains documented abuses by controlling
shareholder’s taking out soft loans from listed companies on a long term basis; and then
selling out at unfair prices, usually without an appraisal by an independent evaluator53.
From these analysis of concentrated ownership in China, it can be seen here that corporate
governance mechanisms vary across institutional environments. These can be separated into
two main systems: large shareholder control systems, such as those in Germany, France and
Spain and market control systems, such as those in the USA54. The first system can be termed
as the Continental European system and the second the Anglo Saxon system. The large
shareholder control or what can be called the Continental European system has same
similarities to that of China, which means that ownership is concentrated in banks, companies
and families are shareholders, secondly the control is assumed to also be in the hands of large
shareholders and the board of directors is further controlled by internal directors or external
directors and further linked to large shareholders, also capital markets are relatively illiquid
and have limited control liability, there is also the existence of implicit contracting and close
personal trust relationships among managers, long term lender-borrower relationships and
bank ownership of equity are maintained, there are no active market for corporate control,
that is banks play a major role in corporate governance through equity stakes, proxies given to
them by small investors and bankers, position on the board of forms55. Now the market
control or the Anglo-Saxon system which the UK is characterised by has the following
51 Shleifer A et al:‘‘A Survey of Corporate Governance’’ [1997] Pg 74052 See, note 25 above53 See, note 13 above54 Koke, J: ‘‘ The market for corporate control in Germany: Causes and consequences of changes in ultimate share ownership’’ [2000] Pg 2255 Onetti, A: ‘‘ Ownership and Control in Germany: Do Cross-Shareholding reflects Bank Control on large companies? [2009]
pg. 9
features. Firstly ownership is diffused except for institutional investors in the UK, secondly
the control is vested in the board of directors, with external director’s i.e. independent
directors according to the Higgs report 2003 playing an important role. Thirdly, capital
markets are very liquid and there is developed market for corporate control and takeover
market and there is also more of defence of the ownership rights of shareholders over the
rights of debt-holders than in the Continental European model above; that is legal protection
acts as a substitute for ownership structure56. However it is important to note that neither
system has reached perfection. In the market control system, the reduction in the operation of
the market for corporate control gave rise to activism by large institutional investors. In the
large-shareholder control system, abuses by managers and large shareholders led to the
establishment of codes of good corporate governance. Howbeit neither system has reached the
stage of perfection in their system of governance, it can be contended to say that in relation to
the large-shareholder control system similar to the Chinese system, there is a need for more
market control and less use of codes of good corporate governance to achieve the ultimate
objective of the maximisation of the firms value57. The continental European model in the
past was justified as it changed in its historical institutional framework, where it was very
useful to deal with the hazards associated with information, asymmetries, investment in
specialised assets and long-term investments and the agency problems of large organizations.
However, the desirability of corporate takeover activity and better operating efficiency in
contrast with the long term strategies creates the need to revise the benefits of this system.
Although in theory large shareholders have the incentives to exercise supervision, there is
actually proof of a lack of control of banks as large shareholders and the firm value58.
In conclusion, this essay has given a critical analysis of the relevance and drawbacks of the
comply or explain system. It also examined the Chinese system of governance compared with
that of the Uk, in a bid to discover how the latter’s system can provide better outcomes for the
former. From this analysis, it is important to note that the formalisation of corporate
governance regulation has been considered a necessary initiative to respond to high –profile
corporate collapses which were suspected as being attributable to less-than-describable
corporate governance practices. Those collapses resulted in significant reforms in the
financial markets and in the corporation’s law over a short period of time. 59 But going
forward, it is important to note that the best corporate governance principles and best practice
recommendations in today’s world are not going to stop human error or corporate collapse or 56 La Porta, R et al: ‘‘ Corporate Ownership Around the World’’ [1999] Pg 47357 Useem, M: ‘‘ Shareholder Power and Corporate Reorganization [1993] Pg 36758 Hopner, M et al: ‘‘An Emerging Market for Corporate Control? The Mannesman Takeover and German Corporate Governance [ 2001] Pg 23-2459 Grantham R: ‘’ Corporate Governance Codes in Australia and New Zealand: Propriety and Prosperity [2004] Pg. 268
pg. 10
just a change in the environment60. Some studies have discovered little evidence between
comprehensive corporate governance and performance. All corporate governance guidelines
and standards, whether it be mandatory or voluntary have their strengths and weaknesses and
on one regime is optimal. The relevance between those systems is their greatest collective
attribute for it affords companies a degree of flexibility, while the core standards are relatively
prescriptive, thus comforting the stakeholder. At the end of all these, a company should be
assessed on its performance and not the road it has taken to get to its destination. The
Corporate governance principles cannot be an end to itself. Much still remains to be done by
way of corporate governance reform.
BIBLIOGRAPHY:
LIST OF BOOKS;
60 See Armstrong , note 22.
pg. 11
Calder, A ‘Corporate Governance: A practical guide to the legal Frameworks and
International Codes of Practice’. ( Kogan Page, 2008)
LIST OF JOURNAL ARTICLES:
Alimehmeti, G et al: ‘Ownership Concentration and effects over firm performance:
evidences from Italy [2009]‘
Anand , I : ‘‘Voluntary vs Mandatory Corporate Governance: Towards an optimal
Regulatory Framework
Arcot, S et al : ‘‘ Corporate Governance in the UK :Is the Comply or Explain
Approach Working? [2005] Pg1
Armstrong, A : ‘‘Corporate Governance standards: intangible and tangible value’’
[2004]
Berle, A et al: ‘‘The Modern Corporation and Private Property’’ [1932] Pg.
Clarke, D : ‘‘ Corporate governance in China : An International Overview’’ [2003]
Cornett, M : ‘‘ Corporate governance and earnings management at Large U.S bank
holding companies [ 2009]
Feinerman, J: ‘‘New Hope for Corporate Governance in China? [2007] Pg 4
Grantham R: ‘’ Corporate Governance Codes in Australia and New Zealand:
Propriety and Prosperity [2004] Pg 268
Hopner, M et al: ‘‘An Emerging Market for Corporate Control? The Mannesmann
Takeover and German Corporate Governance [ 2001] Pg 23-24
Jahera, S et al: ‘‘Ownership Concentration and firm value of listed
companies’’[1991] Pg.
Jensen, M et al:‘‘Theory of the Firm: Managerial Behaviour, Agency Costs and
Ownership Structure
Koke, J: ‘‘ The market for corporate control in Germany: Causes and consequences
of changes in ultimate share ownership’’ [2000] Pg 22
La Porta, R et al: ‘‘ Corporate Ownership Around the World’’ [1999] Pg. 473
La Porte, De-Salanes et al: ‘‘Investor protection and corporate governance’’ [2000]
Pg.
Moore, M: ‘‘The end of comply or explain in the Uk corporate governance? [2009]
Pg .86
Onetti, A: ‘‘Ownership and Control in Germany: Do Cross-Shareholding reflects
Bank Control on large companies? [2009]
pg. 12
Shleifer A et al: ‘‘A Survey of Corporate Governance’’ [1997] Pg. 740
Useem, M: ‘‘Shareholder Power and Corporate Reorganization [1993] Pg. 367
Xui, B: ‘‘Securities Legislation protects incestors’’ [2005] Pg .45
Zadkovich J: ‘‘Mandatory requirements, Voluntary rules and please explain’’
[ 2007] Pg 25
LIST OF WEBSITES:
http://xinhuanet.org Accessed last at 03/05/2016
www.frc.org.uk/corporate/combinecode.cfm . Accessed last at Accessed last at
02/05/2015
https://www.iod.com/MainWebSite/Resources/Document/roleofnxds_1006.pdf
Accessed last at 02/05/2016
https://www.frc.org.uk Accessed 02/05/2016
pg. 13