From Corporate Governance Reform in international

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From Corporate Governance Reform in international convergence of accounting (1)

Has been rooted in the economic, legal and political system, differences in corporate governance structure hindered the convergence of securities regulation (including accounting internationalization) of the road. 80 years of the 20th century, popular in Western European countries (including Japan) to promote financial liberalization, global corporate governance reform. This reform is more emphasis on investor protection for the tone, and strengthen investor protection one of the important reform is to establish and promote efficient securities regulation and application of high-quality global accounting standards. Therefore, I believe that international accounting standards in a way the beginning of the 20th century, 80 years and the financial downturn of corporate governance reforms to promote a product. Chinese papers League finishing. First, the convergence of corporate governance (a) differences in corporate governance structure of corporate governance manifestations in the world there is a big difference. Broadly speaking, there are two typical governance structure more prominent: equity and equity centralized distributed. Corporate governance in the decentralized system of equity (the most typical American-style governance structure), the basic control of the company fell into the hands of professional managers, outside shareholders, often through the board of directors to represent their interests, exercise supervision and control of the manager; In addition, through the active take over the securities market and the strict control of the behavior of the management constraints. Concentrated in the equity of corporate governance system (typically German and Japanese-style management structure), the investor group can often produce one or several large investors (shareholders or creditors), they can exercise effective control of the company managers, and small and medium Investors are usually very weak voice; and often lack effective external governance mechanisms control the internal behavior of large investors, because there is no active takeover market (in fact, a large shareholder in a sufficient number of shares to take over market difficult to play a role) and stricter security controls. The two corporate governance structure, not only in significant morphological differences, but also in the goals and values, there are also fundamental differences. American-style corporate governance objectives, corporate and securities law from the point of view is to maximize shareholder value. Goals are also reflected in shareholder value, the composition and functions of the Board of Directors: The Board represents the interests of all shareholders, the implementation of corporate decision-making control functions; These include senior managers on hiring, firing, supervision and compensation settings. Corporate governance, shareholder value chain can be summarized as follows: shareholders the option of the Board of Directors select the manager. Shareholder value concept of corporate governance objectives of the decision the manager and the relationship between fiduciary responsibility between shareholders, although not always able to achieve this goal. Germany's corporate governance structure reflects the spirit of cooperation between shareholders and employees, which determines the objective is not only the principle of shareholder value. Germany's highest decision making body is the Board of Supervisors; Company Law: Board of Supervisors must have half or 1 / 3 of the members are employees of the company. The relationship between the Japanese companies in the bank, the identity of the main bank as a creditor of the company affairs, informal participation, and its goal of governance more inclined to maximize the benefit of creditors. Of course, non-shareholder value-oriented corporate objectives does not mean that Germany and Japan do not pursue fully the increase in shareholder value. (B) the trend of convergence of corporate governance the past decade, the reform of corporate governance raised in Western Europe, Eastern Europe, Latin America and Asia countries and regions in a wide range of interest. Since the Asian financial crisis, discussions on corporate governance reform is more in depth. Point of view tend to build more and more a Face of increasingly fierce global competition, the different forms of corporate governance began to learn from each other. A large number of German companies, gradually reveals the change in the company's financial policy to the U.S. capital markets of the quasi-one license. Japanese companies are also actively adopt a more transparent accounting practices, and follow the reward structure of the management of U.S. companies (such as executive stock option plan). The rise in the 20th century in Western Europe after 90 years of corporate governance reform movement are mainly as follows: to encourage broad ownership, allowing hostile takeovers and bank holdings of shares. Corporate structure of the convergence trend seems to be more toward the evolution of American-style governance. Same time, U.S. companies are learning to Western Europe and Japan, mainland China, one of the most typical feature is: 90 years since the 20th century, the U.S. institutional investors continue to rise. Although as early as 1942, SEC 14A-8 promulgated the rule - only the difference. With the takeover market in the late 80's demise, the company began to market-oriented governance system model into a political-oriented model, the status of institutional investors have begun to emerge. In 1992, SEC adopted new rules: to allow direct communication between shareholders. Relax restrictions on communication with investors no longer rely on expensive agents to communicate with other shareholders proposals, resulting in creation of shareholder coalition to gain support costs greatly reduced, or even limited much of the U.S. commercial banks,[link widoczny dla zalogowanych], investment began to be active persons. Second, the reform of corporate governance background and motivation (a) the background of corporate governance reforms: As financial downturn deepening trade integration and international capital flows , especially in the seventies and eighties of the 20th century, the tremendous economic growth in investment opportunities to stimulate the global demand for international capital. Moreover, the banking model and the inherent deficiencies in the system deterioration (such as Bank of Japan, a large number of bad debts and the sharp decline of public securities markets) also forced the mainland Western Europe and Japan began to consider the reform of the financial system. Finally, 80 years in the 20th century, Western Europe, mainland China and Japan gradually began to liberalize financial markets as a major financial reversal of the spindle. By 1999, Western Europe and the U.S. financial markets have the degree of asymptotic convergence, for example, France's stock market value of GDP, close to the United States. Financial liberalization began in the '80s, has shaken the institution-centered based on financial models and corporate governance; capital market development requires respect for the interests of investors as the catalyst. (B) the motives of corporate governance reform: the capital market competition began in the 20th century, 80's to the main chain of financial market liberalization, financial reversal, not only introduced the world's capital markets competition, the introduction of the corporate governance of global competition. Trade integration and the deepening globalization of capital markets and capital market competition. In accordance with the Kole-Lehn (1997) Darwinian point of view, the pursuit of intense competitive pressure drives the survival of businesses to choose the most efficient system of governance. Bebchuk-Roe (1999) states: cross-border investment in the late '90s into US-style corporate governance, driven by the convergence of the road; because the most active and actively promoting corporate governance reform, international investors are mostly Americans. Licht (1998) also mentioned: In view of the impact of U.S. stock market and the level of development, the international financiers who prefer American-style securities regulation (including American-style accounting standards.) In order to gain a competitive advantage in the capital market, to take American-style securities regulation strategy to become the general trend of global securities markets.