1. pg. 1
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
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
02/05/2016
3 Ibid.
4https://www.frc.org.uk Accessed last 02/05/2016
5 Ibid.
6 Zadkovich J,: ‘‘Mandatory requirements, Voluntary rules and please explain’’ [ 2007] Pg 25
7 Lui, J , Pg 1

2. pg. 2
good practices which covers issues, such as board composition and 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 hasbeen
widely regarded according to scholars as an international benchmark for good corporate
8 See note 3 above
9 Arcot, S et al : ‘‘ Corporate Governance in the Uk :Is the Comply or Explain Approach Working?
[2005] Pg1
10 Moore, M: ‘‘The end of comply or explain in the Uk corporate governance?’’[2009] Pg 86
11 Arcot ,S Pg. 1
12 Moore, M: Pg. 87
13 Zadkovich J,: ‘‘Mandatory requirements, Voluntary rules and please explain’’ [ 2007] Pg 25

3. pg. 3
practice although it has beenconsidered asa regulatory creep,too 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. SarbanesOxley 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- basedin 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 thatcompany’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
14 www.frc.org.uk/corporate/combinecode.cfm.Accessed Last at 03/05/2016
15 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 Representatives
16 Moore, M Pg 87
17 Ibid, Pg 86
18 La Porte, De-Salanes et al: ‘‘Investor protection and corporate governance’’ [2000] Pg 34

4. pg. 4
efficient balance between,ensuring governance best practice and nurturing board diversity 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 reflectsthe potential for issues to arise betweenranking 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 asa result of preference for more self-interested transactions
19 See, note 14 above
20 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
Framework
22 Armstrong, A : ‘‘Corporate Governance standards: intangible and tangible value’’ [2004]
23 Zadkovich, J Pg 25
24 Ibid, Pg. 25

5. pg. 5
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 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 factthat 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 basedin the wayit is being applied. This howevercomes with some greatlimitations
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
25 See, note 13 above
26 Anand, Pg 32

6. pg. 6
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 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 severalfactors.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. 33
These 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
27 Clarke, D : ‘‘Corporate overnance in China : An International Overview’’ [2003]
28 Feinerman , J: ‘‘ New Hope for Corporate Governance in China? [2007] Pg 4
29 See, note 24 above
30 Feinerman, Pg 5
31 Ibid, Pg . 6
32 Ibid, Pg .7
33 Wilcox, J: ‘‘Comply –and- Explain:Should Directors have a duty To Inform? [2011] Pg 3
34 Wilcox, J Pg. 3

7. pg. 7
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, 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 generalmeetings 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 required38
. 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 severalprovisions 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 15th
January 200243
.
Now it is important to note that, although the provisions discuss the acceptance of claims and
35 See Wilcox, note 30 above
36 See, note 25 and 13 above
37 See, note 25above
38 See, note 25 above
39 Xu, B: ‘‘Securities Legislation protects incestors’’ [2005] Pg 45
40 See, note 25 above
41 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
03/05/2016
43 See, note 13 above

8. pg. 8
jurisdictions, methods of bringing law suits, determination of mispresentation, liabilities
determination and exemption, joint tort liability and calculation of loss. Some of the provisions
even give the features of misrepresentation as fraudulent records, misleading statements,
material omissions and improper disclosure. The provisions dealonly with mispresntation made
by public companies and not by share price manipulation or insider trading. Now the major
drawbackof 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 betweenownership 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 betweenownership and control
provides managerial incentives to diversification because of the personal benefits that mangers
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. 415
47 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.

9. pg. 9
would acquire firm risk reduction50
. As a result of this, a number of shareholders cannot
exercise enough power to supervise managerial performance 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 recentreform,fiduciary duties of controlling shareholders have not beenclearly
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 proceduresfor invoking them, neverthelessthere 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
50 Jensen, M et al:‘‘Theory of the Firm: Managerial Behaviour,Agency Costs and Ownership Structure
51 Shleifer A et al:‘‘A Survey of Corporate Governance’’ [1997] Pg 740
52 See, note 25 above
53 See, note 13 above
54 Koke, J: ‘‘ The market for corporate control in Germany: Causes and consequences of changes in
ultimate share ownership’’ [2000] Pg 22

10. pg. 10
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 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 takeovermarket 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
.
Howeverit is important to note that neither system hasreachedperfection. In the marketcontrol
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 codesof 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
55 Onetti, A: ‘‘ Ownership and Control in Germany: Do Cross-Shareholding reflects Bank Control on
large companies? [2009]
56 La Porta, R et al: ‘‘ Corporate Ownership Around the World’’ [1999] Pg 473
57 Useem, M: ‘‘ ShareholderPower and Corporate Reorganization [1993] Pg 367
58 Hopner, M et al: ‘‘An Emerging Market for Corporate Control? The Mannesman Takeover and
German Corporate Governance [ 2001] Pg 23-24

11. pg. 11
and in the corporation’s law over a short period of time.59
But going forward,it is important to
note that the bestcorporate governance principles and bestpractice recommendations in today’s
world are not going to stop human error or corporate collapse or 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.
59 Grantham R: ‘’ Corporate Governance Codes in Australia and New Zealand: Propriety and
Prosperity [2004] Pg. 268
60 See Armstrong , note 22.

12. pg. 12
BIBLIOGRAPHY:
LIST OF BOOKS;
 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 firmperformance:
evidences fromItaly [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 forCorporate 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 firmvalue of listed
companies’’[1991] Pg.
 Jensen,M et al:‘‘Theory of the Firm: Managerial Behaviour,Agency Costs and
Ownership Structure
 Koke, J: ‘‘ The market forcorporate 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

13. pg. 13
 La Porte,De-Salanes et al: ‘‘Investorprotection 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]
 Shleifer A et al: ‘‘A Survey of Corporate Governance’’ [1997] Pg.740
 Useem,M: ‘‘Shareholder Power and Corporate Reorganization [1993] Pg. 367
 Xui, B: ‘‘SecuritiesLegislation 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