The document discusses various models of corporate governance:
1) The Anglo-American model focuses on shareholder rights and a board of directors that appoints the CEO to manage daily operations.
2) The German model uses a two-tier board structure with representation of employees.
3) The Japanese model emphasizes collaboration between management and financial institutions as major stakeholders.
4) The model of social control argues for stakeholder representation beyond just shareholders.
5) The Indian model is a hybrid, combining aspects of the Anglo-American and German models to account for different types of Indian companies.
2. CORPORATE GOVERNANCE MODELS:
The Board of Directors and the CEO are in charge of the corporate form of business. Shareholders elect the board of
directors. The professional is then appointed by the board. Managers are needed to run the company. Varied countries
have different company laws and regulations. On the basis of these distinctions, governance models differ
The following categories are used to categorize corporate governance models:
a) The Anglo-American Model
b) Germany Model
c) Japanese Model
d) Model of Social Control
e) Model from India
3. The Anglo-American Model
The shareholder rights are recognised and valued in the Anglo American Model of corporate governance.
This model calls for governance by the board of directors, which has the power to choose the CEO.
CEO has the power delegated by the board to manage the company on a daily basis, he or she needs
board approval for certain major decisions—like senior level appointments, fund raising, bid for
acquisition, expansion, etc.
Duties of the board may include policy-making, decision-making, monitoring management performance
and corporate control, besides facilitating the CEO to function under the set policy and guidelines.
In this model, the board of directors is responsible towards the shareholders; however. The largest
shareholders have influence or say over the make up of the board.
4. The Anglo-American Model
This is a shareholder-oriented business model. It is the foundation of
corporate governance in the United Kingdom, Canada, the United States,
Australia, and Common Wealth countries such as India.
Institutional investors, such as banks and mutual funds, invest in portfolios.
They just sell their shares in the market and depart if they are dissatisfied
with the company's performance
5.
6. 2. Model from Germany:
This is often referred to as the European Model. Workers are considered to be one of the
company's most important stakeholders, and they should have the right to participate in its
management. The two-tier board model is named after the fact that corporate governance is
carried out by two boards. These are the two boards:
i. Supervisory Board:
The members of the Supervisory Board are elected by the shareholders. Employees also elect
their Supervisory Board representatives, who make up between one-third to half of the Board.
ii. Management Board or Board of Management:
The Supervisory Board appoints and oversees the Management Board. The Supervisory Board has
the authority to dismiss and re-constitute the Management Board.
7.
8. Japanese Model:
Banking and other financial organisations are important sources of funding
for Japanese businesses. Because banks and other institutions have such a
large stake in enterprises, they collaborate closely with the company's
management.
The Board of Directors and the President are appointed jointly by the
shareholders and the major banks. Lenders' interests are recognised in this
paradigm, along with the interests of shareholders
9.
10. Model of Social Control:
Social Control Model of corporate governance argues for full-fledged stakeholder
representation in the board. According to this model, creation of Stakeholders Board over
and above the shareholders-determined Board of Directors would improve the internal
control systems of corporate governance. The Stakeholders Board consists of representation
from shareholders, employees, major consumers, major suppliers, lenders etc.
Social control is a concept within the disciplines of the social sciences. Social control is
described as certain set of rules and standards in society that keep individuals bound to
conventional standards as well as to the use of formalized mechanisms
11. Indian Model
Family Dominance
No separate ownership and control
Roles of bank and financial institution
Well-developed stock market
Unitary Board of Directors (Executive Board)
12. Indian Model:
The Indian corporate Governance is the amalgam of Anglo-American and German models. The
Indian corporates are governed by the Company’s Act 2013. The Indian corporates can be of
three distinct patterns.
Private firms,
public corporations, and
public sector undertakings-Statutory Companies, Government Companies, Banks and Other
financial institutions
Each of these businesses has a unique shareholding structure. As a result, India's corporate
governance model is a hybrid of Anglo-American and German models.
13. Indian Model:
This pattern of private companies is closely held or dominated by a founder, his
family, and associates. The role of external equity fiancé is small. Hence private
companies follow the German model. There is no instance of corporate failure in
Indian companies as there is a systematic management of family promoter.
In respect of Public enterprises, the central/state government forms the board and
the hold of the government continues to be dominant. Here protecting the
shareholder becomes secondary and runs more in the interest of the government
than in the efficiency and maximization of shareholders’ wealth.
14. Indian Model
Indian model is inspired by Anglo- the American Model.
SEBI is the regulatory body and it was formed in 19192( Independent market regulator)
SEBI regulated the market and there are three committees that are formed under SEBI that have
given maximum recommendations under corporate governance in India
Kumar Mangalam Birla Committee (1999)
Narayan Murthy committee (2008)
Naresh Chandra Committee formed under the Government of India (2002) all these committees
are inspired by England Cadbury Committee and America Sarbanes Oxley Act.