November, 2002 | Diane K. Denis, John J. McConnell
This paper surveys two generations of research on international corporate governance, focusing on countries other than the United States. The first generation of research follows US studies, examining individual governance mechanisms such as board composition and equity ownership. The second generation considers the impact of differing legal systems on corporate governance structures and effectiveness, comparing systems across countries.
The authors define corporate governance as the set of mechanisms that induce controllers to make decisions maximizing the company's value for its owners. They highlight the importance of internal and external governance mechanisms, including boards of directors, equity ownership, the takeover market, and the legal system.
The paper reviews evidence on board composition and executive compensation in various countries, noting that smaller boards are generally associated with better firm performance. The presence of outsiders on boards does not significantly affect ongoing firm performance but can influence decisions on critical issues. Codes of Best Practice issued in many countries aim to increase board independence, with mixed results.
The paper also examines equity ownership and its impact on firm performance. While concentrated ownership is more common in non-US firms, its effect varies by country and blockholder identity. Private ownership is generally associated with better firm performance compared to state ownership. Privatization studies show that newly privatized firms often experience increased profitability, efficiency, and employment levels.
Overall, the evidence suggests that the relationship between ownership structure and firm performance varies across countries and blockholder types, with concentrated ownership often positively affecting firm value. The role of banks in governance in non-US countries is particularly noteworthy, given the restrictions on bank involvement in US firms.This paper surveys two generations of research on international corporate governance, focusing on countries other than the United States. The first generation of research follows US studies, examining individual governance mechanisms such as board composition and equity ownership. The second generation considers the impact of differing legal systems on corporate governance structures and effectiveness, comparing systems across countries.
The authors define corporate governance as the set of mechanisms that induce controllers to make decisions maximizing the company's value for its owners. They highlight the importance of internal and external governance mechanisms, including boards of directors, equity ownership, the takeover market, and the legal system.
The paper reviews evidence on board composition and executive compensation in various countries, noting that smaller boards are generally associated with better firm performance. The presence of outsiders on boards does not significantly affect ongoing firm performance but can influence decisions on critical issues. Codes of Best Practice issued in many countries aim to increase board independence, with mixed results.
The paper also examines equity ownership and its impact on firm performance. While concentrated ownership is more common in non-US firms, its effect varies by country and blockholder identity. Private ownership is generally associated with better firm performance compared to state ownership. Privatization studies show that newly privatized firms often experience increased profitability, efficiency, and employment levels.
Overall, the evidence suggests that the relationship between ownership structure and firm performance varies across countries and blockholder types, with concentrated ownership often positively affecting firm value. The role of banks in governance in non-US countries is particularly noteworthy, given the restrictions on bank involvement in US firms.