At present, the largest shareholders in the United States are institutional investors, such as pension funds, life insurance, mutual funds, university funds and charitable organizations. Among them, pension funds account for the largest proportion. In the early 1990s, institutional investors controlled 40% of the common stock of large and medium-sized enterprises in the United States and owned 40% of the medium and long-term creditor's rights of larger enterprises.
The 20 largest pension funds hold about 65,438+00% common shares of listed companies. However; Although the total shareholding of institutions is very large, and some holding institutions are also very large, with assets even reaching several billion dollars, they often hold as much as 1% of the shares in a specific company. Therefore, there is only a very limited right to speak in the company, which is not enough to put any pressure on managers.
American market control companies mainly rely on the takeover and merger of control companies by capital markets. American institutional investors will not hold a stock for a long time. When the company they hold has poor performance, institutional investors generally do not directly intervene in the company's operation, but change their stock portfolio and sell the company's shares.
The short-term nature of holding shares makes stock trading very frequent, which leads to frequent acquisitions and mergers of companies. The research shows that the stock price fluctuates too much, which is not closely related to the profit level of enterprises.
Therefore, it is difficult to effectively control the company by using the stock market. Moreover, due to the high liquidity and turnover rate of stocks, there are serious short-term holdings, and managers can only focus on pursuing short-term profits in the face of the dividend pressure of major shareholders, and pay little attention to capital investment and research and development.
In recent years, American business circles have taken some measures to improve the corporate governance structure in the United States. For example, the US Securities and Exchange Commission 1992 stipulates that:
(1) Strengthen the disclosure of the company's executive compensation and allowances, and require the remuneration committee of the board of directors to publicly explain in its annual proxy how and why the executive compensation level is determined in this way.
(2) Strengthen the role of institutional shareholders. At the same time, try to strengthen the role of commercial banks and allow them to engage in securities trading activities.
Ownership Structure and Governance Structure of Japanese Enterprises Since 1960s, legal persons, namely financial institutions and industrial companies, have dominated the ownership of Japanese enterprises. The shareholding ratio of legal person 196 0 is 40.9%, 1984 is 64.4% and 1989 is 72.0%. Corporate shareholding is mainly cross-shareholding or circular shareholding among enterprises within the group, and the group forms a major shareholders' meeting.
Control structure and main banking system The board members of Japanese companies mainly come from within the enterprise. Decision-making and implementation are undertaken by internal personnel. Supervision and restraint mainly come from two aspects, the first is from cross-shareholding companies, and enterprises in an enterprise group control each other. The general manager's meeting (president's meeting) is a meeting of major shareholders.
If the performance of the enterprise is poor or the operator is incompetent, the general meeting of shareholders will criticize the operator of the enterprise and urge him to improve his work until he is dismissed. Another important supervision comes from the main bank. The main bank generally has three characteristics:
Provide a large share of loans, with a certain share capital (below 5%), and send personnel to serve as managers or directors of customer enterprises. Banks hardly hold shares in companies that have no trading relationship with them, and the purpose of holding shares is basically to realize and maintain the serialization and collectivization of enterprises.
The way the main bank supervises the company's operation depends on the specific situation: when the company's performance is good and the enterprise is operating normally, the main bank does not intervene, but when the company's performance is poor, the main bank shows control. Because the main bank pays close attention to the capital flow of enterprises, it can find financial problems early and take action.
For example, inform relevant enterprises to take countermeasures in advance, and if the company's performance still deteriorates, the main bank will change managers through the major shareholders' meeting and the board of directors. The main bank can also send personnel, including directors, to relevant enterprises. With these means, the main bank has become an important and effective supervisor of related companies.
Under the system of company cross-shareholding and main bank shareholding, the purpose of holding shares is only to stabilize shareholders, support and control each other, not to obtain higher dividends or bonuses. Therefore, the stock is not easy to sell, the turnover rate is low, and the stock market has little influence on managers.
As far as the merger of the stock market is concerned, it rarely happens in Japan. Although Japan's merger activities have also increased since 1960' s, they mainly occur between small and medium-sized enterprises or between large enterprises and small and medium-sized enterprises. Moreover, even if it is merged, it is rarely used for public purchase of shares. It is often the major shareholders of both parties to the merger negotiate first and then transfer the shares.
An important feature of corporate governance structure in Germany is the dual committee system, that is, the board of supervisors (the board of supervisors is equivalent to the board of directors in the United States and Japan) and the management committee (the board of directors is equivalent to the senior management department or executive committee in the United States and Japan). Members of the board of supervisors cannot serve as members of the board of directors and may not participate in the actual management of the company.
Ownership structure in Germany, the largest shareholders are companies, entrepreneurs' families, banks and so on. And the concentration of equity is relatively high. Deutsche Bank is a universal bank and can hold shares in industrial and commercial enterprises. The bank's shareholding ratio in 1984 and 1988 is 7.6% and 8. 1% respectively. If we add the investment fund holdings supervised by banks (2.7% and 3.5% respectively in the same period), the bank holdings will reach 10.3% and 1 1.
Moreover, most of the bank shares are held by the three major banks, among which Deutsche Bank has the greatest influence. The nature of bank loans to enterprises also makes banks an important stakeholder.
In addition, the cross-shareholding of companies is relatively common, and the control of authoritative departments on shareholding is also relatively wide. Only holding more than 25% of the shares has the obligation to disclose, and only holding more than 50% of the shares has the obligation to further inform the regulatory authorities.
Control structure and universal bank In Germany, banks control by controlling the voting rights of stocks and sending representatives to the board of directors. According to the statistics of German Monopoly Committee, among the 65,438+000 largest joint-stock companies, 75 are represented by banks, some of which are chairmen of the board of supervisors, and bank representatives account for 22.5% of shareholders' representatives.
Among them, 44 companies have less than 5% shares, and at least 19 companies have no shares. Another feature of corporate governance in Germany is the emphasis on employee participation. In the board of supervisors, the employee representatives can occupy 1/3 to 1/2 seats according to the scale of the enterprise and the number of employees.
?