1. Background of corporate governance structure in the United States and Japan
More than half a century from constitutionalism to 1840, the United States is still a country with a dominant agricultural economy. At this time, there were no joint-stock companies in the United States. However, after 1840, American joint-stock companies started with the development of railway enterprises and rose rapidly. This modern enterprise system quickly spread to wholesale, retail, finance, manufacturing and other major industries. Therefore, the United States has become the birthplace of modern companies, and the organizational system and management methods of American companies have been imitated by other western countries.
The rapid development of American joint-stock companies has led to the rapid concentration of national economic strength in the hands of a few large joint-stock companies, but the concentration of economic strength is synchronized with the decentralization of ownership of joint-stock companies. Under the trend of increasingly decentralized ownership of joint-stock companies, the share of shares needed to master "meaningful equity" is also decreasing. As a result, modern joint-stock companies only exercise control rights with the least share ownership, even operators who have no shares at all can exercise control rights. In 1970s and 1980s, the ownership trend of American joint-stock companies was still developing. According to statistics, in 1982, the number of people directly holding shares of listed companies in the United States reached 32 million, and the number of people indirectly holding shares (that is, registered as stock brokers and holding shares) reached1330,000, accounting for about 60% of the American population. This does not include the shareholders of unlisted companies, but unlisted companies account for more than 95% of the total number of joint-stock companies. This situation is other. This dispersion of ownership and management rights will lead to agency costs, while a high degree of equity dispersion will lead to greater agency costs. In order to reduce this cost, it is necessary to establish an appropriate mechanism to encourage and restrain operators and make them serve the interests of shareholders. This mechanism is the corporate governance structure. The ownership structure of American companies is very scattered, the cost of direct supervision includes the high cost of obtaining information, and the power of external shareholders to use direct restraint of equity is insufficient, thus forming an American corporate governance structure characterized by indirect supervision of capital markets.
Japanese enterprise structure is a typical company equity structure. Before World War II, the share of Japanese big companies was absolutely controlled by some chaebol with family as the core, even reaching 100%, which constituted the ownership characteristics of Japanese enterprises before World War II. After World War II, the United States occupied Japan and carried out a large-scale structural reorganization of this system. Most of the chaebol with family as the core were forcibly disintegrated, and the individual major shareholders were completely eliminated, and their positions were occupied by corporate shareholders. Unlike American law, Japanese law has few restrictions on the company's shareholding. Therefore, Japanese financial institutions and enterprises hold shares with each other. Japanese law gave a green light to legal person shareholding, which became an important reason for the rapid development of legal person shareholding in Japan after the war.
Japan's cultural tradition has strengthened the color of its unique corporate ownership structure. Japanese enterprises, enterprises and employees all believe in "harmony is precious" and "loyalty", and the Japanese have a strong sense of collectivism. These cultural characteristics are reflected in economic activities, that is, Japanese enterprises rarely merge, not only because the employees of the merged enterprises become the accessories of others and lose the sense of honor of independent enterprises, but also because the employees of the merged enterprises will resist the entry of a strange group. Therefore, it is difficult to promote the expansion of enterprises through mergers in Japan. In this way, Japanese enterprises can only control each other through mutual investment and cross-shareholding, and continue to expand, forming a criss-crossing economic network.
2. Comparison of the external governance structure models of American and Japanese companies.
The perfect market system provides a good external environment for American companies to operate. The market plays an irreplaceable role in the corporate governance structure of the United States. The United States is a country with a relatively developed and perfect market economy, and its sound and effective product market, capital market, technology market and labor market provide convenient monitoring for all relevant stakeholders of its company. Among them, the product market and technology market quickly evaluate the products and technology of enterprises, which affects the financial affairs of enterprises; The changes in corporate finance are revealed through the information disclosure system in the financial market. The financial market reacts through the equity market and the creditor's rights market, which is manifested in the fluctuation of the company's share price and the possibility of external financing. The transparent securities market enables the potential acquirers of the company to acquire the shares of the company without hindrance, so that the ownership of the company changes hands, and the new shareholders dismiss the incompetent managers by reorganizing the managers of the company. The manager's labor market evaluates the manager's human capital, which devalues the incompetent manager's human capital and ultimately affects the company's income. Product market, financial market and manager market constitute the external supervision system of enterprises and managers.
On the contrary, the degree of marketization in Japan is relatively weak, and strong government intervention has dyed its external corporate governance structure with distinctive characteristics. In the Japanese model, the government strengthens cooperation with enterprises and participates in the internal governance of enterprises by formulating economic strategies and applying appropriate industrial and trade policies. The Japanese government keeps regular contact with enterprises by various means, exchanges information, and discusses, formulates, adjusts and implements relevant policies, measures and plans. In this way, enterprises can operate according to the government's intention.
Highly transparent enterprise operation is another feature of American external governance model. In the United States, through the integration of accounting, external independent audit, internal supervision system and information disclosure, the high transparency of enterprise operation is guaranteed, thus providing an external supervision environment for effectively discovering the abuse of power by operators. Without adequate information disclosure, it will be difficult to find out the abuse of power by operators. The high operating mechanism, effective transparency, developed accounting, independent auditing and sound internal control of American enterprises essentially ensure that all transactions of enterprises can be recorded in a satisfactory way and disclosed in a comprehensive and open manner.
Japanese enterprises form external supervision over the behavior of operators through the camera control of the main bank. Compared with the United States, which takes the market as its corporate governance model, banks have become the center of the Japanese model. Although the bank has few shares in the company that lends money, it can exert great influence, including: sending personnel to the company as shareholders or creditors; Ask for access to the company's relevant information; Negotiate with the company's top management to understand the company's operating conditions and decide whether to increase loans. In this way, banks can better understand the company's information, form effective supervision over the company, and make the performance grow steadily. The government's intervention in enterprises weakens the governance of the securities market, and the lack of market function of enterprise monitoring rights will lead to serious insider control problems. The main bank system provides a new way of thinking to solve this problem and forms a strong supervision over enterprise management.
3. Comparison of internal governance structure models between American and Japanese companies.
The internal governance structure of the United States is mainly composed of shareholders' meeting, board of directors and managers. Its developed securities market has brought great external pressure to the management of the company. In the financing structure of American companies, the main characteristics are equity-oriented, highly decentralized and mostly held by institutional investors. This decentralized feature leads to the indirect control of ownership, that is, shareholders evaluate the performance of operators by buying and selling stocks in the stock market and influence the company's business decisions, rather than realizing the owner's control over the enterprise through the shareholders' meeting, which is figuratively compared to "voting with their feet". Because it is difficult for scattered minority shareholders to bear the high supervision cost, it will weaken the constraint on agents because of "hitchhiking" Therefore, the United States uses "voting with feet" to curb this shortcoming of inefficient internal monitoring. Its simplicity, convenience and low cost constitute an indirect constraint on ownership and become an inevitable choice for American shareholders.
The dispersion of equity in American companies leads to the instability of equity structure, and shareholders can't unite to control the company, so the shareholders' meeting is useless. The board of directors and the management layer operate separately. The management is responsible for the daily work of the company, and the board of directors is responsible for the decision-making of major projects and the supervision of the management. The traditional board of directors of a company is often composed of employees within the company and cannot effectively perform its supervisory duties. Therefore, modern American enterprises emphasize the independence of the board of directors. Its directors shall not be employed by the Company or its subsidiaries, nor shall they be relatives of any employees of the Company, nor shall they provide any services to the Company. These provisions ensure the independence of the board of directors and enable its power to be effectively exercised.
In the Japanese model, business operators become the actual power owners. Corporate shareholders, a Japanese company, holds shares with each other and cross-combines, accounting for an absolute proportion of the company's shares. Corporate shareholders's cross-shareholdings tend to offset the influence of shareholders. In addition, different corporate shareholders understand each other, do not interfere with each other, generally do not oppose the company's proposal, and do not pose a threat to the decision-making of operators. Individual shareholders are very scattered and basically do not affect the decision-making of operators.
The governance structure of Japanese companies consists of shareholders' meeting, board of directors and managers. The board members of Japanese companies are mainly from within enterprise groups, which makes the top leadership of Japanese companies both the highest decision-making body and the highest operating executive body, forming the characteristics of integration of decision-making and decision-making. The names of directors of Japanese enterprises are elected by shareholders. In fact, the directors are directly nominated by the manager and passed by the shareholders' meeting, and the manager is elected at the board meeting. This is tantamount to managers electing themselves, which actually leads to operators having special powers other than the shareholders' meeting.