Reassessing the convergence thesis. An analysis of the 2018/2019 Corporate Governance Codes of the United Kingdom and Germany


Doctoral Thesis / Dissertation, 2019

56 Pages, Grade: A


Excerpt


Table of Contents

A. Introduction

B. Definition of Corporate Governance
1. Broad Definitions in the Corporate Governance Codes
2. Narrow Interpretation by Financial Economists

C. Corporate Governance Framework in the United Kingdom and Germany
1. Evolution of the Corporate Governance Codes
a) The First Corporate Governance Code Originated in the United Kingdom
b) Development of a Corporate Governance Code in Germany
2. Classification of the Corporate Governance Systems
a) The Anglo-American Outsider System
b) The European Insider System
3. Factors Leading to a Divergence of Corporate Governance Systems
a) Law
b) Politics
c) Culture

D. Globalisation and Convergence of Corporate Governance
1. Internationalisation and Institutionalisation of Equity Ownership
2. Convergence of Disclosure Standards

E. A Comparative Analysis of the UKCGC and the GCGC
1. The Obvious Differences
a) Company Purpose and Stakeholder Engagement
b) Board Structure
c) Board-Level Employee Representation and Co-Determination
d) Directors’ Terms of Office
e) Age Limits
f) “Overboarding” and Restriction of Board Mandates
2. Similarities and Signs of Convergence
a) Application of the Codes
b) Structure of the Codes
c) Corporate Governance Reporting and the “Comply or Explain” Principle
d) Governance Tasks of the Boards
e) Board Committees
(i) Audit Committee
(ii) Nomination Committee
(iii) Remuneration Committee
f) Appointment, Composition and Diversity on Boards
g) Board Independence
h) Directors’ Remuneration
(i) Executive and Managing Directors’ Remuneration
(ii) Non-Executive and Supervisory Directors’ Remuneration
i) Related-Party Transactions
j) Self-Assessment of Performance
k) Conflicts of Interest
g) Meetings of Non-Executive and Supervisory Directors

F. Lessons Learned
1. GCGC Restructured as Best Practice Approach
2. Areas in Which the GCGC Has Learned From the UKCGC’s Criticisms
a) Terms of Office of Supervisory Board Members
b) Limitation of Supervisory Board Mandates
3. Convergence of the UKCGC towards the GCGC
a) Enlightened Shareholder Value
b) Board Structure vs Board Practice
c) Employee Directors

G. Conclusion

Bibliography

Excerpt out of 56 pages

Details

Title
Reassessing the convergence thesis. An analysis of the 2018/2019 Corporate Governance Codes of the United Kingdom and Germany
College
University of Edinburgh  (Edinburgh Law School)
Course
Dissertation in Law
Grade
A
Author
Year
2019
Pages
56
Catalog Number
V506705
ISBN (eBook)
9783346053275
ISBN (Book)
9783346053282
Language
English
Notes
Dissertation in Law as part of the Master of Laws (LL.M.) program in Corporate Law at the University of Edinburgh 2018/2019. Grade A (with Distinction).
Keywords
Corporate Governance, German Corporate Governance Code, UK Corporate Governance Code, supervisory board, management board, convergence, enlightened shareholder value model, stakeholder model, globalisation, harmonisation, Shareholder Rights Directive, agency theory, Cadbury, chairman, CEO, non-executive directors, comply or explain, Baums, listed companies, Cromme, Anglo-American Outsider System, institutional investors, European Insider System, concentrated ownership, controlling shareholders, separation of ownership and control, co-determination, divergence, law matters, La Porta, Hansmann, Kraakman, Civil law, common law, path-dependence, unitary board, two-tier board, Board-Level Employee Representation, Overboarding, Board Committees, Independence, Remuneration, Composition, Diversity, Best Practice
Quote paper
Thomas Böhm (Author), 2019, Reassessing the convergence thesis. An analysis of the 2018/2019 Corporate Governance Codes of the United Kingdom and Germany, Munich, GRIN Verlag, https://www.grin.com/document/506705

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