THE ROLE OF CORPORATE GOVERNANCE IN SOUTH KOREAN ECONOMIC REFORM

In South Korea, as in some other troubled Asian economies, banks and large public corporations have been run more in the interest of the government and the controlling share-holder group than to maximize efficiency and overall shareholder wealth. Any serious attempt to reform the South Korean economy must thus include significant changes in its system of corporate governance. After discussing in general terms how corporate ownership and control can affect economic performance, this article examines the corporate governance institutions that prevail in different countries, with particular attention to the U.S., Japan, and Germany. From such comparative analysis it then develops a set of criteria for appraising the effectiveness of corporate governance systems that are applied to the specific case of South Korea. The article concludes with number of suggestions for reforming the South Korean corporate governance system, including:

• 1 greater legal protection for minority shareholders from transactions involving potential conflicts of interest; and
• 2 strengthening of the incentives of management and large corporate holders, such as house or main banks, to maximize value (as the author notes, “charging management or the board with a legal mandate to ‘balance’ the interests of various constituencies or stakeholders is merely to diminish any legally enforceable responsibility to shareholders”).

As the article notes in closing, the main beneficiaries of such governance reforms will not be the new shareholders–including those foreign investors who might be persuaded to buy the stocks–but rather the existing owners, whose shares will command a higher price from “outside” investors. And the greatest beneficiary will be the South Korean nation as a whole, since the resulting improvements in corporate performance and reductions in cost of capital will increase productivity and international competitiveness.     

公司治理中的“激励不足”和“激励不到”

我国以建立现代企业制度为目标,逐步引入了一系列公司机制,取得了相当的成绩,但同时有一些机制尚未有效运转,从而影响了公司治理机制的效果。从制度的引入、制定到真正发挥作用,需要一定的时间,我们不能忽视现存的两个问题,那就是“激励不足”和“激励不到”。因为“激励不足”     

IN SEARCH OF OWNERS: PRIVATIZATION AND CORPORATE GOVERNANCE IN TRANSITION ECONOMIES

Experiments in privatizing enterprises in transition economiesabound, from extensive efforts at sales to strategic owners(as in Estonia and Hungary), to programs based primarily oninsider buyouts (as in Russia and Slovenia), to innovative massprivatization programs involving the creation of large and powerfulnew financial intermediaries (as in the Czech and Slovak republicsand Poland). Each approach has inherent strengths and risks.But if the objectives are to sever the links between the stateand the enterprises, to school the population in market basics,and to foster further ownership change, the initial weight ofevidence seems to favor significant reliance on voucher privatization,especially given the difficulty most countries have findingwilling cash investors.      

RECENT DEVELOPMENTS IN GERMAN CAPITAL MARKETS AND CORPORATE GOVERNANCE

Financial economists continue to point to Germany as a relatively successful model of a "bank-centered," as opposed to a market-based, economy. But few seem to recognize that, in the years leading up to World War I, German equity capital markets were among the most highly developed in the world. Although there are now only about 750 companies listed on German stock exchanges, in 1914 there were almost 1,200 (as compared to only about 600 stocks then listed on the New York Stock Exchange).
Since German reunification in 1990, there have been signs of a possible restoration of the country's equity markets to something like their former prominence. The last 10 years have seen important legal and institutional developments that can be seen as preparing the way for larger and more active German equity markets, together with a more "shareholder-friendly" corporate governance system. In particular, the 1994 Securities Act, the Corporation Control and Transparency Act passed in 1998, and the just released Takeover Act and Fourth Financial Market Promotion
Act all contain legal reforms that are essential conditions for well functioning equity markets. Such legal and regulatory changes have helped lay the groundwork for more visible and dramatic milestones, such as the Deutsche Telekom IPO in 1996, the opening of the Neuer Market in 1997, and, perhaps most important, the acquisition in 2000 of Mannesmann by Vodafone, the first successful hostile takeover of a German company.     

健全的金融体系：金融监管和公司治理

健全的金融体系是每个成功的经济体制的核心,它配置资本并且转移风险。银行业从计划经济体制向市场经济体制转型中面临着重要的挑战,政府为此出台了一系列举措。健全的金融体系的建立主要包括两个方面,一方面是对金融机构的监管法规,另一方面是金融机构对其行为的自我管理,即公     

CORPORATE GOVERNANCE AND CAPITAL STRUCTURE DYNAMICS: AN EMPIRICAL STUDY

Consistent with theoretical predictions, we find that both a higher level of financial leverage and a faster speed of adjustment of leverage toward the shareholders' desired level are associated with better corporate governance quality as defined by a more independent board featuring CEO–chairman separation and greater presence of outside directors, coupled with larger institutional shareholding. In contrast, managerial incentive compensation on average discourages use of debt or adjustments toward the shareholders' desired level, consistent with its entrenchment effect. The effect of corporate governance on leverage adjustments is most pronounced when initial leverage is between the manager's desired level and the shareholders' desired level where the interests of managers and shareholders conflict.     

CORPORATE GOVERNANCE IN AN EMERGING MARKET: THE CASE OF ISRAEL

Despite significant capital-market reforms in the mid-1980s, the Israeli government and banks continue to play an unusually dominant role in Israeli financial markets. Israeli banks operate as merchant banks and, through pyramid structures of ownership, control large segments of manufacturing, construction, insurance, and services. In addition, the banks dominate all facets of the capital market, including underwriting, brokerage, investment advice, and the management of mutual and provident funds.
Because of this dominance by the banks, several important mechanisms of corporate governance are missing. There is no effective market for corporate control; institutional investors have little incentive to monitor corporate managers; and those managers in turn have little incentive to improve firm performance and increase shareholder value.
To be sure, there has been an impressive wave of IPOs on the Tel Aviv Stock Exchange (TASE) in the 1990s. But those firms' stocks have substantially underperformed the market since going public, and many higher-quality Israeli firms have chosen in recent years to list their securities on the NASDAQ and not at home. The main reason the most promising Israeli firms go public in the U.S. is because that is where U.S. and other foreign investors want to buy them; such investors want the assurances that come with the U.S. corporate governance system.     

CULTURE,CORPORATE GOVERNANCE,AND DIVIDEND POLICY: INTERNATIONAL EVIDENCE

We find that Hofstede's cultural dimensions—uncertainty avoidance, masculinity, and long‐term orientation—remain significant in the determination of firms’ dividend policies, even after controlling for corporate governance. We also show that this association varies with the strength of corporate governance, measured by the degree of investor protection. Hence, national culture and investor protection independently affect firms’ dividend payouts but also interact with each other, such that strong investor protection induces higher dividend payouts in high uncertainty avoiding and/or highly masculine cultures. Our results provide strong evidence that cultural differences matter and offer additional power in explaining variations in dividend policies.     

CORPORATE GOVERNANCE AND CORPORATE PERFORMANCE: A COMPARISON OF GERMANY, JAPAN, AND THE U.S.

Contrary to assertions that there are fundamental differences in the efficiency of "market-based" and "relationship-oriented" corporate governance systems, this article presents evidence that the German, Japanese, and American systems appear about equally effective in disciplining poor managerial performance. For example, both the job security and total compensation of German and Japanese managers appear to be tied to stock performance and current cash flows- measures that some would refer to as "short-term"-to roughly the same extent as those of U.S. managers. Furthermore, the punishments and rewards for German and Japanese managers are not more sensitive to sales growth-a measure some would refer to as "long-term"-than those of their U.S. counterparts.
But, if there is no clear difference between the three governance systems in responding to poor stock and earnings performance, there is one important difference: the U.S. system is more effective than the German and Japanese systems in discouraging successful companies from overinvest-ing. One reason for this is the fact that U.S. managers hold much larger equity positions than managers in Japan and Germany. Another important factor, however, is the difficulty faced by Japanese companies in returning capital to their shareholders. Dividends are minimal; and, until 1995, it was illegal for a Japanese company to repurchase its stock.     

CORPORATE OWNERSHIP AND CONTROL IN THE U.K., GERMANY, AND FRANCE

Like its U.S. counterpart, the U.K. corporate ownership and governance system can be characterized as an outsider system with a large number of public corporations, widely dispersed ownership (though with growing concentrations of institutional shareholdings), and well-developed takeover markets. By contrast, the much smaller number and proportion of publicly traded German and French corporations are governed by insider systems--those in which the founding families, banks, or other companies have controlling interests and in which outside shareholders are not able to exert much control.
The different patterns of ownership in the U.K. and in France and Germany give rise to different incentives and corporate control mechanisms. Concentrated ownership would seem to encourage longer-term relationships between the company and its investors. But, while perhaps better suited to some corporate activities with longer-term payoffs, concentrated ownership could also lead to costly delays in undertaking necessary corrective action, particularly if the owners receive "private" benefits from owning and running a business. And, although widely dispersed ownership may increase the likelihood that corrective action will be sought prematurely (as outsiders rush to sell their shares in response to a temporary downturn), the presence of well-diversified public owners may also be more appropriate for riskier ventures requiring large amounts of new capital investment.
Thus, concentrated ownership, while having the potential to reduce information costs and to strengthen incentives to maximize value, can also impose costs in two ways: (1) by forcing managers and other insiders to bear excessive company-specific risks that could be transferred to well-diversified outsiders; and (2) by allowing insiders to capture private benefits at the expense of outsiders.     

CADBURY AND BEYOND: PERCEPTIONS ON ESTABLISHING A PERMANENT BODY FOR CORPORATE GOVERNANCE REGULATION

The development of codes of corporate governance in the UK can be criticized on two grounds: first, that the process has been, to a large extent, ad hoc; and second, that the codes of corporate governance lack an enforcement mechanism. To remedy these problems this paper considers the desirability of establishing a permanent framework for the regulation of corporate governance of UK listed companies, and whether such a framework might be linked to the regulation of accounting and audit. Three possible models for the regulation of UK listed company audit (an Auditing Council, a Commission for Audit, and a UK SEC), which might also include the regulation of corporate governance, are developed. The results of a study, using postal questionnaires and interviews designed to elicit the views of primary and secondary stakeholders and influential onlookers, as to the desirability of including corporate governance within the proposed models for the regulation of listed company audit, are reported. The findings suggest only limited support for corporate governance regulation to be assumed by an audit regulatory body. However, of those supporting reform, oversight by an independent body with statutory powers, such as a UK SEC, received greatest support.     

THE STATE OF U.S. CORPORATE GOVERNANCE: WHAT'S RIGHT AND WHAT'S WRONG?

Largely as a result of failures at Enron, WorldCom, Tyco, and other prominent American companies, U.S. corporate governance practices have come under attack. These much publicized failures and the resulting popular outcry have served as catalysts for legislative and regulatory changes that include the Sarbanes‐Oxley Act of 2002 and new governance guidelines from the NYSE and NASDAQ. But is the U.S. corporate governance system really as bad as critics suggest? And will the recent legislative and regulatory changes lead to a more effective system? The authors begin by noting that the broad evidence is not consistent with a failed U.S. governance system. During the past two decades, the U.S. economy and stock market have performed well both on an absolute basis and relative to other countries, even in the wake of the corporate scandals in 2001. Moreover, the most notable changes in U.S. corporate governance in the 1980s and 1990s‐including the institutionalization of U.S. share‐holders and the dramatic increase in equity‐based pay‐have served mainly (though not always) to strengthen the accountability of U.S. managers to their shareholders. The authors' message, then, is that while parts of the U.S. corporate governance system gave way under the exceptional strain created by the bull market of the 1990s, the overall system‐which includes corrective market forces as well as oversight by the public and government‐has reacted quickly and decisively to address its weaknesses. The net effect of the recent legislative and regulatory changes has been to make a good governance system an even better one. But, as the authors caution, perhaps the greatest risk now facing the U.S. financial market system (of which corporate governance is a critical part) is that of overregulation.