留學生財務管理——美英以及德日模式的股權結構及其特點

美英模式的股權結構及其特點
(A) Ownership Structure and characteristics of the U.S. and British model
美英模式的特點是，整個治理結構框架依市場控制為主、組織控制為輔的原則來設計，依托發達的資本市場，按分散的社會化的模式構建股權結構，委托人與代理人的制約關系，以公開化、市場化的形式來表現。

The model is characterized by the United States and Britain, the framework of the entire governance structure controlled by market-based, supplemented by the principle in the control of the organization to design, relying on well-developed capital markets, decentralized social model building ownership structure, restrictive relationship of principal and agent the form of open, market-oriented performance. Decentralized shareholding structure is characterized by: the high cost of shareholders' shareholding of less mobility, unstable shareholding structure, shareholder participation in governance, the objective is to become "not the owner". Second, the principal agent organization dispersed ownership control weakened, and the introduction of market control mechanisms had to be made up.

U.S. and British market control in the corporate governance structure of the main manifestations are:

美英國家均要求在公司的董事會成員中，配備相當數量的獨立董事。從理論上講，這種董事會人員結構很難實現股東、董事會與經理之間的制衡。但實際上，這種制衡作用存在，而且有效，其原因是外部市場機制在發生作用。

(1) Independent Director System. An independent director system. The United States and Britain asked the members of the Board of Directors of the Company, with a considerable number of independent directors. In theory, this personnel structure of the Board of Directors is difficult to achieve the checks and balances between the shareholders, the board of directors and managers. But in fact, the role of checks and balances exist, and effective, its causes are external market mechanism in the event of role. Not the owner of efforts to control the agent is weak, the group of minority shareholders are not interested in no direct supervision and constraints of the company's operating, they only care about the yield of the stock and take the "vote with their feet" to forcing operators to improve operations, and even the expulsion of poor long-term business operators. Therefore, in the case of shareholders' governance capacity weakening, the establishment of an independent director system, can effectively improve the fairness and effectiveness of the decisions of the Board. The fundamental purpose of the establishment of an independent director is to ensure that the decisions of the Board shall be as the standard value orientation of the majority of the shareholders' interests.

(2) Management personnel system. (2) management of the personnel system. United States most of the company's chairman serves as CEO, but companies need a variety of management personnel, including COO and CFO are supplied by the managers of the competitive market, determined by the market price or remuneration. Under the strong market pressure, managers had to the interests of shareholders for the purpose of due diligence work and maximizing the return to shareholders for the trust and jobs.#p#分頁標題#e#http://ukthesis.org/dissertation_writing/Accounting/

 

(3) Market M & A mechanism. Market M & A mechanism. Decentralized shareholders to avoid the risk of the most important measures is to sell the stock, the stocks sold a lot of share prices drop, when the market value of the share price is lower than the actual value, the company will become an acquisition target. Dispersed shareholding structure of a hostile takeover convenient, once hostile takeover is successful, through the replacement of the management to improve operating results, business and into the formal. Thus, capital markets, mergers and acquisitions are seen as the most effective corporate governance mechanism to safeguard the interests of the majority of shareholders, the management of the reign of a deterrent.

-Dispersed shareholding structure of the mode change closed open socialization enterprise organizational unit. Because of this mode of governance transparency, openness, and a high degree of market-oriented, although the the active shareholder governance desire is not strong, but forced by market pressure, effectively bind the agent's motives, so that the client's interests the greatest degree of protection.

 

德日模式的股權結構及其特點

(B）the German and Japanese model shareholding structure and its characteristics

(At odds with the United States and Britain mode, political advocates sovereignty concentration, build a model of corporate governance by the concentration of each other to contain the shareholding structure of ...)

德日模式的特點與美英模式相左，政治上主張統治權的集中，按集中的相互牽制的股權結構構建公司治理模式。強調銀行在公司治理中的核心作用，銀行與企業間的相互持股，事實上使企業與銀行結成了“命運共同體”。

The model is characterized by Germany and Japan at odds with the United States and Britain mode advocate political sovereignty centralized, concentrated shareholding structure restraining each other to build a model of corporate governance. Stressed the central role of banks in corporate governance, cross-shareholdings between banks and enterprises, in fact, enterprises and banks formed a "community of destiny". Concentrated ownership structure, the largest shareholder with sufficient incentive to monitor managers, and through active hand voting mechanism to protect the interests of the principal. Concentrated ownership structure is characterized by: the bank is not just a major shareholder of the Company, is also a major creditor of the Company. Shareholders of the bank has a dual identity, "not the owner", lower agency costs, the client through the the organizational mechanisms set up effective control agent. Second, the concentrated shareholding structure, build a very stable group of shareholders, but also led to a very low equity flows and weakening capital markets function.#p#分頁標題#e#

Teilhard de entire governance model throughout the organization to control the main market control, supplemented by the dominant ideology. Concentrated dispersed shareholding structure, the lack of pressure from the external market, the company operating the low level of public and socialization, enterprises have become a relatively closed organization, the agent does not carry a sense of crisis, lack of innovation momentum. Teilhard de mode stability and stability, not only in the level of shareholders and agents, employees usually the post of the rest of your life with the. The cultural heritage of the German-Japanese model so that it attaches great importance to the unity and cohesion of the employees, employee stock ownership has become a given, employees not only can be owned by labor revenue, but can also be promoted to directors or supervisors.

The two corporate governance model is no doubt the interests of shareholders supremacy as the basic objective of corporate governance, the only difference in safeguarding the interests of the client and reduce agency costs in a manner that is different, that is, the use of market mechanisms or organizational mechanisms.