COURSE: INTERNATIONAL COPORATE GOVERNANCE STUDENT ID: 6743448

Introduction:

International corporate governance has received considerable recognition as a daily subject

within the press.1 Although this is majorly as a result of the financial scandals/ Corporate

collapses which occurred in some of the worlds renowned Companies such as Enron, Barings

Bank, World Com and many more to mention.

Through the development of the widely acclaimed 1992 Cadbury report, the role of Non–

executive directors (NED’S) within organizations has been considered as very crucial for the

notion of Governance.2 This code was majorly enacted, in other for NED’S to have a leading

edge in supervising the acts of executive directors of Companies.3 It further initiated a debate

about their main functions and responsibilities of non-executive directors4. Today, it has been

said that these NED’S have an important role to play in relation to the proper running of a

companies and more widely to the economy at large. The report also portrays that NED’S

must be able to bring an independent judgement to bear on issues of strategy, performance

and resources which entails key appointments and standard of conducts.5 However, this report

which was a bedrock to all other UK codes such as the combined codes and the Higgs report

have been highly criticized for some lack of efficiency regarding the duties of NED’S and in

all other areas of governance. Crucially, it has been said that even with the important role that

these NED’S play in corporate governance and the increasing attention they receive from

regulators, research on non-executives is still in its infancy.6 Although one can agree, that

such roles are still very crucial to the notion of governance, nevertheless the codes do not

clearly stipulate how they should carry out their duties.7 For example, a number of studies

emphasize that the information asymmetry between executive and non-executive directors

and the main fact that NED’S are being forced, to rely on information prepared by executive

management to fulfil their monitoring and supervisory function depicts a major loophole of

the comply or explain system. On the other hand, corporate law scholars take the view that

the code sets out good practices which covers issues, such as board composition and

1 Calder, A Corporate Governance: A practical guide to the legal Frameworks and International Codes of Practice. ( Kogan Page, 2008)2 https://www.iod.com/MainWebSite/Resources/Document/roleofnxds_1006.pdf Accessed last at 02/05/20163 Ibid.4https://www.frc.org.uk Accessed last 02/05/20165 Ibid.6 Zadkovich J,: ‘‘Mandatory requirements, Voluntary rules and please explain’’ [ 2007] Pg 257 Lui, J , Pg 1

pg. 1

effectiveness, the role of board committees, risk management, remuneration and relations

with shareholders.8 Also the combined code that was also introduced in 1998 has been

considered to foster compliance, especially in situations not covered by its fore runner the

Cadbury code.9 For instance, such provisions include the appointment of a senior independent

Non -executive director or 12 months service contracts for executive directors. Research say

that it is encouraging to see that more than half of the non-financial constituents of the

Financial Times Stock Exchange (FTSE350) were fully compliant with the code at the end of

2004.10 In addition, it was found that on average it was just less than 10% of all firms that

were not complying with a single provision of the code, but nevertheless it is found that did

not comply with the Code often did a very poor job explaining themselves. Even worse, in

almost one in five cases of non-compliances, firm did not explain their non-compliances at

all.11

The aim of this essay is to give a comparative or critical analysis of the system of governance

that the UK Operate with that of China. It will firstly begin by given an analysis of the

drawbacks and loopholes of the comply or explain system of governance that the United

Kingdom Operate. It will then lead on to analyse how the Chinese system of governance is

operated ,looking at reforms and major loopholes and how the United kingdom’s system even

with some few failings can provide better outcomes for China.

The relevance and drawbacks of the comply or explain regime:

It has been said that, the merits of the comply or explain regime in the UK lies in its

flexibility. These flexibility it offers are thought to lie in its ability, to foster companies in

adopting the spirit inherent in the code, rather than the letter, because a more statutory regime

would lead to a ‘’box-ticking’’ approach that will result in the failure of sound deviations

from the rule and would not encourage investors to trust the system.12 According to corporate

law scholars, this means that the comply or explain model ultimately would lead to better

governance and its basic premise has been adopted by several other countries like Australia

and Germany.13 The combined code of Governance, which clearly portrays these comply or

explain system has been widely regarded according to scholars as an international benchmark

for good corporate practice although it has been considered as a regulatory creep, too

8 See note 3 above9 Arcot, S et al : ‘‘ Corporate Governance in the Uk :Is the Comply or Explain Approach Working? [2005] Pg110 Moore, M: ‘‘The end of comply or explain in the Uk corporate governance?’’ [2009] Pg 8611 Arcot ,S Pg. 112 Moore, M: Pg. 8713 Zadkovich J,: ‘‘Mandatory requirements, Voluntary rules and please explain’’ [ 2007] Pg 25

pg. 2

principle based, too voluntary in its administration.14 Nevertheless, the flexibility it offers to

companies, who can choose between complying with its principles or explaining why they do

not comply with the reports, stands in sharp contrast to mandatory systems (e.g. Sarbanes

Oxley Act in the US)15. It has been said that the 2002 Sarbanes-Oxley Act, imposes upon US

listed Companies a formal, extensive and detailed catalogue of governance which in summary

makes it mandatory in its application unlike the system adopted in the Uk that has succeeded

in preserving a set of corporate governance norms that are non-legally binding in the form,

relatively broad- based in substance and readily comprehensible by boards without the need

for extensive professional assistance.16

Furthermore, the system of comply or explain through the combined code, has nonetheless

been considered as the most crucial factor underlying the combined codes comparative

advantage, which is by virtue of the listed companies in the UK being made exempt from the

need to adopt a prescriptive system of ‘‘one size fits all’’ model of internal organisational

control.17 In theory, this system which is termed as a regulatory technique permits a company

to decide to opt out, in effect from any one or more requirements of the Code that its board

considers to be cost-effective or otherwise inappropriate for that company’s specific

circumstances. It is also important to note that, for a condition of listing on the London Stock

exchange any kind of standard governance practice must be reported to investors within the

company’s annual accounts and reports. This supposed, strict disclosure underpins the code

and has the ability of setting code compliance, as the default position for listed companies,

when there is a strong absence of countervailing considerations. Though code is consequently

vested with sufficient coercive influence to represent a credible managerial ‘‘bonding’’

mechanism in the eyes of institutional investors, thus (theoretically at least) ensuring the

protection of a level of trust conducive to the continuing provision of public equity capital to

companies on desirable terms18.

Despite the fact that, this comply or explain principle has received great reception through the

combine code, the Cadbury report and the investor and directorial communities in the UK

over the past decade and a half, nevertheless some major questions are still yet to be answered

regarding the central commitment of the system. These includes its promise to ensure an

efficient balance between, ensuring governance best practice and nurturing board diversity

14 www.frc.org.uk/corporate/combinecode.cfm.Accessed Last at 03/05/201615 The Sarbanes –Oxley Act was enacted on 30th July 2002. It’s shorthand name is a reference to the Democrat and Republican respectively Senators Paul Sarbanes and Michael G Oxley, who sponsored the Bill’s introduction before the US House of Representatives16 Moore, M Pg 8717 Ibid, Pg 8618 La Porte, De-Salanes et al: ‘‘Investor protection and corporate governance’’ [2000] Pg 34

pg. 3

and flexibility as portrayed above. Also, the progress that has been made, over the recent

years regarding the detail and rigidity in some of the major provisions and principles of the

code has also put the code at risk, of being a formulaic and legalistic interpretation both by

financial market and corporate actors. This is particularly so according to Principle A.2 of the

code which controls pressing issues of the division of leadership responsibilities between the

chief executive officer and the company’s chairman.19 The controversy that took place

regarding British retailer Marks &Spencer can be cited as a major challenge regarding the

application of this principle. This case which involved the decision to promote its CEO Sir

Stuart Rose, to the dual office which was effective from 2008 onwards was received with

much criticisms. This M&S fall out reflects the potential for issues to arise between ranking

code norms. Such clashes cause costly and potentially divisive confusion for investors and

boards alike, which is clearly as a result of the formalistic and closed ended nature of the so

called principle A.2 following its adjustment from the Higgs report20.

Furthermore, the lack of compliance under a voluntary system is a major weakness. Anand

states that it is because voluntary regimes are just basically seen as communication vehicles

by companies that wish to reflect particular intentions and standards and the inability to

regulate compliance undermines the credibility of this comply or explain system.21 Another

scholar, Armstrong notes that even where most companies support voluntary corporate

governance codes, however few actually have the intention of adopting these codes.22 For

example, in Australia it is given that while many of the Australian organizations state that the

compliance of the company’s legislation is a crucial part of their duty, a number of studies

have concluded that the state of compliance structures within those companies does not

support that claim23.

It is important to note that, although mandatory systems like the Sarbanes Oxley act adopted

in America may be very detailed and very formal in its application, it still has the importance

of allowing states to establish minimum standards to which organizations must follow.24 For

example, without prescriptive regulations, managers and directors alike may depart from

standards of corporate governance as a result of preference for more self-interested

transactions and arrangements. On the other hand, it is known that the level of protection

given to investors may not be too high, however the state is able to gain its investor protection

19 See, note 14 above20 Review of the Role and Effectiveness of Non-executive Directors (Higgs Report) (January 2003)21 Anand , I : ‘‘Voluntary vs Mandatory Corporate Governance: Towards an optimal Regulatory Framework22 Armstrong, A : ‘‘Corporate Governance standards: intangible and tangible value’’ [2004]23 Zadkovich, J Pg 2524 Ibid, Pg. 25

pg. 4

objective directly because market participants are forced or face penalties for non-

compliance. In comparison to a voluntary system, which the UK operates and which is also

adopted by other countries like Australia, Netherlands and many more provides no form of

guarantee that the minimum standard of governance will be established and the kind of

language used in the voluntary codes appears vague and less compelling.25 More benefits of

these mandatory system, based on various research is that regimes with strong investor

protection lead to healthy capital markets. More so, in countries that are in possession of

strong legal protections, capital markets are larger, since potential investors are preserved

against expropriation by entrepreneurs.26

From the foregoing, whether a voluntary system which is based on this principle of comply or

explain or ‘if not, why not’ is an effective system in ensuring appropriate governance practice

is contentious. Such system of governance is relatively prescriptive in its application, based

on the fact that it does not require disclosure of compliance. Rather, this system requires

disclosure of non-compliance alongside an explanation of why the company board believes

that non- compliance of the code is appropriate. The importance of this method now rest on

the basis that shareholders can then come to their own conclusions whether departures from

the guidelines were justified.

The next part of these essay, will now give a critical examination of the UK’s System of

governance in comparison with the Chinese system. Crucially focusing on three main issues

which includes Board structure, minority shareholder rights and concentrated ownership.

Comparative analysis of the Chinese and UK system of Governance:

Corporate governance in the UK and in China appear to have the same similar characteristics

based on the fact that most of the features of the code appear to very voluntary and very

principles based in the way it is being applied. This however comes with some great

limitations because for instance, some of the statutory rules under the Chinese system of

governance are only dormant as the rules are often breached by majorly directors of

Companies. For example the Chinese securities commission code

Firstly, corporate governance which is termed as ‘’gongsi zhili’’ has over the years become

an important topic in academic, business and policy discussion in China.27 Since the Chinese 25 See, note 13 above26 Anand, Pg 3227 Clarke, D : ‘‘Corporate overnance in China : An International Overview’’ [2003]

pg. 5

first company law act came into effect in 1994, much has been achieved in establishing the

basic components of corporate governance, nevertheless there is still very much to be

accomplished.28

The very first and a major fundamental issue of the Chinese system of governance is that the

laws and institutions is as a result of the state policy of maintaining a full or a controlling

ownership interest in enterprises in several factors.29 As a result of this, during the economy’s

move from command to market, it was not certain who represents the state as a shareholder,

in the listed companies.30 In addition, the transactions between the controlling shareholder or

a group of company and the listed company often disadvantage minority shareholders.

Moreover, as with the issues being faced in the UK, within the system of corporate

governance in china it has issues with the fact that directors are ‘‘inside or executive’’

directors; very few companies have many independent directors, which leads to insider

control.31 Although Chinese securities regulators attempted to clean up insider controlled

boards by requiring every listed company to have independent directors, forming at least a

third of the board, however power remains extremely concentrated.32 In comparing this brief

analysis with that of the UK, the main fact is that the internal market for corporate control is

conceptually entrusted to the hands of the boards of directors. 33These boards are by definition

the internal governing mechanism that is presumed to shape the firms governance, given their

direct access to the two other axes in the corporate governance triangle, Boards of Directors

are one of the centre pieces of corporate governance reform. The downfall for the UK system

is that the board of directors has emerged as both a target of blame for corporate misdeeds and

as the source capable of improving corporate governance. Some scholars have argued that an

end should come to the long tradition of the board room as a sealed chamber from which we

issue only unanimous endorsements of management’s actions and results. For example, John

argued that an end should come to this long tradition, which means there should be more

transparency about the boardroom process, without undermining the ability of management

teams to produce the results that shareholders want.34 The preferred way to solve this issue, is

that the ones who hold public companies would be obligated to explain to shareholders how

they are discharging their duties in a manner, they reasonably believe to be in the best interest

of the corporation.35 This will be a great idea if Chinese government take into a consideration,

28 Feinerman , J: ‘‘ New Hope for Corporate Governance in China? [2007] Pg 429 See, note 24 above30 Feinerman, Pg 531 Ibid, Pg . 632 Ibid, Pg .733 Wilcox, J: ‘‘Comply –and- Explain: Should Directors have a duty To Inform? [2011] Pg 334 Wilcox, J Pg. 335 See Wilcox, note 30 above

pg. 6

because it will lead on to progress and more transparency between the shareholders and the

directors

The second issue relating to the system of governance in China is that although, the company

law requires every company to hold an annual shareholders general meeting like the UK

operates however, in China while every shareholder may attend a general meeting, recent

data indicates that almost attendees are state representatives and representatives of legal

persons.36 Not all of the companies comply with this requirement and there are proofs that

some boards simply ignore the meetings decisions.37 The general meetings for shareholders

sometimes check decisions with the board before taking action. Research even shows that

about 20 percent of company actions are voted upon at the shareholders general meeting, even

with the very wide range of situations in which such a votes seems to be legally required 38. A

fundamental issue for the protection of shareholders is the fact that the supreme people’s

court in China restricts the courts to only hear a few class of securities related claims at class

actions39. The remedy provided to the minority shareholders under the company law is an

application to the courts to stop the continuance of unlawful conduct by directors and

majority shareholders.40 The existing laws and regulations do not also clearly stipulate the

punishment for corporations that hinder shareholders rights to get information. The securities

Law in China is also very unclear as to when and whether investors can take civil action

against directors and investment professionals for negligent or false disclosures that result in

losses.41

In concurrence with this assertion, on the 26th of December the Supreme people’s court

announced the several provisions on Trial of Civil Damages Cases due to misrepresentation in

the securities market, which came into effect on the 1st of February of 2003.42 The provisions

extend the Notice on questions in relation to the acceptance of Civil Tort Dispute Cases

arising from misrepresentation in the Securities market, issued and effective on 15 th January

200243. Now it is important to note that, although the provisions discuss the acceptance of

claims and jurisdictions, methods of bringing law suits, determination of mispresentation,

liabilities determination and exemption, joint tort liability and calculation of loss. Some of the 36 See, note 25 and 13 above37 See, note 25above 38 See, note 25 above39 Xu, B: ‘‘Securities Legislation protects incestors’’ [2005] Pg 4540 See, note 25 above41 See , note 25above.42 ‘‘Zuigao remnim fayuan Shenli zhenquan schchang yin xujia cheshu yinfade minshi peichang anjian de ruogan guiding ‘’ (Several provisions on civil compensation cases arising from misrepresentation in the securities markert’’) 26 December 2002, available at http://xinhuanet.org Accessed last at 03/05/201643 See, note 13 above

pg. 7

provisions even give the features of misrepresentation as fraudulent records, misleading

statements, material omissions and improper disclosure. The provisions deal only with

mispresntation made by public companies and not by share price manipulation or insider

trading. Now the major drawback of these provisions is that they require the Ministry of

Finance, the Chinese securities resources council or other admisntrative agencies to firstly

determine an administrative penalty declaring that directors, officers or other corporate actors

have misbehaved44. Once this decision has been issued by the appropriate administrative

agency, the courts are then empowered to take the civil case. As a result of this, obtaining a

civil remedy is so cumbersome that private enforcement may be all but impossible. Since all

these statutory provisions are not enforceable under the Chinese system, however under the

UK corporate governance system the code does not expressly define the directors duty’s to

inform, but it mandates an open relationship and constructive dialogue between directors and

shareholders unlike in China45. Particularly section E of the UK code states that: ‘‘there

should be a dialogue between shareholders based on the mutual understanding of

objectives’’. The board as a whole has the responsibility for ensuring that a satisfactory

dialogue with shareholders is in effect. The important principle at the heart of the UK code is

that the board must always take the responsibility for dialoguing with shareholders rather than

vice versa. This system comes in contrast with the system that the USA practice, which

hinders communication from boards to shareholders and encourages shareholders to initiate

dialogue through adversarial forms of engagement.46

The third challenge, with the Chinese corporate governance is the issue of concentrated

ownership. It is important to consider the general notion that, ownership structure is an

important component of corporate governance.47 This relationship between ownership

structure and economic performance has been an issue of great interest in strategic

management interest in strategic literature48. Since the time of Berle and Means, it has been

argued that ownership structure related positively to firm profitability49. Many other scholars

have provided supporting evidences to the agency expectations that separation between

ownership and control provides managerial incentives to diversification because of the

personal benefits that mangers would acquire firm risk reduction50. As a result of this, a

number of shareholders cannot exercise enough power to supervise managerial performance

44 See, note 25 above.45 Cornett, M : ‘‘ Corporate governance and earnings management at Large U.S bank holding companies [ 2009]46 Cornett, M Pg. 41547 Alimehmeti, G et al: ‘Ownership Concentration and effects over firm performance: evidences from Italy [2009]‘48 Jahera, S et al: ‘‘Ownership Concentration and firm value of listed companies’’[1991] Pg.49 Berle, A et al: ‘‘The Mordern Corporation and Private Property’’ [1932] Pg.50 Jensen, M et al:‘‘Theory of the Firm: Managerial Behaviour, Agency Costs and Ownership Structure

pg. 8

which means that, managers exercise more freedom in the use of the company’s resources as

they would in case of a single shareholder or if the firm’s ownership would have been

concentrated51. In comparing this analysis with concentrate ownership in China, the three

largest shareholders accounted for 60 to 80% of total shares in almost half of the firms. The

largest shareholders in PRC listed companies(People’s Republic of China) accounts for less

than 50% of all shares but controls more than 50% of board seats52. Directly or indirectly the

state selects almost 70% of board of directors of all PRC listed companies. Other jurisdictions

like that of the UK may recognize a duty of fair dealing by majority shareholders in relation

to minority shareholders. However in China, the most recent reform, fiduciary duties of

controlling shareholders have not been clearly stated in relevant law, and their liabilities for

losses incurred by minority shareholders are not obvious. Even Recent PRC regulations may

introduce this principle implicitly, but without stipulating these liabilities, or the procedures

for invoking them, nevertheless there still remains documented abuses by controlling

shareholder’s taking out soft loans from listed companies on a long term basis; and then

selling out at unfair prices, usually without an appraisal by an independent evaluator53.

From these analysis of concentrated ownership in China, it can be seen here that corporate

governance mechanisms vary across institutional environments. These can be separated into

two main systems: large shareholder control systems, such as those in Germany, France and

Spain and market control systems, such as those in the USA54. The first system can be termed

as the Continental European system and the second the Anglo Saxon system. The large

shareholder control or what can be called the Continental European system has same

similarities to that of China, which means that ownership is concentrated in banks, companies

and families are shareholders, secondly the control is assumed to also be in the hands of large

shareholders and the board of directors is further controlled by internal directors or external

directors and further linked to large shareholders, also capital markets are relatively illiquid

and have limited control liability, there is also the existence of implicit contracting and close

personal trust relationships among managers, long term lender-borrower relationships and

bank ownership of equity are maintained, there are no active market for corporate control,

that is banks play a major role in corporate governance through equity stakes, proxies given to

them by small investors and bankers, position on the board of forms55. Now the market

control or the Anglo-Saxon system which the UK is characterised by has the following

51 Shleifer A et al:‘‘A Survey of Corporate Governance’’ [1997] Pg 74052 See, note 25 above53 See, note 13 above54 Koke, J: ‘‘ The market for corporate control in Germany: Causes and consequences of changes in ultimate share ownership’’ [2000] Pg 2255 Onetti, A: ‘‘ Ownership and Control in Germany: Do Cross-Shareholding reflects Bank Control on large companies? [2009]

pg. 9

features. Firstly ownership is diffused except for institutional investors in the UK, secondly

the control is vested in the board of directors, with external director’s i.e. independent

directors according to the Higgs report 2003 playing an important role. Thirdly, capital

markets are very liquid and there is developed market for corporate control and takeover

market and there is also more of defence of the ownership rights of shareholders over the

rights of debt-holders than in the Continental European model above; that is legal protection

acts as a substitute for ownership structure56. However it is important to note that neither

system has reached perfection. In the market control system, the reduction in the operation of

the market for corporate control gave rise to activism by large institutional investors. In the

large-shareholder control system, abuses by managers and large shareholders led to the

establishment of codes of good corporate governance. Howbeit neither system has reached the

stage of perfection in their system of governance, it can be contended to say that in relation to

the large-shareholder control system similar to the Chinese system, there is a need for more

market control and less use of codes of good corporate governance to achieve the ultimate

objective of the maximisation of the firms value57. The continental European model in the

past was justified as it changed in its historical institutional framework, where it was very

useful to deal with the hazards associated with information, asymmetries, investment in

specialised assets and long-term investments and the agency problems of large organizations.

However, the desirability of corporate takeover activity and better operating efficiency in

contrast with the long term strategies creates the need to revise the benefits of this system.

Although in theory large shareholders have the incentives to exercise supervision, there is

actually proof of a lack of control of banks as large shareholders and the firm value58.

In conclusion, this essay has given a critical analysis of the relevance and drawbacks of the

comply or explain system. It also examined the Chinese system of governance compared with

that of the Uk, in a bid to discover how the latter’s system can provide better outcomes for the

former. From this analysis, it is important to note that the formalisation of corporate

governance regulation has been considered a necessary initiative to respond to high –profile

corporate collapses which were suspected as being attributable to less-than-describable

corporate governance practices. Those collapses resulted in significant reforms in the

financial markets and in the corporation’s law over a short period of time. 59 But going

forward, it is important to note that the best corporate governance principles and best practice

recommendations in today’s world are not going to stop human error or corporate collapse or 56 La Porta, R et al: ‘‘ Corporate Ownership Around the World’’ [1999] Pg 47357 Useem, M: ‘‘ Shareholder Power and Corporate Reorganization [1993] Pg 36758 Hopner, M et al: ‘‘An Emerging Market for Corporate Control? The Mannesman Takeover and German Corporate Governance [ 2001] Pg 23-2459 Grantham R: ‘’ Corporate Governance Codes in Australia and New Zealand: Propriety and Prosperity [2004] Pg. 268

pg. 10

just a change in the environment60. Some studies have discovered little evidence between

comprehensive corporate governance and performance. All corporate governance guidelines

and standards, whether it be mandatory or voluntary have their strengths and weaknesses and

on one regime is optimal. The relevance between those systems is their greatest collective

attribute for it affords companies a degree of flexibility, while the core standards are relatively

prescriptive, thus comforting the stakeholder. At the end of all these, a company should be

assessed on its performance and not the road it has taken to get to its destination. The

Corporate governance principles cannot be an end to itself. Much still remains to be done by

way of corporate governance reform.

BIBLIOGRAPHY:

LIST OF BOOKS;

60 See Armstrong , note 22.

pg. 11

Calder, A ‘Corporate Governance: A practical guide to the legal Frameworks and

International Codes of Practice’. ( Kogan Page, 2008)

LIST OF JOURNAL ARTICLES:

Alimehmeti, G et al: ‘Ownership Concentration and effects over firm performance:

evidences from Italy [2009]‘

Anand , I : ‘‘Voluntary vs Mandatory Corporate Governance: Towards an optimal

Regulatory Framework

Arcot, S et al : ‘‘ Corporate Governance in the UK :Is the Comply or Explain

Approach Working? [2005] Pg1

Armstrong, A : ‘‘Corporate Governance standards: intangible and tangible value’’

[2004]

Berle, A et al: ‘‘The Modern Corporation and Private Property’’ [1932] Pg.

Clarke, D : ‘‘ Corporate governance in China : An International Overview’’ [2003]

Cornett, M : ‘‘ Corporate governance and earnings management at Large U.S bank

holding companies [ 2009]

Feinerman, J: ‘‘New Hope for Corporate Governance in China? [2007] Pg 4

Grantham R: ‘’ Corporate Governance Codes in Australia and New Zealand:

Propriety and Prosperity [2004] Pg 268

Hopner, M et al: ‘‘An Emerging Market for Corporate Control? The Mannesmann

Takeover and German Corporate Governance [ 2001] Pg 23-24

Jahera, S et al: ‘‘Ownership Concentration and firm value of listed

companies’’[1991] Pg.

Jensen, M et al:‘‘Theory of the Firm: Managerial Behaviour, Agency Costs and

Ownership Structure

Koke, J: ‘‘ The market for corporate control in Germany: Causes and consequences

of changes in ultimate share ownership’’ [2000] Pg 22

La Porta, R et al: ‘‘ Corporate Ownership Around the World’’ [1999] Pg. 473

La Porte, De-Salanes et al: ‘‘Investor protection and corporate governance’’ [2000]

Pg.

Moore, M: ‘‘The end of comply or explain in the Uk corporate governance? [2009]

Pg .86

Onetti, A: ‘‘Ownership and Control in Germany: Do Cross-Shareholding reflects

Bank Control on large companies? [2009]

pg. 12

Shleifer A et al: ‘‘A Survey of Corporate Governance’’ [1997] Pg. 740

Useem, M: ‘‘Shareholder Power and Corporate Reorganization [1993] Pg. 367

Xui, B: ‘‘Securities Legislation protects incestors’’ [2005] Pg .45

Zadkovich J: ‘‘Mandatory requirements, Voluntary rules and please explain’’

[ 2007] Pg 25

LIST OF WEBSITES:

http://xinhuanet.org Accessed last at 03/05/2016

www.frc.org.uk/corporate/combinecode.cfm . Accessed last at Accessed last at

02/05/2015

https://www.iod.com/MainWebSite/Resources/Document/roleofnxds_1006.pdf

Accessed last at 02/05/2016

https://www.frc.org.uk Accessed 02/05/2016

pg. 13