corporate governance and control in europe nico dewaelheyns faculty of economics & business

Corporate Governance and Control in Europe

Nico DewaelheynsFaculty of Economics & Business

Why do governance and control matter?

• Central financial goal of companies: maximize shareholder value, while respecting the rights of other stakeholders (e.g. employees, creditors, clients, suppliers, government, etc.)

• In practice, managers or board members do not always make decisions which are optimal for the value of the company

• Extreme cases: accounting fraud, for instance:‒ WorldCom: 3.8 billion USD of costs were not taken into account‒ Enron: 1.7 billion USD ‘hidden’ losses

→ more regulation (US: Sarbanes-Oxley)‒ Europe: Parmalat, Ahold‒ Asia: Hyundai/Kia, Olympus

Europe Inside Out Corporate Governance and Control in Europe

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Negative consequences for company value are severe:

Source: euroland.com



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Source: euroland.com

Agency problems

• Potential causes of suboptimal behaviour: agency problems

• Day-to-day management of the company is delegated by shareholders (the principals) to managers (the agents)

• Delegation improves the probability of a company’s continuity– shareholders can sell their stake– managers can leave

• Delegation allows for a higher level of professionalism

• However: differences in incentives and information


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Agency problems

• Problems caused by separation of ownership and management

managers may not always have an incentive to maximize the overall value of the company

• Agency costs– excessive luxury spending – obtaining personal influence and power – costs of internal and external auditing (monitoring costs)– risk avoidance in project selection (entrenchment)


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Agency problems: solutions

• Make sure that the incentives of managers and shareholders are well aligned

• Incentive pay:

stock option plans given on top of base pay

large bonus if stock price increases

• Downside: increases short termism and rewards risk seeking behaviour


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• Market disciplining

• corporate results and behaviour are monitored by financial analists, major investors, journalists, etc.

• badly performing managers can be fired (golden/platinum parachutes?)

• badly managed companies may be acquired by outside parties (e.g. Arcelor/Mittal Steel)


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• Corporate governance regulation

• Set of best practice rules and principles on corporate structure and organization (for instance, OECD 2004 list)

• Different regulations in each country, but typically imposed on publicly traded companies and advised for private companies

• Legal enforcement vs. auto-regulation?


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Corporate Governance Principles: Examples

– Board of Directors acts in the best interest of the company

– Directors show integrity and dedication– Transparant procedures for appointing and evaluting

directors– Committees for renumeration and nomination– Role of executive directors is clearly structured– Directors and managers receive fair compensation– The rights of all shareholders and stakeholders are

respected– Full disclosure on all goverance related issues– ...


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Corporate Governance Regulation in the EU

Attempts at harmonization across member states, for instance: • Recommendation on the Role of Nonexecutive/Supervisory Directors

and Supervisory Board Committees (2004)

• Directive on Takeover Bids (2004)

• Recommendation on the Remuneration of Directors (2005)

• Transparency Directive (2005)

• Directive on Company Law, Accounting and Auditing Rules (2007)

• Directive on the Exercise of Shareholders’ Rights (2007)

• Directive on Transparency Requirements for Listed Companies (2013)


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Shareholder concentration & control

• Anglo-Saxon countries: ― stylized fact: dispersed ownership― supervision by financial markets (e.g. institutional investors)

• Drawback of dispersion: free rider problems― individual shareholders have little incentives to use voting rights― lack of control on management if financial markets are not well

organized

• Rest of the world: often highly concentrated ownership

• Asia: Japan (keiretsu), Korea (chaebol)

• Europe: controlling shareholders; complex mechanisms


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Ownership in the US

• Limited direct control by founders/founding familiy

• Ownership transparant and straightforward


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Ownership in the US


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Source: finance.yahoo.com

Ownership in the US


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Ownership in the US• Ownership of mature companies often very dispersed

Example: PepsiCo

• Agency problem: shareholders vs. managers


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Source: moneycentral.msn.com

Ownership in Europe

• High levels of ownership and control by founding families/insiders

• Complex ownership mechanisms: pyramids, holding companies, cross holdings, dual class stock, etc.

• Allows for the control of companies with relatively low use of financial resources

• Dual class stock (↔ one share-one vote; also popular in the US):― Class A shares: high cash flow rights; low voting rights― Class B shares: low cash flow rights; high voting rights


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Direct and indirect ownership


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A

B

50.01%

A

C

50.01%

B

50.01%

A

C50.01%

B

60%20%

Directcontrol

Indirect control with majority of cash flow rights

Indirect control without majority of cash flow rights

Percentage of company B’s cash flow rights held by company A:

50.01% 20% + 60% x 50.01% = 50% 50% x 50% = 25%

Complex ownership: GBL


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Implications for board composition


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Main agency problems

• US/UK: shareholders managers

• Continental Europe:

majority shareholders

minority shareholders managers


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EU Takeover Bids Directive (2004/25/EG)

• General principles: improve transition of ownership; protect minority shareholders; improve transparancy; reduce takeover defense mechanisms


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Source: Baker & McKenzie

EU Takeover Bids Directive (2004/25/EG)

• Opt-out principle has lead to low implementation of key parts of the directive

• Board neutrality rule (Article 9): during the bid period the board of the target company must obtain prior authorization from the general assembly of shareholders before taking any action which might result in the frustration of the bid

implemented by 19 member states (with exceptions in 13)

• Breakthrough rule (Article 11): neutralizes pre-bid defenses during a takeover by making certain restrictions (e.g. share transfer or voting restrictions) inoperable during the takeover period and allows a successful bidder to remove the incumbent board of the target company and modify its articles of association

implemented by 3 member states


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EC Proposal on Shareholder Rights

• Wants to fix shortcomings of existing (2007) Shareholder Rights Directive

• Binding rules for transparancy of institutional investors on their voting behavior

• Shareholder vote on director remuneration

• Transparancy and shareholder vote on related parties’ transactions

• Transparancy for proxy advisors

• Shareholder identification by financial intermediaries

• …

→ increase influence of minority shareholders; reduce agency conflicts


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Ownership: empirical studies

• La Porta et al. (1999): "Corporate Ownership around the World"

• Analysis of the ownership structure of the largest quoted companies in 27 industrialized countries (market value >$500m)

• Split-up into countries with strong shareholder protection/strong anti-director regulation (mostly common law countries) and countries with weak protection/regulation (mostly civil law countries)


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Source: La Porta et al. (1999)



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More recent research (e.g. Holderness, 2009) questions some of La Porta et al.’s conclusions:

• Stylized fact that US companies have more dispersed ownership is partly due to a disproportiate focus on very large companies

• Ownership concentration around the world is linked to company size, age, industry, etc.



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Source: Holderness (2009)

blockholder: >5%

Ownership across time


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Life cycle theory:

• most companies start off small with fully concentrated ownership (founders and their family)

• as companies grow, the need for professional managerial skills and the need for financial resources lowers concentration

• most succesfull companies end up quoted with dispersed ownership



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Franks et al. (2012): study the ownership of the top 1,000 companies in the UK, France, Germany & Italy (1996-2006)



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• Ownership is persistent, but more so in Continental Europe than in the UK

• Extrapolation: a family firm in the UK has more than a 75% chance of remaining a family firm 40 years later, and a 30% chance 150 years later; on the continent chances of forever remaining a family firm are very high



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• Even the case for listed family firms:

The impact of concentrated ownership


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• Bennedsen & Nielsen (2010): >4000 quoted Western European companies from 14 countries



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• Value discount for concentrated ownership: worse for family controlled, disproportional cash flow/control rights, private benefit industries, low regulation countries



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• No consistently significant links between ownership concentration and profitability, growth, dividend policy or likelihood of bankruptcy

The future of concentrated ownership?


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• Ownership is ‘sticky’• Blockholders have very little incentives to reduce their

stakes• Minority shareholders get what they pay for

• Regulatory intervention is not straightforward and can have adverse effects: e.g. the Takeover Directive increased the average blockholder percentage in several EU member states


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• Bennedsen, M. & K.M. Nielsen (2010), Incentive and Entrenchment Effects in European Ownership, Journal of Banking and Finance, Vol. 34, No. 9, pp. 2212-2229.

• European Commission - Corporate Governance initiatives:http://ec.europa.eu/internal_market/company/modern/index_en.htm

• Franks, J. C. Mayer, P. Volpin & H.F. Wagner (2012), The Life Cycle of Familiy Ownership: International Evidence, Review of Financial Studies, Vol. 25, No. 6, pp. 1675-1712.

• Holderness, C.G. (2009), The Myth of Diffuse Ownership in the United States, Review of Financial Studies, Vol. 22, No. 4, pp. 1377-1408.

• La Porta, R., F. Lopez-De-Silanes & A. Shleifer (1999), Corporate Ownership around the World, Journal of Finance, Vol. 54, No. 2, pp. 471-517.

• OECD Corporate Governance Principles:http://www.oecd.org/corporate/oecdprinciplesofcorporategovernance.htm

References

http://ec.europa.eu/internal_market/company/modern/index_en.htm



http://www.oecd.org/corporate/oecdprinciplesofcorporategovernance.htm

corporate governance and control in europe nico dewaelheyns faculty of economics & business

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