3
II. The different systems of corporate governance
In this section we survey the observed patterns of corporate control that are found in the major OECD
countries in order to arrive at a general characterisation of the different categories of governance
regimes and trace their evolution through time. While it will be argued below that the systems may be
converging today, it is clear that if one goes back a few decades, patterns of corporate governance
differed drastically among OECD countries. The ways in which large, widely-held limited liability
companies are governed reflect a wide variety of ownership structures in equity markets, of patterns
of corporate finance, and of company laws and securities regulations. One traditional way of
describing governance regimes has been to distinguish between “insider” and “outsider” systems.
4
4
See OECD (1996).
4
Table 1. Distribution of outstanding listed corporate equity among different categories of shareholders
in selected OECD countries
per cent at year-end-1996
United
States
Japan
Germany
France
United
Kingdom 2
Sweden
Australia
3
Financial sector
46
42
30
30
68
30
37
Banks
6
15
10
7
1
1
3
Insurance companies
and pension funds
28
12
12
9
50
14
25
Investment funds
12
..
8
11
8
15
..
Other financial
institutions
1
15
1
-
3
9
-
9
Non-financial enterprises
-
27
42
19
1
11
11
Public authorities
-
1
4
2
1
8
-
Households
49
20
15
23
21
19
20
Rest of the world
5
11
9
25
9
32
32
TOTAL
100
100
100
100
100
100
100
1.
For Japan, pension and investment funds are included in Other financial institutions.
2.
United Kingdom figures are for end-1994.
3.
Australian figures are for end-September 1996. Investment funds are included in Other financial
institutions.
Source: OECD Financial Accounts, The Conference Board
International Patterns of Institutional Investment
(New York 1997), Banque de France, G.P. Stapleton
Ownership of the Australian Share Market and
Implications for Securities Regulation (forthcoming), and OECD Secretariat estimates.
5
The outsider model
The classic “outsider" systems are found in the United States and the United Kingdom. The
distinguishing features of the outsider model are 1) dispersed equity ownership with large institutional
holdings; 2) the recognised primacy of shareholder interests in the company law; 3) a strong emphasis
on the protection of minority investors in securities law and regulation; and 4) relatively strong
requirements for disclosure. In these countries, equity is typically owned by widely dispersed groups
of individual and institutional investors. Although these countries have long traditions of equity
ownership by individuals, a phenomenon of institutionalisation of wealth is occurring in which an
increasing share of national income is managed by institutional investors (i.e. mutual funds, pension
funds and insurance companies) (See Table 2). Institutional investors are emerging as the largest
owners of equity in the United States and already are the dominant owners of industry in the United
Kingdom (see Table 1). Institutional investors tend to operate on the principle of portfolio
diversification. They have one basic objective, which is to maximise the return to their investors in
keeping with their mandates and in doing so employ the most modern techniques in pursuing their
investment strategies. Typically, they have no interest in running the company and have no other
relation to the company except for their financial investment.
6
26
Table 2. FINANCIAL ASSETS OF INSTITUTIONAL
INVESTORS
AS A PERCENTAGE OF GDP
1990
1991
1992
1993
1994
1995
1996
1997
p
Australia
49.3
58.3
60.2
74.5
73.2
75.3
83.8
83.9
Austria (1)
24.3
25.9
24.3
27.8
31.8
35.5
39.4
..
Belgium
44.4
48.9
47.0
56.3
59.4
59.1
63.0
..
Canada
58.1
63.8
66.3
76.0
79.8
85.8
94.6
102.0
Czech Republic (2)
..
..
..
23.0
18.2
..
..
..
Denmark
55.6
59.4
53.7
61.2
65.1
64.1
67.1
..
Finland
33.2
37.1
35.8
44.2
55.5
49.6
57.0
..
France
54.8
62.4
60.5
72.5
75.6
75.9
83.1
90.6
Germany
36.5
38.2
33.7
38.1
44.1
46.3
49.9
57.5
Greece (3)
6.5
8.8
8.5
14.3
18.8
23.4
28.5
..
Hungary
..
2.5
2.5
3.1
3.7
4.0
5.7
..
Iceland
45.7
49.9
49.9
57.8
68.8
71.1
78.7
85.3
Italy
13.4
22.4
18.5
26.3
32.1
33.2
39.9
53.2
Japan
81.7
79.4
78.1
81.3
84.8
76.9
77.6
75.3
Korea
48.0
47.8
52.3
56.7
57.5
57.9
57.3
37.2
Luxembourg (4)
926.8
1237.5
1630.5
2166.5
2170.2
2139.1
2310.4
..
Mexico (5)
8.8
9.4
5.6
7.4
3.5
3.8
4.5
4.7
Netherlands
133.4
143.6
132.8
148.5
157.7
161.0
169.1
183.8
New Zealand
..
..
..
..
..
36.6
38.1
34.3
Norway
36.0
38.0
32.6
39.6
43.2
42.5
43.4
..
Poland (6)
..
..
..
0.5
1.9
1.6
2.0
0.4
Portugal
9.0
14.9
17.3
25.7
31.9
31.9
34.4
31.7
Spain
16.0
22.9
22.8
29.9
36.4
38.1
45.4
56.1
Sweden
85.7
93.8
75.6
102.6
105.4
114.5
120.3
..
Switzerland (7)
119.0
61.1
119.4
69.9
148.6
77.3
152.4
92.7
Turkey
0.6
0.5
0.5
0.9
1.0
0.8
1.3
0.6
United Kingdom
114.5
126.3
115.3
164.1
149.3
164.1
193.1
..
United States
123.8
137.2
141.3
151.6
149.7
167.0
181.1
202.8
Note: There are no data reported for Ireland.
(1) 1990: Excluding pension funds.
(2) 1995-97: Data not available.
(3) 1990: Excluding insurance companies and investment companies.
1991-92: Excluding investment companies.
(4) 1990-94 and 1996: Excluding insurance companies.
(5) Excluding pension funds.
(6) Excluding pension funds. 1990-93 and 1997: Excluding insurance
companies.
(7) 1991,93,95,97: Exluding pension
funds.
Source : OECD (1998b)