1. No category

Corporate Governance comparison:
Germany, Sweden and the USA
Tommy Olsson
Benjamin Wenzel
Max Riemschneider
January 13th 2014
Agenda
1.
2.
3.
4.
5.
6.
7.
8.
Introduction
Corporate governance in Germany
Illustrative example: Generali AG
Corporate governance in Sweden
Scandinavian corporate governance scandals
Corporate governance in the USA
Illustrative example: Motorola Solutions Inc.
Conclusion
2
Introduction
 Comparison of Germany, Sweden and the USA in the following areas:
–
–
–
–
Board system
Corporate ownership
Takeovers
Major legislation
Corporate Governance in Germany
Corporate Governance Definition
 The system of rules, practices and processes by which a company is directed
and controlled. Corporate governance essentially involves balancing the
interests of the many stakeholders in a company - these include its
shareholders, management, customers, suppliers, financiers, government and
the community.
Source: Investopedia (2013)
Framework in Germany







Rights of Shareholders
Takeovers
Examination board
Supervisory board
Laws
Regulatory Institutions
Codex
Rights of Shareholders
 Participation in annual general meeting
 Decisions regarding supervisory board members, choosing of the auditors and
use of the annual profit
 Stockholders > 5% can set up topics during the general meeting
Source: Deloitte – Corporate Governance Deutschland (2013)
Takeovers
 Board has no right to avert a takeover
 Exceptions:
 Search for a « white knight »
 Measures to prevent a takeover granted by general meeting
 Stocklisted companies have to disclose takeover obstacles in annual report
Source: Deloitte – Corporate Governance Deutschland (2013)
Examination board
 9th May 2009 - Bilanzrechtsmodernisierungsgesetz – BilMoG
 Capital market oriented companies need at least one independant supervisory
or examination board member with knowledge in auditing
Source: Deloitte – Corporate Governance Deutschland (2013)
Supervisory board
 BilMoG: concrete tasks for supervisory board:
Surveillance of the intern control system, risk management and the annual
auditing
 >500 employees proportional election by stockholders and employees
 Supervisory board decides board members
Source: Deloitte – Corporate Governance Deutschland (2013)
Laws
 „Gesetz über die Mitbestimmung der Arbeitnehmer(Mitbestimmungsgesetz MitbestG)“
 „Gesetz über die Drittelbeteiligung der Arbeitnehmer im
Aufsichtsrat(Drittelbeteiligungsgesetz - DrittelbG)“
 „Gesetz zur Modernisierung des Bilanzrechts
(Bilanzrechtsmodernisierungsgesetz –BilMoG)“
Source: Gesetze im Internet – Bundesrecht (2013)
Regulatory institutions
 German Reporting Standards Committee e.V. (DRSC)
 German federal financial supervisory agency (BaFin)
 Test Center for accounting (DPR)
Deutsche Corporate Governance Kodex
 system of rules created by the Federal Republic of Germany that contains
recommendations and ideas for good conduct, control and management of a
company, especially for companies that are listed-on the stock exchange.
Source: Corporate Governance Code (2013)
Deutsche Corporate Governance Kodex
 Adresses all main critical points of German corporate governance such as




Insufficient consideration of stockholder interests
The dual corporate structure of board and supervisory board
Missing transparence of German companies
Insufficient independance of German supervisory boards
 Codex is only recommendation about best practice, no law, not legally binding
Source: Corporate Governance Code (2013)
History
 Kontrolle – und Transparenzgesetz – first law in Germany regarding Corporate
Governance, in 1998
– e.g. accountability of supervisory board, board and auditors was extended
– publishing the risk structure of a company in the annual report
 2001 creation of government commission “Deutscher Corporate Governance
Kodex”
 financed by the economie, independent from the government
 free in the decision what should be included in the Codex
 members are not politicians
 “Corporate Governance Kodex” in 2002 and handed it over to the government
Source: Corporate Governance Code (2013)
History
 Every year, the commission meets at least once and discusses possible
changes of the Codex
– e.g. in 2009 more attention to diversity in board, hence more women
 limitation of variable salary part of a board manager should have an upper limit
– recommendation
 application in the economy:
Source: Corporate Governance Code (2013)
Examples
 Siemens
 “Declaration of Conformity by the managing board and the supervisory board of
Siemens Aktiengesellschaft with the German Corporate Governance Code”
 Telekom
 More women in higher positions
(at least 30% of management positions)
Source: Siemens (2013), Telekom (2013)
Generali AG
 Generali Deutschland:
 Deutsche Corporate Governance Kodex
 Every stocklisted company– yearly compliance statement
Generali AG
 « Since the publication of last year compliance statement according to §161
AktG , the Generali Deutschland Holding AG has agreed to the recommendations
of the Deutscher Corporate Governance Kodex with exceptions. »
Source: Generali Deutschland (2013)
Generali – Examples for exceptions
 « An individual presentation of the remuneration of the supervisory board
members as well as their possible other business relationships will not be
carried out. »
 Structure of remuneration of supervisory board is shown in annual report
 Showing amount  no valuable additional information
Source: Generali Deutschland (2013)
Generali – examples for exeption
 « Retrospective changes of the objectives are not excluded »
 Possible major changes
 Reconsideration of objectives may be useful
 « Objectives regarding the composition of the supervisory board will not be
determined »
 Best knowledge and competence shall be criteria, not social or cultural
influence
Source: Generali Deutschland (2013)
Generali - remuneration
 Remuneration is aimed at sustainable success
 Long-term stability of the company is the objective
 No incentives to enter high risk positions through variable remuneration parts
Source: Generali Deutschland (2013)
Generali - remuneration
 Salary board: 40%-50% variable
 Year bonus plus long-term bonus
 objective: Succes of the group (85%), individual objectives (15%)
Source: Generali Deutschland (2013)
Generali - Compliance
 Ethics – codex – correctness, honesty, impartiality, professionalism
 Behavioral codex – duties for employees:
confidentiality, appraisal interview
 Trainings for better implementation
 Compliance-Officer – contact for compliance questions
 Lawyers as ombudsmen– suspicion of compliance irregularities
Source: Generali Deutschland (2013)
Alternatives




Additional to Deutscher Corporate Governance Kodex (DCGK):
Public Corporate Governance Codex of the Federal State
Governance Codex for family companies
Corporate Governance Codex for Asset Management-companies
Source: Bundesfinanzministerium (2013), Kodex für Familienunternehmen (2013)
Research institutions
 Berlin Center of Corporate Governance (BCCG)
 Center for Corporate Governance - HHL Leipzig
Source: Berlin Center of Corporate Governance(2013), Center for Corporate Governance Leipzig (2013)
Summary








Corporate governance in Germany
Dual system
Participation and election – supervisory board
No election of board
DCGK – « comply or explain »
Mulitple laws and institutions
Growing importance
Application of codex
Corporate Governance in Sweden
Stylized governance characteristics of the Nordic countries
Denmark
Norway
Sweden
Finland
Ownership concentration
High
Medium
Medium
Low
Typical Owner
Families
Foundations
Coops
Governments
Foreign
Business
groups
Institutions
Foreign
Board system
Hybrid System
(Two Tiers)
Hybrid System
(Two Tiers)
Hybrid System
(Two Tiers)
One Tier
Mangers on the board
No
Yes
Yes
Yes
Employee representation
30%
30%
25%
0%
Gender Quota
None
40%
None
None
Average CEO pay ($)
800,000
500, 000
1, 500, 000
500, 000
Performance based
20 %
30 %
50 %
20 %
Listed firms (2008)
216
209
341
126
Source: Thompson & Conyon (2013)
1990’s – The establishment of Swedish Corporate Governance
 The Swedish Shareholders Association published the first Swedish ownership
policy in March 1993.
– Set of guidelines for the ownership role within listed companies.
– Most significant Swedish institutional investors followed and issued similar guidelines.
– First Practical implication in the Volvo Renault deal in 1993.
 Several new compositions of rules, guidelines and recommendations for Corporate Governance
followed, from example:
– The Swedish Industry and Commerce Stock Exchange Committee
– The Swedish Securities Council
– The Stockholm Stock Exchange
– The Swedish Academy of Directors (Good Board Practice, 2003)
– The Swedish Company Act (2005)
Source: Corporate governance board (2013)
30
The Swedish System of Governance
 The four governance bodies
1. The Shareholders' Meeting
2. The Board of Directors
3. The Chief Executive Officer
 The Controlling Body:
4. The Auditor, appointed by the
Shareholders' Meeting.
Source: Corporate governance board (2013)
31
The Rights of Shareholders 1/2
 Each shareholder has the right to
participate in the annual general
meeting (AGM)
– Any shareholder can add topics to agenda
– Shares with or without voting rights
– Majority voting system
– Proxy right
Source: Corporate governance board (2013)
32
The Rights of Shareholders 2/2
 Responsibilities:
– Elect members of board,
– Elect auditors.
– Set fees also at the AGM.
 Extraordinary general meeting
– Requested by a shareholder minority of at least 10%
Source: Corporate governance board (2013)
33
Nomination Committee
 Elected by the annual general meeting
(AGM)
 Important link in looking after
shareholders interests at AGM.
Responsibilities:
 Propose candidates for the following
positions:
–
–
–
–
Nomination
Committee
The chairman of the board
Board of directors
Auditors.
Suggests fees and remunerations for
each position
Source:
Corporate governance board (2013)
Deloitte (2013)
34
Examination board 1/2
Under Aktiebolagslagen
 The examination board must be made up
by directors from the Board of
Directors.
– Must at least consist of two members from
the board, who may not be employees. Eg.
CEO
– Requirement to have at least one
independent and unattached member with
experience in accounting or auditing
Source:
Corporate governance board (2013)
Deloitte (2013)
35
Examination board 2/2
 Major areas of responsibilities:
– Monitoring financial reporting
– Monitor the internal audit controls
– Review and monitor the auditor
Source:
Corporate governance board (2013)
Deloitte (2013)
36
Board of Directors 1/2
 Swedish corporate government system:
– Third alternative to the unitary and dual system
– Mandatory employee representation (at more
than 35 employees)
– Non executive members
 Main Responsibilities:
–
–
–
–
–
Elect the CEO
Supervise the CEO’s day-to-day work
Supervise entire management day-to-day work
Strategic decisions
Carries the ultimate responsibility
Source:
Corporate governance board (2013)
Deloitte (2013)
37
Board of Directors 2/2
 Consequences of Swedish system
– More power than traditional supervisory board
– Balanced by the absence of executive power as in
unitary boards
Source:
Corporate governance board (2013)
Deloitte (2013)
38
CEO – Chief Operating Officer
 Subordinated the Board and AGM
 Responsibilities:
– Elects executive management
– Reports to the board
– Runs the day-to-day activities
 Restrictions:
– May be member of the Board, but not as
chair
– Receives relatively low and fixed pay
Source:
Corporate governance board (2013)
Davies, Hopt, Nowak, van Soling (2013)
Deloitte (2013)
39
Laws and guidelines 1/2
 Swedish corporate governance rests upon the two following legislations:
– The Swedish Companies Act
(Sw: Aktiebolagslagen (ABL)January 2006 )
 Involves basic rules of the company's organization
– Eg. Defining the governing bodies, their tasks and the responsibility of each position
– The Swedish Corporate Governance Code (“The Code” 2010)
 Serves as a complements to the law with rules
 More demanding
 “Comply or explain”
 Additional guidelines:
– “Guidelines for Good Board Practice” (January 2003)
Source:
Corporate governance board (2013)
Davies, Hopt, Nowak, van Soling (2013)
Deloitte (2013)
40
Regulators
 Financial Supervisory Authority (Finansinspektionen)
 The Swedish Securities Council (Aktiemarknadsnämnden)
Source:
Aktienamnden (2013)
Finansinspektionen (2013)
41
Take-over rules
 The Swedish Code must follow the standards set up by EC Takeover Directive (2004/25/EG)
 Focus of legal rules:
– Protection of minority owners
– Healthy restructuring processes.
 Responsibility of Board:
– No right to avert takeover unless decision from the Annual General Meeting.
 Rules of defense mechanism:
– “May not take measures which are intended to impair the conditions for making or implementing the takeover bid.”
– Approval from AGM, allows to implement strategy to avert a takeover as long as it do not break the first rule.
– May search for “White Knight”
Source:
Bolagsstyrning (2013)
Corporate governance board (2013)
Davies, Hopt, Nowak, van Soling (2013)
42
Volvo – Renault Deal 1/2
 Volvo Chairman Per Gyllenhammar and Renault
General Director Louis Schweitzer worked out deal
to merge Volvo and Renault
– Planned for three years, however without the involvement
of managers nor shareholders.
– No benefits were proven for the shareholders in Volvo,
– Leaks stated that profit was suffering from the proposed
merger.
Source:
Corporate governance board (2013)
Businessweek (1993)
43
Volvo – Renault Deal 2/2
 Shareholder reaction:
–
–
–
–
Feared merger would depress Volvo shares
Golden Share entitlement of French Government
No guarantees of Renaults privatization
Midlevel-managers disapproved and leaked unbalance in technology sharing
 Result:
– Volvo CEO Sören Gyll and other top-managers, ”disposed” Per Gyllenhammar as Chairman
through the support of major investors.
– Newly created guidelines in Corporate governance helped shareholders pull the hand break
for the deal.
Source:
Corporate governance board (2013)
Businessweek (1993)
44
Skandia Scandal 2003
 At the time he biggest Nordic Insurance Company
 Fraud of leadership:
– The CEO , L.E. Peterson and board of directors, revealed for
shareholders that they lifted salaries for $ 37 million
– L.E. Peterson however secretly lifted the double amount.
– Acquired luxury apartments for family and friends at the
expense of Scandia.
 Consequences:
– Chairman of Scandia fired for not having monitored the CEO
properly.
– Scandia already hit by financial crisis, suffered crashing
stock prices, and later lowered credit rating.
Source: The Economist (2003)
45
Corporate Governance of Ericsson
Source: Ericsson (2013)
46
Corporate Governance of Ericsson
Overview
 Biggest shareholders:
– Wallenberg group 20%
– Handelsbanken 20%
 Board:
– 12 Members plus Chair





Management:
Trade Unions:
Wallenberg Group:
Handelsbanken:
AGM
1 Spot – CEO
3 Spots
2 spots
2 spots
4 spots (often reserved for foreigners)
– Members receives a fixed fee
– 4 Women on board
Source:
Ericsson (2013)
Ericsson History (2011)
Norden (2009)
47
Ericsson Remuneration
 Remuneration at Ericsson is based on the principles of
– Performance
– Competitiveness
– Fairness
 For senior management the total remuneration consists of:
–
–
–
–
–
Source:
Ericsson (2013)
Fixed salary
Short-term variable remuneration
Long-term variable remuneration
Pension
Other benefits
48
Corporate Governance in the USA
Corporate governance in the USA
1.
The board of directors - Introduction
– Primary mechanism of control in US firms
 Ensures firm follows the shareholders best interests
– Elected by the shareholders
– Variable size (average of about 10)
– CEO almost always part of the board
Source: Thomsen, Conyon (2012)
50
Corporate governance in the USA
1.
The board of directors - Roles
–
–
–
–
Hire, fire and compensate CEO
Recruitment of future board members
Evaluation of management
Ensures company operates lawfully
Source: Thomsen, Conyon (2012)
51
Corporate governance in the USA
1.
The board of directors - Structure
– Executive and non-executive directors
 Executive directors (≈ 20%):
– Decision making regarding company strategy
– Plans for implementing strategies
– Typically CEO and CFO
 Non-executive directors (≈ 80%):
– Chief focus on shareholder interest
– Ratify large financial decisions
– Typically also work in management of other entities
 Meant to create checks and balances
– CEO cannot set own salary
Source: Thomsen, Conyon (2012)
52
Corporate governance in the USA
1.
The board of directors - Structure
– Committees
 Mostly made up of non-executive directors
 Examples: Audit, compensation, governance, etc.
– Chairperson
 Duality
 Good or bad?
– Quicker decision making
– Conflict of interest
Source: Thomsen, Conyon (2012)
53
Corporate governance in the USA
2. Corporate Ownership
– Many small owners
 All owners above 5% must be reported
 Number of shares held by board of
directors is reported
 Leads to agency theory problems
– Weak owners and strong managers
– Low level of motivation for shareholders
to act
Source: Thomsen, Conyon (2012)
54
Corporate governance in the USA
2. Corporate Ownership
– Who owns US publicly trade firms?
 Historically individuals and households
 Role of institutional investors
– 1950 – 6.1% of equity
– 2009 – 50% of equity
 Example: GE
– As of 2009: 10,672,871,990 shares
– Largest shareholder: BlackRock Inc.
 573,904,247 (5.4%)
Source: GE, Thomsen, Conyon (2012)
55
Corporate governance in the USA
3. Executive compensation
– High overall level of pay
 Typically 50% or more based on stock options
 350x more than average worker in 2012
 SEC considering adding CEO-average worker ratio in annual reports
– Largely incentive based compensation as
means of motivation
 CEO’s in theory increasingly acting in shareholder interests
– Exponential growth since the 80’s…reasons for increase?
 Increased board influence
 Executive labor market
Source: Forbes (2013), AFL CIO (2014), Thomsen, Conyon (2012)
56
Corporate governance in the USA
3. Executive compensation
–
–
–
–
Forbes – Two Decades of CEO Compensation
1989 – 2,5 Mill USD
2007 – 17 Mill USD
2012 – 10,5 Mill USD
Source: Forbes (2013)
57
Corporate governance in the USA
3. Executive compensation
– Example:
 Highest paid CEO of 2012 – John Hammergren
 Total compensation of $131,019,000
Million $USD
Source: Forbes (2013)
Base Salary
1.66
Bonus
4.65
Other
12.76
Stock Gains
112.12
Total
131.19
58
Corporate governance in the USA
4. Takeovers
– Fairly common in the US
– Most firms utilize takeover deterrents
 Example: poison pill, golden parachute
– Recent takeover examples:
 Motorola Mobility taken over by Google
– 12.5 Billion $USD
 Attempted Netflix takeover
– Poison pill deterrent prevented
takeover
Source: Time (2012), CNN Money (2012), Thomsen, Conyon (2012)
59
Corporate governance in the USA
5. Legal aspects of corporate governance
– The US Securities and Exchange Commission (SEC)
 Created in 1934
 Responsible for regulating publicly trade firms
 Steep fines for banks following crisis
– Example: Insider trading
 Operation Perfect Hedge
– Hedge fund managers and a Dell employee
– Inside contact fed information to the hedge funds
– Multi-million dollar fines and/or prison sentences
Source: Reuters (2012), Thomsen, Conyon (2012)
60
Corporate governance in the USA
5. Legal aspects of corporate governance
– The Sarbanes-Oxley Act, 2002
 Law for publicly traded companies
 Increased transparency and compliance
 CEO and CFO certify financial reports
– The Dodd-Frank Act, 2010




Reaction to financial crisis
Promotes financial stability, consumer welfare
Increased transparency
Examples of major changes:
– Establishment of risk committees for non-financial companies
– Additional disclosures regarding organizational structures
– Shareholders vote on executive pay (at least every three years)
Source: Thomsen, Conyon (2012)
61
Illustrative example:
Motorola Solutions Inc.
 Board Governance Guidelines
– Sets guidelines for all things related to
the board and corporate governance including:





Number of members: Less than 16
Share of managers: 66% non-executive members
Number of meetings: 6 board meetings per year
Number of committees and how they are elected
Stocks of Members: need to own at least 5x their board salary in shares at all times while
members
Source: Motorola Solutions Inc. (2013)
62
Illustrative example:
Motorola Solutions Inc.
 Committee Structure
– 4 committees:




Audit
Governance
Compensation
Executive
Source: Motorola Solutions Inc. (2013)
63
Conclusion
Conclusion
Germany
Sweden
USA
Ownership concentration
High
Medium
Low
Typical Owner
Business groups
Board system
Institutional Investors,
Banks
Dualistic
Individuals,
Institutional investors
Single
Managers on the board
Yes
Yes
Yes
Employee representation
Up to 50%
25%
Up to 33%
Average CEO pay ($)
6 000 000
1,500,000
10,500,000
Performance based
50%
50 %
66%
Source: Forbes (2012), Thomsen, Conyon (2012)
Hybrid System (Two
Tiers)
Fragen?
Frågor?
Questions?
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