Corporate Governance and Control in Europe. Nico Dewaelheyns Faculty of Economics & Business

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1 Corporate Governance and Control in Europe Nico Dewaelheyns Faculty of Economics & Business

2 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 2

3 Why do governance and control matter? Negative consequences for company value are severe: Source: finance.google 3

4 Why do governance and control matter? Source: euroland.com 4

5 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 5

6 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) 6

7 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 7

8 Agency problems: solutions 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) 8

9 Agency problems: solutions 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? 9

10 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... 10

11 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) 11

12 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 12

13 Ownership in the US Limited direct control by founders/founding familiy Ownership transparant and straightforward 13

14 Ownership in the US Source: finance.yahoo.com 14

15 Ownership in the US Source: Brealey, Myers & Marcus (2015) 15

16 Ownership in the US Ownership of mature companies often very dispersed Example: PepsiCo Agency problem: shareholders vs. managers Source: moneycentral.msn.com 16

17 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 17

18 Direct and indirect ownership Direct control A B 50.01% Indirect control with majority of cash flow rights 20% B A 50.01% 60% C Indirect control without majority of cash flow rights A C B 50.01% 50.01% Percentage of company B s cash flow rights held by company A: 50.01% 20% + 60% x 50.01% = 50% 50% x 50% = 25% 18

19 Complex ownership: GBL 19

20 Complex ownership: GBL 20

21 Complex ownership: GBL 21

22 Complex ownership: GBL 22

23 Implications for board composition 23

24 Main agency problems US/UK: shareholders managers Continental Europe: majority shareholders minority shareholders managers 24

25 EU Takeover Bids Directive (2004/25/EG) General principles: improve transition of ownership; protect minority shareholders; improve transparancy; reduce takeover defense mechanisms Source: Baker & McKenzie 25

26 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 26

27 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 27

28 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) 28

29 Ownership: empirical studies Source: La Porta et al. (1999) 29

30 Ownership: empirical studies 30

31 Ownership: empirical studies 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. 31

32 Ownership: empirical studies blockholder: >5% Source: Holderness (2009) 32

33 Ownership across time 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 33

34 Ownership across time Franks et al. (2012): study the ownership of the top 1,000 companies in the UK, France, Germany & Italy ( ) 34

35 Ownership across time 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 35

36 Ownership across time Even the case for listed family firms: 36

37 The impact of concentrated ownership Bennedsen & Nielsen (2010): >4000 quoted Western European companies from 14 countries 37

38 The impact of concentrated ownership Value discount for concentrated ownership: worse for family controlled, disproportional cash flow/control rights, private benefit industries, low regulation countries 38

39 The impact of concentrated ownership No consistently significant links between ownership concentration and profitability, growth, dividend policy or likelihood of bankruptcy 39

40 The future of concentrated ownership? 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 40

41 References Bennedsen, M. & K.M. Nielsen (2010), Incentive and Entrenchment Effects in European Ownership, Journal of Banking and Finance, Vol. 34, No. 9, pp European Commission - Corporate Governance initiatives: 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 Holderness, C.G. (2009), The Myth of Diffuse Ownership in the United States, Review of Financial Studies, Vol. 22, No. 4, pp La Porta, R., F. Lopez-De-Silanes & A. Shleifer (1999), Corporate Ownership around the World, Journal of Finance, Vol. 54, No. 2, pp OECD Corporate Governance Principles: 41