Board U.S.: boards oversight function separated from management managerial function. Board U.K.: board,on the contrary, Is responsible for the preparation of financial statements and internal controls. CEO: assumes can assume position as a chairman of the board CEO: cannot assume the position as a chairman of the board Approach : less flexible approach Approach: more principle based, which requires companies to “comply or explain why not.”

MNC usually have parent-subsidiary structure. The parent-subsidiary corporate governance structure is shaped by both the host and home countries’ legal, political, cultural, and regulatory systems; the business practices and historical patterns of countries; the global capital, labor, and managerial markets; global institutional investors; and the boards of directors. When the subsidiary is wholly owned by the parent company and is managed automatically (independently) by a management who has little if any ownership interest in the MNC or the subsidiary, then the effectiveness of parent-subsidiary corporate governance becomes more crucial in monitoring and controlling managerial actions of the subsidiary.