1. BUS 430 – Session 2 Cross-cultural Management Session 2: Corporate Governance Systems

2. Agenda 0 Reallocation of teams 0 Critical reflection #1 0 Discussion#1 0 Critical reflection #2 0 Discussion#2 0 Corporate Governance Systems

3. Comparative and International Corporate Governance - Aguilera and Jackson (2010) 0 What is corporate governance? 0 “Corporate governance may be defined broadly as the study of power and influence over decision making within the corporation” 0 How could it be compared? 0 Economic and managerial 0 Cultural and sociological 0 Legal origin 0 Political

4. Economic and managerial 0 Shareholder primacy and agency concerns 0 Role of board of directors 0 Stakeholder based models 0 Role of banks and unions 0 Property rights perspective 0 Role of property rights institutions

5. Cultural and sociological perspective 0 Cultural differences and different governance styles 0 Hofstede’s influence 0 Cultural differences in accounting practices (discolsure) 0 Cultural differences in managerial discretion 0 Cultural differences in financial behavior (leverage etc) 0 Meritocracy vs. network based management 0 Type of employment norms (long term vs. hire and fire)

6. Legal origins perspective 0 Legal origin – i.e., colonial roots 0 Endogeniety of legal systems on political history 0 Investor protection 0 Property rights protection 0 Minority vs. majority interests protection 0 Legal basis of whom the firm should stand for

7. Political perspective 0 Political coalitions 0 Lobbying 0 Coalition formation 0 Campaign contributions 0 Partisan politics 0 Median voter dictates policies 0 Election based policies (Worker based vs corporation based policies)

8. Hostile takeovers and corporate governance - Schneper & Guillén (2004) 0 Market for corporate control 0 Hostile takeovers discipline inefficient managers 0 But hostile takeovers come with a price 0 Compromise stakeholder interests

9. Cross-national differences in stakeholder protection 1) Greater the protection of shareholder rights => greater the occurrence of hostile takeovers 2) Greater the protection of worker rights => lesser the occurrence of hostile takeovers 3) Greater the protection to bank’s rights => lesser the occurrence of hostile takeovers

10. That’s is for today 0 For our next session we will examine: NATIONAL INNOVATION SYSTEMS