Corporate Governance and Division of Power in UK, USA and Europe

This study critically assesses division of power in the area of decision making in the legal system of Anglo-America along with ramifications. Also, the study intends to explore whether shifting of specific powers and authorities in the hands of shareholders can prove to be advantageous for the corporations. The article examines the institutional financiers, their potential to assume a leading role in the running business concerns. The study also addresses certain regulatory reforms that need to be taken into consideration in particularly the UK, USA. The role of various shareholders as stewards of the corporation can be considered to be an important component of effectual corporate governance.

Running head: ACCOUNTING THEORY
Accounting Theory
University Name
Student Name
Authors’ Note

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Table of Contents
Introduction and purpose............................................................................................................2
Corporate Governance and firm’s board of directors................................................................3
Analysis of the rights of the shareholders and supremacy of the directors................................4
Benefits of shifting power..........................................................................................................4
Regulatory Responses to effective corporate governance.........................................................6
Conclusion..................................................................................................................................7
References..................................................................................................................................9

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Selected Article for study: Corporate Governance e-journal: The existing division of
corporate decision making power in the UK, USA and Europe: A comparative perspective
penned by Shida Galletti
Introduction and purpose
The selected article under consideration takes into account different function and purposes of
shareholders, specifically institutional financiers in the area of corporate governance. This
study critically assesses division of power in the area of decision making in the legal system
of Anglo-America along with ramifications. Also, the study intends to explore whether
shifting of specific powers and authorities in the hands of shareholders can prove to be
advantageous for the corporations. In addition to this, the study at hand also intends to
examine the institutional financiers, their potential to assume a leading role in the running
business concerns. Moving further, the current research has the aim to address certain
regulatory reforms that need to be taken into consideration in particularly the UK, USA even
though it is believed that regulation is mainly prompted by the zeal to act to act in response to
a crisis rather than by the real need to re consider the current power allocation.
Corporate governance can be regarded as the arrangement of rules, exercises and procedures
by which a corporation is directed as well as controlled. Breitbarth et al. (2015) suggests that
corporate governance essentially entails balancing overall interests of a firm’s stakeholders,
namely shareholders, firm’s management, target customers as well as suppliers, investors,
government along with the entire community. Therefore, it is important to understand
actions, powers, authorities and primacy of the ones involved in the process of attainment of
good corporate governance. As corporate governance also delivers the framework for
attainment of objectives if the firm, it orients nearly every sphere of administration,
beginning from action plans, different internal controls to measurement of performance along

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with corporate disclosures. Essentially, the shareholder primacy premise is a leading principle
in corporate regulation that directs decision-makers of the corporation to concentrate on the
shareholders’ interests (Chang et al. 2015). However, validity of the notion can be examined
and analysed herein in context of UK as well as USA.
Corporate Governance and firm’s board of directors
The board of directors can be considered to be the primary stakeholder who directly
influences corporate governance. Essentially, directors get elected by various shareholders or
else get appointed by different members of the board (Chen et al. 2017). Essentially, directors
reflect shareholders of the business entity. In essence, the board has the task of making
significant decisions, namely corporate officer arrangements, executive recompense and
dividend strategy. In some examples, board necessities broaden beyond pecuniary
optimization, when resolutions of shareholder require definite social or else environmental
concern to be particularly prioritized (Comer 2017).
In essence, boards necessarily consist of inside as well as independent members. In essence,
Insiders refer to shareholders, various founders as well as executives. Again, there are
different independent directors who necessarily do not collaborate with the insiders (Dabor et
al. 2015). However, they are selected owing to their experience in handling and directing
different large business entities. Independents are necessarily regarded to be very helpful for
governance as they dilute power concentration and help in aligning interests of shareholders
with that of the insiders (Dimopoulos and Wagner 2016).

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Analysis of the rights of the shareholders and supremacy of the directors
As rightly indicated in the given article, primacy of the shareholders can be illustrated as the
position held by shareholders as ultimate beneficiaries of different accountability norms. In
essence, their capability to implement ex ante or else ex post facto authorities to remedy
misconduct of directors reflects the supremacy (Kraakman and Hansmann 2017). In its place,
the supremacy of the board of directors seems to arise from diverse underlying basic
doctrines and principles of corporate regulations that are essential for implementation of
effective control of large business enterprises. As rightly indicated by Tricker and Tricker
(2015), this supremacy can be further analysed from the restrictions of the powers as well as
authorities that are necessarily retained by firm’s shareholders. From the legal perspective it
can be said that in both UK (as per the rulings of the section s 3 of the Model Articles, and in
the USA (as per rulings of the article s141(a) of the Delaware General Corporation Law),
board of directors of the business entities are liable for the overall management of the firm
and execute all the powers as well as authorities that are attributed to the directors subject to
specific articles otherwise certificates linked to incorporation (Armstrong et al. 2015).
Benefits of shifting power
As mentioned in the article under consideration, the ones who argue in favour of the re-
allocation of power as well as authorities towards firm’s shareholders assert that enforcement
of control authorities of firm’s shareholders can prove to be valid solution to various types of
agency issues (Breitbarth et al. 2015). Essentially, this kind of issues can be illustrated as
conflicts in specific interest that necessarily crops up when the interests of the agent vary
from that of the principle. However, diverse solutions are proposed in a bid to overcome
these agency problems, namely combining the compensation of the agent to directly owner’s
benefits, allowing shareholders to interfere in a bid to make the chief executive officer

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perform well, or else enhancing the intervention power as well as control by particularly the
firm’s shareholders by permitting them to introduce new managers (Agrawal and Cooper
2017). This kind of emphasis on the results of consequences of ownership as well as control
can be criticised by various commentators as very much misleading and at the same time
excessive. In addition to this, it can be hereby mentioned that in switching the present debate
to the benefits contained in this kind of separation and the overall significance of centralized
powers can help in understanding advantages of this such separation as well as overall value
of centralized power along with accountability (Aguilera et al. 2015)
As correctly mentioned by Bain and Band (2016), it can be hereby argued that this specific
condition need to be exploited in this regard. Essentially, maintaining the present balance
delivers the benefit of having balance that delivers the benefit of getting a centralised
decision maker who is primarily accountable for gaining decisions. Davies (2016) asserts that
absence of this centralised decision making can make it harder for the shareholders to devise
decisions. Edmans (2014) mentions that shareholders would necessarily lack adequate
information and would likely suffer from reasonable apathy and need to be divided in terms
of divergent interests. In essence their decisions have the need to be consistent with the plans
of business devised by the board of the business concern. However, this might get
undermined by the lack of vision as well as goals. As suggested in the current article under
consideration, this arrangement might perhaps direct the way towards disruptive cycles that
can necessarily act as an impediment in the process of decision making (Calomiris and
Carlson 2016). On the other hand, there are a contractarians who differ in their views and
argues that board of directors of a corporation can be held accountable by different forces of
the market namely capital as well as product market, different reputational market as well as
the market for corporate control.

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The study at hand asserts with particular orientation to the USA that empowerment of
shareholders might lead to replacement of board and thereby permit shareholders to start
modifications, namely reframing and reincorporation of specific business decision that might
direct states to compete for various regulations favouring firm’s shareholders (Breitbarth et
al. 2015). In this case, directors would stay away from adopting various anti-takeover process
at the time when the takeover is provided support by particularly shareholders. In addition to
this, shareholders have the need to able to decide regarding termination of the business entity
and retain the decision of scaling down that primarily rests in the hands of the board.
However, as per the give article, this call mainly in the US cannot be considered to be
entirely novel. Chang et al. (2015) suggests that the corporate governance in the UK is
mainly instituted with the supposition of a strong and enduring association between firms as
well as shareholders founded on constructive engagement along with exit stratagems. This is
necessarily a standard that is embraced in particularly the Corporate Code of the UK as well
as the Stewardship Code of the UK.
Regulatory Responses to effective corporate governance
In particularly the UK, the worldwide financial crisis led to assessments namely the Walker
Review during the year 2009. This intended to examine some of the evident weaknesses
present in the corporate governance, counting composition of the board, performance as well
as engagement of shareholders (Dabor et al. 2015). It is necessarily for the FRC to present a
formal code of stewardship intended at enhancing overall engagement of various institutional
financiers. In essence, the Code of Governance of the UK as declared by the FRC in an
amended version during the year 2010 was aimed at enhancing overall effectiveness of the
board along with performance. In essence, the regulations have the tendency to follow the
cycle of business. Essentially, in the time of worldwide crisis as well as collapse, regulation

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need to be take up the responsibility of bridging the gaps in order to ensure that this kind of
incidents do not recur in the future period (Dabor et al. 2015). Again, during the time of
economic boom and generation of economic wealth, there is less drive for enhancement of
the overall corporate system. As suggested by Kraakman and Hansmann (2017), engagement
of shareholders can be considered to be an important matter of consideration particularly in
the post crisis restructuring in particularly the UK as well as US. Nevertheless, as a proper
framework as well as procedures plays an important decisive role, there are still some
researchers who believe that there is a specific degree of enchantment engaged in reaching
most favourable conditions for accurate decision making. Essentially, in other words, it can
be said that there are certain components namely trust, constructive debate, information flow
as well as honesty together with skills necessary to analyse the flow (Armstrong et al. 2015).
Conclusion
In conclusion it can be said that the role of various shareholders as stewards of the
corporation can be considered to be an important component of effectual corporate
governance. This is true not only in the UK but also in other parts of the Europe. The study at
hand helps in understanding the fact that models used in both UK as well as USA depend on
both checks as well as balance between different organs and stakeholders. Particularly, the
importance can be witnessed in current reforms in particularly the USA where the imbalance
might perhaps is more obvious and evident. Again, different legislators as well as regulators
have the need to correctly find out ways and means to engage different shareholders and avert
directors of firms to become monarchs. However, the present process of allocation of powers
need not be held unsatisfactory. As such, the primacy of the firm’s board of directors does not
in itself show the way to negative outcomes and indeed takes in certain recognized benefits

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associated to overall value of centralised power as well as authority. Besides shareholders, a
crucial role needs to be played in this regard by different gatekeepers namely accountants,
legal practitioners, assessors as well as rating agencies.

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References
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Bain, N. and Band, D., 2016. Winning ways through corporate governance. Springer.
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