Article Reflections on Corporate Governance Systems

1. Article Reflections on Corporate Governance Systems Presented by MichihiroKawano Tian(Fiona ) LuoShaoyangJian Cindy WongSisiLi

2. Agenda • Introduction of Required Article 1 • Reflections on Required Article 1 • Introduction of Required Article 2 • Reflections on Required Article 2 • Industry Application

3. Required Article 1: Stakeholder Rights and Corporate Governance: A Cross- National Study of Hostile Takeovers

4. Overview • Introduces 3 types of stakeholders during an uneven adoption of hostile takeover • Dataset based on 37 countries from 1988-1998 • Results from hostile takeovers： • Increases shareholder rights protected • Decreases when worker’s and bank’s rights increased

5. Reflections on Stakeholder Rights and Corporate Governance: A cross- national study of hostile takeovers

6. Additional Article 1 • Title:Corporate Governance Systems as Dynamic Institutions: Towards a Dynamic Model of Corporate Governance Systems • Schneper and Guillén (2004) stated • Shareholders are interested in hostile takeover • No information about the categorization of shareholders • Emenalo (2012): • Principals & Individual Shareholders: • Agent:

7. Additional Article 2 • Title: Corporate Governance for Competitive Advantage and Cross - Culture Management • Knowledge and Culture Sharing • Main Affect – job insecurity • Method from Dr. Singhiv • Results

8. Policy’s Flexibility • Hostile raider threatened by new buyer • DrSinghiv: “a customized approach” • Effect of a fair policy.

9. Required Article 2: Comparative and International Corporate Governance

10. Overview • Study the corporate ownership and the role of laborwith four perspectives • social, economic, legal, and politics • Find the most efficient way to manage corporation with the examination successful U.S. model • Most definitions of corporate governance have limitations • Conclusion: none of these perspectives can clearly explain corporate governance at cross-national dimension explicitly by itself yet they do help us to understand the issues

11. Reflections on Comparative and International Corporate Governance

12. Additional Article 2 • Aguilera and Jackson (2010) stated: • The employee voice boosts the firm's productivity • Singhvi held: • “Corporate Governance for Competitive Advantage and Cross - Culture Management” illustrates a model which achieves abnormality free culture

13. Additional Article 1 • Aguilera and Jackson (2010) stated: • Agency problem • Solution: Principals take the important managerial position • Problem of the solution: Principles may not be managerial experts • Emenalo (2012) • Proposed a dynamic model of corporate governance systems • Different missions for different agents

14. Additional Article 3 • Title: Differentiated Governance of Foreign Subsidiaries in Transnational Corporations: An Agency Theory Perspective • Multinational corporations need to change their global strategy to be efficient. • Based on different locations. • Foreign subsidiaries roles • Local implementers • Specialized contributors • World mandates

15. Local Implementers • Local demands • Decentralized • Specialized Contributors: • Competitive • Centralized decision-making • World Mandates: • Local responsiveness and global integration. • Work with the headquarters and other interdependent subsidiaries.

16. Industry Application

17. Tobacco Industry • Hostile takeover: satisfy not only shareholders • Workers • Banks • Ensure positive outcomes for jobs • Job security • Intrinsic/extrinsic benefits