Britain and the United States compared to Germany's relative stock market is neither here nor there, despite the domestic bond market to develop good, but because of participation in the bond market is the main government and the banks, in general very few industrial and commercial enterprises to issue bonds in 1991 and just the opening notes The market is stagnant. In this context, the German enterprise debt-equity ratio than the United Kingdom and the United States than about 50% of the companies rely largely on external financing to bank loans, a large proportion of which is a long-term fixed-rate loans, securitization of loans to the extent Compared with the United States also Very low. However, the German banking industry in corporate finance in the impact of significantly more than the United Kingdom, the United States, the bank will not only give direct loans to enterprises, but also help enterprises to issue stocks and bonds, at the same time assume the commercial banks and investment banking functions of the two. In addition, the German bank's shareholders to vote through proxy, the board of supervisors seat, and other enterprises to obtain further imposed on listed companies. As a result, Germany's banking system known as the "all-round banking system", the all-around in the banking and corporate finance to participate in corporate governance plays a very significant role. In particular, the German banking system is all-based bank, the Bank added in a professional, all-around banks, including commercial banks, savings banks and cooperative banks 3 system among commercial banks as the core. The full participation of all-bank financial activities, including deposits, loans (including mortgage loans), the issuance of securities underwriting, including direct investment in stocks and other kinds of securities can engage in traditional commercial banking, investment can also be carried out Banking, is a multi-functional, and a full range of banking. Germany's major commercial banks including Deutsche Bank, Dresdner Bank and commercial banks such as Germany 3 major banks, regional banks, as well as a number of foreign bank branches; savings banks are in the public interest, not to maximize profit target Banking institutions, including local, state and central level 3; cooperative bank depositors at the same time, the bank's shareholders as well as local, state and central level 3. Does not belong to the professional all-bank financial services offered by banks is less than all-banks, such as specializing in mortgage loans, agricultural credit or bank credit for SMEs.
First, all-German banks and non-bank business relationship between ownership
OECD (OECD) released statistics show that: (1) to the end of 1993, German banks hold a total of public and private non-financial enterprises by the total number of issued shares of 14%, while Britain and the United States of the banking sector to Non-financial holding companies is practically nil. This is the German banking sector from the British and American counterparts the most important feature, that is, they are directly held by non-bank companies a substantial proportion of the shares. (2) U.S. non-financial enterprises of the shares in the main control in addition to individual investors and banks outside the hands of institutional investors, insurance companies and pension funds control of the British non-financial enterprises the main shares, while Germany is the ratio of institutional investors holding Small, on the contrary, non-financial companies holding shares as high as 39%. (1) In addition, Deutsche Bank and non-bank businesses, non-bank mutual holding companies is widespread. Table 1 provides that in 1991 Germany's major banks at the time of the 10 largest manufacturing company's shareholdings.
Table 1 in 1991, Germany's largest manufacturing company's 10 shareholding banks list
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10 largest manufacturing companies owned bank │ │ bank shares
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Daimler is contained - Mercedes-Benz, Deutsche Bank │ │ 28.5%
│ Banken und Versicherungen │
Bayer │ │ 38%
│ (bank insurance) │
China Rubber Company, Deutsche Bank │ │ 28.5%
Germany's Linde │ │ commercial banks about 10%
Schering Corporation │ Banken und Versicherungen │
│ (bank insurance) │ 23%
Heidelbeger Zement's Dresdner Bank │ │ more than 25%
Didier-Werke AG │ │ Deutsche Bank more than 25%
│ │ Hypobank bank more than 25%
Brau und Brunnen's │ │
Dresdner Bank │ │ more than 25%
Phoenix's Deutsche Bank │ │ about 20%
Hamburg's Holsten Brauerei │ │ community banks is greater than 25%
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Note: these manufacturing companies ranked according to sales.
Source: German commercial banks, "Who Belongs to Whom?", 1991 annual data.
Table 1 shows, including Germany's Commerzbank, Deutsche Bank and Dresdner Bank, Germany's major banks in the top 10 manufacturing companies have a substantial proportion of the shares. As the German company law does not require banks to disclose shares held less than 25% of the stock of information, so this is just one of the most conservative statistics, the actual all-around bank-owned manufacturing company's equity ratio will certainly be much higher than these figures. At the same time, German law provides that the shares held by more than 25% can veto power, which means that like Daimler - Mercedes-Benz such a major decision-making in large companies must first of all with the consent of Deutsche Bank's agreement, no resolution Can not be adopted. Even ignore the ownership below 25% could not disclose the factors, Germany's largest 10 companies in the manufacturing sector is still at least 8 in the bank holding more than 25% of the phenomenon, which means that this bank's 8 The main decision-making with veto power, also shows that Germany's leading banks have been firmly in control of the whole manufacturing sector. Let's look at Germany's biggest bank in Germany in 1994 of equity portfolio (part of), as shown in table 2.
Table 2 in 1994, Deutsche Bank shares held by the main list
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Daimler is contained - Mercedes-Benz │ 24.4% │ Leonische wire and cable │ 12.5%
Gerling Insurance Group │ 30.0% │ Linde Company │ 10.1%
Philipp Holzmann's │ 25.8% │ Metal Co., Ltd. │ 16.6%
Hutschenreuther company │ 25.1% │ Schmalbach-Lubeca's │ 10.0%
Klockner-Humboldt-Deutz │ │ │
Company │ 45.0% │ Phoenix's │ 10.0%
Nǖrnberger Investment Company │ 25.9% │ SalaMander Company │ 10.7%
Allianz insurance holding company │ 10.0% │ Sǖdzucker Company │ 12.8%
China's rubber │ 10.1% │ joint power generation equipment company │ 6.3%
Fuchs Petrolub company │ 10.0% │ Verseidag Company │ 10.4%
Hapag-Lloyd's │ 10.0% │ Vogele Company │ 10.0%
Heidelberger soil Chen Ning Company │ 10.1% │ Vossloh's │ 7.6%
Karstadt's │ 10.0% │ WMF's │ 9.1%
Aachener und Mǖunchener │ │ Mǖnckener Re │ 10.0%
Investment Company │ 5.0% │ │
│ │ Leifheit's │ 11.0%
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Source: Deutsche Bank Annual Report 1995.
Table 1 and compared to some of the reduction of Deutsche Bank AG - Mercedes-Benz shares, but still holds a direct 24.4 percent stake. The bank has been holding shares of both companies, including investment companies, insurance companies, financial companies, including many manufacturing companies, covering a very wide range of industry sectors. All-German banks to non-bank holding companies in general are very stable, they will not easily change the existing ownership structure, which Germany shares in the company's sustainable development has provided more favorable to the protection of the system, at least so that the company faces significant pressure on the M & A Mitigate and help managers to focus on the realization of the company's long-term goals. In Germany, the all-around not only the banks holding a large number of shares, non-bank companies also hold large shares of the all-around bank, which is Germany with the characteristics of mutual shareholding system, the system in the non-bank enterprises are also very popular.
According to German law provides that a person can not be two companies each hold more than 25% of the shares, but does not limit cross-shareholdings. This is among German companies, including financial enterprises and non-financial enterprises between a wide range of mutual ownership structure provides a legal basis. Prowse (1994 years), taking into account the characteristics of the companies holding each other after the re-calculated the actual market value of the stock markets, that is deducted each other listed companies held by the flow of stock market value, Germany and Japan found that the actual market value of almost adjustment Pre-shrunk by half, and the United Kingdom and the United States before and after the big change. This shows that Germany and Japan held each other phenomenon is widespread. As shown in Table 3, 1985, Germany accounted for a total market value of the stock when the gross domestic product (GDP) of 29%, after holding deducted from each account for only 14% of GDP, that is, the net market value of the total market value of 48.3%. (2) Wenge, and Kaserer (1998) in carefully identified at the end of 1994, German listed companies holding each other amount, calculated after deducting holding each other's net market value of listed companies is 73% of the total market value, the figure Prowse is greater than the estimated value, but can be seen as the upper limit of the market value of the net. Since the law does not require listed companies to disclose all the information held, so the public disclosure of data calculated the net market value and the actual market value of the net between sure there is a big difference. Kasere and Wenger in particular, the study asked about the insurance companies listed on a Wurttembergische AG, the company found that the actual number of shareholders than provisions of the law to disclose the amount should be higher than 33%. If the company as a reference, it is estimated that their data from 73% to 64% adjustment, which is estimated Prowse out 48.3 percent of the data on a closer.
Table 3 of the main countries in 1985 and held each other a list of the total market value of the stock market
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United States │ │ Britain │ │ Japan Germany
Calculation of indicators │ │ │ │
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Shares with a total market value of the proportion of GDP accounted for │ 51% │ 90% │ 71% │ 29%
After discounting the effect of cross-shareholdings of listed companies after the net │ 48% │ 81% │ 37% │ 14%
The proportion of GDP accounted for the market value of │ │ │ │
Net market value of the total market value of the share of │ 94.1% │ 90% │ 52.1% │ 48.3%
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Source: Prowse, S.1994.Corporate Governance in an IntemationalPerspective Basle: Bank for Intemational Settlements.
Table 3 of the statistics concise and pointed out the company's Japan and Germany and the United States system, the major difference between Britain, which is almost half the market value of shares held by each other out to create a "virtual" market value, and holding each other in the UK And the United States, there is very little. This is from a macro point of view on the stock market mutual shareholding system, a micro point of view, the financial enterprises, financial enterprises and non-financial enterprises are holding each other to form a very stable ownership structure. As shown in table 4, Allianz Insurance and Reinsurance Company Münchener Germany is the largest and second largest insurance company, Dresdner Bank and Bayer.Hypo. Is Germany's second-largest and fifth largest bank, the 4 large companies core Companies, such as AMB and 4 of these large financial companies belonging to the company's satellite companies, a large number of shares they hold each other. Table 4 shows that the core and satellite companies took control of Allianz Insurance 42.67 percent stake in Dresdner Bank's 31.6 percent stake in Münchener Re and 45.9 percent of the shares also were close to those of the minority holders of the company. It can be said that this 8 of the financial holding company with each other through the establishment of a strong shareholding structure of the internal and external impact is difficult to shareholders of these companies operating managers in decision-making, external capital markets almost impossible for them to pose any threat. From the corporate governance point of view, this holding each other and the formation of a special ownership and control structure would be the advantages and disadvantages of co-existence.
Table 4 in 1994 with the German banking industry mutual insurance holding of the typical cases (%)
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│ 4 large holding company's core
├ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ─ ─
Allianz │ │ Bayer. │ Dresdner Adams │ Mǖnchener
Insurance │ │ Hypo. │ │ Dayton Bank Re
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Allianz Insurance │ │ 0.06 │ 5 │ 10.08 │ 26.07
│ Bayer. Hypo. │ 22.6 │ - │ - │ 5.8
Dresdner Bank was │ │ 23.0 │ 1.27 │ 1.27 │ 2.53
│ Mǖnchener hold Re │ 25 │ 6.19 │ 12.1 │ --
Unit │ │ │ │ │
Public │ AMB │ 5.01 │ - │ 14.7 │ 8.6
Secretary │ BHF │ 15.2 │ - │ - │ 6.2
│ IKB │ 12.0 │ - │ 3.67 │ 6.2
│ Victoria │ - │ - │ 6.6 │ 23.64
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│ 4 large holding company's core
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Allianz Insurance │ │ 41.21
│ Bayer. Hypo. │ 28.4
Dresdner Bank was │ │ 28.09
│ Munchener hold Re │ 43.29
Unit │ │
Public │ AMB │ 28.31
Secretary │ BHF │ 21.37
│ IKB │ 21.83
│ Victoria │ 30.24
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Holding Company │ 4 satellite company
├ ─ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ┬ ─ ─ ─ ─ ─ ─ ─
│ AMB │ BHF │ IKB │ Victoria
│ │ │ │
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Allianz Insurance │ │ 0.02 │ 1.41 │ - │ 0.03
│ Bayer. Hypo. │ - │ - │ - │ --
Dresdner Bank was │ │ 1.39 │ - │ - │ 2.12
│ Mǖnchener hold Re │ 0.11 │ 2.28 │ - │ 0.26
Unit │ │ │ │ │
Public │ AMB │ - │ - │ - │ 2
Secretary │ BHF │ - │ - │ 4 │ --
│ IKB │ - │ 10 │ - │ --
│ Victoria │ 4.75 │ - │ - │ --
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Holding Company │ 4 satellite company
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Allianz Insurance │ │ 1.46
│ Bayer. Hypo. │ 0
Dresdner Bank was │ │ 3.51
│ Munchener hold Re │ 2.65
Unit │ │
Public │ AMB │ 2
Secretary │ BHF │ 4
│ IKB │ 10
│ Victoria │ 4.75
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Source: Wenger, Ekkehardard and Christoph Kaserer, 1998.The German System of Corporate Govemance-A Model which Should not be Imitated, inCompetition and Convergence in Financial Markets: The German and Anglo-American Models, edited by SWBlack and M. Moersch , North-Holland, 1998.
Cross-ownership system brought about by the obvious benefits: (1) financial enterprises as well as between non-financial enterprises and financial firms to form a stable strategic partnership for long-term goal of enterprises is of positive significance. (2) the business is relatively stable shareholding structure, forming a large number of shareholders of the common control mode, which can solve the supervision of the shareholders and managers of the power-sharing costs. (3) from the accounting point of view, mutual shareholding system allows enterprises led to the holding of the actual cash flow significantly reduced, which facilitate corporate use of limited funds to achieve portfolio, the realization of other companies have been able to maintain control at the same time good assets Mobility. A company such as 1-funded 0,000,000 yuan to hold 10% of the company's B shares, while company B and 8,000,000 yuan investment holding 8% of the company's A shares (A, B Company's share capital are set up to 1 million), A company's actual cash outflow of 2,000,000 yuan only. (4) in general will not always exist in our country, "Yigududa", several major shareholders of the common control between competition and cooperation is the unity, which helps to avoid an absolute controlling shareholder of the interests of other shareholders Erosion.
However, each holding the disadvantages are also obvious, the main problems: (1) holding each other to form a system of a relatively stable shareholding structure will help the company achieve Although the long-term goals, but also the company's control over the market's managers Bound relatively ineffective. Germany's managers are usually held by the group to appoint or hire, their jobs and the stability of the company's share price fluctuations in the correlation between relatively weak. Franks and Mayer (1990 years) An Empirical Study: German companies facing hostile takeover was a lot less than Britain and Germany. (3) (2) all-German banks were holding each other because of some of the core business control, holding a smaller proportion of the bank's shareholders on the bank a direct impact on the all-bound to be very limited, which in turn will affect the all-round participation in non-bank financial firms Corporate governance initiative and effectiveness, as they rarely from the bank's minority shareholders interests of the exercise of the duties of supervisors, and often subject to the entire shareholding of the Group of common interests. (3) business ownership among investors confused with the investors, shareholders and the relationship between the company and the interests of both the complexity of relations and even long-winded. (4) from an accounting point of view, although arrangements for the holding of mutual holding companies can incur a reduction in actual cash flow, greatly reducing the cost of holding companies, but the minority shareholders is a clear disadvantage. In the above example, A real company has invested only 2,000,000 yuan on the B's have 10% of the voting rights, the actual price is 0.2 yuan per share, while the actual inflow of B Company of 2,000,000 yuan is holding 8% of A Company Equity, real negative for the stock. This situation is clear for the A's and B's other minority shareholders is extremely unreasonable, because the minority shareholders to buy the stock price of 1 yuan per share, much higher than the A's and B's. This is clearly a violation of "the same right to share with the" basic principles, the impact of minority shareholders to participate in the effectiveness of corporate governance. (5) mutual holding companies have been under the all-around, including banks, several major shareholders of common control, even though this can be effectively resolved between the shareholders and managers of the issue of conflict of interest, but cooperation between the major shareholders than the competition, then They are fully possible "conspiracy" to erode the common interests of minority shareholders.
Second, all-German non-financial enterprises in the banking supervisory board seat and influence
In 1965 promulgated the Law provides that Germany shares the shares of three companies to set up a statutory body: the management board of directors, board of supervisors and the annual general meeting of shareholders, that is to implement two-tier management system. Management and board of directors of the board of supervisors are very clear division of responsibilities, which is responsible for the company's day-to-day operations and strategic decision-making, corporate governance by the board of supervisors responsible for the implementation of their primary function is to oversee the management and control of the board of directors, directors who sit on the board of supervisors can not be members of the board of supervisors Can not bear any day-to-day management tasks. Due to Germany's all-around non-bank financial firms have a considerable proportion of the shares, they will certainly send a representative to act as a member of the board of supervisors. Germany's two-tier management system and below constitute a mechanism for joint decision of the German-style house the core of governance.
Germany's all-appointed board of the Bank acts led to a number of large companies on behalf of the board of supervisors in the bank too, and some of the senior management of the bank at the same time more than the company's board, which has been so much controversy that end, in 1965 Germany adopted the so-called Abs of the bill provides that each person can only serve as supervisors of 10 posts. Abs was named by the bill, because at the time of the Deutsche Bank governor Hermann-Josef Abs at the same time the 30 board positions in the stock market and investors are very worried that this kind of bank supervisors whether there is sufficient energy to participate in corporate governance. In order to better play the role of supervision and control, German bankers have begun to take the initiative to avoid a number of companies as board positions, but generally do not serve as Chairman of the Board of Supervisors, unless their own investment bank was the company's largest shareholder. As a result, the current German bankers in the company's board of supervisors in the occupied seats than Abs which greatly reduces the times, but still has a very high proportion.
As shown in table 5, 1993, Germany's 100 largest banks in the board of supervisors still have the 99 board seats, accounting for 6.3 percent of the total, on behalf of the workers and other industrial companies on behalf of the respective shares of 35.2% and 27.4%.
Table 5 in 1993 Germany's 100 largest source of a list of members of the board of supervisors
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Supervisors source │ │ proportion of the number of
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Private Banking │ 99 │ 6.3%
Other banks and insurance companies │ 53 │ 3.4%
Industrial companies and other companies │ 427 │ 27.4%
Politicians and civil servants │ 67 │ 4.3%
On behalf of other owners │ 155 │ 9.9%
Representatives of trade unions │ 211 │ 13.5%
Other workers on behalf of the │ 549 │ 35.2%
The total number │ 1561 │ 100%
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Source: Federation of German Banks, 1995.Power of Bank, Cologne.
Table 5 also reflects Germany's corporate governance structure is another characteristic that is representative of the workers at the Board of Supervisors holds a very important role, which by the trade union representatives and shareholders to participate on behalf of the board of supervisors, known as "co-decision system." The system was first set up in 1951, first in the iron and steel, coal mine enterprises to provide a total of 11 members of the board of supervisors, on behalf of shareholders and employees on behalf of the 5, 11 have been identified by members of the 10 supervisors to the Annual General Meeting To make recommendations by the Annual General Meeting elected. In 1976 the revised decision of the common system applicable to the shares of major companies to stipulate that 50% of the company members of the board of supervisors should be elected by shareholders and the other 50% of the workers by the members of the election. The size of the board of supervisors according to the number of workers in all the company decided that if fewer than 10,000 employees, board of supervisors should be 12 members; the number of employees more than 10,000 people but less than 20,000 people, should be composed of 20 board of supervisors. Chairman of the Board of Supervisors has a special power, that is a member of the board of supervisors after two rounds of voting are still unable to obtain a majority (more than 50%), the President has the final decision. Chairman of the Board of Supervisors elected by the entire board, a candidate must receive two-thirds majority to be elected. If no candidate obtains a two-thirds majority vote by the board of supervisors in the press on behalf of the President of the shareholders, employees and representatives of the elected Vice-Chairman.
This joint decision was Germany's system of corporate governance is an important feature of the trade union's participation in decision-making and corporate governance has played a positive role, but some people think this is a system weaken the bank's shareholders include the election of supervisors in the corporate governance of Role. Wenger and Kaserer (1998 years) that the board of supervisors to effectively monitor managers brought about the ultimate value-added shareholder value to control who belong to (such as all-Bank) and control (AG) of private shareholders, and the board itself can only be part of the proceeds, here There are still oversee the costs and benefits of asymmetry, that is, as the supervisors who are not shareholders, but that representatives of the shareholders. At the same time, the German financial enterprises and non-financial enterprises there is a clear mutual shareholding relationship, to shareholders of the general all-around bank does not constitute an effective external pressure. Germany to send some of the all-around bank of supervisors and managers often do not want to rigorous implementation of the supervision of the main reasons is that these banks did not come from its private shareholders of external pressure. (4)
Third, proxy voting system with the German bank's control over the all-around
German banks to participate in all-round corporate governance is another important means of access by small and medium-sized shareholders to authorize proxy voting, which is known as the proxy voting system. According to the Baums and Fraune (1995 years) statistics, the 1992 all-around Germany's largest bank in the 24 listed companies annual general meeting of shareholders to vote on the actual average of 60.95 percent, in one of the 11 companies the right to vote or even more than 75 %. (5) The reason why the bank can agent all-round vote, which the law allows them to assume the functions of investment banking presence in close contact. Deutsche Bank shares will bear a greater share of the underwriters, they will usually have most of the underwriters to sell shares to their customers, and these customers for the safety of investing in stocks and lower transaction costs and generally kept in bank stocks. Cable (1985) estimated that about 50% of the shares of listed companies shareholders was deposited in the bank. (6)
Proxy voting system is characterized by: (1) did not develop all-automatic proxy voting, but must be authorized by shareholders in order to exercise this right, generally by the bank shareholders to take the initiative to obtain such authorization. (2) In practice, the German individual investors or minority shareholders usually commissioned by the bank to act as custodian of the shares and shares in the company's annual general meeting of shareholders on proxy voting by banks, shareholders and proxy voting rights in general can only be entrusted to a A specific credit institutions, and commissioned period of up to 15 months. (3) of the bank's annual general will be to the shareholders the right to vote the use of the possibilities, and then make a decision by the shareholders. If Deutsche Bank is usually recommended to their clients as much as possible to participate in the annual general meeting of shareholders, or the right to vote will be entrusted to individuals or on behalf of the shareholders association, if these customers are not interested in Deutsche Bank is also acceptable to the commission to vote on their behalf. (4) Bank as the custodian must take part in the annual general meeting of shareholders before the vote, or the intention of the proposed motion to inform shareholders of its customers, clients or shareholders did not object, the bank must be prepared in advance in accordance with the general meeting of shareholders to participate in the program can not Not change his mind. Clients (shareholders) in the general meeting of shareholders before the voting power of the specific proposals put forward, and the bank must comply with these recommendations, but in practice an average of only 2% of the shareholders will vote in specific views. (7) (5) Universal Banking in the face of the more controversial issues often consult the views of shareholders, if the shareholder has not given a clear vote, the bank will give the agent the right to vote. For example, Daimler - Mercedes-Benz in 1995 before the general meeting of shareholders expected in 1996 will be 5.7 billion German marks for the huge losses, the general meeting of shareholders in 1994 and is expected to return to moderate growth to judge the contrary, in the face of this grave situation, The company's major shareholders, Deutsche Bank, Dresdner Bank and the German commercial banks have their own recommendations of its customers and shareholders to participate in the exercise of the right to vote, or by the customer as to whether the restructuring of the managers are given very clear, otherwise these large banks Will abstain from voting.
These features indicate that the proxy voting system under the all-around small and medium-sized banks do not have a monopoly of the shareholder the right to vote, but with full respect for the legitimate rights of small shareholders, only if they are authorized to carry out the premise of proxy voting, but also to ensure that the general meeting of shareholders before the vote With the full intention of small and medium-sized shareholders to communicate in a major conflict of interest in particular cases, to seek specific shareholder vote, or else give up on the agent the right to vote. Such proxy voting system was that the OECD is a very effective means of corporate governance, as the bank through active participation in the annual general meeting of shareholders to effectively monitor and restricted shares of the company's day-to-day decision-making operating and maintaining the vast number of investors, including debt and equity investors to invest Interests.
Universal Banking proxy voting system has two main advantages: First, to address the spread of joint decision-making groups, shareholders when there is a "free rider" problem and cost-sharing. However, the large number of shares held in very small groups of shareholders to safeguard the common interests sometimes must unite to vote, but because of the existence of "free rider" problem, the implementation of this joint vote difficult. All-around polling commissioned by the bank is effectively overcome this problem, the bank will be the cost of proxy voting by all clients (shareholders) share, significantly reduced the minority shareholders in joint decision-making costs. Secondly, the proxy voting system to build a stable shareholder groups, is conducive to maintaining the stability of the business for the company managers and shareholders, board of supervisors, such as communication, thereby reducing their short-term volatility in the stock market under pressure to take some short-term behavior At the expense of long-term interests of the company. In the absence of proxy voting stake in the company and the system is relatively dispersed, the floor manager of the company is facing an uncertain and even a random shareholder groups, as they dispersed small and medium-sized shareholders at any time can be combined or reorganized into a new Large groups of shareholders, which will increase the manager level and the major shareholder groups to communicate more difficult, different combinations of the shareholder group may often interfere with normal business managers in decision-making activities, thus affecting the long-term interests of all shareholders. In the company's share price down and become a M & A target, the pressure is more obvious, because in the end to ascertain whether a floor manager and who to consult, not knowing whether the shares of small and medium-sized shareholders has been to focus on the acquisition. In order to avoid the risk of mergers and acquisitions in order to safeguard the stability of their jobs, managers are usually taken are conducive to the promotion of short-term stock price decision-making, but this is the decision-making at the expense of the company's long-term interests. This is Britain, the United States market-based financial model, the typical short-sighted in the stock market problems. Proxy voting system to create a long-term vision of the right to vote and to have control of the voters - all-around bank. The reason why the bank has the all-around long-term perspective: (1) all-bank holding company directly to a larger share of stock, they will lead to the need to focus on long-term gains rather than short-term capital gains; (2) to the all-around bank of these enterprises paid a huge amount of Long-term loans, loans to safeguard the safety and profitability, they must proceed from a long-term care to vote on the decision-making; (3) all-bank proxy voting must be to safeguard the fundamental interests of the client, if the reckless decision-making will inevitably harm the interests of its clients in order to All-around final damage the credibility of the bank, and one through the absorption of loans to deposits to obtain profits of major banks, credit is undoubtedly the most important.
Proxy voting system is the largest bank in each general meeting of shareholders on whether the real will to safeguard the interests of investors, in particular, it represents the interests of minority shareholders. Many economists expressed doubts, Wenger and Kaserer (1998 years) put forward, as the German Securities Exchange Act does not require banks to disclose their all-around on behalf of the list of shareholders and those shareholders holding shares in the amount, a number of subsidiary In the investment banking firms and other institutional investors are fully commissioned by the bank may choose to give up voting in person participate in the general meeting of shareholders, so as to ensure that the market does not rise to the attention of shock and achieved a number of strategic objectives. At this point, all-around at the expense of the bank is likely at the cost of the interests of minority shareholders and institutional investors for profit, but such actions are hidden, often under the banner of safeguarding the interests of minority shareholders of the banner appears, therefore, great potential harm. German investment company managed domestic stock market value of about 800 billion deutsche marks, accounting for total stock market value of about 10%, many of the investment company is a subsidiary of some of the largest banking subsidiary, the Bank of proxy voting with the minority shareholders when there is a A certain degree of conflict of interest. (8) Although the all-German company law requirements of the banks that they must represent the interests of the shareholders to implement Deputy voting rights, but the abuse of the law of the agent the right to vote in order to achieve the purpose of self-interest bank does not have enough sanctions.
Fourth, all-German bank and the banking system and the mode of financing Review
Based on the above analysis, all-German bank through four main channels of influence business investment, companies involved in corporate governance, first, loans, and the other is held directly, as is the three supervisors, four proxy voting is. Compared with the United States, Germany's main source of funds business from the all-around banks and insurance companies, such as Poensgen (1980) found 75 percent of German companies debt financing from the banking system. (9) Germany 3 major banks - Germany's Commerzbank, Deutsche Bank and Dresdner Bank in the credit market, accounting for the special share, in 1972 they accounted for Germany's manufacturing sector loans 28.2 percent, to the 20th century, 80 The market share has declined in 1982 but still reached 18.2 percent. (10) all-German banks, through direct ownership, as supervisors, proxy voting, and so fully involved in the process of corporate governance will help the bank more extensive and in-depth collection of business information in order to better supervise the utilization of loan funds and For future decision-making loans to provide useful information. In fact, companies can also take part in the government bank in the process of benefit, which benefits not only the performance of the enterprise will be stable credit funds, and they can share in the financial banking, technology and other fields of expertise. Through the bank as corporate supervisors directly involved in major business investment, finance, personnel, and other decision-making, is in control of first-hand information and to avoid the credit market, there is usually a result of information asymmetry as a result of adverse selection problems, contribute to the bank for business The specific credit and financial situation of the development of specific loan interest rates, loan guarantees, loan repayment policies, which the bank credit to optimize resources, reduce credit risk, increase the income of credit has been very positive. And other companies and their investors on behalf of the board of supervisors from the bank can also participate in corporate governance activities, the importance of access to financial information and other expertise, is conducive to scientific decision-making. More importantly, because of the bank in the information symmetry can be achieved under the optimal conditions for the loan arrangements for credit and financial condition of enterprises, they can effectively in-house information to banks and banking supervisors themselves, so as to obtain Conditions for preferential loans to avoid becoming a victim of adverse selection, the corporate cost of capital will also be greatly reduced.
Cable (1985 years) that the German banking and industrial sectors closely related to the creation of a "quasi-internal capital markets," the quasi-capital market pressures brought about by encouraging enterprises to minimize costs and maximize profits.According to his research, the German banking sector and large industrial enterprises is closely linked to the extent of these large enterprises and the financial position of a significant positive correlation between. Gorton and Schmid (1996) studied the years 1974-1985 the bank holding company and the relationship between performance and found that: in 1974, the bank holding company to improve performance, instead of the bank holding company's performance did not affect. By 1985, they found that banks and non-bank holdings are holding on to improve the performance of the company to have a positive impact. Shows that Germany is indeed all-stock banks directly help to improve the performance of the company, but from the 1970s to the 80s that the changes in the bank's influence with the development of capital markets and non-bank holdings and increase the relative decline of these non-bank Institutions have begun to actively participate in corporate governance, the banking sector in Germany's corporate governance pose a challenge to the special status. Elston and Albach (1995 years) of the study is further evidence of Cable's "quasi-internal capital markets" hypothesis, they believe that the general day-to-day business operations must attach great importance to the mobility of assets, only to maintain a certain level of liquidity in order to ensure that The timely repayment of short-term bank borrowings and other liabilities, in order to guarantee a certain degree of mobility, enterprises must consider when making investment decisions to stay out of a short-term capital investment or direct bank deposit, the rate of return on investment is relatively low investment in fact a waste of valuable Financial resources in the guise of improved corporate financing costs. (11) Under normal circumstances, a more distant relationship with the creditors of the business need to maintain a higher proportion of liquid assets, in order to reduce the risk of default and bankruptcy risk. But the all-around with the bank to maintain close relations in business investment decision-making when you do not need too much liquidity into account, because the bank to give the all-around is the main long-term loans, and business and close a large bank is relatively easy to negotiate. Albach and Elston also found that in the years 19831992, and close to all-bank businesses to invest its function of the liquidity problem is not sensitive, and the other of our investments should be very clear that the liquidity constraints of the problem. (12) Chirinko and Elston (1996 years) in the course of the study did not find that Germany close relationship between the bank and to reduce the company's financing costs, but also found no relationship between the bank's profitability and positive correlation between, but Discovered an important fact that the close relationship between the bank and the type of concentrated ownership structure of the relationship between the alternative. (13) in the highly fragmented ownership structure of the company prevails in the "free rider" problem, although the shareholding structure of the focus can be part of the settlement of shareholder oversight of managers, but would give rise to the major shareholders and the interests of minority shareholders of the conflict to form The new agency costs. ChirinkoElston in accordance with that type of close relationship between the bank and can substitute for part of the centralized ownership structure to better address the issue of corporate governance, which can address the excessive concentration of ownership structure where the majority shareholder of the interests of minority shareholders erosion, it can help solve Ownership Structure spread too thin layer under the manager and the interests of minority shareholders and managers of the conflict-monitoring.
The all-powerful banks and the close relationship between the bank and the German model of financing a large impact. On the whole, Germany is not well-developed stock market, oversee functions is not clear that the company's shareholding structure is more concentrated, many listed companies the right to vote on the all-hands Bank, the company can not control the market and what role to play. In addition, the company's share price based on the performance of managers incentive compensation system has not been established in order to pay a fixed salary as the main source of the managers prefer to engage in low-risk investment projects and construction of a wide range of corporate structure with the aim of reducing The company into financial crisis, as well as reduce bankruptcy caused by specific human capital loss. From the internal structure of corporate governance, the Board of Supervisors play a larger role. Board of Supervisors of the main trade unions on behalf of the employee's efforts to safeguard the stability of employment and, therefore, managers and the same preferences in low-risk investment projects or a wide range of business activities. Board of Supervisors on behalf of the workers in the non-elected by the shareholders, they are usually controlled with the right to vote on behalf of the interests of the bank's all-around, rather than other non-bank shareholders. Bank of the interests of the all-clear, they are concerned about the company is able to guarantee payment of principal and interest of loans, their participation in corporate governance is the ultimate objective of the loan in order to protect the safety and profitability. All-around small and medium-sized Bank settlement of a shareholder vote "free rider" problem, so that decision-making mechanism of listed companies not meet the shareholding structure of the fragmentation of failure, both at the same time to prevent a "vacuum of control" and restricted the managers of the company's "internal control "Solved in a modern company owner operator of the supervision and restriction issues.
In short, to all-bank-based financing model for German companies to cultivate a stable ownership structure and control structure, the financing model of the internal structure and external relations than market-based financing model more simple, especially for this model The requirements of the legal system is relatively low because the interests of small and medium-sized investors, directly or indirectly, by the all-around bank of effective protection, rather than the interests of minority shareholders in the United States must be very sound legal system to protect this relationship-based financing model is Conducive to promoting the steady macro-economic growth.