독일기업의 지배구조와 경제적 성과

초록

The objective of this paper is to show the characteristic figures and economic performances of German corporate governance. The first characteristic figure is dual boards system, i.e. the distinction between the management board and supervisory board. The supervisory board is responsible for monitoring the management. The board require management to obtain its approval for certain classes of important decisions. It has heavy impact on the decisions of the management board. The second is the co-determination, which refers to participa­ tion of employees/union representatives in entrepreneurial decision- making of the supervisory board. The third characteristics is the governance role of banks as lenders and shareholders, and as members of supervisory board. Moreover, potential of banks to influence on corporate governance emanates from depository voting rights on behalf of their clients. The German governance structure is stakeholder-oriented, reflecting the German peculiar tradition of anti-capitalism. Two groups of stakeholders deserve special attention: Banks, and employee and/or union representatives In this paper I have tried to demonstrate that great power of these stakeholder groups is systematically detrimental to shareholder-value and therefore impedes the development of German capital market. Result of co-determination attenuates the sharehoders's property rights. For employee/union representatives on the supervisory board have great influence on appointment of members of management board and on its important decisions so that shareholders no longer have full control over management in their interests. Banks do not act as shareholders on the supervisory board, but act in their interests as lenders. For this reason alone it can be safely assumed that universal banking exists on paper but not in German banking reality.

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