Les deux articles retenus aujourd’hui sont parus sur valuewalk.com les 7 et 11 janvier 2013. Ils mettent l’accent sur les particularités des modèles de gouvernance américain et européen, en les expliquant et en les comparant. Ce sont des articles qui présentent simplement et brièvement l’essence des philosophies de gouvernance. On notera que les principes d’indépendance et les notions de stakeholders et de perspectives à long terme prennent de plus en plus d’importance dans les deux mondes. Ci-dessous, un bref extrait de chaque article. Bonne lecture.
Corporate Governance | USA Versus Europe
« The term Corporate Governance relates to the manner in which an organization should be governed or managed. The concept is more
relevant in the case of companies which have germinated or grown based on equity capital taken from investors. Stocks of many such companies are listed in stock exchanges, which exposes them to the public and automatically brings them under closer regulatory scrutiny. As per the principles enshrined in quintessence of corporate governance, the affairs of any organization should at all times be managed as per the relevant regulatory framework where the interests of shareholders/stakeholders is supreme. Here, corporate governance refers to the spirit of the statute rather than its letter alone. Thus morality, ethics etc. come into play in a big way. Though these “Utopian” ideas may seem irrelevant on the capitalistic turf, past experience has shown that similar philosophies could have prevented fraud & mismanagement, therefore ceasing the erosion of shareholder wealth.
It is also pertinent to mention that all enterprises are basically valued based on their present performance and expected long term success in achieving growth and profitability. For this purpose, there has to be a free flow of information (financial and strategic) amongst the shareholders, so that they can measure the economic potential and value of the organization’s strategies & activities. Also, since people (investors) have their money at stake in these companies, they have a right to decide on the selection of the Directors and influence the manner in which the organization should be run to achieve optimal results. Some schools of thought therefore highlight the importance of stakeholders as well as shareholders ».
Is Corporate Governance Better Across The Atlantic ?
« The European model gives importance to all stakeholders including the shareholders. The separation between ownership and 
management is not that clear with boards comprising of representatives of various stakeholders like majority shareholders, lenders (banks), employees, suppliers etc. The board is a two tier structure with a supervisory board comprising of Non-Executive Directors which controls decision making by the Executive Directors.
The presence of these stakeholders, who are also shareholders (owners), on the board further increases their influence in strategic management decisions. The ownership patterns are more concentrated & complex with cross-holdings being common. The relevant financial markets are less liquid and there is higher dependence on debt to fund growth and operations of the companies. The concept of audit committee is existent in the European model also, but the composition of the committee is not that stringently laid down. The Chairman & Chief Executive Officer positions may or may not be held by the same person ».
Gouvernance | Jacques Grisé 