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Die Unternehmung / Swiss Journal of Business Research and Practice
Volume
73
Number
2
Pages / Article-Number
122-145
Keywords
corporate governance, board of directors, ownership, independence, institutional framework, legal system
Abstract
The purpose of corporate governance is to ensure that the owners of companies are protected against value-decreasing activities by corporate insiders. The way this protection is pursued, however, varies among countries and legal systems. While most research so far has focused on Anglo-Saxon countries, little is known about the specific differences and drivers of corporate governance structures in countries belonging to the Civil Law legal system. We examine the differences in corporate governance of blue-chip companies in Austria, France, Germany, Italy, and Switzerland, and analyze the influence of the institutional framework and the operating environment on corporate ownership and board structures. Despite convergence trends and the fact that all included countries apply the Civil Law legal system, we find that corporate governance structures differ in many aspects and depend both on the institutional framework and the operating environment. The institutional framework is important to explain the distribution of ownership and the independence of the board of directors, while the operating environment explains the size of the board and differences in ownership between the financial services industry and the consumer goods industry.
