ISSN 2222-1905 (Paper) ISSN 2222-2839 (Online)
Vol 4, No.6, 2012
www.iiste.org
Two-Tier Corporate Governance Model for Pakistan
Safdar Hussain Tahir1* Hazoor Muhammad Sabir2 Adnan Arshad1 Muhammad Anwar ul Haq1
1.
Department of Banking & Finance, Government College University, Faisalabad, Pakistan.
2.
Department of Economics, Government College University, Faisalabad, Pakistan.
* E-mail of the corresponding author: safdartahir@gmail.com
Abstract
The main purpose of this study was to formulate a model of corporate governance suitable for the Pakistani environment. For this the corporate governance models like Anglo-US, German and Japanese working for the companies of developed and developing nations were critically reviewed. After studying the pros and cons of these models, a hybrid model for Pakistani companies was proposed. According to this model, twotier boards’ i.e. supervisory board and management board have been suggested instead of one-tier board.
Entire supervisory board will be comprised of non-executive directors (NEDs) whereas management board will consist of only executive directors (EDs). These boards will together constitute a joint board headed by a chairman (an INED) who will also head the supervisory board and management boards. Supervisory board will conduct its affairs with the help of subcommittees. The hybrid model would aim to fill the board room in the sense of ensuring the balance of representation, talents, power and attitude which is the prime source of poor corporate governance in Pakistan.
Keywords: Corporate Governance, Two-tier boards, hybrid CG model, Pakistan
1. Introduction
Corporate governance is a way of governing activities of a corporation for the well being of all stakeholders
(not only for shareholders) that ultimately leads to better financial performance. It is the set of process, customs, policies, laws, and institutions affecting the way
References: Deeg, R. & Jackson, G. (2006), “Towards a More Dynamic Theory of Capitalist Variety” King’s College London, Department of Management Research Papers, 40. Kotler, D. A. & Swedloff, R. (2003), “SARBANES-OXLEY’S IMPACT ONSTATE CORPORATE GOVERNANCE” Legal Opinion Letter Dormus, P. N., Keller, W. W., Pauly, L. W., & Reich, S. (1998), “The Myth of the Global Corporation” Princeton: Princeton University Press. Hall, P. A. & David Soskice. (2001) "An Introduction to Varieties of Capitalism" in P. A. Hall and D. Hollingsworth, J. R. & Boyer, R. (1997), “Contemporary capitalism: the embeddedness of institutions” New York: Cambridge University Press. ISSN 2222-1905 (Paper) ISSN 2222-2839 (Online) Vol 4, No.6, 2012 La Porta, R., Lopez S. F., Shleifer, A. & Vishny, R. (1997), “Legal determinants of external finance” Journal of Finance, 52, 1131-50. Mülbert P O, (1998), “Bank equity holdings in non-financial firms and corporate governance: the case of German universal banks”, in Comparative Corporate Governance: the State of the Art and Emerging Firm: The Sources of Competitive Strength” Oxford: Oxford University Press OECD (1995), “Corporate Governance Environments in OECD Countries” Paris: Organization for OECD (1999), “Principles of Corporate Governance” Paris: Organization for Economic Co-operation and Development. OECD (2000), “Reforming China’s Enterprises” Washington DC: Organization for Economic Co-operation Development. OECD (2001), “Behind the Corporate Veil Using Corporate Entities for Illicit Purposes” Paris: Organization for Economic Co-operation and Development. O’Sullivan M. (2001), “National Systems of Corporate Governance” France: The European Institute of Business Administration. Okazaki, T. (1994), ‘The Japanese Firm under the Wartime Planned Economy’, in M. Aoki and R. Dore (eds), The Sources of Competitive Strength, Oxford: Oxford University Press. Prowse, S. D. (1994), “Corporate governance in an international perspective” BIS Economic Papers 41. Shleifer, A. & Summers, L. (1988), “Breach of trust in hostile takeovers”, in Auerbach. A. (ed) (1988) Corporate Takeovers: Causes and Consequences Story, J. & Walter. I. (1997). “Political Economy of Financial Integration in Europe: The Battle of the Systems” Manchester University Press, Manchester. Butt, S. A. (2008), “Causes of poor situation in Pakistani Listed Companies” Pakistan and Gulf Economist. Wenger, E. & Kaserer, C. (1998), “German banks and corporate governance: a critical view”, in K J Hopt, H Kanda, M J Roe, E Wymeersch, S Prigge (eds.) Comparative Corporate Governance: the State of the Art Whitley, R. (1999), “Divergent Capitalisms: The Social Structuring and Change of Business Systems” Oxford: Oxford University Press.