๐ The Anglo-Saxon Model is a market-based, shareholder-centric corporate governance system primarily followed in the United States, United Kingdom, Canada, and Australia. It is grounded in Anglo-American common law traditions and focuses on maximizing shareholder value through legal protections and market mechanisms.
โ๏ธ It developed in capitalist economies where there is a separation between ownership and control, allowing professionals (managers) to run companies on behalf of dispersed shareholders.
๐น Historical Background and Development
๐ Developed by:
No single inventor. It evolved naturally over time from legal, economic, and institutional developments in Anglo-American economies.
๐ค Influenced by:
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๐ง Adam Smith (18th century): Highlighted the tension between managers and owners.
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๐ Berle & Means (1932): The Modern Corporation and Private Propertyโexplained the separation of ownership and control.
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๐ Agency Theory (1976) by Jensen & Meckling: Explored the conflict of interest between principals (shareholders) and agents (managers).
๐ Modernization:
In the 1980sโ1990s, global financial markets and corporate scandals led to further formalization of governance practices.
๐น Order of Authority in the Anglo-Saxon Model
Hereโs the hierarchy of power and accountability in this model:
1๏ธโฃ ๐๏ธ Shareholders (Top Authority)
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Role: Owners of the company.
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Powers:
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Elect the Board of Directors.
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Vote on major decisions (e.g. mergers, director appointments).
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Accountability: Noneโthey are the principal stakeholders.
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๐ Goal: Profit and return on investment.
2๏ธโฃ ๐งโโ๏ธ Board of Directors
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Role: Strategic oversight on behalf of shareholders.
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Powers:
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Hire/fire executives.
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Set broad policy and approve major decisions.
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Accountability: Directly to Shareholders.
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โ Includes both executive and independent non-executive directors.
3๏ธโฃ ๐ Managers (Executive Management)
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Role: Run the company day-to-day.
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Powers:
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Operational decision-making.
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Implement strategy set by the board.
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Accountability: To the Board of Directors.
4๏ธโฃ ๐จโ๐ผ Employees
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Role: Carry out the companyโs tasks and operations.
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Powers:
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Limited to their job functions.
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Accountability: To Managers.
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โ No direct role in corporate governance.
5๏ธโฃ ๐ค Trade Unions
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Role: Advocate for employee rights (pay, safety, working conditions).
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Powers:
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External influence through negotiation or industrial action.
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Accountability: Represent Employees, not part of the corporate governance structure.
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โ Not formally involved in governance decisions.
๐น Key Principles and Characteristics
๐งฉ Feature | ๐ Description |
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Ownership Structure | Widely dispersed shareholders. |
Corporate Objective | Maximize shareholder value. |
Legal Framework | Strong investor protection under common law. |
Board System | Unitary board with mixed executive and non-executive roles. |
Market Controls | Markets (capital, labor, product) discipline firms. |
Transparency & Disclosure | High standards enforced by regulators and stock exchanges. |
๐น Strengths & Weaknesses
โ Strengths
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Strong protection for investors.
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Transparency through disclosure laws.
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Market pressures promote efficiency.
โ Weaknesses
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Emphasis on short-term profits.
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Weak internal control due to dispersed ownership.
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High executive compensation, sometimes misaligned with performance.