Corporate management: Ownership, control and shareholders' rights

In: Privredna izgradnja, Band 48, Heft 3-4, S. 211-229

Abstract

In spite of extent of economy development in one country, every corporation faces up with same problems connected with corporate governance. Problems are ownership, shareholders rights and control. The way to acquire ownership is by buying shares of company. Ownership is connected with making essential decisions in corporation like changing statute of firm, allowing new stock market flotation, etc. There are two types of ownership: widespread or dispersed ownership and concentrated ownership. Dispersed ownership is characteristic of Anglo-Saxon countries (United Kingdom and United States) where one-tier system is representative model of corporate governance. Dispersed ownership means that every single packet of shares is smaller than 20% of total shares in corporation. On the other hand concentrated ownership characterizes presence of ultimate owner(s) in company. Ultimate owner is person who holds more than 20% of shares in firm. If shareholder holds more than 50% of shares he is major shareholder what means that he has control over company. Concentrated ownership is characteristic of continental Europe and Japan where is presented two-tier model of corporate governance. Law and other institutional rules, like rules for listed companies of stock market, must guarantee the shareholder rights. Today, every country accepts Principles of Corporate Governance published by the Organization for Economic Cooperation and Development. Further more, the transitional countries, as Russia, must pass and respect laws, which protect shareholders rights. Control of management is one of the ways to protect shareholder rights. Control could be internal and external. Audit or Supervisory board is main part of internal control. Independent external auditor who is in relation with company does external control by contract of giving services. It is important that all auditors (internal of external) be independent of management of corporations. In this paper, we try to adduce main problems of modern corporate governance as ownership control and shareholders rights.