Det frie valg af ledelsesmodeller: I et Corporate Governance perspektiv

Katia Tórsheim & Marianne Ploug

Student thesis: Master thesis

Abstract

Along with the modernization of the Danish company law, Danish companies have been given the opportunity to choose between a one-tier and a two-tier model. Because of this, a new term has been introduced in Denmark: “Tilsynsrådet” (supervisory board). This thesis focuses on the Danish companies’ newly found option to choose between the one-tier and two-tier model and the purpose is to find out whether a board or a supervisory board is the best solution for the characteristic Danish ownership structures. We base our thesis question on the principal-agent theory and deal with the factors affecting boards as far as Corporate Governance is concerned. In addition to this, parts of the Recommendations on Corporate Governance have been discussed. This subject has become very interesting due to an increased number of scandals in Denmark concerning management of companies. The differences between the one-tier and the two-tier model in Denmark concern the duties of and the possibility to be a member of both management bodies. To find the strengths and weaknesses of the one-tier and two-tier model, we have compared the Danish one-tier and two-tier model to the English one-tier model and the German two-tier model. These strengths and weaknesses are used to analyze which of the Danish one-tier or two-tier model is the best fitted for the characteristic Danish ownership structures: Dominant/concentrated ownership, family ownership, foundation ownership and foreign ownership. On this basis we use game theory to analyze whether the Danish one-tier or two-tier model is more efficient compared to the Danish ownership structures. The Recommendations of Corporate Governance are aimed at listed companies. It is argued that this fact does not influence the companies’ choice of management model, however the Recommendations can supply the management of its duties. The non-listed companies can therefore benefit from complying with the Recommendations. Based on our study we have concluded that the traditional Danish model is efficient for all of the chosen ownership structures and because of this, the newly found opportunity to choose between the one-tier and two-tier model will have a limited effect for large Danish companies in the future – listed as well as non-listed.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2010
Number of pages128