The Effectiveness of Corporate Governance in One-Tier and Two-Tier Board Systems – Evidence from the UK and Germany –

TLDR: In this article, the authors provide an empirical test of the effectiveness of two systems of corporate governance, namely, the two-tier supervisory board and the one-tier board, for the largest companies listed on the stock exchanges in Frankfurt and London over a total of 400 financial years.

Abstract: Germany and the UK are paradigms of systems in which the control of managing directors of companies either lies in the hand of a separate supervisory board (two-tier system) or is an additional task of the board itself (one-tier system). This paper provides for an empirical test of the effectiveness of both systems of corporate governance. The analysis of the financial performance and board turnover of the largest companies listed on the stock exchanges in Frankfurt and London over a total of 400 financial years establishes that both systems are effective means of control. Yet the analysis also demonstrates that it is not possible to assign superiority to either of them. Therefore, the often raised question as to whether one of the two systems will finally prevail and whether there will be ultimate convergence of both systems, has to be answered in the negative. As the discussion of the strengths and weaknesses will show, however, there is still scope for improvements in each of the two board models.