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Title: The role of institutional shareholders in the UK approach to corporate governance : the possible contribution of duties under Company law and Trust law
Author: Hafeez, Malik Muhammad
ISNI:       0000 0004 2707 3330
Awarding Body: University of Aberdeen
Current Institution: University of Aberdeen
Date of Award: 2011
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Corporate governance refers to a complementary set of legal, economic and social institutions to protect the interests of corporate owners by securing long-term corporate stability. A corporate governance system is comprised of a wide range of practices and institutions, from accounting standards and laws concerning financial disclosure, through executive compensation, to the size and composition of corporate board all envisaging monitoring responsibility on the part of the investors to protect them from expropriation by managers. Managers’ power and prestige in running a large and powerful corporation give them superior access to inside information and thus a privileged position as compared to the numerous and dispersed shareholders. The principal concern of the present work is the UK-model of corporate governance and the role of institutional shareholders in the governance of their investee companies listed on the London Stock Exchange. The proportion of the listed UK equity market owned by major shareholders grew enormously between the early 1960s and 2008. Whereas in the early 1930s, individual investors had 80% of the securities traded on the London Stock Exchange, now the ownership structure of public listed companies has significantly changed so that institutional investors have become the dominant players on the British financial market with 88.7% share-ownership of listed companies. This significant growth of institutional ownership has coincided with the emergence of self-regulatory corporate governance practices. The British model has played a pioneering role for the development of a self-regulatory approach to corporate governance framework from the Code of Best Practices 1992 to the Combined Code 2008 and the UK Corporate Governance Code 2010 and the Stewardship Code 2010. The self-regulatory approach on the basis of the ‘comply or explain’ principle adopted by the British model has now been in operation for the last two decades. The operational flexibility of the ‘comply or explain’ approach not only encourages the companies to adopt the general spirit of the code rather than the letter but also takes into account the monitoring responsibility of the institutional investors. This latter feature of the UK approach is based on the assumption that institutions have an economically-rational self-interest to monitor and actively engage with their investee companies to evaluate the veracity of their disclosure statements and thus to protect their investments.The crucial question asked by this thesis, however, is why institutional investors are not behaving as the model expects them to and thus why they have in fact been acting as ‘absentee owners’. Their perfunctory monitoring behaviour by adopting a ‘box-ticking’ approach on the basis of a ‘comply or perform’ analysis appears to have contributed significantly to the financial crisis. This thesis moves on from this observation, however, in order to consider whether there is anything that can be done to improve the monitoring behaviour of institutional investors. In this regard, it begins by noting that institutional investors are not homogeneous; some are companies while others are trusts; they face different problems of collective action, short-termism, conflicts of interest and managerial manipulation. The thesis accordingly considers whether there are any existing powers and remedies within company law and trust law that could be brought to bear in order to encourage or even enforce improved monitoring by institutional investors within the UK’s corporate governance model, which even in the aftermath of the financial crisis remains steadfastly wedded to self-regulation.
Supervisor: Not available Sponsor: Not available
Qualification Name: Thesis (Ph.D.) Qualification Level: Doctoral
EThOS ID:  DOI: Not available
Keywords: Corporate governance ; Institutional investments ; Company Law