The Governance Library curated by Matthew Doyle
Board Room · Governing Across Borders
Case study · UK · US · DE · JP · CN
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Board Room · Comparative · Series Finale
Governing Across Borders
Board architecture in five jurisdictions.
Thought experiment
Same woman. Same bank. Same crisis.
If NatWest had been headquartered in Frankfurt rather than Edinburgh, Alison Rose would almost certainly not have been a director of the bank at all.
Five axes of difference
Before the jurisdictions — what actually differs.
I
Architecture
Unitary vs two-tier. UK/US/JP/AU unitary; DE/NL/CN two-tier; FR mixed.
II
Regulatory style
Comply-or-explain (UK, SG, HK) vs statutory (US SOX, EU Directives, CN).
III
Stakeholder reach
Shareholder-primacy (US) vs stakeholder-inclusive (UK s172, DE, FR, CN, JP).
IV
Diversity
Quotas (NO, DE, FR, EU from 2026) vs targets (UK Parker, Women Leaders).
V
Remuneration
Binding (UK) vs advisory (US) vs SASAC caps (CN) vs Stewardship Code pressure (JP).
Five jurisdictions · the working list
The five regimes — one sentence each.
UK
Comply-or-explain
Unitary. Principle-based. ARGA from 2026 adds enforcement. Code + CA2006 s172.
US
Delaware + SOX
Statutory-heavy. Chair-CEO often combined (LID counterweight). Chancery Court litigation-driven.
DE
Aktiengesetz
Two-tier by statute. Vorstand + Aufsichtsrat. Codetermination (up to 50% employee reps).
JP
2015 CG Code
Code-driven, investor-led. Kaicho convention. One-third independent on Prime Market.
CN
Company Law 2023
Two-tier + Party committee. CSRC Code. HKEx alternative for HK listings.
Five comparative decisions
What changes substantively depending on the regime you sit inside.
Chair-CEO · employee voice · shareholder rights · audit · diversity.
Chair–CEO, employee voice, shareholder rights
How the first three axes actually play.
I
Chair-CEO separation
UK default. US choice. DE/CN impossible. JP: predecessor-as-kaicho — a third model.
II
Employee voice
Mitbestimmung (DE) most developed. FR worker directors 2013. UK 2018 Code three-option comply-or-explain.
III
Shareholder rights
UK enlightened-shareholder-value · US shareholder-primacy · DE one-of-many-stakeholders · JP rebalancing · CN state/Party/minority categorically distinct.
Audit, diversity · and the UK's ARGA transition
The last two axes — plus a live UK shift.
IV
Audit function
SOX globally influential. EU 2014 Directive. UK mid-reform (ARGA). CN post-Luckin / PCAOB 2022. JP post-Toshiba.
V
Diversity composition
Quotas in NO, FR, DE, IT. EU Gender Balance Directive from 2026. UK targets. JP/CN disclosure-only.
VI
UK · ARGA
FRC → ARGA from 2026. Code-setting stays; enforcement powers grow. Partial re-positioning on the regulatory axis.
Part II · Applying the framework
Five axes. Five jurisdictions. Two cases — NatWest and Unilever — re-read through each.
NatWest · reread through four comparative jurisdictions
How the chair-CEO crisis plays out elsewhere.
DE
Rose on Vorstand, Davies on Aufsichtsrat. Supervisory board votes the resignation — with employee reps.
Aufsichtsrat
US
Rose possibly chair+CEO with LID counterweight. Class-action faster than regulator. Viewpoint-discrimination litigation.
Chancery
JP
Predecessor-as-kaicho chairs the response — not an independent chair. Stewardship Code, not TSC, is the lever.
Kaicho
CN
Party committee consulted on major-issue CEO departure. Political exposure = regulatory requirement, not reputational problem.
Party
Substance consistent · Form variable.
Stylised counterfactual · not a full-system model. Transplant carefully.
Three honest qualifications
Comparative governance — the traps.
I
Transplant risk
Governance institutions shaped by legal origins (La Porta et al.), political economy (Roe). Form without substrate = category error.
II
OECD illusion
2023 Principles = shared grammar, thin consensus. Substantively agnostic on most decisions.
III
Regulatory drift
Borrowing is politically driven, not evidence-driven. SOX, EU Directives, CN 2018/2023 reforms. Skepticism warranted.
Three things to carry forward.
A reading
Roe, Political Determinants of Corporate Governance (2003). Paired with the OECD 2023 Principles of Corporate Governance — the shared grammar, honestly thin.
A question
Which governance norm is your board currently importing from another jurisdiction — and do you understand the legal, ownership, and political substrate that made it work where it originated?
The wider library
All six Board Notes · Ethics Room Note 02 s.172 · Risk Room Note 01 3LoD · Strategy Room Note 14 primacy-vs-capitalism.
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