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The effectiveness of corporate governance codes can be vary depending on the various factors such as enforcement mechanism, cultural and institutional context and the commitment of companies to adhere the codes. While China has made efforts to strengthen its corporate governance framework, there have been ongoing discussions about the enforcement and effectiveness of these codes.

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1. Investor Education and Engagement: The Japanese government, regulators, and industry associations have taken steps to enhance financial literacy among investors, encourage shareholder activism, and foster dialogue between companies and their shareholders.

2. Shareholder Rights: Efforts have been made to strengthen shareholder rights in Japan. Measures include facilitating electronic voting, improving the proxy voting system, and ensuring fair treatment of minority shareholders. The aim is to empower shareholders and encourage active participation in corporate decision-making processes.

3. Disclosure and Transparency: Improving disclosure and transparency has been a crucial aspect of corporate governance reform in Japan. Companies are encouraged to provide clearer and more comprehensive information to shareholders and stakeholders. This includes timely financial reporting, disclosure of executive compensation, and information related to corporate strategy, risk management, and governance practices.

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c) How different code bring convergence to national system

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c) How different code bring convergence to national system

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- Cross-listing requirements: Many companies seek cross-listing on international stock exchanges, which often have their own corporate governance requirements. To meet these requirements, companies need to adopt governance practices that are in line with the international standards, thereby promoting convergence.

- International investors' expectations: International investors often consider corporate governance standards when making investment decisions. As companies strive to attract international investment, they may adopt governance practices that align with the expectations of these investors, contributing to convergence.

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-Implementation and enforcement: The effectiveness of corporate governance codes largely depends on the degree of implementation and enforcement by regulatory authorities. If the codes are not effectively implemented and enforced, companies may not feel compelled to adhere to the recommended practices.

-Shareholder engagement: The engagement of shareholders in monitoring and influencing corporate governance practices is essential. Shareholders, especially institutional investors, can play a significant role in holding companies accountable for their governance standards.

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How different codes bring convergence to national system

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How different codes bring convergence to national system

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1. The National Curriculum: The National Curriculum sets out what all pupils should be taught in primary and secondary schools. This ensures that all children have access to the same knowledge and skills, regardless of their background.

2. Employment Law: Employment law ensures that all employees are treated fairly and equally and have the same rights and protections. This helps to reduce inequality and promotes a more cohesive society.

3. Health and Safety Regulations: Health and safety regulations ensure that all workplaces are safe and healthy for employees. This helps to improve working conditions and reduces the risk of workplace accidents.

4. Building Regulations: Building regulations ensure that all buildings meet certain standards for safety and accessibility. This helps to ensure that everyone has access to safe and suitable accommodation.

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The effectiveness of corporate governance codes in the UK can be measured by their ability to improve corporate accountability, transparency, and ethical behavior.

The most recognized corporate governance code in the UK is the UK Corporate Governance Code, which sets out principles and recommendations on good governance practices for listed companies. Companies must disclose how they comply with these principles and explain any deviations.

Companies that follow the code also tend to have better relationships with stakeholders, including their investors, employees, and customers.

Overall, the UK Corporate Governance Code and other corporate governance codes in the UK have played an important role in improving corporate governance practices, but there is still room for improvement in terms of enforcement and applicability to all companies.

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The 'comply or explain' approach in UK corporate governance is a principle-based system in which companies are required to comply with the code or explain why they have chosen not to do so. This approach is meant to encourage companies to consider the principles of good governance, such as accountability, fairness, and transparency, and to adopt practices that align with these values.

Under the 'comply or explain' approach, companies must publicly report on their compliance with the UK Corporate Governance Code, which sets out the standards for good governance. If a company has chosen not to comply with specific provisions of the code, it must provide an explanation as to why it has made that decision and how it is complying with the principles of good governance in other ways.

The 'comply or explain' approach is intended to make companies more accountable for their actions and to encourage transparency and consistency in corporate governance practices. It gives companies the flexibility to adapt the principles of good governance to their specific circumstances, while still holding them to high standards of accountability and transparency.

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c) How different codes bring convergence to national system

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c) How different codes bring convergence to national system

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The Sarbanes-Oxley Act (SOX) is a United States federal law enacted in 2002 to improve corporate governance and enhance the accuracy and reliability of financial reporting for publicly traded companies. While SOX is specific to the U.S., its principles have had a significant influence on corporate governance practices worldwide. Here are some ways in which the codes of corporate governance under SOX have brought convergence to national systems:

Transparency and Disclosure: SOX emphasizes the importance of transparent financial reporting and disclosure of material information. Many countries have adopted similar provisions to enhance transparency and ensure accurate financial reporting. This convergence promotes consistency in reporting standards and improves investor confidence globally.

Independent Audit Committees: SOX mandates the establishment of independent audit committees composed of outside directors. This concept has been widely embraced by other countries, leading to the establishment of independent audit committees in their corporate governance frameworks. This convergence ensures greater oversight and independence in corporate decision-making.

Internal Controls:
SOX requires companies to establish and maintain effective internal control systems to safeguard assets and ensure reliable financial reporting. This focus on internal controls has prompted other nations to strengthen their internal control frameworks, leading to convergence in corporate governance practices

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Corporate governance codes are guidelines or frameworks that provide recommendations and best practices for the governance of companies. These codes aim to promote transparency, accountability, and ethical behavior within organizations, thereby protecting the interests of shareholders, stakeholders, and the broader public. The effectiveness of corporate governance codes can vary based on several factors. Here are some key points to consider:

Adoption and Compliance: The effectiveness of corporate governance codes depends on the degree of adoption and compliance by companies. If a significant number of companies voluntarily adopt and implement the code's provisions, it can have a positive impact on governance practices across the business sector.

Legal Framework: The effectiveness of corporate governance codes can be influenced by the legal framework within which they operate. Codes that are backed by legislation or regulatory requirements tend to have higher compliance rates and greater impact.

Enforcement Mechanisms: The presence of robust enforcement mechanisms is crucial for ensuring the effectiveness of corporate governance codes. Regulatory bodies or industry associations may have the authority to monitor compliance, conduct audits, and impose penalties for violations. Strong enforcement helps deter misconduct and promotes adherence to the code's principles.

Overall, the effectiveness of corporate governance codes depends on the commitment of companies, the legal and regulatory environment, enforcement mechanisms, and the active engagement of stakeholders. While codes can provide valuable guidance, they should be supported by other measures, such as strong legal frameworks, effective oversight bodies, and a culture of ethical conduct, to maximize their impact on corporate governance practices.

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(C) How different codes bring convergence to national system

Succeive UK codes of best practice have been based on the 'comply or explain' approach,  the rationale being that there is a need for flexibility (such as for small firms which may find it too costly to comply with all the recommendations) which would not be provided if a more prescriptive approach were to be adopted. The various codes have consistently emphasized the role of non-executive directors as well as institutional investors in corporate governance. However, it is as yet uncertain whether these actors are ever going to meet the expectations put on them by the regulators.

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Approach to corporate governance in US is rule based. A rules-based approach instils the code into law with appropriate penalties for transgression. The US model is enshrined into law by virtue of SOX. The example of rule based which is implemented in US is Diageo company. Which is them is the famous drink company renowned for its good governance including a comprehensive board diversity policy, clear presentation of remuneration policy and the last part is also do promotion of a code of business conduct.  SOX is a rules based approach to governance.  SOX is a rules-based approach to governance.
Firstly, SOX is extremely detailed and carries the full force of the law.
Secondly, SOX includes requirements for the Securities and Exchange Commission (SEC) to issue certain rules on corporate governance.
Thirdly, It is relevant to US companies, directors of subsidiaries of US-listed businesses and auditors who are working on US-listed businesses.

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(B) Effectiveness of CG codes-UK

1) The effectiveness of CG codes can be measured by evaluating the level of shareholder engagement and the responsiveness of companies to shareholder concerns. Corporate governance codes aim to protect shareholder rights and promote shareholder engagement. This include making sure shareholders are treated fairly, making it easier for them to participate in decision-making, and promoting effective communication between businesses and shareholders.

2) The CG code has a significant focus on risk management and internal controls. Companies required to have robust risk management systems in place to ensure that potential risks are identified, assessed, and managed effectively. This focus on risk management has helped companies proactively address risks and enhance their overall resilience.

3) CG codes in the UK place a strong emphasis on the value of transparent reporting and disclosure of relevant information. Companies must make their governance procedures, board make-up, compensation plans, and risk management frameworks public. Because of the increased transparency, stakeholders and investors may make wise judgements and hold businesses responsible for their deeds.

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1. Increased Transparency: Efforts to enhance transparency have led to improvements in corporate governance. The introduction of the Corporate Governance Code and requirements for disclosure have pushed companies to provide clearer and more comprehensive information to shareholders and investors. This has resulted in greater transparency regarding corporate strategies, governance practices, and financial reporting.

2. Shareholder Activism: Shareholder activism has gained momentum in Japan, with institutional investors and activist funds pushing for changes in underperforming or poorly governed companies. This activism has led to increased scrutiny of corporate practices, improved board accountability, and a greater focus on shareholder value creation.

3. Increased Role of Independent Directors: The Corporate Governance Code emphasizes the importance of independent directors in ensuring effective oversight and decision-making. Companies are encouraged to appoint independent directors who can provide objective viewpoints and challenge management when necessary. The presence of independent directors can help prevent conflicts of interest and improve corporate governance.

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The OECD has taken a two-track approach to improving corporate governance standards:

1. Development and diffusion of the OECD Principles. The OECD Principles of Corporate Governance are a set of voluntary guidelines that provide a framework for good corporate governance. They were first issued in 1999 and have been revised twice since then, most recently in 2015. The Principles cover five main areas:

The rights of shareholders and their protection

The equitable treatment of all shareholders

The role of stakeholders in corporate governance

Disclosure and transparency

The responsibilities of the board of directors

2. Active promotion of the use of the Principles. The OECD has actively promoted the use of the Principles through a variety of channels, including:

Publishing guidance on how to implement the Principles

Conducting peer reviews of countries' corporate governance frameworks

Providing technical assistance to countries that are seeking to improve their corporate governance standards

The OECD's approach to improving corporate governance has been successful in raising awareness of the importance of good corporate governance and in promoting the adoption of the Principles by countries around the world. The Principles have been endorsed by over 100 countries and are widely used as a benchmark for corporate governance reform.

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GROUP 3

(a) Approach used to improve CG
FROM SLIDE
1. Self-regulation
2. Comply or explain approach has given to listed companies such as companies in smaller size.
3. Emphasis on the role of board starting with the first code.
4. Emphasis reflects the UK corporate governance landscape.

INTERNET SOURCES
1. The approach that used by UK is comply or explain approach. This approach is a regulatory mechanism used in the UK as part of the codes of cooperate governance.   The comply or explain principle stipulates that corporation should company with the Corporate Governance Code or explain reasons why they do not comply. This purpose of this approach is building trust.  Companies and their broad of directors must be committed to achieve good corporate governance and build trust with the investors and shareholders on matters pertaining to good governance. Next, comply or explain also helps companies prevent box-ticking, thereby them to weight the provisions before they comply and also give some explanation if the provisions cannot be adopted.

2. Companies in UK are encouraged to recognise the contribution made by other providers of capital and to confirm the board’s interest in listening to the views of such providers.

3. Regulatory Oversight. Regulatory bodies such as the Financial Conduct Authority (FCA) and the FRC play a crucial role in overseeing corporate governance practices in the UK. They monitor compliance, investigate misconduct, and enforce governance standards.

4. Say on Pay: The UK has introduced measures to enhance transparency and accountability in executive remuneration. Listed companies are required to seek shareholders' approval for their remuneration policies and publish detailed reports on executive pay, including the link between pay and company performance

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The effectiveness of corporate governance codes developed by the OECD can vary depending on various factors such as the specific country or region implementing the codes, the level of adherence by companies, and the enforcement mechanisms in place. However, generally speaking, these codes have had a positive impact on corporate governance practices in many jurisdictions.

Improved investor protection: By promoting fair treatment of shareholders and protection of their rights, codes can increase investor confidence and attract both domestic and foreign investments.

Strengthened accountability: Codes emphasize the importance of accountability among directors, executives, and other stakeholders, encouraging
responsible decision-making and reducing the risk of misconduct.

Reduced risk of corruption: Strong corporate governance practices, as promoted by the codes, can help mitigate the risk of corruption, fraud, and other unethical behaviors within organizations.

It is important to note that the effectiveness of these codes depends on their adoption and implementation by companies and the commitment of regulators to enforce them. Some jurisdictions have made significant progress in aligning their corporate governance practices with OECD codes, while others may still have room for improvement.

Overall, the OECD corporate governance codes serve as valuable frameworks to guide companies towards best practices and foster a culture of responsible and ethical corporate behavior.

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c) How different codes bring convergence to national system

Different CG codes can bring convergence to national systems in a number of ways.

Providing a common set of principles and standards, CG codes can help to reduce the regulatory fragmentation that can exist between countries.

Promoting the adoption of best practices, CG codes can help to improve the quality of CG across countries.

Enhancing international cooperation: Convergence of CG codes fosters international cooperation and collaboration among policymakers, regulators, and industry practitioners. It provides a platform for sharing experiences, exchanging knowledge, and developing common standards, which in turn strengthens the global governance framework

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(C) How different codes bring convergence to national system 

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(C) How different codes bring convergence to national system 

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-Legal Codes and Regulations: Japan's legal system is based on civil law principles and is influenced by various codes and regulations. These legal frameworks establish the rules and guidelines for conducting business, protecting rights, and ensuring compliance. For example, the Civil Code governs civil relationships, the Commercial Code regulates business activities, and the Labor Standards Act sets labor-related regulations. These codes provide a foundation for convergence by establishing uniform rules across different sectors and ensuring consistency in legal practices.

-Industry Standards: Japan places significant emphasis on industry standards to promote convergence and ensure interoperability among different players. Organizations such as the Japanese Industrial Standards (JIS) and the International Organization for Standardization (ISO) develop and maintain standards across various industries. These standards enable compatibility, efficiency, and safety in sectors like manufacturing, technology, and services. By adhering to common standards, different stakeholders converge around a unified approach, fostering cooperation and driving overall system convergence.

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(B) Effectivenes of Corporate Governance codes

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(B) Effectivenes of Corporate Governance codes

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The C-G (Corporate Governance) code in Japan refers to a set of principles and guidelines aimed at improving corporate governance practices in the country. The code was first introduced in 2015 and was revised in 2018 to strengthen its effectiveness. While I don't have access to real-time data beyond my September 2021 knowledge cutoff, I can provide an overview of the code's general impact up until that point.

Overall, the C-G code in Japan has had a positive influence on corporate governance practices. It was developed in response to several corporate scandals that highlighted the need for stronger governance structures and increased transparency. The code aims to enhance board effectiveness, promote shareholder rights, and improve disclosure and transparency.

Since its implementation, many Japanese companies have made efforts to align their governance practices with the code's recommendations. These include establishing independent board directors, enhancing board diversity, adopting executive compensation systems tied to performance, and strengthening risk management and internal control systems.

One of the key achievements of the C-G code has been the increased participation of independent directors on corporate boards. Prior to the code's introduction, many Japanese companies had board structures dominated by insiders or representatives of business groups. The code's emphasis on independent directors has helped diversify perspectives and bring in external expertise to decision-making processes.

Furthermore, the code has contributed to improving shareholder rights and engagement. It encourages companies to establish policies and mechanisms that promote constructive dialogue with shareholders and ensure their voices are heard. Shareholder activism has seen some increase as a result of these changes, though it is still relatively less common compared to other developed economies.

However, it's worth noting that the impact of the C-G code varies among companies, with larger corporations generally making more progress than smaller ones. Compliance with the code is not mandatory, and some smaller companies may have been slower in adopting the recommended governance practices.

In summary, the C-G code in Japan has been effective in bringing about positive changes in corporate governance practices. It has contributed to enhancing board effectiveness, promoting shareholder rights, and improving transparency. However, ongoing evaluation and refinement of the code are necessary to ensure its continued effectiveness and address any challenges or gaps that may arise.

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1. How different codes bring convergence to national system(EU)

Price stability

Single Market and Free Movement: ensure free movement of goods, services, capital and people across members' states.

Common Agricultural Policy(CAP): It promotes sustainable agriculture, rural development,and food security while ensuring fair competition within the internal market

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a) Approaches to improve corporate governance in China
-Listing requirement : Imposed stricter listing requirements in stock exchange in China to ensure better corporate governance. Some of these requirements encompass the makeup of the board of directors, the inclusion of independent directors, and the obligations to disclose information.

-Disclosure and Transparency: Enhancing disclosure requirements and transparency standards can significantly improve corporate governance. China has been working on enhancing the quality and timeliness of corporate disclosures, ensuring accurate financial reporting, and reducing information asymmetry. This allows investors and stakeholders to make informed decisions and promotes accountability.

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Effectiveness of CG codes (EU)

Enables business to be set up and to carry out operations anywhere in the EU
Provide protection for shareholders and other parties with particular interest in companies such as employees and creditor
Make business more efficient,competitive and sustainable in the long term

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1. Approach used to improve CG (EU)

Corporate governance issues

EU company law rules also address corporate governance issues, focusing on relationships between a company's management, board, shareholders and other stakeholders, and therefore, on the ways the company is managed and controlled.

Shareholders rights Directive 2007/36/EC sets out rights for shareholders in listed companies

The 2008 Commision Implementing Regulation (EU) 2018/1212

Takeover bids Directive 2004/25/EC

2020 Capital Markets Union Action Plan

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(A) Approch used to improve Corporate Governance in Japan 

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(A) Approch used to improve Corporate Governance in Japan 

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-The Corporate Governance Code: In 2015, Japan introduced the Corporate Governance Code, which provides guidelines and best practices for companies to enhance their corporate governance structure. The code emphasizes the importance of board independence, transparency, and accountability.

-Shareholder Engagement: Encouraging active shareholder engagement is another crucial aspect. Institutional investors are encouraged to exercise their voting rights and engage with companies on corporate governance matters. This helps align the interests of shareholders and management, fostering better corporate governance practices

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c) How different codes bring convergence to national system

Different codes can bring convergence to national system by creating a standardized method of communication that can be used across different industries and sectors. This can help to streamline processes and reduce confusion, leading to greater efficiency and productivity.

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Grp 13 - Impact of harmonizing CG regulation on concentrated ownership and control

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Grp 13 - Impact of harmonizing CG regulation on concentrated ownership and control

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1. Diversification of Ownership: Concentrated ownership structures, where a few major shareholders hold significant control, are common in some European countries. Harmonized regulations can promote diversification of ownership by encouraging the dispersion of shares among a broader investor base. This diversification can dilute the power of controlling shareholders and foster a more competitive corporate landscape.
2. Improved Transparency and Accountability: Harmonizing CG regulations can result in improved transparency in financial reporting and business decision-making. Concerns about information asymmetry between concentrated owners and minority shareholders may be alleviated as a result. It may be more difficult for controlling shareholders to exercise excessive control without sufficient responsibility if there are transparent reporting and disclosure requirements.
3. Attract more foreign investments and improve market efficiency by fostering investor confidence. Investors often prefer jurisdictions with robust corporate governance frameworks, as they provide a level playing field and reduce the risk of abuse or mismanagement by controlling owners.
4. By guaranteeing fairness, encouraging shareholder engagement, and easing the exercise of voting rights, unified regulations may promote shareholder rights. As a result, minority shareholders may feel more empowered and concentrated owners may find it harder to control decision-making. Additionally, it might inspire institutional investors to become more involved in corporate governance, which might weaken a position of concentrated power.
5. The rights and interests of minority owners have been given stronger protection as part of the European Union's efforts to harmonise regulations. To do this, steps must be taken to guarantee fairness in business dealings, make it possible for shareholders to exercise their voting rights effectively, and create channels for minority shareholders to express their concerns. Greater protection from potential misuse by controlling owners is offered by these measures.

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GROUP2 (C)Convergence of National Systems through Different Codes:

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GROUP2 (C)Convergence of National Systems through Different Codes:

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a. International Organizations and Initiatives: Organizations such as the Organisation for Economic Co-operation and Development (OECD) and the International Corporate Governance Network (ICGN) work towards promoting globally accepted principles of corporate governance. Their initiatives and guidelines can influence national systems and encourage convergence.

b. Benchmarking and Peer Pressure: When companies in one country adopt and implement a corporate governance code that is considered best practice, it can create a benchmark for other countries. Peer pressure and competition can motivate other countries to adopt similar codes to enhance their own governance standards and attract investment.

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GROUP 2  (B)Effectiveness of Corporate Governance Codes

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GROUP 2  (B)Effectiveness of Corporate Governance Codes

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The effectiveness of corporate governance codes can vary depending on several factors:

a. Voluntary vs. Mandatory: Some codes are voluntary, meaning companies can choose whether to adopt them or not. In such cases, the effectiveness relies on the willingness of companies to voluntarily implement the code. Mandatory codes, on the other hand, carry legal obligations, which can enhance their effectiveness.

b. Awareness and Understanding: The level of awareness and understanding of the code among directors, executives, and stakeholders is essential. Adequate education and training programs can contribute to better implementation and effectiveness of the code.

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a. Regulatory Approach: Regulatory bodies such as the Securities and Exchange Commission (SEC) play a crucial role in setting and enforcing corporate governance rules and regulations. They establish guidelines and requirements for transparency, accountability, and disclosure.

b. Legal Approach: Laws and regulations, such as the Sarbanes-Oxley Act (SOX), can help improve corporate governance by addressing issues related to financial reporting, internal controls, and corporate accountability.

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a) Approch used to improve CG

To improve corporate governance in China, various approaches have been undertaken. Some of the key measures include:

1. Regulatory Reforms: China has implemented regulatory reforms to enhance corporate governance standards. This includes the introduction of laws, regulations, and guidelines that emphasize transparency, accountability, and shareholder rights. For example, the "Company Law" and the "Securities Law" have been revised to strengthen corporate governance requirements.

2. Independent Directors: China has encouraged the appointment of independent directors on corporate boards. Independent directors are expected to provide objective judgment and protect the interests of shareholders. They play a crucial role in overseeing management decisions and improving corporate governance practices.

3. Shareholder Activism: Shareholders' rights and participation in corporate decision-making have been promoted. China has taken steps to encourage shareholder activism through mechanisms such as shareholder meetings, voting rights, and the protection of minority shareholders. This allows shareholders to have a say in important matters and hold management accountable.

4. Enhanced Disclosures and Transparency: China has emphasized the importance of accurate and timely disclosure of financial and non-financial information by listed companies. This enables investors and stakeholders to make informed decisions and enhances market transparency. Improved disclosure requirements contribute to better corporate governance practices.

5. Strengthening Auditing and Accounting Standards: China has been working on enhancing auditing and accounting standards to ensure the reliability of financial statements. This includes implementing stricter regulations for auditors, promoting professional ethics, and aligning accounting standards with international practices.

6. Corporate Social Responsibility (CSR): Encouraging companies to adopt CSR practices has become an integral part of corporate governance efforts in China. This involves promoting sustainable and responsible business practices, including environmental protection, social welfare, and ethical conduct.

It's important to note that these approaches are continuously evolving, and China's commitment to improving corporate governance remains an ongoing process.

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c) How different codes bring convergence to national system in Japan

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c) How different codes bring convergence to national system in Japan

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1. Alignment with International Standards: The codes in Japan often draw inspiration from international corporate governance standards and guidelines. They incorporate elements from frameworks such as those developed by the Organization for Economic Co-operation and Development (OECD). By aligning with global standards, the codes contribute to convergence with international norms and practices, making Japan's corporate governance system more compatible and comparable with other countries.

2. Independent Directorship: The Corporate Governance Code places emphasis on the appointment of independent outside directors. This practice aligns with international governance norms and contributes to the convergence of Japan's corporate governance system with global practices. The inclusion of independent directors helps mitigate conflicts of interest, improves board effectiveness, and brings diverse perspectives to decision-making processes.

3. Standardization of Best Practices: Codes establish a set of best practices and principles that companies are encouraged to follow. By providing a standardized framework, these codes create a common understanding of what constitutes good corporate governance. This convergence towards a shared set of practices helps align companies and investors in their expectations and promotes consistency across the national system.

Overall, the implementation of different codes in Japan brings convergence to the national system of corporate governance by setting standardized practices, aligning with international standards and encouraging institutional investor engagement. These efforts help create a more consistent and robust corporate governance framework in Japan that aligns with global best practices and facilitates comparability with other countries.

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How different codes bring convergence to national system in EU (GROUP 8)

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How different codes bring convergence to national system in EU (GROUP 8)

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1. Harmonization of Standards: CG codes can help harmonize standards by providing a common set of principles, guidelines, and best practices that companies across EU member states can adopt. These codes aim to align governance practices, enhance transparency, and promote accountability, thereby facilitating convergence among national systems.

2. EU Directives: The EU has introduced directives that establish minimum requirements for CG in member states. These directives provide a framework for CG practices and encourage convergence by setting common standards that countries must incorporate into their national laws. The implementation of these directives helps bring consistency and convergence to CG practices across the EU.

3. Peer Pressure and Benchmarking: CG codes create a benchmark against which companies can compare their practices. This encourages peer pressure among companies and stakeholders to adopt and adhere to the best practices outlined in the codes. As companies strive to meet the expectations set by the codes, it promotes convergence in governance practices across different national systems.

Overall, through the harmonization of standards, EU directives, peer pressure, institutional investor influence, listing requirements, cross-border transactions, and knowledge sharing, CG codes play a significant role in bringing convergence to national systems in the EU.

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b) Effectiveness of CG codes in EU (GROUP 8)

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b) Effectiveness of CG codes in EU (GROUP 8)

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1. Compliance and Adoption: The degree of compliance and adoption of CG codes by companies is a crucial factor. If a significant number of companies adhere to the CG codes and implement their recommendations, it indicates that the codes are being taken seriously and have practical value.

2. Transparency and Disclosure: CG codes often emphasize transparency and disclosure requirements for companies. The effectiveness of CG codes can be measured by the extent to which companies provide clear and comprehensive disclosures about their governance practices, including board composition, remuneration policies, risk management, and other key areas.

3. Accountability and Board Independence: CG codes often emphasize the need for board independence and accountability. The effectiveness of CG codes can be evaluated by assessing whether boards are functioning independently, conducting effective oversight, and being held accountable for their decisions and actions.

It is important to note that the effectiveness of CG codes can vary across different countries and organizations within the EU. Regular evaluation, monitoring, and revisions of CG codes are necessary to address emerging challenges and continuously enhance corporate governance practices in the EU.

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a) Approach used to improve CG in EU (GROUP 8)

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a) Approach used to improve CG in EU (GROUP 8)

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1. Regulatory Framework: The EU has established a robust regulatory framework to enhance CG practices. This includes directives such as the EU Shareholder Rights Directive and the Non-Financial Reporting Directive, which aim to strengthen shareholder rights, transparency, and disclosure requirements for companies.

2. Corporate Governance Codes: Many EU member states have developed corporate governance codes that provide guidelines and best practices for companies to follow. These codes typically cover areas such as board composition, independence, remuneration, and risk management.

3. Shareholder Engagement: Efforts have been made to promote shareholder engagement and activism in the EU. Shareholders are encouraged to actively participate in company decision-making, exercise voting rights, and hold boards accountable.

It's important to note that the approaches to improving CG in the EU are dynamic and subject to ongoing evaluation and refinement. The EU continues to monitor and adapt its regulatory framework to address emerging challenges and promote effective corporate governance practices.

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Refer to  this table for the countries' assigned to group