Varieties of private self-regulation in European capitalism: corporate governance codes in the UK and Germany

Abstract

Voluntary codes of best practice have become increasingly prominent in corporate governance regulation. Given their similarity in focus and substance, the global spread of private self-regulation in corporate governance is often attributed to the rise of institutional investors and seen as signalling a global convergence of standards among the traditionally divergent national corporate governance systems. Drawing on institutionalist approaches of Comparative Political Economy, we argue that national code developments are strongly shaped by national state– economy relationships, in particular by domestic ‘key coalitions’. Comparing the emergence of corporate governance codes in the UK and Germany, our study reveals marked differences with respect to the formulation, substance and function of codes in national corporate governance. In the UK, the code largely reflects the demands of institutional investors for stricter standards. In contrast, members of the traditional German ‘stakeholder coalition’ pushed for a code that was intended to be more of a marketing than a regulatory instrument.