Corporate Governance in Listed Companies and Market-Driven Management

The characteristics of the listing markets and the degree of dispersion of companies’ capital stock tend to emphasise different levels of market orientation, which appear to be linked to: the models of corporate governance adopted; certain conditions that regulate the mandate receive; how governance is exercised. In particular, for listed companies, capital market orientation is conditioned by the dominance of an insider or outsider system, by the parties that appoint the governance organs and by the stakeholder that are represented in the administrative and supervisory organs. The chapter underlines the differences existing in the various countries, the characteristics of the stock markets and the composition of corporate stockholder structures by means of a research on the composition of corporate governance bodies in the ten most capitalised companies listed in Usa (representative of outsider system and one-tier corporate governance model), in Germany (representative of insider system and two-tier 'Rhenish' corporate governance model), in Italy (representative of insider system and choice among one-tier, vertical two-tier and horizontal two-tier corporate governance models).