As mentioned, this article believes that because of the way corporation in UK
and US raise their capital through financial market has created different pattern of
corporate governance system through the result of the diversification of share
ownership, this differences can be compared between US and Japan where both statue
a one tier board system. The system and structure of corporation is so important
because it can address the corporate governance problem and effectiveness in
different system at different places, at the same time, it can be understood the
differences among corporate governance as well. As mention, the US and UK has an outsider model where share has been greatly diverse, therefore, the separation of
ownership and control can be widely seen in publicly trade company in UK and US.
As a result of the share diversification, practically, the board usually does the
selection of the board member itself. It is different than in Germany or many
countries that large shareholder/ stakeholder does the selection of the board member.