文档介绍：外文文献翻译
原文:
Alternative Internal Controls as Substitutes of
the Board of Directors
Carlos Fernández Rubén Arrondo
Empirical literature on corporate governance often assumes independence among different control mechanisms. However, different studies in the Anglo-Saxon context find that control mechanisms are interrelated. The Spanish corporate governance system, unlike the Anglo-Saxon one, is characterised by the dominance of internal controls, mainly the stock ownership concentration and the board of directors. In this internal control context, we specifically analyse the possible substitution of the supervisory potential of the board outsiders by the incentive effects derived from managerial stock ownership and the supervisory role of large shareholders. Our main results show a negative relationship between the proportion of outside directors and managerial and large blockholders’ ownership stake. These findings support the substitution among internal controls and suggest that Spanish firms form an efficient conglomerate of managerial controls, in which deficiencies in a single mechanism can pensated by the action of an alternative one.
A recent group of studies in the area of corporate governance recognise the possible existence of interactions among the different control mechanisms. In this sense, Williamson (1983) states the substitution hypothesis between internal and external control mechanisms, according to that, when the takeover market is weak, as in the case of the Spanish market, there is a greater role for internal control mechanisms.
The alternative control mechanisms are grouped forming the corporate governance system. Traditionally these systems have been classified as external (market oriented) and internal (network oriented).The external systems, dominant in Anglo-Saxon economies, are based on the control exerted by the markets. These systems are characterised by the
existence of a highly developed and liquid capital market, with a high amo