The Role of Stock Exchanges in Corporate Governance

Abstract

Historically, the main direct contribution of exchanges to corporate governance has been listing and disclosure standards and monitoring compliance. Stock exchanges have established themselves as promoters of corporate governance recommendations for listed companies. Demutualisation and the subsequent self-listing of exchanges have spurred debate on the role of exchanges.Regulators have been concerned about conflicts of interest between exchanges' for-profit activities and their regulatory responsabilities. The conversion of exchanges to listed companies is thought to have intensified competition. And, the sharper competition has forced the question of whether there is a risk of a regulatory 'race to the bottom'. Recently, the rise of alternative trading systems (ATS), first in the United States and then in Europe have had a profound impact. Their existence has induced exchanges to cut fees and in some cases launch their own off-exchange trading platforms. The effect of ATSs on corporate governance is not clear. Two practical concerns voiced so far are, first, that trading fragmentation may reduce the transparency of the markets for corporate control and adverse consequences for price discovery. Secondly, exchanges are uneasy about the prospect of having to continue performing their traditional regulatory and other corporate-governance enhancing functions amid a shrinking revenue base.