Chapter 10. Corporate Governance. Copyright 2004 South-Western All rights reserved.
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1 1 Chapter 10 Corporate Governance PowerPoint slides by: R. Dennis Middlemist Colorado State University 2 Corporate Governance Copyright 2004 South-Western All rights reserved. Corporate governance is: A relationship among stakeholders used to determine and control the strategic direction and performance of organizations Concerned with making strategic decisions more effectively Used to establish order between a firm s owners and its top-level managers whose interests may be in conflict 3 Copyright 2004 South-Western. All rights reserved Internal Governance Mechanisms Relative amounts of stock owned by individual shareholders and institutional investors Individuals responsible for representing the firm s owners by monitoring top-level managers strategic decisions Copyright 2004 South-Western. All rights reserved. 10 3
2 4 Internal Governance Mechanisms Executive Compensation Use of salary, bonuses, and long-term incentives to align managers interests with shareholders interests 5 Copyright 2004 South-Western. All rights reserved External Governance Mechanisms Market for Corporate Control Purchase of a firm that is underperforming relative to industry rivals in order to improve its strategic competitiveness 6 Copyright 2004 South-Western. All rights reserved Separation of and Managerial Control Basis of the Modern Corporation Shareholders purchase stock, becoming residual claimants Shareholders reduce risk by holding diversified portfolios Professional managers are contracted to provide decision making Copyright 2004 South-Western. All rights reserved. 10 6
3 7 Separating and Managerial Control Modern public corporation form leads to efficient specialization of tasks: Risk bearing by shareholders Strategy development and decision making by managers 8 Copyright 2004 South-Western. All rights reserved An Agency Relationship Hire and create 9 Figure 10.1 Copyright 2004 South-Western. All rights reserved Agency Relationship Problems Principal and agent have divergent interests and goals Shareholders lack direct control of large, publicly traded corporations Agent makes decisions that result in the pursuit of goals that conflict with those of the principal It is difficult or expensive for the principal to verify that the agent has behaved appropriately Agent falls prey to managerial opportunism Copyright 2004 South-Western. All rights reserved. 10 9
4 10 Managerial Opportunism The seeking of self-interest with guile (cunning or deceit) Managerial opportunism is: An attitude (inclination) A set of behaviors (specific acts of self-interest) Managerial opportunism prevents the maximization of shareholder wealth (the primary goal of owner/principals) 11 Copyright 2004 South-Western. All rights reserved Response to Managerial Opportunism Principals do not know beforehand which agents will or will not act opportunistically Thus, principals establish governance and control mechanisms to prevent managerial opportunism Copyright 2004 South-Western. All rights reserved Examples of the Agency Problem Possible Problems Product diversification Increased size, and relationship of size to managerial compensation Reduction of managerial employment risk Use of Free Cash Flows Managers prefer to invest these funds in additional product diversification (see above) Shareholders prefer the funds as dividends so they control how the funds are invested Copyright 2004 South-Western. All rights reserved
5 13 Manager and Shareholder Risk and Diversification 14 Figure 10.2 Copyright 2004 South-Western. All rights reserved Agency Costs and Governance Mechanisms Principals may engage in monitoring behavior to assess the activities and decisions of managers However, dispersed shareholding makes it difficult and inefficient to monitor management s behavior Boards of Directors have a fiduciary duty to shareholders to monitor management However, Boards of Directors are often accused of being lax in performing this function 15 Copyright 2004 South-Western. All rights reserved Governance Mechanisms (a) Large block shareholders have a strong incentive to monitor management closely: Their large stakes make it worth their while to spend time, effort and expense to monitor closely They may also obtain Board seats which enhances their ability to monitor effectively Financial institutions are legally forbidden from directly holding board seats Copyright 2004 South-Western. All rights reserved
6 16 (b) The increasing influence of institutional owners (stock mutual funds and pension funds) Have the size (proxy voting power) and incentive (demand for returns to funds) to discipline ineffective top-level managers Can affect the firm s choice of strategies 17 Copyright 2004 South-Western. All rights reserved (c) Shareholder activism: Shareholders can convene to discuss corporation s direction If a consensus exists, shareholders can vote as a block to elect their candidates to the board Proxy fights There are limits on shareholder activism available to institutional owners in responding to activists tactics 18 Copyright 2004 South-Western. All rights reserved (a) Board of directors Group of elected individuals that acts in the owners interests to formally monitor and control the firm s top-level executives Board has the power to: Direct the affairs of the organization Punish and reward managers Protect owners from managerial opportunism Copyright 2004 South-Western. All rights reserved
7 19 (b) Composition of Boards: Insiders: the firm s CEO and other top-level managers Related Outsiders: individuals uninvolved with day-to-day operations, but who have a relationship with the firm Outsiders: individuals who are independent of the firm s day-today operations and other relationships 20 Copyright 2004 South-Western. All rights reserved (c) Criticisms of Boards of Directors include: Too readily approve managers self-serving initiatives Are exploited by managers with personal ties to board members Are not vigilant enough in hiring and monitoring CEO behavior Lack of agreement about the number of and most appropriate role of outside directors 21 Copyright 2004 South-Western. All rights reserved (d) Enhancing the effectiveness of boards and directors: More diversity in the backgrounds of board members Stronger internal management and accounting control systems More formal processes to evaluate the board s performance Adopting a lead director role Changes in compensation of directors Copyright 2004 South-Western. All rights reserved
8 22 Executive Compensation (a) Forms of compensation: Salary, bonuses, long-term performance incentives, stock awards, stock options Factors complicating executive compensation: Strategic decisions by top-level managers are complex, nonroutine and affect the firm over an extended period Other variables affecting the firm s performance over time 23 Copyright 2004 South-Western. All rights reserved Executive Compensation (b) Limits on the effectiveness of executive compensation: Unintended consequences of stock options Firm performance not as important than firm size Balance sheet not showing executive wealth Options not expensed at the time they are awarded 24 Copyright 2004 South-Western. All rights reserved Executive Compensation Market for Corporate Control (a) Individuals and firms buy or take over undervalued corporations Ineffective managers are usually replaced in such takeovers Threat of takeover may lead firm to operate more efficiently Changes in regulations have made hostile takeovers difficult Copyright 2004 South-Western. All rights reserved
9 25 Executive Compensation Market for Corporate Control (b) Managerial defense tactics increase the costs of mounting a takeover Defense tactics may require: Asset restructuring Changes in the financial structure of the firm Shareholder approval Market for corporate control lacks the precision of internal governance mechanisms 26 Copyright 2004 South-Western. All rights reserved Governance Mechanisms and Ethical Behavior It is important to serve the interests of the firm s multiple stakeholder groups! Capital Market Shareholders in this group are viewed as the most important stakeholder group The focus of governance mechanisms is to control managerial decisions to assure shareholder interests Interests of shareholders is served by the 27 Copyright 2004 South-Western. All rights reserved Governance Mechanisms and Ethical Behavior (cont d) It is important to serve the interests of the firm s multiple stakeholder groups! Capital Market Product Market Product market stakeholders (customers, suppliers and host communities) and organizational stakeholders may withdraw their support of the firm if their needs are not met, at least minimally Copyright 2004 South-Western. All rights reserved
10 28 Governance Mechanisms and Ethical Behavior (cont d) It is important to serve the interests of the firm s multiple stakeholder groups! Capital Market Product Market Organizational Some observers believe that ethically responsible companies design and use governance mechanisms that serve all stakeholders interests Importance of maintaining ethical behavior is seen in the examples of Enron, WorldCom, HealthSouth and Ahold NV Copyright 2004 South-Western. All rights reserved
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