Professional Documents
Culture Documents
R. Dennis Middlemist
Colorado State University Copyright 2004 South-Western All rights reserved.
Knowledge Objectives
Studying this chapter should provide you with the strategic management knowledge needed to:
Define corporate governance and explain why it is used to monitor and control managers strategic decisions. Explain why ownership has been largely separated from managerial control in the modern corporation. Define an agency relationship and managerial opportunism and describe their strategic implications. Explain how three internal governance mechanisms ownership concentration, the board of directors, and executive compensationare used to monitor and control managerial decisions.
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Figure 1.1
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Corporate Governance
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 firms owners and its top-level managers whose interests may be in conflict
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Board of Directors
Individuals responsible for representing the firms owners by monitoring top-level managers strategic decisions
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An Agency Relationship
Hire
and create
Figure 10.1
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Managerial Opportunism
The seeking of self-interest with guile (cunning or deceit) Managerial opportunism is:
An attitude (inclination)
Managerial opportunism prevents the maximization of shareholder wealth (the primary goal of owner/principals)
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Shareholders prefer the funds as dividends so they control how the funds are invested
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Figure 10.2
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Governance Mechanisms
Ownership Concentration (a)
Financial institutions are legally forbidden from directly holding board seats
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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 firms choice of strategies
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Shareholder activism:
Shareholders can convene to discuss corporations 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
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Board of directors
Group of elected individuals that acts in the owners interests to formally monitor and control the firms top-level executives
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Composition of Boards:
Insiders: the firms 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 firms day-today operations and other relationships
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Forms of compensation:
Salary, bonuses, long-term performance incentives, stock awards, stock options
Board of Directors
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Board of Directors
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Board of Directors
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
Board of Directors
Market for corporate control lacks the precision of internal governance mechanisms
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