Chapter 10- Corporate Governance Flashcards
Corporate governance
-Is the set of mechanisms used to manage relationships among stakeholders and to determine and control the strategic direction and performance of organizations
-concerned with identifying ways to ensure that strategic decisions are made more effectively
-used in corporations to establish harmony between the firm’s owners and its top-level managers whose interests may be in conflict
Agency relationship
Exists when one party delegates decision-making responsibility to a second party for compensation.
Shareholders (principals/owners) hire Managers (Agents/decision makers) and create an Agency relationship
**transfer of decision rights*
Managerial Opportunism
Is the seeking of self-interest with guile. —-Opportunism is both an attitude and a set of behaviours.
-Prevents the maximization of shareholders wealth (primary goal of owner/principals)
Agency Costs
The sum of incentive costs, monitoring costs, enforcement costs, and individual financial losses incurred by principals, because governance mechanisms cannot guarantee total compliance by the agent.
-higher in a diversified firm
Dispersed shareholding
Makes it difficult and inefficient to monitor management’s behaviour
Board’s 3 key functions
-monitoring the manages’ actions on behalf of shareholders
-advising the managers on strategic direction and key strategic decisions
-interfacing with stakeholders/institutions in the external environment to help provide legitimacy, expertise, and access to critical resources
Ownership concentration
Relative amounts of stock owned by individual shareholders and institutional investors
Boards of directors
Individuals responsible for representing the firm’s owners by monitoring top-level managers’ strategic decisions
Executive compensation
The use of salary, bonuses, and long-term incentives to align managers’ interest with shareholders’ interest