Chapter 9 - Governance and Ethics Flashcards
Why is the framework of governance developed?
To safeguard the interests of stakeholders
What does governance ensure managers don’t lose sight of?
Whom they are seeking to benefit
Should not harm others
What is the agency problem?
Managers act as agents of shareholders who are principles
Ownership and control separated
Conflicts arise between interests of those in control and ownership
What is corporate governance?
System by which companies are directed and controlled
What are the 4 perspectives of what the objectives of corporate governance should be?
Public policy perspective -
Stakeholder perspective
Corporate perspective - senior management should balance interests of shareholders to achieve long-term sustained value
Stewardship perspective - directors act in company’s best interests
What are the symptoms of serious conflicts of interest?
Directors hiding true financial performance
Disputes over director remuneration
Relegating interests of shareholders
Financial collapse without warning
What are symptoms of poor corporate governance?
Domination of the board by a single individual/group
No involvement by board
Inadequate control function
Lack of supervision of employees
Lack of independent scrutiny by external or internal auditors
Lack of contact with shareholders
Emphasis on short-term profitability
Misleading financial statements and info
What are qualities of good corporate governance?
Risk management and reduction
Ethical and sustainable pursuit of the business’s strategy, safeguards against misuse of resources and encourages efficiency
Integrity and probity
Accountability
Reducing the potential for conflict
Reconciling interests of shareholders and directors
How is corporate governance linked to natural capital, sustainability and corporate responsibility?
Good corporate governance takes into account wider areas of corporate responsibility
Natural capital - stock of renewable/non-renewable natural resources
Ecosystem services - benefits people from ecosystems
Abiotic services - benefits to people don’t depend on ecological processes
Biodiversity - health and stability of natural capital
Sustainability - the ability to meet the needs of the present without compromising the ability of future generations to meet their own needs
What are the 2 types of financial system?
Bank based
Market based
What are Hofstede’s cultural dimensions?
Masculinity vs Femininity
Individualism vs Collectivism
Power distance
Long term orientation
Uncertainty avoidance
Indulgencevs restraint
What is governance structure?
Set of legal/regulatory methods that ensure effective corporate governance
What are the 2 basic governance structures?
Statutes
Codes of practice
How do combinations of statutes and codes of practice vary globally?
Different countries use different combinations depending on whether they have principles based or shareholders led approach to governance structures
What are the OECD’s Principles of Corporate Governance?
Promote transparent and fair financial markets
Consient with rule of lawEquitable treatment of shareholders
Relationships with investment sources
Rights of stakeholders in corporate governance
Accurate and timely disclosure and transparency regarding performance, ownership and governance
Responsibilities of the board to seld-monitor management