Corporate Governance Flashcards
The set of mechanisms used to manage the relationships among stakeholders and to determine and control the strategic direction and performance of organizations
corporate governance
Exists when one party delegates decision-making responsibility to a second party for compensation
agency relationship
The seeking of self-interest with guile (i.e., cunning or deceit)
managerial opportunism
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
agency costs
Defined by the number of large-block shareholders and the total percentage of the firm’s shares they own
ownership concentration
Typically own at least 5 percent of a company’s issued shares
large-block shareholders
Financial institutions, such as mutual funds and pension funds, that control large-block shareholder positions
institutional owners
A group of elected individuals whose primary responsibility is to act in the owners’ best interests by formally monitoring and controlling the firm’s top level managers
board of directors
A governance mechanism that seeks to align the interest of managers and owners through salaries, bonuses, and long-term incentives such as stock awards and options
executive compensation
An external governance mechanism that is active when a firm’s internal governance mechanisms fail
market for corporate control