corporate governance Flashcards
Cadbury code
’ Corporate governance is the system by which companies are directed and controlled’
- Cadbury A (1992)
Narrow view of corporate governance
focus on relationships between a company and its shareholders
Broader views of corporate governance
Related to accountability to a wide and diverse form of ‘stakeholders’
- could include employees, customers, suppliers, creditors, investor groups.
- begins to introduced the idea of corporate social responsibility
April 2009- international monetary funds estimate
IMF estimated the losses associated with the financial crisis would reach $4.1 trillion - $630 for each individual
Agency theory
- separation of ownership and control can lead to conflict of interest
- owners delegates responsibilities of decisions to directors
agency problems
- horizon (shareholders have long term targets)
- risk aversion (managers are risk adverse)
- dividend retention (shareholders expects returns vs managers retain earnings)
Agency costs
Bonding, monitoring and residual loss
Agency conflict
- residual control rights allocated to directors
- principles bear the risk and want the biggest possible return
- agents try to maximise their own return
- need for monitoring (agency costs)
shareholders - Milton Friedman, 1970
‘the social responsibility of a business is to increase its profits’
‘ managing business for any other purpose than profit maximisation is unlawful’
stakeholder theory
- company is accountable to a broad range of stakeholders
- considered role of company in society
- ‘exchange’ relationships
exchange relationships
stakeholders are affected by actions of company but their actions also affect company
M&S 2021
- corporate responsibility example
- environment, social and governance (ESG)
- Plan A: net zero by 2040
Stewardship Theory
- directors are seen as acting as ‘stewards’ for the interest of owners. this is a fiduciary duty
- directors can be trusted to act responsibly with independence and integrity
Uk companies act 2006
A director of a company must act in a way he considered in good faith