FINAL PREP Flashcards
Corporate Governance
the controls put in place to ensure that a corporation acts in an ethical, legal, and transparent manner in the best interests of shareholders
Principal Agent Problem
the conflict of interests between the principal (shareholders) and the agents (executives)
Corporate Governance, Controlling and Monitoring Mechanisms (solutions - Internal and External)
Internal: -Board of Directors -Incentive based executive compensation -Shareholder activism External -The market for executive employment -Mergers and Acquisitions -Government oversite and regulation
Strengths of Corporations (4)
- Limited Liability
- Greater Access to Capital Markets
- Liquidity in Corporate Ownership
- Independent entity that goes on forever
Weaknesses of Corporations
- Cost structure in running a large corp.
- Shareholders may be dbl. taxed
Role of Board of Directors (6)
- acting as the shareholder’s agent
- hiring and evaluating management
- approving major operating proposals
- approving major financial decisions
- offering expert advice to management
- ensuring that the firm’s activities and financial condition are accurately reported to its stakeholders
Theory of Shareholders
- SH own the corporation
- SH elect a board of directors
- BOD selects corporate officers
Practice of Shareholders
- SH own the corporation
- CEO select the BOD
- SH rubber stamp the BOD proposed by mgmt.
Corporate Gov. and Stakeholder Theory
-SHT - interconnected of shakholders, should create value for all, not just the shareholders
Corp. Gov. -
-A financial measure ignores the interests of other stakeholders, such as employees, the natural environment, the community, or society
-the German model where employee representation on corporate boards is mandated
-Triple bottom line reporting is an example of the fair consideration of stakeholders
Key Features of Accounting
o Professionalism
1. The public interest is their priority
2. Regulation and law are the appropriate constraints u However, the law is only the minimum standard
o Independence
1. Those who stand to gain by the accountant’s declarations should not influence or prejudice the result
2. Independence is necessary for accountants to act ethically and with integrity
Regulative Rules vs. Constitutive Rules
o Regulative Rules (external to the practice)
-Increased regulation can exacerbate the problem by shifting the real difficulty onto regulation
-The real difficulty is improving and developing one’s ability to make judgments and wise ethical decisions
-Emphasis on regulation directs the practitioner away from the real problems; it makes it seem as if problems are easy to resolve and fix
o Constitutive Rules (Define the practice)
-rules about the practice itself rather than rules regulating its practitioners
-They determine what the practice amounts to and so promote the practice
Ethical issues faced by accounting professionals (9)
- Client proposals for tax evasion
- Client proposals to manipulate financial statements
- Conflicts of interest
- Presenting financial information so as not to deceive users
- Failure to maintain technical competence
- Coping with instructions from superiors to behave unethically
- Integrity in admitting one’s mistakes
- Using insider information for personal gain
- Maintaining confidentiality
The harm resulting from conflict of interest
- They can damage the notion of fiduciary duty in a professional relationship
- Trust in a particular profession can be damaged by its practitioners
- They can engender a wider distrust in society
The six principles of professional codes of ethics
- The public interest
- Integrity
- Objectivity
- Independence
- Diligence
- Confidentiality
Animal Rights
- Anthropocentrism is the view that only humans have positive moral weight
- Humans have intrinsic value – humans have value independently
- Extrinsic value – non-human animals are only valuable relative to the value assigned to them by humans