Governance and ethics Flashcards
The agency problem
The principle (shareholders) hire the agent (management). However objectives of shareholders are often not objectives of management
Perspectives on corporate governance
Public policy perspective - interests of the public are met
Stakeholder perspective - strike a balance between economic and social goals + individual and communal goals
Corporate perspective - generally accepted aim of the company is to maximise profits
Financial systems
2 functions;
- Facilitation of lending and borrowing money
- Transmission of money
3 elements;
- Intermediaries e.g banks
- Securities
- Markets; primary, secondary, capital and money
2 types of financial system
- Bank based financial system e.g france, germany
- Market based financial system e.g UK and USA
Hofstede model for cultures affecting governance
- Power distance - acceptance of superiority due to job role
- Uncertainty avoidance - how comfortable citizens are with uncertainty and ambiguity
- Individualism and collectivism - whether a country prioritises the performance of individuals or teams
- Masculinity/ femininity - M, fact based and aggressive - F, prioritise work life balance, diversity
- Long/short term orientation - a countries time horizon for planning and performance measurement
- Indulgence vs restraint - attitude towards personal gratification and fun
Principles based approach to governance structure
influenced to adhered to OECD principles;
- Promoting transparent and efficient markets
- Equitable treatment of all shareholders
- Relationships with institutional investors, stock markets and intermediaries
- Rights of stakeholders in corporate governance
- Accurate and timely disclosure and transparency of financial performance
- Responsibilities of the board and accountability to shareholders
Shareholder led approach to governance structure
UK and US are more shareholder led. Places more emphasis on role of shareholders
Types of board structure
- Unitary board (UK) - management and reporting
- Dual board (Germany)
- Management board (run the company)
- Supervisory board (oversee management)
Governance and private companies
Not required to comply with UK corporate Governance Code because they are private.
Nolan ethics principles
Integrity Objectivity Accountability Openness Honesty
The institute of business ethics principles
Respect Transparency Fairness Openness Trust
Promoting ethical leadership
- demonstrate leadership
- recognise the value or culture
- be open and accountable
- embed and integrate
- assess, measure and engage
- align values and incentives
- exercise stewardship