The governing body and strategy Flashcards
CORPORATE GOVERNANCE AND STRATEGY - THE NATURE OF CORPORATE GOVERNANCE
When is governance required?
What will need to be established? What will this set?
In the governance of assets, who are the 3 key players?
Any structure that requires the use and control of the assets of a 3rd party will require governance
Some sort of operating code, which will set the structure for the utilisation of the assets, the parameters of operation, the perceived objectives, and the anticipated results
- OWNER of assets needs governance assurance of correct usage – how do the owners ‘hold the directors to account’?
- MANAGER of assets needs governance parameters of expectation – what do the owners expect for allowing the use of their assets?
- USER of the assets needs governance-related objectives – how do employees know about the vision and the mission?
CORPORATE GOVERNANCE AND STRATEGY - THE NATURE OF CORPORATE GOVERNANCE
In a commercial organisation, the strategic expectation would normally be to do what?
What does this mean for organisations?
The ‘regulation’ and ‘oversight’ of all matters pertaining to governance within the UK sits with who?
What does Principle B of the 2018 UK CG Code say?
to maximise the long-term return to the owners and to enhance the value of the assets = s.172 CA2006 = act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole
Strategic objective must be the promotion of success BUT ‘success’ may be interpreted differently by different organisations = need for clarity of what it is that an organisation is trying to achieve, before attempting to define the optimal approach to governance
FRC = publish UK CG Code and guidance
Principle B = the board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are aligned. All directors must act with integrity, lead by example and promote the desired culture
CORPORATE GOVERNANCE AND STRATEGY - THE GOVERNANCE MATRIX
There is always an interaction between the governance of an organisation and its operation. How could this be displayed?
What is the differentiation between governance and operational management?
As a Venn diagram = ‘operational management’ and ‘governance’ overlap with executive directors in the intersection, NEDs within governance and managers within operational management (Cosec always sits in intersection)
Governance = involves responsibility and accountability for the satisfaction of stakeholder expectations
Operational management = involves responsibility and accountability for the delivery of process
CORPORATE GOVERNANCE AND STRATEGY - THE GOVERNANCE MATRIX
In the development of strategy, what is the biggest differentiator between the roles of those in operational management and governance?
What will operational management have responsibility and accountability for? (4)
What will those empowered with governance have responsibility and accountability for? (3)
Timeframe involved
Operational management have responsibility and accountability (to those empowered with governance) for (1) the short- to medium-term timeframe of strategy, (2) the action required to fulfil the strategic objectives, (3) the delivery of the perceived strategic outcomes, and (4) a review of the effectiveness and sustainability of the required strategic approach
Those empowered with governance will have responsibility and accountability (to the ultimate owners) for (1) the medium- to long-term timeframe, (2) the establishment of strategic objectives, and (3) control to ensure that the ultimate strategic objectives are satisfied
CORPORATE GOVERNANCE AND STRATEGY - THE GOVERNANCE MATRIX
What is the principal and agent problem?
What is the dilemma?
Name an example that epitomises the problem with shareholder control and power.
The matrix of governance and operational control and oversight can lead to confusion and conflict of who is accountable to whom:
Principal = establishes the objectives and the strategic direction and parameters.
Agent = works to deliver the objectives within the established strategic parameters
Dilemma = to establish whether directors and managers, as agents, are working simply on behalf of the principal, or also on behalf of their own interests as well
Aston Martin restructure ahead of flotation on the LSE
CORPORATE GOVERNANCE AND STRATEGY - STRATEGY, AT THE HEART OF GOVERNANCE
A core focus of effective governance is the alignment of strategy with what? (2)
What does this require those empowered with governance to do?
What does this align to? (Need to understand the realities of what?)
risk and control as stated in Principle O of 2018 UK CG Code = strategy, risk, and control are in a triangulation
Those empowered with governance need to understand the strategic objectives of the organisation, the risks associated with the achievement of those objectives and how to then control and mitigate the identified risks.
The need to understand the realities of ‘today’ as the starting point for the development of our vision of the ‘future’
= all strategy is a leap into the unknown and therefore will involve at least a degree of risk
CORPORATE GOVERNANCE AND STRATEGY - TYPES OF GOVERNANCE STRUCTURE
What are the 2 models/approaches to governance?
What factor will influence which one is used?
Which one does the UK use?
Under this, what 6 things must UK boards have regard to? (S.172)
A stakeholder approach (stakeholder model) and a shareholder approach (ownership model)
type and size of organisation:
(1) shareholder model usually controlled by a unitary board of directors acting on behalf of shareholders (UK and USA)
(2) stakeholder model often associated with 2-tier board system (supervisory board and management board) (Germany and Japan)
s.172 CA2006 has shifted UK corporate economy from a shareholder to a stakeholder approach
Board must have regard to:
1. The likely long term consequences
2. Employees’ interests
3. The need to foster business relationships with suppliers, customers and others
4. The impact of operations on the environmental and community
5. The desirability of maintaining a reputation for high standards of business conduct
6. The need to act fairly as between members
CORPORATE GOVERNANCE AND STRATEGY - TYPES OF GOVERNANCE STRUCTURE
What are the 6 differences between the shareholder model of governance and the stakeholder model of governance?
- Wealth
Shareholder = primary interest of shareholders is financial, and wealth is created for them through the organisation (have a priority claim on the wealth of the organisation).
Stakeholder = wealth is created by and for a variety of different stakeholders, each of whom has a claim to an equitable proportion of the wealth of the organisation. - Investors (and returns)
Shareholder = investors are more likely to receive a higher rate of return through dividend and/or increase in share value.
Stakeholder = the return to investors is likely to be diluted by the wider interests of differing stakeholders. - Timeframe
Shareholder = Shorter-term perspective = ‘cash-in-hand’
Stakeholder = longer-term perspective - Decision-making
Shareholder = focused DM
Stakeholder = slower DM with wider stakeholder involvement. - Objectives
Shareholder = focused objectives.
Stakeholder = breadth of differing strategic objectives. - Return
Shareholder = focus on market return expectations
Stakeholder = development of own levels of acceptable stakeholder returns.
CORPORATE GOVERNANCE AND STRATEGY - TYPES OF GOVERNANCE STRUCTURE
What are the benefits of the shareholder model for investors (2), the economy (2), and managers(1)?
What are the disadvantages for investors (1) and the economy (2)?
BENEFITS
For investors = (1) higher rate of return, (2) reduced risk
For the economy = (3) encouragement of entrepreneurship, and (4) encouragement of inward investment
For management = (5) independence
DISADVANTAGES
For investors = (1) difficult to monitor management
For the economy = (2) risk of short-termism, and (3) risk of senior management greed
CORPORATE GOVERNANCE AND STRATEGY - TYPES OF GOVERNANCE STRUCTURE
What are the benefits of the stakeholder model for investors (2) and stakeholders (1)?
What are the disadvantages for management (3) and the economy
(1)?
BENEFITS
For investors = (1) closer monitoring of management, and (2) longer-term decision horizons
For stakeholders = (3) deterrent to high-risk decision
DISADVANTAGES
For management = (1) potential interference, (2) slower decision-making, and (3) reduced independence
For the economy = (4) reduced financing opportunities for growth
CORPORATE GOVERNANCE AND STRATEGY - TYPES OF GOVERNANCE STRUCTURE
What are the 3 core governance structures?
For each, compare the purpose, principle, practice, and participation.
- MONISTIC
Purpose = shareholder value
Principle = unitary board and director controlled
Practice = capital market structure
Participation = recognition through law - DUALISTIC
Purpose = stakeholder value
Principle = dual board control
Practice = bank and large institution domination
Participation = underpinning social ethos - PLURALISTIC
Purpose = stakeholder value
Principle = hierarchies of control
Practice = bank and large institution domination
Participation = driven through keiretsu structure
STAKEHOLDER EXPECTATIONS - TYPES OF STAKEHOLDERS
What is a stakeholder?
What do each of the following stakeholders provide for a company, and what do they expect to receive in return:
1. Members
2. Employees
3. Suppliers
4. Customers
5. Community and environment
What are the primary (1) and secondary (2) expectations of these differing groups as identified by Lynch (2015)?
stakeholder = anyone who has an interest or concern in the business, is rightly expecting some form of return, response or action from the business, and if this is not received has the ability to disrupt the business in some manner
Members = invest funds in shares to obtain voting rights, dividends, and increase in share value. (1) financial return, (2) added value
Employees = input their time, experience, knowledge, and labour in return for appropriate remuneration, safe working conditions, and workplace benefits. (1) pay, (2) work satisfaction/training
Suppliers = provide supplies to the business in return for payment and potential for continuity of supply. (1) payment, (2) LT relationships
Customers = purchase products/services in return for satisfaction of their perceived expectations. (1) supply of goods and services, (2) quality
Community and environment = in return for the right to operate, the business will need to comply with national and local laws and CSR expectations (local/national authority could refuse to licence business operations) (1) safety and security, (2) contribution to community
STAKEHOLDER EXPECTATIONS - STAKEHOLDER MAPPING
How can stakeholders be classified? (3)
Why is it important for those empowered with governance to take into consideration the needs and expectations of the differing stakeholder groups?
- Internal = owners and employees – those who have a close and dependent relationship with the business and a vested interest in its success
- Market = suppliers and customers – those who have a direct trading relationship with the business
- External = all other stakeholders of the business with either direct (e.g. banks) or indirect (e.g. government, environmental) relationships with and expectations from the business.
Required under s.172 CA2006 and companies defined as ‘large’ under the Act are required to explain in their annual directors’ report how they have fulfilled their requirements under this section, and how they have actively considered the differing demands of their stakeholders
STAKEHOLDER EXPECTATIONS - STAKEHOLDER MAPPING
The levels of power, influence and strategic impact of different stakeholder groups can be mapped to help to identify what?
Johnson (2017) suggested that the 2 core dynamics for mapping are what?
Explain his table.
identify when and where a business needs to consider the potential impact of not satisfying the stakeholder expectations
(1) the ability to disrupt, and (2) the levels of interest that the stakeholder would take in its ‘stake’
Stakeholder mapping = where low power to disrupt the business and:
(1) low interest in the business = minimal effort require by the organisation
(2) high interest in the business = stakeholders must be kept informed
Stakeholder mapping = where high power to disrupt the business and:
(1) low interest in the business = stakeholders must be kept satisfied
(2) high interest in the business = these are the key players
STAKEHOLDER EXPECTATIONS - THE POLITICS OF STAKEHOLDER POWER
What is the politics of power?
What is meant by power?
Can power change?
When undertaking a stakeholder mapping exercise, it is useful to look at and understand what?
Politics of power = the strategic journey of an organisation can be significantly influenced by the forces of stakeholders and others
Power = exercise of power reflects the ability of one or more individuals to persuade other people to follow different courses of action
Yes = in any organisation, as time evolves, the power balance is likely to shift = in fast-moving organisation with many demanding stakeholders, this could mean frequent changes of strategic focus = can lead to disruption and chaos
the origin and indicators of the differing powers that might be at play = the types of power