Topic 8: Agency Risk Flashcards
Agent vs Principal
conflict / agency theory
Agent: acts for or on behalf of principal
Principal: engages/hires/employs the agent
Note Agency theory - conflict between agent acting in own interests vs on behalf of client
Agent may have more information than the principal
examples agent / principal & potential conflict
- real estate agent acts on behalf of principals for sale & purchase
- head hunters
- shareholders elect board of directors for publicly listed company
- investors - fund managers
Incentive conflicts
Neoclassical framework: assume individuals maximise utility. Stakeholders may not be aligned.
Owner/manager conflicts (examples) (7)
- choice of effort (mgr vs owner)
- perquisite taking (perks)
- differential risk exposure (owners have diversification so are tolerant)
- differential horizons
- entrenchment (protect own position to detriment of shareholders)
- consensus provision risk (YES MAN problem)
- extravagant investment
controlling incentive problems with contracts
Effectiveness is reduced by (4)
contracts may attempt to control agency risk, eg to package up perks as part of overall salary package.
Effectiveness reduced by:
1. gaming (engaging in non-productive efforts to improve evaluation)
2. monitoring costs (protect interests of principals)
3. bonding costs (eg insurance against rogue trading = a cost)
4. residual loss (net losses due to agency problems)
Moral hazard
One party to a contract changes their behaviour to the detriment of another party after the contract has been established. Conscious malicious act of agent.
eg fire insurance taken out, but due care not taken by company to eliminate fire risk (as they are covered)
Problems with income incentive programs
- interests of employers and employees not perfectly aligned
- actions not directly observable (cannot ensure productive working activity)
cash bonuses operate as:
operate as a call option with asymmetric payoff
base salary remains. Can increase the volatility, take on riskier schemes in order to achieve bonus
Factors favouring high incentive pay
- output is sensitive to employee effort
- employee is not very risk averse
- level of risk that is beyond the employee’s control is low
- employee’s response to increased incentives is high and positive
enhanced incentives from ownership
- introduce ownership by issuing shares or share options to employees
- this enhances alignment of incentives between general shareholders and employee - shareholders
why is ownership not used more extensively to minimise agency problems?
- wealth constraints (agents may not have the capital for a significant ownership stake)
- risk aversion (ownership stake will not be adequately diversified, so may represent inappropriately high degree of risk for agent
- team production (free rider problem)
Employee share and option plans (ESOP)
advantage is the direct link between the company’s share price and their value
- consider: typically unable to hedge or sell within a certain period
- if executive leaves the company, will forfeit the securities
criticism of ESOP
- in a bull market most shares rise irrespective of whether execs have added value
- “royalty on the passage of time” (Warren Buffet)
- out of the money options would be better to grant than ATM
- accounting standards now require firms to expense options when granted
ESOP pros
- alignment
- encourage loyalty (lock ups, vesting)
- potential tax benefits (no tax payable at granting, only at time of exercise/sale)
- can reduce start up costs - employees work for relatively low salary at start with the promise of future growth
Valuing ESOPs - issues
- B-S hard to use because issuing of new options may dilute existing shareholders
- executives may leave firm, forfeiting option rights, will impact value
- Vesting may depend on performance hurdles
Executive value of options vs cost to owners
- firm can choose between issuing options to mkt or execs
- if options offered on mkt, firm can earn full B-S value
- if options offered to execs, execs are undiversified and will value them at a lower level.
ESOP & risk taking behaviour
- reputation risk can be a factor in determining behaviour of career-conscious, risk averse manager. (avoid risk, under-invest, fail to pursue projects that are value adding)
- if execs hold high amounts of stock, may avoid projects with high systemic risk
- options may avoid this behaviour : value of options increases with riskiness. Positive vega in remuneration package is associated with riskier policy choices
GFC implications on income incentives
- bonuses
- equity
Bonuses
- should they be capped
- should they be held back with clawback provisions
- should they be replaced with equity based compensation
Equity
- Share plans traditionally encourage low risk behaviour. However, consider moral hazard, govt bailouts
- alternative: convertible equity (defined triggers would cause equity to convert to sub debt at a valuation discount