Week 2: Corporate Governance and Stakeholder Analysis Flashcards

1
Q

Shareholder Theory

A
  • Proposed by: Milton Friedman
  • corporation’s only obligation = maximize profits for shareholders
  • corporate social responsibility is the responsibility of the government
  • investors and stakeholders should use their own resources to invest in CSR issues of their choice**
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2
Q

Stakeholder Theory

A
  • needs and concerns of ALL stakeholders must be considered
  • corporation should be thinking about the the long-term impacts on all parties involved in the business to be successful
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3
Q

Stakeholder impact analysis follows these steps

A
  • Identify the stakeholders.
  • Identify stakeholders’ interests and concerns.
  • Identify what claims stakeholders are likely to make on the organization.
  • Identify the stakeholders who are the most important from the organization’s perspective.
  • Identify the resulting strategic challenges.
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4
Q

At the very minimum, the company needs to satisfy at least 3 stakeholders

A
  • customers
  • employees
  • long-term shareholders
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5
Q

Companies need to balance:

A

short-term profits + long-term profitability (increased profits can meet the needs of employees who want better wages)

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6
Q

Consequentialist – Deliberative Process

A

making decisions by thinking of the consequences of your actions. “what kind of outcomes should i produce (or try to produce)?” = you’re thinking of what the result of your actions will be

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7
Q

Consequentialist – Focus

A

you’re focused on the future effects of an action + all the people who will be affected

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8
Q

Consequentialist – Definition of Ethical Conduct

A

the right thing to do is one that brings about the most beneficial or positive consequences and minimizes the negative ones

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9
Q

Consequentialist – Motivation

A

aim is to produce the most good

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10
Q

Duty – Deliberative Process

A

“What are my obligations in this situation, and what are things I should never do?” = doing your duty, regardless of the consequence

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11
Q

Duty – Focus

A

Looking at what you should do based on your pre-existing obligations and principles, and then deciding how those principles might apply to the current situation- looking at your pre-existing values and see what actions you can take based on those

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12
Q

Duty – Definition of Ethical Conduct

A

always doing the right thing

aka

never failing to do your duty

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13
Q

Duty – Motivation

A

regardless of whether you feel like doing something or not (motivation), you should still do what you know is the right thing to do (duty).

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14
Q

Virtue – Deliberative Process

A
  • What kind of person should I be (or try to be)?
  • What will my actions show about my character?
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15
Q

Virtue – Focus

A

trying to understand the character traits, both good (virtues) and bad (vices), that might be driving the people involved in a situation. It’s about looking at what kind of person someone is or could be, and how their personal qualities might be influencing their actions.

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16
Q

Virtue – Definition of Ethical Conduct

A

Doing whatever a fully virtuous person would do in the circumstances.

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17
Q

Virtue – Motivation

A

Aim is to develop one’s character.

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18
Q
A
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19
Q

Egoism – Contributors

A

Adam Smith and Milton Friedman

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20
Q

Egoism – Focus

A

Individual desires or interests

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21
Q

Egoism – Rules

A

Maximization of desires/self-interest

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22
Q

Egoism – Concept of human beings

A

Humans are actors with limited knowledge and objectives

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23
Q

Egoism – Type

A

Consequentialist

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24
Q

Egoism – Problems

A

if everyone tries to maximize their own self-interest, what is going to happen when one person
maximizes their self-interest at the expense of another’s?

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25
Q

Utilitarianism – Contributors

A

Jeremy Bentham and John Stuart Mill

26
Q

Utilitarianism – Focus

A

Collective welfare: maximizes utility for the greatest number of people; maximize pleasure for greatest number of stakeholders

27
Q

Utilitarianism – Rules

A

Act Utilitarianism: in every situation, you should choose the action that leads to the greatest overall happiness or the least suffering, without being bound by specific rules.

Rule Utilitarianism: Suggests that we should follow rules or guidelines that, in general, promote the greatest happiness or utility when consistently applied.

28
Q

Utilitarianism – Concept of human beings

A

Humans are motivated by avoidance of pain and gain of pleasure (‘hedonist’)

29
Q

Utilitarianism – Type

A

Consequentialist

30
Q

Utilitarianism – Problems

A

“Pleasure” and “pain” are subjective.

31
Q

Ethics of Duties – Contributors

A

Immanuel Kant

32
Q

Ethics of Duties – Focus

A

Duties

33
Q

Ethics of Duties – Rules

A

Categorical imperative: there are certain ethical rules that are absolute and must be obeyed

34
Q

Ethics of Duties – Concept of human beings

A

Humans are rational moral actors.

35
Q

Ethics of Duties – Type

A

Non-consequentialist

36
Q

Rights and Justice – Contributors

A

John Locke and John Rawls

37
Q

Rights and justice – Focus

A

Rights by John Locke: humans have fundamental rights which establish a minimum level of
acceptable behaviour.

  • Rights > collective good ex: right to free speech.
  • Certain moral agents exist, such as the government, and who protect the rights of others.
  • Ex: respect the free speech of others even if we think they’re morally wrong

Justice by John Rawls: There should be a fair distribution of goods

  • Principle 1: every person should have as much freedom as possible without taking away the same freedom from others (right for free speech, right to own property)
  • Principle 2: once they have the same freedoms, then inequality in basic social goods (income, wealth, opportunity) is allowed only if it benefits everyone.”
38
Q

Rights and justice – Rules

A

Respect for human beings

39
Q

Rights and justice – Concept of human beings

A

“Humans are beings that are distinguished by dignity; every person has a fundamental worth and should be valued and treated well, just because they are human.”

40
Q

Rights and justice – Type

A

Non-consequentialist

41
Q

Corporate Governance

A

the controls put in place to ensure that a corporation acts in:

  • an ethical, legal, and transparent manner
  • in the best interests of shareholders and other stakeholders”
42
Q

Corporate governance addresses the problems of: (this is a defining
feature)

A

ownership (shareholders) vs control (managers, CEO, CFO)

43
Q

Order of governance

A

owners/shareholders > board of directors > managers

44
Q

What gives rise to the principal-agent problem?

A

the separation of control and ownership gives rise to the principal-agent problem. they have differing priorities – ex: manager wants more income, owners want profitability and good functioning company”

45
Q

Principal

A

a person who is first in terms of importance or level of ownership (shareholders)

46
Q

Agent

A

an individual who is representing and taking actions on behalf of another party. ex: managers or executives who make decisions on behalf of shareholders.

47
Q

Do all different types of businesses have these problems?

A
  • Sole prop: does not have this problem because the agent is the principle
  • Partnership: does not have this problem

A-P problems comes about in a Corporation

48
Q

Managerial temptations

A
  • Shirking (i.e., not working hard)
  • Nepotism (i.e., hiring friends and/or family)
  • Consuming excessive perks
  • Building empires (M&A, increase compensation packages)
  • Taking no risks or chances in order to avoid being fired
49
Q

Two possible solutions to the principle-agent problem are

A

Control and Monitoring

  • Control: in the form of incentives
  • Monitoring: policing and oversight
50
Q

Incentives

A

are things that motivate people to do something

51
Q

Internal Incentives

A

are related to how executives (top managers) are paid or compensated

52
Q

External Incentives

A

come from the job market for executives, which means the demand for their skills and what they can earn in different companies

53
Q

The original purpose of a Board of Directors

A

Acting on behalf of the shareholders (the owners of a company).

They make sure that the top executives are doing their job in a way that benefits the shareholders

54
Q

To act in the best interest of the shareholders, the BOD

A
  • need to be independent board members (75%)
  • have to make decisions objectively, have unbiased opinions
  • have appropriate expertise in the company’s business so that they can evaluate the
  • company’s actions
  • must meet annually at least
55
Q

Incentive-based executive compensation

A

the use of salary, bonuses, and long-term incentives to align managers’ and owners’ priorities

examples include performance bonuses, stock options, profit-sharing plans -> compensation
is directly related to performance

this is an internal incentive

56
Q

Shareholder Activism

A

Shareholders vote on critical matters.

They have the right to:

  • be heard and to propose resolutions
  • to organize and challenge the management

this is an internal incentive

57
Q

Market for executive employment

A
  • an external control that motivates corporate executives to act in the best interests of the shareholders in order to maintain or increase their desirability in the external job market
  • Executives who increase shareholder value are able to demand higher salaries
58
Q

Market for Capital Control

A
  • the purchase of a firm that is underperforming compared to industry rivals in order to improve it (M&A)
  • external form of control
  • reduced SH value = managers are fired, new management is brought in. thus, most executives will want to act in their self-interest and increase shareholder value
59
Q

Government Oversight and Regulation

A
  • the most obvious form of external control
  • Revenue Canada (CRA) and the Provincial Securities Commission And Exchanges make requirements for taxation and public disclosure
60
Q

Sarbanes-Oxley Act of 2002

A

Established in response to high profile accounting scandals, namely Enron and WorldCom

An oversight body designed to:
* regulate public accounting firms
* regulate CSR lesiglation
* institute increased punishments for corporate fraud and white-collar crime

KEY: to ensure that firms are acting ethically, if not, then fines and penalties will be given to management and CEO