Week 6 Flashcards
What is corporate governance?
Set of mechanisms used to manage the relationship between stakeholders and to determine and control the strategic directions and performance of organizations.
Concerned with identifying ways to ensure that strategic decisions are made effectively
What are two critical issues family-controlled firms face in corporate governance?
THey may not have access to all of the skills needed to effectively manage the firm and maximize its returns for the family
As they grow, they may need to seek outside capital and thus give up some of the ownership
What’s an agency relationship?
An agency relationship exists when one or more people hire another person or people as decision-making specialists to perform a service.
Why can the separation between ownership and managerial control be problematic?
Problems can surface because the principal and the agent have different interests and goals, or because shareholders lack direct control of large publicly traded corporations.
Sep. of ownership and control potentially allows divergent interests to surface, which can lead to managerial opportunism
Shareholders (firm owners) _____ managers and _____ an Agency relationship
Hire; create
Whats Managerial opportunism
Managerial opportunism is the seeking of self-interest with guile. Opportunism is both an attitude, and a set of behaviors
Product diversification can result in two benefits to managers that shareholders do not enjoy
- Diversification usually increases the size of a firm, and size is positively related to executive compensation
- Product diversification and the resulting diversification of the firms portfolio of businesses can reduce top executives employment risk.
Define agency costs
Agency costs are the sum of incentive costs, monitoring costs, enforcement costs, and individual financial losses incurred by the principals because governance mechanisms cannot guarantee total compliance by the agent.
If a firm is diversified, agency costs _____ because it is more difficult to monitor what is going on inside the firm.
Increase
Define Ownership concentration
Both the number of large-block shareholders and the total percentage of shares they own define ownership concentration.
How much percent to Large-block shareholders typically own of a corporations issued shares?
5%
Define Institutional owners
Institutional owners are financial institutions such as stock mutual funds and pension funds that control large-block shareholder positions.
Define ‘board of directors’
The board of directors is a group of elected individuals whose primary responsibility is to act in the ownrs’ best interests by formally monitoring and controlling the corporations top-level managers.
Board members can be classified into one of three groups. Name them.
- Insiders: active top level managers in the corporation.
- Related outsiders: have some relationship with the firm that may create questions about their independence, but are not involved with the corporations day-to-day activities.
- Outsiders: Provide independent counsel. Individuals who are independent of the firm in terms of day-to-day operations and other relationships
Define executive compensation
Executive compensation is a governance mechanism that seeks to align the interests of managers and owners through salaries, bonuses, and long-term incentive compensation, such as stock awards and options.