1. Transparency 10-1 Chapter 10 Corporate Governance Michael A. Hitt R. Duane Ireland Robert E. Hoskisson Michael A. Hitt R. Duane Ireland Robert E. Hoskisson ©1999 South-Western College Publishing

2. Transparency 10-2 Competitiveness Chapter 3 Internal Environment Chapter 2 External Environment The Strategic ManagementProcess ManagementProcess Strategic Intent Strategic Mission Strategic Competitiveness Above Average Returns Feedback Strategy Formulation Chapter 4 Business-Level Strategy Chapter 5 Competitive Dynamics Chapter 6 Corporate-Level Strategy Chapter 8 International Strategy Chapter 9 Cooperative Strategies Chapter 7 Acquisitions & Restructuring Strategic Inputs Strategic Actions Strategic Outcomes

3. Transparency 10-3 Competitiveness Chapter 3 Internal Environment Chapter 2 External Environment The Strategic ManagementProcess ManagementProcess Strategic Intent Strategic Mission Strategic Competitiveness Above Average Returns Feedback Strategy Formulation Chapter 4 Business-Level Strategy Chapter 5 Competitive Dynamics Chapter 6 Corporate-Level Strategy Chapter 8 International Strategy Chapter 9 Cooperative Strategies Chapter 7 Acquisitions & Restructuring Chapter 10 Corporate Governance Chapter 11 Structure & Control Chapter 12 Strategic Leadership Chapter 13 Entrepreneurship & Innovation Entrepreneurship & Innovation Strategic Inputs Strategic Actions Strategic Outcomes

4. Transparency 10-4 Corporate Governance is a relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations Corporate Governance

5. Transparency 10-5 Corporate Governance is a relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations Concerned with identifying ways to ensure that strategic decisions are made effectively Corporate Governance

6. Transparency 10-6 Used in corporations to establish order between the firm’s owners and its top-level managers Corporate Governance is a relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations Concerned with identifying ways to ensure that strategic decisions are made effectively Corporate Governance

7. Transparency 10-7 Separation of Ownership and Managerial Control

8. Transparency 10-8 Basis of the modern corporation Separation of Ownership and Managerial Control

9. Transparency 10-9 Basis of the modern corporation Shareholders purchase stock, becoming... Residual Claimants Separation of Ownership and Managerial Control

10. Transparency 10-10 Basis of the modern corporation - Shareholders reduce risk efficiently by holding diversified portfolios Shareholders purchase stock, becoming... Residual Claimants Separation of Ownership and Managerial Control

11. Transparency 10-11 Basis of the modern corporation - Shareholders reduce risk efficiently by holding diversified portfolios Shareholders purchase stock, becoming... Residual Claimants Professional managers contract to provide decision- making Separation of Ownership and Managerial Control

12. Transparency 10-12 Basis of the modern corporation - Shareholders reduce risk efficiently by holding diversified portfolios Shareholders purchase stock, becoming... Residual Claimants Professional managers contract to provide decision- making Modern public corporation form leads to efficient specialization of tasks Separation of Ownership and Managerial Control

13. Transparency 10-13 Basis of the modern corporation Professional managers contract to provide decision- making - Risk bearing by shareholders - Strategy development and decision-making by managers - Shareholders reduce risk efficiently by holding diversified portfolios Shareholders purchase stock, becoming... Residual Claimants Modern public corporation form leads to efficient specialization of tasks Separation of Ownership and Managerial Control

14. Transparency 10-14 Agency Theory An agency relationship exists when:

15. Transparency 10-15 An agency relationship exists when: Shareholders(Principals) Firm Owners Agency Theory

16. Transparency 10-16 An agency relationship exists when: Shareholders(Principals) Firm Owners Managers(Agents) DecisionMakers Hire Agency Theory

17. Transparency 10-17 An agency relationship exists when: Shareholders(Principals) Firm Owners Agency Relationship Risk Bearing Specialist (Principal) Managers(Agents) DecisionMakers which creates Managerial Decision- Making Specialist (Agent) Hire Agency Theory

18. Transparency 10-18 The Agency problem occurs when: - The desires or goals of the principal and agent conflict and it is difficult or expensive for the principal to verify that the agent has behaved appropriately Agency Theory

19. Transparency 10-19 The Agency problem occurs when: - The desires or goals of the principal and agent conflict and it is difficult or expensive for the principal to verify that the agent has behaved appropriately Example: Overdiversification because increased product diversification leads to lower employment risk for managers and greater compensation Agency Theory

20. Transparency 10-20 The Agency problem occurs when: - The desires or goals of the principal and agent conflict and it is difficult or expensive for the principal to verify that the agent has behaved appropriately Solution: Principals engage in incentive-based performance Example: Overdiversification because increased product diversification leads to lower employment risk for managers and greater compensation contracts, monitoring mechanisms such as the board of directors and enforcement mechanisms such as the managerial labor market to mitigate the agency problem Agency Theory

21. Transparency 10-21 Risk Level of Diversification Manager and Shareholder Risk and Diversification

22. Transparency 10-22 Risk Level of Diversification Manager and Shareholder Risk and Diversification DominantBusinessDominantBusinessUnrelatedBusinessesUnrelatedBusinessesRelatedConstrainedRelatedConstrained RelatedLinkedRelatedLinked

23. Transparency 10-23 Risk Level of Diversification Manager and Shareholder Risk and Diversification DominantBusinessDominantBusinessUnrelatedBusinessesUnrelatedBusinessesRelatedConstrainedRelatedConstrained RelatedLinkedRelatedLinked Shareholder (Business) Risk Profile S AA

24. Transparency 10-24 Risk Level of Diversification Manager and Shareholder Risk and Diversification DominantBusinessDominantBusinessUnrelatedBusinessesUnrelatedBusinessesRelatedConstrainedRelatedConstrained RelatedLinkedRelatedLinked Shareholder (Business) Risk Profile Managerial (Employment ) Risk Profile S M AA BB

25. Transparency 10-25 Principals may engage in monitoring behavior to assess the activities and decisions of managers - However, dispersed shareholding makes it difficult and and inefficient to monitor management’s behavior Agency Theory

26. Transparency 10-26 Principals may engage in monitoring behavior to assess the activities and decisions of managers - However, dispersed shareholding makes it difficult and and inefficient to monitor management’s behavior For example: Boards of Directors have a fiduciary duty to shareholders to monitor management - However, Boards of Directors are often accused of being lax in performing this function Agency Theory

27. Transparency 10-27 Governance Mechanisms Ownership Concentration Boards of Directors Executive Compensation Market for Corporate Control Multidivisional Organizational Structure

28. Transparency 10-28 Ownership Concentration Governance Mechanisms

29. Transparency 10-29 Ownership Concentration - Large block shareholders have a strong incentive to monitor management closely Governance Mechanisms

30. Transparency 10-30 Ownership Concentration - Large block shareholders have a strong incentive to monitor management closely - Their large stakes make it worth their while to spend time, effort and expense to monitor closely Governance Mechanisms

31. Transparency 10-31 Ownership Concentration monitor management closely time, effort and expense to monitor closely - Large block shareholders have a strong incentive to - Their large stakes make it worth their while to spend - They may also obtain Board seats which enhances their ability to monitor effectively (although financial institutions are legally forbidden from directly holding board seats) Governance Mechanisms

32. Transparency 10-32 Boards of Directors Governance Mechanisms

33. Transparency 10-33 Boards of Directors - Insiders - Related Outsiders - Outsiders Governance Mechanisms

34. Transparency 10-34 Boards of Directors - Review and ratify important decisions - Insiders - Related Outsiders - Outsiders Governance Mechanisms

35. Transparency 10-35 Boards of Directors - Review and ratify important decisions - Set compensation of CEO and decide when to replace the CEO - Insiders - Related Outsiders - Outsiders Governance Mechanisms

36. Transparency 10-36 Boards of Directors - Review and ratify important decisions - Set compensation of CEO and decide when to replace the CEO - Lack contact with day to day operations - Insiders - Related Outsiders - Outsiders Governance Mechanisms

37. Transparency 10-37 Recommendations for more effective Board Governance Governance Mechanisms

38. Transparency 10-38 Recommendations for more effective Board Governance - Increase diversity of board members backgrounds - Strengthen internal management and accounting control systems - Establish formal processes for evaluation of the board’s performance Governance Mechanisms

39. Transparency 10-39 Executive Compensation Governance Mechanisms

40. Transparency 10-40 Salary, Bonuses, Long term incentive compensation Executive Compensation Governance Mechanisms

41. Transparency 10-41 Salary, Bonuses, Long term incentive compensation - Executive decisions are complex and non-routine - Many factors intervene making it difficult to establish for outcomes how managerial decisions are directly responsible Executive Compensation - In addition, stock ownership (long-term incentive market changes which are partially beyond their control compensation) makes managers more susceptible to Governance Mechanisms

42. Transparency 10-42 Salary, Bonuses, Long term incentive compensation - Executive decisions are complex and non-routine - Many factors intervene making it difficult to establish for outcomes how managerial decisions are directly responsible Executive Compensation - In addition, stock ownership (long-term incentive market changes which are partially beyond their control compensation) makes managers more susceptible to Incentive systems do not guarantee that managers make the “right” decisions, but they do increase the likelihood that managers will do the things for which they are rewarded Governance Mechanisms

43. Transparency 10-43 Multidivisional Organizational Structure Governance Mechanisms

44. Transparency 10-44 Designed to control managerial opportunism Multidivisional Organizational Structure Governance Mechanisms

45. Transparency 10-45 Designed to control managerial opportunism - Corporate office and Board monitor business-unit - Increased managerial interest in wealth maximization managers’ strategic decisions managers’ strategic decisions Multidivisional Organizational Structure Governance Mechanisms

46. Transparency 10-46 Designed to control managerial opportunism - Corporate office and Board monitor managers’ - Increased managerial interest in wealth maximization strategic decisions Multidivisional Organizational Structure Governance Mechanisms M-form structure does not necessarily limit corporate- level managers’ self-serving actions

47. Transparency 10-47 Designed to control managerial opportunism - Corporate office and Board monitor managers’ - Increased managerial interest in wealth maximization strategic decisions Multidivisional Organizational Structure Governance Mechanisms M-form structure does not necessarily limit corporate- - May lead to greater rather than less diversification level managers’ self-serving actions

48. Transparency 10-48 Designed to control managerial opportunism - Corporate office and Board monitor managers’ - Increased managerial interest in wealth maximization strategic decisions Multidivisional Organizational Structure Governance Mechanisms M-form structure does not necessarily limit corporate- - May lead to greater rather than less diversification Broadly diversified product lines makes it difficult for top-level managers to evaluate the strategic decisions of divisional managers level managers’ self-serving actions

49. Transparency 10-49 Market for Corporate Control Governance Mechanisms

50. Transparency 10-50 Market for Corporate Control Operates when firms face the risk of takeover when they are operated inefficiently Governance Mechanisms

51. Transparency 10-51 Market for Corporate Control Operates when firms face the risk of takeover when they are operated inefficiently - Changes in regulations have made hostile takeovers difficult - Many firms began to operate more efficiently as a result of - The 1980s saw active market for corporate control, largely as a result of available pools of capital (junk bonds) the “threat” of takeover, even though the actual incidence of hostile takeovers was relatively small Governance Mechanisms

52. Transparency 10-52 Market for Corporate Control Operates when firms face the risk of takeover when they are operated inefficiently The market for corporate control acts as an important source of discipline over managerial incompetence and waste - Changes in regulations have made hostile takeovers difficult - Many firms began to operate more efficiently as a result of - The 1980s saw active market for corporate control, largely as a result of available pools of capital (junk bonds) the “threat” of takeover, even though the actual incidence of hostile takeovers was relatively small Governance Mechanisms

53. Transparency 10-53 International Corporate Governance Germany

54. Transparency 10-54 Germany Owner and manager are often the same in private firms Public firms often have a dominant shareholder too, frequently a bank International Corporate Governance

55. Transparency 10-55 Germany Owner and manager are often the same in private firms Medium to large firms have a two-tiered board Public firms often have a dominant shareholder too, frequently a bank - Vorstand monitors and controls managerial decisions - Aufsichtsrat selects the Vorstand - Employees, union members and shareholders appoint members to the Aufsichtsrat International Corporate Governance

56. Transparency 10-56 Germany Owner and manager are often the same in private firms Medium to large firms have a two-tiered board Public firms often have a dominant shareholder too, frequently a bank - Vorstand monitors and controls managerial decisions - Aufsichtsrat selects the Vorstand - Employees, union members and shareholders appoint members to the Aufsichtsrat Frequently there is less emphasis on shareholder value than in U.S. firms, although this may be changing International Corporate Governance

57. Transparency 10-57 Japan International Corporate Governance

58. Transparency 10-58 Japan Obligation, “family” and consensus are important factors International Corporate Governance

59. Transparency 10-59 Japan Keiretsus are strongly interrelated groups of firms tied together by cross-shareholdings Banks (especially “main bank”) are highly influential with firm’s managers Obligation, “family” and consensus are important factors International Corporate Governance

60. Transparency 10-60 Japan Keiretsus are strongly interrelated groups of firms tied together by cross-shareholdings Banks (especially “main bank”) are highly influential with firm’s managers - Powerful government intervention - Close relationships between firms and government sectors - Passive and stable shareholders who exert little control - Virtual absence of external market for corporate control Other characteristics: Obligation, “family” and consensus are important factors International Corporate Governance

61. Transparency 10-61 It is important to serve the interests of multiple stakeholder groups Corporate Governance and Ethical Behavior

62. Transparency 10-62 Shareholders are one important stakeholder group, which are served by the Board of Directors It is important to serve the interests of multiple stakeholder groups Corporate Governance and Ethical Behavior

63. Transparency 10-63 Product market stakeholders (customers, suppliers and host communities) and Organizational stakeholders (managerial and non-managerial employees) are also important stakeholder groups Shareholders are one important stakeholder group, which are served by the Board of Directors It is important to serve the interests of multiple stakeholder groups Corporate Governance and Ethical Behavior

64. Transparency 10-64 Product market stakeholders (customers, suppliers and host communities) and Organizational stakeholders (managerial and non-managerial employees) are also important stakeholder groups Shareholders are one important stakeholder group, which are served by the Board of Directors Although controversial, some believe that ethically responsible firms should introduce governance mechanisms which serve all stakeholders’ interests It is important to serve the interests of multiple stakeholder groups Corporate Governance and Ethical Behavior