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Part I: BUSINESS, SOCIETY, AND STAKEHOLDERS. 1. The Business and Society Relationship. 2. Corporate Citizenship: Social Responsibility, Performance and Sustainability. 3. The Stakeholder Approach to Business, Society, and Ethics. Part II: CORPORATE GOVERNANCE AND STRATEGIC MANAGEMENT ISSUES. 4. Corporate Governance: Foundational Issues. 5. Strategic Management and Corporate Public Affairs. 6. Issue, Risk, and Crisis Management. Part III: BUSINESS ETHICS AND MANAGEMENT. 7. Business Ethics Fundamentals. 8. Personal and Organizational Ethics. 9. Business Ethics and Technology. 10. Ethical Issues in the Global Arena. Part IV: EXTERNAL STAKEHOLDER ISSUES. 11. Business, Government, and Regulation. 12. Business Influence on Government and Public Policy. 13. Consumer Stakeholders: Information Issues and Responses. 14. Consumer Stakeholders: Product and Service Issues. 15. Sustainability and the Natural Environment. 16. Business and Community Stakeholders. Part V: INTERNAL STAKEHOLDER ISSUES. 17. Employee Stakeholders and Workplace Issues. 18. Employee Stakeholders: Privacy, Safety, and Health. 19. Employment Discrimination and Affirmative Action. Cases.
© 2015 Cengage Learning Chapter Corporate Governance: Foundational Issues © 2015 Cengage Learning Learning Outcomes Link the issue of legitimacy to corporate governance Identify the best practices boards of directors can follow Discuss the problems that have led to the recent spate of corporate scandals and the efforts that are currently underway to keep them from happening again Discuss the principle ways in which shareholder activism exerted pressure on corporate management groups to improve governance Discuss the ways in which managers relate to shareholders and the issues arising from that relationship Compare and contrast the shareholder-primacy and directorprimacy models of corporate governance What are their respective strengths and weaknesses? Which you prefer and why? © 2015 Cengage Learning Chapter Outline • Legitimacy and Corporate Governance • Problems in Corporate Governance • Improving Corporate Governance • The Role of Shareholders • The Role of the SEC • Shareholder Activism • Investor Relations • An Alternative Model of Corporate Governance • Summary © 2015 Cengage Learning Legitimacy and Corporate Governance Legitimacy •A condition that prevails when there is a congruence between an organization’s activities and society’s expectations Legitimation •A dynamic process by which a business seeks to perpetuate its acceptance © 2015 Cengage Learning Legitimacy © 2015 Cengage Learning Corporate Governance • Refers to the method by which a firm is being governed, directed, administered, or controlled, and to the goals for which it is being governed • Is concerned with the relative roles, rights, and accountability of such stakeholder groups as owners, boards of directors, managers, employees, and other stakeholders © 2015 Cengage Learning Roles of Four Major Groups Shareholders • Own stock in the firm, giving them ultimate control (the shareholder-primacy model) Board of Directors • Govern and oversee management of the business Managers • The individuals hired by the Board to manage the business on a daily basis Employees • Hired to perform actual operational work © 2015 Cengage Learning The Corporation’s Hierarchy of Authority State Charter Shareholders Board of Directors Management Employees © 2015 Cengage Learning Separation of Ownership from Control Contributes to Governance Problems Corporate Period Precorporate Period Shareholders Shareholders (ownership) (ownership) Owners Owners (ownership) (ownership) Board Boardof of Directors Directors Managers Managers (control) (control) Management Management (control) (control) © 2015 Cengage Learning 10 Governance Impact of the Market for Corporate Control Mergers and acquisitions - •Expectation is that the threat of a possible takeover will motivate top managers to pursue shareholder, rather than self-interest •But many corporate CEOs and boards go to great lengths to protect themselves from takeovers, using: • poison pills (discourages a hostile takeover by making the firm difficult to take on) • golden parachutes (firm agrees to pay key officers in the event of a change in control of the corporation) © 2015 Cengage Learning 19 Insider Trading • • • • • • The practice of buying or selling a security by someone who has access to material information that is not available to the public “Material Information” is information that a reasonable investor might want to use, and is likely to affect the price of the firm’s stock A “tipper” provides that information A “tippee” receives the information Executives and others who work for a firm may have inside information Also those in relationships that include a duty of confidentiality may have inside information, including spouses, parents, children, friends © 2015 Cengage Learning 20 Improving Corporate Governance (1 of 2) • Sarbanes-Oxley Act of 2002 (SOX) • Amends securities laws to protect investors in public companies • Enhances public disclosure to require reporting of off-balance sheet transactions, and personal loans to executives • Limits the nonauditing services an auditor can provide to a firm it audits • Makes it unlawful for accounting firms to provide services where conflicts of interests exist • CEOs and CFOs must certify financials, and are held responsible for financial representations © 2015 Cengage Learning 21 Improving Corporate Governance (2 of 2) Changes in boards of directors • More Board diversity • A greater ratio of outside board members to inside board members •Use of board committees to: • Ensure that financials are not misleading • Ensure that internal controls are adequate • Follow-up allegations of irregularities • Ratify the selection of an external auditor © 2015 Cengage Learning 22 Red Flags Signaling Board Problems Ranking of Red Flags1 Company has to restate earnings Poor employee morale Negative risk assessment from auditor Poor customer satisfaction track record Management misses strategic performance goals Company is target of employee lawsuits Stock price declines Quarterly financial results miss analysts’ expectations Low corporate governance quotient rating © 2015 Cengage Learning 23 Steps to Take for Board Repair Steps to Take 1.Spread risk oversight among multiple committees 2.Seek outside help in identifying potential risks 3.Deepen involvement in corporate strategy 4.Align board size and skill mix with strategy 5.Revamp executive compensation 6.Pick compensation committee members who will question the status quo 7.Use independent compensation consultants 8.Evaluate CEO on grooming potential successors 9.Know what matters to your investors © 2015 Cengage Learning 24 The Board’s Relationship with CEO • Boards are responsible for monitoring CEO performance and dismissing poorly performing CEO • Formerly, CEOs were protected; no more; firings of CEOs are up significantly • If CEO also serves as Chairman of the Board, this duality can offer some protection • Activists have moved to separate CEO and Board functions © 2015 Cengage Learning 25 Board Member Liability • The Business Judgment Rule protects board members if: • • • they act in good faith, making informed decisions that reflect the company’s best interests, and not their own interests • Good Faith is central to the defense • The argument in favor of the Business Judgment Rule is that Board members need to be free to take risks without fear of liability © 2015 Cengage Learning 26 The Role of Shareholders The Shareholder Democracy Movement rises from the fact that although they are owners, shareholders may find that their votes are not counted They seek: A Majority Vote •The requirement that board members be elected by a majority of votes cast, rather than by a plurality Banning Classified or Staggered Boards •Electing members in staggered terms means that it might take or more years to replace a board Proxy Access •Would provide shareholders with the opportunity to propose nominees for the board of directors © 2015 Cengage Learning 27 The Role of the SEC • The SEC Is responsible for protecting investor interests • Critics argue that the SEC is more focused on the needs of businesses than on that of investors • The SEC failed to stop the Bernard Madoff Ponzi scheme before losing investors billions, although they had been warned of the scheme a decade earlier © 2015 Cengage Learning 28 Shareholder Activism © 2015 Cengage Learning 29 Investor Relations • • • • A majority of corporate boards now communicate with their major investors Public corporations have obligations to current and potential shareholders, including Full disclosure (Transparency), and the duty to provide information that might affect investment decisions Management is also responsible for communicating with shareholders CEO Warren Buffet calls his annual shareholder meeting a “Woodstock weekend for capitalists.” © 2015 Cengage Learning 30 An Alternative Model of Corporate Governance • • • The Anglo-American model of corporate governance is one of shareholder primacy A emerging perspective is a director-primacy model of corporate governance A director-primacy model is based on the concept of a corporation that is not owned, but is an independent legal entity that owns itself • • Boards are mediating hierarchs, responsible for balancing competing interests of stakeholders Boards have a duty to shareholders, but boards are the ultimate decision-makers, whose duty is to the corporation © 2015 Cengage Learning 31 Key Terms (1 of 2) • • • • • • • • • • • • • • • Accounting Reform and Investor Protection Act of 2002 Agency problems Anglo-American model Audit committee Backdating Board of directors Bullet-dodging Business judgment rule CEO duality Charter Classified boards Clawback provisions Compensation committee Corporate gadflies Corporate governance • • • • • • • • • • • • • • • Director-primacy model Dodd-Frank Wall Street Reform and Consumer Protection Act Employees Fragile mandate Full disclosure Golden parachute Information asymmetry Inside directors Insider trading Legitimacy Legitimation Majority vote Management Material information Nominating committee © 2015 Cengage Learning 32 Key Terms (2 of 2) • • • • • • • • • • • • • Out-of-pocket liability Outside directors Personal liability Poison pill Ponzi scheme Private Securities Litigation Reform Act of 1995 Proxy access Regulation FD (fair disclosure) Sarbanes-Oxley Act (SOX) Say on Pay movement SEC Rule 10b5-1 SEC Rule 10b5-2 Separation of ownership from control • • • • • • • • • • • • Shareholder activism Shareholder democracy Shareholder lawsuit Shareholder resolutions Shareholders Spring-loading Stock options Tax gross-up Team-production model Tippee Tipper Transparency © 2015 Cengage Learning 33 [...]... strategy 4. Align board size and skill mix with strategy 5.Revamp executive compensation 6.Pick compensation committee members who will question the status quo 7.Use independent compensation consultants 8.Evaluate CEO on grooming potential successors 9.Know what matters to your investors © 2015 Cengage Learning 24 The Board’s Relationship with CEO • Boards are responsible for monitoring CEO performance and. .. • Activists have moved to separate CEO and Board functions © 2015 Cengage Learning 25 Board Member Liability • The Business Judgment Rule protects board members if: • • • they act in good faith, making informed decisions that reflect the company’s best interests, and not their own interests • Good Faith is central to the defense • The argument in favor of the Business Judgment Rule is that Board members... Enhances public disclosure to require reporting of off-balance sheet transactions, and personal loans to executives • Limits the nonauditing services an auditor can provide to a firm it audits • Makes it unlawful for accounting firms to provide services where conflicts of interests exist • CEOs and CFOs must certify financials, and are held responsible for financial representations © 2015 Cengage Learning... • • • A majority of corporate boards now communicate with their major investors Public corporations have obligations to current and potential shareholders, including Full disclosure (Transparency), and the duty to provide information that might affect investment decisions Management is also responsible for communicating with shareholders CEO Warren Buffet calls his annual shareholder meeting a “Woodstock... competing interests of stakeholders Boards have a duty to shareholders, but boards are the ultimate decision-makers, whose duty is to the corporation © 2015 Cengage Learning 31 Key Terms (1 of 2) • • • • • • • • • • • • • • • Accounting Reform and Investor Protection Act of 2002 Agency problems Anglo-American model Audit committee Backdating Board of directors Bullet-dodging Business judgment rule... gadflies Corporate governance • • • • • • • • • • • • • • • Director-primacy model Dodd-Frank Wall Street Reform and Consumer Protection Act Employees Fragile mandate Full disclosure Golden parachute Information asymmetry Inside directors Insider trading Legitimacy Legitimation Majority vote Management Material information Nominating committee © 2015 Cengage Learning 32 Key Terms (2 of 2) • • • • • •... information that is not available to the public “Material Information” is information that a reasonable investor might want to use, and is likely to affect the price of the firm’s stock A “tipper” provides that information A “tippee” receives the information Executives and others who work for a firm may have inside information Also those in relationships that include a duty of confidentiality may have... Ratio of CEO pay to that of average worker •1980, 42 -1 •2000, 531-1 •2011, 380 to 1 Say on Pay •Evolved from concerns over excessive executive compensation Clawback provisions •Compensation recovery mechanisms that enable a company to recoup CEO pay, typically in the event of a financial restatement or executive’s misbehavior © 2015 Cengage Learning 14 CEO Pay Controversy 1 Shareholder push to link... © 2015 Cengage Learning 22 Red Flags Signaling Board Problems Ranking of Red Flags1 Company has to restate earnings 2 Poor employee morale 3 Negative risk assessment from auditor 4 Poor customer satisfaction track record 5 Management misses strategic performance goals 6 Company is target of employee lawsuits 7 Stock price declines 8 Quarterly financial results miss analysts’ expectations 9 Low corporate... all, and whether they are paid enough © 2015 Cengage Learning 17 Transparency Exec compensation packages may include deferred pay, Severance, pension benefits, & other perks over $10,000 SEC Rules require disclosure of executive compensation Such disclosures may have a moderating impact prior to implementation © 2015 Cengage Learning 18 Governance Impact of the Market for Corporate Control Mergers and ... shareholders and the issues arising from that relationship Compare and contrast the shareholder-primacy and directorprimacy models of corporate governance What are their respective strengths and weaknesses?... shareholder-primacy model) Board of Directors • Govern and oversee management of the business Managers • The individuals hired by the Board to manage the business on a daily basis Employees • Hired to... are their respective strengths and weaknesses? Which you prefer and why? © 2015 Cengage Learning Chapter Outline • Legitimacy and Corporate Governance • Problems in Corporate Governance • Improving