第二章-公司治理PPT课件

An Agency Relationship
Agency Theory Problem
• 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 inappropriately
❖ 公司治理：它是用来协调企业内部不同利害关系者之间利益差别和行为的一 系列法律、文化、习惯和制度的统称，有狭义和广义两方面的含义。
❖ 狭义的公司治理，是指所有者，主要是股东对经营者的一种监督与制衡机制。即 通过一种制度安排，来合理地配置所有者与经营者之间的权利与责任关系。
❖ 公司治理的目标是保证股东利益的最大化，防止经营者对所有者利益的背离。 ❖ 其主要特点是通过股东大会、董事会、监事会及管理层所构成的公司治理结构的内部治
– risk bearing by shareholders – strategy development and decision-making by
managers
Fra Baidu bibliotek
Agency Relationship: Owners and Managers
Shareholders (Principals) • Firm owners
• External Governance Mechanisms
– Market for Corporate Control
Separation of Ownership and Managerial Control
• Basis of the modern corporation
– shareholders purchase stock, becoming residual claimants
– contracts, monitoring mechanisms such as the board of directors and enforcement mechanisms such as the managerial labor market to mitigate the agency problem
理。
❖ 广义的公司治理是涉及到广泛的利害相关者的关系治理，包括股东、债权人、供 应商、雇员、政府和社区等与公司有利害关系的集团。
Corporate Governance Mechanisms
• Internal Governance Mechanisms
– Board of Directors – Managerial Incentive Compensation – Ownership Concentration
– shareholders reduce risk by holding diversified portfolios
– professional managers are contracted to provide decision-making
• Modern public corporation form leads to efficient specialization of tasks
第二章 公司治理 Corporate Governance
1 公司治理机制 2 公司治理的发展历程 3 公司治理理论 4 比较公司治理
1 公司治理机制
• Corporate governance is
– a relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations
Agency Relationship: Owners and Managers
Shareholders (Principals) • Firm owners
• Decision makers
Managers (Agents)
Agency Relationship: Owners and Managers
• Solution:
– principals engage in incentive-based performance contracts
– monitoring mechanisms such as the board of directors
– enforcement mechanisms such as the managerial labor market to mitigate the agency problem
Shareholders (Principals) • Firm owners
• Decision makers
Managers (Agents)
• Risk bearing specialist (principal) pays compensation to a managerial decision-making specialist (agent)
• Example: Overdiversification because increased product
– diversification leads to lower employment risk for managers and greater compensation
• Solution: Principals engage in incentivebased performance
– concerned with identifying ways to ensure that strategic decisions are made effectively
– used in corporations to establish order between the firm’s owners and its top-level managers