战略管理第十章剖析

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However, dispersed shareholding makes it difficult and and inefficient to monitor management’s behavior
Example: Boards of Directors have a fiduciary duty to shareholders to monitor management
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
Example: Overdiversification because increased product diversification leads to lower employment risk for managers and greater compensation
Solution: Principals engage in incentive-based performance contracts, monitoring mechanisms such as the board of directors and enforcement mechanisms such as the managerial labor market to mitigate the agency problem
Level of Diversification
Unrelated Businesses
Ch10-6
Agency Theory
Principals may engage in monitoring behavior to assess the activities and decisions of managers
managers Ch10-3
Agency Theory
An agency relationship exists when:
Shareholders (Principals)
Firm Owners
Hire
Agency Relationship
Risk Bearing Specialist (Principal)
Managerial DecisionMaking Specialist (Agent)
Managers (Agents)
Decision Makers
which creates
Ch10-4
Agency Theory
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
Ch10-8
Hale Waihona Puke Baidu
Governance Mechanisms
Ownership Concentration
Large block shareholders have a strong incentive to monitor management closely
Ch10-2
Separation of Ownership and Managerial Control
Basis of the modern corporation
Shareholders purchase stock, becoming Residual Claimants
- Shareholders reduce risk efficiently by holding diversified portfolios
However, Boards of Directors are often accused of being lax in performing this function
Ch10-7
Governance Mechanisms
Ownership Concentration Boards of Directors Executive Compensation Multidivisional Organizational Structure Market for Corporate Control
Chapter 10
Corporate Governance
Ch10-1
Corporate Governance
Corporate Governance is a relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations
Professional managers contract to provide decisionmaking
Modern public corporation form leads to efficient specialization of tasks
- Risk bearing by shareholders - Strategy development and decision-making by
Ch10-5
Manager and Shareholder Risk and Diversification
Shareholder
(Business)
Managerial
Risk Profile
(Employment)
S
Risk Profile
M
Risk
Dominant Business
A Related Related B Constrained Linked
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