Sie sind auf Seite 1von 23

CHAPTER 2

Corporate
Governance

STRATEGIC MANAGEMENT & BUSINESS POLICY


10TH EDITION
THOMAS L. WHEELEN

Prentice Hall, Inc. 2006

J. DAVID HUNGER

2-1

Corporate Governance

Prentice Hall, Inc. 2006

2-2

Corporate Governance

The relationship among the board of


directors, top management, and
shareholders determining the direction
and performance of the corporation

Prentice Hall, Inc. 2006

2-3

Corporate Governance

Role of Board
Monitor
Evaluate and influence
Initiate and determine

Prentice Hall, Inc. 2006

2-4

Board of Directors Continuum

Prentice Hall, Inc. 2006

2-5

Board of Directors

Members -Inside directors


management directors
Officers or execs employed by the firm

Outside directors
non-management directors
Execs of other firms not employed by the
boards corporation

Prentice Hall, Inc. 2006

2-6

Agency Theory

Agency Problem
Objectives of owners & agents in conflict
Difficult for owners to verify agent performance

Risk Sharing Problem


Owners & agents risk assessment in conflict

Prentice Hall, Inc. 2006

2-7

Stewardship Theory

Executives more motivated to act in best


interest of the corporation than their own
self-interests. Theory that over time, senior
executives tend to view corporation as
extension of selves.

Prentice Hall, Inc. 2006

2-8

Board of Directors

When Outsiders can be considered Insiders


Affiliated Directors
Retired Directors
Family Directors

Prentice Hall, Inc. 2006

2-9

Board of Directors

Codetermination
The inclusion of a corporations employees on its
board of directors

Prentice Hall, Inc. 2006

2-10

Board of Directors

Interlocking Directorates
Direct Interlocking
Indirect Interlocking

Prentice Hall, Inc. 2006

2-11

Board of Directors

Nominations & Elections


Traditional Approach
CEO invitation to membership
Shareholders approval in annual proxy statement
All nominees usually elected

Prentice Hall, Inc. 2006

2-12

Board of Directors

Nominations & Elections


Staggered Board Approach
Staggered terms of service/election

Prentice Hall, Inc. 2006

2-13

Board of Directors

Sarbanes-Oxley
Code of Ethics
Audit, Nominating, and Compensation
Committees all outside directors

Prentice Hall, Inc. 2006

2-14

Board of Directors

Organization of the Board


Size
Charter & Bylaws Determination

Prentice Hall, Inc. 2006

2-15

Board of Directors

Corporate Governance
Review & shaping of strategy
Pressure for corporate performance
Demand for executive stock ownership
Outside directors increasing
Impact of Sarbanes-Oxley

Prentice Hall, Inc. 2006

2-16

Board of Directors

Transformational leaders
Change agents through vision for change

Prentice Hall, Inc. 2006

2-17

Board of Directors

Successful CEOs
Strategic vision
Passion for the company
Strong communication
charisma

Prentice Hall, Inc. 2006

2-18

Board of Directors

Executive Leadership
Strategic vision
Role model

Prentice Hall, Inc. 2006

2-19

Board of Directors

Executive Leadership
Communication of performance standards
Demonstrates confidence in abilities of followers

Prentice Hall, Inc. 2006

2-20

Strategic Management Process

Strategic Planning Staff


Supports top management & business units in
the strategic planning process

Prentice Hall, Inc. 2006

2-21

Strategic Management Process

Strategic Planning Staff


Identify & analyze company-wide strategic issues
Generate strategic alternatives

Prentice Hall, Inc. 2006

2-22

Strategic Management Process

Strategic Planning Staff


Facilitate business units in coordinating activities
related to strategic planning process

Prentice Hall, Inc. 2006

2-23