Beruflich Dokumente
Kultur Dokumente
2
SUNBEAM
3
CORPORATE GOVERNANCE
Share holders
Environment
4
CORPORATE GOVERNANCE IMPACTS PERFORMANCE
5
EARLY WARNING SIGNS OF PROBLEMS WITH KRISPY KREME
Source: M. Maremont and R. Brooks, “Fresh Woes Batter Krispy Kreme; Doughnut Firm to Restate Results, Delay SEC Filing; Shares Take a 15% Tumble,” Wall
Street Journal (Eastern edition), January 5,2005.p.A3 6
AGENTS AND PRINCIPALS
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EXAMPLES OF CODES OF GOVERNANCE
1. In 2003, a Combined Code made further additions to the code, but these basic principles remain
2. Just one of several codes in existence in the United States
3. The Sarbanes-Oxley Act requires that the lead audit partner be rotated every 5 years; changing audit firm after 10 years of continual relationship or if former audit
partner is employed by the company 8
SOME NEW COMPLIANCE RULES FROM SARBANES-OXLEY
• Auditors must list the non-audit services they are unable to perform
during an audit
• A one-year waiting period for audit-firm employees who leave an
accounting firm to become an executive for a former client
• Transactions and relationships that are off the balance sheet but that may
affect financial status must now be disclosed
• Personal loans from a corporation to its executives are now largely
prohibited
• Research analysts for securities firms must now file conflict of interest
disclosures. For instance, analysts must report whether they hold any
securities in a company or have received corporate compensation
• Brokers and dealers must disclose if the public company is a client
• Altering, destroying, concealing, or falsifying records or documents with
the intent to influence a federal investigation or bankruptcy case is
subject to fines and up to 20 years of imprisonment
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OWNERSHIP STRUCTURE VARIES
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EFFECTS OF CEO FIRINGS
Source: M.wiersema, “Holes at the Top: Why CEO Firings Backfire,” Harvard Business Review 80;12 (2002), 70-77
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INCENTIVE ALIGNMENT
Example:
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HOW WOULD YOU DO THAT? – DENDRITE INTERNATIONAL
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EXECUTIVE STOCK OWNERSHIP IN 2004
Executives 142 57 58
Source: Adapted from Fredrick W. Cook & Co., Inc., “Stock Ownership Policies: Prevalence and design of Executive and Director
Ownership Policies Among the Top 250 Companies,” www.fecook.com/surveys.html (accessed Nov 29, 2005), Sep 2004 15
INCENTIVE COMPENSATION
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CEO PAY COMPARISON
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HIGHEST PAID CEOs
Share holders
Elect
Corporate control: Example:
Corporation
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POOR CORPORATE GOVERNANCE, A WORLD-WIDE PROBLEM
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CORPORATE GOVERNANCE: U.S VS. JAPAN
U.S Japan
Owner-manager
Adversarial Co-operative
relationship
Ownership
Control function Monitoring function
concentration
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CORPORATE GOVERNANCE IN GERMANY AND CHINA
Germany China
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HOW WOULD YOU DO THAT? – CHIQUITA
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