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Governance Mechanisms And Agency Conflicts Between Managers And Shareholders
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Book Synopsis Governance Mechanisms and Agency Conflicts Between Managers and Shareholders by : Thanh Truong
Download or read book Governance Mechanisms and Agency Conflicts Between Managers and Shareholders written by Thanh Truong and published by . This book was released on 2013 with total page 26 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper focuses on the links that exist between corporate governance attributes and equity agency conflicts for the top 500 Australian listed firms. Our proxies for equity agency conflicts (asset utilisation and discretionary operating expense ratios) vary significantly across firms and are generally lower than those for large U.S. firms and U.K. firms. Consistent with previous studies, inside ownership, board size, board leadership and short-term debt financing, are positively related with efficient use of assets, but not with reduced discretionary operating expenses. There is evidence of a non-linear relation between the measures of efficiency and both inside ownership and board size.
Book Synopsis Corporate Governance by : H. Kent Baker
Download or read book Corporate Governance written by H. Kent Baker and published by John Wiley & Sons. This book was released on 2010-08-20 with total page 690 pages. Available in PDF, EPUB and Kindle. Book excerpt: A detailed look at the importance of corporate governance in today's business world The importance of corporate governance became dramatically clear at the beginning of the twenty-first century as a series of corporate meltdowns from managerial fraud, misconduct, and negligence caused a massive loss of shareholder wealth. As part of the Robert W. Kolb Series in Finance, this book provides a comprehensive view of the shareholder-manager relationship and examines the current state of governance mechanisms in mitigating the principal-agent conflict. This book also offers informed suggestions and predictions about the future direction of corporate governance. Relies on recent research findings to provide guidance through the maze of theories and concepts Uses a structured approach to put corporate governance in perspective Addresses essential issues related to corporate governance including the idea of principal-agent conflict, role of the board of directors, executive compensation, corporate monitoring, proxy contests and corporate takeovers, and regulatory intervention Corporate governance is an essential part of mainstream finance. If you need to gain a better understanding of this topic, look no further than this book.
Book Synopsis The Control of Corporate Europe by : Fabrizio Barca
Download or read book The Control of Corporate Europe written by Fabrizio Barca and published by OUP Oxford. This book was released on 2001-11-15 with total page 354 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by an international team of authors, this book provides the first systematic account of the control of corporate Europe based on voting block data disclosed in accordance with the European Union's Large Holdings Directive (88/627/EEC). The study provides detailed information on the voting control of companies listed on the official markets in Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, the United Kingdom, and, as a benchmark comparison, the United States. The authors record a high concentration of control of corporations in many European countries with single blockholders frequently controlling more than fifty per cent of corporate votes. In contrast, a majority of UK listed companies have no blockholder owning more than ten per cent of shares, and a majority of US listed companies have no blockholder with more than six per cent of shares. Those chapters devoted to individual countries illustrate how blockholders can use legal devices to leverage their voting power over their cash-flow rights, or how incumbents prevent outsiders from gaining voting control. It is shown that the cultural and linguistic diversity of Europe is (almost) matched by its variety of corporate control arrangements.
Book Synopsis Directors' Remuneration by : Study Group on Directors' Remuneration
Download or read book Directors' Remuneration written by Study Group on Directors' Remuneration and published by . This book was released on 1995 with total page 82 pages. Available in PDF, EPUB and Kindle. Book excerpt: A complete copy of the Report including the Code of Best Practice. The Study Group on Director's Remuneration was set up on the initiative of the CBI in January 1995 in response to public and shareholder concerns about pay and other remuneration of company directors in the United Kingdom. The report covers code of best practice, main action points, remuneration committees, disclosure, remuneration policy, service contracts and compensation, privatised utilities.
Book Synopsis Report of the Committee on the Financial Aspects of Corporate Governance by : Committee on the Financial Aspects of Corporate Governance
Download or read book Report of the Committee on the Financial Aspects of Corporate Governance written by Committee on the Financial Aspects of Corporate Governance and published by . This book was released on 1992 with total page 108 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Corporate Governance, Ownership Structure and Firm Performance by : Hoang N. Pham
Download or read book Corporate Governance, Ownership Structure and Firm Performance written by Hoang N. Pham and published by Routledge. This book was released on 2022-01-25 with total page 190 pages. Available in PDF, EPUB and Kindle. Book excerpt: The relationship between ownership structure and firm performance has been studied extensively in corporate finance and corporate governance literature. Nevertheless, the mediation (path) analysis to examine the issue can be adopted as a new approach to explain why and how ownership structure is related to firm performance and vice versa. This approach calls for full recognition of the roles of agency costs and corporate risk-taking as essential mediating variables in the bi-directional and mediated relationship between ownership structure and firm performance. Based on the agency theory, corporate risk management theory and accounting for the dynamic endogeneity in the ownership–performance relationship, this book develops two-mediator mediation models, including recursive and non-recursive mediation models, to investigate the ownership structure–firm performance relationship. It is demonstrated that agency costs and corporate risk-taking are the ‘missing links’ in the ownership structure–firm performance relationship. Hence, this book brings into attention the mediation and dynamic approach to this issue and enhances the knowledge of the mechanisms for improving firm’s financial performance. This book will be of interest to corporate finance, management and economics researchers and policy makers. Post-graduate research students in corporate governance and corporate finance will also find this book beneficial to the application of econometrics into multi-dimensional and complex issues of the firm, including ownership structure, agency problems, corporate risk management and financial performance.
Book Synopsis Essays in Corporate Governance by : Ms. Nadya Malenko
Download or read book Essays in Corporate Governance written by Ms. Nadya Malenko and published by . This book was released on 2011 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This dissertation provides a theoretical analysis of several corporate governance mechanisms in the presence of information asymmetries and agency conflicts between shareholders, managers, and directors. The first essay of the dissertation analyzes decision-making in corporate boards and studies how board characteristics and the design of board meetings affect board decisions. Two other essays are on shareholder activism. The second essay focuses on voting for non-binding shareholder proposals and examines its effectiveness in conveying shareholder views to the management. The third essay considers another common form of shareholder activism, private negotiations with the management, and studies the activist's choice between private negotiations and public confrontation. The first essay, "Communication and Decision-Making in Corporate Boards, " develops a theory of communication and collective decision-making in a board of directors whose members have private information about the issue under discussion. The key element of the model is that the quality of board communication is endogenous, because it depends on the time and effort directors are willing to put into communicating their information to others. Directors may have biases regarding the decision and may be reluctant to disagree with the prevailing opinion in the boardroom. I show that when effective communication is personally costly for directors, both stronger preferences for conformity and stronger biases may improve the board's decisions because directors will have stronger incentives to convince others of their position. These results have implications for the design of board policies, including the use of open vs. secret ballot voting, the establishment and composition of committees, and the frequency of executive sessions of outside directors. The second essay, "Non-Binding Voting for Shareholder Proposals, " which is co-authored with Doron Levit and is forthcoming in the Journal of Finance, considers another setting where information relevant for the firm's decisions is dispersed among many agents, namely, the firm's large shareholders. Our main question is whether voting for non-binding shareholder proposals fulfills its intended role of conveying shareholders' expectations to the management. We show that when the interests of the manager and shareholders are not aligned, non-binding voting generally fails to convey shareholder views to the manager. This distinguishes voting for non-binding proposals from standard voting for binding proposals, where some information is always conveyed. In practice, the effectiveness of shareholder proposals may be affected by external governance mechanisms, such as the market for corporate control in the form of activist investors. Our analysis demonstrates that the presence of an activist investor can enhance the advisory role of non-binding voting only if there is substantial conflict of interest between the activist and shareholders. Although shareholder proposals have become increasingly common in recent years, submitting a proposal to a shareholder vote is often viewed by activist investors as a tactic of last resort. According to survey evidence, activists generally try to achieve their objectives through private negotiations with the management and use confrontational tactics only if these negotiations are not successful. The third essay, "Behind-the-Scene Negotiations in Shareholder Activism, " examines under which circumstances negotiations between the activist and the management fail. I study these negotiations in a bargaining framework where the manager is privately informed about his private benefits. The model provides implications for the likelihood of proposal withdrawals and announcement effects of proposal submissions. It demonstrates, in particular, that the announcement of an activist's intervention may have a negative price effect even if the intervention is known to be beneficial to the company.
Book Synopsis Corporate Governance Mechanisms in Action by : Sean Hennessey
Download or read book Corporate Governance Mechanisms in Action written by Sean Hennessey and published by . This book was released on 2006 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: The resolution of conflicts between shareholders and managers, at minimal cost, is the goal of corporate governance. In 1999, an intriguing series of events occurred that dramatically reshaped the Canadian airline industry. This clinical study considers these events in relation to the four mechanisms that shareholders rely upon to ensure managers do not act in their own self-interest at the expense of investors: 1) the board of directors, 2) aligning the interests of the two parties, 3) the actions of the market, and 4) takeovers. The results of this clinical study suggest that these four mechanisms may not be sufficient to control a management team that is committed to a course of action and to retaining their positions. This case illustrates that agency costs are real for shareholders and that the goals of management may be in conflict with and even supercede those of shareholders. In practice, corporate governance can be severely limited. This can be the case even when the majority of board members are unrelated to the company. In addition, institutional shareholders may not be the disciplining force that theory and logic suggests. Overall, the results of the study imply that managerial entrenchment is a powerful motivating force that may be impossible to counter even for a large, poorly performing corporation that is subject to a very attractive takeover offer.
Book Synopsis Corporate Payout Policy by : Harry DeAngelo
Download or read book Corporate Payout Policy written by Harry DeAngelo and published by Now Publishers Inc. This book was released on 2009 with total page 215 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate Payout Policy synthesizes the academic research on payout policy and explains "how much, when, and how". That is (i) the overall value of payouts over the life of the enterprise, (ii) the time profile of a firm's payouts across periods, and (iii) the form of those payouts. The authors conclude that today's theory does a good job of explaining the general features of corporate payout policies, but some important gaps remain. So while our emphasis is to clarify "what we know" about payout policy, the authors also identify a number of interesting unresolved questions for future research. Corporate Payout Policy discusses potential influences on corporate payout policy including managerial use of payouts to signal future earnings to outside investors, individuals' behavioral biases that lead to sentiment-based demands for distributions, the desire of large block stockholders to maintain corporate control, and personal tax incentives to defer payouts. The authors highlight four important "carry-away" points: the literature's focus on whether repurchases will (or should) drive out dividends is misplaced because it implicitly assumes that a single payout vehicle is optimal; extant empirical evidence is strongly incompatible with the notion that the primary purpose of dividends is to signal managers' views of future earnings to outside investors; over-confidence on the part of managers is potentially a first-order determinant of payout policy because it induces them to over-retain resources to invest in dubious projects and so behavioral biases may, in fact, turn out to be more important than agency costs in explaining why investors pressure firms to accelerate payouts; the influence of controlling stockholders on payout policy --- particularly in non-U.S. firms, where controlling stockholders are common --- is a promising area for future research. Corporate Payout Policy is required reading for both researchers and practitioners interested in understanding this central topic in corporate finance and governance.
Book Synopsis Corporate Governance 1e by : Steen Thomsen
Download or read book Corporate Governance 1e written by Steen Thomsen and published by McGraw Hill. This book was released on 2012-04-16 with total page 393 pages. Available in PDF, EPUB and Kindle. Book excerpt: This exciting new text provides a complete introduction to Corporate Governance. It deals with the control and direction of companies by boards, owners and company law, and also looks at the mechanisms of governance and the different governance systems around the world. Part 1: is a non-technical overview of the relevant theories, governance mechanisms and the country models.Part 2: looks at some of the most important governance mechanisms in detail.Part 3: studies individual international corporate governance systems.Part 4: wraps up with a discussion on governance practices.
Book Synopsis Essays on the Shortcomings of Mechanisms Intended to Mitigate the Agency Conflict Between Manager and Shareholders by : Julia Grathwohl
Download or read book Essays on the Shortcomings of Mechanisms Intended to Mitigate the Agency Conflict Between Manager and Shareholders written by Julia Grathwohl and published by . This book was released on 2012 with total page 141 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis The Oxford Handbook of Corporate Governance by : Mike Wright
Download or read book The Oxford Handbook of Corporate Governance written by Mike Wright and published by OUP Oxford. This book was released on 2013-03-28 with total page 832 pages. Available in PDF, EPUB and Kindle. Book excerpt: The behavior of managers-such as the rewards they obtain for poor performance, the role of boards of directors in monitoring managers, and the regulatory framework covering the corporate governance mechanisms that are put in place to ensure managers' accountability to shareholder and other stakeholders-has been the subject of extensive media and policy scrutiny in light of the financial crisis of the early 2000s. However, corporate governance covers a much broader set of issues, which requires detailed assessment as a central issue of concern to business and society. Critiques of traditional governance research based on agency theory have noted its "under-contextualized" nature and its inability to compare accurately and explain the diversity of corporate governance arrangements across different institutional contexts. The Oxford Handbook of Corporate Governance aims at closing these theoretical and empirical gaps. It considers corporate governance issues at multiple levels of analysis-the individual manager, firms, institutions, industries, and nations-and presents international evidence to reflect the wide variety of perspectives. In analyzing the effects of corporate governance on performance, a variety of indicators are considered, such as accounting profit, economic profit, productivity growth, market share, proxies for environmental and social performance, such as diversity and other aspects of corporate social responsibility, and of course, share price effects. In addition to providing a high level review and analysis of the existing literature, each chapter develops an agenda for further research on a specific aspect of corporate governance. This Handbook constitutes the definitive source of academic research on corporate governance, synthesizing studies from economics, strategy, international business, organizational behavior, entrepreneurship, business ethics, accounting, finance, and law.
Book Synopsis The Corporate Governance of Banks by : Ross Levine
Download or read book The Corporate Governance of Banks written by Ross Levine and published by World Bank Publications. This book was released on 2004 with total page 20 pages. Available in PDF, EPUB and Kindle. Book excerpt: "Levine examines the corporate governance of banks. When banks efficiently mobilize and allocate funds, this lowers the cost of capital to firms, boosts capital formation, and stimulates productivity growth. So, weak governance of banks reverberates throughout the economy with negative ramifications for economic development. After reviewing the major governance concepts for corporations in general, the author discusses two special attributes of banks that make them special in practice: greater opaqueness than other industries and greater government regulation. These attributes weaken many traditional governance mechanisms. Next, he reviews emerging evidence on which government policies enhance the governance of banks and draws tentative policy lessons. In sum, existing work suggests that it is important to strengthen the ability and incentives of private investors to exert governance over banks rather than to rely excessively on government regulators. These conclusions, however, are particularly tentative because more research is needed on how legal, regulatory, and supervisory policies influence the governance of banks. This papera product of the Global Corporate Governance Forum, Corporate Governance Departmentis part of a larger effort in the department to improve the understanding of corporate governance reform in developing countries"-- World Bank web site.
Book Synopsis Corporate Governance by : Kevin Keasey
Download or read book Corporate Governance written by Kevin Keasey and published by John Wiley & Sons. This book was released on 2005-05-05 with total page 482 pages. Available in PDF, EPUB and Kindle. Book excerpt: The decade since the publication of the Cadbury Report in1992 has seen growing interest in corporate governance. This growth has recently become an explosion with major corporate scandals such as WorldCom and Enron in the US, the international diffusion of corporate governance codes and wider interest in researching corporate governance in different institutional contexts and through different subject lenses. In view of these developments, this book will be a rigorous update and development of the editor’s earlier work, Corporate Governance: Economic, Management and Financial Issues. Each chapter, written by an expert in the subject offers a high level review of the topic, embracing material from financial accounting, strategy and economic perspectives.
Book Synopsis A Contingency Framework of Enterprise Governance in the UK by : Adel Hassan Aly Abdel-Fattah Elghrabawy
Download or read book A Contingency Framework of Enterprise Governance in the UK written by Adel Hassan Aly Abdel-Fattah Elghrabawy and published by . This book was released on 2012 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance (CG) has recently received much attention because of the wave of financial scandals in the early 2000s and the more recent global financial crisis. CG reforms, including laws, codes and listing rules have been established to protect shareholders' rights and restore investors' confidence in the capital market. These reforms have largely contributed to the evolution of internal and external governance mechanisms that are aimed at mitigating agency conflicts between managers and shareholders. However, overemphasis has been placed on the monitoring and control dimensions of governance, which may hinder entrepreneurial activities, obscure business prosperity and contribute to a narrow perspective on CG. It has been argued that there is a need to broaden CG beyond compliance (conformance) to a set of rules and laws, to include the performance aspects of governance that focus on strategy and value creation. In other words, governance should not only focus on monitoring managerial performance to ensure accountability to shareholders, but also on mechanisms that motivate management to optimise shareholders' wealth. Enterprise governance (EG) framework has been introduced to keep the balance between the conformance and performance dimensions of governance. However, few studies address the possible tension between conformance and performance. Moreover, there is no agreement among these studies on the relationship between conformance and performance in the governance context. Arguably, Value-based Management (VBM) is an appropriate approach to address the issue of EG. VBM adopts value creation as an overall objective, develops a strategy that contributes to value creation and integrates it into decision-making. In this way, VBM can act as an effective mechanism for motivating management to maximise shareholder wealth, which works in parallel with other CG mechanisms, to mitigate agency conflicts resulting from the separation between ownership and management. This study aims to develop a contingency framework of EG through operationalising the conformance using CG and performance using corporate entrepreneurship (CE). This framework examines the inter-relationships between VBM, compliance with the Combined Code on Corporate Governance (CCCG), CE and the ultimate effect on organisational performance. More specifically, the study empirically examines the effect of compliance with the CCCG on CE, and whether VBM can achieve a balance between compliance with the CCCG and CE, should a conflict exist. The study also examines whether a fit between contingency variables (company size, agency conflicts, uncertainty, strategy and decentralisation), VBM, compliance with the CCCG codes and CE is associated with organisational performance. To achieve the aim of this study a cross-sectional survey, based on a questionnaire, is conducted to identify the level of VBM implementation, contextual and organisational factors in the large and medium quoted companies in the UK. The questionnaire targets the Chief Financial Officers (CFOs) in these companies as key informants. In addition, a content analysis of the annual reports of the sampled companies is undertaken to measure the level of compliance with the CCCG. Financial data (e.g. organisational performance) have been obtained from the DataStream, Fame and Thomson One Banker databases. Partial Least Squares Structural Equation Modelling (PLS-SEM) is adopted for data analysis and hypotheses testing. The results suggest that VBM implementation is positively associated with agency conflicts, low cost strategies and decentralisation. Compliance with the CCCG is positively associated with agency conflicts and company size. CE is positively associated with company size, uncertainty and differentiation strategies. In addition, the fit between compliance with the CCCG and contingency factors significantly predicts the marketbased performance. The fit between CE and the contingency factors significantly predict the perceived performance. However, the results regarding the effect of VBM on organisational performance are mixed. While VBM has no significant direct effect on the market-based performance, VBM has indirect positive effect on the market-based performance acting through compliance with the CCCG as an intervening variable. VBM is significantly associated with compliance with the CCCG but not with CE. No evidence is found for negative association between compliance with the CCCG and CE. The results support a large number of the proposed relationships between the contingency factors, VBM, compliance with the CCCG and CE. The results also suggest that using both compliance with the CCCG and CE as intervening variables in the relationship between VBM and organisational performance contributes to explaining the mixed results in the VBM literature. In terms of the EG framework, VBM does not keep a balance between conformance and performance. VBM emphasises the compliance with the CCCG (conformance) at the expense of CE (performance). The results did not provide significant evidence of a conflict between compliance with the CCCG and CE, the area which lacks empirical evidence. This study contributes to the literature at different levels. At the theoretical level, this study develops a theoretical model that links a performance management system (PMS), i.e. VBM, to CG practices and CE. This model attempts to bridge the gap between different disciplines, including management accounting, CG and entrepreneurship. Furthermore, combining both the contingency theory and the agency theory lenses contributes to the development of a comprehensive model of EG. At the methodological level, unlike previous studies, this study measures VBM practices on a continuum, rather than categories. Multiple data collection methods are used, and a powerful statistical technique (PLS-SEM) is adopted for data analysis. At the empirical level, the study is conducted in the UK. Though it is different from the US in many aspects, very few studies have been conducted in this context in many research areas such as VBM, CG and CE.
Book Synopsis Comparative Corporate Governance by : Véronique Magnier
Download or read book Comparative Corporate Governance written by Véronique Magnier and published by Edward Elgar Publishing. This book was released on 2017-08-25 with total page 233 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comparative Corporate Governance considers the effects of globalization on corporate governance issues and highlights how, despite these widespread consequences, predictions of legal convergence have not come true. By adopting a comparative legal approach, this book explores the disparity between convergence attempts and the persistence of local models of governance in the US, Europe and Asia.
Book Synopsis The Role of Financial Reporting and Transparency in Corporate Governance by : Chris Armstrong
Download or read book The Role of Financial Reporting and Transparency in Corporate Governance written by Chris Armstrong and published by . This book was released on 2017 with total page 22 pages. Available in PDF, EPUB and Kindle. Book excerpt: The authors review recent literature on the role of corporate financial reporting and transparency in reducing governance-related agency conflicts between managers, directors, shareholders, and other stakeholders--most notably financial regulators--and suggest some avenues for future research. Key themes include the endogenous nature of governance mechanisms with respect to information asymmetry between contracting parties, the heterogeneous nature of the informational demands of contracting parties, and the corresponding heterogeneity of the associated governance mechanisms. The authors also emphasize the role of credible commitment to financial reporting transparency in facilitating informal multiperiod contracts among managers, directors, shareholders, and other stakeholders. Finally, they discuss the importance of regulatory supervision and oversight as a class of governance mechanisms that is particularly important for banks and financial institutions.
