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Corporate Governance
TOPICS:
Stockholders vs Manager
• In theory, managers would agree with stockholders wealth
maximization, however, managers are also concerned with
their personal wealth, job security and fringe benefits.
Market Forces
It is of two types:
Behaviour of security market participants
Hostile Takeovers
Market Forces
Behaviour of security market participants
The participants include institutional investors (mutual
funds, insurance, etc.) actively participate in
management. They use their voting rights to replace
more competent management.
Hostile takeovers
It is the acquisition of the firm that is not supported by
management. The constant threat of takeover motive
management to work for maximising owner’s wealth.
Agency Costs
Agency costs are internal costs incurred due to the
competing interests of shareholders (principals) and the
management team (agents).
It is the expenses that are borne by shareholders to
prevent agency problem as to maximise owners wealth.
Types of Agency Costs
AGENCY COST
It is of two types:
1) Incentive Plans
2) Performance Plans
Incentive Plans
• These tend to tie management compensation to share
price
• The most widely used plan is stock options which allows
management to acquire shares at special prices.
Performance Plans
• These plans compensate management on the basis of its
proven performances
• Performance shares are given to management for
meeting the stated goals.
The Principal-Agent Relationship
The principal-agent relationship plays a major role in agency
costs. The principal-agent relationship is an arrangement
between two parties in which one party (the principal)
legally appoints the other party (the agent) to act on its
behalf.
Examples:
o Stock options
oProfit-sharing
Reducing Agency Costs
Non-financial Incentives
Non-financial incentives are less commonly used and are
often not as successful at reducing agency costs, as
compared to financial incentives.
Examples:
oNew office or workspace
oTraining opportunities
oRecognition from co-workers
oCorporate car
Thank You!