FIN 401 Lecture Notes - Lecture 11: Canada Business Corporations Act, Agency Cost, W. M. Keck Observatory

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April 10th, 2018 Lecture 11 FIN400
1
FINANCIAL ETHICS AND CORPORATE GOVERNANCE
What is the Goal of the Firm?
What should be the goal of the firm?
o Maximize profit? Ans: Yes
o Minimize costs? Ans: Yes
o Maximize market share? Ans: Not the only goal or best goal. May have positive
earnings and their owners are not happy
o Maximize the company’s stock price?
The goal of the firm should also be the goal of management as management has
contracted to carry out the goals of the firm
o Problem: the goal of management may diverge from those of the firm, creating an
agency problem that needs to be addressed
The goal of the shareholders should be the goal of the firm since shareholders are the
residual claimholders on the firm
o If goals of shareholders are not met, they will not invest in the firm, since they
take on the most risk
o Other stakeholders will probably participate in the firm because they are taking on
less risk and are protected by law
Shareholders will spend time and money in monitoring and controlling management
because management can most affect the fortunes of the firm
The goal of all of the stakeholders should be the goal of the firm
o All stakeholders are affected by firm decisions
o The general welfare of society will be maximized if stakeholder utility is properly
accounted for, and maximizing the welfare of society is an appropriate goal
Agency Theory
An agency relationship exists when one party (the principal) hires a second party (the
agent) to perform functions on behalf of the principal
Different agency relationships exist in the firm
o Managers are agents for principals such as:
Shareholders
Debtholders
Employees
Other stakeholders
o The director/board member is both an agent of the shareholder and a principal of
the manager
Agency Problems
Principal-Agent Problem
o When managers put their own self-interest ahead of the interests of those
shareholders.
Agency costs refer to costs incurred by the firm as a result of a conflicts of interest
between agents and principals
o Direct and indirect costs
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April 10th, 2018 Lecture 11 FIN400
2
o Agency costs can be mitigated through appropriate executive compensation
procedures
Corporate Governance
What is corporate governance?
o The system of controls, regulations, and incentives designed to minimize agency
costs between managers and investors and prevent corporate fraud
What is the goal of corporate governance?
o To ensure that management represents shareholder interests to the best of their
ability
Boards of directors are composed of directors who are elected, supposedly, by
shareholders
In Canada, the Canada Business Corporations Act (CBCA) defines the board’s duty to act
in the best interests of the corporation.
Board of Directors
The board of directors is a group of people elected by shareholders that makes rules on
how the corporation should be run, sets policy, monitors the performance of the
company, and delegates most decisions that involve the day-to-day running of the
corporation to its management.
Three types of directors:
o Inside directors
Employees, former employees, or family members of employees
o Gray directors
Not as directly connected to the firm as insiders are, but have existing or
potential business relationships with the firm
o Outside (independent) directors
Any member of a BOD other than an inside or gray director
What are some of the qualities of good directors?
o Directors who have sills relevant to the tasks of the BOD
o Directors who are not unduly influenced by and are independent of senior
management
What are some of the conflicts of interest that directors face as both agents and
principals?
o Directors may wish to pursue self-interest instead of representing the interests of
shareholders
o Directors may be influenced by senior management in various ways
Board Independence
o The role of the independent director is really that of a watchdog.
However, they have less incentive to closely monitor the firm because
their personal wealth is likely to be less sensitive to firm performance.
Captured
o A board of directors whose monitoring duties have been compromised by
connections or perceived loyalties to management
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