Ch9 Corporate Governance Flashcards
Traditional approach to Strategic control
1) strategies are formulated and top management sets goals
2) strategies are implemented ‘
3) performance is measured against predetermined goal set
informational control
whether or not the organization is “doing the right things”
behavioral control
if the organization is “doing things right”
organizational culture
is a system of shared values that shape a company’s people, structures, and control systems to produce behavioral norms
reward system
policies that specify who gets rewarded and why
boundaries and constraints
rules that specify behaviors that are acceptable and unacceptable
corporate goverance
relationships among various participants in determining the direction and performance of corporations
Primary participants are: stakeholders, management, and board of directors
corporation
a mechanism created to allow different parties to contribute capital, expertise, and labor, for the maximum benefit of each party.
agency theory
resolves two problems
1) when goals pf the principals and agents conflict
2) when it is difficult or expensive to for the principal to verify what the agent is actually doing
board of directors
acts as a fulcrum between owners and controllers of a corporation. Also provide a balance between a small group of key managers and stakeholders
shareholder activism
actions by shareholders to protect their interests when they feel that managerial actions of a corporation diverge from shareholder value maximization
external governance control mechanisms
methods that ensure that managerial actions lead to shareholder value and do not harm other stakeholder groups
market for corporate control
external control mechanism in which shareholders dissatisfied with a firms management sell their shares
takeover constraint
the risk to management of the firm being acquired by a hostile raider
principal - principal conflicts
conflicts between two classes of principals- controlling shareholders and minority shareholders - within the context of a corporate governance system