Week 2: Corporate Governance and Stakeholder Analysis Flashcards

(60 cards)

1
Q

Shareholder Theory

A
  • Proposed by: Milton Friedman
  • corporation’s only obligation = maximize profits for shareholders
  • corporate social responsibility is the responsibility of the government
  • investors and stakeholders should use their own resources to invest in CSR issues of their choice**
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2
Q

Stakeholder Theory

A
  • needs and concerns of ALL stakeholders must be considered
  • corporation should be thinking about the the long-term impacts on all parties involved in the business to be successful
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3
Q

Stakeholder impact analysis follows these steps

A
  • Identify the stakeholders.
  • Identify stakeholders’ interests and concerns.
  • Identify what claims stakeholders are likely to make on the organization.
  • Identify the stakeholders who are the most important from the organization’s perspective.
  • Identify the resulting strategic challenges.
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4
Q

At the very minimum, the company needs to satisfy at least 3 stakeholders

A
  • customers
  • employees
  • long-term shareholders
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5
Q

Companies need to balance:

A

short-term profits + long-term profitability (increased profits can meet the needs of employees who want better wages)

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6
Q

Consequentialist – Deliberative Process

A

making decisions by thinking of the consequences of your actions. “what kind of outcomes should i produce (or try to produce)?” = you’re thinking of what the result of your actions will be

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7
Q

Consequentialist – Focus

A

you’re focused on the future effects of an action + all the people who will be affected

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8
Q

Consequentialist – Definition of Ethical Conduct

A

the right thing to do is one that brings about the most beneficial or positive consequences and minimizes the negative ones

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9
Q

Consequentialist – Motivation

A

aim is to produce the most good

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10
Q

Duty – Deliberative Process

A

“What are my obligations in this situation, and what are things I should never do?” = doing your duty, regardless of the consequence

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11
Q

Duty – Focus

A

Looking at what you should do based on your pre-existing obligations and principles, and then deciding how those principles might apply to the current situation- looking at your pre-existing values and see what actions you can take based on those

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12
Q

Duty – Definition of Ethical Conduct

A

always doing the right thing

aka

never failing to do your duty

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13
Q

Duty – Motivation

A

regardless of whether you feel like doing something or not (motivation), you should still do what you know is the right thing to do (duty).

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14
Q

Virtue – Deliberative Process

A
  • What kind of person should I be (or try to be)?
  • What will my actions show about my character?
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15
Q

Virtue – Focus

A

trying to understand the character traits, both good (virtues) and bad (vices), that might be driving the people involved in a situation. It’s about looking at what kind of person someone is or could be, and how their personal qualities might be influencing their actions.

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16
Q

Virtue – Definition of Ethical Conduct

A

Doing whatever a fully virtuous person would do in the circumstances.

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17
Q

Virtue – Motivation

A

Aim is to develop one’s character.

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18
Q
A
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19
Q

Egoism – Contributors

A

Adam Smith and Milton Friedman

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20
Q

Egoism – Focus

A

Individual desires or interests

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21
Q

Egoism – Rules

A

Maximization of desires/self-interest

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22
Q

Egoism – Concept of human beings

A

Humans are actors with limited knowledge and objectives

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23
Q

Egoism – Type

A

Consequentialist

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24
Q

Egoism – Problems

A

if everyone tries to maximize their own self-interest, what is going to happen when one person
maximizes their self-interest at the expense of another’s?

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25
Utilitarianism – Contributors
Jeremy Bentham and John Stuart Mill
26
Utilitarianism – Focus
**Collective welfare:** maximizes utility for the greatest number of people; maximize pleasure for greatest number of stakeholders
27
Utilitarianism – Rules
**Act Utilitarianism:** in every situation, you should choose the action that leads to *the greatest overall happiness or the least suffering*, without being bound by specific rules. **Rule Utilitarianism:** Suggests that we should follow rules or guidelines that, in general, *promote the greatest happiness or utility when consistently applied.*
28
Utilitarianism – Concept of human beings
Humans are motivated by *avoidance of pain and gain of pleasure* (‘hedonist’)
29
Utilitarianism – Type
Consequentialist
30
Utilitarianism – Problems
"Pleasure" and "pain" are subjective.
31
Ethics of Duties – Contributors
Immanuel Kant
32
Ethics of Duties – Focus
Duties
33
Ethics of Duties – Rules
**Categorical imperative:** there are certain ethical rules that are absolute and must be obeyed
34
Ethics of Duties – Concept of human beings
Humans are rational moral actors.
35
Ethics of Duties – Type
Non-consequentialist
36
Rights and Justice – Contributors
John Locke and John Rawls
37
Rights and justice – Focus
*Rights by John Locke:* humans have fundamental rights which establish a minimum level of acceptable behaviour. * Rights > collective good ex: right to free speech. * Certain moral agents exist, such as the government, and who protect the rights of others. * Ex: respect the free speech of others even if we think they’re morally wrong *Justice by John Rawls:* There should be a fair distribution of goods * *Principle 1:* every person should have as much freedom as possible without taking away the same freedom from others (right for free speech, right to own property) * *Principle 2:* once they have the same freedoms, then inequality in basic social goods (income, wealth, opportunity) is allowed only if it benefits everyone."
38
Rights and justice – Rules
Respect for human beings
39
Rights and justice – Concept of human beings
"Humans are beings that are distinguished by dignity; every person has a fundamental worth and should be valued and treated well, just because they are human."
40
Rights and justice – Type
Non-consequentialist
41
Corporate Governance
the *controls* put in place to ensure that a corporation acts in: * an ethical, legal, and transparent manner * in the best interests of shareholders and other stakeholders"
42
Corporate governance addresses the problems of: (this is a defining feature)
ownership (shareholders) vs control (managers, CEO, CFO)
43
Order of governance
owners/shareholders > board of directors > managers
44
What gives rise to the principal-agent problem?
the *separation of control and ownership* gives rise to the principal-agent problem. they have differing priorities – ex: manager wants more income, owners want profitability and good functioning company"
45
Principal
a person who is *first* in terms of importance or level of ownership (shareholders)
46
Agent
an individual who is *representing* and *taking actions on behalf of another party.* ex: managers or executives who make decisions on behalf of shareholders.
47
Do all different types of businesses have these problems?
* **Sole prop:** does not have this problem because the agent is the principle * **Partnership:** does not have this problem A-P problems comes about in a **Corporation**
48
Managerial temptations
* Shirking (i.e., not working hard) * Nepotism (i.e., hiring friends and/or family) * Consuming excessive perks * Building empires (M&A, increase compensation packages) * Taking no risks or chances in order to avoid being fired
49
Two possible solutions to the principle-agent problem are
**Control and Monitoring** * Control: in the form of incentives * Monitoring: policing and oversight
50
Incentives
are things that motivate people to do something
51
Internal Incentives
are related to how executives (top managers) are paid or compensated
52
External Incentives
come from the job market for executives, which means the demand for their skills and what they can earn in different companies
53
The original purpose of a Board of Directors
**Acting on behalf of the shareholders (the owners of a company).** They make sure that the top executives are doing their job in a way that benefits the shareholders
54
To act in the best interest of the shareholders, the BOD
* need to be *independent* board members (75%) * have to make decisions *objectively*, have *unbiased* opinions * have *appropriate expertise* in the company’s business so that they can evaluate the * company’s actions * must meet *annually* at least
55
Incentive-based executive compensation
the use of *salary, bonuses, and long-term incentives* to align managers' and owners' priorities examples include performance bonuses, stock options, profit-sharing plans -> compensation is directly related to performance this is an *internal* incentive
56
Shareholder Activism
Shareholders vote on critical matters. *They have the right to:* * be heard and to propose resolutions * to organize and challenge the management this is an *internal* incentive
57
Market for executive employment
* an *external* control that motivates corporate executives to act in the *best interests of the shareholders* in order to maintain or increase their desirability in the external job market * Executives who increase shareholder value are able to *demand higher salaries*
58
Market for Capital Control
* the *purchase* of a firm that is underperforming compared to industry rivals in order to improve it (M&A) * *external* form of control * reduced SH value = managers are fired, new management is brought in. thus, most executives will want to act in their *self-interest* and increase shareholder value
59
Government Oversight and Regulation
* the most obvious form of *external* control * *Revenue Canada (CRA)* and the *Provincial Securities Commission And Exchanges* make requirements for taxation and public disclosure
60
Sarbanes-Oxley Act of 2002
Established in response to *high profile accounting scandals*, namely Enron and WorldCom *An oversight body designed to:* * regulate public accounting firms * regulate CSR lesiglation * institute increased punishments for corporate fraud and white-collar crime *KEY:* to ensure that firms are acting ethically, if not, then fines and penalties will be given to management and CEO