Corporate Performance, Governance, and Business Ethics
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1 11 Corporate Performance, Governance, and Business Ethics
2 Stakeholders and the Enterprise Copyright Houghton Mifflin Company. All rights reserved. 11-2
3 Stakeholder Impact Analysis Identify the stakeholders most critical to survival Identify stakeholders. Identify stakeholders interests and concerns. As a result, identify what claims stakeholders are likely to make on the organization. Identify the stakeholders who are most important to the organization s perspective. Identify the resulting strategic challenges. Usually the most important: Customers, employees, stockholders Copyright Houghton Mifflin Company. All rights reserved. 11-3
4 The Unique Role of Stockholders Legal owners Providers of risk capital, a major source of capital No guarantee that stockholders will recoup their investment or earn a decent return Maximizing return to stockholders Employees as stockholders Copyright Houghton Mifflin Company. All rights reserved. 11-4
5 Profitability and Stakeholder Claims Stockholders returns Dividend payments Capital appreciation in market value of a share Maximizing long-run ROIC Within limits set by law In a manner consistent with societal expectations Copyright Houghton Mifflin Company. All rights reserved. 11-5
6 Agency Theory Problems can arise in a business relationship when one person delegates decision making authority to another Principal-agent relationships Agency relationship: when one party delegates decision-making authority to another Principal: person delegating authority Agent: person to whom authority is delegated Copyright Houghton Mifflin Company. All rights reserved. 11-6
7 The Agency Problem Agents and principals may have different goals Agents may pursue goals that are not in the best interests of their principals Information asymmetry: Agents almost always have more information Difficult for principals to measure performance Trust On-the-job consumption Empire building Copyright Houghton Mifflin Company. All rights reserved. 11-7
8 The Tradeoff Between Profitability and Revenue Growth Rates Copyright Houghton Mifflin Company. All rights reserved. 11-8
9 The Challenge for Principals Shape the behavior of agents so that they act in accordance with goals set by principals Reduce information asymmetry Develop mechanisms for removing agents who do not act in accordance with goals of principals Copyright Houghton Mifflin Company. All rights reserved. 11-9
10 Governance Mechanisms The board of directors Elected by stockholders Legally accountable Monitors corporate strategy decisions Authority to hire, fire, and compensate Ensures accuracy of audited financial statements Inside directors Outside directors Copyright Houghton Mifflin Company. All rights reserved
11 Governance Mechanisms (cont d) Stock-based compensation Pay-for-performance Stock options The right to buy company shares at a predetermined price at some point in the future Copyright Houghton Mifflin Company. All rights reserved
12 How Options Skew the Bottom Line Source: D. Henry and M. Conlin, Too Much of a Good Incentive? Business Week, March 4, 2002, pp Copyright Houghton Mifflin Company. All rights reserved
13 Governance Mechanisms (cont d) Financial statements and auditors SEC GAAP The takeover constraint Corporate raiders Greenmail Copyright Houghton Mifflin Company. All rights reserved
14 Governance Mechanisms Inside a Company Strategic control systems To establish standards against which performance can be measured To create systems for measuring and monitoring performance regularly To compare actual performance against targets To evaluate results and take corrective actions Copyright Houghton Mifflin Company. All rights reserved
15 A Balanced Scorecard Approach Copyright Houghton Mifflin Company. All rights reserved
16 Governance Mechanisms Inside a Employee incentives Company (cont d) Employee stock ownership plans Stock options Compensation tied to attainment of superior efficiency, quality, innovation, and responsiveness to customers Copyright Houghton Mifflin Company. All rights reserved
17 Ethics and Strategy Ethical decision One that typical stakeholders would find acceptable because it aids stakeholders, the organization, or society Unethical decision One that a manager would prefer to disguise or hide because it enables a company or individual to gain at the expense of society or other stakeholders Copyright Houghton Mifflin Company. All rights reserved
18 The Purpose of Business Ethics To give people the tools for dealing with moral complexity in business Business decisions have an ethical component Ethical implications must be weighed before acting Copyright Houghton Mifflin Company. All rights reserved
19 Shaping the Ethical Climate of an Organization Top managers must use their leadership position to incorporate an ethical dimension into the values they stress Ethical values must be incorporated into the company s mission statement Ethical values must be acted on Copyright Houghton Mifflin Company. All rights reserved
20 Comparing Utilitarian, Moral Rights, and Justice Copyright Houghton Mifflin Company. All rights reserved
21 Comparing Utilitarian, Moral Rights, and Justice Copyright Houghton Mifflin Company. All rights reserved
22 Comparing Utilitarian, Moral Rights, and Justice Copyright Houghton Mifflin Company. All rights reserved
23 Thinking Through Ethical Problems Does my decision fall within the accepted values or standards that typically apply in the organizational environment? Am I willing to see the decision communicated publicly to all stakeholders affected by it? Would the people with whom I have a significant personal relationship approve of the decision? Copyright Houghton Mifflin Company. All rights reserved
24 Thinking Through Ethical Problems (cont d) Step 1: Identify which stakeholders the decision would affect and in what ways Step 2: Judge the ethics of the proposed strategic decision given the information from Step 1 Step 3: Establish moral intent (resolve to place moral concerns ahead of other concerns) Step 4: Engage in ethical behavior Copyright Houghton Mifflin Company. All rights reserved
CHAPTER 2. Defining the Company s Mission and Social Responsibility
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