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This chapter is im portant for students studying corporate governance theory in, for example,
M BA
t'i
and Masters courses in corporate governance. Directors seeking information to improve their
board-level contributions and those studying for professional examinations in corporate gover-
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nance may not need this degree of theoretical background and may want only to scan this chapter.
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A fundamental challenge underlying all corporate governance affairs is not new, as we saw in
Chapter
1:
The directors of companies, being rnanagers of other peopls'5 money, ran:ot be erpected rc
lvatch over it with the same vigilance with which they watch over their own.
i.:
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ilow ic e nsur;ira'r the;gert aL;s s;ieiy in 'rhe :nt+i-est *r'ilre pr;i'rripa,i i: the chaile6ge. tr.: ihe
'l
l8th and 9th ceniuries, manv coniJ"acts were, indeed, beha,reen a singie pi"ine ipal anC a single
,hies
nee
shareholders were no longer homogeneous. As Berle and Means (1932) showed in their influential analysis, as listed companies grew and their shareholders becarne more Civerse, the
separation betu/een o,runeriEnC directcrs tncreaseC and pcr,ver shifted to,,"a:Cs the Cirecio;.s,
which-some <if ihem abused.
Todiy, agency relaiionships in public companies can be complex. For example, an individual owner might invest his or her funds through a financial adviser, who invests the
funds in a mutual fund or investnrent trust, which in turn seeks to gear its portfolio by
investing in a hedge fund, which invests its resources in a range of equities, property, commodities, and other hedge funds. Tracing the agency chain in such cases can be difficult
and establishing the exposure to agency risk well nigh impossible. However, the agency
dilemma potential exists throughout the chain. The demands for transparency, reporting,
accountability, audit, independent directors, and the other requirements of company law
and securities legislation, plus the requirements of regulators and stock exchange rules
and the demands ofthe corporate governance codes, are all responses to the agenc;r diIemma. lndeed, the conceptual underpinning of corporate governance codes around the
vvorld and the demands of company law for checks and balances is the need to resccnd
to the agency problem.
The practice of stock borrowing, used by sophisticated investors such as hedge funds
means that not only can the fund benefit from a fall in a shares'value, but it can also use the
shares'voting rights. lt can thus build up a significant stake, in fact up to the ievel at which it,
and any other fund acting in concert with it, would be required to make a public offer for the
com pany. ln other word s, it is possible to acq uire voting rights in a com pany without
own ing
or investing in its stock. This is a long way from the original concept of the joint-stock company. lt also raises a potential dilemma for directors: are they the stewards of the interests
of
tl-re Iong term traditional shareholders, or short-term activist institutions? Their interests
are
unlikely to be the same.
Nor is the agency problem limited to relations between investors in listed companies and
iheir agents. The agency dilemma can occur in private companies,.1oint ventures, not-for
profit organizations, professional institutions, and governmental bodies. Wherever there is a
separation between the members and the governing body put in place to protect their interests and to deliver the required outcomes, the agency dilemma will arise and corporate governance issues occur. The members could be the shareholders in a corxpany, the mernbers of
a professional institution or a trade union, a group of owners in.a cooperative, or the holding
comPany in a corporate group;the governing body might be calied the board of directors, the
council, the committee, the governing body, or the holding company. But whatever names
are used, whenever responsibility for activities and assets are delegated by those in the principal position to those in the agent sjtuation, the agency dilemma will occur.
For example, consider a pyramid group-of companies. The board of the holding company
decides to operate the group wrth prcfit-responsible subsidiary companies in organizational
rample, MBA
nprove their
orate goverthis chapter.
rs
we saw in
pected to
1ed) 171 6
e principal)
mma artses.
E_
-,,
divisicns.Theboardbelievesthatmoirvatienanceor:rrllilnrreniwiiii:emaximizeelif'thedireerorsofeachsubsidiaryareheldrespcnsibleforgeneratingprofitsandaremeasuredbyiheir
ccmpany'sannualr"t"no''investment(ROi)'Theopportunitiesforthesubsidiarycornpany
otrectorstotakedeeisionsbenefieialtothesur,sldrar"v'butdetrimentaitotiregroup,are
legion-forexamplebypostponinglonger-termdecisionsonresearchanddevelopment,
or by manipulating the
or maintenance to improve the profii'
management deveiopment,
multiply'
the subsidiaries inter-trade' the opportunities
asset base in the Roi caLulation. lf
wants the
Prgrrre
lowesttomaximizeitsreturns.lftheycannotagree,companyBmaybuyintheopenmarket,
the market'
Conversely, company A may sell to
leaving A with under-recovered overheads.
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leavingBwithan.n,".u..*pply.Referringthetransferpricedecisiontotheholdingcom.
c5!
panymightresolvethedilemma,butatthecostofremovingthedecision-makingauthorityof
and is called'subthe directors of A and
B.
groups
This situation is typical in deceniralized
!ele
optimization'bysomeauthorities'lnessence'itreflectstheagencydilemma'
Theagencyproblemcanalsoariseinnot-for-profitentities.ConsidertheBritishNationalHealthService(Nrrs):theresponsiblegovernmentministrycontractswiththepro.
local doctors, hospitals' and other
medical ,"rri.", to deliver them though
viders of
institutions.Theauthoritiessetstandardsandtargetstomeasureachievement.Forex.
ample.theymightcallforahospitaltoimproveitsbedocCupancyrate,thusencouraging
Conversely,
in for longer than is really necessary.
the hospital ,ou"|.no|.,.o k."p puti.nt,
theauthoritymightcallforaspeedyreturnofpatientstothestreet,resultinginrising
emergencyreadmissions.lnfact,theNHSpromulgatesalargelistofperformancemeasures
withquantifiableoutputsinanattempttoreducethe"g.n.ydilemma.Butsuccessisonly
partialbecausetheagentsalwaysfindwaysofbenefitingtheirentrtytothedetrimentof
a whole'
Essentially,inagencysituations,thepartieshaveasymmetricalaccesstoinformation,The
who must trust
the sYstem as
them.lndeed,shareholdershavetorelyonthedirectorstodecidewhatinformationthey
and company law.This
is
required by regulation
should have, overand abovethe minimum
the shareholders trust
the joint-stock limited-iiability company:
the underpinni.g.";;;,
governance takes
"f
funds. The agency theory of corporate
the directors to be steward, of th"i,
a less sanguine view of directors'behaviour'
Agency theory
i.i,-r
Agencytheory,orprincipai_agenttheoryassomewritersrefertoit,looksatCorporategoverthe
the lens of the agency dilemma' ln essence'
nance practices and UJu'iJ" through
(the princi-
?,.4(
'14
pal)anddirector(theagent).Directors,itisargued,seektomaximizetheirownpersonal
to the shareto themselves, but detrimental
benefit, to take actions ihut ur" advantaggous
holders (see Figure 3 1).
L---go
t-
,d if
levelopment,
ipuiating the
ties multiply.
it is incorpowhich to sell
: B wants the
contracts with
rpen market,
,the market,
olding com;authority of
called 'sub-
ng in rising
:e measures
:cess is
only
etriment of
nation. The
) m ust trust
ration they
taw. lhis is
olders trust
rance takes
the princi-
personal
the share-
As the early proponents of agency theory, Jensen and Meckling (1916), explained:
agency theory involves a contract under which one or more persons (the shareholders) engage other persons (the directors) to perform some service on their behalf which includes
delegating some decision-making authority to the agent. lf both parties to the relationship
are utility maximizers there is good reason to believe the agent will not always act in the best
interests of the principal.
Anecdotal evrdence of such behaviour is not hard to find. There are myriad cases in which
directors treat a listed public company as though itwere their own property, exploiting theiiposition, receiving unsanctioned benefits, and taking remuneration unrelated to their perforrnance to the shareholders'detriment. Bob Monks (2008), a shareholder activist, reckons
;hattrillions of dollars of shareholders'wealth have been wrongly extracted from US corporatrons over the years by directors abusing their power.
Directors may also take a different view from that of their shareholders on corporate risk.
After all, it is not their money they are risking. Of course, successfui management involves
taking controlled risks. But directors might hazard corporate funds on riskier ventures, a hostile take-over bid for example, than many of their shareholders would expect or want. Potential investors can only.ludge the ability of the board-level decision-makers and their risk
profile from the company prospectus, reports, and past performance.
Most scholarly research into corporate governance has used agency theory, which has
been developed within the discipline of financial economics (Fama and Jensen, 1983). Looking at corporate governance through the agency lens, researchers have explored links between corporate governance processes and corporate performance. ln other words, they
have looked for causal links between governance systems and their effects. For example, a
study m ight test whether there is a correlation between the proportion of independent d ii.ectors to executive directors and long-term corporate performance.
Agency theory focuses at the level of shareholders and.boards as entities. Board-level
activities and interpersonal relations between directors are outside their scan.rConsequently, researchers do not need access to the boardroom or to individual directors. Most
agency theoretical research uses data about governance practices and company performance that are readily available in the public domain using, for example, directors'reports
' Some authorities refer to thts as being trealed as a 'black box', but that can confuse since the black box
on an aircraft contains all ofthe vital data.
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