In this final chapter,
we looked at stakeholder strategy, corporate governance, business ethics, and strategic leadership.
The shared
value creation framework and its relationship to competitive advantage.
By focusing on
financial performance, many companies have defined value creation too narrowly.
Companies
should instead focus on creating shared value, a concept that includes value creation for both shareholders
and society.
The
shared value creation framework seeks to identify connections between economic and social needs, and then leverage them into
competitive advantage.
The role of corporate governance.
Corporate governance
involves mechanisms used to direct and control an enterprise in order to ensure that it pursues its
strategic goals successfully and legally.
Corporate
governance attempts to address the principal–agent problem, which describes any situation in which an
agent performs activities on behalf of a principal.
Applying
agency theory to explain why and how companies use governance mechanisms to
align interests of principals
and agents.
Agency theory views
the firm as a nexus of legal contracts.
The
principal–agent problem concerns the relationship between owners (shareholders)
and managers and
also cascades down the organizational hierarchy.
The
risk of opportunism on behalf of agents is exacerbated by information asymmetry:
Agents are
generally better informed than the principals.
Governance
mechanisms are used to align incentives between principals and agents.
Governance
mechanisms need to be designed in such a fashion as to overcome two specific agency problems: adverse selection and
moral hazard.
The board of
directors as the central governance mechanism for public stock companies.
The shareholders are
the legal owners of a publicly traded company and appoint a board of directors to represent their
interests.
The
day-to-day business operations of a publicly traded stock company are conducted by its
managers and employees, under the direction of the chief executive officer (CEO) and the
oversight of
the board of directors.
The board of directors is composed of inside and outside directors, who are elected by the shareholders.
Inside
directors are generally part of the company’s senior management team, such as
the chief finansial officer (CFO) and the chief
operating officer
(COO).
Outside
directors are not employees of the firm. They frequently are senior executives from other firms or full-time professionals who are appointed to a board and who serve on
several boards simultaneously.
Other
governance mechanisms.
Other important
corporate mechanisms are executive compensation, the market for corporate
control, and financial
statement auditors, government regulators, and industry analysts.
Executive
compensation has attracted significant attention in recent years. Two issues are at the forefront: (1) the absolute
size of the CEO pay package compared with the pay of the average employee and (2) the relationship between
firm performance
and CEO pay.
The
board of directors and executive compensation are internal corporate-governance
mechanisms. The market
for corporate control is an important external corporate-governance mechanism. It consists of activist investors who seek
to gain
control of an underperforming corporation by buying shares of its stock in the open market.
All
public companies listed on the U.S. stock exchanges must file a number of financial statements with the Securities and Exchange
Commission (SEC), a federal regulatory agency whose task it is to oversee stock trading and
enforce federal
securities laws. Auditors and industry analysts study these public financial statements carefully for clues of a
firm’s future valuations, financial irregularities, and strategy.
The relationship between strategy and business ethics.
The ethical pursuit of
competitive advantage lays the foundation for long-term superior performance.
Law
and ethics are not synonymous; obeying the law is the minimum that society expects
of a corporation and
its managers.
A
manager’s actions can be completely legal, but ethically questionable.
Some
argue that management needs an accepted code of conduct that holds members to a high professional standard and imposes
consequences for
misconduct.
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