Chapter 11 Governing the Corporation Around the World

Global Strategy 1e Michael Peng Global Strategy Mike W Peng c h a p t e r 11 Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly acc.

chapte r 11 Chapter 11 Governing the Corporation Around the World Global Strategy Strategy Global Mike W Peng Mike W Peng Copyright Copyright © © 2014 2014 Cengage Cengage Learning Learning All All Rights Rights Reserved Reserved May May not not be be scanned, scanned, copied copied or or duplicated, duplicated, or or posted posted to to a publicly publicly accessible accessible website, website, in in whole whole or or in in part part Outline • Owners • Managers • Board of directors • Governance mechanisms as a package • A global perspective • A comprehensive model of corporate governance • Debates and extensions • The savvy strategist Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part What is Corporate Governance? • The relationship among various participants in determin-ing the direction and performance of corporations The Tripod of Corporate Governance Source: Adapted from R A G Monks & N Minow, 2001, Corporate Governance (cover), Oxford, UK: Blackwell © M W Peng (www.mikepeng.com) Figure 11.1 11–3 Owners • Concentrated versus Diffused ownership  Concentrated: Founders start up and control firms  Diffused: Numerous small shareholders, none with complete control • Family ownership - Founding family and descendants maintain controlling interest • State ownership - Means of production owned by the government Managers employed by the state; firm governed by the state Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Managers • Principal-Agent conflicts: The relationship between shareholders and professional managers is a relationship between principals and agents • Principal-Principal conflicts: Such conflicts are between two classes of principals: controlling shareholders and minority shareholders Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Principal-Agent Conflicts • Principal-Agent Relationship  One example: The relationship between shareholders and professional managers • Agency Theory  Because the interests of principals and agents not completely overlap, there will inherently be principal-agent conflicts, which result in agency costs  Conflicts persist because of information asymmetries between principals and agents (agents always know more about their tasks than principals) Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Principal-Agent Conflicts (cont’d) • Reducing Agency Problems  While it is possible to reduce information asymmetries and minimize agency problems, it probably is not realistic to expect to completely eliminate such problems Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Principal-Principal Conflicts • Principal-Principal Conflicts  Instead of between principals (shareholders) and agents (professional managers), the primary conflicts are between two classes of principals: controlling shareholders and minority shareholders  The Murdoch/BSkyB case: A classic example  In 2003, the 30-year old James Murdoch became CEO of British Sky Broadcasting (BSkyB), Europe’s biggest satellite broadcaster, despite strong minority shareholder resistance  The reason? James’ father is Rupert Murdoch who owned 35% of BSkyB and was chairman of the BskyB board Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Principal-Principal Conflicts (cont’d) • Expropriation of Minority Shareholders  Family managers, who represent (or are) controlling shareholders, may engage in activities that enrich the controlling shareholders at the expense of minority shareholders  Illegal activity: “tunneling”  Legal activity: related transactions Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part © M W Peng (www.mikepeng.com) 11–10 © M W Peng (www.mikepeng.com) 11–11 Board of Directors • Key features of the board  Board Composition: Otherwise known as the insider/outsider mix  Leadership Structure: Involves whether the board is led by a separate chairman or by the CEO who doubles as a chairman—a situation known as CEO duality  Board Interlocks: When one person affiliated with one firm sits on the board of another firm • The role of Boards of Directors: (1) control, (2) service, and (3) resource acquisition functions • Directing strategically: Directors must strategically prioritize Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Directing Strategically Outside Directors versus Inside Directors Table 11.2 © M W Peng (www.mikepeng.com) 11–13 Governance Mechanisms as a Package • Internal (Voice-based) Governance Mechanisms - motivate managers; stock options used as (1) carrots that transform managers from agents to principals, or (2) sticks - CEO and top management team turnover • External (Exit-based) Governance Mechanisms  The market for corporate control: the takeover market  The market for private equity: going private Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part External Governance Mechanisms • Exit-based Mechanisms: The Market for Corporate Control  The takeover or mergers and acquisitions (M&A) market  The stock of a firm will be undervalued by investors when managers engage in selfinterested actions and internal governance mechanisms fail Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part A Global Perspective on Internal and External Governance Mechanisms Source: Cells 1, 2, and adapted from E R Gedajlovic & D M Shapiro, 1998, Management and ownership effects: Evidence from five countries (p 539), Strategic Management Journal, 19: 533–553 The label of Cell is suggested by the present author Figure 11.3 Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Two Primary Families of Corporate Governance Systems CORPORATIONS IN THE UNITED STATES AND UNITED KINGDOM CORPORATIONS IN CONTINENTAL EUROPE AND JAPAN Anglo-American corporate governance models German-Japanese corporate governance models Market-oriented high-tension systems Bank-oriented, network-based systems Rely mostly on exit-based, external mechanisms Rely mostly on voice-based, internal mechanisms Shareholder capitalism Stakeholder capitalism Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Table 11.3 A Global Perspective • Different corporate ownership and control patterns around the world lead to a different mix of internal and external mechanisms • Overall, firms around the world are governed by a combination of internal and external mechanisms Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part A Comprehensive Model of Corporate Governance • Industry-based considerations  Outside directors on the board?  Link between inside management ownership and firm performance?  CEO duality? • Resource-based considerations  Managerial human capital • Institution-based considerations  Formal institutional framework  Informal institutional framework  Foreign portfolio investment (FPI)—foreigners purchasing stocks and bonds Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Industry-Based Considerations • More outside directors: Boosting performance?  In fast-moving industries requiring significant R&D (e.g., IT), outside directors are found to have a negative impact on firm performance • Inside management ownership: Better performance?  Only good in high-growth, turbulent industries  No such link in low-growth, stable industries • CEO duality: Always bad?  In turbulent industries, CEO duality is good!  a faster and more unified response to changing events Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Resource-Based Considerations • Managerial human capital: V, R, and I? • Top management team (TMT) and board function within an organizational setting (the O in VRIO) Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Institution-Based Considerations • Formal institutional framework  Formal legal protection encourages founding families and their heirs to dilute their equity  Large shareholders in emerging economies usually need to have a higher percentage of shares to ensure control • Informal institutional framework: Why and how have informal norms and values concerning corporate governance changed to such a great extent?  The rise of capitalism has affected governance  Three aspects of globalization: contact with different governance norms, FPI investors demand more protection, and the thirst for global capital requires adherence to listing requirements  The global diffusion of “best practices” by various organizations including the OECD Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part Debates and Extensions • Opportunistic agents versus managerial stewards • Global convergence versus divergence  Some argue that globalization will unleash a “survival-of-the-fittest” process by which firms will be forced to adopt globally the best practices  Others argue that governance practices will continue to diverge throughout the world Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part DEBATE: PRIVATE OWNERSHIP VS STATE OWNERSHIP Washington Consensus View centered on unquestioned belief in the superiority of private ownership over state ownership in economic policy making spearheaded by the International Monetary Fund and the World Bank Moral hazard Recklessness when people and organizations (including firms and governments) not have to face the full consequences of their actions The Savvy Strategist • Understand the nature of principal–agent and principal–principal conflicts to create better governance mechanisms • Develop firm-specific capabilities to differentiate a firm on corporate governance dimensions • Master the rules affecting corporate governance, and anticipate changes Copyright © 2014 Cengage Learning All Rights Reserved May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part  ... 11? ??10 © M W Peng (www.mikepeng.com) 11? ? ?11 Board of Directors • Key features of the board  Board Composition: Otherwise known as the insider/outsider mix  Leadership Structure: Involves whether... Table 11. 3 A Global Perspective • Different corporate ownership and control patterns around the world lead to a different mix of internal and external mechanisms • Overall, firms around the world. .. “survival-of -the- fittest” process by which firms will be forced to adopt globally the best practices  Others argue that governance practices will continue to diverge throughout the world Copyright