tailieunhanh - Lecture Organizational strategies for the 21st century - Chapter 10

Chapter 10 - Corporate governance. Studying this chapter should provide you with the strategic management knowledge needed to: Define corporate governance and explain why it is used to monitor and control managers’strategic decisions, explain why ownership has been largely separated from managerial control in the modern corporation, define an agency relationship and managerial opportunism and describe their strategic implications,. | Chapter 10: Corporate Governance (CG) Overview: Define corporate governance and describe its purpose Separation between ownership and management control Agency relationship and managerial opportunism Three internal governance mechanisms used to monitor/control management decisions The external market for corporate control Use of external corporate governance in international settings How corporate governance can foster ethical strategic decisions The Strategic Management Process Introduction Corporate Governance (CG): The set of mechanisms used to manage the relationship among stakeholders and to determine and control the strategic direction and performance of organizations Concerned with identifying ways to ensure that strategic decisions are made effectively and facilitate the achievement of strategic competitiveness Primary objective: align the interests of managers and shareholders Recent corporate scandals (Enron, Tyco, Arthur Anderson) largely a result of . | Chapter 10: Corporate Governance (CG) Overview: Define corporate governance and describe its purpose Separation between ownership and management control Agency relationship and managerial opportunism Three internal governance mechanisms used to monitor/control management decisions The external market for corporate control Use of external corporate governance in international settings How corporate governance can foster ethical strategic decisions The Strategic Management Process Introduction Corporate Governance (CG): The set of mechanisms used to manage the relationship among stakeholders and to determine and control the strategic direction and performance of organizations Concerned with identifying ways to ensure that strategic decisions are made effectively and facilitate the achievement of strategic competitiveness Primary objective: align the interests of managers and shareholders Recent corporate scandals (Enron, Tyco, Arthur Anderson) largely a result of poor corporate governance Involves oversight in areas where the interests of owners, managers, and members of the board conflict Top-level managers are expected to make decisions that maximize company value and owner wealth Effective governance can lead to a competitive advantage Separation of Ownership and Managerial Control Historically, firms were managed by founder-owners and their descendants Ownership and control resided in the same persons Over time these firms faced two critical issues As they grew, they did not have access to all the skills needed to manage the growing firm and maximize its returns, so they needed outsiders to improve management They also needed to seek outside capital (whereby they give up some ownership control) Firm growth lead to the separation of ownership and control in most large corporations This resulted in the Modern Public Corporation Separation of Ownership and Managerial Control The Modern Public Corporation is based on the .

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