文档介绍：第十三章公司治理结构
霍国庆教授
中国科学院研究生院管理学院
******@gscas.
治理结构
治理结构与委托代理理论
治理机制
董事会与监事会
典型的治理结构模式
治理结构与商业伦理
治理结构与委托代理理论
Corporate governance is
a relationship among stakeholders that is used to determine and control the strategic direction and performance anizations
concerned with identifying ways to ensure that strategic decisions are made effectively
used in corporations to establish order between the firm’s owners and its top-level managers
治理结构与委托代理理论
Basis of the modern corporation
shareholders purchase stock, ing residual claimants
shareholders reduce risk by holding diversified portfolios
professional managers are contracted to provide decision-making
Modern public corporation form leads to efficient specialization of tasks
risk bearing by shareholders
strategy development and decision-making by managers
Firm owners
治理结构与委托代理理论
Shareholders
(Principals)
Decision makers
治理结构与委托代理理论
Managers
(Agents)
Shareholders
(Principals)
Firm owners
Risk bearing specialist (principal) pensation to
A managerial decision-making specialist (agent)
治理结构与委托代理理论
An Agency
Relationships
Managers
(Agents)
Shareholders
(Principals)
Decision makers
Firm owners
治理结构与委托代理理论
The agency problem occurs when:
the desires or goals of the principal and agent conflict and it is difficult or expensive for the principal to verify that the agent has behaved appropriately
Solution:
principals engage in incentive-based performance contracts
monitoring mechanisms such as the board of directors
enforcement mechanisms such as the managerial labor market to mitigate the agency problem
治理结构与委托代理理论
Principals may engage in monitoring behavior to assess the activities and decisions of managers
However, dispersed shareholding makes it difficult and inefficient to monitor management’s behavior
Boards of Directors have a fiduciary duty to shareholders to monitor management
However, Boards of Directors are often accused of being lax in performing this function
治理机制
Ownership concentration
r