文档介绍：Chapter 9
Strategic Control and Corporate Governance
Strategic Management: petitive advantages
Gregory G3>. Dess
G. T. Lumpkin
Marilyn L. Taylor
Part 3: Strategic Implementation
Role of Corporate Governance
Corporate governance
Relationship among
The shareholders
The management (led by the Chief Executive Officer)
The board of directors
Management (led by CEO)
Management (led by CEO)
Issue is
How corporation s can eed (or fail) in aligning managerial motives with
the interests of the shareholders
The interests of the board of directors
Shareholders
Board of Directors
Separation of Owners (Shareholders) and Management
Shareholders (investors)
Limited liability
Participate in the profits of the enterprise
Limited involvement in pany’s affairs
Management (led by CEO)
Shareholders
Management
Run pany
Does not personally have to provide the funds
Separation of Owners (Shareholders) and Management
Board of directors
Elected by shareholders
Fiduciary obligation to protect shareholder interests
Management (led by CEO)
Shareholders
Board of Directors
Agency Theory: Two Problems
Goals of principals and agents may conflict
Difficulty or expensive for the principal to verify what the agent is actually doing
Hard for board of directors to confirm that managers are actually acting in shareholders interests
Managers may opportunistically pursue th