469 Chapter 9

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Transcript 469 Chapter 9

McGraw-Hill/Irwin

Strategic Control and Corporate Governance

Chapter Nine

Copyright © 2010 by The McGraw-Hill Companies, Inc. All rights reserved.

Strategic Control •

Strategic control

 the process of monitoring and correcting a firm’s strategy and performance  Informational, behavioral 9-2

Ensuring Informational Control •

Traditional control system

1.

2.

3.

strategies are formulated and top management sets goals strategies are implemented performance is measured against the predetermined goal set 9-3

Traditional Approach to Strategic Control • Most appropriate when   Environment is stable and relatively simple Goals and objectives can be measured with certainty  Little need for complex performance measures of 9-4

Contemporary Approach to Strategic Control •

Contemporary control system

 Continually monitoring the environments (internal and external)  Identifying trends and events that signal the need to revise strategies, goals and objectives 9-5

• Contemporary Approach to Strategic Control •

Informational control

 Concerned with whether or not the organization is “doing the right things”

Behavioral control

 Concerned with whether or not the organization is “doing things right” in the implementation of its strategy 9-6

Informational Control •

Two key issues

 Scan and monitor external environment (general and industry)  Continuously monitor the internal environment 9-7

Effectiveness of Contemporary Control Systems 1.

2.

3.

4.

Focus on constantly changing information that has potential strategic importance.

The information is important enough to demand frequent and regular attention from all levels of the organization.

The data and information generated are best interpreted and discussed in face-to-face meetings.

The control system is a key catalyst for an ongoing debate about underlying data, assumptions, and action plans.

9-8

Behavioral Control • • Behavioral control is focused on implementation —doing things right Three key control “levers”    Culture Rewards Boundaries 9-9

Reasons for an increased emphasis on culture and rewards 1.

The competitive environment is increasingly complex and unpredictable, demanding both flexibility and quick response to its challenges.

2.

The implicit long term contract between the organization and its key employees has been eroded.

9-10

Building a Strong and Effective Culture •

Organizational culture

 a system of shared values and beliefs that shape a company’s people, organizational structures, and control systems to produce behavioral norms.

9-11

Building a Strong and Effective Culture • Culture sets implicit boundaries (unwritten standards of acceptable behavior)    Dress Ethical matters The way an organization conducts its business 9-12

Motivating with Rewards and Incentives •

Rewards and incentive systems

 Powerful means of influencing an organization’s culture   Focuses efforts on high-priority tasks Motivates individual and collective task performance  Can be an effective motivator and control mechanism 9-13

Motivating with Rewards and Incentives •

Potential downside

 Subcultures may arise in different business units with multiple reward systems  May reflect differences among functional areas, products, services and divisions 9-14

Setting Boundaries and Constraints • • Focus efforts on strategic priorities Providing short-term objectives plans    Specific and measurable Specific time horizon for attainment Achievable, but challenging and action 9-15

Role of Corporate Governance •

Corporate governance

 the relationship among various participants in determining the direction and performance of corporations.  primary participants are the shareholders, the management, and the board of directors.” 9-16

Agency Theory • Deals with the relationship between  Principals – who are owners of the firm (stockholders), and the  Agents – who are the people paid by principals to perform a job on their behalf (management) 9-17

Agency Theory: Two Problems 1.

The conflicting goals of principals and agents, along with the difficulty of principals to monitor the agents, and 2.

The different attitudes and preferences towards risk of principals and agents.

9-18

Governance Mechanisms •

Board of directors

 a group that has a fiduciary duty to ensure that the company is run consistently with the long-term interests of the owners, or shareholders, of a corporation and that acts as an intermediary between the shareholders and management.

9-19

Governance Mechanisms •

Shareholder activism

 actions by large shareholders, both institutions and individuals, to protect their interests when they feel that managerial actions diverge from shareholder value maximization.

9-20

TIAA-CREF’s Principles on the Role of Stock in Executive Compensation 9-21

External Governance Control Mechanisms • • • • • Market for corporate control Auditors Banks and analysts Regulatory bodies Media and public activists 9-22

Sarbanes-Oxley Act •

Auditors

   Barred from certain types of non-audit work Not allowed to destroy records for five years Lead partners auditing a firm should be changed at least every five years 9-23

Sarbanes-Oxley Act • •

CEOs and CFOs

  Must fully reveal off-balance sheet finances Vouch for the accuracy of information revealed

Executives

 Must promptly reveal the sale of shares in firms they manage  Are not allowed to sell shares when other employees cannot 9-24