Introduction
Agency theory means that the agent who are the directors of the company is under contract to act on best interest of the principals who are the shareholders. Agency problem arises due to the fact that there is a breach of trust where the directors are acting on their own self interest instead of shareholders’. In regards to the problems, there is also an information of asymmetry, which would described as the agents would have more information than the principals.
Executive Summary
Agency Problems
Reportedly there are numerous corporate scandals throughout the years, for example Robert Maxwell (1991), Barings (1995), Enron (2001), Lehman Brothers (2006). As the matter of fact, various Governance Code of Ethics were implemented
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CEO of 2001 Bernard Ebbers took out $400 million as loan at favourable interest rate of 2.15%. It was not reported in the annual report of Worldcom as the board members were aware of the issue because they were given high compensation to keep their mouth shut. The aggressive culture of demanding high returns are due to weak internal controls and lack of competitiveness and also causing unethical behaviours.
In Maxwell Communications case, the shareholders were intimidated by Robert Maxwell’s dominant personality and gave him too much power by means of giving the position of CEO and Chairman, no one is allowed to have too much power as he would abuse his power. Cadbury Report 1992 emphasised that there should be separation of ownerships.
Along the lines of agency problems, the one go the executive director of MG Rover received $40 million with the company was suffering mismanagement, also the ED were give excessive salaries and bonuses regardless their performance were good or bad. Greenbury Report 1995 is formed to look into directors remunerations as the public and shareholders were condemned with the idea. Appointment of independent directors would provide better supervision, also allowing to judgement the performance efficiency wishing the
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Monitoring cost are costs of measuring, observing and controlling the behaviour of management by means of separation of ownership and management. The costs would include preparation of audited financial statements and reports to ensure true and fair view allowing auditor to detect and deter fraudulent or unethical activities. The need of non executive directors in order to provide balance and scrutiny to the board and also to reduce conflict between ED and shareholders. The purpose is to prevent them from withholding information and
Strong internal rivalry between the after-merged Boeing and McDonnell Douglas Corp is also contributing to company’s ethical scandals. As competition between each party gets stiffer, employees might tend to resort to ethical breaches to gain competitive advantages so as to outshine each other.
An organization that lacks a true culture of ethical compliance can create problems with integrity issues with stakeholders and customers. When a major company such as Enron, was structured their approach to ethics on the surface appeared to oppose progressive innovation. The policies and ethics programs were set up to protect the company and its shareholders. According to author Berenbeim, The Enron company had a detailed code of ethics it was not enough the organization needed to incorporate ethics and integrity throughout their corporate culture. Enron had to focus on business ethics issues raised by the conduct of the company’s directors, officers, accounts and lawyers (Berenbeim, 2002).
Through out his tenure at Sunbeam,Al Dunlap’s advocated profit by firing many employees and shutting down many factories.If we look at it in the short term ,this approach seems very attractive as it brings in quick short term gains.In the long term ,however, such a decision would not ensure the sustainability of the company. Profitability and responsibility can and should be combined in an ideal world, however it is clear that they are at least partially contradictory. Shareholder pressure should not force a company to make short-term decisions that might be detrimental to the long-term profitability of the company.
Many organizations have been destroyed or heavily damaged financially and took a hit in terms of reputation, for example, Enron. The word Ethics is derived from a Greek word called Ethos, meaning “The character or values particular to a specific person, people, culture or movement” (The American Heritage Dictionary, 2007, p. 295). Ethics has always played and will continue to play a huge role within the corporate world. Ethics is one of the important topics that are debated at lengths without reaching a conclusion, since there isn’t a right or wrong answer. It’s basically depends on how each individual perceives a particular situation. Over the past few years we have seen very poor unethical business practices by companies like Enron, which has affected many stakeholders. Poor unethical practices affect the society in many ways; employees lose their job, investors lose their money, and the country’s economy gets affected. This leads to people start losing confidence in the economy and the organizations that are being run by the so-called “educated” top executives that had one goal in their minds, personal gain. When Enron entered the scene in the mid-1980s, it was little more than a stodgy energy distribution system. Ten years later, it was a multi-billion dollar corporation, considered the poster child of the “new economy” for its willingness to use technology and the Internet in managing energy. Fifteen years later, the company is filing for bankruptcy on the heels of a massive financial collapse, likely the largest in corporate America’s history. As this paper is being written, the scope of Enron collapse is still being researched, poked and prodded. It will take years to determine what, exactly; the impact of the demise of this energy giant will be both on the industry and the
Worstall, T. (2013, March 01). Solving The Principal Agent Problem: Apple Insists That Executives Must Hold Company Stock. Retrieved from Forbes: http://www.forbes.com
After news of the scandal of Enron, one of the hottest items on e-Bay was a 64-page copy of Enron’s corporate code of ethics. One seller/former employee proclaimed it had “never been opened.” In the forward Kenneth L. Lay, CEO of Enron stated, “We want to be proud of Enron and to know that it enjoys a reputation for fairness and honesty and that it is respected (Enron 2).” For a company with such an extensive code of ethics and a CEO who seemed to want the company to be respected for that, there are still so many unanswered questions of what exactly went wrong. I believe that simply having a solid and thorough code of ethics alone does not prevent a company from acting unethically when given the right opportunity.
In contrast , the shareholder theory organisations or organisation's decision-makers only have the responsibility to their shareholders by increasing the organisation profits and should only make the decisions to increase as much as possib...
This separation between ownership and managerial control in this instance can be problematic as the principal and the agents have different interests and goals. In a large publicly traded corporation such as NOL/APL, shareholders (principals) lack direct control when the CEOs (agents) make decisions t...
Also by using the wrong metrics the ceo’s took huge risks that maximized their pay at the expense of long term stake holders of the company. The failure of setting a tone at the top is not limited to the business world but extends to government and educational leaders as
The main purpose of this work is to emphasize that the code of conduct has no use if the company does no create an ethical culture. It focuses on how the code of conduct must be created and fostered by the top management including board of directors so employees and other stakeholders follow by lead and don’t think that the higher authority are not practicing what they put out. The intended audience of this blog message was investment professional, people concerned with ethics in the workplace, and the general public who
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
Agency Theory or Principal Agent Theory is the relationship that involved the contractual link between the shareholders (the principals) that provide capital to the company and the management (agent) who runs the company. The principals will engage the agent to carry out some services on their behalf and would normally delegate some decision-making authority to the agents. However, as the number of shareholders and the complexity of operations grew, the agent, who had the expertise and essential knowledge to operate the business and company tend to increasingly gained effective control and put them in a position where they were prone to pursue their own interests instead of shareholder’s interest.
The oversight responsibilities of the board, the CAE lacking of expertise or broad understanding of financial controls and responsibilities, and the understaffed internal audit functions lacking of independence and direct access to the board of directors contributed to the absence of internal controls. To begin with, the board should be retrained to achieve financial literacy to review financial reporting. Other than attending formal meetings, the board of directors should be more involved with the management. For the Audit Committee, the two members who were recruited as acquaintances to Brennahan need be replaced with experts who are more sufficiently knowledgeable about accounting rules beyond merely “financially literate”. Furthermore, the internal audit functions need to expand with different expertise commensurate with the expanded activities of the organization, testing financial reporting rather than internal controls from an operational perspective. The CAE should be more independent and proactive to execute audit plans, instead of following orders from the CFO, and initiate a direct and efficient communication between internal audit and audit
Nottingham Trent University. (2013). Lecture 1 - An Introduction to Corporate Governance. Available: https://now.ntu.ac.uk/d2l/le/content/248250/viewContent/1053845/View. Last accessed 16th Dec 2013.
Through an organizational culture that focused on financial greed for self, illegal accounting practices, conflicts of interest partnerships, illegal business dealings, fraud, negligence, and massive corruption at all levels, the Enron scandal help to create new laws and regulations with stiff penalties if violated (Ferrell, et al, 2013). The federal government implemented the Sarbanes Oxley Act (SOX) (Ferrell, et al, 2013).