Agency theory and corporate governance

The separation of ownership and control is a cardinal characteristic of modern concerns. One account for this is that stockholders can be widely dispersed and hence can non exert control over direction. Yet, the deputation of control to directors brings advantages. This deputation of control can besides give rise to struggles of involvement between different stakeholders such as debt-holders, stockholders, directors, clients and other interested parties ” .

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For a company of your pick * , discourse the struggles of involvement that could originate between different stakeholders.

Outline possible solutions to the struggles of involvement you have identified in portion a.

* The company should be a public limited company ( PLC ) whose portions are actively traded on a recognized stock exchange, for illustration, the London Stock Exchange, the New York Stock Exchange or the Tokyo Stock Exchange.

Calciferol: SEGI College – DINAHYEAR 3financeTesco-Logo.jpg


The bureau job arises because of a divorce of ownership and control. Within a populace limited company ( plc ) , there are a figure of illustrations of the bureau job, the most of import being that bing between stockholders which we besides called as the ‘principal ‘ and directors as ‘agent ‘ . The job exists because of conflicting ends and an dissymmetry of information. Managers act to maximize their ain wealth instead than the stockholders ‘ wealth.


The size of the bureau job reflects the comparative power of stockholders with regard to directors. Since, in the UK, institutional investors now have important retentions in UK public limited companies, they are able to convey important force per unit area to bear on company directors as a manner of promoting end congruity. As in the USA, stockholder groups are turning as a manner of heightening and concentrating this force per unit area. It can be argued that, for institutional investors in UK companies, the bureau job is being easy attenuated. For smaller investors, nevertheless, this may non be the instance.

3 You should discourse the undermentioned points:

divergency of ownership and control ;

divergency of ends between chief and agent ;

dissymmetry of information, including entree to dissimilar information sets and dissymmetry of reading ;

directors ‘ personal ends may non take to maximization of stockholder wealth ;

struggle between investors and directors in footings of investing determinations and hazard ;

ways in which principals can supervise the activities of agents ;

bureau costs, including monitoring costs, the free-rider job and contract costs ;

optimum contracts and other ways of promoting end convergence.

4 ( a ) Agency implies that directors ( as agents ) maximise their ain wealth instead than that of their stockholders ( the principals ) due to asymmetry of information, differing aims and divorce of ownership and control. Hence we need to look for clear marks that bureau jobs are present.

The first thing to observe is that the company has diversified its activities across a scope of different industries. This is frequently justified in the name of cut downing hazard for stockholders, but stockholders should hold already diversified themselves through the portfolios they hold. Companies tend to diversify their activities for managerial motivations, such as to increase occupation security by diversifying unsystematic hazard.

Second, the company is keeping a geartrain ratio significantly below the industrial norm. This is another illustration of the bureau job as stockholders prefer higher degrees of debt because of the cheaper cost of debt finance and are prepared to accept higher degrees of fiscal hazard because they have a diversified portfolio. Directors, nevertheless, prefer equity finance as excessively high a degree of fiscal hazard could endanger their occupation security.

A more obvious illustration of bureau job is that the managers ‘ mean wages are above the industry norm and they have five-year contracts, conflicting corporate administration directives like the Greenbury Report. Directors are likely to go self-satisfied with contracts of such length. There is besides a job with the usage and footings of the portion options. Given the historical growing rate in portion monetary value of 5 per cent, the company ‘s portion monetary value five old ages ago when the managers were given the portion options would hold been about ?1.83. For the portion monetary value to mount above ?2 in less than five old ages represents a really unchallenging mark.

If directors were to exert the options in a twelvemonth ‘s clip, their addition would be:

( 2.34 ( 1.05 ) – 2.00 ) A- 100 000 = ?45 700

This represents a generous wages for significantly underachieving the sector portion monetary value growing rate of 9 per cent.

( B ) Given the company appears to hold major bureau and corporate administration jobs, these could be reduced by some of the undermentioned actions:

get directors to refocus the concern in one country of specialization and realise economic systems of graduated table and operation ;

instruct directors to increase the degree of debt finance as the current degree of geartrain is improbable to understate the company ‘s cost of capital ;

restructure the directors ‘ portion options so that additions are accomplishable if the direction stretch themselves ;

proctor directors to guarantee they are non maximizing their ain wealth. The grade of success depends on the monitoring method used and the construction of the company ‘s stockholders as person must pay for monitoring to take topographic point ;

cut down wages back in line with industry norms and tie portion of the wage to a performance-related variable ( e.g. company portion monetary value relation to the sector ) . Introduce annual turn overing contracts to maintain directors on their toes ;

analyze the fundamental law of the wage commission and the backgrounds of non-executive managers, and do appropriate alterations where necessary ;

finally, the stockholders might desire to exert their right to vote out managers at the AGM if they think that their public presentation has been hapless

The solution

There are assorted ways to cut down the bureau job:

make nil, if the costs of divergent behaviors are low ;

proctor agents, if catching or divergent behavior costs are high ;

utilize a reward/punishment contract, if monitoring costs and divergent behavior costs are high.

As respects the shareholders/managers bureau job, monitoring costs and divergent behavior costs are high so stockholders use contracts to honor directors for good public presentation and could give directors portions in the company they manage, doing them stockholders themselves




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