Tam Lai Ying 08028796 Law Tsz Yeung 08031916 Au Man Hung 08026130
An agency relationship exists when:An agency relationship exists when:
Shareholders Shareholders (Principals)(Principals)
Firm OwnersFirm Owners
Managers Managers (Agents)(Agents)
DecisionDecisionMakersMakers
which createswhich creates
Agency RelationshipAgency Relationship
Risk Bearing SpecialistRisk Bearing Specialist(Principal)(Principal)
Managerial Decision-Managerial Decision-Making SpecialistMaking Specialist
(Agent)(Agent)
HireHireHireHire
Agency TheoryAgency Theory
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
Agency TheoryAgency Theory
•Equity: Potential conflict between shareholders and managers (principal-agent problem)
•Traditional: Outside (non-management) shareholders•Overvalued equity
•Debt: Potential conflict between shareholders and debt holders
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Agency Problem of Outside Equity
Managers expropriate wealth from shareholders
Moral hazard problemsExcessive perquisite consumptionUnderinvestment due to risk
aversion/short horizonAccept poor investment projects (NPV<0)
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Examples of Agency Problems/CostsDirect expropriation
Take cash outLooting assets, low transfer pricing
Indirect expropriation by non-optimal investingEmpire building: excess firm expansionUnderinvestment/OverinvestmentNot maximizing shareholder wealth
Making poor capital budgeting decisions (incorrect method, execution, etc.)
Decision making based on managers wealth maximization not shareholders
Inefficient actionsShirking (too little effort)Excess consumption of perks
Illegal actionsMisleading statementsInsider Trading
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Encourage excess risky investments
• Realized Profit = $100– Debt: $50
– Management: $30
– Employees: $20
– Shareholders: $0• 100-50-30-20 =0
• Realized Profit = $0– Debt: $0
– Management: $0
– Employees: $0
– Shareholders: $0• 0-50-30-20=-100
– BANKRUPT!
• Realized Profit = $400– Debt: $50
– Management: $30
– Employees: $20
– Shareholders: $300• 400-50-30-20 = 300
• Realized Profit = $300– Debt: $50
– Management: $30
– Employees: $20
– Shareholders: $200• 300-50-30-20 = 200
Expected Profit=$200 with two possible outcomes
Possible Outcomes: $100 or $300 Possible Outcomes: $0 or $400
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Earnings GameCFO’s were asked if they were not on
target for earnings which actions would they consider doing (Graham, Harvey & Rajgopal, 2004).
80% would delay discretionary spending55% would sacrifice small value projects
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Agency Problem of Overvalued Equity “Overvalued”: When management knows they
can not sustain value
Managers more likely to behave sub-optimallyTarget based corporate budgeting systems
Manipulation of both target and realized resultSkew preference for short term cash flows
(earnings)Excessive risk taking: Place high risk betsEarnings management: More likely and higher
errorJensen (2005)
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Agency Problem of DebtEquityholders expropriate wealth from
debtholders
Moral hazard problemsOverinvestment, risk shifting, asset
substitutionDebt overhang, underinvestmentClaim dilutionTake the money and run!
Used in corporations to establish order between the firm’s owners and its top-level managers
Corporate Governance is a relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations
Concerned with identifying ways to ensure that strategic decisions are made effectively
Corporate Governance
Recommendations for more effective Board Governance:
Governance Mechanisms
Board of DirectorsBoard of DirectorsBoard of DirectorsBoard of Directors
Strengthen internal management and accounting control systems
Establish formal processes for evaluation of the board’s performance
Increase diversity of board members backgrounds
Governance Mechanisms
Executive CompensationExecutive CompensationExecutive CompensationExecutive Compensation
Salary, Bonuses, Long term incentive compensation
Many factors intervene making it difficult to establish how managerial decisions are directly responsible for outcomes
In addition, stock ownership (long-term incentive compensation) makes managers more susceptible to market changes which are partially beyond their control
Incentive systems do not guarantee that managers make the “right” decisions, but they do increase the likelihood that managers will do the things for which they are rewarded
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Empirical Evidence: Effective Governance
Board Composition: Should have a majority of outside directors, i.e. independent board
CEO/Chairman should be separate role
Number of boards a director sits on