
Paper P3: Business analysis
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The directors, as individuals, will be interested in their remuneration and other
benefits, and probably also in their status and power.
There is a risk that the directors of a company will make strategic decisions with the
aim of adding to their status and remuneration, rather than with the aim of
maximising shareholder wealth.
2.3 Risks from bad corporate governance
In most countries that have a stock exchange, there are now voluntary codes or
regulations about corporate governance. The development of codes and laws on
corporate governance happened as a result of major corporate scandals.
In the UK in the 1980s several large stock market companies collapsed (for example,
Maxwell Communication Corporation and Polly Peck International). Investigations
in to the collapses found that the directors had deceived the shareholders and
presented misleading accounts. The companies were also dominated by a powerful
director, usually the CEO and chairman, who had been running the company for
his personal benefit, without regard to the interests of the other shareholders.
During the 1990s, remuneration of senior executives became another governance
issue. There was concern about the strategic decisions that directors were sometimes
making for their company. Directors were sometimes making decisions that were
intended to maximise short-term profits (at the expense of long-term profitability)
or were making strategic decisions about growing the company through
acquisitions that were not always beneficial for the share price and shareholder
wealth. It was argued that the remuneration packages of directors were giving them
an incentive to boost short-term profits or increase sales turnover, and there was
much less incentive to increase the share price and shareholder returns. It was
therefore suggested that the remuneration packages of senior executives should be
designed to bring the personal interests of directors (through their remuneration)
into line with the interests of the shareholders.
The current view is that directors’ personal interests can be made consistent with
shareholders’ interests if remuneration packages include substantial short-term
incentives and long-term incentives, such as annual cash bonuses and the award of
shares in the company or share options, which are dependent on the company’s
performance.
2.4 The traditional view of corporate governance: implications for
organisational purpose and strategy
The traditional view of corporate governance has implications for decisions
affecting the purpose and strategies of an entity.
If the traditional view of corporate governance is valid, the aim of a company
should be to maximise shareholder wealth.
However, the board of directors might make strategic decisions for a different
purpose. In particular, they might make strategic decisions that will benefit