SlideShare a Scribd company logo
By: 1. Kenneth A. Kim
John R. Nofsinger
And
2. A. C. Fernando
 Chapter outline
◦ Studying global political system from business
point of view
◦ Goal of business i.e. profit maximization
◦ Forms of businesses
◦ What is corporate Governance
◦ Investors influence on management
◦ How to monitor management
◦ Corporate governance: An integrated and complex
system.
 Introduction
◦ There are two major political systems in the world
from business point of view
 1. Communism
 refers to a political system that stresses
the primacy of collective goals over
individual goals
 Characteristic of Communism
◦ Needs of the society are viewed as a whole than
individual freedom.
◦ State-owned enterprises are managed to benefit
society as a whole, rather than individual capitalists
◦ Examples are:
 Cuba
 Vietnam
 China (market based economic reforms)
 Capitalism
◦ Capitalism is an economic system based on the private
ownership of capital goods and the means of production,
with the creation of goods and services for profit.
 Characteristics of Capitalism
◦ Ownership belongs to “YOU”
◦ Freedom of own economic growth
◦ Suitable environment for business
◦ Profit in your “Pocket”
◦ Reward based system
◦ Creative and innovative environment
 Goal of a Business
◦ Maximum profit by increasing business
◦ How?
 1. Increasing sales in the existing
market
 2. Creating new markets for the
existing products.
 . Enhancing business requires
capital which brings risk.
 . So, the ability to access
capital and control risk are
important in the success or
failure of a firm.
 Forms of Business Ownership
 Sole proprietorship – a business own by a single
person
 . Easy to start
 . More than 70% of all US business
 . But limited lifespan
 . Die with the owner’s death or retirement
 . Limited ability to obtain capital
 . Owner bears unlimited personal liabilities for the
firm
 . Less trustworthy
 Partnership – similar to sole proprietorship but
there is more than one owner.
 .The ability to pool capital
 But may not be as important as combining service-
oriented expertise and skill, especially for larger
partnerships, for example;
 Accounting firms
 Law firms
 Investment banks
 And advertising firms
 Corporation –
the corporation is its own legal entity, as if it
were a person.
Advantages
 . The owner of the corporation enjoys limited financial
liabilities
 Which is very hard in the case of sole proprietorships
and partnerships.
 For example
 Bill Gates of Microsoft
 Tim Cook of Apple
 Larry Ellison of Oracle
 Fewer than 20% of all US businesses are corporation but
are generating approximately 90% of the country’s
business revenue.

 . The most important advantage of corporation business
is access to capital market and can raise money by
issuing stocks and bonds to investors.
 . It doesn’t die when its owner do because corporation is
not in single person ownership, it has many owners.
 Example
 “Between 1977 and 1980, Apple Computers sold
a total of 121,000 computers. To meet the
potential demands for millions of computer per
year, Apple needed to expand operations
significantly. As a result, in 1980, Apple became
the public corporation and sold $65 million
worth of stocks”.
 Main disadvantages of corporations are;
 . Corporate profits are subject to business taxes
before any income goes to share holders in the form
of dividends.
 . Subsequently, shareholders must also pay personal
taxes on dividend income.
 Which means shareholders are exposed to double
taxation.
 Running corporation cab be expensive. For
example
 The cost of hiring accountants
 Legal experts
 Cost of communicating with all shareholders
 Cost of complying with Regulations and so forth.
 Perhaps the main disadvantage is of governance
problems.
 Small stake and lack of true sense of ownership
bring RISK and lack of CONTROL
 What is Corporate Governance?
“Problems that result from the separation of
ownership and control
 Focusing on
 The internal structure and rules of the board of
directors;
 The creation of independent audit committees;
 Rules for disclosure of information to shareholders
and creditors
 And control of the management
 This explain how a corporation is structured.
 Separation of ownership and management
Corporate Governance
Separation of ownership and
management
Shareholders
Employees
Board
Management
Separation of Ownership and Control
 . Stockholders own the firm and officers (or
executives )control the firm.
 . Hundreds of thousands of investors can’t
collectively take decisions. So firms hire
managers for that work.
 .The shareholder’s main focus is toward business
performances and return of their stock, rather
than in decision making process.
 Why should managers should care about the
owners?
 Satisfactory profit for the stockholders and
massive perks for themselves (principal-agent
problem or the agency problem)
 Managers may be tempted to use the firm’s assets
for their own ends.
 Secretaries may take the supplies
 Managers may take extra food or fancy furniture for
their offices
 Executives can use expensive jets for travelling
 Etc;etc
 Ability to steel from the shareholders, the
most are the executives.
 This problem can be solved by
 Incentives
 Common incentives
 Offering stocks, restricted stocks or stock options
(normal practice in US companies)
 And monitoring

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CG LEC# 01.pptx

  • 1. By: 1. Kenneth A. Kim John R. Nofsinger And 2. A. C. Fernando
  • 2.  Chapter outline ◦ Studying global political system from business point of view ◦ Goal of business i.e. profit maximization ◦ Forms of businesses ◦ What is corporate Governance ◦ Investors influence on management ◦ How to monitor management ◦ Corporate governance: An integrated and complex system.
  • 3.  Introduction ◦ There are two major political systems in the world from business point of view  1. Communism  refers to a political system that stresses the primacy of collective goals over individual goals
  • 4.  Characteristic of Communism ◦ Needs of the society are viewed as a whole than individual freedom. ◦ State-owned enterprises are managed to benefit society as a whole, rather than individual capitalists ◦ Examples are:  Cuba  Vietnam  China (market based economic reforms)
  • 5.  Capitalism ◦ Capitalism is an economic system based on the private ownership of capital goods and the means of production, with the creation of goods and services for profit.
  • 6.  Characteristics of Capitalism ◦ Ownership belongs to “YOU” ◦ Freedom of own economic growth ◦ Suitable environment for business ◦ Profit in your “Pocket” ◦ Reward based system ◦ Creative and innovative environment
  • 7.  Goal of a Business ◦ Maximum profit by increasing business ◦ How?  1. Increasing sales in the existing market  2. Creating new markets for the existing products.
  • 8.  . Enhancing business requires capital which brings risk.  . So, the ability to access capital and control risk are important in the success or failure of a firm.
  • 9.  Forms of Business Ownership  Sole proprietorship – a business own by a single person  . Easy to start  . More than 70% of all US business  . But limited lifespan  . Die with the owner’s death or retirement  . Limited ability to obtain capital  . Owner bears unlimited personal liabilities for the firm  . Less trustworthy
  • 10.  Partnership – similar to sole proprietorship but there is more than one owner.  .The ability to pool capital  But may not be as important as combining service- oriented expertise and skill, especially for larger partnerships, for example;  Accounting firms  Law firms  Investment banks  And advertising firms
  • 11.  Corporation – the corporation is its own legal entity, as if it were a person. Advantages  . The owner of the corporation enjoys limited financial liabilities  Which is very hard in the case of sole proprietorships and partnerships.  For example  Bill Gates of Microsoft  Tim Cook of Apple  Larry Ellison of Oracle
  • 12.  Fewer than 20% of all US businesses are corporation but are generating approximately 90% of the country’s business revenue.   . The most important advantage of corporation business is access to capital market and can raise money by issuing stocks and bonds to investors.  . It doesn’t die when its owner do because corporation is not in single person ownership, it has many owners.
  • 13.  Example  “Between 1977 and 1980, Apple Computers sold a total of 121,000 computers. To meet the potential demands for millions of computer per year, Apple needed to expand operations significantly. As a result, in 1980, Apple became the public corporation and sold $65 million worth of stocks”.
  • 14.  Main disadvantages of corporations are;  . Corporate profits are subject to business taxes before any income goes to share holders in the form of dividends.  . Subsequently, shareholders must also pay personal taxes on dividend income.  Which means shareholders are exposed to double taxation.
  • 15.  Running corporation cab be expensive. For example  The cost of hiring accountants  Legal experts  Cost of communicating with all shareholders  Cost of complying with Regulations and so forth.  Perhaps the main disadvantage is of governance problems.  Small stake and lack of true sense of ownership bring RISK and lack of CONTROL
  • 16.  What is Corporate Governance? “Problems that result from the separation of ownership and control  Focusing on  The internal structure and rules of the board of directors;  The creation of independent audit committees;  Rules for disclosure of information to shareholders and creditors  And control of the management  This explain how a corporation is structured.
  • 17.  Separation of ownership and management Corporate Governance Separation of ownership and management Shareholders Employees Board Management
  • 18. Separation of Ownership and Control  . Stockholders own the firm and officers (or executives )control the firm.  . Hundreds of thousands of investors can’t collectively take decisions. So firms hire managers for that work.  .The shareholder’s main focus is toward business performances and return of their stock, rather than in decision making process.
  • 19.  Why should managers should care about the owners?  Satisfactory profit for the stockholders and massive perks for themselves (principal-agent problem or the agency problem)  Managers may be tempted to use the firm’s assets for their own ends.  Secretaries may take the supplies  Managers may take extra food or fancy furniture for their offices  Executives can use expensive jets for travelling  Etc;etc
  • 20.  Ability to steel from the shareholders, the most are the executives.  This problem can be solved by  Incentives  Common incentives  Offering stocks, restricted stocks or stock options (normal practice in US companies)  And monitoring