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Manajemen stratejik 14
This document discusses corporate governance and the board of directors. It describes the relationship between the board, top management, and shareholders in determining the direction and performance of a corporation. The board monitors, evaluates, and influences the corporation, and initiates and determines its direction. The board is made up of inside directors who are executives of the firm and outside directors from other companies. The document also discusses agency theory, the roles of transformational leaders and executive leadership on the board.
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Manajemen stratejik 14
- 1. MANAJEMEN S T RA T E G I 1
- 2. STRATEGIC MANAGEMENT &BUSINESS POLICY 10TH EDITION THOMAS L. WHEELEN J. DAVID HUNGER Corporate Governance
- 3. Corporate Governance The relationshipamong the board of directors, top management, and shareholders – determining the direction and performance of the corporation Role of Board –Monitor –Evaluate and influence –Initiate and determine
- 4. Board of Directors Members-- –Inside directors •“management directors” •Officers or execs employed by the firm –Outside directors •“non-management directors” •Execs of other firms not employed by the board’s corporation
- 5. Agency Theory Agency Problem– –Objectives of owners & agents in conflict –Difficult for owners to verify agent performance Risk Sharing Problem – –Owners & agents risk assessment in conflict Executives more motivated to act in best interest of the corporation than their own self-interests. Theory that over time, senior executives tend to view corporation as extension of selves.
- 6. Board of Directors WhenOutsiders can be considered Insiders –Affiliated Directors –Retired Directors –Family Directors
- 7. Board of Directors Codetermination –Theinclusion of a corporation’s employees on its board of directors Interlocking Directorates –Direct Interlocking –Indirect Interlocking Nominations & Elections –Traditional Approach •CEO invitation to membership •Shareholders approval in annual proxy statement •All nominees usually elected –Staggered Board Approach •Staggered terms of service/election
- 8. Board of Directors Sarbanes-Oxley –Codeof Ethics –Audit, Nominating, and Compensation Committees all outside directors Organization of the Board –Size •Charter & Bylaws Determination Corporate Governance –Review & shaping of strategy –Pressure for corporate performance –Demand for executive stock ownership –Outside directors increasing –Impact of Sarbanes-Oxley
- 9. Board of Directors Transformationalleaders –Change agents through vision for change Successful CEO’s –Strategic vision –Passion for the company –Strong communication –charisma Executive Leadership –Strategic vision –Role model –Communication of performance standards –Demonstrates confidence in abilities of followers
- 10. Strategic Management Process StrategicPlanning Staff –Supports top management & business units in the strategic planning process –Identify & analyze company-wide strategic issues –Generate strategic alternatives –Facilitate business units in coordinating activities related to strategic planning process