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发表于 2012-4-2 10:26
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The board of directors of Worldwide Graphics has hired Bloom and Moore Consultants to investigate the corporate governance of Worldwide Graphics (WG). There have been some complaints from shareholders that the executives at WG have not been managing the firm in the best interest of the shareholders. The board of directors has requested an assessment of the managers’ incentive structure and an assessment of the decisions of the executives over the past few years. The board of directors specifically ask for Bloom and Moore to look for possible cases where WG executives are not acting in the best interests of WG shareholders. Furthermore, labor groups and the community where WG has its headquarters have been pressuring WG management to address the welfare of employees and the community. In essence, they want WG to maximize the welfare of all stakeholders and not just shareholders.When given a job such as this, the consultants Fred Bloom and Steven Moore typically assess the board of directors and their incentive structure too. Bloom and Moore have found that poor corporate governance often starts with problems in the board of directors. Among their findings, Bloom and Moore find that only a small minority of the WG board members are WG executives, and the majority of all the board members serve on the boards of several other companies. Bloom feels that the members being on other boards is a good thing because it means the board members have a lot of experience. Bloom and Moore also find that the board members receive a flat fee and do not get stock options. Moore feels this fee structure is good because it increases the board members’ objectivity.
One of the accusations made by the shareholders is that WG executives have not been taking adequate risk. In essence, the shareholders have complained that the managers have been avoiding projects with higher risk and higher return because high risk projects have a higher probability of negative outcomes, which jeopardize the jobs of the managers. In examining the activities of WG managers, Bloom and Moore find that there had been a great deal of expansion and, in the past year, even an acquisition by WG of another firm. Bloom and Moore discuss if such expansion is incongruous with the accusation of WG managers not taking risk.
Bloom and Moore find that the executives of WG have been given stock options as part of their compensation, but the board members do not receive cash bonuses based upon the net income of WG. Bloom says that stock options help in aligning the interests of executives with shareholders, and bonuses based upon income would only be a substitute and not a compliment to stock options. Moore says that stock options and bonuses based upon income are more complements than substitutes. They also discuss if giving stock options to board members as compensation help motivate the board to monitor and direct the WG executives to act on behalf of the shareholders.
Bloom and Moore also recommend that WG use more debt in its financing. They both recognize that firms with higher total debt ratios seem to be managed better and in a fashion that has the shareholder interests in mind. Bloom says that a higher debt ratio leads to managers having less cash to siphon off to provide the executives with perks. Moore says that recent changes in the law, as a result of recent corporate scandals, have allowed debt-holders to form voting blocks to influence the board decisions.
There has been an outcry for WG executives to try to maximize the welfare of parties other than WG shareholders, e.g., employees and the community. In responding to this outcry, Bloom and Moore should: A)
| point out that such pursuits are illegal given the fiduciary responsibility that WG executives have for WG shareholders. |
| B)
| recommend that WG employ the Cadbury metric to pursue this goal. |
| C)
| point out that no adequate, widely-used metric for pursuing such a goal exists. |
|
The only correct answer is that there is no widely-used and adequate metric for pursuing the goal of maximizing the welfare of multifarious stakeholders. It is legal, but there is no such thing as a Cadbury metric. (Study Session 12, LOS 28.c)
In their discussion concerning whether stock options and bonuses based upon income are substitutes or complements: A)
| Bloom is correct and Moore is incorrect. |
| B)
| Bloom is incorrect and Moore is correct. |
| C)
| Bloom and Moore could both be correct. It depends upon the circumstances. |
|
It is true that stock options and bonuses are not substitutes because their values are based upon two different variables. The value of options is based upon market data, and the value of a bonus is based upon accounting income. (Study Session 12, LOS 28.b)
There are only a minority of executive directors on WG‘s board of directors, and most of the members are also members of other boards. With respect to the effectiveness of the board, the fact that there is only a minority of executives on the board is: A)
| positive for board effectiveness, and the members being on other boards is positive for board effectiveness. |
| B)
| positive for board effectiveness, but the members being on other boards is negative for board effectiveness. |
| C)
| negative for board effectiveness, but the members being on other boards is positive for board effectiveness. |
|
Fewer executives on the board is usually seen as a positive thing for shareholders. One way WG executives could make the board less effective, however, is to see to it that the board members are on several other boards so that they are overcommitted and cannot perform well on the board of WG. (Study Session 12, LOS 28.c)
Bloom and Moore investigate whether AG executives have been avoiding risks and the effect of the executives expanding and making acquisitions. A)
| These actions are both moral hazard problems, but they are mutually exclusive. |
| B)
| Avoiding risks is a moral hazard problem, but making acquisitions is not a moral hazard problem. |
| C)
| These actions are both moral hazard problems, and they can occur together. |
|
Managers avoiding risk is a moral hazard problem in that the managers avoid profitable ventures that have a good chance of increasing the value of the firm, but the venture could lead to the managers losing their job if the venture fails. Making acquisitions or “empire building” can be a problem. The acquisitions can be low risk and low return projects and congruous with the other case where the managers are not acting on behalf of the shareholders. (Study Session 12, LOS 28.a)
Bloom and Moore discuss whether to give the board of directors stock options as part of their compensation. Giving stock options to the board of directors: A)
| has not proven effective at all in increasing the board’s incentives to act on behalf of shareholders. |
| B)
| can increase the board’s incentives to act on behalf of shareholders, but its effectiveness is limited. |
| C)
| can be effective, but it is usually too costly to implement. |
|
Providing directors with stock options rather than fixed fees goes in the right direction, but it has its limitations for the same reason that managers’ stock options have limitations. In particular, if the managers go for a risky strategy that reduces investor value but raises the value of their stock options, directors may have little incentive to oppose the move if they themselves are endowed with stock options. (Study Session 12, LOS 28.b)
In the discussion concerning why firms with a higher debt ratio may be run better and more in the interest of shareholders: A)
| Bloom is correct and Moore is incorrect. |
| B)
| both Bloom and Moore are correct. |
| C)
| Bloom is incorrect and Moore is correct. |
|
Bloom is correct in that debt imposes a discipline and natural restriction on the use of the cash flow. Moore is wrong because there has not been any legislation concerning allowing debt-holders to form voting blocks. (Study Session 12, LOS 28.b) |
|