Part 3: Solution
Let's see how well you answered the questions.
Suppose the Committee succeeds in "promoting" Liz to Chairperson of the Board of Directors. What would that new position involve and what might be the ramifications of the Committee's decision? The exercises below will help you answer these questions.
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As Chair of the Board, Liz will have to guide the Board in overseeing strategic planning for CanGo, and also in ensuring that CanGo's management operates in the best interest of the stockholders. What actions might Liz take to ensure that management's actions are always aligned with the interests of the stockholders? |
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There are several options. One popular option is to align the executives' compensation with the interests of the stockholders through stock options and bonuses based on corporate earnings. By paying a large premium for future superior performance (called backloaded compensation), top management is tied into the long-term future of the firm. The lagging price of CanGo's stock , as well as the great flux in the NASDAQ market and of e-commerce stocks in general, may require tying management compensation to other measures of corporate financial performance. |
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A second task of the Chair is to lead the Board in a discussion of CanGo's key stakeholders and their responsibilities to those stakeholders. What are the steps Liz needs to take in discerning stakeholders' interests? |
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Stakeholder analysis usually involves a five-step process: identification of key stakeholders; listing the specific claims that the stakeholders may have on the company; reconciling the claims of the differing stakeholders; assigning priorities to the claims; and coordinating the claims with the mission of the firm. The most important stakeholders for the Board to consider include the stockholders, customers, employees, the government, and suppliers. |
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Read the working notes of Board member number 2. Describe this member's concern in the context of agency theory. Is Board member number 2 acting in the best interests of the stockholders?
Private and Confidential
For Board Members Only
As you know, ever since I was elected to the Executive Committee of CanGo, I have had my doubts about Liz's ability to act as the CEO of a major dot-com company. I felt that my election to the Committee was indicative of the stockholders' desire to take CanGo to the next level and make it a real player in the e-commerce market.
As we all know, CanGo's stock price has been quite disappointing. Liz has managed to grow the company through an acquisition and a joint venture . However, she really hasn't made the types of strides that I expected when I first came on the Committee. Online games have failed to produce any real revenues, and the problems associated with the holiday rush have produced a lackluster financial performance.
I believe we all agree that we are having some real leadership problems. We have also been thinking about Liz's performance since the IPO and are seriously considering whether she is the CEO for a public company. Although some of the committee members acknowledge Liz as the moving force behind CanGo, we must remember our responsibility to the stockholders.
I believe we agree that making Liz the Chairperson of the Board will allow her to step back from operations and assist us in strategic planning.
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According to agency theory, the Board members act as agents by protecting stockholder interests. This agency relationship assumes that the Board's interests are aligned with those of the stockholders, and that by maximizing corporate performance, the Board is acting in its own best interests. However, problems can arise from agency relationships when the interests of the agents differ from those of the stockholders. These problems include agents pursuing growth rather than earnings, acting to diversify risk, avoiding risk, and optimizing their personal payoffs. |
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