Agency Theory and Corporate Governance
Agency Theory and Corporate Governance
Agency Theory and Corporate Governance
www.emeraldinsight.com/1746-5664.htm
Agency theory
Agency theory and corporate and corporate
governance governance
A study of the effectiveness of board in their
monitoring of the CEO 7
Livia Bonazzi and Sardar M.N. Islam Received October 2005
Financial Modelling Program, Centre for Strategic Economic Studies, Revised December 2006
Accepted December 2006
Victoria University of Technology, Melbourne, Australia
Abstract
Purpose The effect of corporate governance on firm performance has long been of great interest to
financiers, economists, behavioural scientists, legal practitioners and business operators. Yet there is
no consensus over what constitutes an effective corporate governance mechanism that induces agents
or managers to consistently act in the interest of share value optimisation. The purpose of this study is
to develop a model to resolve an on-going issue in financial economics: how can CEOs be effectively
monitored by the board of directors?
Design/methodology/approach A survey of the literature on corporate governance and the
relationship between board composition and financial performance leads to the development of the
proposed model, which is based on a framework which takes into account the probability of success
representing a CEOs ability, and the active monitoring function (which is represented by the numbers
of control visits) carried-out by the directors.
Findings The design of the model is aimed at identifying an optimal level of monitoring, which will
maximise share value, to guide internal and independent directors.
Research limitations/implications The model has limitations: it does not address the input of
other directors and it focuses solely on the monitoring function, even though boards also play
important roles in providing information and advice to management.
Originality/value The finding of this study contributes to the Agency Theory debate, in essence
that the board monitoring of CEO will improve the performance of the CEO and avoid possible conflict
of interests.
Keywords Corporate governance, Mathematical modelling, Optimization techniques, Chief executives
Paper type Research paper
1. Introduction
Separation between ownership and control of corporations characterises the existence of a
firm. The design of mechanisms for effective corporate control to make managers act in the
best interest of shareholders has been a major concern in the area of corporate governance
and finance (Allen and Gale, 2001), and continuing research in agency theory attempts to
design an appropriate framework for such control. In a corporation, the shareholders are
the principals and the managers are the agents working on behalf of, and for the interests
of, the principals. In agency theory, a well-developed market for corporate controls is
assumed to be non-existant, thus leading to market failures, non-existence of markets, Journal of Modelling in Management
Vol. 2 No. 1, 2007
moral hazards, asymmetric information, incomplete contracts and adverse selection pp. 7-23
among others. Various governance mechanisms have been advocated which include q Emerald Group Publishing Limited
1746-5664
monitoring by financial institutions, prudent market competition, executive DOI 10.1108/17465660710733022
JM2 compensation, debt, developing an effective board of directors, markets for corporate
2,1 control, and concentrated holdings. Developing an effective board of directors remains an
important and feasible option for an optimal corporate governance mechanism.
The limitations of the current literature in this field are the following. Currently,
several formal models exist based on the effectiveness of the board of directors in
designing efficient control mechanisms for corporate governance. However, for a
8 multi-level decision system such as corporate governance, an improved model
including uncertainty in model parameters is necessary to resolve the uncertain nature
of the agency problem in corporate governance. In addition, the modelling studies of
monitoring CEOs by the board, using empirical data, to resolve the agency problem in
a more quantitative form are not well-known in the current literature.
The objectives of this paper are; to provide an improved model for corporate
governance based on an effective board of directors and to analyse the results of this
model for the effectiveness of boards and their monitoring of the CEO. This study is
also expected to enrich the current literature by providing an empirical assessment of
CEO performance and monitoring, in precise quantitative terms.
The paper is structured in the following way: Section 2 presents the principal theoretical
concepts covered by the selected literature on the agency theory in finance, and on the role
and composition of boards. Section 3 presents a model to prescribe optimal monitoring
levels, featuring a case study of a director that sits on different boards, and needs to decide
how to apportion her monitoring efforts across the different CEOs. A mathematical model
is developed to resolve the dilemmas presented in the case study. Section 4 covers a
discussion on the algorithm, data, solution and results, as well as their interpretations.
Section 5 discusses the implications and findings of the models being proposed. Section 6
discusses the limitations of the model. The conclusion is presented in Section 7.
Individual directors have personal liability if the company can be shown to have been
trading wrongfully (trading whilst insolvent), continuing to trade when there was no
reasonable prospect of its being able to pay its debts, illegally, carrying out activities
contrary to laws and regulations, e.g. Emron, AWB.
Independence of thought is demanded of all directors when on a board and this
requires that they pursue discriminating questions until they get satisfactory
answers that they and other board members understand. Pursuing the companys
interests above all else should be their priority. Directors competence, independence of
imagination and thought plus the skill to run an effective enterprise, will determine an
organisations success. The model developed below relates specifically to monitoring
and control by the board as a function of attendance at board meetings.
Evaluation is such a crucial issue to maximize CEOs performance with expected end
result to improve the future performance, not to fire the CEO.
Directors of boards often sit on more than one board. Directors are also known to have
several commitments and often conflicting requirements. They have time constraints
and thus need to carefully manage their efforts for maximum results. The principal
function that tests the effectiveness of a board is that of monitoring and control of the
CEOs and their performance. The greater the level of monitoring, the greater the
probability of success or enhanced financial performance.
A director sitting on multiple boards (six) is trying to determine how to allocate her time
and monitoring activity across the six organisations, for the following financial period.
She knows that the probability of successful performance of each organisation partly
depends on the degree of monitoring she performs, but she can only afford to spend limited
time, which is represented as a maximum of a total of 20 visits to the six CEOs.
The Board of Directors has an estimate of the ability of each CEO based on their
past performance. If the CEO is new, the estimate of his ability is low. He requires more
monitoring than old CEOs, since less is known about his ability. More independent
boards have a greater tolerance for this added monitoring, so they can afford to be
tougher with an incumbent CEO whose performance is marginal.
When new information about a CEOs performance is observed as, either profits
or some signal, the directors update their beliefs about the CEOs ability.
JM2 Poor performance lowers the boards assessment of the CEOs ability. Similarly, if a
CEO keeps his job, then retaining him must be worth more to the directors than
2,1 replacing him. A firing reveals that a CEO who was previously seen as better than the
expected value of a replacement is now not seen that way.
The CEOs ability is expressed as an estimate of the probability of successful
performance, as a function of the degree of monitoring by the director, measured in
12 number of control visits. The probability function is:
X i 0:1
pi
X i ki
where X is the number of director visits, and k is a constant for each CEO that
determines the shape of his ability (probability of success) function.
The costs and benefits associated with the success or failure of the companys
financial performance under the leadership of a CEO are expressed in terms of share
value movements. If the company performs well and delivers increased profits, the
value of its shares increases. Conversely, if the firm performs badly and the market
obtains signals of poor financial performance, the effect is felt in the reduced share
price. The share price sensitivity of each firm is illustrated in the data table.
The directors remuneration is based on the share price performance, therefore she has
an interest in maximising share value. However, she has limited resources: as an example,
she can only afford 20 monitoring visits, and as the location of each CEO is different, each
destination takes a different time to reach, plus the time spent meeting with the CEO,
checking reports, etc. in hours. She has a total of 80 hours available for the visits.
The model for CEO monitoring optimisation is illustrated in the Table I. In essence, it
is:
maximise the expected share value:
X1
6
{Ifpi 0; then zero; otherwise; pi Ai 1 2 pi Bi } 6
subject to:
5X 1 Y 1 3X 2 Y 2 4X 3 Y 3 6X 4 Y 4 4X 5 Y 5 8X 6 Y 6 # 80
X 1 X 2 X 3 X 4 X 5 X 6 # 20
X i 2 20Y i # 0 where i 1; 2; 3; 4; 5; 6
X i $ 0 and integer
Y i binary
4.2 Data
The data used in the model (reported below) is illustrative only but based on a realistic
scenario. For this case study, the data were determined as follows:
.
number of boards/CEOs: 6;
.
total available number of monitoring visits: 20;
2,1
14
JM2
problem
Table I.
Solution to the CEO
monitoring optimisation
Y X k P A B V
Fire CEO? No. of Prob. of Share value Hours
(1 keep, monitoring Linking Probability success increase if Share value decrease Expected share required per
CEO 0 fire) visits constraints parameter (percent) successful ($) if un-successful ($) movement ($) visit
CEO1 5h
CEO2 3h
CEO3 4h
CEO4 6h
CEO5 6h
CEO6 8h Table II.
CEO1 4.2
CEO2 18.0
CEO3 3.6
CEO4 1.2
CEO5 5.0
CEO6 6.8 Table III.
7. Conclusion
Reputed literature on the agency costs associated with the separation of ownership and
management in corporate governance has been reviewed in this study. A model has
been developed that determines the optimal level of monitoring of CEOs by directors,
which is considered a crucial function in determining the financial performance of the
firm. In the scenario illustrating the model, the optimal value of monitoring is
represented by 15 monitoring visits across three CEOs for a total of 78 hours and the
replacement of three CEOs. The expected share value movement is an increase of
$9,428 million.
The above-mentioned optimal level monitoring model also incorporates the
premise that it is important for the board to evaluate CEOs performance by
defining the final achievement as well as setting the executive limitations and
point of accountability of the CEO. Such a monitoring needs to be conducted on a
regular basis to maintain an optimal level of expected CEO performance.
Even though corporate law outlines that shareholders choose the board of directors,
in practice, shareholders almost always vote for the slate proposed by management.
Moreover, this slate is approved by, if not chosen by, the very CEO these directors are
supposed to monitor. The resulting governance system has been criticized as
ineffective in controlling management.
Consistent with the continuing research in agency theory, the finding of this
study contributes to resolve the agency problem, in essence that the board
JM2 monitoring of CEO will improve the performance of the CEO and avoid possible
2,1 conflict of interests.
In addition, an area of research that might draw light on the determinants of firm
performance is the role of social connections in determining who is chosen to fill board
seats, whether they are classified as independent or otherwise. A study on meritocracy
would inevitably need to measure the individual value of each director within the
18 function they are appointed to cover, the collective contribution of the board as a whole,
and the relationship between these measures and financial performance. Managing
corporate governance based on social business ethics is also essential (see arguments
in Islam, 2002). The next challenge is to structure a model which measures all
variables.
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Appendix
Fire CEO? No. of Probability of Share value Share value Expected Hours
(1 keep, monitoring Linking Probability success increase if decrease if share required
CEO 0 fire) visits constraints parameter (percent) successful ($) unsuccessful ($) movement ($) per visit
optimisation model
CEO monitoring
Agency theory
Table AI.
21
JM2
Monitoring 4.2 12.0 3.6 1.2 5.0 6.8
2,1 CEO 1 CEO 2 CEO 3 CEO 4 CEO 5 CEO 6
Visits (percent) (percent) (percent) (percent) (percent) (percent)
100%
90%
80%
Probability of Success
70%
60%
50%
12.0 CEO 2
40%
1.2 CEO 4
30%
5.0 CEO 5
20%
10%
Figure A1. 0%
Selected probability 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
functions Monitoring Hours per month