UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by Rahat Kazmi

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UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by Rahat Kazmi The above lecture was produced to teach MBA students in London a few years ago and now distributed free online to benefit everyone. I hope you will follow me on Slide Share and Twitter, Like my Pages on Facebook and I will keep providing you more lectures, Tips and ideas to increase your knowledge.

Transcript of UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by Rahat Kazmi

UK Corporate Governance Reform, Theory and New Stewardship Code

UK Corporate Governance Reform, Theory and New Stewardship Code

Lecture 1 By

Rahat Kazmi

December 2010

Follow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts 1What is Corporate Governance? Corporate governance refers to the framework within which companies are directed, controlled and held to account. This is distinct from the management of enterprises on a day-to-day basis, which is a task delegated by boards to executive management. Rather, corporate governance has a more strategic and overarching function: it is concerned with steering a company in a direction that is consistent with its long-term values and objectives. For an individual company, an appropriate framework of corporate governance coordinated by a properly functioning board of directors - serves to increase confidence in the firms longer-term viability. This builds trust and credibility with investors, creditors, employees and other stakeholders. At the national level, corporate governance is a determinant of national competitiveness, and helps to establish the legitimacy of corporate activity vis--vis the rest of society (which cannot necessarily be taken for granted).

Follow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts What is Corporate Governance? Corporate governance practices around the world are surprisingly diverse. Differences partly reflect the varying sizes, sectors of activity, and lifecycle stages of enterprises. However, the nation state is still the main driver of corporate governance variation. For example, prominent multinational corporations like Toyota, VW, and General Motors are engaged in broadly similar economic tasks, i.e. the manufacture and distribution of automobiles. However, their activities are subject to entirely differing frameworks of monitoring, oversight and control due to the distinctive governance environments of their respective countries of incorporation. This is not to say that global market forces do not have an impact on governance practices. Large publicly-quoted firms around the world increasingly conform to international standards of corporate governance best practice, as defined by organisations such as the OECD, the EU, and the International Accounting Standards Board. Such behaviour helps them to win the favour of capital market investors, and thereby gain access to external finance at the lowest possible cost.

Follow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts What is Corporate Governance? However, such globally-operating incentives have yet to override the importance of national-level factors in determining governance choices. This is partly testament to the significance of smaller, non-listed enterprises in the corporate sectors of most economies; the SME segment is less exposed to the capital market influences that affect larger companies. It also reflects the continued importance of domestic politics and regulation on the national business environments. Various other factors of relevance to corporate governance behaviour such as the intensity of competition in local product markets, norms of business behaviour, and corporate ownership structures also vary significantly across countries. Consequently despite the increasingly global nature of much corporate activity - it still makes sense to talk of national models of corporate governance.

Follow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts UK Corporate Governance and Takeover PerformanceLets start addressing the changing nature of corporate governance in the United Kingdom over recent decades and examines whether these changes have had an impact on the UK market for corporate control. The disappointing outcomes for acquiring company shareholders in the majority of corporate acquisitions, public discontent with some pay deals for top executives and some high profile corporate scandals led in the early 1990s to a call for governance reform. The scrutiny of governance in UK companies has intensified since the publication of the Cadbury Report in 1992 and has resulted in calls for changes in the size, composition and role of boards of directors, in the role of institutional shareholders, the remuneration and appointment of executives, and in legal and accounting regulations. Lets look at the background to these changes and the consequences of the changes since 1990 for governance structures. Finally, we will examine whether these changes have affected takeover performance in recent years.

Follow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts Merger Outcomes and ManagerialismIn their seminal book on the emerging modern corporation Berle and Means demonstrated the growing separation of ownership from control with an increasing dispersion of shareholdings along with an increasing concentration of economic power.Taken together these forces required us to question the assumption that firms would be run in the interests of their shareholders since product market competition was inadequate to limit management discretion, and dispersed shareholdings limited cohesive shareholder control (Berle and Means, 1932).

In the late 1950s and early 1960s various authors developed alternative theories of the firm taking account of the separation of ownership from control. These models found their most developed form in the Marris model of managerial capitalism (Marris, 1964). This steady-state growth model explored posited a trade-off between profit and growth maximisation and explored alternative growth strategies for the firm, balancing the growth of demand with the financing of growth, and with higher growth of demand being achieved through diversification. This model gave a central role to takeovers as the ultimate constraint on excessive growth ambitions by managers as shareholder dissatisfaction would lead to falling share prices and the emergence of underpriced companies ripe for takeover. This aspect of Marris work was echoed by Manne (1965) in his eloquent exposition of the market for corporate control.

Follow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts In an important development Mueller (1969) recognised the dual role played by merger activity in a managerial world. Whilst acquisitions might be the principal method through which the abuse of managerial control might be limited, they also provided the mechanism by which managerial growth ambitions could be met and that this was most likely to be found in the case of the conglomerate merger.The management intent upon maximising growth will tend to ignore, or at least heavily discount, investment opportunities outside the firm, since these will not contribute to the internal expansion of the firm. . A growth-maximising management will then be assumed to calculate the present value of an investment opportunity using a lower discount rate than a stock-holder-welfare-maximiser would. This will result in greater investment and lower dividends for the growth maximiser. (Mueller, 1969, pp. 647-648). This line of argument clearly anticipated and is essentially the same as in the free cash flow theory of takeovers (Jensen, 1986) that explained why takeover outcomes were disappointing, particularly when they involved diversification.

Merger Outcomes and ManagerialismFollow him on Twitter: www.twitter.com/srahatkazmi or Join Facebook Fans page: www.facebook.com/TrainingConsultant Visit the website: www.softskillsexperts.comPlease Like this Page: www.facebook.com/LondonBookkeeping Please Like this Page: www.facebook.com/SoftSkillsExperts The first UK study of takeovers to formally address the implications for takeovers of managerial models of the firm was by Singh (1971). This study particularly focused on the natural selection role for the market for corporate control by examining the characteristics of the acquirer and the acquired. The findings cast some doubt on the workings of the market for corporate control and gave support to managerial models.To sum up, the take-over mechanism on the stock market, although it provides a measure of discipline for small firms with below average profitability, does not seem to m