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Strategic Management/ Business Policy. Joe Mahoney. Corporate Governance. Corporate governance represents the relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations. Corporate Governance. - PowerPoint PPT Presentation
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Strategic Management/ Strategic Management/ Business PolicyBusiness Policy
Joe Mahoney
Corporate GovernanceCorporate Governance
Corporate governance represents the relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations.
Corporate GovernanceCorporate Governance
An agency relationship exists when one or more persons (the principal or principals) hire another person or persons (the agent or agents) as decision-making specialists to perform a service.
An agency relationship exists when:
Shareholders (Principals)
Firm Owners
Managers (Agents)
DecisionMakers
which creates
Agency RelationshipRisk Bearing Specialist
(Principal)
Managerial Decision-Making Specialist
(Agent)
HireHire
Agency Theory
The Basic Tasks of OrganizationThe Basic Tasks of Organization
ORGANIZATIONAL CHALLENGE: design structure & systems that:
• Permit specialization• Facilitate coordination by grouping individuals & link
groups with systems of communication, decision making, & control
• Deploy incentives to align individual & firm goals
Achieving high levels of productivity requires SPECIALIZATION
Specialization by individuals necessitates COORDINATION
For coordination to be effective requires COOPERATION
But goals of employees = goals of ownersTHE AGENCY PROBLEM
Corporate GovernanceCorporate GovernanceAgency costs are the sum of incentive costs, monitoring costs, enforcement costs, and individual financial losses incurred by principals because it is impossible to use governance mechanisms to guarantee total compliance by the agent.
Agency ProblemsAgency ProblemsBerle and Means (1932) in The Modern Corporation inquired whether we have “any justification for assuming that those in control of a modern corporation will also choose to operate it in the interests of the stockholders?” (1932: p. 121)
What are the “institutions of capitalism” which lessen the problem of the separation of ownership from control?
Agency ProblemsWhat are the “institutions of capitalism” which lessen the problem of the separation of ownership from control?
1. Takeovers (the market for corporate control)2. Recruitment of executives from outside the firm3. Monitoring by boards of directors4. Executive compensation heavily weighted toward stock options5. Monitoring by institutional investors
Managerial Economics 10e © 2003 South-Western/Thomson Learning 16–6
Institutional Stock Ownership Among Large U.S. FirmsInstitutional Stock Ownership Among Large U.S. FirmsInstitutional Stock Ownership Among Large U.S. Firms
Figure 16.4bFigure 16.4b
Agency ProblemsAgency Problems
What are the “institutions of capitalism” which lessen the problem of the separation of ownership from control?
6. Debt (minimize free cash flow). E.g., LBOs
7. Separate chairperson and CEO8. Internal control of multidivisional as a “miniature capital market”
Organizing the Diversified FirmOrganizing the Diversified Firm
A brief historythe separation of the corporate headquarters
The types of organizational structuresU Form = single businessH Form = holding companyM Form = multidivisional
Innovative firms: Dupont, General Motors, Sears, and Standard Oil (see Alfred D. Chandler, Strategy and Structure)
Organizing the Diversified FirmOrganizing the Diversified Firm
Three key features of organizational structure:
1. The principle governing the division of tasks;2. The depth of the hierarchy (span of control);3. The extent of authority delegation (how much centralization?)
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organizational Theory and Design, 7/e
11-7
Choice Processes in the Choice Processes in the Carnegie ModelCarnegie Model
Hold joint discussionand interpret goals and problems
Share opinions
Establish problem priorities
Obtain social supportfor problem, solution
Adopt the firstalternativethat is acceptableto the coalition
Conduct a simple,local search
Use established procedures ifappropriate
Create a solutionif needed
Managers havediverse goals,opinions, values,experience
Information is limitedManagers havemany constraints
Uncertainty Coalition Formation Search
Satisficing
Conflict
(a) Self Organizing Team:
10 interactions
(b) Hierarchy:
4 interactions
How Hierarchy Economizes on CoordinationHow Hierarchy Economizes on Coordination
Tightly-coupled, integrated system: Change in any part of the system requires system-wide adaptation
Loose-coupled, modular hierarchy: organizing a complex system into sub-systems and components linked by standardized interfaces permits decentralized adaptation
Hierarchy Allows Flexible AdaptationHierarchy Allows Flexible Adaptation
The Diffusion of the M-Form OrganizationThe Diffusion of the M-Form Organization
Organization Form 1949 1959 1969Functional (U-Form) 76% 49% 21%Product Division (M-Form) 20% 48% 76%Geographic Division (M-Form) 0% 2% 2%Holding Company (H-Form) 4% 1% 2%
Evolutionary Stability of the Multidivisional Form
There are properties common to a very broad class of complex systems
• physical systems• chemical systems• biological systems• social systems• business systems (e.g., Southwest
Airlines)
Evolutionary Stability of the Multidivisional Form
Think of a hierarchy as a set of “Chinese boxes” (I.e., a box within a box, within a box, etc.)
Nature loves sub-systems!Chemical system Biological systems
• Molecules - Tissues• Atoms - Cells• Nuclei - Genes• Electrons - Chromosomes• Elementary Particles - DNA
Evolutionary Stability of the Multidivisional Form
Parable of the Two Watchmakers
10,000 parts
Watchmaker #1 needs to put all parts together or the watch falls apart and he needs to start all over with his 10,000 parts.
Watchmaker #2 has developed 100 subsystems of 100 parts. This is the “principle of near-decomposability” (I.e., a system that contains localized sub-systems)
Evolutionary Stability of the Multidivisional Form
Hierarchical systems (containing sub-systems) will evolve much more rapidly from elementary constituents than will non-hierarchic systems containing the same number of elements.
In organization theory this is called the effectiveness of “loose coupling.”
Evolutionary Stability of the Multidivisional Form
The advantage of “loose coupling” is that if there is poor performance in division 2 it does not lead to failure of the entire system. In comparison to the multidivisional structure, the early functionally centralized organizations had all activities interrelated which was not a good survival property.
Effectiveness of Multidivisional Form
Effective divisionalization involves:
Identification of separable economic activities within the firm;Giving quasi-autonomous standing to each division (usually of a profit center nature);Monitoring the efficiency performance of each division;Awarding incentives;Allocating cash flow to high yield uses; andPerforming strategic planning (diversification, acquisition, and related activities)
Weaknesses of Multidivisional Form
Dysfunctional Aspects of the Multidivisional:
Emphasis on short-term perspective;Loss of economies of scope;Duplication of R&D, marketing, etc.;Emphasis on financial manipulation instead of developing firm capabilities and resources;Large conglomerates may have excessive political power.
Multidivisional FormThe multidivisional structure was an adaptive response to the strategy of diversification.
“Unless (multidivisional) structure follows (diversification) strategy, inefficiency results”
• Alfred D. Chandler, 1962, Strategy and Structure, p. 314
• Dupont ---> multi-divisional <------ General Motors family-owned holding company
Board of Directors
President’s Council Corporate Functions
North American Operations
Delphi Automotive Systems
International Operations
GM Acceptance Corporation
Hughes Electronics
Midsize & Luxury Car Group
Small Car Group
GM Power Train Group
Vehicle Sales, & Marketing Group
Development & Technical Cooperation Group
GM Europe
Asian & Pacific Operations
Latin American, African, & Middle East Operation
General Motors’ Organization Structure, 1997General Motors’ Organization Structure, 1997
General Electric’s Organization Structure, 1995General Electric’s Organization Structure, 1995
Board of Directors
Corporate Executive Office
Lighting NBC Motors
Transportation Systems
Aircraft Engines
Industrial Power Systems
Medical Systems
Appliances
Capital Services
Information Services
Electrical Distribution & Control
Plastics
Corporate Staff Functions: Tax, Treasury, Audit. M&A, Legal, Business Public Relations, Government Development Relations, Leadership Development
Service DivisionsAerospace Environmental GE Licensing/ Marketing Technology Programs Supply Trading &Sales
Copyright 1998 by Houghton Mifflin Company. All rights reserved.
11-19
Multidivisional StructureMultidivisional Structure
Oil Division(FunctionalStructure)
PharmaceuticalsDivision (ProductTeam Structure)
Plastics Division(Matrix Structure)
Typical ChemicalTypical ChemicalCompanyCompany
Corporate Headquarters Staff
CEO
Copyright 1998 by Houghton Mifflin Company. All rights reserved.
11-10
Sources of Sources of Bureaucratic CostsBureaucratic Costs
Number ofMiddle
ManagersMotivational
ProblemsCoordination
ProblemInformationDistortion
BureaucraticCosts
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-34
ProductManager A
ProductManager B
ProductManager C
ProductManager D
Directorof ProductOperations
DesignVice
President
MfgVice
President
MarketingVice
PresidentController
Procure-ment
Manager
President
DualDual--Authority Structure in a Authority Structure in a Matrix OrganizationMatrix Organization
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-38
Matrix Structure forMatrix Structure forWorldwide Steel CompanyWorldwide Steel Company
President
IndustrialRelations
VicePresident
Mfg.Services
VicePresident
FinanceVice
President
MarketingVice
President
Mfg.Vice
President
MetallurgyVice
President
Field SalesVice
President
Open DieBusiness Mgr.
Ring ProductsBusiness Mgr.
Wheels & AxlesBusiness Mgr.
SteelmakingBusiness Mgr.
Vertical Functions
Horiz
ontal
Func
tions
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organizational Theory and Design, 7/e
13-22
Global Matrix StructureGlobal Matrix StructureInternational
ExecutiveCommittee
PowerTransformers
Germany Norway Argentina/Brazil
Spain/Portugal
Transportation
Industry
BusinessAreas
Country Managers
LocalCompanies
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-39
Strengths of Matrix structureStrengths of Matrix structure Achieves coordination necessary to meet Achieves coordination necessary to meet
dual demands from environmentdual demands from environment Flexible sharing of human resources Flexible sharing of human resources
across productsacross products Suited to complex decisions and frequent Suited to complex decisions and frequent
changes in unstable environmentchanges in unstable environment Provides opportunity for functional and Provides opportunity for functional and
product skill developmentproduct skill development Best in mediumBest in medium--sized organizations with sized organizations with
multiple products.multiple products.
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-40
Weaknesses of Matrix structureWeaknesses of Matrix structure Causes participants to experience dual authority, Causes participants to experience dual authority,
which can be frustrating and confusing.which can be frustrating and confusing. Participants need to have good interpersonal Participants need to have good interpersonal
skills and extensive training.skills and extensive training. Is timeIs time--consuming: involves frequent meetings consuming: involves frequent meetings
and conflict resolution sessions.and conflict resolution sessions. Will not work unless participants understand it Will not work unless participants understand it
and adopt collegial rather than verticaland adopt collegial rather than vertical--type type relationships.relationships.
Requires dual pressure from environment to Requires dual pressure from environment to maintain power balance.maintain power balance.
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-46
FunctionalStructure
Hybrid StructureHybrid StructurePart 1. Sun Petrochemical ProductsPart 1. Sun Petrochemical Products
President
TechnologyVice
President
FinancialServicesVice Pres.
HumanResourcesDirector
ChiefCounsel
ChemicalsVice
President
LubricantsVice
President
FuelsVice
PresidentProductStructure
Sources: Based on Linda S. Ackerman, “Transition Management: An In-Depth Look at Managing Complex Change,” Organizational Dynamics (Summer 1982): 46-66;and Frank Ostroff, The Horizontal Organization, (New York: Oxford University Press, 1999), Fig. 2.1, 34.
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-47
Hybrid StructureHybrid StructurePart 2. Ford Customer Service DivisionPart 2. Ford Customer Service Division
Director andProcess Owner
Director andProcess Owner
Sources: Based on Linda S. Ackerman, “Transition Management:An In-Depth Look at Managing Complex Change,” Organizational Dynamics(Summer 1982): 46-66; and Frank Ostroff, The Horizontal Organization, (New York: Oxford University Press, 1999), Fig. 2.1, 34.
HumanResources
Strategy andCommunicationFinance
Vice President andGeneral Manager
Teams
Teams
Director andProcess Owner Teams
Technical Support Group
Vehicle Service and Programs Group
Parts Supply / Logistics Group
FunctionalStructure
Horiz
ontal
Stru
cture
Teams
Teams
©2000South-Western College Publishing
Cincinnati, OhioDaft, Organization Theory and Design 7/e
3-50
Symptoms of Symptoms of Structural DeficiencyStructural Deficiency
Decision making is delayed or lacking in Decision making is delayed or lacking in qualityquality
The organization does not respond The organization does not respond innovatively to a changing environmentinnovatively to a changing environment
Too much conflict from departments being Too much conflict from departments being at cross purposes is evidentat cross purposes is evident