Corporate Governance and Shareholder Value Analysis

Abstract

In corporate governance today, there is a lot of emphasis on structural reform. Individual aspects of the board have increasingly been the focus of policy reform and shareholder activism. Specific attributes of board structure like the separation of the posts of chairperson and the CEO, percentage of outside directors on the board, etc., have become important considerations in the quest for effective corporate governance. In contrast, taking a process view of corporate governance, this article examines the utility of shareholder value analysis for corporate governance. In value-based management, shareholder value maximization is set as the objective of the firm. The adoption of this objective as the goal of the firm can promote effective corporate governance in three ways. First, it provides the necessary ‘pre-commitment’ between shareholders and managers regarding the goal of the firm. Second, it necessitates a greater flow of firm-specific information and the disaggregation of financial information. In corporate governance a clear identification of the goal of the firm and firm-specific information is important because of the incomplete contracts between shareholders and managers. Substantive flows of firm-specific information are needed to bridge the gaps in the incomplete contracts. Shareholder value management techniques, by providing this information in a non-agency context can provide a valuable input towards effective corporate governance. Finally, the goal of shareholder wealth maximization ensures a closer interdependence between strategy formation and the setting of operational objectives for managerial decisions. We illustrate some of these points with examples from the Lloyds–TSB experience of implementing shareholder value analysis and the findings of a study on investor communication.