77 Questions
According to Peter Brabeck, what does he believe is crucial for the success of a company?
Leadership and management principles
What is one of the learning goals of the session on Corporate Governance?
To understand why governance fails
How does Peter Brabeck view regulations in relation to personal integrity?
Personal integrity is more important than regulations
What does Peter Brabeck believe is key for creating long-term sustainable value for shareholders?
Behavior and strategies
In the context of corporate governance, what is emphasized as essential to create value for various stakeholders according to the text?
Creating value for communities and business partners
What is the primary task of the Board of Directors (BOD) according to the text?
Acting in the interests of the owners
What is a key responsibility of the Board of Directors (BOD) in terms of corporate strategy?
Selecting, monitoring, and rewarding executives
Why might the Board of Directors (BOD) be considered not objective and independent according to the text?
Operating without adequate information and independence
What role can influential shareholders like institutional investors play in the governance mechanisms?
Obtaining board seats to increase monitoring role
Which group typically makes up the Board of Directors (BOD) according to the text?
Insiders and outsiders including CEO and top managers
According to the Swiss Code of Best Practice for Corporate Governance, what does Corporate Governance aim to achieve?
Maintaining transparency and a balanced relationship between leadership and control at the highest corporate level.
What is the key problem highlighted when there is a separation of ownership and control in a company?
Agency Costs
What is the role of stakeholders in relation to an organization's purpose?
Stakeholders can affect or be affected by the achievement of an organization's purpose.
In a situation where interests are not aligned, what issue can arise between principals and agents?
Conflict of interests resulting in detrimental actions by either party.
What is a common concern among stakeholders in terms of corporate governance?
Valuing personal interests over organizational goals.
What is the main objective of the Board of Directors (BOD) according to the text?
To harmonize the interests of the CEO and the owners of the corporation
Which governance mechanism helps in aligning executive compensation with company performance?
Stock options structured to reward success and penalize failure
In M-Form organizational structure, which level typically has the most authority?
Colonel B
What is a common feature of two-tiered boards in medium to large German firms?
Employees and union members providing board appointees
How does corporate governance in Germany differ from U.S. firms according to the text?
Emphasis on shareholder value is declining in Germany but increasing in the U.S.
What is the purpose of a 'Golden parachute' in corporate governance?
To provide guaranteed payment after job loss
What is the primary aim of 'Empire Building' as a practice in corporate strategy?
To increase the size of the corporation without benefiting shareholders
In the context of corporate governance, what do 'Poison pills' refer to?
Hindering activities for a takeover even when shareholders support it
What is the main focus of 'Acquisitions and disinvestments' in corporate strategy?
To divest previous acquisitions to prevent legal issues
Why are 'Insider trading' scandals considered a challenge to corporate governance?
They pose legal risks and undermine fair market practices
What is one of the key responsibilities of the governing body in a corporation according to the text?
Appointing and dismissing key management personnel
Which governance mechanism involves large-block shareholders who hold at least 5% of the issued shares?
Ownership Concentration
In a corporation, what aspect does the governing body oversee specifically with regard to management?
Compliance with laws, statutes, and regulations
Which mechanism is associated with the threat of takeover and measures against takeover in the corporate governance environment?
LBOs (Leveraged Buyouts)
What does Ownership Concentration entail in terms of shareholders' stock holdings?
Holding at least 5% of the issued shares
What is the primary purpose of executive compensation in corporate governance?
To align the interests of the owner and manager
Why are strategic decisions considered complicating factors in compensation schemes?
They are influenced by many external factors
How does stock ownership affect managers in terms of market changes?
It makes them contingent for market changes
What role do incentive systems play in managerial decisions?
Increase the likelihood of managers acting in alignment with their incentives
Which governance mechanism combines the interests of the owner and manager through various forms of payment?
Hierarchical GM
Why do incentive systems not ensure that managers always make the 'right' decisions?
The 'right' decision is subjective
Which aspect of compensation makes managers more responsive to market changes?
Long-term incentives like stock options
Corporate governance aims to create long-term sustainable value for shareholders by aligning behavior, strategies, and operations with the interests of ___________
communities
According to Peter Brabeck, the success of a company depends more on leadership and management principles than on corporate ___________
governance
The key to creating corporate advantage lies in aligning the interests of the owners, top-management team, and ___________
employees
The stakeholder value approach involves deriving goals related to returns, investments, labor management, and ___________
manpower
Peter Brabeck emphasizes that regulations can never replace the importance of good personal ___________
integrity
According to the Swiss Code of Best Practice for Corporate Governance, Corporate Governance aims to achieve transparency and an ____________ ratio of leadership and control
balanced
When interests are virtually identical, the agency problem is small: executives do what is in principals’ best interests. However, when there are conflicting interests, then agents may act to the detriment of principals and ____________
vice-versa
Stakeholders are defined as 'any group or individual who can affect or is affected by the achievement of an organization’s purpose'. This includes the Board of Directors, Owners/Shareholders, and those with personal ____________
interests
The separation of Ownership and Control leads to the Agency Problem, resulting in Agency Costs incurred by the principals and ____________
agents
Corporate Governance emphasizes creating shared value through competence, ambition, and ____________
integrity
_______ barking: guaranteed payment of a specific amount of money after job loss
Golden parachutes
_______: Hindering activities for a takeover (also when majority of the shareholders supported a takeover)
Poison pills
_______ compensation involves the purchase of several businesses to raise the size of corporation, but not the shareholder value
Empire Building
_______ and disinvestments: divestments of previous acquisitions
Acquisitions
_______ scandals, e.g., overrating earnings (Enron)
Accounting
In M-Form organizational structure, the ___________ typically has the most authority
General
German corporate governance often involves a two-tiered board where management monitors and controls managerial decisions, while the Board of Directors elects the ___________
management
In international corporate governance, there is often less emphasis on shareholder value in German firms compared to U.S. firms; however, this perception may be ___________
changing
The primary aim of 'Empire Building' as a practice in corporate strategy is to expand the company's size or scope often at the expense of shareholder ___________
value
The Swiss Code of Best Practice for Corporate Governance aims to achieve high standards of ___________ and transparency in corporate operations
integrity
In corporate governance, executive compensation serves as a governance mechanism that aligns the interests of the owner and manager through payment of fixed salaries, bonuses, and long-term incentives such as ______
stock options
Strategic decisions are considered complicating factors in compensation schemes because they are complex, non-routine, and have a long-term impact on the organization's ______
performance
Stock ownership, as a long-term incentive compensation, makes managers contingent for market changes over which they have limited ______
control
Incentive systems in executive compensation offer no guarantee that managers always make the 'right' decisions, but they increase the probability that managers set actions for which they are ______
paid
The primary aim of executive compensation in corporate governance is to combine the interests of the owner with those of the manager by providing various forms of payment such as fixed salaries, bonuses, and long-term incentives like ______
stock options
Institutional investors may obtain board seats to increase their monitoring role. Institutional investors have size (proxy voting power) and can affect firms' strategies. The Board of Directors (BOD) consists of insiders (CEO and other top-manager of the corporation) and outsiders (related and unrelated). BOD has a treasury responsibility to secure shareholders' investments. The primary task of the Board of Directors (BOD) is to act in the interests of the owners through regulation and monitoring of the top-managements. The Board of Directors (BOD) frequently operates without adequate information and is often not objective and independent as they are not involved in daily business. This lack of objectivity and independence can be a challenge in corporate governance due to the BOD not being fully _____ in the company's operations.
engaged
In corporate strategy, the Board of Directors (BOD) plays a crucial role in decisions on corporate strategy, selection, monitoring, assessing, and rewarding executives, succession planning, protection of the value of corporate assets, regulation of the financial corporate conduct, and delegation of decision authority. The BOD is responsible for overseeing the overall corporate strategy and ensuring that the executives are aligned with the company's goals. One key responsibility of the Board of Directors (BOD) is to ensure that the executives' actions are in line with the company's _____ and long-term objectives.
short-term
Corporate governance mechanisms like the Board of Directors (BOD) are essential for overseeing the corporate strategy and ensuring that the company's operations are in line with the interests of the shareholders. In the context of corporate governance, the primary aim of the Board of Directors (BOD) is to act in the best interests of the owners by regulating and monitoring the top management. This regulatory role helps in ensuring that the executives are accountable for their actions and that the company's operations are in compliance with the shareholders' _____.
interests
In the realm of corporate strategy, one of the key challenges faced by the Board of Directors (BOD) is the lack of objectivity and independence. This lack of independence can hinder the BOD's ability to make unbiased decisions and oversee the corporate strategy effectively. To address this challenge, it is crucial for the Board of Directors (BOD) to ensure that they are fully ____ in the company's operations and have access to all relevant information.
engaged
The Board of Directors (BOD) in corporate governance plays a critical role in overseeing the company's operations, regulating the financial corporate conduct, and ensuring that the executives are aligned with the company's goals. One of the primary objectives of the Board of Directors (BOD) is to protect the value of the corporate assets by making strategic decisions that safeguard the investments of the shareholders. This responsibility involves making decisions on corporate strategy, succession planning, and monitoring and assessing the executives to ensure that they are contributing to the _____ of the company.
growth
Ownership Concentration entails the number of major shareholders and percentage of their stock holdings; holding at least 5% of the issued shares. Large-block shareholders have an interest to control ____________
management
Hierarchical Governance Mechanisms involve the appointment and removal of individuals entrusted with management and representation tasks, such as the ____________
Board of Directors
The Corporate Governance mechanism related to the threat of takeover and defensive measures against takeover is known as ____________
Corporate Raiders
The key responsibility of a corporation's governing body includes overseeing the adherence to laws, statutes, regulations, and ____________
instructions
The preparation of the business report and the facilitation of the General Assembly, along with executing its decisions, are tasks assigned to the body responsible for the ____________ of the company
management
A key function of the hierarchical governance mechanisms is the appointment and dismissal of individuals entrusted with the management and representation of the company, emphasizing the importance of ____________
structure
The notification to the judge in case of insolvency is part of the responsibilities related to financial control and financial planning, especially in the context of tackling ____________
over-indebtedness
The governance mechanism that involves large-block shareholders holding significant stock percentages, typically at least 5% of the issued shares, is known as ____________
Ownership Concentration
One of the primary roles of the governing body in a corporation is to provide the necessary guidance and ____________ to the organization
instructions
In the context of corporate strategy, the main focus of the organization's structure, specifically the M-form, is to establish an efficient ____________
organization
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