CH13 5. Corporate governance

The management of Smith and T Co. controls 58% of the companys stock. The firm did not meet any of its quarterly sales projections for the last year. Some of the firms institutional investors are worried that the firms poor performance is partly because management has not been focused on maximizing shareholder wealth. Which of the following measures would the institutional investors most likely want to see implemented?

• They would want to change the corporate bylaws so that one-third of the board seats are filled each year and each director serves a three-year term.
• They would want to change the corporate charter to allow cumulative voting instead of noncumulative voting.
• They would want to ensure that the companys CEO is also the chairperson of the board of directors.

It is reasonable to assume that a firms management is going to be ultimately motivated to act in their own best interest. It can be a serious problem for shareholders if managements self-interests do not align with shareholders self-interests. Select the statement that best describes the board of directors actions in the following scenario:

Blur Corp.s optimal capital structure calls for the firm to have 20% debt and 80% equity financing. The firms board of directors has decided to include only 10% debt in the firms capital structure. The reason for using less than the optimal amount of debt is that the board wants to ensure they can borrow at a reasonable rate if a good investment opportunity arises.

• The boards decision will help to align managements interests with the shareholders interests.
• The firms amount of debt will not have an effect on the relationship between managers and shareholders.
• The boards decision will give management an opportunity to make decisions that may not be in the shareholders best interest.