Berle and Means (1932) predicted the evolution of corporations with diffused ownership
and control concentrated in the hands of the professional managers. The prediction came true
but the separation of ownership and control brought certain problems along with it. The
problem and the associated costs are well explained by Jensen and Meckling (1976), according to
whom, the owners also called as principals, enter into a contract with the agents (i.e., managers)
in order to engage them to run the organization on the behalf of the owners. As both, the
agents and the principals are utility maximizers therefore, there are possibilities that the managers
may not function in tune with the interests of the owners or shareholders. This problem with
this contract is termed agency problem and the costs associated with this problem, agency
costs. The agency problem has also been highlighted by Shleifer and Vishney (1997), according
to whom, a manager borrows money from the financiers or from the shareholders to put
them for productive use. The financiers, in order to ensure that their money is properly utilized,
enter into a contract with the managers, because the contract cannot be a complete contract as
the residual rights lie with the managers. These residual rights give them the discretion to act
the way, they want to. It is therefore possible that they can act against the interests of the
financiers. Therefore, it is essential to reduce the managerial opportunism to the maximum extent possible.
Hart (1995), Shleifer and Vishney (1997) presented a few mechanisms, called as
corporate governance mechanisms to curb or deal with agency problems and managerial
opportunism. Research has suggested that corporate governance mechanism deals with the ways in
which capital providers guarantee to firms of getting a return on their venture, (Shleifer and
Vishney, 1997). They also propose that the corporate governance came into picture basically,
for supporting and protecting the investors from the agents, that is, to reduce agency costs.
Cadbury committee (1992) defines corporate governance as a system by which
companies are directed and controlled. OECD (2004) defines it as a set of relations among a
firm's management, its board, shareholders and stakeholders, which is one of the key elements
that improves a firm's performance, and the fluctuation of capital markets, stimulating the
innovative activity and development of enterprises.
|