战略管理第十三章.pptVIP

Chapter 13Corporate Governance in the Twenty-First Century OBJECTIVES SUNBEAM CORPORATE GOVERNANCE CORPORATE GOVERNANCE IMPACTS PERFORMANCE EARLY WARNING SIGNS OF PROBLEMS WITH KRISPY KREME AGENTS AND PRINCIPALS EXAMPLES OF CODES OF GOVERNANCE SOME NEW COMPLIANCE RULES FROM SARBANES-OXLEY OWNERSHIP STRUCTURE VARIES ROLES AND ACTIONS OF BOARD OF DIRECTORS EFFECTS OF CEO FIRINGS INCENTIVE ALIGNMENT HOW WOULD YOU DO THAT? – DENDRITE INTERNATIONAL EXECUTIVE STOCK OWNERSHIP IN 2004 INCENTIVE COMPENSATION CEO PAY COMPARISON HIGHEST PAID CEOs EXECUTIVE PAY TRENDS THE MARKET FOR CORPORATE CONTROL POOR CORPORATE GOVERNANCE, A WORLD-WIDE PROBLEM CORPORATE GOVERNANCE: U.S VS. JAPAN CORPORATE GOVERNANCE IN GERMANY AND CHINA HOW WOULD YOU DO THAT? – CHIQUITA SUMMARY Unit of measure * Footnote Source: Source CONFIDENTIAL Document Date This report is solely for the use of client personnel. No part of it may be circulated, quoted, or reproduced for distribution outside the client organization without prior written approval from McKinsey Company. This material was used by McKinsey Company during an oral presentation; it is not a complete record of the discussion. Explain what is meant by corporate governance 1 Describe how corporate governance relates to competitive advantage and understand its basic principles and practices 2 Identify the roles of owners and different types of ownership profiles in corporate governance 3 Describe how boards of directors are structured and the roles they play in corporate governance 4 Explain and design executive incentives as a corporate governance device 5 Describe how the market for corporate control is related to corporate governance 6 Compare and contrast corporate governance practices around the world 7 Al Dunlap’s mgmt. philosophy Shareholders are most important corporate constituents Most corporations have bloated bureaucracies Drastic layoffs are usually neededto save failing companies Layoffs should be quic