[研究生入学考试]strategic management2.ppt

Corporate Governance and Social Responsibility Dr. Gao Vice Prof. Learning Objectives Define the responsibilities of the board Describe what is corporate governance Describe the role of the board in strategic management Describe what are the responsibilities of the top management How does top management manage the strategic planning process Describe the social responsibilities of strategic decision makers What are Carroll’s four responsibilities of business? Key Points The board of directors continuum Who are members of a board of directors How are boards organized What are the trends in boards of directors What are the responsibilities of a business firm Who are corporate stakeholders Main Point CORPORATE GOVERNANCE RESPONSIBILITIES OF THE BOARD MEMBERS OF A BOARD ROLE OF TOP MANAGEMENT SOCIAL RESPONSIBILITIES OF STRATEGIC DECISION MAKERS Case of the Opening Warnaco Group, Inc. Clothing manufacturer Brands: Calvin Klein and Chaps by Ralph Lauren Falling earnings, stock price dropped from a high of $44 per share in mid-1998 to a low of $5 by mid-2000. Accrued $1.4 billion in debt from a series of acquisitions Bankruptcies of such key customers as Filene’s Basement and increased competition leading to a price war on many products hurt both sales and profits Financial analysts didn’t like the continual restructuring charges and reduced earnings being announces by the company. Case of the Opening Although investors in the firm were increasingly unhappy with the falling stock price, the board of directors failed to show any concern. They provide “ full support for Mrs. Wachner and the Warnaco senior management team and their strategy”. Warnaco’s board was very weak and had potential conflicts of interest. Two of the eight directors-CEO Wachner and CFO William Finkelstein were from management. Several directors, or the firms they work for , profited directed from their relations with Warnaco. Hall of the directors owned little or no stock in the company. Case of the O