Teori dan Mekanisme CG

Corporate Governance
Program S1 Akuntansi
Dosen
Dr. Zaitul, SE, MBA, Ak

Kuliah 3
 Teori CG
• Agency theory
• Stewardship theory
• Resources dependent theory
• Institutional theory
 Agency Theory
An agency relationship exists when:
Agency Relationship
Shareholders Risk Bearing Specialist
(Principals) (Principal)

Hire Managerial Decision-Making

Firm Owners Specialist
(Agent)

Managers
(Agents)
which creates
Decision
Makers
 Corporate Governance systems
• Outside dominated system Vs. Inside
dominated system

• Market based system Vs. Bank based system

• Unitary board model Vs. Two-tier board model

 Insider vs Outsider Systems
(Solomon and Solomon, 2004, p. 151)

Insider System Outsider System

Firms owned predominantly by insider Large firms controlled by managers but
shareholders who also wield control over owned predominantly by outside
management. shareholders.

System characterized by little separation System characterized by separation of

of ownership and control such that ownership and control, which engenders
agency problems are rare. significant agency problems.

Hostile takeover activity is rare. Frequent hostile takeovers acting as

disciplining mechanisms on company
management.

Concentration of ownership in a small Dispersed ownership.

group of shareholders (founding family
members, other companies through
pyramidal structure, state ownership).
 Insider vs Outsider Systems
(Solomon and Solomon, 2004, p. 151)

Insider System Outsider system

Excessive control by a small group of Moderate control by a large range of
‘insider’ shareholders. shareholders.

Wealth transfer from minority No transfer of wealth from minority

shareholders to majority shareholders. shareholders to majority shareholders.

Weak investor protection in company Strong investor protection in company

law. law.

Potential abuse of power by majority Potential for shareholder democracy.

shareholders.

Majority shareholders tend to have more Shareholding characterized more by

‘voice’ in their investee companies. ‘exit’ than ‘voice’.
 Market based vs Bank based
Market Based Bank Based
USA/UK Germany Japan
Bod Primarily outside members Two-tier board Primarily insiders

Equity ownership Widely held Concentrated More diffuse, intercorporate

Separation of cash flow and bank ownership
and control rights

Share Voting Some concentration through Bank vote as custodians as Voting by ownership of
investment funds and strong proxy well as owners on their shares
system own

Equity market Liquid and efficient Minor influence

Illiquid

Corporate control Vigorous Little activity Little activity

Cohen, S. and Boyd, G (2000). Corporate Governance and Globalization, Edward Elgar Publishing Ltd (p.8)
 Kenapa Mekanisme CG diperlukan
• Based on the agency theory….in dispersed
ownership environment/outside system)
– Separation of ownership and control
to align the interest of principals (shareholders) and
agent (manager)
– Lack of monitoring
to monitor the agent’s performance/ behavior for the
benefits of the principals
 Cont’s
• Mekanisme CG diperlukan pada setiap organisasi yang
masalah keagenan terjadi (disebabkan oleh konflik
kepentingan) dan kontrak tidak sempurna (disebabkan oleh
biaya transaksi yang tinggi)- Hart’s (1995)

• Mekanisme CG merupakan metode untuk menyelesaikan

masalah keagenan yang muncul akibat konflik antara
manajer dan pemilik.
 Cont’s
• Mekanisme CG meliputi seperangkat
mekanisme kelembagaan dan pasar yang
menyebabkan kepentingan pribadi manajer
untuk memaksimalkan nilai residual arus kas
perusahaan (Denis, 2001)
 CG mechanisms
• Internal Mechnisms

• External Mechanisms

(Shleifer and Vishny,1997;

Denis and McConnell,2003)
 CG mechanisms
Denis,2001
• Internal control mechanisms
– BOD
– Executive compensation and ownership
– Nonexecutive owners
– Debts
 CG mechanisms
Denis,2001
• External control mechanisms
– Market control: takeover

• Legal and regulatory mechanism

• Product market competition

 CG mechanisms
Hart,1995
• Board of Director
• Proxy Fights
• Large Shareholders
• Hostile Takeovers
• Financial Structure (debt)
 CG mechanisms
Shleifer and Vishny, 1997
• Legal protection
• Large shareholders
• Takeover
• Large creditors
 CG mechanisms
Byrd, Parrino and Pritsch, 1998
• Board of Director
• Blockholder and activist investor
• Managerial ownership
• Managerial compensation
• Managerial labor market
• The market for corporate control
• Debt and dividend
 CG mechanisms
Fama, 1980
• Capital market
• Managerial labor market
• Managerial compensation
• Manager by manager
• BOD
• Takeover
 Mechanisms to implemented CG
• Establishing corporate strategy
• Interaction between board and management
• Setting clear lines of responsibility & authority
(with checks and balance)
• Monitoring potential conflict of interest
• Developing an incentive structure
• Providing an audit structure
• Setting corporate values and standard