The growth of large corporations and the dominance of public joint-stock companies brought the willingness of the firm to maximise profit into sharp focus due to the possibility of a separation of the ownership and management function. The implication was that although the firm was owned by its shareholders, it essentially delegated the running of the business to professional managers, who may or may not have been shareholders. In short, there is a divorce of ownership from control and the goals of managers and shareholders might now be at variance. Under these circumstances it is easy to question the assumption of profit maximisation.
This situation can be illustrated by principal–agent theory (see Chapter 2), whereby the principals (in this case the shareholders) appoint agents (the professional managers) to operate the business on their behalf with the expectation that the business will be run in accordance with their wishes. If the shareholders’ wish is to maximise profit, which would appear a reasonable assumption, they should monitor the behaviour of managers to ensure the firm is run accordingly. However, given the likelihood of there being a large number of shareholders, and shareholders usually only observing the outcome of managerial behaviour rather than the behaviour that resulted in the outcome, this is clearly a difficult task. There is now a clear possibility that management will be able to fulfil its own objectives which might be at variance with those of shareholders.
6.2.3 Constraints upon managerial behaviour?
Although managers may have different goals from shareholders they are still subject to control. At one extreme, legal constraints should prevent management defrauding the shareholders or running that company in a clearly negligent fashion.
The composition of the board of directors will also have a clear influence upon its effectiveness. Within this context, non-executive members of a company’s board (see Chapter 2) are seen as providing a degree of independent scrutiny and should help ensure a company is run responsibly and in the interests of its owners. Such non-executives are usually part-time appointees, chosen for a variety of reasons including their knowledge, skills, contacts, influence, independence or previous experience. The mini case at the end of this section – Non-executives: are you independent? – provides an analysis of the role and responsibility of such non-executives.
Other constraints upon managerial behaviour would include the following:
Direct shareholder power
In theory, shareholders possess absolute power to appoint managers and dictate the direction and goals of the firm. Therefore, one might expect shareholders to act appropriately if the firm is not being run in their best interests. However, in practical terms, they suffer from a lack of real information and the AGM is the only real opportunity to express their views. A further problem is the likely wide dispersion of share ownership in a given company and the ensuing difficulties that shareholders have in banding together to present their views. 2 Indeed, relatively few shareholders attend AGMs, many choosing to leave their proxy votes with the incumbent board of management.
There can be a danger of underestimating the power of shareholders as it is possible to exert control over a company with less than a majority of the shares. Indeed, the early work of Berle and Means (1934) in the USA in the 1930s assumed that given the wide distribution of shareholding within large companies,3 an owner control situation could exist with a shareholding as low as 20 per cent, and further studies have estimated that effective control could be exercised with an even lower percentage share in most circumstances.