Shelley Newcome is the new CEO for a publicly traded financial services company, Asset Management Co. (AMC). Newcome is new to the corporate governance requirements of a publicly traded company, as she previously worked for a family office that invested in private equity. At her first board meeting, the company’s first in six months, she asks a director what the objectives of corporate governance should be. The director tells her that the most important objective he can think of is to eliminate or mitigate conflicts of interest among stakeholders. One of Newcome’s first steps as CEO is to fly to New York City in order to address a group of Wall Street analysts. Newcome is happy to discover that AMC provides her, and other senior management, with a company jet to attend such meetings. At the opening of the meeting, Newcome is surprised to hear that most of the analysts are extremely interested in learning about AMC’s corporate governance system. One analyst indicates that he has studied several of AMC’s competitors and found that they share a set of critical and core attributes. The analyst goes on to note that like its competitors, AMC has included in its corporate governance system the following attributes: the rights of shareholders and other core stakeholders are clearly delineated; there is complete transparency and accuracy in disclosures regarding operations, performance, risk, and financial position; and identifiable and measurable accountabilities for the performance of responsibilities. The analyst also says that in order to verify that the board is meeting its major objectives he has looked at AMC’s conflicts of interest and has one more area to review. Newcome then asks the analyst why his corporate governance evaluation of AMC is so important. The analyst responds by saying that his decision whether or not to invest in AMC, and ultimately the long-term performance of the company, is dependent upon the quality of AMC’s managers’ decisions and the skill they use in applying sound management practices. Closing the meeting, Newcome is delayed by one analyst who complains about the difficulties of flying these days and how he has to get to the airport hours ahead of time. The analyst goes on to say that he reviewed AMC’s regulatory filings and was happy to see that the company does not spend its money on frivolous perquisites like executive jets.
Which of the following would best complete the objectives of corporate governance for the CEO?
a. Ensure that assets of the company are used efficiently and productively and in the best interests of investors and other stakeholders.
b. Clearly define governance responsibilities for both managers and directors.
c. Establish clear lines of responsibility and a strong system of accountability and performance measurement in all phases of a company's operations.
On the basis of the Wall Street analyst comments about AMC's corporate governance system, which of the following would be most effective for AMC to attract investors' interest?
a. Implement a corporate governance system in which business activity is encouraged and rewarded, and that leads to innovation.
b. Establish a corporate governance system that overcomes inherent conflicts of interest since they represent a major operational risk to investors and the continued existence of the company.
c. Provide full transparency of all material information on a timely basis to all investment analysts.
Which of the following is a core attribute that the Wall Street analyst left out of his analysis of AMC?
a. Corporate governance systems rely on checks and balances among managers, directors, and investors.
b. Fairness in all dealings between managers, directors, and shareholders.
c. Complete, accurate, and transparent disclosure of loans to private equity funds.
Based on the information provided in the case, which of the following corporate disclosures could investment professionals use to evaluate the quality of the corporate governance system at AMC?
a. Inclusion of all vague references to off-balance sheet or insider transactions in board minutes.
b. Failure to disclose executive perquisites such as the use of corporate jets by senior management.
c. Provide other compensation that has not been disclosed to investment analysts.
Which of the following is an example of a corporate governance responsibility that AMC's board of directors has failed to meet?
a. Ensure that the board adequately monitors and oversees the company's management.
b. Ensure that management has supplied the board with sufficient information for it to be fully informed.
c. Meet regularly to perform its duties.