Chapter 9
Strategic Control and Corporate Governance
Two Approaches to Control
Traditional control system
Contemporary control system
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Traditional Approach to Strategic Control
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Traditional Approach to Strategic Control
Involves lengthy time lags, often tied to the annual planning cycle Single-loop learning control system compares actual performance to a predetermined goal
Appropriate when
Stable and simple environment Goals and objectives can be measured with certainty Little need for complex measures of performance
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Contemporary Approach to Strategic Control
Informational control
Behavioral control
Relationships between strategy formulation, implementation and control are highly interactive
Two different types of control
Informational control Behavioral control
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Contemporary Approach to Strategic Control
Informational control
Concerned with whether or not the organization is doing the right things
Behavioral control
Concerned with whether or not the organization is doing things right in the implementation of its strategy
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Informational Control
Deals with internal environment and external strategic context Key question
Do the organizations goals and strategies still fit within the context of the current strategic environment?
Two key issues
Scan and monitor external environment (general and industry) Continuously monitor the internal environment
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Informational Control
Traditional approach
Understanding of the assumption base is an initial step in the process of strategy formulation
Contemporary approach
Information control is part of an ongoing process of organizational learning that updates and challenges the assumptions underlying the firms strategy
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Informational Control
The Firms
Update and challenge the assumptions
Assumptions Premises
Contemporary Control System
Continuously Monitor Test Review
Goals
Strategies
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Behavioral Control
Behavioral control is focused on implementationdoing things right Three key control levers
Culture Rewards Boundaries
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Behavioral Control: Balancing Culture, Rewards, and Boundaries
Traditional approach
Emphasizes comparing outcomes to predetermined strategies and fixed rules
Contemporary approach
A balance between Culture Rewards Boundaries
Adapted from Exhibit 9.3 Essential Elements of Strategic Control 9-11
Characteristics of Effective Contemporary Control Systems
Changing information
Control system must focus on
Constantly changing information
Information identified by managers as having potential strategic importance
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Characteristics of Effective Contemporary Control Systems
Changing information Important information
Information
Important enough to demand frequent and regular attention from operating managers at all levels of the organization
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Characteristics of Effective Contemporary Control Systems
Changing information Important information Interpretation and discussion of information
Data and information generated by the control system
Interpreted and discussed in faceto-face meetings Superiors Subordinates Peers
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Characteristics of Effective Contemporary Control Systems
Changing information Important information Interpretation and discussion of information Centrality of control system
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Control system is a key catalyst for ongoing debate
Underlying data Assumptions
Action plans
Building a Strong and Effective Culture
Organizational culture is a system of
Shared values (what is important)
Beliefs (how things work)
Organizational culture shapes a firms
People
Organizational structures Control systems
Organizational culture produces
Behavioral norms
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Building a Strong and Effective Culture
The role of culture
Culture sets implicit boundaries
Dress Ethical matters The way an organization conducts its business
Culture acts as a means of reducing monitoring costs
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Building a Strong and Effective Culture
The role of culture Sustaining an effective culture
Effective culture must be
Cultivated
Encouraged Fertilized
Maintaining an effective culture
Storytelling Rallies or pep talks by top executives
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Motivating with Rewards and Incentives Rewards and incentive systems
Powerful means of influencing an organizations culture
Focuses efforts on high-priority tasks Motivates individual and collective task performance Can be an effective motivator and control mechanism
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Motivating with Rewards and Incentives Potential downside
Subcultures may arise in different business units with multiple reward systems
May reflect differences among functional areas, products, services and divisions Shared values may emerge in subculture in opposition to patterns of the dominant culture
Reward systems may lead to information hoarding, working at cross purposes
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Motivating with Rewards and Incentives
Creating effective reward and incentive programs
Objectives are clear, well understood and broadly accepted
Rewards are clearly linked to performance and desired behaviors Performance measures are clear and highly visible Feedback is prompt, clear, and unambiguous Compensation system is perceived as fair and equitable Structure is flexible; it can adapt to changing circumstances
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Setting Boundaries and Constraints
Focus efforts on strategic priorities
Short-term objectives
Specific and measurable Specific time horizon for attainment Achievable, but challenging Provide proper direction, but be flexible when faced with need to change
Short-term action plans
Specific
Can be implemented Individual managers held accountable for implementation of action plans
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Setting Boundaries and Constraints
Rule-based controls most appropriate in firms with the following characteristics
Stable and predictable environments Largely unskilled and interchangeable employees Consistency in product and service is critical
Risk of malfeasance is extremely high
Guidelines
Can set spending limits and range of discretion
Can specify proper relationships with customers and suppliers
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Organizational Control: Alternative Approaches
Approach Some Situational Factors
Often found in professional organizations Associated with high autonomy Norms are the basis for behavior
Culture: a system of unwritten rules that forms an internalized influence over behavior.
Rules: Written and explicit guidelines that provide external constraints on behavior.
Associated with standardized output Tasks are generally repetitive and routine Little need for innovation or creative activity
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Organizational Control: Alternative Approaches
Approach
Rewards: The use of performance-based incentive systems to motivate.
Some Situational Factors
Measurement of output and performance is rather straightforward Most appropriate in organizations pursuing unrelated diversification strategies Rewards may be used to reinforce other means of control
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Evolving from Boundaries to Rewards and Culture
Organizations should strive to have boundaries internalized
System of rewards and incentives coupled with a strong culture
Hire the right people (already identify with the firms dominant values) Train people in the dominant cultural values Have managerial role models Reward systems clearly aligned with organizational goals and objectives
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Business-Level Strategy and Strategic Control: Overall Cost Leadership
Firms competing on the basis of cost must implement
Tight cost controls Frequent and comprehensive reports to monitor costs associated with outputs Highly structured tasks and responsibilities Incentives based on explicit financial targets, rather than innovation and creativity
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Business-Level Strategy and Strategic Control: Differentiation
Firms competing on the basis of differentiation must implement
Employ experts who can identify crucial elements of intricate, creative designs and marketing decisions Support for collaboration and cooperation among specialists and functional managers Behavioral performance measures and intangible incentives and rewards
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Corporate-Level Strategy and Strategic Control
Key issue is the need for independence versus interdependence
Cost strategies and unrelated diversification
Less need for interdependence Reward and control systems focus more on financial indicators Intense need for tight interdependencies among functional areas and business units Sharing of resources is critical Synergies are more important than cost leadership Heavy use of behavioral performance indicators
Differentiation or related diversification
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Relationships Between Control and BusinessLevel and Corporate-Level Strategies
Level of Strategy Business-level Business-level Corporate-level Corporate-level
Types of Strategy
Primary Type Need for of Rewards Interdependence and Controls Low High High Low Financial Behavioral Behavioral Financial
Overall cost leadership Differentiation Related diversification Unrelated diversification
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Role of Corporate Governance
Corporate governance
Shareholders Relationship among
Management (led by CEO)
The shareholders The management (led by the Chief Executive Officer) The board of directors
Issue is
How corporation s can succeed (or fail) in aligning managerial motives with
Board of Directors
the interests of the shareholders The interests of the board of directors
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Separation of Owners (Shareholders) and Management
Shareholders
Shareholders (investors)
Limited liability
Participate in the profits of the enterprise Limited involvement in the companys affairs
Management (led by CEO)
Management
Run the company Does not personally have to provide the funds
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Separation of Owners (Shareholders) and Management
Shareholders
Board of directors
Elected by shareholders
Fiduciary obligation to protect shareholder interests
Management (led by CEO)
Board of Directors
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Agency Theory: Two Problems
Goals of principals and agents may conflict
Difficulty or expensive for the principal to verify what the agent is actually doing
Hard for board of directors to confirm that managers are actually acting in shareholders interests Managers may opportunistically pursue their own interests
Principal and agent may have different attitudes and preferences toward risk
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Governance Mechanisms: Aligning the Interests of Owners and Managers
Two primary means of monitoring behavior of managers
Committed and involved board of directors
Active, critical participants in setting strategies Evaluate managers against high performance standards Take control of succession process Director independence Right to sell stock Right to vote the proxy Right to sue for damages if directors or managers fail to meet their obligations Right to information from the company Residual rights following companys liquidation
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Shareholder activism
Governance Mechanisms: Aligning the Interests of Owners and Managers
Managerial incentives (contract-based outcomes)
Reward and compensation agreements (from TIAACREF)
Align rewards of all employees (including rank and file as well as executives) to the long-term performance of the corporation Allow creation of executive wealth that is reasonable in view of the creation of shareholder wealth Measurable and predictable outcomes that are directly linked to the companys performance Market oriented Easy to understand by investors and employees Fully disclosed to investing public and approved by shareholders
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External Governance Control Mechanisms Market for corporate control
Auditors
Banks and analysts
Regulatory bodies (Sarbanes-Oxley Act in 2002)
Media and public activists
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Major Provisions of Sarbanes-Oxley Act
Auditors
Barred from certain types of nonaudit work Not allowed to destroy records for five years Lead partners auditing a firm should be changed at least every five years
CEOs and CFOs
Must fully reveal off-balance sheet finances Vouch for the accuracy of information revealed
Executives
Must promptly reveal the sale of shares in firms they manage Are not allowed to sell shares when other employees cannot
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