This thesis assumes that the real essence of an organisation is its connectedness to the primary task. Hence the metaphor of 'soul' and the notion that passion for the task must be present to create 'soul'. It therefore follows that the nature of the primary task is central to the type of organisations that is created. The past decade of downsizing and the rise of the 'high performance culture' have developed their own narrative about delivering shareholder value. Alongside this, too often, exists the feeling that "this place has lost it soul". From that perspective, this thesis addresses the question: how does an increased focus on shareholder value impact on the organisation's passion for its primary task? In a qualitative study based on semi-structured interview data, the characteristics of the task of shareholder value delivery and its impact on customer service delivery are described in this thesis as have been reported by the informants of three large business units from The Australian Banking Corporation, Plc. (ABC), the fictionalised organization which forms the case study for this research. Drawing on a psycho-analytic theoretical frame of organisational theory, the dynamic that this shift in task has created is identified and interpreted. From this phenomenological position, the findings clearly reveal that shareholder value is identified as the current primary task of the organisation, and has become deeply embedded through a business model promoting separated specialist businesses within the umbrella of ABC. The findings show that the tension between delivering service to the customer as stakeholder, the initial primary task, and the current task of delivering shareholder value is unconsciously contained through a process of splitting and projection to establish an idealised customer. The concept of social defense is applied to interpret this dynamic as it enables ABC to engage in the fantasy that it remains customer focussed. In order to replace the primary task of customer service with the task of delivering shareholder value, a process of substitution and mutation developed unconsciously from fear for the survival of ABC which, equally unconsciously connected the notion of service with the desire to serve the shareholder. The pain and anxiety produced by downsizing and continual attention to cost reduction, highly characteristic of the shareholder value model, substantially reduced organisational morale and, in this context, ABC embraced a genuine desire to create a new set of values and a healthy culture. However, what emerged was a religious fundamentalist culture that protects and reinforces the task of delivering shareholder value. Weber's protestant fundamentalism model promoted the creation of financial wealth through hard work while generating feelings of inclusion to render the task of shareholder value more palatable in the organisation. These two systems became symbiotic though the task values intrinsic in delivering shareholder value were recognised as being devoid of altruism. The dogma driven by the system is fundamentalist, the culture is divisively individualistic and passion for the newly accepted primary task is apparently impossible. Hence, it is concluded, the organisational 'soul' of ABC has been corroded. The implications of these findings for practice are concerned with the impact of the task of pursuing shareholder value, and the system it creates as they impact on ABC's ability to change and adapt so that: - Short-termism and risk aversion appear to be affecting the capacity of the CEO to lead the organisation into a growth phase. - Adoption of the specialisation model at ABC, supported by the CEO with a competitive individual reward program, appears to have reduced the potential for ABC to institute change in response to market evolution. - The preparedness of the CEO to risk investment in the medium to long term for growth while managing the short-term expectations of the market has been diminished. - The heroic CEO that the shareholder value model attracts is now concerned about his own legacy, which is impacting on his preparedness to promote a vision for the medium to longer term. - The culture supports the status quo and is now promoted by ABC as part of what differentiates it from its competitors. To change this, it will need to look outside ABC. This, however, appears to have become a blind spot.

Zugl.: Oestrich-Winkel, Europ. Business School, Diss., 2007.

<p>Due to a rising debate concerning corporate governance that has caused increasing demands for companies’ transparency, several codes of conduct have been introduced. The Swedish Code for Corporate Governance is obliged to companies with a turnover exceeding three billions. There are companies that voluntarily apply the Swedish Code. Possible causes to this phenomenon ought to be that the code for corporate governance conveys legitimacy through the insight into the affairs of a company the public receives, through the report of the corporate governance that is published in the annual report and on the home page of the company. This insight increases the confidence and faith in the company that furthermore results in increased competitiveness and increased stock value. This Thesis inquires into how the market values the new information the use of the Swedish code convey.</p><p>To carry out this problem we have preformed two different surveys. The first one maps out how frequent the use of the code is in the small cap segment on the Stockholm Stock Exchange. Whereas the second survey inquire into how the share prices have evolved in two different segments, in companies that have implemented the code respectively in companies that have chosen not to put the Code into practice. The result of the second survey is tested in a Wilcoxcon Signed Rank Test for Matched Pair Experiment to determine whether there exists a relation between the Code and stock value.</p><p>Our study point out that there is not a specific branch of trade that prioritizes the code in a higher extent than another, in the small cap segment. Regarding the relation between use of Code and stock value our survey proves that companies that have implemented the code have a higher development of relative share price. The Wilcoxcon Signed-Rank Test proves that the median for companies using the code is higher than for companies without the code, with 97,5 percentage points certainty. The voluntarily implementation indicates that if relevant facts are communicated correctly the share value increases.</p>

Due to a rising debate concerning corporate governance that has caused increasing demands for companies’ transparency, several codes of conduct have been introduced. The Swedish Code for Corporate Governance is obliged to companies with a turnover exceeding three billions. There are companies that voluntarily apply the Swedish Code. Possible causes to this phenomenon ought to be that the code for corporate governance conveys legitimacy through the insight into the affairs of a company the public receives, through the report of the corporate governance that is published in the annual report and on the home page of the company. This insight increases the confidence and faith in the company that furthermore results in increased competitiveness and increased stock value. This Thesis inquires into how the market values the new information the use of the Swedish code convey. To carry out this problem we have preformed two different surveys. The first one maps out how frequent the use of the code is in the small cap segment on the Stockholm Stock Exchange. Whereas the second survey inquire into how the share prices have evolved in two different segments, in companies that have implemented the code respectively in companies that have chosen not to put the Code into practice. The result of the second survey is tested in a Wilcoxcon Signed Rank Test for Matched Pair Experiment to determine whether there exists a relation between the Code and stock value. Our study point out that there is not a specific branch of trade that prioritizes the code in a higher extent than another, in the small cap segment. Regarding the relation between use of Code and stock value our survey proves that companies that have implemented the code have a higher development of relative share price. The Wilcoxcon Signed-Rank Test proves that the median for companies using the code is higher than for companies without the code, with 97,5 percentage points certainty. The voluntarily implementation indicates that if relevant facts are communicated correctly the share value increases.

No description available.

We seem to hold corporations to an impossible standard. We call for profit maximization, but at the same time want to place strict limits on the methods corporations may use to obtain them. In this thesis, I explore two popular theories of the corporation: stakeholder theory and shareholder theory. I examine the degree to which each theory explains the corporation as it exists today, as defined in the law and through its behavior, but also the theories‘ normative appeal. I conclude by positing what I find to be the best normative account of the corporation: a theory of how we should structure the corporation in the United States so it is the most morally-defensible.

This paper examines shareholder disapproval of CEO compensation as expressed through their advisory vote on executive compensation (say-on-pay) as required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Using a sample of 884 votes by S&P 500 firms in 2011 and 2012, I find that higher CEO salary, a weak link between pay and performance, and higher dilution from stock option grants are associated with lower say-on-pay approval. In addition, I find evidence that shareholders are sophisticated in their examination of CEO compensation by voting against excess compensation over what is deserved due to performance and other determining factors.

This paper argues that “enlightened shareholder value” (“ESV”) offers a “third way” between the shareholder primacy and stakeholder theories of the corporation; one that maintains the creation of shareholder value as the corporation’s primary function, but requires directors to take into account the environmental impact of the corporations’ operations. ESV requires directors to “have regard to”, among other things, “the impact of the company’s operations on…the environment.” The obligation to “have regard to” should be interpreted as a procedural duty requiring directors to inform themselves as to the environmental impact of the corporation’s operations, which may in itself cause directors to reallocate corporate resources to environmental protection. ESV may also improve corporations’ environmental disclosure and impact social norms of corporate behaviour with respect to the environment. Any negative impact of ESV on present shareholder returns is justified by the obligation to avoid imposing foreseeable severe or irreparable environmental harm on future generations.

This paper explores the interrelationships among corporate culture, capital structure, firm performance, and fiduciary duties. Chaos theory, nonlinear dynamics, complex systems theory, and socio-cultural studies of firms’ organizational ecosystems, and enabling infrastructure suggest that the BCE rule is: (i) a superior fiduciary principle to shareholder primacy; and (ii) more likely to enhance firm value in proportion to the importance of intangible assets in its production process. The existence of “epistatic costs” rooted in the non-linear negative feedback effects of perverse agency theory-driven cost cutting is hypothesized. A theoretical model is developed to empirically test for the existence of epistatic costs and optimal levels of organizational tension or “slack.” Broader implications of the model for fiduciary rules, financing decisions, and the current posture of Canadian securities regulation in the takeover context are explored.

This paper explores the interrelationships among corporate culture, capital structure, firm performance, and fiduciary duties. Chaos theory, nonlinear dynamics, complex systems theory, and socio-cultural studies of firms’ organizational ecosystems, and enabling infrastructure suggest that the BCE rule is: (i) a superior fiduciary principle to shareholder primacy; and (ii) more likely to enhance firm value in proportion to the importance of intangible assets in its production process. The existence of “epistatic costs” rooted in the non-linear negative feedback effects of perverse agency theory-driven cost cutting is hypothesized. A theoretical model is developed to empirically test for the existence of epistatic costs and optimal levels of organizational tension or “slack.” Broader implications of the model for fiduciary rules, financing decisions, and the current posture of Canadian securities regulation in the takeover context are explored.