1. Strategic Management/ Business Policy
Power Point Set #10:
Organization Structures & Incentive Systems

3. Corporate Governance
Corporate governance represents the relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations.
Agency costs are the sum of incentive costs, monitoring costs, enforcement costs, and individual financial losses incurred by principals because it is impossible to use governance mechanisms to guarantee total compliance by the agent.

4. Agency Problems
Berle and Means in The Modern Corporation inquired whether we have “any justification for assuming that those in control of a modern corporation will also choose to operate it in the interests of the stockholders?” (1932: p. 121)
What are the “institutions of capitalism” which lessen the problem of the separation of (share holder) ownership (the risk-bearing principals) from control (managerial decision-making agents)?

5. Agency Problems
What are the “institutions of capitalism” that lessen the problem of the separation of ownership from control?
1. Takeovers (the market for corporate control);
2. Recruitment of executives from outside the firm;
3. Monitoring by boards of directors;
4. Compensation heavily weighted toward stock options;
5. Monitoring by institutional investors;
6. Debt (minimize free cash flow; e.g., LBOs);
7. Separate Chairperson and CEO; and
8. Internal control of Multidivisional “miniature capital market”

6. Organizing the Diversified Firm
The multidivisional organization, as documented by Alfred D. Chandler in Strategy and Structure, was pioneered in the 1920s by pioneering firms such as:
DuPont, General Motors, Sears and Standard Oil;
By 1967, two-thirds of Fortune 500 Companies are multidivisional.

8. Organizing the Diversified Firm
Three key features of organizational structure:
1. The division of tasks;
2. The depth of the hierarchy (span of control);
3. The extent of authority delegation (how much decentralization?)

12. Evolutionary Stability of the Multidivisional Form
Parable of the Two Watchmakers
10,000 parts
Watchmaker #1 needs to put all parts together or the watch falls apart and he needs to start all over with his 10,000 parts.
Watchmaker #2 has developed 100 subsystems of 100 parts. This is the “principle of near-decomposability” (I.e., a system that contains localized sub-systems)

13. Evolutionary Stability of the Multidivisional Form
Hierarchical systems (containing sub-systems) will evolve much more rapidly from elementary constituents than will non-hierarchic systems containing the same number of elements.
In organization theory this is called the effectiveness of “loose coupling.”
The advantage of “loose coupling” is that if there is poor performance in division 2 it does not lead to failure of the entire system.

14. Effectiveness of Multidivisional Form
Effective Divisionalization involves:
Identification of separable economic activities within the firm;
Giving quasi-autonomous standing to each division (usually of a profit center nature);
Monitoring the efficiency performance of each division;
Awarding incentives;
Allocating cash flow to high yield uses; and
Performing strategic planning (diversification, acquisition, and related activities)

15. Weaknesses of Multidivisional Form
Dysfunctional Aspects of the Multidivisional:
Emphasis on short-term perspective;
Loss of economies of scope;
Duplication of R&D, marketing, etc.;
Emphasis on financial manipulation instead of developing firm capabilities and resources; and
Large conglomerates may have excessive political power.