1. Entrepreneurship and Management 2.1. CORPORATE GOVERNANCE: THEORY

2. Definitions
Narrow definition (my compilation): Relationships between owners of assets and managers. The main problem of the CG is responsibility of asset managers vis-a-vis its owners for realization their economic interests.
Widest definition:  The system by which companies are directed and controlled. (Cadbury Committee)
Moderately wide definition: Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. (OECD)

3. Scope of Corporate Governance
Control over companies’ functioning
Subsystem of the economic system
Tool for studying economic relations
Object of governmental and third party policy
Companies included:
all legal persons?
only listed companies?
only companies where CG problems arise?

4. Shareholder/Stakeholder Theory
Milton Friedman, The Social Responsibility of Business Is to Increase Its Profits, “New York Times Magazine” Sunday, Sept. 13, 1970
Three crucial questions for business
What to produce?
How to produce it?
To whom to produce?
The goal of business is to bring profit 
Resignation from other goals
decrease profit
stealing resources from the owner
additional form of taxes
Egoistic approach of the business boosts the society’s welfare
The should impose obligations by the law
Businessmen are not moral authorities

5. Mission of Auchan Holding
To improve the purchasing power and the quality of life of the greatest number of customers, with responsible, professional, committed and respected employees.”
[...] 
This mission is based on three fundamental values: trust, sharing and progress.

6. Stakeholder Theory
Edward Freeman, Strategic Management: A Stakeholder Approach, Cambridge 1984
Business decisions influence a wide circle of people, thus have obligations towards them
shareholders
employees
suppliers
clients
local communities
Six principles of the “rules of the game”
The Principle of Entry and Exit
The Principle of Governance
The Principle of Externalities
The Principle of Contracting Costs
The Agency Principle
The Principle of Limited Immortality

7. Nexus of Contracts Theory

8. Agency Theory
Explains the relationship between principals and agents in business
owner is a principal
manager is an agent
The principal-agent problem: A principal creates an environment in which an agent’s incentives don’t align with its own
Information asymmetry
Hidden action
self-dealing transactions
tunnelling
appropriating corporate opportunities
too high remuneration or bonuses
insider trading
Distribution of risks
“Rational apathy”
Solutions
Supervision of managers
Motivation of agents
Impact of the market