Key Concepts of Agency Theory
Key Concepts of Agency Theory
Key Concepts of Agency Theory
A number of key terms and concepts are essential to understanding agency theory.
Agency theory can be applied to the agency relationship deriving from the separation between ownership and control.
Companies that are quoted on a stock market such as the London Stock Exchange are often extremely
complex and require a substantial investment in equity to fund them, i.e. they often have large numbers of
shareholders.
Shareholders delegate control to professional managers (the board of directors) to run the company on their
behalf.
The Directors (agents) have a fiduciary responsibility to the shareholders (principal) of their organisation
(usually described through company law as 'operating in the best interests of the shareholders').
Shareholders normally play a passive role in the day-to-day management of the company.
Directors own less than 1% of the shares of most of the UK's 100 largest quoted companies and only four
out of ten directors of listed companies own any shares in their business.
Separation of ownership and control leads to a potential conflict of interests between directors and
shareholders.
The agents' objectives (such as a desire for high salary, large bonus and status for a director) will differ
from the principal's objectives (wealth maximisation for shareholders).
The separation of ownership and control in a business leads to a potential conflict of interests between directors and
shareholders.
The conflict of interests between principal (shareholder) and agent (director) gives rise to the 'principal-agent
problem' which is the key area of corporate governance focus.
The principals need to find ways of ensuring that their agents act in their (the principals') interests.
As a result of several high profile corporate collapses, caused by over-dominant or 'fat cat' directors, there
has been a very active debate about the power of boards of directors, and how stakeholders (not just
shareholders) can seek to ensure that directors do not abuse their powers.
Various reports have been published, and legislation has been enacted, in the UK and the US, which seek
to improve the control that stakeholders can exercise over the board of directors of the company.
The other principal-agent relationship dealt with by corporate governance guidelines is that of the company with its
auditors.
The audit is seen as a key component of corporate governance, providing an independent review of the
financial position of the organisation.
Auditors act as agents to principals (shareholders) when performing an audit and this relationship brings
similar concerns with regard to trust and confidence as the director-shareholder relationship.
Like directors, auditors will have their own interests and motives to consider.
Auditor independence from the board of directors is of great importance to shareholders and is seen as a
key factor in helping to deliver audit quality. However, an audit necessitates a close working relationship with
the board of directors of a company.
This close relationship has led (and continues to lead) shareholders to question the perceived and actual
independence of auditors so tougher controls and standards have been introduced to protect them.
Who audits the auditors?
Residual loss
This is an additional type of agency cost and relates to directors furnishing themselves with expensive cars and
planes etc. These costs are above and beyond the remuneration package for the director, and are a direct loss to
shareholders.