Corporate governance is a critical aspect of evaluating the health and sustainability of any business. It encompasses the mechanisms, processes, and relations by which companies are controlled and directed. You may have come across advice from renowned investors like Warren Buffet, Charlie Munger, and other ace investors emphasizing the importance of assessing a company’s management and corporate governance when making investment decisions. However, the practical methods for analyzing these aspects are often unclear.
In this blog, we will explore some practical approaches to evaluate the corporate governance of companies.
Understanding the Board structure
Understanding the structure of a company’s board is fundamental. A corporation’s board is typically structured as either one-tier or two-tier. In a one-tier board, the executive and non-executive directors sit together on the same board. Conversely, a two-tier board model consists of a management board (executive directors) and a supervisory board (non-executive directors).
The supervisory board of a two-tier board can serve as a control function through activities such as inspecting corporations’ books and records, reviewing the annual report, etc. The choice between the two reflects a company’s governance philosophy and can impact decision-making dynamics.
Diversity of Board of Directors
A robust board is essential for effective governance. Assess the composition, skills, and experience of directors. An optimal board should have a mix of executive, non-executive, and independent directors, providing a balance between management insight and independent oversight. Additionally, it is a positive corporate governance sign if the company has more than 40-50% of independent directors.
Moreover, diversity in terms of gender, ethnicity, age, and professional background brings a range of perspectives that can enhance decision-making and mitigate groupthink. Basically, the board should consist of members with different professional expertise and knowledge and should bring some kind of value to the table.
Are Independent Directors Really Independent?
The independence of independent directors plays a pivotal role in fostering unbiased decision-making. One can judge the independence of independent directors by assessing the tenure of independent directors on the board; typically, a tenure exceeding 10 years may raise concerns, as directors in such cases might have developed close relationships with the management, potentially compromising their impartiality. Additionally, assessing whether independent directors possess the qualifications and professional experience indicative of individuals who would challenge the chairman’s misconduct provides further insight into their ability to uphold corporate integrity.
The separation of the roles of CEO and board chairperson is a crucial governance principle. CEO duality, where the CEO also serves as the board chair, can lead to a concentration of power and may raise concerns that the monitoring and oversight role of the board may be compromised relative to independent chairperson and CEO roles. Evaluating whether these roles are held by the same individual or different individuals is vital in understanding the balance of power within the company.
Principal-Principal Problem or Principal-Agent Problem
Examining the relationship between shareholders (principals) and management (agents) is essential. The principal-principal problem arises when conflicts of interest exist among different groups of shareholders. Conversely, the principal-agent problem occurs when the interests of shareholders and management diverge.
These problems can be assessed by evaluating the ownership and voting power of the company.
Usually, when the company has concentrated ownership i.e. when the majority (> 50%) of the shareholding is with the promoters or a family combined with the majority of the voting power then a principal-principal problem arises. This means that the majority shareholder might act in their best interest at the expense of minority shareholders, such as drawing out excessive salaries or commissions.
Conversely, the principal-agent problem emerges when ownership and voting power are both widely distributed. In such instances, principals often engage management to oversee the business. However, there is a risk that management may prioritize immediate gains, such as quarterly profits, to enhance stock prices, even if it compromises the company’s long-term well-being.
Excessive executive compensation can be a red flag. Analyze the ratio of CEO pay to the median employee pay, considering industry benchmarks because different industries have different median employee pay, for example in a manufacturing company the median pay would be much lower as compared to maybe a consulting company thereby impacting the ratio. Moreover, one can compare management salaries with comparable companies.
Skin in the Game
Investigate whether key executives and directors have a significant financial stake in the company. Having “skin in the game” aligns the interests of management with those of shareholders, as most of their wealth of is tied up to the company, fosters a sense of responsibility and commitment.
In conclusion, a thorough analysis of corporate governance is essential for investors seeking a comprehensive understanding of a company’s management and decision-making processes. By examining the above-mentioned factors, Shareholders can make informed decisions about the long-term viability and ethical standing of a company and save them from investment disasters. Moreover, a commitment to robust corporate governance principles not only mitigates risks but also contributes to the overall success and sustainability of the business.