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Corporate Governance & Behavioral Issues

Introduction to Behavioral Corporate Governance

Traditional corporate governance focuses on agency problems: aligning manager interests with shareholders.

Behavioral Perspective Adds: Managers aren't just self-interested—they're systematically biased:

  • Overconfident
  • Overoptimistic
  • Loss-averse
  • Anchored to status quo

Implication: Governance must address both agency costs AND cognitive biases.

Key Governance Challenges

Board Oversight of Biased Managers

The Problem: Even independent boards struggle to challenge overconfident CEOs.

Behavioral Dynamics:

Authority Bias: Directors defer to CEO expertise Groupthink: Board consensus seeks harmony over critical evaluation Confirmation Bias: Directors seek info supporting CEO proposals Social Proof: "If other directors approve, must be okay"

Result: Boards rubber-stamp value-destroying decisions (M&A, capex).

Evidence: Post-acquisition surveys show 60%+ of board members had private doubts about deal but didn't voice them (groupthink).

Compensation Design & Biases

Traditional agency view: Align pay with performance via stock options.

Behavioral Problems:

Options Create Overconfidence: Only upside → Encourages excessive risk-taking

Anchoring on Peer Pay: "Our CEO should be paid like Industry X average" → Ratcheting (everyone above average impossible!)

Loss Aversion: Executives resist pay cuts even when performance warrants

Reference Points: Last year's pay becomes baseline → Resistance to reductions

Better Design:

  • Include downside exposure (debt-like instruments, clawbacks)
  • Long vesting (5-7 years aligns with long-term outcomes)
  • Relative metrics (vs absolute) to reduce benchmark gaming

Shareholder Activism & Biases

Activist Investors: Challenge management decisions, push for changes.

Behavioral Benefits:

  • External checks on management overconfidence
  • Pre-commitment devices: Forcing dividend commitments reduces free cash flow waste
  • Attention: Highlights overlooked opportunities (spinoffs, asset sales)

Behavioral Risks:

  • Short-termism: Activists may push for short-term gains (share buybacks) over long-term investment
  • Herding among activists: Multiple activists pile into same situations → Overcrowding

Evidence: Activist interventions improve operating performance ~3-5%, but market often overreacts initially (positive sentiment).

Specific Governance Mechanisms

Independent Directors

Role: Challenge management proposals, ask tough questions.

Behavioral Challenges:

  • Status quo bias: Easier to approve than challenge
  • Authority bias: Defer to CEO
  • Limited time: Part-time directors can't deep-dive

Solutions:

  • Lead independent director: Coordinates challenges to CEO
  • Executive sessions: Directors meet without CEO (reduces authority bias)
  • Training: On common biases (overconfidence, planning fallacy)

Audit Committees

Traditional Role: Financial reporting oversight.

Behavioral Extension: Challenge optimistic projections, question anchoring.

Example: CFO proposes acquisition with projected 25% ROI.

  • Traditional audit: "Are accounting assumptions reasonable?"
  • Behavioral audit: "What's the base rate for acquisitions in this industry? (Answer: 10% ROI). Why are we different?"

Risk Committees

Purpose: Oversee enterprise risk management.

Behavioral Role:

  • Challenge availability bias: Recent risks over-weighted, historical risks forgotten
  • Force scenario planning: Overcome optimism bias by requiring downside cases
  • Monitor risk culture: Is excessive risk-taking rewarded? (Options culture)

Post-2008 Crisis: Risk committees became mandatory for large banks. Focus: Ensure risk assessment isn't biased by recent calm periods (recency bias).

Shareholder Rights & Voting

Say-on-Pay: Shareholders vote on executive compensation (non-binding in most jurisdictions).

Behavioral Impact:

  • Loss aversion check: Threat of negative vote restrains excessive pay
  • Social proof: Large vote against creates stigma

Evidence: Companies with negative say-on-pay votes reduce CEO compensation 10-15% following year.

Poison Pills & Takeover Defenses:

  • Traditional view: Protect against hostile takeovers
  • Behavioral view: Allow overconfident management to entrench, avoid discipline of takeover market

Evidence: Companies with strong takeover defenses have 3-5% lower valuations (overconfident CEOs protected).

Key Takeaways

  • Beyond agency: Governance must address manager biases (overconfidence, optimism) not just conflicts of interest
  • Board groupthink: Even independent boards struggle to challenge overconfident CEOs due to authority bias
  • Compensation: Stock options amplify overconfidence; better designs include downside exposure and long vesting
  • Activism: External activists provide reality check on management overconfidence
  • Mechanisms: Lead independent directors, behavioral audits, risk committees, say-on-pay all combat biases
  • Evidence: Strong governance mitigates ~30-40% of value destruction from manager biases

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