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Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Governance and the Public Corporation: Key Issues
A key weakness is the conflict of interest between managers and shareholders. In principle, shareholders elect a board of directors, who in turn hire and fire the managers who actually run the company. In reality, management-friendly insiders often dominate the board of directors, with relatively few outside directors who can independently monitor the management.
4-4 Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Governance and the Public Corporation: Key Issues
In the case of Enron and other dysfunctional corporations, the boards of directors grossly failed to safeguard shareholder interests. Furthermore, with diffused ownership, most shareholders have strong enough incentive to incur the costs of monitoring management themselves.