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Executive compensation is considered an external corporate governance mechanism because it determined in part by market forces.

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Scandals at Enron, WorldCom, and HealthSouth illustrate the negative effects of poor ethical behavior on a firm's efforts to satisfy stakeholders.

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The market for corporate control serves as a means of governance when:


A) the firm is overpriced in the market.
B) internal controls have failed.
C) the corporation has greatly exceeded performance expectations.
D) the top management team's interests and the owners' interests are aligned.

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Individual shareholders with small ownership percentages are less dependent on the Board of Directors to represent their interests than are large block shareholders.

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Corporate governance is the set of mechanisms used to manage the relationship among stakeholders and to determine and control the strategic direction and performance of an organization.

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Foreign investors are playing a relatively minor role in the governance of firms in many countries.

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In the United States, a firm's key stakeholder(s) is(are) the:


A) government.
B) executives.
C) shareholders.
D) customers.

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Institutional owners are:


A) shareholders in the large institutional firms listed on the New York Stock Exchange.
B) banks and other lending institutions that have provided major financing to the firm.
C) financial institutions such as mutual funds and pension funds that control large-block shareholder positions.
D) prevented by the Sarbanes-Oxley Act from owning more than 50 percent of the stock of any one firm.

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What is corporate governance and how is it used to monitor and control managers' decisions?

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Corporate governance is the relationship...

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While the implementation of the Sarbanes-Oxley Act in 2002 has been controversial to some, most believe that it has had positive results in terms of protecting stakeholders and certain stockholder interests.

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German executives are not dedicated to the maximization of shareholder value to the degree that is the case for executives in the UK and United States largely because:


A) the roles of CEO and chairperson of the Board of Directors are usually combined.
B) large institutional investors control large blocks of stock.
C) private shareholders and large institutional investors rarely have large ownership positions in firms.
D) of the focus on stewardship-management in German firms rather than the financial performance focus of U.S. firms.

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Corporate governance revolves around the relationship between which two parties?


A) Shareholders and the Board of Directors
B) Shareholders and managers
C) The Board of Directors and managers
D) None of the the above

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A powerful CEO would oppose the appointment of a lead director on the Board of Directors.

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James Abercrombie has a thriving consulting firm specializing in training Boards of Directors in decision-making skills. Mr. Abercrombie has had striking success in reducing conflict and hostility among directors and allowing Boards to develop more cohesiveness. Mr. Abercrombie is considering expanding his consulting practice overseas. Which of the following statements is most likely to be TRUE?


A) Mr. Abercrombie will have a large market in Japan because the culture highly values consensus decision making.
B) Japanese firms will have little interest in Mr. Abercrombie's specialty because these skills are already practiced at a high level.
C) German firms will not be interested in Mr. Abercrombie's services because the German system of decision making is based on authority and few conflicts emerge.
D) Mr. Abercrombie should find significant need for his services in companies in transitional economies.

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Stock option repricing where the strike price value of the option has been lowered from its original position sometimes happens when firm performance is poor.

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Research suggests that the activism of institutional investors such as TIAA-CREF and CalPERS:


A) increases shareholder value significantly.
B) may not have a direct effect on firm performance.
C) is so aggressive that Boards of Directors have become overly cautious.
D) has weakened the effect of other governance mechanisms.

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If the market for corporate control were efficient as a governance device, then only ____ would be targets for takeovers.


A) firms with unethical top executives
B) firms earning above-average returns
C) poorly performing firms
D) over-valued firms

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The New York Stock Exchange requires that the audit committee be:


A) available to comment to external analysts.
B) headed by outside directors.
C) liable for any illegal actions by the top management team.
D) made up of CPAs with auditing experience.

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Research suggests that Boards of Directors perform better if:


A) the CEO is also the chairperson of the Board of Directors.
B) the Bard includes employees as voting members.
C) the Board is homogenous in composition.
D) outside directors own significant equity in the organization.

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Which of the following is FALSE about corporate governance in China?


A) The Chinese governance system may be tilting toward the Western model.
B) With increasing frequency, the compensation of top executives of Chinese companies is closely related to prior and current financial performance of the firm.
C) The state still uses direct and/or indirect controls to influence the strategies employed by most firms.
D) Firms with higher state ownership tend to have lower market value and more volatility in those values over time.

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