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This is the justification for the separation of the chairman and CEO roles, huge senior executive salaries and the over-riding requirement for [independence of non-executive directors], and much more’ (Simon Caulkin, The Observer, 27 November 2005). There is an ethical aspect to agency theory. The theory is based on the view that individuals cannot be trusted to act in any way that is not in their own best interests. 8 Agency conflicts in other types of organisation Agency relationship – Public sector Managers are also agents acting for principals in public sector organisations so once again there is potential for agency conflicts.

Incentives should therefore be provided to management to increase their willingness to take ‘value-maximising 42 © Emile Woolf Publishing Limited Chapter 2: Agency relationships and theories decisions’ – in other words, to take decisions that benefit the shareholders by maximising the value of their shares. Several methods of reducing the agency problem have been suggested. These include: „ Devising a remuneration package for executive directors and senior managers that gives them an incentive to act in the best interests of the shareholders.

The Combined Code on Corporate Governance includes a provision that all directors should be subject to an annual performance review, and should be accountable to the chairman of the company for they way in which they have carried out their duties in the previous year. © Emile Woolf Publishing Limited 25 Paper P1: Governance, risk and ethics It might be argued that a board of directors is not sufficiently accountable to the shareholders, and that there should be much more accountability. 6 Reputation A large company is known widely by its reputation or character.

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