ACCA P1-agency theory的内容及答题思路解读
来源：中博 | 更新：2016/11/15 0:00:00 | 关键词：ACCA P1,agency theory
各位ACCA学员，大家好，本篇文章将对ACCA P1课程中，agency theory 这一知识点相关的逻辑及答题思路进行一个简单的解读，希望对大家在做到相关题目时有所帮助。
Agency theory一直是P1的高频考点，作为corporate governance的理论基础，其出题会结合多个知识点，我们先来看一下agency theory所涉及的理论知识框架：
Agency theory: separation of ownership and control
(agent and principal, Fiduciary duties, agency accountability-act in the best interest of )
(How to solve?
---Attractive and appropriate remuneration (Chapter6)
---More extensive monitoring(effective CG) )
Agency cost(monitoring expenditure; residual loss; cost incured in rectifying)
由于separation of ownership and control，owner与controller发生分离，分别为principal及agent，principal给予agent一定的remuneration，agent对principal负有Fiduciary duties（Fiduciary duty is a duty of care and trust which one person or entity owes to another，within the company, agent should act in the best interest of principal）,但是在这段关系中，出于各种原因（人性自私，某些具体情况等），代理人会为了自身利益而违背委托人的意愿，因此产生许多agency problem（在考试题目中，这种违背往往涉及重大错误决策，枉顾stakeholder进而危及企业声誉及可持续发展，重大责任事故，市场负面消息等）,因此股东希望通过一定的手段，对可能的违背现象加以预防和控制，而手段有两种：一种是通过合理的薪酬体系激励高管；一种是通过各种公司治理控制手段，如NED的监督辅助等。产生agency problem的过程中，会产生一系列的成本，即agency cost。
历年考题涉及agency theory 的部分，一般两种考法：一种是希望学生用agency theory的理论去描述案例中的委托代理关系；另一种是，剖析案例中的委托代理问题，希望学生能够分析出案例中的代理人应该怎么做。历年考题中涉及委托代理关系的考题有：
2007 Dec Q4(c) 7m-fiduciary duty;2008 Jun Q3(a) 12m; 2009 Jun Q1(c) 4m;
2010 Jun Q1(c) 10m; 2012 Jun Q1(d)(ii) 7m;2013 Jun Q3(b) 7m;
2013 Dec Q2(b) 10m; 2014 Dec Q1(d)(ii) 6m; 2016 Mar&Jun Q2(b) 9m
我们选取其中一道题（2016 Mar&Jun Q2(b) 9m）中agency theory相关内容(b问)来看一下答题思路：
Arthur Jellicoe has been the chief executive officer (CEO) of Scapa Holdings, a listed company, for over 15 years, during which time the company has been very successful in capturing market share and achieving levels of profitability well in excess of it direct competition. Much of this success has been credited specifically to the way Arthur has managed the company. So when he advised the board at its last meeting that he plans to retire at the end of the year, there was real concern about appointing his successor. Scapa Holdings is particularly aware that any uncertainty which may arise during the CEO transitional period could result in a fall in share price, which they clearly wish to avoid.
The remuneration policy at Scapa Holdings includes a provision for awarding significant share options to executive directors when the company attains high levels of performance. For many years the targets set by the remuneration committee have been exceeded, so Arthur has accumulated a large number of share options which he can exercise any time over the next year. As part of his retirement planning, Arthur has consulted with an independent financial adviser who has recommended that he exercises his share options before he retires because they will deliver a tax efficient capital gain which he can then invest for his future. Clearly it will be in Arthur’s best interest to choose an exercise date when the share price is trading at its highest. So when a new contract opportunity was tabled by the sales director, which would clearly increase the company’s share price this year, Arthur was an enthusiastic supporter. Unfortunately, the finance director advised the board that its bank loan contained a restrictive covenant requiring the company to maintain interest cover of four times its pre-tax profit. Although Scapa Holdings has always been able meet this loan condition, the finance director is concerned that the further investment in the working capital needed for the proposed new contract presented a significant risk of breaching the loan covenant.
To address this issue the CEO suggested that inventory could be valued differently in order to report a higher profit figure, and thereby increase the level of interest cover. He further suggested that ‘this minor policy change would not be opposed by shareholders’ as it would undoubtedly increase the value of the share price. He also advised the board that he was sure that he could use his longstanding friendship with the engagement partner of Scapa Holdings’ auditors, who he had trained with as an accountant many years ago, to convince the audit team to agree with the higher inventory valuation during the forthcoming audit.
(a) An inherent risk in any listed company is that its directors have the power to pursue their own personal interests, which may not be aligned with their fiduciary duties towards shareholders. Explain the term conflict of interest in this context, and using information from the scenario, discuss how Arthur Jellicoe’s behaviour presents a clear conflict of interest, stating what course of action he should take.
(b) Describe the agency relationships at Scapa Holdings, and explain how clear accountability could increase
trust between principal and agent thereby reducing agency costs. (9 marks)
(c) Explain the meaning of ‘probity’ when maintaining professional business relationships as described in the
scenario, and criticise the ethical behaviour of Arthur Jellicoe with respect to probity. (8 marks)
B问审题时候抓住的关键词是Describe the agency relationships at Scapa Holdings, and explain how clear accountability could increase trust between principal and agent thereby reducing agency costs.
The directors of Scapa Holdings, collectively referred to as the board, are charged with managing the affairs of the company by its shareholders. Directors, individually and collectively, have a duty under corporate governance to provide entrepreneurial leadership and run the company to the betterment of the shareholders.
The veil of incorporation ensures that Scapa Holdings is a separate legal entity from both its directors and shareholders, thus protecting the personal assets of owners and investors from lawsuits. This separation also restricts how much direct influence the shareholders have over directors in discharging their responsibilities. This is particularly important for a listed company where the shareholders simply view the company as an investment vehicle, so they may sell their shares at any time to rebalance their portfolio if required.
Agency theory describes the relationship between the shareholders, known as the principal, and the directors, their agents, and it is derived from the concept of separation between ownership and control. At Scapa Holdings the shareholders employ the directors using a contract of service to act as their agents and to manage the company on their behalf. The agents are granted both expressed and implied authority to deal with third parties on behalf of their principal, and they are held accountable under corporate governance for their actions and outcomes.
Should a situation arise, as described in the scenario, where the interests of the principal and agents are not necessarily aligned, an agency problem arises. The CEO of Scapa Holdings appears to be willing to take risks on behalf of the shareholders, who may have a very different attitude to risk taking. He has adopted a very short-term view of business performance to serve his own needs rather than focusing on maximising shareholder value over the longer term. This situation compromises the agency relationship and it may require an intervention by the principal to take steps to exercise some control over their investments, resulting in agency costs.
这段是基于上一段已写的知识点，分析了案例中出现的agency problem，这时候需要同学们学会怎样“抄”案例，即学会分辨案例中什么现象是agency problem，然后将描述这个问题的段落稍微加工后呈现在答案里，也就是我们经常说的结合案例。
Agency costs can include:
– the time and expense of reviewing published information, and then attending meetings to monitor and scrutinise the board’s performance;
– paying for the services of independent experts and advisers;
– external auditor’s fees; and
– transaction costs associated with managing their shareholding in Scapa Holdings.
These agency costs could be reduced when direct action is taken to resolve the alignment of interest problem, which would improve board accountability. The employment of sufficient independent non-executive directors to monitor and scrutinise the executive members of the board should have a positive influence on their behaviour and inspire confidence from shareholders. In particular, a remuneration committee could devise and propose reward packages for executive directors which motivate them to act in the best interest of the shareholders they represent.
The direct link between rewards and performance confers an obligation on directors to account for their actions and activities to shareholders. This should prove that they are discharging their duties in line with shareholders’ expectations of risk and reward. Any clear breach of agent accountability could result in the ultimate sanction of removing the offending directors from office and replacing them.
接下来，相对来说比较灵活。前面我们已经分析出了案例中的agency problems和agency costs是什么，紧接着，我们需要解决这样的问题，降低agency costs应该怎么做？需要同学对案例中出现的问题所对应的公司治理以及薪酬激励手段有充分的了解，比如题目里需要有NED的独立监督和薪酬委员会制定合理的薪酬制度，这里请大家注意，答案里要强调需要“有效的”NED和“合理”的薪酬体系。
Prepared by Ara Shen