Economists have long studied a situation known as the
Principal-Agent problem. This inefficiency occurs when the objectives of the
principals, the shareholders, differs from the agents, the executives. Finance
theory suggests that individual investors want to maximize returns and minimize
risk. This implies using the equi-marginal principle to strike a balance
between the two.
The Board and executive may have an objective of maximizing
their own income or their own power. Agents typically share in profits by way
of bonuses, but not in losses. A company that has negative net income does not
require the company president to pay back salary or previous bonuses, nor do
they encumber future bonuses. This is just one example of how the
Principal-Agent problem can manifest itself.
Evidence of the Principal-Agent problem appeared in several
places this week. The first, as related in a Reuters
article, involves the investment bank Goldman Sachs (GS).
There is currently a proposal to split the role of Board Chairman and the role
of CEO between two people. The idea is
that the Chairman oversees the activity of the CEO which is a management
position. This may prevent the risk taking activity that lead to the banking
collapse of 2007-2008. The company, however, has put forward a legal challenge
to prevent a vote on the motion. Essentially, the company is using
shareholders’ money to the detriment of shareholders.
JP Morgan Chase (JPM) is
also fighting a legal battle in an attempt to prevent shareholders from voting
on a motion to break up the company. See the American Banker article
for the details. The rationale is similar to the Goldman Sachs situation. JP Morgan has four distinct businesses, some
of which are vastly riskier than others. This not only puts the whole company
at risk, but affects the optimal pricing of the firm. In the finance world,
they refer to the plan to break up the company as “unlocking value”. Again, the
company is using shareholders’ money to their detriment.
Perhaps the most troubling revelation this week was something that was not reported. Apple (AAPL) has $136 billion in
cash and marketable securities on its balance sheet that it refuses to return
to shareholders. (Source: SEC filing) Apple
is currently showing Owners’ Equity of $127 billion which means the entire book
value of the company, plus some, is being held in cash. The problem with this
is that cash earns less than 2% on average. For example, if that money were
returned to shareholders they could purchase shares of Altria Group (MO), that
currently pays dividends of 5.3%. Returning half of the $127 billion would
double Apple’s return on equity without hampering their ability to operate.
Goldman Sachs, JP Morgan and Apple are just three examples
of the Principal Agent problem that caught our attention this week. There will
be more next week and the week after that. We can’t help but wonder if the
Principal-Agent problem would exist if agents had principles.