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        Stakeholders theory
　　3.1 Definition and components of stakeholders
　　<1>Definition: any entity (person, group or possibly non-human entity) that can affect or be affected by the actions or policies of an organization. It is a bi-directional relationship. Each stakeholder group has different expectations about what it wants and different claims upon the organization.
　　<2>Components: directors; employee; suppliers; customers; bank; lenders; regulators; government; community and environmental pressure groups, etc.
　　3.2 Classifications of stakeholders
　　<1> Internal, connected, and external stakeholders
　　a. Internal: employees, management
　　b. Connected: shareholder, customers, suppliers, competitors, trade unions
　　c. External: government, the public, pressure group, opinion leaders
　　<2> Narrow and wide stakeholders (affected by the organization’s strategy, how much the organization affects the stakeholder)
　　a. Narrow (most affected): managers, employees, supplies, dependent customers, shareholders
　　b. Wide (less affected): government, wide community, less dependent customers
　　<3> Primary and secondary stakeholders (level of participation will affect the company’s continuing as a going concern or not, how much the stakeholder affected the organization)
　　a. Primary (most affected): customers, suppliers, government
　　b. Secondary (less affected): broad communities, management
　　<4> Active and passive (seek to participate in the organization’s activities)
　　a. Active: managers, shareholders, regulators or pressure groups
　　b. Passive: shareholders, local communities, government
　　3.3 Stakeholder theory
　　<1> Content of stakeholder theory
　　a. Stakeholders’ contribution and requirement: stakeholders contribute for company’s development and expect the company to satisfy their interest.
　　b. Different goals and claims of stakeholder: each stakeholder group has different goals and expectations, so they have different claim upon the organization.
　　c. Company’s corporate responsibility: companies should take corporate accountability to not only shareholder but also a broad range of stakeholder.
　　d. Manager’s reconciliation of conflict of interest: management, as agent to all other stakeholders, should try to reconcile the competing interests of stakeholders based on maximum of long-term value. (Mendelow Matrix)
　　<2>Stakeholders’ claim
　　a. Definition: what does stakeholder want from an organization?
　　b. The legitimacy of each stakeholder’s claim will depend on your ethical and political perspective on whether certain groups should be considered as stakeholders.
　　<3> Different views of organizations’ reaction to stakeholder concerns
　　a. Instrumental view – mainly economic/legal responsibilities with the aim of maximizing profits and no moral standpoint of its own. (Company believes fulfilling the responsibility to stakeholders will increase their profits.)
　　b. Normative view – ethical/philanthropic responsibilities as well as economic/legal, and have moral duties toward stakeholders. Company accepts a responsibility to sustain social cohesion.
　　3.4 Role and interest of stakeholders
　　3.4.1 Internal stakeholder
　　<1>Director
　　a. Roles:
　　(a) Executive director responsible for corporation management of the company
　　(b) NEDs focus on monitor and control company in best interest of stakeholders
　　b. Interests:
　　(a) Remuneration package
　　(b) Status/reputation/power
　　<2> Company secretary
　　a. Roles:
　　(a) Ensure compliance with company laws and regulations and keep board members informed of their legal responsibilities
　　(b) Attend meetings and prepare minutes to follow up, administer company’s affairs
　　(c) Help board to deal with corporate governance matters and improve corporate governance of listed company
　　b. Interests:
　　(a) Remuneration package
　　(b) Security and job stability
　　(c) Career path and development
　　(d) Status/position
　　<3> Sub-board management
　　a. Roles:
　　(a) Day to day running of business and implement board policies
　　(b) Risk management and internal control of the company
　　(c) Concern with corporate governance and report to board of director
　　b. Interests:
　　(a) Remuneration package
　　(b) Security and job stability
　　(c) Career path and development
　　(d) Status/position
　　<4> Employees
　　a. Roles:
　　(a) Implementation of strategy and comply with the corporate governance systems in place and adopt appropriate culture
　　(b) Perform routine activities and comply with internal controls
　　(c) Give feedback, report breaches to senior management or board
　　b. Interests:
　　(a) Remuneration package
　　(b) Security and job stability
　　(c) Career path and development
　　(d) Status/position
　　<5> Trade unions
　　a. Roles:
　　(a) Distribute information to employee and protect employee interests
　　(b) Secure employee benefit and enforce government regulations/employee legislations, e.g. protection of whistleblowers
　　b. Interests:
　　(a) Influence/ power/impact
　　3.4.2 External stakeholder
　　<1> Suppliers
　　a. Roles:
　　(a) Provide material as operation input, giving financial credit through discount and extension of payment period
　　b. Interests:
　　(a) Profitable sales, payment of goods, long-term relationship
　　(b) Cost and quality of materials, reliability of delivery
　　<2> Customer:
　　a. Roles:
　　(a) Realize company value through purchase of its product
　　b. Interests:
　　(a) Value for money of goods and services (material needs and deeper moral needs)
　　(b) Customer power increase and take their business elsewhere
　　<3> Auditors
　　a. Roles:
　　(a) Independent review of company’s F/S (whether it’s give a true and fair view)
　　(b) Increase investors’ confidence (together with company’s auditor committees and effective accounting standard)
　　b. Interests:
　　(a) Audit fees
　　(b) Reputation
　　(c) Quality of relationship
　　(d) Compliance with audit requirements
　　<4> Regulators
　　a. Roles:
　　(a) Establish rules and standards
　　(b) Carry out inspections and audit to maintain shareholder/stakeholder confidence
　　b. Interests:
　　(a) Compliance with regulations
　　<5> Government
　　a. Roles:
　　(a) Control of taxes regulations
　　(b) Establish and determine the overall regulatory and control climate (laws) in a country
　　(c) Provide funds or offer tax incentives to encourage investment
　　(d) Influence companies and the relationship between companies.
　　b. Interests:
　　(a) Compliance with laws
　　(b) Taxes revenue
　　(c) Level of employment
　　(d) Social and environment responsibility
　　<6> Stock exchange
　　a. Roles:
　　(a) Provide a means for companies to raise money and invertors to transfer shares
　　(b) Establishing rules and regulations for listed company, impact the way corporate governance is implemented
　　b. Interests:
　　(a) Compliance with rules and regulations
　　<7> Institutional investors
　　a. Roles:
　　(a) Monitoring and performance
　　(b) Intervention to improve good corporate governance
　　b. Interests:
　　(a) Security of funds invested
　　(b) Value of shares and dividend payments
　　(c) Timely information received from company
　　<8> Small investors
　　a. Roles:
　　(a) Limited power and influence
　　b. Interests:
　　(a) Maximization of shareholders’ value
　　(b) Be treated equally
　　3.5 Institutional investors
　　<1> Definition: Institutional investors manage funds invested by individuals
　　<2> Four types of institutional investor:
　　a. Pension funds
　　b. Insurance companies
　　c. Investment and unit trust (set up to invest in portfolios of share)
　　d. Venture capital organization (invest in expending companies)
　　<3> Role of institutional investors
　　a. Monitoring performance (voting on the board, attending meeting, contributing to decision making and corporate governance)
　　b. Intervention (unsuitable or risky strategy; poor operational performance; NEDs failing to hold management to account; major failures in internal controls; failure to comply with laws and regulations or governance codes; excessive levels of directors’ remuneration; poor attitudes towards corporate social responsibility)
　　<4> Means of exercising institutional investor’s influence
　　a. One-to-one meeting to discuss strategy, whether objectives are being achieved, how the company is achieving its objectives, the quality of management.
　　b. Voting (in AGM or EGM)
　　c. List of underperforming companies
　　d. Contributing to corporate governance rating system (that measure key corporate governance performance indicators such as number of NEDs, role of the broad and the transparency of the company)