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The simplistic starting point might be that organisations should maximise returns for their
owners. However, the principalagent concept tells students that this may not happen
because managers (as the shareholders agents) may also work in their own self-interest. In
Case Example
Drinking partners: Indias United Breweries Holdings Ltd
This case focuses on ownership and control, but also raises issues to do with social
responsibility towards non-financial stakeholders. As a personally-controlled conglomerate,
UBHL is perhaps an extreme case of a common model, especially in emerging economies. In
terms of Figure 4.2, it would occupy the bottom-right box, as a personally-controlled business
with mixed motivations. Vijay Mallya is concerned for his own profits (not necessarily that of
his other shareholders), but also desires sufficient autonomy to pursue his various vanity
projects, ranging from his Kingfisher Airlines business to the risqué Kingfisher Calendar.
1. Consider the governance chain leading from the various shareholders of UBHL to the
managers in the main businesses, with particular reference to United Spirits. Why might
there be breakdowns in accountability and control in this chain?
The figure below gives a simplified governance chain for UBHL, with most detail provided
for United Spirits (compare with Figure 4.3 in the chapter). The two most important issues
to draw out are probably the following:
(i) The ultimate beneficiaries in the form of individual investors via investment funds have
very little control over UBHLs strategy; their investment funds (B class shares) have