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Operations Research Letters 36 (2008) 291–296

www.elsevier.com/locate/orl

The agency problem between the owner and the manager in real investment:
The bonus–audit relationship
Michi Nishihara a,∗ , Takashi Shibata b
a Center for the Study of Finance and Insurance, Osaka University, Osaka 560-8531, Japan
b Graduate School of Social Sciences, Tokyo Metropolitan University, Tokyo 192-0397, Japan

Received 13 January 2007; accepted 6 September 2007


Available online 23 December 2007

Abstract

This paper derives the owner’s optimal contract with a bonus-incentive and audit when the owner delegates the investment timing decision to a
manager with private information on an investment project. The optimal solution not only unifies the previous studies, but also accounts for actual
auditing systems in firms.
c 2007 Elsevier B.V. All rights reserved.

Keywords: Real options; Asymmetric information; Agency conflicts; Audit

1. Introduction from the first-best no-agency case because the owner designs
the contract to provide a bonus-incentive for the manager
The real options approach has become an increasingly stan- to truthfully reveal private information. Similar real options
dard framework for the investment timing models with agency conflicts have been also studied in [3,11].
decision in corporate finance (see, for example, [7]). Although Although these models consider only the carrot (i.e., giving
the early literature on real options (e.g., [6,12]) considered a bonus-incentive to the manager) as a measure for dealing
the investment decision of a monopolist, more recent stud- with agency conflicts, the owner can usually use not only the
ies have investigated the problem of several firms competing carrot, but also the stick (i.e., auditing and fining the manager).
in the same market from a game theoretic approach (see [5] Naturally, the impact of auditing has been clarified in other
for an overview). Grenadier [8] derived the equilibrium in- contexts (e.g., [1]).
vestment strategies of firms in a Cournot–Nash framework and In this paper, we incorporate an auditing mechanism into
Weeds [15] incorporated equilibrium in a timing game in a real a model following [9]. As far as the purpose of the paper is
options model. The effects of incomplete information about the concerned, we limit their original setup involving both hidden
competitors were examined in [10,13]. information and action to just the case of hidden information.
While these studies have focused on the strategic interaction We assume that the owner can utilize an auditing system that
with rival firms, Grenadier and Wang [9] investigated fines the manager when a false report is detected, where the
investment timing in a decentralized firm where the owner higher the cost the owner pays in auditing, the greater the
(principal) delegates the investment decision to the manager probability of detection. We show that the optimal contract
(agent) who holds private information by combining the real is determined among three feasible types of contracts: the
options approach and contract theory (for contract theory, bonus-incentive only mechanism, the joint bonus-incentive and
see the standard textbook [4]). In their model, asymmetric auditing mechanism, and the auditing only mechanism. This
information changes the investment behavior of the firm is according to the relation between the auditing cost and the
amount of the penalty. Although a similar auditing technology
∗ Corresponding author. is introduced in [14], the findings in this paper are more
E-mail addresses: nishihara@sigmath.es.osaka-u.ac.jp (M. Nishihara), comprehensive and help connect previous results in this area.
tshibata@tmu.ac.jp (T. Shibata). Indeed, our solution includes the results of [9] in the bonus-

c 2007 Elsevier B.V. All rights reserved.


0167-6377/$ - see front matter
doi:10.1016/j.orl.2007.09.008
292 M. Nishihara, T. Shibata / Operations Research Letters 36 (2008) 291–296

incentive only region, the results of [14] in the joint bonus- where T is a set of all Ft stopping times, (Ft is the usual
incentive and auditing region, and the first-best no-agency filtration generated by z(t)), and r is a constant risk-free rate
solution as the limit of the auditing only region. satisfying r > α. In this paper, it is always assumed that
Furthermore, our results also give good account of the real the initial value P0 is sufficiently low that the firm has to
life relationship between audit and bonus-incentive as follows. wait for its exercise condition to be met. Using the standard
In the case where the manager may commit seriously outright method (see [7]), we obtain the value function W (P0 ; θi ) and
frauds such as embezzlement, the owner tries to prevent the the optimal stopping time τi∗ of problem (2) for θ = θi as
manager’s offense by using only audit, and stern punishment follows:
by the law improves the social welfare. On the other hand, in  β
P0
the case where the manager’s private benefit is not necessarily W (P0 ; θi ) = (Pi∗ + θi − K )
illegal, the owner is likely to prefer a bonus system such as Pi∗
stock options, and an owner’s too great demand may decrease τi∗ = inf{t ≥ 0 | P(t) ≥ Pi∗ } (3)
the social benefit. β
The paper is organized as follows. Section 2 provides Pi∗ = (K − θi ),
β −1
a brief review of [9]. Section 3 incorporates the auditing p
technology into the model and derives the owner’s optimal where β is defined by β = 1/2−µ/σ 2 + (µ/σ 2 − 1/2)2 + 2r/σ 2
contract after allowing for audit. The final section discusses (>1). The threshold Pi∗ is the optimal investment trigger for the
economic implications of our results involving both audit and owner who observes the value θi at time 0. Thus, the ex ante
the bonus-incentive. value of the owner’s option in the first-best no-agency setting
(denoted V ∗ (P0 )) becomes
2. A simple version of Grenadier and Wang [9]
V ∗ (P0 ) = q W (P0 ; θ1 ) + (1 − q)W (P0 ; θ2 )
This section provides a brief review of the results of [9].  β
P0
First, let us explain the setup. We consider a decentralized firm =q (P1∗ + θ1 − K )
P1∗
that faces the investment timing decision for a single project.
 β
We assume that the owner (principal) delegates the decision to P0
the manager (agent) and that both the owner and the manager + (1 − q) (P2∗ + θ2 − K ). (4)
P2∗
are risk-neutral. While both the owner and the manager know
the investment cost K , the value of the project consists of Now, let us turn to the principal–agent setting without
two components, namely the value P(t) that is observable auditing. In this case, the owner has the option to invest, but
to both the owner and the manager, and the value θ that is delegates the exercise decision to the manager. At time 0, the
privately observed only by the manager. Thus, the total value owner offers the manager a contract that commits the owner
of the project is P(t) + θ. For simplicity, we assume that the to pay the manager at the time of exercise. We assume no
observable value P(t) at time t obeys the following geometric opportunity for renegotiation exists. Although the commitment
Brownian motion: may lead to ex post inefficiency in investment timing, it
increases the ex ante value of the project. In fact, if the owner
dP(t) = α P(t)dt + σ P(t)dz(t) (t > 0), makes no contract with the manager, the owner’s ex ante option
P(0) = P0 , (1) value becomes (4) with q = 0. This is because the manager
hands the owner θ2 and makes θ1 − θ2 his/her own when the
where α ≥ 0, σ > 0 and P0 are given constants, and z(t) true value is θ1 . As discussed in [9], the optimal contract is
denotes the one-dimensional standard Brownian motion. included in a mechanism MGW = {(Pi , wi ) | i = 1, 2}
The private component θ potentially takes on two possible in which the owner pays the manager the bonus wi at the
values, θ1 or θ2 , with 0 ≤ θ2 < θ1 < K . We define 1θ = investment time when the manager exercises the investment
θ1 − θ2 . Before contracting, both the owner and the manager at time τi = inf{t ≥ 0 | P(t) ≥ Pi }. Here the superscript
know that the probability of drawing a higher quality project θ1 “GW” refers to the solution of [9]. Since the revelation principle
equals q. Immediately after making a contract with the owner (see [4]) ensures that the manager who observes θi faithfully
at time 0, the manager privately observes whether the project invests at the trigger Pi , the optimal contract is the solution of
is of a higher quality θ1 or a lower quality θ2 . Although the the problem of maximizing the owner’s ex ante option value of
manager’s one-time effort, which cannot be observed by the the investment:
owner, changes the likelihood q in [9], we exclude the effect  β
of the hidden action from the original setup. P0
max q (P1 + θ1 − K − w1 )
As a benchmark, we examine the case where there is no Pi ,wi P1
delegation of the exercise decision and the owner observes the  β
P0
true value of θ. In this case, the owner’s problem with given + (1 − q) (P2 + θ2 − K − w2 )
P2
θ = θi (i = 1, 2) becomes the following optimal stopping  β  β
problem: P0 P0
s.t. q w1 + (1 − q) w2 ≥ 0 (5)
P1 P2
W (P0 ; θi ) = sup E[e−r τi (P(τi ) + θi − K )], (2)
τi ∈T wi ≥ 0 (i = 1, 2)
M. Nishihara, T. Shibata / Operations Research Letters 36 (2008) 291–296 293
 β  β
P0 P0 from the managerial post. This is because the manager does
w1 − (w2 + ∆θ ) ≥ 0
P1 P2 not in any case cheat the owner in the optimal contract in our
 β  β setting.
P0 P0
w2 − (w1 − ∆θ ) ≥ 0, Here, the cost function c(di ) and the penalty Γ are given
P2 P1
exogenously. We assume that the cost function c(di ) satisfies
where Pi > P0 . In the constraints of problem (5), the conditions c(0) = 0, limdi ↑1 c(di ) = +∞, c0 (di ) > 0 (di ∈
first and second inequalities correspond to the ex ante [0, 1)), and c00 (di ) > 0 (di ∈ [0, 1)). The first and
participation constraint and the ex post limited-liability third conditions are explicit from the property of auditing.
constraints, respectively, while the last two inequalities are The second assumption is realistically intuitive because no
the ex post incentive-compatibility constraints. The incentive- auditing can always detect the manager’s false report. The final
compatibility constraint means that with a truthful report, condition ensures the convexity of the cost function.
the manager who observes θ = θ1 (resp. θ = θ2 ) In this setting, the contract is designed as a mechanism
obtains the expected payoff (P0 /P1 )β w1 (resp. (P0 /P2 )β w2 ), MA = {(Pi , wi , di ) | i = 1, 2}, where the auditing level di for
which is larger than the expected payoff for a false report, the manager’s report θ = θi is added to the mechanism MGW .
(P0 /P2 )β (w2 + ∆θ ) (resp. (P0 /P1 )β (w1 − ∆θ )). Here the superscript “A” refers to the solution of the setting
In problem (5), it can be shown that the bonus w2 = 0 allowing audit. The optimal contract to the owner becomes the
and only the third inequality (i.e., the incentive-compatibility solution of the following problem:
condition for the manager who observes the better project value
θ1 ) binds. Then, the optimal solution {(PiGW , wiGW ) | i = 1, 2} P0 β
 
max q (P1 + θ1 − K − w1 − c(d1 ))
becomes Pi ,wi ,di P1
 !β   β
P ∗ P0
(P1GW , w1GW ) =  P1∗ , 1
∆θ  (6) + (1 − q) (P2 + θ2 − K − w2 − c(d2 ))
P2GW P2
 β  β
β P0 P0
   
q∆θ w1 + (1 − q) w2 ≥ 0
(P2GW , w2GW ) = K − θ2 + ,0 . (7) s.t. q
β −1 1−q P1 P2
(8)
For further details, see the solution for the hidden information wi ≥ 0 (i = 1, 2)
only region in [9]. It is worth noting that the trigger for
the higher quality project, P1GW , remains unchanged from the di ≥ 0 (i = 1, 2)
first-best trigger P1∗ defined by (3), while the trigger for the  β  β
P0 P0
lower quality project, P2GW , is larger than the first-best trigger w1 − (w2 + ∆θ − d2 Γ ) ≥ 0
P1 P2
P2∗ defined by (3). This is because the owner attempts to
decrease the information rent to the manager who observes  β  β
P0 P0
the higher quality project by deferring investment timing for w2 − (w1 − ∆θ − d1 Γ ) ≥ 0,
P2 P1
the lower quality project. The owner’s and manager’s ex ante
option values, πoGW and πmGW , respectively, are obtained by where Pi > P0 . The first two constraints of problem (8)
substituting the optimal solution {(PiGW , wiGW ) | i = 1, 2} are the same as those of problem (5), while the incentive-
into the objective function and the right-hand side of the first compatibility constraints of problem (8) include an additional
inequality of the constraints of problem (5). term, the expected penalty di Γ . It can be easily checked that
This is the result in the hidden information case of [9]. In the revelation principle holds in this case, as in the previous
the next section, we extend their analysis to a case allowing the setting, even if the penalty Γ is counted in the owner’s profit.
owner to audit the manager at a cost. Therefore, the owner does not make any contract to allow the
manager to report untruthfully.
3. Theoretical results
Proposition 1. The optimal contract {(PiA , wiA , diA ) | i =
This section derives the optimal contract involving the 1, 2} in the setting with auditing is given as follows:
bonus-incentive and audit. The owner detects the real value of Case A: 0 < Γ ≤ (1 − q)c0 (0)/q (bonus-incentive only region)
θ at probability di by paying the auditing cost c(di ) for the
manager’s report θ = θi when the manager executes the project. (P1A , w1A , d1A ) = (P1∗ , w1GW , 0)
We assume that the manager is fined the penalty Γ (>0) for (P2A , w2A , d2A ) = (P2GW , 0, 0),
cheating when a false report is detected. In general, as discussed
Case B: (1 − q)c0 (0)/q < Γ ≤ max{∆θ, (1 − q)c0 (∆θ/Γ )/q}
in [2], the society could suffer different damages according to
(joint bonus-incentive and auditing region)
the types of the punishment. However, we do not have to care
∗ β
 
whether the owner can receive the total amount of the fine, !
P
Γ from the manager, or whether a part of Γ represents the (P1A , w1A , d1A ) =  P1∗ , 1
(∆θ − d2A Γ ), 0
manager’s disutility from other punishment such as dismissal P2A
294 M. Nishihara, T. Shibata / Operations Research Letters 36 (2008) 291–296

β
 
(P2A , w2A , d2A ) = K − θ2
β −1

q
+ (∆θ − d2 Γ ) + c(d2 ) ,
A A
1−q
 
0 −1 qΓ
,

0, c
1−q
Case C: Γ > max{∆θ, (1 − q)c0 (∆θ/Γ )/q} (auditing only
region)
(P1A , w1A , d1A ) = (P1∗ , 0, 0)
(P2A , w2A , d2A )
β
 
= (K − θ2 + c(d2A )), 0, ∆θ/Γ .
β −1
Fig. 1. P2A , w1A and c(d2A ) for penalties Γ .
Proof. Note that in problem (8), the first constraint is induced
β
by the second constraints wi ≥ 0 (i = 1, 2), and P0 can be
ignored. We solve the problem (8) without the final constraint
(the incentive-compatibility constraint for the manager who
observes the bad value θ = θ2 ), and then also check that
the obtained solution satisfies the removed constraint. Let
{(PiA , wiA , diA ) | i = 1, 2} be the optimal solution of problem
(8) without the final constraint. It immediately follows that
w2A = 0, d1A = 0, and
−β −β
P1A w1A − P2A (∆θ − d2A Γ ) = 0. (9)
Let λi (i = 1, 2, 3) denote the Lagrangian multipliers
associated with the remaining constraints w1 ≥ 0, d2 ≥ 0, and
(9), respectively. That is, we form the Lagrangian
L(P1 , P2 , w1 , d2 ) = q P1 −β (P1 + θ1 − K − w1 ) Fig. 2. π2A (P0 ), πm
A (P ) and L A (P ) for penalties Γ .
0 0
+ (1 − q)P2 −β (P2 + θ2 − K − c(d2 )) + λ1 w1
the solution for Case B. If λ1 > 0 and λ2 = 0, from (9)–(13)
+ λ2 d2 + λ3 P1 −β w1 − P2 −β (∆θ − d2 Γ ) .

−β
we have the solution for Case C with λ1 = P1A (q − (1 −
The Karush–Kuhn–Tucker conditions are (9), q)c (d2 )/Γ ), λ3 = (1 − q)c (d2 )/Γ . If λ1 = 0 and λ2 > 0,
0 A 0 A
−β
∂L −β we obtain the solution for Case A with λ2 = P2A ((1 −
= q((−β + 1)P1A q)c0 (0) − qΓ ), λ3 = q. If λi > 0 (i = 1, 2), from (9) we
∂ P1
− β(θ1 − K − w1A )P1A
−β−1
) have ∆θ = 0, which contradicts ∆θ > 0. Taking into account
−β−1 that the conditions λi ≥ 0 (i = 1, 2, 3), d2A < 1 that result
− λ3 βw1A P1A = 0, (10) from limd2 ↑1 c(d2 ) = +∞, and the condition under which the
∂L −β solution of c0 (d2A ) = qΓ /(1 − q) exists, we can show that
= (1 − q)((−β + 1)P2A for a given Γ , the solution satisfying the Karush–Kuhn–Tucker
∂ P2
−β−1 conditions (9)–(14) is uniquely determined as the statement of
− β(θ2 − K − c(d2A ))P2A )
−β−1 Proposition 1. Furthermore, the solution explicitly satisfies the
+ λ3 β(∆θ − d2A Γ )P2A = 0, (11) final constraint in problem (8). 
∂L −β −β In Proposition 1, and as intuitively expected, the owner
= −q P1A + λ1 + λ3 P1A = 0, (12)
∂w1 neither gives any bonus for the manager’s bad report θ2 nor
∂L −β audits the manager’s good report θ1 . The investment trigger
= −(1 − q)c0 (d2A )P2A of the high quality project does not change from that of the
∂d2
−β no-agency setting as in the result of [9]. However, the other
+ λ2 + λ3 Γ P2A = 0, (13)
components of the contract and the owner’s strategy changes,
and depending on the auditing cost c( p) and the amount of the
penalty, Γ . Indeed, the contract is classified into three regions.
λ1 w1A = λ2 d2A = 0, λi ≥ 0 (i = 1, 2, 3). (14)
The solution changes from Case A to C via Case B as the
Let us now derive the solution of (9)–(14), depending on penalty Γ becomes larger, as observed in Figs. 1 and 2. In the
whether λi equals zero. If λ1 = λ2 = 0, we have λ3 = q and numerical example, we set the parameter values α = 0, r =
M. Nishihara, T. Shibata / Operations Research Letters 36 (2008) 291–296 295

0.04, σ = 0.2, and K = 1 as in [7], and set P0 = 0.5, θ1 = monotonically decreases to zero (cf. Proposition 4 in [1]). This
0.5, θ2 = 0, q = 0.5, and c(di ) = 0.5di /(1 − di ). Fig. 1 means that a halfway penalty could only be of benefit to the
depicts the expected discounted cost of the bonus and auditing, owner and brings with it inefficiency in terms of social surplus,
(P0 /P1A )β w1A , (P0 /P2A )β c(d2A ), together with the investment while a severe penalty improves social efficiency.
trigger P2A . We do not illustrate quantities P1A , w2A , and d1A
because of P1A = P1∗ , w2A = d1A = 0. 4. Economic insights
Case A is likely to hold if the marginal cost of auditing is
high relative to the penalty Γ , or if the probability of drawing This section gives the motivation of considering both audit
the better project θ1 is low. In this case, the owner pays the and bonus-incentive in the contract described in the previous
whole information rent to the manager without auditing, since section as well as the economic insights extracted from the
the auditing technology does not work at all. Conversely, in results that we obtained in the previous section. To do this, we
Case C, where the penalty is severe and the auditing cost is not shall place our discussion in a real life context.
so high, the owner uses only the auditing system without giving In practice, it is common for firms to employ independent
any bonus to the manager. Case B is the intermediate case. In auditing systems in addition to their internal ones. There are
this case, both the bonus-incentive and the audit are effective three types of independent audits, that is, financial statement
by the trade-off between the auditing cost and the amount of audit, operational audit, and compliance audit. We shall now
the penalty. relate our results to the cases of financial statement audit and
operational audit.
Let us explain the relation between Proposition 1 and the
By the means of a financial statement audit, the owner can
results from previous studies. The solution in Case A coincides
ensure the accuracy of the firm’s financial statements in its
with that of [9], i.e., (6) and (7). Then, it is readily seen that
business report. In other words, the owner attempts to prevent
P2∗ < P2A ≤ P2GW , πoGW (P0 ) ≤ πoA (P0 ) < V ∗ (P0 ), and
the manager from making false statements regarding the firm’s
πmA (P0 ) ≤ πmGW (P0 ), where πoA and πmA denote the owner’s
financial status and figures. When a manager’s outright frauds
and manager’s ex ante option values defined by
such as window-dressing settlement and embezzlement are
 β detected by the audit, the manager is severely punished by
P0
πoA (P0 ) = q (P1∗ + θ1 − K − w1A ) the relevant law (e.g., The Commercial Code, The Corporation
P1∗
!β Law, The Securities and Exchange Law, The Penal Code, etc.
P0 in the case of Japan). A well-known example is the WorldCom
+ (1 − q) (P2A + θ2 − K − c(d2A )) scandal in which its managers were punished for its window-
P2A
 β dressing settlement which led to reported profits higher than the
P0 actual profits. Another example is the Aramark case in which
πmA (P0 ) = q w1A .
P1∗ its managers were charged with the embezzlement involving
underreporting of the company’s vending machine revenues.
Note that πoA and πmA are exactly the same as πoGW and πmGW , For this kind of audit, the penalty Γ is expected to be much
respectively, for Case A. If we assume that Γ = ∆θ and larger than ∆θ, since Γ includes not only the compensation but
c0 (0) = 0, the solution is classified into Case B and agrees also further punishment by the law. Hence, we believe that Case
with that of [14] where the owner can control the penalty Γ to a C in Proposition 1 is appropriate for this situation, even if the
limit ∆θ. Moreover, the solution in Case C converges to that of auditing cost c is somewhat high. Here, the owner simply tries
the first-best no-agency case on letting Γ ↑ +∞. This appears to set the auditing level high enough to prevent the manager
to correspond to Proposition 4 in [1]. from making false financial statements. Another logical finding
We can see from Fig. 1 that P2A monotonically decreases to that we obtained under Case C is that severe penalty Γ brings
P2 = 2 for penalties Γ . Fig. 2 indicates that the owner’s (resp.

small social loss L A (see Fig. 2).
manager’s) ex ante option value πoA (resp. πmA ) monotonically On the other hand, Cases A and B are more likely to
increases (resp. decreases) for Γ . These results can also apply to operational audit than financial statement audit. The
be easily proved, and therefore the proofs are omitted. In purpose of operational audit is usually to assess the manager’s
particular, the monotone increase in the owner’s option value efficiency, instead of detecting explicitly illegal frauds of the
with respect to the amount of the penalty is consistent with manager. When the manager’s inefficient waste is pointed
the maximal punishment principle (see [1,14]). That is, the out by the audit, the owner can force the manager to make
owner imposes the maximum penalty if he/she can determine improvements by transferring a portion of the manager’s profit
the penalty within some limit. to the owner. That is, in this case, Γ can be interpreted as the
We define the social loss L A by L A = V ∗ − (πoA + πmA ) as owner’s punishment imposed on the manager rather than the
in [9]. It should be noted that the social loss L A does not need to punishment by the law. The owner cannot claim Γ larger than
involve the social cost of the punishment, which varies between ∆θ, because the manager’s act is not necessarily illegal in this
different kinds of punishment as mentioned in [2], since the case. Accordingly, it is quite likely that the owner prefers the
optimal contract precludes cheating. The social loss L A , unlike bonus system to operational audit depending on the auditing
the owner’s option value, is not necessarily monotonic for Γ cost. The bonus system often takes the form of stock options in
as observed in Fig. 2, although for sufficiently large Γ , it real life. Note that in this situation the social welfare may be lost
296 M. Nishihara, T. Shibata / Operations Research Letters 36 (2008) 291–296

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Press, Princeton, 1994.
Acknowledgments [8] S. Grenadier, Option exercise games: An application to the equilibrium
investment strategies of firms, Review of Financial Studies 15 (2002)
The authors would like to thank an anonymous referee, 691–721.
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Tony Wong for their helpful comments. This research was Journal of Financial Economics 75 (2005) 493–533.
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