A company is not just its owners. A bank has lent it money and wants to be repaid. Its staff want pay and secure jobs. The government wants tax, compliance and employment. Customers want quality and price, suppliers want to be paid on time, and the community near the factory wants clean air and decent behaviour. All of them can affect what the company does, and their wishes often conflict.
This topic defines stakeholders, describes the main groups and what each wants, explains the factors that decide whose interests win, and shows the typical conflicts, including the one the whole of corporate governance is built around: the conflict between shareholders and the managers who run the company for them. The next topic covers agency theory.
Stakeholder analysis is a standard scenario skill: you are given a company, asked who has an interest and what each wants, and asked to advise on a conflict. The numbers in this topic show how a conflict can be quantified, for example the cost of a wage increase and the headroom under a loan covenant. Read financial objectives first.
In 30 seconds
Stakeholders are everyone with a vested interest in a company’s activities or performance: shareholders, directors and senior managers, other employees, lenders, the government, customers, suppliers and society. How much influence each has depends on how far its interests can be accommodated alongside others and on its power. Where interests conflict, either a compromise is found or the company acts for the most powerful group.
Typical conflicts: lenders and owners over gearing, government and company over tax, shareholders and employees over pay, profit and environmental spending. The most significant conflict in a large company is between shareholders and directors, the root of agency theory.
Who the stakeholders are, and what they want
Stakeholders are everyone with a vested interest in the activities or performance of a company. The theoretical objective of a private company may be the wealth of its owners. But other individuals and groups have an interest in what the company does and may be able to influence its objectives. They are grouped in categories, each with its own interests.
- Shareholders. They want a suitable return and maximum wealth. Some are long-term investors interested in longer-term share price growth and dividends; others are short-term investors hoping for a quick capital gain or high short-term profit and dividends.
- Directors and senior managers. They lead the company. Their interests are career advancement, higher income, good working conditions and personal wealth.
- Other employees. They want salary or wages, job security and career prospects. They tend to have less influence than the directors, unless they have strong trade union representation or specialist skills the company relies on.
- Lenders. Banks and bondholders want to protect their investment. If the company is heavily in debt, credit risk is a concern: they care about the ability to pay interest and repay the principal, and they do not want the company to borrow even more.
- The government. It regulates commercial activity (as regulator); collects tax on profits, on employment income and on sales; wants the economy to provide employment; and may be a customer, since some companies are major suppliers to the government.
- Customers. They have an interest in the actions of companies whose goods or services they buy and may be able to influence them.
- Suppliers. Major suppliers may have some influence over a company’s actions.
- Society as a whole. Concerns include business ethics, human rights, protection of the environment, preservation of natural resources and avoiding pollution. A poor reputation can lead to public pressure, new legislation or loss of customer support.
Companies therefore often state their objective as increasing shareholder wealth, but subject to satisfying other stakeholders: rewarding employees well, being a good employer, acting ethically and showing concern for social and environmental issues.
What decides whose interests count
The ability of a stakeholder group to influence what the company does depends largely on two things: how far its interests can be accommodated and do not conflict with those of other groups, and the power of the group to determine or influence the company’s objectives and strategies.
A useful way of classifying stakeholders is by power and interest:
- a group with high power and high interest (such as a major shareholder or the lender whose consent is needed) must be managed closely
- high power and low interest, kept satisfied
- low power and high interest, kept informed
- low power and low interest, monitored
Conflicts between stakeholder objectives
Stakeholders’ interests may be incompatible. When they conflict, either a compromise is found so that each group is satisfied partly but not fully, or the company acts in the interests of the most powerful group and the interests of the others are ignored. In practice there is usually a combination: small concessions to some groups while acting mainly for the most powerful.
- Lenders against owners over gearing. The directors and shareholders may prefer to raise new finance by borrowing, because debt is usually cheaper than equity. Existing lenders may feel the company should not borrow more before increasing equity by issuing shares or retaining profit. Loan agreements may therefore contain covenants that limit gearing to a maximum. For example, a covenant allows debt up to 100% of equity. With equity of ₦400m and debt of ₦300m (75%), a further loan of ₦150m would take debt to ₦450m, which is 112.5% and a breach.
The most the company can borrow is ₦400m − ₦300m = ₦100m. - Government against company over tax. The government wants tax on profits; the company wants to minimise its tax within the law.
- Shareholders against employees over pay. A company cannot maximise returns to shareholders and also keep employees contented with high pay. For example, a 5% rise on a payroll of ₦400m costs ₦20m; after tax at 30% the profit falls by ₦14m, which is 14 kobo of earnings on each of 100 million shares.
- Profit against environment. A company cannot maximise short-term profit if it also spends money on environmental protection and safe waste disposal.
The most significant conflict of interest in a large company, especially a public company whose shares are traded on a stock market, is between the shareholders and the board of directors, particularly the executive directors, and other senior managers. This perceived conflict is the foundation of agency theory and of the principles of good corporate governance that developed from it, covered in the next topics.
The ideas in more depth
Why a company cannot please everyone
Resources are limited. A naira paid in wages, tax or dividends cannot be paid to anyone else, so some interests must give way. The task of management is to decide the trade-offs openly and to explain them, and the more powerful the group, the more weight its interests carry.
Why long-term and short-term shareholders differ
A long-term investor wants the company to invest for growth even if this reduces this year’s dividend; a short-term investor wants a quick gain. The same decision, such as a major investment that cuts the dividend, can therefore please one shareholder and not another.
Sources and references
- No accounting standard governs this topic. The legal duties of directors are set out in the Companies and Allied Matters Act 2020 and, for listed companies, in the Nigerian Code of Corporate Governance (see the topic on governance).
These points are stated as at 5 November 2026.
Worked examples
Example 1: a covenant. The covenant limits debt to 100% of equity. Equity is ₦400m and debt ₦300m. Required: the borrowing capacity.
- Maximum debt.
100% × ₦400m = ₦400m. - Headroom.
₦400m − ₦300m = ₦100m.
A loan of ₦150m would be a breach (112.5%).
Example 2: a pay rise. Payroll ₦400m; pay rise 5%; tax 30%; 100m shares. Required: the effect on earnings per share (EPS).
- Extra cost.
5% × ₦400m = ₦20m
after tax ₦20m × 0.70 = ₦14m. - EPS effect.
₦14m ÷ 100m = 14 kobo lower.
Example 3: classifying a group. A trade union represents most employees and has the power to stop production. Required: how to manage it.
- Power and interest. High power, high interest: manage closely, with consultation, because the union can influence strategy.
How to answer in the exam
- Identify the stakeholder groups in the scenario and what each wants, with the evidence from the question.
- Say which conflicts arise and which group has the power.
- Quantify where figures allow, for example the cost of a concession or the headroom under a covenant.
- Recommend a compromise and say how it will be communicated.
Common mistakes in the exam
- Listing stakeholders without stating their interests.
- Forgetting that shareholders are not a single group (short-term and long-term).
- Ignoring the power of each group.
- Not naming the shareholder and director conflict as the most significant.
- Stating that employees always have little power.
- Giving a conflict without saying how it may be resolved.
Quick revision
- Groups: shareholders, directors and senior managers, employees, lenders, government, customers, suppliers, society.
- Influence = accommodation of interests and power.
- Conflicts end in compromise or the most powerful group winning.
- Biggest conflict in a large company: shareholders and directors.
Practice questions
These are original questions written in the style of the Institute’s exams. Try each one before you open the answer. Section A is a recall check, because the paper itself is written.
Recall check: multiple choice
Question 1. Stakeholders are:
- Only the shareholders
- Only the employees
- Everyone with a vested interest in the company’s activities or performance
- Only the directors
Show the answer
C. Including those who are not owners.
Question 2. The main concern of lenders is to:
- Raise the share price
- Protect their investment and be repaid
- Increase wages
- Reduce tax
Show the answer
B. So they watch credit risk and further borrowing.
Question 3. The government is a stakeholder as:
- A regulator, a tax collector, a promoter of employment and sometimes a customer
- A shareholder only
- A supplier only
- A competitor
Show the answer
A. Each role gives it a different interest.
Question 4. A stakeholder group’s influence depends on:
- Its size only
- Its location
- Its age
- How far its interests can be accommodated and its power
Show the answer
D. These two factors decide whose interests win.
Question 5. A loan covenant that limits gearing protects:
- Shareholders
- Lenders
- Employees
- Customers
Show the answer
B. It stops the company borrowing so much that credit risk rises.
Question 6. The most significant stakeholder conflict in a large public company is between:
- Shareholders and directors and senior managers
- Customers and suppliers
- Employees and the government
- Lenders and suppliers
Show the answer
A. It underlies agency theory.
Question 7. Long-term shareholders mainly want:
- A quick gain
- High short-term dividends
- Longer-term share price growth and dividends
- No dividends
Show the answer
C. Short-term investors want quick gains.
Question 8. Employees other than directors want mainly:
- Dividends
- Share options
- Control of the board
- Salary, job security and career prospects
Show the answer
D. Their influence is often lower than the directors’.
Question 9. When stakeholder interests conflict, the outcome is usually:
- No decision
- The shareholders always win
- A compromise, or action for the most powerful group
- The lenders always win
Show the answer
C. Often a mixture of the two.
Question 10. Society as a stakeholder is concerned with:
- Ethics, human rights and the environment
- Dividends
- Interest rates
- Share prices
Show the answer
A. A poor reputation may lead to public pressure.
Section B style: written questions
Question 11 (10 marks). (a) State FIVE categories of stakeholders and what each wants. (5 marks) (b) State the two factors that decide a stakeholder group’s influence. (2 marks) (c) State how conflicts between stakeholders may end. (3 marks)
Question 12 (15 marks). A loan covenant limits debt to 100% of equity. Equity is ₦500m and debt ₦450m. (a) Calculate the current gearing. (3 marks) (b) Calculate the maximum new loan. (4 marks) (c) The directors want a new loan of ₦100m. State whether they may take it and what the lenders’ and shareholders’ positions are. (8 marks)
A further written question
Question 13 (20 marks). Tega Plc has a payroll of ₦600m and 80 million shares; the tax rate is 30%. The trade union demands a 4% pay rise. The directors’ bonus depends on EPS, the bank has a covenant on gearing, and the government has told the company to cut emissions at a cost of ₦150m.
(a) Calculate the cost of the pay rise and its effect on EPS. (6 marks) (b) Identify the stakeholder groups and the conflicts. (8 marks) (c) State the power and interest of the union and how to manage it. (3 marks) (d) Recommend a compromise. (3 marks)
Model answers
Show the model answer to Question 11
(a) (1 mark each, any five) Shareholders:
- return and wealth
- directors and senior managers: career, income, personal wealth
- employees: pay, job security, prospects
- lenders: protection of the investment
- government: regulation, tax, employment
- customers: quality and price
- suppliers: payment
- society: ethics and the environment
(b) How far their interests can be accommodated with those of others (1) and their power to influence the company (1).
(c) A compromise (1); action for the most powerful group (1); or a combination (1).
Show the model answer to Question 12
(a) ₦450m ÷ ₦500m = 90% (3).
(b)
- Maximum debt 100% × ₦500m = ₦500m
- headroom ₦500m − ₦450m = ₦50m (4).
(c) A loan of ₦100m would take debt to ₦550m, which is 110% of equity and a breach (3). The lenders want to protect their investment and could demand repayment (2), while the shareholders and directors may prefer cheap debt to a share issue (1). The company should raise equity or retain profit first (2).
Show the model answer to Question 13
(a)
- Cost 4% × ₦600m = ₦24m (2)
- after tax ₦24m × 0.70 = ₦16.8m (2)
- EPS effect ₦16.8m ÷ 80m = 21 kobo lower (2).
(b) Employees want the pay rise, against the shareholders’ return (2). The directors’ bonus depends on EPS, so they have a personal interest against the rise (2). The bank wants gearing kept within the covenant, which limits borrowing to fund the cost (2). The government wants emissions reduced at a cost of ₦150m, which conflicts with short-term profit (2).
(c) A union that can stop production has high power and high interest (1.5), so it should be managed closely, by consultation and negotiation (1.5).
(d) A smaller rise, phased, linked to productivity or profit (1.5), and a phased emissions programme with an explanation to shareholders and the bank (1.5).
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