16 - ESG Considerations in Investment Analysis Flashcards
Corporate ownership structures can be classified as
concentrated, dispersed, or a hybrid
concentrated ownership
single shareholder or a group of shareholders have control over the corporation
Dispersed ownership
shareholders are numerous and none has control
vertical ownership
where the group has a controlling interest in holding companies, which in turn have controlling interests in operating companies
horizontal ownership
where companies with common suppliers or customers cross-hold each other’s shares
minority shareholder (i.e., holding less than 50% of shares) could have control of a corporation through
vertical ownership or a horizontal ownership arrangement
Dispersed ownership and dispersed voting power
shareholders (called weak shareholders) do not hold power over managers (called strong managers).
principal–agent conflict is likely
principal–agent conflict
shareholders want shareholder value maximized, while managers may use the firm’s resources to their own advantage
Concentrated ownership and concentrated voting power
“strong” shareholders hold power over minority shareholders and “weak” managers
principal–principal problem may arise
principal–principal problem
controlling owners can take advantage of firm resources to the detriment of minority owners.
Dispersed ownership and concentrated voting power
controlling shareholders gain control over other minority shareholders through pyramid structures or dual-class shares, despite the controlling shareholders having less-than-majority ownership
Concentrated ownership and dispersed voting power
occurs in the presence of voting caps, where the voting rights of large share positions are restricted
Some of the major ownership structure factors that impact corporate governance include:
Director independence
Board structures.
Special voting arrangements
Corporate governance codes, laws, and listing requirements
Stewardship codes.
Director independence.
When a board member has no significant remuneration, ownership, or employment relationship with the firm, the board member is considered independent. I
Board structures
Boards of directors can generally be categorized as one- or two-tier