Corporate Governance Flashcards

1
Q

what are the two types of business entity structures

A

public
private

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2
Q

example of state owned entity

A

bord na mona

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3
Q

two types of private entities

A

publicly traded
private compnay

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4
Q

two types of public companies

A

wholly state owned
partially publicly traded

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5
Q

what percentage of shares must the state own to be defined as a public entiity

A

> 10%

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6
Q

where are state owned entities an important feature

A

emerging countries

as less rules and regulations in place

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7
Q

what are the two basic corporate governance models

A
  1. shareholder wealth maximisation model
  2. .corporate wealth maximisation model
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8
Q

which corporate gov system is more common is ango american countries eg australia, usa, britain, ireland

A

shareholder wealth maximisation

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9
Q

what are the typical features of the shareholder wealth maxmisation model

A

maximise profits and return them to those who invest

losts of shareholders (dispersed)

investors do not intervene in day to day operations

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10
Q

who represents shareholders

A

board of directors

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11
Q

what is the most important corporate governance issue in shareholder wealth maximisation

A

agency problem

making sure managers are working in shareholders interest

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12
Q

what are some key features of the corporate wealth maximisation model

A

maxmimise not only shareholders wealth but also stakeholders

ownership and control often linked

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13
Q

where is the corporate wealth maximisation model more popular

A

mainland europe

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14
Q

what are the operational goals of a publicly listed firms

A

want stock price to go up

minimise risk to shareholder

shortermism

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15
Q

what are the operational goals of a private companu

A

long term value maximisation

sustainable income

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16
Q

what is impatient capitalism

A

short term action taken by management which are destructive over the long term

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17
Q

what are some core attributes of an effective corporate governance system

A
  • shareholders and stakeholders rights
  • clearly defined manager responsibility
  • accountabilities for these responsabilities
  • fairness and equitable treatment between managers, directors and shareholders
  • transparency and accuracy
18
Q

what role do equity markets play

A

analysts evaluate the performance of the firm

19
Q

what role do debt markets play

A

rating agencies review the ability of the firm to service debt

20
Q

what role do auditors and legal advisors play

A

provide an external opinion as to legality, fairness and standards

21
Q

what does corporate governance aim to do in terms of ceo

A

CEO work is very pivotal

prevent one individual from causing so much distruption

22
Q

if there is little analyst coverage about a firm, how does this effect share price

A

decrease in investments

23
Q

4 types of corporate government regimes

A

market based (equity)
familt based
bank based
government affiliated

24
Q

what two relationships are the key focus of corp gov

A

managers and shareholders

directors and shareholders

25
ways in which managers and shareholders may conflict
- managers use funds to increase their salaries/bonus, no consideration for shareholders interest - managers may make risky decisions that benefit themselves and their short term performance rather than long term value of the company
26
ways in which sharholders and directors may conflict
- when board have close relationships with the managers and so are biased - if board are paid too much they may favour management
27
what is the boards responsibility
approving mergers and aquisiotns approving auditors disciplining/replacing poorly performing managers
28
what are some major requirements under the Sarbanes-Oxley Act
- boards must be majority independent - series of rigorous tests on financial information to detect fraud - CEOs must vouch for validity of financial statements
29
effects of the sarbanes oxley act
increased workload and cost
30
what is the name of the UK coporate governance code
Cadbury report
31
why do most large orgs comply to cadbury
considered best practice not legal to must must explain why if not complying
32
what are the 5 best practices in uk corp gov code
1. leadership - CEO and chairman of board of directors should not be the same 2. effectiveness - board should be large and diverse 3. accountability - reporting 4, renuneration - mix of equity and non 5. relations with shareholers
33
why should boards be diverse
spectrum of people means a better debate and a better decision not pale, male and stale
34
what is a busy board
a board where many of the directors are on multiple boards so cannot commit as much time and effortq
35
why should renumeration be a mix of equity and non equity
long term incentives eg stock options and performance related elements boost performance
36
how should board communicate with shareholders
general meetings
37
who gets swapped out in annual elections
all board members
38
two basis of electing board members
annual and staggered
39
why is there staggered basis
re election can be disruptive need some level of continuity of knowledge and experience
40
what is the problem with not electing new members each year
board directors may build relationships with management and serve their interests