Corporate Governance and Organisation Flashcards

20%

1
Q

Corporate Finance Cycle

A

Corporate Objectives (How to use the returns from investment) ->
Finance decisions (How to raise the money) ->
Investment Choice (How to invest the money) ->

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Different types of business

A

Sole traders (one person, not protected by company)
Partnerships (minimum of two traders, legal agreement to split, no legal protection)
- LLP (Limited Liability Partner) (separate identity with legal protection)
Limited companies (separate identity, owner puts capital in)
- Private (not listed on exchanges)
- Public (needs minimum £50,000 capital, more protection)
- Quoted/unquoted on a stock exchange
Social enterprises/charities (non profit)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Why does a business need finance?

A
  • To deal with financial consequences of adverse events
  • Provides a cushion
  • Build up funds (for expansion etc.)
  • Start-up capital (obtain premises, hire staff, purchase equipment etc.)
  • Cash flow management
  • Demonstrate financial strength
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Golden concepts

A

Short term vs long term
Established vs start up
Prospering or struggling
Size of business
Type of business (assets/liabilities)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Underpins that facilitate Business Finance

A

Support/basis for Business Finance

  • Financial Reporting (reports, accounts, public information for investors)
  • Regulation of financial reporting (to ensure reliability and usefulness, consistency)
  • Corporate governance (arrangement of senior management roles)

Linked to hygiene factor

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Hygiene Factor

A

Factors that will make a worker unhappy if not provided (motivational elements)
Links to ideal situation where employees are motivated, low levels of complaints etc.

Underpins are important because of the hygiene factor - investors and stakeholders need assurance of well-run companies and for information to be available for them to assess financial situations.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Corporate Governance definition

A

System of rules, practices and processed by which a company is directed and controlled
Board of Directors have overall responsibility and are appointed by shareholders

Focuses on
- Transparency
- Accountability
- Long term success
- Probity (ethical behaviour)
- Principles (another card)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Board of Directors

A

Appointed by the shareholders
Have overall repsonsibility
Job:
- Strategic policy
- Manage business
- Report to shareholders

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Stakeholders (named and importance)

A

Internal - business owner/finance providers/shareholders/directors/employees
External - creditors/auditors/customers/suppliers/government

Important because they engage with the corporation in some way or another. Benefits may include dividends, salary, bonuses etc.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Dividend meaning

A

A sum of money paid regularly (typically annually) by a company to its shareholders out of its profits (or reserves)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

External stakeholders (named and the split)

A

Creditors/auditors/customers/suppliers/government

Split into two:
- Daily business (clients, suppliers, financial lenders)
- Analysis (government, tax, public, corporate social responsibility (ESG))

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

ESG meaning

A

Environmental, social and governance

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Sources of Finance - Raising money

A

Internal Finance
- Retained Earnings
- Working Capital

External Finance
- Financial Institutions
- Financial Markets

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

External Finance (examples)

A

Financial Institutions - bank loans
- Merchant banks (deals in commercial loans and investment)
- Commercial banks (for the public)
- Pension funds
- Insurance funds
- Government
- Lottery funds

Financial Markets - sell shares/issue loan stocks
- Money markets
- Capital markets

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Internal Finance

A

Contribute own savings
Gifts/loans from friends/family/others

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Sources of Finance - Resources

A

Non-current assets (long-term assets that have a useful life of more than a year)
- Premises
- Computers
- Other IT equipment

Current assets (held for a short period)
- Data reports
- Working materials

17
Q

Assets (types)

A

Non-current (illiquid assets >1 year)
- Tangible
- Intangible

Current (liquid <1 year)
- Receivables (money owed to company)
- Prepayments (paid for but not yet received)
- Cash

Long-term investments
- Shares (in subsidiaries, associates)
- Pension funds

18
Q

Responsibilities in a company

A

CEO
CFO/Controller
Treasurer

19
Q

CEO

A
  • Reports in to Board of Directors
  • Overall responsibility
20
Q

CFO/Controller (practice question lecture 6 22/01/2025)

A
  • Oversees and makes financial decisions (how should money be raised?)
    |–> Investment/Capital Budgeting (what to invest in?)
  • Is the link between firm’s operations and financial markets
  • Managers from all areas report to CFO
  • Wrong decisions could have severe consequences so should have a clear understanding of available options and the way the markets work
  • Must gather interested parties to understand full implications of investment decisions (project managers, legal experts etc.)
21
Q

Treasurer

A
  • Responsible for company cash
  • Raises new capital
  • Manages relationships (banks, shareholders, investors etc.)
22
Q

Agency theory

A

‘Agency’ - the passing of control/activity from principal to agent

e.g. ‘Principal’ - shareholder
e.g. ‘Agents’ - directors

‘Agency costs’ - economic situation when it has less value than if the principal were to do the activity themselves. (e.g. directors take undue risks, Empire Building - big, not profitable etc.)

23
Q

CAPITAL BUDGETING
look at notes

A

AKA Investment Decision (what is the best investment? how to measure it?)
Necessary because there are so many economic options (unlimited ways to invest)
Involves complex analysis - implications of poor decisions? short term or long term? growth implications?
Many decisions need to be made: time periods, financing methods, alternative capital assets

24
Q

Example Question:
A project costs £1.5m, and is expected to bring in a net cashflow of £500,000 each year for the next 4 years. If the interest rate is 10% p.a. effective, is the project worth doing?

A

(Numbers in thousands)
Consider the present value of future cashflows
= out + inv^1 + inv^2 + inv^3 + inv^4
= -1,500 + 500/(1.1)^1+ 500/(1.1)^2 + 500/(1.1)^3 + 500/(1.1)^4
= +84.95 (84,950)
= As present value is positive return will be at least 10%
= Worth doing!

25
Corporate Objectives - Stakeholders (split)
External Internal - Owners: Shareholders - Agents: Directors - Agents: Managers
26
Corporate Objectives - Shareholder Objectives
Maximise shareholder wealth Achieved through capital gains and dividend payments
27
Capital gains meaning Tax
Profit gained when an investment is sold for more than its purchase price The tax is just on the profit when you sell an asset that's increased in value
28
Corporate Objectives - Shareholder Wealth
Two types to measure: Economic Value Added: - This looks at the yearly profit, adjusted for shareholder return - Measured in terms of shareholder costs (profit > opportunity cost of capital) Market Value Added: - Long term equivalent of EVA - Is based on the market's view of a company's ability to generate profit - Looks at the future stream of discounted EVAs
29
Company Objectives - ESG
Companies have a duty of care and responsibility, and are looking beyond just profit - To make sure operations are efficient and well managed (new products, new tech) - Need to consider the impact on society - Consider externalities (pollution, product safety)
30
Corporate governance (explained diagram)
- Companies have a board of directors and various committees (people who make decisions) - Have to operate within a legal and regulatory framework, as well as in the organisational hierarchy - Large companies have monitoring and internal controls (e.g. audit departments) to be independent and do checks - Companies have to be transparent and hold accountability - Companies have a vision (to align interest between shareholders and board) - Developed into a mission with a strategy (a plan to get to the goal) - Different objectives for different departments, all have smart goals
31
Corporate Governance - the principles
Leadership Effectiveness Accountability Remuneration Shareholder relations (Also transparency, accountability, long term success and probity)
32
Principle - Leadership
The Board governs the company (sets strategic aims, sets standards). Chairman leads the Board Executive directors have operational responsibility (establishes procedures to ensure correct operation)
33
Principle - Effectiveness
A diverse Board A lot of care is put into its appointment, the training, its re-election process Self-review evaluation
34
Principle - Accountability
Internal control and risk management procedures Formal and transparent reporting (legal responsibility to act in a company's best interest)
35
Principle - Remuneration
DEF: money paid for work or a service Directors cannot decide their own salaries (is designed for long term success) Formal and transparent reporting is in place
36
Principle - Shareholder relations
Shareholders are encouraged to participate in meetings Mutual understandings
37
Gilt Yields
Tradable Price is set through supply-demand Fixed interest debt instruments issued by the government (lecture 3 notes)