Corporate Issuers Flashcards
Refers to integrating social or environmental considerations in general into investment decisions:
Responsible/sustainable investing
Negative screening refers to :
excluding specific companies or industries from portfolio consideration based on ESG factors
Positive screening refers to:
including/identifying companies or industries for portfolio consideration based on ESG factors
According to this theory:
The focus of corporate governance is managing conflicts of interest among owners and several groups that have an interest in a company’s activities, including creditors
Stakeholder theory
Under this theory:
The primary focus of corporate governance is to manage the the activities of a firm in the best interest of it’s** owners**
Shareholder Theory
Foscus: Maximizing shareholder profits/value
Conflicts of interest, under shareholder theory, arise between:
shareholders (owners) and managers of a company
Information asymmetry arises between _____ and _____, and decreases their ability to _____ and _____ whether _____ are acting in their best interest
shareholders and managers;
monitor and evaluate whether the managers are acting in their best interests
Effective stakeholder management consists of:
1.
2.
effective communication with stakeholders
good understanding of all the stakeholder’s interests
An agreement between a company and a labor union, is considered part of the company’s:
Organizational infrastructure, of corporate governance
Which type of voting allows minority stockholders greater representation on the BOD?
Cumulative voting
The type of resolution most likely to require a supermajority of shareholder votes for passage is a resolution to:
mergers/acquisition
Ordinary resolutions include:
& require a ____ vote
approval of auditor and election of BOD
simple majority vote
In a two-tier BOD, the ____ are independent of the supervisory board:
Executive directors (make up the management board)
This BOD committee
reviews proposals for large acquisitions or projects and also monitors the performance of acquired assets and of projects requiring large capital expenditures
investment committee
Corporate governance is the system of ______ and _____ by which individual companies are managed.
internal control and procedures
Corporate governance uses checks, balances, and incentives to achieve a goal of:
* minimizing
* managing
- minimizing principal agent conflicts
- manage conflicting interests between insiders and external shareholders
Which stakeholder group tends to the less concerned with/affected by a company’s financial performance?
customers
In the context of of a corporation, who are the players in a principal-agent conflict?
principal: shareholders (owners)
agent: management & BOD
The most common principal agent conflict:
- Shareholders prefer:
- Managers prefer
Risk tolerance
* shareholders prefer more risk
* managers prefer less risk because they have more stake in the game on the firm’s performance, since their employment is dependent on the firm, where shareholder’s hold diversified portfolios
Straight voting means one share, one vote, which leaves minority shareholders with much less representation and can be an example of an:
agency conflict
This type of voting:
facilitates shareholder activism
Cumulative
by allowing shareholders to accumulate and vote all their shares for a single candidate in an election involving more than one candidate
In recent trends of corporate governance, most firms are expanding the scope to consider the interests of:
employees, customers, and suppliers
Ensuring a company has an appropriate enterprise risk management system is a responsibility of:
BOD
The two roles that should be separated to prevent too much executive power.
CEO & board chair
T/F: The board has the authority to select and terminate senior management
True
- Allows for some shares to be entitled to several votes/share, while others only have one vote/share
- Aligns economics ownership with control of:
- Promotes company stability by:
Dual-class structure:
* Allows for some shares to be entitled to several votes/share, while others only have one vote/share
* Aligns economic ownership with control of the founding shareholders
* Promotes company stability by being controlled by a consistent group (family)
ESG approach to achieving one goal/factor
thematic
Refers to promoting a specific social or environmental goal through investment actions, which may include investing in a particular project:
Impact investing
Like investing in green financing
Green financing is an example of ____ investing, by producing ______ growth in a sustainable way
impact investing
produces economic growth in a sustainable way
ESG considerations may conflict with fiduciary duty if they result in the manager accepting:
Lower returns or higher risk than they otherwise would
Using ESG factors in estimating the risk and returns of a company is not considered a violation of a manager’s fiduciary duty to clients and beneficiaries.
The manager may consider ESG in the anlysis of the company’s risk & return, but there is conflict of a manger’s fiduciary duty if integrating ESG differs from the stated portfolio objectives (Risk & Return)
A value-based appraoch would include:
Avoidance of companies that conflict with moral or ethical values
This approach:
- Refers to considering ESG-related risks and opportunities alongside traditional investment considerations
- Objective: mitigating risks & identifying opportunities
A “value-based” approach to ESG investing
A values based **investment objective: **
- Investment decisions express an investor’s:
Expresses the investor’s ethical beliefs through investment decisions
the framework defining rights, roles, and responsibilities of groups
Corporate governance
Covenants protect the interests of:
creditors
Proxy voting and restrictions on related party transactions are measures that protect _____ interest
shareholder’s
Help to protect management from shareholder pressures and function as a takeover defense
cross-shareholding
Equity performance components, like stock options, included in executive remuneration plans are good or bad?
Good; helps to better align the interests of executives and investors
Best-in class approach to ESG investing:
- Selecting firms with the best ESG practices within:
- Preserves the:
- Selecting firms with the best ESG practices within each sector
- Preserve the sector weightings of the benchmark portfolio
- Uses positive screening
The process of planning expenditures on assets where the cash flows to the firm are expected to be greater than 1 year:
Capital allocation
Making good capital allocation decisions must be consistent with the manager’s primary goal of:
maximizing shareholder value
Are interest costs included in the estimate of the incremental cash flows from an investment?
No. Costs to finance the investment are taken into account when the cash flows are discounted at the appropriate cost of capital;
including interest costs in the cash flows would result in double-counting the cost of debt
Should sunk costs be considered in a project/s cash flows?
Sunk costs should not be considered when analyzing a project’s cash flows
These costs are not affected by the accept/reject decision because they cannot be avoided
Ex: R & D
The effects on other firm cash flows, when accepting a project:
externatilites
A common example of a ____ externality is cannibalization, which occurs when:
negative externality because the new project takes sales from an existing one
Cash flows are based on:
opportunity costs
Cash flows are analyzed on a basis of:
after tax basis
the impacts of taxes must be considered when analyzing all capital allocation projects
Financing costs, like interest payments, are reflected in the project’s:
Required rate of return (discount rate) & therefore should not be included in the incremental cash flows
The net present value (NPV) of an investment is equal to the sum of the expected cash flows discounted at the:
opportunity cost of capital
When NPV is negative, the IRR
IRR < Discount rate
IRR is the discount rate that makes the net present value:
IRR is the discount rate that results in: NPV = 0
IRR is the discount rate to make PV inflows = PV outflows
ROIC can be compared to a company’s WACC to indicate:
whether the company has increased or decreased the firm value over time
When NPV is postitive, the ROIC is greater than the cost of capital, and these projects are providng returns greater than the:
opportunity cost of capital
When comparing ROIC and cost of capital, if all projects have a positive NPV, ROIC is:
ROIC > cost of capital
A direct measure of the expected change in firm value from undertaking a project:
NPV
____ is related to share value; and should cause a proportionate increase in a company’s stock price, of _____/shares outstanding, but other factors are related
NPV
NPV per shares outstanding