ERM Chapter 11 Flashcards

1
Q

Name five categories of company stakeholder.

A
  1. Principal - contribute capital and/or expect a return e.g. shareholders/debtholders, customers, government, insurance market, financial market.
  2. Agency - paid by principals to perform a specific role on their behalf e.g. directors, pension scheme trustees/administrators, managers, employees, auditors, investment managers.
  3. Controlling - supervise the principals or their agents e.g. professional bodies, regulators, industry bodies, government.
  4. Advisory - advise the principals or their agents e.g. actuaries, lawyers, credit rating agencies, investment advisors, shareholder service providers.
  5. Incidental - affected by the behaviour and actions of the principal or their agents e.g. creditors, suppliers and other business partners, general public, media.
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2
Q

Outline shareholders role in ERM.

A

Shareholders seek a good return on their investments considering the inherent degree of risk. They have a strong interest in protecting against any events that could cause a collapse in the share price, but equally may seek value creation through risk-taking.
Depending on the strategy of the investor, some may prefer short-term gain whilst others may prefer long-term gain.
They are reliant on directors and auditors to safeguard their investment, and have relatively limited power until problems become significant. Many shareholders are turning to shareholder service providers, and by subcontracting their responsibilities to these organisations they become more influential and vocal on controversial matters.

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3
Q

Outline the role of shareholder services/proxy advisors and explain the concerns that might be raised about their role.

A

These institutions act on behalf of shareholders to:

  • express considered views on the company e.g. on corporate governance, board composition and remuneration
  • (optionally) manage their proxy voting

Concerns include:

  • having power, but no responsibility, thus having influence on a high proportion of voters but no interest in the outcome of the vote.
  • potential conflict of interest - some firms provide consulting and other services to the companies on which they are making voting recommendations.
  • ‘tick-box’ methodology, where a common template is applied to all firms with little consideration given to the qualitative aspects of the individual circumstances of each company.
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4
Q

Outline the interests of customers and policyholders.

A

Seek both good value for money and security of the company in order that it provides the products and services expected. Individually customers are very weak, but collectively they have greater power, particularly when supported by customer advocacy groups (although often after an adverse event).

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5
Q

What are the key aspects of customer management?

A

Acquiring new customers - improvements in attracting and retaining the right customers can significantly increase the value of a business. High customer turnover rates are common, and it is cheaper to retain an existing customer than recruit a new one, so retention is important. Long-term customers are particularly valuable as they are more likely to purchase larger quantities, be less price-sensitive and more likely to recommend the company to other potential customers.

Retaining customer loyalty - dissatisfied customers will go elsewhere and may also dissuade potential customers from purchasing. It is not sufficient merely to satisfy a customer, some may still go elsewhere. Companies need to perform sufficiently well to retain the customer’s loyalty.

Knowing your customer - customer surveys, feedback and data mining are all useful ways of learning about a company’s customers and hence improve retention. However, privacy may be an issue.

Effective crisis management - a crisis generally damages reputation, however if handled well it may enhance reputation. Contingency plans should be in place before a crisis occurs. When a crisis does occur, a company should not try to cover it up, should act swiftly to resolve it, should keep stakeholders informed, and focus on the long-term future of the business.

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6
Q

Outline the interests of directors.

A

Have a need to balance the needs of other stakeholders with their own personal goals, which may be influenced by remuneration. They have a significant duty of care w.r.t. RM and must therefore ensure they fully understand the business and are able and willing to challenge management decisions.
Directors need to ensure the company remains compliant with all relevant regulation. Some are purely responsible for safeguarding the interests of shareholders, whilst others also hold roles within the firm (executive directors) and so can be considered to some extent as employees.

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7
Q

Give an example of an interest of NED that conflicts with shareholders.

A

e.g. the need to maintain their directorship and remuneration.

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8
Q

Outline the role of employees in ERM.

A

Employees have a key role in ERM as part of the day-to-day process throughout the whole organisation. The continued profitability and security of the company are directly related to the security of the individual’s job and benefits.

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9
Q

Give examples of the types of employees that might present a higher agency risk.

A

The risk perspective of employees should be similar to that of shareholders, as they act as agents. However, the further down the employee is, the more likely they are to act on their own rather than in the interests of the anonymous shareholders.
Members of unions may present additional operational risk due to the possibility of strikes and demanding of standardised wage arrangements.
‘Free agents’ (those that are self-employed or could be if they wished so) are less likely to align their interests with those of the company.

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10
Q

What are the key aspects of employee management?

A

Recruitment - companies need to identify and recruit the right individuals. Cash compensation is important, but other incentives and benefits such as pensions can make a substantial difference.

Staff retention, promoting and training - employee turnover can be costly, as skills and knowledge are lost , and employees may go to competitors, strengthening their positions. Morale, retention and productivity can be improved by career development programmes and continual training. It is important that employees feel valued and achievements are recognised.

Dismissal and resignations - large-scale redundancies adversely affect morale and can lead to voluntary resignations of highly-valued employees. In some circumstances a managed programme of dismissals, e.g. up or out, can increase employee motivation. Exit interviews are a valuable way of finding out why employees are leaving.

Aligning interests - there are two key groups of employees for which it is particularly important to align interests with those of shareholders:

  • CRF, led by the CRO, who assess the level of risk across the organisation and enforce RM policies
  • the pricing teams, who are instrumental in ensuring the profitability of the company.
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11
Q

Outline the role of regulators.

A

Regulators need to ensure that companies comply with relevant regulatory standards and aim to protect the stability of companies. Getting the right balance is important - sufficient controls to protect stakeholders, particularly customers and policyholders, but not so restrictive that the market is constrained and cannot operate freely and efficiently.
There is also a need for an appropriate intervention process, which assures issues are dealt with in good time but also allow opportunity for correction and improvement, thus hopefully avoiding closing down operations unnecessarily.

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12
Q

Outline the role of governments.

A

Set regulations and legislation, and intervene more dramatically when companies get into trouble. They may act as a lender of last resort or, in more extreme circumstances could force nationalisation of a company which would otherwise fail e.g. Fannie Mae and Freddie Mac in the USA.

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13
Q

List four key risks faced by governments.

A
  1. Insufficient tax revenues
  2. Inappropriate insolvencies - in particular the failure of strategically important organisations.
  3. Regulatory arbitrage
  4. Electoral losses
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14
Q

Outline the role of professional advisers.

A

External auditors perform annual reviews of accounts, and this should include assessments of the inherent risks and the ways in which those risks are managed. They have a duty to report openly and honestly on the state of the company on behalf of shareholders and regulators. The effectiveness of risk assessment may depend on the degree of disclosure and the extent to which issues are hidden by management.
Other professional advisers may be asked from time to time to investigate and report on specific matters, to provide assurance to various stakeholders. They bring independent technical expertise and industry benchmarking information.

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15
Q

List three key risks faced by professional advisers.

A
  1. Reputational risk
  2. Risk of litigation
  3. Conflict of interest e.g. the same accounting firm providing both audit services and more lucrative consulting services to the same client.
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16
Q

Outline the role of credit rating agencies.

A

Act as gatekeepers to companies wishing to raise capital. They have a strong influence on the share price and can influence the views of external observers. They now place greater emphasis on RM. Conflicts may arise from needing to protect their reputation and how their income is generated.

17
Q

Outline two key risks faced by credit rating agencies.

A
  1. Reputational risk

2. Conflict of interest

18
Q

Outline the role of creditors.

A

Creditors require repayment of the monies owed to them, and therefore are predominately interested in the security of the company over the repayment term. In times of difficulty, banks or other suppliers may waive interest payments, or decide to foreclose in order to secure repayment of part of the capital.

19
Q

Outline the key risks faced by bondholders and trade creditors in times of difficulty.

A
Risks depend on the seniority of debt, and the presence of any security or covenants. Private debt, often in the form of a bank facility, is not easily traded and therefore illiquid and more risky.
Issues include:
- taxation
- risk of eventual insolvency, and 
- agency costs
20
Q

Outline the roles of subcontractors and suppliers.

A

Affected directly by the failure of a company or its processes in respect of future income, as well as in their role as potential creditors. Similarly, the company itself is at risk of failure of subcontractors and suppliers, particularly where the cost of replacement is high.

21
Q

Outline the roles of the trustees and beneficiaries of the pension scheme.

A

Pension scheme trustees, members and dependents demand security of the pension scheme, which is dependent upon the overall financial security of the sponsoring company. There is a need to balance scheme security with the cost of benefit provision - the sponsor could choose a weak scheme rather than increase contributions, which may not be in the best interest of active members.

22
Q

Discuss the risk perspectives of:

  • defined contribution scheme members
  • defined benefit scheme members vs scheme sponsors
  • scheme trustees
A
  • Risk perspective of DC scheme members is generally that of a policyholder or an investor. They may share similarities with creditors, for example, if employers’ contributions are unpaid.
  • Risk perspective of DB scheme members is more akin to those of debtholders or customers. Scheme sponsors have a perspective similar to that of an equity provider in that they benefit from any surplus, but may need to provide additional funds.
  • Scheme trustees share the same perspective as members as they act as the members’ agent. There may be conflicts of interest depending on their other relationships to the scheme (e.g. as a member, or employee of the sponsoring company).
23
Q

Outline the role of the general public.

A

The general public have interests through being shareholders, bondholders, employees, pension scheme members, existing customers, prospective future customers, taxpayers or dependents of any of the above.
The public can be heavily influenced in their assessment of organisations and of risk events by the way in which they are reported. Expansion of internet and related technologies mean the speed and geographical spread of the distribution of information and opinions. It can be debated whether the media have a duty to ensure that reporting is responsible and in the public interest, as irresponsible reporting can exacerbate the reactions of those with limited access to other information or limited expertise.

24
Q

List the potential benefits and potential pitfalls of strategic alliances.

A

Benefits:

  • faster product development
  • access to new markets
  • sharing of financial risks
  • benefit from economies of scale

Pitfalls:

  • conflicts of interest
  • waste of resources
  • damage to reputation
  • loss of intellectual capital and disputes over intellectual property
25
Q

Outline how the separation of ownership form management can be beneficial.

A
  • enables those with expertise in running a business to have decision-making responsibilities, without requiring them to invest capital
  • enables individuals or institutions to invest without getting involved in the day-to-day running of the company
  • enable continuity of management despite frequent changes in ownership
26
Q

What is agency risk?

A

The risk that management do not act in the interests of owners, coupled with the risks arising from the misalignment of interests of other groups of stakeholders. The difficulties that arise under conditions of incomplete and asymmetric information when a principal hires an agent.
The costs arising from these risks are referred to as agency costs. These can include costs associated with mitigating agency risk, such as developing astute and robust remuneration and rewards schemes, monitoring the actions of others, and seeking to influence their actions. This also includes the actual losses from these actions.

27
Q

Provide examples of agency risks.

A
  • Management being compensated based on short-term profit rather than longer term investment.
  • Investment bankers being handsomely rewards for good results, yet the downside for poor performance is limited.
28
Q

What is dominant CEO risk?

A

The risk that an institution has a very dominant CEO, and they surround themselves with ‘yes’ people, who try and win favour with the CEO irrespective of the risks that their decisions generate for shareholders and other stakeholders. This can also occur further down the hierarchy, in the form of a very dominant manager or team leader.

29
Q

How may regulators and the government have misalignment of interest with the general public?

A

Financial crises typically result in greater regulation and higher remuneration for regulators. The absence of direct penalties to regulators from failure to regulate the market and market participants properly can result in dysfunction and further misalign their interests with those of the market and the general public.
Due to their inherent interest to get re-elected, politicians can aim to support policies that upset the least number of people in the short-term, rather than those that are the best long-term solutions.