Guest lectures Flashcards

1
Q

Corporate Governance: Nasdaq Baltic listed companies

What is a Corporate governance?

A

Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.

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2
Q

Corporate Governance: Nasdaq Baltic listed companies

Name different Corporate governance structures, common elements

A

(1) Shareholders
(2) Board:
- > oversight
- > strategy
- > supervision
(3) Management:
- >business
- >ethics
- >competitiveness
- > compliance
- >disclosure
(4) Stakeholders:
- > employees
- > banks
- > bondholders
- > regulators
- > suppliers
- > clients
- > business partners

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3
Q

Corporate Governance: Nasdaq Baltic listed companies

What are the main points that the companies should do but do not in Latvia?

A

(1) Ensuring shareholder rights and participation at shareholder meetings
- > the officially written policy for the division of profits has not been issued, but there are certain trends in the division of profits;
- > The main reason for partial and non-compliance is that information about candidates was not available 14 days prior to the meeting, because the list of candidates had not been set at that moment.
- > The main reason for partial and non-compliance is that the regulations has not prepared on the course of shareholders meeting.

(2) Obligations and responsibilities of the board
- > The main reason for this lies in the fact that regulations for the board are prepared, but not published on the website.
- > Mainly due to its size, the companies have not developed the regulations, and the board is operating according to the Commercial Law.
(3) 50% of the board members are independent

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4
Q

Corporate Governance: Nasdaq Baltic listed companies

What are the main points that the companies should do but do not in Estonia?

A

(1) Compensation and charge:
- > the companies does not disclose such information, only the total amount;
- >information is significant and highly sensitive in an environment of competition;
- > such information is not published;
- >there is more dependent members than it is recommended to be (the reason for not being independent is that the members have been at the same position for more than three consecutive years due to their skills and experience that were helpful when the company was growing).

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5
Q

Corporate Governance: Nasdaq Baltic listed companies

What are the main points that the companies should do but do not in Lithuania?

A

(1) Set up of two collegial bodies
(2) Clear separation of management
(3) Supervisory board is preferable in case of only one collegial body
(4) Principles of supervisory board are applicable to only one management board
(5) Chairperson of the management board and CEO are different persons in companies without supervisory board

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6
Q

Corporate Governance: Nasdaq Baltic listed companies

What are independent board members?

A

An independent board of directors is normally made of members who have no material interests in a company. The purpose of an independent board is to make sure members are not influenced by interests in the company. They are there specifically to help a company run honestly and efficiently.

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7
Q

Why good Corporate governance matters?

A

Poorly governed companies will be subject to…
• Higher interest rates (up to 2,5 percentage points or more)
• Will have to ensure higher own contribution
• More intensive monitoring and control regime by the banks, such as being required to submit more regular reports, discuss financial plans more frequently, receive consent for certain investments

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8
Q

Mintos: Martins Valters

What is fintech? And what is the future of fintech?

A

Fintech- computer programs and other technology used to support or enable banking and financial industries.
People’s fundamental needs will not change, but how these needs are met will be profoundly different.

Now differences in:

  1. Lending (many alternative ways to get loans –> more accessible and user-friendly)
  2. Transactions/ payments (many alternative ways to make payments)’
  3. Investments (e.g. app RobinHood offers to invest cost free)
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9
Q

Mintos: Martins Valters

What does Mintos do?

A

Market lending –> cuts out many unnecessary intermediaries

Mintos- marketplace online connecting buyers and sellers (investors with borrowers –> all types of loans).

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10
Q

Does CAPM exist? : Arturs Petrovs

What is RAB (regulatory asset base)?

A

Value of net invested capital for regulatory purposes, calculated on the basis of the rules defined by the Electricity, Gas and Water Authority (the Authority) for determining base revenues for the regulated businesses.

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11
Q

Does CAPM exist? : Arturs Petrovs

What is the difference between pure and hybrid CAMP?

A

Hybrid CAMP also includes:

(1) risk free+current inflation delta +country risk premium
(2) beta + alpha

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12
Q

Does CAPM exist? : Arturs Petrovs

Cost of equity build-up concept

A

risk free: unavoidable risk (ex. death)
country risk: specific geographical risk (ex. mosquitoes)
market risk premium: general environment
beta: exposure to environment (ex. manager and guard in a bank robbery)
alpha: additional risk (ex. hobby)

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13
Q

Does CAPM exist? : Arturs Petrovs

Risk free rate

A

Theory:
Government bonds -> no default risk
Zero coupon bonds -> no reinvestment risk
Includes real rate and inflation

Reality: Only long term bonds have no reinvestment risk as you don't have to think about it. 
Best bonds (AAA): Germany
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14
Q

Does CAPM exist? : Arturs Petrovs

Country risk premium

A

Theory: Includes factors: economic, transfer, exchange location, sovereign and political -> how to measure?

Reality: 2 bonds of different countries: yours and the benchmark -> bond pairing -> compare the excess returns by calculating the spreads -> get the inflation differential

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15
Q

Does CAPM exist? : Arturs Petrovs

Equity risk premium

A

Theory: Bond and equity historical data -> get as large as possible dataset

Reality: decide on how to measure the returns (arithmetic or geometric?), consider financial crises or not -> choose the methodology wisely

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16
Q

Does CAPM exist? : Arturs Petrovs

Beta

A

Theory: risk measure -> covariance with the market

What drives beta? -> operations (sales volatility, size risk), financial leverage, for-casting risk

-> in the long run all betas convert to 1

17
Q

Does CAPM exist? : Arturs Petrovs

Alpha

A

Theory: reflects firm specific risk -> picks up the risk not incorporated into beta - > difficult to measure

Size (by the lecturer) is the only possible thing that can be measured -> divide companies into subgroups and compare their returns -> nevertheless, in the last years small firms have been earning the same amount as the large companies

18
Q

Does CAPM exist? : Arturs Petrovs

Does CAMP exist?

A

Theoretical conclusions are not similar to the markets -> more risk than the CAPM suggests and includes more variables than the original theory suggests

19
Q

Pehr Vissen

In what ways was the funding situation for Bear
different from the rest of the industry?

A

Bear had more repos and short-term financing (overnight). More mortgage-based financing (long-term more expensive)–> not liquid, not safe–> huge liquidity risk. Bear had prime brokerage (provided many services- mergers, acquisitions, traded equities, bonds, provide accounting, etc) –> very interconnected –> if Bear Stearns went under, other firms would too since they were clients to prime brokerage.
Mismatch of its financing given vs received.
Bank-runs- when people decide to take out their money

20
Q

Pehr Vissen

In what ways was the funding situation for JPMC
different?

A

JPMC was more liquid, borrowed long-term and did not have to be out-in-the-market all the time to fund their balance sheet. Had deposits from the general public, hence could borrow from the federal reserve–> interconnected on a smaller level.
Fortress balance sheet- strategy to stay liquid and always gave enough cash (like an insurance if something went wrong).

21
Q

Pehr Vissen

What is a forthess balance sheet?

A

Strategy to stay liquid and always gave enough cash (like an insurance if something went wrong) –> more stable balance sheet.
At that time they had lower return on equity, but in the long run, it paid off in the crises.

22
Q

Pehr Vissen

What were the arguments for saving Bear?

A

Losses would be larger if Bear was not saved since Bear was very interconnected with many other financial institutions–> domino effect would take place.Many uncertainties. If Bear was saved, then saved costs for the society.

23
Q

Pehr Vissen

What were the arguments for not saving Bear?

A

Saving Bear would incentivized other banks to keep taking these actions–> more banks would need saving (perhaps crises would even happen earlier).

24
Q

Pehr Vissen

What happened to Bear?

A

JPMC acquired Bear cheaply to minimze the hazzard. Afterwards price adjusted (increased) and had to pay more for the acquisition (did not want to be sued for mispricing).
Why did JPMC acquired Bear since JPMC always wanted to minimize risk, while Bear was very risky? Possibly wanted to be a good citizen (liked by the society–> good business).

25
Q

Pehr Vissen

Describe the positive loop in case of inflation?

A

Increasing asset prices —> increased equity (house as a collateral becomes more valuable) —> lower counter-party risks (more collateral, hence less risky debt) —-> increased leverage in banks (lend more money since safer debt) —-> buy more assets (from the money borrowed) —> increasing asset prices…

26
Q

Livonia Partners

What is Livonia Partners? Its strategy?

A

Livonia Partners is a dedicated private equity investment firm in the Baltics, currently
managing €83 million Fund. Livonia Partners is focused on leveraged buyout transactions
and it has a hands-on approach to management and turnaround of its portfolio companies.
Livonia’s portfolio currently consists of 7 companies operating in 5 countries and with total revenue of EUR 160 million. Run by founders Rain Lõhmus, Kaido Veske, Kristīne Bērziņa,
and Mindaugas Utkevičius, its investors are domestic and international financial institutions.

Strategy- leveraged buy-outs (growth funding)

27
Q

Livonia Partners

Based on what criteria they choose companies?

A
  1. Experienced management
  2. A leader with global ambitions
  3. Livonia value-added
  4. Robust financials and recession resilient’
  5. Fragmented industry (buy and build)
28
Q

Livonia Partners

Which was the largest/ most expensive private equity acquisition in the Baltics?

A

Blackstone acquisition of Luminor.

29
Q

Livonia Partners

What are the valuation methods?

A
  1. Transaction- earning multiples (in Baltics normally 7-8x EBITDA, normally 10xEBITDA)
  2. Trading- earning multiples
  3. Discounted CFs
  4. Book value of assets
  5. Industry specific KPIs
    However, valuation always largely subjective
30
Q

Livonia Partners

What are their debt level strategies?

A

Optimize D/E to increase IRR (internal rate of return), not tax shields. Boost IRR by using leverage (paying less initially), deferred payments).