Intro to financial management and corporate governance Flashcards
What are the three pillars or areas of corporate finance?
Investment
Financing
Liquidity
What is the role of a financial manager in a corporation?
To make decisions on: 1. Investment and
Capital budgeting
2.Financing
and capital structure
3. Working Capital Management
All three roles are interconnected and interdependent
Objective of financial managers is to achieve optimal allocation of the scarce resources available to them.
Define the accounting function
Allows managers to assess performance, risk of firm and decide on future corporate activity
Give six examples of financial management goals
maximise profits maximise sales earning growth survive avoid distress be the best
Why are profitability and risk control not compatible financial management goals?
They are contradictory and cannot both be achieved at once
Why is maximising profits not necessarily a good financial goal
It is not necessarily in shareholders best interests. This goal is vague and can hurt long term profits as managers may sacrifice long term profits to get a good figure on the income statement. ex: cutting R&D department is not good for company but it maximises profits
What should influence a companys financial goals
Stakeholders of that corporation rather than the firms mission
Define a stakeholder
Someone other than shareholders or creditors who potentially has a claim on the cash flows of the firm
What should be the goal of financial management?
Maximise the value of the company (market value) of the existing owners equity - wealth maximisation for those who provide capital to the business
What are the traits of a sole proprietorship?
Owned and managed by one person
Easy to form
Profit is taxed as personal income
Unlimited Liability
Life of a company linked to the owners life
Limited funding - personal wealth is the limit
Name three different forms of business
Sole proprietorship, partnership, limited corporation
What are the traits of a partnership?
2 or more owners
Easy to form - need partnership agreement
Limited + unlimited partners
Its terminated if a partner dies or leaves
Difficult to raise the capital
Profit is taxed as personal income
Controlled by general partners
What are the traits of a limited corporation?
Limited liability
Articles and Memorandum of incorporation required
Double taxation - corporation tax and dividends
Board of Directors
Life of Company hypothetically unlimited
Define unlimited liability
Assets are liable as payment to creditors
Define a Limited partnership
Partnership that has some general partners who run the partnership and some limited partners who are not active participants in the game
Define corporate governance
How a business manages itself
What is the difference in a single tier country to a two tier country about the Board of Directors
In single tier - shareholders dircectly elect the BOD
In two tier country - Shareholder elect a supervisory board who then elect BOD, not directly elected by shareholders
Define agency cost
Cost of resolving problematic agency relationships
What issue does agency theory examine?
The relationship between managers and owners and any conflict of interest in this relationship
Why is it important in a public corporation rather than a private corporation?
For private firms those who manage the firm also own the firm
What two types of agency problems are there?
Conflicts of interest in relationship between management and shareholders
Conflict of Interest in relationship between majority shareholders and minority investors
Can shareholders control managers?
Through the elected directors
What are the costs of Agency theory problems 1 (M&Owners)
Direct Costs:
Corporate expenditure benefiting managers ex: expensive excessive hotels
Expenses to monitor and control managers ex: auditors
Indirect: Lost opportunities
Why must managers be kept in check with examples
Managers unchecked would maximises resources they have control over in the business
Ex: Enron scandal or Luckin coffee accounting scandal
What are some possible solutions to agency problem type 1 (M&Owners)
Managers pay is linked to share value
Changes to voting systems for BOD
Explain using case study the solution of linking manager pay to share value for agency problem one
In US managers have a lot of economic incentive to increase share value
In EU not as much emphasis on this. Not a lot of stock option pay across Europe
Explain how many votes each owner gets in a firm and name two type of voting
1 share is 1 vote for Board voting system
Two types of voting are cumulative and straight voting
Explain cumulative voting, its benefits and how it works
Shareholders may cast all votes for one member of BOD
Directors are elected all at once
More seats means it’s easier to get a seat because with N directors up for election you need 1/N+1 % plus one share of votes to guarantee a seat
There is not as much power for dominant shareholders in this way of voting
Explain staggered election and it’s effects
Staggered election means fraction of directorships are up for election at a particular time. Limits minority power to elect director with cumulative voting.
Staggering makes takeover attempts less likely to succeed
Provides institutional memory - continuity on BOD
Define proxy voting
Proxy is the grant of authority by shareholder to someone else to vote his or her shares, Management often tries to get more proxies transferred to them to vote.
What is and when would a proxy fight happen?
If shareholders are unhappy with management a proxy fight can happen - outside shareholders can get more proxy to elect more directors on the board
Explain how dividends work in a corporation
Dividend is only paid if declared by the boar dof directors - not a firm liability
Paid out of the corporations after-tax profits
Shareholder prefer dividends as it acts as a form of discipline on managers
Explain agency problem type 2 with majority and minority shareholders - explain types of problems with an example
Controlling shareholder makes one of her firms trade on attractive terms with another of her firms - related party transaction and it’s self benefiting
Controlling shareholder can force firm to declare a large dividend if they need cash
Ex: Problems could arise in Tullow Oil plc as it has a very complex ownership structure
Name some standard sources of financing
Private investors, bank loans, equity, bonds, short term financing
Explain shadow banking
Set of financial intermediaries that lie outside the realm of traditional banks. ex:
Explain project finance
Financing of long-term infrastructure, industrial projects, public services based upon projected cash flows of the project. Debt and equity used to finance the project are paid from cash flow generated by the project. It’s off balance sheet so is quite popular
Explain crowdfunding
Funding venture by raising small amounts of money from a large number of people ex: via the internet
Explain microfinance
Financial services targeting individuals and small businesses who lack access to conventional banking and related services
Explain primary markets
Original sale of securities by governments and corporations. Direct trading to the public or private individuals
Explain secondary market
Securities bought and sold after the original sale. Investor to investor. Owners sell to one another and the corporation is not involved
What is an underwriter
Underwriter is a seller. Usually a bank or institution that publicise shares to be issued
Explain why an underwriter syndicate would be formed
Group is formed because selling shares is a risky process as may not be sold - it spreads risk
Most lose money selling some shares at loss on secondary market
Define a dealer market
When a dealer buys shares and sells them at their won risk. The bid-ask spread is the difference in price and is the dealer profit
Define auction markets
They have no dealer. They match a buyer to a seller
Define ECN
Electronic communication network - for listing shares
Define Over the counter Markets
Off- exchange trading is done directly between two parties with no supervision of exchange
Name three types of trading on secondary markets
Listing
Dealer markets
Auction markets
