Lecture 2 Flashcards

1
Q

Shareholders

A

Are the residual owner of the firm

Have voting rights about firm decisions

Nominate board of directors

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

Challenges of sharholders

A

Inclomplete contract

Separation of ownership and control

Managers pursue self-interest

Information asymmetry

Hard to monitor and verify

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

Agency costs in the corporate world

A

CEO pursuing self interest

Shirking

Management perks

Tunneling

Management entrenchment

Excessive risk taking:

Empire building

Accounting frauds

Agemncy problems within organizations are costly too!! management accounting addresses this!

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

Shirking

A

Even talented managers may find themselves slacking if not properly disciplined

Extremely hard to monitor someone with unique skills and knowledge

This is why such a person is hired

It requires an expert to monitor an expert

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

CEO perks

A

Executives tend to over-spend on perks

Fancy offices

Corporate jets

Dinners

Parties

(Paper by david yermack)

Identify wasteful spending by corporate jet usage disclosure for personal purposes

High usage firms suffer badly

Even more than direct costs associated

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

Tunneling

A

The transfer of assets and profits out of firms for the beneift of those who control them

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

Tunneling (expropriation of funds)

A

Managerial theft of corporate assets

Favoring companies owned themselves or by relatives

Excessive compensation

Limiting shareholders voting rights

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

FTX scandal

A

FTX, the leading crypto currency exchange

Founder sam bankman-fried (SBF) has transferred 2 billion from FTX entities for personal use

SBF and five members of his inner circle transferred 3,2 billion into their personal accounts in the forms of payments and loans

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

Management entrenchment (Takeover prevention)

A

Management could protect their control right in the following anti takeover mechanisms

Poison pill

golden parachute

Staggered board

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

Poison pills

A

To allow existing shareholders to purchase extra shares at discount - to dilute shares

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

Golden parachute

A

To give generous payment to executives after acquisition

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

Staggered board

A

Classify board to prevent board being replaced at once

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

Twitter poison pill example

A

Twitters management launched poison pills to fight the hostile takeover by elon must

The poison pill allowed existing shareholders to buy twitters shares at a discount

The aim is to dilute the shareholding of an unwelcomed bidder

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

Empire building (managerial incentive)

A

Prestige of managing a big company

Job security

Complexity of firm structure frustrates monitoring

Empire building is the pursuit to enlarge the size, scope, and influence of an individual or organization’s power. Increasing market share, buying power, or deal-making influence are all elements to empire building

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

Accounting frauds

A

Many compensation targets are linked to short term financial performance of the firm

Managerial incentives to

Inflate current profits (at the expense of future profits)

Inflate expectations (over emphasize good news)

Hide or delay bad news (till after crucial date)

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

Unauthorized risky trading

A

The rogue trader nick leeson brough down baring banks

or

The london whale derivative trader of JPmorgan that lost 6 billion

17
Q

Agency costs in the aggregate

A

Underdeveloped capital markets

over reliant on bank finance

Concentrated share ownership

Discounted share prices

18
Q

The dutch east indian company (VOC) 1602-1799

A

The first publicly listed company

Equity value of 6,5 million guilders

70 biggest shareholders appointed 17 board of directors

10 years no dividends no accounting disclosure

Origin of hte worlds first stock exchange future market and short selling

VOC also shaped the corporate governance structure today

19
Q

VOC shaped the corporate governance structure

A

First short seller and shareholder activist isaac le maire

VOC revised charter under shareholder pressure in 1622

Financial disclosure regularly
Shareholders appoint independent auditors
All shareholders have equal voting rights
Limited term for directors

20
Q

Board diversity

A

Gender, skill and cultural diversity

21
Q

Board independence

A

Not as independent as it seems CEO power

22
Q

Performance based compensation

A

Base salary

Cash bonuses

Stock options

Stocks

Long term incentive plan (based on 3-5 year rolling average performance)

Retirement plans

23
Q

Financial disclosure (mandatory)

A

Standard format according to generally accepted accounting principles (GAAP)

Disclosing non-financial risks that may affecet shareholder value

24
Q

Non financial disclosure

A

CSR reports

Global reporting initiative

Climate related disclosure (SEC, EU)

25
Q

Audit quality:

A

Independence (Pay model, cross selling incentives, audit tenure, audit career at clients organization)

Time pressure

Ethics

26
Q

Credit rating agencies

A

Paid by the issuing company (of corporate bond)

Provide rating on the financial solvency of the company

Heavily regulated since the financial crisis in 2008

27
Q

Governance rating agencies

A

Paid by investors

Provide rating on the corporate governance quality

28
Q

ESG rating agencies

A

Paid by investors

Provide rating on the ESG impact firms profitability

Many players in an unregulated market

29
Q

Institutional investors have the resources, the incentive and bargaining power to influence management on

A

Corporate governance:

CEO hiring/firing compensation

BOard structure

Investment/divest strategies

Environment

Social issues

30
Q

Corporate governance code

A

Stewardship role of CEO and board members

31
Q

Legal origin and shareholder protection

A

Common law vs. code law