Sunday, October 2

Corporate Governance (5017) - Spring 2022 - Assignment 1

Q.1 Compare and contrast several theoretical frameworks that are applied to the corporate governance discipline.

 

There are many theories of corporate governance which addressed the challenges of governance of firms and companies from time to time. The Corporate Governance is the process of decision making and the process by which decisions are implemented in large businesses is known as Corporate Governance. There are various theories which describe the relationship between various stakeholders of the business while carrying out the activity of the business.

Theories of Corporate Governance

We will discuss the following theories of corporate governance:

  • Agency Theory
  • Stewardship Theory
  • Resource Dependency Theory
  • Stakeholder Theory
  • Transaction Cost Theory
  • Political Theory

Agency Theory

Agency theory defines the relationship between the principals (such as shareholders of company) and agents (such as directors of company). According to this theory, the principals of the company hire the agents to perform work. The principals delegate the work of running the business to the directors or managers, who are agents of shareholders. The shareholders expect the agents to act and make decisions in the best interest of principal. On the contrary, it is not necessary that agent make decisions in the best interests of the principals. The agent may be succumbed to self-interest, opportunistic behavior and fall short of expectations of the principal. The key feature of agency theory is separation of ownership and control. The theory prescribes that people or employees are held accountable in their tasks and responsibilities. Rewards and Punishments can be used to correct the priorities of agents.

Stewardship Theory

The steward theory states that a steward protects and maximises shareholders wealth through firm Performance. Stewards are company executives and managers working for the shareholders, protects and make profits for the shareholders. The stewards are satisfied and motivated when organizational success is attained. It stresses on the position of employees or executives to act more autonomously so that the shareholders’ returns are maximized. The employees take ownership of their jobs and work at them diligently.

Stakeholder Theory

Stakeholder theory incorporated the accountability of management to a broad range of stakeholders. It states that managers in organizations have a network of relationships to serve – this includes the suppliers, employees and business partners. The theory focuses on managerial decision making and interests of all stakeholders have intrinsic value, and no sets of interests is assumed to dominate the others

Resource Dependency Theory

The Resource Dependency Theory focuses on the role of board directors in providing access to resources needed by the firm. It states that directors play an important role in providing or securing essential resources to an organization through their linkages to the external environment. The provision of resources enhances organizational functioning, firm’s performance and its survival. The directors bring resources to the firm, such as information, skills, access to key constituents such as suppliers, buyers, public policy makers, social groups as well as legitimacy. Directors can be classified into four categories of insiders, business experts, support specialists and community influentials.

Transaction Cost Theory

Transaction cost theory states that a company has number of contracts within the company itself or with market through which it creates value for the company. There is cost associated with each contract with external party; such cost is called transaction cost. If transaction cost of using the market is higher, the company would undertake that transaction itself.

Political Theory

Political theory brings the approach of developing voting support from shareholders, rather by purchasing voting power. It highlights the allocation of corporate power, profits and privileges are determined via the governments’ favor

Q. 2 To what extent has the empirical research been useful in providing clarity. regarding the structure of the board of directors and the firm's financial performance?

Empirical research is defined as any research where conclusions of the study is strictly drawn from concretely empirical evidence, and therefore “verifiable” evidence.

For example: A research is being conducted to find out if listening to happy music while working may promote creativity? An experiment is conducted by using a music website survey on a set of audience who are exposed to happy music and another set who are not listening to music at all, and the subjects are then observed. The results derived from such a research will give empirical evidence if it does promote creativity or not.

Empirical research: Origin

You must have heard the quote” I will not believe it unless I see it”. This came from the ancient empiricists, a fundamental understanding that powered the emergence of medieval science during the renaissance period and laid the foundation of modern science, as we know it today. The word itself has its roots in greek. It is derived from the greek word empeirikos which means “experienced”.

In today’s world, the word empirical refers to collection of data using evidence that is collected through observation or experience or by using calibrated scientific instruments. All of the above origins have one thing in common which is dependence of observation and experiments to collect data and test them to come up with conclusions.

Types and methodologies of empirical research

Empirical research can be conducted and analysed using qualitative or quantitative methods.

  • Quantitative research: Quantitative research methods are used to gather information through numerical data. It is used to quantify opinions, behaviors or other defined variables. These are predetermined and are in a more structured format. Some of the commonly used methods are survey, longitudinal studies, polls, etc
  • Qualitative research: Qualitative research methods are used to gather non numerical data.  It is used to find meanings, opinions, or the underlying reasons from its subjects. These methods are unstructured or semi structured. The sample size for such a research is usually small and it is a conversational type of method to provide more insight or in-depth information about the problem Some of the most popular forms of methods are focus groups, experiments, interviews, etc.

Data collected from these will need to be analysed. Empirical evidence can also be analysed either quantitatively or qualitatively. Using this, the researcher can answer empirical questions which have to be clearly defined and answerable with the findings he has got. The type of research design used will vary depending on the field in which it is going to be used. Many of them might choose to do a collective research involving quantitative and qualitative method to better answer questions which cannot be studied in a laboratory setting.

Quantitative research methods

Quantitative research methods aid in analyzing the empirical evidence gathered. By using these a researcher can find out if his hypothesis is supported or not.

  • Survey research: Survey research generally involves a large audience to collect a large amount of data. This is a quantitative method having a predetermined set of closed questions which are pretty easy to answer. Because of the simplicity of such a method, high responses are achieved. It is one of the most commonly used methods for all kinds of research in today’s world.

Previously, surveys were taken face to face only with maybe a recorder. However, with advancement in technology and for ease, new mediums such as emails, or social media have emerged.

For example: Depletion of energy resources is a growing concern and hence there is a need for awareness about renewable energy. According to recent studies, fossil fuels still account for around 80% of energy consumption in the United States. Even though there is a rise in the use of green energy every year, there are certain parameters because of which the general population is still not opting for green energy. In order to understand why, a survey can be conducted to gather opinions of the general population about green energy and the factors that influence their choice of switching to renewable energy. Such a survey can help institutions or governing bodies to promote appropriate awareness and incentive schemes to push the use of greener energy.

  • Experimental research: In experimental research, an experiment is set up and a hypothesis is tested by creating a situation in which one of the variable is manipulated. This is also used to check cause and effect. It is tested to see what happens to the independent variable if the other one is removed or altered. The process for such a method is usually proposing a hypothesis, experimenting on it, analyzing the findings and reporting the findings to understand if it supports the theory or not.

For example: A particular product company is trying to find what is the reason for them to not be able to capture the market. So the organisation makes changes in each one of the processes like manufacturing, marketing, sales and operations. Through the experiment they understand that sales training directly impacts the market coverage for their product. If the person is trained well, then the product will have better coverage.

  • Correlational research: Correlational research is used to find relation between two set of variables. Regression is generally used to predict outcomes of such a method. It can be positive, negative or neutral correlation.

For example: Higher educated individuals will get higher paying jobs. This means higher education enables the individual to high paying job and less education will lead to lower paying jobs.

  • Longitudinal study: Longitudinal study is used to understand the traits or behavior of a subject under observation after repeatedly testing the subject over a period of time. Data collected from such a method can be qualitative or quantitative in nature.

For example: A research to find out benefits of exercise. The target is asked to exercise everyday for a particular period of time and the results show higher endurance, stamina, and muscle growth. This supports the fact that exercise benefits an individual body.

  • Cross sectional: Cross sectional study is an observational type of method, in which a set of audience is observed at a given point in time. In this type, the set of people are chosen in a fashion which depicts similarity in all the variables except the one which is being researched. This type does not enable the researcher to establish a cause and effect relationship as it is not observed for a continuous time period. It is majorly used by healthcare sector or the retail industry.

For example: A medical study to find the prevalence of under-nutrition disorders in kids of a given population. This will involve looking at a wide range of parameters like age, ethnicity, location, incomes  and social backgrounds. If a significant number of kids coming from poor families show under-nutrition disorders, the researcher can further investigate into it. Usually a cross sectional study is followed by a longitudinal study to find out the exact reason.

  • Causal-Comparative research: This method is based on comparison. It is mainly used to find out cause-effect relationship between two variables or even multiple variables.

For example: A researcher measured the productivity of employees in a company which gave breaks to the employees during work and compared that to the employees of the company which did not give breaks at all.

Qualitative research methods

Some research questions need to be analysed qualitatively, as quantitative methods are not applicable there. In many cases, in-depth information is needed or a researcher may need to observe a target audience behavior, hence the results needed are in a descriptive form. Qualitative research results will be descriptive rather than predictive. It enables the researcher to build or support theories for future potential quantitative research. In such a situation qualitative research methods are used to derive a conclusion to support the theory or hypothesis being studied.

  • Case study: Case study method is used to find more information through carefully analyzing existing cases. It is very often used for business research or to gather empirical evidence for investigation purpose. It is a method to investigate a problem within its real life context through existing cases. The researcher has to carefully analyse making sure the parameter and variables in the existing case are the same as to the case that is being investigated. Using the findings from the case study, conclusions can be drawn regarding the topic that is being studied.

For example: A report mentioning the solution provided by a company to its client. The challenges they faced during initiation and deployment, the findings of the case and solutions they offered for the problems. Such case studies are used by most companies as it forms an empirical evidence for the company to promote in order to get more business.

  • Observational method:  Observational method is a process to observe and gather data from its target. Since it is a qualitative method it is time consuming and very personal. It can be said that observational method is a part of ethnographic research which is also used to gather empirical evidence. This is usually a qualitative form of research, however in some cases it can be quantitative as well depending on what is being studied.

For example: setting up a research to observe a particular animal in the rain-forests of amazon. Such a research usually take a lot of time as observation has to be done for a set amount of time to study patterns or behavior of the subject. Another example used widely nowadays is to observe people shopping in a mall to figure out buying behavior of consumers.

  • One-on-one interview: Such a method is purely qualitative and one of the most widely used. The reason being it enables a researcher get precise meaningful data if the right questions are asked. It is a conversational method where in-depth data can be gathered depending on where the conversation leads.

For example: A one-on-one interview with the finance minister to gather data on financial policies of the country and its implications on the public.

  • Focus groups: Focus groups are used when a researcher wants to find answers to why, what and how questions. A small group is generally chosen for such a method and it is not necessary to interact with the group in person. A moderator is generally needed in case the group is being addressed in person. This is widely used by product companies to collect data about their brands and the product.

For example: A mobile phone manufacturer wanting to have a feedback on the dimensions of one of their models which is yet to be launched. Such studies help the company meet the demand of the customer and position their model appropriately in the market.

  • Text analysis: Text analysis method is a little new compared to the other types. Such a method is used to analyse social life by going through images or words used by the individual. In today’s world, with social media playing a major part of everyone’s life, such a method enables the research to follow the pattern that relates to his study.

For example: A lot of companies ask for feedback from the customer in detail mentioning how satisfied are they with their customer support team. Such data enables the researcher to take appropriate decisions to make their support team better.

Sometimes a combination of the methods is also needed for some questions that cannot be answered using only one type of method especially when a researcher needs to gain a complete understanding of complex subject matter.

Q.3 Discuss the complex web of ownership that arises from institutional investment.

Because institutions such as mutual funds, pension funds, hedge funds, and private equity firms have large sums of money at their disposal, their involvement in most stocks is usually welcomed with open arms. Often their vocally expressed interests are aligned with those of smaller shareholders. However, institutional involvement isn't always a good thing—especially when the institutions are selling.

As part of the research process, individual investors should peruse SEC Form 13-D filings (available at the Security and Exchange Commission's website) and other sources, to see the size of institutional holdings in a firm, along with recent purchases and sales.1 Read on for some of the pros and cons that go along with institutional ownership, and which retail investors should be aware of.

  • Organizations that control a lot of money—mutual funds, pension funds, or insurance companies—which buying securities are referred to as institutional investors.
  • These financial institutions own shares on behalf of their clients and are generally believed to be a major force behind supply and demand in the market.
  • Whether large degrees of institutional ownership in a stock is positive or negative remains a matter of debate. Here, we take a closer look at the implications of institutional investing.

Smart Money of Institutional Ownership

One of the primary benefits of institutional ownership of securities is their involvement is seen as being "smart money." Portfolio managers often have teams of analysts at their disposal, as well as access to a host of corporate and market data most retail investors could only dream of. They use these resources to perform an in-depth analysis of opportunities.

Does this guarantee that they'll make money in the stock? Certainly not, but it does greatly enhance the probability that they will book a profit. It also puts them into a potentially more advantageous position than that of most individual investors.

Institutions and the Sell Side

After some institutions (e.g., mutual funds and hedge funds) establish a position in a stock, their next move is to tout the company's merits to the sell side. Why? The answer is to drive interest in the stock and to boost share price value.

In fact, that's why you see top-notch portfolio and hedge fund managers touting stocks on television, radio, or at investment conferences. Sure, finance professionals like to educate people, but they also like to make money, and they can do that by marketing their positions, much like a retailer would advertise its merchandise.

Once an institutional investor establishes a large position, its next motive is typically to find ways to drive up its value. In short, investors who get in at or near the beginning of the institutional investor's buying process stand to make a lot of money.

Institutions as Citizen Shareholders

Institutional turnover in most stocks is quite low. That's because it takes a great deal of time and money to research a company and to build a position in it. When funds do accumulate large positions, they do their utmost to ensure those investments don't go awry. To that end, they'll often maintain a dialogue with the company's board of directors and seek to acquire stocks that other firms might want to sell before they hit the open market.

While hedge funds have received the lion's share of attention, when it comes to being considered "activist," many mutual funds have also ramped up the pressure on boards of directors. For example, Olstein Financial generated a lot of press, particularly in late 2005 and early 2006, for peppering several companies, including Jo-Ann Stores, with a host of suggestions for driving shareholder value, like suggesting the hiring of a new CEO.

The lesson that individual investors need to learn here is that there are instances when institutions and management teams can and do work together to enhance common shareholder value.

The Scrutiny of Institutional Ownership

Investors should understand that although mutual funds are supposed to focus their efforts on building their clients' assets over the long haul, individual portfolio managers are frequently evaluated on their performance on a quarterly basis. This is because of the growing trend to benchmark funds (and their returns) against those of major market indexes, such as the S&P 500.

This process of evaluation is quite fraught, as a portfolio manager who has experienced a bad quarter might feel pressured to dump underperforming positions (and buy into companies that have trading momentum) in the hope of achieving parity with the major indexes in the following quarter. This can lead to increased trading costs, taxable situations, and the likelihood that the fund is selling at least some of these stocks at an inopportune time.

Hedge funds are notorious for placing quarterly demands on their managers and traders. Although this is due less to benchmarking and more to the fact that many hedge fund managers get to keep 20% of the profits they generate, the pressure on these managers and the resulting fickleness can lead to extreme volatility in certain stocks; it can also hurt the individual investor who happens to be on the wrong side of a given trade.

Pressures of Institutional Owner Selling

Because institutional investors can own hundreds of thousands, or even millions, of shares, when an institution decides to sell, the stock will often sell off, which impacts many individual shareholders.

Case in point: When well-known activist shareholder Carl Icahn sold off a position in Mylan Labs in 2004, its shares shed nearly 5% of the value on the day of the sale as the market worked to absorb the shares.

Of course, it's hardly possible to assign the total volume of a stock's decline to sales by institutional investors. The timing of sales and concurrent declines in corresponding share prices should leave investors with the understanding that large institutional selling does not help a stock go up. Due to the access and expertise enjoyed by these institutions—remember, they all have analysts working for them—the sales are often a harbinger of things to come.

The big lesson here is that institutional selling can send a stock into a downdraft regardless of the underlying fundamentals of the company.

Proxy Fights Injure Individual Investors

As mentioned above, institutional activists will typically purchase large quantities of shares and then use their equity ownership as leverage, allowing them to obtain a board seat and enforce their agendas. However, while such a coup can be a boon for the common shareholder, the unfortunate fact is that many proxy fights are typically drawn-out processes that can be bad both for the underlying stock and for the individual shareholder invested in it.

Take, for example, what happened at The Topps Company in 2005. Two hedge funds, Pembridge Capital Management and Crescendo Partners, each with a position in the stock, tried to force a vote on a new slate of directors.4 Although the battle was eventually settled, the common stock lost some 12% of its value during the three months of back and forth between the parties.

Again, while the full blame of the decline in the share price can't be placed on this one incident, these events don't help share prices move up because they create bad press and typically force executives to focus on the battle instead of the company.

Investors should be aware that although a fund may get involved in a stock with the intention of ultimately doing something good, the road ahead can be difficult and the share price can, and often does, wane until the outcome becomes more certain.

Individual investors should not only know which firms have an ownership position in a given stock; they should also be able to gauge the potential for other firms to acquire shares while understanding the reasons for which a current owner might liquidate its position. Institutional owners have the power to both create and destroy value for individual investors. As a result, it is important that investors keep tabs on and react to the moves the biggest players in a given stock are making.

Q. 4 Explain and appreciate the importance of the audit function in relation to corporate governance.

Effective corporate governance and internal audit are vital to one another. The Institute of Internal Auditors (IIA) recently released their position paper on ‘Internal Auditing’s Role in Corporate Governance’ in which they stated: ‘A vibrant and agile internal audit function can be an indispensable resource supporting sound corporate governance.’

Corporate governance is the oversight of a company’s policies, procedures and practices usually handled by the board of directors. In our previous blog, we explained how routine internal audits can improve a company’s corporate governance. But what part specifically does internal audit play? And how does a strong relationship between the two benefit your company?

The role of internal audit in corporate governance

An internal audit can provide a fair and accurate review of governance processes, risk management and internal controls. As the third line of defence for a business, internal audit equips the board with a holistic view of governance structures and how well they are working within the company.

As professional insight into procedures and a catalyst for managers, audits can be effective when prompting change, improvements, and innovation within an organisation. By highlighting key areas of weakness and developing risks, an internal audit can identify and foresee emerging trends and challenges, keeping companies one step ahead and ready to act as soon as a crisis occurs.

The focus of an audit can be based on the organisation’s needs and issues, as they are designed to provide assurance on the procedures in place to manage governance structures. An audit’s scope could include, but is not limited to:

  1. Board composition (skills, training, support)
  2. Information on meetings (minutes, attendance, topics)
  3. The input of stakeholders and the usefulness of their feedback
  4. The effectiveness of communication within the organisation, from top to bottom
  5. Any conflicts of interests
  6. Monitoring of risks and controls
  7. Tone at the top and the dynamic of the company

Poor corporate governance has led to the reputational damage of many high-profile organisations. Take for example Patisserie Valerie. The company failed to train and develop board member staff which eventually lead to the reputation of the executive chairman being severely damaged following a string of mistakes.

As the risks companies are facing continue to grow, businesses must ensure they continue to follow best practices to effectively mitigate them, including a risk-based approach to auditing. The IIA have named a number of risks that may be of concern for business, these include ‘new technologies, geopolitics, cyber security, and disruptive innovation’.

A risk-based approach to internal audits can strengthen an organisation’s corporate governance, providing assurance and insights on the processes and structures in place that ensure the company can succeed.

Now that you have a greater understanding of the link between corporate governance and internal audit, download our white paper, ‘Level Up: Risk-Based Auditing’ to find out how your company can establish a continuous risk-based audit execution process and improve your internal audit maturity.

Internal auditing is an important function of any information security and compliance program and is a valuable tool for effectively and appropriately managing risk. Are we ensuring we are doing what we say we’re doing? Are there gaps in our policies and procedures? Are there any areas for improvement? Are we meeting our compliance goals? These important questions are addressed through internal auditing.

The Role of Internal Audits

“The role of internal audit is to provide independent assurance that an organization’s risk management, governance, and internal control processes are operating effectively.”

An internal audit is conducted objectively and designed to improve and mature an organization’s business practices.

The purpose of auditing internally is to provide insight into an organization’s culture, policies, procedures, and aids board and management oversight by verifying internal controls such as operating effectiveness, risk mitigation controls, and compliance with any relevant laws or regulations.

5 Reasons Why Internal Audits are Important

Internal auditing programs are critical for monitoring and assuring that all of your business assets have been properly secured and safeguarded from threats. It is also important for verifying that your business processes reflect your documented policies and procedures.

Let’s take a look at five reasons why internal auditing is important and its purpose in keeping your organization compliant with the common frameworks and regulations.

  • Provides objective insight
  • Improves efficiency of operations
  • Evaluates risks and protects assets
  • Assesses organizational controls
  • Ensures legal compliance

Q.    5 Discuss the potential implications of the socially responsible investment movement for companies, their stakeholders and ultimately for society.

Socially responsible investing (SRI), also known as social investment, is an investment that is considered socially responsible due to the nature of the business the company conducts. A common theme for socially responsible investments is socially conscious investing. Socially responsible investments can be made into individual companies with good social value, or through a socially conscious mutual fund or exchange-traded fund (ETF).

  • Socially responsible investing is the practice of investing money in companies and funds that have positive social impacts.
  • Socially responsible investing has been growing in popularity in recent history. 
  • Investors should keep in mind that socially responsible investments are still investments and be sure to weigh the potential for return in their decisions.
  • Community investing is a type of investing where the return is measured on community impact rather than monetary return.
  • Socially responsible investments tend to mimic the political and social climate of the time.

Understanding Socially Responsible Investment (SRI)

Socially responsible investments include eschewing investments in companies that produce or sell addictive substances or activities (like alcohol, gambling, and tobacco) in favor of seeking out companies that are engaged in social justice, environmental sustainability, and alternative energy/clean technology efforts.

In recent history, socially conscious investing has been growing into a widely-followed practice, as there are dozens of new funds and pooled investment vehicles available for retail investors. Mutual funds and ETFs provide an added advantage in that investors can gain exposure to multiple companies across many sectors with a single investment. However, investors should read carefully through fund prospectuses to determine the exact philosophies being employed by fund managers, along with the potential profitability of these investments.

There are two inherent goals of socially responsible investing: social impact and financial gain. The two do not necessarily have to go hand in hand; just because an investment touts itself as socially responsible doesn't mean that it will provide investors with a good return and the promise of a good return is far from an assurance that the nature of the company involved is socially conscious. An investor must still assess the financial outlook of the investment while trying to gauge its social value.

Demand for ESG investments soared in 2020.1 Nearly 60% of respondents to an Investopedia and Treehugger survey indicated an increase in interest in ESG investments and 19% reported incorporating ESG standards into their portfolios.

Special Considerations

Socially responsible investments tend to mimic the political and social climate of the time. That is an important risk for investors to understand, because if an investment is based on a social value, then the investment may suffer if that social value falls out of favor among investors.

For this reason, socially responsible investing is often considered by investment professionals through the lens of environmental, social, and governance (ESG) factors for investing. This approach focuses on the company's management practices and whether they tend toward sustainability and community improvement. There is evidence that a focus on this approach can improve returns, whereas there is no evidence for investing success from investing purely on social values alone.

For example, in the 1960s, investors were mainly concerned with contributing to causes such as women's rights, civil rights, and the anti-war movement. Martin Luther King Jr. played a large role in raising awareness for the civil rights movement by targeting companies that opposed the cause as socially irresponsible. 

As awareness has grown in recent years over global warming and climate change, socially responsible investing has trended toward companies that positively impact the environment by reducing emissions or investing in sustainable or clean energy sources. Consequently, these investments avoid industries such as coal mining due to the negative environmental impact of their business practices.

One form of socially responsible investing involves promoting racial justice, equality, and inclusion. Known as racial justice investing, the purpose is to leverage both institutional and retail dollars to invest in ways that advance this and other anti-racist causes. 

Example of Socially Responsible Investing

One example of socially responsible investing is community investing, which goes directly toward organizations that both have a track record of social responsibility through helping the community, and have been unable to garner funds from other sources such as banks and financial institutions. The funds allow these organizations to provide services to their communities, such as affordable housing and loans. The goal is to improve the quality of the community by reducing its dependency on government assistance such as welfare, which in turn has a positive impact on the community's economy.

Where Can Socially Responsible Investments Be Made?

They can be made into individual companies that have good social value or through a socially conscious mutual fund or exchange-traded fund (ETF).

What Does ESG Represent?

ESG stands for environmental, social, and governance, which are important factors for some investors to adhere to. Those investors look for solid management of a company and seek out those that gear toward sustainability and community improvement. In 2020, the popularity of ESG investments took off.

Which Are Among the Top Socially Responsible Bond ETFs?

They are VanEck Investment Grade Floating Rate ETF (FLTR), issued by VanEck; SPDR Bloomberg Investment Grade Floating Rate ETF (FLRN), issued by State Street; and iShares Floating Rate Bond ETF (FLOT), issued by BlackRock Financial Management.