LOS I requires us to:
describe factors relevant to the analysis of corporate governance and stakeholder management
There are many factors that an analyst should consider before judging if a proper governance system is in place. Some of these factors are:
1.1. Economic Ownerships & Voting Controls
An analyst needs to look at the class structure of the shares. One needs to consider if the shares have a dual-class structure, and whether the voting power is decoupled from the ownership or one group has superior voting rights. One group will have superior voting rights if the majority of shareholders are held by the insiders of a family, or one class of shares elect the majority of board and outside shareholders elect the minority.
1.2. Board of Director Representation
The independence, expertise, experience, tenure, and diversity of the board of directors should be given due consideration. They should match the current and future needs of the company.
1.3. Remunerations and Company Performance
The performance of a company is also most affected by the remuneration pattern of the company. The executive remuneration generally consists of base salary, short-term bonus, and multi-year incentive plans. They are also paid in the form of options, time-vested shares, and performance vested shares. How these remuneration methods affect the performance of the company also needs to be analyzed.
1.4. Warning Signs
There are certain warning signs that indicate weakness in controls and reporting are:
a. Plans offering little or no alignment with shareholders,
b. Plans exhibiting variations over multi-years,
c. Plans with excessive payouts relative to comparable companies with comparable performances,
d. Plans based on incentives from the earlier periods in the company’s life.
1.5. Investors in a Company
There are three patterns of shareholders in a company, they are:
a. Cross Shareholding. Under this pattern, there is one company holding a larger block of shares of another company.
b. Sizeable Affiliated Shareholding. Under this pattern a family trust, endowment, or individual holds the significant block of the company’s shares.
Under these two patterns, the company can shield itself from the effects of voting from outside shareholders.
c. Activists Shareholders. They are catalysts for new strategic directions or short-term arbitrageur.
1.6. Strength of Shareholder’s Rights
The analysts should look for any history of fines, accidents, regulatory penalties, etc.