1. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.1 Chapter 1 The Finance Function

2. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.2 Two key concepts Relationship between risk and return Time value of money

3. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.3 Risk and return Risk refers to the possibility that actual outcome may differ from expected outcome. Risk can be measured by standard deviation. Investors require increasing compensation (return) for taking on increasing risk. Return on an investment can be measured over a standard period, such as one year.

4. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.4 Risk and return Shareholder return is annual dividend (D 1 ) plus share price increase (P 1 – P 0 ). Relative return in percentage terms is 100 x [(P 1 – P 0 ) + D 1 ]/P 0 This is called total shareholder return.

5. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.5 Future values: compounding Invest £100 now at 5% interest per year. After 1 year: £105.00 (100 x 1.05) After 2 years: £110.25 (105 x 1.05) These are future values of £100 after 1 and 2 years. Future values are found by compounding interest forward through time.

6. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.6 Present values: discounting What sum of money invested now at 5% will give £120 in 2 years’ time? This will be £120/1.05 2 = £108.84. This is the present value of £120 received in two years if your required rate of return is 5%. Dividing by 1.05 2 to find a present value is called discounting.

7. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.7 Present values: discounting A rational investor will prefer £108.84 to £100 at the current time. Discounting allows us to compare £120 in two years’ time with £100 now. Note that 1/1.05 2 = 0.907. 0.907 is the present value factor or discount factor of 5% over 2 years (see tables). Hence £120 x 0.907 = £108.84.

8. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.8 Decision-making areas A financial manager’s tasks can be divided into 3 areas: Financing decisions Dividend decisions Investment decisions Key point: appreciate the interrelationship of these 3 decision areas

9. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.9 The financial manager Who is the financial manager in reality? Finance Director (strategic decision making) Corporate Treasurer (day-to-day cash management)

10. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.10 Possible corporate objectives Shareholder wealth maximisation (SHWM) Maximisation of profit Maximisation of sales Survival Social responsibility Which one should we follow?

11. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.11 Shareholder wealth maximisation Shareholders want dividends and capital gains Capital gains reflect future dividends Current and future dividends depend on future cash flows: –their magnitude or size –their timing –their associated risk.

12. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.12 NPV B NPV C NPV A NPV D CORPORATE NET PRESENT VALUE SHARE PRICE SHWM 1 2 3 1: NPV is additive 2: Link relies on market efficiency 3: Share price taken as surrogate of SHW Linking NPV to SHWM

13. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.13 The agency problem Why does it arise? Divergence of ownership and control Managers’ goals differ from shareholders’ Asymmetry of information What are the consequences? Shareholder wealth is no longer maximised.

14. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.14 Consequences of agency problem Managers will follow their own objectives i.e. increasing their.... – power – job security – pay and rewards. Shareholders need to ensure that their own wealth is maximised.

15. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.15 Signs of an agency problem Managers finance company predominantly with equity finance. Managers accept low risk, short payback investment projects. Managers diversify operations. Managers follow ‘pet projects’. Management gets reward for ‘below average’ performance.

16. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.16 Optimal contracts and agency Best solution to the agency problem is to design managerial contracts that minimise the sum of the following costs: – financial contracting costs – monitoring costs – divergent behaviour costs.

17. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.17 Option 1: do nothing Leaving managers to their own devices is problematic: Given human nature, managers will engage in sub-optimal behaviour. Shareholders are satisficed rather than satisfied. No action is not really an option.

18. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.18 Option 2: monitoring Problems associated with monitoring: Costly in terms of both time and money Who will pay? Large shareholders? What about ‘free-riding’ smaller investors? Some managerial actions are hard to follow May drive ‘bad managers’ underground

19. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.19 Option 3: reward good behaviour What do we link managerial rewards to? Most commonly linked to: – profits – share price (e.g. via share options). Rewarding is more common than monitoring. But...tying rewards to profits may encourage short-termism and creative accounting.

20. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.20 There are also problems using share options: –How many options should managers be awarded? –At what share price should managers be able to exercise their options? –Managers can get rewarded for poor performance if there is a ‘bull’ stock market. Option 3: reward good behaviour

21. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.21 Other areas of agency Companies are made up of a series of agency relationships: The Company Managers Employees Creditors i.e.banks, suppliers, bond holders Customers Shareholders capital flows N.B. Arrows go from ‘principal’ to ‘agent’ and show capital flows

22. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.22 Other areas of agency Debt holders (principals) and shareholders (agents) Solutions: security, restrictive covenants Management (principles) and employees (agents) Solutions: executive share option plans (ESOPs), monitoring, performance-related pay (PRP)

23. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.23 Corporate governance ‘ Corporate governance is about promoting corporate fairness, transparency and accountability’ J. Wolfensohn, President (World Bank), Financial Times, June 21, 1999. Can be seen as attempt to solve agency problem using externally imposed regulation. In the UK it is administered through a series of self-regulatory codes.

24. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.24 Cadbury Committee (1992) Recommended: A voluntary code of practice 3 non-executive directors at board level Maximum 3-year duration contracts Posts of Chairman and C.E.O. should be separate Improved information flow to shareholders Increasing independence of auditors

25. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.25 Greenbury Report (1995) Recommended: One-year rolling contracts More sensitivity by remuneration committees PRP and share options to be phased out and replaced by ‘challenging’ long-term incentive plans (LTIPs) A 1996 PIRC report indicated widespread abuse of above.

26. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.26 Hampel Report (1998) and the Combined Code: Stressed importance of a ‘balanced board’, non-executive directors and the role of institutional shareholders Combined code overseen by the London Stock Exchange: Embodies Hampel, Cadbury and Greenbury recommendations Compliance is an LSE listing requirement

27. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.27 Turnbull, Higgs and Smith Turnbull (1999): detailed how boards could maintain sound systems of internal control (significant risk/systems required). Higgs (2003): report designed to enhance the independence, and hence effectiveness, of non-executive directors. Smith (2003): gave authoritative guidance on how audit committees should operate and be structured.

28. Denzil Watson and Antony Head, Corporate Finance: Principles and Practice, 4 th Edition, © Pearson Education Limited 2007 Slide 1.28 Is there an agency or corporate governance problem in UK today? Agency still remains a problem in the UK: –legislation is only voluntary –human nature has not changed. Managers still receive ‘excessive’ rewards The future: –US style shareholders coalitions? e.g. CalPers –statutory legislation?