It reviews on behalf of the Board both operational and strategic risks with a view to ensuring that these are addressed timeously and effectively. During the year the Committee reviewed and recommended to the Board for approval, various incentive schemes aimed at retaining critical skills within the Group as well as alleviating the difficulties brought about by the continuing harsh environment.
The objective of the programme is to not only achieve best performance by employees but, in the process, create long-term shareholder value. The programme also provides the opportunity to identify skills and capabilities for further development. As part of its aim to enhance skills within the Group, the Committee also oversaw and approved a training and development programme.
Under the programme various leadership and career progression development initiatives were implemented. Efforts were also made to address gender balance by increasing female representation at leadership levels. The Committee is chaired by an independent non-executive Director. It also monitors ethics and integrity within the Group, having regard to the need to maintain the highest standards of governance and the strategic direction of the Group. It also maintains oversight of the performance of management with a view to ensuring the successful performance of the business.
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Established corporations tend to finance investments out of retained earnings or borrowed money. Not all corporations have this luxury, of course. Many do need capital from equity investors. They are often the young, growing companies we all want to see more of. Without shareholders who are willing to take risks that a bank or a bondholder would not, these companies might remain stuck in low gear or never even get moving.
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The investors who provide this cash are usually granted clout commensurate with their contribution. Venture capitalists and angel investors get board seats and sometimes veto power over management decisions and appointments. Investors who step up in times of trouble are often favored over others and given a say in strategic decisions.
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Corporate governance disputes tend not to occur in such situations: Management effectively answers to the shareholders who provided much-needed capital—at least for a while. The funding role in a typical publicly traded corporation is filled less by shareholders than by the stock market as a whole. The market provides liquidity.
Having shares that can easily be bought and sold, with prices that all can see, reassures lenders and business partners. It enables mergers. It allows early investors and employees to sell company shares and exercise options. It gives investors who come forward when cash is sorely needed a way to realize gains on their investments later.
It greases the wheels of capitalism. Those wheels have been getting ever greasier. In one study, Eugene Fama and Kenneth French found that from to , a large and growing percentage of corporations issued shares each year. What drove the increase? More stock-financed mergers and more employee stock options and other stock-based compensation. All-stock mergers tend to destroy value. And more generally, market liquidity appears to have diminishing returns. In the s and s, under pressure from governance activists, institutional shareholders, the financial media, finance scholars, and even the U.
Congress, boards shifted the bulk of CEO pay from cash to stock and stock options, and became less patient with CEOs at struggling companies. The idea was to put executives under greater pressure to perform. So what happened? CEO tenure is shorter. Pay is much higher. Returns to investors have been alarmingly close to zero in recent years as well. The adversarial, stock-market-oriented approach to pay appears to have motivated executives to think more like mercenaries and less like stewards. This situation might be workable if shareholders were willing and able to be effective policemen.
This has certainly resulted in more scrutiny: In the first six months under the new rule, Institutional Shareholder Services recommended a no vote on the pay packages at companies out of the 2, it examined. But a majority of shareholders actually voted no at only 39 of those companies, and that was mostly in the wake of significant share price declines or negative earnings; at just a few did large increases in executive pay seem inconsistent with performance.
An interpretation: Shareholders are perfectly capable of expressing dissatisfaction with companies that perform extremely poorly. To provide adequate liquidity, an asset market needs lots of fickle short-term speculators. But a market composed mostly of short-termers presents its own problems. And short-termers have been taking over the stock market.
In the s the average holding period for an equity traded on the New York Stock Exchange was about seven years. Similar trends can be seen in other markets around the world. This shift to the short term has three causes: First, regulators in many nations have pushed successfully for lower transaction costs—most notably through the deregulation of brokerage commissions in the s and s, but also through initiatives such as price decimalization in the late s.
Second, advances in technology, in the form of financial engineering as well as computing and communications hardware and software, have enabled many new forms of trading. Third, the individual investors who once dominated stock markets have been pushed aside by professionals—and those professionals face incentives and pressure to trade much more frequently than individuals do. Add in institutional owners from overseas foreign ownership of U. For the biggest corporations, the percentage is even higher.
Increasing institutional ownership has combined with other forces to transform the equity market landscape. Brokerage commissions have been lowered for everyone, but lowered most for institutional investors. Institutions also have the resources to take advantage of cutting-edge financial, computing, and communications technologies. The more influence short-term traders have on market prices, the more volatile those prices will be—because they are less rooted in the fundamental value of the corporations whose shares are being traded.
Of course, some volatility is good.
Board composition, balance and independence
It gives people a reason to trade, thus keeping markets liquid. But past a certain point, volatility kills liquidity. Think of the financial crisis of and , when uncertainty over prices halted trading in many mortgage-related securities. Or the Flash Crash of , when shares in hundreds of companies suddenly lost half their value—and then regained it within a few minutes. Haldane, stock market volatility in the U. But there are indications that certain companies—namely the cash-hungry start-ups discussed at the beginning of this section—are struggling in the new market environment.
Initial public offerings have been on a downward trend for decades in the United States, interrupted only briefly by the internet stock mania of the late s. The accounting firm Grant Thornton has argued in a series of research papers that more-frequent trading and superlow transaction costs are partly responsible, because brokers no longer make enough on commissions to justify research on young companies. Yet modern securities regulation has been developed within a paradigm in which there is no such thing as too much liquidity, too much trading, or too much volatility.
Lowering transaction costs is seen as an unalloyed good. The tax code is different: In most countries short-term trading is subject to higher capital gains tax rates than long-term investing. But the impact of this tax preference is lessened by the fact that in the U. In the wake of the Flash Crash, the U. Securities and Exchange Commission is considering new circuit breakers and trading stops to be used in the event of sudden market volatility. Market frictions have their uses. There is such a thing as too much liquidity. One much-discussed policy proposal is a small tax on all financial transactions, variously called the Tobin tax and the Robin Hood tax.
The issues with such a tax go well beyond the purview of this article, but the possibility that it would decrease liquidity should not be seen as a slam-dunk argument against it. Since the s, finance scholars have been documenting its remarkable ability to sniff out and assess information about companies. Also, while public stock markets are often assailed for short-termism and impatience, there is ample statistical evidence that stock prices—especially for companies in the early stages of growth—factor in potential earnings decades down the road.
If they were, rational investors and speculators would have no incentive to expend resources and intelligence trying to dig up information and outsmart the market. So how well do stock market prices reflect underlying corporate fundamentals? Citrin found that companies whose stock prices dropped sharply upon the naming of a new CEO subsequently outperformed—by a lot—those whose prices rose sharply when a new CEO was named.
Also, comparative stock price movements how Coca-Cola performs relative to Pepsi, for example are usually more informative than absolute price movements, for which macroeconomic factors and market psychology tend to rule the day. Financial markets, the late economist Paul Samuelson said, are microefficient and macroinefficient. When shareholders are widely dispersed, how can they keep managers in check? Only by selling shares or casting votes. This helps explain why executives complain about the short-term focus of the stock market even as finance scholars find evidence that markets still look deep into the future.
Human nature dictates that we give more attention to simple recent signals than to complex long-run trends—especially when we are paid to give attention to them, as most top executives have been over the past two decades. Lucian A. Andrew G. Lynn A. They can also just talk to them.
In many instances well-informed investors—from venture capitalists with a start-up to Warren Buffett with the Washington Post Company—have offered crucial information, analysis, and advice to management. But such behavior is not really encouraged in the current market environment. Regulation Fair Disclosure, adopted by the SEC in , requires that all substantive corporate disclosures be released immediately to the public.
The goal was to level the informational playing field for investors, which seems admirable enough. But some of the results have been troubling. One study, by Armando R. Gomes, Gary B. By forcing all communications into the public sphere, Reg FD may have made it harder to communicate nuance and complexity.
The rule says nothing about communications from shareholders to managers, but by making managers warier of such meetings and reducing the incentives for shareholders to participate in them, it has most likely impeded that information stream as well. Communication between corporate managers and the investor community now takes place mostly during the conference calls that follow the release of quarterly earnings.http://clublavoute.ca/xutyn-el-palau-danglesola.php
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The participants in these calls are a mix of actual investors and analysts from brokerages and independent research firms. In our experience, analysts ask most of the questions, and they tend toward the superficial and the short term. Bringing back the old days in which some analysts and investors had special access to corporate information is probably a nonstarter.
Short of a change in the rules, more informal communication between long-term shareholders and managers is a good idea. Such interactions bring useful market information to executives and allow them to build relationships with shareholders that can lead to less adversarial, more-effective governance. Communication between board members and shareholders is also helpful, but it seldom happens now. Many top executives seem to think that board members cannot be trusted with such interactions.
Yet if directors cannot be trusted to meet with and listen to shareholders, how can they be expected to competently govern a corporation?