9a. [Prescribed Textbook] Viney, C & Phillips, PJ (2019), Financial institutions, instruments and markets, 9th edn Viney, C & Phillips, PJ 2019, Financial institutions, instruments and markets, 9th edn, McGr
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This new edition, while maintaining its accessible approach and style, encourages students to understand, anticipate and challenge the complex and global nature of finance today. KEY FEATURES ▶ Currency Contemporary, reliable and authoritative commentary on modern and topical financial systems, including discussion on ethics and the global financial crisis ▶ New financial case studies With the right balance of local and international examples, students can understand the global nature of financial institutions through real-world cases ▶ Examples Integrated worked examples and short in-chapter exercises assist student learning by bridging the gap between theory and application ▶ Pedagogical features An easy-to-read layout includes tagged learning objectives, chapter summaries and extended learning sections that provide additional resources for self-assessment and study Financial Institutions Instruments & Markets 9TH EDITION 9e VINEY • PHILLIPS Connect is proven to deliver better results. Content integrates seamlessly with enhanced digital tools to create a personalised learning experience that provides precisely what you need, when you need it. Maximise your learning with SmartBook, the first and only adaptive reading experience designed to change the way you read and learn. It creates a personalised reading experience by highlighting the most impactful concepts you need to learn at that moment in time. To learn more about McGraw-Hill SmartBook® visit www.mheducation.com.au/student-smartbook Financial Institutions, Instruments & Markets Now in its ninth edition, Financial Institutions, Instruments and Markets continues to be one of the market leaders in financial institutions management. With a wellrespected author team at the helm, it is a comprehensive resource for all students wanting to learn about the modern financial system, as well as those preparing for a career in finance. CHRISTOPHER VINEY PETER PHILLIPS www.mhhe.com/au/viney9e spine: 26mm FINANCIAL ABBREVIATIONS ABS ACCC ADI ADR AFMA AFR AGPS ANZ AOFM APRA ARBL ASIC ASX ATM AWOTE BAB BBSW BIS CAR CBA CBOT CD CDI CDS CEDEL CEO CGS CHESS CLICK XT/ITS CME CMT CP CPI CRA CUFS EBIT ECP EDI EDR EFIC EFTPOS EMU EPS ERM ESA ETP EU EUR FDA FEC Fed FRA FRN FTSE FX G-10 GDP GDR GICS GNE HPY IBSA IMF IPO IRR IWT L/C LBO LEPO Australian Bureau of Statistics Australian Competition and Consumer Commission Authorised deposit-taking institution American depositary receipt Australian Financial Markets Association Australian Financial Review Australian Government Printing Service ANZ Banking Group Australian Office of Financial Management Australian Prudential Regulation Authority Assets repriced before liabilities Australian Securities and Investments Commission Australian Securities Exchange Automatic teller machine Average weekly ordinary time earnings Bank accepted bill Bank bill swap rate Bank for International Settlements Capital adequacy requirement Commonwealth Bank of Australia Chicago Board of Trade Certificate of deposit CHESS depositary interest Credit default swap Centrale de Livraison des Valeurs Mobilières Chief executive officer Commonwealth Government Securities ASX Clearing House Electronic Sub-register System ASX securities electronic trading system Chicago Mercantile Exchange Cash management trust Commercial paper Consumer price index Credit rating agency CHESS Units of Foreign Securities Earnings before interest and tax Eurocommercial paper Electronic data interchange Euro depositary receipt Export Finance and Insurance Corporation Electronic funds transfer at point of sale European Monetary Union Earnings per share Exchange rate mechanism (European Union) Exchange settlement account Eligible termination payment European Union Euro Fully drawn advance Forward exchange contract Federal Reserve Bank (USA) Forward rate agreement Floating rate note Financial Times Stock Exchange Foreign exchange Group of ten central banks Gross domestic product Global depositary receipt Global industry classification standard Gross national expenditure Holding period yield International Banks and Securities Association International Monetary Fund Initial public offering Internal rate of return Interest withholding tax Letter of credit Leveraged buy-out Low exercise price option WORLD CURRENCIES LIBID LIBOR LIFFE LIMEAN LME LSE M&A MA MBO MSCI MTN NAB NASDAQ NBFI NCD NGF NIC NIF NPV NTA NYSE OBS OBU OECD OPEC OTC P/E PLC P-note PPP PSBR PV PVCF QIB RBA RBL RBNZ repos RITS ROE ROI RTGS S&P SEC SFE SGC SIBOR SIS SMART SME SOMA SPAN SPI SPV SSP SWIFT T-bill TLC T-note TWI UK USA USCP USSR VaR WBC London interbank bid rate London interbank offered rate London International Financial Futures Exchange London interbank mean rate London Metals Exchange London Stock Exchange Merger and acquisition Moving average Management buy-out Morgan Stanley Capital International index Medium-term note National Australia Bank National Association of Securities Dealers Automated Quotation System Non-bank financial institution Negotiable certificate of deposit National Guarantee Fund Newly industrialising country Euronote issuance facility Net present value Net tangible assets New York Stock Exchange Off-balance sheet Offshore banking unit Organisation for Economic Cooperation and Development Organization of Petroleum Exporting Countries Over-the-counter Price to earnings ratio Publicly listed corporation Promissory note Purchasing power parity Public sector borrowing requirement Present value Present value of cash flows Qualified institutional buyers Reserve Bank of Australia Reasonable benefit limit Reserve Bank of New Zealand Repurchase agreements Reserve Bank Information and Transfer System Return on equity Return on investment Real-time gross settlement Standard and Poor’s Credit Rating Agency Securities and Exchange Commission (USA) Sydney Futures Exchange Superannuation guarantee charge Singapore interbank offered rate Superannuation Industry (Supervision) Act Specific, measurable, achievable, realistic, timely Small- and medium-sized enterprise Surveillance of Market Activity system (ASX) Standard portfolio analysis of risk hare price index Special-purpose vehicle Special service provider Society for Worldwide Interbank Financial Telecommunications Treasury bill Transferable loan certificate Treasury note Trade-weighted index United Kingdom United States of America United States commercial paper Union of Soviet Socialist Republics Value at risk Westpac Banking Corporation ARS AUD BRL CAD CLP RMB CZK DKK EUR HKD HUF INR IDR ILS JPY MYR MXN NZD NOK PKR PHP PLN RUB SAR SGD ZAR KRW LKR SEK CHF TWD THB TRY UAE GBP USD VND spine: 26mm Argentina Australia Brazil Canada Chile China, People’s Republic of • CNY (traded on-shore) • CNH (traded off-shore) Czech Republic Denmark European monetary union • Austria • Belgium • Cyprus • Estonia • Finland • France • Germany • Greece • Ireland • Italy • Latvia • Lithuania • Luxembourg • Malta • The Netherlands • Portugal • Slovakia • Slovenia • Spain Argentine peso Australian dollar Brazilian real Canadian dollar Chilean peso Chinese renminbi (yuan) Hong Kong Hungary India Indonesia Israel Japan Malaysia Mexico New Zealand Norway Pakistan Philippines Poland Russia Saudi Arabia Singapore South Africa South Korea Sri Lanka Sweden Switzerland Taiwan Thailand Turkey United Arab Emirates United Kingdom United States of America Vietnam Hong Kong dollar Hungarian forint Indian rupee Indonesian rupiah Israeli shekel Japanese yen Malaysian ringgit Mexican peso New Zealand dollar Norwegian krone Pakistani rupee Philippine peso Polish złoty Russian rouble Saudi riyal Singapore dollar South African rand South Korean won Sri Lankan rupee Swedish krona Swiss franc New Taiwan dollar Thai baht Turkish lira Emirati dirham British pound US dollar Vietnamese dong Czech koruna Danish krone Euro FINANCIAL ABBREVIATIONS ABS ACCC ADI ADR AFMA AFR AGPS ANZ AOFM APRA ARBL ASIC ASX ATM AWOTE BAB BBSW BIS CAR CBA CBOT CD CDI CDS CEDEL CEO CGS CHESS CLICK XT/ITS CME CMT CP CPI CRA CUFS EBIT ECP EDI EDR EFIC EFTPOS EMU EPS ERM ESA ETP EU EUR FDA FEC Fed FRA FRN FTSE FX G-10 GDP GDR GICS GNE HPY IBSA IMF IPO IRR IWT L/C LBO LEPO Australian Bureau of Statistics Australian Competition and Consumer Commission Authorised deposit-taking institution American depositary receipt Australian Financial Markets Association Australian Financial Review Australian Government Printing Service ANZ Banking Group Australian Office of Financial Management Australian Prudential Regulation Authority Assets repriced before liabilities Australian Securities and Investments Commission Australian Securities Exchange Automatic teller machine Average weekly ordinary time earnings Bank accepted bill Bank bill swap rate Bank for International Settlements Capital adequacy requirement Commonwealth Bank of Australia Chicago Board of Trade Certificate of deposit CHESS depositary interest Credit default swap Centrale de Livraison des Valeurs Mobilières Chief executive officer Commonwealth Government Securities ASX Clearing House Electronic Sub-register System ASX securities electronic trading system Chicago Mercantile Exchange Cash management trust Commercial paper Consumer price index Credit rating agency CHESS Units of Foreign Securities Earnings before interest and tax Eurocommercial paper Electronic data interchange Euro depositary receipt Export Finance and Insurance Corporation Electronic funds transfer at point of sale European Monetary Union Earnings per share Exchange rate mechanism (European Union) Exchange settlement account Eligible termination payment European Union Euro Fully drawn advance Forward exchange contract Federal Reserve Bank (USA) Forward rate agreement Floating rate note Financial Times Stock Exchange Foreign exchange Group of ten central banks Gross domestic product Global depositary receipt Global industry classification standard Gross national expenditure Holding period yield International Banks and Securities Association International Monetary Fund Initial public offering Internal rate of return Interest withholding tax Letter of credit Leveraged buy-out Low exercise price option WORLD CURRENCIES LIBID LIBOR LIFFE LIMEAN LME LSE M&A MA MBO MSCI MTN NAB NASDAQ NBFI NCD NGF NIC NIF NPV NTA NYSE OBS OBU OECD OPEC OTC P/E PLC P-note PPP PSBR PV PVCF QIB RBA RBL RBNZ repos RITS ROE ROI RTGS S&P SEC SFE SGC SIBOR SIS SMART SME SOMA SPAN SPI SPV SSP SWIFT T-bill TLC T-note TWI UK USA USCP USSR VaR WBC London interbank bid rate London interbank offered rate London International Financial Futures Exchange London interbank mean rate London Metals Exchange London Stock Exchange Merger and acquisition Moving average Management buy-out Morgan Stanley Capital International index Medium-term note National Australia Bank National Association of Securities Dealers Automated Quotation System Non-bank financial institution Negotiable certificate of deposit National Guarantee Fund Newly industrialising country Euronote issuance facility Net present value Net tangible assets New York Stock Exchange Off-balance sheet Offshore banking unit Organisation for Economic Cooperation and Development Organization of Petroleum Exporting Countries Over-the-counter Price to earnings ratio Publicly listed corporation Promissory note Purchasing power parity Public sector borrowing requirement Present value Present value of cash flows Qualified institutional buyers Reserve Bank of Australia Reasonable benefit limit Reserve Bank of New Zealand Repurchase agreements Reserve Bank Information and Transfer System Return on equity Return on investment Real-time gross settlement Standard and Poor’s Credit Rating Agency Securities and Exchange Commission (USA) Sydney Futures Exchange Superannuation guarantee charge Singapore interbank offered rate Superannuation Industry (Supervision) Act Specific, measurable, achievable, realistic, timely Small- and medium-sized enterprise Surveillance of Market Activity system (ASX) Standard portfolio analysis of risk hare price index Special-purpose vehicle Special service provider Society for Worldwide Interbank Financial Telecommunications Treasury bill Transferable loan certificate Treasury note Trade-weighted index United Kingdom United States of America United States commercial paper Union of Soviet Socialist Republics Value at risk Westpac Banking Corporation ARS AUD BRL CAD CLP RMB CZK DKK EUR HKD HUF INR IDR ILS JPY MYR MXN NZD NOK PKR PHP PLN RUB SAR SGD ZAR KRW LKR SEK CHF TWD THB TRY UAE GBP USD VND spine: 26mm Argentina Australia Brazil Canada Chile China, People’s Republic of • CNY (traded on-shore) • CNH (traded off-shore) Czech Republic Denmark European monetary union • Austria • Belgium • Cyprus • Estonia • Finland • France • Germany • Greece • Ireland • Italy • Latvia • Lithuania • Luxembourg • Malta • The Netherlands • Portugal • Slovakia • Slovenia • Spain Argentine peso Australian dollar Brazilian real Canadian dollar Chilean peso Chinese renminbi (yuan) Hong Kong Hungary India Indonesia Israel Japan Malaysia Mexico New Zealand Norway Pakistan Philippines Poland Russia Saudi Arabia Singapore South Africa South Korea Sri Lanka Sweden Switzerland Taiwan Thailand Turkey United Arab Emirates United Kingdom United States of America Vietnam Hong Kong dollar Hungarian forint Indian rupee Indonesian rupiah Israeli shekel Japanese yen Malaysian ringgit Mexican peso New Zealand dollar Norwegian krone Pakistani rupee Philippine peso Polish złoty Russian rouble Saudi riyal Singapore dollar South African rand South Korean won Sri Lankan rupee Swedish krona Swiss franc New Taiwan dollar Thai baht Turkish lira Emirati dirham British pound US dollar Vietnamese dong Czech koruna Danish krone Euro Financial Institutions Instruments & Markets vin22943_prelims_i-xxxiv.indd i 01/21/19 11:13 AM ASSURANCE OF LEARNING Many educational institutions today are focused on the notion of assurance of learning, an important element of some accreditation standards. This ninth edition of Financial Institutions, Instruments and Markets is specifically created to support assurance of learning initiatives designed to draw on and expand key knowledge and skill sets required by graduates such as: communication, initiative and enterprise, self-management, life-long learning, problem solving, technology, teamwork, planning and organising.1 Chapter learning objectives and pedagogical features throughout the text are developed to directly relate to the learning outcomes for your course which may assist instructors in making the collection and presentation of assurance of learning data easier. AACSB STATEMENT McGraw-Hill Education is a proud corporate member of AACSB International. Understanding the importance and value of AACSB accreditation, Financial Institutions, Instruments and Markets 9e has sought to recognise the curriculum guidelines detailed in the AACSB standards for business accreditation. A variety of pedagogical features in chapters are designed to draw on the general knowledge and skill guidelines found in the AACSB standards: communication abilities, use of information technology, ethical understanding, reflective thinking, critical analysis and diversity and multicultural understanding.2 The AACSB leaves content coverage and assessment within the purview of individual schools, the mission of the school and the faculty. While Financial Institutions, Instruments and Markets 9e and the teaching package make no claim of specific AACSB qualification or evaluation, we have geared pedagogical features and online assessment tools towards some of the general knowledge and skills areas. 1 2 DEST 2002, Employability skills for the future, Department of Education, Science and Training, Commonwealth of Australia, www.employmentdirections.net.au/docs/employabilityframework.doc. AACSB International 2008, Eligibility procedures and accreditation standards for business accreditation, www.aacsb.edu. vin22943_prelims_i-xxxiv.indd ii 01/21/19 11:13 AM Financial Institutions Instruments & Markets 9TH EDITION CHRISTOPHER VINEY PETER PHILLIPS vin22943_prelims_i-xxxiv.indd iii 01/21/19 11:13 AM Copyright © 2019 McGraw-Hill Education (Australia) Pty Ltd Additional owners of copyright are acknowledged in on-page credits. Every effort has been made to trace and acknowledge copyrighted material. The authors and publishers tender their apologies should any infringement have occurred. 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National Library of Australia Cataloguing-in-Publication Data Authors: Title: ISBN: Christopher Viney, Peter Phillips Financial Institutions, Instruments and Markets 9e 9781760422943 Published in Australia by McGraw-Hill Education (Australia) Pty Ltd Level 33, 680 George Street, Sydney NSW 2000 Portfolio lead: Jillian Gibbs Content developer: Anne Harmer Senior production editor: Claire Linsdell Copyeditor: Julie Wicks Proofreader: Annabel Adair Cover design: Simon Rattray Internal design: David Rosemeyer Typeset in NimbusRomDOT 10.5/13 by SPi Global Printed in Singapore on 70 gsm matt art by Markono Print Media Pte Ltd vin22943_prelims_i-xxxiv.indd iv 01/21/19 11:13 AM BRIEF CONTENTS PART 1 FINANCIAL INSTITUTIONS ............................................................................................................................... 1 Chapter 1 A modern financial system: an overview..........................................................................................................3 Chapter 2 Commercial banks..................................................................................................................................................41 Chapter 3 Non-bank financial institutions............................................................................................................................87 PART 2 EQUITY MARKETS ...............................................................................................................................................129 Chapter 4 The share market and the corporation..............................................................................................................132 Chapter 5 Corporations issuing equity in the share market............................................................................................161 Chapter 6 Investors in the share market...............................................................................................................................191 Chapter 7 Forecasting share price movements..................................................................................................................222 PART 3 THE CORPORATE DEBT MARKET ..................................................................................................................257 Chapter 8 Mathematics of finance: an introduction to basic concepts and calculations.........................................259 Chapter 9 Short-term debt.......................................................................................................................................................287 Chapter 10 Medium- to long-term debt...................................................................................................................................315 Chapter 11 International debt markets....................................................................................................................................347 PART 4 GOVERNMENT DEBT, MONETARY POLICY, THE PAYMENTS SYSTEM AND INTEREST RATES .......385 Chapter 12 Government debt, monetary policy and the payments system..................................................................388 Chapter 13 An introduction to interest rate determination and forecasting..................................................................417 Chapter 14 Interest rate risk measurement............................................................................................................................453 PART 5 THE FOREIGN EXCHANGE MARKET .............................................................................................................483 Chapter 15 Foreign exchange: the structure and operation of the FX market.............................................................485 Chapter 16 Foreign exchange: factors that influence the exchange rate......................................................................513 Chapter 17 Foreign exchange: risk identification and management...............................................................................538 PART 6 DERIVATIVE MARKETS AND RISK MANAGEMENT ..................................................................................563 Chapter 18 An introduction to risk management and derivatives....................................................................................565 Chapter 19 Futures contracts and forward rate agreements............................................................................................594 Chapter 20 Options......................................................................................................................................................................626 Chapter 21 Interest rate swaps, cross-currency swaps and credit default swaps.......................................................663 v vin22943_prelims_i-xxxiv.indd v 01/21/19 11:13 AM CONTENTS Preface�������������������������������������������������������������������������������� xx Text at a glance��������������������������������������������������������������� xxv About the authors������������������������������������������������������������ xxi Connect�������������������������������������������������������������������������� xxviii Acknowledgments������������������������������������������������������������ xxi Exploring finance on the web���������������������������������������� xxx Highlights of the ninth edition��������������������������������������� xxii Careers in finance��������������������������������������������������������� xxxii PART 1 1FINANCIAL INSTITUTIONS CHAPTER 1 1 A MODERN FINANCIAL SYSTEM: AN OVERVIEW 3 1.1 Theory and facts in finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.2 The financial system and financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.3 Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.3.1 Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.3.2 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 1.3.3 Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 1.4 Financial markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 1.4.1 Matching principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 1.4.2 Primary and secondary market transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 1.4.3 Direct finance and intermediated finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 1.4.4 Wholesale and retail markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 1.4.5 Money markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 1.4.6 Capital markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 1.5 Flow of funds, market relationships and stability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Case study: The next global financial crisis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 CHAPTER 2 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extended learning A: The global financial crisis of 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extended learning B: The impact of the Asian financial crisis on the financial system . . . . . . . . . . . Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 32 35 38 39 COMMERCIAL BANKS 41 2.1 The main activities of commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 2.2 Sources of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 2.2.1 Current account deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 2.2.2 Call or demand deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 2.2.3 Term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 2.2.4 Negotiable certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 2.2.5 Bill acceptance liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 2.2.6 Debt liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 2.2.7 Foreign currency liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 2.2.8 Loan capital and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 vi vin22943_prelims_i-xxxiv.indd vi 01/21/19 11:13 AM 2.3 Uses of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 2.3.1 Personal and housing finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 2.3.2 Commercial lending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 2.3.3 Lending to government . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 2.3.4 Other bank assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 2.4 Off-balance-sheet business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 2.4.1 Direct credit substitutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 2.4.2 Trade- and performance-related items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 2.4.3 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 2.4.4 Foreign exchange contracts, interest rate contracts and other market-rate-related contracts ����������������������������������������������������������������������������������������������54 2.4.5 Volume of off-balance-sheet business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 2.5 Regulation and prudential supervision of commercial banks . . . . . . . . . . . . . . . . . . . . . . . . 56 2.6 A background to the capital adequacy standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 2.7 The Basel accords: evolution from Basel I to Basel III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 2.7.1 Minimum capital adequacy requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 2.7.2 The definition of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 2.7.3 Basel III structural framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 2.7.4 Basel III and bank liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 2.8 Liquidity management and other supervisory controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 2.8.1 Other regulatory and supervisory controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Case study: Basel III reforms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 CHAPTER 3 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extended learning A: The standardised approach to credit risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extended learning B: Business continuity risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extended learning C: Corporate governance and ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 74 77 82 84 85 NON-BANK FINANCIAL INSTITUTIONS 87 3.1 Investment banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 3.1.1 Sources of funds and uses of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 3.1.2 Off-balance-sheet business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 3.2 Managed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 3.2.1 Structure of the managed funds sector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 3.2.2 Sources and uses of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 3.2.3 Capital guaranteed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 3.2.4 Capital stable funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 3.2.5 Balanced growth funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 3.2.6 Managed growth or capital growth funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 vii vin22943_prelims_i-xxxiv.indd vii 01/21/19 11:13 AM Contents 3.3 Cash management trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 3.4 Public unit trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 3.5 Superannuation funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 3.5.1 Sources of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102 3.5.2 Defined benefit funds and accumulation funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105 3.5.3 Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 3.6 Life insurance offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 3.6.1 Life insurance policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108 3.7 General insurance offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110 3.8 Hedge funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112 3.9 Finance companies and general financiers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113 3.7.1 General insurance policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110 3.9.1 Sources of funds and uses of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113 3.9.2 Sector structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114 3.10 Building societies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 3.11 Credit unions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 3.12 Export finance corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 Case study: The hedge fund sector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 Extended learning: Project finance and structured finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 PART 2 EQUITY MARKETS CHAPTER 4 THE SHARE MARKET AND THE CORPORATION 4.1 129 132 The nature of a corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134 4.1.1 Advantages of the corporate form of business organisation . . . . . . . . . . . . . . . . . . . . 135 4.1.2 Disadvantages of the corporate form of business organisation . . . . . . . . . . . . . . . . . 135 4.2 The stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137 4.3 The primary market role of a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138 4.4 The secondary market role of a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 4.5 The managed product and derivative product roles of a stock exchange . . . . . . . . . . . 141 4.5.1 Exchange traded funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142 4.5.2 Contracts for difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143 4.5.3 Real estate investment trusts (REIT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144 4.5.4 Infrastructure funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144 4.5.5 Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144 4.5.6 Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 4.5.7 Futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 viii vin22943_prelims_i-xxxiv.indd viii 01/21/19 11:13 AM Contents 4.6 The interest rate market role of a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146 4.7 The trading and settlement roles of a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 4.8 The information role of a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 4.9 The regulatory role of a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152 4.10 The private equity market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 Case study: Development of industrial scale blockchain in Australia . . . . . . . . . . . . . . . . . . . . . . . 154 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160 CHAPTER 5 CORPORATIONS ISSUING EQUITY IN THE SHARE MARKET 5.1 161 The investment decision: capital budgeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163 5.1.1 Net present value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163 5.1.2 Internal rate of return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165 5.2 The financing decision: equity, debt and risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 5.2.1 Financial risk and the debt-to-equity ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167 5.2.2 What is the appropriate debt-to-equity ratio? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168 5.3 Initial public offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169 5.3.1 Ordinary shares: limited liability companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171 5.3.2 Ordinary shares: no liability companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171 5.4 Listing a business on a stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172 5.5 Equity-funding alternatives for listed companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 5.5.1 Rights issue or share purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 5.5.2 Placements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175 5.5.3 Takeover issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176 5.5.4 Dividend reinvestment schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176 5.5.5 Preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177 5.5.6 Convertible notes and other quasi-equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 178 Case study: Covenant-lite loans—risk implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181 Extended learning: Australian Securities Exchange (ASX) listing rule requirements . . . . . . . . . . . 183 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190 CHAPTER 6 INVESTORS IN THE SHARE MARKET 191 6.1 Share-market investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193 6.2 Buying and selling shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196 6.3 Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198 6.4 Financial performance indicators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201 6.4.1 Capital structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201 6.4.2 Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201 ix vin22943_prelims_i-xxxiv.indd ix 01/21/19 11:13 AM Contents 6.4.3 Debt servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202 6.4.4 Profitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203 6.4.5 Share price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203 6.4.6 Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205 6.5 Pricing of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206 6.5.1 Estimating the price of a share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207 6.5.2 Cum-dividend and ex-dividend share prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208 6.5.3 Bonus share issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 6.5.4 Share splits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 6.5.5 Pro-rata rights issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210 6.6 Stock-market indices and published share information . . . . . . . . . . . . . . . . . . . . . . . . . . . 211 Case study: Private equity firms, angel investors and exit strategies . . . . . . . . . . . . . . . . . . . . . . . 215 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221 CHAPTER 7 FORECASTING SHARE PRICE MOVEMENTS 7.1 222 Fundamental analysis: the top-down approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224 7.1.1 International economies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225 7.1.2 The rate of growth of an economy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225 7.1.3 Exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226 7.1.4 Interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 7.1.5 The balance of payments current account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 7.1.6 Inflationary pressures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228 7.1.7 Wages growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229 7.1.8 Understanding the interrelationships of economic fundamentals . . . . . . . . . . . . . . . 229 7.2 Fundamental analysis: the bottom-up approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230 7.3 Technical analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232 7.3.1 Moving-averages models . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232 7.3.2 Charting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235 7.4 Electronic trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240 7.5 The random walk, efficient market and behavioural finance hypotheses . . . . . . . . . . . . 242 7.5.1 The random walk hypothesis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243 7.5.2 The efficient market hypothesis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243 7.5.3 The behavioural finance hypothesis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245 Case study: The effects of scandals on the market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255 x vin22943_prelims_i-xxxiv.indd x 01/21/19 11:13 AM Contents PART 3 THE CORPORATE DEBT MARKET CHAPTER 8 MATHEMATICS OF FINANCE: AN INTRODUCTION TO BASIC CONCEPTS AND CALCULATIONS 8.1 257 259 Simple interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261 8.1.1 Simple interest accumulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262 8.1.2 Present value with simple interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263 8.1.3 Calculation of yields . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266 8.1.4 Holding period yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267 8.2 Compound interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268 8.2.1 Compound interest accumulation (future value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269 8.2.2 Present value with compound interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271 8.2.3 Present value of an annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272 8.2.4 Accumulated value of an annuity (future value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276 8.2.5 Effective rates of interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277 Case study: The retirement dream . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 279 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286 CHAPTER 9 SHORT-TERM DEBT 287 9.1 Trade credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289 9.2 Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290 9.3 Commercial bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292 9.3.1 Features of commercial bills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292 9.3.2 The flow of funds and bill financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 9.3.3 Establishing a bill financing facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295 9.3.4 Advantages of commercial bill financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296 9.4 Calculations: discount securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297 9.4.1 Calculating the price where the yield is known . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297 9.4.2 Calculating the face value where the issue price and yield are known . . . . . . . . . . . 299 9.4.3 Calculating the yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299 9.4.4 Calculating the price where the discount rate is known . . . . . . . . . . . . . . . . . . . . . . . . 300 9.4.5 Calculating the discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301 9.5 Promissory notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302 9.5.1 Establishing a P-note issue program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303 9.5.2 Underwritten P-note issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304 9.5.3 Non-underwritten issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304 9.6 Negotiable certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305 xi vin22943_prelims_i-xxxiv.indd xi 01/21/19 11:13 AM Contents 9.7 Inventory finance, accounts receivable financing and factoring . . . . . . . . . . . . . . . . . . . . 306 9.7.1 Inventory finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306 9.7.2 Accounts receivable financing and factoring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306 Case study: The demise of LIBOR? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314 CHAPTER 10 MEDIUM- TO LONG-TERM DEBT 10.1 315 Term loans or fully drawn advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317 10.1.1 Term loan structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317 10.1.2 Loan covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319 10.1.3 Calculating the instalment on a term loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320 10.2 Mortgage finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 322 10.2.1 Calculating the instalment on a mortgage loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323 10.2.2 Securitisation and mortgage finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 324 10.3 The bond market: debentures, unsecured notes and subordinated debt . . . . . . . . . . . . 325 10.3.1 Debentures and unsecured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327 10.3.2 Issuing debentures and notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328 10.3.3 Subordinated debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329 10.4 Calculations: fixed-interest securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330 10.4.1 Bond price/yield relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330 10.4.2 Price of a fixed-interest bond at a coupon date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330 10.4.3 Price of a fixed-interest bond between coupon dates . . . . . . . . . . . . . . . . . . . . . . . . 332 10.5 Leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 333 10.5.1 Types of leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334 10.5.2 Lease structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336 Case study: The Kangaroo bonds and blockchain bond-i’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 337 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338 Extended learning: Securitisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346 CHAPTER 11 INTERNATIONAL DEBT MARKETS 347 11.1 The euromarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349 11.2 Eurocurrency market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351 11.2.1 Short-term bank advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352 11.2.2 Eurocurrency standby facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352 11.2.3 Medium- to long-term eurocurrency bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353 11.3 Euronote market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354 11.3.1 Euronote issuance facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354 xii vin22943_prelims_i-xxxiv.indd xii 01/21/19 11:13 AM Contents 11.3.2 Eurocommercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356 11.3.3 Calculating the price of an NIF and an ECP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356 11.4 Eurobond market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357 11.4.1 Euro medium-term notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357 11.4.2 Eurobonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358 11.4.3 Issue and trading of eurobonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359 11.4.4 Types of eurobonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361 11.4.5 Calculating the price of fixed-interest euromarket securities . . . . . . . . . . . . . . . . . . 362 11.5 Markets in the USA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364 11.5.1 Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364 11.5.2 US foreign bonds (Yankee bonds) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365 11.5.3 American depositary receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366 11.6 Credit rating agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367 Case study: Supervision of rating agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372 Extended learning A: Novation, subparticipation and transferable loan certificates . . . . . . . . . . . 375 Extended learning B: Convertible bonds and warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376 Extended learning C: US medium-term notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377 Extended learning D: Standard & Poor’s credit rating definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 379 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383 PART 4 GOVERNMENT DEBT, MONETARY POLICY, THE PAYMENTS SYSTEM AND INTEREST RATES CHAPTER 12 GOVERNMENT DEBT, MONETARY POLICY AND THE PAYMENTS SYSTEM 12.1 385 388 The Commonwealth Government borrowing requirement . . . . . . . . . . . . . . . . . . . . . . . . . 390 12.1.1 The borrowing requirement: full financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 390 12.1.2 The borrowing requirement: within the financial year . . . . . . . . . . . . . . . . . . . . . . . . 391 12.2 Commonwealth Government securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392 12.2.1 Treasury bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392 12.2.2 Treasury notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396 12.3 State government securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399 12.4 Monetary policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 12.4.1 Open market operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403 12.4.2 Impacts on financial system liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404 12.5 The payments system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406 12.5.1 Exchange settlement accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 407 12.5.2 Real-time gross settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408 12.5.3 Repurchase agreements (repos) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409 Case study: The new payments platform (NPP) in Australia and the risk of fraud . . . . . . . . . . . . . 410 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411 xiii vin22943_prelims_i-xxxiv.indd xiii 01/21/19 11:13 AM Contents Extended learning: Fixed-coupon Treasury bonds: price calculation using the Australian Office of Financial Management (AOFM) formula . . . . . . . . . . . . . . . . . . . . . . . . . 413 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416 CHAPTER 13 AN INTRODUCTION TO INTEREST RATE DETERMINATION AND FORECASTING 417 13.1 The macroeconomic context of interest rate determination . . . . . . . . . . . . . . . . . . . . . . . 419 13.2 The loanable funds approach to interest rate determination . . . . . . . . . . . . . . . . . . . . . . . 423 13.2.1 The demand for loanable funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425 13.2.2 The supply of loanable funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 426 13.2.3 Equilibrium in the loanable funds market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 427 13.2.4 Loanable funds—an expected increase in the level of economic activity . . . . . . . . 428 13.2.5 Inflationary expectations in the loanable funds approach . . . . . . . . . . . . . . . . . . . . . 429 13.3 The term structure of interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431 13.3.1 The expectations theory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433 13.3.2 The segmented markets theory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435 13.3.3 The expectations approach versus the segmented markets approach . . . . . . . . . 437 13.3.4 The liquidity premium theory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438 13.4 The risk structure of interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 441 Case study: The Reserve Bank’s balancing act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445 Extended learning: The yield curve and expectations theory calculations . . . . . . . . . . . . . . . . . . . 447 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 452 CHAPTER 14 INTEREST RATE RISK MEASUREMENT 453 14.1 Interest rate risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455 14.2 Exposure management systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456 14.2.1 Forecasting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457 14.2.2 Strategies and techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457 14.2.3 Management reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458 14.3 Assets re-priced before liabilities principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459 14.4 Pricing financial securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460 14.4.1 Discount security pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460 14.4.2 Fixed-interest security pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461 14.5 Re-pricing gap analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 462 14.6 Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464 14.7 Convexity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470 14.8 Interest rate risk management techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473 14.8.1 Internal techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474 14.8.2 External techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475 xiv vin22943_prelims_i-xxxiv.indd xiv 01/21/19 11:13 AM Contents Case study: APRA and bear as risk management regimes in Australia . . . . . . . . . . . . . . . . . . . . . . 476 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 480 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 482 PART 5 THE FOREIGN EXCHANGE MARKET CHAPTER 15 FOREIGN EXCHANGE: THE STRUCTURE AND OPERATION OF THE FX MARKET 483 485 15.1 Exchange rate regimes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487 15.2 Foreign exchange market participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488 15.2.1 Foreign exchange dealers and brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489 15.2.2 Central banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489 15.2.3 Firms conducting international trade transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 489 15.2.4 Investors and borrowers in the international money markets and capital markets ��������������������������������������������������������������������������������������������������������� 490 15.2.5 Speculative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490 15.2.6 Arbitrage transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 491 15.3 The operation of the FX market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 492 15.4 Spot and forward transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493 15.5 Spot market quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494 15.5.1 Asking for a quotation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494 15.5.2 Two-way quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495 15.5.3 Transposing spot quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497 15.5.4 Calculating cross-rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497 15.6 Forward market quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 15.6.1 Forward points and forward exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 15.6.2 Some real-world complications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502 15.7 Economic and Monetary Union of the EU and the FX markets . . . . . . . . . . . . . . . . . . . . . 505 Case study: Fixed exchange rates and currency misalignments . . . . . . . . . . . . . . . . . . . . . . . . . . . 506 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 507 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 511 CHAPTER 16 FOREIGN EXCHANGE: FACTORS THAT INFLUENCE THE EXCHANGE RATE 16.1 513 The FX markets and an equilibrium exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515 16.1.1 Demand for a currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515 16.1.2 Supply of a currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515 16.1.3 Equilibrium exchange rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517 16.2 Factors that influence exchange rate movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 518 16.2.1 Relative inflation rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 518 16.2.2 Relative national income growth rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 520 xv vin22943_prelims_i-xxxiv.indd xv 01/21/19 11:13 AM Contents 16.2.3 Relative interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521 16.2.4 Exchange rate expectations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 524 16.2.5 Central bank or government intervention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525 16.3 Measuring exchange rate sensitivity to changes in economic variables . . . . . . . . . . . . . 528 Case study: Terrorist attacks and FX movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 530 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531 Extended learning: Purchasing power parity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 533 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 536 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 537 CHAPTER 17 FOREIGN EXCHANGE: RISK IDENTIFICATION AND MANAGEMENT 538 17.1 Foreign exchange risk policy formulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 540 17.1.1 Foreign exchange objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541 17.1.2 Management structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541 17.1.3 Authorisations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542 17.1.4 Exposure reporting systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543 17.1.5 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543 17.1.6 Performance evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543 17.1.7 Audit and review procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 544 17.2 Measuring transaction exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 545 17.2.1 Net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 546 17.2.2 Transaction exposures: currency variability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548 17.2.3 Transaction exposures: currency correlations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 549 17.3 Risk management: market-based hedging techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551 17.3.1 Forward exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551 17.3.2 Money-market hedge to cover FX risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553 17.4 Risk management: internal hedging techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555 17.4.1 Invoicing in the home currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555 17.4.2 Creating a natural hedge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555 17.4.3 Currency diversification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556 17.4.4 Leading and lagging FX transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556 17.4.5 Mark-ups . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557 17.4.6 Counter-trade and currency offsets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557 Case study: FX risk management: Do companies hedge or speculate? . . . . . . . . . . . . . . . . . . . . . 558 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 559 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562 xvi vin22943_prelims_i-xxxiv.indd xvi 01/21/19 11:13 AM Contents PART 6 DERIVATIVE MARKETS AND RISK MANAGEMENT CHAPTER 18 AN INTRODUCTION TO RISK MANAGEMENT AND DERIVATIVES 563 565 18.1 Understanding risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 567 18.1.1 Operational risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 567 18.1.2 Financial risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568 18.2 The risk management process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570 18.2.1 Identify operational and financial risk exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570 18.2.2 Analyse the impact of the risk exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 571 18.2.3 Assess the attitude of the organisation to each identified risk exposure . . . . . . . . 571 18.2.4 Select appropriate risk management strategies and products . . . . . . . . . . . . . . . . 572 18.2.5 Establish related risk and product controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572 18.2.6 Implement the risk management strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572 18.2.7 Monitor, report, review and audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573 18.3 Futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 574 18.4 Forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 576 18.4.1 Forward rate agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 576 18.4.2 Forward foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 578 18.5 Option contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579 18.5.1 Call option profit and loss payoff profiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 580 18.5.2 Put option profit and loss payoff profiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581 18.6 Swap contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 582 18.6.1 Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583 18.6.2 Cross-currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 584 Case study: Regulatory reforms and the ‘clearing’ of derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . 586 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 590 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593 CHAPTER 19 FUTURES CONTRACTS AND FORWARD RATE AGREEMENTS 594 19.1 Hedging using futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596 19.2 Main features of a futures transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 597 19.2.1 Orders and agreement to trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 598 19.2.2 Margin requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 599 19.2.3 Closing out of a contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600 19.2.4 Contract delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600 19.3 Futures market instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601 xvii vin22943_prelims_i-xxxiv.indd xvii 01/21/19 11:13 AM Contents 19.4 Futures market participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603 19.4.1 Hedgers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603 19.4.2 Speculators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603 19.4.3 Traders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 604 19.4.4 Arbitrageurs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 604 19.5 Hedging: risk management using futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605 19.5.1 Hedging the cost of funds (borrowing hedge) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605 19.5.2 Hedging the yield on funds (investment hedge) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 607 19.5.3 Hedging a foreign currency transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608 19.5.4 Hedging the value of a share portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609 19.5.5 Hedging against volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610 19.6 Risks in using futures contracts for hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612 19.6.1 Standard contract size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612 19.6.2 Margin payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613 19.6.3 Basis risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614 19.6.4 Cross-commodity hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614 19.7 Forward rate agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 615 19.7.1 Using an FRA for a borrowing hedge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 617 Case study: SPI futures market acts as a market-maker facilitating price discovery in the S&P/ASX 200 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 619 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 623 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 625 CHAPTER 20 OPTIONS 626 20.1 The nature of options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 628 20.2 Option profit and loss payoff profiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629 20.2.1 Call option profit and loss payoff profiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629 20.2.2 Put option profit and loss payoff profiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632 20.2.3 Covered and naked options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634 20.3 The organisation of the market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636 20.3.1 International options markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636 20.3.2 The Australian options markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 637 20.4 Factors affecting an option contract premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 641 20.4.1 Intrinsic value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 641 20.4.2 Time value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642 20.4.3 Price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642 20.4.4 Interest rate levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 644 20.4.5 Cap, floor and collar: an options cost-minimisation strategy . . . . . . . . . . . . . . . . . . . 644 20.5 Option risk management strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 645 20.5.1 Single-option strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 645 20.5.2 Combined-options strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 648 xviii vin22943_prelims_i-xxxiv.indd xviii 01/21/19 11:13 AM Contents Case study: The Black–Scholes option pricing model: The equation that can end the world? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 659 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 661 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 662 CHAPTER 21 INTEREST RATE SWAPS, CROSS-CURRENCY SWAPS AND CREDIT DEFAULT SWAPS 663 21.1 Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666 21.2 Rationale for the existence of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 670 21.2.1 Lowering the net cost of funds (comparative advantage) . . . . . . . . . . . . . . . . . . . . . 670 21.2.2 Gaining access to otherwise inaccessible debt markets . . . . . . . . . . . . . . . . . . . . . . 671 21.2.3 Hedging interest rate risk exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 671 21.2.4 Lock in profit margins on business transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 672 21.3 Cross-currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673 21.4 Rationale for the existence of currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 676 21.5 Credit default swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 678 21.6 Credit and settlements risk associated with swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 681 Case study: Naked credit default swaps: Two perspectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 683 Master before you move on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 684 Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 687 Key terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690 Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 691 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 712 xix vin22943_prelims_i-xxxiv.indd xix 01/21/19 11:13 AM PREFACE This book has achieved remarkable acceptance by academics and their students in a significant number of tertiary institutions throughout Australia, New Zealand and Asia, and by professionals within the financial services industry. In this ninth edition, we present once more a finance text for you that is authoritative and scholarly, and which at the same time highlights the dynamic, exciting and global nature of financial institutions, instruments and markets. As the global financial crisis and its aftermath fades into history, attention has turned to the financial services industry itself, its culture and its values. In 2018, the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry in Australia highlighted many areas of concern and highlighted the importance of strong governance, codes of conduct and ethics within financial services firms. The findings of the Royal Commission will continue to shape public opinion and trust in financial institutions for many years to come. New graduates in finance, as well as their professors, are not powerless to ensure that this trust is restored sooner rather than later. As the ninth edition was being finalised, financial markets in the United States were tentatively testing and retreating from new highs against a backdrop of stronger economic activity and rising interest rates. In Australia, the challenge of returning interest rates to more ‘normal’ levels without causing a major disruption to the housing market remained perhaps the most significant challenge confronting the Reserve Bank of Australia. Although political uncertainty has swept through Europe and the United States, it is important to recognise that innovation, technological and otherwise, continues at pace. New companies with new products and new ideas are forever emerging and will seek capital from the world’s debt and equity markets to fund their first (or next) steps. In the financial markets, as for most aspects of life, we can never wait for the clouds of uncertainty to lift before trying to make our way. One thing is certain, change will occur. As students of the financial system you must keep yourself informed about the structure and operation of financial institutions, instruments and markets. Importantly, you must think about and anticipate future directions and change. Despite the continuous change that financial markets undergo, there are a set of stable, underlying principles that govern decision-making across all markets and instruments. It is worth keeping in mind, then, that a sound knowledge of the basics can take you much further than you might think. With that said, we encourage you to accept every opportunity that comes your way and we wish you the best of success. Christopher Viney and Peter J Phillips xx vin22943_prelims_i-xxxiv.indd xx 01/21/19 11:13 AM ABOUT THE AUTHORS CHRISTOPHER VINEY brings to this book a wealth of industry experience and academic knowledge associated with the international financial markets. His appreciation of the nature of both the theoretic and the applied functions and operations of the global financial system is reflected in the clear and interesting presentation of issues in such a way that the reader is motivated to learn. Prior to moving into academia Chris spent 27 years in the commercial banking industry including retail banking, corporate lending, risk management, personnel, property, policy and administration. His academic career included appointments at Monash University and Deakin University, Melbourne, Australia. He has taught in the areas of financial markets, financial institutions management, corporate finance, treasury management and personal financial planning. Chris has also taught in Singapore, Malaysia, Thailand, Indonesia and New Zealand. He has received university awards for contributions to the internationalisation of teaching and learning programs. As the director of the finance international study programs at Monash and Deakin Universities, Chris has taken select groups of students overseas as part of their tertiary studies. He has also published research papers on the capital markets, operational risk management, bureau de change, money laundering and education and training. Following the passing of Michael McGrath with the first edition of the text, Chris has guided the evolution of future editions of the book and it has now become a principal learning and reference source for undergraduate students, postgraduate students and industry practitioners alike. Peter Phillips joined Chris ahead of the seventh edition and has been Chris’s co-author since 2011. PETER PHILLIPS has been teaching economics and finance at the University of Southern Queensland (USQ) in Toowoomba, Australia, since 1998. Presently, he is an Associate Professor in Finance at USQ. He has taught in the areas of financial markets and institutions, portfolio management and corporate finance as well as several economics courses, including macroeconomics and econometrics. In 2003 Peter completed a PhD at USQ in financial economics. Since then he has published a number of papers on the topic of Self Managed Superannuation Funds (SMSFs) in which he and his co-authors explore various aspects of the portfolios chosen by SMSF investors. Acknowledgments The challenge of maintaining the currency and relevancy of a book with the scope of financial institutions, instruments and markets is enormous. This daunting task is tackled at many levels. At one level we are most appreciative of those users of the book, including academics, practitioners and students, who provide ongoing feedback in the form of comment, suggestion and discussion. We value your contributions immensely. The quality of the production of the book is also dependent on the expertise and hard work of the people at McGrawHill Education (Australia). As authors, we have been very fortunate to have the dedicated editorial support of Jillian Gibbs. We would also like to acknowledge and thank the team at McGraw-Hill, including Anne Harmer, Claire Linsdell, Marisa Rey Bulen and Bethany Ng. We would like to thank our case study contributor, Jaison Parackel Johnny (University of Southern QueenslandToowoomba). We would also like to thank Michael Baker (Flinders University), Sisira Colombage (Federation University Australia) and David Spiers (Federation University Australia) for their detailed reviews of the material during development. xxi vin22943_prelims_i-xxxiv.indd xxi 01/21/19 11:13 AM HIGHLIGHTS OF THE NINTH EDITION C HAPTER 1 A modern financial system: an overview introduces the financial institutions, financial instruments and financial markets that comprise domestic and global financial systems and explains why a stable financial system is important for economic growth provides a concise context that assists the reader to understand the relationships of the material in the following chapters discussion moves away from the global financial crisis and broadens to describe how theories and ideas operate in the discipline of finance. The framework is simple: risk and reward, supply and demand extended learning—the global financial crisis extended learning—the impact of the Asian financial crisis on the financial system case study—the current possibilities of future financial crises C HAPTER 2 Commercial banks contains a detailed discussion on the commercial bank, including its role, products, off-balance-sheet business, regulation and supervision provides a concise explanation of the capital adequacy and liquidity standards that apply to banks under Basel III shifts the focus to Basel III, which was finalised in 2017, but which will take several more years to fully implement. Basel II is out, Basel III is in outlines aspects of the regulatory response to the global financial crisis extended learning—the standardised approach to credit risk extended learning—business continuity risk management extended learning—corporate governance and ethics case study—Australian banking’s prompt response to the new Basel requirements C HAPTER 3 Non-bank financial institutions a current examination of investment banks, managed funds, superannuation funds, cash management trusts, public unit trusts, life and general insurance offices, hedge funds, finance companies, building societies, credit unions and export finance corporations extended learning—project finance and structured finance case study—hedge fund managers, regulation, and current hedge fund trends C HAPTER 4 The share market and the corporation new approach focusing on Basel III considers the management structure of a publicly listed corporation discusses the important roles of a stock exchange in facilitating the listing of a corporation’s shares on the exchange (primary market role) and the ongoing trading of existing shares (secondary market role) on the share market examines the managed products and derivative products offered by a stock exchange, including exchange traded funds, contracts for difference, real estate investment trusts, infrastructure funds, options, warrants and futures contracts examines the interest rate market role, the trading and settlements roles, the information role and the regulatory roles of a stock exchange case study—industrial-scale blockchain in Australia C HAPTER 5 Corporations issuing equity in the share market introduces the capital budgeting investment decision process; funding issues related to debt and equity; initial public offerings, stock exchange listing rules and alternative forms of equity issues extended learning—current Australian Securities Exchange (ASX) listing requirements case study—covenant-lite loans and their risk implications C HAPTER 6 Investors in the share market considers the role of the investor in the share market; risks associated with buying and selling shares discusses taxation; financial performance indicators and the pricing of shares introduces share market indices and the interpretation of share market information case study—private equity firms, angel investors and exit strategies C HAPTER 7 Forecasting share price movements examines fundamental analysis and technical analysis approaches to share price forecasting updated consideration of the impact of electronic trading and technology on share prices introduces the random walk hypothesis and the efficient markets hypothesis (EMH) within the context of forecasting share price movements introduces behavioural finance as an alternative theoretical framework to the EMH for understanding share price movements case study—the effects of scandal on the market C HAPTER 8 Mathematics of finance: an introduction to basic concepts and calculations introduces the principles of mathematical calculations that underpin financial market instruments, including simple interest, compound interest, present value, future value, yield, annuities and effective rates of interest case study—the 4% rule and considering the feasibility of early retirement xxii vin22943_prelims_i-xxxiv.indd xxii 01/21/19 11:13 AM C HAPTER 9 Short-term debt examines the main sources and types of short-term intermediated and direct finance available to a business corporation, including trade credit, bank overdrafts, commercial bills, promissory notes, negotiable certificates of deposit, inventory finance, accounts receivable financing and factoring thoughtful analysis of the role of short-term debt in the GFC calculation of prices and yields on discount securities case study—the demise of the London Interbank Offer Rate (LIBOR) and the rise of the Bank Bill Swap Rate (BBSW) in the Australian economy C HAPTER 10 Medium- to long-term debt identifies the main types of longer-term debt available to a corporation, including term loans, fully drawn advances, mortgage finance, debentures, unsecured notes, subordinated debt and leasing calculation of prices and yields on fixed-interest securities extended learning—securitisation case study—Kangaroo bond markets and the development of the blockchain bond C HAPTER 11 International debt markets explores the structure of the international debt markets, in particular the euromarkets (eurocurrency, euronote and eurobond markets) and the US money and capital markets. examines the main generic products offered in the international debt markets considers the important role of credit rating agencies in the international debt markets extended learning—novation, subparticipation and transferable loan certificates extended learning—convertible bonds and warrants extended learning—US medium-term notes extended learning—Standard & Poor’s credit rating definitions case study—the triggering role played by credit agencies in the GFC, and how they operate in Australia today C HAPTER 12 Government debt, monetary policy and the payments system examines why governments issue short-term and longerterm debt securities, the types of securities and the pricing of those securities. It also considers the purpose and implementation of monetary policy; the operation of the payments system, exchange settlement accounts, real-time gross settlement and repurchase agreements bolstered by an updated treatment of the GFC and aftermath extended learning—fixed-coupon Treasury bonds: price calculation using the Australian Office of Financial Management (AOFM) formula case study—the New Payments Platform (NPP) in Australia and the consequent rising risk of fraud C HAPTER 13 An introduction to interest rate determination and forecasting examines the macroeconomic context and the loanable funds approach to interest rate determination and the impact of changes in related variables considers the term structure and risk structure of interest rates within the context of the expectations theory, the segmented markets theory and the liquidity premium theory extended learning—the yield curve and expectations theory calculations case study—the RBA’s decision to hold interest rates in Australia until 2020 C HAPTER 14 Interest rate risk measurement identifies methods used to measure interest rate risk and introduces an exposure management system examines interest rate risk measurement models, including re-pricing gap analysis, duration and convexity considers internal and external interest rate risk management techniques case study—APRA and BEAR as risk management regimes in Australia C HAPTER 15 Foreign exchange: the structure and operation of the FX market examines the structure, participants, operation and conventions in the global FX markets discusses and calculates spot and forward FX quotations considers the impact of the Economic and Monetary Union of the European Union (EMU) case study—fixed exchange rates and currency misalignments C HAPTER 16 Foreign exchange: factors that influence the exchange rate introduces different exchange rate regimes used by various nation-states in the context of a floating exchange rate, considers factors that affect the determination of an equilibrium exchange rate, including relative inflation rates, national income growth rates, interest rates, expectations and central bank intervention considers the application of regression analysis in the measurement of exchange rate sensitivity extended learning—purchasing power parity case study—the relationship between terrorist attacks and FX movements C HAPTER 17 Foreign exchange: risk identification and management recognises FX risk and presents an organisational FX risk policy structure discusses the measurement of transaction FX exposures xxiii vin22943_prelims_i-xxxiv.indd xxiii 01/21/19 11:13 AM Highlights of the ninth edition examines internal and external market-based hedging techniques using derivative products case study—do companies hedge or speculate in FX risk management? C HAPTER 18 An introduction to risk management and derivatives introduces the fundamentals of understanding risk and risk management provides a concise introduction to generic derivative products and markets, in particular futures, forwards, option and swap contracts case study—regulatory reforms and the ‘clearing’ of derivatives in global banking C HAPTER 19 Futures contracts and forward rate agreements examines the purpose, structure and operation of a futures market, including structuring and calculating risk management strategies considers forward rate agreement contracts and the use of an FRA to manage interest rate risk exposures case study—defining the SPI futures price contract on the S&P/ASX 200 Index, and its strengths and vulnerabilities in the current market C HAPTER 20 Options examines the purpose, structure and operation of options markets introduces option contract strategies that may be applied in a wide range of risk exposure scenarios case study—the Black-Scholes option-pricing model C HAPTER 21 Interest rate swaps, cross-currency swaps and credit default swaps examines the purpose of interest rate swaps (including facilitating speculation) and considers the construction of a swap to manage an interest rate risk exposure in the context of international markets, considers the construction of a currency swap to manage both an interest rate exposure and an FX risk exposure introduces the credit default swap and discusses the structure of, and parties to, a CDS case study—two perspectives on naked credit details swaps xxiv vin22943_prelims_i-xxxiv.indd xxiv 01/21/19 11:13 AM TEXT AT A GLANCE PART INTRODUCTIONS A short overview of the material that is covered in the following chapters is provided. They are a helpful introduction to how the key concepts, institutions or instruments work together and show how they fit within the larger picture. PART Four Government debt, monetary policy, the payments system and interest rates CHAPTER OPENERS Each chapter begins with a short overview of the information contained in the chapter, providing not only an introduction to the chapter, but also a useful study reference. 12.2 Commonwealth Government securities 12.3 State government securities 12.4 Monetary policy 12.5 The payments system Consider the reasons for the existence of government debt markets and the government borrowing requirement. LO 12.2 Outline features of the main debt instruments issued by the Commonwealth Government, that is, the Treasury bond and the Treasury note, and describe the issuance process, participants and complete relevant calculations. LO 12.3 Describe the purpose and structure of state government central borrowing authorities. LO 12.4 Outline the monetary policy techniques currently employed by the Reserve Bank through which it influences the level of interest rates in Australia, including open market operations and the impacts on system liquidity. LO 12.5 Describe the purpose and operation of the payments system, including exchange settlement accounts, real-time gross settlement and repurchase agreements. An introduction to interest rate determination and forecasting CHAPTER 14 385 11/27/1804:39PM Consider the reasons for the existence of government debt markets and the government borrowing requirement. Commonwealth government the central government of australia Budget deficit Consider the reasons for the existence of government debt markets and the government borrowing requirement. LO 12.2 Outline features of the main debt instruments issued by the Commonwealth Government, that is, the Treasury bond and the Treasury note, and describe the issuance process, participants and complete relevant calculations. LO 12.3 Describe the purpose and structure of state government central borrowing authorities. LO 12.4 Outline the monetary policy techniques currently employed by the Reserve Bank through which it influences the level of interest rates in Australia, including open market operations and the impacts on system liquidity. LO 12.5 Describe the purpose and operation of the payments system, including exchange settlement accounts, real-time gross settlement and repurchase agreements. Untitled-4 Calculate the price of a bond using the AOFM formula. 388 11/27/1804:39PM Chapter 12 Government debt, monetary policy and the payments system Primary market transactions ThesystemusedinAustraliafortheprimarymarketissueofTreasurybondsisknownasthetender system.Thefederaltreasurerhasthepowertodecideonthetimingofeachtender,andonthematurities, coupons and quantities of bonds to be marketed. This is currently managed through the Australian Office of Financial Management (AOFM). Withthetendersystem,theAOFMisconfidentthatinvestorswillalwayspurchaseanyTreasury bondsonoffer.Thebondsareofferedwithafixedinterestrate,butatenderwillbelodgedtobuythe bondsintermsoftheyieldtomaturity.Thatis,aninvestorwilloffertobuyatapremium,oradiscount, tothefacevalue. For example, if an issue is announced carrying a coupon of 5.75 per cent per annum but an investorrequiresarateof6.00percentperannum,underthetendersystemtheserieswillstillbefully subscribed.Buyerswillputinatenderwiththeirbidpricebeingsufficientlybelowthefacevalueofthe bondsothattheexisting5.75percentfixed-couponpayments,plusthecapitalgainatmaturity,will returnaneffectiveyieldof6.00percentonthepurchaseprice.Thatis,theinvestorwillbuythebond Partforlessthanthefacevaluetoday,receivetheperiodicfixed-couponpaymentsandfinallyreceivethe 4 Government debt, monetary policy, the payments system and interest rates facevalueofthebondatthematuritydate. ThecurrentproceduresinvolvedinbiddingforbondsareavailableonthewebsiteoftheAOFMat continued www.aofm.gov.au.Fixed-couponTreasurybondbidconditionsincludethefollowing. Tender system investors bid a price on government securities, thus setting the yield; allocated in order of lowest yields Australian Office of Financial Management (AOFM) a body established to manage commonwealth government debt issues • BidsmayonlybesubmittedelectronicallybyregisteredbiddersthroughtheAOFMtendersystem. of same-day funds are surplus balances in banks’ exchange settlement accounts, • Sources TheAOFMtendersystemisaccessedviatheelectronicYieldbrokerDEBTSSystem. Reserve Bank payments for market operations or repurchase arrangements with the Reserve Bank. CASE•• Theminimumbidmustbeforafacevalueof$1million,andthereafterinmultiplesof$1million. STUDY Found at the end of every chapter, each Bidsaretobemadeintermsofyieldtomaturityuptothreedecimalplaces,notintermsofprice. financial news case study central bank requires high-value transactions in the payments system to be settled by real• The time gross settlement (RTGS); that is, funds must be available in a bank’s exchange settlement contains excerpts from financial articles that provide real-world examples of • account immediately. The purpose is to reduce settlement risk and systemic risk. support RTGS, the Reserve Bank provides an intra-dayThey liquidity facility for same-day funds or • To concepts discussed within the chapter. are followed by related discussion an overnight liquidity facility, known as a repurchase agreements (repo). • • Reservethe Bank willopportunity provide a repo based on underlying eligible securities. An intra-day • The questions providing for self-assessment and putting into practice repo must be unwound by the end of the day. Table 12.1 Treasury bond series tender: bids and allotments what has been learned. The yield is calculated using the formula specified in the prospectus (see the Extended learning sectionattheendofthechapter). Bidsareacceptedinascendingorder;thatis,thelowest-yieldbid,whichcorrespondstothehighest price,isacceptedfirstandthequantityofthatbidisallotted.Thenthesecondlowestofthetendered yieldsisacceptedandsoon,untiltheissueisfullysubscribed.ThisisillustratedinTable12.1. Biddersmaysubmitmultiplebids,atdifferentyields,fortheonebondseries. TreasurybondpurchasesaresettledusingtheAustraclearsettlementsystem. 30 2 6.40 35 35 3 6.50 25 25 6.60 30 10 4 The Commonwealth Government borrowing requirement 11/27/1804:39PM Yield Competitive bids Allotment: Allotment: Reserve (% p.a.) ($ millions) competitive ($ millions) Bank ($ millions) 6.30 CASE STUDY 30 THE NEW PAYMENTS PLATFORM (NPP) IN AUSTRALIA AND THE RISK OF FRAUD In Chapter 12 we examined the establishment of a new payments platform in Australia that enables 5 6.65 25 nil quick payments. The basic structure of NPP includes a network to connect participants, a switch that Weighted average yield 6.42messages between participants and an addressing 20 transfers service with a simpler payment address such as a phone number or an email 100 address. Totals 145 20 The government must manage its financial position, including the timing of its cash flows and the platform financing of capital expenditures. The matching principle (discussed in Chapter 1) alsoThe applies to is equipped with a faster payment service that enables real-time handling and settlement Table 12.1 illustrates hypothetical bond tender where the government issues $120the million of a transactions, regardless of size. The platform uses ISO of 20022 standard for electronic data government; that is, the government funds any shortfall in short-term liquidity requirements with Weighted average Treasurybonds.TwentymilliondollarsoftheissueisallocatedtotheReserveBankattheweighted interchange data than most of the other the issue of short-term debt securities, and any shortfall in its long-term capital expenditures and between financial institutions with the capability to convey more issue yield average issue yieldannouncedfortherelevanttender.Theremaining$100millionisallottedaccording messaging formats (NPP Australia, 2018). Financial institutions and customers are expected to reap the the average of the commitmentswiththeissueoflong-termdebtsecurities. tothebidsthatarereceived.Intheexample,theAOFMreceivescompetitivebidsfromfiveparties proportional yields bid benefits of the new platform; however, critics argue that the number of fraudulent transactions will rise. Aliquidityshortfallmayoccurifthereisamismatchbetweenthetimingofgovernmentintra-year totalling$145million,andthesehavebeenarrangedinascendingorderinthetable.Thefirstbidder on a bond issue expendituresandthereceiptofrevenues.Acapitalexpenditureshortfalloccurswhenabudgetisin It is notable that most credit card frauds take place online or over the telephone and involve stealing 393 deficit,thatis,whencapitalexpendituresaregreaterthantaxandotherincomereceipts.Ifnecessary, details (card numbers, names etc), not the plastic card itself. According to the Australian Payments Network, almost 85 per cent of thefts involving credit cards occurred when the details were theAustraliangovernmentissuestwomainformsofdebtsecurity:theshort-termTreasurynoteandthe compromised. longer-termTreasurybond. Thissectionexamines,first,theCommonwealth Government’slong-term(orfull-year)borrowing Untitled-4 393 The NPP enables instant transfer of money, and such transfers are deemed11/27/1805:36PM to be irreversible. Each requirements,and,second,thegovernment’sshort-termliquidityrequirements(thosethatexistwithin financial institution could impose limits on the upper value of transfers, however, these are expected afinancialyear). to be higher than credit card limits and similar to limits on transfers using BSB numbers. According to 12.1.1 occurs when a government’s expenditures exceed its revenues over a fiscal year LO 12.1 KEY TERMS, MARGIN DEFINITIONS AND THE KEY TERMS LIST Each key term or concept is highlighted in the text at its first appearance, and the definition is provided in the corresponding margin. A boxed list of these key terms appears at the end of each chapter and each entry is followed by the page on which it first appeared. All of the key terms, with their definitions, appear in the glossary. Part 4 Government debt, monetary policy, the payments system and interest rates LEARNING OBJECTIVE 12.1 The payments system CHAPTER SNAPSHOT This brief outline at the beginning of every chapter launches the reader into the content, providing a helpful overview of what is to come and placing the ideas in their broader context. 1 12.1 Monetary policy 12.5 LO 12.6 Calculate the price of a bond using the AOFM formula. 388 State government securities 12.4 Extended learning Bid Untitled-4 Commonwealth Government securities 12.3 Interest rate risk measurement Extended learning LO 12.6 The Commonwealth Government borrowing requirement 12.2 CHAPTER 13 Learning objectives LO 12.1 12.1 Learning objectives Government debt, monetary policy and the payments system LEARNING OBJECTIVES These numbered points clearly outline what each reader should know and be able to do by the end of the chapter. They will also assist in exam revision. Each learning objective notes the numbered section in which the CHAPTER 12 learning objective appears in Government the chapter. debt, They are directly monetary policy and linked to the end-of-chapter the payments system summary, which systematically CHAPTERthrough OUTLINE works each learning objective. The Commonwealth Government borrowing requirement CHAPTER OUTLINE CHAPTER 12 Untitled-4 12.1 CHAPTER 12 Government debt, monetary policy and the payments system critics, this is a potential problem. The borrowing requirement: full financial year Online fraud has almost doubled in the UK since a faster payment system was adopted. The system had a payment limit of £100 000 in 2010 and £250 000 in 2015. In 2017, there was a notable case known Aborrowingrequirementariseswhenagovernment’sexpendituresexceeditsrevenuesinanyparticular as the ‘Friday afternoon fraud’, where a group of fraudsters hacked into the emails between solicitors period.Overafullfinancialyearthissituationgivesrisetoabudget deficit.AscanbeseeninFigure12.1, and their home-buying clients on the day money was to be transferred. the Commonwealth Government’s financial position has changed quite significantly throughout the The fraudsters impersonated the solicitor and communicated to the clients that the payment details had last10years. been changed and that the payments should be made to a different account. By the time the victims realised, the money had been transferred (Worthington, 2018). Earlier, the banks had up to three days Figure 12.1 Commonwealth Government budget outcomes ($ billions) to stop a transfer when a scam was detected, but with the transition to faster payments there was less time to detect and stop fraudulent transactions such as these (Yeates, 2018). 30 26.7 28.1 20 14.2 10 2015–16 2016–17 2014–15 2013–14 –18.2 –33.2 410 Untitled-4 410 –14.5 xxv 2018–19 –37.4 –40.4 2017–18 –47.0 –23.5 2011–12 2010–11 2009–10 2008–09 2007–08 2006–07 2005–06 –10 –44.5 –52.0 2012–13 –56.5 –31.3 0 There is reason to be optimistic that advances in security will outpace the ingenuity of fraudsters. Traditional security measures, like passwords, are on the decline. Knowledge-based passwords are often compromised. Australian banks are planning to introduce biometrics, including voice recognition, facial recognition and fingerprints. Last year, ANZ added a voice-ID function to its banking app that allows customers to carry out high volume transactions without a PIN or a password. HSBC also experienced success in detecting fraud by implementing biometrics. Approximately $7 million of attempted fraud –20 vin22943_prelims_i-xxxiv.indd xxv–30 –40 11/27/1804:44PM 01/21/19 11:13 AM Text at a glance REFLECTION POINTS Located after every major section within each chapter, the reflection points highlight the most significant material covered and provide regular onlytomeettherepaymentsontheborrowedfunds,thelessorsgenerallyrelyontaxdeductionsfrom summaries. They are a useful tool for revision, helping thedepreciationoftheequipmentandfromtheinterestpaidtothedebtpartiestoearntheirreturn. Sinceleveragedleasingcanbequitecomplexandmayinvolvequiteafewpartiestothearrangement, itiscommonforthearrangementstobehandledbyalease manager.Theleasemanagerstructures, students to identify areas that require further study. negotiatesandplacestheleasetransaction,andmanagesthetransactionforthelifeofthelease. Chapter 10 Medium- to long-term debt Lease manager the arranger and ongoing manager of a leveraged lease that brings together the lessor, debt parties and the lessee MASTER BEFORE YOU MOVE ON These chapter summaries comprehensively review the topics covered in each chapter and are linked directly to the learning objectives, listing each learning objective and a summary of the relevant material. Part 1 Financial institutions Master before you move on Reflection points • • • • • • • • A lease is a contract whereby the owner of an asset (the lessor) allows another party (the lessee) to use that asset for an agreed period in return for lease payments. Major providers of lease finance are banks and finance companies. LEARNING OBJECTIVE 1.1 Understand the basic frameworks that underlie the facts that characterise financial institutions, financial instruments and financial markets. Advantages of lease financing are that it does not use up lines of credit, it provides 100.00 per cent financing, payments can be matched with revenue generation, payments are generally tax deductible, it may not breach existing loan covenants and assets can be leased for the actual periods they are needed. • • • • An operating lease is a full-service lease where an asset is leased for a relatively short period, then returned to the lessor. The lessor maintains and insures the asset and leases it again and again. A finance lease is a long-term net lease where an asset is leased once. The lessee maintains and insures the asset and makes periodic lease payments. The lessee is required to make a lump-sum residual payment at the completion of the lease contract. • Sale and lease-back occurs when the original owner of an asset sells the asset and then enters into an arrangement to lease back the asset. The interconnected global financial system traces its origins to the introduction of money and the development of local markets to trade goods. Money is a medium of exchange that facilitates transactions for goods and services. With wealth being accumulated in the form of money, specialised markets developed to enable the efficient transfer of funds from savers (surplus entities) to users of funds (deficit entities). Financial instruments incorporate attributes of risk, return (yield), liquidity and time-pattern of cash flows. Savers are able to satisfy their own personal preferences by choosing various combinations of these attributes. By encouraging savings, and allocating savings to the most efficient users, the financial system has an important role to play in the economic development and growth of a country. The real economy and the financial system are connected. A cross-border lease occurs when parties to a lease extend into another country; it involves foreign exchange risk. LEARNING OBJECTIVE 1.2 A direct finance lease involves two parties, the lessor and the lessee. The lessor retains ownership of the asset and may also seek additional guarantees to support the lease contract. Explain the functions of a modern financial system and categorise the main types of financial institutions, including depository financial institutions, investment banks, contractual savings institutions, finance companies and unit trusts. A leveraged finance lease is an arrangement whereby the lessor borrows to fund the purchase of an asset that is to be leased. Often a lessor partnership is formed for big-ticket items such as ships and aircraft. Because of the complexity of leveraged leasing arrangements, a lease manager will be responsible for the management of the contract. • • • • CASE STUDY • • THE KANGAROO BONDS AND BLOCKCHAIN BOND-I’s Kangaroo bonds or Matilda bonds are Australian dollar-denominated bonds issued by non-Australian issuers after complying with local laws and regulations. They represent the largest share of the Australian domestic bond market after Australian Government Securities (AGS) and semi-government securities (Semis) (Bergmann & Nitschke, 2018). The bond issuers are major banks and financial institutions of high credit quality who participate in the Australian foreign exchange and derivative markets. The experience of these firms in the Australian bond market also helps other countries develop their domestic bond markets (Batten, Hogan & Szilagyi, 2008). 337 • Untitled-5 337 Advantages of lease financing are that it does not use up lines of credit, it provides 100.00 per cent financing, payments can be matched with revenue generation, payments are generally tax deductible, it may not breach existing loan covenants and assets can be leased for the actual periods they are needed. 11/27/1804:47PM CHAPTER TEN REVIEW A company normally enters a foreign market to gain access to better interest rates. Kangaroo bonds are normally issued when interest rates in Australia are low relative to the domestic rate of the foreign Chapter 10 Medium- to long-term debt corporation. This will help to lower the interest expense and cost of borrowing for the issuer. These bonds, which are denominated in the local currency, form an attractive investment opportunity for • • • operating lease is a full-service lease where an asset is leased for a relatively short period EXTENDED LEARNING The extended learning sections • An and then returned to the lessor. The lessor maintains and insures the asset and leases it again and again. provide an additional resource for self-assessment and lease is a long-term net lease where an asset is leased once. The lessee maintains • Aandfinance insures the asset and makes periodic lease payments. The lessee is required to make a a variety of activities designed to address the more lump-sum residual payment at the completion of the lease contract. and lease-back occurs when the original owner of an asset sells the asset and then enters • Sale into an arrangement to lease of back the asset.chapter. These sections are complex aspects the cross-border lease occurs when parties to a lease extend into another country; it involves • Aforeign exchange risk. accompanied by extended learning questions which test direct finance lease involves two parties, the lessor and the lessee. The lessor retains • Aownership of the asset and may also seek additional guarantees to support the lease contract. students’ understanding of the material. A leveraged finance lease is an arrangement whereby the lessor borrows to fund the purchase • of an asset that is to be leased. Often a lessor partnership is formed for big-ticket items such as ships and aircraft. Because of the complexity of leveraged leasing arrangements, a lease manager will be responsible for the management of the contract. Extended learning A financial system encourages accumulated savings that are then available for investment within an economy. A modern financial system comprises financial institutions, instruments and markets that provide a wide range of financial products and services. A range of different financial institutions has evolved to meet the needs of financial market participants and to support economic growth. Depository institutions, such as commercial banks, building societies and credit unions, specialise in gathering savings in the form of deposits and using those funds to provide loans to customers. Investment banks tend to specialise in the provision of advisory services to clients (e.g. merger and acquisition advice). Contractual savings institutions, such as insurance offices and superannuation funds, enter into contracts in which they receive funds on the undertaking that they will pay a policyholder, or member of a fund, a specified sum when a nominated event occurs. Finance companies sell debt instruments directly to surplus entities and then use those funds to provide loans and lease financing to borrowers. Unit trusts sell units in a trust. The accumulated funds in the trust are pooled and invested in asset classes specified within the trust deed. Commercial banks dominate in terms of their share of the assets of financial institutions. LEARNING OBJECTIVE 1.3 Define the main classes of financial instruments that are issued into the financial system, that is, equity, debt, hybrids and derivatives. • • 30 Financial instruments are central to any financial relationship between two parties. Where the saver acquires an ownership claim on the deficit entity, the financial instrument is referred to as equity. END OF CHAPTER QUESTIONS A number of different question types are included to test student recall and understanding of the material covered in the chapter. Untitled-6 30 11/27/1805:49PM The Essay questions provide the opportunity to put the concepts that have been learned into practice, highlighting students’ ability to analyse and evaluate the material. Part 1 Financial institutions LEARNING OBJECTIVE 10.6 Understand the detailed process of financial asset securitisation. • Securitisation Is there a large budget deficit and a lot of government debt outstanding? The Extended learning questions relate to the • • in-depth extended learning sections and require • • students to• demonstrate a deeper understanding of • the concepts • and theories presented in the chapter. Is there loose monetary policy and high inflation? Financial institutions and corporations accumulate financial assets and other entitlements, such as accounts receivable, mortgage-backed housing loans, credit card receivables and utility rates, which generate future cash flows over time. There are no secondary markets which specifically trade in individual assets such as these, so the process of securitisation has evolved to allow the sale of these types of non-liquid financial assets that have specified future cash flows associated with them. For example, housing loans have future cash flows attached in the form of periodic interest payments and principal repayment. Is the domestic economy in, or at risk of, a recession? Is there a large current account deficit? Is there a large amount of foreign debt? Is there an asset price boom (especially credit driven) occurring? Are there a lot of bad debts in the banking system, or is there a poor system of bank supervision? Securitisation is a form of financing in which the cash flows associated with existing financial assets are used to service funding raised through the issue of asset-backed securities. For example, the securitisation of mortgage loans involves the bundling together of a group of mortgage loans with similar characteristics, such as term to maturity. The loan originator (e.g. bank) then sells the bundle of mortgage loans to the trustee of a special-purpose vehicle (SPV). In order to be able to pay for the purchase of the mortgage assets from the loan originator, the trustee of the SPV raises the funds by issuing new securities to investors, particularly institutional investors. • Has there been a lot of unhedged foreign currency borrowing? Are there poor accounting standards, few disclosure requirements or ambiguous bankruptcy procedures? These 12 points form a strong starting point for financial crisis analysis. However, you should be aware that all of the factors will not always be evident, and that the existence of some factors does not by itself imply an imminent crisis situation. Also, as with past financial crises, each future crisis will have its own particular set of defining characteristics. Institutional investors are attracted to this type of investment because, in theory, the level of risk is relatively low because the securities issued by the SPV trustee are supported by the cash flows and mortgages associated with the loans purchased from the originator. As the owner of the mortgage loans, the trustee receives the future loan instalments paid by the housing loan borrowers. The trustee uses these future cash flows to pay interest on the new securities issued to institutional investors and repays those securities on maturity. Questions The diagrammatic representation of the securitisation process is shown in Figure 10A.1, and may be summarised as follows: Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points you raise in relation to each question. • Essay questions 1 Financial assets (e.g. housing mortgage loans) accumulate and are funded on the balance sheet by a loan originator, such as a commercial bank. 341 Untitled-5 341 11/27/1804:49PM 2 Describe the flow of funds that characterises any financial system. (LO 1.1) 3 Explain why an investor should consider the time-pattern of cash flows and the variability of the cash flows associated with a multi-period investment, rather than simply assessing the investment on the basis of the total cash flows received. (LO 1.1) 4 Risk preferences shape the decisions that people and businesses make when under conditions characterised by risk and uncertainty. Outline the three ways in which economists categorise decision makers and explain how each type of decision maker will choose differently when confronted with a risky choice. (LO 1.2) 5 Identify and discuss three changes in the distribution of assets among the financial institutions that have occurred during the period of the global financial crisis and Australia’s recovery from it (2008 to 2018). The information required is presented in Table 1.1. (LO 1.2) 6 Financial instruments may be categorised as equity, debt or derivatives. Discuss each category. In your answer, make sure you explain the differences between debt, equity and derivatives. (LO 1.3) 7 During the GFC, the funding of longer-term assets with short-term borrowing was identified as a point of weakness in the operations of financial institutions. Discuss this statement with reference to the matching principle. (LO 1.4) 8 xxvi The concepts of risk, reward, supply and demand underlie the complexity of financial instruments. How could we use these concepts, for example, to explain the rate of return expected by a shareholder in Telstra and the price at which Telstra shares change hands on the stock market? (LO 1.1) (a) What are the differences between primary market and secondary market financial transactions? (b) Why is the existence of well-developed secondary markets important to the functioning of the primary markets within the financial system? (LO 1.4) 38 vin22943_ch01_001-040.indd vin22943_prelims_i-xxxiv.indd xxvi 38 01/09/1904:06PM 01/21/19 11:13 AM Text at a glance EXPLORING FINANCE ON THE WEB This updated resource provides a comprehensive list of useful finance websites including central banks, financial institutions, government sites, exchanges and markets. It also provides online learning tools such as financial newspapers and magazines, currency converters, background reading and suggested databases. CAREERS IN FINANCE Introduces students to the enormous career opportunities that exist in both local and international economics. A list of web addresses of select employers of finance graduates is a source of organisation-specific career information. A useful guide to preparing online applications is also presented. EXPLORING FINANCE ON THE WEB CAREERS IN FINANCE A career in finance can be established in any country, economic sector, industry sector, business or government and the range of career opportunities is enormous. For example, commercial banking provides an enormous range of options including retail finance, corporate lending, international banking, treasury and information technology, to name but a few. Investment banking also offers specialist finance opportunities including mergers and acquisitions, project finance, securitisation, underwriting and venture capital. For those interested in portfolio management, there are many fund managers, including superannuation funds, operating in Australia. And those people interested in working directly with clients might find that personal financial planning is another career opportunity to explore. Small, medium and large businesses all require people skilled in finance to manage their assets, liabilities and cash flows. Government departments and authorities also require finance graduates to assist with the financing of capital or recurrent expenditures. Finance is global and there are possibilities for working in a range of developing and advanced financial markets. During your studies you may find certain areas of finance that particularly excite and interest you. Research the types of organisations that provide career opportunities in your areas of interest; understand the structure and culture of the organisations and carefully consider the organisation’s guidelines for graduate employment. Most large employers include a link to this information on their website. Some examples include: ANZ Banking Group – www.anz.com.au/about-us/careers Commonwealth Bank – www.commbank.com.au/about-us/careers.html National Bank of Australia – www.nab.com.au/about-us/careers Westpac Banking Corporation – www.westpac.com.au/about-westpac/careers Goldman Sachs – www.goldmansachs.com/careers Macquarie Bank – www.macquarie.com.au/careers Reserve Bank of Australia – www.rba.gov.au/careers Australian Prudential Regulation Authority – www.apra.gov.au/aboutAPRA/workingatAPRA Department of Treasury – www.treasury.gov.au/About-Treasury/recruitmentandcareers Telstra Corporation – www.telstra.com.au/careers BHP Billiton Limited – www.bhpbilliton.com/careers KPMG – www.kpmg.com/au/en/careers Ernst & Young – www.ey.com/au/en/careers The following websites have been selected as useful and interesting sources of information relevant to financial institutions, instruments and markets. As you continue your search of the internet you will find many more sites; this is just the beginning! See your library’s subject page on finance/economics/business where there will be listings of search terms for the library catalogue and for databases, lists of subject-specific dictionaries and resources available to use/borrow, often with their call numbers and the general call numbers to look for your subject. These pages may also list significant journals in your field as well as databases and newspapers. BACKGROUND READING FINANCE GLOSSARIES Both Yahoo! and Google provide good entry points for the latest news, facts and figures as well as providing a gateway to other resources. Yahoo! has a specific Australian and New Zealand site, www.yahoo.com.au/ finance. Google Finance has an international site, www. google.com/finance. This text includes a glossary of the main financial market words referred to in the book. As you extend your understanding of the financial system further, www. investorwords.com provides online access to over 6000 words and 20 000 links. It is the biggest financial glossary on the web. DATABASES This is a list of some of the suggested databases your library may have access to that contain finance articles and information. If your institution does not have access to all the databases you may be able to get access through another institution, so check with your library about borrowing rights at other universities. Proquest: Academic research library Covers finance, has full text articles. Connect4: Annual report collections Business provides full text annual reports from various Australian companies including some company financial statements. APA Full Text (Australian Public Affairs full text) Lists a large range of Australian periodicals with some access to full text. Proquest: Banking Information Sources International database, full text article access. Covers banking and industry and the financial services industry. Expanded Academic ASAP Full text articles available, international. Factiva Full text available, covers most Fairfax publications including Business Review Weekly, The Australian Financial Review and The Age. Science Direct Full text, international. Includes access to journals such as Journal of Financial Markets, Journal of International Money and Finance and Journal of Banking and Finance. You can find these databases by selecting your subject (finance, business, economics) and searching the library subject pages for relevant journal listings. Alternatively, look them up in alphabetical order through the online library catalogue to check for access. You may need a password when accessing them off campus. Tips for online applications Before you start • WORLD CURRENCIES http://en.wikipedia.org/wiki/List_of_circulating_currencies This site has a comprehensive list of the majority member states of the United Nations with their ISO-4217 currency codes and abbreviations listed. www.xe.com/currencyconverter provides a convenient foreign exchange currency converter. xxx FM.indd – Allow yourself plenty of time as each application can take between two and four hours at a minimum! Read the application instructions carefully, to determine whether you: – have the appropriate/minimum software and hardware to undertake this process – have the option of downloading a copy of the application form to assist you in preparing all relevant information and in filling out the form – have to fill out the form in one sitting, or whether you have the option of saving, exiting out and returning to the form when you are ready • • • know what information you will be required to include in the application form (course/unit details, results etc.) so you can have this handy when you are completing the forms – know whether additional information (cover letters, etc.) can be attached if desired. Obtain a copy of your academic transcript. Collect all the information you require, for example course/unit details. Also have electronic access to your résumé to cut and paste into the application form. If you need to use computer labs or library computers, book ahead of time. xxxii xxx 11/27/1807:02PM GLOSSARY This useful list of definitions contains all of the key terms and concepts as they appear in the margin notes. FM.indd xxxii Glossary acceptance a bank puts its name on a bill issued by a third party; bank accepts primary liability to repay the face value of the bill at maturity acceptor a bank that puts its name on the face of a bill and takes primary liability to repay the holder at maturity arbitrage simultaneously taking advantage of buy and sell price differences between markets arbitrageur a party that simultaneously conducts buy and sell transactions in two or more markets in order to take advantage of price differentials between markets accounting ratios measures of a company’s financial and management performance, strength and efficiency ARBL gap a positive ARBL gap exists when assets are re-priced before liabilities, and a negative ARBL gap exists when liabilities are re-priced before assets accounts receivable an asset on the balance sheet representing amounts due to the business ascending triangles form an uptrend characterised by increasing bottoms and horizontal tops accounts receivable financing a loan obtained by a firm using current accounts receivable debtors as security to support the loan ask price the price at which an FX dealer will sell the base currency accumulation index measures changes in share prices, plus the reinvestment of dividends received active ETFs a type of ETF that deploys strategies designed to outperform a market index active FX strategy hedging techniques are continually adjusted in response to forecast changes in exchange rates active investment a portfolio structure based on share analysis, new information and risk/return preferences FINANCIAL ABBREVIATIONS This comprehensive list covers all the major financial abbreviations used both in the text and in the financial world, providing a quick, easy-to-use reference point. It is helpfully located on the inside front cover to make looking up terms easy. 11/27/1807:01PM asset management a bank restricts growth in its lending to the level of funds available from its depositor base asset portfolio a combination of assets, each comprising attributes of return, risk, liquidity and timing of cash flows asset transformation the ability of financial intermediaries to provide a range of products that meet customers’ portfolio preferences age pension a limited regular income stream paid by a government to older retired persons assets re-priced before liabilities (ARBL) a risk management principle that ensures net margins and profitability are protected agency problem the conflict of interest that may exist between shareholders and management of a corporation assets test minimum level of assets to be held by an entity seeking listing on a stock exchange agent bank conducts the ongoing administration role of an established syndicated loan facility ASX Trade the electronic securities trading platform used by the ASX to facilitate trading in equity securities listed on the ASX WORLD CURRENCIES Located on the inside back ASX Trade24 the electronic securities trading platformcover used by the ASX to facilitate trading in futures, options and contracts for difference listed on the ASX lists the for ease of reference, this handy, updated table at-the-money the physical market price and the option American-type options options that can be exercised price arecountries, the same at any time up to the expiration currencies of alldatethe world’sexercise major as well as Austraclear an electronic clearing house for a range amortised loan a loan that is progressively repaid of financial instruments, including Treasury bonds by regularcommon equal instalments that comprise interest their abbreviations. payments and part-principal repayment American depositary receipt (ADR) a security (depositary share) issued by a US depositary bank that is supported by shares held of a foreign listed company amortised loan instalments regular and equal loan instalments that comprise the current interest payment due, plus part repayment of the loan principal outstanding annuity a series of cash flows of equal amount, equally spaced over time annuity due periodic cash flows that occur at the beginning of each period Australian Office of Financial Management (AOFM) a body established to manage Commonwealth Government debt issues Australian Securities and Investments Commission (ASIC) the regulatory body responsible for the supervision of the Corporations Act in Australia authorised deposit-taking institution (ADI) financial institution authorised by APRA to accept retail deposits in Australia 691 vin22943_glo_691-711.indd vin22943_prelims_i-xxxiv.indd xxvii 691 xxvii 01/09/1904:23PM 01/21/19 11:13 AM McGraw-Hill Connect® is the only learning platform that continually adapts to you, delivering precisely what you need, when you need it. Proven effective With Connect, you can complete your coursework anytime, ­anywhere. Millions of students have used Connect and the results are in: research shows that studying with McGraw-Hill Connect will increase the likelihood that you’ll pass your course and get a better grade. Connect support Connect includes animated tutorials, videos and additional embedded hints within specific questions to helf you succeed. The Connect Success Academy for Students is where you’ll find tutorials on getting started, your study resources and completing assignments in Connect. Everything you need to know about Connect is here! Visual progress Connect provides you with reports to help you identify what you should study and when your next assignment is due, and tracks your performance. Connect’s Overall Performance report allows you to see all of your assignment attempts, your score on each attempt, the date you started and submitted the assignment, and the date the assignment was scored. To learn more about McGraw-Hill Connect®, visit http://www.mheducation.com.au/student-connect vin22943_prelims_i-xxxiv.indd xxviii 01/21/19 11:13 AM LearnSmart Advantage is a series of adaptive learning products fuelled by LearnSmart—the most widely used and adaptive learning resource proven to strengthen memory recall, increase retention and boost grades. Adaptive learning No two students are the same, so why should their ­learning experience be? Adaptive technology uses ­continual ­assessment and artifical intelligence to personalise the ­learning experience for each individual student. As the ­global leader in adaptive and personalised learning ­technologies, ­McGraw-Hill Education is pioneering ways to improve results and retention across all disciplines. SmartBook Fuelled by LearnSmart, SmartBook is the first and only adaptive reading experience available today. Starting with an initial preview of each chapter and key learning objectives, students read material and are guided to the topics they most need to practise at that time, based on their responses to a continuously adapting diagnostic. To ensure concept mastery and retention, reading and practice continue until SmartBook directs students to recharge and review important material they are most likely to forget. LearnSmart LearnSmart maximises learning productivity and efficiency by identifying the most important learning objectives for each ­student to master at a given point in time. It knows when students are likely knowledge from their short-term to long-term memory. LearnSmart is proven to improve academic performance, ensuring higher retention rates and better grades. To find out more about SmartBook visit http://www.mheducation.com.au/student-smartbook vin22943_prelims_i-xxxiv.indd xxix 01/21/19 11:13 AM EXPLORING FINANCE ON THE WEB The following websites have been selected as useful and interesting sources of information relevant to financial institutions, instruments and markets. As you continue your search of the internet you will find many more sites; this is just the beginning! See your library’s subject page on finance/economics/business where there will be listings of search terms for the library catalogue and for databases, lists of subject-specific dictionaries and resources available to use/borrow, often with their call numbers and the general call numbers to look for your subject. These pages may also list significant journals in your field as well as databases and newspapers. BACKGROUND READING FINANCE GLOSSARIES Both Yahoo! and Google provide good entry points for the latest news, facts and figures as well as providing a gateway to other resources. Yahoo! has a specific Australian and New Zealand site, www.yahoo.com.au/finance. Google Finance has an international site, www.google.com/finance. This text includes a glossary of the main financial market words referred to in the book. As you extend your understanding of the financial system further, www.investorwords.com provides online access to over 6000 words and 20 000 links. It is the biggest financial glossary on the web. DATABASES This is a list of some of the suggested databases your library may have access to that contain finance articles and information. If your institution does not have access to all the databases you may be able to get access through another institution, so check with your library about borrowing rights at other universities. Proquest: Academic research library Covers finance, has full text articles. Connect4: Annual Report Collection Business provides full text annual reports from various Australian companies including some company financial statements. APA Full Text (Australian Public Affairs full text) Lists a large range of Australian periodicals with some access to full text. Proquest: Banking Information Sources International database, full text article access. Covers banking and industry and the financial services industry. Expanded Academic ASAP Full text articles available, international. Factiva Full text available, publications include Business Review Weekly, The Australian Financial Review and The Age. Science Direct Full text, international. Includes access to journals such as Journal of Financial Markets, Journal of International Money and Finance and Journal of Banking and Finance. You can find these databases by selecting your subject (finance, business, economics) and searching the library subject pages for relevant journal listings. Alternatively, look them up in alphabetical order through the online library catalogue to check for access. You may need a password when accessing them off campus. WORLD CURRENCIES http://en.wikipedia.org/wiki/List_of_circulating_currencies This site has a comprehensive list of the majority member states of the United Nations with their ISO-4217 currency codes and abbreviations listed. www.xe.com/currencyconverter provides a convenient foreign exchange currency converter. xxx vin22943_prelims_i-xxxiv.indd xxx 01/21/19 11:13 AM Exploring finance on the web FINANCE MEDIA Although not all of these may be available from your library (either in hard copy or through online access with a password) it is worth investigating the possibilities of interlibrary loans. Ask your subject librarian for information about accessing the catalogues of other libraries. Wall Street Journal http://online.wsj.com/public/asia The Wall Street Journal has great information available online without subscription. MSN Money www.money.msn.com A useful site that has good coverage of financial events in the ‘news’ section including video clips. The Financial Times www.ft.com/home/uk Online access to full text articles from either the UK, US or Asian editions of the paper. Fortune Magazine http:www.fortune.com Fortune Magazine home, access to full text articles. AUSTRALIAN AND INTERNATIONAL INFORMATION PROVIDERS INSTITUTIONS AND AUTHORITIES Bloomberg – www.bloomberg.com Dow Jones – www.dowjones.com Thomson-Reuters – www.reuters.com The Reserve Bank of Australia website www.rba.gov.au/links provides direct link access to the websites of: central banks EMEAP members other international organisations Australian government departments and ­authorities Australian legislation Australian financial sector organisations AUSTRALIAN MAJOR BANKS ANZ Banking Group – www.anz.com.au Commonwealth Bank of Australia – www.commbank.com.au National Australia Bank – www.nab.com.au Westpac Banking Corporation – www.westpac.com.au SELECT INTERNATIONAL FINANCIAL INSTITUTIONS Allianz – www.allianz.com Citibank – www.citibank.com Credit Suisse – www.credit-suisse.com Goldman Sachs – www.goldmansachs.com ING Bank – www.ing.com JPMorgan Chase & Co – www.jpmorgan.com UBS Investment Bank – www.ubs.com CREDIT RATING AGENCIES Fitch Ratings – www.fitchibca.com Moody’s Investors Service – www.moodys.com Standard & Poor’s – www.standardandpoors.com EXCHANGES AND MARKETS Australian Securities Exchange – www.asx.com.au New Zealand Stock Exchange – www.nzx.com CME Group (Chicago Board of Trade and Chicago Mercantile Exchange) – www.cmegroup.com Hong Kong Exchange – www.hkex.com.hk Euronext (formerly London International Financial Futures Exchange) – www.euronext.com London Metal Exchange – www.lme.com London Stock Exchange – www.londonstockexchange.com Lloyds of London – www.lloyds.com NASDAQ – www.nasdaq.com New York Stock Exchange – www.nyse.com Shanghai Stock Exchange – http://english.sse.com.cn/ Singapore Exchange – www.sgx.com ASX Trade24 (Futures) – www.asx.com.au Tokyo Stock Exchange – www.jpx.co.jp/english/ CLEARING, SETTLEMENTS AND CUSTODIAN SERVICES Austraclear – www.asx.com.au Clearstream – www.clearstream.com Euroclear – www.euroclear.com Reserve Bank Information and Transfer System – www.rba. gov.au/payments-and-infrastructure/rits/ SWIFT – www.swift.com xxxi vin22943_prelims_i-xxxiv.indd xxxi 01/21/19 11:13 AM CAREERS IN FINANCE A career in finance can be established in any country, economic sector, industry sector, business or government and the range of career opportunities is enormous. For example, commercial banking provides an wide range of options including retail finance, corporate lending, international banking, treasury and information technology, to name but a few. Investment banking also offers specialist finance opportunities including mergers and acquisitions, project finance, securitisation, underwriting and venture capital. For those interested in portfolio management, there are many fund managers, including superannuation funds, operating in Australia. And those people interested in working directly with clients might find that personal financial planning is another career opportunity to explore. Small, medium and large businesses all require people skilled in finance to manage their assets, liabilities and cash flows. Government departments and authorities also require finance graduates to assist with the financing of capital or recurrent expenditures. Finance is global and there are possibilities for working in a range of developing and advanced financial markets. During your studies you may find certain areas of finance that particularly excite and interest you. Research the types of organisations that provide career opportunities in your areas of interest; understand the structure and culture of the organisations and carefully consider the organisation’s guidelines for graduate employment. Most large employers include a link to this information on their website. Some examples include: ANZ Banking Group – www.anz.com.au/about-us/careers Commonwealth Bank – www.commbank.com.au/about-us/careers.html National Bank of Australia – www.nab.com.au/about-us/careers Westpac Banking Corporation – www.westpac.com.au/about-westpac/careers Goldman Sachs – www.goldmansachs.com/careers Macquarie Bank – www.macquarie.com.au/careers Reserve Bank of Australia – www.rba.gov.au/careers Australian Prudential Regulation Authority – www.apra.gov.au/aboutAPRA/workingatAPRA Department of Treasury – www.treasury.gov.au/About-Treasury/recruitmentandcareers Telstra Corporation – www.telstra.com.au/careers BHP Billiton Limited – www.bhpbilliton.com/careers KPMG – www.kpmg.com/au/en/careers Ernst & Young – www.ey.com/au/en/careers TIPS FOR ONLINE APPLICATIONS Before you start • Allow yourself plenty of time as each application can take between two and four hours at a minimum! Read the application instructions carefully, to determine whether you: – have the appropriate/minimum software and hardware to undertake this process –have the option of downloading a copy of the application form to assist you in preparing all relevant information and in filling out the form –have to fill out the form in one sitting, or whether you have the option of saving, exiting out and returning to the form when you are ready – know what information you will be required to include in the application form (course/unit details, results etc.) so you can have this handy when you are completing the forms – know whether additional information (cover letters, etc.) can be attached if desired. • • • Obtain a copy of your academic transcript. Collect all the information you require, for example course/unit details. Also have electronic access to your résumé to cut and paste into the application form. If you need to use computer labs or library computers, book ahead of time. xxxii vin22943_prelims_i-xxxiv.indd xxxii 01/21/19 11:13 AM Careers in finance Working on the application • • • • • • • • Print out the application form to use as a draft. Complete responses offline and cut and paste into the application. Remember to fill out all the fields. Save regularly as you progress through the application form if possible. Proofread your applications—not all online application forms have spell checks. Leave plenty of time to submit the applications electronically. Typically, employer websites experience a huge rush towards the application deadlines. You may experience delays or be unable to submit due to technical problems if sites are overloaded. Make sure your email address and mobile phone numbers are correct! All too often students record these inaccurately—it is vital that you are contactable, particularly if employers wish to schedule you for testing/interviews. If they can’t reach you, they won’t bother trying again, given the numbers of applications they will be processing. If you don’t receive acknowledgment, or you are unsure whether your application has been received, contact the relevant recruitment coordinator to confirm receipt of your application. If you are having any problems with the technology or have questions regarding the form, contact the graduate recruiter in that organisation as soon as possible. • • Print out a copy of the application for your records (and make a note of any contact you have with the organisation)—it will help if and when you are invited to an interview. In addition to proofreading, reread your application before you hit the ‘send’ button. Does it present you in the best possible way? You will not get another chance to revise it! Distinguish yourself from other applicants Employers advise that the best way to make your application stand out are the simple things: • Fill out all the fields. • Proper business language should be used as you would for a paper-based application. Just because it is an online form doesn’t mean that you should use more informal or text language, or insert symbols, for example smiley faces. • Check your spelling, or get others to check it for you—spell checks don’t pick up everything. • Answers to in-depth questions should be carefully thought out and tailored to each employer, not a generic cut-and-paste answer. Use proper paragraphs, not just a list of dot points. These tips may seem obvious, but you’d be amazed at the number of applications which are not successful because they haven’t followed this advice! xxxiii vin22943_prelims_i-xxxiv.indd xxxiii 01/21/19 11:13 AM vin22943_prelims_i-xxxiv.indd xxxiv 01/21/19 11:13 AM PART One Financial institutions CHAPTER 1 A modern financial system: an overview CHAPTER 2 Commercial banks CHAPTER 3 Non-bank financial institutions vin22943_ch01_001-040.indd 1 01/09/19 09:18 PM Financial institutions This textbook discusses the structure, functions and operations of a modern financial system. You are going to learn about financial institutions, financial instruments and financial markets. Although institutions, instruments and markets are fundamentally alike, they may be differentiated by size, terminology, the level of government regulation and prudential supervision. Despite this complexity, underlying all of the instruments that are traded on the world’s financial markets are some basic ideas: risk and reward, supply and demand. Internationalisation of the financial markets has, in part, occurred because of the development of sophisticated technology-based information systems and product delivery systems. This has allowed new products and markets to evolve, and an enormous increase in the volume and speed of the flow of funds through the international financial markets. As will be seen, the combination of globalisation, deregulation, technology and competition has encouraged enormous innovation and change within financial institutions, instruments and markets. Think of a financial system as a number of financial institutions and markets through which funds move between lenders and borrowers. The institutions and markets that facilitate this flow of funds develop the financial instruments and techniques that encourage savings and investment. The financial system also provides the framework through which central banks and prudential regulators influence the operations of participants in the financial system. Most importantly, a central bank, through its monetary policy initiatives, affects the level of interest rates, economic activity and business performance. A financial system is essential in facilitating economic growth and future productive capacity in a country. The provision of finance to business allows economic growth to occur, which should lead to increased productivity, increased employment and a higher standard of living. A modern, sound and efficient financial system encourages the accumulation of savings that are then available for investment in productive capital within an economy. Chapter 1 presents an overview of a modern financial system and provides a context for the more detailed studies that occur throughout the textbook. It introduces the main categories of financial institutions, discusses the functions of financial markets and provides an overview of the types of instruments that are created within the markets. At the end of Chapter 1, two extended learning sections are provided: ‘Globalisation of the financial markets’ and ‘The impact of the Asian financial crisis on the financial system’. Chapter 2 provides a detailed analysis of the roles and functions of the commercial banks. Commercial banks are the largest financial institutions providing savings, lending and a wide range of other financial services for their customers. The assets, liabilities and off-balance-sheet business of commercial banks are analysed in detail. At the end of the chapter, three extended learning sections are provided: ‘The standardised approach to credit risk’, ‘Business continuity risk management’ and ‘Corporate governance and ethics’. Chapter 3 extends the discussion of financial institutions further and looks at the operations and significance of other types of financial institutions. In particular the chapter considers investment banks, managed funds, superannuation funds, cash management trusts, public unit trusts, life insurance offices, general insurance offices, hedge funds, finance companies, general financiers, building societies, credit unions and export finance corporations. At the end of the chapter, an extended learning section is provided: ‘Project finance and structured finance’. vin22943_ch01_001-040.indd 2 01/09/19 09:18 PM CHAPTER 1 A modern financial system: an overview CHAPTER OUTLINE 1.1 Theory and facts in finance 1.2 The financial system and financial institutions 1.3 Financial instruments 1.4 Financial markets 1.5 Flow of funds, market relationships and stability Learning objectives LO 1.1 Understand the basic frameworks that underlie the facts that characterise financial institutions, financial instruments and financial markets. LO 1.2 Explain the functions of a modern financial system and categorise the main types of financial institutions, including depository financial institutions, investment banks, contractual savings institutions, finance companies and unit trusts. LO 1.3 Define the main classes of financial instruments that are issued into the financial system, that is, equity, debt, hybrids and derivatives. LO 1.4 Discuss the nature of the flow of funds between savers and borrowers, including primary markets, secondary markets, direct finance and intermediated finance. LO 1.5 Distinguish between various financial market structures, including wholesale markets and retail markets, and money markets and capital markets. LO 1.6 Analyse the flow of funds through the financial system and the economy, and briefly discuss the importance of ‘stability’ in relation to the flow of funds. Extended learning LO 1.7 Appreciate the impact of the global financial crisis (GFC) on the world’s financial system and economy. LO 1.8 Appreciate the effects, consequences and relevance of the Asian financial crisis. vin22943_ch01_001-040.indd 3 01/09/19 09:18 PM Part 1 Financial institutions CHAPTER SNAPSHOT Financial institutions, instruments and markets cannot be separated from the ideas that have been developed in financial economics about risk, reward, supply and demand, arbitrage and the time value of money. Ideas originating in university departments of finance and economics have shaped, and in some cases created, the institutions, instruments and markets that we observe in the world today. Our very observation of them occurs through the lens of modern finance theory. INTRODUCTION To say that finance can seem like a complex subject is, to some people, an enormous understatement. Though it’s not something that we will have to worry greatly about for now, finance theorists, like economists of certain schools, have come to rely more and more upon mathematics to express their essential ideas. This is a rhetorical choice that need not deter us, though it may delay us, from developing a deep understanding and appreciation of those ideas. The great philosopher of science, Karl Popper, argued that all facts are theory-laden. It is not possible to describe a set of facts or series of data without drawing on some theory or other. Often, the theory will be hidden from view and the person who is drawing upon its ideas will be doing so subconsciously. If traced to their ultimate source, however, we shall find that the ideas, though not necessarily the practices, that prevail in the business and financial worlds find their origins in the modern finance theories and economics that were developed in universities, mainly in America, during the twentieth century. As you read through this book, which is about financial institutions, financial instruments and financial markets, you will come across a great many facts. A full appreciation of why these facts are facts and, more to the point, a full understanding of their implications for us necessarily requires that they be viewed from some theoretical perspective or other. While we cannot cover in a few pages the results of a half-century of economic thought, we can provide a simple framework that will bring out a good deal of the meaning of the facts that we present. This simple framework is: risk, reward, supply and demand. 1.1 LEARNING OBJECTIVE 1.1 Understand the basic frameworks that underlie the facts that characterise financial institutions, financial instruments and financial markets. Theory and facts in finance The primary challenge that a study of finance presents is its language. There are many new words to learn and those words are used to convey new ideas. New words and new ideas all at once. If we were to name four pieces of finance and economics that can help us organise our thoughts and make it easier to understand how financial institutions, instruments and markets work, they would be: (1) risk and reward; (2) supply and demand; (3) no arbitrage; and (4) the time value of money. The returns that investors expect to earn are positively related to the risk they must bear. We might speak of shareholder returns, bond yields, interest rates or cash flows from a project. These are just different names for the returns that can be earned by bearing some degree (perhaps zero) of risk. When the risk is perceived to be greater, the returns that investors demand will be higher. Whatever we might call them, the rewards from investing depend on the risk that the investor must bear. All investment returns follow the same rules. If the risk is greater, the expected return is higher. Later in the book, we introduce some financial instruments that appear rather strange and mysterious. Of course, they also have some special language that is used to describe them. However, whether we are talking about shares, bonds, options, futures or swaps, the price of these instruments 4 vin22943_ch01_001-040.indd 4 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview depends ultimately on supply and demand. When the supply of a particular futures or options contract goes up while demand remains the same (or falls), the price must decline, and vice versa. It can be helpful to remember that, ultimately, supply and demand are fundamental determinants of the market prices for everything. Working alongside supply and demand is a rule that we might call ‘no arbitrage’. More generally, we might say there are no free lunches. A trader cannot buy a financial instrument in one market at a low price while simultaneously selling that same thing at a higher price in a different market. If this were possible, the trader could earn infinite returns at zero risk. That would contradict the risk–reward trade-off. Of course, traders look for such opportunities all the time. Their buying and selling activities are the reason why such opportunities do not emerge or do not exist for very long when they do. ‘No arbitrage’ helps us to understand that prices are just statements that must be consistent with each other. Two different prices for the same thing is not a mystery. It is just an inconsistent statement that will quickly be corrected. Finally, have you ever wondered what interest is and why it exists? Interest is just the reward for waiting. The difference in value between wine that is in a cellar now and the same wine in 10 years’ time is interest. The difference in value between saplings planted now and fully grown oak trees in 30 years’ time is interest. How much extra value an investor demands depends on his or her impatience to consume now rather than later. This impatience determines the pure time value of money. This is the interest rate on completely risk-free investments. The pure time value of money is positive because people are generally impatient to consume now and must be rewarded for waiting. If they weren’t, no wine would ever be stored and no commercial forests would ever be planted. All of the rates of return that we observe on the financial markets consist of the pure time value of money, plus a premium for risk, plus a premium for inflation. This is the case for every rate of return we observe. Whether it is a shareholder’s return, a bondholder’s bond yield or a conservative investor’s term deposit rate, the return is a sum of the pure time value of money, a premium for risk and a premium for inflation. The risk premium may, of course, be zero for risk-free investments. These simple rules underpin the now vast interconnections of the world’s financial markets. This global financial system grew from relatively humble beginnings. Its development began the moment that people first started to use money. The use of money has many advantages. For one, it makes it easier for individuals to save their surplus earnings. Saving may be defined as deferring consumption into the future. The funds saved by surplus units—those savers with current excess funds—can be put to use by those whose current demand for goods and services is greater than their current available funds. Such users of funds are called borrowers or deficit units. Just as the exchange of goods and services can be carried out more efficiently through organised markets, so too can the exchange of money or value between surplus units and deficit units. Financial institutions and markets facilitate financial transactions between the providers of funds and the users of funds. When a financial transaction takes place, it establishes a claim to future cash flows. This is recorded by the creation of a financial asset on the balance sheet of the saver. The financial asset is represented by a financial instrument that states how much has been borrowed, and when and how much is to be repaid by the borrower. For example, if you invested money in a term deposit with a bank, the bank would issue a term deposit receipt to you. This is a financial instrument. The receipt would specify how much you had invested, the rate of interest to be paid, when interest payments are due and when the amount invested would be repaid by the bank. The interest payments and principal repayment are claims to future cash flows. Buyers of financial instruments are lenders that have excess funds today and want to invest and transfer that purchasing power to the future. The sellers of the instruments are those deficit units that are short of funds today, but expect to have a surplus amount in the future that will enable the repayment of the current borrowing. A principal role of financial institutions and markets is to bring together providers of funds (savers) with users of funds (borrowers). The flow of funds and the relationship between savers and borrowers, and the place of the financial markets in the flow, are shown in Figure 1.1. Like our fundamental ideas 5 vin22943_ch01_001-040.indd 5 01/09/19 09:18 PM Part 1 Financial institutions of risk, reward, supply and demand, it is possible to use this idea of a ‘flow of funds’ to cut through the complexity of the financial markets in its entirety. Financial markets are processes that facilitate the flow of funds between lenders and borrowers. Regardless of how many facts you are presented with throughout this book, these basic frameworks can always be drawn upon to remind us that the picture, beneath the surface at least, is a simple one. Figure 1.1 Financial markets and flow of funds relationship Suppliers of funds: ■ surplus (savings) units Users of funds: ■ deficit units are are Lenders: ■ ■ ■ ■ Borrowers: householders companies governments rest of world ■ ■ ■ ■ who receive funds who supply funds and receive financial instruments householders companies governments rest of world Financial markets and issue financial instruments REFLECTION POINTS • • • A financial system encourages savings, provides funds for investment and facilitates transactions for goods and services. The financial system and the financial markets are inextricably connected with the real economy. Although seemingly complex, financial institutions, instruments and markets adhere to some simple rules and can be understood by drawing on basic frameworks of finance and economics. The modern financial system began humbly when people first started using money. Economic and financial transactions are valued in money terms. Money is a universally acceptable medium of exchange and a store of value. Money, most importantly of all, has a time value. 1.2 LEARNING OBJECTIVE 1.2 Explain the functions of a modern financial system and categorise the main types of financial institutions, including depository financial institutions, investment banks, contractual savings institutions, finance companies and unit trusts. The financial system and financial institutions A financial system comprises a range of financial institutions, financial instruments and financial markets which interact to facilitate the flow of funds through the financial system. Overseeing the financial system, and sometimes taking a direct role, is the central bank and the prudential supervisor. The decision to save allows surplus units to transfer some of today’s income to the future, when it can be used for consumption. Therefore, savings allow consumption in the future to be independent of future levels of earned income. Surplus entities invest their savings through the purchase of financial instruments that are expected to improve their overall wealth. The expectation of the saver is to earn a positive rate of return. However, there are other factors that savers should consider, otherwise all savers would only purchase financial instruments that offered the highest rate of return. Providers of funds should consider their own particular needs when they purchase or invest in assets. This will affect the expected rate of return. It is useful to think of an asset, 6 vin22943_ch01_001-040.indd 6 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview whether it is a real asset such as an investment property or a financial asset such as a bank term deposit, as being a package of four main attributes: • • • • return or yield risk liquidity time-pattern of cash flows. With a real asset such as an investment in a residential unit, return is the regular rental or lease payments received, plus any increase in the value of the property over time (capital gain). Risk relates to uncertainty and probabilities, such as the failure of the tenant to make rental payments or the possibility that the property may burn down. The liquidity of the residential unit is the ease with which it can be sold. Finally, the time-pattern of the cash flows will vary depending on the frequency of the rental payments, the cost of maintenance and the payment of other expenses such as insurance and rates. In the case of a financial asset such as the purchase of shares in a corporation, return consists of the dividends received and the capital gains or losses made through movements in the share price on the stock exchange. Note that a dividend is the portion of corporation profits periodically paid to the shareholder; a stock exchange is where corporation shares are bought and sold. Risk is measured by the variability of the expected returns and, in the extreme, the possibility that the corporation may fail. The liquidity of the shares relates to the ease with which they can be sold on the stock exchange at the current market price. Finally, the time-pattern of the cash flows expected from the shares depends on the profitability and dividend policy of the corporation. Typically, a profitable corporation will pay dividends to shareholders twice a year. It is reasonable to assume that the average person likes return and liquidity, dislikes risk and prefers reliable cash flows. Fortunately, the preferences of savers with regard to these four attributes are not identical. If they were, all savers would seek to place all of their savings with very few borrowers. Since preferences are not identical, financial institutions and markets provide an enormous range of investment opportunities that have different levels of return, risk, liquidity and timing of cash flows. Individuals and businesses may be categorised as being risk averse, risk neutral or risk takers. More risk-averse individuals will accept lower expected returns for bearing lower levels of risk. If the level of risk increases, they expect to be compensated with higher expected returns. It is usual to assume that individuals and businesses are risk averse to some degree. They do not avoid risk entirely, but they do demand a higher return for bearing higher risk. Furthermore, savers will accept various levels of liquidity or different timings of cash flows associated with financial instruments. Participants in the financial markets are therefore able to alter the composition of their financial asset portfolio by changing their preferences in relation to the four attributes of return (yield), risk, liquidity and the timing of cash flows. An asset portfolio is the list of assets held by a saver. A major function of the financial system is to facilitate portfolio structuring and restructuring through the buying and selling of a wide range of financial instruments. Financial institutions and markets provide the potential suppliers of funds with the combinations of risk, return, liquidity and cash-flow patterns that best suit each saver’s particular portfolio needs. To support decisions taken by both the providers of funds and the users of funds, the financial system is also a provider of financial and economic information to market participants. Information affects price and investment decisions; therefore, the provision of timely and accurate information is essential for an efficient financial system. If a financial system is successful in creating a range of financial instruments that possess different combinations of the four attributes valued by savers, this will encourage an increased flow of savings. By encouraging savings, the financial system is important to economic growth, as the savings are available for investment capital that can be used for the improvement of the productive capacity of an economy. Not only can it be expected that a well-functioning financial system will increase the flow of savings, but it can also be argued that an efficient financial system should ensure that savings are Financial system comprises a range of financial institutions, instruments and markets; overseen by central bank; supervised by prudential regulator Financial instruments issued by a party raising funds, acknowledging a financial commitment and entitling the holder to specified future cash flows Flow of funds movement of funds through a financial system Surplus units savers or providers of funds; funds are available for lending or investment Rate of return the financial benefit gained from investment of savings; expressed in percentage terms Return or yield the total financial benefit received (interest and capital gain) from an investment; expressed as a percentage Risk the possibility or probability that an actual outcome will vary from the expected outcome; uncertainty Liquidity access to cash and other sources of funds to meet dayto-day expenses and commitments Time-pattern of cash flows the frequency of periodic cash flows (interest and principal) associated with a financial instrument Asset portfolio a combination of assets, each comprising attributes of return, risk, liquidity and timing of cash flows 7 vin22943_ch01_001-040.indd 7 01/09/19 09:18 PM Part 1 Financial institutions Portfolio structuring the buying and selling of assets and liabilities to best meet current savings, investment and funding needs Monetary policy actions of a central bank that influence the level of interest rates in order to achieve economic outcomes; primary target is inflation more likely to be directed to the most efficient users of those funds. This outcome further enhances the rate of economic growth. Since typical savers will seek to maximise their return, subject to their preferred level of risk, liquidity and the time-pattern of cash flows, they should be expected to invest their funds with users that show a high probability of meeting those expectations, such as by investing in corporations that use funds to produce goods and services that are in demand in the marketplace. Another important function of a financial system is its role in the implementation of monetary policy. Monetary policy relates to the actions of a central bank that are taken to influence the level of interest rates in the financial system. The current monetary policy stance of central banks in developed countries is to maintain the level of inflation within a specified level. Inflation is the increase in the price for goods and services within an economy. By targeting the level of inflation, a central bank seeks to achieve a range of economic objectives, such as increased employment and the stability of the exchange rate of the currency. REFLECTION POINTS • • • • • • • Inflation an increase in prices of goods and services over time; measured by the consumer price index (CPI) Depository financial institutions accept deposits and provide loans to customers (e.g. commercial banks, credit unions) Investment banks specialist providers of financial and advisory services to corporations, high-networth individuals and government A financial system comprises financial institutions, financial instruments and financial markets. Overseeing a financial system are the central bank and prudential supervisor. A financial asset incorporates four main attributes: return, risk, liquidity and time-pattern of cash flows. The wide range of financial products available in a financial system facilitates portfolio structuring. A financial system provides economic and financial information to the markets; that information should be timely and accurate. An efficient financial system rapidly absorbs and reflects new information into the price of financial instruments. An efficient financial system encourages savings and allocates those savings to the most efficient users of funds. The central bank uses the financial system to implement monetary policy in order to target the level of inflation and achieve certain economic objectives. Most of you have carried out transactions with one or more financial institutions. For example, you may have opened a deposit account with your local bank, applied for a loan from that bank or obtained a credit card facility. Also, you may have entered into an insurance contract for motor vehicle insurance, medical insurance, travel insurance or life insurance with an insurance office. There is a very wide range of financial institutions operating in the financial system. While some institutions offer similar products and services, typically institutions tend to specialise in areas where they have greater expertise. We will discuss the different types of institutions in detail in Chapters 2 and 3. In this chapter, we simply classify financial institutions into five categories based on the differences between the institutions’ sources of funds and uses of funds. 1 Depository financial institutions obtain a large proportion of their funds from deposits lodged by savers. Examples include deposits placed in demand deposit accounts or term deposit accounts with commercial banks, building societies and credit cooperatives. A principal business of these institutions is the provision of loans to borrowers in the household and business sectors. 2 Investment banks generally focus on the provision of advisory services for their corporate and government clients. This includes advising clients on mergers and acquisitions, portfolio restructuring and financial risk management. These institutions may provide some loans to clients but are more likely to advise and assist a client to raise funds directly from the capital markets. 8 vin22943_ch01_001-040.indd 8 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview 3 Contractual savings institutions are financial institutions such as life insurance offices, general insurers and superannuation funds. Their liabilities are mainly contracts which specify that, in return for periodic payments made to the institution, the institution will make specified payouts to the holder of the contract if and when an event specified in the contract occurs. The periodic cash receipts received by these institutions provide them with a large pool of funds that they invest. Payouts made by these institutions include payments for claims made on an insurance policy, or payment to a superannuation fund member on their retirement from the workforce. Contractual savings institutions 4 Finance companies and general financiers raise funds by issuing financial instruments such as commercial paper, medium-term notes and bonds in the money markets and the capital markets. They use those funds to make loans and provide lease finance to their customers in the household sector and the business sector. borrow funds directly from markets to provide loans and lease finance to customers 5 Unit trusts are formed under a trust deed and are controlled and managed by a trustee or responsible entity. Unit trusts attract funds by inviting the public to purchase units in a trust. The funds obtained from the sale of units are pooled and then invested by funds managers in asset classes specified in the trust deed. Trusts generally specialise in certain categories of investments, including equity trusts, property trusts, fixed-interest trusts and mortgage trusts. offer financial contracts such as insurance and superannuation; large investors Finance companies and general financiers Unit trusts investors buy units issued by the trust; pooled funds invested (e.g. equity trusts and property trusts) Table 1.1 shows the total assets of the various Australian financial institutions in June 1990, June 2008 and March 2018. The Australian financial system has rapidly evolved over this period in response to significant changes that have occurred, including regulatory change, internationalisation of the financial markets and the application of technology to the development of new financial products and information systems. As can be seen, there has been an enormous growth in assets held within the financial system. This is not restricted to the Australian market, as international markets have also shown considerable growth. Table 1.1 Assets of financial institutions, Australia ($ billions) Financial institution Reserve Bank 1990 % total assets 2008 % total assets 2018 % total assets 24.9 3.4 93.7 2.2 183.4 2.36 Commercial banks 325.8 43.8 2 239.5 52.0 4 224.4 54.49 Building societies 22.9 3.1 21.7 0.5 12.1 0.0015 8.7 1.2 41.6 1.0 37.1 0.0047 Money-market corporations 53.6 7.2 113.5 2.6 30.9 0.0039 Finance companies and general financiers 55.5 7.5 130.7 3.0 153.7 1.98 Life insurance offices 85.3 11.5 184.8 4.3 176.1 2.27 Superannuation funds 80.8 10.8 752.2 17.5 2 208.2 28.48 Cash management trusts 4.7 0.6 46.2 1.1 35.5 4.57 Common funds 7.0 0.9 11.6 0.3 9.7 0.0012 Friendly societies 8.1 1.1 4.1 0.1 5.6 0.0007 Public unit trusts 27.7 3.7 272.1 6.3 326.7 4.21 General insurance offices 32.5 4.4 130.0 3.0 216.6 2.79 5.7 0.8 263.9 6.1 132.7 1.71 Credit unions Securitisation vehicles Total 743.2 4 305.6 7 752.7 SOURCE: Reserve Bank of Australia, RBA Bulletin, various issues. 9 vin22943_ch01_001-040.indd 9 01/09/19 09:18 PM Part 1 Financial institutions Some generalisations that emerge from Table 1.1 include: • Total assets of the financial institutions increased more than tenfold over the period, to $7752.7 billion. • Commercial banks account for the largest share of the assets of financial institutions, at 54.49 per cent. However, this figure does not fully represent the full extent of commercial banks’ influence, as these institutions also participate in a range of activities that are not recorded directly on the banks’ balance sheets (e.g. their managed funds activities). • The importance of building societies significantly declined as changes in regulation allowed most of the larger societies to become commercial banks. • The activity of finance companies contracted as the impact of financial deregulation, greater competition and the absorption of some finance companies into their parent banks took effect. • The percentage of life insurance offices’ share of total assets declined over the period. However, this was offset by significant increases in their managed funds activities, particularly superannuation products. • Securitisation non-liquid assets are sold into a trust; the trustee issues new securities; cash flows from the original securities are used to repay the new securities The percentage share of superannuation assets increased to 28.48 per cent. Factors influencing this growth were an ageing population saving for retirement, the introduction of compulsory superannuation and the introduction of taxation incentives for superannuation savings. • Securitisation vehicles showed enormous relative growth up until the onset of the GFC. The ensuing severe tightening of the availability of credit in the capital markets—resulting, in part, from problems with securitised assets that were backed by sub-prime mortgage assets—has seen new securitisation issues subsequently almost disappear and the percentage share of securitised assets decline to just 1.71 per cent. Securitisation is discussed in the extended learning section at the end of Chapter 10, but can be briefly described as a process whereby an organisation, such as a bank, sells existing balance-sheet assets, such as housing loans, thereby generating new cash flows. REFLECTION POINTS • • • • • • Financial institutions may be classified into five categories based on their sources of funds and uses of funds. Depository financial institutions, such as commercial banks, gather savings from depositors and provide loans to customers. (Commercial banks also provide a wide range of other financial services.) Investment banks do not have a depositor base; they specialise in the provision of advisory services to clients (e.g. merger and acquisition advice). Contractual savings institutions, such as insurance offices and superannuation funds, gather savings from the sale of insurance contracts and from superannuation contributions respectively, and make payouts on the occurrence of specified events (e.g. a car accident or retirement from the workforce). Finance companies raise funds directly from the money markets and capital markets, and provide loans and lease finance to customers. Unit trusts sell units in a trust and invest those funds in assets specified in the trust deed; for example, an equity trust would invest in certain types of shares. 10 vin22943_ch01_001-040.indd 10 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview 1.3 Financial instruments When a user of funds obtains finance from the provider of funds, the user must prepare a legal document that clearly defines the contractual arrangement. This document is known as a financial instrument: it acknowledges a financial commitment and represents an entitlement to future cash flows. The financial instrument becomes a financial asset on the balance sheet of the provider of funds. If the financial asset represents debt that will be repaid, then it also appears as a liability on the balance sheet of the borrower; however, if it represents equity, it will appear as part of shareholder funds. For example, if a bank customer deposits funds in a term deposit, the bank will acknowledge this deposit and issue a receipt that will specify the amount of funds provided, the maturity date when the funds will be repaid, the rate of interest to be paid and the timing of interest payments. The terms and conditions specified in a financial security can vary significantly. For example, a loan agreement may include an interest rate that is fixed for the term of the loan, while another loan may have a variable rate of interest that can change on certain dates. One loan may require monthly payments of interest and principal, while another loan may require half-yearly interest payments with principal only repaid at maturity. Savers, as the providers of funds, will purchase financial assets that have attributes of risk, return, liquidity and cash flows that meet their particular needs. In the financial markets, the saver is said to buy the ‘paper’ of the issuer. Financial instruments may be divided into three broad categories: equity (including hybrid instruments), debt and derivatives. These three categories reflect the nature and main characteristics of financial instruments. 1.3.1 LEARNING OBJECTIVE 1.3 Define the main classes of financial instruments that are issued into the financial system, that is, equity, debt, hybrids and derivatives. E QUITY Equity can take a number of forms. For example, if you buy a new car by paying a deposit from your own funds and borrowing the remainder from a bank, your equity in the car is the amount of the deposit paid. As you progressively repay the loan to the bank, your level of equity in the car will increase. Equity can therefore be described as an ownership interest in an asset. Within the context of the discussions in this text, equity in a business corporation is represented through the ownership of shares issued by a corporation. The principal form of equity issued by a corporation is an ordinary share or common stock. As we will discuss in detail in Part 2, larger corporations list their shares on the stock exchange. Ordinary shares have no maturity date; they continue for the life of the corporation. However, as the shares are listed on the stock exchange, they may be sold to other investors at the current market price. An ordinary shareholder is entitled to share in the profits of the business. Shareholders generally receive a portion of the profits of the company in the form of dividend payments. (This is discussed in Part 2.) The value of a corporation’s shares may increase over time, representing a capital gain. In the event of the failure of a corporation, however, shareholders are entitled to the residual value of the assets of the corporation (if any remain), but only after the claims of all other creditors and security holders have been paid. The owners of ordinary shares have the right to vote at general meetings, in particular for the election of members of the board of directors of the company. Another form of equity is known as a hybrid security. A hybrid security may be described as having the characteristics of both equity and debt (see below). Preference shares are an example of hybrid securities. Preference shares, while being a form of equity finance, have many characteristics in common with debt instruments. For example, the holders are entitled to receive a specified fixed dividend for a defined period, similar to a fixed-interest payment. The fixed dividend must be paid before any dividend is made to ordinary shareholders. Preference shareholders also rank ahead of ordinary shareholders in their claim on the assets of the corporation should the company be wound up or placed into liquidation. Equity the sum of the financial interest an investor has in an asset; an ownership position Ordinary share or common stock the principal form of equity issued by a corporation; bestows certain rights to the shareholder Dividend that part of a corporation’s profit that is distributed to shareholders Hybrid security a financial instrument that incorporates the characteristics of both debt and equity (e.g. preference shares) Liquidation the legal process of winding up the affairs of a company in financial distress 11 vin22943_ch01_001-040.indd 11 01/09/19 09:18 PM Part 1 Financial institutions The issue of hybrid securities, or quasi-equity instruments, has become an increasingly important means by which corporations raise additional equity funding. These instruments are discussed in detail in Chapter 5. The equity markets are discussed in much more detail in Part 2. 1.3.2 Debt instruments specify conditions of a loan agreement: issuer/ borrower, amount, return, timing of cash flows, maturity date; debt must be repaid Secured debt a debt instrument that provides the lender with a claim over specified assets if the borrower defaults Negotiable debt instrument a debt instrument that can be sold by the original lender through a financial market Derivative instrument a synthetic security that derives its price from a physical market commodity or security; mainly used to manage risk exposures Futures contract an exchange-traded agreement to buy or sell a specific commodity or financial instrument at a specific price at a predetermined future date D EBT A debt is a loan that must be repaid. Debt instruments represent a contractual claim against an issuer, and require the borrower to make specified payments, such as periodic interest payments and principal repayments, over a defined period. The types of debt instruments issued by a corporation include debentures, unsecured notes, term loans, commercial bills, promissory notes, overdrafts and mortgage loans. These types of debt instruments are discussed in detail in Part 3 of the text. However, when we discuss the financial markets later in this chapter, we will introduce the money markets and the capital markets. Debentures and unsecured notes are longer-term debt instruments issued into the capital markets, while commercial bills and promissory notes are short-term instruments issued into the money markets. Term loans, mortgage loans and overdrafts are generally provided by financial institutions. Government debt instruments are Treasury bonds and Treasury notes (T-notes); these are examined in Part 4. Debt instruments entitle the holder to a claim (ahead of equity holders) to the income stream produced by the borrower and to the assets of the borrower if the borrower defaults on loan repayments. Debt can be divided into two subcategories on the basis of the nature of the loan contract: secured debt and unsecured debt. A secured debt contract will specify the assets of the borrower, or a third party, pledged as security or collateral. If the borrower defaults on the loan, the lender is entitled to take possession of those assets to recover the amount owing. In other cases, a loan may be made on an unsecured basis. Another subdivision of debt is based on the transferability of ownership of the instrument. Negotiable debt instruments are those that can easily be sold and transferred from one owner to another. Commercial bills are an example of negotiable debt instruments that can be sold in the money markets (Chapter 9). Non-negotiable instruments are instruments that cannot be transferred from one party to another. A term loan obtained through a bank is generally non-negotiable. Corporate debt is discussed in Part 3 and government debt in Part 4. 1.3.3 D ERIVATIVES A third class of instrument has become significant in the financial markets: the derivative instrument. Derivative contracts are primarily used to manage an exposure to an identified risk. For example, a borrower might be concerned that interest rates on existing debt funding may rise in the future. The borrower can accept this forecast risk, or seek to reduce that risk exposure by locking in an interest rate today. One way the borrower can lock in an interest rate is through the use of derivative contracts. There is a wide range of derivative contracts for the management of risk exposure related to commodities (such as gold and oil) and financial instruments (such as interest-rate-sensitive debt, currencies and equities). Therefore, financial derivatives may be used to manage risk exposures related to both equity and debt. There are four basic types of derivative contracts: futures, forwards, options and swaps: 1 A futures contract is a contract to buy (or sell) a specified amount of a commodity or financial instrument at a price determined today for delivery or payment at a future date. Futures contracts are standardised contracts that are traded through a futures exchange. Futures contracts are discussed in Chapters 18 and 19. 12 vin22943_ch01_001-040.indd 12 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview 2 A forward contract is similar to a futures contract but is typically more flexible and is negotiated over the counter with a commercial bank or investment bank. A forward foreign exchange contract establishes a foreign currency exchange rate that will apply at a specified date. A forward rate agreement is used to lock in an interest rate today that will apply at a specified date. Forward contracts are discussed in Chapters 17, 18 and 19. 3 An option contract gives the buyer of the option the right—but not an obligation—to buy (or sell) the designated asset at a specified date or within a specified period during the life of the contract, at a predetermined price. The fact that the buyer is not obliged to proceed with the contract is valuable, and therefore the buyer must pay a premium to the writer of the option. Option contracts are discussed in Chapters 18 and 20. 4 A swap contract is an arrangement to exchange specified future cash flows. With an interest rate swap there is an exchange (swap) of future interest payments based on a notional principal amount. A currency swap is denominated in a foreign currency and fixes the exchange rate at which the initial and final principal amounts are swapped. Ongoing interest payments are also swapped at the same exchange rate. Swap contracts are discussed in Chapters 18 and 21. Derivative instruments are different from equity and debt in that they do not provide actual funds for the issuer. Funds need to be raised in either the equity or debt markets. Risks associated with equity or debt issues may be managed using derivative contracts. For example, an investor might be concerned that the value of shares held in an investment portfolio might fall. The investor might enter into a derivative contract that gives the investor the option to sell shares at a specified date at a price that is agreed today. If the share price does fall, the investor will exercise the option and sell at the agreed higher price. Forward contract an over-the-counter agreement that locks in a price (interest rate or exchange rate) that will apply at a future date Option contract the right, but not the obligation, to buy or sell a commodity or security at a predetermined exercise price; the option buyer pays a premium to the option writer Swap contract an agreement between two parties to swap future cash flows; interest rate swaps and currency swaps REFLECTION POINTS • • • • • The principal form of equity issued by a publicly listed corporation is the ordinary share or common stock. Ordinary shares entitle the shareholder to share in the profits of the company, either through the receipt of dividends or through capital gains, and provide certain voting rights. A hybrid security, such as a preference share, incorporates the characteristics of both debt and equity. The basic characteristic of debt is that it must be repaid. The debt holder is entitled to receive cash flows specified in the debt instrument (e.g. interest payments and principal repayment). Debt may be secured or unsecured. A derivative contract is designed to facilitate the management of risk (e.g. interest rate risk). Types of derivative products are futures, forwards, options and swaps. 1.4 Financial markets We now introduce the third component of a financial system, being the financial markets. You gained a basic understanding of the financial institutions and instruments earlier in the chapter; now, once you understand the structure of the financial markets, you should have a good grasp of the integrated functions of the markets and the importance of the financial system to economic growth within a country. In this chapter, we begin by categorising the markets according to the types of transactions LEARNING OBJECTIVE 1.4 Discuss the nature of the flow of funds between savers and borrowers, including primary markets, secondary markets, direct finance and intermediated finance. 13 vin22943_ch01_001-040.indd 13 01/09/19 09:18 PM Part 1 Financial institutions that occur within each market. Later in the textbook we will discuss in detail the institutions and instruments that prevail in each of the financial markets. This section considers: • • • • • • the matching principle primary and secondary markets direct and intermediated financial flow markets wholesale and retail markets money markets capital markets. 1.4.1 Matching principle short-term assets should be funded with short-term liabilities; longer-term assets should be funded with longer-term liabilities and equity Overdraft facility a fluctuating credit facility provided by a bank; allows a business operating account to go into debit up to an agreed limit Bonds a long-term debt instrument issued directly into the capital markets that pays the bondholder periodic interest coupons and the principal is repaid at maturity The matching principle is one of the fundamental reasons for the existence of a wide range of financial instruments and markets. The principle contends that short-term assets such as working capital and inventories should be funded with short-term liabilities. For example, if a company is purchasing stock (asset) that will remain in the company for just a short period of time before the product is sold, the company should need only a short-term loan (liability) to fund the purchase of the stock. An example of a short-term loan that can be used for this purpose is an overdraft facility (see Chapter 9). The matching principle goes on to state that longer-term assets should be funded with equity and long-term liabilities. For example, a company may purchase a new factory and manufacturing equipment, and it is expected that these assets will generate income for the next 10 years. To fund the purchase, the company should issue equity and/or long-term debt such as bonds (see Chapter 10). The money markets and capital markets trade short-term and long-term financial instruments respectively, and therefore allow borrowers to apply the matching principle in relation to funding. A borrower is able to match the cash flows associated with a source of funds (liabilities) closely with the cash flows generated from the use of funds over the life of a particular asset. While the matching principle may be regarded as a fundamental principle of finance, it is interesting to note how often this principle is disregarded. For example, at the onset of the GFC, short-term finance available through the money markets virtually ceased as a result of uncertainty in relation to risk deriving from the so-called sub-prime market collapse. Quite a number of financial institutions had been funding longer-term instruments with short-term finance in the money markets. When this source of finance was suddenly no longer available, the institutions experienced a significant liquidity problem and some institutions failed or were taken over. They forgot the fundamentals! 1.4.2 Primary market transaction the issue of a new financial instrument; funds are obtained by the issuer Money a commodity that is universally accepted as a medium of exchange M ATCHING PRINCIPLE P RIMARY AND SECONDARY MARKET TRANSACTIONS The concept of primary markets and secondary markets is quite simple, but their role in ensuring the efficiency of the financial markets is very important indeed. A primary market transaction occurs when businesses, governments and individuals issue financial instruments in the money markets and capital markets. For example, when a corporation issues additional ordinary shares to raise equity funding for a proposed investment project, it is conducting a primary market transaction in the capital markets. Similarly, if the government sells new long-term bonds in order to finance spending on capital works, health or education, this is a primary market transaction. Individuals who borrow money from a bank to finance the purchase of a house are also participating in a primary market transaction. The distinguishing characteristic of a primary market transaction is that it creates a new financial instrument. Primary market flows and relationships are illustrated in Figure 1.2. 14 vin22943_ch01_001-040.indd 14 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview Figure 1.2 Primary market transactions Suppliers of funds supply funds (surplus units) Users of funds (deficit units) Issue ‘new’ financial instruments (debt or equity) to the suppliers of funds Use funds to acquire goods, services or assets In contrast, secondary market transactions involve transactions with existing financial instruments. Instruments traded in the secondary markets are those that were initially created in primary market transactions. For example, consider an investor who buys shares (equity) issued by a corporation. These primary market flows are shown in Figure 1.2. If the holder of those shares now decides to sell them, the sale of the shares is regarded as a secondary market transaction. Figure 1.3 illustrates the flows involved in secondary market transactions. Secondary market transaction the buying and selling of existing financial securities; transfer of ownership; no new funds raised by issuer Figure 1.3 Secondary market transactions Surplus entity 1 Holders of previously issued financial instruments sell marketable securities to Surplus entity 2 Surplus entity n and receive market value Secondary market transactions have no direct impact on the amount of funding raised or available to the company that was the initial issuer of a financial instrument; that is, the company receives no extra funds from the secondary market transaction. A secondary market transaction is simply a transfer of ownership from one party to another party. However, the existence of well-developed secondary markets has important impacts on the marketability of new primary market financial instruments or securities. Secondary market transactions help overcome two potential obstacles that may stand in the way of savers providing funds for the financing of long-term capital investment. These are the savers’ preferences for liquidity and their aversion to risk. Without an active secondary market, purchasers of new-issue instruments would be required to hold those long-term instruments until they mature. In the case of equity, the problem would be even greater as there is generally no maturity date. A deep and liquid secondary market solves this problem by providing markets where these instruments can be bought and sold. A deep and liquid secondary market is one where there are many buyers and sellers in the market. Economic growth (and the benefits, such as increased employment, that flow to the community from that growth) is critically reliant on the existence of strong primary markets. Primary market transactions allow corporations and governments to raise new funding that leads to increased capital and productive investment. Secondary markets, while not directly involved in the process of channelling funds from savers to users of funds, encourage both savings and investment because they enhance the marketability and liquidity of primary-issue instruments, thus making them more attractive to savers. 15 vin22943_ch01_001-040.indd 15 01/09/19 09:18 PM Part 1 Financial institutions Securities financial assets that are traded in a formal secondary market (e.g. stock exchange) It will be useful to introduce and explain some market terminology at this stage. A financial asset has already been defined as an entitlement to future cash flows. A financial instrument is the more general term used in the markets to describe instruments where there is no organised secondary market where that instrument can be traded. The market also describes a number of financial instruments as securities. A security is the term used to describe a financial asset that can be traded in an organised secondary market such as a stock exchange or a futures exchange. An example of a financial instrument is a bank term deposit, and an example of a security is an ordinary share in a publicly listed company. Both are financial assets. 1.4.3 D IRECT FINANCE AND INTERMEDIATED FINANCE The issue of new financial instruments generates a flow of funds through the primary markets from the provider of funds to the user of those funds. This flow can occur in two ways: • • The funds may flow through a direct relationship from the provider of funds to the user of funds. The flow of funds may occur through a financial intermediary such as a bank. Within the financial markets, each form of financial flow is an important source of finance. Direct finance Direct finance funding obtained directly from the money markets and capital markets When funds are raised in the primary markets using direct finance, the contractual agreement is between the provider of funds and the user of funds. The funds are not provided by a financial institution. The relationships that exist between savers and the users of funds in the provision of direct finance are shown in Figure 1.4. Figure 1.4 Direct financial flows Suppliers of funds provide funds (surplus units) Users of funds (deficit units) Brokers and dealers Financial instruments Broker an agent who carries out the instructions of a client Dealer makes a market in a security by quoting both buy (bid) and sell (offer) prices Credit rating the assessment by a credit rating agency of the creditworthiness of an obligor to a financial obligation The ‘brokers and dealers’ included in Figure 1.4 may act as agents through which the instructions of the providers of funds and users of the funds are carried out. The broker does not provide the finance, but receives a fee or commission for arranging the transaction between the two parties. The broker has no rights to the benefits that may flow from the purchase of the security. It is not necessary for a broker or dealer to be involved at all in the transaction. An investor seeking to purchase shares in a company will generally arrange the transaction through a stockbroker. The stockbroker acts only as an agent to the transaction and, on behalf of a client, facilitates the direct purchase or sale of shares by accessing the electronic share trading systems of the stock exchange. Examples of direct financing include share issues, corporate bonds and government securities. These securities are discussed further in various chapters of the text. The benefits and disadvantages of direct finance Direct finance is generally available only to corporations and government authorities that have established a good credit rating. A credit rating is an assessment of the creditworthiness of an issuer of 16 vin22943_ch01_001-040.indd 16 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview paper. As the contractual relationship in direct finance is directly between the provider of funds and the issuer of paper, the risk that the issuer may default is an important consideration. Therefore, borrowers that do not have an established good credit rating generally are not able to borrow direct. The credit rating process is discussed in Chapter 11. The main advantages of direct finance are as follows: • • • • • • • • It removes the cost of a financial intermediary. If a borrower obtains a loan from a financial institution, the borrower will pay a profit margin to the intermediary. Should a corporation or government authority have an investment-grade credit rating (e.g. Standard & Poor’s BBB and above), it may well be able to raise funds directly from the domestic or international markets at a lower total cost than borrowing through a bank. It allows a borrower to diversify funding sources by accessing both the domestic and international money and capital markets. This reduces the risk of exposure to a single funding source or market. It enables greater flexibility in the types of funding instruments used to meet different financing needs. More sophisticated funding strategies may be used to raise funds. For example, a corporation may obtain a US dollar (USD) loan in the international capital markets and then use USD export income to repay the loan. An organisation may enhance its international profile by carrying out transactions in the international financial markets. An increased profile in the financial markets may be beneficial in establishing a reputation in the markets for the firm’s goods and services. There are some disadvantages that may, at times, be associated with direct financing. These include: There can be a problem of matching the preferences of lenders and borrowers. For example, a lender may have a certain amount of funds available for investment, but this amount may not be sufficient for the needs of the borrower, who would then need to seek out and enter into funding arrangements with additional suppliers of funds. There may also be a mismatch in the maturity structure of the funding as the borrower may need to borrow for a longer period than the risk-averse investor is willing to lend. The liquidity and marketability of a direct finance instrument may be of concern. How easy is it for the holder of an instrument issued by direct finance to sell at a later date? Is there a deep and liquid secondary market in that instrument? Not all financial instruments have an active secondary market through which they may be sold. The search and transaction costs associated with a direct issue can be quite high. These might include advisory fees, the cost of preparing a prospectus, legal fees, taxation advice, accounting advice and specific expert advice (such as a geologist’s report). On very large direct finance transactions the fees and costs may run into millions of dollars. It can be difficult to assess the level of risk of investment in a direct issue, particularly default risk. Accounting and reporting standards may vary between nation-states, and information about an issuer may be limited to the prospectus and the issuer’s credit rating. Intermediated finance The critical difference between direct and intermediated finance can be found in the relationships that exist between the saver, the intermediary and the user of funds. With intermediated finance, as illustrated in Figure 1.5, the intermediary has an active role in the relationship. The intermediary, in providing finance to deficit units, acquires the ownership of the financial instrument that is created as part of the transaction. It also obtains the rights to the benefits and risks associated with the ownership of that asset. The benefits include the receipt of interest payments and the repayment of principal. On the other hand, a significant risk accepted by the intermediary is default or credit risk—that is, the risk that the borrower may not make all loan repayments. Default risk the risk that a borrower may not meet financial commitments such as loan repayments when they are due Intermediated finance financial transaction conducted with a financial intermediary (e.g. bank deposits and bank loans); separate contractual agreements 17 vin22943_ch01_001-040.indd 17 01/09/19 09:18 PM Part 1 Financial institutions Figure 1.5 Intermediated financial flows Suppliers of funds funds (surplus units) Intermediaries Financial instrument funds Users of funds (deficit units) Financial instrument In order to be able to provide loans to its customers, an intermediary obtains its funding from savers. Savers receive financial instruments issued by the intermediary, such as a term deposit receipt issued by a bank. A contractual agreement then exists between the saver and the intermediary in relation to the term deposit. The intermediary creates a separate contractual agreement with the borrower (the ultimate user of funds). The saver has no claim on the income or assets of the ultimate borrower. Those entitlements reside with the bank as the intermediary. The saver only has a claim for the payment of interest and the return of principal at maturity from the bank. On the other hand, under a separate loan contract, the intermediary relies on the borrower for repayment of the loan. Failure of the bank to recover the funds from the borrower does not change the contractual relationship the bank has with its depositor. The benefits of financial intermediation Very often the portfolio preferences of savers and borrowers differ. For example, a risk-averse lender may be prepared to receive a lower rate of return in exchange for maintaining funds at call. On the other hand, a borrower may be prepared to pay a higher rate of return, but may want to have the funds available for a number of years. It is likely that many savers and borrowers would find it difficult to meet their investment and funding needs if only direct finance was possible. An intermediary is able to resolve this problem and satisfy the preferences of both parties, and at the same time make a profit. An intermediary is able to transform short-term deposit funds into longerterm loan funds. An essential economic role of an intermediary is to resolve the conflicting preferences of surplus units and deficit units, and thus encourage both savings and productive capital investment. In carrying out the role of offering instruments with varying financial attributes (risk, return, liquidity, timing of cash flows), intermediaries perform a range of functions that are important to both savers and borrowers. These are: • • • • • asset transformation maturity transformation credit risk diversification and transformation liquidity transformation economies of scale. Asset transformation Asset transformation the ability of financial intermediaries to provide a range of products that meet customers’ portfolio preferences Financial intermediaries engage in asset transformation by offering their customers a wide range of financial products on both sides of the balance sheet, including deposit, investment and loan products. Without intermediation, surplus units that could generate only small levels of savings would not have any incentive to save; and users of funds, such as individuals and small businesses, would find the cost of obtaining loans too great to be worthwhile. Intermediaries specialise in the gathering of savings and can achieve economies of scale in their operations. They can profitably receive small amounts from many savers, pool them into larger amounts and make them available as loans to borrowers. Financial intermediaries provide a range of deposit products which meet the varying preferences and need of their customers. These include demand deposit accounts, current accounts, term deposits 18 vin22943_ch01_001-040.indd 18 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview and cash management trusts. At the same time, financial intermediaries provide a range of loan products, including overdraft facilities, term loans, mortgage loans and credit card facilities. Maturity transformation Most frequently, savers prefer great liquidity in their financial assets, while borrowers tend to prefer a longer-term commitment in the funds they borrow. By managing the deposits they receive, intermediaries are able to make loans of a longer-term nature while satisfying savers’ preferences for shorter-term savings. This is referred to as maturity transformation. Banks provide a good example of the maturity transformation function of intermediaries. The deposits they receive are generally quite short term in nature (typically less than five years), yet a large proportion of their lending is for home loans that frequently have a maturity of 30 years. The banks therefore have a mismatch between the terms to maturity of a large proportion of their sources of funds and their loan liabilities. Financial intermediaries are able to perform such extremes of maturity transformation for two reasons. First, it is unlikely that all savers would choose to withdraw their deposits at the same time. Deposit withdrawals during any particular period are generally more or less matched by new deposits. Second, and more importantly, financial intermediaries that engage in maturity transformation rely on liability management. Should a bank’s deposit base (liabilities) begin to decline below the level necessary to fund their forecast loan portfolio (assets), then the bank may adjust the interest rates that it offers in order to attract the necessary additional deposits. More probably, the bank will issue further securities (liabilities) directly into the money or capital markets to raise the additional funds required. Maturity transformation financial intermediaries offer products with a range of terms to maturity Liability management when banks actively manage their sources of funds (liabilities) in order to meet future loan demands (assets) Credit risk diversification and transformation Credit risk transformation occurs through the contractual agreements of intermediation. A saver has an agreement with the financial intermediary, and therefore the credit risk exposure of the saver is limited to the risk of the intermediary defaulting. The financial intermediary has a separate loan agreement with the borrower and is exposed to the credit risk of the borrower. Financial intermediaries have two advantages over most individual savers in managing investments. First, intermediaries specialise in making loans and therefore develop an expertise in assessing the risk of potential borrowers. This expertise comes from the technical skills of the employees and systems in assessing and monitoring loan applications, and also from the information that is acquired through prior dealings with the borrower. Credit risk transformation a saver’s credit risk exposure is limited to the intermediary; the intermediary is exposed to the credit risk of the ultimate borrower Liquidity transformation Savers generally prefer more, rather than less, liquidity in their investments. One reason for this is that the timing of a saver’s income and expenditure flows will not perfectly coincide. There are times when income is higher than expenditure and savings are available for investment purposes. On the other hand, there are times when expenditure exceeds income. In order to try and manage this timing problem, savers will tend to hold at least some of their financial assets in a very liquid form that can easily be converted to cash. Liquidity transformation is measured by the ability to convert financial assets into cash at something close to the current market price of the financial instrument. However, liquidity has another dimension: the transaction costs associated with acquiring and disposing of the financial asset. Transaction costs can often be quite high. However, a financial intermediary may have the capacity to lower transaction fees by spreading fixed costs across a large number of transactions. The time involved in carrying out a transaction may also be an important component of the total transaction cost. Many intermediaries provide highly liquid accounts in which individuals may store some of their wealth. For example, a demand (at-call) account with a bank represents complete liquidity. The depositor has the right to withdraw funds without notice. There is zero risk that the value of the asset, when it is converted into cash, will be less than the value of the deposit in the demand account. In addition, the transaction costs associated with converting the credit balance into cash are limited to Liquidity transformation measured by the ability of a saver to convert a financial instrument into cash 19 vin22943_ch01_001-040.indd 19 01/09/19 09:18 PM Part 1 Financial institutions transaction fees imposed by the bank. Intermediaries such as commercial banks can offer highly liquid assets to savers, which the ultimate users of funds would be most unlikely to be able to do. Banks have further extended liquidity arrangements by adopting systems such as electronic networks: automatic teller machines (ATMs) and electronic funds transfer at point of sale (EFTPOS) arrangements. Economies of scale Economies of scale financial and operational benefits gained from organisational size, expertise and volume of business Financial intermediaries gain considerable economies of scale due to their size and the volume of business transacted, and therefore have the resources to develop cost-efficient distribution systems. Banks maintain extensive branch networks as their primary distribution mechanism. At the same time they also provide extensive technology-based distribution systems such as ATMs, EFTPOS, telephone banking and internet banking. The cost of the sophisticated computer and communication systems required to support such distribution networks is spread over the millions of transactions processed. Intermediaries also obtain cost advantages through effective knowledge management and the accumulation of financial, economic and legal expertise. For example, a bank will typically use standardised documentation for its deposit and lending products. The bank knows that these documents will comply with regulatory and legal requirements. Other cost advantages include a reduction in search costs for both savers and borrowers; that is, savers do not need to investigate the creditworthiness of the ultimate borrower. The intermediary will have that data available before making a loan decision. In a competitive market, financial intermediaries should pass on efficiency gains in the form of reduced interest margins and fees. 1.4.4 LEARNING OBJECTIVE 1.5 Distinguish between various financial market structures, including wholesale markets and retail markets, and money markets and capital markets. Wholesale market direct financial flow transactions between institutional investors and borrowers Retail market financial transactions conducted with financial intermediaries mainly by individuals and small to medium-sized businesses W HOLESALE AND RETAIL MARKETS Direct financial transactions between institutional investors and borrowers are described as wholesale market transactions. Institutional investors include commercial banks, insurance offices, superannuation funds, investment banks, fund managers, finance companies, building societies, credit unions, government authorities and large corporations. Transactions conducted in the wholesale markets typically range from the tens of thousands of dollars to the millions of dollars. For example, a portfolio manager may purchase a $50 000 wholesale managed fund for a client while a financial institution might sell $10 million worth of commercial bills into the money market. The cost of wholesale funds is determined by a range of factors, such as the level of liquidity (surplus funds) within the financial system, future interest rate expectations and the maturity structure of investment opportunities. For example, large amounts of short-term funds are invested overnight in the money markets. Generally, wholesale investors are able to accumulate large quantities of surplus funds and use their market power and investment skills to obtain higher returns than would normally be available in the retail market. At the same time, wholesale market borrowers are able to use their good credit standing in the markets to obtain access to those funds. The retail market, on the other hand, comprises transactions primarily of individuals and small to medium-sized businesses. Transactions are principally conducted with financial intermediaries. Market participants are price takers; that is, the financial intermediary is able to set both deposit and lending rates of interest. Retail market participants are not totally excluded from the wholesale markets. They are able to gain indirect access to the wholesale markets through managed investment products such as cash management accounts and unit trusts. These are discussed in Chapter 3. 1.4.5 M ONEY MARKETS The financial markets may be categorised according to the characteristics of the financial instruments that are traded in the markets. Within the debt and equity markets, the two main market classifications are the money markets and the capital markets. The money markets and the capital markets include 20 vin22943_ch01_001-040.indd 20 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview a number of submarkets (see below). Other markets, such as the foreign exchange market and the derivatives market, also form part of the financial system. Money market transactions involve wholesale short-term-to-maturity securities of less than 12 months. As discussed below, medium- to long-term-to-maturity transactions are referred to as capital-market transactions. Figure 1.6 depicts the structure of the money markets and the capital markets. You will note that each market incorporates primary and secondary markets within both the domestic and the international markets. Money markets wholesale markets in which short-term securities are issued and traded Figure 1.6 Structure of the money and capital markets Financial markets Money markets Primary money markets Secondary money markets Capital markets Primary capital markets (maturities to one year) (residual maturities to one year) (new shares and longterm debt issues) Domestic short-term money markets International short-term money markets Domestic capital markets Secondary capital markets (trading in existing securities) International capital markets The money markets bring together institutional investors that have a surplus of funds and those with a short-term shortage of funds. The money markets are attractive to institutional investors for short-term financing arrangements as the markets are (normally) highly liquid and the securities issued in the market are standardised and have well-developed secondary markets. The money markets allow institutional investors, such as commercial banks, insurance offices, superannuation funds, investment banks, funds managers, finance companies, other finance institutions, government authorities and large corporations to manage their short-term financing needs. For example, a large retail sales store may accumulate surplus funds from sales. In order to gain a return, the store needs to invest the surplus funds. However, the store may need to use the funds in a few days to buy more stock. The store knows that it is able to purchase short-term securities in the money markets today that can easily be sold again in a few days when the cash is needed. From the point of view of borrowers, one of the principal functions of the money markets is to enable them to bridge the mismatch between their cash expenditures and their cash receipts. A large corporation may need to raise short-term funds to cover its forecast working-capital requirements over the next three months. The corporation could borrow the funds from a bank, but it may also find that it is able to borrow at a lower yield by issuing short-term securities directly into the money markets. The securities issued may be repaid as the company generates income from its products or services. The money markets have no specific trading location. Money-market transactions are conducted from the business offices of the market participants using computer networks. The money markets Institutional investors participants in the wholesale markets (e.g. funds managers, insurance offices, banks) 21 vin22943_ch01_001-040.indd 21 01/09/19 09:18 PM Part 1 Financial institutions operate both as primary markets in which new securities are issued and as secondary markets in which existing securities are bought and sold. The major money-market participants and securities issued and traded are listed in Figure 1.7. Figure 1.7 Money-market participants and instruments Market participants Money-market instruments Central bank Exchange settlement account funds Commercial banks Treasury notes Superannuation funds Investment banks and merchant banks Government bonds (less than 12 months to maturity) Finance companies Commercial bills Insurance offices Promissory notes (commercial paper) Funds managers (including unit trusts) Deposits (11 am and 24-hour call) Building societies and credit unions Negotiable certificates of deposit Cash management trusts Interbank loans Corporations Repurchase agreements (repos) Money-market submarkets As indicated in Figure 1.7, the money markets comprise a number of submarkets, including: • • • • • central bank: system liquidity and monetary policy interbank market bills market commercial paper market negotiable certificates of deposit market. Central bank: system liquidity and monetary policy Central banks use the money markets to carry out transactions that will maintain, or change, the amount of liquidity that is available within the financial system. The amount of daily liquidity in the financial system is affected mainly by government budget surpluses or deficits, official foreign exchange transactions and net sales of government securities. The amount of liquidity in the financial system directly impacts on interest rates in the market. The central bank implements its monetary policy by targeting the cash rate, hence the central bank carries out money-market transactions so that the cash rate remains at its target level. For example, in Australia the central bank is the Reserve Bank of Australia. The Reserve Bank deals regularly, usually daily, in the money markets for the purpose of managing the supply of liquid funds (cash) available to the financial system. The Reserve Bank deals in (buys and sells) Commonwealth Government Securities (CGS) and certain other specified securities of up to one year to maturity, and in repurchase agreements (repos). The Reserve Bank conducts these market operations with members of the Reserve Bank Information and Transfer System (RITS), principally commercial banks and other institutions that participate in the wholesale market for CGS. RITS is an electronic settlement system. Furthermore, the Reserve Bank is responsible for the implementation of monetary policy. Briefly, the main monetary policy objective is to maintain an economic environment whereby inflation remains within a desired range of 2.00 per cent to 3.00 per cent over time. To achieve this, the Reserve Bank seeks 22 vin22943_ch01_001-040.indd 22 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview to influence the level of interest rates by targeting the cash rate in the money markets. In an efficient market, it is expected that if the cash rate changes, then this will flow through over time to changes in other interest rates. Changes in interest rates will then impact on economic activity and the level of inflation. System liquidity and monetary policy issues are discussed in Chapter 12. Interbank market The interbank market facilitates the management of the short-term liquidity needs of the commercial banks. Banks carry out transactions on behalf of their customers and also on their own behalf. Settlement of transactions between the banks occurs through the payments system. In order to effect settlement, each member of the payments system is required to maintain an exchange settlement account with the central bank. An important role of the interbank market is the lending of surplus exchange settlement account funds. These cleared settlement funds are known as same-day funds and are required by the banks to maintain their exchange settlement accounts in credit. The introduction of real-time gross settlement for the clearance of large-value transactions has increased the profile of the interbank market. The operation of the payments system is discussed in Chapter 12. Interbank market the lending and borrowing of very short-term funds by banks operating in the payments system Bills market Bills of exchange are short-term discount securities. A discount security is issued today with a face value that is payable at the maturity date. A discount security does not pay interest, but is sold to investors at a price less than the face value. Therefore, the holders of these securities obtain their return on investment from the difference between the price that they pay for the security and the price for which they sell it, or the face value if held to maturity. For example, if a borrower issues a bill with a face value of $1 million, payable in 90 days, and sells the bill today for $980 000, then the return to the investor will be $20 000 if the bill is held to the maturity date. The issuer of the bill has effectively borrowed $980 000 for 90 days at a cost of $20 000. The commercial bills market is the largest component of the money markets, and involves the trading of bank bills and non-bank bills. There is an active secondary market in commercial bills. This allows market participants to manage their maturity preferences. For example, an investor can buy a 90day bill but sell it after seven days. The same bill might be sold several times during its short 90-day life. Commercial bills are discussed in Chapter 9. Discount securities short-term securities issued with a face value payable at maturity; they do not pay interest; they are sold today at a discount to the face value Bills market an active money market for the issue and trading of bills of exchange (discount securities) Commercial paper market Another important segment of the money markets is the issue and trading of promissory notes. It is a market convention to refer to promissory notes as commercial paper. A promissory note is a discount security (similar to a commercial bill). It is issued with a face value that is payable at maturity. As the promissory note does not pay interest, it is sold today for less than the face value. Refer to the example given in the bills market (above). The strength of this market tends to fluctuate with the overall performance of the economy. As promissory notes are often issued on an unsecured basis, only corporations with a good credit rating are able to issue into the market. However, a segment of the market comprises the issue of secured commercial paper supported by asset-backed securities. As mentioned above, this segment of the commercial paper market virtually ceased to operate as a result of the credit crisis associated with the GFC. This occurred because a portion of the asset-backed securities turned out to be sub-prime securities with a high risk of default. Promissory notes (commercial paper) are discussed in Chapter 9. Commercial paper promissory notes (discount securities) issued into the money market by corporations with a good credit rating Negotiable certificates of deposit market Negotiable certificates of deposit, more commonly referred to as CDs, are short-term discount securities issued by banks. An example of a discount security is given in the bills market (above). The CD segment of the money markets is a source of liquidity funding for the banks. As a result of increased levels of funds under management, the CD market has become an increasingly important source of liquidity funding, giving the banks flexibility to manage the short-term maturity structure of their balance sheets. Negotiable certificate of deposit a discount security issued by a bank 23 vin22943_ch01_001-040.indd 23 01/09/19 09:18 PM Part 1 Financial institutions 1.4.6 Capital markets markets for longerterm funding; includes equity, corporate debt and government debt, and is supported by the foreign exchange and derivatives markets C APITAL MARKETS Capital markets channel savings to finance the longer-term investment plans of businesses, individuals and governments. Therefore, financial instruments are defined as capital-market instruments if they have an original term to maturity in excess of one year. Capital-market instruments include both debt instruments and equity, and encompass both the domestic and international markets. The capital markets are extremely large and offer a wide range of products to meet the needs of both lenders and borrowers. For example, loans may be obtained through direct or intermediated finance for periods ranging up to 30 years. Loans may be secured or unsecured, have a fixed interest rate or a variable interest rate, and different repayment structures and timing of cash flows. The development of domestic capital markets is extremely important for economic growth as they provide the long-term funds necessary for productive investment. Further, the international capital markets offer enormous opportunities for investing and borrowing funds in a range of countries, markets and currencies. We will explore the diverse nature of the capital markets by looking at the following markets: • • • • • equity market corporate debt market government debt market foreign exchange market derivatives market. Equity market Equity markets facilitate the issue of financial securities that represent an ownership interest in an asset (e.g. stock market) The principal characteristic of the equity market is that the provider of equity finance obtains an ownership interest in an asset. Within the context of a corporation, the main form of security issued is the ordinary share, sometimes referred to as common stock. The shareholder has an entitlement to participate in the profits of the business, by way of receiving either dividend payments or capital gains (losses) in the value of the shareholding. From the perspective of the business, equity provides a source of long-term funding that does not have to be repaid. Equity is available to: • • • • finance physical infrastructure such as buildings and equipment provide creditor confidence in dealing with the firm ensure the availability of funds to absorb abnormal losses improve the liquidity of the business. This text focuses mainly on equity issued by publicly listed corporations on a stock exchange. Chapter 4 considers the share market and the corporation, Chapter 5 explores a range of issues that a corporation needs to consider when issuing equity, Chapter 6 examines equity financing from the point of view of an investor and Chapter 7 provides a detailed analysis of share prices. As you can see, there is a lot to learn about the equity markets. However, it is easy to become addicted to the stock market, particularly if you become an investor. Corporate debt market Longer-term debt is an important source of funding for the growth of business corporations. Capitalmarket debt represents a financial commitment that typically requires periodic interest payments to be made during the term of the debt arrangement, and repayment of principal (amount borrowed). The principal may be amortised—that is, repaid in periodic instalments over the period of the loan—or repaid in a lump sum at the maturity date. 24 vin22943_ch01_001-040.indd 24 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview Medium-to-longer-term debt instruments issued into the corporate debt market include: • • • • • • • term loans: provided by commercial and investment banks commercial property finance: loans secured by a registered mortgage over the business property being financed debentures: a corporate bond, where security is given in the form of a charge over the assets of the borrower unsecured notes: a corporate bond with no security attached subordinated debt: where the claims of the debt holder are subordinated against other debt lenders lease arrangements: periodic lease payments made in return for borrowing an asset securitisation: the sale of existing assets, such as mortgage loans, to generate new funds. These capital market products are discussed in Chapter 10. With the deregulation of the financial system, the international capital markets are also an important source of funding for corporations with good credit ratings. Chapter 11 examines offshore funding, focusing on the euromarkets and the US markets and the various instruments available within those markets. While the types of products offered in the international markets are fundamentally the same as those listed above, the main variable is the currency in which they are issued. For example, a euromarket instrument is issued by a borrower into another country, and the instrument is denominated in a currency other than the currency of the country in which it is issued. An example might be an Australian company issuing corporate bonds into the Singapore market that are denominated in USD (borrowing USD). Government debt market Governments also need to budget with regard to their cash flows and capital expenditures. A government may budget for a surplus, a deficit or be in balance. If a budget is in deficit, the government will need to borrow funds to cover the forecast deficit. If a budget is in surplus, the excess funds can be used to repay existing government debt. Governments fund budget deficits through long-term borrowings in both the domestic and the international capital markets. If a government has a short-term liquidity funding need due to a mismatch of cash inflows from taxation and cash outflows to meet commitments such as pension payments, this may be managed by issuing short-term securities. For example, if the Australian government has a short-term funding need, it will issue Treasury notes. It issues Treasury bonds to raise longer-term funds. The Reserve Bank acts as banker to the government and therefore issues government securities as required to meet the government’s funding needs. Treasury notes are discount securities issued in the money market with maturities up to six months. Treasury bonds are issued in Australia with maturities ranging up to 10 years. They are mainly issued as fixed-interest securities for which half-yearly interest payments are made for the term of the bond and the principal is repaid at maturity. The bonds may be issued at a discount or premium over face value, depending on the yield of the fixed-interest coupon relative to the issue tender price. The bonds are sold periodically by tender to members of RITS. Government funding is discussed in Chapter 12. The extent of government borrowing has an impact on the private sector. If the government increases its borrowing in the market, it will crowd out or reduce the amount of funds available to corporate borrowers. Foreign exchange market The foreign exchange market forms an important component of the capital markets, especially since the floating of exchange rates by the majority of nation-states and the deregulation of the financial systems of the major economies of the world. Corporate debt markets facilitate the issue and trading of debt securities issued by corporations (e.g. discount securities, bonds) Euromarket instruments financial transactions conducted in a foreign country in a currency other than the currency of that country Government debt government borrowing for short-term liquidity needs, or longerterm budget capital expenditures (T-notes, Treasury bonds) Crowding out government borrowing that reduces the net amount of funds available for other lending in the financial system Foreign exchange markets markets that facilitate the buying and selling of foreign currencies 25 vin22943_ch01_001-040.indd 25 01/09/19 09:18 PM Part 1 Financial institutions Corporations, financial institutions and governments all access funds in the international capital markets, which provide a range of funding instruments and a diversity of funding sources that otherwise may not be available within domestic capital markets. Financial instruments issued in the international capital markets are usually denominated in a foreign currency. Therefore, interest payments and principal repayments related to international debt commitments require the borrower to purchase the necessary foreign currency in order to make those periodic payments. The foreign exchange market facilitates the buying and selling of foreign currencies necessary for the conduct of international capital-market transactions. The exchange rate is the price of one currency against another. Foreign exchange risk is the risk that the exchange rate between currencies will change. Other issues that have an impact on the exchange rate—and therefore the cost of funding in the international capital markets—are relative inflation, relative interest rates, relative national income growth, government intervention and exchange rate expectations. The foreign exchange market is discussed in Part 5. Derivatives market Derivatives markets markets in synthetic risk management products: futures, forwards, options, swaps Within the context of the capital markets, the derivatives market provides a range of risk management products that are available to borrowers to manage risks associated with capital-market transactions. The principal risks to be managed include interest rate risk, foreign exchange risk and price risk. For example, a borrower with an existing loan that has a variable interest rate might be concerned that the rate will increase in the future. The borrower might use a derivative product to manage that risk. The same principles apply for the risk that the exchange rate might change or that share prices may rise or fall. Derivative products available to manage these risks are discussed in detail in Part 6. They include futures contracts, forward rate agreements, forward foreign exchange contracts, options, interest rate swaps and currency swaps. A brief introduction to the different types of derivative contracts was given in Section 1.3.3. The derivatives market, through the provision of a range of risk management products, supports and encourages capital-market transactions. Risk management through the use of derivative contracts is a complex area of finance and will represent a challenging part of your later learning. REFLECTION POINTS • • • • • • The matching principle contends that short-term assets should be financed by short-term liabilities, and longer-term assets financed with longer-term liabilities and shareholder funds. Within the context of financial markets, primary markets are those markets where new financial instruments are issued. Secondary markets are those markets where existing securities are bought and sold. Direct finance occurs when a provider of funds contracts with a user of funds. Benefits can include lower cost of funds, access to diverse funding sources and greater financing flexibility. Disadvantages involve matching funding preferences, liquidity and marketability of instruments issued, search and transaction costs and risk assessment. Intermediated finance occurs when the provider of funds contracts with a financial intermediary, such as a commercial bank, and the financial intermediary contracts separately with the user of funds (borrower). Benefits include asset transformation, maturity transformation, credit risk diversification and transformation, liquidity transformation and economies of scale. Wholesale market transactions are large direct transactions carried out by institutional investors. Retail market transactions are usually greater in number but smaller in size, and are typically carried out with a financial institution by individuals and small to medium-sized businesses. 26 vin22943_ch01_001-040.indd 26 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview • • Money markets are direct finance wholesale markets for the issue of discount securities such as bills of exchange, promissory notes (commercial paper) and negotiable certificates of deposit. These short-term markets allow participants to manage their day-to-day liquidity requirements. The capital markets provide long-term finance, including equity, corporate debt and government debt. The capital markets are supported by the foreign exchange market and the derivatives markets. 1.5 Flow of funds, market relationships and stability A principal function of the financial system is to facilitate the flow of funds between suppliers of funds and users of funds. The flow of funds to deficit units involves the creation of financial instruments that are exchanged for money in the primary markets. The flow may be direct—that is, directly between the lender and the user. Alternatively, the flow can be indirect—that is, intermediated by financial institutions. With intermediated flows, financial institutions gather together the savings of surplus units and provide loans from the pooled savings to deficit units. For a number of financial instruments issued in the primary markets there are secondary markets in which those securities are traded. Transactions in the secondary markets do not provide additional funding for the issuer, but rather they involve a flow of funds and a change of ownership between the two parties concerned. A function of the secondary markets is to add marketability and liquidity to primary market securities. In particular, this allows the holders of securities to restructure their portfolios by buying and selling at current market prices. Most importantly, secondary market liquidity makes the issue of new primary market securities much easier and reduces the returns that savers would otherwise require if those securities were less liquid. The discussion to date on the flow of funds relationships in the financial system has referred to two major categories: the ultimate savers or surplus units, and the ultimate borrowers or deficit units. We should now consider sectorial flows of funds in terms of the saving and borrowing patterns of the key sectors of an economy. The domestic economy can be divided into four sectors: • • • • business corporations financial corporations government household sector. LEARNING OBJECTIVE 1.6 Analyse the flow of funds through the financial system and the economy, and briefly discuss the importance of ‘stability’ in relation to the flow of funds. Deficit units borrowers or users of funds Sectorial flow of funds the flow of funds between surplus and deficit sectors in an economy; the business, financial, government, household and rest-ofthe-world sectors To these four sectors, the rest-of-the-world sector is added. This sector may be both a source of surplus funds flowing into the domestic economy and an outward investment destination for surplus funds within an economy. Net borrowing and net lending of the major sectors of the economy vary between countries. The flow of funds between sectors also varies from year to year, depending on factors such as government budgetary actions, the level of economic activity and the state of the business cycle. As a broad generalisation, the business sector will, on average, be a deficit sector. Most business enterprises need to borrow in order to fund their business activities. The financial corporations sector also tends to be a deficit sector; financial institutions fund the growth in their balance sheets by borrowing in the capital markets. The government sector may fluctuate between being a deficit sector and a surplus sector, depending on budget policy objectives, while the household sector is typically a surplus sector—that is, a net saver of funds. 27 vin22943_ch01_001-040.indd 27 01/09/19 09:18 PM Part 1 Financial institutions Fiscal policy the management of annual revenues and expenditures of a government Compulsory superannuation employers must contribute minimum specified amounts into retirement savings for employees (Australia) World Bank created along with the International Monetary Fund (IMF), the World Bank is an organisation of 189 member countries tasked with reducing poverty in developing countries International Monetary Fund (IMF) an organisation of 189 countries, created in 1945, to foster financial stability, trade and economic growth A country that has a stable political environment and a domestic economy that is strong and offers good growth potential would expect to attract savings from overseas investors. Deregulation of the global capital markets has allowed the rest-of-the-world sector to become more sensitive to sudden shifts in the flow of funds, as investors are able to move funds from one market to another quite quickly and with relative ease. A country’s government can impact the flow of funds between sectors by making policy decisions that change its own deficit or surplus unit status. The most directly relevant policy is the government’s fiscal policy. However, policy decisions on issues such as compulsory superannuation have an impact on the levels of savings within the economy. Government policy decisions regarding guarantees on bank deposits and bank borrowings, designed to increase confidence in the financial system, are also important in shaping the flow of funds. Worldwide, a set of global institutions can play a role in shaping and managing the flow of funds across geographical boundaries. This can be particularly important in times of crisis. For example, the World Bank and the International Monetary Fund (IMF) can play an important role in shaping the flow of funds into and out of developing economies. As we shall soon see, the Bank for International Settlements (BIS) has played a leading role in shaping banking regulations across the world. Changes to these regulations, by requiring banks to hold more capital, for instance, shape the flow of funds globally as well as within domestic economies. The remainder of Part 1 is devoted to an examination of the main financial institutions. The role of commercial banks in the flow of funds, and explanations for their importance in the financial system, are considered in Chapter 2. The main non-bank financial institutions are examined in Chapter 3. REFLECTION POINTS • • • • A modern financial system facilitates the efficient flow of funds from providers of funds to users of funds. A strong financial system will encourage savings and investment, which should lead to economic growth. The flow of funds in a domestic economy can be divided into four sectors: business corporations, financial corporations, government and households. An additional sector is the rest-of-the-world sector. A sector may be a surplus sector or a deficit sector, depending on whether it is a net provider of funds or a net user of funds. CASE STUDY THE NEXT GLOBAL FINANCIAL CRISIS? The sub-prime lending crisis which originated from the US housing market and spread to insurance and other sectors of the US economy became a world economic crisis (Dewatripont, 2010) in 2008, resulting in massive unemployment after the loss of 8.7 million jobs worldwide (including 250 000 in Australia) and a significant decline in world economic output (Claessens, 2014). Nations have adopted various strategies and lending policies to ensure that the crisis is not repeated. Despite this, more than 10 years after the GFC, concerns have been raised about the seeds of a new crisis being sown in different corners of the world. Bill Gates, when asked on the possibility for the outbreak of another financial crisis, has stated that there exists a high possibility. This opinion is also held by Gates’ friend, Berkshire Hathaway founder 28 vin22943_ch01_001-040.indd 28 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview and well-known investor Warren Buffett (Frank, 2018). A growing number of experts, including Steve Eisman, have also raised some alarms about a future crisis. Eisman predicted the GFC and influenced the character played by Steve Carell in the Oscar-winning movie The Big Short. Eisman has predicted a crisis to start in Italy, where banks have a high number of non-performing loans (NPLs). These loans are to companies and households who have fallen behind in making repayments. The books of Italian banks hold about €360 billion in NPLs, which have been written down to about 50.00 per cent of their original value. The real problem is that they are not worth even that amount. When financiers buy NPLs from Italian banks, they value them at only 20.00 per cent of the book value. That is, only 10.00 per cent of the original value of the loans. Compared to Italy, Eisman sees the US economy as being in a safer position because the issue of subprime mortgages has been reduced following strong regulatory actions after 2008. He feels that the European regulators are more lenient than US regulators and that this represents a risk to the European economy (Collinson, 2018). Another potential area for concern is the Chinese banking sector, where banks have enjoyed lending growth over the past few decades that resulted in the creation of largely unregulated shadow banks or credit unions who lend to property developers. These loans are funded in various ways, including by ‘asset management products’, all of which have certain question marks regarding their levels of risk. A collapse of one of these funding streams could lead to a financial crisis in China (David, 2018; John, 2017). References Chung, F 2018, ‘Bill Gates says another US financial crisis a certainty’, News.com.au, 2 March, viewed 15 October 2018, https://www.news.com.au/finance/economy/world-economy/bill-gates-says-anotherfinancial-crisis-a-certainty/news-story/364c28ad0c20696f399553d51900fe77 Claessens, S 2014, Financial crises: Causes, consequences, and policy responses, International Monetary Fund, Washington, District of Columbia. Collinson, P 2018, ’The Big Short: is the next financial crisis on its way?’, The Guardian, 19 November, viewed 15 October 2018, http://www.theguardian.com/money/2016/nov/19/big-short-financial-crashsteve-eisman-italy-banks-risk Dewatripont, M, Rochet, J and Tirole, J 2010, Balancing the banks: global lessons from the financial crisis, Princeton University Press, Princeton and Oxford. Mauldin, J 2017, ’One Of These 3 Black Swans Will Likely Trigger A Global Recession By End Of 2018’, Forbes, 27 July, viewed 15 October 2018, http://www.forbes.com/sites/johnmauldin/2017/07/27/oneof-these-3-black-swans-will-likely-trigger-a-global-recession-by-the-end-of-2018#4cda7aef1875 Taylor, D 2017, ’Australia has the capacity to ride the wave, should a financial crisis make its way to our shores’, ABC News, 16 March, viewed 15 October 2018, http://www.abc.net.au/news/2017-03-15/ david-taylor-can-australia-survive-another-financial-crisis/8353074 Discussion points • • • In the words of Steve Eisman, the ‘US economic system is in a safer seat when compared with Europe’. Why? According to Steve Eisman, what are the concerns with the Italian banking sector that could trigger a crisis? Describe how the Australian economy is set to deal with crisis situations, especially in light of a financial threat from China. 29 vin22943_ch01_001-040.indd 29 01/09/19 09:18 PM Part 1 Financial institutions Master before you move on LEARNING OBJECTIVE 1.1 Understand the basic frameworks that underlie the facts that characterise financial institutions, financial instruments and financial markets. • • • • • The interconnected global financial system traces its origins to the introduction of money and the development of local markets to trade goods. Money is a medium of exchange that facilitates transactions for goods and services. With wealth being accumulated in the form of money, specialised markets developed to enable the efficient transfer of funds from savers (surplus entities) to users of funds (deficit entities). Financial instruments incorporate attributes of risk, return (yield), liquidity and time-pattern of cash flows. Savers are able to satisfy their own personal preferences by choosing various combinations of these attributes. By encouraging savings, and allocating savings to the most efficient users, the financial system has an important role to play in the economic development and growth of a country. The real economy and the financial system are connected. LEARNING OBJECTIVE 1.2 Explain the functions of a modern financial system and categorise the main types of financial institutions, including depository financial institutions, investment banks, contractual savings institutions, finance companies and unit trusts. • • • • • • • • • A financial system encourages accumulated savings that are then available for investment within an economy. A modern financial system comprises financial institutions, instruments and markets that provide a wide range of financial products and services. A range of different financial institutions has evolved to meet the needs of financial market participants and to support economic growth. Depository institutions, such as commercial banks, building societies and credit unions, specialise in gathering savings in the form of deposits and using those funds to provide loans to customers. Investment banks tend to specialise in the provision of advisory services to clients (e.g. merger and acquisition advice). Contractual savings institutions, such as insurance offices and superannuation funds, enter into contracts in which they receive funds on the undertaking that they will pay a policyholder, or member of a fund, a specified sum when a nominated event occurs. Finance companies sell debt instruments directly to surplus entities and then use those funds to provide loans and lease financing to borrowers. Unit trusts sell units in a trust. The accumulated funds in the trust are pooled and invested in asset classes specified within the trust deed. Commercial banks dominate in terms of their share of the assets of financial institutions. LEARNING OBJECTIVE 1.3 Define the main classes of financial instruments that are issued into the financial system, that is, equity, debt, hybrids and derivatives. • • Financial instruments are central to any financial relationship between two parties. Where the saver acquires an ownership claim on the deficit entity, the financial instrument is referred to as equity. 30 vin22943_ch01_001-040.indd 30 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview Where the relationship is a loan, the financial instrument is referred to as a debt instrument. A financial instrument that incorporates the characteristics of both debt and equity is known as a hybrid. Another category of instruments is derivatives (futures, forwards, swaps and options). The main use of a derivative is in the management of commodity and financial risks. LEARNING OBJECTIVE 1.4 Discuss the nature of the flow of funds between savers and borrowers, including primary markets, secondary markets, direct finance and intermediated finance. • • • • • • • • • Financial markets and instruments allow borrowers to meet the requirements of the matching principle; that is, short-term assets should be funded by short-term liabilities, and longer-term assets should be funded by longer-term liabilities and equity. The markets in which new debt and equity securities are issued are known as primary markets. Markets that facilitate the sale of previously issued securities, such as a stock exchange, are called secondary markets. CHAPTER ONE REVIEW • • • By providing a market for the trading of existing securities, secondary markets serve the most important function of adding liquidity to financial instruments. Where an active secondary market exists for a financial instrument, the instrument is usually referred to as a security. In the primary market, surplus entities may acquire assets directly from the issuer. Alternatively, the flow of funds may be through a financial intermediary, in which case the surplus entity establishes a financial relationship with the intermediary rather than with the ultimate borrower. Intermediated flows are attractive to many savers since the intermediary provides a range of financial attributes that may not otherwise be available. The advantages of financial intermediation include asset transformation, maturity transformation, credit risk diversification and transformation, liquidity transformation and economies of scale. LEARNING OBJECTIVE 1.5 Distinguish between various financial market structures, including wholesale markets and retail markets, and money markets and capital markets. • • • • The financial markets are categorised as money markets (short-term securities) and capital markets (longer-term securities). Submarkets in the money markets include central bank transactions, the interbank market, the bills market, the commercial paper market, the government securities market and the CD market. The capital markets include the equity market, the corporate debt market, the government debt market, the foreign exchange market and the derivatives market. Within the money and capital markets there are also the wholesale markets (institutional investors) and the retail markets. LEARNING OBJECTIVE 1.6 Analyse the flow of funds through the financial system and the economy, and briefly discuss the importance of ‘stability’ in relation to the flow of funds. • • Sectorial flow of funds may be observed within an economy. Sectors include the business corporations sector, the financial corporations sector, the government sector, the household sector and the rest-of-the-world sector. 31 vin22943_ch01_001-040.indd 31 01/09/19 09:18 PM Part 1 Financial institutions • • • These sectors may be net surplus sectors (providers of funds) or net deficit sectors (users of funds). Factors that affect these sectors are government policy initiatives and economic performance. A stable financial system is characterised by the smooth flow of funds between surplus and deficit units. Extended learning A LEARNING OBJECTIVE 1.7 Appreciate the impact of the global financial crisis (GFC) on the world’s financial system and economy. The global financial crisis of 2008 Global financial crisis (GFC) the global financial crisis (GFC) refers to the financial crisis of 2008 that has been traced to the collapse of the housing market in the USA and the consequences of that collapse for the market for mortgage-related securities Sub-prime mortgages loans to borrowers that, under normal credit assessment standards, would not have the capacity to repay The global financial crisis (GFC) has been described as the most significant economic crisis since the Great Depression in the 1930s. In 2007, realisation that house prices in America had begun to fall and mortgage defaults were increasing, particularly in sub-prime mortgages which had been issued to low-income individuals who were sometimes without a documented ability to meet the monthly repayments, initiated a liquidation of trading positions in the mortgage markets that quickly evolved into a banking crisis. Uncertainty about the value of assets posted as collateral and the solvency of counterparties significantly disrupted the financing arrangements upon which financial institutions relied to fund their activities. Uncertainty about the solvency of financial institutions flowed through the financial system. Unable to fund their activities through the usual channels, some financial institutions were forced to seek equity capital injections from investors or obtain emergency funding from central banks. Some were bailed out by their sovereign government. Others were forced to sell themselves to stronger financial institutions. Many others were forced to file for bankruptcy. The effects of the crisis flowed into the ‘real’ economy. Economic growth in the USA slowed considerably. According to the Bureau of Economic Analysis (www.bea.gov), from the second half of 2008 through to the first half of 2009, the USA experienced four consecutive quarters of negative economic growth (falling gross domestic product or GDP). Contributing to this were severe declines in private investment, including back-to-back declines of 36.00 per cent and 42.00 per cent in 2009. The Bureau of Labor Statistics (www.bls.gov) recorded a steep increase in the unemployment rate in the USA, which doubled from 5.00 per cent in 2007 to just over 10.00 per cent in 2009. Amid the uncertainty and economic turmoil, financial markets continued to reel. Share markets in most of the advanced economies experienced precipitous falls and at the depths of the crisis had recorded losses of more than 50.00 per cent. The US stock market alone experienced losses in 2008 of $8 trillion. Currency markets were not immune from the volatility. The Australian dollar experienced depreciations of more than 30.00 per cent against the major currencies. During the crisis, a number of prestigious Wall Street firms lost their independence or failed completely. Bear Stearns was purchased by JPMorgan Chase & Co. for just $10 per share in March 2008, after trading at $150 per share a year earlier. In July, the mortgage broker IndyMac was placed in ‘conservatorship’ by the US government. In September, two government-chartered mortgage lenders, Freddie Mac and Fannie Mae, were similarly placed in the care of the US government. Lehman Brothers collapsed in mid-September. At the same time that Lehman Brothers tried in vain to arrange a bailout or takeover, Merrill Lynch sold itself to Bank of America to avoid a Lehman-style collapse. The Lehman Brothers’ collapse created enormous market volatility as market participants struggled to predict the effects of the investment bank’s failure on the intertwined network of trades that characterises the financial markets. Governments and central banks desperately tried to stabilise the markets. Meanwhile, other financial institutions found themselves under tremendous pressure. Washington Mutual was 32 vin22943_ch01_001-040.indd 32 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview Banks and other financial institutions are always vulnerable to ‘runs’. These are situations where, all at once, many customers demand their money back from a financial institution. Financial institutions do not operate with 100.00 per cent reserves and cannot possibly meet all of these demands. Federal Reserve the central bank of the USA Before the GFC, financial institutions became more vulnerable because of maturity mismatching in their financing arrangements. Most financial institutions had become reliant on very short-term or overnight financing to finance their operations. Repurchase agreements, or ‘repos’, are very shortterm funding arrangements and financial institutions had come to rely heavily on overnight repo financing in the decade before the crisis. During the crisis, when financial institutions became wary about the solvency of their counterparties (and themselves), repo financing became either increasingly expensive or impossible to secure. Without the overnight repo markets, financial institutions did not have the capital to sustain their operations for any length of time. This was exacerbated by the redemption and withdrawal requests being received from investors and depositors. Bear Stearns, for example, found that it was unable to secure repo financing once doubts surfaced about its solvency. Although Bear Stearns had more than $18 billion in capital, this fell far short of what was required to finance its day-to-day operations. Bear Stearns was taken over by JPMorgan Chase & Co. just a few days after its repo financing evaporated. With Bear Stearns gone, the financial markets awaited the next ‘domino’ to fall. CHAPTER ONE REVIEW placed in receivership. Wachovia was purchased by Wells Fargo. AIG was effectively taken over by the Federal Reserve. When the crisis hit, information about the market value of the securities traded among financial institutions and the magnitude of financial obligations of particular institutions was difficult or impossible to obtain. Collateralised debt obligations (CDOs), which are portfolios of mortgages and other loans arranged into ‘tranches’ according to levels of risk, are complex by nature because it is very difficult to determine the quality of the numerous individual loans in each of the tranches. This complexity and the absence of liquid secondary markets for the securities led to large writedowns in the estimated values of these securities when financial institutions realised that there were no buyers willing to engage in transactions at prices even close to the previously recorded selling prices. With prices falling, write-downs in the value of positions in these markets spiralled downwards. Uncertainty about which institutions held the riskiest CDO tranches contributed to financial institutions’ unwillingness to extend financing to their counterparties. To make matters even worse, buyers of CDOs had usually entered into credit default swaps (CDSs) with other financial institutions. CDSs were designed to insure their buyers against default on bonds, tranches or by institutions. As CDOs fell rapidly in value and financial institutions reeled, the large outstanding liabilities potentially facing the ‘sellers’ of CDSs and the uncertainty over how much insurance had been sold by which institutions contributed further to the spiral in valuations, balance sheet writedowns and the viability of financial institutions. Although most of the drama and many of the popular accounts of the crisis focused on Wall Street and its ‘blue-blood’ banking establishments, as time has passed the GFC came to be thought of as having two main parts. The first, which we have just described, was the initial liquidation of assets due to the trouble emanating from and engulfing the Wall Street banks. The second was what has come to be known as the eurozone crisis or the sovereign debt crisis. This second instalment of the GFC emanated from and engulfed the central banks of a number of European countries. That is, in ‘part two’ it was country or government debt, otherwise known as sovereign debt, that became ground zero as the crisis evolved. The eurozone crisis can be traced to late 2009, when the new Greek government announced that its deficit, understood by the world financial community to already be an astronomical 113.00 per cent of the country’s national income, was actually twice as large, or more than 220.00 per cent of the country’s gross domestic product. There was a very great possibility that Greece would fail to meet its obligations to investors in Greek sovereign debt (Greek government bonds). This immediately precipitated panic in the international bond markets. Eurozone crisis or sovereign debt crisis the economic and international financial crisis that followed the GFC, which saw multiple European governments seek bailouts from the European Central Bank (ECB) and other stronger European countries 33 vin22943_ch01_001-040.indd 33 01/09/19 09:18 PM Part 1 Financial institutions Like any market, investors need to have confidence that they will receive the cash flows they are entitled to and the issuer of the debt, whether it is a corporation or a government, will not default on its obligations. It looked like Greece might do just that. The panic in the international bond markets led to a collapse in bond prices and a spike in the cost of borrowing for governments suspected of being in a similar position to Greece, especially Ireland, Spain, Portugal and Italy. Government services and welfare programs became the victims of harsh austerity measures. As the government sector of these economies was curtailed, national incomes fell rapidly and other economic indicators deteriorated. The economic booms in these countries had been fuelled by money coming from banks in other European countries, particularly in northern Europe. These banks held trillions of dollars in Greek, Irish, Spanish and Italian debt, which were consequently trading at substantially lower prices. The trouble had spread north and west, like a virus. This had disastrous and far-reaching economic consequences. National incomes fell precipitously in the worst affected countries and unemployment soared. Most of the Eurozone, including relatively strong economies such as France and Germany, soon found itself amid an economic malaise that only gradually abated. A number of explanations for the GFC have been proposed. These include greed, irrationality, fraud, the inherent instability of capitalism, the disproportionate size of the financial sector compared to the manufacturing or ‘real’ sector of the economy, shadow banking, lax lending standards, deregulation and free-market policies, over-reliance on badly designed mathematical models for measuring risk, inappropriate incentive structures within financial institutions, ‘captured’ ratings agencies that were too lenient in rating mortgage debt, out-of-control financial innovation and misguided government or central bank policy. There are many different points of view and strong and convincing arguments can be made for each of the possible explanations for the GFC. Whatever role each of these factors might have played, the fundamental explanation for the GFC is quite straightforward. Throughout the early 2000s, central banks, particularly the US Federal Reserve, set interest rates at very low levels. This created a boom in consumption, housing and other asset prices driven by easy credit available throughout the economic system. In the absence of increasingly intense credit expansion, sooner or later the credit-driven boom had to come to an end. The larger and longer the boom, the more catastrophic must be the ensuing recession or depression. Despite the unique circumstances of each individual case, all economic crises can be traced to this same root cause. Following the onset of the crisis, governments and central banks around the world undertook unprecedented interventions in the financial and economic systems. In the USA, for example, the federal government arranged a $700 billion bailout plan and, as we have seen, even took ownership of some financial institutions. In Australia, the federal government implemented a guarantee on deposits with banks, building societies and credit unions to prevent ‘runs’ on these institutions by their customers. As the banking crisis gave way to concerns about economic growth, governments turned their attention to fiscal stimulus to encourage economic activity and prevent recession. In Australia, the government implemented two stimulus packages totalling more than $50 billion in late 2008 and early 2009. Various factors contributed to greater stability in Australia during the crisis and a mitigation of its effects on the real economy. However, the effects of the GFC continue to be felt in most parts of the developed world and, although Australia managed to navigate the crisis better than other countries, dealing with the legacy of the GFC will present a challenge for many years to come. Australia’s stock market in 2018 had yet to reach its pre-GFC highs set back in 2007. Many lessons might be learned from the GFC. A stable financial sector is vital to the health of the overall economy. Perceived mistakes by regulators, including allowing interest rates to remain at very low levels for long periods of time as well as perceptions that the crisis was caused by a financial sector that is out of control, have sparked calls for strong regulatory reforms. Innovative financial products and securities, such as CDOs and CDSs, present a challenge to regulators. New products do not always fall within the scope of existing regulations. The incentive arrangements and governance within financial institutions are also factors that attracted the attention of critics before, during and after the GFC. Regulations that limit compensation packages 34 vin22943_ch01_001-040.indd 34 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview With the GFC, it appears that there was a lack of understanding of who was ultimately holding risk and the impact on the markets if the ultimate risk holder failed. For example, CDOs simply moved the risk exposure from one party to another party. Everyone made money along the way, including the mortgage brokers, the banks, the credit rating agencies and the fund managers, but the risk was still in the financial system. The process of risk shifting was also often made easier by implicit or explicit guarantees given by governments, often with limited or no regulatory oversight. To ensure the soundness and stability of a financial system, governments establish legislation and regulatory authorities responsible for the prudential supervision of the financial system. The soundness and stability of the financial system and the role of financial regulation are issues that have acquired even more significance following the GFC. The GFC produced a number of regulatory and policy responses. Some of these were directed to the problem of managing the ensuing economic recession while others were directed at specific parts or activities of the financial system. The response of governments and their regulators to the GFC will be a topic of ongoing discussion for many years. Anyone who doubts that this will be the case need look no further than the recent intense focus on the role of central bankers’ responses to the collapse of the dot-com boom in 2000 in sowing the seeds for the GFC almost a decade later. The reduction of interest rates and their maintenance at very low levels following the dot-com collapse has been criticised for inflating values in the real estate market. The subsequent decline in real estate prices from these over-inflated levels is widely viewed as the proximate cause of the GFC. CHAPTER ONE REVIEW within the financial sector or realign incentive structures so they do not encourage large amounts of risk taking represent attractive options to those who are critical of perceived excesses within the financial sector. Finally, the way that risk is managed within financial institutions has emerged as a very prominent subject. Risk is intertwined and interrelated. The existence of one risk will change the dynamics of other risk exposures. It would be wishful thinking to believe that another crisis will not eventually strike the financial system. If that happens any time soon, there is no doubt that the US Federal Reserve’s years of ‘quantitative easing’ (credit easing), designed to encourage economic activity by pumping billions of dollars into the financial sector following the GFC, will be heavily scrutinised. Of course, if speculative banking practices once again lie at the heart of any such event, questions will be raised about whether the response of regulators to the GFC was strong enough or whether the bailouts of so many financial institutions, directly or indirectly, sent the wrong signals to market participants and sowed the seeds for another crisis. Extended learning B LEARNING OBJECTIVE 1.8 Appreciate the effects, consequences and relevance of the Asian financial crisis. The impact of the Asian financial crisis on the financial system This chapter has recognised the importance of a modern, efficient and stable financial system as a critical component of sustained economic and social growth. This fundamental principle applies to nation-states, geographic regions and, ultimately, the global economy. The proposition is aptly demonstrated by the so-called Asian financial crisis that became manifest from mid-1997. While the Asian financial crisis occurred some time ago, it is an excellent learning case study that attracted renewed interest in 2014 as weakness in some emerging markets started to exhibit some worrying parallels with the Asian crisis of the late 1990s. The crisis was more than a financial crisis; it extended into a major economic and social crisis as well. Nation-states and the global financial system are periodically adversely affected by financial crises, the most recent being the so-called sub-prime market crisis in the USA, which evolved into a global credit crisis. The 35 vin22943_ch01_001-040.indd 35 01/09/19 09:18 PM Part 1 Financial institutions interesting, but unfortunate, observation of financial crises is that they tend to repeat themselves over time. The lessons learned from one crisis are eventually thought to be irrelevant to the current market environment. This leads to an environment where a new crisis can grow. The reality is that the fundamentals of risk management don’t change. Managers and regulators need to understand risk and who is actually holding (or exposed to) risk. Within the context of the financial system, risk needs to be identified, measured and managed. Much has been written about the Asian financial crisis. Here, only a brief analysis and discussion of events is provided. After gaining some understanding of the complexity of the factors that precipitated the crisis, and of the inevitable flow-on effects that proceeded from it, students are advised to read papers published on the topic. These include various issues of the Reserve Bank of Australia’s RBA Bulletin, the Bank for International Settlements BIS 68th Annual Report (1998) (www.bis.org) and papers published by the Federal Reserve Bank of New York (www.ny.frb.org). The 1980s and early 1990s were a period of enormous economic growth and prosperity within what was often described as the ‘tiger’ countries of Asia, in particular Hong Kong, Singapore, Malaysia, Thailand, South Korea and Indonesia. However, the late 1990s saw the ‘bubble’ burst, and the region experienced severe economic, financial and social reversals. Prior to mid-1997, Thailand maintained a fixed exchange rate regime whereby the Thai baht was pegged to a basket of currencies, predominantly the US dollar, the Japanese yen and the German deutschmark. The currency came under sustained pressure and the central bank of Thailand was unable to continue to support the fixed exchange rate. On 2 July 1997, Thailand floated its currency, and this essentially became the trigger for the Asian currency crisis, as other fixed exchange rate regimes, including the Philippine peso, the Malaysian ringgit and the Indonesian rupiah, all fell victim to the foreign exchange market. The situation rapidly evolved into a financial and economic crisis, initially encompassing Thailand, Indonesia, the Philippines and Malaysia but eventually extending to Japan, South Korea, Russia and Brazil. The contagion effects of the ever-expanding crisis were not restricted to these countries. Other countries in the region—Singapore, Hong Kong, Australia and New Zealand—all experienced negative consequential effects of the crisis, as did the majority of global economies, including the USA. In order to understand the flow-on effects of the crisis, it is important to understand the relationships that exist between risks associated with foreign exchange, interest rates, liquidity, price, credit and capital. For example, there is a statistical relationship between interest rates and exchange rates. Normally, if an exchange rate depreciates significantly, domestic interest rates will rise. The rise in interest rates will affect the profitability of the business sector, and therefore stock prices will fall. If asset price inflation has also been evident, then asset prices would be expected to fall. The combined effect so far will cause a lack of confidence in the economy and a fall in business activity. Higher interest rates and lower economic activity will lead to businesses defaulting on credit, which will place pressure on the capital ratios of financial institutions. Also, as with the Asian crisis, a large portion of a country’s debt may be denominated in unhedged foreign currencies, and depreciation of the domestic currency will result in higher real interest and principal repayments. While this is happening, liquidity in the market disappears as financial institutions and investors withdraw. All these risk factors occurred with the Asian crisis. In its 1998 annual report, the Bank for International Settlements identified the following weaknesses that were common in the Asian crisis countries: Moral hazard the taking of excessive risk in the belief that losses will be diminished by regulation or insurance • • • Excessive bank credit was available, which encouraged over-investment in industrial capacity (in particular, office buildings and condominiums) and an asset price boom and bust. There was no recognition of the fragility of domestic financial systems because of historic monetary and exchange rate stability, coupled with an extended period of economic growth. As financial risks increased in the overheated economies, lending margins actually fell. Moral hazard risk existed in that there was an expectation that government would always support major financial institutions. Capital ratios were also relatively low. 36 vin22943_ch01_001-040.indd 36 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview There was a reliance on potentially volatile external finance, particularly short-term funding. Much of the external borrowing was not hedged against foreign exchange risk, as it was perceived that such risk did not exist in the fixed exchange rate regime. Enormous capital inflows were suddenly exposed to foreign exchange risk when currencies were floated. At the same time, external investor confidence dissipated and there were significant capital outflows, as indicated in Table 1B.1. Table 1B.1 Net private capital flows, Asia* (USD billions) 1994 1995 1996 1997 (1st half) 1997 (2nd half) 24 38 77 62 −108 * India, Indonesia, South Korea, Malaysia, the Philippines, Singapore, Taiwan and Thailand. SOURCE: Bank For International Settlements, BIS 68th Annual Report, Basel, June 1998, p. 133. Central banks in the region, in an effort to support their depreciating currencies and stem capital outflows, raised overnight interest rates significantly. The effects on interest rates, stock market prices and exchange rates are shown in Table 1B.2. CHAPTER ONE REVIEW • Table 1B.2 Interest rates and exchange rates during the crisis Interest rates— overnight rate peak Interest rates— three-month rate peak Stock market indices— falls between 1 January 1997 and 4 February 1998 Exchange rate depreciation*—low between July 1997 and March 1998 Hong Kong 100.0 25.0 −22.5% 0 Taiwan −11.5 −9.8 Indonesia 300.0 27.7 −76.9% −84.3 South Korea −27.2 25.0 −54.6% −54.6 Malaysia −50.0 −8.8 −65.3% −46.3 Philippines 102.6 85.0 Singapore −50.0 10.3 −46.9% −21.0 Thailand −27.4 26.0 −62.8% −55.0 n.a. n.a. −19.3 −41.8 * Percentage change in the US dollar/local currency exchange rate since July 1997. SOURCE: Bank For International Settlements, BIS 68th Annual Report, Basel, June 1998, p. 136. The global financial crisis that resulted from the Asian financial crisis caused regulators, government policy makers, academics and market participants to exercise their collective minds to reconsider issues of signals, cause, effect, regulation and financial system architecture. While changes in the structure, regulation and operation of the global financial system have occurred, and will continue to occur, history indicates that change is usually a very slow process. The lessons of the Asian financial crisis have prompted the Reserve Bank (RBA Bulletin, April 1998, p. 2) to identify a list of questions to ask about a country’s financial system if there is the likelihood of a currency crisis or a wider economic crisis. • • • Does the country have a fixed exchange rate and free movement of international capital? Is the exchange rate overvalued? Has a country with similar economic characteristics recently experienced a currency crisis? 37 vin22943_ch01_001-040.indd 37 01/09/19 09:18 PM Part 1 Financial institutions • • • • • • • • • Is there a large budget deficit and a lot of government debt outstanding? Is there loose monetary policy and high inflation? Is the domestic economy in, or at risk of, a recession? Is there a large current account deficit? Is there a large amount of foreign debt? Is there an asset price boom (especially credit driven) occurring? Are there a lot of bad debts in the banking system, or is there a poor system of bank supervision? Has there been a lot of unhedged foreign currency borrowing? Are there poor accounting standards, few disclosure requirements or ambiguous bankruptcy procedures? These 12 points form a strong starting point for financial crisis analysis. However, you should be aware that all of the factors will not always be evident, and that the existence of some factors does not by itself imply an imminent crisis situation. Also, as with past financial crises, each future crisis will have its own particular set of defining characteristics. Questions Essay questions Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points you raise in relation to each question. 1 The concepts of risk, reward, supply and demand underlie the complexity of financial instruments. How could we use these concepts, for example, to explain the rate of return expected by a shareholder in Telstra and the price at which Telstra shares change hands on the stock market? (LO 1.1) 2 Describe the flow of funds that characterises any financial system. (LO 1.1) 3 Explain why an investor should consider the time-pattern of cash flows and the variability of the cash flows associated with a multi-period investment, rather than simply assessing the investment on the basis of the total cash flows received. (LO 1.1) 4 Risk preferences shape the decisions that people and businesses make when under conditions characterised by risk and uncertainty. Outline the three ways in which economists categorise decision makers and explain how each type of decision maker will choose differently when confronted with a risky choice. (LO 1.2) 5 Identify and discuss three changes in the distribution of assets among the financial institutions that have occurred during the period of the global financial crisis and Australia’s recovery from it (2008 to 2018). The information required is presented in Table 1.1. (LO 1.2) 6 Financial instruments may be categorised as equity, debt or derivatives. Discuss each category. In your answer, make sure you explain the differences between debt, equity and derivatives. (LO 1.3) 7 During the GFC, the funding of longer-term assets with short-term borrowing was identified as a point of weakness in the operations of financial institutions. Discuss this statement with reference to the matching principle. (LO 1.4) 8 (a) What are the differences between primary market and secondary market financial transactions? (b) Why is the existence of well-developed secondary markets important to the functioning of the primary markets within the financial system? (LO 1.4) 38 vin22943_ch01_001-040.indd 38 01/09/19 09:18 PM Chapter 1 A modern financial system: an overview Explain the meaning of the terms ‘financial assets’, ‘financial instruments’ and ‘securities’. What is the difference between these terms? Give examples of financial instruments and securities. (LO 1.4) 10 Banks are the major providers of intermediated finance to the household and business sectors of an economy. In carrying out the intermediation process, banks perform a range of important functions. List these functions and discuss their importance for the financial system. (LO 1.4) 11 ‘The development of domestic capital markets is extremely important for economic growth as they provide the long-term funds necessary for productive investment.’ Discuss this statement using the equity market and the corporate debt market as examples. (LO 1.5) 12 Corporations often issue long-term debt instruments into the international capital markets to raise funds. Explain the relationship between the issue of paper into the international capital markets and the foreign exchange market and the derivatives market. (LO 1.5) 13 Discuss the sectorial flow of funds. In your answer, identify five sectors that are representative of the sectorial flow of funds. Why is an understanding of the sectorial flow of funds important for economic policy determination? (LO 1.6) Extended learning questions CHAPTER ONE REVIEW 9 14 The GFC has had a significant impact on the stability of international financial markets. Discuss the implications of the crisis for the ‘real economy’ and evaluate the regulatory responses that have been implemented in an attempt to stabilise the financial system. (LO 1.7) 15 The GFC is now thought of as having two parts or phases. Describe each part (or phase) and outline some of the measures that have been taken by governments and central banks in Australia, Europe and the USA in order to stem the effects of both phases of the crisis on their respective real economies. (LO 1.7) 16 The Asian financial crisis provided some valuable lessons about the global financial system. What are some of those lessons and why are they relevant for today’s emerging markets? (LO 1.8) KEY TERMS asset portfolio 7 default risk 17 finance companies and general financiers 9 asset transformation 18 deficit units 27 bills market 23 financial instruments 7 bonds 14 depository financial institutions 8 broker 16 derivative instrument 12 fiscal policy 28 capital markets 24 derivatives markets 26 flow of funds 7 commercial paper 23 direct finance 16 foreign exchange markets 25 compulsory superannuation 28 discount securities 23 forward contract 13 contractual savings institutions 9 dividend 11 futures contract 12 economies of scale 20 global financial crisis (GFC) 32 corporate debt markets 25 equity 11 government debt 25 credit rating 16 equity markets 24 hybrid security 11 credit risk transformation 19 euromarket instruments 25 inflation 8 crowding out 25 institutional investors 21 dealer 16 eurozone crisis or sovereign debt crisis 33 debt instruments 12 Federal Reserve 33 intermediated finance 17 financial system 7 interbank market 23 39 vin22943_ch01_001-040.indd 39 01/09/19 09:18 PM Part 1 Financial institutions International Monetary Fund 28 negotiable debt instrument 12 secondary market transaction 15 investment banks 8 negotiable certificate of deposit 23 liability management 19 option contract 13 secured debt 12 liquidation 11 securities 16 liquidity 7 ordinary share or common stock 11 liquidity transformation 19 overdraft facility 14 sub-prime mortgages 32 matching principle 14 portfolio structuring 8 surplus units 7 maturity transformation 19 primary market transaction 14 swap contract 13 monetary policy 8 rate of return 7 time-pattern of cash flows 7 money 14 retail market 20 unit trusts 9 money markets 21 return or yield 7 wholesale market 20 moral hazard 36 risk 7 World Bank 28 sectorial flow of funds 27 securitisation 10 40 vin22943_ch01_001-040.indd 40 01/09/19 09:18 PM CHAPTER 2 Commercial banks CHAPTER OUTLINE 2.1 The main activities of commercial banking 2.2 Sources of funds 2.3 Uses of funds 2.4 Off-balance-sheet business 2.5 Regulation and prudential supervision of commercial banks 2.6 A background to the capital adequacy standards 2.7 The Basel Accords: evolution from Basel I to Basel III 2.8 Liquidity management and other supervisory controls Learning objectives LO 2.1 Evaluate the functions and activities of commercial banks within the financial system. LO 2.2 Identify the main sources of funds of commercial banks, including current deposits, demand deposits, term deposits, negotiable certificates of deposit, bill acceptance liabilities, debt liabilities, foreign currency liabilities and loan capital. LO 2.3 Identify the main uses of funds by commercial banks, including personal and housing lending, commercial lending, lending to government and other bank assets. LO 2.4 Outline the nature and importance of banks’ off-balance-sheet business, including direct credit substitutes, trade- and performance-related items, commitments and market-rate-related contracts. LO 2.5 Consider the regulation and prudential supervision of banks. LO 2.6 Understand the background and application of Basel III. LO 2.7 Examine liquidity management and other supervisory controls applied by APRA in the context of Basel III. vin22943_ch02_041-086.indd 41 02/05/19 10:19 AM Part 1 Financial institutions Extended learning LO 2.8 Understand the standardised approach to credit risk and compute the capital requirements for particular transactions. LO 2.9 Analyse business continuity risk and construct an education and training framework for operational risk management for commercial banks. LO 2.10 Discuss the importance of corporate governance and ethics in the context of Australian financial institutions. CHAPTER SNAPSHOT Commercial banks take deposits and make loans. They also engage in billions of dollars of trades in instruments such as interest rate contracts and credit derivatives, much of which is recorded ‘off balance sheet’. The importance of commercial banks to the economic and financial system and the damage that can be caused by banking crises has prompted the Bank of International Settlements (BIS) to initiate a series of banking reforms known as the Basel Accords. The final version of ‘Basel III’ was released at the end of 2017. INTRODUCTION In order to operate as a commercial bank within most developed countries, an institution generally must obtain an authority from the prudential supervisor. A list of Authorised Deposit-taking Institutions (ADIs) operating in Australia—Australian-owned banks, foreign subsidiary banks, building societies, credit unions and branches of foreign banks—can be found on the website of the Australian Prudential Regulation Authority (www.apra.gov.au). There are four major commercial banks in Australia. Commercial banks control a significant proportion of the financial assets within the financial system. As we saw in Chapter 1, commercial banks hold more than 50.00 per cent of the total assets of financial institutions in Australia. Because of the absolute size of the commercial banks and their importance as the principal institutions in the flow of funds between savers and borrowers, it is important that we understand the functions and operations of commercial banks. Perhaps one of the most interesting aspects of the operation of commercial banks is their ability to ‘create’ money and liquidity. Commercial banks can lend out much more than they accept in the form of deposits. If a bank receives a deposit of $100, it might lend out $90, which in turn is deposited in another bank that lends out $81 and so on. The initial $100 deposit grows to a much larger amount. Historically, this activity was somewhat restricted by a reserve requirement imposed by the central bank. This was the case in Australia, as for many other countries. Most people probably assume that these requirements are still in place and that they are quite stringent, if not 100.00 per cent. In fact, the requirement for commercial banks to reserve some fraction of their deposits was removed in Australia in 1988. Banks are not required to keep any fraction of their deposit liabilities in reserve. This has played no small role in commercial banks amassing 50.00 per cent of the assets held by all financial institutions. The big question is whether they can, in fact, create money without limit. The answer, fortunately, is no. Banks face the requirement to keep a certain amount of capital, including deposits, on hand. These capital requirements have become much more stringent as regulators recognised the risks that unfettered lending can impose on the whole financial and economic system. 42 vin22943_ch02_041-086.indd 42 02/05/19 10:19 AM Chapter 2 Commercial banks Following a long phase of deregulation beginning in the 1980s, a review was undertaken during the 1990s to explore Australia’s experience with financial deregulation and identify areas for improvement. This review, called the Wallis Report, recommended the establishment of APRA, which was founded in 1998. Financial regulation in the 2000s has been dominated by the Basel III capital accords and their implementation following the GFC. Arguably, these capital requirements are much more effective than reserve requirements, even in jurisdictions where reserve requirements are still enforced. The Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry that was undertaken during 2018 added an additional layer of scrutiny to the governance and culture of financial institutions operating in Australia. REFLECTION POINTS • • • Commercial banks are the main type of financial institution that operates within a financial system. The regulatory environment is subject to change. The majority of developed economies began reducing banking regulations in the 1980s. Following the GFC, financial regulations have been strengthened. The process of regulatory reform is ongoing. 2.1 The main activities of commercial banking Commercial banks take deposits from customers and then invest those deposits by making loans to their customers. Although these two functions represent a large proportion of their activities, commercial banks’ activities are much more complex than this, in that they provide a full range of financial services. Commercial bank products and services include balance-sheet transactions and off-balance-sheet transactions. Briefly, balance-sheet transactions are assets (e.g. loans), liabilities (e.g. deposits) and shareholders’ funds (equity). Off-balance-sheet items are contingent liabilities; that is, they are transactions that do not appear on the balance sheet. In a highly competitive global market, banks must compete aggressively to obtain the funds necessary to provide loans and other products and services. For example, bank customers request loans from banks. The banks try to forecast future loan demand to ensure they have the funds available to meet the forecast loan demand. As the banks lend hundreds of millions of dollars in a short-term planning period, ensuring the availability of funds is a critical issue. To do this, the banks have moved from a practice known as asset management to the practice of liability management. In the highly regulated banking sector, asset management was the dominant practice. Because of regulation, banks restricted their loan activity (assets) to match the available amount of deposits they received from customers. It was not uncommon for a bank to run out of funds for lending by the end of the month. It was expected that customers would come back next month to try again to obtain a loan. Liability management developed with the removal of restrictive regulation. It is the normal practice today. Commercial banks now actively manage their sources of funds (liabilities) in order to ensure they have sufficient funds available to meet loan demand and other commitments. If loan demand is forecast to increase, banks enter the capital markets and borrow the necessary funds required to meet their forecast loan demand. Banks are no longer dependent on their deposit base for lending. They manage their liability base by borrowing directly from the domestic and international capital markets. As the major banks typically have high credit ratings, they are able to borrow substantial amounts, especially within the international capital markets. LEARNING OBJECTIVE 2.1 Evaluate the functions and activities of commercial banks within the financial system. Asset management a bank restricts growth in its lending to the level of funds available from its depositor base 43 vin22943_ch02_041-086.indd 43 02/05/19 10:19 AM Part 1 Financial institutions Off-balance-sheet business transactions that represent a contingent liability and therefore are not recorded on the balance sheet Banks also undertake a substantial volume of business that is not recorded as assets or liabilities on their balance sheets. This is referred to as off-balance-sheet business. For example, commercial banks have developed expertise in the provision of risk management products, using a range of over-the- counter and exchange-traded derivative instruments. They also provide products and services that assist their customers to carry out import and export business. REFLECTION POINTS • • • A core function of commercial banks is to gather savings from depositors and investors, and use those funds in the provision of loans to customers. Commercial banks also conduct off-balance-sheet business. These are contingent liabilities such as the promise to finance future trade transactions. Banks compete in the global capital markets to raise funds in addition to their depositor base. This is known as liability management, whereby a bank borrows sufficient funds (liabilities) direct from the capital markets to meet forecast loan demand. 2.2 LEARNING OBJECTIVE 2.2 Identify the main sources of funds of commercial banks, including current deposits, demand deposits, term deposits, negotiable certificates of deposit, bill acceptance liabilities, debt liabilities, foreign currency liabilities and loan capital. If the major part of a commercial bank’s business is the provision of loans to customers, then the first question must be: where does the bank obtain the funds that it lends? Sources of funds appear on a bank balance sheet either as liabilities that the bank will eventually repay or as equity funds provided by shareholders. In order to attract the savings of surplus entities, commercial banks offer a range of instruments with different terms to maturity, liquidity, rates of return and cash-flow attributes. The main sources of commercial bank funds considered in this section are: • • • • • • • • current account deposits call or demand deposits term deposits negotiable certificates of deposit bill acceptance liabilities debt liabilities foreign currency liabilities loan capital and shareholders’ equity. 2.2.1 Current account deposits liquid funds held in a cheque account; cheques drawn to purchase goods and services Sources of funds C URRENT ACCOUNT DEPOSITS One of the most liquid instruments offered by a bank is a current account deposit. These funds are held in a cheque account facility. Deposits in a cheque account provide liquidity in that they can be used directly in payment for goods and services. The current account holder is able to write an order on a cheque that instructs its bank to pay funds to the named payee. For example, a plumber may need to pay a plumbing supplier for copper pipe and fittings. The plumber may write a cheque for the amount due and give the cheque to the plumbing supplier. The plumbing supplier will lodge the cheque with its bank, which will then obtain the funds from the plumber’s bank. This financial settlement occurs through the payments system and is discussed in Chapter 12. Even though current account deposits are liquid funds, they also provide a stable source of funds for the banks. This stability occurs because current account deposits can be used to pay for goods 44 vin22943_ch02_041-086.indd 44 02/05/19 10:19 AM Chapter 2 Commercial banks and services. The dynamics of an economy means that individuals and businesses are continually conducting transactions for goods and services and therefore current account deposits are always being maintained for this purpose, thereby creating an ongoing funding source for the banks. A business cheque account is usually referred to as its operating account. An operating account is used by a business to pay periodic expenses as they fall due. (This is discussed further in Chapter 9.) A cheque account will generally pay interest on credit funds in the account. The level of interest paid is usually quite low and reflects the highly liquid nature of current account deposits. 2.2.2 C ALL OR DEMAND DEPOSITS Call deposits are held in accounts other than a cheque account where the funds are available on demand. These types of accounts are generally referred to as savings accounts. Call deposit account holders usually receive interest payments, but the return on funds invested is low. As with the current account, the low rate of return represents the highly liquid nature and low risk attached to this type of account. Banks typically charge transaction and account service fees on savings-type accounts. It may be argued that the lower rates of return plus the fee structures tend to discourage customers from maintaining excess funds in this type of account. Nevertheless, call or demand deposits have historically represented a stable source of funds for the banks. This stability derives from individuals’ collective desire to hold some funds in an account that can easily be used to meet forecast expenses and unexpected contingencies. 2.2.3 funds held in a savings account that can be withdrawn on demand T ERM DEPOSITS Term deposits are funds lodged in an account with a bank for a specified period of time. Such funds receive a fixed rate of interest for the period of the investment. The saver nominates the term to maturity at the time the funds are invested. Commercial banks typically offer term deposits that range from one month through to five years to maturity. Term deposits offer savers a higher rate of return than is available on current accounts or call deposits. The higher return compensates the saver for the loss of liquidity with this type of deposit; that is, the term deposit is fixed for the nominated period. Savers often use term deposits as an investment alternative for surplus funds that are not immediately required for consumption. The term deposit is a safe and stable investment that is particularly attractive to a conservative investor. Term deposits are popular in countries that have an ageing population. Often these investors seek secure investments that produce known income streams. History shows us that in times of volatility in the financial markets investors tend to revert to the safe haven of the bank term deposit. 2.2.4 Call deposits Term deposits funds lodged in an account for a predetermined period and at a specified fixed interest rate N EGOTIABLE CERTIFICATES OF DEPOSIT Another source of short-term funding used by banks is the negotiable certificate of deposit, referred to in the market as the CD. The CD is a certificate issued by a bank undertaking to pay to the bearer the face value of the CD at the specified maturity date. A CD is different from other forms of deposit in that a bank may issue a CD directly into the money market. The CD does not include any interest payments. It is sold by the issuing bank to an investor at a discount to the face value of the certificate. The CD is therefore known as a discount security. The term to maturity of CDs typically ranges up to 180 days. For example, if the face value of a 180-day to maturity CD is $100 000, the buyer may pay $96 755.38 to the issuing bank. On maturity of the CD, the holder of the certificate will receive $100 000 on presentation of the CD to the issuer bank. Had the original owner of the CD held it until maturity, such an investment would represent a dollar return of $3244.62, which is a yield of 6.80 per cent per annum. The structure and pricing of a CD is discussed further in Chapter 9. Negotiable certificate of deposit a discount security issued by a bank 45 vin22943_ch02_041-086.indd 45 02/05/19 10:19 AM Part 1 Financial institutions Negotiable security a financial instrument that can easily be sold into a deep and liquid secondary market Another feature of the CD that distinguishes it from other, more standard types of bank deposits is that it is a negotiable security. In the money markets there is a deep and liquid secondary market in CDs. The original purchaser of a CD may sell the CD in the secondary market to any other party, at any time up to the maturity date. The subsequent owner similarly may sell the CD. At the maturity date, it is the holder of the CD who receives the face value of the security from the issuing bank. The CD is a liquid instrument, but the liquidity does not directly affect the amount of funds available to the issuing bank because the CD is only repaid at maturity. Selling the CD during its term is simply a change of ownership. Another attribute of the CD is that the yield offered on new CDs can be adjusted quickly as the banks’ funding requirements change. CDs have become important in the liability management approach of banks. Effectively, the rate of return can be changed from one transaction to another. This flexibility is not as easily achieved on the more standard bank deposits. 2.2.5 Bill of exchange a short-term moneymarket discount security; face value repayable at maturity Acceptance a bank puts its name on a bill issued by a third party; bank accepts primary liability to repay the face value of the bill at maturity Debenture a form of security attached to a corporate bond; a fixed and/or floating charge over the assets of the issuer Unsecured note a corporate bond issued without any form of underlying security attached Collateralised floating charge security attached to a loan; if the borrower defaults, the lender will take possession of the borrower’s assets B ILL ACCEPTANCE LIABILITIES A business may seek to raise funds through the issue of a bill of exchange. A commercial bank may take two different roles in this type of funding arrangement. First, the bank may act as acceptor to the bill and, second, the bank may discount the bill. If a bank takes on the acceptance role, then the bill of exchange is said to be a bank-accepted bill. Bank bills are discussed in detail in Chapter 9; a brief description is provided here. A bill is a discount security; that is, it is issued today and sold at a price that is less than the face value. The bill does not pay interest. The face value of the bill is repayable at the maturity date. Therefore, the return to the holder is the difference between the price at which the bill is bought and the price at which it is sold before maturity, or the face value at maturity. A business that issues a bill will sell the bill at a discount to the face value. In order to encourage an investor to buy the bill, the issuer may ask a bank also to put its name on the bill. If a bank puts its name on the bill, the bank is said to be the acceptor. The acceptor, on behalf of the issuer, will repay the face value of the bill to the holder at maturity. By acting as the acceptor, the bank increases the creditworthiness of the bill. The bank will have a separate arrangement in place to ensure that it recovers the funds from the issuer on the maturity date. The bank charges a fee for this service. The bank may also agree to discount and buy the bill from the issuer. Rather than hold the bill to maturity, the bank is most likely to sell (re-discount) the bill immediately into the money market. In this situation the bank has incurred a liability on its balance sheet because of the acceptance commitment, that is, the agreement to repay the face value to the holder at maturity. By selling the bill into the money market, the bank has been able to arrange finance for its business customer without having to use its own funds. 2.2.6 D EBT LIABILITIES As part of their strategic management of liabilities, banks issue debt instruments into both the money markets and the capital markets. The principal domestic money-market instrument—the negotiable certificate of deposit (CD)—has been discussed above. However, the majority of banks’ assets are longer-term loans; therefore, banks must actively borrow in the capital markets in order to fund part of their lending. Medium- to long-term instruments issued by banks include debentures, unsecured notes and transferable certificates of deposit. Debentures and unsecured notes are bonds issued by corporations, including banks. Bonds pay a regular interest coupon to the holder, usually semi-annually or annually. The principal is repaid at the maturity date. The periodic interest payments may be a fixed interest rate, or based on a variable rate that may change from time to time. Debentures are bonds with a form of security attached. The security for a bank-issued debenture is usually a collateralised floating charge over the assets of the institution. An unsecured note is a bond with no security attached. 46 vin22943_ch02_041-086.indd 46 02/05/19 10:19 AM Chapter 2 Commercial banks Transferable certificates of deposit are long-term fixed-rate instruments typically issued with a minimum face value of $100 000 and with terms to maturity of three to five years. 2.2.7 F OREIGN CURRENCY LIABILITIES Deregulation of the financial system opened up enormous opportunities for commercial banks to expand their activities and fund their balance sheets from international sources of funds. For example, deregulation included the floating of the exchange rate of major currencies, the opening up of the foreign exchange markets and the removal of most restrictions on the flow of capital in the international markets. The large international capital markets are an important source of foreign currency liabilities for commercial banks. Banks find it easier to raise substantial amounts of debt in the international capital markets, often at a net lower cost, than in their traditional, transaction-based depositor base. For example, the major Australian banks (National Australia Bank, Westpac Banking Corporation, Commonwealth Bank and ANZ Banking Group) periodically issue debt instruments into the international capital markets to raise amounts ranging from $500 million to $1 billion. These funds may then be used over the next three to six months to fund the demand for loans from customers. Chapter 11 will offer a more detailed study of the types of debt issued into the international capital markets, in particular those issued into the euromarkets and the US markets. International debt issues are typically denominated in a foreign currency such as the US dollar, the yen, the pound sterling or the euro. The types of debt issued are essentially the same as those issued in the domestic markets and include discount securities (Chapter 9), medium-term notes, debentures and unsecured notes (Chapter 10). Globalisation means that the banks’ major corporate clients have become more internationalised. This has increased business demand for financial services denominated in the currencies of their commercial and financial transactions. That demand provides a further reason for the banks to seek foreign currency liabilities. 2.2.8 L OAN CAPITAL AND SHAREHOLDERS’ EQUITY Another source of funds, which has the characteristics of both debt and equity, is described as loan capital or hybrid securities. For example, a bank may issue subordinated notes. These instruments are subordinated, which means that the holder of the security will only be paid interest payments, or have the principal repaid, after the entitlements of all other creditors (but before ordinary shareholders) have been paid. Commercial banks are listed corporations; that is, the institution issues equity securities such as ordinary shares that are quoted on a stock exchange. Also, banks typically generate profits from their business activities. Some of the profits are paid to shareholders as dividends; some are kept as retained earnings, which increases shareholders’ funds. Equity is an important source of long-term funds for the commercial banks. In fact, banks are required by the bank regulator to hold minimum levels of equity (capital). Capital adequacy requirements for banks are discussed later in the chapter. Foreign currency liabilities debt instruments issued into the international capital markets that are denominated in another currency Euromarkets debt markets where instruments are issued into another country, but not denominated in the currency of that country Globalisation the integration of financial institutions, instruments and markets into an international financial system Loan capital sources of funds that have the characteristics of both debt and equity REFLECTION POINTS • • Commercial banks are highly leveraged organisations; that is, a large percentage of their funds is in the form of debt liabilities that must be repaid; the remainder is different types of equity. Current account deposits are liquid funds held in a cheque account; a cheque is a written instruction to the bank to pay the specified sum to the payee shown on the cheque. Businesses use cheque accounts as their operating accounts. continued 47 vin22943_ch02_041-086.indd 47 02/05/19 10:19 AM Part 1 Financial institutions continued • • • • • • • Call or demand deposits are liquid funds held in a savings-type account. They represent a stable source of funds for banks. They typically pay a low rate of interest, and account fees may be charged. Term deposits are savings lodged for a specified period of time that pay a fixed rate of interest. The higher interest rate compensates for the loss of liquidity. Negotiable certificates of deposit are short-term discount securities issued by a bank and sold into the money market. They are issued today with a face value payable at maturity, and no interest is paid. Bill acceptance liabilities are a commitment by a bank, on behalf of the bill issuer, to pay the face value of a bank-accepted bill to the bill holder at maturity. Debt liabilities are longer-term debt instruments issued directly into the local capital markets. They include interest-paying bonds such as debentures, unsecured notes and transferable certificates of deposit. Commercial banks issue foreign-currency-denominated debt securities into the international capital markets to raise foreign currency liabilities. Loan capital includes hybrid securities issued by a bank such as subordinated notes. The main type of equity issued is ordinary shares. Shareholder funds are an important source of longterm funding. 2.3 LEARNING OBJECTIVE 2.3 Identify the main uses of funds by commercial banks, including personal and housing lending, commercial lending, lending to government and other bank assets. Funds used by commercial banks appear as assets on their balance sheets. The majority of bank assets are financial assets that create an entitlement to future cash flows; for example, if a bank gives a customer a loan, then the amount outstanding on the loan will appear as an asset on the bank’s balance sheet. The bank is entitled to receive periodic interest payments plus repayment of the principal in accordance with the terms and conditions of the loan contract. A bank will also accumulate other assets, such as branch premises and electronic systems. In this section we categorise commercial bank assets into the following categories: • • • • personal and housing finance commercial lending lending to government other bank assets. 2.3.1 Housing finance the provision of longterm funds to enable the purchase of residential property Mortgage a form of security whereby a lender registers an interest over the title of a property Uses of funds P ERSONAL AND HOUSING FINANCE Banks are the principal providers of finance to individuals. The type and amount of bank lending to individuals will vary between banks, and often between countries, and will reflect the specific priorities of both lenders and borrowers. In Australia, for example, the largest form of bank lending is for owneroccupied housing. Other forms of personal finance include investment property finance, fixed-term loans, personal overdrafts and credit card finance. Housing finance, where the bank registers a mortgage over the property as security for the loan, is an attractive form of lending as the risk of default by the borrower is normally low. In theory, borrowers will always try and meet their housing loan commitments because if they don’t, the bank will take possession of the house and sell it to recover the amount owing. The sale of a house 48 vin22943_ch02_041-086.indd 48 02/05/19 10:19 AM Chapter 2 Commercial banks under these circumstances certainly will not be in the best interests of the borrower. However, these circumstances do not always hold. The GFC was precipitated by falling home values and increasing rates of default on home loans. When house prices fell below the value of their loans, homeowners, particularly in the USA, had weaker incentives to continue to meet their housing loan commitments. Instead, many borrowers simply walked away because at that time they could leave the liability with the bank. This had catastrophic effects for the value of mortgage securities and the financial system. Commercial banks have traditionally dominated the residential housing loan market. However, many new providers of housing finance have entered the market, significantly increasing competition. For example, insurance offices and superannuation funds now provide housing loan finance. Also, specialist providers of housing finance, referred to as mortgage originators, have grown in the deregulated financial market. Both mortgage originators and commercial banks often use the process of securitisation to finance their lending activities. Briefly, a lender may seek to obtain additional funds in order to provide new housing loans by selling existing housing loans. Securitisation can be described as the selling of a class of assets, such as housing loans, into a trust. The trustee, in order to raise funds to pay for the purchase of these housing loan assets, will issue new securities to investors. The securities issued by the trustee may be bonds that are secured by the housing loans held in the trust. Investors like the securities because, under normal circumstances, they are lower-risk assets. The trustee will use the interest and principal payments due from the housing loans held in the trust to pay interest and repay principal on the new securities issued. The term of a housing loan will vary quite considerably between countries. The major determinant of the term of housing loans in a country is the average cost of housing coupled with the level of interest rates. In countries where property prices are very high, the term of the housing loan will be longer. If this was not the case, individuals would not be able to afford to repay their loan commitments. For example, in Australia the average term of a housing loan is 30 years. Housing loan repayment schedules may also differ. A typical owner-occupied housing loan will require regular amortised loan instalments over the period of the loan. Each loan instalment with an amortised loan comprises an interest component and a part repayment of principal component. Banks offer housing loans with either a fixed interest rate or a variable interest rate. However, a fixed-rate loan will usually be reset every five years or less. The interest rate on variable-rate loans will move from time to time in accordance with changes in interest rates in the markets. Another significant form of housing finance is known as investment property finance. In this situation the bank provides funds to an individual investor who purchases a property for rental or leasing purposes. Again, the bank will take a registered mortgage over the property as security for the loan. Individuals borrow for a range of reasons, such as to purchase a car or travel overseas. In these circumstances, the bank may provide the borrower with a fixed-term loan. Typically, the term loan will have a term to maturity of up to five years. As with housing finance, interest rates may be fixed or variable. The bank will require some form of security, such as a guarantee, to support the loan. Housing (mortgage) finance and term loans are discussed further in Chapter 10. Banks provide personal overdraft facilities for individuals. The personal overdraft allows an individual to put a nominated account into debit from time to time up to an agreed limit. Often, individuals need to manage the mismatch in the timing of their cash flows and the personal overdraft allows them to pay expenses when they are due by putting the overdraft account into debit. The bank expects that the overdraft will be brought back into credit when the individual receives income. A more flexible alternative to a personal overdraft is a credit card facility. A credit card typically is used to conduct electronic transactions, such as using automatic teller machines (ATMs) or electronic funds transfer at point of sale (EFTPOS), by drawing on a predetermined credit limit provided by the card issuer. The bank as the credit provider will allow the card user to draw against a predetermined credit limit. Credit cards typically have high interest rates on used credit, and a range of transaction and other fees might also apply. Mortgage originators specialist mortgage lenders that typically refinance their lending through securitisation Amortised loan instalments regular and equal loan instalments that comprise the current interest payment due, plus part repayment of the loan principal outstanding Investment property finance funding that enables a borrower to purchase property to rent or lease to a third party Fixed-term loan a loan provided for a predetermined period; used to purchase specified goods or services Credit card a card facility that provides access to funds through electronic distribution systems: ATMs, EFTPOS 49 vin22943_ch02_041-086.indd 49 02/05/19 10:19 AM Part 1 Financial institutions 2.3.2 Reference interest rate a benchmark interest rate published daily and used for pricing variable-rate loans BBSW the average mid-point of banks’ bid and offer rates in the bank bill secondary market Overdraft an arrangement with a bank that allows a business to place its operating account into debit up to an agreed limit Commercial bills a bill of exchange issued direct to raise finance for a business; a discount security; may be sold into the money market Bank bills held bills that have been accepted and discounted by a bank and are held as a balance-sheet asset Rollover facility an arrangement whereby a bank agrees to discount new securities over a specified period as the existing securities mature Lease an arrangement in which the owner of an asset, the lessor, allows a lessee to use the asset in return for periodic lease payments C OMMERCIAL LENDING Commercial lending represents bank assets invested in the business sector plus lending to other financial institutions. Bank lending to business is essential if economic growth is to be achieved within a nationstate. Economic growth generates benefits such as increased production, higher levels of employment and better living standards within a country. In Chapter 1 we discussed the concept of direct finance and intermediated finance, and noted that only those corporations with a good credit rating are able to raise funds through direct finance. Therefore, in numeric terms, the majority of business borrowers do not have access to the direct finance markets. These firms raise funds by borrowing from financial intermediaries. Commercial banks are the principal lenders, particularly to small and medium-sized businesses. It is worth noting that larger corporations may still borrow from the commercial banks, but they are also able to borrow direct from the markets. The main type of loan provided by the banks to firms is the term loan. Typically, term loans are for maturities ranging from three to seven years. Business borrowers negotiate the terms and conditions of a loan with their bank. Conditions will include the period of the loan, the interest rate, security provided to support the loan, and the timing of interest payments and the repayment of principal. Commercial banks offer borrowers both short-term and long-term loans. Interest rates may be based on a fixed interest rate or a variable rate set to a specified reference interest rate. For example, in Australia a reference rate that is often used is the bank bill swap rate, or BBSW. The BBSW is the average mid-point of banks’ bid and offer rates in the secondary bill market and is calculated and published daily. International reference rates such as LIBOR and USCP are discussed in Chapter 11. Loan instalments may be required monthly and may include both interest and part repayment of principal outstanding. On the other hand, the borrower may be required to make only the interest payments, and the principal is repaid in one lump sum at the maturity date. Loan repayments may be deferred for a period before regular instalments commence. Term-loan financing is discussed in Chapter 10. Banks provide overdraft facilities to businesses. The main purpose of an overdraft is to enable a business to manage mismatches in the timing of its cash flows. Businesses typically need to pay out funds for expenses before they receive funds back from their business operations. An overdraft facility allows a business to place its operating account into debit up to an agreed amount. While offering flexibility to the business, it should be noted that an overdraft is repayable upon demand by the bank and therefore needs to be managed carefully. Of course, the bank charges fees and interest for this very flexible funding arrangement. The bank also expects that the firm will bring the overdraft back into credit as revenues are received by the business. Therefore, an overdraft will normally fluctuate between being in debit and being in credit. The discussion of overdraft facilities is extended in Chapter 9. Bills of exchange were discussed earlier in the chapter. Commercial bills are discount securities. We noted above that a bank may act as an acceptor to a bill issued by a client, and that the bank will often discount the bill (buy it at less than the face value). The bank will then generally sell the discounted bills into the money market, but if the bank decides to hold the bills as assets on its balance sheet, these are described as bank bills held. Commercial bills are normally drawn for terms ranging from 30 to 180 days. In order to extend the overall term of this type of short-term financing, a bank may provide a customer with a rollover facility. For example, if a business has issued 90-day bills with a two-year rollover facility, the customer is able to redraw new bills every 90 days for the next two years. When the new bills are drawn, the yield on the bills will change to reflect current rates in the market. This means the bills are re-priced every 90 days, thus protecting the bank from the risk that interest rates might change. The bank bills money market is deep and liquid. This allows banks the flexibility initially to provide funding to business borrowers by discounting bills, but with the option to sell those bills easily into the money market to generate more funds for further lending. Another important category of bank finance is leasing. A lease is an arrangement whereby the owner of an asset (the lessor) allows another party (the lessee) to use that asset subject to the terms and conditions of the lease contract. A bank, as lessor, will finance the purchase of an asset and will enter into a financial arrangement with the lessee whereby the lessee will make lease payments in return for 50 vin22943_ch02_041-086.indd 50 02/05/19 10:19 AM Chapter 2 Commercial banks the use of the asset. Essentially, the lessee is borrowing the asset rather than borrowing the funds to purchase the asset. Leasing is discussed further in Chapter 10. 2.3.3 L ENDING TO GOVERNMENT Governments generally borrow direct from the markets. Commercial banks lend to government directly by investing in government-issued securities, such as Treasury notes, Treasury bonds and other public sector securities. Banks may also provide some loans to government agencies in the form of term loans and overdraft facilities. Governments need to manage their short-term and longer-term cash flows. Short-term funds are required to meet regular commitments such as social security benefits and the salaries of government employees. Longer-term funding is required for capital expenditures such as building hospitals and water storage facilities. If the timing of taxation and other income receipts does not cover intra-year expenses, a government may issue short-term securities such as Treasury notes (T-notes) to raise the necessary short-term funds. Longer-term budget capital expenditures will be funded through the issue of Treasury bonds. Banks purchase a proportion of these securities issued by government. Government borrowing and debt instruments are discussed further in Chapter 12. Securities issued by governments are usually regarded as having a very low level of risk and therefore yield a low rate of return. Why do banks invest in government securities when they could obtain a higher return by giving more loans to other borrowers? There are a number of reasons. Government securities: • • • • • • • • are an investment alternative for surplus funds that a bank is holding are a source of liquidity as they can be easily sold in the secondary markets when funds are needed for further lending Treasury notes (T-notes) short-term discount securities issued by the government; face value payable at maturity Treasury bonds medium- to long-term securities issued by the government; pay regular half-yearly interest, principal repaid at maturity provide income streams and potential capital gains, whereas holding cash does not may be used as collateral to support the bank’s own borrowings in the direct finance markets may be used for a repurchase agreement with the central bank in order to raise cleared funds for payments system settlements (Chapter 12) improve the quality of the balance sheet by holding a group of assets (government paper) with lower-risk attributes enable a bank to manage the maturity structure of its balance sheet by purchasing securities with a range of maturities and cash flows allow a bank to manage its interest rate risk by buying or selling securities with different interest rate structures (fixed or variable interest rates). Therefore, lending to government, particularly through the purchase of government securities, provides a bank with the flexibility to actively manage its overall asset portfolio, while at the same time lowering the overall levels of risk in its asset portfolio. 2.3.4 O THER BANK ASSETS Bank lending is the core business of commercial banks and the largest allocation of their assets. However, banks accumulate a range of other assets, including receivables, shares in and loans to controlled entities, goodwill, property, plant and equipment and unrealised gains from their trading activities in derivative products. Banks are highly dependent on their information systems and product delivery systems. Therefore, they invest heavily in technology, property, plant and equipment. Nevertheless, there has been a shift away from the accumulation of physical assets, including a contraction of branch networks. The reduction in the branch networks has been offset by an increase in the use of electronic products and service delivery systems, such as phone and internet banking, ATMs and EFTPOS. Apart from direct branch closures, the divesting of physical assets has taken several other forms. For example, 51 vin22943_ch02_041-086.indd 51 02/05/19 10:19 AM Part 1 Financial institutions some banks have sold a proportion of their branch premises and entered into lease-back arrangements. Others have outsourced their computer centre operations to specialist providers. You can test your understanding of the sources and uses of funds by commercial banks by examining the balance sheet of a major bank. The notes to the accounts reveal the details of the various sources and uses of funds. Banks publish their financial statements on their websites; for example: • • • • Australia and New Zealand Bank Group Limited at www.anz.com.au Commonwealth Bank of Australia Limited at www.commbank.com.au National Australia Bank Limited at www.nab.com.au Westpac Banking Corporation at www.westpac.com.au REFLECTION POINTS • • • • • • • • • • • The major business of commercial banks is the provision of loans to customers. Personal finance includes housing loans, term loans and credit card facilities. Housing finance is the provision of loans to purchase residential property. As security, the bank will register a mortgage over the property. Loan repayments may be amortised; that is, each loan instalment includes both interest and principal repayments. A bank may securitise part of its loan portfolio; that is, sell a group of loans into a trust in order to raise additional funds for new lending. Commercial lending is loans provided to the business sector, including overdrafts, term loans and mortgage finance. Loans may have a fixed interest rate, or a variable interest rate based on a reference rate such as the BBSW. Businesses establish overdraft facilities that allow a firm to put its operating account into debit up to an agreed limit. This fluctuating facility allows a business to manage the timing of its cash flows. Banks are providers of lease finance, whereby the bank purchases an asset that is leased to a customer. Banks mainly lend to government by purchasing government securities. These securities allow banks to invest surplus funds and manage interest rate risk and maturity risk in the asset portfolio. Banks also accumulate other assets such as physical infrastructure, for example, branches, and electronic information and product delivery systems. 2.4 LEARNING OBJECTIVE 2.4 Outline the nature and importance of banks’ off-balancesheet business, including direct credit substitutes, trade- and performance-related items, commitments and market-rate-related contracts. Off-balance-sheet business The focus of the previous discussion has been on the balance sheet—specifically, the acquisition and uses of funds by the commercial banks. Such an emphasis understates the role of a modern bank. It was noted at the beginning of the chapter that banks undertake a substantial volume of business that, by its nature, is not recorded as an asset or liability on the balance sheet. Such off-balance-sheet transactions represent an important source of income for the banks, and are most important in the financial life of businesses and governments. The main types of off-balance-sheet business conducted by commercial banks can be divided into four major categories: • • • • direct credit substitutes trade- and performance-related items commitments foreign exchange contracts, interest rate contracts and other market-rate-related contracts. 52 vin22943_ch02_041-086.indd 52 02/05/19 10:19 AM Chapter 2 Commercial banks Direct credit substitutes and trade- and performance-related items generally involve the bank in supporting or guaranteeing the obligation of a client to a third party. Normally the bank will make a payment to that third party only if a specified event occurs. Commitments relate to a bank’s contractual obligations to customers that are yet to be completed. Finally, market-rate-related contracts involve the use of derivative products to manage financial risk exposures of the bank and its customers. The large commercial banks also provide a wide range of advisory services to business and government. These advisory services include risk management advice and portfolio restructuring advice. Much more detail is provided on these types of advisory services in Chapter 3, Section 3.1.2 (‘Off-balance-sheet business’). 2.4.1 D IRECT CREDIT SUBSTITUTES Direct credit substitutes are provided by a commercial bank to support a client’s financial obligations. In this situation, the bank does not provide the finance from its own balance sheet. The direct credit substitute effectively ensures that the client is able to raise funds direct from the markets. For example, the direct credit substitute may take the form of a stand-by letter of credit. This is an undertaking by a bank to make payment to a specified third party if the bank’s client fails to meet its financial obligation to that party. With the bank undertaking in place, the client is able to issue securities and raise funds directly in the markets, since the lender is assured that amounts due will be repaid by either the borrower or the bank that issued the letter of credit. Other examples of direct credit substitutes include guarantees, indemnities and letters of comfort issued by a bank that have the effect of guaranteeing the financial obligations of a client. For example, a bank’s client, when submitting tender documents for a major construction project, may need to provide, with the tender documents, a formal assurance that it has the financial capacity to complete the project. It would be expected that if the client wins the tender, the bank will provide finance for the project. 2.4.2 • an undertaking provided by a bank to support the financial obligations of a client T RADE- AND PERFORMANCE-RELATED ITEMS Trade- and performance-related items are also guarantees made by a bank on behalf of its client, but in this case they are made to support a client’s non-financial contractual obligations. The obligations may include trade-related undertakings or contractual agreements to provide goods or services. In these circumstances, the bank provides a guarantee on behalf of its client that it will make a payment to the third party subject to the terms of the specific commercial contract. Examples of trade- and performance-related items include: • Direct credit substitute Documentary letters of credit (DLCs). These are where a bank substitutes its credit standing for that of its client. The bank, on behalf of its client, will authorise payment to a named party against delivery by that party of a shipment of goods (evidenced in specified documents). For example, an exporter of goods will usually require the importer of the goods to arrange for its bank to provide a documentary letter of credit to the exporter’s bank. Once the imported goods arrive in the country, the associated documents are inspected and payment is made between the banks immediately. The DLC will be irrevocable; that is, it cannot be cancelled. Trade- and performance-related item an undertaking provided by a bank to a third party promising payment under the terms of a specified commercial contract Performance guarantees. These are where a bank agrees to provide financial compensation to a third party if a client does not complete the terms and conditions of a contract. For example, a client may be deemed to have failed to complete the terms of a contract if inferior components are used in a major computer system upgrade. 2.4.3 C OMMITMENTS Commitments involve a bank in an undertaking to advance funds to a client, to underwrite debt and equity issues or to purchase assets at some future date. Commitments the contractual financial obligations of a bank that are yet to be completed or delivered 53 vin22943_ch02_041-086.indd 53 02/05/19 10:19 AM Part 1 Financial institutions Examples of commitments include: • • • • • Outright forward purchase agreements. These are where a bank contracts to buy a specified asset, such as foreign currency, from its client at an agreed exchange rate on a specified date. Repurchase agreements. A bank sells assets, such as government securities, on the understanding that the bank will repurchase them at a specified date. Underwriting facilities. A bank guarantees a client that, subject to a range of conditions, it will cover any shortfall in funds received from a primary market issue of debt or equity securities. Loans approved but not yet drawn down. For example, a bank has agreed to provide a borrower with a loan at a future date upon completion of the loan documentation. Credit card limit approvals that have not been used by card holders. For example, a bank may authorise a credit card limit of $4000 for a client. If the client uses $1000 of the available credit, then that amount will appear on the balance sheet as an asset (loan), and the remaining $3000 credit remains as an off-balance-sheet commitment. 2.4.4 F OREIGN EXCHANGE CONTRACTS, INTEREST RATE CONTRACTS AND OTHER MARKET-RATE-RELATED CONTRACTS Market-rate-related contracts derivative products; allow management of exposures to interest rate, foreign exchange, equity and commodity price risks Hedging implementing strategies to protect against an identified risk exposure Foreign exchange, interest rate and other market-rate-related contracts principally involve the use of derivative products—that is, futures, options, swaps and forward contracts. These instruments are primarily designed to facilitate hedging against risk; for example, the effects of movements in exchange rates, interest rates, equity prices and commodity prices. Derivative contracts are also bought and sold by traders in an attempt to make profits from movements in contract prices. Details of each of these instruments and their use for risk management are provided in Parts 5 and 6. Examples of foreign exchange, interest rate and other market-rate-related contracts include: • • • • • • Forward exchange contracts. A bank contracts to buy or sell at a future date a specified amount of a foreign currency at an exchange rate that is set today. Currency swap. A bank exchanges a principal amount and ongoing associated interest payments that are denominated in a foreign currency. Forward rate agreements. A compensation agreement between a bank and client based on a notional principal amount. One party compensates the other party if interest rates move above or below an agreed interest rate. Interest rate futures contracts. These are exchange-traded agreements to buy or sell a specific security at a specific price at a predetermined future date. Interest rate options contracts. These provide the right, but not the obligation, to buy or sell a specified financial instrument at an agreed date and price. Equity contracts. These include futures and options contracts based on specified stock prices or stock indices. These contracts lock in the equity price today that will apply at a specified future date. 2.4.5 V OLUME OF OFF-BALANCE-SHEET BUSINESS There are two outstanding features of the banks’ off-balance-sheet business. The first is the magnitude of the notional face value of the off-balance-sheet contracts written by banks. This will vary between countries, but an examination of the volume of off-balance-sheet business within the Australian market gives a good indication of the size of the markets. In Australia, the face value of banks’ off-balance-sheet business as at December 2017 stood at $37 341 981 (million) while the total value of banks’ assets stood at $4 125 764 (million). That is, the 54 vin22943_ch02_041-086.indd 54 02/05/19 10:19 AM Chapter 2 Commercial banks notional value of off-balance-sheet business is nine times the value of total assets held by the banks. As described in Part 6, the notional value of many derivative products is significantly greater than the actual associated cash flows. Comparing the notional value of derivatives with the value of balancesheet assets does overstate the relationship. The second characteristic of the off-balance-sheet business is that it is mainly market-rate-related contracts. The notional values of the various types of off-balance-sheet business are shown in Table 2.1. Table 2.1 Bank off-balance-sheet business, Australia, as at December 2017 Off-balance-sheet business type Notional amount ($ millions) Direct credit substitutes 46 806 Trade- and performance-related items 66 945 Commitments 1 232 076 Interest rate contracts Foreign exchange contracts Credit derivatives Other 27 356 300 8 305 871 42 312 291 667 Total 37 341 981 SOURCE: © Australian Prudential Regulation Authority 2018 The nature and size of market-rate-related contracts, combined with the volatility and speed at which contracts are re-priced in the market, has resulted in a number of extraordinary losses being incurred by both financial institutions and their clients. The threat to the stability of domestic and global financial systems that may result from large losses in the derivatives markets has been the subject of much discussion by regulators and prudential supervisors. One high-profile example (which has since been depicted in the movie Rogue Trader) was the loss of $1.5 billion by the UK bank Baring Brothers plc. Speculation on price movements of derivative contracts on the Singapore and Osaka exchanges by one of its traders, Nick Leeson, brought about the loss, which resulted in the eventual failure of the bank. Of course, during the GFC a number of institutions, including Lehman Brothers and Bear Stearns, collapsed as the direct or indirect result of excessive trading in mortgage-related derivatives. In the end, it is the responsibility of each bank to ensure that it establishes and documents objectives, policies and procedures in relation to its use of derivative products. REFLECTION POINTS • • • • • Direct credit substitutes are provided by a bank to support a customer’s financial obligations to a third party (e.g. a letter of comfort written by the bank confirming that a customer has sufficient funding in place to proceed with a project). Trade- and performance-related items are guarantees given by a bank to support a customer’s obligations; for example, a bank will execute a documentary letter guaranteeing that it will pay for the importation of goods on behalf of its customer. Commitments are yet-to-be-completed financial agreements made by a bank to its customers (e.g. the approval to provide a loan in the future to purchase a house, or a credit limit on a credit card). Foreign exchange, interest rate and other market-rate-related contracts are typically derivative contracts, such as futures, forwards, options and swaps, used to manage risk exposures. The notional value of the off-balance-sheet business of banks is much greater than the value of balance-sheet assets. 55 vin22943_ch02_041-086.indd 55 02/05/19 10:19 AM Part 1 Financial institutions 2.5 LEARNING OBJECTIVE 2.5 Consider the regulation and prudential supervision of banks. Bank regulation constraints on banking activities through prescriptive legislation and prudential supervision Prudential supervision the imposition and monitoring of standards designed to ensure the soundness and stability of a financial system Regulation and prudential supervision of commercial banks We have highlighted the essential role that the financial system plays in facilitating financial transactions that enable economic growth and prosperity. Therefore, governments and regulators have sought to maintain the stability and soundness of the financial system in order to achieve both economic objectives and social outcomes. The GFC cast a spotlight on the issue of regulation. In particular, the leverage that characterised the financial system in the years before the crisis attracted much attention. Many of the major financial institutions in the USA held assets with a value more than 30 times larger than the banks’ underlying capital reserves. This leverage was supported by short-term financing and innovative capital instruments that evaporated during the crisis. Following the crisis, the primary regulatory response has been Basel III. We will discuss this in detail in this chapter. However, concerns about the regulation of financial institutions did not just stem from the crisis. In Australia, the housing finance provided by banks and the potential for a ‘housing bubble’ raised questions about lending practices, and reports of poor treatment of customers eventually resulted in the establishment in 2018 of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry. Evidence heard at the Royal Commission raised additional questions about Australia’s financial regulatory frameworks. The primary purpose of this section is to consider issues arising from bank regulation and prudential supervision. This will vary between countries, but it is interesting to note that the principles and functions of bank regulation and supervision have changed in similar ways and at a similar pace in all developed economies. Much of the theory of bank regulation and supervision is the same internationally; variations exist to a degree but mostly in the detail of the application. It may be argued that a banking sector regulatory and supervisory framework should: • • • • • ensure a regulatory framework that is able to adjust regulation to maintain the cost effectiveness of the financial system in a dynamic environment provide a focused and accountable structure that facilitates community expectations for consumer protection and financial safety provide efficient and effective regulation of multinational financial conglomerates establish consistent regulation and competitive neutrality across the financial system contribute to effective monitoring and review with the aim of establishing more contestable, efficient and fair financial markets. An area of concern for regulators is that of maintaining the soundness and stability of the financial system, and ensuring that savers have confidence in the institutions—in particular the commercial banks—as safe repositories for their funds. Bank regulation no longer relies (as it once did) on heavily prescribing the asset composition of a bank’s balance sheet. Rather, it now imposes guidelines that allow the banks a wide range of options in their lending decisions, but forces those banks that adopt higherrisk lending strategies to support their activities with higher amounts of capital or shareholders’ funds. Regulation directly influences the structure, scope and scale of financial institutions, instruments and markets. The institutional framework for regulation and supervision of a financial system varies between countries. In some countries, the central bank acts as the banking sector regulator and supervisor; in other countries, the central bank has responsibility for the stability of the financial system and the soundness of the payments system, while a separate authority has responsibility for the regulation and supervision of financial institutions. Generally, other authorities will be responsible for competition law, consumer protection and corporations legislation supervision. By way of example, Australia has implemented a regulatory structure with the following features. • Overall responsibility for the maintenance of financial system stability, and soundness of the payments system, is the responsibility of the central bank (Reserve Bank of Australia). 56 vin22943_ch02_041-086.indd 56 02/05/19 10:19 AM Chapter 2 Commercial banks • Prudential regulation and supervision of authorised deposit-taking institutions (i.e. commercial banks, building societies and credit unions), insurance offices, superannuation funds and friendly societies is the responsibility of the Australian Prudential Regulation Authority (APRA). • Regulation and supervision of market integrity and consumer protection, within the context of the Corporations Act 2001, is the responsibility of the Australian Securities and Investments Commission (ASIC). • Authorised deposittaking institutions financial institutions authorised by APRA to accept retail deposits in Australia Matters of competition policy (Competition and Consumer Act 2010) are the responsibility of the Australian Competition and Consumer Commission (ACCC). Within this context, the government has implemented a ‘four-pillars’ policy, which currently restricts mergers between the four major commercial banks in Australia. A basic principle of APRA’s approach to bank supervision is that the primary responsibility for a bank’s sound operation rests with the bank’s own management and board of directors. However, there are some aspects of banking operations where APRA is more intrusive and has implemented prudential guidelines and standards, such as with the imposition of minimum capital requirements. In the event of a threat to the stability of the financial system, the Reserve Bank is responsible for determining whether, and how, it might provide emergency liquidity support to the financial system. The Reserve Bank, however, does not regard its balance sheet as available to support the solvency of an individual financial institution that may experience financial difficulty. Ultimately, each commercial bank must rely on the strength of its own balance sheet. Nevertheless, some depositor protection may be provided by the government. Deposit insurance, in the form of a Financial Claims Scheme (FCS), was introduced in Australia in October 2008 during the GFC. Under the FCS, $250 000 per person per institution is covered. More details are available at www.apra.gov.au. REFLECTION POINTS • • • • • The important role of the financial system, in particular the commercial banks, in supporting economic growth means that each nation-state has established a regulator that sets prudential standards for the supervision of the banking sector. The GFC highlighted the importance of effective regulatory frameworks. The 2018 Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry highlighted other areas for concern. The regulator may be the central bank, a specialist supervisory authority or a combination of both. In Australia, the central bank is the Reserve Bank of Australia, while the authority responsible for financial institution supervision is APRA. The ACCC is responsible for competition and consumer protection and ASIC is responsible for the Corporations Act. Government guarantees may be provided for certain bank deposits. 2.6 A background to the capital adequacy standards According to APRA, capital is the cornerstone of a bank’s financial strength. This guides the most important prudential standard, ‘capital adequacy’. The balance sheet of a corporation, including a commercial bank, comprises a range of assets that are funded from liabilities and shareholders’ funds. Shareholders’ funds represent equity and may be referred to as capital. The main assets accumulated by commercial banks are its loans to customers. Typically, a percentage of borrowers will default on their loan repayments. Under normal circumstances, these loan losses are written off against profit in the LEARNING OBJECTIVE 2.6 Understand the background and application of Basel III. 57 vin22943_ch02_041-086.indd 57 02/05/19 10:19 AM Part 1 Financial institutions relevant accounting period. However, if loan losses increase above the level of profits, then the losses must be written off against capital. They cannot be written off against liabilities because the bank must still repay its liabilities when due. Capital has a number of important functions, including: • • • • G-10 Belgium, Canada, France, Germany, Italy, Japan, the Netherlands, Sweden, the UK and the USA Basel II capital accord the standard that defines the minimum capital adequacy requirement for a bank Basel III capital accord an enhanced set of capital, leverage and liquidity standards It is the source of equity funds for a corporation. It demonstrates shareholders’ commitment to the organisation. It enables growth in a business and is a source of future profits. It is necessary in order to write off periodic abnormal business losses. It is this last function of capital that is the basis upon which international capital adequacy standards for banks have evolved. Deregulation and globalisation of the international financial system, coupled with rapid advances in technology and the development of sophisticated financial products, created an environment in which there was the potential for instability or failure of the global financial system. Therefore, the governors of the central banks of the major industrialised countries, who meet monthly at the Bank for International Settlements (BIS) in Basel, Switzerland, established a new standing committee in 1974 which is now known as the Basel Committee on Banking Supervision. Currently, the committee’s members come from Argentina, Australia, Belgium, Brazil, Canada, China, France, Germany, Hong Kong SAR, India, Indonesia, Italy, Japan, Korea, Luxembourg, Mexico, the Netherlands, Russia, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, the United Kingdom and the USA. However, the committee originally comprised only the senior bank regulators of the G-10 group of countries, plus Luxembourg and Switzerland. Even in the early 1970s, the committee recognised the problems involved in regulating internationally diversified banks and recommended that such banks should be treated on a globally consolidated basis but should come primarily under the regulatory powers of the home country. The committee presented a paper to the governors of the central banks in which it expressed concern about the erosion of banks’ capital bases and recommended that these should be rebuilt. The committee continued to work on the adequacy of banks’ capital and on the development of a common minimum standard of capital adequacy that international banks should maintain. The overriding purpose of the committee’s work was to develop a framework that would maintain the soundness of the international financial system and that would, at the same time, allow individual banks to make their own portfolio choices and promote a greater competitive equality between banks in the international markets. The committee’s work culminated in a document, The International Convergence of Capital Measurement and Capital Standards (Basel Committee Publication No. 4, published in July 1988). These capital adequacy requirements, currently referred to as the Basel I capital accord, were adopted by most countries that have commercial banks operating in the global financial system. The 1988 Basel I capital accord applied a standardised approach to the measurement of the capital adequacy of banks. Basel I was successful in increasing the amount of capital held by banks and therefore created a strong foundation to support the stability of the global financial system. However, over time, it became apparent that Basel I did not fully account for the diversity, sophistication or innovation of the changing financial markets. The committee conducted a major review of the capital adequacy guidelines, which culminated in the Basel II capital accord guidelines. Basel II capital adequacy guidelines were adopted by bank regulators in most major industrial countries and implemented by commercial banks. In some countries, including Australia, other regulated financial institutions were also required to meet the Basel II capital adequacy requirements. In 2010, the Basel III capital accord guidelines were released. The goal of Basel III is to make financial institutions more resilient to the economic shocks that occur periodically within an economic system that is characterised by financial institutions that do not hold reserves that match their liabilities. Basel III initially proposed enhancements to the quantity and quality of banks’ capital reserves, liquidity ratios and leverage ratios. These have been reviewed over time. The Basel III bank capital framework was finalised in December 2017. 58 vin22943_ch02_041-086.indd 58 02/05/19 10:19 AM Chapter 2 Commercial banks REFLECTION POINTS • • • • An international capital adequacy standard for banks was developed to strengthen the global financial system. Banks need sufficient capital to expand their business and also periodically to write off abnormal losses. The Bank for International Settlements established a permanent committee, the Basel Committee on Banking Supervision, to develop capital standards. The Basel I accord was introduced in 1988 and strengthened by the Basel II capital accord. The Basel III capital accord introduced enhanced capital requirements following the GFC. It was finalised in December 2017. 2.7 The Basel accords: evolution from Basel I to Basel III Basel I developed a measure of capital adequacy that principally focused on the level of credit risk associated with a bank’s balance-sheet and off-balance-sheet business. Credit risk is the risk that counterparties to a transaction will default on their commitments. At the same time, bank supervisors did not wish to restrict the asset choices of banks or to stifle banks’ participation in off-balance-sheet business. An extension of the original guidelines introduced a capital requirement for market risk. Market risk is the exposure of an institution’s trading book to changes in interest rates and foreign currency exchange rates. Basel II was a major extension of Basel I and much more sensitive to different levels of risk that may exist within an institution and to the sophistication of modern risk management practice. The Basel II approach focused on: • • • • • • the credit risk associated with a bank’s balance-sheet and off-balance-sheet business the market risks associated with a bank’s trading activities the operational risk evident in a bank’s business operations the form and quality of capital held by a bank to support these exposures the risk identification, measurement and management processes adopted by banks transparency, through the accumulation and reporting of related information and data. LEARNING OBJECTIVE 2.6 Understand the background and application of Basel III. Credit risk the risk that an obligor will not make future interest payments or principal repayments when due Market risk the exposure of a bank’s trading book to changes in interest rates and exchange rates Basel III was primarily a response to the GFC but it has been revised and enhanced since then. The focus has remained on the capital adequacy of financial institutions. The main objective of Basel III is to increase bank liquidity and decrease bank leverage in order to support financial system stability. While the Basel capital accords are developed by the Bank for International Settlements, it is the responsibility of each country’s prudential regulator to implement the standards. We will look at the application of Basel III in Australia by APRA. You can view updates on implementation at www.apra.gov.au. 2.7.1 M INIMUM CAPITAL ADEQUACY REQUIREMENT The Basel accords require that the ratio of a bank’s capital to its risk-weighted assets be set at some minimum level. A bank’s capital, including equity and retained earnings, forms the numerator for the capital ratio. A bank’s assets, including loans, forms the denominator. The assets are multiplied by a risk factor or ‘weight’ to reflect their inherent riskiness. More risky assets attract a higher weight, which reduces the capital ratio and requires more capital to be set aside to ensure that the capital ratio reaches 59 vin22943_ch02_041-086.indd 59 02/05/19 10:19 AM Part 1 Financial institutions the desired level. Minimum capital adequacy requirements apply to commercial banks and any other institutions specified by a country’s prudential regulator. In addition to a minimum total capital ratio to be maintained at all times, banks are required to maintain a capital conservation buffer of 2.50 per cent. To act as a further safeguard, a counter-cyclical buffer of between 0 and 2.50 per cent was also introduced to be applied when credit growth is judged to have resulted in an undesirable increase in systemic risk. In Australia, APRA will determine the level of the counter-cyclical buffer and bring it into effect when it deems it necessary to do so. Immediately following the GFC, the focus of the capital adequacy requirements was on the amount and nature of capital that would form the basis for determining a bank’s capital ratio. A distinction was made between Tier 1 and Tier 2 capital to ensure that the capital that banks set aside to meet their capital adequacy requirements contributed to financial strength in a real and meaningful way. Subsequent revisions to Basel III focused on the other half of the capital adequacy ratio. That is, the way in which a bank’s risk-weighted assets should be calculated to avoid weaknesses in the financial system emerging from dubious or inconsistent assumptions that banks might apply in developing their own internal risk models. 2.7.2 Common Equity Tier 1 capital highest quality; core capital for capital adequacy purposes Tier 2 capital additional capital that contributes to a bank’s financial strength T HE DEFINITION OF CAPITAL Capital, within the context of Basel III, is measured in two tiers: Tier 1 and Tier 2. Common Equity Tier 1 capital, or CET1, consists of the highest quality capital: common shares, retained earnings and other reserves as set down by Australian Prudential Standard APS 111. APRA is phasing in a requirement that banks in Australia have a Common Equity Tier 1 capital (CET1) ratio of at least 10.50 per cent. Tier 2 capital is additional capital that contributes to a bank’s financial strength. Australian Prudential Standard APS 111 sets down the characteristics that an instrument must have to qualify as Tier 2 capital. Tier 2 capital includes subordinated debt and general loan-loss reserves. 2.7.3 B ASEL III STRUCTURAL FRAMEWORK The Basel III capital accord framework is based on three integrated pillars: • • • Pillar 1: capital adequacy requirements, risk coverage and leverage ratios Pillar 2: risk management and supervision Pillar 3: the market discipline, incorporating disclosure and transparency requirements. In the final version of Basel III, as mentioned previously, special focus was given to the methods that banks use to compute their risk-weighted assets (the denominator in the capital adequacy ratio). The mathematical models that banks use to compute the likelihood that they will suffer losses of varying magnitudes have been scrutinised very closely. Basel III, in its final version, not only ensures that banks set aside capital of appropriate quality but also ensures that the models used to compute the risk that the bank bears in carrying a particular asset are calibrated correctly. Extended learning A works through an example of the calculations involved. Pillar 1 incorporates components of credit risk, operational risk and market risk within the Basel III framework Pillar 1: Credit risk component Pillar 1 incorporates three risk components: credit risk, operational risk and market risk. Credit risk relates to the underlying counterparty to a balance-sheet asset or an off-balance-sheet transaction. It is the risk that a counterparty is unable to meet its obligations. A bank’s risk-based capital ratio is the ratio of capital to risk-weighted assets. A bank’s assets include cash, loans and securities. The value of an asset is weighted by multiplying it by the appropriate risk weight. The safer the asset, the lower the risk weighting. 60 vin22943_ch02_041-086.indd 60 02/05/19 10:19 AM Chapter 2 Commercial banks How does a bank determine the risk weights to be applied to different types of assets? Basel III provides three alternative ways for a bank to measure credit risk: 1 the standardised approach (SA) 2 the foundation internal ratings-based approach (FIRB) 3 the advanced internal ratings-based approach (AIRB) Globally, most banks use the standardised approach for credit risk. The standardised approach to credit risk requires banks to assign each balance-sheet asset and off-balance-sheet item a risk weight that is based on an external rating published by an approved credit rating agency, or is a fixed weight specified by the prudential supervisor. This means that banks do not use their own internal models. Off-balance-sheet exposures that give rise to credit risk are first converted into so-called balance-sheet equivalents according to specified credit conversion factors prior to allocating the relevant risk weight. With regard to market-related off-balance-sheet transactions, a bank has the choice of two methods for determining the credit conversion factor: the current exposure method or the original exposure method. The current exposure method (mark-to-market) is the sum of the current credit exposure and the potential future credit exposure of a contract. The current credit exposure is defined as the sum of the positive mark-to-market value (or replacement cost) of a contract. The potential future credit exposure is determined by multiplying the notional principal amount by the relevant credit conversion factor. Each of these market-related off-balance-sheet transaction methods has its own set of credit conversion factors. The original exposure method applies a different set of credit conversion factors to the notional value of the contract. Larger commercial banks, under certain conditions, can use the internal ratings-based approach to credit risk. These banks have the information systems and expertise that enable a more sophisticated approach to the measurement and management of risk. In some cases, the bank’s estimate of the riskweighting to be applied to certain assets may be better informed than a risk-weighting determined by a prudential supervisor. However, there are obvious incentives for a bank to understate the riskiness of a particular asset. As such, Basel III places constraints on the use of internal models. There are two internal ratings-based approaches available: 1 the foundation internal ratings-based approach (FIRB) 2 the advanced internal ratings-based approach (AIRB). Under the FIRB approach, a bank must provide its own estimates of probability of default and effective maturity, but must rely on supervisory estimates for other credit risk components, including the loss given default estimates and exposure at default estimates. Under the AIRB approach, a bank must provide its own estimates of all of the credit risk components. Basel III removes the option for using AIRB to estimate the risk exposures to financial institutions. In addition, no internal models can be used at all to compute the risk for equity exposures. In Australia, APRA has decided to distinguish between authorised deposit-taking institutions that use internal models and those that use the standardised approach. In the transition to full Basel III implementation, those banks that use internal models will be required to meet a stricter capital requirement than those banks that use a standardised approach. Those banks that are using internal models to assess their credit risk will be required to meet a capital requirement that is approximately 1.00 per cent (100 basis points) higher than banks that use the standardised approach. This is an indication of the additional scrutiny that has been directed to internal risk models since the GFC and which is reflected in the final version of Basel III. Pillar 1: Operational risk component In recent years, banks have gained a greater understanding and awareness of operational risks that may result in the loss of business functions. The reality of disaster was particularly evident following the terrorist attacks in New York on 11 September 2001. The US financial system was severely tested as financial institutions and markets closed and struggled to recover their critical business Standardised approach to credit risk provides risk weights to be applied to balancesheet assets and offbalance-sheet items to calculate minimum capital requirement Current exposure method off-balance-sheet capital calculation based on the current and potential credit exposures’ mark-to-market Original exposure method off-balance-sheet capital calculation based on the notional contract value multiplied by a credit conversion factor Mark-to-market the revaluation of a contract based on its current quoted price on an exchange Internal ratings-based approach to credit risk for capital calculations a bank may use some or all of its own risk measurement model factors; supervisor approval required Operational risks exposures that may impact on the normal day-to-day business functions of an organisation 61 vin22943_ch02_041-086.indd 61 02/05/19 10:19 AM Part 1 Financial institutions operations. The direct and consequential operational and financial losses associated with that disaster were significant. The Bank for International Settlements categorises operational risk as: • • • • • • internal and external fraud employment practices and workplace safety clients, products and business practices damage to physical assets business disruption and system failures execution, delivery and process management. The categorisation of operational risk is very wide ranging and indicates that all aspects of an organisation’s day-to-day business activities are exposed to operational risk. The Australian prudential supervisor, APRA, defines operational risk as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, but excludes strategic and reputational risks. The rapid advance in technology, together with globalisation of the international financial system, has increased the time sensitivity of banks to operational risk. For example, a bank’s derivatives transactions, foreign exchange trading and payments system settlements are clear examples of critical business functions that are time sensitive within very short time-frames. The loss by a bank of its critical business operations due to a disaster may severely challenge its operational and financial survival. For example, such disasters may include the loss of computer or communication systems, or severe damage from fire or earthquake. Further, operational risk contagion is an extended risk to which a country’s financial system is exposed. It is possible that contagion effects may result in instability within the global financial system. Principally, the management of operational risk requires the development and maintenance of defined strategies that will enable a bank to recover its functionality and resume critical business operations within predetermined time frames. There are three overarching objectives of operational risk management: 1 Operational objectives. These are associated with the impact on a bank of the loss of business function integrity and capability. 2 Financial impact objectives. These relate to direct losses incurred as a result of an operational risk exposure, the cost of recovering normal business operations and consequential financial losses due to reduced business effectiveness. 3 Regulatory objectives. These derive from prudential standards established by bank supervisors. Business continuity management maintenance of strategies to ensure the continuance of critical business functions It might be argued that the prevailing risk management regime within a bank will ensure that exposures to operational risk are identified and managed through a structured decision process. However, it became apparent to bank regulators that theoretical drivers of risk management were often impeded by operational and financial imperatives that limited the development of risk management objectives, policies and practices. For example, failures within a bank’s operational risk management process may result from a lack of understanding of this risk by the board of directors and executive management, inadequate budget allocations, poor risk management leadership and procedures, and weak or non-existent education and training programs. It is within this context that the Basel Committee on Banking Supervision incorporated an operational risk component into Pillar 1 of the capital accords. The first, and most important, requirement is that commercial banks establish and maintain a comprehensive risk management framework for operational risk. It must be clearly understood that the provision of additional capital in the capital accord will not protect a bank from operational risk. The capital will only support the survival of the institution and the stability of the financial system after an event has occurred. Business continuity management, or disaster risk management, is a significant component of operational risk management. At the end of this chapter, Extended learning B provides a business 62 vin22943_ch02_041-086.indd 62 02/05/19 10:19 AM Chapter 2 Commercial banks continuity risk management structure consisting of a disaster recovery planning process and a disaster recovery response process, and applies these processes to an education and training framework for commercial banks. This is essential reading for those responsible for the management of business continuity risk. Basel III requires banks to hold additional capital to support their exposure to operational risk. The final version of Basel III simplified the process of calculating the amount of operational risk capital that a bank would be required to set aside by setting down a single standardised measurement approach. Under this approach, a bank’s required operational risk capital is determined by the product of a ‘business indicator’ (BI) factor and an internal loss multiplier (ILM). APRA’s Prudential Standards APS 114 and 115 will be revised in line with Basel III’s new approach to operational risk. The calculation of operational risk capital under the new standardised approach is relatively simple. The BI is a measure of income that increases with the size of the bank. The ILM is inferred from the bank’s own history of losses. In its 2018 discussion paper on the revisions to the capital frameworks, APRA presents an example that explains the calculation. The Basel III framework identifies ranges of bank income: (1) up to $1 billion; (2) between $1 billion and $30 billion; and (3) greater than $30 billion, along with coefficients of 12.00, 15.00 and 18.00 per cent, respectively. For example, if a bank’s business indicator is $5 billion, then its BI factor would be $1 billion multiplied by 0.12 plus $4 billion multiplied by 0.15, or $720 million. This BI factor is then multiplied by the ILM, which will either increase or decrease the amount of capital required depending on the bank’s record of losses. Basel III allows prudential supervisors some discretion in applying the specifics of the standardised approach to calculating operational risk capital. APRA, if it decides, can disregard the ILM component. In this case, the operational risk capital that a bank in Australia must set aside will be equal to its business indicator. An important thing to note about the BI is that it increases non-linearly as the size of the financial institution increases. This reflects the belief that operational risk not only increases with the scale of the financial institution, but that it does so more than linearly. Larger banks will be required to set aside more operational risk capital than smaller banks. Pillar 1: Market risk component Market risk is the third component of Pillar 1 and is defined as the risk of losses resulting from movements in market prices. Commercial banks that operate in the foreign exchange, interest rate, equity or commodities markets may be exposed to potentially large swings in market prices and significant consequential losses. Potential losses may arise from general market price movements and, in the case of interest rate and equity instruments, from price movements specific to particular issuers. An institution is required to divide its assets into either its banking book or its trading book. A commercial bank must hold market risk capital against interest rate risks and equity risks arising from positions held in its trading book. Also, market risk capital must be held against credit derivatives in the bank’s trading book, as well as against all foreign exchange and commodity risks. Market risk is split into two components: general market risk and specific market risk. General market risk relates to changes in the overall market for interest rates, equities, foreign exchange and commodities. Specific market risk is the risk that the value of a security will change as a result of issuerspecific factors, such as a change in the creditworthiness of the issuer. This is relevant only to interest rate and equity positions. It is the responsibility of the board of directors to ensure that an institution has documented a trading book policy statement. The institution must ensure that it has in place adequate systems to identify, measure and manage market risk. Institutions have had a choice of two approaches to calculate their market risk capital requirements: the internal model approach and the standardised approach. Basel III, and APRA’s interpretation of it, place restrictions on the use of internal models. This step has been taken to ensure that the methods used to compute risk exposures yield approximately the same results for comparable banks. When banks are permitted to use their own tailored models, the risk exposure calculations can vary considerably from bank to bank, even though the business characteristics are very similar. General market risk for capital adequacy purposes; changes in the overall market for interest rates, equities, foreign exchange and commodities Specific market risk the risk that the value of a security will change due to issuer-specific factors 63 vin22943_ch02_041-086.indd 63 02/05/19 10:19 AM Part 1 Financial institutions Value at risk (VaR) a statistical probability model that measures financial risk exposures based on historic observations The models that are used to measure risk exposure produce a measure of the value at risk (VaR) from all market risks over a period of 10 trading days. To determine the amount of capital required, the measure of VaR is multiplied by a factor set by the prudential supervisor. The factor will range from 3 to 5 according to the regulator’s view of the strength and reliability of the internal VaR model. Added to this will be a plus factor of up to 1, depending on the ex-post performance of the model in back-testing. Value-at-risk models (VaR) VaR models endeavour to estimate maximum potential gains or losses that may be incurred on a portfolio based on a specified probability over a fixed time period. APRA requires the VaR model to include historical data observations for a minimum of one year. In times of high market volatility, APRA may also require the banks to calculate VaR over a shorter time period to take account of the increased risk associated with the volatility. The model data sets must be updated at least monthly. The regulator requires a model to apply a 99.00 per cent confidence level over a 10-day holding period. This assumption implies that, on average, trading losses from market-related contracts will exceed the VaR estimate only once in every 100 trading days. However, VaR is calculated using historic observations and therefore is not necessarily an accurate estimate of future losses, especially if an extreme event occurs that impacts upon the financial markets. The VaR model recognises the detailed structure of the balance-sheet and off-balance-sheet items and—given specific assumptions on prices, values and volatility—determines a VaR estimate. The sophistication of a VaR model used by an institution will vary, depending on the structure of its balance-sheet and off-balance-sheet items, the risk management needs of the institution, the theoretical and technical skills of its risk managers and the availability of computer hardware and software. Simple VaR models: Basis points interest rates; 100 basis points equal 1.00 per cent • • • estimate the sensitivity of portfolio components to small changes in prices; for example, a 1 basis point change in interest rates assume that market price movements follow a certain statistical distribution, usually a normal or log-normal distribution enable inferences to be drawn about potential losses with a given degree of statistical confidence; for example, a 99.00 per cent probability of a certain dollar amount loss. More complex VaR models: • • • recognise correlations between different portfolio components; that is, the model allows for market price changes that move together or offset each other account for the effects of portfolio diversification consider the liquidity of different portfolio instruments; that is, the ease or ability of an institution to liquidate (sell) securities or close out an open risk position. VaR represents an important tool available to risk managers and boards of directors for the estimation of potential exposures to market-rate-related risks. However, VaR models are constrained by some theoretical and statistical limitations; they: • • • • • are based on a limited set of historical data which may not be a correct reflection of future data assume liquidity in all markets; that is, the ability of an institution to trade all components of its portfolio. This will not always be the case, particularly in times of financial stress assume that all instruments can be liquidated in one day. This is not possible. Contractual constraints also mean that some items cannot be liquidated do not include excessive intra-day price volatility; that is, unusually large short-term exchange rate or interest rate movements assume a normal distribution, when data indicate that in some markets prices may be volatile and a normal distribution is not always evident. 64 vin22943_ch02_041-086.indd 64 02/05/19 10:19 AM Chapter 2 Commercial banks These limitations were on full display during the GFC. The historical data on which VaR models were based simply did not include a housing market crisis of the proportions that precipitated the GFC. A number of financial institutions significantly underestimated the amount of potential losses that they could suffer and, in some cases, reported relatively low levels of potential losses just days before being forced into bankruptcy. Because of these limitations, and as part of good risk management practice, banks should back-test their VaR model estimates against actual outcomes. The model should be applied to a range of scenario analysis situations, and particularly must be ‘stress tested’ for extreme market conditions. Following the GFC, stress testing of financial institutions and their models attracted much attention. APRA introduced a ‘stressed Value at Risk requirement’ that came into effect in January 2012. Among other things, the stressed VaR must address illiquidity, price gapping, concentrated positions, one-way markets, non-linear products, deep out-of-the-money positions and other risks that may not be captured by VaR, including implied correlations and skew risk. For more information see APRA’s APS 116, especially Attachment C (www.apra.gov.au). Perhaps one of the defining features of Basel III is the ‘output floor’ that limits the discrepancy that can emerge between a bank’s internal models and the standardised approaches to measuring market risk. This places a limit on the incentives that exist for banks to develop models that understate market risk. Pillar 2: Risk management and supervision The supervisory review process forms the second pillar of Basel III. The Basel Committee on Banking Supervision advises that the supervisory review process is intended to: 1 ensure that banks have sufficient capital to support all the risk exposures in their business 2 encourage banks to develop and use improved risk management policies and practices in identifying, measuring and managing risk exposures. Banks have a responsibility to ensure that they hold adequate capital to support the overall risks of the organisation beyond the core minimum requirements determined in Pillar 1. A bank’s supervisors are expected to evaluate how well the bank is actually assessing its capital needs relative to its level of risk. Under Basel III, particular emphasis is placed on the interest rate risk in the banking book (IRRBB). Basel III expands the calculations that banks must perform while placing some restrictions on the internal models that banks can use to estimate their IRRBB. APRA’s interpretation of this aspect of Basel III is found in Prudential Standard APS 117. The supervisory review process establishes a forum for dialogue between commercial banks and their supervisors. Supervisors are expected to intervene when capital assessment by a bank is seen as inadequate for its risk profile. While capital adequacy is a key foundation in the support of sound risk management, it should not be seen as the sole determinant. Pillar 2 encourages additional good risk management practice, such as: • • • • Interest rate risk in the banking book (IRRBB) the risk to earnings and capital arising from movements in interest rates developing risk management policies and procedures, including education and training (e.g. see Extended learning A) applying internal responsibilities, delegations and exposure limits increasing provisions and reserves strengthening internal control and reporting procedures. Therefore, the Pillar 2 supervisory review process seeks to encourage banks to better understand and account for: • • • risks that are not fully captured in Pillar 1, such as credit concentration risk; for example, lending large amounts to a single borrower, industry or within a limited geographic region those factors that are not taken into account by Pillar 1, such as interest rate risk in the banking book, business risk and strategic risk factors external to the bank, such as the effects of a changing business cycle. 65 vin22943_ch02_041-086.indd 65 02/05/19 10:19 AM Part 1 Financial institutions An essential component of the Pillar 2 supervisory review process is the assessment, by the supervisor, of compliance by the banks with the minimum standards and disclosure requirements attached to the capital accord. Supervisors are responsible for ensuring that these requirements are being met. In order to establish an international benchmark for the application of Pillar 2, the Basel Committee on Banking Supervision has identified four key principles of supervisory review. Principle 1 states: ‘Banks should have a process for assessing their overall capital adequacy in relation to their risk profile and a strategy for maintaining their capital levels.’ The five main features of a rigorous process are identified as: 1 board and senior management oversight 2 sound capital assessment 3 comprehensive assessment of risks 4 monitoring and reporting 5 internal control and review. Principle 2 states: ‘Supervisors should review and evaluate banks’ internal capital adequacy assessments and strategies, as well as their ability to monitor and ensure their compliance with regulatory capital ratios. Supervisors should take appropriate supervisory action if they are not satisfied with the result of this process.’ To achieve these outcomes, supervisors would be expected to be involved with, or require: • • • • • on-site examinations and inspections off-site reviews discussions with bank management reviews of work done by external auditors periodic reporting. Principle 3 states: ‘Supervisors should expect banks to operate above the minimum regulatory capital ratios and should have the ability to require banks to hold capital in excess of the minimum.’ Reasons why commercial banks should be required to maintain a capital buffer include: • • • • • • Pillar 1 requirements represent only a minimum level of capital. Banks will require additional capital in order to achieve business growth. International banks will require a higher level of capital to enhance their credit ratings. Fluctuations in capital requirements will occur as the dynamic business environment changes. Obtaining additional capital on short notice is generally more costly. Failure of a bank to maintain the minimum capital requirement may trigger legislative or supervisory corrective action. A bank may be exposed to specific risks that are not taken into account in Pillar 1, such as a large exposure to a specific industry sector. Principle 4 states: ‘Supervisors should seek to intervene at an early stage to prevent capital falling below the minimum levels required to support the risk characteristics of a particular bank and should require rapid remedial action if capital is not maintained or restored.’ These actions may include: • • • • intensifying the monitoring of the bank restricting the payment of dividends requiring the bank to prepare and implement a satisfactory capital adequacy restoration plan requiring the bank to raise additional capital immediately. Pillar 3: Market discipline Market disclosure forms the third pillar of Basel III. The purpose of Pillar 3 is to encourage market discipline by developing a set of disclosure requirements that allow market participants to assess important information relating to the capital adequacy of an institution. 66 vin22943_ch02_041-086.indd 66 02/05/19 10:19 AM Chapter 2 Commercial banks The Basel Committee on Banking Supervision states that such disclosures have particular relevance under the capital accord because banks are given greater discretion in assessing their capital requirements through the use of internal methodologies and models. The key word associated with Pillar 3 is transparency, whereby the objective is to make banks’ risk exposure, risk management and capital adequacy positions more transparent, or apparent, such that market discipline can reinforce the regulatory process. For example, market discipline may be reflected in a rise or fall in an institution’s share price if its risk profile is perceived to have changed. It is to be expected that institutions will provide the prudential supervisor with all material relevant to risk exposures, risk management and capital adequacy. Each nation-state supervisor will determine what information is released for public consumption. Clearly, the general release of all information would raise concerns relating to the maintenance of stability and confidence in the financial system, as well as raise issues relating to proprietary and confidential information. Prudential supervisors will determine the minimum disclosure requirements for institutions within their jurisdiction. They will also determine the frequency of various reporting requirements. The Basel Committee on Banking Supervision recommends that a range of qualitative and quantitative disclosure reports be prepared that relate to the principal parts of Pillar 1 and Pillar 2. Within the context of the Basel III capital accord, these will include reports on: • • • • • • • • • • the scope of the application of the capital accord within an organisation the capital structure of the institution the methodologies, approaches and assessment of capital adequacy by the institution the determination of all aspects of credit risk exposures the application of credit risk mitigation the determination of equity risk within the banking book the impact of securitisation of assets the determination of market risk exposures the measurement of operational risk the assessment of interest rate risk within the banking book (IRRBB). 2.7.4 B ASEL III AND BANK LIQUIDITY In addition to the ‘three pillars’, Basel III sets down some liquidity standards. APRA has described these two standards as the centrepiece of Basel III. The first is a liquidity coverage ratio (LCR) that aims to ensure that financial institutions hold high quality liquid assets in sufficient volume to sustain them for a period of one month during a period of ‘acute stress’. The second is a net stable funding ratio (NSFR) that aims to foster longer-term stability by requiring financial institutions to fund their activities with stable sources of funding. The LCR is supposed to ensure that banks have a ‘buffer’ that will help them to withstand a period of acute financial stress for a period of one month. The LCR is the ratio between a financial institution’s high quality liquid assets (HQLA) and net cash outflows over a 30-day (one month) period. Banks are required to maintain a LCR of at least 100.00 per cent. HQLA may be classified as Level 1 (highest quality) and Level 2 (lower quality). A bank’s total HQLA must be at least 60.00 per cent of Level 1 (HQLA1). HQLA1 assets must, according to APRA, be unencumbered, easily converted to cash with little or no loss of value during times of market stress and be eligible for repurchase agreements with the RBA. According to APRA, the assets that will be suitable for classification as HQLA1 are cash, deposits with the RBA and marketable securities representing claims guaranteed by sovereigns, quasi-sovereigns, central banks and multilateral development banks that have undoubted liquidity during periods of stress and are assigned a zero risk weight under Basel III’s standardised approach to credit risk. HQLA2 assets, which cannot exceed 40.00 per cent of a bank’s total HQLA holdings, may comprise marketable securities representing claims on or by sovereigns, quasi-sovereigns, central banks 67 vin22943_ch02_041-086.indd 67 02/05/19 10:19 AM Part 1 Financial institutions and multilateral development banks, which are assigned a 20.00 per cent risk weight under the Basel III standardised approach, and corporate bonds issued by corporations with a credit rating of at least AA–. In effect, banks must maintain holdings of HQLA that match or exceed total net cash outflows for a period of 30 days under stressful market conditions. These quantitative requirements are complemented by several qualitative prudential requirements. Primarily, liquidity risk management is identified as the responsibility of the board of a financial institution. The board is responsible for setting the institution’s risk tolerance levels and clearly articulating this information. The board must also approve a formal funding strategy. These measures are designed to improve board oversight of liquidity risk management. APRA’s existing APS 210 prudential standards, to which we turn our attention next, incorporate these Basel III enhancements of good practice and governance. REFLECTION POINTS • • • • • • • • • • • • • Banks must maintain a minimum risk-based capital ratio. The Basel III capital accord comprises three integrated pillars: — Pillar 1: the capital adequacy minimum requirements, risk coverage and leverage — Pillar 2: the supervisory review of capital adequacy — Pillar 3: the market discipline, incorporating disclosure and transparency requirements. Pillar 1 is divided into three components: credit risk, operational risk and market risk. Either a standardised approach or a more advanced approach can be used to measure risk. The credit risk standardised approach requires a bank to assign each balance-sheet asset and off-balance-sheet item a risk weight. The risk weight is either based on an external credit rating or is a fixed weight specified by the bank supervisor. Off-balance-sheet items are converted to balance-sheet equivalents before applying a credit risk weight. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or external events (e.g. the failure of the computer system, employee fraud or a major fire). Basel III requires banks to hold additional capital to support their exposure to operational risk. The standardised approach to operational risk set down in Basel III simplifies the process of calculating the operational risk capital that a bank must set aside. Under Basel III, this is a function of a business indicator (BI) and internal loss multiplier (ILM). A bank is required to hold market risk capital against its trading book. Market risk is split into general market risk and specific market risk. Commercial banks have typically used an internal value-at-risk (VaR) model to measure their market risk requirement. Basel III places restrictions on the use of internal models. VaR models estimate potential gains or losses that may be incurred on a portfolio over a 10-day holding period, based on a 99.00 per cent confidence level. Pillar 2 establishes dialogue between banks and their supervisors. It also encourages good risk management practices for those risks not covered in Pillar 1. Pillar 3 aims to make banks’ risk exposure, risk management and capital adequacy positions more transparent such that market discipline can reinforce the regulatory process. Four key principles of supervisory review have been developed relating to the monitoring of a bank’s risk management processes and minimum capital levels. Basel III also introduced stricter capital requirements and enhanced liquidity requirements, including the liquidity coverage ratio (LCR) and net stable funding ratio (NSFR). 68 vin22943_ch02_041-086.indd 68 02/05/19 10:19 AM Chapter 2 Commercial banks 2.8 Liquidity management and other supervisory controls Banks, in common with all organisations, must manage their day-to-day liquidity needs, such as paying creditors and employees. Liquidity is access to funds that enable an institution to meet its business operating commitments. For example, if a bank approves a loan to a customer, it needs to be able to provide those funds at settlement date. Should a depositor wish to withdraw funds from a demand account, the bank must be able to make those funds available. Basel III introduced two new liquidity standards to ensure that financial institutions do not find themselves short of funds. First, financial institutions must hold high quality liquid assets in sufficient volume to sustain them for one month during a period of ‘acute stress’ and, second, financial institutions will be expected to fund their activities with stable sources of funding. These reforms are warranted, given the liquidity problems to which the banking business is prone. The nature of a bank’s business means that banks have special liquidity problems that they must manage. The first problem relates to the mismatch in the terms to maturity of balance-sheet assets and liabilities and the timing of associated cash flows. The majority of banks’ sources of funds are relatively short term. For example, the longest term to maturity of a bank deposit product is typically five years. On the other hand, banks provide housing loans to their customers with a term to maturity in excess of 30 years. Banks must manage the fact that their sources of funds (liabilities) often need to be repaid sooner than their loan assets; therefore, they have a liquidity risk exposure that has to be managed. Both of the new liquidity standards aim to address this and related problems. The second liquidity problem relates to the role of banks in the payments system. This is discussed in Chapter 12, but it should be noted that banks need to have funds available for financial settlement of the millions of financial transactions carried out by their customers each day. Value settlement of these transactions occurs through the payments system. In order to obtain liquidity, a bank must hold sufficient cash or have access to sources of liquidity. Cash holdings do not provide a return on funds, therefore there is no incentive for a bank to hold excess cash. A bank will invest surplus cash in securities that it will hold in its securities portfolio. The securities held in the portfolio will provide a return on investment, but at the same time they can easily be sold into the secondary markets to convert into cash as needed. For example, a bank may hold a portfolio of government securities. There is an active secondary market in which these securities can be sold immediately, if required, to access cash for liquidity purposes. Liquid securities include cash, government securities, semi-government securities and moneymarket securities. Another liquidity contingency arrangement would be the provision of a stand-by credit facility by an international bank. In this situation, the international bank must be able to provide immediate liquidity support, subject to the stand-by credit facility terms and conditions. In Australia, APRA applies a liquidity prudential standard, APS 210 Liquidity. Under APS 210, the board of directors and management of a bank must implement and maintain a liquidity management strategy that will ensure that the institution will be able to meet its operational liquidity demands as they fall due. The liquidity management strategy must be reviewed at least annually, and a bank must immediately inform the supervisor of any concerns about current or future liquidity. APRA will review the adequacy and appropriateness of the liquidity management strategy. APRA states that a liquidity management strategy must include the following elements: • • • • • LEARNING OBJECTIVE 2.7 Examine liquidity management and other supervisory controls applied by APRA in the context of Basel III. Securities portfolio financial securities held by an institution for investment and trading purposes Liquidity management strategy an organisation’s objectives, policies and procedures as they relate to cash flows and liquidity a liquidity management policy statement approved by the board of directors a system for measuring, assessing and reporting liquidity procedures for managing liquidity relevant to balance-sheet and off-balance-sheet activities on a group basis clearly defined managerial responsibilities and controls a formal contingency plan for dealing with a potential liquidity crisis. Contingency plan a set of predetermined strategies to be implemented if a designated event occurs 69 vin22943_ch02_041-086.indd 69 02/05/19 10:19 AM Part 1 Financial institutions Prudential Standard APS 210 requires an institution’s liquidity management strategy to include regular scenario analysis of domestic and foreign currency liquidity under a range of operating conditions. The liquidity standard places great emphasis on a bank’s own internal management practices for managing liquidity. Banks are able to adopt a range of strategies to manage liquidity, including: • • • • • • • • setting limits on maturity mismatches between assets and liabilities holding high quality liquid assets that can easily be sold to relieve unexpected liquidity pressures diversifying liability sources to maintain a stable funding base access to wholesale markets through the issue of money-market securities, or establishing stand-by credit facilities access to foreign currency markets for liquidity, particularly to meet foreign-currency-denominated liquidity commitments intra-group liquidity, whereby liquidity surpluses and shortfalls are identified, and any regulatory or legal impediments are addressed use of assets through sales, repurchase agreements and securitisation to provide liquidity industry liquidity support arrangements through the provision of stand-by liquidity between banking institutions. 2.8.1 O THER REGULATORY AND SUPERVISORY CONTROLS Even though the operation of the financial system is often described as being deregulated, this description is really only relative to previous periods. The capital adequacy and liquidity management requirements of banks are supervised by the bank regulator, and there is a range of other regulatory and supervisory controls with which banks must comply. The following are some of the controls placed on Australian banks, many of which are similar to those applied in other countries. • • • • • Risk management systems certification. A bank is required to provide APRA with an annual attestation from the chief executive officer, endorsed by the board of directors (or relevant senior officer outside Australia in the case of foreign bank branches), of the efficacy of the bank’s risk management systems. The chief executive officer and the board will attest that risks have been identified, that systems have been designed to manage those risks and that those systems are working effectively. Business continuity management. The board and senior management of a bank must ensure that appropriate policies and procedures are in place to identify, measure and manage business continuity risk. In particular, a bank must develop, implement and maintain a business continuity plan that documents procedures and information that will enable the bank to respond to disruptions and recover critical business functions (see also Extended learning A). Audit (external auditors, on-site visits). APRA requires a commercial bank’s external auditor to inform it of the reliability of statistical data provided to APRA, and of compliance with regulatory and prudential requirements. In addition, each year external auditors are required to review a particular area of a bank’s operation that is specified by APRA. They are required to provide APRA with an analysis of the strengths and weaknesses of the risk management systems employed by the bank. APRA also conducts a program of on-site visits to banks, focusing on bank systems used to measure and manage risk. The Reserve Bank may also participate in the on-site visits. Disclosure and transparency. As discussed above in the context of Basel III, bank supervisors expect banks to improve the quality of publicly disclosed information. This assists market participants to exercise their own disciplines on banks as a complement to supervision. For example, banks are encouraged to upgrade information on asset quality and off-balance-sheet business, particularly derivatives activities. Large exposures. Banks are required to report, for the consolidated group, exposures of greater than 10.00 per cent of the group’s capital base to an individual client or client group. Further capital 70 vin22943_ch02_041-086.indd 70 02/05/19 10:19 AM Chapter 2 Commercial banks requirements may be imposed on banks with such large exposures, due to the potentially increased counterparty credit risk. • Foreign currency exposures. APRA requires banks to report their overnight foreign exchange positions, and may establish currency exposure limits for individual banks. • Subsidiaries. A further prudential requirement is the establishment of transparency between banking group subsidiaries such as funds management and securitisation entities. A bank must make a clear disclosure that such investments do not represent deposit or other liabilities of the parent bank. Any commitment of a subsidiary that creates recourse to the bank will require appropriate capital support. • Ownership and control. The Financial Sector (Shareholdings) Act 1998 provides that an individual, entity or group is not permitted to have an aggregate interest of 15.00 per cent or more of the nominal value of the voting shares of an institution. An exemption may be sought from the Treasurer of the Commonwealth of Australia. The ultimate responsibility for the sound and prudent operation of a commercial bank rests with the board of directors. The board should comprise at least five directors who should be fit and proper persons, capable of exercising independent judgment and widely representative of shareholders. The chairperson and a majority of directors should be non-executive board members. The board also should have regard to its responsibilities to depositors. Scrutiny of the effectiveness of the boards of financial institutions in Australia was heightened during the 2018 Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry. Many commentators saw this as a warning to directors to ensure that they perform their function effectively. Non-executive board members board members who are not part of the management of a corporation or its subsidiaries REFLECTION POINTS • • • • • Liquidity risk is a major risk exposure of commercial banks. Banks need to have access to funds to meet day-to-day commitments, such as repayment of deposits and loan settlements. Banks hold liquid assets, such as money-market instruments, in their securities portfolio for this purpose. These assets are easily sold in the secondary markets to raise cash as needed. Bank supervisors require banks to maintain a liquidity management strategy, including access to contingency liquidity in an extreme situation. The bank supervisor imposes a range of other prudential requirements on banks, including risk management certification, business continuity management, external audits, on-site visits, limits on large credit and foreign currency exposures, subsidiary business operations and ownership and control restrictions. CASE STUDY BASEL III REFORMS The Basel Committee on Banking Supervision (BCBS) has agreed to a schedule for Basel III that involves gradual implementation over the next decade. The Australian Prudential Regulation Authority (APRA) has reaffirmed its expectation that ADIs will comply more quickly with the required capital ratios and expects that compliance will be achieved by January 2020. This reflects a general perception that transitioning to Basel III will be relatively smooth in Australia. This may not be the experience in other parts of the world. In May 2018, the president of the association of German public banks stated in an annual press conference that the impact of the Basel III reforms on the calculation of capital ratios will be to drag the German system back to 2015 levels. He also adds that the regulatory efforts will prove to be in vain, like an act of Sisyphus who pushes a boulder up the mountain, only to see it roll down again. 71 vin22943_ch02_041-086.indd 71 02/05/19 10:19 AM Part 1 Financial institutions In May 2018, The Financial Times reported that the CFO of Commerzbank of Germany, in talking about Basel III, suggested that ‘the devil is in the detail’ and that the rule changes are difficult to quantify. French lender Société Générale says it can assess the impact of some but not all of the new rules while Dutch bank ABN Amro states that its capital requirements might jump by more than one-third due to changes in definitions and measurement methodology as well as stricter requirements. Changes to the methodology applied to risk measurement and the acceptability of various assets that can be used to meet capital requirements have real impacts on financial institutions. In some countries, the adjustment process to Basel III may be tumultuous. References Bippart, G 2017, ‘Banks breathe a little sigh of relief as Basel III is completed’, Euromoney, 11 December, viewed 15 October 2018, http://euromoney.com Gorajek, A & Turner, G 2010, ‘Australian Bank Capital and the Regulatory Framework’, RBA Bulletin, September 2010. PricewaterhouseCoopers 2017, ‘Basel III Reforms (‘Basel IV’) Capital Floors’, viewed at http://www .PricewaterhouseCoopers.com.au Samuels, S 2018, ‘Confusion over Basel bank capital requirements fails us all’, Financial Times, 22 February, viewed at http://www.ft.com Wittkowski, B 2018, ‘Basel IV throws German banking sector back by two years—VOeB’s president’, 25 May 2018. Discussion points • • • Outline the positives for the Australian banking system in light of the Basel III reforms. Describe the concerns regarding Basel III from the perspective of the German banking system. What is the role of APRA in guiding the implementation of the Basel III reforms? Master before you move on LEARNING OBJECTIVE 2.1 Evaluate the functions and activities of commercial banks within the financial system. • • • Commercial banks are the largest group of financial institutions within a financial system and therefore they are very important in facilitating the flow of funds between savers and borrowers. The core business of banks is often described as the gathering of savings (deposits) in order to provide loans for investment. The traditional image of banks as passive receivers of deposits through which they fund their various loans and other investments has changed since deregulation. For example, banks provide a wide range of off-balance-sheet transactions. LEARNING OBJECTIVE 2.2 Identify the main sources of funds of commercial banks, including current deposits, demand deposits, term deposits, negotiable certificates of deposit, bill acceptance liabilities, debt liabilities, foreign currency liabilities and loan capital. 72 vin22943_ch02_041-086.indd 72 02/05/19 10:19 AM Chapter 2 Commercial banks Banks now actively manage their sources of funds (liabilities). They offer a diversity of products with different return, risk, liquidity and cash-flow attributes to attract new and diversified funding sources. Sources of funds include current deposits, call or demand deposits, term deposits, negotiable certificates of deposit, bill acceptance liabilities, debt liabilities, foreign currency liabilities, loan capital and shareholder equity. LEARNING OBJECTIVE 2.3 Identify the main uses of funds by commercial banks, including personal and housing lending, commercial lending, lending to government and other bank assets. • • • • • • • Commercial banks now apply a liability management approach to funding growth in their balance sheets. Under this approach, a bank will (1) encourage depositors to lodge savings with the bank, and (2) borrow in the domestic and international money markets and capital markets to obtain sufficient funds to meet forecast loan demand. The use of funds is represented as assets on a bank’s balance sheet. CHAPTER TWO REVIEW • • • Bank lending is categorised as personal and housing lending, commercial lending and lending to government. Personal finance is provided to individuals and includes housing loans, investment property loans, fixed-term loans, personal overdrafts and credit card finance. Banks invest in the business sector by granting commercial loans. Commercial loan assets include overdraft facilities, commercial bills held, term loans and lease finance. While banks may lend some funds directly to government, their main claim is through the purchase of government securities such as Treasury notes and Treasury bonds. LEARNING OBJECTIVE 2.4 Outline the nature and importance of banks’ off-balance-sheet business, including direct credit substitutes, trade- and performance-related items, commitments and market-rate-related contracts. • • • • Viewing banks only in terms of their assets and liabilities greatly underestimates their role in the financial system. Banks also conduct significant off-balance-sheet business. The national value of off-balance-sheet business is over four times the value of the accumulated assets of the banking sector. Off-balance-sheet business is categorised as direct credit substitutes, trade- and performance-related items, commitments, and foreign exchange, interest rate and other market-rate-related contracts. Over 94.00 per cent of banks’ off-balance-sheet business is in market-rate-related contracts such as foreign exchange and interest-rate-based futures, forwards, options and swap contracts. LEARNING OBJECTIVE 2.5 Consider the regulation and prudential supervision of banks. • • • One of the main influences of change in the banking sector has been the regulatory environment within which banks operate. Commercial banks are now said to operate in a deregulated market. Relative to previous regulatory periods, this is a reasonable description; however, there still remains quite a degree of regulation that affects participants in the financial markets, including the banks. Each nation-state is responsible for the regulation and supervision of its own financial system. In particular, central banks and prudential supervisors are responsible for the maintenance of financial system stability and the soundness of the payments system. 73 vin22943_ch02_041-086.indd 73 02/05/19 10:19 AM Part 1 Financial institutions LEARNING OBJECTIVE 2.6 Understand the background and application of Basel III. • • • • • • At the global level, the Bank for International Settlements takes an active interest in the stability of the international financial system. To this end, the Basel Committee on Banking Supervision has developed an international standard on capital adequacy for banks. Basel III was finalised in December 2017. It is based on three pillars: capital adequacy, risk management and supervision, and market discipline. Basel III also contains additional liquidity requirements. In particular, banks are required to maintain a ratio of high quality liquid assets (HQLA) to net cash outflows per month of at least 100.00 per cent. This is called the liquidity coverage ratio (LCR). Minimum capital ratios are core to Basel III. The capital ratio of a bank is the ratio of its capital (equity, retained earnings) to its risk-weighted assets (loans, securities). In order to ensure that banks set aside ‘quality’ capital, Basel III categorises capital as either Common Equity Tier 1 (CET1) capital or Tier 2 capital. Banks are required to maintain a minimum quantity of CET1 capital. In computing its capital ratio, a bank assigns risk weights to balance-sheet assets. The final version of Basel III focused on the determination of risk weights and, in particular, restrictions on the banks’ use of internal models to make the assessments. LEARNING OBJECTIVE 2.7 Examine liquidity management and other supervisory controls applied by APRA in the context of Basel III. • The Australian bank regulator, APRA, applies a number of important prudential controls on commercial banks. These include liquidity management policies, risk management systems certification, business continuity management, audit (external auditors, on-site visits), disclosure and transparency, large credit exposures, foreign currency exposures, subsidiaries, and ownership and control. Extended learning A LEARNING OBJECTIVE 2.8 Understand the standardised approach to credit risk and compute the capital requirements for particular transactions. The standardised approach to credit risk The standardised approach to credit risk requires banks to assign each balance-sheet asset and offbalance-sheet item a risk weight. The risk weights reflect the view of regulators about credit risk on a portfolio basis. The regulator emphasises that the risk weights should not be seen as a substitute for the credit risk assessment of individual credit risk exposures. A bank has primary responsibility to ensure that adequate systems are applied to measure credit risk, and that sufficient capital is allocated to cover that risk. The risk-weighted amount of a balance-sheet asset is calculated by multiplying its current book value by the relevant risk weight. The risk weight applied may derive from an external rating grade or a risk weight specified by the regulator. An external credit assessment rating can only be obtained from regulator-approved external credit assessment institutions. For example, in Australia, APRA recognises the ratings of Standard & Poor’s Corporation, Moody’s Investors Service and Fitch Ratings. Credit rating agencies and 74 vin22943_ch02_041-086.indd 74 02/05/19 10:19 AM Chapter 2 Commercial banks Table 2.2 External long-term rating grades External rating grade 1 2 3 4 5 Standard & Poor’s Corporation Moody’s Investors Service Fitch Ratings AAA Aaa AAA AA+ Aa1 AA+ AA Aa2 AA AA− Aa3 AA− A+ A1 A+ A A2 A A− A3 A− BBB+ Baa1 BBB+ BBB Baa2 BBB BBB− Baa3 BBB− BB+ Ba1 BB+ BB Ba2 BB BB− Ba3 BB− B+ B1 B+ B B2 B B− B3 B− CCC+ CCC 6 CCC− CC C D Caa1 Caa2 Caa3 Ca C CHAPTER TWO REVIEW the methodologies used are discussed in Chapter 11. A credit rating is the credit rating agency’s opinion of the creditworthiness of an issuer of debt or equity. Credit ratings are represented by alpha or alpha-numeric codes; for example, the long-term ratings of Standard & Poor’s range from AAA (highest) to D (lowest). APRA’s APS 112 notes the external rating grades to these published credit ratings (see Table 2.2). CCC+ CCC CCC− CC C D Sourced from the Federal Register of Legislation at 4 October 2018. For the latest information on Australian government law please go to https://www.legislation.gov.au. The external rating grades (1 to 6) are given a risk weight. For example, APS 112 Capital Adequacy: Standardised Approach to Credit Risk requires that claims held in the banking book for corporate counterparties and commercial public sector entities that have the following external rating grade (as determined in Table 2.2) will need to use the relevant risk weight: 75 vin22943_ch02_041-086.indd 75 02/05/19 10:19 AM Part 1 Financial institutions External rating grade Risk weight 1 20% 2 50% 3, 4 100% 5, 6 150% SOURCE: Adapted from APRA Prudential Standard 112, Final, July 2019, p.24. It should be noted that APS 112 applies different risk weights to the various external rating grades depending on the category of counterparty to a claim. Clearly, there is a direct relationship between the level of credit risk and the amount of capital required. If a bank provides a $1 million loan to a company that has an AA credit rating (external rating grade 1), the amount of capital required is the book value × the risk weight × 8.00 per cent capital adequacy requirement. That is, $1 million × 0.20 × 0.08 = $16 000. The remaining $984 000 can be funded from bank liabilities. Had the bank given a $1 million loan to a company that has a BB credit rating, the capital requirement would have been $1 million × 1.0 × 0.08 = $80 000. Therefore, there is a significant difference in the amount of capital a bank must use between the AA-rated company and the BB-rated company. Risk weights specified by the regulator may range from zero to 400.00 per cent. loan-to-valuation ratio the percentage ratio of a loan to the bank’s valuation of the property being mortgaged As mentioned earlier in the chapter, a large part of bank loan assets may be in the form of residential housing loans (mortgage loans). With a standard mortgage loan, the risk weight is determined relative to the loan-to-valuation ratio (LVR) and the level of mortgage insurance. The loan-to-valuation ratio is simply the amount borrowed to purchase a residential property divided by the accredited valuation of the property. For example, with a house valued at $400 000 where the buyer borrows $350 000, the LVR is 87.50 per cent. Therefore, as indicated in Table 2.3, the risk weight is 50.00 per cent with no mortgage insurance or 35.00 per cent with at least 40.00 per cent of the mortgage insured. It should be noted that Basel III proposes some changes to risk weights for residential mortgage exposures. Updates to APRA’s response can be found at: www.apra.gov.au. Table 2.3 Risk weights for standard residential mortgages Loan-tovaluation ratio Risk weight (no mortgage insurance) Risk weight (at least 40% of the mortgage insured by an acceptable lender’s mortgage insurer) 0–60.00% 35% 35% 60.01–80.00% 35% 35% 80.01–90.00% 50% 35% 90.01–100.00% 75% 50% More than 100% 100% 75% SOURCE: Adapted from APRA Prudential Standard 112, Final, July 2019, p.18. In the above example, assuming that the borrower has taken appropriate mortgage insurance, the capital requirement will be $350 000 × 0.35 × 0.08 = $9800. Risk weights for balance-sheet assets are to be found on the website of a nation-state’s bank supervisor. For example, the weights applied by the Australian bank supervisor, APRA, are listed in Prudential Standard APS 112, Capital Adequacy: Standardised Approach to Credit Risk at www. apra.gov.au. APRA may change some part of this risk-weighting structure in response to the final version of Basel III. 76 vin22943_ch02_041-086.indd 76 02/05/19 10:19 AM Chapter 2 Commercial banks 1 The notional amount of the off-balance-sheet transaction is converted into a balance-sheet equivalent (the credit equivalent amount) by multiplying the amount by a specified credit conversion factor. 2 The resulting credit equivalent amount is multiplied by the risk weight applicable to the counterparty or type of asset. Off-balance-sheet transactions are categorised as non-market-related transactions or marketrelated transactions. Non-market-related off-balance-sheet transactions are those items included in the first three types of bank off-balance-sheet business discussed earlier in the chapter, namely direct credit substitutes, trade- and performance-related items and commitments. Market-related off-balance-sheet transactions are those included in the fourth type of off-balance-sheet business, that is, foreign exchange, interest rate and other market-rate-related contracts. Again, the risk weights applied by APRA are listed in Prudential Standard APS 112. Let us consider the example of a non-market-related off-balance-sheet transaction. A company arranges for its bank to provide a $1 million documentary letter of credit to support a trade transaction. The company has a single B credit rating issued by Standard & Poor’s. Reference to the website of the bank supervisor indicates that the credit conversion factor is 20.00 per cent and that the external rating grade 5 represents a risk weight of 150.00 per cent. The capital required by the bank to support this off-balance-sheet transaction is $1 million × 0.20 × 1.50 × 0.08 = $24 000. CHAPTER TWO REVIEW The risk-weighted amount of an off-balance-sheet transaction that gives rise to a credit exposure is generally calculated by means of a two-step process: Extended learning B LEARNING OBJECTIVE 2.9 Analyse business continuity risk and construct an education and training framework for operational risk management for commercial banks. Business continuity risk management Business continuity risk management has an impact on a bank’s ability to maintain its day-to-day business operations. It relates to the risk of direct, indirect or consequential operational and financial impacts as a result of inadequate or failed internal or external processes, people, systems or events. These may result, for example, from a natural disaster such as an earthquake or a physical disaster such as a loss of computer or communication systems. Business continuity risk management may be described as a dichotomy of: 1 a disaster recovery planning process, plus 2 a disaster recovery response process. The two processes consist of a wide range of core components. Each component has implications for, and must be incorporated in, business continuity risk management. 1. Disaster recovery planning process The core components of the disaster recovery planning process are as follows: • The establishment of an organisational business continuity risk management structure that is horizontally and vertically integrated throughout the bank using a top-down approach. The management structure reports to the board of directors and includes a global risk committee, a business continuity risk management group and divisional contingency planning units. The global risk committee is made up of executive managers and implements strategic policy initiatives to achieve the bank’s business continuity risk management objectives. The business continuity risk management group will develop, implement, coordinate, monitor and maintain 77 vin22943_ch02_041-086.indd 77 02/05/19 10:19 AM Part 1 Financial institutions • • • • • • the bank’s overall business resumption plan. Divisional contingency planning units ensure the relevancy of business continuity risk management within business units in each division of the bank. This includes planning teams, emergency response teams and recovery teams. Risk analysis and business impact analysis. These are processes of risk identification and measurement using quantitative and qualitative methodologies. The risk analysis process ensures that all risk exposures are identified and understood by the bank. This enables existing procedures to be improved and thereby lessen the potential risk exposure. The business impact analysis measures the operational and financial effects of a disruption to a business function, particularly critical business functions. Business function recovery prioritisation. When a large and diverse organisation such as a bank experiences a major disruption to business operations, it is not possible to resume all functions at the one time. This makes it necessary to establish a recovery prioritisation schedule. The business impact analysis will be used to substantiate the prioritisation of business function recovery at the divisional level, but within the constraints of the bank’s integrated business resumption plan. Development of disaster recovery strategies. Bank personnel need to be aware of the range of alternative strategies that may be put in place to maintain critical business functions. For example, in order to ensure the resumption of computer operations, a bank may build a dedicated back-up computer centre; alternatively, the bank may outsource that function to a specialist provider. To facilitate these arrangements, a bank will enter into disaster recovery service agreements and support agreements. Education and training. This is a core component of business continuity risk management. Education and training will directly affect the preparedness and capability of a bank and its people to plan for and respond to a disaster situation. A business continuity risk management education and training framework is provided later in the section. Testing of disaster recovery strategies. A bank must be absolutely confident that its disaster recovery strategies will be effective in the event of a disruption to critical business functions. Therefore, the bank must establish a structured testing program that progressively tests all components of the bank’s disaster recovery strategies. Testing should be integrated throughout the bank. Plan maintenance. This includes the ongoing monitoring, review, reporting and auditing of the bank’s business continuity risk management processes. This component will ensure that changes in a bank’s systems, products and procedures are reflected in the disaster recovery plan. Periodic auditing and review ensures that executive management and the board of directors are appropriately informed. 2. Disaster recovery response process Ultimately, the effectiveness of the disaster recovery planning process is dependent on the actions taken by bank personnel in response to a disaster situation. The core components of the disaster recovery response process include: • • • • Plan activation. The disaster recovery plan specifies when a disruption to normal business operations is to be declared a disaster. The disaster alert trigger point will activate notification procedures, emergency response teams and recovery strategies. Impact assessment and evaluation. Divisional recovery teams will conduct an initial analysis of the operational impact of a situation. They will report to management and advise on which recovery strategies need to be implemented, including the initial estimates of resources and time required in order to recover primary business operations. Recovery control centre. This is the location from which the disaster recovery response is managed. Key personnel will report to the centre and direct recovery operations within the context of the bank’s business resumption plan. The recovery control centre facilitates the control, command and coordination management decision processes. Communications and media liaison. The business continuity risk management group will take control of a situation and communicate with executive management. Divisional recovery planning teams must be able to communicate with their personnel. Communications will be established with the providers of recovery facilities and service and support agreements. 78 vin22943_ch02_041-086.indd 78 02/05/19 10:19 AM Chapter 2 Commercial banks • Implementation of prioritised business recovery. Back-up strategies, facilities, service agreements and support agreements will be activated, but only within the constraints of priorities established in the bank’s overall business resumption plan. Performance evaluation, reporting and plan review. During the course of an event, the business continuity risk management group will monitor and evaluate recovery progress and report to executive management. When recovery is complete, it is necessary to analyse thoroughly, evaluate and review performance outcomes and, as appropriate, revise the business continuity plan. The purpose of business continuity risk management is to ensure that a bank and its personnel are prepared to respond to an event that disrupts critical business functions and are able to recover those functions effectively. Education and training is integral to achieving these objectives. An education and training framework for business continuity risk management The education and training framework provided below is designed to support the business continuity risk management objectives of commercial banks, and improve the capability and preparedness of institutions and their personnel to plan for, and respond to, an occurrence that may affect the continuity of critical business functions. CHAPTER TWO REVIEW • Media liaison personnel will establish communications with bank supervisors, government authorities, the press, customers and other market participants. Three business continuity risk management education and training programs have been developed: 1 Induction/awareness program 2 Contingency planning program 3 Executive program All bank personnel and associated non-bank personnel should complete the induction/ awareness program. Participants in the contingency planning program will be specialist business continuity risk management personnel, while the board of directors and executive management, including global risk committee members and audit and compliance committee members, will complete the executive program. Each education and training program includes the rationale, participants, objectives, curriculum framework, learning outcomes and performance indicators. Program 1: Induction/awareness The induction/awareness program should be completed by all bank personnel. A bank may also provide the program to non-bank personnel from other organisations that provide critical services to the bank. This program recognises that the effectiveness of business continuity risk management is dependent on the attitude and actions of personnel. All bank personnel must know and apply the principles of risk management and want to participate in a corporate culture and practice of active and positive disaster recovery planning and response. The induction/awareness program curriculum framework incorporates the following issues and learning outcomes. 1 What is business continuity? Why is business continuity risk management important? Participants will be able to describe examples of physical and natural disasters and identify critical business functions that may be exposed to such situations. 2 Organisation of business continuity risk management objectives, policies and procedures. Participants will be able to explain why a bank needs to maintain the continuity of its critical business functions. Participants will know how they can include business continuity risk management in their day-to-day operational practice. 3 The bank’s business continuity risk management organisational structure. Participants will be able to describe the bank’s business continuity risk management organisational structure, emphasising the roles and responsibilities of individuals within business units. 79 vin22943_ch02_041-086.indd 79 02/05/19 10:19 AM Part 1 Financial institutions 4 Risk and the disaster recovery planning process. Participants will be able to give a range of examples of risk and demonstrate the practical application of the risk management process. 5 The disaster recovery response process. Participants will be able to explain through examples why a bank implements a structured and prioritised disaster recovery process. 6 How to respond in a disaster situation. Participants will know their responsibilities in an emergency, including disaster identification and reporting procedures, personnel safety, asset damage mitigation and building evacuation procedures. 7 Applying learning to practice. Participants will return to their workplace knowing they have the fundamental knowledge and skills to apply effective business continuity risk management practices in their day-to-day business operations. Program 2: Contingency planning Although all bank personnel must incorporate business continuity risk management into their dayto-day practices, certain personnel will be responsible for core components of the disaster recovery planning and response processes. The contingency planning program will provide these personnel with the necessary specialist knowledge and skills to complete those tasks effectively. Participants include organisational business continuity risk management group members, divisional contingency planning unit members and nominated global risk committee members. The contingency planning program curriculum framework incorporates the following issues and learning outcomes. 1 Construction of a contingency plan. Participants will appreciate the benefits that will derive from contingency planning and develop a culture whereby contingency planning is incorporated into normal business operations. Participants will be able to apply effectively the bank’s standard contingency planning software and format to their business unit functions. 2 Risk analysis, business impact analysis and recovery prioritisation. Participants will be able to identify risk exposures within their work environment and review procedures to minimise such exposures. Participants will be able to apply quantitative methods and qualitative measures to determine the operational and financial impact of a disruption to business functions. Based on the risk analysis and business impact analysis, participants will be able to document a recovery prioritisation schedule. 3 Disaster recovery strategies, service agreements and support agreements. Participants will have acquired the knowledge and skills to identify, analyse, compare and evaluate recovery strategy alternatives and be able to make recommendations to management based on a cost–benefit analysis. Participants will be able to construct basic service agreements and support agreements. 4 Emergency response teams, divisional recovery teams and communications. Participants will be able to perform the responsibilities of emergency response team members in a disaster situation— that is, to ensure the safety of bank personnel, the implementation of disaster notification procedures and the initial mitigation of damage to assets. Participants will also be able to describe the roles and responsibilities of divisional recovery teams in implementing disaster recovery procedures within the context of the organisational business resumption plan and the divisional recovery plan. Participants will be able to demonstrate the application of communication procedures, including activating 24-hour contact arrangements and establishing communications with the recovery control centre, back-up facilities and service and support providers. 5 Disaster recovery plan testing. Participants will be able to develop and maintain a structured and comprehensive recovery plan testing schedule. Participants will be able to apply a range of testing methodologies, evaluate performance outcomes and report results to management. 6 Plan maintenance, monitoring and review. Participants will be able to maintain the currency of a disaster recovery plan, including the application of procedures to ensure that new products and services and changes in operational procedures are reflected in the disaster recovery planning and response processes. Participants will be able to implement the bank’s policies in relation to plan review and reporting requirements. 80 vin22943_ch02_041-086.indd 80 02/05/19 10:19 AM Chapter 2 Commercial banks The essential role of the board of directors and executive management in driving business continuity risk management is recognised in program 3. This program addresses issues that will support the board of directors and executive management in determining appropriate business continuity risk management objectives, policies, strategies and procedures. The executive program curriculum framework incorporates the following issues and learning outcomes. 1 Corporate governance and risk management. Participants will be able to critically review corporate governance risk management policies and practices and shape new strategies to improve the bank’s business continuity risk management corporate culture. 2 Business continuity and disaster risk management. Participants will be able to apply a structured risk management process to the disaster recovery planning and response processes and identify issues that must be the focus of the strategic decision maker. 3 Regulation and prudential supervision. Participants will be able to evaluate different prudential supervisor approaches to business continuity risk management. They will also be able to investigate the implications of the Basel Committee on Banking Supervision application of a capital charge for operational risk and the recording of operational risk occurrences. 4 Objectives, policies, procedures, budget and infrastructure. Participants will be able to review current business continuity risk management objectives, policies and procedures and recognise any divergence between policy and practice. Participants will also be able to identify the bank’s critical business functions, and evaluate and review disaster recovery strategies and infrastructure, budget allocations and testing programs. 5 Business continuity risk management organisational structure. Participants will be able to identify and describe the scope, roles, responsibilities, authorities, reporting structures and review procedures applicable to the business continuity risk management organisational structure. Participants will also recognise the linkages between divisional contingency planning units, the organisational business continuity risk management group and the global risk committee. 6 Global best practice. Participants will be able to investigate and evaluate global best practice in business continuity risk management, and analyse and compare the bank’s current practice. Participants will be able to develop and implement policies and strategies that will enable the implementation of best practice. 7 Disaster response: recovery control centre, communications, media liaison. Participants will be able to demonstrate leadership in responding to a disaster situation. Participants will be able to activate recovery control centre procedures, particularly the initiation of communications. They will be able to command, control and coordinate the disaster recovery process. Participants will also know their roles and responsibilities in relation to the bank’s policies and procedures for media liaison. CHAPTER TWO REVIEW Program 3: Executive program Summary The business continuity risk management education and training framework for banks comprises three specific programs that are directed towards identifiable groups of bank personnel: • • • an induction/awareness program for all bank personnel a specialist contingency planning program an executive program for strategic policy decision makers. The curriculum framework within each program is designed to achieve learning outcomes that will result in measurable performance indicators that reflect the business continuity risk management culture and practice that derives from the bank’s related objectives, policies and procedures. Figure 2A.1 presents the three business continuity risk management education and training programs and the curriculum framework relevant to each program. 81 vin22943_ch02_041-086.indd 81 02/05/19 10:19 AM Part 1 Financial institutions Figure 2A.1 An education and training framework for disaster risk management for banks ■ ■ Program 1 Business continuity risk management: Induction/awareness ■ ■ ■ ■ ■ ■ ■ Program 2 Business continuity risk management: Contingency planning ■ ■ ■ ■ ■ Program 3 Business continuity risk management: Executive ■ ■ ■ ■ ■ ■ What is a disaster? Why is disaster risk management important? Organisational disaster risk management objectives, policies and procedures Bank disaster risk management organisational structure Risk and the disaster recovery planning process The disaster recovery response process How to respond in a disaster situation Applying learning to practice Construction of a contingency plan Risk analysis, business impact analysis and recovery prioritisation Disaster recovery strategies, service agreements and support agreements Emergency response teams, divisional recovery teams and communications Disaster recovery plan testing Plan maintenance, monitoring and review Corporate governance and risk management Business continuity and disaster risk management Regulation and prudential supervision Objectives, policies, procedures, budget, infrastructure Disaster risk management organisational structure Global best practice Disaster response: recovery control centre, communications, media liaison The overall success of the education and training programs will become evident through a positive change in a bank’s commitment to business continuity risk management and the corporate culture. Some of the learning outcomes and performance indicators specified for each program will be immediately measurable on completion of a program; others will be sustained over time as bank personnel progressively apply their business continuity risk management knowledge and skills to their day-to-day business practice. The objective of business continuity risk management is to establish policies and procedures that will ensure that a bank is able to maintain the continuity of its critical business functions and resume normal operations within defined time parameters in the event of a crisis. Education and training is essential in achieving this outcome. Extended learning C LEARNING OBJECTIVE 2.10 Discuss the importance of corporate governance and ethics in the context of Australian financial institutions. Corporate governance and ethics It would be unusual today for someone to complete a business or commerce degree without hearing the words ‘corporate governance’. The Australian Securities Exchange (ASX) defines corporate governance as: ‘The framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations. It encompasses the mechanisms by which companies, and 82 vin22943_ch02_041-086.indd 82 02/05/19 10:19 AM Chapter 2 Commercial banks The corporate scandals of the late 1990s and early 2000s, as well as the tremendous volatility arising from the GFC, have gradually increased the prominence of corporate governance within the business and regulatory communities as the need to demonstrate good governance to regulators, customers and investors has grown. Needless to say, however, some managers and boards of directors have not been so acutely attuned to these developments. The 2018 hearings of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry once again thrust corporate culture and ethics into the spotlight. Each Australian company is responsible for developing its own appropriate governance frameworks, but the regulators have provided guidance in the form of principles and minimum standards. For Australian listed companies, the ASX has developed its Corporate Governance Principles and Recommendations to articulate the core principles of good and effective corporate governance. It contains seven principles or recommendations: 1 Lay solid foundations for management and oversight. 2 Structure the board to add value. 3 Promote ethical and responsible decision making. 4 Safeguard integrity in financial reporting. 5 Make timely and balanced disclosure. 6 Respect the rights of shareholders. 7 Recognise and manage risk. 8 Remunerate fairly and responsibly. CHAPTER TWO REVIEW those in control, are held to account. Corporate governance influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised.’ It is a requirement of the ASX’s listing rules that each listed company discloses whether it is following the guidelines and recommendations the ASX has set down. The approach is an ‘if not, why not’ approach that aims to gradually increase governance reporting and quality, and enhance transparency for shareholders. For authorised deposit-taking institutions (ADIs), APRA oversees compliance with Prudential Standard APS 510, Governance. This prudential standard sets down the minimum standards for good governance of institutions regulated by APRA. All regulated institutions must comply. The requirements include prescriptions on board size and composition, the independence of the board and chair, and the establishment of a Board Audit Committee. These requirements are designed to ensure the prudent management of ADIs and promote a culture of good governance within ADIs. The ultimate responsibility for the prudent management of all companies, including ADIs, rests with the board of directors. A strong governance framework will help to ensure that the board functions effectively and good outcomes are obtained for all stakeholders, including shareholders. Unfortunately, in the Australian banking sector, the 2018 Royal Commission uncovered many unethical practices that should not have occurred if strong governance frameworks were in place. The failure to uphold a culture of ethical behaviour has seen the reputation of a number of banking and financial services firms tarnished and has done considerable damage to the already poor public perception of bankers and financial services providers. One of the most important issues to be discussed before the Royal Commission is the provision by a bank of financial advice on its own products. The corporate regulator, ASIC, had already identified the problems with this behaviour in a January 2018 report entitled Financial Advice: Vertically Integrated Institutions and Conflicts of Interest. The report noted that in 75.00 per cent of the customer files reviewed by ASIC, ‘...the adviser had not demonstrated compliance with the best interests duty and related obligations’. The full report can be found at: http://download.asic.gov.au/ media/4632718/rep-562-published-24-january-2018.pdf The Royal Commission came at a time when Australian banks were already facing up to other instances of poor and, in some cases, illegal behaviour. The Commonwealth Bank was facing a lawsuit brought against it by the Australian Transaction Reports and Analysis Centre (Austrac) for 83 vin22943_ch02_041-086.indd 83 02/05/19 10:19 AM Part 1 Financial institutions breaches of money laundering and terrorism financing laws. Also, as reported by The Guardian in April 2018, the Federal Court of Australia had imposed fines totalling $20 million on ANZ and NAB for attempted manipulation of the bank bill swap rate (BBSW). With the ABC running stories with titles like ‘Banking Royal Commission: Does this mean that Banks are Not an Ethical Investment?’ (May 2018), the Royal Commission provides a stark reminder to the boards of directors of financial institutions that there are real consequences for failures of governance. They might also be reminded that their behaviour reflects poorly not only on the finance industry, but on the finance discipline (i.e. the body of knowledge accumulated in finance theory and research). The responsibility is not one that should be taken lightly. Further reading: Gareth Hutchens (2018), ‘Banking Royal Commission: All You Need to Know So Far’, The Guardian, 20 April. Questions Essay questions Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points you raise in relation to each question. 1 ‘Deregulation has changed banking practices in Australia.’ Discuss this statement with reference to banks’ asset and liability management. (LO 2.1) 2 ‘Decades after the commencement of deregulation in the financial markets, the international capital markets remain a relatively unimportant source of funds for commercial banks.’ Analyse and discuss this statement. (LO 2.1) 3 A customer has approached your commercial bank seeking to invest funds for a period of six months. The customer is particularly worried about geopolitical risk following recent tensions in the Middle East and elsewhere. Explain the features of call deposits, term deposits and CDs to the customer, and provide advice on risk-reward trade-offs that might be associated with each product. (LO 2.2) 4 Discuss the four main uses of funds by commercial banks and identify the role that the purchase of government securities plays in commercial banks’ management of their asset portfolios. (LO 2.3) 5 Commercial banks are the principal providers of loan finance to the household sector. Identify five different types of loan finance that a bank offers to individuals. Briefly explain the structure and operation of each of these types of loans. (LO 2.3) 6 ABC Limited plans to purchase injection moulding equipment to manufacture its new range of plastics products. The company approaches its bank to obtain a term loan. Identify and discuss important issues that the company and the bank will need to negotiate in relation to the term loan. (LO 2.3) 7 The off-balance-sheet business of banks has expanded significantly and, in notional dollar terms, now represents over nine times the value of balance-sheet assets. (a) Define what is meant by the off-balance-sheet business of banks. (b) Identify the four main categories of off-balance-sheet business and use an example to explain each category. (LO 2.4) 8 Following the GFC, the off-balance-sheet activities of commercial banks attracted a great deal of attention among commentators. With reference to the size and composition of commercial banks’ off-balance-sheet activities, outline some of the possible reasons for this concern. (LO 2.4) 9 Bank regulators impose minimum capital adequacy standards on commercial banks. APRA has stressed the importance of CET1 capital. Explain what this is and why APRA places such emphasis upon it. (LO 2.5) 84 vin22943_ch02_041-086.indd 84 02/05/19 10:19 AM Chapter 2 Commercial banks 11 Provide an overview and rationale for the two new liquidity standards introduced by Basel III. (LO 2.6) 12 The final version of Basel III, released in 2017, focuses more attention on the denominator of the minimum capital ratios that banks must maintain. Discuss this statement. (LO 2.7) 13 The second pillar of Basel III, risk management and supervision, addresses the management of a bank’s interest rate risk in the banking book (IRRBB). Explain what is meant by IRRBB and the new expectations regarding how it should be managed (LO 2.7) Extended learning questions 14 The Basel III capital accord comprises a framework of three pillars. Pillar 1 established the minimum capital required by a commercial bank and incorporates three risk components: credit risk, operational risk and market risk. (a) Define credit risk. (b) What approaches may be used to measure the credit risk capital adequacy component of Pillar 1? (c) CHAPTER TWO REVIEW 10 Basel III simplifies the process of computing the amount of operational risk capital that a bank must set aside. Briefly explain the process. (LO 2.6) Using the standardised approach to credit risk, explain how a commercial bank will use this method to calculate its minimum capital requirement. (LO 2.8) 15 Commercial banks are exposed to the very real risk that at some point their critical business operations could fail. Business continuity risk management may be said to incorporate a disaster recovery planning process and a disaster recovery response process. (a) Define business continuity risk management. (b) Identify and briefly explain the core components of a disaster recovery planning process. (c) Identify and briefly explain the core components of a disaster recovery response process. (LO 2.9) 16 An essential element of business continuity risk management is education and training. (a) Why is education and training important in the context of business continuity risk management? (b) Identify three discrete education and training programs that a bank should provide. (c) Briefly discuss what issues should be incorporated in each of the three education and training programs. (LO 2.9) 17 (a) Discuss the nature of corporate governance and its relationship with ethics. (LO 2.10) (b) Discuss the importance of corporate governance and ethics for Australian ADIs, both in terms of complying with regulations and effectively meeting the expectations of stakeholders. (LO 2.10) KEY TERMS acceptance 46 bank bills held 50 BBSW 50 amortised loan instalments 49 bank regulation 56 bill of exchange 46 asset management 43 Basel II capital accord 58 authorised deposit-taking institutions 57 Basel III capital accord 58 business continuity management 62 basis points 64 call deposits 45 85 vin22943_ch02_041-086.indd 85 02/05/19 10:19 AM Part 1 Financial institutions collateralised floating charge 46 commercial bills 50 commitments 53 Common Equity Tier 1 capital 60 internal ratings-based approach to credit risk 61 operational risks 61 interest rate risk in the banking book (IRRBB) 65 overdraft 50 investment property finance 49 contingency plan 69 lease 50 credit card 49 liquidity management strategy 69 credit risk 59 current account deposits 44 current exposure method 61 debenture 46 direct credit substitute 53 euromarkets 47 fixed-term loan 49 foreign currency liabilities 47 G-10 58 general market risk 63 globalisation 47 loan capital 47 loan-to-valuation ratio 76 market risk 59 market-rate-related contracts 54 mark-to-market 61 mortgage 48 mortgage originators 49 negotiable certificate of deposit 45 negotiable security 46 hedging 54 non-executive board members 71 housing finance 48 off-balance-sheet business 44 original exposure method 61 Pillar 1 60 prudential supervision 56 reference interest rate 50 rollover facility 50 securities portfolio 69 securitisation 000 specific market risk 63 standardised approach to credit risk 61 term deposits 45 Tier 2 capital 60 trade- and performance-related item 53 Treasury bonds 51 Treasury notes (T-notes) 51 unsecured note 46 value at risk (VaR) 64 86 vin22943_ch02_041-086.indd 86 02/05/19 10:19 AM CHAPTER 3 Non-bank financial institutions CHAPTER OUTLINE 3.1 Investment banks 3.2 Managed funds 3.3 Cash management trusts 3.4 Public unit trusts 3.5 Superannuation funds 3.6 Life insurance offices 3.7 General insurance offices 3.8 Hedge funds 3.9 Finance companies and general financiers 3.10 Building societies 3.11 Credit unions 3.12 Export finance corporations Learning objectives LO 3.1 Describe the roles of investment banks, with an emphasis on the nature of their off-balance-sheet business, in particular mergers and acquisitions. LO 3.2 Explain the structure, roles and operation of managed funds and identify factors that have influenced their rapid growth. LO 3.3 Discuss the purpose and operation of cash management trusts and public unit trusts. LO 3.4 Describe the nature and roles of superannuation funds, including the primary sources of superannuation funds and the different types of fund. LO 3.5 Define life insurance offices and general insurance offices, and explain the main types of insurance policies offered by each type of insurer. LO 3.6 Discuss hedge funds, including their structure, investors, investment strategies and risk. vin22943_ch03_087-128.indd 87 01/09/19 09:21 PM Part 1 Financial institutions LO 3.7 Explain the principal functions of finance companies and general financiers, and the changes that have had an impact on finance company business. LO 3.8 Outline the roles and relative importance of building societies and credit unions, and analyse the significant changes that have occurred in these sectors. LO 3.9 Describe the unique role of export finance corporations. Extended learning LO 3.10 Understand project finance and structured finance, and the related roles of investment banks. CHAPTER SNAPSHOT Operating alongside commercial banks are a range of non-bank financial institutions. These include superannuation funds and other funds management operations, insurance companies, investment banks and hedge funds. The tools and strategies that are deployed within these operations draw heavily on modern finance theory and mathematics, especially in the hedge fund world. The seeming complexity of the strategies, however, should not lead us to overlook the role that fundamental concepts such as risk and reward and supply and demand play in determining whether or not these institutions are successful. INTRODUCTION In this chapter the focus moves away from the commercial banks to the wide range of other financial institutions that operate in a modern financial system. For convenience, the market refers to the collective group of financial institutions other than the commercial banks as ‘non-bank financial institutions’. The institutions examined in this chapter are: • • • • • • • • • • • investment banks managed funds superannuation funds cash management trusts public unit trusts life insurance and general insurance offices hedge funds finance companies and general financiers building societies credit unions export finance corporations. Why do so many different financial institutions exist? In a deregulated and competitive market it might be argued that the financial strength and enormous size and expertise of commercial banks would create an environment in which other non-bank financial institutions would struggle to compete. In part this may be true. For example, in Australia there has been a significant reduction in the building society sector since the commercial banks were largely deregulated in the 1980s. With increased competition between commercial banks and building societies, the building societies responded by merging with other institutions and many changed to become commercial banks. 88 vin22943_ch03_087-128.indd 88 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions However, other financial institutions have thrived by specialising within segments of the financial markets. For example, investment banks have used their particular expertise to expand their off-balancesheet business, including providing financial advice to corporate clients on areas such as mergers and acquisitions. As the insurance business of life insurance offices has declined, these institutions have moved into, and taken a prominent position in, superannuation and managed funds products. To meet the retirement savings needs of an ageing population, there has been an enormous expansion in managed funds, in particular superannuation and public unit trusts. The financial system as a whole is constantly evolving. Non-bank financial institutions have developed in response to the different regulatory environments that have existed from time to time, and to the changing preferences of market participants. The chapter opens with an examination of the exciting world of investment banking, in particular the investment banks’ off-balance-sheet activities. REFLECTION POINTS • • A wide range of non-bank financial institutions can compete within a modern financial system (e.g. investment banks, life insurance and general insurance offices, superannuation funds, finance companies, building societies, credit unions, cash management trusts and unit trusts). Non-bank financial institutions tend to specialise in areas of the financial markets in which they have a particular strength or expertise; for example, investment banks specialise in the provision of financial advisory services. 3.1 Investment banks Investment banks have always been regarded as financial innovators, at the leading edge of the financial system. Today, these institutions continue to specialise in sophisticated areas of finance that are both challenging and exciting. Investment banks grew strongly in the USA, in particular as specialist facilitators of financial transactions rather than providers of finance. Investment banks established a reputation as financial innovators and were often responsible for the development of new financial products and services that met the changing needs of market participants. Investment banks are organised around risk taking, risk measurement and operational controls. The activities that take place within an investment bank are normally described as front office (including trading, investment banking, research and investment management); middle office (including risk measurement, risk management and reporting); and back office (accounting, bookkeeping, audit and compliance). These features and other aspects of investment banking are discussed in the context of the GFC by Mark Williams in his book Uncontrolled Risk (2010). As Williams points out, the relative power and prestige of the activities, especially risk taking versus risk management, depends critically on organisational culture. A culture of risk taking will place proportionally more power and prestige in the hands of front office personnel and make it more difficult for the middle office to ensure that risks are being managed appropriately. This may generate substantial profits when markets are moving in the right direction, but leave an investment bank particularly vulnerable when market conditions change. The relative size and importance of investment banks is significant, especially within the major financial centres of London and New York. Outside these two financial centres, these banks often selectively focus on other jurisdictions, such as Asia, Australia, South America, Western Europe and Eastern Europe. 3.1.1 Sources of funds and uses of funds Investment banks provide financial services to their corporate clients, high-net-worth individuals and government clients. LEARNING OBJECTIVE 3.1 Describe the roles of investment banks, with an emphasis on the nature of their offbalance-sheet business, in particular mergers and acquisitions. Front office the name given to those activities within an investment bank that involve client relations, especially trading, investment banking, research and investment management Middle office the name given to those activities within an investment bank that do not involve client relations but may complement or monitor front office activities; risk measurement and reporting are examples Back office the name given to those functions within an investment bank that are most removed from client relations; accounting and compliance are examples 89 vin22943_ch03_087-128.indd 89 01/09/19 09:21 PM Part 1 Financial institutions Unlike commercial banks, these institutions do not have a depositor base from which to acquire assets. Their liabilities or sources of funds are usually raised through the issue of securities into the international money markets and capital markets. Under normal market conditions, the high-profile reputation of many of the investment banks affords them easy access to the international capital markets. Investment banks will provide some limited lending to clients, but usually on a short-term basis. They tend to sell any loans into the secondary markets rather than hold them on their balance sheet. They are primarily focused on advisory services; for example, they will advise their clients on all aspects of raising funds directly from the money and capital markets. In fact, the relative size of financial assets held by investment banks has diminished over time. For example, in Australia the financial assets held by investment banks represent less than 1.00 per cent of the total assets of financial institutions. However, this figure completely misrepresents the importance of the investment banks. The decline in asset share does not indicate the demise of these institutions; rather, it shows the significant change that has occurred in their functions and operations. They now mainly focus their activities on specialist off-balance-sheet advisory services. 3.1.2 Off-balance-sheet business Investment banks have established a reputation as financial innovators. Much of that financial innovation has been in the development of sophisticated off-balance-sheet products and advisory services. Therefore, the principal income of these banks is fee income associated with their off-balance-sheet activities. Examples of their off-balance-sheet business include: 1 Operating as foreign exchange dealers. Within a global market, importers, exporters, investors, borrowers, central banks, speculators and arbitrageurs conduct a range of transactions that are written or denominated in a foreign currency. Investment banks that operate as foreign exchange dealers quote both bid (buy) and offer (sell) prices on all major currencies. As we will discuss in Chapter 15, the foreign exchange markets are enormous, and at times quite volatile. 2 Advising clients on how, where and when to raise funds in the domestic and international capital markets. Investment banks understand the global financial markets and how to access funds in those markets. They provide advice and expertise on the types and structures of securities that can be issued, interest rate risk and exchange rate risk, and the preparation of documentation, including legal, accounting, taxation and regulatory matters, associated with a securities issue. Underwriter an institution that supports the issue of securities by a client and agrees to buy any securities not bought by investors 3 Acting as the underwriter of new share and debt issues. In order to ensure funds are raised from an equity or debt issue, the issuing corporation may pay a fee and enter into an underwriting agreement with an investment bank, whereby the underwriter agrees, subject to the terms of the contract, to purchase any securities that are not purchased by investors. By having an underwriting agreement in place, the issuer is confident that they will raise the total funds they need for their business operations. 4 The placement of new issues with institutional investors. A corporate client may wish to raise additional debt or equity by issuing new securities. One relatively simple way to do this is to offer the securities to institutional investors. Investment banks have a large corporate client list and also have access to institutional investors such as funds managers. They are able to approach these investors and offer them the opportunity to purchase large parcels of securities to be issued by clients. Placements are discussed in Chapter 5. 5 Providing advice to corporate clients on balance-sheet restructuring. A balance sheet is dynamic in that a corporation should always be considering the most effective funding of its assets. This will change, for example, as the asset structure of the business changes, as interest rates are forecast to move, as the economy or business cycle is expected to shift or as the exchange rate changes. An investment bank will provide a client with advice on all these issues and assist the client to issue new securities in order to restructure the balance sheet. 90 vin22943_ch03_087-128.indd 90 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions 6 Evaluating and advising a corporate client on mergers and acquisitions. See the section on mergers and acquisitions below. 7 Conducting feasibility studies and advising clients on project finance and structured finance undertakings. Project finance is long-term finance for projects such as building a tollway or a power station. The financing of the project is based on the future expected cash flows that will be generated by the project once it has been built. As the project will only generate cash flows once it is completed, and often has only limited asset value before completion, this is a specialist area of high-risk lending (refer to the Extended learning section at the end of this chapter for a detailed discussion on project finance and structured finance). 8 Identifying client risk exposures and advising on risk management strategies. Corporations and governments are exposed to a wide range of financial and operational risks. Risks that may affect the value of assets, liabilities or shareholder funds, or cash flows generated by the business, include interest rate, foreign exchange, liquidity, credit, investment, fraud and disaster risk exposures. Investment banks have the expertise to provide sophisticated solutions that allow the identification, measurement and management of risk exposures. Risk management strategies often involve the use of complex financial products, such as derivatives. 9 Advising on, and partial provision of, venture capital. Venture capital, also known as risk capital, is funding provided for new start-up businesses where there is a high level of risk attached to the future success of the business but the potential for high returns. The size of the funding requirement, plus the high level of associated risk, means that funding is often provided by a group or syndicate of investors. An investment bank may take on the role of lead manager of a syndicate and bring together a large group of other investment and commercial banks who will all provide funding for the project. This list of off-balance-sheet business carried out by investment banks demonstrates that they operate in the more innovative and exciting areas of the financial markets. Many of the types of offbalance-sheet business conducted by investment banks, including advisory services, foreign exchange, underwriting, equity and debt issues, risk management and derivatives, are discussed in various parts of this text. At this stage one important function that is carried out by investment banks, mergers and acquisitions, is considered. Mergers and acquisitions Advising corporate clients on mergers and acquisitions—in which one company gains control over another—is a significant fee-generating service provided by investment banks. There seems to be a direct correlation between sustained economic growth and the level of merger and acquisition activity. Interestingly, in recent years investment banking deals have been dominated by spin-offs, whereby a company breaks itself into pieces and the pieces become separately listed public companies. In this process, previous mergers and acquisitions are undone or divisions that have grown to a substantial size within the company are spun off to begin an independent existence. When companies cannot find buyers willing to pay a desirable price for the division that it wishes to sell, the company spins off the division and becomes two separate companies: parent and child. Often, the combined market value of the two new entities exceeds the market value of the parent company before the spin-off. This provides an incentive for companies to investigate the possibility and for investment banks to initiate deals. Mergers, acquisitions and spin-offs are important examples of the balance-sheet restructuring facilitated by investment banks. Typically, merger and acquisition strategies are categorised as horizontal, vertical or conglomerate takeovers. For example, if a toy manufacturer purchases another toy manufacturer, the acquisition may be described as a horizontal takeover. A horizontal takeover occurs when the target company conducts the same type of business as the takeover company. Merger and acquisition takeover company seeking to gain control over a target company Spin-off a situation where a part of a company is separated from the whole and begins an existence as an independent company Horizontal takeover when two companies involved in a merger and acquisition are in the same business 91 vin22943_ch03_087-128.indd 91 01/09/19 09:21 PM Part 1 Financial institutions Vertical takeover when the target company in a merger and acquisition operates in a business related to that of the takeover company Conglomerate takeover when the business of a merger and acquisition target company is unrelated to the existing business of the takeover company Hostile takeover when the target company rejects the merger and acquisition proposal of the takeover company A vertical takeover occurs when the takeover company acquires a company that normally operates within a related business area (e.g. a toy manufacturer purchases an electronic components supplier). A conglomerate takeover is said to occur when the takeover company diversifies its business activities by acquiring a company that operates in a business area unrelated to the existing business of the takeover company (e.g. a toy manufacturer purchases a media company). A company interested in pursuing a merger or acquisition will seek the services of an investment bank in its efforts to complete the transaction. The target of the acquisition may also seek the services of an investment bank to advise the company on how best to resist what it might see as a hostile takeover. A hostile takeover is one in which the actions of the takeover company are actively resisted by the board of directors of the target company. Investment banks generate significant fee income from their mergers and acquisitions business. They are not, therefore, passive players in the market; that is, they do not wait until they are commissioned by a client on either side of a merger transaction. Rather, investment banks actively seek out, analyse and evaluate potential takeover opportunities for clients, then approach the client and try to sell them the takeover idea. There should be value added in a merger. That is, the value of the merged entity should be greater than the sum of the two original companies on a stand-alone basis. This additional value could be gained from synergies that may be present in the merger. Synergy benefits may be achievable from: • • • • Economies of scale. For example, a company might gain operating advantages from a better use of productive capacity and a lowering of the overall cost of production. Financial gains can also be made from reductions in overhead expenses associated with administrative and management structures within the merged business. Finance advantages. A merged corporation should be able to leverage its larger balance sheet; that is, the merged company may have a greater capacity to extend its debt funding. The enhanced reputation of the larger organisation may enable it to access new debt markets, particularly the international capital markets, and at a lower average cost of funds. The merged corporation will seek to maximise potential tax advantages that may be available; for example, through the possible offsetting of capital losses. Competitive growth opportunities. A takeover company can achieve immediate growth by acquiring the existing business operations of another company. The cost of acquisition is typically more certain, and much quicker, than the cost of internally generated growth. For example, it may be easier for a business to purchase a company that has the production facilities it requires rather than build new facilities. Business diversification. A corporation may extend its business operations into the international markets through acquisition. Another firm may diversify its business functions through a conglomerate takeover. In either situation, the takeover company will diversify its sources of revenue and will try to protect itself from a downturn in a single economic market that might occur from time to time. In advising a corporate client on a merger and acquisition opportunity, an investment bank must consider the economic, legal, accounting and taxation implications of the proposal, often across a number of jurisdictions. For example, anti-trust or competition regulations can vary quite significantly between countries. Although most major countries apply international accounting standards, variations do exist. This is noticeable in the stringent regulatory reporting requirements of the Securities and Exchange Commission (SEC) in the USA. Taxation regimes also vary between nation-states, particularly in relation to the treatment of tax issues arising from merger and acquisition activity. A brief description of a range of issues that an investment bank would bring to the attention of a corporate client when considering a merger and acquisition proposition is provided below. • • Analysis of the target company. Is the company a strategic fit? Issues to consider include the company’s size, geographic position, business mix, operational capacity, financial strength and availability for takeover. Valuation of the company. Quantitative models will be used that incorporate net asset values (liquidation value), net present values of incremental cash flows and future earning power. The value of the combined entity should be greater than its pre-merger parts. 92 vin22943_ch03_087-128.indd 92 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions • Establishment of contacts. Confidentiality is essential if a successful merger is to be achieved at a reasonable price. If the market becomes aware of a potential merger, the price of the target company will be pushed higher on expectation of a takeover premium. Contacts need to be established with the investment bank and senior representatives of the target company. • Transaction structures. Principally, this will include the development and evaluation of acquisition and purchase methods. For example, should the deal involve a cash offer, a share offer, an asset swap or a combination thereof? Other transaction issues include legal, taxation and accounting structures, and future organisational and management structures. • Negotiation. Negotiation skills are essential when a dominant company is making a takeover bid for a target company. If negotiations are conducted properly, there will be no perceived winners or losers. Negotiators must resist taking positions, and should separate people from the business issues; that is, the takeover should not be about personalities and personal gain, but rather about benefiting the business. • Due diligence. This involves the detailed and careful analysis of the financial and operational condition of the target company. Clearly, information gained in the due diligence process will determine whether a proposal should proceed and at what offer price. • Nature of the takeover. If an offer is made, will it be resisted by the board of directors of the target company? If so, what are the strategic, financial and operational implications of proceeding with a hostile takeover? If an unsolicited friendly merger is possible, what concessions will need to be made? • Communication with the market. This includes regulatory communication requirements to keep the market informed, plus strategic communication with the media and specific market participants such as investment analysts. • Project management and integration. Development of a merger and acquisition proposal will, at times, be influenced by issues of speed versus accuracy of information, confidentiality versus transparency of information provided to stakeholders, and the robustness versus the efficiency of the transaction structure. The merger and acquisition advisory role of an investment bank provides enormous opportunities for the institution to offer a range of further services to its corporate client. Once it has advised on a merger proposal, the investment bank will seek to facilitate the transaction on behalf of the client. Other additional services may include providing advice and facilitating funding requirements for debt and equity, underwriting arrangements, balance-sheet restructuring and risk management. All these functions are discussed in detail in other parts of this textbook. Reflection points • • • • • Investment banks are providers of innovative financial products and services to corporations, high-net-worth individuals and government. These institutions do not have a depositor base; they raise funds in the international financial markets. Investment banks provide some lending products to clients, but are more likely to assist a client to borrow directly from the money and capital markets. The structure of investment banks is characterised by a division of activities among front-office, middle-office and back-office employees. The front-office activities are the most prominent activities within an investment bank and usually involve direct relations with clients. Investment banks specialise in the provision of off-balance-sheet products and advisory services, such as: continued 93 vin22943_ch03_087-128.indd 93 01/09/19 09:21 PM Part 1 Financial institutions continued • • • LEARNING OBJECTIVE 3.2 Explain the structure, roles and operation of managed funds and identify factors that have influenced their rapid growth. • — operating as foreign exchange dealers, quoting bid and offer prices on a range of currencies — advising clients on how to raise funds in the local and international capital markets — acting as underwriters and assisting clients with the placement of new equity and debt issues — advising clients on balance-sheet restructuring, having regard to the forecast business environment — evaluating and advising on corporate mergers and acquisitions, and spin-offs — conducting feasibility studies and advising clients on project finance and structured finance — providing risk management advice, products and services — advising clients on accessing venture capital within the capital markets. A merger and acquisition is a situation in which one company seeks to take over another company. The merger may be friendly or hostile, and strategically may be a horizontal takeover, a vertical takeover or a conglomerate takeover. A spin-off is a situation where an independent company is formed from a part of the existing company. For example, a division that manufactures and sells one of the company’s products may be spun off to form an independent company (for example, Wesfarmers’ decision to spin off Coles). The merger will seek to achieve synergy benefits such as economies of scale, finance advantages, competitive growth opportunities and business diversification. An investment bank would assist a client with analysis and valuation of the target company, and provides expertise in relation to contracts, transaction structures, negotiation, due diligence, communication with the market, project management and integration. 3.2 Managed funds Managed funds investment vehicles through which the pooled savings of individuals are invested Mutual funds managed funds that are established under a corporate structure; investors purchase shares in the fund Trust fund managed funds established under a trust deed; managed by a trustee or responsible entity Trust deed document detailing the sources, uses and disbursement of funds in a trust Responsible entity the trustee and manager of a trust in Australia Over time, there has been an amazing growth in the managed funds industry on an international scale. For example, growth in the amount of funds invested in mutual funds in the USA has had a significant impact on the flow of funds into the US domestic capital market and other international capital markets. In the USA, a mutual fund is established under a corporate legal structure; that is, a fund will be operated by an investment company. Investors purchase shares issued by the investment company, and funds managed by the mutual funds are invested using professional fund managers. An alternative structure, used in countries such as the UK and Australia, is a trust fund. In this situation, managed funds are established under a trust deed. A trust deed specifies the parameters under which the trust will operate. The investor in the trust obtains a beneficial right to the assets of the fund and an entitlement to share in the income and capital gains (losses) derived from the fund. Traditionally, managed funds have maintained a dual protective structure for investors by separating the roles and responsibilities of the custodian or trustee and the fund manager. For example, a mutual fund is required to use the services of a mutual fund custodian. A mutual fund custodian is a commercial bank or trust company that provides safekeeping of the fund’s investment securities, and controls cash flows to and from shareholders. With a trust fund, the fund is controlled by a trustee, within the constraints of the trust deed. For example, in Australia a trust must have a responsible entity. The responsible entity is both the trustee and the manager of the trust fund, and is responsible for all aspects of its operation, including the appointment of professional fund managers and the administration and safe custody of the trust’s assets. 94 vin22943_ch03_087-128.indd 94 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions Managed funds use the services and skills of professional investment managers or fund managers. The fund managers seek to maximise the return they can achieve on investment portfolios and therefore move very large volumes of investment funds around the globe, as if they were playing a game of monopoly. The driving forces behind the growth of managed funds have been: • • • • deregulation of the flow of funds in the international capital markets a more affluent population an ageing population where individuals are enthusiastically saving for their retirement from the workforce more highly educated investors with increased financial knowledge, which leads them to seek more diverse and sophisticated investment opportunities. 3.2.1 Structure of the managed funds sector Managed funds provide a range of investment structures and opportunities for an investor. Managed funds gather the savings of individuals and then invest the accumulated amount of funds in various asset classes in the domestic and international money markets and capital markets. The main categories of managed funds are: • • • • • • • Cash management trusts (see Section 3.3) Public unit trusts (see Section 3.4) Superannuation funds (see Section 3.5) Statutory funds of life offices (see Section 3.6) Hedge funds (see Section 3.8) Common funds. These are operated by trustee companies. They combine the funds of beneficiaries into an investment pool and invest those funds in specified asset classes. Common funds are different from unit trusts in that they do not issue units to investors. Solicitor firms often offer mortgage trusts through a common fund. Friendly societies. A mutual organisation that provides investment and other services, such as insurance, sickness and unemployment benefits, to its members. Friendly societies’ investment products include the issue of bonds that invest in a range of asset classes, such as cash, fixed-interest trusts, equity and property. 3.2.2 Sources and uses of funds A managed fund is not a financial intermediary, but rather provides direct access to a wide range of investment opportunities, including the wholesale investment markets. Wholesale markets were discussed in Chapter 1. Managed funds derive their funding from the specific contractual commitments of investors. These may be in the form of either periodic payments into the fund (e.g. superannuation) or, alternatively, a single payment or premium (e.g. an insurance policy). A large managed fund will typically allocate a portion of its total asset portfolio to several professional fund managers. This is both a risk management and a performance management strategy. Risk is diversified between a number of fund managers; therefore, if one manager experiences a poor investment return for the fund, other managers should offset that poor performance. Similarly, each 95 vin22943_ch03_087-128.indd 95 01/09/19 09:21 PM Part 1 Financial institutions fund manager will have a competitive incentive to achieve higher returns; otherwise the services of the fund manager may be dispensed with. Each professional fund manager will: • • • • • • invest in asset types authorised under the trust deed for the particular fund. For example, a fund may be authorised to invest in commercial property balance investments within their portion of the fund. For example, a fund manager will usually maintain a diversified portfolio of assets (such as shares) within the asset class authorised in the trust deed reinvest income and any capital gains in the fund restructure the asset portfolio based on forecast changes in the financial markets and the economy. For example, an expectation that interest rates might change may cause the fund manager to sell assets that could adversely be affected by an interest rate change provide financial advice to the fund trustee periodically report to the fund trustee. Table 3.1 demonstrates the remarkable growth that has occurred in managed funds in Australia. Managed funds have increased from $345 billion in March 1995 to $3171 billion at the end of 2017. Table 3.1 Managed funds, Australia ($ million, December 1995, 2010 and 2017) 1995 2010 2017 124 183 241 013 242 070 91 330 206 771 192 812 155 992 1 087 458 2 520 130 44 217 308 534 356 033 Cash management trusts 7 455 39 313 35 695 Common funds 4 884 10 005 10 776 Friendly societies 8 300 6 252 7 263 Total of all funds 345 031 1 692 575 3 171 967 Statutory funds of life offices Statutory funds (superannuation) Superannuation funds Public unit trusts SOURCE: © Commonwealth of Australia There are a number of different types of managed funds. These types of funds are defined by the nature of the assets held in the fund: • • • • capital guaranteed funds capital stable funds balanced growth funds managed growth or capital growth funds. Managed funds offer members a choice of investment strategies to meet their particular risk and liquidity preferences. For example, it might be reasonable for a person nearing retirement to want to minimise risk exposure and adopt a conservative investment strategy in order to protect their funds. On the other hand, a young person may wish to take a more aggressive risk strategy to try and maximise the return over the longer term. Therefore, managed funds may be categorised by the investment risk profile of the different types of funds on offer. In some cases, however, there may be a marked difference between what the fund is called and the nature of the risks that are borne by investors. 96 vin22943_ch03_087-128.indd 96 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions 3.2.3 Capital guaranteed funds A capital guaranteed fund aims to provide investors with positive returns while protecting their investment from downside losses. Despite being ‘capital guaranteed’, the investor’s capital is at risk and the Australian Securities and Investments Commission (ASIC) has undertaken an analysis of these products to determine whether the terms used to describe the funds are subject to misinterpretation by investors. The structure of these products can be quite complex, and can involve sophisticated derivatives investments and dynamic hedging strategies layered on top of investments in low-risk assets such as bonds. During periods of market volatility, there is the risk of capital losses and investors may not always achieve the outcome they expected, particularly if they fail to understand the nature of the product in which they have invested. Sometimes, products such as insurance or savings annuities are advertised as capital guaranteed or capital protected. These are not to be confused with a capital guarantee fund offering the type of product described above. 3.2.4 the capital invested exhibits low variability because the fund invests mainly in lowrisk securities Balanced growth fund investments target longer-term income streams supported by limited capital growth Managed growth or capital growth funds A managed growth fund is designed to maximise the return from capital growth; that is, funds managers are looking for an appreciation in the value of assets held in an investment portfolio. The proportion of equity in a managed growth fund portfolio is considerably higher than it is in the balanced growth funds, and the equity segment also includes a greater range of risk securities. While the risk of the portfolio is higher than for any of the other types of funds, managed growth funds provide the opportunity of potentially higher returns. Investors in managed growth funds will generally have a higher propensity to accept risk and will usually have a longer-term investment horizon. Now that we understand the purpose and function of managed funds, we will look at the following: • • • • Capital stable fund Balanced growth funds A balanced growth fund aims at delivering a longer-term income stream and some capital appreciation or growth. The investment strategies of this type of fund are more aggressive than for a capital stable fund, with assets diversified across a greater risk spectrum. Their portfolios include money-market instruments, some government securities, property and a relatively high proportion of domestic and foreign equities. On average, the assets of the balanced growth funds are subject to greater market fluctuations. An investor in this type of fund typically has a longer-term investment horizon, or is willing to accept a higher level of investment risk. 3.2.6 a fund that offers the potential of positive returns while putting in place strategies to protect investors’ capital from downside losses Capital stable funds A capital stable fund aims to at least secure contributors’ investment, but the fund does not provide an explicit or implicit capital guarantee. Capital stable funds will invest in defensive assets that have low volatility and lower expected returns. A small portion of the portfolio may be invested in riskier assets such as shares. 3.2.5 Capital guaranteed fund Managed growth fund invests to obtain greater return through capital growth; lower income streams cash management trusts public unit trusts superannuation funds life insurance and general insurance offices. 97 vin22943_ch03_087-128.indd 97 01/09/19 09:21 PM Part 1 Financial institutions REFLECTION POINTS • • • • • Managed funds include cash management trusts, public unit trusts, superannuation funds, statutory funds of life insurance offices, common funds and friendly societies. Financial market deregulation, ageing populations, a more affluent population and more highly educated investors have driven growth in this sector. Managed funds accumulate savings (e.g. superannuation contributions or investors buying units in a trust). The funds are invested using professional fund managers. Fund managers invest funds in authorised assets, balance their portfolios, reinvest income and capital gains, provide advice and periodically report to the fund. Types of managed funds are categorised by their investment risk profile, being capital stable funds, balanced growth funds, managed or capital growth funds. 3.3 LEARNING OBJECTIVE 3.3 Discuss the purpose and operation of cash management trusts and public unit trusts. Cash management trust (CMT) invests the accumulated savings of individuals mainly in wholesale money-market securities Cash management trusts A cash management trust (CMT) is a mutual investment fund, often managed by a financial intermediary within the terms of a specific trust deed. The trust deed sets out the rules under which the CMT is to be managed, including the manager’s responsibility for the day-to-day operation of the trust, and provides for a trustee to be responsible for the supervision of the trust. The deed also specifies the maximum management fees that may be charged. The CMT deed defines the types of assets in which the trust may invest. The assets are generally restricted to short-term money-market instruments. Some funds specialise in short-term-to-maturity government and semi-government securities, while others have a broader portfolio, including bills of exchange, promissory notes and certificates of deposit (these securities are discussed in Chapter 9). Table 3.2 shows the main types of investments held by cash management trusts in Australia. Table 3.2 Cash management trusts (Australia): Assets as at December 2017 $ million Cash and deposits Bills of exchange 26 310 0 Other assets 9 385 Total assets 35 695 SOURCE: © Commonwealth of Australia Cash management trusts provide a high degree of liquidity for the investor. Investments are primarily in bank deposits and money-market securities. It is to be expected that the weighted average maturity of investments held in a CMT will be measured in days. The money markets provide a range of short-term investment opportunities; however, the money markets are essentially a wholesale market—that is, most transactions are high value and are carried out by institutional investors such as fund managers. The CMT provides an opportunity for the smaller individual investor to obtain indirect access to money-market investments. The CMT gathers the savings of investors and invests those accumulated savings in money-market securities. A significant growth area in the use of the CMT has been within the stockbroking industry. With the introduction of electronic settlement arrangements for the sale and purchase of securities traded on 98 vin22943_ch03_087-128.indd 98 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions a stock exchange, the CMT has generally been adopted as the account through which settlement occurs. Investors hold surplus funds in a CMT with their stockbroker in anticipation of conducting future transactions on the stock exchange. Also, when a shareholder sells shares, the funds will be credited to the CMT held with the stockbroker. Typical features attached to a CMT held with a stockbroker include: • • • • • no entry, exit or account-keeping fees 24-hour electronic access personalised cheque book free periodical payment service direct crediting of dividends and unit trust distributions. REFLECTION POINTS • • • • A cash management trust (CMT) typically invests the majority of its funds in money-market securities such as bills and commercial paper. A CMT provides retail investors with access to the wholesale money markets. Funds invested in a CMT are very liquid and normally can be withdrawn on 24 hours’ notice. Stockbrokers quite often provide CMT accounts for their clients to enable the value settlement of share trading transactions. 3.4 Public unit trusts A public unit trust is an investment fund established under a trust deed whereby the trust sells units in the trust to investors. The trustee, known as the responsible entity, is responsible for the management of the trust and the investment of the pooled funds of the unit holders in accordance with the specified asset classes listed in the trust deed. The trustee will normally appoint several fund managers who will be authorised to invest funds on behalf of the trust. The trust will also specify how unit holders may sell their units in the trust. The four main types of public unit trusts are defined by the assets accumulated in the fund: • • • • property trusts equity trusts mortgage trusts fixed-interest trusts. Property trusts invest in industrial, commercial, retail and residential property. A particular trust may invest only in residential rental properties, while another may invest in shopping centres, another in hotels and another in central business district properties. The potential investment choices are quite wide, and the nature of the unit trust, whereby investors purchase a limited number of units in the trust, means that the investors gain access to investment opportunities that they may not be able to afford to purchase direct from the market. For example, an individual person generally cannot afford to buy a shopping centre complex; however, individuals are able to buy units in a trust that invests in shopping centres. Similarly, an equity trust may invest in different equity markets, including the local share market or any number of international share markets. The fund may invest in particular industry sectors, such as stocks in the banking sector or the mining sector. One fund may invest only in industrial stocks, while another may invest in resource stocks. Funds will generally specify if they are income or growth funds. Income funds invest in stocks that produce higher dividend returns, while growth funds seek to achieve greater capital gains in the value of the portfolio. Equity trusts are particularly useful for investors wishing to gain access to the international share markets. Generally, an individual investor will not have the same level of knowledge about the international share markets as they may have about their local share market. The trustee of an equity trust will appoint fund managers who have an intimate knowledge of particular international markets. LEARNING OBJECTIVE 3.3 Discuss the purpose and operation of cash management trusts and public unit trusts. Public unit trust investors purchase units in a trust; the pooled funds are invested in asset classes specified in the trust deed Property trusts invest in different types of property specified in the trust deed; includes industrial, commercial and retail property Equity trust invests in different types of shares listed on stock exchanges (e.g. industrial, resources, emerging markets) 99 vin22943_ch03_087-128.indd 99 01/09/19 09:21 PM Part 1 Financial institutions Mortgage trust invests in mortgages registered as loan securities over land Fixed-interest trust invests in a range of debt securities such as government and corporate bonds Listed trust the units of a trust are listed and traded on a stock exchange Unlisted trust to sell units, a unit holder must sell them back to the trustee after giving the required notice Mortgage trusts invest in mortgages issued by borrowers. A mortgage is a registered security taken by a lender over the land of a borrower. The majority of mortgages will be ‘first mortgages’, where the mortgagee has first claim over the title to the land in the event that the mortgagor defaults on the loan. Fixed-interest trusts invest in a range of bonds issued by governments or corporations. For example, a fund may purchase Treasury bonds issued by the government or debentures issued by listed corporations. These instruments are discussed in Chapters 12 and 10 respectively. The funds may also invest in securities issued in the domestic capital markets and the international capital markets. There has been an enormous growth in public unit trusts. Table 3.3 compares the situation in Australia in 1995 and 2017. The amount invested in public unit trusts has increased from about $40 billion to approximately $350 billion. Table 3.3 categorises property and equity unit trusts as listed trusts and unlisted trusts. With a listed trust, the units of the trust are listed and traded on a stock exchange. A unit holder who wishes to sell units held in a listed trust simply sells them through their stockbroker on the stock exchange at the current market price. With an unlisted trust, a unit holder who wishes to dispose of units held in a trust is required to sell them back to the trustee, after giving the required notice of intention to sell under the terms of the trust deed. With the unlisted trust, it is possible that the trustee may not be able to obtain enough liquidity to buy back the units, particularly in a volatile falling market. Table 3.3 Public unit trusts (Australia): Assets as at December 2017 ($ million) Type of trust 1995 2017 17 000 183 037 2 129 7 273 1 079 55 362 • unlisted 16 571 88 264 Mortgage trusts 1 904 194 Other trusts (including fixed-interest trusts) 5 534 21 903 44 217 356 033 Property trusts • listed • unlisted Equity trusts • listed Total SOURCE: © Commonwealth of Australia The distinction between listed and unlisted trusts is important. For example, this was highlighted in Australia during the late 1980s when, in an environment of falling property prices, the valuations of most property trusts were marked down. This caused a significant demand for withdrawals by unit holders who wanted to exit the trusts before they experienced further write-downs. The unlisted trusts were generally unable to meet the demand for a large number of simultaneous withdrawal requests as, quite reasonably, the trusts did not hold cash reserves to the extent of the withdrawal demand. Many trusts began to impose a withdrawal notice period, which had the effect of stopping immediate withdrawals. It also served to signal to investors what should have been obvious all the time: that unlisted property trusts should not be seen as highly liquid investments. As a result of that experience, a majority of property trusts are now listed on the stock exchange. With a listed trust, the market determines the value of the units issued by a trust. The listed unit trust is not involved with trading in existing units and therefore is not exposed to the demand for liquidity that may be necessary for an unlisted trust. It is interesting to compare the use of listed property trusts against the proportion of listed equity trusts in Table 3.3. The value of listed equity trusts is relatively small. This reflects the liquidity characteristics of the underlying assets. Because property typically is not a liquid asset, it is desirable to list the units on 100 vin22943_ch03_087-128.indd 100 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions a stock exchange, thus creating a more liquid financial security. On the other hand, shares held by equity trusts are generally highly liquid and therefore it is not as necessary to list the equity trust itself. The growth in public unit trusts over the past two decades is not surprising. Professionally managed public unit trusts represent an attractive investment option for an ageing population, as well as the growing number of more educated, affluent investors. REFLECTION POINTS • • • • • • • • • A public unit trust is formed under a trust deed. The trustee, known as the responsible entity, manages the trust and ensures the pooled funds are invested according to the terms of the trust deed. The trust deed specifies the types of assets in which the trust will invest. A property trust will invest in specified types of property, such as residential property, hotels and shopping centres. An equity trust will invest in specified shares listed on local or international stock exchanges, such as industrial or emerging market shares. A mortgage trust will invest in mortgages registered over land and the property thereon. A fixed-interest trust will invest in debt securities such as government bonds or corporate bonds. With a listed trust, the units are listed on a stock exchange and may be sold by the unit holder through the exchange at the current market price. With an unlisted trust, a unit holder must sell their units back to the trustee. The trust needs sufficient liquidity to meet this demand. 3.5 Superannuation funds In the international markets, financial institutions and financial instruments are sometimes referred to by different names, even though they are very similar. Superannuation funds, pension funds and provident funds are terms used in different countries to describe essentially the same type of institution. For example, the market convention in the USA is to use the term pension fund, while in Singapore the market might refer to the Central Provident Fund. In Australia, the convention is to describe the institution as a superannuation fund. Superannuation refers to specific savings accumulated by individuals in order to maintain their lifestyle after retirement from work. When people leave the workforce they typically no longer receive the regular income streams that have been a pattern of their working lives. This is a significant and often traumatic change that should be planned for over an extended period prior to retirement. Depending on the age at retirement, an individual may reasonably expect to live more than 30 years in retirement. In some countries individuals must fund their own retirement, while in other countries, such as Australia, age pension entitlements are available from the government. However, these entitlements are restrictive and generally are not sufficient to allow an individual to live in the manner to which they may have been accustomed. With many countries experiencing an ageing population, it is probable that governments may provide less support for retirees into the future. Therefore, superannuation savings will be essential for younger people currently in the workforce. For most individuals the secret to accumulating sufficient retirement funds is progressive longterm savings. However, for young people entering the workforce, retirement seems a long way off and thus saving for retirement is not seen as a priority. Therefore, many countries have introduced different compulsory superannuation savings schemes. While compulsory-superannuation-type schemes are an excellent government policy decision, most schemes will not provide sufficient retirement incomes to fund existing lifestyles. Additional savings will be required. LEARNING OBJECTIVE 3.4 Describe the nature and roles of superannuation funds, including the primary sources of superannuation funds and the different types of fund. Superannuation savings accumulated by an individual to fund their retirement from the workforce Age pension a limited regular income stream paid by a government to older retired persons 101 vin22943_ch03_087-128.indd 101 01/09/19 09:21 PM Part 1 Financial institutions Superannuation funds gather long-term savings and are increasingly important in providing a significant proportion of funds that are available within the financial system for investment within an economy. Such long-term investment facilitates economic growth, which in turn leads to positive economic and social outcomes such as a higher standard of living and higher levels of employment. Using Australia as an example, Table 3.4 shows the contribution of superannuation savings. Superannuation assets of around $1700 billion represent a significant and growing level of savings within the context of a small, open economy such as Australia. Table 3.4 Superannuation assets and entities (Australia) as at December 2017 Superannuation fund classification Entities with more than four members Pooled superannuation trusts Assets ($ billion) 1 696.4 207 147.1 39 2.1 2 079 Small APRA funds Self-managed superannuation funds 721 Balance of life office statutory funds 592 658 56.1 2 614.5 Total Number of entities 595 014 SOURCE: © Australian Prudential Regulation Authority [2018] In Table 3.4, APRA classifies superannuation funds as: • • • • • Entities with more than four members: regulated superannuation entities with more than four members. Pooled superannuation trusts (PSTs): trusts in which regulated superannuation funds, approved deposit funds and other PSTs invest. Small APRA funds: superannuation entities regulated by APRA with less than five members. Self-managed superannuation funds: superannuation funds regulated by the Australian Taxation Office that have fewer than five members, all of whom are trustees. Balance of life office statutory funds: assets held for superannuation or retirement purposes in statutory funds of life insurance companies. The balance of life office funds includes annuities and assets backing non-policyholder liabilities. These products are regulated under the Life Insurance Act 1995. 3.5.1 Sources of funds Superannuation funds accept and manage contributions from their members. As superannuation represents long-term savings for retirement, the majority of fund members make regular periodic contributions to their superannuation fund over an extended working life. The superannuation funds invest the accumulated contributions. Income derived from investing those contributions is also added to the superannuation savings. Although APRA does not separate retail, corporate, industry and public sector superannuation funds, we find it useful to segment regulated superannuation entities with more than four members based on their sources of funds. We therefore consider the following groups of superannuation funds and sources of funds within the superannuation system: • • • • • corporate funds, industry funds and public sector superannuation funds compulsory superannuation funds retail superannuation funds self-managed superannuation funds rollover funds. 102 vin22943_ch03_087-128.indd 102 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions Corporate funds, industry funds and public sector superannuation funds A corporate superannuation fund provides benefits to employees of a particular corporation. Industry superannuation funds had their origins in providing benefits to employees working within a particular industry and public sector superannuation funds provide benefits to government employees. These superannuation funds may be contributory or non-contributory. With a contributory fund, both the employer and the employee make specified contributions to the fund. With a non-contributory fund, only the employer makes payments into the fund on behalf of the employees. Often, government employers do not make direct contributions to public sector superannuation funds, but rather meet ongoing superannuation commitments from future taxation receipts. For example, universities in Australia offer contributory superannuation schemes whereby the university (employer) contributes the equivalent of 17.00 per cent of an academic’s salary, and the academic contributes a further 7.00 per cent from their salary. On the other hand, a corporation is more likely to offer a non-contributory scheme, with the corporation only contributing the required 9.50 per cent compulsory contribution. Corporate superannuation fund Compulsory superannuation funds a governmentsponsored fund established for the benefit of government employees In many countries around the world the average age of the population is increasing. An ageing population presents a twofold problem: an employer contributes to a fund established for the benefit of an employee; employee may also contribute to the fund Industry superannuation fund similar to a corporate fund, but the fund is established for all employees in a specific industry Public sector superannuation fund 1 More people will be retiring from the workforce in the near future, and improved living standards mean that they will live much longer than in the past. These people will require access to funds in order to maintain a reasonable lifestyle. 2 Many governments have traditionally provided support for the aged from taxation receipts. However, as the aged leave the workforce, the proportion of the total population still actively working and contributing to the tax base will fall. At the same time there will be increased demand for aged support services such as hospitals and nursing homes. At some time in the future governments may not be able to fund directly all the necessary services. A number of countries have implemented compulsory superannuation schemes in an attempt to deal with this problem in the longer term. Compulsory superannuation schemes differ considerably between countries; for example, in Singapore the current scheme requires employers to contribute the equivalent of 20.00 per cent of an employee’s earnings and employees a further 16.00 per cent. In Australia, the current compulsory superannuation scheme is known as the superannuation guarantee charge (SGC). The scheme was implemented on 1 July 1992 and phased in over a 10-year period; it is designed to encourage an increase in the level of retirement savings and gradually to reduce the burden of an ageing population on the social security system, by ensuring that employers provide a required level of superannuation support to their employees. Employers who pay the required level of superannuation into a complying superannuation scheme do not need to pay the SGC to the Australian Taxation Office. The SGC is therefore a penalty taxation charge made on employers who do not contribute to their employees’ superannuation. From 1 July 2002, employer contributions on behalf of employees were set at the equivalent of 9.00 per cent of an employee’s wages or salary. This has had an ongoing impact on the flow of funds through the financial system and on the amount of funds available for capital investment. As shown in Table 3.4, total superannuation funds are currently more than $2 trillion. However, for a number of years there has been debate about the adequacy of the 9.00 per cent SGC. In late 2011, the government introduced the Superannuation Guarantee (Administration) Amendment Bill. The amendments to the legislation proposed the gradual increase in the SGC from 9.00 per cent to 12.00 per cent by 2019. In 2014, the government opted to slow the growth of this change by keeping the SGC constant at 9.50 per cent for the years between 2014 and 2021. Only after 2021 would the increase resume, finally reaching 12.00 per cent in 2025 or six years later than originally proposed. In Australia, the government has also introduced taxation incentives that make it attractive for individuals to contribute additional funds into superannuation. For example, contributions and Superannuation guarantee charge (SGC) the compulsory superannuation scheme operating in Australia 103 vin22943_ch03_087-128.indd 103 01/09/19 09:21 PM Part 1 Financial institutions earnings of a superannuation fund are taxed at a concessional 15.00 per cent taxation rate. When a superannuation fund member reaches age 60 and the fund operates in pension mode, earnings and withdrawals are tax free. Perhaps the greatest incentive to the large numerical increase in private superannuation funds is the concern that compulsory superannuation will not be sufficient to fund a comfortable lifestyle in retirement; additional savings are required. Retail superannuation funds Retail superannuation funds are operated by financial institutions and membership is open. Anyone can join a retail superannuation fund. These funds are run ‘for-profit’ by the financial institutions who charge a fee on capital invested and take a percentage of the investment earnings. This distinguishes them from industry funds, which are often run on a ‘not-for-profit’ basis on behalf of the fund’s members. Retail funds are a popular choice for many individuals and account for around one-fifth of Australia’s superannuation savings. Individuals seeking to exercise their freedom of choice in the superannuation sector may transition out of an industry or corporate fund and into a retail fund or a self-managed superannuation fund. Their superannuation contributions and those of their employer will now be directed to the retail fund or the self-managed fund. Self-managed superannuation funds Approximately 30.00 per cent of Australia’s superannuation savings are managed in self-managed superannuation funds (SMSFs). These funds are regulated by the Australian Taxation Office (ATO), which also collects and publishes statistics that provide an overview of some of the more interesting characteristics. The most eye-catching fact about self-managed superannuation is the large amount of money that resides in SMSFs. This is more than $700 billion and a substantial proportion, more than $150 billion, is invested in cash. This has proven to be a useful buffer against financial crises and stock-market crashes but one might question whether the portfolios are, on average, too conservative. Although there has been substantial growth in the SMSF sector, an overly conservative asset allocation may lead us to expect SMSFs to make up a smaller and smaller percentage of the total superannuation savings over time if the earnings in other fund types compound faster during market uptrends than SMSFs, despite SMSFs being competitive at protecting the invested capital during periods of crisis through substantial cash allocations. SMSF investors are not completely averse to risk. More than $200 billion is invested in shares listed on the ASX and a further $20 billion is invested in listed trusts. In fact, despite presumably being set up to afford the investor more control over the investment decisions, SMSFs invest approximately $100 billion in listed and unlisted trusts and other managed investments. About $110 billion is invested in residential and non-residential property. Collectables, government bonds and other debt securities and overseas-based investments do not figure prominently in the asset allocations of SMSFs. The aggregated picture reflected by the ATO’s statistics and confirmed by academic research is that SMSFs invest predominantly in shares and cash, with most of the remainder of the portfolios allocated to managed investments and property. Most SMSF trustees are the trustees of their own superannuation funds and are middle-aged or older. Less than one-fifth of the almost 600 000 SMSFs are managed by people aged 44 or less. Half of the trustees are over 55. This tends to explain the somewhat conservative asset allocation profile that characterises the SMSF sector. Investors who are closer to retirement must take steps to protect their retirement savings. This is particularly the case for those individuals who are on lower-to-medium incomes. The taxable income of approximately one-quarter of SMSF members is less than $20 000. More than half of SMSF members report taxable income of less than $60 000. Of course, these figures reflect the age distribution of SMSF members, many of whom are possibly already in some form of retirement from the workforce. SMSFs have enjoyed an uncontroversial existence. There has been no major scandal associated with SMSFs and some might be willing to conclude that this is adequate demonstration that people are capable of looking after their own affairs when their retirement incomes are at stake. This being 104 vin22943_ch03_087-128.indd 104 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions said, SMSFs do present both regulatory and policy issues. The portfolios are conservative but some evidence suggests that they are not well managed. In particular, there is evidence to suggest that the equity component of SMSF portfolios contains too few investments in too few industrial sectors to be considered well diversified. As a consequence, SMSFs may be exposed to individual company-specific risks that could be avoided by better managing the portfolios’ diversification. SMSFs also represent a significant potential customer base for the financial services industry. The portfolio management of SMSFs and innovations in the products that are specifically offered to SMSF trustees are two areas that may present challenges to regulators and policy makers. Rollover funds An individual who changes jobs or retires early may need to retain accumulated superannuation entitlements in a prescribed superannuation arrangement. Such prescribed arrangements are set by the government to ensure that individuals retain their superannuation savings until retirement age, and also to ensure the continuation of the concessional taxation environment for superannuation funds. The vehicle through which these benefits may be preserved is called a rollover fund. For example, in Australia an individual who moves from one job to another may roll over their existing superannuation as an eligible termination payment (ETP). An ETP includes a payout from a superannuation fund if a person withdraws from that fund, plus other amounts directly related to a person’s termination of employment, such as a financial inducement paid for early retirement and retrenchment benefits. 3.5.2 Defined benefit funds and accumulation funds Superannuation funds offer members a choice of investment strategies to meet their particular risk and liquidity preferences. For example, it might be reasonable for a person nearing retirement to want to minimise risk exposure and adopt a conservative investment strategy in order to protect their accumulated superannuation balances. On the other hand, a young person may wish to take a more aggressive risk strategy to try and maximise the return over the long term. The different types of managed funds were discussed in Section 3.2 and included capital stable funds, balanced growth funds and managed growth funds. The net amount of funds paid to a fund member is also dependent upon the type of superannuation fund. Superannuation funds are described as either defined benefit funds or accumulation funds. A defined benefit fund is a superannuation fund that may be offered by an employer to employees. As the name implies, a defined benefit scheme is one in which the amount of the benefit paid to a member on retirement is calculated based on a formula stated at the time the member joins the fund. The final superannuation payout is normally calculated on the basis of the specified factor times the employee’s average salary over the final year, or few years, of employment, multiplied by the number of years of fund membership. Should the performance of the investments in the defined benefit fund not be sufficient to meet the defined payout, the employer must make good the shortfall. With this type of fund the investment risk falls directly on the employer. In recent years many employers have transferred this risk exposure by encouraging employees to move to, or only offering, accumulation funds (also known as defined contribution schemes). An defined contribution fund gathers in the contributions of the employer and the employee and invests those funds on behalf of the superannuation fund member. At retirement, the total amount of superannuation funds available to the member is the accumulated sum of contributions plus investment earnings, minus expenses and taxes. There is no defined payout; the amount received depends totally on the investment performance of the fund. In other words, the investment risk lies with the fund member. Defined contribution schemes are the predominant type of superannuation fund today. Rollover fund holds existing eligible termination payments within the regulated superannuation environment Eligible termination payment (ETP) superannuation funds due on termination of employment, plus related redundancy payments Defined benefit fund the amount of superannuation paid to an employee on retirement is based on a defined formula Defined contribution fund the amount of superannuation funds available at retirement consists of past contributions plus earnings, less taxes and expenses 105 vin22943_ch03_087-128.indd 105 01/09/19 09:21 PM Part 1 Financial institutions 3.5.3 Regulation By the early 1990s, the Commonwealth Government had developed a retirement income policy to address a range of issues, including low levels of national savings, an ageing population and declining labour participation rates. Legislative initiatives were implemented to raise retirement savings and reduce future dependence on social security age pensions. In 1992, the current compulsory superannuation arrangements were implemented (these were discussed above). The Superannuation Industry (Supervision) Act 1993 (Cwlth) (SIS) and the Income Tax Assessment Act 1936 are the two principal pieces of legislation that directly affect the operation of superannuation funds. The SIS is the governing legislation for the regulation of complying superannuation funds that receive concessional taxation treatment. APRA has responsibility for the prudential supervision of superannuation funds, while ASIC has an associated responsibility for market integrity and consumer protection, which includes superannuation products. Superannuation funds are trusts established under a trust deed. The trustee is the responsible entity and as such has a fiduciary duty of care to ensure that the fund is managed for the benefit of its members. The Superannuation Industry (Supervision) Act establishes an overarching test that must be applied to superannuation investments: the sole purpose test. The sole purpose test requires a superannuation fund to invest in a range of assets that seek to achieve the member’s established risk and liquidity preferences. The purpose is to provide the member with funds for retirement. The concessional taxation treatment of complying superannuation funds relates primarily to a 15.00 per cent tax rate applied to fund contributions, earnings and realised capital gains. There are, however, limitations on the amount an individual can contribute to a superannuation fund annually. Superannuation fund members can withdraw their superannuation funds as a pension, or in a lump sum, tax free once they reach age 60. REFLECTION POINTS • • • • • • • Superannuation funds, provident funds or pension funds accumulate retirement savings of individuals. Superannuation funds may be classified as corporate funds, industry funds, public sector funds, retail funds, small regulated funds and self-managed funds. Superannuation savings come from a number of sources, including employer contributions, employee contributions, compulsory superannuation contributions, personal contributions and eligible rollover funds. Many countries are experiencing a demographic shift to an ageing population. Some have introduced compulsory superannuation schemes to ensure people fund at least part of their own retirement. In Australia, employers are required to pay the equivalent of 9.50 per cent of an employee’s wage or salary into a superannuation fund in the employee’s name. A fund may be a defined benefit fund or a defined contribution fund. At retirement, a defined benefit fund pays a lump sum or pension based on a predetermined formula, whereas a defined contribution fund pays the accumulated contributions and earnings of the fund, less expenses and taxes. Superannuation funds in Australia are supervised by APRA. A concessional taxation rate of 15.00 per cent applies to contributions and earnings of a fund. Funds may be withdrawn tax free after age 60. 106 vin22943_ch03_087-128.indd 106 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions 3.6 Life insurance offices Life insurance offices are contractual savings institutions. The liabilities of insurance offices are defined by contracts in which, in return for the payment of specified periodic cash flows, the policyholder will be entitled to a determinable benefit following the occurrence of a specified future event or condition. The main contract offered by a life insurance office is described as an insurance policy. The cost of an insurance policy is the premium paid. The premium is usually paid annually until the policy matures or is terminated. Typically, in return for payment of the premium, a policyholder or a beneficiary will receive a payment upon death or disablement, or at a nominated maturity date, subject to the terms and conditions of the insurance policy. From an economic point of view, insurance premiums represent a form of savings. The accumulated savings derived from the premium payments received by a life office are invested in a wide range of asset classes. The return received on those investments is used to make payment to an insured policyholder or beneficiary if an event specified in the insurance policy occurs. For example, a specified event may be the death of the insured. Life insurance offices are also providers of superannuation or retirement savings products, and therefore accumulate and invest the superannuation savings of individuals. In Australia, superannuation represents over 87.00 per cent of the assets of life insurance offices’ statutory funds. Statutory funds are funds established within a life insurance office that hold, and therefore separate, the assets backing policyholder liabilities from the other assets of the life insurance office. The inflow of funds to a life insurance office is typically regular, relatively predictable and long term. This gives the life insurance offices, in aggregate, a very stable source of funds. Their payment flows to policyholders and superannuation fund members can be reasonably well predicted on an actuarial basis and generally are not subject to erratic, seasonal fluctuations. Therefore, life insurance offices are able to invest a large proportion of their funds in long-term securities. For example, as indicated in Table 3.5, life insurance offices in Australia are large investors in equities, unit trusts, longterm securities and property, in both the domestic and international markets, with over $240 billion in total funds invested. LEARNING OBJECTIVE 3.5 Define life insurance offices and general insurance offices, and explain the main types of insurance policies offered by each type of insurer. Premium the amount paid by the buyer of a contract, such as an option or an insurance policy Policyholder the person who takes out an insurance policy that covers a defined risk event Beneficiary the party who is entitled to receive payment under the terms of an insurance policy Table 3.5 Life insurance offices (Australia): Statutory funds as at December 2017 Statutory funds $ millions Cash and short-term investments 14 552 Long-term securities 21 243 Equities and unit trusts Land and buildings 180 275 81 Overseas assets 14 742 Other assets 11 178 Total assets 242 071 SOURCE: © Commonwealth of Australia Each country has its own legislative and regulatory supervision requirements for life insurance offices. In Australia, the prudential supervisor of life insurance offices is the Australian Prudential Regulation Authority (APRA). As the prudential supervisor of insurance offices, APRA regulates them in the same manner as it does the commercial banks, particularly with regard to capital 107 vin22943_ch03_087-128.indd 107 01/09/19 09:21 PM Part 1 Financial institutions adequacy requirements and liquidity management (discussed in Chapter 2). The principal legislation is the Life Insurance Act 1995 (Cwlth). This legislation covers the licensing and control of life insurance offices. 3.6.1 Life insurance policies As the name implies, a life insurance policy provides a named beneficiary with a financial payment in the event of the death of the policyholder. Alternatively, the policyholder may receive payment if some other defined event occurs, such as a permanent disability. As discussed below, some life insurance policies also make a payment if the policyholder survives to a nominated age, such as 65 years. In a competitive market, each life insurance office offers a range of different policies that will incorporate a selection of terms and conditions. The basic insurance policy products offered by a life insurance office include: • • • • • • whole-of-life policy term-life policy total and permanent disablement policy trauma policy income protection policy business overheads insurance policy. Whole-of-life policy Whole-of-life policy a life insurance policy that incorporates a risk component and an investment component, thus accumulating bonuses and a surrender value Investment component allows periodic bonuses to accumulate on a whole-of-life insurance policy Risk component the cost of the actual life insurance cover as determined by an actuary Term-life policy life insurance cover for a fixed amount and a predetermined period The whole-of-life policy is a long-term life insurance policy. The policy will pay the sum insured, plus bonuses, on the death of the policyholder. The whole-of-life policy incorporates a special feature—an investment component—that affects the amount paid on the death of the policyholder. The life insurance office invests the periodic premiums paid by the policyholder. The returns on investment will, typically, be higher than the risk component of the policy and therefore a surplus is accumulated in the life insurance office statutory fund. The surplus is returned to the policyholder in the form of bonuses that are attached to the policy. Therefore, the policy will pay both the sum insured and the total bonuses attached to the policy. Should the policyholder get into financial difficulty and not be able to pay the premiums on the policy, the accumulated bonuses may be used to offset the outstanding premium payments due. A whole-of-life policy, over time, acquires a surrender value—that is, an amount that will be paid if the policy is cancelled by the policyholder. Term-life policy The term-life policy pays a specified benefit to a nominated beneficiary on the death of the insured, if that death occurs during the term of the policy. The term-life policy is for a predetermined period and does not include an investment component. The term-life policy is often more attractive than the whole-of-life policy. It allows the policyholder to obtain financial protection for the nominated beneficiary over that period in the policyholder’s life when personal debt commitments are high. For example, a married couple with children may have outstanding debts on their house and car, and are planning to send their children to private schools. If the main income earner died during this period, the surviving family members may experience severe financial hardship. The amount of insurance cover taken with a term-life policy should be at least sufficient to cover these and any other forecast debt exposures. Premium payments are made by the policyholder to the life office during the term of the policy. The policy may require regular, periodic fixed premium payments for the term of the policy. Alternatively, the premiums may be stepped over time, whereby the premium increases progressively during the term of the policy. This form of premium reflects more closely the increasing level of risk of death over time. 108 vin22943_ch03_087-128.indd 108 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions A feature that is available with a term-life policy is the indexation of the sum insured. Generally, the policyholder is given the option to increase the amount of life cover each year during the term of the policy. A prospective policyholder should clearly understand exclusions that are incorporated in a termlife policy. For example, cover will not be extended to the insured in the event of suicide occurring within a specified period from the commencement of the policy. Also, a policyholder is required to advise the insurer of any pre-existing health and physical conditions and may be required to undergo a medical examination. The insurer may not cover those conditions. Similarly, if the policyholder dies as a result of an undeclared pre-existing condition, coverage may be excluded. If a policyholder is injured or dies as a result of a riot, a terrorist act or war, the cover may be limited or unavailable. Total and permanent disablement insurance Total and permanent disablement insurance is often taken as an extension to a life insurance policy. It would seem prudent and logical to cover the situation in which death does not occur but serious injury results. This is quite often the case, for example, in a car accident. The injury suffered may be such that the policyholder is no longer able to work. A total and permanent disablement policy will pay a specified amount, either as a lump sum or as an annuity, if an injury causes total and permanent disablement to the policyholder. Therefore, the definition of a total and permanent disablement is critical in determining whether an insurance claim will be paid or not. The definition is, at best, very restrictive. Before taking this type of insurance, one should be aware of the limitations associated with disablement insurance. The restrictiveness of a policy will vary between insurers. It is necessary to read a policy proposal very carefully. In general terms, a total and permanent disablement will be determined within the constraints of either: • • Total and permanent disablement insurance insurance policy covering loss of limbs or total inability to resume an occupation Annuity a series of cash flows of equal amount, equally spaced over time the total and permanent loss of the use of a combination of two of the following: hands, feet and/or eyes; or total and permanent disablement resulting from an injury, accident or illness whereby the insured is unable to carry out the normal functions of their usual occupation. This measure will usually be subject to a range of conditions. Trauma insurance Another type of insurance policy that can be attached to a life policy is trauma insurance. With trauma insurance, the life insurance office will make a lump-sum payment to the insured in the event of a specified trauma occurring. Examples of trauma events include cancer, heart attack, HIV, major body parts failure and terminal disease or illness. Again, as with all insurance, the extent of coverage of a policy, definitions of events and terms and conditions need to be examined with great care. For example, at what point is a heart attack a trauma event under a policy? Trauma insurance a lump-sum payment made if a specified trauma event, such as a stroke, occurs Income protection insurance Serious injury, illness or redundancy may result in an individual being unable to work for an extended period of time. Income protection insurance offers a periodic payment of an amount up to 75.00 per cent of average pretax income, for a predetermined period. The amount paid will be offset by any other related payments received, such as workers’ compensation, and will be confined to the length of time specified in the policy. Again, this type of policy will vary between insurers. Given the nature of this type of policy, a policyholder must ensure that a policy includes a guarantee of policy renewal by the life insurance office. Business overheads insurance An extension of an income protection policy may be necessary where an individual runs their own business. Business overheads insurance provides coverage for strictly defined, normal day-to-day operating expenses such as telephones, electricity, insurance premiums, bank interest and fees, office cleaning and administrative personnel. Income protection insurance payment of a limited income stream if the insured is unable to work in the event of illness or accident Business overheads insurance coverage of specified day-to-day operating expenses in the event of business disruption 109 vin22943_ch03_087-128.indd 109 01/09/19 09:21 PM Part 1 Financial institutions REFLECTION POINTS • • • • • Life insurance offices are contractual savings institutions; that is, their liabilities are defined by insurance contracts that provide a determinable payout if a specified event occurs. The cost of the policy is the periodic premium paid. Life insurance offices are large investors in the financial markets, particularly in longer-term debt and equity securities. A whole-of-life policy is a long-term life insurance policy that pays a beneficiary the sum insured, plus bonuses derived from an investment component, on the death of the policyholder. The policy may accrue a surrender value. A term-life policy also pays the sum insured but does not incorporate an investment component. This is a fixed-term policy that is used to cover that period of a person’s life when they have high personal debt commitments. Life insurance offices provide a range of other insurance policies, including total and permanent disablement, trauma, income protection and business overheads insurances. Policyholders need to understand the policy exclusions and limitations. 3.7 LEARNING OBJECTIVE 3.5 Define life insurance offices and general insurance offices, and explain the main types of insurance policies offered by each type of insurer General insurance offices General insurance policies cover specified risks and provide a promise to pay the insured a predetermined amount in the event that the peril that is insured against occurs. These funds include medical insurance, motor vehicle insurance, travel insurance, public liability insurance and house and contents insurance. Since insurance premiums are paid in advance, general insurers have substantial amounts of funds to invest. However, because of the uncertain nature of the risks that are underwritten in general insurance policies, claims are less predictable than those of life insurance offices. Thus, general insurers tend to invest a larger proportion of their assets in shorter-term, highly marketable securities. They will typically invest significant amounts in money-market assets such as bills of exchange, commercial paper and certificates of deposit. These are very liquid assets that can easily be sold should the insurance company need to raise cash to meet claims against insurance policies. 3.7.1 General insurance policies General insurance offices provide a wide range of risk insurance products. Policies offer protection to individuals in the retail market and to businesses in the commercial market. This section considers two of the principal insurance policy types: • • house and contents insurance motor vehicle insurance. House and contents insurance Co-insurance clause if an asset is underinsured, the policy will cover only the proportional value insured House insurance provides financial protection to the insured in the event of loss or damage to a residential property. Typically, a policy will provide insurance cover up to a specified amount. The insured must ensure that the amount of the cover is sufficient to replace or rebuild the property covered in the policy. Under-insurance is a significant issue. Policies generally incorporate a co-insurance clause, which means that the general insurance office will pay a claim only up to the proportional insurance coverage. For example, if a house is insured for $400 000 but the replacement cost is determined to be $500 000, then under a co-insurance clause the house is covered for only 80.00 per cent of any loss. 110 vin22943_ch03_087-128.indd 110 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions If an event occurs that is covered under the policy that causes, say, $100 000 damage to the property, the general insurance office will pay only $80 000. The policyholder is said to have self-insured for the remaining 20.00 per cent of the damage. Under-insurance can therefore be very expensive. The range of events covered under a policy varies between insurers. The following is a list of perils that an insurer may include in house and contents insurance policies: • • • • • • fire or explosion natural disasters such as lightning strike, flood and earthquake malicious acts, riots, civil commotion theft by persons other than residents external impact storm and water damage. Contents insurance policies usually provide new-for-old replacement value. Specified items and items over a certain value may need to be listed in a schedule attached to the policy. For example, valuable paintings or antiques may need to be catalogued and listed on the schedule. Expert written valuations of the items will usually be required. House insurance policies typically incorporate public liability insurance coverage up to a specified amount. Public liability insurance covers injury or death to a third party visiting the named property that may result from negligence on the part of the property owner or occupier. For example, if, in the dark, a visitor to a house falls down steps leading from the house, and if it can be shown that the lighting was defective, the visitor may have a claim against the property owner. Motor vehicle insurance Accidents do happen, particularly when it comes to road transport. The owner or driver of a vehicle has the choice of a number of motor vehicle insurance policies, each providing a different level of cover. The highest level of cover is provided by a comprehensive insurance policy. A comprehensive motor vehicle policy covers damage to the named vehicle, as well as damage to any third-party vehicles and property. Motor vehicles are generally covered for market value, although it is possible to negotiate a higher cover if necessary. A lesser level of cover is available with a third-party, fire and theft policy. With this type of policy, the named vehicle is covered only for damage or loss associated with fire or theft of the vehicle. Damage to any third-party vehicles and property is covered. A third-party policy only covers damage or loss to a third-party vehicle or property, but does not cover the vehicle of the insured. The cost, or premium, for the above motor vehicle insurance policies reduces as the level of coverage or protection reduces. Also, the more expensive the vehicle owned, the more prudent it is to take higher insurance cover. Finally, within the Australian market there is compulsory third-party insurance. All vehicle owners must pay for this insurance cover when they pay their annual vehicle registration. The policy covers any legal liability for bodily injury caused by a motor vehicle accident. The cover varies between states; some require proof of driver negligence, while others are on a no-fault basis. Public liability insurance covers injury or death of a third party due to negligence of a property owner or occupier Comprehensive insurance policy covers damage to the insured vehicle, plus third-party vehicle or property damage Third-party, fire and theft policy policy covers only fire or theft of the insured vehicle, plus third-party vehicle or property damage Third-party policy policy covers only third-party vehicle or property damage Compulsory thirdparty insurance covers legal liability for bodily injury resulting from a motor vehicle accident REFLECTION POINTS • • General insurance provides financial protection against an insured event (e.g. travel or medical insurance). House and contents insurance protects against loss or damage to a residential property, up to a specified amount, caused by a range of perils specified in the policy, such as fire, flood or theft. The policy will include a co-insurance clause. The policy should also include public liability insurance, which covers negligent injury to third parties. continued 111 vin22943_ch03_087-128.indd 111 01/09/19 09:21 PM Part 1 Financial institutions continued • Motor vehicle insurance includes (1) comprehensive insurance, which covers damage to the named vehicle, plus damage to third-party vehicles or property, (2) third-party fire and theft, which covers damage to the named vehicle from fire or theft, plus damage to third-party vehicles or property, and (3) third-party policy, which does not cover the named vehicle, but covers damage to third-party vehicles and property. 3.8 LEARNING OBJECTIVE 3.6 Discuss hedge funds, including their structure, investors, investment strategies and risk. Hedge funds invest in exotic financial products mainly for high-networth individuals and institutional investors Hedge funds A hedge fund typically uses so-called sophisticated investment strategies and exotic investment products to try and achieve higher returns on investments. Therefore, a hedge fund investment is generally regarded as a higher-risk asset in an investment portfolio. Hedge funds will tend to specialise in different types of financial instruments. These include equity, foreign exchange, bonds, commodities and derivatives. The hedge fund sector is generally divided into (1) single-manager hedge funds and (2) fund of funds. The main difference is that the fund of funds invests in a number of single-manager funds; that is, the fund of funds attempts to diversify its fund investments across a number of funds. Hedge funds may be offered and managed by individual managers or financial institutions, particularly investment banks. Individual managers usually have a very high profile and an established reputation in the financial markets. Similarly, investment banks employ individuals with specialist skills, but offer the extra protection of operational transparency; that is, they keep investors informed. Hedge funds use their reputation to attract funds, as investors perceive the manager (individual or investment bank) to have superior skills, particularly in relation to sophisticated investment strategies and the use of exotic investment products. Hedge funds obtain their funds from institutional investors, high-net-worth individuals and retail investors. In particular, superannuation funds and life insurance offices are a major source of institutional funds. Institutional investors seek to manage the risk and return structure of their investment portfolios by adding hedge fund investments to a portfolio. Retail investors may invest in hedge funds in some countries, such as Australia, but are excluded from this type of investment in the USA. If a hedge fund makes an offer to retail investors in Australia, the fund must meet the same regulatory requirements that are applicable to any other type of retail fund, such as an equity unit trust. A hedge fund may choose to list on a stock exchange. This will provide a secondary market that will allow a hedge fund investor to buy and sell units in the fund. As such, a listed fund may be much more liquid in that the price of the units in the hedge fund will move with current market valuations. An expectation of investors is that hedge funds will achieve positive returns in both an upward- and a downward-moving market. This is in contrast to the traditional funds management outcome where a portfolio, on average, increases with an upward-moving market, but decreases with a downward-moving market. While this expectation is possible, clearly it will be dependent on the skills of the hedge fund manager to outperform the market. A hedge fund may seek to leverage investment opportunities by borrowing large amounts of debt, over and above the funds lodged by the hedge fund investors. Also, a typical hedge fund will leverage a position by using derivative products. Derivative products—such as options, forward and futures contracts—may be bought or sold to take either a short or a long position in the equity market or the foreign exchange market. For example, a hedge fund that takes a short position will either sell forward shares, or use a derivative such as an option or futures contract that it forecasts will fall in price. Alternatively, the fund may buy shares it forecasts will rise in price by using either borrowed funds or 112 vin22943_ch03_087-128.indd 112 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions derivative products. Note that with a derivative product, the fund may only need to pay a premium for an option contract, or a deposit margin for a futures contract; that is, the full value of the shares does not need to be paid during the term of the contract. If the share price moves up or down as forecast, the fund will take a profit and not have to pay the full amount at all. (The operation of derivative contracts is discussed in detail in Part 6.) In the above examples, the profit potential to the hedge fund is multiplied by the high level of leverage taken. Of course, the level of risk is also much higher. REFLECTION POINTS • • • • • A hedge fund seeks to achieve above-average returns using sophisticated investment strategies and exotic investment products. Funds are often highly leveraged by using borrowed funds or derivative products, and are invested in equities, foreign exchange, bonds, commodities and derivatives. Single-manager funds or fund of funds may be managed by a high-profile individual or a financial institution such as an investment bank. Hedge fund investors may be institutional investors, high-net-worth individuals or retail investors. Hedge funds should be regarded as a higher-risk investment. 3.9 Finance companies and general financiers Finance companies and general financiers borrow funds in the domestic and international financial markets in order to provide loans to their customers. They do not accept deposits from the general public. Finance companies emerged largely in response to regulatory constraints that existed in the previously highly regulated banking sector, where interest rate ceilings and lending directives were often imposed on commercial banks by regulators. Constraints placed on banks created an opportunity for the development of institutions that could conduct business outside the regulated banking sector. In order to circumvent regulatory ceilings placed on bank deposit and lending interest rates, and constraints on their ability to lend to higher-risk borrowers, the banks took a major role in the ownership and funding of finance companies. 3.9.1 LEARNING OBJECTIVE 3.7 Explain the principal functions of finance companies and general financiers, and the changes that have had an impact on finance company business. Sources of funds and uses of funds There is a direct correlation between the rise and fall in the relative importance of finance companies and general financiers and the process of deregulation of the banking sector. For example, in Australia in 1955 these institutions represented only 3.00 per cent of the total assets of financial institutions, but by 1980 their market share had risen to 13.00 per cent. However, with the deregulation of the interest rate and portfolio restrictions on commercial banks, the finance companies’ share of total assets declined continuously, and in 2017 stood at less than 2.00 per cent. The main sources of funds of these institutions are from borrowings from related corporations, loans from banks and borrowing direct from the domestic and international money markets and capital 113 vin22943_ch03_087-128.indd 113 01/09/19 09:21 PM Part 1 Financial institutions markets. The high level of funding obtained from related corporations derives from the fact that a number of finance companies are subsidiaries of a parent company. For example, as mentioned above, many finance companies are subsidiaries of commercial banks. Other finance companies have parent companies that are manufacturers, such as motor vehicle manufacturers. In both instances, the parent company may provide a large amount of the funds required by the finance company from its own balance sheet. Another significant source of funds has been the increased use of offshore funding following deregulation of capital flows in the international markets and the floating of the exchange rates of major currencies. On the asset side of the balance sheet, the main categories of business of the finance companies and general financiers are: • • • • loans to individuals instalment credit to finance retail sales by retail stores lease financing loans to business, including bills finance, term loans, wholesale financing or floor plan financing, factoring and accounts receivable financing. These lending products are discussed in detail in Chapters 9 and 10. 3.9.2 Sector structure Clearly, the finance company and general financier sectors of the market have experienced considerable change. There has been an enormous contraction in finance companies in particular. Participants in the market can be classified into one of three broad categories: 1 diversified finance companies that provide a wide range of lending products 2 manufacturer-affiliated companies whose business is almost exclusively involved with the financing of the sale of the parent manufacturers’ products; for example, motor vehicles 3 niche specialists, which tend to be relatively small independent companies that have developed an expertise in one aspect of lending, such as lease financing (see Chapter 10). Examples of finance companies that operate in Australia include: • ESANDA: owned by the Australia and New Zealand Banking Group; a leading provider of vehicle and equipment finance solutions and fixed-interest investments. • MyFord Finance: owned by Ford Motor Company; mainly provides financing for products of the parent company. • RACV Finance Limited: a vehicle roadside service organisation that has diversified into the provision of financial products. A full list of registered financial corporations operating in Australia may be found at www.apra.gov.au. REFLECTION POINTS • • • These institutions borrow funds in the local and international money and capital markets and use those funds to provide loans and lease financing mainly to individuals and small and medium-sized businesses. The finance company sector has contracted as commercial banks have become more competitive in the deregulated environment. A number of finance companies specialise in niche areas of the market, such as motor vehicle financing and lease financing. 114 vin22943_ch03_087-128.indd 114 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions 3.10 Building societies Building societies are an example of a niche financial institution that evolved to meet a specific market need during the period of heavy regulation of commercial banks. This type of institution is not found in all countries; rather, it is found in certain countries where there is a large demand for finance to buy residential property and the demand is not able to be fully met by the banking sector. The main activities of building societies are to accept deposits from individuals and to provide mortgage finance primarily for owner-occupied housing; that is, building societies gather in savings from their depositors and provide loans to their customers to purchase residential property. In Australia as at December 2017, the building society sector held $12.1 billion in balance-sheet assets. Over 80.00 per cent of liabilities required to fund the balance sheet came from deposits from customers. Residential lending represented 73.00 per cent of total assets. However, since 2007 there has been a significant decline in the number of building societies operating in Australia (from 14 to 4). This is due to consolidation within the sector and the fact that many building societies have re-branded themselves as mutual banks. It is interesting to consider the changes that have occurred in the building society sector in Australia, as it demonstrates the direct impact of changing regulation on the structure of the financial system. Originally, the growth of building societies resulted from portfolio and interest rate restrictions imposed by the Reserve Bank on the activities of savings (commercial) banks, which were the major providers of residential mortgage finance. Building societies were not regulated by the Reserve Bank and were able to offer—and charge—more market-related interest rates than could the commercial banks. The market rates paid on deposits by the building societies increased their liability base, thus providing more available funds for mortgage lending. With the progressive deregulation of product and interest rate controls over the banks, building societies came under greater competitive pressure and lost substantial market share. Their responses to the increased competition from the banks include the following: • • • LEARNING OBJECTIVE 3.8 Outline the roles and relative importance of building societies and credit unions, and analyse the significant changes that have occurred in these sectors. Building societies authorised deposittaking institutions that primarily give loans to customers to buy residential property Smaller building societies merged with a view to rationalising administrative and other costs. Improved technology was adopted with the aim of reducing costs and improving services to customers. Diversifying the products and services offered to members, such as an increase in lending to small businesses, credit card facilities and personal term loans. • The most important response of many building societies was to seek regulatory approval and become a commercial bank. This final response has had a significant impact on the building society sector and is largely responsible for the overall decline in total assets of the sector. The largest building societies progressively converted to banks, and now form a large proportion of the regional bank sector in Australia. A number of other building societies that converted to banks have subsequently been taken over by larger commercial banks. Building societies are authorised deposit-taking institutions (ADI) and as such are regulated and supervised by APRA. Essentially, APRA applies the same prudential and reporting standards to the building societies as to the commercial banks. These requirements were discussed in Chapter 2—in particular, the capital adequacy and liquidity management requirements. REFLECTION POINTS • • • Building societies accept deposits from customers and provide personal finance to individual borrowers, particularly housing finance, but also term loans and credit card finance. In Australia, the building society sector contracted significantly as the banking sector was deregulated. Many building societies merged and eventually converted into commercial banks. Building societies are authorised deposit-taking institutions that are regulated by APRA. 115 vin22943_ch03_087-128.indd 115 01/09/19 09:21 PM Part 1 Financial institutions 3.11 LEARNING OBJECTIVE 3.8 Outline the roles and relative importance of building societies and credit unions, and analyse the significant changes that have occurred in these sectors. Credit unions authorised deposittaking institutions that accept retail deposits and provide loans to members Common bond of association members are drawn together from a common background of work, industry or community Credit unions Credit unions provide deposit and loan products for their members. The strength of credit unions derives mainly from a common bond of association of its members. The common bond of association may be based in employment, industry or the community. For example, the Shell Employees’ Credit Union is an employer-based credit union; the Maroondah Credit Union is a community-based credit union; and the Industries Mutual Credit Union is an industry-based institution. Credit unions obtain the majority of their funds from deposits lodged by their members. To a limited extent, they supplement their deposit base by borrowing from other credit unions, or issuing promissory notes and other securities into the financial markets. Many credit unions are able to attract deposits inexpensively through automatic customer payroll deductions. This is an arrangement whereby an employee authorises an employer to forward part of their salary each pay day to an account held with a nominated credit union. On the asset side of their balance sheets, credit unions provide loans to members for residential housing, personal term loans, credit card facilities and limited commercial lending to small businesses. Another attraction offered to members is an automatic bill payment facility against the member’s credit balance. The credit union sector in Australia has more than $38 billion in assets (December 2017). Like building societies, the 10 years up to 2017 saw a significant decline in the number of credit unions operating in Australia. This was due to consolidation in the sector and to the re-branding of credit unions as banks. In 2007, there were 141 credit unions in Australia. At the end of 2017, there were 54. Over the same period, the number of domestic banks in Australia increased from 9 to 28. Credit cooperatives are authorised deposit-taking institutions and as such are regulated and supervised by APRA. The regulator applies the same prudential and reporting standards to credit unions as to banks and building societies. These requirements were discussed in Chapter 2—in particular, the capital adequacy and liquidity management requirements. REFLECTION POINTS • • • LEARNING OBJECTIVE 3.9 Describe the unique role of export finance corporations. Export finance corporations government authorities that provide finance and insurance support and services to exporters Credit unions accept deposits from their members and provide loans to those members, including housing loans, term loans and credit card finance. Members of a credit union tend to have a common bond of association. This may be based on the members’ employer, the industry in which they work or the community in which they live. In Australia, credit unions are authorised deposit-taking institutions and are regulated by APRA. 3.12 Export finance corporations Nation-states generally support economic growth by encouraging increased exports of goods and services. Many countries have therefore established export finance corporations. These organisations are government authorities that provide financial support and services to exporting corporations in a nation-state. In Australia, the official export credit agency is the Export Finance and Insurance Corporation (EFIC). The role of EFIC is to facilitate and encourage Australian export trade through the provision of trade insurance and other trade-related financial services and products. EFIC is constituted under 116 vin22943_ch03_087-128.indd 116 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions the Export Finance and Insurance Corporation Act 1991 (Cwlth). Through its charter, EFIC encourages Australian international trade by: • • • insuring Australian suppliers of goods and services against non-payment guaranteeing trade finance for the purchase of Australian goods and services insuring Australian firms that invest in enterprises overseas against the political risks associated with such investments • lending directly to overseas borrowers in support of particular classes of capital goods and services transactions • indemnifying financial transactions of insurers that provide bonds or guarantees to overseas buyers, and providing performance bonds in support of Australian export contracts • insuring Australian suppliers of goods and services against the unfair calling of such bonds or guarantees. There is a continual demand for export credit. This is particularly true for the export of capital and semi-capital goods, where the terms of payment and financing facilities can be just as important as price. To be successful in international markets, exporters need access to payments insurance, guarantees and bonding, and loan facilities that compete with those available to overseas competitors. Exporters wishing to compete successfully in overseas markets sometimes need to offer deferred payment terms; however, this increases the risk exposure to non-payment. EFIC provides protection against this risk. Where applicable, EFIC makes loans for export sales of capital equipment and services at concessional rates of interest. An EFIC loan is usually made to the buyer or to its financier in the buyer’s country. For government and public sector buyers in countries that are recipients of Australian aid, mixed credits may be made available—that is, EFIC finance combined with aid funds. REFLECTION POINTS • • • Export finance corporations typically encourage export trade through the provision of trade insurance and financial services and products to corporations. Export finance corporations are often able to provide exporters with innovative trade finance solutions that may not be available through other financial institutions. In Australia, the official export credit agency is the Export Finance and Insurance Corporation (EFIC). CASE STUDY THE HEDGE FUND SECTOR In Chapter 3, we discussed different types of managed funds, among which are the famously secretive hedge funds. The first hedge fund manager, Alfred Winslow Jones, started a business with $100 000 and began generating extraordinary profits through the 1950s and 1960s (Mallaby, 2010). Ever since, the industry has captured interest and generated curiosity. The annual rich list of top hedge fund earners published by Institutional Investors features four hedge fund managers who made more than $1 billion in 2017, with other top hedge managers 117 vin22943_ch03_087-128.indd 117 01/09/19 09:21 PM Part 1 Financial institutions earning more than 65 times the median pay of CEOs from the top 100 US companies (Frank, 2018). Investors are often mesmerised by these figures and take a plunge into the sector, relying on the stature and profile of these managers, which are often enhanced by the complexities of hedge fund strategies. The role of regulators has always been crucial in determining the development of the industry. The scant regulation was one of the main elements that paved the way for the development of the industry. According to industry estimates in 2008, the hedge fund industry’s assets under management had grown to $2.5 trillion, actually performing well during the GFC. Regulatory bodies have moved to tighten their hold over the sector due to fears that a collapsing fund may damage the entire financial system. Frauds and Ponzi schemes that emerged after the GFC, such as the Madoff investment scandal in late 2008, prompted further regulatory attention (Cumming, 2010). Apart from the regulatory changes, the acceptability of exchange-traded funds and index funds proved detrimental to the hedge sector. In the words of Jack Bogle, investor and founder of Vanguard, ‘In hedge fund investments, people have been paying very high fees for poor performance, which resulted in disenchantment, especially among institutional investors’. The dissatisfied customers were lured into the Exchange Traded Fund (ETF) industry which offered better returns with lower fees (Chris, 2017). Despite the fact that the hedge fund sector is glorified by the large incomes earned by its most prominent fund managers, the overall trend is not positive, with the withdrawal of major investors including major pension funds such as Calpers. The legendary investor Warren Buffett, who has always been a strong critic of hedge fund managers and their promises of outperforming the market, made a bet with the fund manager Protégé Partners in 2007 that his S&P 500 index fund would beat a basket of hedge funds. Buffett’s index fund earned 7.10 per cent per annum over 10 years, beating a return of 2.20 per cent per annum earned by the basket of hedge funds, winning a million dollar bet (to be donated to charity) in 2017 (Akin, 2018). References: Cumming, D & Dai, N 2010, ‘Hedge fund regulation and misreported returns: Hedge fund regulation and misreported returns’, European Financial Management, 16(5), 829-857. doi:10.1111/j.1468036X.2010.00576. Frank, R 2018, ‘These hedge fund managers made more than $3 million a day last year’, CNBC, https:// www.cnbc.com/2018/05/30/these-hedge-fund-managers-made-more-than-3-million-a-day-last-year. html Mallaby, S 2010, More money than God: Hedge funds and the making of the new elite, Bloomsbury, UK. Newlands, C 2017, ‘Jack Bogle: ETFs have beaten hedge funds’, Financial Times, 4 March, https://www. ft.com/content/68123fe6-ff68-11e6-96f8-3700c5664d30 Oyedele, A 2018, ‘Warren Buffett has won his $US1 million bet he made against the hedge fund industry 10 years ago’, Business Insider Australia, 3 January, viewed 15 October 2018, https:// www.businessinsider.com.au/warren-buffett-wins-million-dollar-bet-against-hedge-funds-20181?r=US&IR=T Discussion points • • • Highlight the reasons behind the success of hedge funds at the time of the sub-prime mortgage crisis. What are the aspects that necessitated strong regulatory involvement in the hedge fund industry? What are the factors that are causing a downturn for the hedge fund industry? 118 vin22943_ch03_087-128.indd 118 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions LEARNING OBJECTIVE 3.1 Describe the roles of investment banks, with an emphasis on the nature of their off-balance-sheet business, in particular mergers and acquisitions. • • • • • • A wide range of non-bank financial institutions has evolved within the financial system in response to changing market regulation and to meet particular needs of market participants. Investment banks play an extremely important role in the provision of innovative products and advisory services to corporations, high-net-worth individuals and government. The structure of investment banks is characterised by a division of activities between front office (trading, investment banking, investment management, research), middle office (risk measurement, risk management) and back office (accounting, audit, compliance). Investment banks raise funds in the capital markets, but are less inclined to provide intermediated finance for their clients; rather, they advise their clients and assist them in obtaining funds directly from the domestic and international money markets and capital markets. Investment banks specialise in the provision of off-balance-sheet products and advisory services, including operating as foreign exchange dealers, advising clients on how to raise funds in the capital markets, acting as underwriters and assisting clients with the placement of new equity and debt issues, advising clients on balance-sheet restructuring, evaluating and advising on corporate mergers and acquisitions, identifying and advising on potential spin-offs, advising clients on project finance and structured finance, providing risk management services and advising clients on venture capital. CHAPTER THREE REVIEW Master before you move on An investment bank may advise a corporation on all aspects of a merger and acquisition proposal. This is a situation in which one company seeks to take over another company. The merger may be friendly or hostile, and strategically may be a horizontal takeover, a vertical takeover or a conglomerate takeover. The merger will seek to achieve synergy benefits, such as economies of scale, finance advantages, competitive growth opportunities and business diversification. LEARNING OBJECTIVE 3.2 Explain the structure, roles and operation of managed funds and identify factors that have influenced their rapid growth. • • • Managed funds are a significant and growing sector of the financial markets due, in part, to deregulation, ageing populations, a more affluent population and more highly educated investors. The main types of managed funds are cash management trusts, public unit trusts, superannuation funds, statutory funds of life offices, common funds and friendly societies. Managed funds may be categorised by their investment risk profile, being capital stable funds, balanced growth funds or managed or capital growth funds. LEARNING OBJECTIVE 3.3 Discuss the purpose and operation of cash management trusts and public unit trusts. • • • • Cash management trusts are highly liquid funds that allow individual retail investors to access the wholesale money markets. Public unit trusts allow investors to purchase units in a trust that is controlled by a trustee under the terms of a trust deed. The trustee (responsible entity) arranges for the pooled funds of the trust to be invested by selected fund managers in specified asset classes. Public unit trusts include property trusts, equity trusts, mortgage trusts and fixed-interest trusts. Unit trusts may be listed on the stock exchange or they may be unlisted. 119 vin22943_ch03_087-128.indd 119 01/09/19 09:21 PM Part 1 Financial institutions LEARNING OBJECTIVE 3.4 Describe the nature and roles of superannuation funds, including the primary sources of superannuation funds and the different types of fund. • • • • • • • • Superannuation funds facilitate savings by individuals for their future retirement. Types of superannuation funds include corporate funds, industry funds, public sector funds, retail funds, small regulated funds and self-managed funds. Sources of superannuation savings include employer contributions, employee contributions, compulsory superannuation contributions, personal contributions and eligible rollover funds. Many countries are experiencing a demographic shift to an ageing population. Some countries have introduced compulsory superannuation schemes to ensure people fund at least part of their own retirement. In Australia, employers must contribute the equivalent of 9.50 per cent of an employee’s wage into a superannuation account in the name of the employee. The superannuation funds receive concessional taxation treatment. A defined benefit scheme pays a superannuation amount on retirement based on a defined formula, while a defined contribution fund pays the accumulated balance. APRA is the prudential supervisor of most superannuation funds. LEARNING OBJECTIVE 3.5 Define life insurance offices and general insurance offices, and explain the main types of insurance policies offered by each type of insurer. • • • • • • • • • • Life insurance offices are contractual savings institutions. They generate funds primarily from the receipt of premiums paid for insurance policies written. Life insurance offices are also major providers of superannuation savings products. Whole-of-life insurance policies include an insurance risk component and an investment component. The policy will accumulate a surrender value over time. A term-life policy provides life insurance cover for a specified period. If the policyholder dies during that period, a predetermined amount is paid to the named beneficiary. Related insurance policies include total and permanent disablement insurance, trauma insurance, income protection insurance and business overheads insurance. The regulator of life insurance offices is APRA. General insurance offices also generate funds from premiums paid on insurance policies. General insurance policies include house and contents insurance. Policyholders need to be aware of the co-insurance clause and the amount of public liability cover. Motor vehicle insurance includes comprehensive, third-party fire and theft, third party only and compulsory third-party insurance. LEARNING OBJECTIVE 3.6 Discuss hedge funds, including their structure, investors, investment strategies and risk. • • • • A hedge fund seeks to achieve above-average returns using sophisticated investment strategies and exotic derivative investment products; as such, they are higher-risk investments. Hedge funds are often highly leveraged by using borrowed funds or derivative products; they invest in equities, foreign exchange, bonds, commodities and derivatives. Single-manager funds, or fund of funds, may be managed by a high-profile individual or a financial institution such as an investment bank. Hedge fund investors may be institutional investors, high-net-worth individuals or retail investors. 120 vin22943_ch03_087-128.indd 120 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions CHAPTER THREE REVIEW LEARNING OBJECTIVE 3.7 Explain the principal functions of finance companies and general financiers, and the changes that have had an impact on finance company business. • • • Finance companies provide loans to individuals and businesses, including lease finance, floor plan financing and factoring. Deregulation of commercial banks has resulted in a significant decline in finance companies. Many finance companies are now operated by manufacturers, such as car companies, to finance sales of their product. LEARNING OBJECTIVE 3.8 Outline the roles and relative importance of building societies and credit unions, and analyse the significant changes that have occurred in these sectors. • • • The majority of building society funds are deposits from customers. Residential housing is the main form of lending. Credit unions’ funds are sourced primarily from deposits of members. Housing loans, personal loans and credit card finance are available to their members. A defining characteristic of a credit union is the common bond of association of its members, usually based on employment, industry or community. LEARNING OBJECTIVE 3.9 Describe the unique role of export finance corporations. • • Government agencies play an important role in providing financial services to the corporate sector to support the export of goods and services. The official Australian agency is the Export Finance and Insurance Corporation (EFIC), which provides trade insurance and trade-related financial services and products. Extended learning LEARNING OBJECTIVE 3.10 Understand project finance and structured finance, and the related roles of investment banks. Project finance and structured finance Project finance Project finance is an interesting and complex area of finance. Project finance supports economic growth within a country in that it enables important developments and infrastructure projects to proceed. Such projects include the building of power stations, toll roads and tunnels, the extraction of minerals, heavy industry and processing plants, tourist resorts and casinos. Investment banks have developed expertise in the provision of advisory services for their corporate and government clients on the structuring and financing of major projects. The possible finance and ownership structures and the range of risks associated with project finance are quite extensive. This extended learning section will give you an understanding of the main features of project finance and structured finance. Project finance financing large projects where loan repayments are based on the future cash flows of the completed project Distinguishing features The key difference between project finance and most other forms of lending is that, with project finance, the lenders determine their participation primarily on the basis of the expected future cash 121 vin22943_ch03_087-128.indd 121 01/09/19 09:21 PM Part 1 Financial institutions flows and assets of the project. There is only a secondary reliance on the balance sheets and financial positions of the project sponsors. Figure 3A.1 provides a simplified conceptual framework that diagrammatically represents a basic project finance structure. As indicated in Figure 3A.1, a corporation or syndicate of corporations that implements a project is known as the project sponsor. Figure 3A.1 Conceptual project finance structure Comp Sponsors Equity letion guara ntees Dividends Debt Project company Syndicate lenders Loans repayments Cash flows Project Project sponsors the originators and equity providers of a project Contractors, suppliers, buyers Project sponsors, as the project originators, take an equity position in the project. For example, the sponsors may form a project company to build, own and operate the project. The sponsors will inject equity into the project company by buying shares in the company. The remainder of the funding for the project will come from loans provided by a syndicate of lenders. The debt will eventually be repaid from the future cash flows that the completed project will generate. Within the context of the simple structure in Figure 3A.1, a number of acronyms have evolved which describe different structures that may be used in project finance. These include ‘build, own, operate and transfer’ (BOOT) structures, ‘build, own and operate’ (BOO) structures and ‘build, operate, lease and transfer’ (BOLT) structures. A BOOT structure may be a project such as a toll road; a project company builds the road and operates the toll road for a specified number of years, at which date the road is transferred back to the government. A BOO structure may be used for a project such as a power station; the project company builds the station and continues to operate the station for the productive life of the facility. A BOLT structure will include capital leasing arrangements. A number of projects are completed in partnerships between the public sector and the private sector. These are referred to as ‘public-private partnership’ structures. Characteristics that distinguish project financing from more traditional methods include the following: • • • • The project company is established as a separate legal entity, and it relies very heavily on debt financing. Project financing generally provides up to 75.00 per cent of the total capital requirements. The remainder of the funding consists of equity and subordinated debt contributed by the project sponsors. The debt of the project company is separate from the project sponsors’ other business obligations. The lenders’ security is usually limited to the assets of the project company, and does not include the assets of the project sponsors. However, sponsors generally provide various completion and performance guarantees. Commitments from related third parties are sought as credit support for the project. Support may be in the form of specific performance guarantees. Third parties may include suppliers, intending purchasers of the project’s output and government authorities. 122 vin22943_ch03_087-128.indd 122 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions Project finance loans are generally for a considerably longer term than is usually available through finance provided by banks and other intermediaries. Debt is on a ‘limited recourse’ or ‘non-recourse’ basis. The recourse provisions are important, because they specify the rights of the lenders from project commencement up to the time when the project is built and begins to generate positive cash flows. Under non-recourse lending, lenders are totally dependent on the project’s future cash flows for interest payments and the eventual repayment of the debt. During the total life of the loan the lenders have no recourse to other repayment sources, including the project’s sponsors. Nonrecourse lending is most unlikely to be provided by banks. In so far as it is available, it has been from major corporate investors. Where bank finance is involved, it is almost always limited recourse lending. While the particular recourse arrangements vary widely, lenders typically have very tightly defined and restricted access to the sponsors for loan repayments prior to project completion. Once the project is complete, the lenders have recourse only to the project’s cash flows and assets. Non-recourse lending the lender is totally reliant on future project cash flows for loan repayments Limited recourse lending Completion is said to occur when construction is finished, the project is operational and specified cash-flow levels are achieved. For example, with a toll road, completion is said to occur when the road has been built, is open for public use and is generating a required level of revenue from vehicle tolls. lenders have certain claims on the assets of the project sponsors if project cash flows fail to achieve specified levels Participants Project completion Projects are typically very large and extend over many years before completion. Often they require hundreds of millions of dollars in finance. Given their size, most project undertakings are jointly owned and controlled. Some of the advantages of joint ownership include: point at which a project is built and is generating a prescribed level of cash flows • • • The project development risk is shared between the joint owners. This is particularly important where the sponsors have provided completion guarantees to the project lenders. CHAPTER THREE REVIEW • • Joint ventures between parties bring different sets of skills to the project. These include both specialist operational skills and specialist financial skills. The project size may well require a greater financial and managerial capability than can be provided by a single sponsor. Greater sponsor expertise and commitment will encourage project lenders. In addition to the project sponsors, the investment banks are essential in that they will facilitate syndicated loans, partly through bill acceptance facilities, term loans and overdraft facilities. More importantly, the investment banks will assist the project company with the issue of debt securities directly to the capital markets. The size of a project will normally require a syndicate of lenders, whereby several financial institutions form a syndicate to share the risk of providing project finance. The syndicate of banks will use the standing of the banks in the financial markets to access funds in the domestic and international capital markets. Syndicates are also able to raise loans in currencies that match the currencies that will be earned once the project cash flows are positive. This minimises the foreign exchange (FX) risk exposure of the project’s earnings. (Chapter 17 discusses FX risk exposure and its management.) Where the development and operation of a project involves the leasing of assets, lessor partnerships form another party to the project. The key suppliers of equipment to the project may also be important providers of funds. Indeed, the availability and terms of funding associated with a lease may determine the ultimate choice of equipment used for the project. Project finance is a highly specialised task. Both financial and technical expertise is required by the lending syndicate to assess the potential productive capacity of the project and the length of the development period before a positive cash flow can be expected, and to establish appropriate guarantees from other participating parties. In order to achieve this, the syndicate of investment banks will bring together the specialist engineers, environmentalists, marketing consultants, financial consultants, auditors, accountants, taxation experts and legal counsel necessary when drafting the project ownership agreements and loan documentation. Syndicated loan the provision of loan funds by a group of financiers for a single project Leasing the borrowing of an asset in return for lease payments, rather than borrowing the funds to purchase the asset 123 vin22943_ch03_087-128.indd 123 01/09/19 09:21 PM Part 1 Financial institutions Structured finance Structured finance funding provided for major infrastructure projects Structured finance is the term applied by the market to complex infrastructure funding arrangements; essentially, it is a specialist area of project finance. However, there are a number of characteristics of structured finance that tend to differentiate it from other forms of project finance. These include: • • • • • Infrastructure provides the essential major connectors for economic capital and activity, such as power, water and roads. Infrastructure supports economic growth and activity within an economy; for example, railway networks efficiently carry goods from suppliers to markets. Facilities such as hospitals are maintained for the public good. Infrastructure projects tend to represent natural monopolies (e.g. the reticulation of water). The projects are capital intensive (e.g. the construction of a water storage dam or an electricity generating plant). In the past, governments have primarily been responsible for infrastructure development and finance. However, in recent years a change in political ideology has seen an enormous increase in private sector infrastructure developments. Factors that have influenced private sector infrastructure finance include: • • • • the current preference of governments to maintain budget surpluses, resulting in fiscal constraints being imposed on the ability of governments to fund large infrastructure projects the granting of tax concessions to qualified infrastructure projects in order to encourage private sector investment policy initiatives to create market competition within economic sectors that were previously monopolised by government the privatisation of existing government authorities and enterprises. The above initiatives have encouraged new infrastructure projects, often referred to as greenfield projects. Infrastructure projects often retain a monopoly position within the market, and also retain very stable and predictable cash flows. For example, retail electricity users will continue to buy similar quantities of electricity regardless of the supplier. Embedded options specific performance guarantees included in a project contract Consumer price index a measure of changes in the price of a basket of goods and services Subordinated junior debt claims of these security holders are subordinated after all other creditors Infrastructure projects may well incorporate embedded options; that is, government may legislate or contract to provide various guarantees such as revenue streams, anti-competition advantages and periods of monopolistic advantage. However, government may also restrict commodity price rises for a specified period of time; for instance, product price rises may be limited to movements in the consumer price index. Project and structured financing incorporate equity and debt funding techniques. These were introduced in Chapter 1 and will be discussed in greater detail in later chapters. Equity includes ordinary shares and hybrids such as preference shares and convertible notes. Debt ranges from bank overdrafts to commercial paper facilities, medium-term note issues and longer-term bond issues. Debt contains different priority rankings, from senior debt to subordinated junior debt, and incorporates different interest rate structures, such as fixed and variable rates, and repayment structures. Debt may also be denominated in a number of major currencies. The role of the investment bank is to advise on funding structures and participate in syndicated lending and underwriting agreements. Risks associated with project finance For providers of debt finance, particular importance is attached to the project reaching the completion stage. It is at that point that the limited recourse provisions expire, and both limited recourse and non-recourse lenders become dependent on the project’s future income stream for repayment of their loans. As a result, lenders must carefully assess the risks associated with achieving project completion, and the subsequent risk that may adversely impact upon the project’s income streams, such that they may not be sufficient to provide for the repayment of debt. 124 vin22943_ch03_087-128.indd 124 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions For example, in the case of a resource development project, one of the risks that must be taken into account is the amount of recoverable resources. Will they be sufficient to cover commitments to the debt providers, particularly if resource prices fall? To cover themselves against this risk, debt providers typically seek an assurance that the proven reserves that are accessible under current technologies are well in excess of those necessary to meet the debt-servicing requirements. A 2:1 ratio of accessible reserves to necessary sales is not uncommon. In projects where the object is the development of infrastructure, such as the development of electricity-generating facilities, usage and revenue guarantees may be sought from the relevant government authorities. Given the significance of completion, lenders will typically seek non-completion covenants from the project sponsors. The forms of the covenants are varied and may include some of the following. • • • Guarantees from the sponsors that they will repurchase the debt, or convert it on specified terms into obligations of the sponsoring corporations, if the completion conditions are not achieved. Guarantees from the sponsors that they will provide the appropriate management expertise and additional funding (including equity funding) to ensure that the completion conditions will be met. Guarantees from the sponsors that they will meet any working capital shortfall during the development phase. The definition of completion is also of significance. From the lenders’ point of view, the preferred definition of completion would include a benchmark for performance criteria. The performance criteria may include the performance of the project at design specification standards for a specified period following the physical completion of the project, or the attainment of a predetermined cash flow or a minimum level of sales. Non-completion covenants specific loan conditions enforceable against project sponsors if a project is not completed CHAPTER THREE REVIEW There are a host of risks that can be identified. Most of them are also relevant to the assessment of the risk of a borrower seeking any loan. However, the risks are more critical in the case of project finance because the project (the borrower) often has no other assets that can be secured by the lenders. As a result, it is likely that, when quantifying the risks, the lenders will be more conservative in their calculations than they would be if they were assessing the risk for the purposes of making a secured loan. Working capital finance required by a firm to fund its day-to-day operations In addition to these risks, the debt providers must also calculate the risks associated with the management of the project beyond completion, the impact of future changes in the regulatory environment and financial risks such as the impact of changes in interest rates and exchange rates. The complexity and sophistication of project financing should now be evident. Managers of corporations typically are not experienced in these aspects of finance and therefore seek the expertise and advice of investment banks. Fees earned on a project by an investment bank may run into millions of dollars. Questions Essay questions Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points that you raise in relation to each question. 1 The ‘middle office’ is a less glamorous part of an investment bank but serves some of the most important functions. Discuss this statement. (LO 3.1) 2 A number of the advisory services investment banks provide for their corporate clients are defined as off-balance-sheet business. One service is placing new issues with institutional investors. Outline the nature of this service and explain why it might be sought after by large corporations. (LO 3.1) 3 Hostile takeovers rose to prominence during the 1980s and remain a part of the mergers and acquisitions landscape. Explain the rationale for a hostile takeover and discuss the roles that investment banks may play in both ‘offence’ and ‘defence’. (LO 3.1) 125 vin22943_ch03_087-128.indd 125 01/09/19 09:21 PM Part 1 Financial institutions 4 Typically, an investment bank will act on behalf of a company involved in a merger and acquisition. What are the main areas to which the investment bank will draw the client’s attention? (LO 3.1) 5 Managed funds are often categorised by the type of investments purchased by the fund. These include capital stable funds, balanced growth funds and managed capital growth funds. For each of these funds, discuss the types of investments the fund might accumulate and explain the purpose of the investment strategies. (LO 3.2) 6 Provide an overview of the changing nature of public unit trusts between 1995 and 2017. (LO 3.3) 7 Identify and discuss three classes of assets in which public unit trusts may invest funds. Extend your discussion by distinguishing between listed and unlisted trusts. (LO 3.3) 8 Superannuation savings for retirement is a growth area and represents a significant proportion of the assets accumulated in the financial system. (a) Why has there been such growth in superannuation savings? (b) Self-managed superannuation funds (SMSFs) are a popular choice among investors. Outline the size of the SMSF sector relative to other parts of the superannuation industry and list some reasons that may explain the popularity of SMSFs. (LO 3.4) 9 One of the functions of a life insurance office is the writing of life insurance policies for individuals. (a) How does the life insurance office derive income from this function? (b) Describe the basic characteristics of the two main types of life insurance policies. (c) Briefly describe one other type of related insurance policy that an individual may purchase. (LO 3.5) 10 In recent years in Australia and in other parts of the world, households have suffered significant damage to their property as a result of floods and storms. Many households found, to their dismay, that their policies did not cover them for some types of damage. The clauses that are embedded within insurance policies are of obvious importance. Outline the consequences that may result from a combination of under-insuring property while overlooking the presence of a co-insurance clause. (LO 3.5) 11 You have purchased a motor vehicle and been advised that you should consider insuring the vehicle. You contact an insurance office and receive advice on three forms of cover that are available. (a) Explain the three different levels of motor vehicle cover that you can choose from. (b) If the vehicle that you purchased is valued at $45 000, which level of insurance might you decide to take? Why? (LO 3.5) 12 A friend has suggested that you should consider investing in an equity hedge fund because the fund may achieve returns higher than the share market. (a) Describe how a hedge fund is structured, including the manager, investors and types of investment. (b) Explain how a hedge fund may use leverage strategies to achieve higher returns. Give an example. (LO 3.6) 13 Because hedge funds are usually only accessible to high-net-worth individuals, hedge funds should not be regulated. Discuss this statement. (LO 3.7) 14 Building societies are no longer as significant as they once were. What are some of the main reasons for this decline? (LO 3.8) Extended learning questions 15 Project finance is largely based on forecast future cash flows. (a) Draw a diagram showing the flow of funds that occurs in a basic project finance structure. Referring to your diagram, explain the nature of project financing, why this type of funding 126 vin22943_ch03_087-128.indd 126 01/09/19 09:21 PM Chapter 3 Non-bank financial institutions (b) A form of project finance is described as structured finance. Identify some of the factors that have influenced the growth in structured finance. What are the characteristics of structured finance that tend to differentiate it from other forms of project finance? (LO 3.10) KEY TERMS age pension 101 export finance corporations 116 public liability insurance 111 annuity 109 fixed-interest trust 100 back office 89 front office 89 public sector superannuation fund 103 balanced growth fund 97 hedge funds 112 public unit trust 99 beneficiary 107 horizontal takeover 91 responsible entity 94 building societies 115 hostile takeover 92 risk component 108 business overheads insurance 109 income protection insurance 109 rollover fund 105 capital guaranteed fund 97 industry superannuation fund 103 structured finance 124 cash management trust (CMT) 98 investment component 108 superannuation 101 leasing 123 co-insurance clause 110 limited recourse lending 123 superannuation guarantee charge (SGC) 103 common bond of association 116 listed trust 100 syndicated loan 123 managed funds 94 term-life policy 108 comprehensive insurance 111 managed growth fund 97 compulsory third-party insurance 111 merger and acquisition 91 third-party fire and theft policy 111 middle office 89 third-party policy 111 mortgage trust 100 total and permanent disablement insurance 109 capital stable fund 97 conglomerate takeover 92 consumer price index 124 corporate superannuation fund 103 credit unions 116 defined benefit fund 105 defined contribution fund 105 eligible termination payment (ETP) 105 mutual funds 94 non-completion covenants 125 non-recourse lending 123 policyholder 107 premium 107 project completion 123 project finance 121 embedded options 124 project sponsors 122 equity trust 99 property trusts 99 spin-off 91 CHAPTER THREE REVIEW structure is established, the major participants and the guarantees that the lenders will request from the project sponsors to support their loans. subordinated junior debt 124 trauma insurance 109 trust deed 94 trust fund 94 underwriter 90 unlisted trust 100 vertical takeover 92 whole-of-life policy 108 working capital 125 127 vin22943_ch03_087-128.indd 127 01/09/19 09:21 PM vin22943_ch03_087-128.indd 128 01/09/19 09:21 PM PART TWO Equity markets CHAPTER 4 The share market and the corporation CHAPTER 5 Corporations issuing equity in the share market CHAPTER 6 Investors in the share market CHAPTER 7 Forecasting share price movements vin22943_ch04_129-160.indd 129 01/09/19 09:22 PM Equity markets The prices of shares and other securities traded in the domestic and international share markets are always changing and are, from time to time, quite volatile. The following have all raised public awareness of sharemarket price volatility: the great bull run of the mid-1980s, followed by the stock-market crash of October 1987; the subsequent extended period of growth (particularly in technology stocks); the negative flow-on effects of the Asian financial crisis from mid-1997; the collapse of the technology stock market; another period of recovery and growth; the effect of the 11 September 2001 terrorist attacks in the USA, and the subsequent strong recovery; the significant fall in share prices due to the initial global financial crisis (GFC) in 2007–08; the extension of the GFC into a sovereign debt crisis that stretched well into 2011–12; and, finally, the monetary stimulus-backed recovery in US stock prices to new record highs. Nevertheless, investor participation in share-market investments has increased in many countries. Important factors that have led to this increase include: • • • • • • • globalisation of the financial markets a reduction in regulations restricting the flow of investment funds into the international markets greater understanding of investment opportunities as a result of, among other things, higher education levels and access to financial advice an ageing population saving for retirement increased savings levels, such as the implementation of compulsory superannuation savings in some countries the evolution of new risk management products and strategies, including the use of derivatives privatisation of government enterprises; for example, in Australia a number of large government-owned enterprises such as the Commonwealth Bank of Australia, Telstra Corporation and Qantas Airways have been sold and their shares listed on the stock exchange. In 2014, privatisation once again emerged on the political agenda with proposals to privatise Medibank Private and other state-owned assets. The performance of the local and global share markets is reported daily in the press, on radio and in television news broadcasts and specialised business programs. Some of the general features of the share market and its role in the financial system were introduced in Part 1. The purpose of Part 2 is to examine the share market in more detail. While the fundamental purpose of a share market is the same worldwide, there may be operational differences between countries. In order to study the share market, it is necessary at times to look specifically at a modern and efficient market to focus on a particular issue. When this is necessary, the Australian share market and the operation of the Australian Securities Exchange will be considered. If you need to find out particular details relating to the stock exchange of another country, simply refer to its website, where you will find a wealth of information. The distinguishing feature of equity, in particular shares or stock, is that the provider of equity finance to a business obtains a share in its ownership. This text focuses on the type of corporation known as a publicly listed corporation, that is, a company whose shares are listed on a stock exchange. Private companies and other business forms are not considered. As a part-owner of a public corporation, the shareholder has the right to participate in the profits of the business (should there be any) but receives no guaranteed income stream. Why then are individuals and institutions prepared to provide equity funding? This issue is taken up in Chapter 4, which explores the advantages that accrue to publicly listed companies or corporations. vin22943_ch04_129-160.indd 130 01/09/19 09:22 PM Chapter 4 examines the operation of a stock exchange as a primary market and as a secondary market for securities issued through the exchange. In facilitating its primary market and secondary market functions, a stock exchange enables the offering of a range of securities, including equity, interest rate and hybrid or derivative products. Importantly, stock exchanges facilitate the flow of information that is essential in an efficient marketplace. This flow of information is crucial to both investors and companies issuing securities. Finally, in order to maintain integrity and fairness in the market, a stock exchange will monitor the behaviour of market participants and also ensure compliance with the regulatory requirements of the nation-state supervisor. Following the general discussion of the share market and the corporation in Chapter 4, the remaining chapters in Part 2 examine the equity markets, first from the point of view of companies seeking to raise funds in the equity markets and, second, from the point of view of investors. Chapter 5 explores the stock exchange rules that apply to a company seeking to be listed as a public company on a stock exchange. The chapter also considers various forms of equity funding that may be available to companies. A distinction is drawn between those companies that are raising equity through the share market for the first time and those that have already issued shares and are issuing additional shares to obtain more equity in order to expand the business. The latter group of companies has a wider range of equity funding alternatives. Chapter 6 examines companies listed on a stock exchange from a potential investor’s point of view. It examines major indicators of the financial structures, risk and profitability of listed companies. The chapter also analyses issues that affect the price of shares. Chapter 6 concludes with a discussion on sharemarket indices. Chapter 7 discusses techniques employed by market analysts and fund managers in their selection of particular shares for inclusion in an investment portfolio. The chapter examines the fundamental analysis and technical analysis approaches that may be used in the share investment decision process. Within the context of fundamental analysis, macro and micro factors are identified that will have an impact on share values. Two technical analysis forecasting models are considered: moving-averages models and charting. The chapter also provides a discussion on market efficiency and considers the implications for investors of various tests of the efficiency of a share market. vin22943_ch04_129-160.indd 131 01/09/19 09:22 PM CHAPTER 4 The share market and the corporation CHAPTER OUTLINE 4.1 The nature of a corporation 4.2 The stock exchange 4.3 The primary market role of a stock exchange 4.4 The secondary market role of a stock exchange 4.5 The managed product and derivative product roles of a stock exchange 4.6 The interest rate market role of a stock exchange 4.7 The trading and settlement roles of a stock exchange 4.8 The information role of a stock exchange 4.9 The regulatory role of a stock exchange 4.10 The private equity market Learning objectives LO 4.1 Understand the structure of a corporation and identify advantages and disadvantages of being a publicly listed corporation. LO 4.2 Consider the origins and purpose of a stock exchange. LO 4.3 Understand the primary market role of a stock exchange through which corporations raise new funding. LO 4.4 Discuss the secondary market role of a stock exchange through which existing securities are bought and sold. LO 4.5 Examine the managed product (exchange traded funds, contracts for difference, real estate investment trusts and infrastructure funds) and derivative product (options, warrants and futures contracts) roles of a stock exchange. LO 4.6 Examine the interest rate market role of a stock exchange. vin22943_ch04_129-160.indd 132 01/09/19 09:22 PM Chapter 4 The share market and the corporation LO 4.7 Explain the electronic trading (ASX Trade) and settlement (CHESS) platforms used for sharemarket transactions by the Australian Securities Exchange (ASX). LO 4.8 Recognise the importance of information flows to the efficiency and integrity of stock exchanges. LO 4.9 Identify the principal regulators that affect the behaviour of participants in the Australian share market. LO 4.10 Explain the structure and purpose of the private equity market. CHAPTER SNAPSHOT The equity markets represent one of the main hunting grounds for institutions such superannuation funds, investment banks and hedge funds. With more than $1.5 trillion of equity capital on the Australian Securities Exchange (ASX) alone, these institutions find both trading and financial services provision opportunities in abundance. The ASX oversees and provides the framework for the almost continuous auction that takes place in determining the market price for securities such as shares in companies and units in managed funds and real estate investment trusts. INTRODUCTION A stock exchange is a place where a range of listed financial assets is bought and sold. The share market refers to that part of a stock exchange where companies are listed on the exchange and are known as public corporations. The shares of listed public corporations are issued and traded through the share market. The financial systems of countries with developed economies will include at least one stock exchange on which public corporations list their ordinary shares, or common stock, plus other securities such as preference shares, some debt securities and derivative products. The best-known stock exchange is probably the New York Stock Exchange (NYSE). Another exchange in the USA, the NASDAQ, lists mainly technology stocks. In Australia, the principal stock exchange is the Australian Securities Exchange (ASX). A publicly listed corporation is a legal entity formed under the provisions of the corporations legislation of a nation-state and listed on a formal stock exchange. Listing on a stock exchange requires the corporation to comply with the rules of that exchange as well as the Corporations Act 2001. A corporation usually lists its shares on the exchange of its home country, although some large multinational corporations may choose to list on their home exchange and an international stock exchange such as the London Stock Exchange and/or the NYSE. Dual listing is discussed further in Chapter 5. The main class of financial asset quoted and traded on a stock exchange is the ordinary share, or common stock. In some countries, such as the USA, it is the convention to use the term ‘common stock’, while in other countries, such as Australia, the term ‘ordinary share’ is used. Both terms refer to the main type of equity issued by a publicly listed company. A share represents a financial claim to a fraction of the assets of the corporation given by the accounting equation Equity = Assets − Liabilities; that is, a shareholder may benefit from the net profits of the organisation after all other claims have been paid as this represents the increase in the value of equity. The fractional benefit will relate to the number of shares that the shareholder has purchased in the company. Other claims include those of employees (wages and salaries), debt holders (interest and principal), suppliers of business inputs (cost of goods and services used) and taxes. 133 vin22943_ch04_129-160.indd 133 01/09/19 09:22 PM Part 2 Equity markets Corporation a legal entity formed under corporations legislation; main source of equity is ordinary shares Shares have an additional dimension that distinguishes them from other financial claims. As equity, they represent a share in the ownership of the corporation, and provide the shareholder with a right to vote in the affairs of the corporation. In particular, a shareholder has the right to vote for the board of directors of the company. The shareholder can also vote on resolutions put to a general meeting of the company. The relationships between the rights of shareholders, the board of directors and the managers of a company give some insight into the nature of a corporation. REFLECTION POINTS • A stock exchange is a formal market within a nation-state that lists a range of securities issued by publicly listed corporations; the largest component of a stock exchange is its share market. • • • Publicly listed corporation a company whose shares are listed and quoted on a stock exchange A publicly listed corporation is a company whose shares are listed on a stock exchange. The ordinary share, or common stock, is the main type of equity security issued by a corporation. A share is a financial asset; that is, a security that entitles a shareholder to share in the net profits of the company and to vote for the board of directors, and any resolutions put by the board to shareholders at general meetings. 4.1 LEARNING OBJECTIVE 4.1 Understand the structure of a corporation and identify advantages and disadvantages of being a publicly listed corporation. A corporation is a company that is a legal entity established under the corporations legislation of a nation-state. The shares of a publicly listed corporation are listed on a stock exchange and the main source of equity funding, the ordinary share, is quoted in the share market. There are a number of features that distinguish a corporation. • • Objectives and policies what a company intends to achieve and how that will be achieved Board of directors elected by shareholders; determine the objectives and policies of the corporation Limited liability company the claims of creditors against shareholders are limited to the issue price of their fully paid shares • Ownership is generally widely dispersed among a large number of shareholders and shares issued by a company can be readily bought and sold in the share market without directly affecting the continuing existence of the business. Shareholders, as owners of a company, do not have a right to participate directly in the ­day-to-day operation and management of the business. The objectives and policies of a corporation are determined by a board of directors, the members of which are elected at a general meeting of shareholders. Directors have a legal responsibility to ensure that the corporation operates in the best interests of the shareholders. The board of directors appoints an executive management group that is responsible for achieving the specified objectives and policies of the organisation through the management of the day-to-day financial and operational affairs of the company. Executive management is responsible to the board of directors. The board of directors reports to shareholders. The liability of shareholders for the debts of the business is limited. If a sole proprietorship, a partnership or an unlimited company fails to meet its obligations to creditors, the creditors have a legal right to take possession of the personal assets of the owners in order to recover any amount owing. The rights of creditors against shareholders in a publicly listed company (i.e. a limited liability company or a no liability company) are significantly less. These are defined more fully in Chapter 5, but, by way of summary, in the event that a publicly listed company is liquidated, the following applies: — The liability of shareholders in a limited liability company is limited to the issue price of the share. Providing the shareholder has paid the full issue price of the share (i.e. there is no uncalled amount due on the share), the shareholder cannot be required to make any further payment to the company or its creditors. — With a no liability company, where the shareholder has purchased partly paid shares, there is no legal requirement for the shareholder to meet a future call for payment of any unpaid amount; however, in that event the shareholder would forfeit their partly paid shares in the company. No liability company shareholders may decide not to pay calls on partly paid shares, but will forfeit such shares The nature of a corporation 134 vin22943_ch04_129-160.indd 134 01/09/19 09:22 PM Chapter 4 The share market and the corporation 4.1.1 Advantages of the corporate form of business organisation A publicly listed corporation has important advantages over other forms of business organisation. They include the following: • • • • • • Large amounts of equity funding can normally be obtained more easily, through access to a wide pool of investors in the market. These investors are willing to purchase shares because the stock exchange provides an active secondary market for the sale of those shares. It is said that the share market is normally deep and liquid; that is, there are usually buyers willing to purchase shares at the current market price. Shareholders can reduce the risks of share ownership by holding a diversified portfolio of share investments. The ability of shareholders to spread risk through diversification, and also readily to transfer ownership by buying and selling share holdings in a deep and liquid market, reduces risk and therefore enables listed corporations to raise capital on more favourable terms. Share market a formal exchange that facilitates the issue, buying and selling of equity securities The separation of ownership (shareholders) and control (managers) of a business means that the corporation can appoint specialised and skilled personnel to run the business. For example, a business may employ personnel with specialist skills in manufacturing, engineering, marketing, accounting, risk management and taxation. The same option is often not available to a sole proprietorship or a partnership, where the owners are also the managers. The corporation as a legal entity allows for the continuation of the business. A change in shareholders, that is, the ability to trade a corporation’s shares, enables ownership to change without significant disruption to the firm’s day-to-day operations. The corporation has the potential to exist indefinitely. This legal right is known as the right of perpetual succession. The corporate form is almost essential for large-scale undertakings. Generally, only publicly listed corporations, with a credit rating, have access to the wider range of equity and debt sources of funds that are available in the capital markets. Listed corporations attract investors from both the local and international markets. Right of perpetual succession a corporation continues to operate regardless of changes in ownership The separation of ownership and control allows a corporation to plan and implement strategic decisions more effectively over both short-term and longer-term planning periods. 4.1.2 Disadvantages of the corporate form of business organisation The above advantages available to the corporation are clearly significant and explain why the majority of large business organisations become publicly listed corporations. However, there are some potential disadvantages that cannot be ignored. The main problem that may be associated with a publicly listed company relates to the separation of ownership and control. This may seem strange, since separation has also been identified as an advantage of the corporate form. It is, however, possible for separation to be both an advantage and a disadvantage. Since the managers who control the day-to-day operation of the business do not own the company, they will not necessarily have a strong incentive to act in the best interests of the shareholders. Managers may be tempted to run the business for their own personal benefit rather than for the benefit of the shareholders. This conflict of interest between owners (principals) and managers (agents) is known as the agency problem. In theory, an efficient share market should minimise the concern about conflicts between the interests of owners and the interests of managers. Owners can express their satisfaction, or Agency problem the conflict of interest that may exist between shareholders and management of a corporation 135 vin22943_ch04_129-160.indd 135 01/09/19 09:22 PM Part 2 Equity markets Share options the remuneration of a manager may include an option to purchase shares in the company at a specified price Corporate governance policy and practice that define the relationship between shareholders, the board and management dissatisfaction, with the performance of management through the purchase or sale of shares. When management pursues a course that is not in the interests of the owners, it is argued that shareholders will eventually begin to sell their shares and the share price will fall. If share prices in similar firms are not falling, the share market will be signalling that the corporation’s owners are not satisfied with management’s performance. This is clearly not in the interests of the managers, since such a public judgment lowers the managers’ reputations and reduces their employability elsewhere. Should the share price fall sufficiently, another corporation may buy the lower-priced shares and assume control of the company. The threat of takeover and the consequent loss of control by the current management group should serve to discipline managers and encourage them to act in a manner consistent with maximising shareholder value. However, it may be argued that managers are mobile and may implement a short-term maximisation strategy knowing that they will move to another more lucrative job before the adverse impact of their current strategies becomes evident. One typical strategy used by many corporations in an attempt to align the interests of shareholders with those of management is to incorporate performance incentives such as share options in the management compensation package. A share option scheme may allow managers to obtain the right to buy shares in the company at a discounted price. Managers with share options have a strong incentive to manage the company so that the share price increases, thereby increasing the value of their share options as well. Recent history demonstrates that the agency problem still exists in corporations. In order to deal with this problem, boards of directors, and regulators, have moved towards more rigorous corporate governance requirements. Corporate governance relates to the relationships between the shareholders, the board of directors and management. A company must implement corporate governance processes that put policies and procedures in place to ensure that accountability and transparency become an integral part of the corporate culture. Clear responsibility and reporting structures need to be established to facilitate the long-term survival of the organisation and the maximisation of shareholder value. REFLECTION POINTS • • • • • • • Members of the board of directors of a corporation are elected by shareholders at a general meeting. The board determines the objectives and policies of the firm, and appoints executive managers, who are responsible for managing the day-to-day business operations and for reporting back to the board. With a limited liability company, the liability of a shareholder is limited to the fully paid issue price of the shares. With a no liability company, a shareholder holding any partly paid shares cannot be forced to make further payment, but may instead forfeit the shares. Advantages of the corporate form of business include access to a large pool of equity funds through the stock market, the separation of ownership (shareholders) and control (managers), the continuity of business operations, the ability to conduct large-scale operations and the opportunity for investors to hold a diversified share portfolio. A potential disadvantage of the corporate form is the agency problem, whereby managers may try to run the business for their own benefit rather than for the shareholders’ benefit. The board of directors should establish strong corporate governance practices to ensure accountability and transparency. 136 vin22943_ch04_129-160.indd 136 01/09/19 09:22 PM Chapter 4 The share market and the corporation 4.2 The stock exchange The origins of the modern stock exchange can be traced back to as long ago as 1553 with the establishment in England of the Muscovy Company. The company was established to find the north-east trade route to China and the Orient. The venture was a ‘joint stock’ company. A number of merchants and suppliers of capital became part-owners of the venture, and jointly shared the risks and the returns of the venture. Another feature which shares in the Muscovy Company had in common with the shares of today was that they were freely transferable. By the end of the seventeenth century there was substantial dealing in the shares of about 140 joint stock companies in London. The merchants who owned shares (or their agents) met in the coffee houses of London to carry out their transactions. These coffee-house markets gradually evolved into formal stock exchanges, as rules were developed to govern share transactions and the behaviour of businesses seeking to raise funds through the sale of shares. Indeed, the London Stock Exchange, believed to be the world’s first stock exchange, was opened in 1700 in Jonathon’s Coffee House near Change Alley in London. Today, stock exchanges compete within an international market that is characterised by the rapid and continuous flow of information to the markets within a regulatory environment that allows capital to move almost instantaneously around the world. In a globalised market, the principal functions of a modern and efficient stock exchange are: • • • • • LEARNING OBJECTIVE 4.2 Consider the origins and purpose of a stock exchange. establishment of markets in a range of financial securities provision of a securities trading system operation of a clearing and settlements system regulation and monitoring of the integrity of the exchange’s markets provision of a well-informed market, to secure the confidence of all participants. The remainder of this chapter will consider the role of a modern and efficient stock exchange. We will focus on the primary market role, the secondary market role, the managed products and derivative products roles, the interest rate market role, the trading and settlements role, the information role and the regulatory role of a stock exchange. Where necessary, we will refer to the operations of the ASX, as it is regarded internationally as a modern and efficient stock exchange. The ASX is the principal stock exchange in Australia. The ASX, until 2016, held a monopoly position when the Australian government legislated to allow competition in the Australian market. To date, two exchanges are operating in competition with the ASX. These are the National Stock Exchange of Australia (NSX) and Chi-X Australia. It is common practice in the markets to use the terms share market, stock market and stock exchange interchangeably. Market participants refer to the main equity security issued by listed corporations as shares or stock, hence the use of the terms share market and stock market. A deep and liquid share market is important to a corporation. The development of the stock exchange was necessary to facilitate the formation of the publicly listed corporation and the creation of a deep and liquid share market. Stock exchanges have facilitated the rise in the importance of the corporation as the dominant business form in developed economies. The stock exchange provides the primary market through which new share capital is issued by a listed corporation, and also provides the market structure through which the ownership of existing shares can be bought and sold by investors. While the principal security quoted on a stock exchange is an equity instrument, other securities are also quoted. These are typically government bonds, corporate bonds and hybrid securities. A further role of a stock exchange is the provision of derivative products that enable investors to (1) purchase equity-based securities rather than purchasing ordinary shares directly, (2) manage risk exposures associated with their investment portfolios or (3) synthetically restructure or leverage their portfolios. A principal determinant of an efficient market is the speed at which new information flows to the market, and the speed at which that information is absorbed and then reflected in share prices. A stock 137 vin22943_ch04_129-160.indd 137 01/09/19 09:22 PM Part 2 Equity markets exchange facilitates this rapid flow of information to all market participants. Other determinants of an efficient market are the securities trading system and the transaction settlement system, that is, the procedures for buying and selling shares, and the transfer of ownership and funds associated with those transactions. The final role addressed in this chapter is the regulatory role of an exchange. Market confidence in the integrity of the share market is essential and must be maintained. The stock exchange plays a very important role in prescribing and monitoring the activities of market participants. REFLECTION POINTS Primary market the issue of new financial securities such as ordinary shares World Federation of Exchanges trade association representing 64 publicly regulated stock, futures and options exchanges • • • • • The origin of stock exchanges dates back to 1553 in England. Today, stock exchanges compete within the international markets, where there are continuous flows of information. A stock exchange facilitates the listing of corporations and price quotations, for the buying and selling of listed securities. An exchange operates a securities trading system and a transaction settlement system. Stock exchanges, and regulators, seek to maintain the efficiency and integrity of the market. 4.3 LEARNING OBJECTIVE 4.3 Understand the primary market role of a stock exchange through which corporations raise new funding. New float or initial public offering (IPO) the initial listing of the securities of a corporation on a stock exchange Rights issue the issue of additional shares to existing shareholders on a prorata basis The primary market role of a stock exchange The primary market role of a stock exchange is to ensure the efficient and orderly sale of new-issue securities, and includes all of the support facilities that are required to enable this to happen. Although the focus of Part 2 is on equity markets and equity securities, major stock exchanges also list fixedinterest debt instruments and units in listed trusts. The fixed-interest debt securities may be Treasury bonds issued by government or corporate bonds, such as debentures issued by corporations. Units in a public unit trust are issued by the trustee and are quoted and traded on the stock exchange. (See Chapter 3 for a discussion of unit trusts.) Also, a stock exchange may list a range of derivative products (Section 4.5). Table 4.1 provides data on the number of listed companies, new listings, market capitalisation, new capital issues, the level of the S&P/ASX200 index and the World Federation of Exchanges ranking for the principal stock exchange in Australia, the Australian Securities Exchange (ASX). Table 4.1 The ASX market statistics as at 8 May 2018 Number of listed companies 2 279 Domestic market capitalisation $1.9 trillion World Federation of Exchanges ranking 16th SOURCE: ASX Limited, ASIC, 2018. Placement additional ordinary shares are sold by a corporation to selected institutional investors Dividend reinvestment scheme allows shareholders to reinvest dividends by buying additional shares in the company In May 2018, there were 2 279 companies listed on the ASX. The market capitalisation of the share market—that is, the current value of shares issued—was $1.9 trillion, with 60 new listings since January 2017. New companies listed on a stock exchange are referred to as a new float or an initial public offering (IPO); almost $3 billion in initial capital was raised in the first four months of 2018. Equity capital issued included ordinary shares issued with IPOs, rights issues, placements and dividend reinvestment schemes. A rights issue is the issue of additional shares to existing shareholders on a pro-rata basis of, say, one additional share for every five shares held. Placements are the issue of new shares to selected institutional investors such as fund managers. Dividend reinvestment schemes 138 vin22943_ch04_129-160.indd 138 01/09/19 09:22 PM Chapter 4 The share market and the corporation give shareholders the opportunity to reinvest dividend receipts back into the company by buying additional shares in the company. Rights issues, placements and dividend reinvestment schemes are discussed in Chapter 5. The main participants involved in the primary issue of equity securities are illustrated in Figure 4.1. In a central position in the figure are corporations, which receive the proceeds from the issue of new equity. The stock exchange is the institutional structure that facilitates the listing of the shares. With an offer to issue new shares to the public, the application form must be attached to the issue prospectus. Prospectus document prepared by a company stating the terms and conditions of an issue of securities to the public Figure 4.1 Participants in a primary market issue of shares Advisers Underwriters Sub-underwriters Corporations Purchase unsold shares Stock exchange Brokers Flow of ownership rights Flow of funds Individuals Institutions Rest of world Key Flow of ownership rights Flow of funds Investors in new-issue shares can be individuals, institutional investors such as insurance companies, superannuation funds, unit trust funds managers, other corporations and overseas investors. Other groups, such as investment banks, involved in the primary issue of shares are the advisers to the corporation, and the underwriters and sub-underwriters of the share-selling program. The roles of these groups are discussed in Chapter 5. REFLECTION POINTS • • The primary market role of a stock exchange relates to the issue of new securities by listed corporations or other entities. The listing of a new company is known as a float or an initial public offering (IPO). continued 139 vin22943_ch04_129-160.indd 139 01/09/19 09:22 PM Part 2 Equity markets continued • • • • • • • The main form of equity issued by a corporation is the ordinary share (common stock). Primary market issues of ordinary shares raise equity capital for corporations. Equity capital is typically used to enable a firm to grow. Shareholders may receive dividends and/or capital gains (or losses). Existing corporations may issue additional equity through rights issues, placements and dividend reinvestment schemes. A stock exchange may also list debt instruments, units in public trusts and derivative products. An issue of equity or debt to the public requires the preparation of a prospectus. 2 279 companies were listed on the ASX as at May 2018. The ASX was ranked 16th globally by the World Federation of Exchanges. 4.4 LEARNING OBJECTIVE 4.4 Discuss the secondary market role of a stock exchange through which existing securities are bought and sold. The secondary market role of a stock exchange Secondary market transactions in a stock exchange involve the buying and selling of existing financial securities, principally ordinary shares. The participants associated with secondary market transactions in existing shares are shown in Figure 4.2. We noted in Figure 4.1 that ownership of shares flows to individuals, institutions and the rest of the world. If any of these shareholders decide to sell their shares, they will carry out a secondary market transaction. Figure 4.2 Participants in a secondary market share transaction Individuals Individuals Transfer of ownership Institutions Brokers Stock exchange Brokers Institutions Transfer of funds Rest of world Sellers of existing shares Rest of world Buyers of existing shares As indicated in Figure 4.2, a shareholder will normally issue a sell order to a stockbroker. The stockbroker will enter the order into the stock exchange securities trading system. Another broker will have entered a buy order on behalf of another client. The stock exchange securities trading system will match the orders and facilitate the sale of the shares, transfer of ownership and payment for the purchase. It is important to recognise that the corporation whose shares are being traded does not feature in the flow of funds. Secondary market transactions have no direct impact on the cash flows of the corporation. 140 vin22943_ch04_129-160.indd 140 01/09/19 09:22 PM Chapter 4 The share market and the corporation The corporation receives the proceeds of the primary market issue, but the flow of funds associated with the secondary market trade in existing shares is between the buyer and the seller of the shares; that is, in the secondary market there is a transfer of ownership and a settlement of value for that transfer. This does not mean that the price behaviour of the corporation’s shares in the secondary market, and the secondary market itself, are of no consequence to the corporation. The existence of a welldeveloped secondary market is of great significance to a corporation that may be seeking to raise new equity finance in the future. The relationship between the primary and secondary markets is extremely important. Corporations normally seek to raise additional equity in order to expand the business. Equity funding and therefore economic growth come from companies raising funds in the primary market. The existence of an active, liquid and well-organised secondary market in existing shares encourages investors to buy new shares issued in the primary markets. In Part 1 it was argued that savers can be assumed to have a preference for more, rather than less, liquidity in the various forms in which their savings may be invested. Liquidity in the share market means that participants can buy and sell shares without unduly disturbing current market prices of the shares that are being traded. The standard measure of market liquidity is the ratio of the value of turnover to market capitalisation, where market capitalisation is calculated by multiplying the number of shares on issue by the current market prices. The depth and liquidity of a share market are important to investors and corporations alike. Corporations are able to raise equity at a lower cost and investors are able actively to manage and lower their risk exposures. Stock exchanges in many countries have entered into memorandums of understanding and established reciprocal arrangements with international stock exchanges in order to increase their market liquidity. For example, there is a longstanding arrangement between the Singapore Exchange (SGX) and the ASX. Market liquidity the ratio of the value of share turnover to market capitalisation Market capitalisation the number of shares issued by listed corporations multiplied by current share prices REFLECTION POINTS • • • • • The secondary market role provides a market structure for the buying and selling of existing listed securities. Buy and sell orders are lodged through a stockbroker that has access to the exchange’s trading and settlement platforms. Secondary market transactions do not raise additional equity for the original issuing corporation—they are a transfer of ownership for value. Market liquidity is the ratio of turnover to market capitalisation. A deep and liquid market encourages investors. Market capitalisation is the number of issued shares multiplied by the share price. 4.5 The managed product and derivative product roles of a stock exchange In support of their primary and secondary market roles relating to the issue of ordinary shares and hybrid securities, stock exchanges may provide a market for the trade of specific equity-based managed products and derivative products. These products derive their value from the value of an underlying security or group of securities listed on a stock exchange. The underlying securities trade in the socalled physical market, being the stock exchange. Equity-based managed products provide investors with the opportunity to gain a diversified exposure to a market, or a market sector, through a single investment product rather than directly purchasing all the individual securities represented in the basket of securities held in the managed product. For example, an investor is able to buy an exchange traded fund (ETF) which is based on 20 major stocks listed on the ASX and representing the main sectors in the Australian equity market. Derivative a risk management product that derives its value from an underlying commodity or instrument Physical market a market in which a commodity or financial instrument is issued or traded LEARNING OBJECTIVE 4.5 Examine the managed product (exchange traded funds, contracts for difference, real estate investment trusts and infrastructure funds) and derivative product (options, warrants and futures contracts) roles of a stock exchange. 141 vin22943_ch04_129-160.indd 141 01/09/19 09:22 PM Part 2 Equity markets Exchange traded contracts standardised financial contract traded on a formal exchange Over-the-counter contracts non-standardised contract negotiated between a writer and a buyer Hedge implement a strategy that manages or protects against an identified risk exposure Exchange traded funds (ETFs) units sold in a managed investment scheme that tracks the performance of a specified stock exchange index, foreign currencies or commodities Exchange traded products (ETPs) group of products that includes ETFs, managed funds and structured products The value of the ETF is based on the value of the underlying shares held by the fund and the value moves as the market value of the underlying shares moves. In the case of an equity-related derivative product, the price of the derivative will be directly correlated with the price of the corresponding equity security quoted on the stock exchange. For example, on the ASX, an investor may buy an option contract (derivative) that provides the right to purchase 100 Crown Resorts Limited shares at a certain price, on or by a predetermined date. The price of the option will be based on the current price of Crown on the share market (physical market). The value of the option contract will change over time as the price of the share changes on the share market. The derivative products available through a stock exchange are described as exchange traded contracts. The main feature of an exchange-traded contract is the standard terms and conditions of each contract. For example, an exchange-traded contract is based on a standard product, for a fixed amount and will mature on a predetermined date. Alternatively, over-the-counter contracts that are available from other financial institutions and fund managers are not standardised across a market, and terms and conditions are negotiated between the writer and the buyer of a contract. It should be noted that the types of contracts traded, and the standard terms and conditions of those contracts, will vary between stock exchanges in different countries. Why do stock exchanges offer a range of managed products and derivative products? The managed products allow investors to invest in asset classes that otherwise may be complex to manage or difficult to access directly. For example, the exchange-traded contracts offered by the ASX give individual investors the opportunity to access a broad range of international shares within a single product listed on the exchange. Other products provide access to the real estate markets and the infrastructure markets. Derivative products, in part, give investors the opportunity to manage, or hedge, a risk exposure in their investment portfolio. For example, an investor might be exposed to the risk that share prices may fall in the future. The investor might consider using a derivative product that gives the right to sell those shares at a future date, but at a price that is set in the contract today. In entering into such a contract, the investor has hedged, or managed, the risk that the share price will fall in the future. Derivatives also enable an investor to synthetically restructure an investment portfolio, such as by buying an option that gives the right to buy or sell a certain stock at a specified price at a predetermined date. If at the exercise date in the future the investor still wishes to buy or sell the stock, the investor is able to proceed at the known price. The scope of managed products and derivative products quoted on an exchange is limited only by the depth of the market, the sophistication of market participants, the regulatory environment and competition. In this chapter, we briefly consider: • • • • • • • exchange traded funds contracts for difference real estate investment trusts infrastructure funds options warrants futures. Derivative contracts are discussed in much more detail in Part 6. 4.5.1 E XCHANGE TRADED FUNDS Exchange traded funds (ETFs) offered through a stock exchange such as the ASX generally invest in a basket of securities listed on the ASX, securities listed on an international stock exchange, foreign currencies or commodities. ETFs are part of a class of investments called exchange traded products (ETPs). Typically, the ETF will be a registered managed investment scheme. Investors purchase units in an ETF. The fund manager of an equity-based ETF seeks to track the performance of a benchmark stock 142 vin22943_ch04_129-160.indd 142 01/09/19 09:22 PM Chapter 4 The share market and the corporation exchange index, such as the S&P/ASX200, by using the funds raised from the sale of units in the ETF to purchase a securities portfolio that replicates the specified index. For example, the ETF would hold all or the majority of shares included in the S&P/ASX200 index. ETFs are distinguished from other types of ETPs. While an ETF traditionally tracks the performance of an index, other types of ETPs involve active management strategies. Active ETFs try to outperform an index rather than merely tracking it. ETPs also include structured products (SPs). SPs are instruments that involve a company promising an investor a rate of return that is based on the movement in the price of an underlying asset, such as an index. SPs are quite different in nature from both ETFs and active ETFs. By purchasing units in the ETF an investor gains access to a diversified portfolio of securities. The extent of diversification will depend on the benchmark index specified in the ETF. For example, an ETF that replicates the S&P/ASX200 provides exposure to the top 200 shares listed on the ASX. The risks involved in ETFs include exposure to the ups and downs in the underlying benchmark index. Should an investor wish to gain a diversified exposure to the international markets, then an ETF such as the iShares S&P500 gives exposure to the US markets, while iShares S&P Europe350 provides exposure to major European corporations listed on a number of European exchanges. The list of ETFs offered by a stock exchange will be found on their website. The risks involved with ETFs that track overseas indices include exposure to the volatility of those indexes and currency risks if the investments are denominated in a foreign currency. Most ETFs are open-ended funds; that is, the number of units offered by a fund is not fixed. For example, if demand for units in a particular fund increases, the fund manager can increase the number of units on offer. This ensures that units in the ETF trade at or near the net asset value of the securities held in the fund. Units in an ETF are bought and sold through a stock exchange in exactly the same way that ordinary shares of listed corporations are bought and sold. There has been strong growth in the ETF sector in Australia. Assets under management reached $25 billion in 2018. Most ETFs in Australia invest in Australian equities and international equities. However, some venture into fixed income securities and commodities. The innovation in the types of products offered as ETFs or ETPs provides more opportunities for investors but also raises concerns about how well those investors understand the risks that are involved. 4.5.2 Active ETFs a type of ETF that deploys strategies designed to outperform a market index Structured products (SPs) instruments that promise a rate of return based on the movement in the price of some asset C ONTRACTS FOR DIFFERENCE A contract for difference (CFD) is a contract listed on a stock exchange that is an agreement between a buyer and seller to exchange the difference in the value of a CFD. The difference in value is calculated by subtracting the value of the CFD contract at the start date from the value of the contract at the close date. The CFD may be based on a nominated security listed on a local or international stock exchange, stock exchange indices, foreign currencies or commodities. For example, a CFD may be based on BHP Billiton Limited shares listed on the ASX. The value of the CFD is directly correlated with the value of the underlying BHP shares at the start and close date specified in the CFD contract. A CFD provides a high level of leverage for an investor as the buyer of a CFD only pays a deposit or initial margin; that is, the investor does not pay the full value of the underlying shares. This means that an investor may be able to take a much larger exposure to the market in that more of the underlying security can be bought or sold because full payment is not required to be made by the purchaser upon execution of the CFD. However, the risks associated with leverage are much higher as the full gain or loss associated with the underlying security will be made when the CFD is closed out. Therefore, investors must understand the upside and the downside risk associated with a leveraged investment such as a CFD. An investor may use a CFD to go long in a rising market, or go short in a falling market. For example, if an investor believes BHP Billiton shares are going to rise in value, the investor might take a long position by buying 1000 BHP Billiton CFD at $43.25 per share. The value of the Contract for difference (CFD) an agreement between a buyer and seller, based on an underlying security, to exchange the difference between the contract start and close values 143 vin22943_ch04_129-160.indd 143 01/09/19 09:22 PM Part 2 Equity markets CFD is $43 250, but the investor would only pay, say, a 10 per cent deposit of $4325.00. If BHP Billiton shares are trading at $45.76 on the CFD close date, then the investor would make $2510 profit. This is a 58.00 per cent return on the initial capital investment. If an investor believes that the market is going to fall, then the investor may decide to sell a CFD; that is, take a short position. If the underlying security of the CFD falls, then the investor will make a profit, but if the security rises in value, the investor will make a loss. A CFD has no expiry date so the position has to be closed by conducting a reverse trade. 4.5.3 Real estate investment trust (REIT) managed funds that provide investors with the opportunity to invest in a range of property categories such as industrial, hotels and retail R EAL ESTATE INVESTMENT TRUSTS (REIT) A real estate investment trust (REIT) purchases property and holds the assets within a trust. Units in the REIT may be listed on a stock exchange and traded in the same way as ordinary shares in listed corporations. Because investors are buying units in the listed trust, they gain access to a diversified real estate portfolio that otherwise would not be possible for the average investor. For example, an investor may purchase units worth $5 000 in a REIT, whereas, with that small amount, the investor could not purchase property directly. The type of property held in a REIT will be specified in the fund’s trust deed. The categories of property that a REIT may purchase include: • • • • industrial—such as warehouses, factories and industrial parks hotel and leisure—including hotels, theme parks and cinema complexes retail—in particular major shopping centres office—such as multi-storey office buildings. Investors may benefit from both capital gains on the property assets as well as rental income generated by the properties. Also, units in a listed REIT are much more liquid than the underlying property; that is, it is easier to sell the units than it is to quickly sell the property held in the trust. 4.5.4 Infrastructure fund managed fund that provides investors with the opportunity to invest in infrastructure assets such as toll roads and utilities Call option gives the buyer the right, but not the obligation, to buy a specified commodity or financial instrument at a specified price and date I NFRASTRUCTURE FUNDS An infrastructure fund is a managed fund that may be listed on a stock exchange and enables investors to gain access to investment opportunities in large-scale infrastructure projects such as toll roads. Infrastructure projects are normally multi-million dollar projects and therefore beyond the investment capacity of the average investor. The infrastructure fund accepts funds from a large number of investors to create a significant pool of funds. This enables the fund manager to then invest in these types of projects or assets. Returns to investors may take the form of capital gains and income generated from the project. For example, a toll road will generate income from the toll charged for vehicles travelling on the toll road. The categories of infrastructure assets held in a fund might include: • • • utilities—such as power stations, electricity transmission lines and gas pipelines transport and materials handling—including railway lines, airport terminals, port and dock facilities communication facilities—such as broadcasting and communication towers and networks. The income earnings from many infrastructure assets are quite predictable as they are often regulated or guaranteed by government. Also, infrastructure projects typically have high barriers to entry (costs, technology, regulation) and therefore low levels of competition. Put option gives the buyer the right, but not the obligation, to sell a specified commodity or financial instrument at a specified price and date 4.5.5 O PTIONS An option contract gives the buyer of the option the right, but not the obligation, to buy (call option) or sell (put option) a specified security at a predetermined price, on or before a predetermined date. 144 vin22943_ch04_129-160.indd 144 01/09/19 09:22 PM Chapter 4 The share market and the corporation The buyer of the option must pay a premium to the writer, or seller, of the option; that is, the writer of the option is selling a right to the option buyer. For example, an investor who holds Santos Limited shares in an investment portfolio might be concerned that the share price will fall in the near term but does not want to sell the shares at this time. The investor may implement an options strategy to protect against the risk. The investor may decide to buy a put option, which gives the investor the right to sell, say, 1000 Santos shares at an exercise price of $7.00 per share within the next three months. The premium paid to the option writer is quoted at $0.20 per share. Assume that the share price actually falls to $6.00; the option buyer will then exercise the option and sell the shares at $7.00, or receive a cash settlement from the option writer. The investor has protected the investment portfolio to the amount of the exercise price minus the current market price less the premium paid, multiplied by the number of shares; that is, 1 000 ($7.00 − $6.00 − $0.20) = $800. An interesting feature of an option contract is that if the investor decides not to sell the shares, perhaps because the price in the share market has actually risen, there is no obligation to proceed. In this case, the cost to the buyer of the option is the initial premium paid to buy the option contract. A stock exchange may quote on a range of different types of option contracts, including stock options, index options, flexible options and low-exercise-price options. To find out more about the various option contracts offered on the ASX, you can look on the internet at www.asx.com.au. Option contracts are derivative contracts and are discussed in greater detail in Chapter 20. 4.5.6 the price specified in an options contract at which the option buyer can buy or sell W ARRANTS Another derivative product quoted on a stock exchange is the warrant. A warrant issuer, such as a bank, must be authorised by the stock exchange to write warrant contracts. The warrant issuer is able to determine the terms and conditions that will apply to a specific warrant series, but the warrant is then quoted and traded on the stock exchange. Warrant issuers are required by the exchange to make a market; that is, they must quote both buy and sell prices on their warrant series. Call and put warrants are quoted; a call warrant holder will benefit from an upward price movement in the underlying physical market share price or index, while a put warrant holder will benefit from a downward movement in prices. An equity-based call warrant gives the warrant holder the right to buy the underlying security at a particular price, on or before a predetermined date. Similarly, a put warrant gives the right to sell. Instalment warrants are often attractive to investors as they give the warrant holder the right to buy the underlying shares by payment of a number of periodic instalments, but still be entitled to receive any dividend payments and franking credits. Generally there are only two instalments on ASX quoted instalment warrants: an initial part payment and an optional final payment. A stock exchange may list a number of different types of warrant contracts. (A range of warrant contracts is discussed in Chapter 20.) You can obtain further information on warrant contracts offered on the ASX at www.asx.com.au. Similarly, other nation-state exchanges also provide details of their particular contracts on their websites. 4.5.7 Exercise price Warrant a financial instrument that conveys a right in the form of an option Warrant issuer a third party, such as a bank, authorised by a stock exchange to write warrant contracts F UTURES CONTRACTS Another type of derivative product that may be quoted on a stock exchange is the futures contract. A futures contract is a contract between two parties to either buy or sell a specified commodity or financial instrument at the expiry date of the contract. The value of the contract at commencement, and at the expiry date, will relate to the price of the underlying physical market price at each of those dates. Settlement of the contract will be specified in the contract, and may be by delivery of the underlying security, such as a share, or by payment of a cash equivalent. The underlying security of a futures contract may be a particular share of a listed company or a stock-market index. Stock-market indices are discussed in Chapter 6. Futures contracts are discussed in detail in Chapters 18 and 19. 145 vin22943_ch04_129-160.indd 145 01/09/19 09:22 PM Part 2 Equity markets Not all stock exchanges offer all the above products. Stock exchanges will offer managed products and derivative products only if there is sufficient demand and liquidity for a particular product. Also, in some countries the regulator may restrict the types of products offered. In Australia, the ASX provides all the above products. REFLECTION POINTS • • • • • • • • Stock exchanges may list a range of managed products and derivative products. These standardised products are known as exchange-traded contracts. Exchange traded funds (ETFs) usually invest in a basket of securities listed on the local or international exchanges, foreign currencies or commodities. ETFs provide access to a diversified portfolio of securities. ETFs are just one type of exchange traded product (ETP). Other ETPs include active ETFs and structured products (SPs). A contract for difference (CFD) is an agreement to exchange the net difference in value between the start date and the close date of a CFD. The CFD is based on a specified security. Only a deposit is paid initially, therefore the CFD is highly leveraged (increased risk). A real estate investment trust (REIT) issues units in the trust in order to raise funds to purchase property, including industrial, hotels and leisure, retail and office. Assets generate rental income and (hopefully) capital gains. Infrastructure funds enable investors to gain access to large-scale infrastructure projects, such as utilities, transport, materials handling and communications facilities. An option contract gives the buyer the right, but not the obligation, to buy (call option) or sell (put option) a specified security at a predetermined price and date. The writer of the option receives a premium payment from the option buyer. An equity warrant gives the holder the right to buy (or sell) the underlying security at a specified price on or before a nominated date. Stock exchanges list a wide range of warrant contracts. A futures contract is an agreement between two parties to buy (or sell) a specified commodity or financial security at a specified date in the future. The value of the futures contract moves as the price of the underlying asset in the physical market moves. Settlement may be for delivery of the asset or cash. 4.6 LEARNING OBJECTIVE 4.6 Examine the interest rate market role of a stock exchange. Interest rate market listing, quotation and trading in debt securities The interest rate market role of a stock exchange Corporations fund their business operations with a combination of equity and debt. It has already been noted that the principal function of a stock exchange is to facilitate primary and secondary market transactions in shares of listed corporations. Another, lesser function of a stock exchange is the listing of some of the debt issues of corporations, financial institutions and government. An interest rate market is a market that facilitates the issue of debt securities and the subsequent trading of those securities on a formal exchange. Just as a corporation issues a prospectus to prospective shareholders, an issuer of debt similarly prepares a prospectus for potential investors. A prospectus issued by a corporation is a document stating the terms of its public equity issue or debt raising. The prospectus must meet the requirements of the stock exchange and the nation-state regulatory authority in the provision of information to potential investors. If a debt issuer chooses to list the issue on a stock exchange, the price of the issue will be quoted by the exchange and trading in the securities can 146 vin22943_ch04_129-160.indd 146 01/09/19 09:22 PM Chapter 4 The share market and the corporation occur. Trading will take place using the same procedures as those used when buying and selling shares (discussed in Section 4.7). The provision of an interest rate market by a stock exchange may be said to add value to issued debt and new debt issues in three ways: 1 Transparency. An exchange provides access to information about the price, yield, maturity, credit rating and other characteristics of debt securities. Information is the life-blood of the financial markets. An efficient stock exchange ensures that an informed market exists. 2 Ease of entry and exit. By using a stock exchange’s electronic trading system, investors are able to place orders through their stockbroker to buy or sell debt securities at a minimum cost, with little delay and at the current market price. 3 Liquidity. Quotation of debt issues on a stock exchange provides access to a much wider investment market. The formal market increases the negotiability of listed debt securities, as it brings buyers and sellers together and facilitates the transfer of ownership from the seller to the buyer. Traditionally, large debt issues have been made direct into the wholesale markets to institutional investors. However, listing on a stock exchange provides access to the broader retail market. Therefore, the stock exchange enhances the liquidity of debt securities. Fixed-interest securities listed on a stock exchange are typically long-term instruments. The main types are straight corporate bonds, floating rate notes, convertible notes and preference shares. • A straight corporate bond is a fixed-interest security. The interest payment is called a coupon. The bond issuer pays a specified coupon rate that will not change for the term of the bond. The face value of the bond is repaid to the holder at maturity. A corporate bond may be secured or unsecured. A secured bond is known as a debenture, the security being a charge over the assets of the issuing corporation. An unsecured bond is called an unsecured note. Since the interest paid on a corporate bond is fixed, the price of the bond will change along with interest rates for new issues of similar types of securities to reflect movements in the interest rate market (see Chapter 10). • A floating rate note (FRN) is also a corporate bond, but it pays a variable rate of interest. Interest coupon payments usually occur quarterly, half-yearly or annually. Interest rate changes will be based on a reference rate published in the market by Reuters (see Chapter 10). • A convertible note is a hybrid security. It is a fixed-interest debt instrument that includes an option to convert the note at a future date into ordinary shares of the issuer company (see Chapter 5). • Redeemable convertible preference shares are also a hybrid security. They pay a fixed dividend (similar to a fixed interest payment) for a specified period, at which point the holder will have the option to redeem the preference shares for cash or convert them into ordinary shares in the company (see Chapter 5). Stock exchanges therefore facilitate transactions in equity securities, hybrid securities and debt securities. In order to do this, an exchange must maintain a securities trading system and a transaction settlement system. Straight corporate bond a long-term debt instrument paying a fixed interest coupon; principal repayable at maturity Coupon the periodic interest payment attached to a bond issue Floating rate note (FRN) a corporate bond that pays a variable rate of interest; principal repayable at maturity Convertible note a hybrid fixed-interest debt security that includes an option to convert to ordinary shares at a specified date Preference shares a hybrid security that combines characteristics of both equity and debt; preference shares usually pay a fixed dividend and offer the right to convert to ordinary shares at a future date (also known as a redeemable convertible preference share) REFLECTION POINTS • • Corporations fund their operations from a combination of equity and debt. Debt issues may be listed on a stock exchange and provide investors with transparency, liquidity and ease of entry and exit. continued 147 vin22943_ch04_129-160.indd 147 01/09/19 09:22 PM Part 2 Equity markets continued • • • • A straight corporate bond is a fixed-interest security that pays a periodic coupon. The principal is repaid at maturity. A secured bond is known as a debenture; an unsecured bond as an unsecured note. As the interest rate is fixed, the value of the bond will change as interest rates in the current market change. A floating rate note (FRN) is a corporate bond that pays a variable coupon rate, which will be based on a published reference rate. A convertible note is a hybrid security that pays a fixed interest rate and includes an option to convert the note at a future date into ordinary shares. A redeemable convertible preference share is a hybrid security that pays a fixed dividend. It has an option at maturity to redeem to cash or convert to ordinary shares at a specified price. 4.7 LEARNING OBJECTIVE 4.7 Explain the electronic trading (ASX Trade) and settlement (CHESS) platforms used for share-market transactions by the Australian Securities Exchange (ASX). ASX Trade the electronic securities trading platform used by the ASX to facilitate trading in equity securities listed on the ASX ASX Trade24 the electronic securities trading platform used by the ASX to facilitate trading in futures, options and contracts for difference listed on the ASX The trading and settlement roles of a stock exchange People often talk about the good old days. Well, in the good old days trading on a stock exchange occurred by open outcry. Participants in the market would gather on the floor of a designated exchange and actively call out their buy and sell orders. For example, in the stock exchange in Melbourne, stockbrokers and their staff would meet in a very large room. At one end of the room was a raised platform, behind which was a large blackboard with the code and price for each company listed on the exchange. Down on the floor of the exchange, brokers’ clerks would scream out buy and sell orders. On the platform, stock exchange staff would take those verbal orders and run to the blackboard to change the relevant company information. Entries were made and altered in chalk; thus, these exchange employees were known as chalkies. Needless to say, when the market was hot, noise levels rose and everyone had to scream louder to catch the attention of a chalkie. Sadly, those days have mostly gone. Some open-outcry markets still remain, the best examples being the Chicago Board of Trade and the Chicago Mercantile Exchange. These institutions are worth visiting to get a taste of the intensity of an open-outcry market. Trading and settlement systems used by stock exchanges vary across the international markets. However, the systems are becoming more compatible as stock exchanges in nation-states seek to establish reciprocal trading arrangements with international exchanges. For example, the ASX uses electronic trading platforms known as ASX Trade and ASX Trade24. These platforms are used by other international stock exchanges, in particular the NASDAQ exchange in the USA. ASX Trade is an integrated trading platform that allows the stock exchange to trade all listed securities, including equities, derivatives and interest rate securities, using a single trading platform. ASX Trade24 facilitates global trading in derivative contracts. The buying and selling of listed securities on the stock exchange is initiated through authorised stockbrokers who have access to the ASX electronic trading and settlement systems. The ASX Trade trading platform allows stockbrokers to execute a client’s buy or sell order through computer-based trading from the broker’s office while the client waits on the telephone, or through a computer-based trade instruction given via the internet. In a liquid market, orders are confirmed almost instantly. Figure 4.3 shows the process for buying and selling shares. Buyers and sellers independently provide instructions to their stockbrokers on the quantity and price of a particular share they wish to buy or sell. The broker inputs the order into ASX Trade. The orders are electronically transmitted to the ASX host computer where the orders are recorded in price and time priority order. ASX Trade matches corresponding buy and sell orders based on the bid (buy) and offer (sell) prices and the time the order was received. 148 vin22943_ch04_129-160.indd 148 01/09/19 09:22 PM Chapter 4 The share market and the corporation Figure 4.3 Buying and selling shares on the ASX Buying shares Selling shares Buyer instructs broker to buy specific shares, including quantity, price Seller instructs broker to sell specific shares, including quantity, price Operator enters buy order on ASX Trade Operator enters sell order on ASX Trade ASX Trade records instructions in priority order based on price and time of receipt ASX Trade matches buy/sell orders and executes the trade Stockbroker sends contract note to buyer confirming transaction Stockbroker sends contract note to seller confirming transaction Buyer forwards amount direct, or credits funds to a cash management account held by broker Seller advises the sponsor broker of the required uncertificated holder information Shares transferred electronically by selling broker to buying broker through CHESS and share registry notified Share registry records new ownership details and issues holding statements to both buyer and seller At the same time, settlement funds are transferred between brokers via CHESS With the ASX, the actual share certificate is no longer issued to the shareholder. An electronic record is maintained of share ownership. Therefore, shares listed on the ASX are known as uncertificated securities. On completion of the trade, each stockbroker will forward a contract note to the buyer and seller, confirming the transaction details. The trading transaction is completed through the Clearing House Electronic Sub-register System (CHESS). The buyer will arrange payment, usually by authorising the broker to draw on credit funds held in a cash management account held with the broker or other financial institution. Settlement, that is, the transfer of ownership and value payment, occurs through CHESS. The ASX plans to replace CHESS with a new system in 2021. ASX Trade provides a fast and efficient trading system, delivering data latency down to 250 microseconds; in addition, it disseminates information to the main market participants. The electronic system allows brokers to monitor the market constantly, to enter bid and offer orders and to monitor and adjust outstanding orders if necessary. Certain trading principles apply during normal business hours: overlapping bids and offers are executed at each price level in the order in which they were entered into the system. At the opening of Uncertificated securities electronic record of share ownership; original share certificate is not issued Contract note sent by a stockbroker to a client advising details of a share transaction CHESS the electronic securities transaction settlement platform used by the ASX Bid and offer bid is an order to buy; offer is an order to sell 149 vin22943_ch04_129-160.indd 149 01/09/19 09:22 PM Part 2 Equity markets Settlement risk the possibility that one party to a financial transaction will not deliver value trade, if there are bids and offers with overlapping prices, the trades are shared between all parties who had lodged orders, provided there is sufficient stock available. It is imperative for an efficient market to develop a secure settlement procedure in order to minimise the risk of failed settlement by a party to a buy/sell transaction. This risk is known as settlement risk. In volatile market conditions, the risk of non-settlement increases directly with the time that elapses between the execution of an order and the value settlement of the transaction. CHESS, the electronic settlement system used by the ASX, has two major functions: 1 It facilitates the settlement of transactions conducted through ASX Trade. Electronic sub-register a computer-based system that records securities ownership T+2 settlement of a share transaction will occur in two business days CHESS sponsor market participant such as a stockbroker that has access to CHESS 2 It provides an electronic sub-register that records the ownership of listed securities. Currently, the ASX requires settlement of trades to occur two business days after the transaction (T + 2). In order to achieve this standard, all companies must issue uncertificated securities, so that electronic transfer of ownership and settlement can occur quickly. After a transaction, a shareholder will receive a holding statement from the CHESS sub-register or, alternatively, on the sub-register of individual companies. A shareholder who wishes to trade uncertificated shares must conduct the transaction with a CHESS sponsor. Participants with direct access to CHESS are sponsors and are able to facilitate transactions of other shareholders. Stockbrokers, most large institutional investors, custodian nominees and trustee companies all act as sponsors. CHESS maintains a record of all CHESS-sponsored transactions and changes in ownership, and that information is transferred electronically to the share sub-registry. Holding statements will be issued on behalf of companies to uncertificated shareholders who are sponsored by brokers or institutions that participate in CHESS. A separate statement is issued for each security held. The linking of CHESS to the Australian bank payments system provides for cleared funds settlement between the brokers of the buyer and the seller of shares. The above information relates to just one trading system and settlements system, and it is worthwhile to compare it with other systems. The internet provides an easy means of doing this. A recommended starting point is the New York Stock Exchange system, which can be accessed at www.nyse.com. REFLECTION POINTS • • • • • • LEARNING OBJECTIVE 4.8 Recognise the importance of information flows to the efficiency and integrity of stock exchanges. To support the primary market and secondary market roles, an exchange must provide trading and settlement platforms. Major exchanges use high-speed, robust technology-based systems. ASX uses ASX Trade, which is an integrated system that allows the stock exchange to trade all listed securities. ASX Trade24 facilitates global trading in derivative contracts. Authorised stockbrokers have access to the ASX platforms. Investors lodge buy and sell orders with their stockbroker, generally using the internet. The broker will issue a contract note, which provides full details of the transaction. Settlement will normally occur in T + 2 business days when transfer of ownership and financial settlement will be processed through CHESS. CHESS will issue a holding statement on the uncertificated shareholding. 4.8 The information role of a stock exchange Information moves share prices. In Chapter 7 important approaches to analysing and explaining share price movements are considered: fundamental analysis, technical analysis, the random walk hypothesis and the efficient market hypothesis. In particular, the hypotheses imply that the current 150 vin22943_ch04_129-160.indd 150 01/09/19 09:22 PM Chapter 4 The share market and the corporation price of a share will reflect all available information in the market, and that any change in the share price will be in response to new information coming to the market. Clearly, the role of a stock exchange in facilitating the flow of information to the market is critical for the efficiency and integrity of the market. Legislative and stock exchange requirements for the provision of information to the markets vary between countries. In this text, some of the requirements of the ASX are considered. The ASX has a number of specific listing rules that relate to the provision of information, in particular continuous disclosure rules that are designed to ensure a well-informed market. As new information is received by the ASX, it disseminates this information to market participants. For example, if you go to the home page of the ASX (www.asx.com.au), you will see a Price sensitive announcements box which lists the company code and time of the last 20 announcements. Click the ‘View all recent’ box to see all announcements. Any information concerning a listed entity that a reasonable person would expect to have a material effect on the price or value of the entity’s securities must immediately be given to the ASX. In Australia, the Corporations Act (Cwlth) states that a reasonable person would consider information to be material if it would be likely to influence persons who commonly invest in securities in deciding whether or not to subscribe to, or buy or sell, the securities. To give some idea of the extent of information that flows into the market, the following is a selection of material information relevant to a listed corporation that would require disclosure: • • • • • • • • • a change in the corporation’s financial forecasts or expectations the appointment of a receiver, manager, liquidator or administrator a recommendation or declaration of a dividend or distribution notice of a takeover bid or an intention to buy back issued shares a proposal to restructure the capital base of the corporation a notice of general meetings of shareholders, including motions to be put to the meeting and the outcomes of those motions a change in the chairperson, directors or auditors copies of any documents forwarded to shareholders disclosure of directors’ interests. Listed corporations and other entities are also required periodically to report their financial statements to the exchange. (Note: the ASX listing rules are discussed in detail in Chapter 5.) The rapid flow and dissemination of information into the markets is essential to maintaining market efficiency and retaining the confidence of market participants. A stock exchange must establish rigorous rules and be vigilant in monitoring information flows to the exchange. Market participants that breach the stock exchange’s information rules will be subject to disciplinary action by the exchange and ASIC. In certain situations this might include the delisting of the company. Listing rules specific criteria that must be met by an entity seeking listing on a stock exchange Continuous disclosure a listed entity must promptly advise the stock exchange of any material changes relating to the corporation Liquidator a party appointed to manage the winding up of a company Directors’ interests assets, contracts and other items in which a director has a beneficial interest REFLECTION POINTS • • • Share prices move as demand and supply for shares change. Demand and supply changes as a result of new information coming to the market. Stock exchange listing rules require continuous disclosure of information that may impact upon investment decisions and share prices. This is in addition to prescribed reporting requirements, such as the lodging of periodic financial statements. A stock exchange will monitor information flows to ensure the market is fully informed in order to maintain the integrity and confidence in the market. 151 vin22943_ch04_129-160.indd 151 01/09/19 09:22 PM Part 2 Equity markets 4.9 LEARNING OBJECTIVE 4.9 Identify the principal regulators that affect the behaviour of participants in the Australian share market. Australian Securities and Investments Commission (ASIC) the regulatory body responsible for the supervision of the Corporations Act in Australia Delisting removal from quotation on a stock exchange of the securities of an entity The regulatory role of a stock exchange Given the importance of the share market in encouraging and facilitating the raising of risk capital or equity finance, it is important that the participants in the market have confidence in the integrity of its operation. Each nation-state is responsible for the regulation and supervision of its own stock exchanges. The methods vary from country to country; however, all developed countries maintain a government-appointed regulator to supervise the country’s corporations legislation, and each stock exchange assumes an important regulatory role over entities listed on its exchange. Here we consider the regulatory structure applied to the Australian equity market. In line with the more reputable of the international share markets, the operation of the Australian share market is quite heavily regulated and supervised. The two major supervisors are the Australian Securities and Investments Commission (ASIC) and each stock exchange itself. In 2009, the Australian government announced a policy initiative that allows increased competition in the securities market; that is, it is now possible for new stock exchanges to seek approval to operate in competition with the current principal stock exchange, the ASX. ASIC has responsibility for the supervision of real-time trading on Australia’s domestic licensed markets, including responsibility for the enforcement of laws against misconduct in the markets and the supervision of financial services licence holders. ASIC has an integrated market surveillance system to support its commitment to market integrity and a fair, orderly and transparent market. ASIC has established market integrity rules that apply to market operators, market participants, other prescribed entities and financial products traded on the relevant markets. ASIC is responsible for supervising compliance with these rules. ASIC is also responsible for the market disciplinary panel. This panel is the main forum for disciplinary action for breaches of the market integrity rules. Stock exchanges within Australia have a responsibility for the oversight of listed entities under the exchange’s listing rules. The exchange is also required to monitor and enforce compliance by market, clearing and settlement participants with its operating rules. For example, the ASX has a wholly owned subsidiary company, ASX Compliance, which is charged with these responsibilities. As mentioned above, the ASX has continuous disclosure provisions in its listing rules. ASX surveillance monitors market trading to identify situations where trading volumes or price movements indicate the market may not be fully informed. For example, a sudden increase in price and volume of a particular company share may be the result of information that has not been publicly announced to the market. The surveillance systems automatically generate an alert. If necessary, the relevant company will be asked to explain. If the explanation is not satisfactory, further action may be taken, such as a detailed investigation, the imposing of financial penalties, suspension or delisting from the official list of the exchange, and formal reporting to ASIC for further action. Another important participant in the regulatory structure in Australia is the Reserve Bank of Australia (RBA). The RBA is responsible for the monitoring and assessment of licensed clearing and settlement platforms and systems; for example, CHESS which is operated by the ASX. In particular, the RBA ensures participants comply with its Financial Stability Standards in order to reduce systemic risk within the financial system. REFLECTION POINTS • • Each nation-state is responsible for the regulation and supervision of its own stock exchanges. Usually this role is shared between government-appointed regulatory authorities and the actual exchange itself. In Australia, the Australian Securities and Investments Commission (ASIC) has responsibility for the supervision of real-time trading in the domestic licensed markets. 152 vin22943_ch04_129-160.indd 152 01/09/19 09:22 PM Chapter 4 The share market and the corporation • • • • ASIC is responsible for enforcement of laws against misconduct, and the supervision of financial services licence holders. ASIC maintains an integrated surveillance system. Breaches of rules are enforced by a disciplinary panel. ASX also monitors continuous disclosure through its own compliance subsidiary. It may impose penalties, suspend or delist a corporation and forward a formal report to ASIC for further action. The Reserve Bank (RBA) monitors the licensed clearing and settlement platforms and systems in order to ensure financial stability and reduce systemic risk in the financial system. 4.10 The private equity market In this chapter we have focused on the stock market, as it is the major source of equity funding for corporations. However, in a competitive global market where there are only limited restrictions on the flow of capital, there has been considerable growth in another source of equity funds, namely, the private equity market. Private equity is an alternative equity funding source for those companies that are unable to, or choose not to, access equity funding through a public issue in the share market. For example, small unlisted companies may need to raise additional equity to support a new and growing business. Alternatively, a listed corporation may find itself in financial difficulty and seek to restructure the organisation by selling some of its non-core business to private equity investors. Typically, private equity funding is provided to higher-risk companies. Having regard to the direct relationship between risk and return, private equity providers are seeking to gain higher returns on their investment. Quite often, companies seeking private equity do not have adequate collateral or profit performance to attract investors within the normal share market or banking sources of funds. Private equity market funding is usually directed towards: • • • • LEARNING OBJECTIVE 4.10 Explain the structure and purpose of the private equity market. start-up funds for new companies to allow the business to develop its products and services business expansion funds that allow a company to grow the current business operations recovery finance for companies that are currently experiencing financial difficulty management buy-out financing where the existing company managers seek to buy the existing business funded, in part, with private equity. The majority of private equity is provided through funds that are established for this purpose; that is, funds which specialise in seeking out and analysing potential private equity opportunities or targets. Within Australia, the major providers of funds for the private equity funds are superannuation funds and life insurance offices. These institutional investors seek to increase the overall return on their large investment portfolios by including a proportion of higher-risk investments. The nature of equity is long-term finance; however, the investment horizon of private equity investors is often for a shorter period, usually less than five to seven years. As private equity has limited liquidity—that is, it cannot be sold through the share market—a principal objective of private equity investors is to improve the profit performance of the company significantly so that the company can be listed on a stock exchange through an initial public offering (IPO) or sold to a trade buyer. Alternatively, the investors may seek to break up the company and sell the component parts in order to achieve a return on investment. Private equity funding tends to grow in times of sustained economic growth. On the other hand, in times of an economic downturn, new private equity funding will fall significantly. 153 vin22943_ch04_129-160.indd 153 01/09/19 09:22 PM Part 2 Equity markets REFLECTION POINTS • • • • • Private equity is an alternative source of equity funding for a company. Private equity may be provided for start-up companies, business expansion for existing companies, recovery finance for corporations in financial difficulty or management buy-outs. Specialist private equity funds obtain the majority of their funds from institutional investors. Private equity funding is regarded as a higher-risk investment. The principal objectives of private equity funds may be to improve company performance in preparation for an IPO or trade sale, or the break-up of a company so that the component parts may be sold separately. CASE STUDY DEVELOPMENT OF INDUSTRIAL SCALE BLOCKCHAIN IN AUSTRALIA Digital currencies like bitcoins are based on blockchain technology, regarded as one of the most innovative and exciting developments in finance. The blockchain is envisioned to be the new internet with data integrity, authenticity and accuracy that enable development of future applications (Mermer, 2018). What is more interesting is that the world’s first industrial-scale blockchain will start operations towards the end of 2020 at the ASX in Australia. The ASX has revealed that the new technology will automate various corporate actions, streamline the processes and reduce costs. The current system used by the ASX, also known as CHESS (Clearing House Electronic Sub-register System), was extremely successful; however, the fact that more than 20 years have passed since its creation necessitated a change. It is expected that the new Distributed Ledger Technology (DLT) will be able to clear and settle cash worth $2 trillion in the Australian equities market (Eyers, 2018). According to the ASX, the benefits of such a transition could include the following; 1. Greater control to issuers and investors by offering high security and simplified access to the registers. 2. Smooth integration with upstream and downstream businesses globally with flexible technology. 3. An increase in user confidence in the system by making it traceable and secure. 4. The removal of paper-based processes and a reduction in the chances of manual errors because of new streamlined functions and workflows (Chohan, 2017). The traditional settlement mechanism, where participating organisations needed to send details of financial transactions to a clearing house for recording in a centralised registry, has proved to be timeconsuming. Industrial scale blockchain has captured the interest of such organisations, with its capability to reduce transaction time and costs while keeping security intact. In simple terms, blockchain is a data structure that creates digital transaction ledgers that will be shared among a network of participating organisations without a central authority. The major Australian banks, such as the Commonwealth, Westpac and NAB, commenced operations with DLT from late 2015 by joining Hyper Ledger project developed by IBM. When it comes to blockchain or any other technology with digital back-up, the primary concern revolves around the issue of security and opportunities for manipulation. It is notable that there exist two types of blockchain technology based on permissions. The public blockchain technology is subject to the risk of manipulation, whereas private blockchain is considered to be safe due to the extreme difficulty in addition or removal of data. While adding or removing a block of data to the registry, the majority of the 154 vin22943_ch04_129-160.indd 154 01/09/19 09:22 PM Chapter 4 The share market and the corporation References: Chohan, UW 2017, Blockchain and Securities Exchanges: Australian Case Study, 8 December 2017, SSRN: https://ssrn.com/abstract=3085631 or http://dx.doi.org/10.2139/ssrn.3085631 Eyers, J 2018, ‘ASX blockchain to go live at end of 2020’, Financial Review, 27 April, viewed 15 October 2018, https://www.afr.com/technology/asx-blockchain-to-go-live-at-end-of-2020-20180427-h0zcgx Gregory, M 2016, ‘Blockchain is here to stay’, The Australian Business Review, 18 May, viewed 15 October 2018, http://www.theaustralian.com.au/business/technology/opinion/blockchain-is-here-tostay/news-story/3199981db8accb21c18e3811195ff907 Mermer, GB, Zeydan, E & Arslan, SS 2018, ‘An overview of blockchain technologies: Principles, opportunities, and challenges’, In 2018 26th Signal Processing and Communications Applications Conference (SIU), May 2018, IEEE. Discussion points • • Why did ASX vote for a transition from CHESS (Clearing House Electronic Sub-register System) to DLT (distributed ledger technology)? CHAPTER FOUR REVIEW participating organisations have to validate such changes, making it acceptable and safe for business organisations and governments (Gregory, 2018). In the eyes of ASX, what could be the potential benefits of DLT? Master before you move on LEARNING OBJECTIVE 4.1 Understand the structure of a corporation and identify advantages and disadvantages of being a publicly listed corporation. • • • • • • • Members of the board of directors of a corporation are elected by shareholders at a general meeting. The board determines the objectives and policies of the firm, and appoints executive managers, who are responsible for managing the day-to-day business operations and reporting back to the board. With a limited liability company, the liability of a shareholder is limited to the fully paid issue price of the shares. With a no liability company, a shareholder holding any partly paid shares cannot be forced to make further payment, but may forfeit the shares. Advantages of the corporate form of business include access to a large pool of equity funds through the stock market, the separation of ownership (shareholders) and control (managers), the continuity of business operations, the ability to conduct large-scale operations and the opportunity for investors to hold a diversified share portfolio. A potential disadvantage of the corporate form is the agency problem, whereby managers may try to run the business for their own benefit rather than for the shareholders’ benefit. The board of directors should establish strong corporate governance practices to ensure accountability and transparency. 155 vin22943_ch04_129-160.indd 155 01/09/19 09:22 PM Part 2 Equity markets LEARNING OBJECTIVE 4.2 Consider the origins and purpose of a stock exchange. • • • • • The origins of stock exchanges date back to 1553 in England. Today, stock exchanges compete within the international markets where there are continuous flows of information. A stock exchange facilitates the listing of corporations and the quotation, buying and selling of listed securities. An exchange operates a securities trading system and a transaction settlement system. Stock exchanges, and other regulators, seek to maintain the efficiency and integrity of the market. LEARNING OBJECTIVE 4.3 Understand the primary market role of a stock exchange through which corporations raise new funding. • • • • • • • • • The primary market role of a stock exchange relates to the issue of new securities by listed corporations or other entities. The listing of a new company is known as a float or an initial public offering (IPO). The main form of equity issued by a corporation is the ordinary share (common stock). Primary market issues of ordinary shares raise equity capital for corporations. Equity capital is typically used to enable a firm to grow. Shareholders may receive dividends and/or capital gains (or losses). Existing corporations may issue additional equity through rights issues, placements and dividend reinvestment schemes. A stock exchange may also list debt instruments, units in public trusts and derivative products. An issue of equity or debt to the public requires the preparation of a prospectus. 2 279 companies were listed on the ASX as at May 2018. LEARNING OBJECTIVE 4.4 Discuss the secondary market role of the stock exchange through which existing securities are bought and sold. • • • • • The secondary market role provides a market structure for the buying and selling of existing listed securities. Buy and sell orders are lodged through a stockbroker that has access to the exchange’s trading and settlement platforms. Secondary market transactions do not raise additional equity for the original issuing corporation— they are a transfer of ownership for value. Market liquidity is the ratio of turnover to market capitalisation. A deep and liquid market encourages investors. Market capitalisation is the number of issued shares multiplied by the share price. LEARNING OBJECTIVE 4.5 Examine the managed product (exchange traded funds, contracts for difference, real estate investment trusts and infrastructure funds) and derivative product (options, warrants and futures contracts) roles of a stock exchange. • Stock exchanges may list a range of managed and derivative products. These standardised products are known as exchange traded contracts. 156 vin22943_ch04_129-160.indd 156 01/09/19 09:22 PM Chapter 4 The share market and the corporation • • • • • • Exchange traded funds (ETFs) usually invest in a basket of securities listed on the local or international exchanges, foreign currencies or commodities. ETFs provide access to a diversified portfolio of securities. ETFs are a type of exchange traded product (ETP). ETPs include active ETFs, where a manager deploys strategies to outperform a benchmark, and structured products (SPs), which promise to pay a rate of return based on the movement in the price of an underlying asset. A contract for difference (CFD) is an agreement to exchange the net difference in value between the start date and the close date of a CFD. The CFD is based on a specified security. Only a deposit is paid initially, therefore the CFD is highly leveraged (increased risk). A real estate investment trust (REIT) issues units in the trust in order to raise funds to purchase property, including industrial, hotels and leisure, retail and office. Assets generate rental income and (hopefully) capital gains. Infrastructure funds enable investors to gain access to large-scale infrastructure projects, such as utilities, transport, materials handling and communications facilities. An option contract gives the buyer the right, but not the obligation, to buy (call option) or sell (put option) a specified security at a predetermined price and date. The writer of the option receives a premium payment from the option buyer. An equity warrant gives the holder the right to buy (or sell) the underlying security at a specified price on or before a nominated date. Stock exchanges list a wide range of warrant contracts. CHAPTER FOUR REVIEW • A futures contract is an agreement between two parties to buy (or sell) a specified commodity or financial instrument at a specified date in the future. The value of the futures contract moves as the price of the underlying asset in the physical market moves. Settlement may be for delivery of the asset or cash. LEARNING OBJECTIVE 4.6 Explain the interest rate market role of a stock exchange. • • • • • • Corporations fund their operations from a combination of equity and debt. Debt issues may be listed on a stock exchange, which provides investors with transparency, liquidity and ease of entry and exit. A straight corporate bond is a fixed-interest security that pays a periodic coupon. The principal is repaid at maturity. A secured bond is known as a debenture; an unsecured bond as an unsecured note. As the interest rate is fixed, the value of the bond will change as interest rates in the market change. A floating rate note (FRN) is a corporate bond that pays a variable coupon rate, which will be based on a published reference rate. A convertible note is a hybrid security that pays a fixed interest rate and includes an option to convert the note at a future date into ordinary shares. A redeemable convertible preference share is a hybrid security that pays a fixed dividend. It has an option at maturity to redeem to cash or convert to ordinary shares at a specified price. LEARNING OBJECTIVE 4.7 Explain the electronic trading (ASX Trade) and settlement (CHESS) platforms used for sharemarket transactions by the Australian Securities Exchange (ASX). • • • To support the primary market and secondary market roles, an exchange must provide trading and settlement platforms. Major exchanges use high-speed, robust technology-based systems. ASX uses ASX Trade, which is an integrated system that allows the stock exchange to trade all listed securities. ASX Trade24 facilitates global trading in derivative contracts. Authorised stockbrokers have access to the ASX platforms. Investors lodge buy and sell orders with their stockbroker, generally using the internet. 157 vin22943_ch04_129-160.indd 157 01/09/19 09:22 PM Part 2 Equity markets • • • The broker will issue a contract note, which provides full details of the transaction. Settlement will normally occur in T + 2 business days when transfer of ownership and financial settlement will be processed through CHESS. CHESS will issue a holding statement on the uncertificated shareholding. The ASX plans to replace CHESS in 2021. LEARNING OBJECTIVE 4.8 Recognise the importance of information flows to the efficiency and integrity of stock exchanges. • • • Share prices move as demand and supply for shares change. Demand and supply change as a result of new information coming to the market. Stock exchange listing rules require continuous disclosure of information that may impact upon investment decisions and share prices. This is in addition to prescribed reporting requirements, such the lodging of periodic financial statements. A stock exchange will monitor information flows to ensure the market is fully informed in order to maintain the integrity and confidence in the market. LEARNING OBJECTIVE 4.9 Identify the principal regulators that affect the behaviour of participants in the Australian share market. • • • • • • Each nation-state is responsible for the regulation and supervision of its own stock exchanges. Usually this role is shared between government-appointed regulatory authorities and the actual exchange itself. In Australia, the Australian Securities and Investments Commission (ASIC) has responsibility for the supervision of real-time trading in the domestic licensed markets. ASIC is responsible for enforcement of laws against misconduct, and the supervision of financial services licence holders. ASIC maintains an integrated surveillance system. Breaches of rules are enforced by a disciplinary panel. ASX also monitors continuous disclosure through its own compliance subsidiary. It may impose penalties, suspend or delist a corporation and forward a formal report to ASIC for further action. The Reserve Bank (RBA) monitors the licensed clearing and settlement platforms and systems in order to ensure financial stability and reduce systemic risk in the financial system. LEARNING OBJECTIVE 4.10 Explain the structure and purpose of the private equity market. • • • • • Private equity is an alternative source of equity funding for a company. Private equity may be provided for start-up companies, business expansion for existing companies, recovery finance for corporations in financial difficulty or management buy-outs. Specialist private equity funds obtain the majority of their funds from institutional investors. Private equity funding is usually regarded as a higher-risk investment. The principal objectives of private equity funds may be to improve company performance in preparation for an IPO or trade sale, or the break-up of a company so that the component parts may be sold separately. 158 vin22943_ch04_129-160.indd 158 01/09/19 09:22 PM Chapter 4 The share market and the corporation Essay questions Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points you raise in relation to each question. 1 The ‘publicly listed corporation’ is viewed as one of the most important innovations in the history of economic and financial development. Outline the advantages and disadvantages of the publicly listed corporation. (LO 4.1) 2 Smiles Inclusive Ltd is one of the newest public companies to list on the Australian Securities Exchange. Identify and discuss the rights, roles and responsibilities of Smiles Inclusive’s shareholders, board of directors and executive management now that it is a publicly listed company. (LO 4.1) 3 (a) Briefly explain the concept of corporate governance within the context of a corporation. (b) What is the relationship between corporate governance and the so-called agency problem? (LO 4.1) 4 Most developed or developing countries seek to establish modern and efficient stock exchanges. CHAPTER FOUR REVIEW Questions (a) Identify and discuss the five principal functions of a modern and efficient stock exchange. (b) Why is it important to maintain modern and efficient stock exchanges? (LO 4.2) 5 Discuss why a strong primary market is important for economic growth within a country and explain how each of the main participants in the primary issue of securities interacts with each other during the share issuance process. (LO 4.3) 6 (a) Discuss the secondary market role of a stock exchange and its importance to the corporation. Illustrate your answer by using examples. (b) What is meant by the liquidity of the share market? Explain why liquidity in the secondary market is important both to shareholders and to corporations. (LO 4.4) 7 Explain the difference between an ETF and an active ETF. (LO 4.5) 8 With a CFD it is possible to lose many times the initial investment amount. Explain why this circumstance can arise. (LO 4.5) 9 An investor with a small amount ($15 000) to invest wants to gain exposure to the commercial property market in Australia. What sort of investment product is appropriate? (LO 4.5) 10 An investor currently holds shares in Amcor Ltd. The investor is worried about a decline in the price of the shares. What sort of instrument can the investor use to hedge the investment? (LO 4.5) 11 Woodside Petroleum Limited is considering issuing debentures in the capital markets and having the debt debentures quoted on the fixed interest market of the ASX. (a) As the chief financial officer for Woodside you have been invited to explain the issue to a group of investors. Prepare a list and explain the advantages to both Woodside and the potential investor in having the debentures listed. (b) Briefly describe the main characteristics of a debenture. (LO 4.6) 12 (a)Using the example of the trading and settlement platforms used by the ASX, explain the process whereby one investor places a buy order for 1 000 Rio Tinto Limited shares and another investor places a sell order for 1 000 Rio Tinto Limited shares; both orders at market price. (LO 4.7) 159 vin22943_ch04_129-160.indd 159 01/09/19 09:22 PM Part 2 Equity markets (b) Within the context of the above Rio Tinto share transaction, define and provide examples of the following: • • • • uncertificated shares share contract note settlement risk T + 2 business days. (LO 4.7) 13 (a)It may be argued that information is the life-blood of an efficient stock market. Explain this proposition. (b) Within the context of the ASX, explain the requirements and purpose of continuous reporting. (c) Identify, using examples, five different pieces of information that are regarded as being material and therefore should be reported to the stock exchange. (LO 4.8) 14 Outline the regulatory structure and the responsibilities of the main supervisors of market integrity and market participants’ behaviour in Australian stock exchanges. (LO 4.9) 15 The private equity market is an alternative source of equity funding for business. Explain how this market typically operates. (LO 4.10) KEY TERMS active ETFs 143 dividend reinvestment scheme 138 physical market 141 agency problem 135 ASX Trade 148 electronic sub-register 150 preference shares 147 ASX Trade24 148 exchange-traded contracts 142 primary market 138 Australian Securities and Investments Commission (ASIC) 152 exchange traded funds (ETFs) 142 prospectus 139 bid and offer 149 exchange traded products (ETPs) 142 put option 144 board of directors 134 exercise price 145 call option 144 floating rate note (FRN) 147 CHESS 149 hedge 142 right of perpetual succession 135 CHESS sponsor 150 infrastructure fund 144 rights issue 138 continuous disclosure 151 interest rate market 146 settlement risk 150 contract for difference (CFD) 143 limited liability company 134 share market 135 liquidator 151 share options 136 contract note 149 listing rules 151 straight corporate bond 147 convertible note 147 market capitalisation 141 structured products (SPs) 143 corporate governance 136 market liquidity 141 T + 2 150 corporation 134 uncertificated securities 149 coupon 147 new float or initial public offering (IPO) 138 delisting 152 no liability company 134 derivative 141 objectives and policies 134 directors’ interests 151 over-the-counter contracts 142 placement 138 publicly listed corporation 134 real estate investment trust (REIT) 144 warrant 145 warrant issuer 145 World Federation of Exchanges 138 160 vin22943_ch04_129-160.indd 160 01/09/19 09:22 PM CHAPTER 5 Corporations issuing equity in the share market CHAPTER OUTLINE 5.1 The investment decision: capital budgeting 5.2 The financing decision: equity, debt and risk 5.3 Initial public offering 5.4 Listing a business on a stock exchange 5.5 Equity-funding alternatives for listed companies Learning objectives LO 5.1 Understand issues related to the capital budgeting investment decision. LO 5.2 Identify issues relevant to a corporation’s funding choice between debt and equity. LO 5.3 Examine the listing and flotation or initial public offering (IPO) of a business on a stock exchange, including equity-funding alternatives that are available to a newly listed corporation. LO 5.4 Consider important issues associated with listing a business on a stock exchange. LO 5.5 Explore equity-funding alternatives that are available to an established listed corporation, including rights issues, share purchase plans, placements, takeover issues, dividend reinvestment schemes, preference shares, convertible notes and other quasi-equity securities. Extended learning LO 5.6 Explain the listing requirements of the Australian Securities Exchange. vin22943_ch05_161-190.indd 161 01/09/19 09:22 PM Part 2 Equity markets CHAPTER SNAPSHOT Besides the trading opportunities that the equity markets present to investors and institutions, the equity markets represent a deep pool of potential capital to be sourced by corporations seeking to raise funds to manage and expand their existing operations. A company that has reached a certain stage of development may seek to access this pool of capital by listing on the ASX and becoming a publicly traded company. To do so, the company’s owners decide to undertake an initial public offering (IPO). With the help of advisers (investment banks), working on a fee-for-service basis, the company’s owners hope to sell part of their stake in the company at the highest possible price. INTRODUCTION The objective of financial management of a corporation is the maximisation of shareholder value. A firm will typically seek to achieve a wide range of other objectives as well, but each of these objectives should ultimately add value to the corporation and therefore to its shareholders. Other objectives may include minimising the average cost of funding, maximising profit margins, maintaining earnings growth, ensuring a competitive position within the market, ensuring the firm meets its social obligations and managing the operations of the firm to ensure business continuity. Fundamentally, a corporation will create shareholder value by finding projects that return more than what they cost on a present value basis. A project could be a marketing campaign, a takeover of another company, a new product idea or positioning the company in a new geographical market. The decision to allocate capital to any of these projects is called the capital budgeting decision. For example, the decision by Apple Corporation to build and market the iPod was a capital budgeting decision. The iPod was a very successful project. It certainly returned much more than what it cost and created value for Apple’s shareholders. The focus of Part 2 of the text is on equity funding, but it must be understood that a corporation will finance its activities from a combination of equity funds and debt funds. Section 5.2.1 provides a discussion of the importance of the ratio of debt-to-equity financing. Later chapters will look specifically at the different types of short-term and longer-term debt financing available to a corporation. The study of corporate finance traditionally distinguishes four aspects of financial management. These are described as: • • • • the investment decision or capital budgeting process the financing decision or capital structure process liquidity or working-capital management the dividend policy decision. The investment decision relates to the objectives of the corporation and is affected by the type of business activity the firm intends to conduct. In other words, what assets does the corporation need to obtain, or invest in, so that it can achieve its business objectives? Once the corporation has determined what assets it needs to acquire, it then needs to decide how it is going to raise the funds to finance the acquisition—the financing decision. This chapter considers how a firm wishing to become a publicly listed corporation will raise equity funds through an initial public offering (IPO), and then how an existing listed corporation is able to raise additional equity funds to support its ongoing business growth. Having acquired its assets, the firm needs to manage its day-to-day operations, and therefore its working capital. The corporation needs access to short-term funding to finance the purchase of inventory, to meet expenses and to pay creditors as they fall due. Finally, once the corporation begins to conduct its business activities, it is assumed that it makes a profit. Financial management therefore needs to consider issues related to the distribution of profits. 162 vin22943_ch05_161-190.indd 162 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market What proportion of the profits should be returned to the owners of the business (the shareholders)? What proportion should be retained to provide further equity funds to support the future growth of the business? This is referred to as the dividend policy decision. This chapter extends the discussion on the first two aspects of corporate finance: (1) the investment decision and (2) the financing decision. REFLECTION POINTS • • A principal objective of the financial management of a corporation is the maximisation of shareholder value, but within the context of the firm’s objectives and policies. Financial management includes the investment decision (capital budgeting), the financing decision (capital structure), liquidity or working-capital management and the dividend policy decision. 5.1 The investment decision: capital budgeting Capital budgeting refers to the choices that a company makes when allocating or budgeting its capital. For example, capital may be allocated to an expansion of existing operations into new markets (such as overseas), the opening of new stores, the engagement of an advertising firm to launch a new marketing campaign for the firm’s products, the purchase of a new piece of machinery, the design and development of a new factory assembly line or the development of a new product. The range of possibilities for the decision maker is potentially unlimited. It may be desirable to expand the existing business in the same core areas in which it is currently operating, or it may be advantageous to diversify the scope of its business operations. Also, it may be appropriate for the business to invest funds in financial assets, rather than in real assets such as property, plant or equipment. This decision is referred to as the investment decision (or capital budgeting); that is, the process whereby a corporation manages its long-term investments. The investment decision is not simply a function of a corporation deciding what it wants to do. The basic principle—to maximise shareholder value—must be remembered. Therefore, the firm must be certain that its decisions will in fact add to shareholder value. At times, a corporation will have a number of choices as to which projects it might decide to carry out. Again, it needs to measure the relative financial and operational advantages of each choice and place each choice within the strategic context of the overall operations of the organisation. A corporation needs to be able to quantify its alternative investment opportunities in order to determine which proposal should proceed, and which should be deferred or rejected. Two important quantitative measures that assist management in making those decisions are: • • LEARNING OBJECTIVE 5.1 Understand issues related to the capital budgeting investment decision. Capital budgeting the choices that a company makes when allocating its capital Investment decision the capital budgeting process that determines the strategic activities of a firm net present value internal rate of return. 5.1.1 Net present value The net present value (NPV) of an investment is the difference between its costs and its returns over time. What is meant by the present value? Money has a time value. Money today is worth more than the same amount received in the future. This is due to risk and uncertainty, the presence of inflation— which erodes purchasing power over time—and the fact that people are generally impatient. If you are promised a payment of $1 100 and the payment will be made one year from today, the present value of that payment is determined by discounting it. The magnitude of the discount rate reflects the market’s Net present value (NPV) the difference between the cost of an asset and the present value of future cash flows Present value the current value derived by discounting a future cash flow by a required rate of return 163 vin22943_ch05_161-190.indd 163 01/09/19 09:22 PM Part 2 Equity markets assessment of uncertainty, risk, inflation and people’s desire to save or consume. If the discount rate is 10.00 per cent per annum, we find the present value of the $1 100 to be received one year from today by dividing it by one plus the discount rate or 1.10. The present value is $1 000. This can be written more formally as: Present value = S (1 + k) −n −1 = $1 100( 1.10) = $1 000 5.1 where: S = the future amount k = the current discount rate expressed as a decimal n = the number of interest periods The present value is defined as the current value of future cash flows that have been discounted by a required rate of return. The NPV of an investment opportunity is therefore the net difference between the present value of cash flows associated with an investment and the cost of the investment. These calculations can best be understood by applying them to an investment. For example, a business is considering the purchase of a new processing machine that will coat macadamia nuts with chocolate. The machine will cost $40 000 to purchase and install, and has an expected life of three years. The company forecasts annual incremental costs of $15 000 per year and average annual cash sales of $35 000. The machine will have a salvage value of $10 000 at the end of the three years. The required rate of return for the company is 18.00 per cent per annum. The required rate of return is used interchangeably with the term ‘discount rate’. In practice, the firm will usually use the weighted average cost of capital (WACC) as the discount rate. The present value of the investment’s cash flows must be calculated. However, there are two sets of cash flows, each with different characteristics. There are the single cash flows resulting from the purchase of the machine (–$40 000) and the sale of the machine in three years’ time (+$10 000). There is also a series of equal cash flows that occur annually over the three-year period. These cash flows are the net of the cash sales ($35 000 less expenses of $15 000, equalling $20 000 per annum). Two formulae are needed to calculate the present values of the future cash flows: 1 the present value of the net annual cash flows can be worked out using the present value of annuity formula if all of the cash flows, C, are the same: Present value = C [ _ ] k 1 − ( 1.18 = 20 ) −3 000[_ ] 0.18 = $43 485.46 1 − (1 + k ) −n 5.1a 2 the present value of the salvage value: Present value = S (1 + k) −n −3 = $10 000(1.18) = $6 086.31 5.1b Add the two present values (above) together and the present values of the cash flows is $49 571.77. To determine the net present value of the project, the cost of the machine (–$40 000) must be deducted. $40 000 + $49 571.77 Net present value = − = $9 571.77 NPV decision rule accept an investment opportunity that has a positive NPV 5.1c The above investment produces a positive NPV based on the projected cash flows and the corporation’s required rate of return. The NPV decision rule that should be adopted is that a company should accept an investment proposal that has a positive NPV and reject any proposal with a negative NPV. (The discussion of the present value of a cash flow or a series of cash flows is extended in Chapter 8.) Calculating the NPV to determine whether an investment will add to shareholder value seems relatively simple. However, NPV is based only on the corporate finance team’s best forecasts or projections. The projected cash flows over the term of the project are estimates. The environment in which a business 164 vin22943_ch05_161-190.indd 164 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market operates is dynamic; things change, including cash flows. This obviously will have an impact on the original NPV calculation. Management must challenge the cash-flow estimates and determine the level of confidence it has in them. Also, the discount rate used, or the required rate of return, will influence the NPV. Again, management must be able to support the discount rate applied to NPV calculations. 5.1.2 I NTERNAL RATE OF RETURN Another method regularly used by corporations to determine whether a business investment proposition is acceptable is known as the internal rate of return (IRR). The IRR is often regarded as being easier to understand in that it provides an actual percentage figure as the rate of return. NPV, on the other hand, provides a positive or negative dollar amount. The IRR on a business investment is defined as the discount rate that results in an NPV of zero when it is used to discount an investment’s forecast cash flows. The basic rule is that an investment is acceptable to a corporation if its IRR is greater than the firm’s required rate of return (discount rate or weighted average cost of capital). If the IRR is less, it should be rejected. The IRR and the NPV are obviously related. If the IRR is greater than the required rate of return, the NPV will be positive and vice versa. Manually calculating the IRR on a business investment (without the use of an electronic calculator) is difficult, and usually requires a series of trial-and-error calculations. However, a basic financial calculator will calculate the IRR with a few keystrokes. The following example presumes access to a financial calculator. While the keystrokes for different brands of calculators may vary, the data inputs will be the same. The data required are the net cash flows per period and the number of periods per year. Continuing with the hypothetical chocolate-coating machine in the previous NPV example, and using a Hewlett-Packard Business calculator, input the following: payments per year = 1 net cash flows: period 0 = − $40 000 period 1 = $20 000 period 2 = $20 000 period 3 = $30 000 (i.e. $20 000 revenue + $10 000 salvage ) Internal rate of return (IRR) the discount rate that results in an NPV of zero 5.1d Keystrokes: P 1 [secondfunction] ___ YR − 40 000 CFj 20 000 CFj 20 000 CFj 30 000 CFj IRR [second function] ___ YR Answer: IRR = $31.45% 5.1e Referring back to the calculation of NPV, the inclusion of the following two additional keystrokes on the calculator will obtain the NPV: I 18 ___ YR [second function] NPV Answer: NPV = $9 571.77 5.1f If the corporation’s required rate of return is less than 31.45 per cent per annum, the business investment opportunity is acceptable. The above IRR calculation is reasonably easy to achieve and interpret, providing the corporation is confident in its cash-flow forecasts. However, the simplified procedure suffers from two shortcomings, the solutions for which are beyond the scope of this text. 165 vin22943_ch05_161-190.indd 165 01/09/19 09:22 PM Part 2 Equity markets Non-conventional cash flows occur when the ongoing cash flows from an investment are not always positive Mutually exclusive projects from a choice of two or more projects, only one project will be chosen The first problem occurs when the cash flows associated with an investment are non-conventional cash flows. In the example above, there was an initial negative cash flow followed by a series of positive net cash flows. To be precise, the ‘sign’ of the cash flows changed only once, from the negative initial cash flow to the series of positive cash flows. If there are multiple changes in sign, there will not be a unique IRR for the project. If there was a negative cash flow in the final period of the project because the company needed to clean up the site of its operations, for example, there would be two changes in sign (negative to positive to negative) and no unique IRR. In this situation the financial calculator will usually give an error message. The second problem occurs when investment choices are mutually exclusive projects. This is a situation where a business will choose one of two investment alternatives. The IRR may give a misleading decision rule in that it does not account for the present value of the cash flows. The timing and size of the cash flows associated with an investment are important when choosing between investment alternatives. In this situation it is better to revert to the calculation of NPV. REFLECTION POINTS • • • • • The investment decision derives from the firm’s objectives and relates to the acquisition of assets necessary to conduct business operations. A firm will acquire assets that make a positive contribution to shareholder value. Two methods used to measure this contribution are the net present value and the internal rate of return. The net present value (NPV) of an investment is the difference between the present value of an investment’s costs and its returns over time. The present value discounts future cash flows by the required rate of return. A firm should accept an investment opportunity that has a positive NPV and reject those with a negative NPV. The internal rate of return (IRR) on an investment is the required return that results in an NPV of zero when it is used as the firm’s discount rate. An investment may be accepted if the IRR is greater than the required rate of return. Two problems may be evident with IRR calculations; the first is when non-conventional cash flows occur, and the second is when investment choices are mutually exclusive. 5.2 LEARNING OBJECTIVE 5.2 Identify issues relevant to a corporation’s funding choice between debt and equity. Financing decision the capital structure that finances a firm’s assets and activities Business risk exposures to factors that have an impact on a firm’s activities and operations The financing decision: equity, debt and risk The second financial management decision, referred to as the funding decision or financing decision, relates to the question of how a business investment is to be funded. In traditional terms, the decision makers have the choice of financing the investment through the use of debt or through the use of equity. In reality, a combination of both forms of finance will be used. The principal financial objective of the corporation is to maximise shareholder value over the longer term, subject to an acceptable level of risk. Risk can be defined as the variability or uncertainty of returns from the business’s investments. Since returns are generated from the net cash flows of the business, risk is measured by the variance in net cash flows. What are the sources of risk? Risk is often presented as deriving from two distinct sources: business risk and financial risk. Business risk is determined in part by the corporation’s choice of business activity, and the manner in which it conducts its business operations. A speculative mining company, while offering the chance of high returns, is generally exposed to high levels of operational risk, whereas a company with diversified business operations is typically exposed to a lower degree of risk, but offers lower expected returns. A company that is reliant upon technology-based product delivery systems is vulnerable to a failure of those systems. A business that currently enjoys a large proportion of market share for its product is exposed to the threat of new competitors entering the market and chipping away at that market share. 166 vin22943_ch05_161-190.indd 166 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market Business risk is also affected by factors such as the rate of growth of that sector of the economy in which the firm is operating, the firm’s share of the market, the aggressiveness of the competition it faces and, most importantly, the competence of the firm’s management and workforce. The combination of these factors will determine the magnitude of the profits generated by the firm’s assets and the variability of the expected profit stream. Financial risk is important as it has a direct impact on the value of assets and liabilities on the balance sheet as well as affecting the level of cash flows passing through the business. There are many broad categories of financial risk. • • • • • • Interest rate risk is evident where interest rates may potentially move in a direction that adversely affects the cost of funds or the return on investments. For example, a rise in interest rates will adversely affect the cost of variable-rate debt issued by corporations. Financial risk exposure to factors that affect the value of assets, liabilities and associated cash flows Foreign exchange risk is evident when a firm has balance-sheet assets and liabilities, and associated cash flows, denominated in a foreign currency. Movements in the exchange rate will affect the value of these items. For example, a company that imports goods from overseas, where payment is to be made in USD, will be adversely affected by a depreciation in the exchange rate; that is, it will be more expensive to purchase the USD required to pay for the imported items. Liquidity risk is about having sufficient cash, liquid assets or access to funding sources to meet forecast day-to-day operating requirements. For example, a company needs to be able to pay creditors when due, purchase inventory, pay staff and meet other operating expenses. A bank overdraft may be used for this purpose (see Chapter 9). Credit risk is a situation in which debtors do not repay their obligations on time or default in repayment. For example, a company might have provided goods to a client with payment due in 30 days, but the company is unable to collect the amount due because the client has gone into liquidation. Capital risk occurs when shareholders’ funds are insufficient to meet capital growth needs or, in an adverse situation, to write off abnormal losses. For example, a corporation might be aware of a new business opportunity, but is unable to fund the purchase without breaching debt-to-equity loan covenants on an existing loan from its bank. Country risk is the risk of financial loss associated with a fixed exchange-rate currency devaluation, currency inconvertibility, rescheduling of external debt, barriers to funds transfers, political developments in a nation-state resulting in expropriation of a company’s assets, legal restrictions, freezing of company assets or forced divestment of assets. 5.2.1 F INANCIAL RISK AND THE DEBT-TO-EQUITY RATIO Financial risks attach to both debt and equity issued by a business; however, all else being equal, the greater the proportion of debt relative to equity, the greater the risk to the business and its shareholders. This conclusion flows from the obligation that attaches to debt. A fundamental characteristic of debt is that interest payments and principal repayments on debt must be paid when they fall due. On the other hand, shareholders only receive a dividend payment if the directors approve such a payment. Also, in the event of the failure of the business, the providers of debt funding rank ahead of equity holders in their claim on the assets of the corporation. To dispel any idea that the raising of debt finance is necessarily against the interests of the shareholders, however, it is important to recognise that increasing the degree of leverage, or debt, of the business may significantly improve the shareholders’ earnings attributable to ordinary shares, or expected earnings per share (EPS). This can be understood by considering a situation in which the business can borrow funds at 9.00 per cent per annum and in which it expects to be able to earn a net return of 15.00 per cent on its assets. Under those circumstances, shareholders benefit from the net 6.00 per cent positive return. Earnings attributable to ordinary shares the net accounting earnings on a company’s shares expressed in cents per share 167 vin22943_ch05_161-190.indd 167 01/09/19 09:22 PM Part 2 Equity markets However, if the debt-financed expansion resulted in a return of less than 9.00 per cent on assets, shareholders would suffer. In determining the appropriate mix of debt and equity, the corporate finance manager faces a dilemma. The higher the proportion of debt, the higher will be the potential return on shareholders’ funds, or EPS. However, increased debt exposes the shareholders to a greater variance in their EPS, and the firm is exposed to a greater risk of insolvency because income or revenue may fail to reach the expected levels; nevertheless, debt interest and principal payments must be paid when due. One reason for a sudden fall in expected revenue may be a downturn in economic activity, as was experienced during the global financial crisis. The higher the debt-to-equity ratio, the higher the degree of financial risk. One of the implications of an increase in financial risk is that rational equity holders would demand a higher expected rate of return to compensate them for incurring the higher financial risk. 5.2.2 Debt-to-equity ratio the proportion of a firm’s debt funds relative to its equity funds Gearing ratio the percentage of a firm’s total funding provided by debt Loan covenants W HAT IS THE APPROPRIATE DEBT-TO-EQUITY RATIO? Although there is a wealth of literature on financial management, there is no agreed ideal debt-to-equity ratio. The ratio appears to be decided, in practice, by reference to four main criteria. • • • conditions or restrictions placed on a borrower and specified in a loan contract • First, a firm may consider the ratio that is the norm in the industry in which the firm operates, and adopt something near that ratio. Significant deviations from the industry norm may cause concern for the potential providers of both debt and equity funds. The second criterion for determining future gearing ratio is the history of the ratio for the firm. The ratio employed in the past may be regarded as the norm, and management may be reluctant to change it greatly. If the business has been performing with a return on assets that is acceptable to shareholders, it may be deemed appropriate to continue with a similar gearing ratio. Any significant change in the ratio may result in the disaffection of the current shareholders. The third criterion, and a more appropriate one than the first two, is the limit imposed by lenders. It is quite common for lenders to impose various loan covenants on the borrowings of a company. Loan covenants are conditions or restrictions incorporated into loan contracts that are designed to protect the interests of the lender. (This is discussed further in Chapter 10.) A common covenant is a limit on the ratio of debt liabilities to total assets. If a company exceeds a loan covenant limit, this will constitute a violation of the loan agreement with the lender. The lender may then require the loan to be repaid in full immediately. The fourth criterion in determining the debt-to-equity ratio, and perhaps the most relevant, is management’s decision concerning the firm’s capacity to service debt. The assessment is made by determining the charges, the interest payments and the principal repayments associated with a given level of debt, and assessing the capacity of the firm’s expected future income flows to cover the payments while leaving sufficient profits to satisfy shareholders’ expectations for a return on their equity. The critical issue in the fourth criterion is evaluation of the firm’s expected income flows. Since this clearly cannot be known with certainty, management should consider various scenarios, including the most likely and the most pessimistic income-flow expectations. If the pessimistic assessment shows that a given level of debt can be serviced while allowing shareholders’ expectations to be met, management may accept that level of debt as being satisfactory. Where the cost of debt is exposed to a variable interest rate, a similar range of scenarios must be used to test the capacity to service a given amount of debt under different interest rate scenarios. The most prudent debt-to-equity ratio is the largest ratio at which a corporation still has the capacity to service debt commitments under a pessimistic business scenario. Notwithstanding the above discussion, debt-to-equity ratios tend to vary quite considerably between industry sectors and between individual corporations. For example, in 2018, while the average debt-to-equity ratio in Australia was less than 1.00, ANZ Ltd’s debt-to-equity ratio was 12.78 and NAB’s 168 vin22943_ch05_161-190.indd 168 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market was 13.60. This is typical of commercial banks. The nature of their business—that is, the borrowing of funds in order to provide loans to customers—inevitably means that they will have a great dependence on debt liabilities as a source of funds. However, corporations in many other industry sectors, such as the retail sector, maintain much lower debt-to-equity ratios. For example, in 2018, Woolworth’s debt-to-equity ratio was 0.30. This provides management with the flexibility to make further strategic investments in the future, and also to withstand the adverse impact of an economic downturn on future cash flows. Once a company decides on its appropriate debt-to-equity ratio, it faces the task of securing the desired equity funding. Section 5.3 examines the situation of a newly listed company raising equity through an IPO, Section 5.4 identifies the requirements that must be met by a business seeking to list on a stock exchange and Section 5.5 considers the funding avenues available to a corporation that has already listed on a stock exchange. REFLECTION POINTS • • • • • • The financing decision analyses and determines the combination of funding sources used to finance the business. Risk, being the variability or uncertainty of returns from business investments, affects the financing decision. Risk exposures include business risks, such as competition and the economic cycle, and financial risks, such as interest rate risk and foreign exchange risk. The basic characteristic of debt is that it must be repaid; equity does not have to be repaid. A firm must monitor its debt-to-equity ratio to ensure that it is able to service its debt commitments over time. Too much debt will increase the risk profile of the company and therefore the cost of funds; too low a level of debt may not maximise shareholder value. Gearing ratios will vary between companies, between industry sectors and over time, depending on the economic cycle. 5.3 Initial public offering Our focus is on the publicly listed corporation. However, it should be noted that businesses often evolve from small beginnings: from a sole proprietorship to a private company and eventually to a size where listing on a stock exchange is a possibility. A sole proprietor is both the owner of the business and the manager of the business; the proprietor is personally liable for the liabilities of the business, but is also entitled to all the profits generated. As a business grows, a sole proprietor may seek additional equity funds and therefore form a small private company with a limited number of shareholders. Should the company grow to a point where it wishes to expand its equity and shareholder base further, then becoming a publicly listed corporation is an attractive proposition. Listing on a stock exchange provides access to a large equity capital market that is not available to an unlisted business entity. Access to this market enables a listed corporation to extend the funding base on which it can expand and grow its business activities into the future. Also, as discussed in Chapter 4, shares issued by listed companies are very liquid; that is, they can easily be sold or purchased through a stock exchange, and therefore are an attractive investment option for investors. Another advantage of listing for a corporation is that it raises its profile in the financial markets and in the markets for its products and services. The choice concerning the type of equity available to a business that is listing for the first time is relatively limited. Such a business does not have a history of share price performance, and is thus LEARNING OBJECTIVE 5.3 Examine the listing and flotation or initial public offering (IPO) of a business on a stock exchange, including equity-funding alternatives that are available to a newly listed corporation. 169 vin22943_ch05_161-190.indd 169 01/09/19 09:22 PM Part 2 Equity markets Initial public offering (IPO) an offer to investors of ordinary shares in a newly listed company on a stock exchange Flotation of a business the public listing and quotation of a corporation on a stock exchange Promoter the party (company) seeking to list as a corporation on a stock exchange Underwriting a contractual undertaking to purchase securities that are not subscribed to by investors initially precluded from the alternatives that are available to a successful listed company. The only choice facing most businesses is the form of incorporation; that is, should the business incorporate as a limited liability company or as a no liability company? These structures are discussed in the next subsection. Once the form of incorporation is determined, the sale of ordinary shares is the most usual option available to the business. As discussed below, another option is the issuing of instalment receipts. The initial offering of shares by a new publicly listed corporation is known as an initial public offering (IPO). An IPO is described as the flotation of a business. The method, terms, conditions and timing of an IPO are usually decided after consultation between the business seeking the flotation, known as the promoter, and its financial advisers. The advisers may include a stockbroker, an investment bank and other specialist advisers with the required financial, technical and legal expertise and industry knowledge. The promoter will inform the advisers about the company’s funding requirements, its expectations concerning future profitability and developments, and its expectations relating to the pricing of the shares. Based on the advisers’ experience and knowledge of similar types of companies in the market, and of investors’ current attitudes towards the industry, the advisers will recommend the appropriate timing and structure of the IPO. It is essential for advisers to be competent in legal aspects of an incorporation and listing of a company, and to have sound knowledge of the relevant markets, competitors and investors. The advisers also assist with the preparation of the prospectus (the public offer document) and its lodgement with the corporate regulator. They also ensure that the listing requirements of the stock exchange are met. The preparation of the prospectus is a critical component of the listing process. A prospectus provides detailed information on the past and forecast performances of the organisation, and includes reports from the board of directors and specialist experts and financial statements. All information contained in the prospectus must be verified for accuracy through a process of due diligence, as there are severe penalties for making false or misleading statements or for omitting relevant information. An application form used to subscribe for ordinary shares in the IPO is attached to the prospectus. The IPO advisers usually take an active role in promoting the issue to potential individual and institutional investors. To assist in the selling task, and to guarantee the promoter that all shares offered for sale will be taken up, the advisers may arrange an underwriting group. The advisers normally also take a significant underwriting position. There is no specific requirement that an issue be supported by an underwriter. If an underwriter is appointed, it may be a single underwriter or a syndicate of underwriters. The underwriters (usually one or more investment banks), in consultation with the advisers, will provide advice on: • • • • • • Out-clause specific conditions that preclude an underwriting agreement from being fully enforced the structure of the issue the debt-to-equity ratio the pricing of the issue the timing of the issue the marketing of the issue the allocation of securities. It is possible that the time elapsed between the initial agreement between the promoter and advisers on the price and timing of the issue and the actual float may be such that market conditions have significantly changed, particularly in periods of instability in the share market. If market prices have fallen and the new issue is unattractive under the current circumstances, the underwriters may be left to take a large proportion of the shares on issue. Normally, the underwriters protect themselves against being caught in a situation where there are changes in circumstances that could not have been foreseen at the time of the initial agreement by including an out-clause in the underwriting agreement. The out-clause may relate to the level of a specified share price index, such as the S&P/ASX 200. If the index falls below a nominated level, or by a certain percentage, then the underwriters may be released from their underwriting obligation. It is usual in such circumstances for either the float to be withdrawn or the issue to be re-priced. The costs directly associated with an IPO include fees charged by the advisers for the structuring, valuation and preparation of documentation for the flotation, including legal, financial, technical, 170 vin22943_ch05_161-190.indd 170 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market taxation and specialist expert reports (e.g. geologists’ reports). Other fees will be incurred for accounting advice, printing and distribution and the stock exchange listing. The costs on large issues may be up to 10.00 per cent of the amount raised, while for small issues the costs may be even higher. The underwriting fee usually includes about 1.00 per cent payable as brokerage on allotted shares. 5.3.1 O RDINARY SHARES: LIMITED LIABILITY COMPANIES Two common types of corporate structures are: • • a limited liability company a no liability company. Ordinary shares in a limited liability company are the principal source of equity funding for most listed corporations. Ordinary shares or common stock represent a residual ownership claim on the assets of the firm; that is, they provide a return to the shareholders only after the firm has met its obligations to all other providers of funds, and after all operating expenses have been paid. As contributors of risk capital, shareholders are owners of the business and are entitled to have control over its management. This does not mean that shareholders have a say in the day-to-day management of a firm; rather, control is derived from the voting right attached to each share. The voting right entitles the shareholder to vote for the board of directors and any other motions that the directors may put to the shareholders from time to time. Voting rights are exercised by shareholders at the annual general meeting and any extraordinary general meetings that may be called. The shareholder may vote in person or by proxy. A proxy is someone who is authorised to vote on a shareholder’s behalf at a general meeting of shareholders. For example, shareholders may give their proxy to the chair of the meeting, thus authorising the chair to vote on their behalf. Limited liability shares are usually sold on a fully paid basis; that is, on the initial issue of the share, the shareholder pays the total issue price to the corporation. However, the shares may also be issued on a partly paid or contributing basis, with the remainder to be paid on a specified date. Another form of issue is the instalment receipt. An instalment receipt is issued instead of a partly paid share; upon payment of a specified amount at a future date, the fully paid share is issued as a replacement for the instalment receipt. A holder of instalment receipts generally retains the same rights as a shareholder. In the case of contributing shares, also known as partly paid shares, and instalment receipts in a limited liability company, the shareholder has a contractual obligation to pay the remaining amount when it is called or due. Importantly, with ordinary shares issued by a limited liability company, the shareholder’s liability is limited to the extent of the fully paid share. Therefore, if the share has been fully paid, the shareholder cannot be required to make any further payment to the company, its creditors or a liquidator. The share issue price will be determined by reference to a range of variable factors. Important factors include the expected future earnings of the company, and the price to earnings (P/E) ratios of similar existing firms. Other related factors include the trend in economic activity, both domestic and international, the forecast levels of interest rates, the exchange rate, the performance of the particular industry, the firm’s products and services, and management expertise and performance. 5.3.2 Proxy a party authorised to vote on behalf of a shareholder at a general meeting Instalment receipt issued upon payment of the first instalment on a new share issue; ordinary share issued when final instalment paid O RDINARY SHARES: NO LIABILITY COMPANIES In a diverse economy, a proportion of new business ventures will always be regarded as being highly speculative. This is particularly the case in the resources sector, where a great deal of uncertainty exists with new exploration ventures, such as the search for oil, gas and minerals. With many of these projects, considerable financial investment is required progressively over time before the venture begins to reach a point when positive cash flows are generated. 171 vin22943_ch05_161-190.indd 171 01/09/19 09:22 PM Part 2 Equity markets Such ventures need access to equity funding, but potential shareholders may be deterred by the likelihood that there will be a high level of risk for an extended period. One solution to this problem is the formation of a no liability corporation. A no liability company will issue ordinary shares to raise equity funds, but the shares will be issued on a partly paid basis. In Australia, only mining companies are able to list on the ASX as a no liability company. For example, a gold-mining company has acquired the rights to explore in a certain location. To do this, the company will need finance and may issue ordinary shares at $2.00 per share, but with an initial call (or payment) of 15 cents per share. This will provide the company with enough equity funds to carry out the initial exploration process. If gold is discovered, the company will inform shareholders of the forecast quantities of gold reserves and the commercial viability of mining the gold. To move to the production phase of the business, the company may make a further call on the partly paid shares of 50 cents. At this point, with a no liability company, each shareholder can pay the 50 cent call or decide not to pay the call. The decision will be based on the shareholder’s view of the prospect of the venture succeeding. Shareholders in a no liability company cannot be compelled to meet a call on the shares, but those who do not meet the call forfeit their shareholding. In order to attract risk capital, a no liability company may also offer shareholders an option to purchase additional shares in the company at a predetermined price at a predetermined future date. An option gives the holder the right, but not the obligation, to buy a share at the nominated exercise price by a specified future date. If the company’s exploration proves to be successful, the option will increase in value (price) because the price of the company’s ordinary shares on the stock exchange should be trading above the option exercise price. The holder of the option can exercise the option and buy additional shares at the price specified in the option contract. If at the option expiry date the shares are trading below the option exercise price, the option would be allowed to lapse. REFLECTION POINTS • • • • • • The listing of shares of a new company on a stock exchange is called an initial public offering (IPO). The promoters of an IPO, in conjunction with their financial advisers, need to consider matters such as the structure, pricing, timing, marketing and allocation of the share issue. A prospectus, the public offer document, is compiled and will include all information required to allow investors to make an informed investment decision. A syndicate of underwriters (investment banks) may be used to promote the issue and, subject to the terms of the underwriting agreement, purchase any shares not taken up by investors. The liability of shareholders in a limited liability company is limited to the value of their fully paid ordinary shares. Shareholders in a no liability company cannot be required to pay calls on any unpaid amount on their partly paid shares, but they may forfeit those shares if a call is not paid. 5.4 LEARNING OBJECTIVE 5.4 Consider important issues associated with listing a business on a stock exchange. Listing a business on a stock exchange A company must apply to a stock exchange to have its shares quoted if it wishes to become a publicly listed corporation and raise equity capital through an offer of shares to the public. A company will normally apply to a stock exchange in its home country. The application must be accompanied by documentation outlining the company’s activities and performance. This information will be provided directly to the exchange and will be contained in a prospectus that supports the share offer to the public. 172 vin22943_ch05_161-190.indd 172 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market The stock exchange will ensure that the company complies with the stock exchange listing requirements. A stock exchange’s listing rules are additional to a company’s statutory obligations under the corporations legislation of the nation-state in which the stock exchange is located. The stock exchange’s listing rules represent a very strong element in the regulation of listed companies. If a listed corporation does not comply with the listing rules of the stock exchange, the offending company is liable to be suspended from quotation or it may be delisted. The listing rules of a stock exchange are the rules that must be met by an entity seeking to be quoted on that stock exchange, and the rules with which a listed corporation must continue to comply if it is to remain a listed corporation on the exchange. A stock exchange will establish listing rule principles that embrace the interests of listed entities, the maintenance of investor protection and the need to maintain the reputation and integrity of the market. The main principles that form the basis of a stock exchange’s listing rules are: • • • • • • • • • • Delisted removal from quotation of the securities of an entity that breaches stock exchange listing rules Minimum standards of quality, size, operations and disclosure must be satisfied. Sufficient investor interest must be demonstrated to warrant an entity’s participation in the market. Securities must be issued in circumstances that are fair to new and existing security holders. Securities must have rights and obligations attached to them that are fair to new and existing security holders. Timely disclosure must be made of information which may affect security values or influence investment decisions, and information in which security holders, investors and the ASX have a legitimate interest. Information must be produced according to the highest standards and, where appropriate, enable ready comparison with similar entities. The highest standards of integrity, accountability and responsibility of entities and their officers must be maintained. Practices must be adopted and pursued that protect the interests of security holders, including ownership interests and the right to vote. Security holders must be consulted on matters of significance. Market transactions must be commercially certain. For those who wish to consider the listing rules of a stock exchange further, it is possible to view the rules of an exchange on the exchange’s website. The extended learning section at the end of the chapter provides an introduction to the listing rules of the ASX. While the majority of corporations list their shares solely on their domestic stock exchange, some large multinational corporations choose to list on more than one exchange. The shares of the corporation are said to have a dual listing. A company may seek dual listing to gain access to a much wider capital market for the issue of new primary market securities, and ensure greater liquidity in the secondary market trading of its existing shares. Dual listing is normally achieved by the creation of two holding companies, each entitled to 50.00 per cent of the group’s assets. Shareholders in both holding companies have equivalent economic and voting rights. For example, BHP Billiton is listed on the ASX and the London Stock Exchange (LSE) through two holding companies—BHP Billiton Limited (ASX) and BHP Billiton Plc (LSE). Dual listing the shares of a multinational corporation are listed on more than one stock exchange REFLECTION POINTS • • • • A company will usually apply to its home stock exchange for the listing and quotation of its shares. Companies must comply with the listing rules of the stock exchange; failure to do so may result in the quotation of shares being suspended or the company being delisted. A multinational corporation may choose to become a dual-listed company by listing its shares on more than one stock exchange in order to access the wider international capital markets and increase liquidity in the trading of its securities. Listing rules seek to embrace the interests of listed entities, maintain investor protection and maintain the reputation and integrity of the market. 173 vin22943_ch05_161-190.indd 173 01/09/19 09:22 PM Part 2 Equity markets 5.5 LEARNING OBJECTIVE 5.5 Explore equityfunding alternatives that are available to an established listed corporation, including rights issues, share purchase plans, placements, takeover issues, dividend reinvestment schemes, preference shares, convertible notes and other quasi-equity securities. Equity-funding alternatives for listed companies Companies that are listed on a stock exchange—and that have a proven track record of sound management, good profitability growth and strong share price performance—provide attractive investment opportunities for shareholders. These companies have a much wider choice of equity funding alternatives available. For example, the raising of additional equity can be achieved through the issue of additional ordinary shares, preference shares, convertible notes and other forms of quasi-equity. Our discussion of these different forms of equity finance begins with a consideration of the various ways a listed corporation might raise equity funds through the issue of additional ordinary shares. These include: • • • • a rights issue or a share purchase plan placements takeover issues dividend reinvestment schemes. This is followed by a discussion on some of the main hybrid securities that may also be issued, including: • • preference shares convertible notes and other quasi-equity securities. 5.5.1 Pro-rata offer a proportional offer to buy securities based on an investor’s current shareholding R IGHTS ISSUE OR SHARE PURCHASE PLAN A company may seek to raise further equity funds by issuing additional ordinary shares to its existing shareholders. An offer made to existing shareholders to purchase additional ordinary shares in the corporation is called a rights issue. An application to take up shares offered under a rights issue must be attached to a prospectus. In making a rights issue, it is necessary to ensure that all shareholders receive an equal opportunity to participate. This is achieved by making the offer on the basis of a fixed ratio of new shares to the number of shares already held, that is, a pro-rata offer. For example, a 1:5 (one for five) offer grants shareholders the right to purchase one new share for every five shares held. The terms of the new share issue are determined by the board of directors in consultation with the board’s financial advisers and, if applicable, the underwriters of the issue. In determining the offer price, the board of directors will consider the following: • • • The company’s cash-flow requirements. The greater the necessity of the company’s funding needs, the lower the rights issue offer price may need to be to ensure a sufficient take-up rate of the issue by shareholders. The projected return on assets expected to derive from the new investments funded by the rights issue. This is directly related to the ability of the company to maintain its return on equity to shareholders. This variable may have an effect on the price of the rights issue. The greater the expected earnings cash flows, the more attractive the issue would be to shareholders. The more attractive the additional shares are deemed to be, the smaller the discount that is required from the current market price to encourage sufficient shareholder participation. The cost of alternative funding sources. The company will carry out a cost–benefit analysis of various funding forms and sources. For instance, if the company has a low debt-to-equity ratio, it may decide that further debt funding would be preferable to a rights issue of equity. If equity is required, the company may decide that a placement (see below) is a more preferable funding alternative. 174 vin22943_ch05_161-190.indd 174 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market A rights issue is a financial instrument that provides a future right to the holder. Therefore, the right itself has value. A company may make a rights issue offer today which normally can only be exercised at a specified future date. Not all shareholders may wish to participate by purchasing the extra shares offered. The company may decide to list the rights issue on the stock exchange so that the right can be sold to another investor before the exercise date. Where a right may be sold, it is said to be a renounceable right. With a renounceable rights issue, the right of the existing shareholder to take up new shares on a pro-rata basis may be sold to another party during the period the right is on offer. The ultimate buyer may then exercise the right to take up the new shares with the rights offer. A rights issue that may only be exercised by the shareholder and not sold to another party is a ­ non-renounceable right. The effect of a rights issue on the share price is illustrated in Chapter 6. An alternative method of offering additional shares to existing shareholders is through a share purchase plan. Instead of offering new shares on a pro-rata basis under a rights issue, the company may offer shareholders the opportunity to purchase a fixed dollar amount of shares at a predetermined price. For example, shareholders may have the choice of purchasing $2500, $5000, $7500 or $10 000 worth of shares. The shareholder may choose not to purchase any shares. 5.5.2 Renounceable right a right attached to a security that can be sold to a third party Non-renounceable right a right attached to a security that cannot be sold to a third party Share purchase plan an offer to existing shareholders to purchase a fixed dollar amount of new ordinary shares P LACEMENTS Rather than make a rights issue or share purchase plan offer to all existing shareholders, the board of directors may decide to raise further equity funds by making a placement of ordinary shares with selected investors. Investors that purchase additional shares through a placement issue are institutional investors such as fund managers. There are numerous advantages to placements as a means of raising additional equity. A placement can be arranged and finalised much more quickly than a pro-rata rights issue. Whereas a pro-rata rights issue is likely to take over two months from the announcement of the rights issue to the receipt of funds, placements can be effected within a matter of days. This attribute is particularly important in times of volatile market behaviour. Another potential feature of the placement is that the discount to current market price may be less than that for a pro-rata rights issue. This is because a placement involves dealing with institutional investors who are expected to be better informed than individual investors on current market values and therefore may need less of an incentive to purchase the shares on offer. It is also possible with a selective placement of shares for the board of directors to sell the shares to institutional investors who are deemed to be friendly to the company and are likely to support the development of the business. One of the main disadvantages of the placement is that it dilutes the proportion of the ownership of the company by existing shareholders. However, existing shareholders’ interests may be partly protected by regulation, or by a stock exchange’s listing rules. For example, the ASX listing rules state that a corporation that proposes a placement that will bring its total placements in any 12-month period to more than 15.00 per cent of the company’s issued shares may do so only if shareholders ratify previous placements at the annual general meeting. An exception applies to smaller companies with a market capitalisation of less than $300 million. These companies are permitted to raise an additional 10.00 per cent of their equity capital, above the 15.00 per cent limit, if shareholders approve. Nevertheless, placement issues have been abused in the past, when boards of directors favoured certain shareholders by placing shares with them at an attractive price, but disenfranchised other shareholders by excluding them from the offer. In many countries, legislation has been put in place to protect shareholders from this form of inequitable practice. In Australia, for example, ASIC requires that a placement consist of subscriptions of not less than $500 000, and that there must be no more than 20 participants. The discount from the current market price must not be excessive (more than 10.00 per cent). 175 vin22943_ch05_161-190.indd 175 01/09/19 09:22 PM Part 2 Equity markets Memorandum of information information required to be provided to institutional investors with a placement offer Equity-funded takeover a takeover company issues its shares in exchange for the shares of the target company Placements may be made directly with institutions and individual investors who are deemed to be the clients of brokers without the need to lodge a prospectus, but a memorandum of information detailing the company’s activities must be sent to all participants. 5.5.3 T AKEOVER ISSUES Mergers and acquisitions—where one company seeks to purchase another company—were discussed in Chapter 3, and it was noted that an investment bank may be consulted to advise a company on the takeover. In particular, the investment bank will advise the takeover company on the alternative financing strategies that are available to fund the takeover. An equity-funded takeover (or part-equity-funded takeover), in which the takeover company issues additional ordinary shares to fund the acquisition of the shares in the target company, is a popular method used to fund a merger and acquisition. For example, company A may decide to issue additional shares to finance a full-equity-funded takeover. Company A will offer those shares on a pro-rata basis to the existing shareholders in company B. As the value of shares in the two companies will not be the same, company B shareholders may be offered three shares in company A for every five shares they hold in company B. The pro-rata basis of the offer will depend on the value of the shares in each company and any incentive being offered to encourage company B shareholders to accept the offer. If shareholders in the target company B accept the offer, they will receive shares in the takeover company A in return for their shares in company B, provided that the takeover goes ahead. The offer may include both a pro-rata share issue and a cash component. For example, company A may offer a 3 for 5 share exchange, plus 50 cents cash for each share held. Interestingly, the number of all-share takeover deals has dropped considerably. According to the Financial Times, in the USA, only 10.00 per cent of transactions undertaken in 2017 were all-share deals. Since the GFC, around 20.00 per cent of transactions each year have been all-share deals. This represents a significant decline from the heyday of all-share deals in the late 1990s when this type of deal represented more than 80.00 per cent of transactions. For the time being, cash is king in the world of mergers and acquisitions. 5.5.4 D IVIDEND REINVESTMENT SCHEMES The payment of dividends varies from corporation to corporation, between industries and even between nation-states. For example, in some industries in the USA companies retain profits within the company to finance future growth, rather than paying a dividend. In other countries, such as Australia, where the percentage of profits returned to shareholders in the form of dividends is higher, one method of encouraging shareholders to put further equity funds back into the corporation is through the use of a dividend reinvestment scheme. A dividend reinvestment scheme allows shareholders to reinvest their periodic dividend receipts by purchasing additional ordinary shares in the company. That is, instead of receiving the cash dividend, a shareholder may decide to reinvest the dividend back into the company and receive some additional shares. One of the advantages to shareholders of a dividend reinvestment scheme is that the corporation typically meets the associated transaction costs, such as brokerage fees, that otherwise would be incurred if shareholders independently sought to use their dividends to purchase additional shares. Dividend reinvestment schemes are also attractive to investors as they provide a simple savings regimen. For example, if an investor received a $100 dividend in cash, the investor may be likely to spend the cash received, but by automatically reinvesting the dividend into additional shares the investor is able to increase their investment portfolio and personal wealth over time. Dividends are usually paid twice a year: an interim dividend and a final dividend. This means that shareholders can progressively top up their shareholding in the company by reinvesting their dividends. 176 vin22943_ch05_161-190.indd 176 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market The method by which the issue price of a share is determined differs from one company to another. However, a reasonably common practice is to take the weighted average of the market price of the company’s shares traded on the stock exchange for the five days following the ex-dividend date, and then adjust that price by the company’s stated discount. The discount on a dividend reinvestment scheme is typically between 0 and 5.00 per cent. Dividend reinvestment schemes are an attractive method of raising additional equity funds. They allow companies simultaneously to pay dividends to shareholders and, assuming a sufficient reinvestment rate, to maintain the necessary equity finance to fund the company’s future investments and growth. However, there may be times when reinvestment schemes are inappropriate, such as during periods when the company sees few new prospects for future profitable investments and when its cash position is quite healthy. By adding to the company’s equity base at a time of poor investment prospects, shares issued under dividend reinvestment schemes would dilute both the potential earnings per share and the company’s net tangible asset backing per share. Given these possibilities, a company with a dividend reinvestment scheme may suspend the scheme when it becomes concerned about future growth in the short term and the dilution effects on shareholder value. The scheme can be re-activated by the directors when business prospects improve. 5.5.5 P REFERENCE SHARES Preference shares are a form of equity funding, but they have a number of features in common with debt that serve to differentiate them from ordinary shares. Preference shares may therefore be described as a hybrid security. Unlike ordinary shares, preference shares have their dividend rates fixed at the issue date. Preference shares rank ahead of ordinary shares in the payment of dividends and in their claim on assets in the event of a winding-up or liquidation of the company. On both accounts, however, preference shares rank behind the company’s creditors. A range of features may be attached to preference shares. A preference share issue will include a combination of the following features. • • • • • Cumulative or non-cumulative. If a company is not able to make the fixed dividend payment on cumulative preference shares in one period, the amount due is carried forward to the next period. The company is required to pay any unpaid preference share dividends from past years before it can make any distribution to ordinary shareholders. On the other hand, with non-cumulative preference shares, if the company is unable to make the fixed dividend payment, the obligation is not carried forward. Redeemable or non-redeemable. Redeemable preference shares entitle the holder to redeem the preference share on a predetermined date and to receive the specified value of the preference share in a cash payment. The holder of a redeemable preference share may have the option to redeem for cash or to convert into ordinary shares. A non-redeemable preference share would only be convertible. Convertible or non-convertible. Convertible preference shares may be converted into ordinary shares in the company at a future date, generally at the lowest rate specified in the prospectus or at a discounted market price at the conversion date. It is unlikely that a preference share would be nonconvertible. Participating or non-participating. Holders of participating preference shares are entitled to a higher fixed dividend payment if the company should decide to pay ordinary shareholders a dividend in excess of a specified rate. In other words, a participating preference shareholder is given the opportunity to share in excess profit generated by the company. Issued at different rankings. First-ranking preference share issues have preference over secondranking issues of preference shares in their claim on dividends and in their claim on the assets of the company. Preference shares issued at different times may be given equal ranking. Preference shares a hybrid security that combines characteristics of both equity and debt; preference shares usually pay a fixed dividend and offer the right to convert to ordinary shares at a future date (also known as a redeemable convertible preference share) Cumulative preference shares fixed dividends not paid in one period carry forward until paid Redeemable preference shares may be redeemed for cash at the expiry date Convertible preference shares may be converted to ordinary shares at a future date and at a specified price Participating preference shares holders will receive a higher dividend if ordinary shareholders receive a dividend above a specified amount 177 vin22943_ch05_161-190.indd 177 01/09/19 09:22 PM Part 2 Equity markets A preference share issue may be desirable for a company that requires funds but has reached its optimal gearing level, that is, its debt-to-equity ratio. The company can issue additional preference shares that are, in effect, fixed-interest borrowings but count as equity. In this case, the preference share issue widens the equity base of the firm, and thus allows further debt to be raised in the future while maintaining the firm’s gearing ratio. Providing the shares are non-cumulative, the firm is not committed to an immediate dividend payment, as it would be if it were to issue straight debt. Stock exchanges allow corporations to list and quote preference share issues. This adds to the liquidity and attractiveness of the preference share to an investor. The security pays a specified rate of return, generally offers the option to convert to ordinary shares and is a liquid asset that can be sold on a stock exchange. 5.5.6 C ONVERTIBLE NOTES AND OTHER QUASI-EQUITY SECURITIES This category includes those instruments that provide the holder with the right to convert the instrument into ordinary shares at a future specified date. The most common of these instruments is the convertible note. Company-issued options and warrants are also included in this category. Convertible notes A convertible note is a hybrid debt instrument issued for a fixed term by the company and paying a stated rate of interest for the term of the note. The holder of the note has the right to convert the note into ordinary shares in the issuer company at a specified future date. The conversion price, when the notes are issued, is set close to the market price of the share and the rate of interest offered on the notes is usually lower than that offered on straight debt instruments. The lower rate of interest is due to the value of the explicit option embedded in the note, that is, the right to convert the note into equity at the specified future date and at a predetermined price. The expectation of the note holder is that the share price will increase over the term of the note. Therefore, the note holder will make a financial gain by converting the note into ordinary shares in the issuer company. Should the share price fall to a level lower than the conversion price, the holder can choose not to convert the note, but redeem the note for its nominal cash value. The attraction of the convertible note to the issuing company is that it enables the company to obtain funds on terms more favourable than would be applicable to straight debt. Not only is the rate of interest lower than that for straight debt, but the term to maturity of the notes is often for a considerably longer period than would be available through other debt instruments. Furthermore, the expense of the interest paid on convertible notes may, subject to certain conditions, be a tax-deductible expense of the company. A convertible note issue may be made by direct placement, rather than by a pro-rata issue to shareholders. The value of the placement must fall within the constraints of the rules of the stock exchange. For example, Australian regulation imposes the same requirements on the placement of convertible notes as for the placement of ordinary shares. Company-issued options Company-issued option bestows a right, but not an obligation, on the holder to buy new ordinary shares in the company A company-issued option is a security issued by a corporation that gives the holder the right, but not the obligation, to buy ordinary shares in the company on a predetermined date and at a predetermined price. If the holder of the option exercises the right to buy the shares offered, the company is able to raise additional equity funds. Typically, a corporation will offer company-issued options in conjunction with a rights issue or a placement. The option may be issued free, or sold at a price, at the same time as the underlying ordinary share issue. The option may add to the marketability of the underlying rights issue or placement, without the company having to incur the burden of an immediate increase in dividend payments. The company can also set the exercise date to coincide with expected future funding requirements. For example, if the company forecasts that it will need some additional equity in 12 months, the exercise 178 vin22943_ch05_161-190.indd 178 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market date for the option can be set for that time. The company is able to match the timing of its cash-flow needs. However, the future funds are not guaranteed. The exercising of the option will depend on the option exercise price relative to the current market price of the share at the exercise date. The holder of a company-issued option gains a highly geared investment strategy that provides a potential future equity interest in the corporation. In the best case, where the option is issued free, investors have acquired the right to increase their equity participation in the issuer company in the future, apparently at zero cost. The right would be exercised if the predetermined exercise price is lower than the current market price of the share on the exercise date. If this sounds too good to be true, in part it is. It is most likely that market participants will attempt to estimate the likelihood of being able to exercise the option profitably. That is, they will calculate the value of holding the option, and that value would then be loaded into the price paid for the initial rights issue or placement with the attached option. The valuation of options is discussed in Chapter 20. Company-issued equity warrants A company-issued equity warrant is simply a form of an option. There are many different types of warrants that are traded on a stock exchange and over the counter. This section considers those warrants issued by a corporation where the exercise of the warrant will result in the company raising additional equity capital. A company-issued equity warrant differs from a company-issued option in that the warrant generally attaches to a corporate bond debt issue of the company. Initially, an investor purchases bonds issued by the corporation, and in so doing receives the additional security of the warrant. The warrant gives the holder the right to exercise the warrant and buy ordinary shares of the company at a specified price over a given period. The terms of the warrant may allow the warrant to be detachable from the bond issue and traded separately from the bond. The investor in this situation has two securities that may be held or sold separately. For example, the investor could decide to retain the bond as an investment and sell the warrant. If the warrant is non-detachable, it can only be sold together with the associated bond. As the equity warrant provides the holder with a right to buy ordinary shares in the issuer company, it has a value. The warrant holder does not receive dividend payments, but may benefit from capital gains on share price rises above the warrant conversion price. Warrants are generally attractive to investors and, as such, may lower the cost of borrowing associated with the issue of the underlying corporate bonds. Company-issued equity warrant an option to buy additional shares that is originally attached to a debt issue Detachable warrant a warrant that can be sold separately from the original debt security to which it was attached Non-detachable warrant a warrant that cannot be separated from the host debt security REFLECTION POINTS • • • • • Companies that are listed on a stock exchange have a number of choices when seeking to raise additional equity to fund further business growth. A rights issue is the offer of additional ordinary shares on a pro-rata basis to all existing shareholders at a specified future date, for example, one new share for every five shares held. The right to buy may be renounceable, whereby the right is listed on the stock exchange and can be sold before the exercise date. A non-renounceable right cannot be sold. A share purchase plan provides the opportunity for existing shareholders to invest a specified dollar amount to buy additional shares in a company. A placement occurs where a company offers additional shares to select institutional investors. The Corporations Act 2001 places limits on the issue of shares through a placement in order to protect existing shareholders. A rights issue and a share purchase plan require a prospectus, whereas a placement requires only a memorandum of information. continued 179 vin22943_ch05_161-190.indd 179 01/09/19 09:22 PM Part 2 Equity markets continued • • • • • A takeover issue occurs when company A seeks to acquire company B and offers company B shareholders a pro-rata number of shares in company A in exchange for company B shares. The takeover offer may also include a cash component. A profitable company may pay cash dividends to its shareholders but offer shareholders the right to reinvest that dividend by purchasing additional shares in the company. The dividend reinvestment scheme allows the company to pay dividends but also retain at least a portion of those dividends as capital available for growth. A preference share is a hybrid security that pays a fixed dividend and at a specified date allows the holder to convert the preference share into ordinary shares. Preference shares may be cumulative, redeemable, convertible, participating and issued with different priority rankings. Convertible notes are a hybrid security that pays a fixed-interest stream and offers the opportunity to convert the note into ordinary shares at a future date. A company-issued option gives the holder the right, but not the obligation, to buy ordinary shares of the company at a specified date and at a specified price. A company-issued warrant is similar, but is usually attached to a debt instrument issued by the company, such as a bond. The warrant may be detachable or non-detachable. CASE STUDY COVENANT-LITE LOANS—RISK IMPLICATIONS Loan covenants are conditions or restrictions specified in a loan contract and represent an important factor in credit analysis. Loan covenants represent promises by the borrower to do or refrain from doing certain things. The usual practices necessitated by loan covenants include maintaining interest coverage, leverage ratios and the lender’s position in the company’s capital structure (Osterland, 2018). According to the data from Moody’s, in early 2018 the protection of lenders from defaulting companies is now the weakest it has been since records began. Contributing to this, almost 80.00 per cent of leveraged loans were ‘covenant lite’, which do not come with certain conditions normally imposed by more comprehensive loan covenants. The risks inherent in such loans mean that there can be a significant loss in the financial value before lenders can undertake the necessary steps to recover some portion of what they are owed. It has been found that recovery rates following a bankruptcy declaration can differ substantially depending on whether strong loan covenants are in place (Scaggs, 2018). Even in the Australian economy, leveraged loans are often less protected by loan covenants than they once were. The issuance of covenant-lite corporate loans has expanded rapidly in the past few years, reaching almost 77.00 per cent of the estimated $1 trillion leveraged corporate loan market. Most of these loans are packaged and resold as bonds. KKR, the private equity firm, issued $1.3 billion of such bonds while completing its $8 billion leveraged buyout of Unilever’s margarine and spreads business. Investors who are desperate for better yields in a low interest rate environment have, according to some commentators, already overpaid to a point where they are not being compensated for the risks they have taken (Cohan, 2018). Loan covenants are critical in the sense that they help balance the financing requirements for firms against the risks that investors should be willing to bear given the yields that they have been promised (‘Understanding Covenants – BondAdviser’, 2018). 180 vin22943_ch05_161-190.indd 180 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market Cohan, W 2018, ‘The big, dangerous bubble in corporate debt’, The New York Times, 9 August, viewed 15 October 2018, http://www.nytimes.com/2018/08/09/opinion/corporate-debt-bubble-next-recession .html Osterland, A 2018, ‘The booming loan market is getting riskier’, CNBC.com, 25 June, retrieved from http://www.cnbc.com/2018/06/21/the-booming-leveraged-loan-market-is-getting-riskier.html Scaggs, A 2018, ‘Loan covenant quality hits record low, says Moody’s’, Financial Times, 24 July, viewed 15 October 2018, http://www.ft.com/content/54a27838-8f4d-11e8-b639-7680cedcc421 Understanding Covenants (18 May 2018), Bond Adviser, retrieved from http://www.bondadviser.com .au/blog/understanding-covenants/ Discussion points • • Explain the role played by loan covenants to protect investors, and how covenant-lite loans affect investors. From the point of view of investors in corporate bonds, covenants are critical to assessing yields and risks. Discuss this statement. CHAPTER FIVE REVIEW Reference list Master before you move on LEARNING OBJECTIVE 5.1 Understand issues related to the capital budgeting investment decision. • • • • • • The main objective of a corporation is the maximisation of shareholder value. In seeking to achieve this objective, a corporation will consider its investment decision (the capital budgeting process), its financing decision (the capital structure process), the management of liquidity and working capital and the distribution of profits to shareholders. Investment decisions are based on the objectives of the corporation, which state, in part, those activities that the business intends to conduct. This determines the assets required to carry out those activities. Two methods that are used to determine which business activities should be profitable—that is, those adding to shareholder value—are net present value (NPV) and the internal rate of return (IRR). The NPV is the difference between the cost of an asset, or project, and the present value of its future returns. The present value is the discounted value today of a future cash flow or series of cash flows. The cash flows are discounted at the firm’s required rate of return on the investment. The corporation will accept investment proposals that indicate a positive NPV. The IRR is the discount rate on a project that results in an NPV of zero. If the firm’s required rate of return on an investment is less than the forecast IRR of the project, it may be acceptable. However, IRR suffers from two shortfalls: non-conventional cash flows and mutually exclusive investment opportunities. Both the NPV and the IRR methods are exposed to the limitations and uncertainties of forecast projections. 181 vin22943_ch05_161-190.indd 181 01/09/19 09:22 PM Part 2 Equity markets LEARNING OBJECTIVE 5.2 Identify issues relevant to a corporation’s funding choice between debt and equity. • • • • A corporation must determine how it plans to finance its investment decisions. A business must consider its current debt-to-equity ratio and the associated degree of financial risk. If the ratio is such that increased debt can be sustained without an undue increase in financial risk, it is in the interests of the shareholders for the expansion to be funded through debt rather than equity. However, debt commitments (interest and principal) must be paid when due. Therefore, a corporation must forecast the business environment in which it operates and the impact of changes on future cash flows. Once a business reaches an appropriate debt-to-equity ratio, further expansion requires additional equity. LEARNING OBJECTIVE 5.3 Examine the listing and flotation or initial public offering (IPO) of a business on a stock exchange, including equity-funding alternatives that are available to a newly listed corporation. • • • • • One way to access a much wider equity market is through the public listing (IPO) of a company on a stock exchange. The majority of companies will incorporate as limited liability companies and issue ordinary shares. A company engaged solely in mining may incorporate as a no liability company. In either case, the business will retain financial advisers with expertise in the procedures for listing on a stock exchange, the appropriate form of incorporation, the preparation of a prospectus and the timing, structure and pricing of the share flotation (IPO). The advisers may also arrange the underwriting of the issue and ensure that its structure meets stock exchange listing rule prerequisites for the admission of the company to its official list and for the quotation of its shares. LEARNING OBJECTIVE 5.4 Consider important issues associated with listing a business on a stock exchange. • • • • A primary concern of a stock exchange is to maintain the efficiency and integrity of its markets. This is achieved, in part, by requiring a company that is seeking admission to the stock exchange to comply with the exchange’s listing rules, as well as meeting its obligations under the relevant company law. Once listed, corporations must continue to comply with the rules or risk suspension or delisting of their securities from the official list. A multinational corporation may choose to become a dual-listed company by listing its shares on more than one stock exchange in order to access the wider international capital markets and increase liquidity in the trading of its securities. LEARNING OBJECTIVE 5.5 Explore equity-funding alternatives that are available to an established listed corporation, including rights issues, share purchase plans, placements, takeover issues, dividend reinvestment schemes, preference shares, convertible notes and other quasi-equity securities. • Companies that have listed on a stock exchange and have a track record of sound management, good profitability and good share price performance are generally able to raise additional equity funding in a number of different ways. 182 vin22943_ch05_161-190.indd 182 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market • • • • • • • Additional ordinary shares may be issued on a pro-rata rights basis to existing shareholders. A rights issue is usually offered at a discount to the current market price. However, a pro-rata rights issue requires a prospectus and can take time. An alternative method (the share purchase plan) is to offer existing shareholders the opportunity to invest a fixed dollar amount to purchase additional shares in a company. Rather than offer additional shares to all existing shareholders, some companies prefer a direct placement of shares with selected institutional investors, such as fund managers. This can be finalised more quickly, does not require a prospectus (only a memorandum of information) and is often at a smaller discount. Additional ordinary shares may also be issued by a takeover company as full payment, or part payment with a cash component, in a merger and acquisition bid. Dividend reinvestment is another technique by which a listed corporation can raise additional equity funds. It allows shareholders to elect to convert their periodic cash dividend receipts into new shares in the company. Dividend reinvestment schemes also give existing shareholders the opportunity to increase their equity holding, usually without the normal transaction costs such as brokerage. CHAPTER FIVE REVIEW • A company may also issue preference shares to raise additional equity capital. Preference shares are hybrid securities, and differ from ordinary shares in that they offer a fixed dividend that is set at the issue date and most frequently have a fixed term to maturity. In both of these attributes they are more like debt than equity. However, they rank behind the company’s creditors in their claim on the assets of the company if the business fails. A preference share issue may or may not be cumulative, redeemable, participating, convertible or issued with different rankings. Convertible notes are hybrid securities that have attributes of both debt and equity. Holders of convertible notes receive a predetermined rate of interest on their investment. However, the notes may be converted into shares at a future date at a predetermined price. Other forms of quasi-equity securities are company-issued options and company-issued equity warrants. A company-issued option provides the holder with the right to purchase ordinary shares at a predetermined price on a specified date. A company-issued equity warrant may be attached to a corporate bond debt issue and provides the holder with the right to exercise the warrant and convert the warrant into ordinary shares in the issuer company, also at a determinable price and on or by a specified date. The warrants may be detachable and sold separately to the host bond. Extended learning LEARNING OBJECTIVE 5.6 Explain the listing requirements of the Australian Securities Exchange. Australian Securities Exchange (ASX) listing rule requirements The objectives of the ASX include the provision of a fair and well-informed market for financial securities and the provision of an internationally competitive market. The ASX listing rules are a key element in achieving these objectives. The listing rules are set down formally in 20 chapters available at: https://www.asx.com.au/regulation/rules/asx-listing-rules.htm. An entity wishing to have its securities listed and quoted on an exchange must first seek admission to the exchange. The requirements imposed by stock exchanges will vary between exchanges and nation-states, but the principles (discussed in Section 5.4) will be essentially the same; any variation will mainly be in the detail. To gain an understanding of the listing requirements of one modern and efficient stock exchange, the Australian Securities Exchange (ASX) is considered. 183 vin22943_ch05_161-190.indd 183 01/09/19 09:22 PM Part 2 Equity markets The ASX has absolute discretion concerning an entity’s admission to the official list, the quotation of its securities and its suspension and removal from the list. Listing rules are enforceable under the Corporations Act 2001 and are additional and complementary to common law and statutory obligations. An entity that applies to the ASX for admission to the official list must provide prescribed documentation, demonstrate compliance with the listing rules and pay listing fees. Entities that are admitted are categorised as general (within this category there are specific rules for mining exploration entities, investment entities and scientific research-based entities), debt issuer or exempt foreign. • • • • • • • • • • • • • • Profit test minimum financial performance requirements to be met by an entity seeking listing on a stock exchange • • Some of the broad requirements for general admission to the official list include: The entity’s structure and operation must be appropriate for a listed entity. The entity’s constitution must be consistent with the listing rules. A prospectus, product disclosure statement or information memorandum must be issued and lodged with the corporate regulator, ASIC. A foreign entity must establish, in Australia, an Australian securities register (or subregister), appoint an agent for service of process and be registered as a foreign company under the Corporations Act 2001. If the entity is a trust, it must be a registered managed investments scheme and the responsible entity must not be under an obligation to allow a security holder to withdraw from the trust. The entity must apply for and be granted permission for quotation of all the securities in its main class of securities. There must be at least 300 holders each having a parcel of the main class of securities (excluding restricted securities) with a value of at least $2 000. The entity must satisfy either the profit test or the assets test (discussed below). If the entity issues restricted securities before it is admitted, it must comply with the related listing rules. Special conditions apply if an entity issued classified assets in the two years prior to application. The ASX identifies several different types of classified assets. These include: (1) an interest in a mining, oil or gas exploration area; (2) an interest in intangible property; and (3) an interest in an asset that, according to the ASX, cannot be readily valued. See the ASX listing rules definitions (Chapter 19 of the listing rules). If the entity has options on issue, the exercise price for each underlying security must be at least 20 cents in cash. The entity must appoint a person to be responsible for communication with the ASX in relation to matters associated with the listing rules. An entity seeking listing must advise the extent to which it will, upon admittance, comply with the recommendations of the ASX Corporate Governance Council. The entity must advise the ASX of the reason for non-compliance with all the recommendations. An entity that is to be included in the S&P/ASX All Ordinaries Index must have an audit committee. If the entity is included in the top 300 of the index, it must comply with the recommendations of the ASX Corporate Governance Council. The entity must agree to authenticate and provide documents to the ASX electronically. The entity must have a trading policy that complies with the ASX listing rules. Profit test To meet the profit test requirement of admission, an entity must satisfy each of the following conditions. • The entity must be a going concern, or the successor of a going concern. 184 vin22943_ch05_161-190.indd 184 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market • • • CHAPTER FIVE REVIEW • • The entity’s main business activity at the date it is admitted must be the same as it was for the last three full financial years. The entity must provide audited financial statements for the last three full financial years. The financial statements must be accompanied by audit reports, which must not be qualified with regard to the entity’s capacity to continue as a going concern, or satisfy the profit levels required. The entity’s aggregated profit from continuing operations for the last three full financial years must have been at least $1 million. The entity’s consolidated profit from continuing operations for the 12 months to a date no more than two months before the date the entity applied for admission must exceed $500 000. The entity must give the ASX a statement from all directors (in the case of a trust, all directors of the responsible entity) confirming that they have made inquiries and nothing has come to their attention to suggest that the economic entity is not continuing to earn a profit from continuing operations up to the date of application. Assets test The assets test requirements of admission are as follows: • • • • At the time of admission an entity must have net tangible assets of at least $4 million after deducting the costs of fundraising, or an expected market capitalisation of at least $15 million. The entity must have either one of the following: – Less than half of the entity’s total tangible assets, after raising any funds, must be cash or in a form readily convertible to cash. – Half or more of the entity’s total tangible assets, after raising any funds, must be cash or in a form readily convertible to cash, and the entity must have commitments consistent with its business objectives to spend at least half of its combined cash and readily convertible assets. The business objectives must be clearly stated and include an expenditure program. If the prospectus does not contain a statement of the business objectives, the entity must give a statement of its business objectives to the ASX. Assets test minimum level of assets to be held by an entity seeking listing on a stock exchange The entity must satisfy each of the following: – If its prospectus, product disclosure statement or information memorandum does not contain a statement that the entity has enough working capital to carry out its stated objectives, the entity must give the ASX a statement prepared by an independent expert. – The entity’s working capital must be at least $1.5 million, or, if it is not, it would be at least $1.5 million if the entity’s budgeted revenue for the first full financial year that ends after listing was included in the working capital. For mining exploration entities, the amount must be available after allowing for the first full financial year’s budgeted administration costs and the cost of acquiring plant, equipment and mining tenements. The cost of acquiring mining tenements includes the cost of acquiring and exercising an option over them. An entity must provide financial statements for the last three full financial years. The financial statements must be audited, and must include audit reports. Quotation of securities A general admission entity that wishes to have its main class of securities quoted on the official list of the ASX must satisfy the following conditions: • • The terms of the entity’s securities must comply with the ASX listing rules, including the rules relating to voting rights, dividends and equitable representation. The issue price or sale price of all securities (except options) for which the entity seeks quotation must be at least 20 cents in cash. Restricted securities, after the escrow period ends, and employee incentive scheme securities may still be quoted even though they are issued or sold at less than 20 cents. Escrow assets held by a third party that cannot be sold until conditions of a contract are fulfilled 185 vin22943_ch05_161-190.indd 185 01/09/19 09:22 PM Part 2 Equity markets • • • • Any CHESS requirements relating to the entity’s securities must be satisfied. If the securities are initially partly paid, there must be a defined call program setting out the date and amount of each proposed call. The security must be paid in full within two years. This condition does not apply to a no liability company. If the securities are debt securities, or convertible debt securities, a copy of the documents setting out the terms of the securities must have been given to the ASX. If the securities are debt securities, their aggregate face value must be at least $10 million. Costs of listing An entity proposing to seek listing on the ASX should be aware that there are significant costs associated with the process. As discussed in the body of Chapter 5 and listed below, there are a number of fees and expenses associated with the public listing of a company. In addition, there are fees charged by the ASX. The extent of the costs of listing will depend ultimately on the complexity of the issue, the amount of equity issued, the method of issuing the securities, the number of advisers involved and the level of marketing undertaken. An indicative list of initial general expenses that may be incurred include: • • • • • • • • • • • underwriting and handling fees float management fees legal fees accounting and taxation fees other expert adviser fees printing costs advertising and marketing costs share registry expenses. Specific fees charged by the ASX include: ASX initial listing fees ongoing annual listing fees other fees as determined by the ASX. Fees charged by the ASX will vary from time to time, and will depend on the type of security issued (equity or debt) and the amount of the securities listed. The cost of listing is a significant initial demand on the liquidity of a corporation. Therefore, the listing corporation must ensure that it has access to sufficient sources of cash to be able to meet these initial cash-flow needs as they arise. Continuous disclosure All corporations admitted to the official ASX list must comply with the continuing listing requirements. The first of these are the continuous disclosure requirements that were discussed in Chapter 4. These require a company immediately to notify the ASX of any information concerning the company that is necessary to ensure that trading in the entity’s securities occurs in a fair and well-informed market. That is, the company must inform the exchange of any information that a reasonable person would expect would have a material effect on the price or value of securities of the company. This is essential in order to maintain the integrity of the market. Notice must be given to the exchange by a listed corporation immediately when any relevant material information is available on issues such as: • • • a change in an entity’s financial forecasts or expectations the appointment of a receiver, manager, liquidator, administrator or change in directors a transaction for which the consideration payable or receivable is a significant proportion of the written-down value of the entity’s consolidated assets, usually 5.00 per cent 186 vin22943_ch05_161-190.indd 186 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market • • • • • • • CHAPTER FIVE REVIEW • • • • a recommendation or declaration of a dividend or distribution a recommendation or declaration that a dividend or distribution will not be declared under-subscriptions or over-subscriptions to an issue a copy of a document containing market-sensitive information that the entity lodges with an overseas stock exchange or other regulator which is available to the public. The document must be in English an agreement or option to acquire a mining tenement giving or receiving a notice of intention to make a takeover an agreement between the entity (or related party or subsidiary) and a director (or related party of the director) a copy of any financial document that the entity lodges with an overseas stock exchange or other regulator which is available to the public. The document must be in English a change in accounting policy adopted by the entity any rating applied by a rating agency to an entity, or securities of an entity, and any change to such a rating a proposal to change the entity’s auditor. In addition to the continuous disclosure requirements, there is a routine requirement that companies must provide the exchange with quarterly, half-yearly and annual reports at the same time as they are provided to the corporate regulator, but within a specified maximum time after the end of the reporting period. Corporate governance Corporate governance represents the internal relationships between shareholders, the board of directors and managers. It consists of a system of structuring, operating and controlling an organisation in order to achieve: • • • • a fundamental ethical culture throughout the entire business operation the long-term strategic objectives of shareholders—that is, the profitability of the organisation and the maximisation of shareholder value compliance with legal and regulatory requirements across different jurisdictions a regime of accountability, transparency and reporting disclosure. The ASX has formed a Corporate Governance Council which defines corporate governance as the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations. It encompasses the mechanisms by which companies, and those in control, are held to account. Corporate governance influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised. The ASX Corporate Governance Council has published eight principles and recommendations. The principles state that companies should: 1 establish and disclose the respective roles and responsibilities of the board and management 2 have a board of effective composition, size and commitment to adequately discharge its responsibilities and duties 3 promote ethical and responsible decision making 4 have a structure to independently verify and safeguard the integrity of their financial reporting 5 promote timely and balanced disclosure of all material matters concerning the company 6 respect the rights of shareholders and facilitate the effective exercise of those rights 7 establish a sound system of risk oversight and management and internal control Transparency the level of information that is provided to market participants 187 vin22943_ch05_161-190.indd 187 01/09/19 09:22 PM Part 2 Equity markets 8 ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear. The foregoing discussion on the ASX listing rule requirements, although quite detailed, is selective and certainly not comprehensive. In fact, the ASX listing rules currently comprise some 20 chapters of specific requirements. Further information on the ASX listing rule requirements may be obtained at www.asx.com.au. For comparison, the listing rules of other stock exchanges may be found on their websites. Questions Essay questions Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points you raise in relation to each question. 1 Marketing is often portrayed as a creative enterprise. Why would a marketing executive need to have an understanding of the capital budgeting process and techniques such as net present value and internal rate of return? (LO 5.1) 2 Disney Corporation is considering the re-release of its classic film library. The project will involve an investment of $78 000 000 and will produce a positive cash flow of $25 000 000 in the first year. The cash flows will increase by 10.00 per cent each year thereafter for another five years (i.e. the project runs for six years in total). At that stage the project will cease. The company expects a rate of return of 17.00 per cent on this type of project. (a) Calculate the NPV and the IRR. (b) Should the company proceed with this investment opportunity? Why or why not? (LO 5.1) 3 Explain the effect on the firm’s market value of an increase in the firm’s debt-to-equity ratio. (LO 5.2) 4 Compare and contrast the average debt-to-equity ratios of commercial banks and major retailers, such as Woolworths. Why is there such a big difference? (LO 5.2) 5 The owners of a successful private stationery business have decided that the next step in the company’s development is to expand into overseas markets. In order to raise the capital necessary to support this expansion, the company’s owners have decided to investigate the possibility of listing the company on the ASX. You work for a boutique investment bank and receive the first phone call from the owners. Explain the role that your company will play if the owners decide to retain your services as an IPO adviser. (LO 5.3) 6 Techno Pty Ltd is a private company that has developed a range of innovative software packages over the past five years. The company is considering seeking admission and quotation on a stock exchange. List and briefly explain the advantages to the company of a public listing. (LO 5.3) 7 Santos Limited has expanded its exploration program and has decided to fund the expansion through the issue of additional ordinary shares to its existing shareholders on a pro-rata basis of one new share for each five shares held. The issue price is $5.75 per share and the current market price is $6.50. The financial advisers to the corporation have recommended the use of an underwriting facility. The board of directors has noted that the underwriting facility has an outclause if the market price drops below $5.50. Using this information, answer these questions. (a) What type of issue is Santos Limited making to its shareholders? (b) What is an underwriting facility, and why might Santos use such a facility? (c) What is the out-clause entered into by Santos? Discuss how the out-clause operates. (LO 5.3) 188 vin22943_ch05_161-190.indd 188 01/09/19 09:22 PM Chapter 5 Corporations issuing equity in the share market Rio Tinto Limited has decided to sell its shale coal part of the business by establishing a new limited liability company to be known as Shoal Limited. Shoal Limited will be a listed corporation on the ASX. Rio Tinto and Shoal decide to issue the new shares at $2.65, but through the issue of instalment receipts. An initial payment of $1.25 is payable on application and a final payment of $1.40 is due 12 months later. (a) Shoal Limited will be a limited liability company. What are the rights and financial obligations of shareholders that purchase shares in the company? (b) The company has decided to structure the issue using instalment receipts. Explain how instalment receipts operate and why the company may have decided on this strategy. (LO 5.3) 9 A mining corporation has obtained the rights to explore for gold in a new tenement. The corporation decides to establish a new subsidiary company that will carry out this high-risk venture. The new company will be listed on the stock exchange. The gold exploration company expects to complete its exploratory search over the next 12 months, at which time it will report back to shareholders and make recommendations on the viability of the project. (a) What form of legal structure would you recommend the gold exploration company incorporate? Why would you recommend this structure? CHAPTER FIVE REVIEW 8 (b) What are the advantages to the company and also to the shareholders of the structure you recommended? (LO 5.3) 10 An efficient stock exchange will establish listing rules that support the interests of listed entities, maintain investor protection and ensure the reputation and integrity of the stock market. To achieve this, a stock exchange will adopt a number of listing rule principles. (a) List and explain five fundamental listing rule principles. (b) If a multinational corporation seeks dual listing on two stock exchanges, how will this impact on the corporation’s adherence to the listing rules? (LO 5.4) 11 JB Hi-Fi is expanding its retail operations and seeks to raise capital to do so. The company advisers recommend the board of directors choose between a pro-rata rights issue or a private placement. Explain each of these funding alternatives and discuss the advantages and disadvantages of each alternative. (LO 5.5) 12 In some countries, such as Australia, it is common for corporations to offer shareholders a dividend reinvestment scheme. (a) Explain how dividend reinvestment schemes operate and discuss their significance as a source of equity funding. (b) Discuss the advantages of a dividend reinvestment scheme from the point of view of the corporation and shareholders. (c) Under what circumstances might such schemes prove to be unattractive to the dividendpaying company? (LO 5.5) 13 In recent years, the popularity of all-share takeover deals has declined. What is an ‘all-share takeover deal’ and what are some reasons for the decline in popularity? (LO 5.5) 14 Convertible notes, company-issued options and company-issued warrants are often referred to as quasi-equity securities. (a) What are the characteristics of each of these instruments that serve to distinguish them from straight equity or debt? (b) Why might a company issue quasi-equity rather than straight debt or equity? (LO 5.5) Extended learning question 15 Listing on a stock exchange might be highly desirable for a company, but there are a number of requirements, conditions and costs associated with becoming a publicly listed corporation. 189 vin22943_ch05_161-190.indd 189 01/09/19 09:22 PM Part 2 Equity markets (a) Identify and explain 10 specific requirements that must be met by an Australian company seeking general admission to the ASX. (b) Discuss the ASX profit test and asset test requirements, and explain why these rules are in place. (c) Identify and explain the different costs that a company will have to meet in the process. What impact will these have on the liquidity management of the firm? (LO 5.6) KEY TERMS assets test 185 escrow 185 NPV decision rule 164 business risk 166 financial risk 167 out-clause 170 capital budgeting 163 financing decision 166 company-issued equity warrant 179 flotation of a business 170 participating preference shares 177 gearing ratio 168 preference shares 177 company-issued option 178 initial public offering (IPO) 170 present value 163 convertible preference shares 177 instalment receipt 171 profit test 184 internal rate of return (IRR) 165 promoter 170 cumulative preference shares 177 investment decision 163 pro-rata offer 174 loan covenants 168 proxy 171 memorandum of information 176 redeemable preference shares 177 debt-to-equity ratio 168 delisted 173 detachable warrant 179 dual listing 173 earnings attributable to ordinary shares 167 equity-funded takeover 176 mutually exclusive projects 166 net present value (NPV) 163 non-conventional cash flows 166 non-detachable warrant 179 non-renounceable right 175 renounceable right 175 share purchase plan 175 transparency 187 underwriting 170 190 vin22943_ch05_161-190.indd 190 01/09/19 09:22 PM CHAPTER 6 Investors in the share market CHAPTER OUTLINE 6.1 Share-market investment 6.2 Buying and selling shares 6.3 Taxation 6.4 Financial performance indicators 6.5 Pricing of shares 6.6 Stock-market indices and published share information Learning objectives LO 6.1 Consider the role of an investor in the share market, appreciate the wide range of investment choices that are available and understand risks associated with investments in shares of listed corporations. LO 6.2 Detail the process for buying and selling shares. LO 6.3 Understand the importance of taxation in the investment decision process. LO 6.4 Identify and describe various indicators of financial performance. LO 6.5 Apply quantitative methods to the pricing of shares. LO 6.6 Analyse the functions and importance of share-market indices and interpret published sharemarket information. vin22943_ch06_191-221.indd 191 01/09/19 09:23 PM Part 2 Equity markets CHAPTER SNAPSHOT Once a company’s shares trade on the stock market, they are subject to the jostling of supply and demand. These forces are in turn shaped by perceptions of risk, reward and expectations about the future. Investors consider both the risks specific to the company and the risks to which the company is exposed that derive from the economy as a whole. Finance theory distinguishes between these two types of risk. The first, company specific, is called unsystematic risk (not related to the economic system). The second, deriving from the economy as a whole, is called systematic risk. One of the key insights of finance theory is that unsystematic risk can be removed by diversification, leaving the investor exposed only to systematic risk. As such, it is only for bearing systematic risk that the investor should be rewarded. INTRODUCTION In order to raise equity funds, a publicly listed corporation may issue various financial instruments that are quoted on a stock exchange. A stock exchange provides primary and secondary markets that facilitate the quotation and trading of equity, hybrids and some debt securities. This chapter specifically focuses on the share market from the point of view of investors who invest in ordinary shares issued by corporations. So why do investors purchase shares issued by corporations? Shareholders receive a return in two forms: 1 periodic dividend receipts 2 capital gains (losses) from changes in share value. However, there is no guarantee that a company will pay a dividend to its shareholders, nor is there any guarantee that the share price will increase in value over time. Clearly, such an investment must be regarded as having a higher level of risk than many other investment alternatives. One of the fundamental principles of finance is that higher risk should be rewarded with a higher return. It is therefore reasonable to assume that investments in shares should, on average, provide a higher return to shareholders than lower-risk investment categories such as fixed-interest and money-market securities. There are a number of other important factors that encourage investors to invest in securities quoted on a stock exchange. These include: • • the depth and liquidity of share markets efficient price discovery. The depth of the market is measured by market capitalisation, that is, the number of shares issued multiplied by share prices. Liquidity is attractive to investors in a stock market because they know that in normal circumstances they are able to buy and sell shares at the current market price. This means that they can buy and sell long-term, higher-risk securities and at the same time maintain liquidity in their investment portfolio. A stock exchange measures liquidity as the volume of trading relative to the size of the market. For example, the depth and liquidity of the ASX is quite high, with a market capitalisation of around $2 trillion and daily turnover of approximately $5 billion. Combined with liquidity is efficient price discovery. How quickly does information get to the market, and how efficiently is that information absorbed by market participants and reflected in the current price of a share? Major global stock exchanges apply continuous disclosure rules that require any material information that may be expected by a reasonable person to have an effect on a share price to be provided immediately to the exchange. The stock exchanges publish this information on their websites; for example, the ASX site is www.asx.com.au. The efficiency of the markets is discussed in more detail in Chapter 7. This chapter first examines important issues relevant to share-market investment, including the process of buying and selling listed shares. Next, the impact of taxation on the net returns on a share 192 vin22943_ch06_191-221.indd 192 01/09/19 09:23 PM Chapter 6 Investors in the share market investment is considered, followed by a number of financial performance indicators that influence share prices. This is followed by an introduction to some of the mechanical issues that affect the pricing of shares in the market. Finally, published share price information is analysed, and the structure and purpose of share-market indices are considered. REFLECTION POINTS • Investors buy shares issued by listed corporations in order to receive dividends and/or capital gains. However, these returns are not certain, in that company profits and share prices are variable over time. • A stock exchange should be deep and liquid. Depth is measured by market capitalisation, and liquidity as the volume of trading relative to the size of the market. • A share market should also facilitate efficient price discovery. For example, continuous reporting requirements ensure that investors are informed of material changes that may affect a share price. 6.1 Share-market investment One of the major advantages of investing in securities listed on a stock exchange is that the investor has a wide range of investment choices. In Chapter 4 we noted that a stock exchange typically lists several categories of security: • • • • • • equity securities, in particular ordinary shares or common stock quasi-equity or hybrid securities, such as preference shares and convertible notes units in managed funds (e.g. property trusts and exchange-traded funds) fixed-interest securities, such as certain corporate bonds rights issues, being the right to purchase additional ordinary shares offered by a listed corporation derivative securities, including options and warrants. LEARNING OBJECTIVE 6.1 Consider the role of an investor in the share market, appreciate the wide range of investment choices that are available and understand risks associated with investments in shares of listed corporations. The above list demonstrates the extent of choice available to an investor. However, within each category there are many hundreds of choices. For example, the ASX has more than 2 000 listed companies, each being an investment opportunity. To extend investment choice even further, corporations listed on a stock exchange are categorised into industry groups. This means that investors can select investment opportunities within a range of different industry sectors within an economy. These are: • • • • • • • • • • energy materials industrials consumer discretionary consumer staples health care financials information technology communication services utilities. With such a range of choices, an investor is able to structure an investment portfolio to meet particular investment preferences. A primary preference will be the return on the portfolio. On average over time, there should be a direct correlation between the level of risk taken and the return gained. With share-market investments, return may be in the form of dividends received and/or capital gains (losses) made. Some investors will have a preference to receive more of their return in the form of 193 vin22943_ch06_191-221.indd 193 01/09/19 09:23 PM Part 2 Equity markets Systematic risk exposures that affect the price of the majority of shares listed on a stock exchange income; others will prefer to receive more in the form of capital growth. The board of directors of a company may pay income to shareholders in the form of a dividend, usually paid twice yearly. Capital growth relates to gains or losses in the current market price of a listed share. Investors need to consider the taxation implications of income versus capital growth. They also need to consider their liquidity requirements, that is, whether they need to generate a cash flow from the investment (dividends) or accumulate capital. Within the context of investing in shares listed on a stock exchange, risk is often categorised as (1) systematic and (2) unsystematic. Systematic risks are those risk exposures that will have an impact on share prices generally in the market; that is, the majority of shares listed on a particular stock exchange will be affected to a lesser or greater degree. This risk cannot be reduced by diversification. The impact may be positive or negative. Examples of systematic risk exposures include: • • • • • • Unsystematic risk exposures that specifically impact on the share price of a particular corporation Diversified investment portfolio an investment portfolio that includes a wide range of financial securities and assets Beta a statistical measure of the sensitivity of the price of an asset relative to the market Active investment a portfolio structure based on share analysis, new information and risk/ return preferences changes in interest rates changes in exchange rates contraction or expansion in economic activity introduction of new legislation political stability changes in market confidence and perception. On the other hand, unsystematic risk affects a single corporation or a small group of companies. Examples of unsystematic risk exposures that will have an impact on a company’s share price include: • • • • • • the resignation of an executive manager a change in future performance forecasts the possibility of a merger the failure of technology or communication systems dissent within the board of directors rumour or evidence of financial difficulty. Investment choices available through shares listed on a stock exchange enable an investor to diversify away a large proportion of the unsystematic risk. Investment theory contends that by holding a diversified investment portfolio an investor is able to minimise the risk exposures associated with investing in a single share. A diversified investment portfolio would include a range of investment categories, including shares, fixed-interest securities and property. The share component of an investment portfolio would hold a range of shares across different industry sectors within an economy. It is generally agreed that a well-diversified share portfolio will include somewhere between 10 and 25 stocks. Being able to diversify away unsystematic risk sends a very important message to investors, namely, that they will not be rewarded for accepting this risk exposure. The main risk exposure is therefore systematic risk. Investors will be rewarded for the level of systematic risk that is evident in an investment portfolio. Systematic risk is measured by the so-called beta coefficient. The beta coefficient, or beta, is the amount of systematic risk that is present in a particular share relative to an average share listed on a stock exchange. The market (as represented by an index such as the S&P/ASX 200) has a beta of 1.0. Therefore, if the shares of a listed company have a beta of 0.5, it will have only half as much systematic risk, while another share with a beta of, say, 2.0 has twice as much risk as the market as a whole. By taking the weighted average of the beta of individual shares, it is possible to determine the beta, or level of systematic risk, of an investment portfolio. Investors in the share market must also decide whether to take an active or passive investment approach. Active investment involves an investor making strategic stock selections to structure a share portfolio. An active investor will buy and sell shares based on new information received in the market. Two active investment approaches, fundamental analysis and technical analysis, are discussed in detail in Chapter 7. Each of these approaches will influence the structure and composition of an investment share portfolio. 194 vin22943_ch06_191-221.indd 194 01/09/19 09:23 PM Chapter 6 Investors in the share market Briefly, technical analysis considers trends that are evident over time in individual share prices or in share-market indices. Technical analysts contend that market behaviour history will be repeated from time to time. Therefore, if an emerging share price trend corresponds to a past price trend, there is an expectation that current share prices will react as they did previously. Share price trends are plotted on graphs using a range of quantitative techniques, such as calculating a weighted 30-day moving average of price movements. The fundamental analysis approach, on the other hand, considers the domestic and international economic environments (top-down approach) and the financial performance of a corporation (bottom-up approach). For example, the top-down fundamental analysis approach considers economic fundamentals that will have an impact on the performance of a corporation or the share market generally, including interest rates, exchange rates, productivity levels, employment levels, the business cycle, government fiscal policy and central bank monetary policy. The bottom-up fundamental analysis approach involves the analysis of financial and accounting ratios such as the return on equity, the debtto-equity ratio, the debt-servicing capacity and liquidity. Passive investment involves building an investment portfolio based on shares incorporated in a share-market index. A share-market index is a grouping of shares listed on a stock exchange that shows changes in the overall prices of those shares day by day. (Share-market indices are discussed in Section 6.6.) Each stock exchange has its own set of indices. Well-known international indices include the Dow Jones Industrial Average (USA), the FTSE (UK), the Nikkei 225 (Japan) and the Hang Seng (Hong Kong). A passive investor who wishes to obtain returns on a share portfolio equal to the return achieved by the Dow Jones will purchase the 30 stocks included in that index. Another investor may replicate a sector index, such as the telecommunications sector or the industrials sector. A number of managed funds are index funds. Index funds use a range of sophisticated techniques to replicate or track the share market, including full or partial replication of a specified sharemarket index. Full replication occurs when a fund manager purchases all the stocks included in an index. However, with a large index such as the S&P 500, the fund manager may hold only a percentage of the stocks, so long as sufficient stocks are held to ensure that the portfolio closely tracks the index. An investor needs to understand the risk and return characteristics of each share investment and its relationship with the total investment portfolio. It is not possible within this text to address portfolio theory in detail; there are many other excellent texts in this specialist area. However, an investor should be aware of risk and return relationships, including the spread of actual returns to expected returns, variance and standard deviation. For most investors it is necessary to consider the risk and return relationships of a diversified portfolio of shares. The expected return of a portfolio is the weighted average of the expected returns of each share. The weights are the proportion of each share to the total portfolio. Portfolio variance, or risk, is the variability of the portfolio’s returns over time. It is the result of the variance of each individual investment contained within the portfolio and the co-variance, or correlation, between pairs of securities within the portfolio. Co-variance or correlation measures the way two shares’ returns move in relation to each other. A positive correlation means that the shares’ returns move in the same direction, while a negative correlation means that the shares’ returns move in opposite directions. A diversified share portfolio reduces the impact of individual share return variances by combining shares with low co-variances or low or negative correlations. Interestingly, portfolio theory contends that the addition of a higher-risk share to a portfolio may in fact reduce the riskiness of the overall portfolio because of the co-variance characteristic. Finally, an investor must consider asset allocation within the share portfolio. Major considerations include: • • Passive investment a portfolio structure based on the replication of a specific sharemarket index Index funds acquire shares so that a portfolio replicates a specific share-market index Expected return of a portfolio weighted average of the expected returns of each share held in a portfolio Portfolio variance the variability of the returns of an investment portfolio Co-variance or Correlation the directional relationship between share price movements; either positive or negative Risk versus return. This includes issues such as systematic and unsystematic risk, beta and diversification. Investment time horizon. While speculative trading in shares is common, share portfolios, on average, produce consistently higher returns over the longer investment time horizon of five years or more. 195 vin22943_ch06_191-221.indd 195 01/09/19 09:23 PM Part 2 Equity markets • Strategic asset allocation a portfolio structured to meet an investor’s personal preferences Tactical asset allocation a portfolio structured to take account of a dynamic investment environment Income versus capital growth. Each investor will have different liquidity needs that will influence investments in shares that pay regular dividends as opposed to those shares where price increases, or capital gains, are preferred. • Domestic and international share investments. A diversified share portfolio will typically include stocks from the investor’s home share market plus stocks from a selection of international share markets. An investor may apply a strategic asset allocation approach; that is, the mix of shares satisfies the investor’s known and projected cash-flow requirements, tax position, risk tolerance and future lifecycle positions. At the same time, the investor may adopt a tactical asset allocation approach; that is, the mix of shares in the portfolio is changed to reflect altered circumstances of the investor and the share markets. REFLECTION POINTS • • • • • • • • • • A stock exchange provides investors with a large choice of listed securities. Corporations listed on a stock exchange are categorised into industry sectors; each company included in an industry sector provides an investment opportunity. Share-market investment risk is often categorised as systematic risk and unsystematic risk. Systematic risks are exposures that affect most companies listed on the exchange (e.g. a change in interest rates); unsystematic risk affects only a single company or a small group of companies (e.g. a product recall). Systematic risk is measured by the beta coefficient. The share market index has a beta of 1.0; therefore, the price of a share with a beta of 1.2 will move 20 per cent more than the market index. A diversified share portfolio of between 10 and 25 stocks minimises unsystematic risk. Active investment uses fundamental analysis (top-down approach and bottom-up approach), or technical analysis to support investment decisions. Passive investment simply replicates the shares in a specified share-market index such as the S&P/ASX 200. Co-variance or correlation measures how two shares’ returns move relative to each other. A positive correlation means both shares’ returns move in the same direction, and a negative correlation means they move in opposite directions. Issues that an investor will consider include risk, return, investment time horizon, income, capital growth and domestic and international investments. An investor may apply a strategic asset allocation or a tactical asset allocation approach to the structure of a share portfolio. 6.2 LEARNING OBJECTIVE 6.2 Detail the process for buying and selling shares. Buying and selling shares For many people, being a shareholder is exciting, dynamic and fun. Probably more than with any other type of investment, a shareholder can analyse and monitor the day-to-day changes that occur in the price of a stock. By reading the financial press each day, and searching for information on the internet, an investor is able to keep abreast of new information that is continually coming into the market; the investor can interpret that information and make informed strategic and tactical decisions in relation to the structure of a share portfolio. An investor is able to experience the joy of watching personal stock selections increase in value, or suffer the low of realising that certain stocks are not performing as expected. 196 vin22943_ch06_191-221.indd 196 01/09/19 09:23 PM Chapter 6 Investors in the share market Before making a direct investment, an investor should consider a whole range of issues in the share investment decision process. Some of these issues have already been mentioned and a number will be discussed in detail later in the chapter; however, it is useful to list briefly some of these considerations now: • • • • • • • • • • liquidity: how easily shares can be converted to cash (sold) risk: including variance, standard deviation, beta, volatility integrity: of the company, management, share market charges: transaction costs such as fees on managed funds, or brokerage on direct transactions through a stockbroker return: the type of return expected—dividends, capital growth capital growth: factors that will affect the level of growth—inflation, interest rates, economic and business cycles accessibility: the depth and liquidity of the primary market and secondary market flexibility: portfolio restructuring, active investment, passive investment taxation: income tax, capital gains tax, dividend imputation (if available) social security: effect of investment on the income test and assets test associated with social security benefits (if applicable). There are two approaches to buying and selling shares through a stock exchange: direct investment and indirect investment. With the direct investment strategy, an investor will choose to buy or sell shares directly through a stockbroker. Chapter 4 discusses the buying and selling of shares within the context of the ASX’s electronic trading and settlements systems, ASX Trade and CHESS. It may be useful to look again at Figure 4.3, as it depicts the processes of buying and selling securities on the ASX. As we noted, the ASX plans to replace CHESS in 2021. Briefly, an investor selects the company in which to invest and places an order with a stockbroker to buy or sell specific shares. The broker will place that order into the stock exchange’s electronic trading system. The system will prioritise by price and time, match corresponding buy and sell orders and execute the trade. The stockbroker will send a contract note to the buyer or seller confirming the transaction and advising of the stock traded, the number of shares, the date of the trade, the price, the transaction costs and the total amount. On the ASX, settlement will occur in T + 2 days; that is, the trade day plus two business days. The stock exchange will electronically transfer ownership of the shares to the buyer and forward financial settlement for the transaction to the seller. To enable financial settlement to occur, an investor will maintain a cash management trust account with a broker, or provide a broker with the authority to access an account with a financial institution such as a bank. The development of electronic trading and settlement systems, plus greater investor access to the internet, has radically changed the way stockbrokers function. Other important factors include an increase in investor knowledge, more affluent investors and an ageing population preparing for retirement. Further, globalisation of the investment markets, investor demand for higher performance outcomes and significantly increased competition for the provision of broker services have also changed the structure of the stockbroking sector. Stockbrokers can be categorised as discount (non-advisory) brokers or full-service (advisory) brokers. A discount broker accepts buy or sell orders from clients, but provides no advice or recommendations to the client in relation to investment alternatives or opportunities. The majority of orders to buy or sell shares are initiated by the client entering an instruction to the stockbroker via the internet. A full-service advisory broker offers advice and recommendations to clients on investment choices and strategies. The range of services provided includes: • • • buying and selling shares on the instruction of clients providing investment advice on securities listed on a stock exchange, including shares, fixed-interest securities, derivatives and listed trusts giving advice on other investment opportunities such as cash management trusts, property trusts and equity trusts Direct investment an investor buys and sells shares directly through a stockbroker Stockbroker acts as the agent for an investor in the buying and selling of stockmarket securities Discount broker executes buy and sell orders for clients; does not provide investment advice or services Full-service advisory broker executes buy and sell orders, but also provides other services to clients, including investment advice 197 vin22943_ch06_191-221.indd 197 01/09/19 09:23 PM Part 2 Equity markets • • • Indirect investment investing through a fund manager in a unit trust or a managed fund making recommendations and establishing and monitoring personal financial plans for clients preparing retirement plans for clients, including superannuation conducting investment research, forecasting and disseminating information to clients. Brokerage fees of a discount broker are lower than the fees of a full-service broker because of the level of service provided. Discount brokers’ fees in Australia range between $25 and $40 per transaction for smaller-value transactions, but increase to a percentage of the transaction value for larger-value transactions; for example, 1.00 per cent of transactions over $50 000. Investing in shares can also be achieved through indirect investment. The most common form of indirect investment in shares occurs when an investor purchases units in a unit trust or managed fund. The trustee of the fund will allocate part of the accumulated pool of the funds to professional fund managers. The fund managers will invest the funds in asset classes permitted under the terms of the trust deed of the fund. For example, a particular trust may be authorised to invest in domestic industrial and resource shares, while another fund may only be permitted to invest in selected international markets. Indirect investment fees may include entry, exit, management and administration fees; these will usually be higher than direct investment fees. (Managed funds and unit trusts are discussed in Chapter 3.) REFLECTION POINTS • • • • • • Direct share investment occurs when an investor selects stock to be held in a portfolio and places buy or sell orders with a stockbroker; the stockbroker provides access to the exchange’s electronic trading and settlement systems. A stockbroker may be a full-service broker who provides investment advice, facilitates buy/sell orders and provides a range of other related financial services. A discount broker only accepts electronic buy and sell orders. The buy/sell process and electronic trading and settlement systems are discussed in Chapter 4 (see ASX Trade and CHESS). Some issues a direct investor will consider before buying a stock include liquidity, risk/return, integrity, transaction costs, capital growth/loss, accessibility, flexibility, taxation and social security. Indirect share investment is typically achieved by investing in a unit trust or managed fund. The fund will use professional fund managers to invest in the share markets. 6.3 LEARNING OBJECTIVE 6.3 Understand the importance of taxation in the investment decision process. Capital gains where the value of an asset increases over time Taxation The return received by an investor on a share portfolio may comprise dividend income and capital gains or losses. Dividends, if paid, are usually received twice yearly, being an interim dividend and a final dividend. The payment of a dividend from the profits of a company is at the discretion of the board of directors. Capital gains occur when the value of the share, or share price, increases. In either case, an investor may be required to pay taxation on total annual dividends received and realised capital gains (that is, any capital gain received when a share is sold). Therefore, an investor will need to be aware of the impact of taxation on an investment strategy. Taxation of investment returns varies from country to country, particularly in relation to: • • • • the taxation of dividend income the taxation of capital gains the rate of tax the treatment of capital losses. This text briefly considers the taxation of income and capital gains within Australia. The taxation regimes of other countries may be accessed through the website of the taxation office in those 198 vin22943_ch06_191-221.indd 198 01/09/19 09:23 PM Chapter 6 Investors in the share market countries. The address for the Australian Taxation Office is www.ato.gov.au. The taxation of individuals in Australia is based on a progressive tax system whereby the percentage of taxation increases relative to increases in taxable income. The personal tax income thresholds for the 2018–19 tax year are shown in Table 6.1. Table 6.1 Personal income tax rates, Australia, from 1 July 2018 Annual taxable income Personal income tax payable (a Medicare levy of 2.00 per cent of total taxable income is also payable) 0–$18 200 Nil $18 201–$37 000 19c for each $1 over $18 200 $37 001–$90 000 $3 572 plus 32.5c for each $1 over $37 000 $90 001–$180 000 $20 797 plus 37c for each $1 over $90 000 $180 001 and over $54 097 plus 45c for each $1 over $180 000 SOURCE: Australian Taxation Office. The taxation of dividends in the hands of the recipient was introduced as a temporary measure during World War II. This tax effectively resulted in dividends being taxed twice. First, companies paid tax on their net profits before a proportion of those after-tax profits was then distributed to shareholders in the form of dividend payments. Second, tax was also payable by shareholders on the dividends received. The tax was levied at the shareholder’s marginal rate of tax. This essentially represented a system of double taxation. This double taxation continues in many countries today. However, in July 1987 Australia introduced a system known as dividend imputation which removed the double taxation of dividends. Table 6.2 illustrates a simplified example of the beneficial effects for shareholders of the dividend imputation system. Apart from the obvious taxation benefit, dividend imputation encourages investment and growth in the share market. Marginal rate of tax the percentage of income tax paid progressively increases relative to the amount of income earned Table 6.2 Dividend imputation (Australia) Company X: Taxable income $100.00 Tax liability (at 30%)(a) −$30.00 After-tax profits distributed as dividends(b) Franked dividend received Income included in tax return (grossed-up amount, being the dividend of $70 plus the franking credit of $30) Shareholder: Marginal tax liability (at, say, 39%)(c) Less the franking credit (paid by Company X) Tax payable (a) $70.00 $70.00 $100.00 $39.00 –$30.00 $9.00 Company tax rate for 2017–2018 = 30%; $30 tax paid by the company is available for allocation to shareholders as a franking credit. It should be noted that companies with turnover of less than $25 million pay 27.5% company tax. (b) Assume 100% of profits are distributed as dividends to shareholders. (c) Assume personal marginal income tax rate = 37% plus 2.00% Medicare levy. Franked dividends dividends paid to shareholders that have a tax franking credit attached that is derived from company tax paid Grossed-up amount the total of the franked dividend plus the franking credit included in a shareholder’s taxable income Franking credit Under the current dividend imputation system, dividends on which the company has already paid company tax are referred to as franked dividends. For personal taxation purposes, the franked dividend received by the shareholder is grossed-up by the franking credit and the total amount is included in the amount of company tax paid and transferred to a shareholder with a franked dividend 199 vin22943_ch06_191-221.indd 199 01/09/19 09:23 PM Part 2 Equity markets taxable income. The individual shareholder is entitled to receive a tax rebate up to the amount of the franking credit. The franking credit is calculated as follows: company tax rate Franking credit = franked dividend × __________________ 1 − company tax rate Inflation component that part of a capital gain that is accounted for by the percentage increase in prices over the period 6.1 Therefore, as shown in Table 6.2, the franking credit is calculated as $30.00, being the fully franked dividend of $70.00 multiplied by 0.30 / (1 − 0.30 ) . The franking credit of $30.00 is added to the franked dividend of $70.00 to give a grossed-up receipt of $100.00, which is included in the shareholder’s assessable income. The franking credit reduces the tax payable. In Table 6.2, the marginal personal income tax rate of 37 per cent, plus 2.00 per cent Medicare levy, is used. Tax payable on the grossed-up amount is $39.00, but the shareholder receives the benefit of the franking credit of $30.00, being the amount of tax already paid by the company. This reduces the tax payable by the shareholder to $9.00. Without the benefit of the dividend imputation system, the shareholder would have been required to pay $27.30 in tax on the $70.00 dividend received. A shareholder whose marginal tax rate is lower than the company tax rate will pay no tax on the dividend received, and the excess franking credit can be applied against other taxable income. If the shareholder is entitled to a franking credit greater than the income tax payable, the shareholder will receive a cash tax refund. Clearly, an investor needs to consider the tax implications of a share investment. The Australian dividend imputation system applies only to Australian company tax paid; therefore companies that generate part of their income overseas, and do not pay Australian tax on that income, cannot allocate a franking credit for the non-Australian tax paid overseas. In that situation the company may allocate a partly franked dividend based on Australian tax paid. Another relevant aspect of taxation is the tax payable on capital gains realised from the buying and selling of shares. This area of taxation has changed a number of times in Australia and both the previous and the current capital gains tax regimes are discussed here. Where shares were acquired (or deemed to have been acquired) after 19 September 1985, a capital gain that is realised from the sale of those shares within 12 months of purchase is taxed in full at the taxpayer’s marginal tax rate. Where a capital gain is realised on shares sold more than 12 months from purchase, different rules may be applied. From September 1985 until 21 September 1999, a capital gain was indexed; that is, it was adjusted to reflect the inflation component of the asset’s price change. The net capital gain after indexation was taxed at the taxpayer’s marginal tax rate. Since 21 September 1999 the rule has changed. Currently, 50 per cent of any non-indexed capital gain on shares acquired since that date is now taxed, where the shares have been held for at least 12 months. The tax rate is the shareholder’s marginal tax rate. For shares acquired between 19 September 1985 and 21 September 1999, the shareholder can choose between paying capital gains tax on the indexed capital gain, or the 50 per cent discounted gain. Capital losses can be offset against future capital gains. REFLECTION POINTS • • • • Dividends and realised capital gains are taxable. Taxation structures and rates vary considerably between countries. In Australia there is a system of dividend imputation. Dividend imputation allows companies to pass tax credits for Australian company tax already paid to shareholders when dividends are paid. This is a franked dividend and the tax transfer is called a franking credit. The grossed-up amount is added to the shareholder’s taxable income, but the shareholder is able to reduce the tax payable with the amount of the franking credit. In Australia the taxation of capital gains has varied over time. Without considering retrospective arrangements, the current system requires at least 50 per cent of a capital gain to be included as taxable income. Capital losses may be used to offset capital gains. 200 vin22943_ch06_191-221.indd 200 01/09/19 09:23 PM Chapter 6 Investors in the share market 6.4 Financial performance indicators In deciding whether or not to purchase shares in a company, a potential shareholder who applies the fundamental approach to share investment analysis will be particularly interested in forecasting the future level of profitability of the company and the degree of risk associated with those forecast future cash flows. Though the emphasis of any share analysis should be based on future earnings, this generally is not possible and therefore an investor will, to a large extent, depend on historic data to form a view on the company’s projected performance. Significant indicators of a company’s past and present financial performance include its capital budgeting, capital structure, liquidity and cash management, dividend policies, record of profitability, overall performance relative to that of other firms in the industry and the impact of economic fluctuations on performance. The indicators of a company’s performance that we will consider are capital structure, liquidity, debt servicing, profitability, share price and risk. 6.4.1 Identify and describe various indicators of financial performance. Capital structure Capital represents the funds available to a company for its business purposes. This may seem a bit confusing because in Chapter 2 we referred to capital within the context of the Basel III capital accord as primarily equity-type funds. However, in this instance, capital structure refers to the proportions of funding derived from debt and equity. Capital structure is usually measured by the debt-to-equity ratio. The importance of the debt-to-equity ratio is discussed in detail in Chapter 5. Another relevant capital structure ratio is the proprietorship ratio, or shareholders’ interest ratio, which is the ratio of shareholders’ funds to total assets. The shareholders’ interest ratio is an indicator of the long-term financial viability and stability of a firm. Companies with a higher ratio of equity to other forms of finance are less dependent on external funding and thus have a lower level of financial risk. Such companies are also in a stronger position to grow the business, as they hold the necessary equity to support any expansion. It was pointed out in Chapter 5 that there is no single ideal ratio of debt to equity and that there is a wide spread between the ratios in different industries, and also between companies in the same industry. In analysing the debtto-equity ratio or the shareholders’ interest ratio, it is important to compare various industry groups. An examination of the ratio for a single company through time must also be carried out, typically over a three- to five-year period. The higher the level of debt financing relative to the proportion of equity provided by the shareholders of a firm, the greater the level of risk associated with future profitability. The higher level of risk derives from the nature of debt; that is, interest payments on debt and principal repayments must be made when they fall due. Should revenues from business operations fall as a result of adverse business conditions, the company might struggle to make these debt payments. 6.4.2 LEARNING OBJECTIVE 6.4 Capital structure proportion of company assets financed by debt and equity Liquidity A company must ensure that it has access to sufficient cash to be able to meet its current commitments and take advantage of future business opportunities. This is indicated by the company’s level of liquidity, that is, its ability to continue to meet its short-term financial obligations and thus to continue trading. One ratio used to measure the level of liquidity available to a company is the current ratio, that is, the ratio of current assets, being assets maturing within one year, to current liabilities, being liabilities due within one year. Current assets include cash, accounts receivable, stock (inventories) and short-term financial investments. Current liabilities include accounts payable and short-term debt commitments such as a bank overdraft facility, bills drawn and commercial paper issued. Current ratio ratio of current assets to current liabilities 201 vin22943_ch06_191-221.indd 201 01/09/19 09:23 PM Part 2 Equity markets current assets (maturing within one year) _________________________________ Current ratio = current liabilities (due within one year) Liquidity ratio ratio of current assets, less inventory, to current liabilities, less bank overdraft 6.2 A second, more specific, ratio is the liquidity ratio, that is, the ratio of current assets less stock, to current liabilities less the company’s bank overdraft. current assets − inventory (stock on hand) __________________________________ Liquid ratio = current liabilities − bank overdraft 6.3 Of the two ratios, the liquidity ratio provides a more realistic view of a company’s liquidity position. The reason for excluding inventory from current assets is that the liquidation of inventory may be quite difficult to achieve if the company is experiencing a liquidity crisis. Overdrafts are deducted from current liabilities because an overdraft facility with a bank is typically an ongoing financial arrangement and is less likely to be required to be repaid. On the liquidity criterion alone, it would seem that a company with a higher liquidity ratio or current ratio is in a healthier position than one with lower ratios. However, this is relative; the real question is whether a company has access to sufficient liquidity to meet its forecast needs under a pessimistic business scenario. Too much liquidity is not a good performance indicator, as there is a cost in maintaining a high level of liquidity; that is, the return received on liquid assets is generally lower. It is important to recognise that the ratios will vary considerably between firms in different sectors, and that there is no theoretical basis for the determination of the appropriate ratio even for firms within the same sector. One of the major reasons for the differences between the various sectors is different operating practices. For example, some firms and industries operate with a large volume of accounts receivable and inventories, and thus have a relatively high current ratio. Other companies will carry virtually no inventories, and will have little by way of accounts receivable; in this case, their liquidity ratios will be relatively low but will not necessarily indicate that there is a liquidity problem. It is important, therefore, that comparisons on the basis of liquidity be made only within the same industry group or sector. It may also be informative to compare, for the specific firm, the most recent performance of the ratios against a long-term average. That having been said, a rule of thumb generally accepted in the accounting literature is a current ratio of 1.5. This implies that a company with a 1.5 ratio will have liquid assets sufficient to cover its current liabilities one and a half times, thus providing a buffer to meet unexpected situations. A similar rule of thumb for the liquidity ratio may well be in the order of 0.7 to 0.8. This discussion of liquidity measurement has focused on the use of standard accounting ratios to measure the level of liquidity within a firm. These ratios are convenient for analysts and investors because the data needed for the calculations are available within published financial accounts. However, firms should adopt more sophisticated techniques for the internal measurement of liquidity. One method is to identify the liquidity characteristics of both assets and liabilities in order to understand the cash-flow implications of each asset and liability over different planning periods. This method recognises that the management of liquidity, as with other financial risks, is a dynamic rather than a static process. Liquidity within any corporation will change on a daily basis and therefore must be continually measured, managed and monitored. 6.4.3 Interest cover ratio the number of times a firm’s financial commitments are covered by earnings Debt servicing The amount and timing of cash flows available to a company are of critical importance to its ability to meet its short-term financing requirements and to ensure its solvency. Generally, companies always retain a level of debt because, as one debt issue matures, it is usually refinanced. However, refinancing may become very expensive when credit conditions in the capital markets are tight, so a strong cash flow is a good indicator of a company’s ability to maintain its ongoing operation. One measure of a firm’s capacity to service debt is the interest cover ratio. This ratio represents the number of times the business’s finance lease and interest charges are covered by its earnings before 202 vin22943_ch06_191-221.indd 202 01/09/19 09:23 PM Chapter 6 Investors in the share market lease charges, interest and tax. The higher the ratio, the greater is the ability of the business to cover its interest commitments. Again, a rule of thumb in the accounting literature often gives a minimum interest cover ratio of two times. This means that a rise in interest rates will not result in an undue negative situation for the company. It also provides scope for the company to obtain further borrowings if necessary. An interest cover ratio of less than 1 means that the company will experience an operating loss before income tax, and a negative cover ratio indicates a loss situation even before interest expenses are deducted. earnings before finance lease charges, interest and tax Interest cover = ___________________________________________ finance lease charges and interest 6.4.4 6.4 Profitability A company’s profitability may be represented by a range of different accounting ratios. A ratio that allows for comparisons to be made between companies with different capital structures is the ratio of earnings before interest and tax (EBIT) to total funds employed: EBIT EBIT to total funds ratio = _______________________________________________ total funds employed (shareholders’ funds and borrowings) 6.5 A variation of this ratio is to exclude short-term funding. This eliminates the effects of seasonal fluctuations in the amount of short-term debt employed by some companies. This ratio is referred to as the EBIT to long-term funds ratio: EBIT EBIT to long-term funds ratio = ______________________________________________ long-term total funds (i.e. total funds less short-term debt) Return on equity 6.7 Another ratio considered by shareholders is earnings per share (EPS). Company data for this ratio are normally published daily in major newspapers and therefore are easy to obtain. The EPS ratio measures the earnings that are attributable to each ordinary share after abnormal items. One shortcoming of the EPS ratio is that it is impacted by the number of shares outstanding. Investors will usually complement their analysis of earnings with the firm’s price to earnings (P/E) ratio. We discuss this shortly. Table 6.3 shows the EPS ratios of selected companies in the retail, banking and resources sectors. There are quite wide differences between companies and sectors. However, prior to concluding that those with the highest ratios are the ones that should be invested in, it is important to consider a range of other indicators of an industry’s and a company’s performance, such as the price to earnings ratio. It is also important to consider the history of the ratio in order to allow for the effects of fluctuations in the overall economic environment on particular companies and industry sectors. 6.4.5 the profits of a firm before allowing for interest expenses and tax payments 6.6 A further measure of profitability is the return on equity. It is given by: operating profit after tax eturn on equity = _______________________ R equity (shareholders’ funds) Earnings before interest and tax (EBIT) operating profit after tax as a percentage of shareholders’ funds Earnings per share (EPS) earnings attributed to an ordinary share Share price The price of ordinary shares in a company listed on a stock exchange represents the opinion of investors as to the present value of the future net cash flows to be generated by the company. The more optimistic the evaluation of the company’s future earnings prospects, the greater will be the demand for its shares, and thus the higher the share price of the company. There are two commonly used measures of the investors’ evaluation of a firm. They are the price to earnings ratio and the share price to net tangible assets ratio. 203 vin22943_ch06_191-221.indd 203 01/09/19 09:23 PM Part 2 Equity markets Table 6.3 Selected earnings per share ratios, July 2017 (cents) Retail sector Harvey Norman 40.85 JB Hi-Fi 186.83 Woolworths 110.45 Banking sector Australia and New Zealand Banking Group 195.33 Commonwealth Bank 556.45 National Australia Bank 239.30 Westpac Banking Corporation 233.32 Resources sector BHP Billiton 172.74 Rio Tinto 628.01 Santos –22.08 Woodside Petroleum 154.38 SOURCE: Morningstar DatAnalysis, 2018. Price to earnings ratio (P/E) the current share price divided by the earnings per share Share price to net tangible assets ratio current share price relative to the firm’s net tangible assets The price to earnings ratio (P/E) is the market price of a company’s shares divided by its earnings per share. This ratio is an indicator of investors’ evaluation of the future earnings prospects of a firm, rather than an indicator of the firm’s current or past performance. Where good earnings growth is expected, the P/E ratio will rise and be relatively high. Where there is less optimism about the future prospects, the P/E ratio will generally fall. Table 6.4 provides P/E ratios for selected companies within the retail, banking and resource industry classifications. The published data used in Table 6.4 are based on historic earnings rather than on a forecast of future earnings. Variations are evident between companies within the same industry sectors. This implies that the prices of company shares do, to some extent, already reflect anticipated changes in future earnings. While the P/E ratio is generally used and is conceptually quite simple, it is often difficult to calculate and interpret. The P/E ratio for a particular company can vary from one published source to another, depending on the earnings figure used in the calculation and on the estimation of the projected earnings growth rate. As noted above, the ratio should be based on expected future earnings. However, there are likely to be as many numbers put on the future earnings figure as there are analysts who are constructing P/E ratios for specific firms. Again, when interpreting P/E ratios published in the financial press, keep in mind that they will have been calculated using the immediate past earnings figures. Another measure of the value of a company is the share price to net tangible assets ratio. This is a measure of the discount or premium that a company’s share price is trading at relative to its net tangible assets. When the ratio is less than 1, the share price is at a discount and this may form the basis for another company to take over the assets of the company that theoretically may be undervalued. A ratio of less than 1 will not automatically result in a takeover. One of the inadequacies of this measure is that the value for net tangible assets (NTA) may not truly reflect the real, or replacement, value of the assets. For example, the valuation of some company assets may not take account of the fact that the assets cannot be converted into cash because they are purpose-built or they cannot be relocated. 204 vin22943_ch06_191-221.indd 204 01/09/19 09:23 PM Chapter 6 Investors in the share market Table 6.4 Selected price to earnings (P/E) ratios (times), May 2018 Retail sector Harvey Norman 10.45 JB Hi-Fi 11.78 Woolworths 22.84 Banking sector Australia and New Zealand Banking Group 12.95 Commonwealth Bank 12.87 National Australia Bank 12.19 Westpac Banking Corporation 12.58 Resources sector BHP Billiton 15.16 Rio Tinto 12.93 Santos — Woodside Petroleum 19.71 SOURCE: Morningstar DatAnalysis, 2018. 6.4.6 Risk Of fundamental importance in the decision to invest in a particular company or industry is the assessment of the risk that the investor would face from the investment. The notion of risk here is the variability, or fluctuation, in the share price. Modern portfolio theory provides a rigorous approach to analysing investment risk, in which risk is divided into two components: systematic risk and unsystematic risk. The nature of systematic and unsystematic risk was introduced in Section 6.1. That discussion is continued here. Systematic, or market, risk arises from factors that affect the whole market; that is, it relates to the variability of the general share market, not the variability of the shares of an individual firm. Variations in overall market performance could be brought about by: • • the state of the economy, including the levels of interest rates and the availability of credit, the rate of inflation, the rate of growth of the economy, changes in the taxation system and in government spending and movements in the exchange rate the state of international economies and the performances of major foreign share markets. The second component, unsystematic risk, is caused by factors specific to an individual company. The relevant influences include: • • • • • the effectiveness and experience of the managers of the company productivity and the cost of labour the particular impact of financial risk exposures (e.g. interest rate changes will have a greater impact on highly geared companies, and unfavourable foreign exchange movements will affect companies that have not hedged their foreign currency exposures) exposures to particular operational risks (e.g. loss of computer systems, denial of access to company premises due to a flood or fire or industrial action by employees) the competitiveness of the company relative to other firms, both domestic and foreign, in the same industry. 205 vin22943_ch06_191-221.indd 205 01/09/19 09:23 PM Part 2 Equity markets As discussed previously, one of the contentions of modern portfolio theory is that an investor can significantly reduce the effects of unsystematic risk through investment in a well-constructed and diversified portfolio. On the other hand, systematic, or market, risk cannot be diversified away. Therefore, in constructing a share portfolio it is important to identify the systematic risk of the firms to be included in the portfolio. The higher the systematic risk, the higher should be the expected rate of return. As discussed in Section 6.1, estimating systematic risk involves comparing the price history of a particular stock relative to movements in the market index. This measure of risk is referred to as the beta coefficient. The higher a stock’s beta, the greater the risk of that particular stock, and therefore the higher should be the expected rate of return. One of the problems in using beta calculations is that they are based on historic data. Nevertheless, beta is a very useful comparative measure of risk. Beta factors should be used as a starting point for the analysis of risk that may be inherent within various companies, and for the construction of an appropriate share portfolio. A company listed on a stock exchange with a beta of 1.15 indicates that, based on historic data, the share price can be expected to perform 15.00 per cent better than the overall market when share prices are rising, but 15.00 per cent worse if the market is falling. A company with a beta of 0.5 implies that the share price will rise, or fall, at only half the rate at which the overall market moves. However, what is relevant when choosing between investment alternatives is the expected future performance of a company. Chapter 7 considers some of the approaches that are used to assess the future performance of various sectors of the market and of individual companies. REFLECTION POINTS • • • • • • • An investor will consider a range of financial performance indicators when analysing the future earnings and profitability of a company. Capital structure looks at the risks associated with the funding of a firm, including the debt-toequity ratio and the type of debt held. Liquidity considers the access a company has to liquid funds to meet its day-to-day commitments. Debt servicing analyses the ability of a company to meet payments on its liabilities over different business scenarios. Profitability analyses the earnings per share of a company and its return on equity. The share price is the present value of forecast future net cash flows. Within this context, an investor will consider the price to earnings (P/E) ratio. An investor will analyse systematic risks (e.g. the impact of an increase in interest rates on debt facilities) and unsystematic risks (e.g. the impact of a computer system failure). Investors should, in part, manage systematic risk using beta factors, and diversify away unsystematic risk. 6.5 LEARNING OBJECTIVE 6.5 Apply quantitative methods to the pricing of shares. Pricing of shares Share investors are particularly interested in share prices and will scan the newspaper, or the website of the stock exchange, each day to see if the prices of shares held in a share portfolio have risen or fallen. In general, people are excited when the price of a share has risen, but surprised and disappointed when a share price falls. Fundamentals that impact on the price of a share include company-specific performance indicators and macroeconomic effects such as changing interest rates, exchange rates, prices, employment levels and business cycles. This section looks at the ways an investor can estimate the price of an ordinary share issued by a listed corporation, and the impact on a current share price of dividend announcements and payments, the issue of bonus shares, share splits and pro-rata rights issues. 206 vin22943_ch06_191-221.indd 206 01/09/19 09:23 PM Chapter 6 Investors in the share market 6.5.1 Estimating the price of a share The price of a share listed on a stock exchange is principally a function of the supply and demand for that stock. However, there are factors at work in the market that influence the level of supply and demand. One of the biggest influences is information. It may be argued that a share price moves in response to new information coming to the market. Why does new information have such an impact on share prices? The answer lies in the method that is used to estimate the price of a share. The price of a share is the present value of its future cash flows. New information will change investors’ expectations of forecast earnings and future dividends, and this will be reflected in a movement in the share price. That is, there will be a change in the supply and demand of a share as a result of the new information that changes expectations of future cash flows. Where the price of a dividend-paying ordinary share is equal to the present value of all future dividends, this may be expressed as: Dt ∞ P 0 = ∑ _______ t t=1 (1 + rs ) 6.8 where: P0 = current share price Dt = expected dividend per share in period rs = required rate of return In fact, an accurate estimation of future dividends over an extended period is very difficult. The calculations are therefore often simplified by using two alternative assumptions. In the first case it is assumed that a company will continue to pay a constant dividend over time; in the second, that a company will pay a dividend that grows at a constant rate over time. Valuing a share with a constant dividend When a company’s dividend payments are expected to remain constant, such that D0 = D1 = D2 = ... Dn , the share price can be calculated based on a perpetuity. The present value of a perpetuity is the cash flow divided by the relevant discount rate. The discount rate is the required rate of return that an investor requires on this particular investment. The equation may be expressed as: D0 P 0 = __ r 6.9 s For example, if Techno Limited’s last dividend payment of $0.50 per share is expected to remain constant, and the required rate of return on this investment is 15 per cent per annum, the price of the stock should be: P = ____ 0.50 0 0.15 = $3.33 6.9a The price of Techno Limited should change if the required rate of return changes as a result of new information coming to the market, or if new information implies a shift in the constant dividend to a new level. Valuing a share with a constant dividend growth rate A more common situation is one in which the dividend paid to shareholders over time increases. (It is assumed that the growth rate is constant.) Therefore, the next dividend paid will be the last dividend multiplied by the growth rate (g). This is expressed as: D 1 = D0 (1 + g) 6.10 207 vin22943_ch06_191-221.indd 207 01/09/19 09:23 PM Part 2 Equity markets therefore: D t = D0 (1 + g) t The original pricing formula can now be reconfigured so that: D0 (1 + g) P 0 = ________ (rs − g) 6.11 This formula represents the constant dividend growth model. For example, Ocka Limited has a constant dividend growth policy of 7.00 per cent. In the last financial year the company paid a dividend of $0.75 per share. If an investor’s required rate of return on this investment is 12.00 per cent, the current price of the stock should be: D0 (1 + g) P0 = ________ (rs − g) 6.12 ___________ (0.75 × 1.07) = (0.12 − 0.07) = $16.05 The constant dividend growth model recognises that a share price will be influenced by: • • • • a company’s earnings per share the company’s dividend payout ratio the expected growth rate in dividend payments an investor’s required rate of return. While the formula seems to imply that it is simple to accurately calculate the price of a share, in fact each of the component parts of the formula is not known with any certainty. 6.5.2 Cum-dividend a share price includes an entitlement to receive a declared dividend Ex-dividend date at which a share price is theoretically expected to fall by the amount of the declared dividend Cum-dividend and ex-dividend share prices In addition to fundamental factors that affect the price of a share, there are some other reasons— unrelated to the performance of the company—which lead to changes in a share price. These reasons are associated with the announcement by a company of a shareholder entitlement to receive a dividend, and the actual payment of the dividend to shareholders. Dividends are payments to shareholders, made out of the company’s after-tax earnings. Dividends are normally expressed as cents per share. Companies typically pay dividends twice a year: an interim (half-year) dividend and a final dividend. After a dividend is declared, shares are normally traded for a period of time with the dividend entitlement attached. That is, the share is said to trade cum-dividend (cum is the Latin for ‘with’). This occurs because there is a period of time between the announcement by the board of directors of a dividend payment during which the entitlement to receive that dividend moves to the new owner of the shares if the shares are sold. When a share is trading cum-dividend, the buyer of a share will also receive the next dividend payment. At a specified date, the share begins to trade ex-dividend (ex is the Latin for ‘without’) and the seller of a share, not the buyer, will receive the next dividend when the payment is finally made by the company. The ex-dividend share price should, theoretically, adjust downwards by the amount of the dividend. For example, if a company has declared a dividend of 5 cents per share, and its price cum-dividend is $1.00, the theoretical ex-dividend price would be calculated as: Share price cum-dividend $1.00 Dividend paid $0.05 Theoretical ex-dividend price $0.95 208 vin22943_ch06_191-221.indd 208 01/09/19 09:23 PM Chapter 6 Investors in the share market 6.5.3 Bonus share issues Occasionally, the board of directors of a company will issue additional ordinary shares to existing shareholders at no cost to the shareholder. The shares will usually be issued based on a predetermined ratio, such as one bonus share for every four ordinary shares held. The reason the board of directors makes a bonus issue is in order to convert accumulated reserves into equity; this is referred to as capitalising reserves. As with dividends, bonus share entitlements are traded cum-bonus and ex-bonus. When shares go ex-bonus there should be a downward adjustment in the share price. This is to be expected since a bonus issue does not result in a change in the total assets, or earnings expectations, of the company. Rather, it simply represents a change in the structure of the company’s financial capital. The price adjustment for ex-bonus shares should reflect the new number of shares in, or claims on, the asset value of the company. For example, if a company offers a one-for-four bonus issue, and its shares are currently priced at $10.00 cum-bonus, the theoretical price ex-bonus would be calculated as: Cum-bonus share price $10.00 Market value of four cum-bonus shares $40.00 Theoretical value of five ex-bonus shares $40.00 Theoretical value of one ex-bonus share = $40.00/5 Bonus issue where a company capitalises reserves through the issue of additional shares to shareholders $8.00 The ex-bonus price may not fall to its theoretical value. The act of issuing bonus shares may be taken by the market as a signal from the management of the company that it anticipates an increase in profitability. This is because, with the bonus issue, there are a greater number of shares in existence, and thus there are a greater number of shares to be serviced with dividends in the future. Assuming that management will not want to pay lower dividends in the future, it must have reason to believe that higher profitability is expected. If that is the interpretation that is placed on the bonus issue, demand for the shares should increase and there would be a consequent increase in the price of the shares. In this case, the ex-bonus price may not be adjusted down by as much as the calculations above suggest. 6.5.4 Share splits The board of directors may decide to split the number of issued ordinary shares of a company. A motivation for a share split might be to increase the liquidity of the shares on the stock market. For example, if the share price of a company has, over time, increased significantly, to a point where the dollar amount is large relative to the majority of other company shares traded on the exchange, the share may be seen as too expensive for some investors. If this is the case, those investors will be reluctant to buy the high-priced share and as such there will be less liquidity in the market for that share. A share split enables the board of directors to lower the price of the stock without changing the capital structure of the company or diluting the return to shareholders. A share split involves the division of the number of shares on issue. While the split often involves the doubling of the number of shares on issue (2 for 1), there can be other ratios as well. In assessing the impact of a share split on the market price of an ex-split share, it must be remembered that there is no fundamental change in the asset value of the company. The price adjustment should simply reflect the ratio of the split. For example, if a share with a current pre-split price of $40.00 is split two for one, then: Pre-split share price $40.00 Theoretical ex-split share price $20.00 Share split a proportional division of the number of shares issued by a company 209 vin22943_ch06_191-221.indd 209 01/09/19 09:23 PM Part 2 Equity markets Should the split be a 5 for 1 split, that is, the split results in five new shares for one existing share, then, given a pre-split share price of $40.00: Pre-split share price Theoretical ex-split share price 6.5.5 $40.00 $8.00 Pro-rata rights issues A pro-rata rights issue was discussed in Chapter 5. Briefly, a rights issue comprises an offer to existing shareholders of additional ordinary shares in the company on a pro-rata basis, such as one new share for every five shares held. A rights issue allows a company to increase its issued capital. The offer or subscription price of a rights issue is typically made at a discount to the market price. Thus, one should expect, theoretically, a downward adjustment in the share price when it is traded ex-rights compared with the cum-rights price. The extent of the adjustment should reflect the number of new shares issued and the amount of funds raised from the issue of the additional shares. The greater the number of shares issued, and the deeper the discount at which they are issued, the greater is the expected downward adjustment in the ex-rights share price. For example, a company with a cum-rights share price of $2.00 has made a one-for-four rights issue priced at $1.80; that is, the new share will cost $1.80. The theoretical ex-rights price would be calculated as: Cum-rights share price $2.00 Market value of four cum-rights shares $8.00 Plus: New funds raised through take-up of one-for-four issue $1.80 Gives: Market value of five ex-rights shares $9.80 Therefore: Theoretical ex-rights share price ($9.80/5) = Renounceable a right that can be sold before it is executed $1.96 Typically, the board of directors will announce a rights issue today, but the right will be exercisable by shareholders at a future date, such as in six weeks’ time. From the investor’s point of view, if the board of directors makes the rights issue renounceable—that is, the entitlement, or rights to purchase the new share, can be sold—the rights offer has a value before it is exercised. If the shareholder from the above example holds four cum-rights shares priced at $2.00, and a rights issue of one for four is offered at $1.80, the value of the right is 16 cents. The value of the right is expressed as: N(cum-rights price − subscription price) Value of right = _________________________________ N+1 6.13 where N is the number of shares required to obtain one rights issue share, and the subscription price is the discounted price of the additional share. Therefore: 4($2.00 − $1.80) ______________ Value of right = 5 _____ $0.80 = 5 = $0.16 6.13a 210 vin22943_ch06_191-221.indd 210 01/09/19 09:23 PM Chapter 6 Investors in the share market Since each of the original shares has one-quarter of the right attached to it, being a one-for-four rights issue, each ex-rights share can be expected to fall in value by 4 cents, that is, from $2.00 to $1.96. This is exactly the theoretical ex-rights share price that was calculated previously. Quite often the ex-rights price will not fall to its theoretical value. This is explained by the informational content of the rights issue. The fact that the company has increased its equity base may be taken by the market to mean that it anticipates improved profitability. Investors may well presume that the additional capital raised with the rights issue will be used by the company for profitable growth. As with bonus shares, that presumption of profitable growth is necessary if the company is to maintain its current dividends and earnings per share on the increased number of shares. REFLECTION POINTS • • • • • • • • • • The price of a company’s shares is the present value of forecast future cash flows. New information will change investors’ expectations and cash-flow forecasts and therefore the share price. Where a company is expected to pay a constant dividend over time, the price of the share is the constant dividend divided by the required rate of return. Where a company pays a dividend that has a constant growth rate, the price of a share is the current dividend multiplied by one plus the growth rate, divided by the required rate of return minus the growth rate. A share is said to be cum-dividend when a company has announced that it will pay a dividend; holders of those shares are entitled to receive the dividend. A company will announce the date when a share goes ex-dividend; new shareholders after that date are not entitled to receipt of that dividend. All other things being unchanged, the price of the share will theoretically fall by the amount of the dividend on the ex-dividend date. If a company issues bonus shares to existing shareholders, no additional capital is raised; therefore the share price should adjust downwards by the pro-rata number of shares issued. Occasionally, a company will decide to split the number of shares on issue, often to lower the share price and generate more liquidity in the stock. The share price should adjust by the percentage of the split. A rights issue provides shareholders with the opportunity to buy additional shares at a specified price on a pro-rata basis. The price of the share will adjust downwards relative to the current market price and the rights issue price. For example, if the current share price is $3.00 and a 1:1 rights issue has a subscription price of $2.80, the theoretical ex-rights price is $5.80 divided by 2, which equals $2.90. If a rights offer is renounceable, it has a value and can be sold on the stock exchange. 6.6 Stock-market indices and published share information A stock-market index provides a measure of the performance of a share market or industry sectors within the overall market. An index incorporates a group of selected company stocks designed to represent changes in the value of the market over time. Each day, news reports on television and radio comment on movements in the share market. For example, the evening news normally reports movements in the S&P/ASX 200 index and compare it with other indices in the USA, Europe and Asia. Stock-market indices have become an important barometer of the mood of the markets. When the Stock-market index a measure of the price performance of the share market or a sector of the market LEARNING OBJECTIVE 6.6 Analyse the functions and importance of share-market indices and interpret published share-market information. 211 vin22943_ch06_191-221.indd 211 01/09/19 09:23 PM Part 2 Equity markets Bull market a period when share prices are steadily rising over time Bear market a period when share prices are steadily falling over time indices are continually rising, it is said to be a bull market, but when the indices are steadily falling it is said to be a bear market. A stock exchange will publish a set of share-market indices that reflect the composition and strength of that market. Major stock exchanges around the world also publish a standard set of indices known as global industry classification standard (GICS®) indices. These are discussed below. Many stock exchanges use the services of specialist index providers. Two specialist index providers are S&P Dow Jones Indices (http://au.spindices.com) and MSCI Inc. (www.msci.com/products/indices/). The use of specialist managers for market indices is an acknowledgment of the increasing importance and global nature of investment. Fund managers typically now have an increasing pool of funds that are strategically invested in a wide range of international markets. Therefore, it is important that stock-market indices are comparable between countries. In this chapter, the focus is on S&P Indices as an index manager. By arrangement, and in consultation with a local stock exchange, S&P manages three main types of share-market indices: 1 performance benchmark indices 2 tradable benchmark indices 3 market indicator indices. Performance benchmark index broad measures of share-market performance; based on capitalisation and liquidity Stock liquidity the percentage of a corporation’s shares available for trading on a stock exchange Tradable benchmark index a narrow index generally used as the basis for pricing certain derivative products Market indicator index seeks to measure the overall performance of the share market Share price index measures changes over time in the price of shares included in the index Accumulation index measures changes in share prices, plus the reinvestment of dividends received Global industry classification standard (GICS®) an international standard that groups listed companies into 10 standard industry sector indices A performance benchmark index measures the performance and risk of a broad market, and includes a combination of company shares that represent 75–90 per cent of a share market’s capitalisation. Listed companies included in a performance benchmark index are required to demonstrate an adequate amount of market capitalisation combined with a high level of stock liquidity. Within the Australian equity market, the S&P/ASX 200 is the main benchmark index adopted by index (passive) fund managers. The index incorporates the shares of 200 eligible companies listed on the ASX. Eligibility is determined based on market capitalisation (size) and share liquidity (the percentage of shares actively traded). The S&P/ASX 200 covers around 80 per cent of the Australian market and is updated every quarter. A tradable benchmark index may also be a performance benchmark index, but it is a narrower index and is the basis upon which certain derivative contracts are priced, such as equity index futures contracts. Derivative contracts are discussed in detail in Part 6. The stocks included in this type of index are relatively stable in that they do not change regularly, thus enabling pricing consistency over time. Finally, a market indicator index measures the performance of an overall market, or the performance of a select group of stocks that indicate the performance of the overall market. Widely known international stock market indicator indices include the Dow Jones Industrial Average (USA), the S&P 500 (USA), the FTSE (UK), the DAX (Germany), the Nikkei 225 (Japan), the Hang Seng (Hong Kong) and the Straits Times (Singapore). It is interesting to note that the Dow Jones (a widely quoted US stock-market index) comprises only 30 stocks. Therefore, the S&P 500 has become the most widely used index in the USA. The S&P 500 incorporates 500 US stocks chosen primarily for their market size, liquidity and industry grouping. The Dow Jones Industrial Average index is a price-weighted index, while the S&P 500 index is a market value-weighted index; that is, the weighting of each company included in the index is proportional to each company’s share price and shares outstanding. The main market indicator index in Australia is the S&P/ASX All Ordinaries Index which incorporates 500 stocks. An index may be a share price index that measures the capital gains or losses evident from investing in an index-related share portfolio, or an accumulation index that recognises both changes in share prices and the benefit of reinvesting company dividend payments. The accumulation index facilitates comparisons between returns on a range of different investment products. If dividend imputation is available within a country (e.g. Australia), no allowance is made to an accumulation index for dividend franking credits, or for any discounts on dividend reinvestment schemes. S&P Indices manages its industry sector indices with a global industry classification standard (GICS®). The GICS comprises 10 standard international industry sector indices incorporating 24 industry groups, 67 industries and 147 sub-industries. Globally, around 27 000 companies are encompassed by this framework. Additional sector indices that recognise special market conditions 212 vin22943_ch06_191-221.indd 212 01/09/19 09:23 PM Chapter 6 Investors in the share market that apply to a particular country may be added to the list; for example, in Australia additional industry sector indices include financials excluding property trusts, real estate investment trusts (property trusts), metals and mining industry and gold sub-industry indices. The additional GICS indices used in the Australian market are essentially components of standard GICS indices, and reflect certain strengths within the Australian economy; that is, metals and mining, financials, property trusts and gold. The 10 standard international GICS indices are: 1 Energy. This includes companies primarily involved in the exploration, construction, production, marketing, refining or distribution of oil, gas, coal and consumable fuels. 2 Materials. This includes corporations involved in commodity-related manufacturing, such as construction materials, chemicals, metals, glass, non-energy resources, aluminium, steel producers, gold and precious metals, forest products and paper. 3 Industrials. This sector incorporates manufacturers and distributors of capital goods, consumer and professional services, plus transportation industries. This includes aerospace and defence, construction, engineering and building products, electrical equipment, industrial machinery and industrial conglomerates. It also includes commercial services and suppliers such as printing, data processing, office supplies and employment services. Transportation industries include airlines, railroads, marine and trucking corporations and transport infrastructure. 4 Consumer discretionary. This index includes industries that tend to be more sensitive to economic cycles. This includes manufacturers such as automotive, household durable goods, textiles and apparel, and leisure equipment. The services segment of the index includes hotels, restaurants, leisure and education services. The media segment includes advertising, broadcasting, movies and publishing. The retailing segment includes merchandise distributors and department and speciality stores. 5 Consumer staples. Consumer industries in this index are less sensitive to economic cycles. The index includes manufacturers and distributors of food, beverages and tobacco, and producers of non-durable household goods and personal products. Examples include food retailers, brewers, soft drink manufacturers, agriculture products and beauty care products. 6 Health care. This includes health-care equipment and instrument manufacturers and suppliers, diagnostic services and operators of health-care facilities, including hospitals and medical clinics. It also includes companies involved in research, development, production and marketing of pharmaceuticals and biotechnology products. 7 Financials. This includes companies involved in banking, mortgage finance, consumer finance, corporate lending, specialised finance, investment banking, broking, asset management, custody services, insurance, financial investment and real estate, including property trusts. 8 Information technology. This includes software development for the internet, application-based software, systems software and IT consulting and other services. It also includes manufacturers and distributors of technology hardware and equipment, including communications equipment, computers and peripherals, electronic equipment and semiconductors. 9 Communication services. This includes diversified telecommunication services, such as fixed-line, cellular, wireless, high band width and fibre optic networks, as well as companies that offer related content and information through various media. 10 Utilities. This includes companies involved in the production and distribution of electricity, gas and water. Passive fund managers use stock-market indices to target certain investment performance outcomes. For example, a fund manager within the Australian market may adopt the S&P/ASX 200 index as the benchmark for a particular investment fund. In this case, the fund manager will purchase shares of those companies that are included in the index, in the same weighted proportions. The performance of the fund will then track the performance of the stock market generally, as the S&P/ASX 200 represents approximately 80 per cent of market capitalisation. In the USA, a funds manager might choose to replicate the S&P 500, while in Japan the Nikkei 225 might be appropriate. 213 vin22943_ch06_191-221.indd 213 01/09/19 09:23 PM Part 2 Equity markets Major financial newspapers and other financial journals publish share-market information. The depth of information provided within the financial press does vary, and it is revealing to choose a local newspaper and analyse the stock-market information that is provided. To assist with your understanding of the information typically provided in the financial press, the following is a brief description of each of the column headings used by the Australian Financial Review (AFR). The daily share tables can be downloaded from www.afr.com/share-tables. • • • 52 week high/low: the highest and also the lowest sale prices recorded over the past year. Day’s high/low: the highest and lowest sale prices recorded during the trading day. ASX code: an alpha code given by the stock exchange for each listed security; for example, Woodside Petroleum Limited is WPL. • • • • • Company name: the abbreviated name of the company. Last sale: the final sale price recorded at the close of trading on the previous business day. + or – : the rise or fall in the share price, in cents, from the previous day’s closing price. Vol 100’s: the total volume, in hundreds, of a company’s shares traded on the exchange for that day. Quote buy: the highest price at which a buyer is offering to buy a share as recorded on the ASX Trade electronic trading system. • Quote sell: the lowest price at which a seller is offering to sell a share as recorded on the ASX Trade electronic trading system. • Dividend cents per share: the latest annual dividend, in cents per share, declared by the company. (The letter f following a dividend figure denotes that the dividend is fully franked, the letter p that a dividend is partly franked.) • Dividend times coverage: the number of times the dividend per share is covered by the earnings per share. • • NTA: total assets less total liabilities expressed in dollars per share. Dividend yield per cent: the dividend return to the shareholder based on the current share price; calculated by dividing the current dividends by the last sale price. • EPS (cents): earnings per share recorded in cents; represents the net profit divided by the total number of ordinary shares issued by the company. • P/E ratio: the current share price divided by earnings per share. The P/E ratio is expressed as a multiple (times), and shows the number of times the share price covers historic earnings. Other listed securities issued by corporations are also included in the daily published information; for example, pref indicates preference shares and opt indicates options issued. Students who feel they have an appreciation of the dynamics of investing in a stock market should consider two challenges: first, go to the website of the local stock exchange (e.g. www.asx.com.au) and explore the enormous amount of information that is readily available; second, look in the daily newspaper and interpret the stock exchange trading information that is published. Chapter 7 further extends the discussion of the share markets, with an analysis of factors that influence share price movements. REFLECTION POINTS • • A stock-market index provides a measure of the performance of a share market or sectors within the share market. S&P Indices manages three main types of share-market indices: (1) performance benchmark indices based on 75–90 per cent of a share market and including market capitalisation and 214 vin22943_ch06_191-221.indd 214 01/09/19 09:23 PM Chapter 6 Investors in the share market liquidity requirements; (2) tradable benchmark indices which are narrower indices used to price certain derivative products; and (3) market indicator indices which are representative of an overall share market. • • • A share price index monitors movements in share prices, while an accumulation index also incorporates the reinvestment of dividends. S&P also manages global industry classification standard (GICS®) indices for industry sectors of energy, materials, industrials, consumer discretionary, consumer staples, health care, financials, information technology, communications services and utilities. Additional GICS indices used in the Australian market are financials excluding property trusts, real estate investment trusts (property trusts), metals and mining industry and gold sub-industry indices. Electronic and printed media services provide investors with an enormous range of financial, economic and share-market information relevant to share investments. CASE STUDY PRIVATE EQUITY FIRMS, ANGEL INVESTORS AND EXIT STRATEGIES Apart from venture capitalists, angel investors and private equity firms are dominant forces in the private equity market. In the largest acquisition of an e-commerce company in history, the US retail giant Walmart is set to acquire India’s largest online retailer Flipkart for $16 billion in 2018, overcoming Amazon in the race for expansion. The transaction will also record the largest exit for private equity and venture capital investors in India, who collectively will make $14 billion by selling shares to Walmart (ET Bureau, 2018). The global private equity firms Tiger Global and Softbank have emerged as the major winners from the Walmart deal. Tiger Global is set to gain $424 million from its 2.20 per cent stake in Flipkart (Giriprakash, 2018). Walmart has agreed to pay between $4 to $4.5 billion for Softbank’s stake, which represents a 60.00 per cent return on Softbank’s (a Japanese conglomerate) $2.5 billion investment in Flipkart (Sen, 2018). In the world of private equity, the focus is drawn towards giants such as Blackstone, KKR and Carlyle, all set to explore the high potential of Asian markets. However, this opportunity has been long recognised by smaller firms such as Navis Capital Group. Navis Capital, which was founded in 1998, manages private and public equity funds worth $5 billion. Its success story started with the acquisition of King’s Safetywear, a Singapore based manufacturer of safety footwear. After taking the company private, Navis Capital initiated an expansion of King’s markets into Australia, India and South Korea, followed by negotiations for the acquisition of Oliver Footwear, the largest manufacturer of safety footwear in Australia. In 2011, Navis Capital exited from King’s footwear by selling the company for $430 million, earning a 350 per cent return on its initial investment. Beyond these large private equity firms lie the smaller angel investors who provide funds to a private business and who are not directly related to the owner or operator of the firm (DeGennaro, 2014). Investments by angel investors act as informal venture capital for fledgling companies. Scholars suggest that angel investors often look for entrepreneurial passion as an important investment criterion (Mitteness, 2012). Information about the investing records of angel investors is scarce. The Walmart–Flipkart deal, however, also features an angel investor, Ashish Gupta, who will reportedly earn $20 million by selling his stake in Flipkart, which he purchased in 2009. This will represent a return to this angel investor of 126 per cent (Dalal & Sen, 2018). References Cumming, D & Johan, S 2009, Venture Capital and Private Equity Contracting: An International Perspective, Academic Press, Oxford. 215 vin22943_ch06_191-221.indd 215 01/09/19 09:23 PM Part 2 Equity markets Dalal, M & Sen, A 2018, ‘Ashish Gupta, the angel investor likely to make $20 million from FlipkartWalmart deal’, Hindustan Times, 11 May, viewed 16 October 2018, https://www.hindustantimes. com/business-news/ashish-gupta-the-angel-investor-likely-to-make-20-million-from-flipkartwalmart-deal/story-queRXfEdhTKBPv0lnbN86M.html DeGennaro, RP & Dwyer, GP 2014, ‘Expected returns to stock investments by angel investors in groups’, European Financial Management, 20(4), pp. 739–755. ET Bureau 2018, ‘Walmart acquires Flipkart for $16 billion in world’s largest ecommerce deal’, Economic Times, 10 May, viewed 16 October 2018, http://economictimes.indiatimes.com/smallbiz/startups/newsbuzz/walmart-acquires-flipkart-for-16bn-world’s-largest-ecommerce-deal/ articleshow/64095145.cms Giriprakash, K 2018, ‘Tiger Global’s 2.2% stake sale for $424 m boosts Flipkart’s valuation to $17-19 b’, The Hindu BusinessLine, 30 January, viewed 16 October 2018, https://www .thehindubusinessline.com/info-tech/tiger-globals-22-stake-sale-for-424-m-boosts-flipkartvaluation-to-19-b/article22597158.ece Mitteness, C, Sudek, R & Cardon, MS 2012, ‘Angel investor characteristics that determine whether perceived passion leads to higher evaluations of funding potential’, Journal of Business Venturing, 27(5), pp. 592–606, doi:10.1016/j.jbusvent.2011.11.003 Sen, S 2018, ‘Walmart top dollar to SoftBank for Flipkart: 60% returns on $2.5bn in eight months’, Factor Daily, 27 April, viewed 16 October 2018, https://factordaily.com/walmart-flipkart-softbanktop-returns Discussion points • • What are the characteristics of angel investors? Describe the common exit strategies adopted by private equity firms. Master before you move on LEARNING OBJECTIVE 6.1 Consider the role of an investor in the share market, appreciate the wide range of investment choices that are available and understand risks associated with investments in shares of listed corporations. • • • • • Securities quoted on a stock exchange provide investors with an enormous range of investment opportunities. A corporation makes no promise of a return to ordinary shareholders, so the higher level of risk attached to these securities creates an expectation in the investor of a higher level of return, on average, over the longer term. A stock exchange brings buyers and sellers together to form an efficient, deep and liquid market in securities. A share in a listed company entitles an investor to receive a return on the investment in the form of any dividends paid and any capital gain or loss accumulated on the current market value of the share. Risks associated with share investments are described as systematic and unsystematic. Systematic risk exposures affect the price of most shares listed on a stock exchange, to a 216 vin22943_ch06_191-221.indd 216 01/09/19 09:23 PM Chapter 6 Investors in the share market • • • • • Portfolio theory demonstrates that, by holding a diversified share portfolio, unsystematic risk can be substantially reduced through diversification. The remaining systematic risk is measured using a beta coefficient. This is a statistical measure of the sensitivity of a share price relative to the overall market (as represented by a market index). Investors will consider the cash-flow and investment characteristics of a particular share. An investor may adopt an active or a passive share investment approach. The active approach might use fundamental analysis or technical analysis to structure a portfolio to meet the investor’s personal risk and return profile. With a passive approach, an investor will seek to replicate the structure, and therefore the return, of a specific share-market index. Within a diversified share portfolio the investor will consider the correlation of risk and return between shares. Finally, the allocation of shares within the portfolio will be both strategic, in that it meets the investor’s personal profile, and tactical, in that it will be monitored and managed to take account of new information that comes to the market. CHAPTER SIX REVIEW • greater or lesser extent. Unsystematic risk specifically impacts on the share price of individual stocks. LEARNING OBJECTIVE 6.2 Detail the process for buying and selling shares. • • • • • • An investor buying or selling shares can take a direct investment approach or an indirect approach. With the direct approach, an investor will select the shares to be included in a portfolio. The transaction will usually be carried out through a stockbroker. A stockbroker accepts buy or sell orders from investors and acts as the agent in placing the orders into the stock exchange’s trading system. The share trading system used by the ASX is known as ASX Trade and the transfer and settlement system is known as CHESS. Settlement occurs in T + 2 business days. A broker may be a discount broker that executes transactions but does not provide investment advice. A full-service broker will execute buy and sell orders, but will also provide investment advice and some other financial services. With the indirect investment approach, an investor does not select the stocks to be held in a portfolio; rather, the investor purchases units in a managed fund such as a public unit trust. LEARNING OBJECTIVE 6.3 Understand the importance of taxation in the investment decision process. • • • • Taxation will impact on the net return received by an investor. Taxation regimes vary considerably between countries. However, two major taxes that may be imposed on the return of a shareholder are income tax and capital gains tax. An investor needs to consider the level of income tax payable. For example, is income taxed at a flat rate or a marginal rate? Are realised capital gains taxed or not, and at what rate? For example, in Australia the marginal tax rate ranges up to 45 per cent, plus a 2.00 per cent Medicare levy. Generally, at least 50 per cent of a realised capital gain is also taxed at the taxpayer’s marginal income tax rate. However, there is a tax benefit available to Australian shareholders known as dividend imputation. The dividend imputation system enables corporations to pay franked dividends to shareholders, whereby the company tax paid on profits can be passed as a franking credit to the shareholder. This reduces the amount of tax payable by the shareholder. 217 vin22943_ch06_191-221.indd 217 01/09/19 09:23 PM Part 2 Equity markets LEARNING OBJECTIVE 6.4 Identify and describe various indicators of financial performance. • • • • • • When analysing a share investment opportunity, an investor should consider a range of financial performance indicators. Measures of a company’s liquidity, such as the current and liquid ratios, provide an indication of the company’s ability to meet its short-term financial obligations. The long-term financial viability of a company is indicated by the company’s capital structure, as measured by the debt-to-equity ratio or the proprietorship ratio. Past profitability may be measured by different earnings ratios. These include the earnings before interest and tax (EBIT) to total funds ratio, the EBIT to long-term funds ratio and the aftertax earnings on shareholders’ funds ratio. Another important indicator is the company’s ability to ensure its solvency by being able to meet its short-term financing commitments. This is frequently measured by the company’s interest coverage ratio. An investor may also rank companies on the basis of the market’s current valuation of the business and its prospective earnings stream. Indicators of market valuation are obtained through the price to earnings (P/E) ratio and the ratio of share price to net tangible assets. LEARNING OBJECTIVE 6.5 Apply quantitative methods to the pricing of shares. • • • • • • • • • Investors are interested in estimating the theoretical price of a share. The price may be said to be a function of the supply and demand for a stock. This is influenced by future earnings expectations. The price of a share is theoretically the present value of its future dividend streams. New information that changes future earnings forecasts will also change the share price. The future dividend payments of a corporation may be constant over time; in this case, the dividend payment is simply divided by the required rate of return to estimate the theoretical share price. Alternatively, a dividend payment may increase over time. It is assumed that increase will be at a constant growth rate. To calculate the share price, the last dividend is multiplied by one plus the constant growth rate; this is then divided by the required rate of return less the growth rate. There are other more mechanical issues that affect a company’s share price. These include the price adjustments that occur when a share trades ex-dividend. All other things being equal, a cum-dividend share price should fall by the amount of a dividend that is paid. If a company makes a bonus issue to shareholders, where no new capital is raised, the share price will theoretically fall by the relative proportion of new shares issued. A similar price adjustment expectation will occur with a share split. A share split changes the number of shares issued by a corporation, again without raising additional capital. Another reason for an adjustment in a share’s price is that, if it has been trading with an entitlement to participate in a rights issue, the theoretical ex-rights price will be lower than the cum-rights price. A renounceable right has a value in that it can be sold before the rights issue exercise date. LEARNING OBJECTIVE 6.6 Analyse the functions and importance of share-market indices and interpret published sharemarket information. • • A stock-market index is a measure of the price performance of a specific sector of a share market. S&P Indices provides specialist index management services to international stock markets and compiles a range of different market and industry sector indices. 218 vin22943_ch06_191-221.indd 218 01/09/19 09:23 PM Chapter 6 Investors in the share market • • The global industry classification standard (GICS) comprises 10 industry sectors (energy, materials, industrials, consumer discretionary, consumer staples, health care, financials, informational technology, communication services and utilities). Indices representing specific market strengths may be constructed by S&P. An index may be a share price index or an accumulation index. There is a wealth of share-market information that is published daily. Investors need to understand and interpret this information. Questions Essay questions Write short essay-type responses to the following questions. Make sure that you are able to explain in your own words the points you raise in relation to each question. 1 Outline two general strategies or approaches that can be taken to investing in the share market. (LO 6.1) 2 (a)Ms Brown has an investment portfolio comprising Australian shares. At a meeting with her investment adviser, she requests explanations of the definition of systematic risk and unsystematic risk, and an explanation of factors that are responsible for the two types of risk. Explain these issues to Ms Brown. CHAPTER SIX REVIEW • (b) Why should an investor not expect to be rewarded for the unsystematic risk element in a share portfolio? (LO 6.1) 3 An investor holds the following shares in an investment portfolio: JB Hi-Fi $6 500 beta 1.20 Telstra $8 600 beta 0.95 ANZ Bank $7 900 beta 1.05 (a) What does each beta coefficient imply about the volatility of each company’s shares relative to the overall market? (b) What is the portfolio’s beta? (c) If the investor added to the portfolio with the purchase of $5 000 worth of shares in AGL Energy (beta 1.60), what impact would that purchase have on the risk structure of the portfolio? (LO 6.1) 4 Combining domestic shares with some international shares can help reduce portfolio risk. Explain how this risk reduction is achieved. (LO 6.1) 5 Jack and Jill have recently married and have decided to start buying shares for an investment portfolio. (a) Explain the role of a stockbroker in the direct investment approach to share investments. (b) Within the context of services provided by a stockbroker, discuss the two main types of stockbrokers that an investor may choose to use. Differentiate between the services provided by these brokers. (LO 6.2) 6 Condor Limited is listed on the ASX, and earns part of its income in Australia and part overseas, where it is required to pay tax. The Australian company tax rate is 30 per cent. Condor Limited can provide dividend imputation to Australian shareholders from Australian tax paid. Assume 219 vin22943_ch06_191-221.indd 219 01/09/19 09:23 PM Part 2 Equity markets the shareholder’s marginal tax rate is 37 per cent, plus Medicare levy of 2 per cent. The investor receives a 70 per cent partly franked dividend of $12 700.00. (a) Explain the dividend imputation process. (b) Why might a dividend be only partly franked? (c) 7 Calculate the income tax payable by the investor. (LO 6.3) (a)Explain what is meant by the liquidity of a company. Define two common accounting measures of liquidity. (b) Why is liquidity an important indicator that an investor should consider when analysing share investment opportunities? (LO 6.4) 8 Define the commonly used measures of the profitability of a firm. Which measure do you consider to be most informative in comparing the profitability of firms across different industry sectors? (LO 6.4) 9 (a) Define two measures of a company’s debt-servicing capacity. (b) Explain why it is not appropriate to compare, on the basis of the identified measures, companies in different industry classifications. (LO 6.4) 10 A company with a lower P/E ratio is a better investment than a company with a higher P/E ratio. Discuss this statement. (LO 6.4) 11 Caltex Australia Limited pays a constant dividend of $0.60 cents per share. A fund manager is considering purchasing the shares as part of an investment portfolio. The fund manager requires a return of 15 per cent on the investment. Calculate the price that the funds manager would be willing to pay for the shares. (LO 6.5) 12 The last dividend paid to shareholders by Vicinity Centres was $0.10 per share. Assume that the board of directors of the company plans to maintain a constant dividend growth policy of 7.00 per cent. An investor, in evaluating an investment in the company, has determined that she would require a 12.00 per cent rate of return from this type of investment. If the current price of Vicinity shares in the stock market is $4.00, should the investor purchase the shares? (Show your calculations.) (LO 6.5) 13 AGL Energy Limited has declared a $0.33 cents per share dividend, payable in one month. At the same time the company has decided to capitalise reserves through a one-for-three bonus issue. The current share price at the close of business on the final cum-dividend date is $16.15. (a) Explain the strategy adopted by the company. In your answer, define the terms ‘cumdividend’ and ‘ex-dividend’. (b) Calculate the theoretical price of the share after the bonus issue and the dividend payment have occurred. (LO 6.5) 14 Alumina Limited has a share price of $2.82. The company has made a renounceable rights issue offer to shareholders. The offer is a three-for-10 pro-rata issue of ordinary shares at $2.60 per share. (a) Explain the effect of the offer being renounceable. (b) What is the price of the right? (c) Calculate the theoretical ex-rights share price. (d) Explain why an actual ex-rights price of a share may at times differ from the calculated theoretical price. (LO 6.5) 15 S&P Indices manages a global industry classification standard (GICS) for share-market industry sector indices. The standard comprises 10 international industry sector indices. (a) What is the purpose of share-market indices? (b) How does the existence of standard international industry sector indices facilitate global investment? (c) Identify and briefly explain the structure of the GICS indices. (LO 6.6) 220 vin22943_ch06_191-221.indd 220 01/09/19 09:23 PM Chapter 6 Investors in the share market accumulation index 212 ex-dividend 208 active investment 194 bear market 212 expected return of a portfolio 195 beta 194 franked dividends 199 price to earnings ratio (P/E) 204 bonus issue 209 franking credit 199 renounceable 210 bull market 212 full-service advisory broker 197 return on equity 203 global industry classification standard (GICS®) 212 share price to net tangible assets ratio 204 grossed-up amount 199 share split 209 index funds 195 stockbroker 197 indirect investment 198 stock-market index 211 inflation component 200 stock liquidity 212 interest cover ratio 202 strategic asset allocation 196 liquidity ratio 202 systematic risk 194 earnings before interest and tax (EBIT) 203 marginal rate of tax 199 tactical asset allocation 196 market indicator index 212 tradable benchmark index 212 earnings per share (EPS) 203 passive investment 195 unsystematic risk 194 capital gains 198 capital structure 201 co-variance or correlation 195 cum-dividend 208 current ratio 201 direct investment 197 discount broker 197 diversified investment portfolio 194 performance benchmark index 212 portfolio variance 195 share price index 212 CHAPTER SIX REVIEW KEY TERMS 221 vin22943_ch06_191-221.indd 221 01/09/19 09:23 PM CHAPTER 7 Forecasting share price movements CHAPTER OUTLINE 7.1 Fundamental analysis: the top-down approach 7.2 Fundamental analysis: the bottom-up approach 7.3 Technical analysis 7.4 Electronic trading 7.5 The random walk, efficient market and behavioural finance hypotheses Learning objectives LO 7.1 Identify and interpret economic variables that impact on share price movements within the context of the top-down approach to fundamental analysis. LO 7.2 Evaluate and apply the principles of the bottom-up approach to fundamental analysis, in particular the analysis of the financial and operational performance of a corporation. LO 7.3 Describe and apply technical analysis to forecasting movements in share prices. LO 7.4 Examine the role of electronic trading in influencing share price movements. LO 7.5 Explain the theoretical concepts that form the basis of the random walk hypothesis, and consider the implications of the efficient market hypothesis and the behavioural finance hypothesis when analysing and forecasting share price movements. vin22943_ch07_222-256.indd 222 01/09/19 09:24 PM Chapter 7 Forecasting share price movements CHAPTER SNAPSHOT How accurate are the share prices that we observe on the world’s stock markets? This is one of the great debates of twentieth and twenty-first century financial economics. It started in 1970 when Eugene Fama, a finance professor at Chicago, published his famous account of the efficient markets literature. This sparked a long series of investigations aiming to determine whether share prices accurately reflected information relevant to company fundamentals, whether those prices quickly adjusted to new information and whether those prices were subject to influence from other factors, especially mass psychology and other decision-making biases. The counterarguments, raised by behavioural economists such as Robert Shiller, have resulted in a flourishing research program that continues today. Fama and Shiller shared the Nobel Memorial Prize for Economic Sciences in 2013. INTRODUCTION Information is the lifeblood of the stock market. New information may derive from many sources, including company notices to the stock exchange, advice to shareholders at general meetings, management meetings with institutional investors (roadshows) or articles in the media. Sometimes the new information is rumour or speculation or noise. If shareholders become disenchanted with the performance of a company, they may decide to sell their shares. This increases the supply of the company’s shares on the market. The increased supply of shares is likely to bring about a fall in the share price. Conversely, if a company is expected to perform better than other companies, there will be an increased demand for the company’s shares and an increase in the share price. Given the importance of information as a determinant of supply and demand on the stock market, it is necessary to understand the main sources of information. Investment analysts tend to take one (or a combination) of three approaches when sourcing information: • • • Noise the opposite of information but can be mistaken for it fundamental analysis top-down approach, which considers economic variables that may affect the future performance of an investment opportunity fundamental analysis bottom-up approach, which considers the historic and forecast performance of a specific investment opportunity technical analysis, which evaluates and interprets historical share price movements over time. This chapter analyses each approach in turn. We also consider the impact electronic trading might have on influencing share price movements. Then, having gained an awareness of factors that influence demand and supply on the stock market, we introduce three theoretical concepts that seek to explain movements in share prices: 1 the random walk hypothesis, which recognises that share price movements respond to new information coming to the market 2 the efficient market hypothesis, which considers how quickly share prices respond to new information 3 the behavioural finance hypothesis, which attempts to explain share price movements based on psychological principles of investor decision making. 223 vin22943_ch07_222-256.indd 223 01/09/19 09:24 PM Part 2 Equity markets REFLECTION POINTS • • • • The price of shares of listed corporations is a function of supply and demand; that is, if there are more sellers than buyers of a particular stock, the share price will fall; similarly, if the demand from investors increases for a stock, the price will be pushed upwards. New information coming to the market is the primary determinant of factors that affect the supply and demand for a stock. Investors may apply a number of approaches to the analysis of share investments and the forecasting of share price movements: fundamental analysis top-down approach, fundamental analysis bottom-up approach and technical analysis. Three theoretical concepts that consider the relationship of information and share price movements are the random walk hypothesis, the efficient market hypothesis and the behavioural finance hypothesis. 7.1 LEARNING OBJECTIVE 7.1 Identify and interpret economic variables that impact on share price movements within the context of the top-down approach to fundamental analysis. Fundamental analysis considers macro and micro fundamentals that may impact future share price changes Top-down approach forecasts the overall global and domestic economic environment in which corporations operate Industry sectors components of an overall economy defined by the nature of the participants’ business operations Fundamental analysis: the top-down approach Many people have an interest in the future performance of share prices and the overall stock market, including fund managers, stock analysts, individual investors, regulators, government and financial journalists. They may be expected to explore rational approaches to the analysis and forecasting of share price movements. Fundamental analysis is one such approach. Fundamental analysis seeks to identify factors that are likely to influence directional changes in the value of a company and hence its share price. These factors may be macro or micro in context. Macro factors are those that influence the overall market, typically economic fundamentals such as interest rates, economic growth, business investment and consumer confidence. Micro factors are firm-specific and relate to the financial and operational performance and strength of a company, and also to the influence of management on the company’s performance. For example, indicators will include the return on equity, the return on assets, sales growth and market share. Therefore, fundamental analysis is divided into two components: the top-down approach and the bottom-up approach. While each component is considered separately, in reality investors will use both approaches as each component supports the full analysis necessary to make informed investment decisions. The position taken by analysts in the top-down approach is that it is necessary to forecast and analyse the overall economic environment and consider how forecast changes in economic fundamentals will impact on the performances of various firms and industry sectors. Ideally, both the top-down and the bottom-up approaches should be used to determine the specific shares to include in an investment portfolio. For example, the top-down approach should be used to determine those industry sectors most likely to perform well given forecast changes in the overall economy and those sectors that are more likely to be adversely affected. An investment portfolio should then be restructured so that it is overweight in those sectors forecast to do well, and underweight in those sectors forecast to face a contracting economic and business environment. The top-down approach will be applied to the local economy and also other international economies. Having used the top-down approach to determine the better-performing industry sectors within an economy, the bottom-up approach should then be used to select the most robust firms within those industry sectors. Similarly, when deciding to sell shares of companies that operate in industry sectors that are not forecast to perform as well, the first to go should be those stocks identified by the bottomup approach as having less financial and management strength. 224 vin22943_ch07_222-256.indd 224 01/09/19 09:24 PM Chapter 7 Forecasting share price movements As indicated above, the top-down approach seeks to identify factors within an economy which may impact on the future performance and profitability of corporations. These factors include: • • • • • • • • the rate of growth of major international economies the exchange rate between a domestic currency and the currencies of major trading partners and competitors interest rate movements resulting from monetary policy changes or credit supply factors in the financial markets the rate of growth of the economy—what is the shape and sustainability of the business cycle? developments in the balance of payments current account (i.e. the trade in goods and services with the rest of the world) price rises, as measured by the rate of inflation (consumer price index) the rate of growth in wages and productivity government policy responses to developments in the above variables—both domestic and international. This section considers these economic fundamentals. In commenting on each of them, it should be noted that the various parts of the list are interdependent. A change in one economic fundamental is likely to have a flow-on effect on many of the other variables. It is important to recognise and understand the effects of these interrelationships. 7.1.1 International economies The rate of growth in major international economies can have quite a strong effect on the expected profitability of many companies within a domestic economy. The performance of regional economies (e.g. Asia and the European Union) and specific country economies (e.g. the USA, China, India and Japan) clearly has an impact on overall growth in the global economy. It is reasonable to assume that the higher the rate of growth in the rest of the world, the greater will be the demand for exports generally. For firms that have a large proportion of their output devoted to export markets, and for those that have branches or subsidiaries in overseas countries, an increase in the growth rate in those countries should be bullish, or positive. The potential size of exporting firms’ markets, and thus their expected earnings cash flows, should increase. The business and performance effects of economic changes may vary from company to company, and from industry sector to industry sector, depending on the nature of the growth in the different international economies. For example, if the growth was being driven by increased consumer demand, then the suppliers of the more consumer-related raw materials, products and services might obtain a relatively greater benefit. If, on the other hand, the growth was being driven by a surge in business investment in capital equipment, it is reasonable to assume that the suppliers and users of basic minerals and other resources could do quite well, as would the manufacturers of the component parts of such equipment. The extent to which the incomes of suppliers and manufacturers will be boosted depends on, among other things, the extent to which the expanding countries can rely on their stockpiles of commodities and inventories that may have accumulated during prior periods of low demand and lower prices. If their stockpiles, and those of the competing supplier countries, are relatively low, then exporters can be expected to do well. Their sales should expand, and as the demand for exports increases, so too should the price obtained per unit of export. The extent to which the profits of exporters are boosted depends, in part, on what is likely to happen to the exchange rates of the currencies of the trading partners and competitors (see below). 7.1.2 International economies the economies of overseas nation-states Domestic economy the local or home economy of a nationstate Exports the sale of goods and services into international economies The rate of growth of an economy While it is appealing to conclude that a faster rate of growth in an economy is more positive for the stock market and share prices than is a slower rate of growth, the story is not quite that clear. Certainly, 225 vin22943_ch07_222-256.indd 225 01/09/19 09:24 PM Part 2 Equity markets stronger growth should be expected to improve companies’ expected future cash flows; however, unsustainable economic growth may also bring with it some less desirable outcomes. Some of the problems associated with rapid, unsustainable rates of growth in an economy include: • • • • • • a deterioration in the balance of payments current account; for example, increased demand for imported goods an increase in inflationary pressures; supply constraints will push up domestic prices for goods and services upward pressure on wages; labour shortages will result in higher wages costs an eventual depreciation of the exchange rate; as economic activity becomes unsustainable, demand for the currency will fall a rise in interest rates; monetary policy will need to be tightened to slow the economy to a sustainable level an inevitable downturn in economic activity and the business cycle. These issues are discussed further in the following sections. What is a sustainable rate of economic growth? There is, unfortunately, no single definitive answer. It depends on a range of variables. Typically, it would seem that less developed economies are able to sustain relatively higher growth rates for some time, but if that growth is not eventually tempered, the economy will inevitably overheat to a point where growth is no longer sustainable. Developed economies have the advantage of being able to look at long-term historic growth trends, which tend to suggest that sustainable long-term growth is best achieved within a certain growth range: between 3.00 and 4.00 per cent per annum. Another issue relates to where the drivers of growth are coming from. Economic growth across an economy is often not uniform; therefore, it is necessary to ascertain in which industry sectors the growth is occurring in order to analyse whether that growth is likely to be sustained in the long term. 7.1.3 Foreign exchange risk the risk that the value of one currency relative to another currency will change Exchange rates In an environment of global growth, resource and commodity exporters are expected to experience increased demand for their products and they could expect increased profitability. However, if export contracts are priced in US dollars (USD), as many of them are, the level of profitability could be affected by foreign exchange risk. If there were a strengthening, or appreciation, of the exchange rate of a local currency against the USD, then profits from increased export sales would be less than if the exchange rate had remained constant. This occurs because the exporter will need to convert its USD income back into the local currency at the higher exchange rate. It is possible that an adverse change in the exchange rate could wipe out the exporter’s profit margin. As well as forecasting the future exchange rate, it is also necessary to forecast the rate of exchange between the USD and the currencies of other countries supplying the world markets in competition with a local supplier. If, for example, the currency of the country of a major business competitor were to weaken against the USD, that competitor company would receive the same amount of USD for each unit of exports, but when the USD income is converted into the competitor’s home currency, its profits would increase. The increased profit margin may allow the company to renegotiate a lower USD price for the export commodity and still maintain a reasonable profit. The lower USD price would undermine the competitiveness and profitability of the local supplier. The above principles also apply to contracts written in other foreign currencies such as the euro, yen or pound sterling. Changes in the foreign exchange value of a currency can also have some unexpected results. Firms that appear to have no contact with international trade may be affected by changes in the value of the domestic currency. For example, a fall or depreciation in a local currency will, over time, push up the price of imports and therefore add to the cost of living. That is, the depreciation in the exchange rate will put upward pressure on the rate of inflation in the economy. The flow-on effects of a currency exchange rate change are important. For example, if the workforce seeks to maintain its standard of living, wages 226 vin22943_ch07_222-256.indd 226 01/09/19 09:24 PM Chapter 7 Forecasting share price movements will need to rise in line with the increased cost of living. Any increase in wages means that firms that were quite remote from the export-competing and import-competing sectors of the economy would find that their costs of doing business have been affected by the change in the value of the currency. It is quite probable that the central bank or government would intervene in an attempt to dampen the inflationary impact of a weakening currency. One form of intervention might be a tightening of monetary policy by the central bank through an increase in short-term interest rates. Another might be a cut in government spending. Both of these policies would be designed to slow the growth in the economy, with a view to reducing inflationary pressures. The former policy would increase the cost of funds to businesses; the latter would reduce the rate of business growth and would thus adversely affect future income flows. Profits would be squeezed from both sides. 7.1.4 Interest rates The majority of firms are exposed to interest rate risk. Interest rates represent a significant cost of doing business. The cost of debt finance is the interest paid to the provider of the finance. Therefore, any future change in interest rates will have a direct impact on cash flows and the profitability of a firm. If interest rates are forecast to rise, the market expectation would be for a reduction in business profitability and a fall in current share values. At the same time, a rise in interest rates would signal a possible slowing of economic activity and also a further reduction in profitability. Conversely, a forecast fall in interest rates would lead to an expectation of an increase in profitability, business activity and share prices. The profitability effects of interest rate changes need to be analysed separately for each company, as each company will have a different level of debt. Furthermore, each company may have managed its exposure to potential interest rate movements differently. One company may have a policy to reduce interest rate exposures by hedging the risk through the use of derivative product strategies. For example, it may enter into a forward rate agreement with its bank that effectively locks in today an interest rate that will apply at a future date. Another company may manage a forecast exposure to a rise in interest rates by borrowing most of its funds at fixed interest rates. There is a strong relationship between the level of exchange rates and the level of interest rates. This relationship varies over time. For example, if an economy is perceived to be growing at an unsustainable rate, overseas investors will withdraw investment funds, thus placing downward pressure on the local currency. At a point in time, the central bank will typically decide to tighten monetary policy (increase short-term interest rates) in an endeavour to slow down economic growth. The rise in interest rates should adjust economic activity to more sustainable levels, increase investor confidence and, as overseas investors return, put upward pressure on the exchange rate. The timing and speed of these changes is an unknown and usually will vary from business cycle to business cycle. Understanding the relationship between interest rates, monetary policy and economic activity is therefore essential in analysing changes in share prices. Monetary policy is applied by a central bank to achieve economic and social objectives, principally by controlling the level of inflation in order to maintain levels of employment and economic growth. Central banks implement monetary policy by influencing the level of interest rates. Monetary policy is discussed in detail in Chapter 12. 7.1.5 Interest rate risk the sensitivity of the value of assets, liabilities and future cash flows to a change in interest rates The balance of payments current account The balance of payments current account is a financial record of earnings from the export of goods and services to the rest of the world, less imports, plus income earned on investments made overseas, less the cost of overseas borrowings. Therefore, it records cash receipts of a country resulting from the sale of goods and services, but deducts payments made for goods and services bought from overseas suppliers. The current account also recognises the receipt of income from local funds invested in the international markets. From this is deducted interest and dividends paid on foreign borrowings and on foreign investments. Balance of payments current account record of net trade in goods and services, and international investment and borrowings, with the rest of the world 227 vin22943_ch07_222-256.indd 227 01/09/19 09:24 PM Part 2 Equity markets Current account deficit international export and investment receipts are less than imports and overseas debt payment If the total payments exceed total receipts, there is said to be a current account deficit. To finance the current account deficit it is necessary for a country to obtain funding from overseas. This results in the country building up its level of foreign debt, and thus increases the interest payment burden of future years. Progressively, more and more export income needs to be devoted to servicing the current interest commitments. What is the relevance of this to the share market? There is very clear evidence that the current account is affected by the rate of growth in an economy. The faster the rate of growth, the more a country as a whole imports and the worse the current account deficit becomes. Consequently, the level of foreign debt becomes greater. To contain the current account deterioration, the government or the central bank is likely to take measures designed to slow the economy. These measures may include a tightening of monetary policy—that is, a rise in interest rates—and significant reductions in government expenditure. These initiatives will be aimed largely at slowing the economy in order to slow import demand. Some of the impacts of tightened monetary and budgetary policy on the profitability of businesses were outlined above. 7.1.6 Nominal rate of interest the annual market interest rate; includes the real rate of return plus an anticipated inflation component Compounding interest an arrangement where periodic interest payments accumulate on a financial instrument Carded rate a financial institution’s advertised nominal interest rate on loans and deposits Depreciation the amount by which the value of an asset is written down in an accounting period Inflationary pressures Inflation is a reflection of increases in prices. Inflation is typically measured using a consumer price index (CPI). The CPI measures changes in the cost of a basket of selected goods and services that typify those bought by individual households in a particular nation-state. Changes in the CPI over time are used as a measure of the rate of inflation. Care needs to be taken when comparing the CPI (or its equivalent) between countries, as the basket of goods and services will vary. Stronger economic growth is often—though not always—a precursor to increased rates of inflation. Many countries through their central banks now target a level of inflation that is deemed to be conducive to maintaining long-term sustainable economic growth. The target rate of inflation will generally fall within a defined band. For example, Australia, through the monetary policy actions of the Reserve Bank, targets a level of inflation between 2.00 and 3.00 per cent per annum (on average) over the business cycle. The policy tool used to maintain inflation within the target range is monetary policy. If the central bank is concerned that inflation is threatening to exceed the target range, there is a clear expectation that the central bank will begin to tighten monetary policy, that is, increase shortterm interest rates. Therefore, in forecasting the effects of strong economic growth on a company’s performance, it is necessary to consider the possibility and effects of inflation and monetary policy. Another aspect of inflation that should be appreciated is its impact on the nominal rate of interest. The nominal rate of interest is the unadjusted annual rate of interest; that is, no adjustment has been made to the rate to reflect the effects of compounding interest or the rate of inflation. The determination of interest rates is discussed in Chapter 13. Briefly, the nominal rate of interest has two major components: the real rate of interest and the rate of anticipated inflation. If the nominal rate or carded rate of a bank term loan is 6.50 per cent per annum and inflation is expected to run at 2.50 per cent, the approximation of the real rate of interest is 4.00 per cent per annum. If inflation is expected to increase to say 3.00 per cent, there is an expectation that the nominal rate of interest will also increase, to 7.00 per cent. Investors will require the higher rate of return in order to maintain the real rate of return and to compensate for the anticipated increase in prices. The increase in interest rates will make debt funding more expensive for business. A further implication to be taken into account is the varying impact of inflation on different companies within the context of the tax treatment of depreciation of capital assets. Capital-assetintensive companies may be particularly adversely affected by inflation. Depreciation allowances are based on the historic (or purchase) cost of an asset rather than its replacement cost, which rises during periods of inflation. The accounting and taxation system then overstates the true after-tax earnings of the firm. Investors need to be aware that a growth in reported earnings brought about by inflation may need to be discounted. The same argument applies for inventories. Inventories carried on the books at purchase price are later sold at higher prices during inflationary periods. However, they have to 228 vin22943_ch07_222-256.indd 228 01/09/19 09:24 PM Chapter 7 Forecasting share price movements be replaced at higher prices. Thus the inventory profit may be illusory. Again, potential share buyers should discount the reported profits for this effect. 7.1.7 Wages growth During periods of relatively rapid economic growth, business activity increases and therefore the demand for labour also increases. Firms wanting to expand will tend to seek workers who are skilled and already working in a similar type of employment. Expanding firms will attract labour by offering better salary packages than those offered by workers’ current employers. This competitive bidding can set up a wage spiral that ultimately affects the cost of labour for all employers. Wage increases that are in excess of an increase in the productivity of that labour will reduce the proportion of the company’s income revenue that goes to profit, and will render the company less attractive to shareholders and to potential share investors. This consequence is even more important to those firms that normally have a large proportion of their total costs as labour expenses. An increase in economic growth will not, however, automatically increase wages growth and reduce the share of income going to profits. Wages are also affected by the wage-setting mechanisms of a nation-state. For example, throughout Australia’s recent strong economic expansion, the share of national income going to wages actually fell and company profits increased. Many economists and market commentators attributed this outcome to government policies that set the parameters for possible wage increases. 7.1.8 Understanding the interrelationships of economic fundamentals It is timely to restate the previous statement that the fundamentals considered above are often highly interrelated. This creates an analysis environment that is very dynamic. In attempting to forecast share price movements, an investor must not take a piece of information in isolation, but should consider the impact that information will also have on the wide range of other variables. The foregoing discussion on the top-down approach to fundamental analysis has been highly selective. While the main economic fundamentals were introduced, there are many more to be considered, and analysts will incorporate what they perceive to be other important economic fundamentals in their own models. Essentially, the top-down approach involves the forecasting of developments in the fundamentals of the domestic economy in which a business operates and in the economies of major trading partners. Once the forecasts are available, the task then is to identify those industry sectors of the economy and of the share market that are likely to be advantaged or disadvantaged by the forecast changes. The bottom-up approach should then be used to select specific firms within industry sectors that should benefit from the forecast changes for inclusion in a share investment portfolio. REFLECTION POINTS • • The top-down approach considers macroeconomic factors that impact on the overall investment environment; it assists investors to determine which economies and industry sectors offer the best investment opportunities. The rate of growth in international economies impacts on overseas investment opportunities and also affects the performance of investment opportunities in the local economy; investors need to consider international business cycles and government policy responses (fiscal and monetary). continued 229 vin22943_ch07_222-256.indd 229 01/09/19 09:24 PM Part 2 Equity markets continued • • • • • Firms that conduct business in the international markets are exposed to foreign exchange risk; that is, movements in exchange rates may adversely impact on future cash flows and the value of assets and liabilities. The cost of debt funds is the interest rate. Any change in interest rates will affect the cash flows and profitability of a business. Interest rate changes (monetary policy) will impact on economic growth and the business cycle. Changes in the balance of payments current account (exports of goods and services minus imports, and foreign interest earned minus interest paid) will affect economic performance and a current account deficit will need to be funded with increased foreign debt. Central bank monetary policy specifically targets the level of inflation; that is, changes in inflation may result in interest rate changes which will affect economic activity. Wages growth that is above the growth in productivity will reduce the profit margins of corporations. 7.2 LEARNING OBJECTIVE 7.2 Evaluate and apply the principles of the bottom-up approach to fundamental analysis, in particular the analysis of the financial and operational performance of a corporation. Bottom-up approach performance analysis that focuses on accounting ratios and other measures of a firm’s performance Accounting ratios measures of a company’s financial and management performance, strength and efficiency Fundamental analysis: the bottom-up approach Once an investor has completed a top-down analysis of the fundamentals that impact on the overall investment environment, the investor is able to determine which economies and industry sectors provide the best investment opportunities. For example, an investor may have decided that economic fundamentals indicate strong economic growth within the Swiss and Australian economies and that the growth will be particularly strong in the pharmaceuticals sector in Switzerland and the resources sector in Australia. The investor has a number of choices of company shares to buy within each of those sectors. In which companies should the investor purchase shares? How can the investor make an informed investment decision? Fundamental analysis using the bottom-up approach assists with that analysis. The fundamental analysis bottom-up approach considers micro factors that indicate a firm’s financial, operational and management performance. The approach focuses on accounting ratios and other measures of a firm’s performance. A number of the main ratios were outlined in Chapter 6. These included ratios for: • • • • • • capital structure liquidity debt servicing profitability share price and equity risk. It may be useful to review Section 6.4 before proceeding. An appropriate starting point is to calculate the important ratios for the various companies, in particular, industries in which the investor is interested. Those companies with the most favourable combination of indicators would then be selected. It is important to make direct comparisons only between companies that are substantially in the same industry, since the norm, or the benchmark, for the various ratios often differs quite significantly between industry sectors. The fundamental analysis bottom-up approach to the selection of companies for inclusion in an investment portfolio is illustrated in Table 7.1. 230 vin22943_ch07_222-256.indd 230 01/09/19 09:24 PM Chapter 7 Forecasting share price movements Table 7.1 Financial characteristics of two retail companies (a) Ratio(a) Company A Company B Current 1.85 1.10 Proprietorship (shareholders’ interest) (%) 71.00 31.50 EBIT/long-term funds (%) 17.00 12.50 Return on shareholders’ funds (%) 14.50 9.75 Debt/gross cash flow (years) 2.91 3.85 Interest cover (times) 3.10 2.30 P/E (times) 5.21 12.10 Price/NTA (times) 1.00 0.99 Chapter 6 provides a discussion on the ratios Based on the bottom-up approach alone, of the two hypothetical companies presented in the table, company A would be the preferred choice for inclusion in an investor’s share portfolio. The table has been constructed so that the selection is obvious. On each criterion, company A outperforms company B. In reality, the choice will rarely be so apparent. It is more likely that the results of the calculations will be mixed and an investor will need to exercise both analysis and judgment in the investment decision process. Additional inputs that may help in making a decision include: • • • • intelligence on changes in key management positions information on the corporate mission, corporate governance and planned strategic directions of the company into the future an examination of the recent history of the indicators included in Table 7.1, typically over the past three to five years a comparison of the performance indicators with other similar firms in the same industry. With this additional information, the investor should then keep in mind the position argued by modern portfolio theory: the greater the degree of systematic risk, the greater should be the expected rate of return. If a higher rate of return is not expected, then the higher risk is not worth accepting in the investment portfolio. A further issue is that a well-diversified portfolio, being one that is constructed to minimise unsystematic risk, will incorporate shares of firms from various industry sectors across geographic regions and in a range of countries. The selection processes outlined above would be applied to select the specific firms from within each of the desired industry sectors. While the detail and the discipline of the bottom-up approach are appealing to many investors, the approach may suffer from a major drawback. The drawback relates to the need to calculate the performance ratios using historic data. The historic data provides useful information on past performance, which may be an indicator of future performance, but it is also possible that future performance may be different. This raises the question of how to forecast the future direction of the performance of a firm, the industry sector and the stock market generally. The fundamental analysis solution is to combine a top-down approach with the bottom-up approach. Corporate mission the ultimate objectives and purpose of a corporation as determined by the board of directors Modern portfolio theory concepts that enable a portfolio to be constructed with optimal risk and return relationships REFLECTION POINTS • Once an investor has determined which economies and which industry sectors offer the most attractive investment opportunities, the investor must conduct an analysis of firms in those sectors to decide which shares to buy or sell. continued 231 vin22943_ch07_222-256.indd 231 01/09/19 09:24 PM Part 2 Equity markets continued • • • • The bottom-up approach analyses a firm’s financial, operational and management performance over time using accounting ratios and other measures of a firm’s performance. Accounting ratios include capital structure, liquidity, debt servicing, profitability, share price and equity ratios. Ratios will be measured over time and compared with those of similar corporations in the same industry. (Note: Ratios use historic data that may not accurately reflect future performance.) Other indicators include information on key management positions, corporate governance and the strategic direction of the firm. 7.3 LEARNING OBJECTIVE 7.3 Describe and apply technical analysis to forecasting movements in share prices. Technical analysis explains and forecasts price movements based on past price behaviour Share price pattern a graph over time of movements in a share price or a market index An alternative approach to forecasting the movement of share prices for individual companies, and forecasting the performance of particular industry sectors and the overall stock market, is technical analysis. This approach seeks to explain and forecast share price movements on the basis of the past behaviour of prices. One underlying assumption of technical analysis is that markets are dominated at certain times by a mass psychology, and that over time regular patterns in share price movements are evident. As a share price pattern begins to emerge, it is assumed that the historic pattern will re-emerge in full; that is, the full pattern will unfold this time as it did in the past. An emerging share price pattern formation is taken as being a pointer to the path of the future share price series. Most typically, analysts adopt either a technical approach or a fundamental approach. Rarely will an individual analyst adopt a combination of the two. However, some fund managers and individual investors take inputs from both approaches. Some research indicates that it is a combination of both approaches that provides the better forecasts. Fundamental analysis has a reasonable forecasting track record until the share market moves well above, or below, what the fundamentals would normally support. At that stage it is argued that the chartists, or technical analysts, provide the best forecasting record. For example, if the values of shares in a particular industry sector (e.g. technology sector) rise at rates well above forecast future cash earnings potential, then share prices may not be explained by economic fundamentals, and technical analysis may provide indicators of future share price corrections. The reason for the change in forecasting strategy has to do with timing. A limitation of fundamental analysis is that forecasting on the basis of the fundamentals can suggest that the market is overvalued and is due for a correction, but cannot predict the timing of the downturn. Once the market gets out of line with the fundamentals and it is widely recognised that an adjustment is due, an alternative method of analysis—the forecasting models of the technical analysts—may be used to signal the timing of the adjustment. Indeed, one of the major claims made by some technical analysts is that they can pick the timing of market turning points. Of the various types of technical analysis forecasting models, two will be considered here: • • moving-averages models charting. 7.3.1 Price series a graph of historic share price or market index movements over time Technical analysis Moving-averages models An analyst is able to plot historic share price movements of individual corporations or, alternatively, price movements in a particular share price index on a graph. In either event, the analyst creates a price series. The graph will show price changes over the period, and from that graph certain price trends may be evident. 232 vin22943_ch07_222-256.indd 232 01/09/19 09:24 PM Chapter 7 Forecasting share price movements A technical analyst will usually apply more sophisticated price models; one type of model is based on moving averages. Constructing a moving-averages model (MA) from a series of numbers tends to smooth out more erratic price movements. It is designed to reveal more clearly the trends in a price series. For example, Table 7.2 illustrates the procedures for calculating a simple five-day MA. An average of five numbers in a series is obtained by adding the numbers together and then dividing that value by five. For series such as share prices, where the value changes daily, an MA is constructed in order to keep the average up to date. Moving-averages model (MA) a graph of a series of average prices constructed over time Table 7.2 Construction of a simple five-day moving average Day Price Delete Add Net change Sum Moving average 36 7.2 1 6 2 7 3 8 4 7 5 8 6 9 6 +9 +3 39 7.8 7 10 7 + 10 +3 42 8.4 8 8 8 +8 +0 42 8.4 9 10 7 + 10 +3 45 9.0 10 12 8 + 12 +4 49 9.8 The construction of the value of the MA is quite simple. On the fifth day, the average daily price for the past five days is the sum of the prices divided by five. On day 6, the day 1 price is dropped and the day 6 price is brought in. The sum of the current set of five daily prices is divided by five, and the resulting figure gives the five-day MA on day 6. This process is repeated daily in order to update the MA series continually. Computer spreadsheet programs make this task very simple; however, even calculating it manually is simple. Once the actual price series and the MA series are plotted on the same graph, buy and sell signals are generated. Those who subscribe to the benefits of the MA technique would adopt the following rules: • • • • Buy when the actual price series cuts the MA from below—especially if the MA has been flat or is in a gentle decline. This is illustrated in Figure 7.1(a). Buy when the MA series is rising strongly and the price series cuts or touches the MA from above, but then moves back above the MA after only a few observations, as shown in Figures 7.1(b) and (c). Sell when the MA flattens, or declines after a steady rise, and the price series cuts the MA from above, as shown in Figure 7.2(a). Sell when the MA series is in decline and the price series cuts or touches the MA from below, but then moves back beneath the MA after only a few observations, as shown in Figures 7.2(b) and (c). Where an MA is constructed using daily price movements, the most commonly adopted periods are 10 days and 30 days. The 10-day MA will pick up short-term changes in trend, while the 30-day MA is more likely to pick up medium-term trend changes. Some analysts who use the MA approach prefer to use a combination of MA series in order to generate their buy/sell signals, rather than use a single MA with the actual price series. For example, a 10-day MA and a 30-day MA may be applied together. The buy/sell rules are the same as those presented above, except that the 10-day average substitutes for the actual price series in the buy/sell rules. 233 vin22943_ch07_222-256.indd 233 01/09/19 09:24 PM Part 2 Equity markets Figure 7.1 Buy signals: when the price series intersects, or tests, a rising MA line (a) Buy (b) Buy (c) Buy Figure 7.2 Sell signals: when the price series intersects, or tests, a falling MA line (a) Sell (b) Sell (c) Sell Another variation is the use of a weighted MA rather than a simple MA. Analysts who prefer the weighted MA argue that the most recent price contains the most valuable information on what the market perceives the value of the share to be. It should thus carry the greatest weight in the calculation of the MA. In constructing a weighted MA, each piece of the raw price data is given a weighting; the latest price data is given a higher weight than the earlier price data. For example, in a five-day MA, today’s price may be given a weighting of five; that is, it is multiplied by five. Yesterday’s price, day 4, is multiplied by four and so on. The calculations are illustrated in Table 7.3. The sum of the five values is divided by the sum of the weights; in Table 7.3 this is day 1 + 2 + 3 + 4 + 5 = 15. 234 vin22943_ch07_222-256.indd 234 01/09/19 09:24 PM Chapter 7 Forecasting share price movements The calculation for day 6 would be as follows: • • • • Delete the day 1 price. Recalculate the weighted values of the prices for days 2 to 6 and add them together: (7 × 1) + (8 × 2) + (7 × 3) + (8 × 4) + (9 × 5) = 121 Divide the weighted total by the sum of the weights, being 121/15 = 8.07. The new figure of 8.07 is added to the moving average in Table 7.3. Table 7.3 Construction of a weighted five-day moving average (a) Day Price Price × weight 1 6 6×1=6 2 7 7 × 2 = 14 3 8 8 × 3 = 24 4 7 7 × 4 = 28 5 8 8 × 5 = 40 6 Weighted total Weighted MA(a) 112 7.47 9 121 8.07 7 10 132 8.80 8 8 130 8.67 9 10 138 9.20 10 12 153 10.20 Weighted total divided by the sum of the weights (i.e. 1 + 2 + 3 + 4 + 5 = 15) An advantage of the MA technique is that, insofar as it works at all, it provides rule-based buy/sell signals; there is no need for discretion. On the other hand, the use of charting techniques for generating and interpreting buy/sell signals allows considerable scope for individual interpretation of the patterns that emerge in the charts. It is not surprising then that analysts who use charting techniques will differ from those using MA analysis in their interpretations of the same objective price series data. 7.3.2 Charting The second type of technical analysis forecasting model considered in this chapter is charting. The following is an overview of the major patterns that are claimed by chartists to contain valuable information for forecasting share price movements. The patterns will be discussed under the headings: • • • • trend lines support and resistance lines continuation patterns reversal patterns. Trend lines Many prices appear to move in trends. The chartist seeks to observe the trend and any changes that might occur in the trend. Two trend lines are considered: • • the uptrend line the downtrend line. 235 vin22943_ch07_222-256.indd 235 01/09/19 09:24 PM Part 2 Equity markets Uptrend line achieved by connecting the lower points of a rising price series Downtrend line achieved by connecting the higher points of a falling price series Return line a line drawn parallel to a trend line to create a trend channel By connecting the lower points of a rising price series, an analyst is able to create an uptrend line. On the other hand, an analyst will draw a downtrend line by connecting the higher points of a falling price series. A return line is drawn parallel to the trend line in order to establish the trend channel. An important focus of attention for the chartist is the determination of when the trend is about to change. When does a penetration of the trend line constitute a signal that the trend has changed? Some of the patterns discussed below are used by chartists to shed some light on this question. In the meantime, the following are regarded as reasonably reliable generalisations: • • • • • The longer a trend line has been in force, and the more times it has been tested, the greater is its validity. If a trend line is of long standing and has withstood three or four tests, and then an indecisive break is experienced, this penetration can be ignored and the original trend retained. Intra-day trades that break through established trend lines are considered to be unimportant; however, if the breakout is on high trading volumes it may signal a weakening trend. Failure to reach the return line in a well-established trend indicates deterioration in the trend. Once a trend is broken on the downside, prices fall from it and then often make a return move towards the line. The pullback frequently retraces approximately 50.00 per cent of the move away from the trend. This pullback provides a good sell point, if the trader has not already sold at the break of the trend. Figure 7.3 shows an uptrend, a downtrend and a sideways trend. Figure 7.3 Trend lines rn Retu line end Uptr Dow line ntren Retu rn d line line Sideways trend Return line Support and resistance lines Support lines lower price levels where an increase in demand halts a price fall Resistance lines higher price levels where an increase in supply halts a price rise Chartists consider support and resistance levels to be next in importance to trends, and dotted lines are drawn across the chart at historic support and resistance levels. In addition to these strong support and resistance levels, some chartists include levels based on more recent activity in order to provide socalled weak support and resistance levels. Support lines occur at a price level where there is increasing demand, and sufficient volumes, to halt any further downward price movement. Resistance lines occur at that high price level at which supply, relative to demand, is sufficient to halt a further advance in prices. Figure 7.4 shows the support and resistance lines. 236 vin22943_ch07_222-256.indd 236 01/09/19 09:24 PM Chapter 7 Forecasting share price movements Figure 7.4 Support and resistance lines Resistance level Resistance level Support level Support level A support/resistance pattern that is quite common in equity markets is the rectangle, which consists of sideways price fluctuations contained within horizontal support and resistance levels. This pattern represents a period of conflict between buyers and sellers, with the price being bounced between the two lines. Ultimately, it will be knocked through the top line or the bottom line to form a new pattern. Sometimes a prediction can be made as to the direction of the breakout. The following are said to be fairly reliable indicators: • • • Rectangles tend to be characterised by reducing volumes, except for a few days before the breakout when there are strong increases in volumes of trade in the shares. If the last bottom does not touch the support level, beginning the formation of an ascending triangle, and if prices then rise rapidly, on increasing volumes, it is likely that there will be a topside breakout. Conversely, if the tops fail to reach resistance levels, beginning the formation of a descending triangle, then a downside breakout is likely. Analysts often observe that when a break occurs from a rectangle, the extent of the breakout is likely to equal the height of the price rectangle. Continuation patterns The price patterns mentioned above are called continuation patterns, since they are believed to occur most frequently during a pause in the trend channel. They are essentially sideways trading and do not normally signal a change in an established trend. Two main continuations are: • • triangles pennants and flags. Triangles Symmetrical triangles are composed of a series of price fluctuations, with each top and bottom smaller than its predecessor; that is, each minor top and bottom stops short of its previous levels. Transaction volumes usually continue to diminish throughout this formation. No safe prediction of the direction of a breakout is offered by chartists, though most often the breakout is presumed to continue the previous trend. Ascending triangles usually form in an uptrend and are characterised by ascending bottoms and horizontal tops. Again, volumes decrease during the formation but increase, often sharply, just prior to the usual upside breakout. Conversely, descending triangles usually form in a downward trend and are characterised by descending tops and horizontal bottoms. Again, volumes decrease during the formation but increase just prior to the usual downside breakout. Figure 7.5 illustrates the three types of triangles. Continuation patterns sideways share trading that does not normally signal a change in a trend Symmetrical triangles a series of price fluctuations with each top and bottom smaller than the previous triangle Ascending triangles form an uptrend characterised by increasing bottoms and horizontal tops Descending triangles form a downward trend characterised by decreasing tops and horizontal bottoms 237 vin22943_ch07_222-256.indd 237 01/09/19 09:24 PM Part 2 Equity markets Figure 7.5 Continuation patterns: triangles Symmetrical triangle Ascending triangle Descending triangle Pennants and flags Pole rapid rise in share prices and volumes before a pennant or flag forms Pennants and flags normally form in very fast moving markets. Both formations tend to form rapidly. In a rising market, this usually occurs after a very sharp increase in prices on high volumes. This part of the formation is referred to as the pole supporting the pennant or flag. During the formation of a pennant or flag, trading volumes fall and then increase suddenly to take prices sharply lower, then higher, respectively. The presumption of many chartists is that the breakout of prices will most often be to a height equal to the height of the pole that preceded the pennant or flag formation. These patterns can also develop in falling markets. Chartists consider these patterns to be very reliable. Figure 7.6 illustrates pennants and flags. Figure 7.6 Continuation patterns: pennants and flags Pennants Flags 238 vin22943_ch07_222-256.indd 238 01/09/19 09:24 PM Chapter 7 Forecasting share price movements Reversal patterns Typically, after a major share-market shift, trend lines begin to break up and various reversal patterns form. The so-called head and shoulders pattern is seen by chartists to be one of the most reliable of patterns. The structure of a head and shoulders pattern is depicted in Figure 7.7. Figure 7.7 Reversal patterns: head and shoulders Head Right shoulder Left shoulder Neckline Breakout Pullback Volume A simple head and shoulders pattern consists of three successive rallies and reactions, the second rally reaching a higher point than the rallies on either side. The left shoulder forms on an expanding volume-strong rally towards the end of an uptrend. This is followed by a reaction on quite reduced volumes. The head forms on a strong second rally, which carries the price higher than that for the left shoulder, and is followed by a reaction that sees prices moving back to the vicinity of the previous low. Volumes, though high on the peak, are not as high as those on the left shoulder. The formation of the right shoulder represents the conclusion of the pattern. The third rally is marked by reduced volumes and indicates price weakness. Completion of the pattern occurs when prices break through the so-called neckline, which is formed by a line drawn across the lows of the left and right shoulders. This line may be horizontal but is often slightly sloping, as illustrated in Figure 7.7. Following the breakout of the neckline, prices often move by at least the height of the head. Frequently also there is pullback; this represents the last selling position. Head and shoulder patterns bottoms are similar in form to their tops. There is a variety of other formations identified by chartists, including triple tops and bottoms, double tops and bottoms, V and saucer bottoms and so on, but these are beyond the scope of this study. An aspect of technical analysis worthy of note concerns the Elliott wave theory. Based on the statistical studies of an American analyst, the Elliott wave theory maintains that there are distinctive wave patterns that characterise share-market cycles. The key proposition is that a bull market consists of three major waves upwards, followed by two major down-legs, which result in a reversion of share prices to about 60.00 per cent of the peak. The objective with all charting techniques is to try and obtain early warning signals relating to likely movements in share prices. Often it is difficult for investors with a background in finance and economics to place significant credence in the techniques of technical analysts. However, insofar as they influence the trading behaviour of fund managers and other investors, the techniques should be examined along with fundamental factors when making an assessment of the likely course of share prices. E
