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Paper P4 Contents Page introduction ...............................................................................................v About this Study System ............................................................................v pl e Syllabus.....................................................................................................vi ACCA Study Guide .......................................................................................x Formulae and tables .............................................................................. xvii Examination technique ........................................................................... xxi Sessions Role of Financial Strategy ..................................................... 1-1 2 Security Valuation and the Cost of Capital ............................ 2-1 3 Weighted Average Cost of Capital and Gearing ..................... 3-1 4 Portfolio theory and CAPM ................................................... 4-1 5 Basic investment Appraisal .................................................. 5-1 6 Advanced investment Appraisal ........................................... 6-1 7 Business Valuation ............................................................... 7-1 8 Mergers and Acquisitions...................................................... 8-1 9 Corporate Reconstruction and Re-organisation ..................... 9-1 10 Equity issues .......................................................................10-1 11 Debt issues .........................................................................11-1 12 Dividend Policy ....................................................................12-1 Sa m 1 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. iii Contents Sessions Page Options................................................................................13-1 14 Foreign Exchange Risk Management ....................................14-1 15 interest Rate Risk Management ...........................................15-1 16 the Economic Environment for Multinationals .....................16-1 17 international Operations .....................................................17-1 18 Financial Statement Analysis ..............................................18-1 19 Glossary ..............................................................................19-1 20 index ..................................................................................20-1 Sa m pl e 13 iv © 2014 DeVry/Becker Educational Development Corp. All rights reserved. Introduction ABOut thiS StuDy SyStEM This Study System has been specifically written for the Association of Chartered Certified Accountants professional level examination, Paper P4 Advanced Financial Management It provides comprehensive coverage of the core syllabus areas and is designed to be used both as a reference text and as an integral part of your studies to provide you with the knowledge, skill and confidence to succeed in your ACCA examinations pl e About the author: Mike Ashworth is ATC International's lead tutor in financial management and has more than 15 years' experience in delivering ACCA exam-based training. How to Use This Study System You should start by reading through the syllabus, study guide and approach to examining the syllabus provided in this introduction to familiarise yourself with the content of this paper. The sessions which follow include the following features: These are the learning outcomes relevant to the session, as published in the ACCA Study Guide. Session Guidance Tutor advice and strategies for approaching each session. Visual Overview A diagram of the concepts and the relationships addressed in each session. Definitions Terms are defined as they are introduced and larger groupings of terms will be set forth in a Terminology section. illustrations These are to be read as part of the text. Any solutions to numerical Illustrations are provided. These extracts of external content are presented to reinforce concepts and should be read as part of the text. Sa Exhibits m Focus Examples These should be attempted using the pro forma solution provided (where applicable). Key Points Attention is drawn to fundamental rules, underlying concepts and principles. Exam Advice These tutor comments relate the content to relevance in the examination. Commentaries These provide additional information to reinforce content. Session Summary A summary of the main points of each session. Session quiz These quick questions are designed to test your knowledge of the technical content. A reference to the answer is provided. Study question Bank A link to recommended practice questions contained in the Study Question Bank. At a minimum, you should work through the priority questions after studying each session. For additional practice, you can attempt the remaining questions (where provided). Example Solutions Answers to the Examples are presented at the end of each session. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. v Session 1 Role of Financial Strategy FOCUS This session covers the following content from the ACCA Study Guide. pl e A. Role and Responsibility Towards Stakeholders Sa m 1. The role and responsibility of senior financial executive/advisor a) Develop strategies for the achievement of the company's goals in line with its agreed policy framework. b) Recommend strategies for the management of the financial resources of the company such that they are utilised in an efficient, effective and transparent way. c) Advise the board of directors of the company in setting the financial goals of the business and in its financial policy development. 2. Financial strategy formulation d) Explain the theoretical and practical rationale for the management of risk. e) Assess the organisation's exposure to business and financial risk including operational, reputational, political, economic, regulatory and fiscal risk. f) Develop a framework for risk management comparing and contrasting risk mitigation, hedging and diversification strategies. 3. Conflicting stakeholder interests a) Assess the potential sources of the conflict within a given corporate governance/ stakeholder framework informed by an understanding of the alternative theories of managerial behaviour. b) Recommend, within specified problem domains, appropriate strategies for the resolution of stakeholder conflict and advise on alternative approaches that may be adopted. c) Compare the emerging governance structures and policies with respect to the roles of the financial manager. 4. Ethical issues in financial management a) Assess the ethical dimension within business issues and decisions and advise on best practice in the financial management of the organisation. b) Demonstrate an understanding of the interconnectedness of the ethics of good business practice between all of the functional areas of the organisation. c) Establish an ethical financial policy for the financial management of the company which is grounded in good governance, the highest standards of probity and is fully aligned with the ethical principles of the Association. d) Recommend an ethical framework for the development of a company's financial policies and a system for the assessment of their ethical impact upon the financial management of the organisation. e) Explore the areas within the ethical framework of the company which may be undermined by agency effects and/or stakeholder conflicts. 5. Environmental issues and integrated reporting a) Assess the issues which may impact upon corporate objectives and governance. b) Assess and advise on the impact of investment and financing strategies and decisions on the organisations' stakeholders, from an integrated reporting and governance perspective. G. Emerging Issues in Finance and Financial Management 1. Developments in world financial markets a) Discuss the significance to the organisation of the international regulations on money laundering. (see ACCA Study Guide for expanded learning objectives) P4 Advanced Financial Management Becker Professional Education | ACCA Study System VISUAL OVERVIEW Objective: To introduce the role and operating environment of the senior financial executive. CORPORATE OBJECTIVES CORPORATE GOVERNANCE • Definition • Around the World • SarbanesOxley Act • Cadbury Report • Greenbury Code • Combined Code • Turnbull Report ETHICS • Ethical Contexts • Ethical DecisionMaking • DecisionMaking Models • Stakeholder Conflicts RISK MANAGEMENT • Should Risk Be Managed? • Equity-Debt Investors' Conflicts • Types of Risk • Managing Exposure • Framework m • In Practice • Shareholders' Wealth • Integrated Reporting pl e ROLE OF SENIOR FINANCIAL EXECUTIVE CONFLICTS OF INTEREST Sa • Agency Theory • Stakeholders • Directors and Shareholders • Transaction Cost Theory • Goal Congruence ENVIRONMENTAL ISSUES AND INTEGRATED REPORTING • Sustainability • TBL Reporting • Carbon Trading Economy • Government Environment Agencies • Integrated Reporting Session 1 Guidance Recognise the role of an organisation's chief financial executive (s.1). Understand a company's objectives (s.2) and how these objectives may conflict within a principal-agent relationship (s.3). Recognise the different approaches to corporate governance around the world—and the main legislation (e.g. US Sarbanes-Oxley Act, UK Corporate Governance Code) (s.4). Appreciate the relevance of integrated reporting (s.6) and risk management (s.7) to corporate governance in an ethical environment (s.5). Read the technical article "Risk Management". © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-1 Session 1 • Role of Financial Strategy 1 P4 Advanced Financial Management Role of the Senior Financial Executive The role of the senior financial executive or adviser encompasses the following: < Advising the board of directors in setting the financial goals of pl e the business and in its financial policy development. Specific areas include: Investment selection and capital resource allocation (Sessions 5, 6 and 17); Minimising the firm's cost of capital (Session 3); Distribution and retention policy (Session 12); Communicating financial policy and corporate goals to internal and external stakeholders (see later in this session); Financial planning and control (Sessions 8, 9 and 18); The management of risk (Sessions 13–15). < Developing strategies for the achievement of the firm's goals in line with its agreed policy framework.* < Recommending strategies to manage the financial resources *Clearly, before any strategies can be developed for the firm its objectives must be identified. m of the firm such that they are utilised in an efficient, effective and transparent way. < Establishing an ethical financial policy for the financial management of the firm which is grounded in good governance, the highest standards of probity and is fully aligned with the ethical principles of the ACCA. < Exploring the areas within the ethical framework of the firm which may be undermined by agency effects and/or stakeholder conflicts and establishing strategies to deal with them. < Preparing advice on personal finance to individual as well as groups of investors, covering areas such as investment and financing. Corporate Objectives 2.1 Corporate Objectives in Practice Sa 2 In practice, companies are likely to have a variety of different objectives which may include a number of the following: < < < < < < < 1-2 profit targets; market share targets; share price growth; local and environmental concerns; contented workforce; meeting short-term targets; and long-term plans. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy These objectives can be classified as follows: < Profit goals—objectives which lead directly to increased profits (e.g. cost reduction measures); < Surrogate profit goals—objectives which lead indirectly to pl e increased profits (e.g. maintaining a contented workforce); < Constraints on profit—objectives which actually restrict profit (e.g. ensuring that the company's operations do no harm to the environment); < Dysfunctional goals—objectives which do not provide a benefit even in the long run (e.g. the pursuit of market leadership at all costs). A company may aim at either maximising or satisficing these objectives: < Maximising involves seeking the best possible outcome; < Satisficing involves finding an adequate outcome. 2.2 Maximisation of Shareholders' Wealth In theoretical terms a single corporate objective is assumed and this is "the maximisation of shareholder wealth". Shareholder wealth is the combination of dividend and share price growth—together referred to as Total Shareholder Returns ("TSR"). The objective of maximising shareholder wealth can be justified in the following ways: Sa m The company which provides the highest returns for its investors will find it easiest to raise new finance and grow in the future. If a company does not provide competitive returns it will inevitably decline. The directors of a company have a legal duty to run the company on behalf of the shareholders. It is generally considered a reasonable assumption that the shareholders of listed companies (mainly institutional investors) seek to maximise wealth. Criticisms of the above include the following: Maximising TSR ignores the interests of other stakeholders such as employees, customers and arguably, society as a whole. In the case of unlisted companies even the shareholders may not require maximised returns (e.g. some closely held companies are run as "life-style firms" whose main objective is to create prestige for the owners). © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-3 Session 1 • Role of Financial Strategy 2.3 P4 Advanced Financial Management Integrated Reporting < The International Integrated Reporting Council (IIRC) is a Integrated report—a concise communication about how an organisation's strategy, governance, performance and prospects, in the context of its external environment, lead to the creation of value over the short, medium and long term. Capitals—the resources and relationships used and affected by an organisation. Sa m < *The IIRC launched a new <IR> Framework in December 2013. pl e < global coalition of regulators, investors, companies, standard setters, the accounting profession and non-government organisations. It has a vision of a business environment in which integrated thinking is ingrained in mainstream business practice, in both public and private sectors. This would be facilitated by integrated reporting.* The goals of integrated reporting are: to improve the quality of information available to providers of financial capital; to promote a more cohesive and efficient approach to corporate reporting; to enhance accountability and stewardship for all forms of capital; to promote the understanding of the interdependencies among the various capitals; and to support integrated thinking in decision-making and actions which create value. Capitals include—Definition Financial—The pool of funds that is: — available for use in the production of goods or provision of services; or — obtained through financing. Manufactured—Manufactured physical objects that are distinct from natural physical objects (e.g. buildings, equipment and infrastructure). Intellectual—Organisational, knowledge-based intangibles. Human—People's competencies, capabilities and experience and their motivations to innovate. Social and Relationship—The institutions and the relationship within and between communities, groups of stakeholders and other networks, and the ability to share information to enhance individual and collective well-being. Natural—All renewable and non-renewable environmental resources and processes that provide goods or services that support the past, current or future prosperity of an organisation. The purpose of the <IR> Framework is to provide principles and content elements that help: to shape the information provided; and to explain why the inclusion of the information provided is important. The <IR> Framework challenges an organisation to recognise the needs of multiple stakeholders when making financial and investment decisions. In particular, an integrated report should enhance the transparency of an organisation. < < 1-4 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management 3 Session 1 • Role of Financial Strategy Conflicts of Interest 3.1 Agency Theory Agency theory examines the duties and conflicts that occur between the parties in a company that have an agency relationship. Loan creditors Directors Employees Shareholders Generate maximum return for shareholders Work to maximum efficiency Minimum risk from uses of borrowed funds AGENT AGENT'S RESPONSIBILITY Directors pl e Shareholders PRINCIPAL Sa m A company can be viewed as a set of contracts between each of these various interest groups. The company will not succeed unless all of the groups are working towards the same objectives. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-5 Session 1 • Role of Financial Strategy 3.2 P4 Advanced Financial Management Stakeholders Companies are made up of a variety of different interest groups or "stakeholders", all of whom are likely to have different interests in and objectives for the company: • Maximum Wealth DIRECTORS • Remuneration • Power • Esteem EMPLOYEES • Pay and Conditions • Job Security pl e EQUITY SHAREHOLDERS Company LOAN CREDITORS • Short-Term Cash Flow COMMUNITY • Environmental Issues m • Security • Cash Flow • Long-Term prospects TRADE CREDITORS While shareholders are clearly the key stakeholder, modern corporate governance suggests that directors should take into account the objectives of a wider range of interested parties. Directors are therefore expected to show responsibility: Sa < to creditors (e.g. reasonable payment terms); < to employees (e.g. health and safety); and ultimately < to society as a whole (e.g. minimising pollution, investing in social projects).* Therefore the overall corporate objective may become "satisficing" (i.e. producing satisfactory rather than maximum returns for shareholders). With the rise of the "ethical investor" on world stock markets, it appears that many shareholders are in fact willing to accept slightly lower returns in exchange for their companies following a wide range of both financial and nonfinancial objectives. 1-6 *This is encompassed by corporate social responsibility (CSR). © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy 3.3 Directors and Shareholders In larger companies the shareholders entrust the management of the company to the directors—referred to as the separation of ownership and control. The directors are managing the company on behalf of the shareholders and should therefore always act in the best interests of the shareholders, while taking into account the objectives of other stakeholder groups. This may not always be the case, as the directors may have other personal objectives such as: pl e < increasing personal remuneration levels; < maximising bonus payments; < empire building; < job security. In addition to the personal aspects shown above, a small number of directors have been guilty of not fulfilling their fiduciary duties by: < creative accounting; by choosing creative accounting policies m the directors can flatter the accounts­—known as "window dressing". < off balance sheet finance (e.g. via the use of "special purpose vehicles"). < takeovers; in defending the company from takeovers some directors have been accused of trying to protect their own jobs rather than acting in the interests of their shareholders. < disregard for environmental issues; directors may allow processes which emit pollution or test products on animals. If directors follow personal objectives which conflict with those of their shareholders this leads to "agency costs" (i.e. lost potential returns for shareholders). This can be referred to as "the agency problem". Sa Good corporate governance procedures should be implemented to minimise the effect of agency costs. Unfortunately, the implementation of corporate governance brings its own costs (particularly in the case of the Sarbanes-Oxley Act) and hence a cost-benefit approach should be followed to determine an appropriate level of control over directors. It can be argued that: Actual return to shareholders = maximum potential return – agency costs – costs of CSR To some degree shareholders themselves should be more active in monitoring the behaviour of directors. Most shares in listed companies are held by institutional investors (e.g. pension funds). Fund managers have often been guilty of operating in a very passive way, for example not even using the proxy voting rights given to them by the fund's investors. Until there is a rise in shareholder activism it remains likely that some directors will continue to work in their own best interest. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-7 Session 1 • Role of Financial Strategy P4 Advanced Financial Management 3.4 Transaction Cost Theory < Initially considered by Ronald Coase (1937), transaction Sa m pl e costs were first defined in purely economic terms as the costs incurred in making an "economic exchange with an external third party". These include: search and information costs (e.g. determining who has the goods and services available, terms and conditions and prices charged by different suppliers); bargaining costs (e.g. negotiating prices, terms and conditions, reaching an acceptable agreement, drawing up contracts); and policing and enforcement costs (e.g. ensuring that there is no breach of contract and seeking redress if there is). < Coase argued that these market-based transactions (and costs) can be eliminated in a firm. Firms should therefore tend towards vertical integration (i.e. acquire suppliers and distributors) as this would remove such costs and the risks and uncertainties of dealing with external sources. Ultimately, the market would be replaced by one firm. < The underlying assumption made by Coase was that managers make rational decisions for the primary aim of profit maximisation. Further work by Cyert and March (1963), Williamson (1966) and others considered that a firm consists of people with differing views and objectives. They also extended the concept of transactions from merely buying and selling to include intangible elements (e.g. promises made and favours owed). < They also considered managers to behave rationally, but only up to a certain point, as like all human beings they are also opportunistic. As agents they take advantage of opportunities to further their own self-interest and privileges. < Although managers would organise transactions for the firm's benefit, there would come a point (e.g. when it is worth the risk and they do not expect to be caught) when certain transactions and opportunities would be organised to the manager's benefit. < Consequently, principals (shareholders) need to ensure that transactions maximise the benefit to the company while minimising the potential for opportunism by agents. 1-8 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management 3.5 Session 1 • Role of Financial Strategy Goal Congruence Goal congruence is when each of the parties in an organisation is seeking to achieve personal objectives which are also in the best interests of the company as a whole. For example, managers should be encouraged to aim for longterm growth and prosperity rather than short-term reported profitability. Methods of encouraging goal congruence between directors and shareholders: < Executive Share Option Plans (ESOPs)—although the < 4 pl e < < Corporate Governance m < evidence is mixed regarding the success of such schemes in motivating directors to improve performance (e.g. a company's share price may rise due to a general rise in the stock market rather than the quality of its management). Long-Term Incentive Plans (LTIPs)—paying a bonus to directors if over several years the company's performance is good when benchmarked against that of competitors. Transparency in corporate reporting. Improved corporate governance (e.g. through the appointment of truly independent non-executive directors). Increased shareholder activism (e.g. using voting rights). 4.1 Corporate governance—the system by which companies are directed and controlled. Sa The objective of corporate governance may be considered as the reduction of agency costs to a level acceptable to shareholders. 4.2 Corporate Governance Around the World 4.2.1 UK* < < < < Cadbury Report (see s.4.4) Greenbury Code (see s.4.5) Combined Code (see s.4.6) Turnbull Report (see s.4.7) 4.2.2 US < SEC imposes quarterly reporting requirements. < Audit committees required for all listed companies. < Sarbanes-Oxley Act introduced in 2002 as a response to *Since 2010 the provisions of these have been incorporated in the UK Corporate Governance Code ("the Code"). a series of high-profile corporate scandals (e.g. Enron, WorldCom, Global Crossing and Tyco International). © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-9 Session 1 • Role of Financial Strategy P4 Advanced Financial Management 4.2.3Germany < Two-tier board system—separate management and supervisory board. < Banks providing credit often have long-term equity holding. 4.2.4Japan < Traditionally, companies doing business together would hold shares in each other although this system is now reducing. < Three-tier board system—policy, functional and monocratic. 4.3 Sarbanes-Oxley Act pl e Introduced in 2002, the Sarbanes-Oxley Act ("SOX") represents the most significant review of US corporate governance since the Securities Exchange Act of 1934. SOX imposes new responsibilities on chief executive officers (CEOs) and chief financial officers (CFOs) and exposes them to much greater potential liability. It applies to all companies listed on a US stock market—including their foreign subsidiaries. Compliance is mandatory. One of the main provisions is that the CEO and CFO should sign off personally on company accounts. Fraudulent certification (i.e. signing accounts known to be inaccurate) leads to criminal penalties—fines of up to $5 million and up to 20 years in prison. m However, some CEOs and CFOs have tried to avoid their responsibilities under SOX by asking divisional heads to certify their division's accounts before they are sent to the head office. Furthermore, the level of detail required in reporting compliance with SOX is very high. Such high compliance costs have discouraged many companies from listing their shares in New York—often choosing London, where corporate governance codes are based more upon principles than detail. 4.4 Cadbury Report Sa The Cadbury Committee was set up in 1991 to review aspects of corporate governance—specifically related to financial reporting and accountability. The Cadbury Report was published in 1992 and the boards of all UK listed companies had to comply with the Code of Best Practice contained in the report. Main provisions of the Code include: < Board of directors: meet regularly; executive management; division of responsibility at head of company; include non-executive directors ("NEDs"). < Non-executive directors: bring independent judgement to matters of strategy, performance, resources; should sit on remuneration committee. monitor 1-10 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy < Executive directors: service contracts not exceeding three years; subject to recommendations of remuneration committee; total emoluments disclosed fully and clearly. < Audit committee: made up of at least three NEDs; liaise with external auditors; recommend appointment and fees of external auditor; review company statement on internal controls. < Directors statements: must report on effectiveness of company's system of internal control; should report that company is a going concern. 4.5 Greenbury Code pl e pay The Greenbury Committee (formally known as The Study Group on Directors' Remuneration) issued its report in 1995 covering best practice recommendations in the realm of executive and director compensation. Its principles have drawn far more criticism than those drafted by Cadbury, but institutional investors in Britain accept the main points as valuable. The Greenbury Code includes the following key recommendations: Sa m The compensation committee should be composed exclusively of independent outsiders. Companies should annually outline their compliance with the Greenbury Code, including explanations if they do not comply. The annual compensation committee report should disclose pay details for all executive directors, including pension provisions, incentive pay, option plans, performance measurements, severance agreements and comparisons with similar companies. Executive pay should not be "excessive". Employment contracts should extend for no longer than one year so as to rule out multiyear golden handshake payouts in the event an executive is dismissed or the company is taken over. New long-term incentive plans should replace, not supplement, existing stock option plans. Performance-related pay should "align the interest of directors and shareholders", while performance criteria should be "relevant, stretching and designed to enhance the business. Upper limits should always be considered". Executive stock option awards should be phased rather than given all at once, and options should never be awarded at a discount. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-11 Session 1 • Role of Financial Strategy P4 Advanced Financial Management 4.6 Combined Code The Combined Code of the Committee on Corporate Governance was first issued in June 1998 and revised in July 2003. In many ways it is derived from the Cadbury and Greenbury Codes. The Combined Code is included in the Listing Rules of the London Stock Exchange. Although compliance is not obligatory, any listed company which does not comply with the Combined Code must explain its reasons for non-compliance. It sets out the following UK Principles of Good Governance: m pl e Every listed company should be headed by an effective board which should lead and control the company. Chairman and CEO—there should be a clear division of responsibilities at the head of the company between running the board and running the business; no single individual should dominate. The board should have a balance of executive and independent non-executive directors. All directors should be required to submit themselves for re-election at least every three years. Remuneration committees should be 100% independent non-executive directors. Remuneration committees should provide the packages needed to attract, retain and motivate executive directors and avoid paying more. Executive service contracts should be for one year or less. No director should be involved in setting his own remuneration. 4.7 Turnbull Report Issued in 1999 to give implementation guidance on aspects of the Combined Code dealing with internal control, internal audit and risk management. Sa It states that "the board should maintain a sound system of internal control to safeguard shareholders' investment and the company's assets". The key objective of the Turnbull report was to reflect best business practice by adopting a risk-based approach to designing, operating and maintaining a sound system of internal control. The guidance it offers is based on a framework of principles rather than checklists. It also encourages making meaningful disclosure. Instead of specifying particular controls for all companies, the report requires the board of directors of listed companies to identify those risks that are significant to the fulfilment of their particular corporate business objectives and to implement a sound internal control system to manage these effectively. This requires the board to have a clear understanding of the company's longterm strategic aims. 1-12 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy Illustration 1 Corporate Governance Briefly explain what is meant by corporate governance and discuss the major differences that exist between corporate governance practice in the UK, US and Japan. Solution pl e Corporate governance is the system by which companies are controlled. In the UK this is the responsibility of the directors. The function of the director is the high-level management of the company, strategy, etc and reporting the performance of the company to the owners. The auditors provide a check on the accuracy of financial statements and help to satisfy the owners that a system of corporate governance exists. The actions of the directors of course affect all interest groups not just the business owners. Their general behaviour is governed by the articles of association but there exists also a body of civil and criminal law which can restrict their actions. This body of law is much larger in the US than in the UK; UK directors are more subject to voluntary codes of conduct; and the Cadbury Report in the UK has suggested that this may be the most effective way of introducing controls. In addition to conventional laws and codes of conduct, the behaviour of directors is also "controlled" by the stock exchanges; again the rules of the New York exchange (SEC) are much more comprehensive than in London. m As one would expect, the culture of Japan is reflected in its approach to corporate governance. No detailed framework or system of laws exists. Everybody is expected to work together for the good of the company and not for the shareholders alone. The system is therefore, in principle, more flexible and responsive. Boards are often split into different levels, each with its own remit, for example: (i) Policy boards responsible for strategy. (ii) Functional boards where senior management discusses the main functional responsibilities. (iii) Monocratic boards, which tend to be symbolic and have few actual functions. Sa In Japan, a close relationship exists between the banks and their clients; banks usually have board representation and take an active role in decision-making. The US is more of a middle ground where creditors or other corporations may be represented. The UK companies tend to be the most insular. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-13 Session 1 • Role of Financial Strategy P4 Advanced Financial Management 5 Ethics 5.1 Ethical Contexts for the Financial Executive or Adviser 5.1.1 Main Components Act with integrity. Be a credit to the profession. Use independent professional judgement. Be competent. 5.1.2 Fundamental Responsibilities pl e < < < < < Know and comply with laws, regulations, ethical codes and professional standards. < Do not knowingly participate or assist others in any violation of applicable regulations or ethical codes. 5.1.3 Relationship With the Profession < Use ACCA designation with dignity. < Do not engage in any act which adversely reflects on one's honesty, trustworthiness or professional competence. < Do not plagiarise. Relationship With the Employer m 5.1.4 Members must inform employers of their obligation to comply with the ACCA Code of Ethics and Standards of Professional Conduct. They must: < Not undertake any independent practice in competition with Sa their employer without their employer's consent and the consent of the client. < Disclose to their employer all matters that could be reasonably expected to impair their ability to render an unbiased and objective opinion. < Disclose to their employer all monetary and other benefits received for services other than the usual compensation paid by their primary employer. 5.1.5 Interaction With Clients Members must:* < place their client's interest before their own; < have a reasonable and adequate basis for stating opinions; < use reasonable judgement to include relevant facts, distinguish between fact and opinion and use independence and objectivity in making opinions. 1-14 *This is particularly relevant to financial advisers. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management 5.1.6 Session 1 • Role of Financial Strategy Compliance With Anti–Money-Laundering Legislation In many countries professionals, such as accountants, are required by law to report any suspicion of money laundering. For reference, the basic provisions of UK law are given below. The Proceeds of Crime Act 2002 contains the UK anti-moneylaundering legislation, including provisions requiring businesses in the "regulated sector" (banking, investment, money transmission and professions such as accountancy) to report to the authorities suspicions of money laundering by customers or others. pl e Money laundering is defined in the UK as any handling of the proceeds of any crime, including any process by which proceeds of crime are concealed or disguised so that they may be made to appear to be of legitimate origin. Unlike certain other jurisdictions (notably the US and much of Europe), UK money-laundering offences are not limited to the proceeds of serious crimes, nor are there any monetary limits. A money-laundering offence under UK legislation need not involve money, since the legislation covers assets of any description. Therefore any person who commits an acquisitive crime (i.e. one from which he obtains some benefit in the form of money or an asset of any description) in the UK will inevitably also commit a money-laundering offence under UK legislation. This applies also to a person who, by criminal conduct, evades a liability (e.g. a taxation liability) as he is deemed thereby to obtain a sum of money equal in value to the liability evaded. 5.1.7 m The consequence of the act is that accountants who suspect that their clients (or others) have engaged in tax evasion or other criminal conduct are required to report their suspicions to the authorities. International Aspects Specific ethical issues may arise for businesses operating overseas. The following questions may have to be faced: < Should "facilitation payments" be made to local officials Sa to overcome problems with "red tape" (e.g. for customs clearance)? Is it acceptable to use transfer pricing internationally to minimise tax liabilities? Should assets be transferred into offshore companies to shield them from capital gains tax on disposal? If laws overseas are more relaxed than at home (e.g. regarding the employment of child labour) should the company follow the more relaxed local laws or apply the business practices of its home country? Sensitivity to local business practices (e.g. in the Islamic world Shariah law prohibits the payment/receipt of interest and investing in "immoral" activities, such as alcohol and gambling. Raising debt finance may still be possible through the issue of sukuk Islamic bonds which claim Shariah compliance through paying returns based on a profit share of the underlying project, as opposed to a market-based interest rate.) < < < < © 2014 DeVry/Becker Educational Development Corp. All rights reserved. There may be no right or wrong answer to such questions but the examiner expects an opinion to be expressed in the exam. 1-15 Session 1 • Role of Financial Strategy 5.2 P4 Advanced Financial Management Ethical Decision-Making There are many models and approaches for the classification and description of moral and ethical decision-making. For example: < Rest's four-component model; < Albrecht's Ethical Development Model (EDM); and < IAESB Ethics Education Framework. 5.2.1 Rest's Model < This four-component model is as follows: It must be recognised that there is a moral issue involved. The decision-maker must be able to appreciate that the selection of a particular course of action will affect the welfare of other interested parties. Step 2 The decision-maker must be able to select an appropriate action. Step 3 The decision-maker must attach priority to moral values, rather than, for example, acting out of self-interest. Step 4 The decision-maker must have sufficient moral strength to implement the resolution identified in the previous steps. pl e Step 1 m Based on Rest, 1986 Illustration 2 Charitable Contributions The decision of a company not to make a donation to a charity could be based on prejudice or self-interest. This is not then a moral decision. Sa Alternatively, it could be based on an ethical position that supporting the charity may help the plight of those who are disadvantaged and/ or prevent others suffering similarly. Whether a donation is made does not give insight into the motive. A donor may give without much thought through embarrassment or a belief that it is wrong to rebut a call for help. The decision could be motivated by a considered ethical stance or by self-interest or some other non-ethical position. 5.2.2 Albrecht's Ethical Development Model (EDM) < The Ethical Development Model (EDM) is another progressive model which sets out the life development of an ethical perspective. Developed by Albrecht et al. it has four levels: (1) Personal ethical understanding A foundation level. Appreciates the difference between right and wrong and understands the basic principles of integrity and empathy. (2) Application of ethics to business situations This is the first of two levels in which professional education has a role to play in translating and applying ethics to the business context. 1-16 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy (3)Ethical courage This requires individuals to develop ethical strength and moral conviction to act appropriately in "questionable" situations. (4)Ethical leadership Building on (3) this calls for "ethical leadership" and the capacity to inspire others to develop their own ethical awareness. 5.2.3 IAESB Ethics Education Framework < The International Accounting Education Standards Board v Re iew i Rev • Developing Ethical Sensitivity Maintaining an Ongoing Commitment to Ethical Behavior Sa se • 2 3 m Enhancing Ethics Knowledge e vis Re 1 4 pl e (IAESB) is an independent standard-setting board of the IFAC. < The Ethics Education Framework as developed by the IAESB is a four-stage learning continuum to be applied by all professional accountants throughout their careers. Ethical knowledge—obtaining an understanding of the fundamental theories and principles of ethics, virtues and individual moral development. Ethical sensitivity—applying the knowledge to the work environment, to enable ethical threats to be recognised. Improving Ethical Judgement ew Revi • • Ethical judgement—applying knowledge and sensitivity to form reasoned and wellinformed decisions. Ethical behaviour—continuous believing in, applying and acting on ethical principles. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-17 Session 1 • Role of Financial Strategy P4 Advanced Financial Management Ethical sensitivity and ethical judgement require professional accountants to develop: ability to recognise an ethical threat or issue; an awareness of alternative courses of action leading to an ethical solution; and an understanding of the effects of each alternative course of action on stakeholders. Doing so improves professional judgement by sharpening ethical decision-making skills through the application of ethical theories, social responsibilities, codes of professional conduct and ethical decision-making models (EDMM). the 5.3.1 Issues Addressed pl e 5.3 Ethical Decision-Making Models (EDMM) < The two basic issues in ethics are determining: the right motive; and right action. < EDMMs have been developed from conceptual approaches, to provide a method of practically applying a framework to resolve ethical dilemmas. the < The role of EDMMs is to provide a more systematic analysis enabling comprehensible judgement, clearer reasons and a justifiable and more defensible action than would have otherwise been the case. m 5.3.2 American Accounting Association (AAA) < The AAA model frames the ethical decision as a series of answers to questions and requires the user to explicitly outline their norms, principles and values. The model is appropriate for use when considering professional or individual ethical conflicts. < The questions to be answered are: (1) What are the facts of the case? Sa (2) What are the ethical issues in the case? (3)What are the norms, principles and values related to the case? (4) What are the alternative courses of action? (5)What is the best course of action that is consistent with the norms, principles and values identified in (3) above? (6)What are the consequences of each possible course of action? (7) What is the decision? 1-18 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Example 1 Session 1 • Role of Financial Strategy AAA Model You are the chief executive of a company which depends heavily on government contracts. You have been approached by the fundraiser for a political party candidate. He asks you for a large contribution, strongly implying that if this candidate wins the election it will increase your ability to win government contracts. You do not prefer the candidate, either personally or from a business perspective. Required: Use the AAA model to determine whether the contribution should be made. 1. What are the facts of the case? pl e 2. What are the ethical issues in the case? 3. What are the norms, principles and values related to the case? 4. What are the alternative courses of action? 5. What is the best course of action that is consistent with the norms, principles and values identified in No. 3. above? 6. What are the consequences of each possible course of action? 7. What is the decision? Sa m Solution © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-19 Session 1 • Role of Financial Strategy 5.3.3 P4 Advanced Financial Management Tucker's 5-Question Model < Five questions about a business decision must be answered in the affirmative to confirm that it is ethical. Is the decision: (1) Profitable (But compared to what?) (2) Legal (What framework was used?) (3) Fair (From whose perspective? Consider stakeholders.) (4) Right (Based on what ethical position?) (5) Sustainable (Or environmentally sound?) < Tucker's model actually creates more questions than it asks. Example 2 Tucker's Model pl e It encourages debate over conflicting ethical approaches, the stakeholders involved and sustainability and is therefore more appropriate to use when considering organisational problems rather than professional or individual situations. Your company owns a number of large properties in various major cities. The real estate assessor in one city offers, for a fee, to underestimate the value of your building and so you will save substantial annual taxes assessed on property value. This is common practice in the region. Required: Use Tucker's model to determine whether you ought to pay the fee. Sa m Solution 1-20 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy 5.3.4ACCA Ethical Conflict Resolution Under the ACCA's Code of Ethics and Conduct, professional accountants should consider: relevant facts; the ethical issues involved; related fundamental principles; established procedures of the firm; the action that can be followed and the probable outcome; alternative courses of action and their consequences; and internal and external sources of consultation available (e.g. ethics partner, audit committee). If a significant conflict cannot be resolved, consulting legal advisers and/or ACCA should be considered. Such consultation can be taken without breaching confidentiality. If, after exhausting all possibilities, the ethical conflict remains unresolved, members should, where possible, refuse to remain associated with the matter creating the conflict. pl e the 5.3.5 Institute of Business Ethics (IBE) The IBE, a UK charity registered in 1986, promotes three m simple ethical tests for a business decision: Transparency:Do I mind others knowing what I have decided? Effect: Who does my decision affect or hurt? Fairness: Would my decision be considered fair? 5.4 Agency Issues and Stakeholder Conflicts The ability of an organisation's management to implement its ethical framework can potentially be undermined by agency issues and conflicts between stakeholder groups. Management needs to identify and resolve conflicts quickly so as to avoid a potentially damaging public debate about the organisation's ethics. Sa 5.4.1 Agency Issues Agency issues are particularly likely in the case of a quoted company where there is significant divorce of ownership and control. The directors (as agents) are in a quite different ethical position compared with their shareholders (the principal) as: the directors' ethical performance is scrutinised by the public and potentially by investigative journalists. Any alleged wrongdoing can lead to serious damage to a director's personal reputation; the shareholders, being separate from the running of the business, cannot be easily held responsible for any ethical lapses in the company. Furthermore, most shares in quoted companies are held by institutional investors who will have their portfolios diversified across many companies. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-21 Session 1 • Role of Financial Strategy P4 Advanced Financial Management Therefore, company directors (and indeed the entire workforce) may tend to take a very cautious approach towards ethics, even verging on paranoia, as their own reputation is very closely linked to that of their firm. Institutional investors, on the other hand, may take a more relaxed view of ethics as they are shielded from personal scrutiny and, in any case, would only hold a small percentage of their fund's wealth in the shares of one particular company. If the directors come under pressure from shareholders to relax the firm's ethical guidelines then appropriate responses could include: < quoting relevant legislation (e.g. if the firm is US-based, the 5.4.1 Stakeholder Conflicts pl e < Foreign Corrupt Practices Act prohibits the payment of bribes anywhere in the world);* encouraging "ethical investment funds" to take shareholdings in the firm, whose ethical stance is more likely to be aligned with that of the directors. *Large fines can be imposed for contravening. Although shareholders are a firm's key stakeholder, there are also potential conflicts with other groups: < Consumers may boycott the firm's products if it is discovered m < that the products were made in exploitative working conditions. A strategy to mitigate this risk could be to arrange manufacturing through a subcontractor.* Governments may "attack" firms that use aggressive tax avoidance schemes. For example, the UK government has strongly criticised Google, Amazon and Starbucks for complex schemes, such as the "double Irish with a Dutch sandwich", that avoid taxable profits being recorded in the UK. A possible defence is to highlight the amount of sales tax and payroll tax that the firm collects on behalf of the government.* *However, this is no guarantee of isolating the firm from reputational risk. *Or, as in the case of Starbucks, making a voluntary payment of profit tax. Environmental Issues and Integrated Reporting 6.1 Sustainability Sa 6 Sustainability—"… not a fixed state of harmony, but rather a process of change in which the exploitation of resources, the direction of investments, the orientation of technological development and institutional change are made consistent with future as well as present needs." Sustainable development—"a business approach that creates longterm shareholder value by embracing opportunities and managing risks from economic, environmental and social developments." Sustainable development—"development that meets the needs of the present without compromising the ability of future generations to meet their own needs." 1-22 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy Examples of sustainable development: < Using or adapting existing facilities, rather than building "from < scratch". Environmentally friendly building and design. Minimisation of adverse effects on nearby residents. Protection of native vegetation (e.g. forests, wetlands, fauna). Minimisation of waste with recycling encouraged. Minimisation of energy use (e.g. solar power). Minimisation of pollution (or cleaning up if it exists). Construction on "brownfield sites" (i.e. those previously used as industrial/commercial sites)—leaving "greenfield" (i.e. undeveloped) land untouched. Integrated reporting emphasises the importance of financial ability and sustainability for an organisation's success. 6.2 pl e < < < < < < < Triple Bottom Line Reporting ("TBL" or "3BL") < The phrase was coined by John Elkington, co-founder of the business consultancy SustainAbility. It is an expanded baseline for measuring performance. < Triple bottom line accounting attempts to measure and Advantages m < report corporate performance against economic, social and environmental benchmarks in order to show improvement or to make more in-depth evaluation.* It can be viewed as: a reporting device (e.g. information presented in annual reports); and/or an approach to improving decision-making and the activities of organisations (e.g. by providing tools and frameworks for considering the economic, environmental and social implications of decisions, products, operations, future plans). Sa Makes transparent the organisation's decisions that explicitly consider effects on the environment and people, as well as on financial capital. More informed decision-making as decision-makers can quantify tradeoffs between different aspects of sustainability. Improved relationships with key stakeholders and improved riskmanagement through consultation. Specific commercial advantages (e.g. competitive advantage with customers suppliers and providers of finance). Enhancement of reputation and brand. May result in attracting and retaining employees with sustainable values. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. *There is also a move to add governance to the bottom line, making "Quadruple Bottom Line reporting". Disadvantages There are currently few standards for measuring these effects. Usefulness and comparability, as there is a significant range of disclosure (content and quality). The difference between the economic bottom line and the financial bottom line is often blurred. Increase in annual reporting costs with disproportionate costs for smaller entities. Potential exposure to risk and liability relating to the reliability of the report's content (unless audit is mandatory). Potential bias in voluntary presentation (e.g. including only favourable information). 1-23 P4 Advanced Financial Management pl e Session 1 • Role of Financial Strategy < Such indicators can distil complex information into a form Sa m < which is accessible to stakeholders. (Organisations report on indicators that reflect their objectives and are relevant to stakeholders.) One difficulty in identifying and using indicators is consistency in an organisation, over time and between organisations at any point in time (important for benchmarking). 1-24 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Example 3 Session 1 • Role of Financial Strategy TBL Reporting The board of directors of Triple Tipple plc are discussing whether to adopt a triple bottom line (TBL) reporting system, increasingly used by the firm's competitors. The board would like to demonstrate the firm's commitment to sustainable development but is concerned that the costs of TBL reporting would exceed the benefits, particularly as TBL reporting is not mandatory for external reporting purposes. Required: (a) Explain what TBL reporting involves and how it would help demonstrate Triple Tipple's sustainable development. Include examples of measures that can be used in a TBL report. (8 marks) pl e (b) Discuss how producing a TBL report may help management improve the financial performance of the firm, providing examples where appropriate. (10 marks) Solution Sa (b) m (a) © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-25 Session 1 • Role of Financial Strategy P4 Advanced Financial Management 6.3The Carbon Trading Economy < The carbon trading economy has emerged in which pl e governments allocate each polluting firm a quota of the number of tonnes of greenhouse gasses that it can emit. If a firm then switches to "greener" production techniques it may find it has a surplus of carbon credits which can then be sold to a firm that is exceeding its quota (i.e. carbon trading). < Economist Craig Mellow wrote in May 2008: "The combination of global warming and growing environmental consciousness is creating a potentially huge market in the trading of pollutionemission credits." < 23 multinational corporations came together in the G8 Climate Change Roundtable at the 2005 World Economic Forum. The group included Ford, Toyota, British Airways, BP and Unilever. The group published a statement stating that there was a need to act on climate change and stressing the importance of market-based solutions. < The Kyoto Protocol created mandatory trading of carbon dioxide emissions and London has established itself as the centre of a market valued at $60 billion in 2007. 6.4Government Environment Agencies < The UK Environment Agency's stated purpose is "to protect or Sa m enhance the environment, taken as a whole" so as to promote "the objective of achieving sustainable development". < The Agency is the main regulator of discharges to air, water and land—under the provisions of a series of acts of Parliament. It does this through the issue of formal consents to discharge or, in the case of large, complex or potentially damaging industries, by means of a permit. < Failure to comply with such a consent or permit or making a discharge without consent can lead to criminal prosecution. If prosecuted in the Crown Court, there is no limit on the amount of the fine and sentences of up to five years' imprisonment may be imposed on those responsible for the pollution or on directors of companies causing pollution. 6.5 Integrated Reporting and the Environment < The "environment" to be addressed in integrated reporting includes factors affecting the external environment: the legal, commercial, social, environmental and political contexts that affect the organisation directly or indirectly. < The environmental factors to be included in the integrated report are: = those that influence the particular organisation, the industry or region of the organisation; and = those affecting the global economy. < Integrated reporting: presents the link between a company's financial management and its social and environmental capital, and demonstrates to investors and other stakeholders that business interests can only be enhanced by embracing a sustainable future. 1-26 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management 6.5.1 Session 1 • Role of Financial Strategy Guiding Principles The guiding principles provide the foundation for how an organisation should consider information to be included in the report and how information should be presented. These include: < Strategic focus and future orientation—insight into the < organisation's strategy and how it relates to the organisation's ability to create value over time; Materiality—information about items that significantly affect the organisation's ability to create value over time should be disclosed. 6.5.2 Content Elements pl e The content elements are fundamentally linked to each other and not mutually exclusive. These include: < Organisational overview and external environment: < What does the organisation do and under what circumstances does it operate? Governance: How does the governance or leadership structure support the organisation's ability to create value over time? < Business model: What is the organisation's business model? < Risks and opportunities: What are the specific risks and < Exhibit 1 m < opportunities that affect the organisation's ability to create value over time and how are these dealt with? Strategy and resource allocation: Where does the organisation want to go, and how does it intend to get there? Outlook: What challenges and uncertainties are likely to be encountered in pursuing the organisation's strategy and what are the implications for the business model and future performance? CHIEF EXECUTIVE OFFICER'S REVIEW Sa Extracts from the Chief Executive Officer's Review in Village Main Reef Integrated Annual Report 2013. The review discusses challenge, change, curbing costs and strategic progress. Question: In last year's report you were at pains to indicate what Village was not. Can you tell us a bit more about what Village is, and how its strategy is evolving? Answer: We remain about value rather than size; we aim to make smart investments, unlock value and return it to shareholders; and to develop a diversified portfolio of assets. But, our strategy has evolved in that we are no longer a buyer of marginal or, if you will, "throw-away" gold mining assets. We continue to convert Village from an operator of diversified small mines into a resources investment company. Particularly given the state of the markets, we will rather be targeting smaller companies that can generate their development financing needs internally. Question: What are your views on the share price performance? Answer: The share price fell by 70%—from 150c to 45c—over the year. The share price performance has been disappointing, particularly as we had made special strategic distributions to shareholders by means of a share buy-back and a 30c special dividend. Our stated policy has been to create new value from assets that may not be attractive to others and to distribute that value to shareholders. That said, the travails of the platinum and gold sectors as a whole affected us too. Some platinum juniors fell by as much as 80% to 90%, while even some of the gold majors shed 50%. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-27 Session 1 • Role of Financial Strategy 7 P4 Advanced Financial Management Risk Management Risk—"the variability of returns" (e.g. due to exchange rate changes). 7.1 Should Risk Be Managed? pl e At first glance, it may appear logical for a firm's management to attempt to reduce the firm's risk exposures. However, implementing a default policy of hedging all risks may not be effective for the following reasons: < Hedging may give short-run but not long-run protection. For m example, the exchange rate in derivatives contracts (e.g. forwards, futures and swaps) will follow the same long-term trend as the exchange rate in the spot market. In the end, if an exporter faces an appreciating home currency it will find its margins under pressure either with or without hedging the exchange rate. < Hedging incurs costs—both the transactions costs of using derivatives, for example, and the higher salary costs of employing specialist risk managers. < The firm's shareholders may have already hedged many risks—in the case of a listed company the majority of shares are likely to be held by institutional investors who will hold well-diversified equity portfolios (e.g. including shares in both exporters and importers). Hence, shareholders may have natural protection against some forms of risk, in which case, corporate risk management will only add costs and not benefits. So why, in practice, do many firms engage in significant amounts of risk management? There may be various explanations: Sa < In the case of privately held firms, the shareholders may < < have significant amounts of their personal wealth invested in an individual firm (i.e. the shareholders are exposed to total risk as opposed to only systematic risk). In this case, risk management at the corporate level may indeed reduce the risk of the shareholders. In the case of listed firms, although shareholders may be well diversified and only exposed to systematic risk, the company's management work only for that specific firm and not for a portfolio of firms (i.e. their bonuses or share option plans are exposed to total risk). Management may therefore become highly risk-averse and attempt to hedge their personal risk— incurring agency costs for their shareholders. Progressive corporate tax systems—in many countries, the tax rate on large profits is significantly higher than the tax rate on lower profits. In this case, there could be a valid argument for using risk management to "smooth" the firm's profits in order to reduce the long-run tax burden. Care must be taken to avoid cosmetic smoothing of reported profits (i.e. accounting manipulation). 1-28 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy < Reduction in cost of capital—corporate diversification may lead to financial synergy as smoother group cash flows may lead to an improved credit rating and a lower cost of debt. Care must be taken to ensure that the control premium paid on acquisitions does not exceed the value of synergy. < Financial distress costs—where a firm experiences cash flow problems it can find that its costs of doing business rise (e.g. suppliers may refuse to give credit; customers may lose faith in any warranties given on the firm's products). Risk management may be justified in reducing the risk of financial distress. pl e 7.2 Conflicts Between Equity and Debt Investors Equity investors are, of course, participating investors in that their returns are linked to the underlying volatility of profits (i.e. they absorb the firm's level of business risk). However, the equity investors' downside risk is restricted to some degree by their limited liability status (i.e. if the firm cannot pay its debts the shareholders cannot be forced to inject more capital). Debt investors, on the other hand, receive fixed contractual payments of interest and principal (i.e. they are not exposed to business risk). The main risk faced by debt investors is that the firm cannot service the debt (i.e. default risk/credit risk). m The different positions of equity and debt investors can lead to differing attitudes towards the level of risk-taking by the firm. This is particularly the case where the value of the firm's assets is close to the level of its liabilities: < Shareholders may develop an "appetite for risk" and Sa encourage the management to take high risks. If the firm's high-risk strategies succeed, the value of assets would "spike up" above the level of liabilities and the equity rises in value. If the gamble fails and the value of assets collapses then shareholders can walk away under the protection of limited liability. Overall, shareholders have high upside potential and limited downside risk. < Debt investors would be highly risk averse as any fall in asset value would reduce the recoverability of their debt, whereas any rise in asset value would not lead to any extra return on the debt (i.e. debt investors have high downside risk and no upside potential). 7.3 Types of Risk and Risk Mitigation < Business risk—volatility of operating cash flows. This is driven by (i) sales volatility (ii) level of operational gearing (i.e. proportion of fixed to variable operating costs). Hence the key strategies for reducing exposure to business risk are: reposition the firm's product lines into "defensive industries" (i.e. those sectors relatively unaffected by the economic cycle such as food, clothes and pharmaceuticals); convert fixed costs into variable costs (e.g. via outsourcing). < Financial risk—the increased volatility of returns to equity due to fixed interest payments first being paid on debt. Obviously, this can be reduced through lowering the firm's level of financial gearing, although this should be balanced against the loss in tax shield. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-29 Session 1 • Role of Financial Strategy P4 Advanced Financial Management < Credit risk/default risk—becomes significant at high < pl e < perceived levels of debt. Obviously, this can be reduced by a reduction in financial gearing but alternative methods include: diversifying operations to smooth cash flows; diverting low-risk cash streams into a ring-fenced special purpose vehicle (SPV), (protected should the firm itself becomes bankrupt). The SPV then "securitises" its future cash stream (i.e. issues bonds backed by the stream). These asset-backed securities should attract an investmentgrade credit rating. Reputational risk—damage to the brand value due to poor corporate behaviour (e.g. environmental damage or use of child labour). Mitigation strategies could include implementing Corporate Social Responsibility or using a public relations agency. Operational risk—the risk of loss resulting from inadequate or failed internal processes, people and systems (e.g. for an investment bank the risk of a "rogue trader"). Mitigation could include implementation of the Turnbull Report. < Fiscal risk—impact of unexpected events adversely affecting Sa < m < the government's fiscal strength and hence the business climate (e.g. commodity exporting nations are highly exposed to volatile commodity prices). The fiscal risk of different countries can be assessed using reports from the IMF or the EIU (Economist Intelligence Unit). Regulatory risk—risk of government regulation adversely affecting the firm (e.g. price caps on privatised natural monopolies, compulsory compliance with corporate governance codes, blocks or restrictions placed on mergers and acquisitions). Regulatory risk may be managed through political lobbying. Project risk—the risk that project cash flows are not in line with expectations. Project risk can be managed by: appointing an experienced project manager; carefully selecting contractors; appointing a steering committee to monitor deadlines and cost levels; and PCA (Post Completion Audit) to review and improve the process in the future. Currency risk (see Session 14). Interest rate risk (see Session 15). Political risk (see Session 17). < < < 7.4 Risk Mitigation, Hedging and Diversification* Risk mitigation, hedging and diversification are all strategies designed to manage an organisation's exposure to various risks. The nature of each of these strategies can be distinguished as follows: *See Sessions 14 and 15 for details on currency and interest rate hedging. < Risk mitigation—involves the use of pre-emptive strategies to prevent a particular risk from materialising. For example, prior to setting up an overseas subsidiary political risk may be mitigated by contacting overseas officials and seeking agreements on matters such as repatriation of funds and the level of transfer prices or management charges. 1-30 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 1 • Role of Financial Strategy < Risk hedging—refers to managing a risk which has already pl e materialised (e.g. foreign currency risk on an overseas export). < Risk diversification—refers to corporate diversification either domestically into other industries ("conglomerate diversification") or other countries ("international diversification"). As previously explained, if the firm's shareholders are institutional investors (e.g. fund managers) they will have already used personal portfolio diversification to remove almost all industry-specific unsystematic risk and, in the case of global fund managers, country-specific unsystematic risk. There is, therefore, an argument that if its shareholders are diversified then the firm should specialise. This does not, however, mean that corporate diversification is never justified. For example: < significant synergy may be obtained through buying competitors, suppliers or distributors; < diversified groups have lower financial distress risk, may achieve an enhanced credit rating and may pay less tax in a progressive tax system due to reporting "smoother" profits. 7.5 Developing a Framework for Risk Management 7.5.1 Elements m There are many examples of risk management systems and processes that have been developed by various organisations. In general, a risk management process should, at the very least, incorporate the following elements: Sa MONITOR IDENTIFY ? THREATS TO ACHIEVING CORPORATE OBJECTIVES ANALYSE PLAN APPROACH AND ACTION © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-31 Session 1 • Role of Financial Strategy 7.5.2 P4 Advanced Financial Management Stages in Risk Cycle Management The IIA's Professional Briefing Note 13, Managing Risk, identifies the following stages in risk cycle management: Establish the context and set perspectives Identify and document risk Assess, quantify and classify risk pl e Evaluate and model risk Develop risk mitigation/control strategies m Obtain resources and assign responsibilities Reduce, offset and/or optimise the risk Sa Monitor and review 1-32 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management 7.5.3 Session 1 • Role of Financial Strategy Risk Management Standard The Institute of Risk Managers (IRM), the Association of Insurance and Risk Managers (AIRMIC) and the National Forum for Risk Management in the Public Sector (ALARM) jointly published a Risk Management Standard in 2002, within which the risk management process was diagrammatically shown as: pl e The Organisation's Strategic Objectives Risk Assessment Risk Analysis Risk Identification Risk Description Risk Estimation m Risk Evaluation Formal Audit Risk Reporting Threats and Opportunities Sa Decision Risk Treatment Residual Risk Reporting Monitoring © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-33 Session 1 • Role of Financial Strategy 7.5.4 P4 Advanced Financial Management COSO Framework In September 2004, COSO expanded its internal control framework to develop the Enterprise Risk Management Integrated Framework. C GI E AT R ST S N O I AT O G IN R PE RT R P Sa m DIVISION ENTITY LEVEL pl e al Env ironm ent Objec tive S etting Event Ident ificati on Risk A ssess ment Risk R espon se Contr ol Act ivities Inform ation & Com munic ation Monit oring SUBSIDIARY M CO A LI BUSINESS UNIT Intern CE N O EP 1-34 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. Session 1 Summary The first step in developing the objectives of financial management is to identify the relevant stakeholders in the organisation. < In the corporate sector the key stakeholders are clearly the shareholders. Most traditional finance theory is therefore built on the assumption that a company's objective is to maximise the wealth of its shareholders. < However, modern CSR suggests that directors should also take into account other stakeholders and therefore also follow a range of non-financial objectives (e.g. employee satisfaction, reducing environmental impacts). < Such non-financial objectives may be in conflict with maximising shareholder wealth. Therefore, the overall objective may be to produce satisfactory returns for shareholders, while attempting to meet the demands of other interest groups. < In practice, managers may also have personal objectives which conflict with their responsibilities as agents of the shareholders. Some managers may try to maximise personal wealth (e.g. through manipulating bonus schemes or even theft of company assets). < This creates agency costs for the shareholders. Well-designed remuneration systems and good corporate governance should reduce these costs to an acceptable level. < < One aspect of CSR involves ethical corporate behaviour—the "good corporate citizen". < More recently the IIRC has formulated an IR Framework that reflects developments in financial governance, management commentary and sustainability reporting. It requires organisations to publish material information about their strategy, governance, performance and prospects in a clear, concise and comparable format. pl e < Sa m CSR also involves the creation of a sustainable business model which balances not only financial but also social and environmental performance. Reporting these three areas of performance can be achieved using the TBL approach. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-35 Session 1 Quiz Estimated time: 20 minutes State TWO arguments for and TWO arguments against the maximisation of shareholder wealth as a corporate objective. (2.2) 2. Define "integrated report". (2.3) 3. Define "agency costs". (3.3) 4. Suggest methods of improving goal congruence between directors and shareholders. (3.5) 5. State the board structure common in German companies. (4.2) 6. State which area of corporate governance the UK Greenbury Code focussed on. (4.5) 7. State whether compliance with the Combined Code is obligatory for companies listed in the UK. (4.6) 8. List the "principles of good governance" as per the Combined Code. (4.6) 9. State which area of corporate governance the UK Turnbull Report focussed on. (4.7) pl e 1. 10. List ethical issues specific to multinational companies. (5.1.7) 11. State the THREE areas of evaluation in the Triple Bottom Line (TBL) approach to reporting. (6.2) 12. List FOUR examples of content elements in an integrated report. (6.5.1) m 13. Provide examples of regulatory risk. (7.3) Study Question Bank Estimated time: 60 minutes Priority Q1 Estimated Time Agency Relationships 60 minutes Sa Additional Completed Q2 1-36 Ethics (ACCA D03) © 2014 DeVry/Becker Educational Development Corp. All rights reserved. EXAMPLE SOLUTIONS Solution 1—AAA Model Sa m pl e (1) Facts—in exchange for a significant payment you may secure government contracts in the future. (2) Ethical issues—should you provide a contribution in what would be in the best case an inducement and in the worst case considered a bribe? As the CEO, you may be in breach of your fiduciary duties and probably in breach of campaign contribution laws. As a professional accountant, you would be in breach of your ethical codes. However, not to do so may mean a lack of government orders should the candidate win the election. (3) Norms, principles, and values—government contracts should not be awarded on the basis of favours, inducements or bribes—value for money (VFM) would be an expected driver. CEOs, as leaders of their companies, are expected to set the moral and ethical tone of the organisation. Professional accountants are expected to have integrity and objectivity. (4) Alternative courses of action—(i) make the contribution, (ii) make a lower contribution, or (iii) make no contribution. (5) Best course of action—decline to make a contribution and report the incident to an appropriate elections committee. (6) Consequences of each possible course of action: (i) Making the payment will incur cash flow now for which there may be future awards of contracts if the candidate wins. The political contribution would need to be disclosed in the financial statements and the candidate would also need to disclose it, as it is material. If the candidate wins and additional contracts are awarded, there may be possible media speculation why the company appears to be winning more contracts than normal, which may lead to an investigation and negative consequences for the firm and its directors. (ii) Not making the payment (or lower than requested) and the candidate wins, may result in future contracts not being awarded. This would have a detrimental impact on the business with possible going concern consequences. (iii) The broad assumptions are that the candidate will win and that they have control over the tendering process (i.e. awards are not made by a separate committee). (7) Decision—the ethical approach would be to decline making the requested contribution. Solution 2—Tucker's Model This is a case of bribery. Since all five questions in this model must be answered in the affirmative, the payment is not defensible as the evasion of tax is illegal. It is not fair to the wider society that the burden of evaded tax should be borne by others in order to provide the services and facilities for which the tax is raised. Nor can it be right (just) that others should suffer a deterioration in, or lack of, services as a result of under-funding. That it is considered common practice does not make it acceptable. It is not sustainable in that a "vicious circle" is created of increasing levies which are increasingly evaded. The environment may be harmed. For example, vital services (e.g. the provision of clean water) may be compromised. If charges then have to be made for services such as waste-disposal (because there are not taxes to fund the service), environmentally damaging practices (e.g. illegal dumping) are likely to increase. © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-37 Solution 3—TBL Reporting pl e (a) Sustainable development The principle of TBL reporting is that a corporation's true performance must be measured in terms of a balance between economic (profits), environmental (planet) and social (people) factors; with no one factor growing at the expense of the others. A corporation's sustainable development is about how these three factors can be combined so that the firm builds a reputation as being a good corporate citizen. A corporation that balances the pressures of all three factors should enhance shareholder value by addressing the needs of its stakeholders. However, whereas TBL reporting is a quantitative summary of the corporation's historical performance, sustainable development tends to be forward-looking and qualitative. Economic impact can be measured by considering operating profits, dependence on imports and the extent to which the local economy is supported by purchasing locally produced goods and services. Social impact can be measured by considering working conditions, fair pay, using an appropriate labour force (not child labour), and the level of ethical investments. Environmental impact can be measured by considering the firm's ecological footprint, emissions to air, water and soil, use of energy and water and investments in renewable resources. Ideally the firm's economic, social and environmental performance should be benchmarked against that of its competitors or against the industry, national or global leader in sustainable development. m (b) Financial performance For TBL reporting to improve the firm's financial performance the benefits that accrue from the assessment and production of a TBL report must exceed the costs of undertaking the report. The costs of producing the report should be relatively easy to measure but the financial benefits may be more difficult to measure and may take place over a longer time period. Examples of the ways in which the firm may benefit financially: Focusing on and reporting the company's environmental and social impact may build and enhance reputation and long-term revenues. Sa Reducing the firm's environmental impact may reduce the risk of paying fines for environmental damage. Consideration and improvement of working standards and consulting employees as part of this process may help in retaining and attracting high calibre employees. Better communication with stakeholders may result in improvements in governance procedures. This in turn should lead to a reduction in agency costs. Reducing the carbon footprint may be achieved by switching from importing materials to using local suppliers. This may reduce the risk of stockouts and also boost the firm's reputation through supporting the local economy. Monitoring and reporting on the performance of employees and managers as part of the assessment of economic and social factors may help identify areas where work can be done more effectively and efficiently. 1-38 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. Sa m pl e NOTES © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 1-39 Index A C Cadbury Report ................................ 1-10 Cap ................................................ 15-4 Capital budgeting ................................... 17-10 expenditure .................................. 18-2 market efficiency .............................2-2 market line .....................................4-8 mobility ........................................ 16-5 rationing.........................................6-8 reconstructions................................9-6 structure .............................3-16, 17-13 Carbon trading economy.................... 1-26 Cash against documents .................... 17-3 Cash budget pro forma........................5-8 Cash flow forecast ............................ 5-17 Cash flows, See Discounted cash flow; See Free cash flow Cash transfer mechanisms ................. 17-9 CDOs, See Collateralised debt obligations Central banks .................................. 16-9 Chapter 11 ........................................9-6 Chepakovich model ........................... 7-19 Cheques .......................................... 17-9 Chief financial executive ......................1-2 City Code ........................................ 8-21 Clientele theory ................................ 12-2 Coase, Ronald (1937) .........................1-8 Code of Ethics and Conduct................ 1-21 Collar....................................... 13-3, 15-6 Collateralised debt obligations (CDOs) .................................... 16-22 Combined Code ................................ 1-12 Commercial paper ........................................... 11-4 risk .............................................. 17-2 Community Reinvestment Act (CRA) . 16-21 Competition law ............................... 8-21 Complex reconstruction .......................9-6 Compound options .......................... 14-14 Conditional events ............................ 6-19 Confirmation bias ...............................8-6 Conflicts of interest .............................1-5 Constant dividend...............................2-4 Contract futures ............................. 14-15 Controlling shareholder ..................... 10-5 Conversion premium ......................... 2-19 m pl e AAA, See American Accounting Association Abandonment option ....................... 13-16 ACCA Code of Ethics and Conduct ....... 1-21 Accounting rate of return (ARR)............5-3 Acid-test ratio .................................. 18-7 Acquisitions ............................... 8-2, 18-2 Addition rule .................................... 6-18 Adjusted present value (APV) ..... 6-2, 17-12 Agencies environment ................................. 1-26 ratings ...........................................9-3 Agency theory....................................1-5 AIM, See Alternative Investment Market Albrecht's EDM ................................. 1-16 Alpha .............................................. 4-11 Alternative Investment Market (AIM). 10-13 American Accounting Association (AAA) ........................................ 1-18 American swaptions ........................ 15-19 Annuity .............................................5-6 APV, See Adjusted present value Arbitrage pricing theory ..................... 4-17 ARR, See Accounting rate of return Ask rate ........................................ 15-16 Asset-based valuation methods ............7-3 Asset betas...................................... 4-13 Autonomy ....................................... 17-6 Bootstrapping ............................ 2-25, 8-5 Brady package ............................... 16-11 Business angels ........................................ 10-14 ethics ........................................... 1-21 risk ..................................1-29, 3-5, 8-9 valuation ........................................7-2 B Sa Baker plan ..................................... 16-11 Bank loans............................................ 11-5 overdraft ................................ 3-4, 11-3 Bank for International Settlements ..... 16-8 Bank of England ............................. 16-10 Bank of Japan ................................ 16-11 Banker's draft .................................. 17-9 Banking crisis ................................ 16-21 Basis risk ........................................ 15-2 Beta factor ...................................... 4-10 Bid rate ......................................... 15-16 Bills of exchange ....................... 11-3, 17-3 Bird-in-the-hand theory..................... 12-2 Black-Scholes model ......................... 13-8 Blair-Brown deal ............................. 16-12 Blocked remittances........................ 12-19 Bonds deep discount................................ 11-9 duration ....................................... 2-21 valuation ...................................... 2-12 zero coupon .................................. 11-9 Bonus dividend ................................ 12-4 Book building ................................. 10-12 Book value-plus .................................7-4 P4 Advanced Financial Management Becker Professional Education | ACCA Study System P4 Advanced Financial Management Session 20 • Index Debt analysis ...................................... 13-29 domestic markets .......................... 11-2 finance ....................................... 10-14 interest ........................................ 2-14 long-term ..................................... 11-7 redemption ................................. 12-18 Deep discount bonds ......................... 11-9 Default risk ............................. 15-14, 17-2 methods for reducing ..................... 1-30 MM theory .................................... 3-14 yield curve .................................... 2-25 Default swaps ....................... 13-31, 16-12 Delay option ......................... 13-16, 13-18 Delivery date ................................... 15-8 Delta ............................................ 13-12 Delta hedging ....................... 13-13, 14-13 Derivatives credit ......................................... 13-31 exchange-traded ......................... 15-20 Diluted EPS ................................... 18-14 Directors ...........................................1-7 Disclosure risk ...................................8-3 Discounted cash flow (DCF) .................5-5 Discount factors .................................5-6 Discounting FCFF ............................................ 7-14 relevant cash flows ........................ 5-13 Diversification strategies ................... 1-30 Portfolio theory.............................. 4-10 Divestment ........................................9-8 Dividend bonus .......................................... 12-4 capacity ....................................... 12-9 domestic policy ............................. 12-2 growth .................................... 2-8, 7-8 international policy ...................... 12-18 irrelevance theory .......................... 12-3 payout ratio ................................ 18-14 valuation model (DVM) .............. 2-4, 7-8 yield ..............................................7-6 Divisible project .................................6-8 Divisional autonomy ....................... 17-14 Dual pricing ................................... 17-14 Dutch auction ................................ 10-10 DVM, See Dividend valuation model Dysfunctional goals .............................1-3 D E Dark pools ..................................... 16-24 Dawn raid........................................ 8-21 DCF, See Discounted cash flow Debentures ...................................... 11-8 Earnings yield ....................................7-5 ECGD, See Export Credits Guarantee Department Economic risk .................................. 14-6 Economic value added (EVA) .....7-17, 18-17 EDM, See Ethical development model Sa m pl e Convertible bonds......................................... 11-10 debentures ................................... 2-19 loan stock .......................................3-4 Corporate bonds........................................... 2-26 governance .....................................1-9 objectives .......................................1-2 social responsibility (CSR) .................1-6 COSO Framework ............................. 1-34 Cost of debt bond valuation .............................. 2-12 irredeemable debentures ................ 2-13 redeemable debentures .................. 2-15 Cost of equity ............................ 2-7, 4-13 Cost plus ....................................... 17-14 Costs agency ......................................... 3-16 bargaining ......................................1-8 convertibles post-tax ...................... 2-20 flotation ....................................... 10-3 preference shares .......................... 2-11 replacement ....................................7-3 Cost synergies ...................................8-5 Counter-trade .................................. 17-4 Coupon rate ............................... 2-12, 9-7 CRA, See Community Reinvestment Act Crawling peg.................................... 16-7 Credit default swaps .............. 13-31, 16-12 Credit derivatives ........................... 13-31 Credit forward contracts .................. 13-31 Credit options ................................ 13-31 Credit risk ...........................1-30, 8-9, 9-2 Cross-selling ......................................8-5 Crown jewels ................................... 8-22 CSR, See Corporate social responsibility Cultural risk ..................................... 17-2 Cumulative preference dividends ........ 11-7 Currency futures ....................................... 14-15 options ....................................... 14-10 risk ..................................... 14-5, 15-20 swaps ........................................ 14-20 Currency controls ............................. 16-6 Current ratio .................................... 18-8 Customs unions................................ 16-4 Cyert and March (1963) ......................1-8 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. 20-1 Session 20 • Index P4 Advanced Financial Management Financial distress risk...........................3-7 Financial risk......................................3-5 Financiers......................................... 9-11 Fiscal risk......................................... 1-30 Fisher effect............................................ 14-2 formula......................................... 5-17 Fixed peg......................................... 16-7 Fixed price auction........................... 10-10 Flavoured swaps.............................. 15-19 Floating exchange rates...................... 16-7 Floor interest rate................................... 15-5 value............................................ 2-19 Flotation................................... 9-13, 10-2 Foreign direct investment................... 16-6 Foreign exchange risk........................ 14-5 Forfaiting......................................... 17-3 Forward contracts............................ 13-31, 14-20 exchange contracts......................... 14-8 exchange rate................................ 14-2 non-deliverable.............................. 14-9 rates........................................... 15-17 Forward rate agreement (FRA)............ 15-3 Four-way equivalence model............... 14-2 FRA, See Forward rate agreement Free cash flow to equity (FCFE)... 7-12, 12-9 Free cash flow to the firm (FCFF)......... 7-14 Free trade........................................ 16-4 Futures currency...................................... 14-15 hedging......................................... 15-9 interest rate................................... 15-6 options.......................................... 15-8 FX swaps........................................ 14-22 Sa m pl e EDMM, See Ethical decision-making models Efficient market hypothesis (EMH).........2-2 Environment agencies........................ 1-26 Equal annual cash flows.......................5-6 Equity, See also Cost of equity beta.............................................. 4-13 discount rate for all......................... 4-15 finance.......................................... 9-13 investors....................................... 1-29 unquoted..................................... 10-14 valuation..................................... 13-25 ESOPs, See Executive share option plans Ethical conflict resolution.................... 1-21 Ethical decision-making...................... 1-16 Ethical decision-making models (EDMM)...................................... 1-18 Ethical development model (EDM)....... 1-16 Eurobond market............................. 11-15 Eurocredit market............................ 11-14 Eurocurrency market....................... 11-14 Euromarkets................................... 11-14 Euronote market............................. 11-15 European call option.......................... 13-8 European Central Bank..................... 16-10 European swaptions......................... 15-19 European Union (EU)......................... 16-4 EVA, See Economic value added Exchange rates forecasting.................................... 14-2 systems........................................ 16-7 Exchange-traded derivatives................................... 15-20 options.......................................... 13-2 Executive share option plans (ESOPs)....1-9 Exit routes................................ 9-13, 10-2 Expansion option.................... 13-16, 13-20 Expectations theory........................... 2-24 Expected values................................ 6-20 Export factors.......................................... 17-3 Export Credits Guarantee Department (ECGD)....................................... 17-3 Exposure.......................................... 15-2 Extendable swaptions....................... 15-19 External hedging........................ 14-7, 15-3 F FCFE, See Free cash flow to equity FCFF, See Free cash flow to the firm Financial contagion.................................... 16-25 distress cost................................... 1-29 distress risk.....................................3-6 gearing................................. 1-29, 18-9 intermediaries................................ 11-2 risk...................................1-29, 3-6, 8-9 synergies.........................................8-5 20-2 G Gamma.......................................... 13-13 Gap exposure................................... 15-2 GATT, See General Agreement on Tariffs and Trade Gearing.............................. 3-5, 9-12, 18-9 General Agreement on Tariffs and Trade (GATT)....................................... 16-5 Global debt..................................... 16-11 Goal congruence....................... 1-9, 17-13 Golden parachute.............................. 8-22 Gordon's growth model................ 2-10, 7-8 Greeks........................................... 13-12 Greenbury Code................................ 1-11 Gross profit percentage...................... 18-6 Gross redemption yield...................... 2-17 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. P4 Advanced Financial Management Session 20 • Index H J Hamada, Robert................................ 4-14 Hard capital rationing...........................6-8 Hedging compound options........................ 14-15 delta.................................. 13-13, 14-13 external........................................ 14-8 futures........................................ 14-16 internal...........................................8-5 IRFs.............................................. 15-7 options.......................................... 15-9 High-growth start-ups........................ 7-19 Hostile bids....................................... 8-22 Joint venture.................................... 17-4 Kappa............................................ 13-14 L Lagging............................................ 14-7 Lambda.......................................... 13-14 Leading............................................ 14-7 Leasing............................................ 11-5 Letters of credit................................. 17-3 LIFFE, See London International Financial Futures and Options Exchange Linear programming.......................... 6-12 Liquidity preference theory..................... 2-24, 5-5 project.......................................... 6-17 ratios............................................ 18-7 Listing............................................. 10-9 London International Financial Futures and Options Exchange (LIFFE)........... 14-11 Long-term debt finance...................... 11-7 Long-term incentive plans (LTIPs)..........1-9 pl e I K Sa m IAESB Ethics Education Framework...... 1-17 IBE, See Institute of Business Ethics IBO, See Institutional buyout IMF, See International Monetary Fund Import duties.................................. 17-15 Inflation........................................... 5-16 Initial public offering (IPO)............ 7-2, 9-13 Institute of Business Ethics (IBE)......... 1-21 Institutional buyout (IBO).....................9-9 Intangible assets............................. 13-22 Integrated reporting.................... 1-4, 1-26 Interest cover...................................8-18, 18-10 floor cap........................................ 15-6 rate.............................. 2-24, 5-16, 13-7 Interest rate futures (IRFs)................................ 15-6 parity (IRP).................................... 14-4 risk............................................... 15-2 swaps......................................... 15-12 Internal finance.......................................... 3-15 hedging...........................................8-5 Internal rate of return (IRR).. 2-16, 5-9, 6-15 International dividend policy............................. 12-18 Fisher effect................................... 14-5 trade...................................... 16-3, 17-2 International Monetary Fund (IMF)....... 16-8 In the money.................................... 13-4 Intrinsic value................................... 13-5 Inventory turnover.......................... 18-11 Investment appraisal.................................. 5-2, 6-2 risk.................................................4-2 IPO, See Initial public offering IRFs, See Interest rate futures IRP, See Interest rate parity IRR, See Internal rate of return © 2014 DeVry/Becker Educational Development Corp. All rights reserved. M Macaulay's duration.......... 2-21, 6-17, 13-25 Managed float................................... 16-7 Management buy-in (MBI)....................9-8 Management buyout (MBO)..................9-8 Manufactured dividends...................... 12-3 Market portfolio................................... 4-9, 6-3 price........................................... 17-14 to book ratio....................................7-7 value............................................ 2-12 value added................................... 7-17 Markowitz efficient frontier...................4-8 Matching.......................................... 14-7 MBI, See Management buy-in MBO, See Management buyout Mean-variance efficiency......................4-3 Medium-term finance......................... 11-5 Merger...............................................8-2 Merton's models.............................. 13-25 Mezzanine finance............................. 9-13 Modified internal rate of return (MIRR)....................................... 6-15 Modigliani and Miller............. 3-7, 4-14, 6-2, 12-3, 13-27 Money laundering..................................... 1-15 market hedges............................. 14-10 markets........................................ 11-2 rates............................................. 5-16 20-3 Session 20 • Index P4 Advanced Financial Management N redeployment...................... 13-16, 13-21 traded........................................... 13-2 value............................................ 13-4 Organic growth...................................8-2 Out of the money.............................. 13-4 Overseas expansion........................... 17-4 P Par value.......................................... 2-12 Payables days................................. 18-12 Payback period....................................5-2 Payment methods.............................. 17-3 Payout ratio...................................... 12-3 P/E, See Price/earnings ratio Pecking order theory.......................... 3-15 Perpetuities........................................5-7 Physical risk...................................... 17-2 Plain vanilla swap................... 14-21, 15-12 Poison pill......................................... 8-22 Political risk............................. 12-19, 17-2 Portfolio theory...................................4-4 Position risk.................................... 15-14 Post-completion audit........................ 6-30 PPP, See Purchasing power parity Preference shares...................... 7-11, 11-7 cost.............................................. 2-11 redeemable.................................... 9-13 Price/earnings ratio (P/E).....................7-4 Private equity.....................................9-9 Probability analysis............................ 6-18 Proceeds of Crime Act 2002................ 1-15 Profitability index................................6-8 Project appraisal cost of equity................................. 2-11 duration........................................ 6-17 risk............................................... 1-30 WACC........................................... 4-15 Protectionism.................................... 16-4 Protective put................................... 13-3 Purchasing power parity (PPP)............. 14-2 Put-call parity................................. 13-10 pl e Monitoring post-merger................................... 8-23 project.......................................... 6-29 Monopoly power................................ 16-3 Monte Carlo method.......................... 6-26 Mortgage loan................................... 11-6 Mudaraba contract........................... 16-14 Multilateral netting............................ 16-6 Multinational corporations.......... 12-15, 16-2 Multiperiod capital rationing................ 6-11 Multiplication rule.............................. 6-18 Musharaka contract......................... 16-14 Mutually exclusive projects................. 6-10 Myopia............................................. 10-3 m NDFs, See Non-deliverable forwards Negotiated transfer prices................. 17-14 Net book value (NBV)..........................7-3 Net present value (NPV) capital budgeting.......................... 17-10 investment appraisal.........................5-8 Net realisable value (NRV)....................7-3 Netting............................................ 14-7 New applicants.................................. 10-9 Nominal interest rates................................. 5-16 value............................................ 2-12 Non-deliverable forwards (NDFs)......... 14-9 Note-issuance facilities....................... 16-8 NPV, See Net present value NRV, See Net realisable value O Sa Objectives, corporate...........................1-2 Offer initial public.....................................7-2 share.......................................... 10-10 Open account trading......................... 17-3 Operational gearing........................... 1-29, 9-3, 18-6 risk............................................... 1-30 Operational gearing.............................3-5 Options............................................ 13-2 abandonment............................... 13-16 collar............................................ 13-3 compound................................... 14-14 credit.......................................... 13-31 currency...................................... 14-10 delay................................. 13-16, 13-18 expansion........................... 13-16, 13-20 futures.......................................... 15-8 hedging....................................... 14-11 over-the-counter (OTC)............ 13-2, 15-4 real............................................. 13-16 20-4 Q Quick ratio........................................ 18-7 R Ratings agencies.................................9-3 Ratio analysis................................... 18-2 Real interest rates............................. 5-16 Receivables days............................. 18-11 Redeemable debentures.................................... 2-15 preference shares........................... 9-13 Redeployment option.............. 13-16, 13-21 Regulatory risk............................ 1-30, 8-3 Relative based valuation.......................7-4 © 2014 DeVry/Becker Educational Development Corp. 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P4 Advanced Financial Management Session 20 • Index Shares dividend-paying............................ 13-10 issuing.......................................... 10-9 preference............................. 2-11, 11-7 redeemable.................................... 9-13 Sharia boards................................. 16-15 Short-term finance............................ 11-3 Short-term investments................................... 17-9 Simulation........................................ 6-26 Single-period capital rationing...............6-8 Soft capital rationing............................6-8 SOX, See Sarbanes-Oxley Act (2002) Special purpose vehicles (SPV).......... 16-21 Spin-offs............................................9-8 Sponsor........................................... 10-6 Spot against forward........................ 14-22 Spot yield curve................................ 2-25 SPV, See Special purpose vehicles Stagging........................................ 10-11 Stakeholders.......................................1-6 Standard deviation...................... 4-2, 6-22 Stock exchange................................. 10-3 Stress testing................................... 6-29 Strong-form efficiency..........................2-3 Structural models................................9-4 Sukuk finance................................. 16-18 Surrogate profit goals..........................1-3 Sustainability.................................... 1-22 SVA, See Shareholder value added Swaps............................................ 15-12 credit default............................... 13-31 currency...................................... 14-20 FX.............................................. 14-22 interest rate................................. 15-12 plain vanilla........................ 14-21, 15-17 Swaptions...................................... 15-19 SWIFT............................................. 17-9 Syndication...................................... 16-8 Synergy.............................................8-4 Synthetic Agreements for Foreign Exchange (SAFEs)........................ 14-9 Systematic risk...................................4-9 m pl e Relevant cash flows........................... 5-13 Repatriation of funds........................ 17-15 Replacement cost................................7-3 Reputational risk......................1-30, 12-19 Residual dividend policy..................... 12-2 Rest's model..................................... 1-16 Return on capital employed (ROCE)................................. 5-3, 18-5 Return on investment (ROI)..................5-3 Revolving underwriting facilities......... 11-15 Rho............................................... 13-15 Risk, See also Foreign exchange risk; Interest rate risk appetite........................................ 1-29 averse.............................................4-4 commercial.................................... 17-2 credit...................................... 1-29, 9-2 currency........................................ 14-5 default................................. 15-14, 17-2 diversification................................. 1-31 hedging......................................... 1-31 investment......................................4-2 management.................................. 1-28 mitigation...................................... 1-30 position....................................... 15-14 project.................................. 1-30, 6-18 reduction...........................4-4, 6-29, 8-5 regulatory...................................... 1-30 systematic.......................................4-9 transparency................................ 15-14 unsystematic...................................4-9 ROCE, See Return on capital employed ROI, See Return on investment S Sa SAFEs, See Synthetic Agreements for Foreign Exchange Sale and leaseback............................ 11-6 Sarbanes-Oxley Act (SOX) (2002)....... 1-10 Scrip dividends................................. 12-4 Securitisation......................... 11-11, 16-21 Security characteristic line.................. 4-10 Security market line........................... 4-13 Seed firms........................................ 7-19 Segmentation theory......................... 2-24 Selecting a target................................8-2 Sell-offs.............................................9-8 Semi-strong form efficiency..................2-3 Sensitivity analysis............................ 6-23 Share buyback........................................ 12-4 incentive schemes.......................... 10-3 options.......................................... 9-13 Shareholders agency theory..................................1-5 cost of equity...................................2-7 wealth.............................................1-3 Shareholder value added (SVA)........... 7-18 © 2014 DeVry/Becker Educational Development Corp. 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T Takeovers........................... 2-3, 8-21, 10-4 Tax cash flows..................................... 5-15 investment appraisal....................... 5-14 planning............................. 12-18, 17-14 post-tax cost of debt....................... 2-20 shield............................................ 2-14 TBL, See Triple bottom line Tender offer............................. 10-10, 12-4 Term structure.................................. 2-24 Theta............................................. 13-14 Tick system.................................... 14-18 Time to expiry................................... 13-6 20-5 Session 20 • Index P4 Advanced Financial Management U W WACC, See Weighted average cost of capital Warehousing risk............................. 15-14 Warrants........................................ 11-10 Weak-form efficiency...........................2-2 Wealth maximisation............................1-3 Weighted average cost of capital (WACC)........................................3-2 Williamson (1966)...............................1-8 Window dressing............................... 18-8 Working capital................................. 5-19 Working capital cycle....................... 18-13 World Bank....................................... 16-8 World Trade Organisation (WTO).......... 16-5 Writing down allowance...................... 5-14 Written submissions........................... 10-6 WTO, See World Trade Organisation pl e Time value money............................................5-5 option........................................... 13-6 Tobin's Q............................................7-7 Total shareholder returns (TSR).............1-3 Total shareholder return (TSR).......... 18-14 Trade credit............................................ 11-3 creditors..........................................1-6 sale............................................ 10-13 Transaction cost theory......................................1-8 exposure..................................... 14-21 risk............................................... 14-7 Transfer pricing............................... 17-13 Translation risk.................................. 14-5 Transparency risk............................ 15-14 Treasury function............................... 17-5 Triple bottom line (TBL)...................... 1-23 TSR, See Total shareholder return Tucker's five-question model............... 1-20 Turnbull Report................................. 1-12 Two-asset portfolios.............................4-5 Two-part transfer prices................... 17-14 Yield dividend..........................................7-6 earnings..........................................7-5 gross redemption............................ 2-17 Yield curve theory.............................. 2-24 m UK tax system.................................. 5-13 Unbundling.........................................9-8 Unconventional cash flows.................. 5-12 Undated debentures, See Irredeemable debt Unquoted equity.............................. 10-14 Unsystematic risk................................4-9 US Federal Reserve............................ 16-9 Y Z Zero coupon bonds............................ 11-9 Zero dividend.................................... 12-5 Sa V Valuation risk......................................8-3 Valuations......................................... 7-2 See also Dividend valuation model equity......................................... 13-25 swaps................................ 14-21, 15-17 Value-added methods........................ 7-17 Value at risk (VaR)............................. 6-28 Vega.............................................. 13-14 Venture capital.................................. 10-2 Volatility........................................... 13-6 20-6 © 2014 DeVry/Becker Educational Development Corp. All rights reserved. pl e ABOUT BECKER PROFESSIONAL EDUCATION Sa m Together with ATC International, Becker Professional Education provides a single destination for candidates and professionals looking to advance their careers and achieve success in: • Accounting • International Financial Reporting • Project Management • Continuing Professional Education • Healthcare For more information on how Becker Professional Education can support you in your career, visit www.becker.com. ® pl e This ACCA Study System has been reviewed by ACCA's examining team and includes: An introductory session containing the Syllabus and Study Guide and approach to examining the syllabus to familiarise you with the content of this paper t Comprehensive coverage of the entire syllabus t Focus on learning outcomes t Visual overviews t Definitions of terms t Illustrations and exhibits t Examples with solutions Sa m t t Key points t Exam advice t Commentaries t Session summaries t End-of-session quizzes t A bank of questions www.becker.com/ACCA | acca@becker.com ©2014 DeVry/Becker Educational Development Corp. 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