Professional Documents
Culture Documents
3. Financial structure
a. Ownership structure
- Ownership structure concerns the internal organization of a business entity and the rights and
duties of the individuals holding a legal or equitable interest in that business
b. Financial leverage
- which is also known as leverage or trading on equity, refers to the use of debt to acquire additional
assets. The use of financial leverage to control a greater amount of assets (by borrowing money)
will cause the returns on the owner's cash investment to be amplified.
c. Dividend policies
- is the policy a company uses to structure its dividend payout to shareholders. Some researchers
suggest that dividend policy may be irrelevant, in theory, because investors can sell a portion of
their shares or portfolio if they need funds.
d. Stock repurchase policies
- Typically, when a company announces a stock buyback program, the prospect of
repurchases boosts the share price. That rewards even those shareholders who hold onto
their shares rather than selling them back to the company.
e. Executive compensation policies
- The standard wage paid to an executive that typically is the largest share of an
annual compensation package. Bonuses (Short-term incentives) Distributions for annual
milestones or reaching incentivized goals that are typically cash-based.
Executive compensation is a significant thing to consider when evaluating an investment
opportunity. Executives who are improperly compensated may not have the incentive to perform
in the best interest of shareholders, which can be costly for those shareholders.
Response: Use situational judgment. “Discretion can be the linchpin that connects the
compensation program to the business and management team, leading to better alignment of pay
and performance,” says the report. But these situations require that directors “show commitment
and courage by standing behind tough, well-reasoned decisions until results are clear.”
2.Being handcuffed by data. The decision to set pay solely through the use of competitive market
data ignores important considerations such as individual performance (especially during unusual
company circumstances) and the variances in actual job duties from company to company even
for nominally the same title.
Response: Target the position, pay the person. “Data should serve as only one factor in making
decisions,” says the report. Other variables and individual circumstances must go into the mix.
3.Skepticism over the need for retention pay. Shareholders and other stakeholders tend to be
skeptical of pay for retention, especially when the economy isn’t doing well.
Response:Retention is worth paying for. “Unwanted turnover in the senior ranks has a cost to the
organization,” the report notes. This includes hard costs such as executive search fees and
replacement costs for “trickle-down turnover” in reporting positions, and soft costs such as the
organizational distraction that happens during a top-level change. Retention of a strong
management team is as legitimate an objective for compensation design as performance.
4.Short-termism. Companies often experience short-term investors clamoring for quarterly
returns, while investors claim the short tenure of executives leads to a focus on maximizing
immediate results. But incentive programs that have a particularly long time horizon (e.g., 10-year
stock options) may not truly incentivize, either.
Response: value creation is a marathon, not a sprint. Boards must tailor their incentive time frames
to make sure they are rewarding against their business plans. While a company in start-up mode
may want to weight executive compensation toward long-term equity to focus executives on a sale
or initial public offering, a company in turnaround mode may want to emphasize the achievement
of shorter-term goals that are necessary to corporate survival.
5.Opposing pressures on the issue of severance. Severance provisions have been greatly reduced
and are more shareholder-friendly than ever, but the expectations of executives are still high, and
market norms are hard to ignore. At the same time, high severance payments routinely generate
negative press and shareholder anger.
Response:Stop paying for failure. “It is naive to believe that severance contracts will disappear
completely,” says the report. However, it outlines possible strategies for reining in potential
payouts under the most extreme circumstances, such as providing an offset for signing bonuses in
the case of short-lived executives