Ethics in Finance

PGDM-Session 7

Unduly aggressive financial Targets Domination by person or group without controls Aggressive accounting practice to keep stock prices high Pressure to reduce tax liabilities Major performance related compensation Non-Financial personnel involved in

Characteristics of Management Prone to Fraud

Ethical issues in Finance

Financial statements Hostile Takeovers Financial Markets Insider Trading

Fraud in Financial Statements

Fictitious Revenues Concealed Liabilities and Expenses Fraudulent Asset Valuations Improper or Fraudulent Disclosures or Omissions Creative accounting form of fraudulent financial reporting so as to provide misleading

Duties of an Auditor
To give an accurate statement to the members about the state of affairs of a company To meet the objectives of the Companies Act 1985 and also the Articles of Association To be reasonably skillful and careful in identifying the true nature of the accounts

Ethical Audit

An audit structures, policies.

that assess a businesss procedures, systems and

It measures the extent to which the activities of a business comply with the standards it has publicly declared to its external customers It measures business conduct against varied moral standards of the community.

Objectives of Ethical Audit to provide a critical assessment of functioning of

business To investigate into acquisition or restructuring operations To determine the type of training necessary for employees To establish ethical conduct of business To enhance, measure and promote the quality that increases business performance by assessing them against the ethical business objective To improve the quality of governance by evaluating the performance and ensuring that

Ethical Issues in Financial Markets

Deception: act of misrepresenting relevant information Churning: Excessive or inappropriate trading for clients account by a broker who has control over the account with intent to generate commissions rather than to benefit client Unsuitability Unfairness in Markets

Insider Trading

Refers to trading on price sensitive information by company employees or individuals closely connected with the firm This information has not been disclosed to other market participants

Ethics & Insider Trading

It violates equality of opportunity Does not give a level playing field between insiders and outsiders Might harm exchange as a whole because investors might not be willing to trade on exchange that does not give shareholders their rights.

Hostile Takeovers

Are those that elicit opposition from the boards or employees of Target company Reasons for opposition are as follows: Disagreements over price Protecting their own interests

Anti-takeover defense measures

Poison Pills Green mail Golden Parachute People Pill

Poison Pills

An anti-takeover device used by companys management to make takeover prohibitively expensive for the bidders Company under target changes AOA so that group of Shareholders have special rights to buy and sell preferred stock at highly favorable prices (At times below market price)

Ethics & Poison Pills

Poison pills are prohibited in Britain by takeover code because they prevent open competition between bidders for shares Use of poison pills are ethical if they are designed to protect the management from unwanted

Greenmail

It occurs where a potential takeover agent purchases stock in a company After the purchases have totaled five percent the agent must announce his intention to takeover the company, if that is the intent Stock prices go up in anticipation of takeover battle Management of target company sends greenmails to prevent a shareholder from taking over the company Takeover agent ends up selling the shares back to company at an increased or higher negotiated price

Ethics & Greenmail

Target company may be forced to incur debts to raise funds to finance the buy back of shares at premium price

Golden Parachute

A company gives lucrative benefits to its top executives such as stock options, bonuses, etc Presence of parachute allows management to evaluate takeover bid more objectively

People Pill

Management threatens that in event of a takeover the entire management team will resign If managers act in their own interest rather than companys long term value then they are acting unethically

Management Buyout

It occurs when management decide to bid for the company They convert the company into a private company and at a later date, bring it back to market to make substantial profits.

Ethics & Management Buyout

Shareholder believe that management may resort to unethical practices to bring down share prices and buy out at cheaper rate Unethical activities can involve leaking confidential information by managers for their benefit during buy out

Thank You