Tag: University of Mumbai BMS Notes

Primary Market

primary market, securities are created for the first time for investors to purchase. New securities are issued in this market through a stock exchange, enabling the government as well as companies to raise capital.

For a transaction taking place in this market, there are three entities involved. It would include a company, investors, and an underwriter. A company issues security in a primary market as an initial public offering (IPO), and the sale price of such new issue is determined by a concerned underwriter, which may or may not be a financial institution. An underwriter also facilitates and monitors the new issue offering. Investors purchase the newly issued securities in the primary market. Such a market is regulated by the Securities and Exchange Board of India (SEBI).

The entity which issues securities may be looking to expand its operations, fund other business targets or increase its physical presence among others. Primary market example of securities issued includes notes, bills, government bonds or corporate bonds as well as stocks of companies.

Functions of Primary Market

• New issue offer

The primary market organises offer of a new issue which had not been traded on any other exchange earlier. Due to this reason, it is also called a New Issue Market. Organising new issue offers involves a detailed assessment of project viability, among other factors. The financial arrangements for the purpose include considerations of promoters’ equity, liquidity ratio, debt-equity ratio and requirement of foreign exchange.

• Underwriting services

Underwriting is an essential aspect while offering a new issue. An underwriter’s role in a primary marketplace includes purchasing unsold shares if it cannot manage to sell the required number of shares to the public. A financial institution may act as an underwriter, earning a commission on underwriting.

Investors rely on underwriters for determining whether undertaking the risk would be worth its returns. It may so thus happen that an underwriter ends up buying all the IPO issue, and subsequently selling it to investors.

• Distribution of new issue

A new issue is also distributed in a primary marketing sphere. Such distribution is initiated with a new prospectus issue. It invites the public at large to buy a new issue and provides detailed information on the company, issue, and involved underwriters.

Types of Primary Market Issuance

After the issuance of securities, investors can purchase such securities in various ways. There are 5 types of primary market issues.

• Public issue

Public issue is the most common method of issuing securities of a company to the public at large. It is mainly done via Initial Public Offering (IPO) resulting in companies raising funds from the capital market. These securities are listed in the stock exchanges for trading.

A privately held company converts into a publicly-traded company when its shares are offered to the public initially through IPO. Such public offer allows a company to raise funds for expansion of business, improving infrastructure, and repay its debts, among others. Trading in an open market also increases a company’s liquidity and provides a scope for issuance of more shares in raising further capital for business.

The Securities and Exchange Board of India is the regulatory body that monitors IPO. As per its guidelines, a requisite due enquiry is conducted for a company’s authenticity, and the company is required to mention its necessary details in the prospectus for a public issue.

• Private placement

When a company offers its securities to a small group of investors, it is called private placement. Such securities may be bonds, stocks or other securities, and the investors can be both individual and institutional.

Private placements are easier to issue than initial public offerings as the regulatory stipulations are significantly less. It also incurs reduced cost and time, and the company can remain private. Such issuance is suitable for start-ups or companies which are in their early stages. The company may place this issuance to an investment bank or a hedge fund or place before ultra-high net worth individuals (HNIs) to raise capital.

• Preferential issue

A preferential issue is one of the quickest methods available to companies for raising capital. Both listed and unlisted companies can issue shares or convertible securities to a select group of investors. However, the preferential issue is neither a public issue nor a rights issue. The shareholders in possession of preference shares stand to receive the dividend before the ordinary shareholders are paid.

• Qualified institutional placement

Qualified institutional placement is another kind of private placement where a listed company issues securities in the form of equity shares or partly or wholly convertible debentures apart from such warrants convertible to equity shares and purchased by a Qualified Institutional Buyer (QIB).

QIBs are primarily such investors who have the requisite financial knowledge and expertise to invest in the capital market. Some QIBs are:

• Foreign Institutional Investors registered with the Securities and Exchange Board of India.
• Foreign Venture Capital Investors.
• Alternate Investment Funds.
• Mutual Funds.
• Public Financial Institutions.
• Insurers.
• Scheduled Commercial Banks.
• Pension Funds.

Issuance of qualified institutional placement is simpler than preferential allotment as the former does not attract standard procedural regulations like submitting pre-issue filings to SEBI. The process thus becomes much easier and less time-consuming.

• Rights and bonus issues

Another issuance in the primary market is rights and bonus issue, in which the company issues securities to existing investors by offering them to purchase more securities at a predetermined price (in case of rights issue) or avail allotment of additional free shares (in case of bonus issue).

For rights issues, investors retain the choice of buying stocks at discounted prices within a stipulated period. Rights issue enhances control of existing shareholders of the company, and also there are no costs involved in the issuance of these kinds of shares. For bonus issues, stocks are issued by a company as a gift to its existing shareholders. However, the issuance of bonus shares does not infuse fresh capital.

Secondary Market

The term “secondary market” is also used to refer to the market for any used goods or assets, or an alternative use for an existing product or asset where the customer base is the second market (for example, corn has been traditionally used primarily for food production and feedstock, but a “second” or “third” market has developed for use in ethanol production).

A secondary market is a platform wherein the shares of companies are traded among investors. It means that investors can freely buy and sell shares without the intervention of the issuing company. In these transactions among investors, the issuing company does not participate in income generation, and share valuation is rather based on its performance in the market. Income in this market is thus generated via the sale of the shares from one investor to another.

In the secondary market, securities are sold by and transferred from one investor or speculator to another. It is therefore important that the secondary market be highly liquid (originally, the only way to create this liquidity was for investors and speculators to meet at a fixed place regularly; this is how stock exchanges originated, see History of the Stock Exchange). As a general rule, the greater the number of investors that participate in a given marketplace, and the greater the centralization of that marketplace, the more liquid the market.

Fundamentally, secondary markets mesh the investor’s preference for liquidity (i.e., the investor’s desire not to tie up his or her money for a long period of time, in case the investor needs it to deal with unforeseen circumstances) with the capital user’s preference to be able to use the capital for an extended period of time.

Accurate share price allocates scarce capital more efficiently when new projects are financed through a new primary market offering, but accuracy may also matter in the secondary market because:

1) Price accuracy can reduce the agency costs of management, and make hostile takeover a less risky proposition and thus move capital into the hands of better managers

2) Accurate share price aids the efficient allocation of debt finance whether debt offerings or institutional borrowing.

Functions of Secondary Market

• A stock exchange provides a platform to investors to enter into a trading transaction of bonds, shares, debentures and such other financial instruments.
• Transactions can be entered into at any time, and the market allows for active trading so that there can be immediate purchase or selling with little variation in price among different transactions. Also, there is continuity in trading, which increases the liquidity of assets that are traded in this market.
• Investors find a proper platform, such as an organised exchange to liquidate the holdings. The securities that they hold can be sold in various stock exchanges.
• A secondary market acts as a medium of determining the pricing of assets in a transaction consistent with the demand and supply. The information about transactions price is within the public domain that enables investors to decide accordingly.
• It is indicative of a nation’s economy as well, and also serves as a link between savings and investment. As in, savings are mobilised via investments by way of securities.

Different Instruments in the Secondary Market 

The instruments traded in a secondary market consist of fixed income instruments, variable income instruments, and hybrid instruments.

• Fixed income instruments

Fixed income instruments are primarily debt instruments ensuring a regular form of payment such as interests, and the principal is repaid on maturity. Examples of fixed income securities are debentures, bonds, and preference shares.

Debentures are unsecured debt instruments, i.e., not secured by collateral. Returns generated from debentures are thus dependent on the issuer’s credibility.

As for bonds, they are essentially a contract between two parties, whereby a government or company issues these financial instruments. As investors buy these bonds, it allows the issuing entity to secure a large amount of funds this way. Investors are paid interests at fixed intervals, and the principal is repaid on maturity.

Individuals owning preference shares in a company receive dividends before payment to equity shareholders. If a company faces bankruptcy, preference shareholders have the right to be paid before other shareholders.

• Variable income instruments

Investment in variable income instruments generates an effective rate of return to the investor, and various market factors determine the quantum of such return. These securities expose investors to higher risks as well as higher rewards. Examples of variable income instruments are equity and derivatives.

Equity shares are instruments that allow a company to raise finance. Also, investors holding equity shares have a claim over net profits of a company along with its assets if it goes into liquidation.

As for derivatives, they are a contractual obligation between two different parties involving pay-off for stipulated performance.

• Hybrid instruments

Two or more different financial instruments are combined to form hybrid instruments. Convertible debentures serve as an example of hybrid instruments.

Types of Secondary Market

Secondary markets are primarily of two types – Stock exchanges and over-the-counter markets.

• Stock exchange

Stock exchanges are centralised platforms where securities trading take place, sans any contact between the buyer and the seller. National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) are examples of such platforms.

Transactions in stock exchanges are subjected to stringent regulations in securities trading. A stock exchange itself acts as a guarantor, and the counterparty risk is almost non-existent. Such a safety net is obtained via a higher transaction cost being levied on investments in the form of commission and exchange fees.

• Over-the-counter (OTC) market

Over-the-counter markets are decentralised, comprising participants engaging in trading among themselves. OTC markets retain higher counterparty risks in the absence of regulatory oversight, with the parties directly dealing with each other. Foreign exchange market (FOREX) is an example of an over-the-counter market.

In an OTC market, there exists tremendous competition in acquiring higher volume. Due to this factor, the securities’ price differs from one seller to another.

Apart from the stock exchange and OTC market, other types of secondary market include auction market and dealer market.

The former is essentially a platform for buyers and sellers to arrive at an understanding of the rate at which the securities are to be traded. The information related to pricing is put out in the public domain, including the bidding price of the offer.

Dealer market is another type of secondary market in which various dealers indicate prices of specific securities for a transaction. Foreign exchange trade and bonds are traded primarily in a dealer market.

Demand and Supply are two pillars of business economics. Demand is the quantity of a good or service that consumers are willing and able to purchase at different prices during a period of time.

Supply refers to the amount of a good or service that the producers/providers are willing and able to offer to the market at various prices during a period of time. There are two important aspects of supply:

• Supply refers to what is offered for sale and not what is finally sold.
• Supply is a flow. Hence, it is a certain quantity per day or week or month, etc.

Determinants of Supply

Price of Related Goods

Let’s say that the price of wheat rises. Hence, it becomes more profitable for firms to supply wheat as compared to corn or soya bean. Hence, the supply of wheat will rise, whereas the supply of corn and soya bean will experience a fall.

Hence, we can say that if the price of related goods rises, then the firm increases the supply of the goods having a higher price. This leads to a drop in the supply.

Price of the Good/ Service

The most obvious one of the determinants of supply is the price of the product/service. With all other parameters being equal, the supply of a product increases if its relative price is higher. The reason is simple. A firm provides goods or services to earn profits and if the prices rise, the profit rises too.

Price of the Factors of Production

Production of a good involves many costs. If there is a rise in the price of a particular factor of production, then the cost of making goods that use a great deal of that factors experiences a huge increase. The cost of production of goods that use relatively smaller amounts of the said factor increases marginally.

For example, a rise in the cost of land will have a large effect on the cost of producing wheat and a small effect on the cost of producing automobiles.

Therefore, the change in the price of one factor of production causes changes in the relative profitability of different lines of production. This causes producers to shift from one line to another, leading to a change in the supply of goods.

Government Policy

Commodity taxes like excise duty, import duties, GST, etc. have a huge impact on the cost of production. These taxes can raise overall costs. Hence, the supply of goods that are impacted by these taxes increases only when the price increases. On the other hand, subsidies reduce the cost of production and usually lead to an increase in supply.

State of Technology

Technological innovations and inventions tend to make it possible to produce better quality and/or quantity of goods using the same resources. Therefore, the state of technology can increase or decrease the supply of certain goods.

Other Factors

There are many other factors affecting the supply of goods or services like the government’s industrial and foreign policies, the goals of the firm, infrastructural facilities, market structure, natural factors etc.

If an industry is composed of only two giant firms, each selling identical products and having half of the total market, there is every likelihood of collusion between the two firms. The firms may agree on a price, or divide the market, or assign quota, or merge themselves into one unit and form a monopoly or try to differentiate their products or accept the price fixed by the leader firm, etc., etc.

In case the duopolists producing perfect substitute engage in price competition, the firm having lower costs, better goodwill and clientele will drive the rival firm out of the market and then establish a monopoly.

If the products of the duopolists are differentiate, each firm will have a close watch on the actions of its rival firms. The firms manufacturing good quality products with lesser cost will earn abnormal profits. Each firm will fix the price of the commodity and expand output in accordance with the demand of the commodity in the market.

Duopoly Models:

There are four main duopoly models which explain the price and quantity determinations in duopoly. These models are:

(i) Classical Model of Cournot and Edge Worth.

(ii) Hotellings Spatial Equilibrium Model.

(iii) Stackelberg’s Model.

(iv) Modern Game Theory Model.

(i) Cournot and Edgeworth Model:

Cournot approach is based, on the assumptions that rivals output remains the same and one duopolists plans to change in his output. Edgeworth model assumes that rival’s price of the good to remain unchanged as one duopolists plans a change in his price of the good.

(ii) Stackberg’s Approach:

It is based on the assumptions that one of the duopolists is a ‘Leader’ and the other is the follower.

(iii) Hotelling Spatial Equilibrium Model:

In this model, the products of the duopolists are differentiate in the eyes of the buyers by virtue of the location of the duopolists.

(iv) Game Theory Approach:

Whenever there are two or a few firms competing in an industry for profit, each firm can and dose react to the price, quantity, quality and product changes which other firm undertakes. The duopolists or oligopoly have a reaction function. As firms under duopoly are independent, they, therefore, employ strategies. The competing firm also make plans to contract and makes decisions about output and price of the good keeping in view the strategy of its rivals. The plans made by these firm, are known as game strategies. The game theory model describes the firms, interaction model. It is the analytical framework in which two or more firms compete for economics profits that depend on the strategy that the others employ.

All games theory models have at least three common elements:

(a) Players: Players in the game theory are the firms.

(b) Strategies: Strategies are the plans, the possible choices of the firms for production of output, prices of goods, changes in the quality of the product

(c) Pay offs (economic profit): These are the profits or losses realized by the firm.

A diversity of specific market situations works against the development of a single, generalized explanation of how an oligopoly determines price and output.

Pure monopoly, monopolistic competition and perfect competition, all refer to rather clear-cut market arrangements; oligopoly docs not.

“Oligopoly is an industry structure characterized by a small number of firms producing all or most of the output of some good that may or may not be differentiated”.

Price and Output Determination Under Oligopoly

• Cournot’s Model
• Stackelberg Model
• Bertrand Model
• Edgeworth Model
• Collusive Oligopoly

Cournot’s Model

As per Cournot’s model, each duopolist thinks that regardless of his actions and the effect upon the market of the product the other will go on producing the same commodity.

Cournot model says if the output of a firm is two- thirds of the competitive output and the price is two–third, this is most profitable i.e., monopoly price.

Stackelberg Model

The producer under a duopoly structure integrates the decision level of his rival. It then integrates in its own profit function and thereby maximizes profit. Thus, Leader-follower relation emerges.

Bertrand Model

According to this model, producers try to set lower the price until the price is equal to the cost of production.

Edgeworth Model

Each duopolist thinks that his rival will continue to charge the same price as he is just doing irrespective of what price he decided to set. No determinate equilibrium will exist under duopoly.

Collusive Oligopoly

According to this model, firms form a cartel. Firms jointly fix the price and output with a view to maximizing joint profit. For example, OPEC countries form a cartel.

Explanation of Price and Output Determination Under Oligopoly

We cannot explain the pricing and output decisions under duopoly a single theory. It will not be satisfactory. The reasons are:

(i) The number of firms may vary which is dominating the market. Sometimes there may be only two or three firms that dominate the entire market (Tight oligopoly). At another time there are 7 to 10 firms that capture 80% of the market (loose oligopoly).

(ii) The goods produced may or may not be standardized under oligopoly.

(iii) Sometimes the firms under oligopoly cooperate with each other in the fixing of price and output of goods. At another time, they choose to act independently.

(iv) Sometimes barriers to entry are very strong in oligopoly and at another time, they are quite loose.

(v) Sometimes A firm under oligopoly cannot certainly predict with the reaction of the rival firms if any changes occur in the prices and output of its goods. Considering the wide range of diversity of market situations, a number of models have been developed which explain the behavior of the oligopolistic firms.

• Price Determination in Non-Collusive Oligopoly:

In this case, each firm follows an independent price and output policy on the basis of its judgment about the reactions of his rivals. If the firms are producing homogeneous products, price war may occur. Each firm has to fix the price at the competitive level. On the contrary, in case of differentiated oligopoly, due to product differentiation, each firm has some monopoly control over the market and therefore charge near monopoly price.

Thus, the actual price may fall between the two limits:

(i) The Upper Limit of Monopoly Price and,

(ii) The Linear limit of Competitive Price.

Practically, there is every possibility to determine the exact price within these limits. However, there may be the following possibilities:

(i) There may be complete price instability in the market which results in price war.

(ii) The price may settle down at intermediate level due to the working of the market forces.

(iii) The firm may accept the prevailing price and adjust itself according to prevailing price.

So long as the firm earns adequate profits at the prevailing price, it may not try to change it. Any effort to change it may create uncertainties in the market. A firm will stick to that price to avoid uncertainties. Thus, the price tends to be rigid where oligopolist takes independent action.

• Equilibrium under Collusion:

The modern economists are of the view that independent price determination cannot exist for long in oligopoly. It leads to uncertainty and insecurity and to overcome them there is a tendency among oligopolists to act collectively by tacit collusion. In addition, the firms can gain the economics of production. All the firms in oligopoly tend to enlarge their size and lower their costs of production per unit and capture maximum share of the market.

Collusive oligopoly is a situation in which firms in a particular industry decide to join together as a single unit for the purpose of maximising their joint profits and to negotiate among themselves so as to share the market.

Supply is the willingness and ability of producers to create goods and services to take them to market. Supply is positively related to price given that at higher prices there is an incentive to supply more as higher prices may generate increased revenue and profits. It is an economic term that refers to the amount of a given product or service that suppliers are willing to offer to consumers at a given price level at a given period.

Suppliers must anticipate price changes and quickly react to changes in demand or price. However, some market factors are hard to predict. For instance, the yield of commodities cannot be accurately estimated, yet their yields strongly affect prices.

When the price of a product is low, the supply is low. When the price of a product is high, the supply is high. This makes sense because companies are seeking profits in the market place. They are more likely to produce products with a higher price and likelihood of producing profits than not.

Factors of Supply

The factors of supply for a given product or service is related to:

• The price of the product or service
• The price of related goods or services
• The prices of production factors
• The price of inputs
• The number of production units
• Production technology
• Expectations of producers
• Government policies
• Random, natural or other factors

In the goods market, supply is the amount of a product per unit of time that producers are willing to sell at various given prices when all other factors are held constant. In the labor market, the supply of labor is the amount of time per week, month, or year that individuals are willing to spend working, as a function of the wage rate.

In financial markets, the money supply is the amount of highly liquid assets available in the money market, which is either determined or influenced by a country’s monetary authority. This can vary based on which type of money supply one is discussing.

Factors affecting supply

Innumerable factors and circumstances could affect a seller’s willingness or ability to produce and sell a good. Some of the more common factors are:

• Good’s own price: The basic supply relationship is between the price of a good and the quantity supplied. Although there is no “Law of Supply”, generally, the relationship is positive, meaning that an increase in price will induce an increase in the quantity supplied.
• Prices of related goods: For purposes of supply analysis related goods refer to goods from which inputs are derived to be used in the production of the primary good. For example, Spam is made from pork shoulders and ham. Both are derived from pigs. Therefore, pigs would be considered a related good to Spam. In this case the relationship would be negative or inverse. If the price of pigs goes up the supply of Spam would decrease (supply curve shifts left) because the cost of production would have increased. A related good may also be a good that can be produced with the firm’s existing factors of production. For example, suppose that a firm produces leather belts, and that the firm’s managers learn that leather pouches for smartphones are more profitable than belts. The firm might reduce its production of belts and begin production of cell phone pouches based on this information. Finally, a change in the price of a joint product will affect supply. For example, beef products and leather are joint products. If a company runs both a beef processing operation and a tannery an increase in the price of steaks would mean that more cattle are processed which would increase the supply of leather.
• Conditions of production: The most significant factor here is the state of technology. If there is a technological advancement in one good’s production, the supply increases. Other variables may also affect production conditions. For instance, for agricultural goods, weather is crucial for it may affect the production outputs. Economies of scale can also affect conditions of production.
• Expectations: Sellers’ concern for future market conditions can directly affect supply. If the seller believes that the demand for his product will sharply increase in the foreseeable future the firm owner may immediately increase production in anticipation of future price increases. The supply curve would shift out.
• Price of inputs: Inputs include land, labor, energy and raw materials. If the price of inputs increases the supply curve will shift left as sellers are less willing or able to sell goods at any given price. For example, if the price of electricity increased a seller may reduce his supply of his product because of the increased costs of production. Fixed inputs can affect the price of inputs, and the scale of production can affect how much the fixed costs translate into the end price of the good.
• Number of suppliers: The market supply curve is the horizontal summation of the individual supply curves. As more firms enter the industry, the market supply curve will shift out, driving down prices.
• Government policies and regulations: Government intervention can have a significant effect on supply. Government intervention can take many forms including environmental and health regulations, hour and wage laws, taxes, electrical and natural gas rates and zoning and land use regulations.

Supply function assumptions

1) Constant returns to scale could be permitted, in which case, if profit maximization at a nonzero output is possible at all, then it necessarily occurs at all levels of output.

2) Shifting from the short-run to the long-run context imposes a second form of assumption modification. This requires the elimination of all fixed inputs so that each b il  = 0, and the inclusion of the long-run equilibrium condition π il  = 0 for every firm.

3) A third possibility for assumption modification is the introduction of imperfectly competitive elements that give firms some influence over the prices they charge for their outputs.

CEO

A CEO, which stands for Chief Executive Officer, is the highest-ranking individual in a company or organization. The CEO is responsible for the overall success of a business entity or other organization and for making top-level managerial decisions. They may ask for input on major decisions, but they are the ultimate authority in making final decisions. There are other titles for CEOs, such as chief executive, president, and managing director.

Roles and Responsibilities of the CEO

In addition to the overall success of an organization or company, the CEO is responsible for leading the development and execution of long-term strategies, with the goal of increasing shareholder value.

The roles and responsibilities of a CEO vary from one company to another, often depending on the organizational structure and/or size of the company. In smaller companies, the CEO takes on a more “hands-on role”, such as making lower-level business decisions (e.g., hiring of staff). In larger companies, he or she usually only deals with high-level corporate strategy and major company decisions. Other tasks are delegated to managers or departments.

There is no standardized list of the roles and responsibilities of a chief executive officer. The typical duties, responsibilities, and job description of a CEO include:

• Communicating, on behalf of the company, with shareholders, government entities, and the public
• Leading the development of the company’s short- and long-term strategy
• Creating and implementing the company or organization’s vision and mission
• Evaluating the work of other executive leaders within the company, including directors, vice presidents, and presidents
• Maintaining awareness of the competitive market landscape, expansion opportunities, industry developments, etc.
• Ensuring that the company maintains high social responsibility wherever it does business
• Assessing risks to the company and ensuring they are monitored and minimized
• Setting strategic goals and making sure they are measurable and describable.

Responsibilities of Chief Executive Officer

There is no standardized list of the major functions and responsibilities carried out by position of chief executive officer. The following list is one perspective and includes the major functions typically addressed by job descriptions of chief executive officers.

1. Board Administration and Support

Supports operations and administration of Board by advising and informing Board members, interfacing between Board and staff, and supporting Board’s evaluation of chief executive

2. Program, Product and Service Delivery

Oversees design, marketing, promotion, delivery and quality of programs, products and services

3. Financial, Tax, Risk and Facilities Management

Recommends yearly budget for Board approval and prudently manages organization’s resources within those budget guidelines according to current laws and regulations

4. Human Resource Management

Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations

5. Community and Public Relations

Assures the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant stakeholders

6. Fundraising (nonprofit-specific)

Oversees fundraising planning and implementation, including identifying resource requirements, researching funding sources, establishing strategies to approach funders, submitting proposals and administrating fundraising records and documentation.

CFO

The primary job responsibility of the Chief Financial Officer (CFO) is to optimize the financial performance of a company, including its reporting, liquidity, and return on investment. This guide will answer the question of, “What does a CFO do?”

Within a company, these responsibilities fall into departments typically known as the controller’s group, treasury, and financial planning and analysis (FP&A).

Role

Reporting

Reporting takes up a lot of a CFO’s time, and this responsibility typically resides in the Controller’s group.  This team of professionals prepares all of the company’s historical financial reports required for shareholders, employees, lenders, research analysts, governments, and regulatory bodies.  This group is responsible for ensuring all reporting is prepared in an accurate and timely manner.

Liquidity

The CFO needs to ensure the company is able to meet its financial commitments and manage cash flow in the most efficient way.  These responsibilities are usually carried out by the treasury group, which is often smaller than the reporting team.  This group is tasked with managing the company’s cash balance and working capital, such as accounts payable, accounts receivable, and inventory.  They also carry out the issuing of any debt, managing investments, and handle other liquidity-related decisions.

Return on Investment

The third thing a CFO does is help earn the company earn the highest possible risk-adjusted return on assets and return on capital (or return on equity).  This is where the financial planning and analysis FP&A team comes in to help the CFO forecast future cash flow of the business and then compare actual results to what was budgeted.  The FP&A team plays a critical role in analytics and decision making in the business.

If the company has a corporate development team, they also play a big part in creating (or attempting to create) optimal investment returns for the business.

COO

A chief operating officer (COO), also called a chief operations officer, is one of the highest-ranking executive positions in an organization, comprising part of the “C-suite”. The COO is usually the second-in-command at the firm, especially if the highest-ranking executive is the chairperson and CEO. The COO is responsible for the daily operation of the company and its office building and routinely reports to the highest-ranking executive usually the chief executive officer (CEO).

Responsibilities and similar titles

Unlike other C-suite positions, which tend to be defined according to commonly designated responsibilities across most companies, a COO’s job tends to be defined in relation to the specific CEO with whom they work, given the close working relationship of these two individuals.

The selection of a COO is similar in many ways to the selection of a vice president or chief of staff of the United States: power and responsibility structures vary in government and private regimes depending on the style and needs of the president or CEO. Thus, the COO role meets individual expectations and changes as leadership teams adjust.

The COO position is common in firms that are operationally intensive, such as airline and automotive industries.

Despite the functional diversity associated with the role of COO, there are some common functions the COOs usually perform:

• At the direction of the CEO and board of directors, marshalling limited resources to the most productive uses with the aim of creating maximum value for the company’s stakeholders
• Developing and cascading the organization’s strategy/mission statement to the lower-ranking staff, and implementing appropriate rewards/recognition and coaching or corrective practices to align personnel with company goals
• Planning by prioritizing customer, employee, and organizational requirements
• Maintaining and monitoring staffing, levels, knowledge-skills-attributes (KSA), expectations and motivation to fulfil organizational requirements
• Driving performance measures for the operation (including a consideration of efficiency versus effectiveness), often in the form of dashboards convenient for review of high-level key indicators

CTO

A chief technical officer (CTO), sometimes known as a chief technology officer or chief technologist, is an executive-level position in a company or other entity whose occupation is focused on the scientific and technological issues within an organization.

A CTO is very similar to a chief information officer (CIO). CTOs will make decisions for the overarching technology infrastructure that closely align with the organization’s goals, while CIOs work alongside the organization’s IT staff members to perform everyday operations. A CTO should be aware of new and existing technologies to guide the company’s future endeavors. The attributes of the roles a CTO holds vary from one company to the next, mainly depending on their organizational structure.

The CTO may be called a product manager with the primary goal of managing a tech team and making business critical tech decisions, such as tech design planning, product architecture layout, and development platform selection.

A Chief Technology Officer job description could also include some practical aspects if a tech team doesn’t have the knowledge or resources to complete a task, then it is down to the CTO to find a solution. It’s no wonder they have to obtain a wide variety of tech and ‘soft’ skills.

CTO as a service is one more approach that is gaining momentum in 2020. Just as engineering task execution, tech supervision, and management have been outsourced to save project budget costs.

CKO

A chief knowledge officer (CKO) is a loosely defined role in some organizations that achieved some prominence during the 1990s and 2000s that supervises knowledge management. In general, their duties involve intellectual capital and organizing preservation and distribution of knowledge in an organization. The position sometimes overlaps with the title of “chief information officer”; CIOs tend to be more focused on information technology within an organization (computer systems and the like), while CKOs have more nebulous portfolios including matters such as overseeing patent applications, internal training and documentation, knowledge sharing, and promoting innovative research.

CKOs are frequently directly appointed by the CEO given their broad domains, since their responsibilities generally cut across organizational boundaries. As a result, exactly what a CKO works on can vary greatly from organization to organization.

By the 2010s, the role became less common; while knowledge management programs are still an important part of corporations and other organizations, a direct officer called Chief Knowledge Officer has fallen out of favor somewhat.

CKO can help an organization to:

• Maximize the return on investment (ROI) in knowledge.
• Maximize benefits from intangible assets, such as branding and customer relationships.
• Repeat successes and analyze and learn from failures.
• Promote best practices.
• Foster innovation.
• Avoid the loss of knowledge that can result from loss of personnel.

CRO

A chief risk officer is a corporate executive responsible for identifying, analyzing, and mitigating internal and external risks. The chief risk officer works to ensure that the company complies with government regulations, such as Sarbanes-Oxley, and reviews factors that could hurt investments or a company’s business units.

CROs typically have post-graduate education with more than 20 years of experience in accounting, economics, legal, or actuarial backgrounds. They are also referred to as chief risk management officers (CRMO).

The chief risk officer (CRO) or chief risk management officer (CRMO) of a firm or corporation is the executive accountable for enabling the efficient and effective governance of significant risks, and related opportunities, to a business and its various segments. Risks are commonly categorized as strategic, reputational, operational, financial, or compliance-related. CROs are accountable to the Executive Committee and The Board for enabling the business to balance risk and reward. In more complex organizations, they are generally responsible for coordinating the organization’s Enterprise Risk Management (ERM) approach. The CRO is responsible for assessing and mitigating significant competitive, regulatory, and technological threats to a firm’s capital and earnings. The CRO roles and responsibilities vary depending on the size of the organization and industry. The CRO works to ensure that the firm is compliant with government regulations, such as Sarbanes-Oxley, and reviews factors that could negatively affect investments. Typically, the CRO is responsible for the firm’s risk management operations, including managing, identifying, evaluating, reporting and overseeing the firm’s risks externally and internally to the organization and works diligently with senior management such as Chief Executive officer and Chief Financial Officer.

The role of the Chief Risk Officer (CRO) is becoming increasing important in financial, investment, and insurance sectors. According to Watson, the majority of CROs agreed that having only exceptional analytical skill is not sufficient. The most successful CROs are able to combine these skills with highly developed commercial, strategic, leadership and communication skill to be able to drive change and make a difference in an organization. CROs typically have post graduate education with over 20 years of experience in accounting, economics, legal or actuarial backgrounds. A business may find a risk acceptable; however, the company as a whole may not. CROs need to balance risks with financial, investment, insurance, personnel and inventory decisions to obtain an optimum level for stakeholders. According to a study by Morgan McKinley, a successful CRO must be able to deal with complexity and ambiguity, and understand the bigger picture.

The types of threats the CRO usually keeps watch for can be grouped into regulatory, competitive, and technical categories. As noted, companies must ensure they are in compliance with regulatory rules and fulfilling their obligations on reporting accurately to government agencies.

CROs must also check for procedural issues within their companies that may create exposure to a threat or liability. For example, if a company handles sensitive data from a third party, such as personal health information, there may be layers of security that the company is required to maintain to ensure that data is kept confidential. If there are lapses in that security such as when an employee allows an unauthorized person, even within the company, to have access to a company computer that contains such data it can be a form of exposure that a CRO must address. Unauthorized access to sensitive data may also constitute a competitive risk if there is the potential for rival organizations to use such information to take away clients or otherwise damage the public image of the company.

CIO

Chief information officer (CIO) is an executive job title commonly given to the person at an enterprise in charge of information technology (IT) strategy and the computer systems required to support the organization’s unique objectives and goals.

Chief information officer (CIO), chief digital information officer (CDIO) or information technology (IT) director, is a job title commonly given to the most senior executive in an enterprise who works with information technology and computer systems, in order to support enterprise goals.

Typically, the CIO reports directly to the chief executive officer, but may also report to the chief operating officer or chief financial officer. In military organisations, the CIO reports to the commanding officer. The role of chief information officer was first defined in 1981 by William R. Synnott, former senior vice president of the Bank of Boston, and William H. Gruber, a former professor at the Massachusetts Institute of Technology Sloan School of Management. A CIO will sometimes serve as a member of the board of directors.

Roles and responsibilities

The chief information officer of an organization is responsible for several business functions. First and most importantly, the CIO must fulfill the role of a business leader. The CIO makes executive decisions regarding matters such as the purchase of IT equipment from suppliers or the creation of new IT systems. Also, as a business leader, the CIO is responsible for leading and directing the workforce of their specific organization. A CIO is typically “required to have strong organizational skills.” This is particularly relevant for the chief information officer of an organization who must balance roles and responsibilities in order to gain a competitive advantage, whilst keeping the best interests of the organisation’s employees in mind. CIOs also have the responsibility of recruiting, so it is important that they work proactively to source and nurture the best employees possible.

The CIO reports to the chief executive officer (CEO) and at some companies the CIO has a seat on the executive board. CIOs work closely with their IT staff and recent studies show there is a benefit in strengthening the CIO-CMO (chief marketing officer) relationship. According to IBM’s Global C-suite Study, which was published in 2014, companies at which the CEO, CIO and CMO work more closely together than with other C-level executives tend to outperform competitors. The CIO also has a close relationship with the chief financial officer (CFO). In fact, that’s the strongest relationship between CIOs and other C-level execs, according to IBM. After the CFO, the CIO has close relationships with the CEO, CMO, chief supply chain officer (CSCO) and the chief human resources officer (CHRO).

A Chairman or Chairperson is a person who is elected to act as the Presiding Officer to conduct the proceedings of a meeting.

The term Chairman is not defined under the Companies Act, 2013 (Act). As per the relevant regulations of Article of Association (AOA) of the Company and relevant Sections casts various powers, obligation and functions for the chairman.

Section 118 of the Act extensibly refers to minutes of proceedings of general meetings and of Board and other meetings, where the Chairman has to conduct the meeting of its Board of Directors and the power of Chairman on inclusion of matters in minutes of meeting.

With reference to the above provisions and as those stated in AOA as a matter of convention, the Chairman of a Company presides over the meetings of the board.  Therefore, the Chairman has the powers under the common law, such as:

• The power to preside over the meetings,
• Bring the discussion on any question and
• The Power

The Chairman is the chief authority to conduct and control the meeting. He is the umpire of debate and the upholder of or­der and decorum.

A motion is a topic or subject proposed as a basis of dis­cussion. Since a member at a meeting formally introduces or moves a subject for discussion it is called a motion. With the permission of the chairman a motion is moved by an individual. He ‘secures the floor’, addresses the chairman and makes a short speech in support of the motion.

Immediately after that another member stands up and ‘seconds’ it. A motion when seconded is called a proposal and it is before the meeting. If no one seconds a motion, it ‘falls to the ground’ and no discussion takes place on it. A formal motion like ‘point of order’ or a motion by the chairman does not require seconding.

Consequences of a Motion:

Once a motion is moved and seconded the following events will happen:

(1) Discussion on the topic will start- The members or the participants, intending to speak (a proxy cannot speak) on it either in favour or against, will take permission of the chairman or speak.

(2) Amendments or alterations may be suggested by some others. Amendment of an amendment may be suggested.

(3) After a discussion for a long time, the chairman may order or the members may ask for closure.

(4) Voting on the proposal shall take place. If any amend­ment is suggested then the amendment shall be put to vote first. If the amendment is passed then the original motion as altered shall be put to vote. If the amendment is lost then the original motion shall be put to vote. The motion, with or without amendment, if passed, then there is a resolution.

(5) A motion, which is before the meeting, may be withdrawn by the proposer before it has been voted upon provided the secondary also agrees it to withdraw it.

(6) Once a motion passed into a resolution may be recon­sidered if a large number of participants want to reconsider it after their second thought and the chairman permits.

Rules Regarding Motion:

(1) Only one ‘motion can be moved at a time.

(2) A motion should preferably be placed in writing, signed by the mover.

(3) The wording must be properly made so that it can be converted into a resolution in proper form. Generally, the help of the secretary is sought in this respect as he is an expert in this line.

(4) Usually, the language of a motion is ‘affirmative’ i.e., an intention to do something. Some formal motions may be ‘negative’.

(5) The language shall be clear and unambiguous (no double meaning).

(6) It shall be within the powers of the body that is holding the meeting.

(7) It shall be within the scope of the notice.

Types of Motions:

Motions are of different types.

The classifica­tion is on the basis of importance and procedure of moving. They are:

(1) Primary Motion:

It means a motion related to some important function of the organisation. For example, a motion on the section of an individual as director of a company. It is also known as the original motion.

(2) Secondary Motion:

It means a motion related to some amendment of a motion. Sometimes some words are added as adden­dum to a primary motion or a rider is added as a further action.

(3) Substantive Motion:

When a proposed amendment to a motion is voted upon and passed, then the original motion has to be altered before it is put to vote. A motion, when amended, is called a substantive motion.

(4) Formal Motions:

Discussions at a meeting may be interrup­ted by raising various kinds of formal or dilatory motions.

The purposes for such motions are:

(1) To raise any objection against somebody’s speech.

(2) To hasten the decision by shortening discus­sion.

(3) To kill time so that decision is delayed.

Different kinds of formal motions are discussed below:

(A) Point of Order:

It is a motion meant for expressing objection or complaint by a member against the speech made by; another. A member cannot raise a ‘point of order’ because he dis­agrees with the speaker or chairman ordinarily.

But he can raise it on any one of the following justified reasons:

(i) Incorrect proce­dure of meeting is followed. The point of order is raised against the conduct of the chairman. For example, the chairman allows an item not mentioned in the agenda, to be raised by a member.

(ii) Irrelevant things are said by any member unnecessarily and thereby wasting time.

(iii) If a member uses some unparliamentarily language, i.e. words which are not allowed to be used inside Parliament and hence not to be allowed inside any other meeting place.

(iv) If any rule regarding meetings as given in the bye-laws of the association is transgressed or violated.

(v) When a speaker makes some remarks against any member which are defamatory or malicious or insulting.

(vi) When a member draws the attention of the chairman that quorum has fallen due to early leaving of some member or members.

Any member may raise a point of order by drawing the attention of the chairman and ask for his ruling. Such a formal motion does not require seconding. The chairman may approve or disapprove the point of order and accordingly give his ruling. He either says ‘Yes, it is out of order’ or ‘No, it is in order’.

Sometimes unnecessarily ‘points of order’ are raised by a member or a group of members to interrupt the debate and to kill the time so that the proposal under discussion is not put to vote as he or they fears or fear that the resolution, which is sure to be passed will go against his or their interest.

Sometimes a chairman, being biased, consistently disapproves justified points of order. In that case members in a large majority may raise a ‘No confidence’ move against the chairman.

(B) Closures:

There are certain types of motions called closures which are moved for the purpose of stopping discussion. A motion for closure needs seconding. A closure is also known as a ‘gag’. The chairman himself may apply closure to stop a debate but generally he hesitates to take such move because the members may think that he is biased. And he is trying to impose the will of the majority group on the minority group among the members. It is desirable that mem­bers themselves put an end to discussions.

SEBI constituted this Committee under the chairmanship of N.R. Narayana Murthy, chairman and mentor of Infosys, and mandated the Committee to review the performance of corporate governance in India and make appropriate recommendations. The Committee submitted its report in February 2003.

The main items of Committee recommendations are as follows:

(a) Persons should be eligible for the office of non-executive director so long as the term of office did not exceed nine years (in three terms of three years each, running continuously).

(b) The age limit for directors to retire should be decided by companies themselves.

(c) All audit committee members shall be non-executive directors. They should be financially literate and at least one member should have accounting or related financial management expertise.

(d) Audit committee of listed companies shall review mandatorily the information, viz.:

(i) Financial statements and draft audit reports,

(ii) Management discussion and analysis of financial condition and operating results,

(iii) Risk management reports,

(iv) Statutory auditors’ letter to management regarding internal control weaknesses, and

(v) Related party transactions.

(e) The audit committee of the parent company shall also review the financial statements, in particular, the investments made by the subsidiary company.

(f) A statement of all transactions with related parties including their bases should be placed before the independent audit committee for formal approval/ratification. Of any transaction is not on an arm’s length basis, management should provide an explanation to the audit committee, justifying the same.

(g) Procedures should be in place to inform board members about the risk assessment and minimisation procedures.

(h) Companies raising money through an Initial Public Offering (IPO) shall disclose to the audit committee, the uses/application of funds by major category (capital expenditure, sales and marketing, working capital etc.) on a quarterly basis. On an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document/prospectus. This statement shall be certified by the independent auditors of the company. The audit committee should make appropriate recommendations to the board to take up steps in this matter.

(i) It should be obligatory for the board of a company to lay down the code of conduct for all board members and senior management of a company. They shall affirm compliance with the code on an annual basis. The annual report of the company shall contain a declaration to this effect signed off by the CEO and COO.

(j) A director to become independent shall satisfy the various conditions laid down by the Committee.

(k) Personnel two observe an unethical or improper practice (not necessarily a violation of law) should be able to approach the audit committee without necessarily informing their supervisors. Companies shall take measures to ensure that this right of access is communicated to all employees through means of internal circulars etc. Companies shall annually affirm that they have not denied any personal access to the audit committee of the company (in respect of matters involving alleged misconduct) and that they have provided protection to whistle blowers from unfair termination and other unfair or prejudicial employment practices. Such affirmation shall form a part of the board report on corporate governance that is required to be prepared and submitted together with the annual report.

(l) For all listed companies there should be a certification by the CEO and CFO confirming, the financial statements as true and fair in compliance with the existing accounting standards, effectiveness of internal control system, disclosure of significant fraud and significant changes in internal control and/or of accounting policies to the auditors and the audit committee. It is worth noting here that majority of the recommendations of this committee have been accepted by SEBI and thereby incorporated in the revised Clause 49 of the Listing Agreement in 2003 and 2004.

Chandra Committee

Consequent to the several corporate debacles in the USA in 2001, followed by the stringent enactments of Sarbanes Oxley Act, Government of India appointed Naresh Chandra Committee in 2002 to examine and recommended drastic amendments to the law pertaining to auditor-client relationships and the role of independent directors.

The main recommendations of the Committee are given below:

(a) The minimum board size of all listed companies as well as unlisted public limited companies with paid-up share capital and free reserves of Rs. 100 million and above, or turnover of Rs. 500 million and above, should be seven, of which at least four should be independent directors.

(b) No less than 50% of the board of directors of any listed company as well as unlisted public limited companies with a paid-up share capital and free reserves of Rs. 100 million and above or turnover of Rs. 500 million and above, should consist of independent directors.

(c) In line with the international best practices, the committee recommended a list of disqualification for audit assignment which included prohibition of:

(i) Any direct financial interest in the audit client,

(ii) Receiving any loans and/or guarantees,

(iii) Any business relationship,

(iv) Personal relationship by the audit firm, its partners, as well as their direct relatives, prohibition of

(v) Service or cooling off period for a period of at least two years, and

(vi) Undue dependence on an audit client.

(d) Certain services should not be provided by an audit firm to any audit client, viz.:

(i) Accounting and book keeping,

(ii) Internal audit,

(iii) Financial information design,

(iv) Actuarial,

(v) Broker, dealer, investment advisor, investment banking,

(vi) Outsourcing,

(vii) Valuation,

(viii) Staff recruitment for the client etc.

(e) The audit partners and at least 50% of the engagement team responsible for the audit of either a listed company, or companies whose paid-up capital and free reserves exceeds Rs. 100 million or companies whose turnover exceeds Rs. 500 million, should be rotated every 5 years.

(f) Before agreeing to be appointed (Section 224 (i)(b)), the audit firm must submit a certificate of independence to the audit committee or to the board of directors of the client company.

(g) There should be a certification on compliance of various aspects regarding corporate governance by the CEO and CFO of a listed company.

It is interesting to note that majority of the recommendations of this committee are the culmination of the provisions of Sarbanes Oxley Act of the USA.

The Sarbanes-Oxley Act of 2002 is a law the U.S. Congress passed on July 30 of that year to help protect investors from fraudulent financial reporting by corporations. Also known as the SOX Act of 2002 and the Corporate Responsibility Act of 2002, it mandated strict reforms to existing securities regulations and imposed tough new penalties on lawbreakers.

The Sarbanes-Oxley Act of 2002 came in response to financial scandals in the early 2000s involving publicly traded companies such as Enron Corporation, Tyco International plc, and WorldCom. The high-profile frauds shook investor confidence in the trustworthiness of corporate financial statements and led many to demand an overhaul of decades-old regulatory standards.

The rules and enforcement policies outlined in the Sarbanes-Oxley Act of 2002 amended or supplemented existing laws dealing with security regulation, including the Securities Exchange Act of 1934 and other laws enforced by the Securities and Exchange Commission (SEC). The new law set out reforms and additions in four principal areas:

• Corporate responsibility
• Increased criminal punishment
• Accounting regulation
• New protections

Major elements

Public Company Accounting Oversight Board (PCAOB)

Title I consists of nine sections and establishes the Public Company Accounting Oversight Board, to provide independent oversight of public accounting firms providing audit services (“auditors”). It also creates a central oversight board tasked with registering auditors, defining the specific processes and procedures for compliance audits, inspecting and policing conduct and quality control, and enforcing compliance with the specific mandates of SOX.

Auditor Independence

Title II consists of nine sections and establishes standards for external auditor independence, to limit conflicts of interest. It also addresses new auditor approval requirements, audit partner rotation, and auditor reporting requirements. It restricts auditing companies from providing non-audit services (e.g., consulting) for the same clients.

Corporate Responsibility

Title III consists of eight sections and mandates that senior executives take individual responsibility for the accuracy and completeness of corporate financial reports. It defines the interaction of external auditors and corporate audit committees, and specifies the responsibility of corporate officers for the accuracy and validity of corporate financial reports. It enumerates specific limits on the behaviors of corporate officers and describes specific forfeitures of benefits and civil penalties for non-compliance. For example, Section 302 requires that the company’s “principal officers” (typically the Chief Executive Officer and Chief Financial Officer) certify and approve the integrity of their company financial reports quarterly.

Enhanced Financial Disclosures

Title IV consists of nine sections. It describes enhanced reporting requirements for financial transactions, including off-balance-sheet transactions, pro-forma figures and stock transactions of corporate officers. It requires internal controls for assuring the accuracy of financial reports and disclosures, and mandates both audits and reports on those controls. It also requires timely reporting of material changes in financial condition and specific enhanced reviews by the SEC or its agents of corporate reports.

Analyst Conflicts of Interest

Title V consists of only one section, which includes measures designed to help restore investor confidence in the reporting of securities analysts. It defines the codes of conduct for securities analysts and requires disclosure of knowable conflicts of interest.

Commission Resources and Authority

Title VI consists of four sections and defines practices to restore investor confidence in securities analysts. It also defines the SEC’s authority to censure or bar securities professionals from practice and defines conditions under which a person can be barred from practicing as a broker, advisor, or dealer.

Studies and Reports

Title VII consists of five sections and requires the Comptroller General and the SEC to perform various studies and report their findings. Studies and reports include the effects of consolidation of public accounting firms, the role of credit rating agencies in the operation of securities markets, securities violations, and enforcement actions, and whether investment banks assisted Enron, Global Crossing, and others to manipulate earnings and obfuscate true financial conditions.

Corporate and Criminal Fraud Accountability

Title VIII consists of seven sections and is also referred to as the “Corporate and Criminal Fraud Accountability Act of 2002”. It describes specific criminal penalties for manipulation, destruction or alteration of financial records or other interference with investigations, while providing certain protections for whistle-blowers.

White Collar Crime Penalty Enhancement

Title IX consists of six sections. This section is also called the “White Collar Crime Penalty Enhancement Act of 2002”. This section increases the criminal penalties associated with white-collar crimes and conspiracies. It recommends stronger sentencing guidelines and specifically adds failure to certify corporate financial reports as a criminal offense.

Corporate Tax Returns

Title X consists of one section. Section 1001 states that the Chief Executive Officer should sign the company tax return.

Corporate Fraud Accountability

Title XI consists of seven sections. Section 1101 recommends a name for this title as “Corporate Fraud Accountability Act of 2002”. It identifies corporate fraud and records tampering as criminal offenses and joins those offenses to specific penalties. It also revises sentencing guidelines and strengthens their penalties. This enables the SEC to resort to temporarily freezing transactions or payments that have been deemed “large” or “unusual”.