Jack Broyles is a professional author and formerly held the following positions: Professor of Treasury Management at Cranfield School of Management, Harold Walter Siebens Fellow in Finance at Templeton College Oxford, Senior Lecturer in Finance at Warwick Business School, and Lecturer in Finance at London Business School. Dr Broyles is also co-author with Julian Franks of the highly successful Modern Managerial Finance (published by John Wiley & Sons) and other textbooks. He is a consultant to numerous major companies and banks, and his industry experience includes Planning Manager for a multinational company.

Financial Management and Real Options

By Jack Broyles

John Wiley & Sons

Copyright © 2003 Jack Broyles
All right reserved.
ISBN: 978-0-471-89934-1

Chapter One

Financial Management and Corporate Governance

This introductory chapter paints a broad-brush picture of what finance is about and how financial management helps to steer the firm toward its financial objectives. First, we consider the financial problems of the small firm and then see how the same problems reappear in large corporations. We also describe the way these problems give rise to the functions performed by the principal financial officers of the firm and show how financial managers assist operating managers to make decisions that are more profitable. Finally, we discuss how the Chief Financial Officer draws upon the information, analysis, and advice of financial managers and staff when advising other members of the company’s board of directors concerning important issues such as shareholder relations, dividend policy, financial planning and policy, and major capital investments.

TOPICS

The chapter introduces the main concerns of financial management. In particular, we begin by addressing the following topics:

* the fundamental concerns of financial management;

* organization of the finance function;

* the principal financial officers;

* responsibilities of the principal financial officers;

* financial objectives;

* the role of financial management in corporate governance.

1-1 WHAT FINANCIAL MANAGEMENT IS REALLY ABOUT

If you were to start a small business of your own tomorrow, you soon would be involved in financial management problems. Having first conceived of a unique product or service, perhaps in a market niche lacking competition, you must then develop a plan. The plan requires answers to some important questions; for instance, what assets will the business require? That is, what premises, equipment and inventories of merchandise and materials will the business need? The purchase of these resources can require substantial funds, particularly in the initial stages before generation of much sales revenue. In other words, you need access to money.

PLANNING

The strategy that you adopt for starting and operating your business will affect the amount of money you will need and when you will need it. If the money is not available at the right time and in the required amounts, you will have to alter your plans. As a result, your problems are those of a financial manager, more specifically, the company Treasurer. You have to translate the operating plan of your business into a financial plan that enables you to forecast how much capital you need and when.

FUNDING

At the same time, in your role as acting Treasurer, you have to begin building relationships with sympathetic bankers prepared to lend your business money when needed. Banks do not like to lend more than half the money that a business needs, because bankers do not like to take too many chances with their depositors’ money . Consequently, before you can borrow you must be willing to risk much of your own funds. If you do not have enough personal capital, you must try to find relations or other people who might be willing to contribute some money. In exchange for their capital, they will want to be part owners of the business and share in its profits. So, your business will require two kinds of capital: debt (the bank’s funds) and equity (the owners’ funds). This is an essential function of financial management: ensuring that your business has adequate funds available to operate efficiently and to exploit its opportunities.

CAPITAL INVESTMENT

When you have secured the capital that you need to acquire the assets required by the business, you face some further choices. Which assets do you need, and how do you choose between competing ones? If two business machines have different revenue-producing capabilities and different operating lives, you need some financial yardsticks to help you make a choice. How much money will each machine make each month, and for how many years? Is this cash income sufficient to justify the price that you would have to pay for each machine? Does the rate of return on the investment in either machine compare favorably with your other investment opportunities? Answers to such questions require analysis, and financial management is concerned in part with providing the techniques for this sort of analysis. A large company would employ financial analysts to make such comparisons for the company Treasurer.

FINANCIAL CONTROL

Once your business is in operation, you will engage in an enormous number of transactions. Sales slips, receipts, and checkbook entries pile up. You cannot rely on memory to handle information in the mounting piles of paper on your desk. Your sympathetic accountant says, “You need a management accounting system.” For a fee, he sets up a simple system for you.

The system involves keeping a journal that records all financial transactions each day, and various ledger accounts gathering transactions into meaningful categories. The sums in these accounts help you to get your business under control, or to know whether you are winning the battle between profit and loss. If you are losing, the accounts can provide some clues as to what to do about it. For example, they can show whether your prices cover all your costs.

Such an accounting system proves necessary but requires effort to maintain. When the business starts generating sufficient cash, you hire a bookkeeper to make the actual entries in the accounts. Still, the system requires some of your time because you must supervise the bookkeeper and interpret what the accounts might indicate about the health of your business.

FINANCIAL REPORTING

Now that you are keeping accounts regularly, you have made your outside accountant’s job much easier. At the end of the year, the accountant must add up your assets (what you own) and your liabilities (what you owe). Your total assets less your total liabilities represent your ”net worth”. If your net worth has increased during the year, you have made a profit, and your company will have to pay a tax on the taxable income.

FINANCIAL MANAGEMENT

All this detail requires much help from your accountant. As your business grows, you will be able to hire a full-time accountant, who will keep your accounts, prepare your tax returns and supervise your bookkeepers. A good Chief Accountant can also undertake financial analysis of potential investment decisions and help with financial planning and other treasury functions, including raising funds. Perhaps then your full-time accountant deserves the title of Chief Financial Officer (CFO), because he or she will be performing or supervising all the main functions of finance:

1. Planning and forecasting needs for outside financing.

2. Raising capital.

3. Appraising investment in new assets.

4. Financial reporting and control, and paying taxes.

Financial management mainly concerns planning, raising funds, analysis of project profitability, and control of cash, as well as the accounting functions relating to reporting profits and taxes. A financial manager is an executive who manages one or more of these functions. As we have seen, financial management plays a role in many facets of any business. That is why financial managers participate in virtually all the major decisions and occupy key positions at the center of all business organizations.

1-2 HOW FINANCE IS ORGANIZED IN CORPORATIONS

LIMITED LIABILITY

Individual entrepreneurs or a few business partners start most companies. The owners and the managers are thus the same people. Very soon, the owners usually will register the company as a limited liability company. One advantage of the corporate form is that the law treats a corporation as an entity distinct from its owners. This offers the advantage of limited liability. That is, the debt holders cannot force the owners to repay the corporation’s debt from the owners’ personal financial resources. So, the owners’ risk is limited to their money already invested. This feature makes it easier for each of the existing owners to sell his or her share in the ownership of the firm.

SHAREHOLDERS

A share certificate (stock) legally certifies that its registered holder shares in the ownership of the corporation. For example, if the corporation has issued 1 million shares, the registered holder of 100,000 shares owns one-tenth of the company. Share certificates are tradable securities that investors can buy and then sell to other investors and speculators in the stock market. The larger corporations get their shares listed on one or more stock exchanges that provide a liquid securities market for the shares.

MANAGERS

As the original owner-managers retire or leave the company to manage other businesses, recruitment of professional managers who might have little or no investment in the company becomes necessary. Professional managers are supposed to act as agents of the shareholders, who gradually become a diverse and somewhat disinterested population of individuals, pension funds, mutual funds, insurance companies, and other financial institutions. So, we find that in most large corporations the actual managers and the owners are two mostly distinct groups of people and institutions.

In this situation, you can understand how a manager might identify his or her personal interests more with the corporation than would any one individual shareholder, and how at times there can be conflicts of interest between managers and shareholders. Such conflicts of interest are the agency problem.

BOARD OF DIRECTORS

Company law entrusts the interests of the shareholders to a board of directors appointed at an Annual General Meeting of the shareholders. The board is responsible for governing the company in accord with the company’s Articles of Association within the framework of statutes and regulations established in the company law of the relevant country or jurisdiction. The board meets periodically to review company affairs and has the ultimate authority to set policy, to authorize major decisions, and to appoint top managers.

ANNUAL GENERAL MEETING

At the Annual General Meeting, the shareholders elect or reelect directors to the board. The outside directors usually come from the top ranks of other companies, financial institutions and professional and academic bodies. The CFO, the Chief Executive Officer, and some other key officers of the company will be among the inside directors on the board in countries that permit inside directors. Boards also include employee representatives in some countries.

PRINCIPAL FINANCIAL OFFICERS

The CFO is the senior executive who is responsible to the board for all the financial aspects of the company’s activities. Because of the scope and complexity of finance, typically he or she will delegate major responsibilities to the Chief Accountant (Controller) and the Treasurer. Although their functions can overlap, the Chief Accountant tends to concentrate on those activities requiring accountants, and the Treasurer specializes in maintaining active relationships with investment and commercial bankers and other providers of funds in the capital market including the shareholders. The capital market consists of the banks, insurance companies and other financial institutions (including the stock market) that compete to supply companies with financial capital.

1-3 THE CHIEF FINANCIAL OFFICER

RESPONSIBILITY TO THE BOARD

As many directors on the board frequently lack financial expertise, the CFO often occupies a strong position of influence. The board relies on the CFO for advice concerning the payment of dividends to shareholders, major capital expenditures for new assets, the acquisition of other companies, and the resale of existing assets. The board may also rely on the finance department for interpretation of economic and financial developments, including the implications of government regulation, economic and monetary policies, and tax legislation.

RESPONSIBILITIES

The board requires that the CFO prepare long-term budgets linking expenditures on fixed assets and financing requirements to strategic plans. Advising the board on investments in new assets can require the CFO to head a capital appropriations committee. In this capacity, the CFO oversees the budgeting of funds for investment, screening investment proposals and the preparation and updating of the capital expenditure proposals manual for operating managers. Ultimately, the CFO is responsible for all activities delegated to the Chief Accountant or to the Treasurer. Figure 1.1 illustrates a typical organization chart for the financial management function.

1-4 THE CHIEF ACCOUNTANT

RESPONSIBILITIES

Primarily, the Chief Accountant (Controller) is responsible to the CFO for establishing, maintaining, and auditing the company’s information systems and procedures, and preparing financial statements and reports for management, the board, the shareholders and the tax authorities. Partly because of the data collection required for management accounting and financial reporting activities, the Chief Accountant acquires information that makes his or her participation and advice useful to many decisions throughout the firm. The Chief Accountant might also be responsible for computer facilities and information management.

The Chief Accountant oversees cost control throughout the company. He or she participates in major product pricing and credit decisions, and often supervises collections from customers. Together with staff, the Chief Accountant consolidates forecasts and related financial analyses and prepares budgets for operating departments. This person might also be responsible to the CFO for all matters relating to taxes, although some companies have a separate tax department reporting directly to the CFO. In some firms, the Chief Accountant also performs many of the treasury functions described below.

1-5 THE TREASURER

RESPONSIBILITIES

The main functions of the Treasurer are to invest surplus funds daily and to provide sufficient financing to meet all likely contingencies. For this purpose, the Treasurer puts together a forecast of the financial needs of the firm and manages its cash. The Treasurer must maintain effective business and personal relationships with the firm’s commercial bankers and investment bankers, because he or she is responsible for arranging the external financing requirements indicated by the financial plan. The Treasurer also is responsible for issuing the firm’s securities and for borrowing, paying interest on, and repaying outstanding corporate debt.

The Treasurer is the custodian of the company’s cash balances and oversees all cashier and payroll activities. He or she therefore is in charge of the company’s investments in the financial market and arranges for the management of employee pension funds. The Treasurer manages the firm’s overseas transactions, taking such measures as required to prevent losses due to changes in foreign exchange rates.

The Treasurer’s department might also manage the company’s investment in real estate holdings and negotiate its insurance. The Treasurer’s staff can advise on customer credit based on information from banks and credit agencies. Finally, the Treasurer’s department is often the center for financial analytical expertise in the firm. The Treasurer’s staff often engage in special projects analyzing, for example, the firm’s overall corporate financial plan, proposed major capital expenditures, takeovers and mergers, and different ways of raising new funds. Financial analysts in the Treasurer’s department often participate in training programs making methods of financial analysis more widely known to operating managers.

In summary, the Treasurer is the company’s main contact with the financial community. He or she plans long-term financing and manages short-term borrowing and lending. The Treasurer’s prime responsibility is to make certain that there are sufficient funds available to meet all likely needs of the company, both domestically and overseas, and to manage risks due to changes in interest and foreign exchange rates.

(Continues…)

Excerpted from Financial Management and Real Optionsby Jack Broyles Copyright © 2003 by Jack Broyles. Excerpted by permission.
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