When evaluating an investment idea, investors often analyze in detail only the financial performance of the company. This is certainly important information that gives an idea of how good the business is. But you need to understand that this is already an established fact, or in other words, history. In addition, the reports are published quarterly or semi-annually. And in the absence of fresh reports, it is important for an investor to take into account operational information that determines the current and future position of the company, growth prospects, development and possible risks. To do this, it is necessary to conduct a comprehensive analysis, in particular, to monitor the internal environment of the company. Among other sources, an important place should be given to the consideration of the board of directors - as the body itself, but to a greater extent the policy of its actions.
In our article we will tell you:
- What is the board of directors.
- What powers he has.
- What decisions he makes are important for the investor to follow and why.
The Board of Directors (BoD or Board) is a collegial management body regulated by law and the company's Articles of Association and elected for the period between annual meetings of shareholders, namely for one year. It is a mandatory body for joint-stock companies in which the number of shareholders-owners of voting shares is 50% or more.
If the management is engaged in the operational management of the company, then the BoD solves strategic issues. Its activities are aimed at increasing the value of the company and protecting the interests of all shareholders, including minority shareholders.
The number of board members starts from five or more people, depending on the number of shareholders of the company. So, if a joint-stock company includes more than 1,000 shareholders, the board of directors should include 7 or more members, and if 10,000 - from 9 members.
Every public company listed on the Stock Exchange has a Board of Directors. Information about its composition can be found on the issuer's corporate website, as well as in the annual report. The quality of its work and the work of the company as a whole critically depends on the composition and structure of the BoD.
Read more: Listing of securities on the stock exchange
Composition of the Board of Directors
As a rule, in order to make fair, unbiased decisions that take into account the interests and goals of all shareholders, both majority and minority shareholders, the Board of Directors must include independent members. Independent participants will be considered who have no other relation to the company, in addition to the activities of the board – did not work and did not perform managerial functions, is not the head of subsidiaries.
A fairly common situation for companies may be the promotion of affiliated persons to the board of directors by management or large holders to lobby for solutions that are beneficial to them. For example, directors who have connections with significant shareholders, partners or government agencies. This is a negative point.
In addition, for the successful management of the company, the Management Board must include people with sufficient experience and qualifications in various fields of activity to assess the completeness of the picture of the company's condition from all sides, including financial, legal, technological, etc. For example, if a company is engaged in pharmaceuticals or the development of new technologies, then the BoD should not consist only of biochemists and engineers.
When analyzing the effectiveness of the work of the BoD, the hypotheses about the dependence of the effectiveness of the BoD on the number of participants, gender diversification, the experience of members and other factors were confirmed. Also, for example, the predominance of investment bankers in the BoD leads to an increase in mergers and acquisitions, bankers - an increase in lending, etc.
Read more: Mergers and acquisitions of companies: goals, types, features, pros and cons
Powers of the Board of Directors
BoD performs a number of significant functions. Next, we will consider the list of BoD competencies, the implementation of which is important for investors:
AGM and EGM
The Annual General Meeting of Shareholders (AGM) and the Extraordinary General Meeting of Shareholders (EGM) are serious business events that have an extensive audience of observers - investors, creditors, competitor companies, etc. The BoD determines the date and venue of these events, approves their agenda.
The AGM is held one time a year, this event is announced in open sources 30 days before the date of the event. The traditional issues considered at the AGM are the approval of annual and accounting reports, the election of a new Board of Directors, profit distribution, approval of the amount and procedure for dividend payments. Each holder of the company's ordinary shares has the right to attend this event and vote for the proposed decisions. Moreover, voting can be carried out not only in person, but also in absentia - in electronic form. Investors who are holders of preferred shares are limited to participate in management.
EGM is also a rather significant event. It can be held more than once a year. The initiator of the holding is most often the Board of Directors, but this right is also vested in shareholders with at least 10% of the voting shares. It is held if it is necessary to elect/re-elect the Board of Directors, re-elect the CEO (this was the case, for example, in 1985 - the dismissal of S. Jobs from the post of Apple director) or the management team due to unsatisfactory work, approve interim dividends, etc.
Read more: What is an IPO: how the company goes on the stock exchange
Placement of bonds and other equity securities by the company
Actually, this is the start of the company in the public space. From that moment on, it comes to the attention of investors. The competence of the Board of Directors includes:
- Decisions on attracting bond loans and their parameters – size, term, coupon payments, etc. Loans are placed on the debt capital market in the form of securities – bonds. Subsequently, they are acquired by private and corporate investors, who, in fact, become full-fledged creditors of the issuer. And the issuer undertakes to return to the holders of its bonds by a certain date (the date of cancellation of the bond) the loan amount in the amount of 100% of the value of the nominal value of the bond plus interest for the use of the loan (in the form of coupon payments paid in the amount and with the frequency fixed in the issue documents).
- The decision on the initial placement of the company's shares on the stock market, i.e. IPO. In fact, an IPO is an event before and after the announcement of which the issuer becomes the object of observation of the investment community. For the issuer, an IPO is a way to attract additional capital. For investors, an IPO is an additional issuer on the stock market, which means an expansion of the choice of investment instruments and potentially great opportunities for portfolio diversification. Diversification is a way to protect an investment portfolio through the allocation of capital between different assets. But this method will work most effectively if the portfolio is formed from reliable and high-quality securities. In the case of stocks, quality is determined by the presence of growth drivers. Therefore, an IPO for investors should not be a direct signal to buy shares at the start of sales. The initial stage should be a fundamental assessment of the company's business.
- Secondary public offering of shares or SPO (Secondary Public Offering). The result of this procedure is an increase in the number of securities in free circulation. Usually, the decision to conduct an SPO is made if the company's IPO was successful, the company's business is going well, and stock prices are rising in price. SPO has a positive value for investors – the liquidity of stocks is growing, the risks of turbulent stock movement in the market are reduced.
- Additional issue of shares. An additional issue is the issue by the issuer of additional shares to the existing ones. This is one of the ways to increase the authorized capital of the company, to attract additional financing for its activities. The decision on the additional issue is made at the shareholders' meeting (most often the EGM), which is initiated by the Board of Directors. The decision on the additional issue is a negative factor for the shareholder - when there are more shares, the share of existing minority shareholders is diluted in proportion to the issued shares. Additional "bonus" - the amount of dividends per 1 share is reduced. Shareholders, as a rule, do not want to hold shares of a company in which the share will be constantly decreasing and sell them. As a result, the additional issue almost always negatively affects the exchange value of shares.
- Repurchase of shares (buy-back). This is a reduction in the number of shares in free float. In the future, the shares repurchased by the company can be fully repaid, that is, canceled. The effect for the investor - buy-back leads to a reduction in the shares of a public company in circulation, but the share of the remaining shareholders in the company increases, the remaining shares account for more profit and more dividends are distributed. Due to this, buy-back serves as a local supporting factor for stock quotes.
Read more: Dividends: what is it and how to get them
Delisting
The Board of Directors is responsible not only for the issue, but also for delisting – the reverse process of placing securities when a company is going to leave the exchange for one reason or another. An attentive investor always has the opportunity to track changes in the financial condition of the company, monitor the issuer's news portal and be prepared for such developments. In most cases, if a company decides to delist, it is best to sell shares before excluding them from stock trading. The news about delisting, as a rule, provokes the sale of securities, and their value falls. It should also be said that delisting of shares of companies that come to the attention of reasonable investors is most often unlikely.
Dividend policy issues
The dividend parameter of shares is one of the most important for investors. Dividends are payments to shareholders, i.e. holders of company shares. Through dividends, the company shares its profits with shareholders. But these are not fixed payments, and not all companies pay them. The amount of dividends is determined, firstly, by the company's dividend policy, which prescribes the method of calculating dividends, and secondly, by profit. The companies' dividend policy is approved by the Board of Directors. The Board of Directors also gives recommendations on the amount of periodic dividends and the procedure for their payment. These decisions are then approved at the General Meeting of Shareholders (AGM).
And now, let's look at concrete practical cases on how the decisions of the Board of Directors on dividends affect stock quotes.
Read more: What is an additional issue of shares?
Strategic issues of the company
Strategic means an extensive list of issues - from determining the priority areas of the company's activities to reorganization. From the extensive list of strategic decisions of the BoD, the focus of the investor's attention should be:
The issuer's investment program. The availability, content and budget of the investment program are valuable information for assessing the company's prospects and its value in the future. It is the Board of Directors that is authorized to approve the plan and budget of investment projects.
Development strategy. This is a document that describes the company's plans for the long term. It slightly intersects with the investment program, but more precisely, the investment program is only part of it. The strategy covers all areas of the company – economy, capital projects, human resources, etc.
Approval of major transactions and transactions in respect of which the company's management has an interest. The effect of transactions can be different: purchase – development of a new direction or scaling of the main activity, sale - getting rid of inefficient assets, debt restructuring. Depending on the nature of the transaction and its participants, such events have a direct impact on the quotation curve, but the effect is usually more smoothed in comparison with dividend news.
Read more: How to make money on stock dividends
Conclusion
When analyzing the issuer, it is important to consider not only the available financial indicators, their historical values. It is important for an investor not only to understand the current situation of the business, but also its medium/long-term prospects. The key importance in the ratings and position of the company is determined by the policy and decisions taken by the board of Directors. Monitoring of the issuer's internal environment allows the investor to identify the drivers of the investment idea and make operational decisions.