Ethics in Finance

Characteristics of Management Prone to Fraud

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

Ethical issues in Finance

Financial statements

Hostile Takeovers

Financial Markets Insider Trading

Fraud in Financial Statements

Fictitious Revenues Concealed Liabilities and Expenses Fraudulent Asset Valuations Improper or Fraudulent Disclosures or Omissions

Creative accounting – form of fraudulent financial reporting so as to provide misleading information.

Duties of an Auditor

To give an accurate statement to the members about the state of affairs of a company

To meet the objectives of the Companies Act 1985 and also the Articles of Association

To be reasonably skillful and careful in identifying the true nature of the accounts

Ethical Audit

An audit that assess a business’s structures, procedures, systems and policies.

It measures the extent to which the activities of a business comply with the standards it has publicly declared to its external customers

It measures business conduct against varied moral standards of the community.

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

business

To investigate into acquisition or restructuring operations

To determine the type of training necessary for employees

To establish ethical conduct of business

To enhance, measure and promote the quality that increases business performance by assessing them against the ethical business objective

To improve the quality of governance by evaluating the performance and ensuring that financial information is both available and reliable

Ethical Issues in Financial Markets

Deception: act of misrepresenting relevant information Churning: Excessive or inappropriate trading for clients

account by a broker who has control over the account with intent to generate commissions rather than to benefit client

Unsuitability Unfairness in Markets

Insider Trading

Refers to trading on price sensitive information by company employees or individuals closely connected with the firm

This information has not been disclosed to other market participants

Ethics & Insider Trading It violates equality of opportunity Does not give a level playing field between

insiders and outsiders Might harm exchange as a whole because

investors might not be willing to trade on exchange that does not give shareholders their rights.

Hostile Takeovers

Are those that elicit opposition from the boards or employees of Target company

Reasons for opposition are as follows: Disagreements over price Protecting their own interests

Anti-takeover defense measures

Poison Pills

Green mail

Golden Parachute

People Pill

Poison Pills

An anti-takeover device used by company’s management to make takeover prohibitively expensive for the bidders

Company under target changes AOA so that group of Shareholders have special rights to buy and sell preferred stock at highly favorable prices (At times below market price)

Ethics & Poison Pills

Poison pills are prohibited in Britain by takeover code because they prevent open competition between bidders for shares

Use of poison pills are ethical if they are designed to protect the management from unwanted takeover bids.

Greenmail

It occurs where a potential takeover agent purchases stock in a company

After the purchases have totaled five percent the agent must announce his intention to takeover the company, if that is the intent

Stock prices go up in anticipation of takeover battle Management of target company sends greenmails to

prevent a shareholder from taking over the company Takeover agent ends up selling the shares back to

company at an increased or higher negotiated price

Ethics & Greenmail

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

Golden Parachute

A company gives lucrative benefits to its top executives such as stock options, bonuses, etc

Presence of parachute allows management to evaluate takeover bid more objectively

People Pill

Management threatens that in event of a takeover the entire management team will resign

If managers act in their own interest rather than company’s long term value then they are acting unethically

Management Buyout

It occurs when management decide to bid for the company

They convert the company into a private company and at a later date, bring it back to market to make substantial profits.

Ethics & Management Buyout

Shareholder believe that management may resort to unethical practices to bring down share prices and buy out at cheaper rate

Unethical activities can involve leaking confidential information by managers for their benefit during buy out

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