公司治理结构与公司价值概述t 7

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1、HKUST Business School,K.C. John Wei,1,Pro Prof. K.C. John Wei,Prof. K.C. John Wei received his PhD in Finance at the University of Illinois, Champaign-Urbana, in 1984. He served the University of Mississippi as an Assistant Professor from January 1984 to June 1988. After serving the University of Mi

2、ami as an Assistant Professor for one year, he moved to Indiana University, where he served as an Associated Professor from July 1989 to June 1992. Since July 1992, Prof. John Wei has been serving the HKUST Business School initially as an Associate Professor and later was promoted to full Professor.

3、 He served as Acting Head of the Department of Finance from January 2001 August 2002 and February June 2003. Prof. Wei has also been appointed the Director of the Centre for Asian Financial Markets since 1995. He was visiting University of Texas at Austin from September to December 2002 and is curre

4、ntly visiting Guanghau School of Management, Peking University. With research focuses on empirical research in capital markets, derivatives and asset pricing of Asian and U.S. markets, Prof. Wei has produced a number of high quality papers on these areas. Many of these papers were published in top j

5、ournals in finance and have made considerable contributions to the finance literature. He is an author of four books (in Chinese) on Hong Kong stock and warrants markets and Taiwanese stock market. In addition, Prof. Wei is a regular column writer for the Hong Kong Economic Journal, a local newspape

6、r specialised in financial news. On the consultancy activities, Prof. Wei has helped Hang Seng Bank to develop a personal financial planning model called “SmartInvest,” and HSBC to develop a financial planning model, called “Rule-Based Investment Solutions.” He also conducted a consultancy project i

7、nitiated by HKSAR for APEC and a few projects for Hong Kong Stock Exchange. Prof. Wei have been involved executive teaching for HKUST, Peking University, Hong Kong Stock Exchange, Chinese provincial government officials, general corporate executives, Xiean Jassen, Daimler/Chrysler, China Mobile, Asp

8、ire, and BenQ.,HKUST Business School,K.C. John Wei,2,Value creation and business strategies,Valuation Creation,Qijia,CEO,Xiushen,Zhiguo,Pingtianxia,Management team,Assets in place,Growth opportunity,Capital,People,Management skills Vision Integrity,Corporate governance Incentives,Restructuring Compe

9、titive advantages,M in the right industry) Low cost operator: Hon Hai Precision, Taiwan Semiconductor, Dell, BYD (make money from good management) Low financing cost: GE Barrier to entry: (1) capital, (2) technology (patents), (3) distribution channels, (4) government protection Example: Profit marg

10、in = 20%; WACC = 15%; Capital turnover = 2 times For every $100 sales, profit = $20, required capital investment = $50, cost of capital = $50*15% = $7.50, abnormal profit = $20 $7.5 = $12.5. At what level of profit margin, will the firm become a mature company?,HKUST Business School,K.C. John Wei,8,

11、Abnormal profit: Motorola, Ericsson and Nokia,HKUST Business School,K.C. John Wei,9,Earnings quality,Are your company future incomes easy to forecast? Are they sensitive to business or industry cycle? (Microsoft vs Intel; GM vs Coca Cola) Economy-wide risk: Business cycle (GM vs Merck) Operating ris

12、k: Level of capital intensity (TSMC vs Yu Yuan) Financing risk: Leverage (NWD vs SHK Properties) Accounting information risk: Disclosure and corporate governance (CAS vs IAS; TSMC vs UMC) Inventory Accounts receivables Gross margin S but the cost can be high) Divestures Layoffs Developing a value-or

13、iented approach to leading and managing their companies after restructuring Establishing priorities based on value creation Gearing planning, performance measurement, and incentive compensation systems toward shareholder value Communicating with investors in terms of value creation,HKUST Business Sc

14、hool,K.C. John Wei,36,When are Companies in Need of Restructuring?,Score of 6-24 with 24 being the worst (based on Monitor) Total return to shareholders (TRS) Sales growth relative to industry (growth) Operating margin relative to industry (operating efficiency) Capital return relative to industry (

15、ROIC) Number of business units (focus?) Distance from median industry capital structure (WACC, optimal capital structure),HKUST Business School,K.C. John Wei,37,Restructuring Process,Diagnostic Scan (Decision to restructure) Restructuring (Implementation plan) Value-based Management (VBM implemented

16、) Incentive Design (New incentive system),HKUST Business School,K.C. John Wei,38,Restructuring Framework,Current market value,Total potential value,DCF value using analyst forecasts,Value with internal and external improvements,DCF value using management expectation,Value with internal improvements,Market Inefficiency Takeover speculation Internal improvements Corporate governance,Optimal opportunity,Public held business,Growth opportunities + Financial Engineering Capital structure

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