Gaius Julius Caesar - 1298 Words

Sara Schwartz History of Civilization Gaius Julius Caesar Julius Caesar served as a key ruler in creating the Roman Empire. He is considered one of the world’s greatest generals and a wise politician. He took opportunities and used them to their fullest for self improvement. Characteristics such as confidence and charisma made Caesar a born leader. Over the course of his lifetime he flew through the political ladder in the Roman Republic and set forth a new way of ruling as a dictator. He was born as Gaius Julius Caesar on 13 July 100 B.C., the only son of Gaius Julius Caesar and Aurelia. He did have two other sisters, Julia Caesaris the elder and younger. In Roman naming practice a child is given three names at birth,†¦show more content†¦They were known as the First Triumvirate. Between the three of them they had enough money and influence to control the public economy. To further strengthen the alliance Pompey married Caesars daughter Julia. He was about 22 years older than her. Caesar believed in equality and redistribution of lands to the poor. This was looked down on by aristocrats and appealed more to the lower class. While heading into Gaul, he faced the threat of the Germans, who crossed the Rhine into the Roman territory. German soothsayers predicted that if they fought before a new moon that they would surely lose. Caesar heard this and used it to his advantage, ambushing the Germans and slaughtering them as if they were to extinguish the entire race. This was known as the Gallic Wars. After crushing the Germans he set out to invade Britannia in 55B.C.. Over the 15 years in Gaul, he led Roman armies against enemies abroad while fighting Pompey for political control at home. Caesar had become a military hero to the people. â€Å"Enormous financial resources, popular military victories, impeccable ancestry, and one of the finest minds in the ancient world had yet produced was enough to terrify Caesar’s political enemies.† (7 Julius Caesar) Because of his power the Senate revoked his governorship of Gaul. Consequently, on 10 January 49 B.C. General Julius Caesar crossed the Rubicon River, the boundary betweenShow MoreRelatedEssay about Gaius Julius Caesar1233 Words   |  5 PagesGaius Julius Caesar Gaius Julius Caesar has been described as one of the most influential political and military leaders in history. He began the Roman transition from a republic to an empire. Caesar united Rome under his ruthless power; he controlled religion, senate, and the military. He almost made himself emperor, and this was the fact that inspired his assassination. Caesar was born in Rome on July 12 or 13, 100 BC. He started his education early, as a young man he was placed underRead MoreSimilarities Between Julius Caesar And Gaius Marius855 Words   |  4 PagesC) as well as Gaius Marius demeanor towards his triumph at the Battle of Aquae Sextiae (102 B.C). Andrew Jackson, the 7th President of the United States, will later embody the spirit of Julius Caesar and Gaius Marius throughout his military campaign in the War of 1812 as well as his presidency (1829 -1837). President Jackson’s unprecedented imprint upon American politics and the presidency has exposed viewers to analyze few similarities portrayed from both Julius Caesar and Gaius Marius. AlthoughRead MoreGaius Octavius: The Savior of Shakespeares Julius Caesar835 Words   |  3 Pagesdescribes Gaius Octavius in more than one way or instance; Octavius helps to rid Rome of the evil conspirators, and Octavius is the emperor who rebuilds Rome. Readers and viewers of Shakespeares play don’t get a clear and drawn out view of Octavius as he doesn’t appear for much of the play. A reason isn’t given in the play, but history reveals that he is off traveling the world. Octavius takes advantage of the fact that he is Caesar’s named heir when the time to seize power comes. Gaius OctaviusRead MoreGaius Julius Caesar ´s Life Essay602 Words   |  3 PagesGaius Julius Caesar was born on July 12, 100 BC in an old aristocratic family. After Sulla declared dictatorship, Caesar was targeted due to his kinship to Marius in bloodline and also in his marriage with Cornelia. As a result, Caesar joined the army and later studied rhetoric in Rhodes. Finally returning to Rome after the decline of Sulla’s power, Caesar’s military achievements and eloquence in speeches contributed to his increasing political power in Rome. Caesar gained the support from the PlebeiansRead MoreThe Evil, Manipulative Character of Cassius in Julius Caesar by Shakespeare708 Words   |  3 PagesWilliam Shakespeare the writer of Julius Caesar decided how Cassius would be portrayed in his play. In the play, Cassius has an evil, manipulative personality; he can be your friend one minute then Cassius can be your worst enemy. Although Cassius was not popular with the people of Rome, he became the ringleader of the conspirators. Cassius displays the personality of a shrewd opportunist, who doesn’t believe in the rule of one person. He believes there should be an elected set of officials; toRead MoreJulius Caesar : The Dictator Of Rome1011 Words   |  5 Pages Julius Caesar was born in Rome, Italy c. July 12, 100 BCE (â€Å"Julius Caesar  Biography†). Although many despised him, he was still able to reach his highest potential and became the dictator of Rome. This was not done easily, rather Julius went through many tough battles and overcame many difficult obstacles to reach his highest potential of a dictator. Through his dictatorship, Caesar changed the course of history to what we know it is today. Young Julius came from very humble beginnings. He wasRead MoreThe Julius Caesar671 Words   |  3 Pages Julius Caesar is the one of the famous Roman generals. Many may recognize this name from the great works of Shakespeare. Before the great works of Shakespeare, Julius Caesar was famous in his Roman city which. Julius Caesar was a dictator that turned the Roman republic to the Roman Empire. Even though the life time of Julius Caesar took place in 100 BC – 44 BC, people everywhere will mention Caesar’s name and legacy. For starters, Julius Caesar’s time wasRead MoreEssay on Julius Caesar and The Late Roman Republic729 Words   |  3 PagesJulius Caesar was a general and a politician of the late Roman Republic. He greatly influenced the size of the Roman Empire before seizing power and making himself dictator of Rome, which paved the way for the Imperial system. (Julius Caesar 100BC-44BC, April 29th, 2014) Gaius Julius Caesar Octavianus Augustus was born on July 12th or 13th, 100BC into the prestigious Julius clan. He and his family were closely related to the Marion faction in Roman politics. Caesar started to progress within theRead MoreJulius Caesar: Conqueror, General, Builder, Dictator for Life755 Words   |  4 Pages Julius Caesar, an important figure in Roman history, lived during the end of the Roman Republic. His actions would shape the world around him forever. He was an important figure because he grew the Roman Empire, he brought about the end of the Roman Republic , and was able to grow his status within his lifetime and become dictator for life. Julius Caesar was born on July 12 , 100 BC and died on March 15, 44 BC. Caesar was born into a patrician family. This meant that they were noble andRead MoreJulius Caesar : A Man Who Came, Saw And Conquered1110 Words   |  5 Pages Julius Caesar: A Man Who Came, Saw and Conquered Julius Caesar. A man who united half of the world. A man who ruled half of the world. A man whose motives to become a leader are lost to mystery. A man who was murdered by his own senators. This is the story of this man. A story of his rise and brief, but deadly, fall. Julius Caesar was a brave hero who made the Roman Republic

The Christian Church At Corinth - 891 Words

There would be a level of difficulty for the Christians in Corinth to go from their pagan ways, and follow the ways of Christianity. I did not realize that the church at Corinth were so confused on how to worship god and Jesus Christ. This is why Paul wrote two letters to Corinth and he reminded them of how they should conduct themselves and worship. It is interesting to me that this kind of behavior was in the Christian church, and I can see why Paul was writing to the Corinthians as they were lost and confused. This article is very interesting and I like how the authors wrote it. Paul says in his letter to the Corinthians, â€Å"But I say, that the things which the gentiles sacrifice, a sacrifice to devils, and not to God: And I would not that ye should have fellowship with devils† (1 Corinthians 10:20). In the ceremonies to pagan gods with the help of mind altering drugs, and repeating chanting results in an out of body experience; This is what Paul is warning the church ab out worshiping idols is the same thing as worshiping demons. Paul also talks about cup of lord and the cup of demons, and how a Christian cannot drink of two cups. Another problem that the Christians in Corinth had to overcome was eating meals offered to idols. Paul addresses this problem in his letter, and this article talks about it too. What the author says is interesting, â€Å"They were uncomfortable over meat that had been offered to idols (8:1-13), and they had to be reminded not to attend sacrificialShow MoreRelatedEssay about First Corinthians1503 Words   |  7 Pagesindependence by completely destroying the city of Corinth. For a hundred years the area of the city laid in ruins. Eventually Julius Caesar sent a colony of veterans and descendants of Freedmen to rebuild the city, and in a short period of time a new Corinth was created from the old ruins (Ancient Corinth p. 20). During the rebuilding of Corinth Caesar was assassinated and reconstruction was continued by Em peror Augustus (Background First Corinthians). Corinth is a Grecian city, located on the isthmus whichRead MoreThe Resurrection of the Dead1180 Words   |  5 Pagesthat addresses salient topics and rationalizes Paul’s view of faithfulness to Christ with Corinth citizens. The newly founded church of Corinth was in correspondence with Paul requesting his answers to questions they posed on topics ranging from marriage to the resurrection of the dead; the latter being one of the most highlighted in 1 Corinthians. Paul’s assurance of resurrection illustrates a concern for Corinth as he admonishes their disbelief in resurrection of the dead with a series of explanationsRead MoreI Corinthians : 50 Shades Of Sanctification1626 Words   |  7 Pagesthe New Testament church, its structure, methods, and message. I Corinthians is Paul’s answer to a previous letter he has written to the Corinthians regarding the conditions in the Corinthian church. The picture Paul painted of the early church also includes a problemat ic, non-typical congregation (Utley 18). Paul is not questioning their salvation per say but challenging their sanctification (Wallace). The goal of this paper is to communicate Paul’s dilemma of how a Christian is supposed to conductRead MoreTaking a Look at the Pauline Epistles1507 Words   |  6 PagesThe Pauline epistles are very crucial to the understanding of how a church and a Christian should act. Throughout all the letters, different subjects have been touched creating almost a guide of â€Å"how to’s†. The farewell is especially important as noted in Second Corinthians 13 explains the depth of God’s love to the people and the wrath of doubtfulness. â€Å"since you are demanding proof that Christ is speaking though me. He is not weak in dealing with you, but is powerful among you† (13:3). With correctionsRead MoreThe Legacy Of St. Paul1098 Words   |  5 Pagesis considered the most important Christian to have lived. Paul feared the end of the world, so while travelling, his mission was to convert as many people to this new and miniscule religion before time ran out. Over the course of his later life, after he was converted, he travelled across Europe and the Mediterranean to preach and converse. On his second journey, from 49 AD- 52 AD, significant development of the early church in the towns of Antioch, Athens, Corinth, and Philippi. During Paul sRead MoreThe First Letter of Apostle Paul’s to the Corinthians Essay733 Words   |  3 Pagesthe occasion and purpose of this letter, I want to review a little of what we know of Corinth and its culture and history. Corinth was the capital of Achaia (Powell, 275) and it has been estimated that in Paul’s day the population of Corinth was about 250,000 free persons, plus as many as 400,000 slaves (Barker, 1732). There are four things I want to touch on about this chief city of Greece. Its commerce. Corinth is located on a narrow strip of land between the Adriatic Sea to the west and the AegeanRead MoreThe Lost Letters Of Pergamum1217 Words   |  5 PagesThe Roman Empire, in which the early Church rises in the wake of Jesus’ death, resurrection and ascension, is complex cultural melting pot. Rife with hedonism, the honor/shame structure of the Roman Empire encourage the worship of the Emperor as God and the Empire as his Holy Empire. Against this narrative, the early Church was a counterculture to the ways of the empire and it is against this backdrop that Bruce Longenecker’s The Lost Letters of Pergamum takes place. The Lost Letters of PergamumRead MoreGod s Foolishness Is Better Than Human Wisdom1674 Words   |  7 Pagesthe truth which Paul here proclaimed.We have borrowed this subtitle from Barclay, for it accurately summarizes the argument Paul was about to make. He would use the character of the Corinthian church itself as a demonstration of God s foolishness being wiser than human beings.Many of the earliest Christians were slaves, a majority were poor, most were uneducated; and few of them had any claim to distinction in the wretched world of their day; but they were the roots from which all that is holy andRead MorePauls Letter to the Corinthians Essay1344 Words   |  6 Pagesrely on the missionary trips of its advocates to promulgate news and information. In First Corinthians, Paul’s intention was to spread the new message of God’s Anointed One and change how people led their lives. When Paul made his initial visit to Corinth, he stayed for a substantial amount of time in order to effectively educate the residents of the area. Similar to other letters like his letters to the Galatians, this epistle is Paul’s follow on interaction with the community, in an attempt to clarifyRead MoreEssay on The Pauline Epistles I1141 Words   |  5 Pagesand Paul wrote this letter to further his position in the first letter and to address concerns that arose out of his previous epistles. The second Letter to the Church at Corinth is the supplement of the first. It is due to the same circumstances which called out the first, and to the effects that were produced in the church at Corinth by the receipt of the first letter. (Johnson) Biblical times were not the age of great strides in communication. Letters were very powerful means to convey one’s

Demutualization of Stock Exchanges Free Essays

DEMUTUALIZATION OF STOCK EXCHANGES PROBLEMS, SOLUTIONS AND CASE STUDIES Edited by SHAMSHAD AKHTAR Director, Governance, Finance and Trade Division, East and Central Asia Department, Asian Development Bank  © Asian Development Bank 2002 All rights reserved. The views expressed in this book are those of the authors and do not necessarily reflect the views and policies of the Asian Development Bank, or its Board of Governors or the governments they represent. The Asian Development Bank does not guarantee the accuracy of the data included in this publication and accepts no responsibility for any consequences for their use. We will write a custom essay sample on Demutualization of Stock Exchanges or any similar topic only for you Order Now Use of the term â€Å"country† does not imply any judgment by the authors or the Asian Development Bank as to the legal or other status of any territorial entity. ISBN 971-561-475-2 Publication Stock No. 100602 Published and printed by the Asian Development Bank P Box 789, 0980 Manila, Philippines . O. CONTENTS Foreword Principal Authors Abbreviations xiii xv xxi PART I : ISSUES INVOLVED IN STOCK EXCHANGE DEMUTUALIZATION 1 Demutualization of Asian Stock Exchanges— Critical Issues and Challenges by Shamshad Akhtar 1. 1 1. 2 1. 3 1. 4 1. 5 1. 6 1. 7 1. Introduction Demutualization: Its Definition, Size and Significance Motivation and Driving Factors for Demutualization From Mutuality to Demutualization of Exchange Benefits of Demutualization of Exchanges Regulatory Oversight: Challenges and Responses for Demutualized Exchange Financial Viability of Demutualized Exchange Conclusion 3 3 4 5 8 12 19 25 29 2 2. 1 2. 2 2. 3 2. 4 2. 5 2. 6 Background Information on Demutualizat ion by Pamela S. Hughes Introduction What Demutualization Means The Reasons to Demutualize The Models An Update Since Demutualization Conclusion 33 33 33 36 40 43 47 Demutualization of Stock Exchanges—Problems, Solutions and Case Studies APPENDIX 1 : The Models 48 3 Motivations, Mechanics and Models for Exchange Demutualizations in the United States by Roberta S. Karmel 3. 1 3. 2 3. 3 3. 4 Overview Reasons for Demutualization How Demutualization is Accomplished Post-Demutualization Models 59 59 61 65 70 4 The Structure of a Demutualized Exchange— The Critical Issues by David Holthouse 4. 1 4. 2 4. 3 4. 4 4. 5 4. 6 4. 7 Introduction Ownership Corporate Governance Access Rights Risk Management Financial Management Conclusion 73 73 73 77 80 81 82 83 Demutualization of Exchanges— The Conflicts of Interest (Hong Kong) by William Pearson 5. 1 5. 2 5. 3 5. 4 5. 5 5. 6 5. 7 Structure of Exchanges Regulatory Role and Self-Regulation Public Policy Objectives of Stock Market Regulation Why Should Demutualization Require a Reassessment of SRO Functions? What Responses are Being Developed to Deal with These Problems? Conclusion Hong Kongà ¢â‚¬â„¢s Framework: Listing of HKEx and the Framework for Dealing with Conflicts of Interest 85 85 88 91 92 95 99 100 iv Contents APPENDIX : Hong Kong Exchanges and Clearing Limited: Reinforcing Hong Kong’s Position as a Global Financial Centre—A Policy Paper 2 : Memorandum of Understanding for the Listing of HKEx on SEHK 3 : Section 13 of the Exchanges and Clearing Houses (Merger) Ordinance 4 : Chapter 38 of the Rules Governing the Listing of Securities on the Stock Exchanges of Hong Kong Limited 5 : Procedures to Deal with Conflicts of Interest 105 114 131 APPENDIX APPENDIX APPENDIX 133 138 APPENDIX 6 Demutualization of Exchanges—The Conflicts of Interest (An Australian Perspective) by David Holthouse 6. 6. 2 6. 3 6. 4 6. 5 6. 6 6. 7 6. 8 6. 9 Introduction Background to Conflicts An Exchange’s Listing Regulation of Other Listings Supervision of Intermediaries Profit Motive versus Supervisory Function Public Interest versus the Exchange’s Commerci al Interest New Business Lines Conclusion 145 145 146 148 149 149 150 152 153 154 7 Demutualization of Exchanges—The Conflicts of Interest (The Australian Regulator’s Experience) by Claire Grose 7. 1 7. 2 7. 3 Introduction Self-Listing Other Conflicts 157 157 157 160 v Demutualization of Stock Exchanges—Problems, Solutions and Case Studies 8 8. 1 8. 2 8. 3 Regulation of a Demutualized Exchange (Canada) by Pamela S. Hughes Introduction Role of an Exchange Self-Regulation and Government Oversight SRO Conflicts of Interest Supervision of Listings Self-Listing Managing Conflicts of Interest Prudential Regulation Shareholders Directors and Officers Memoranda of Understanding Conclusion 163 163 165 165 169 171 171 172 172 173 175 175 176 8. 4. 8. 5 8. 6 8. 7 8. 8 8. 9 8. 10 8. 11 8. 12 9 9. 1 9. 2 9. 3 9. 4 Regulation of a Demutualized Exchange (Singapore) by Lee Boon Ngiap Background Regulatory Issues Arising from Demutualization The Regulatory Relationship between the Monetary Authority of Singapore and Stock Exchange of Singapore Conclusion 177 177 178 179 183 10 Regulation of a Demutualized Derivatives Exchange (United States) by Natalie A. Markman 185 185 186 190 192 195 Introduction A New Framework Exchange Oversight Regulatory Issues Raised by Demutualization Conclusion 10. 1 10. 2 10. 3 10. 4 10. 5 vi Contents APPENDIX APPENDIX APPENDIX : Designated Contract Markets for Regulated US Derivatives Exchanges 2 : Registered Derivatives Transaction Execution Facilities 3 : The CFTC Market Surveillance Program 196 202 205 11 Regulation of Demutualized Exchanges (Australia) by Claire Grose 213 213 214 214 215 215 217 Legislative Framework Australian Securities and Investment Commission’s (ASIC) Powers Supervision by Market Operators Memoranda of Understanding (MOUs) Changes Due t o Demutualization New Legislation 11. 1 11. 2 11. 3 11. 4 11. 5 11. 6 PART II: DEMUTUALIZATION CASE STUDIES 2 Australian Stock Exchange—The Conversion to a Demutualized Exchange: ASX’s Experience by David Holthouse 12. 1 12. 2 12. 3 12. 4 12. 5 12. 6 12. 7 12. 8 12. 9 Introduction Background to Australian Stock Exchange’s Demutualization Obtaining Member Approval Mechanism Used for Conversion Changes to the Corporations Law The Demutualization Process Memorandum of Understanding (MOU) with ASIC Demutualization and Listing Outcomes Subsequent Supervisory Development: ASX Supervisory Review Pty Limited 221 221 222 223 224 225 226 228 229 230 ii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies 12. 10 Changes in ASX’s Focus and Activities 12. 11 Conclusion 231 233 13 Hong Kong Exchanges and Clearing Limited— Demutualization, Merger and Listing: The Hong Kong Exchanges’ Experience by Lawrence Fok 235 235 236 238 239 242 246 Introduction Pre-Merger Period: Two Exchanges and Three Clearing Houses Merger and Proposal Reasons For the Merger Market Reform Conclusion 13. 1 13. 2 13. 3 13. 4 13. 5 13. 6 14 Hong Kong Securities and Futures Commission— The Conversion to a Demutualized Exchange: The Hong Kong Regulator’s Experience by William Pearson 247 247 250 255 258 258 The Need for Reform The Reform Process Rationalized Market Regulation Implementing Legislation: Exchanges and Clearing Houses (Merger) Ordinance Key Issues Arising from Hong Kong’s Experience with Demutualization 1 : Summary of the Exchanges and Clearing Houses (Merger) Ordinance 14. 1 14. 2 14. 3 14. 4 14. 5 APPENDIX 261 15 Singapore Stock Exchange—Demutualization and Listing of the Singapore Exchange Limited by Alan Shaw 265 265 Introduction 15. 1 viii Contents 15. 2 15. 3 15. 4 15. 5 15. 6 15. 7 15. 8 15. 9 Drivers for Change: The Rationale for Demutualization and Merger Impact of Demutualization The Merger Act The Process of Demutualization The Singapore Exchange’s Initial Public Offer The Structure of Singapore Exchange The Governance of Singapore Exchange Listing and Conflict of Interest 265 267 269 270 271 272 274 276 279 281 5. 10 Conclusion APPENDIX 1: Procedures to Deal with Conflicts of Interest 16 Toronto Stock Exchange—From Toronto Stock Exchange to TSE Inc. : Toronto’s Experience with Demutualization by Timothy Baikie 283 283 283 286 291 292 296 298 298 Introduction An Overview of the Toronto Stock Exchange (TSE) The Development of Mutual Exchanges Consolidation, Globalization and New Competition The Demutualization Decision Market Regulation by a Demutualized Ex change Next Steps Conclusion 16. 1 16. 2 16. 16. 4 16. 5 16. 6 16. 7 16. 8 17 Demutualization of the Philippine Stock Exchange by Maria Larrie Alinsunurin 299 299 300 300 301 304 307 Introduction Ownership Structure of the Stock Exchange Upon Demutualization Trading Rights Corporate Governance Business of the Exchange Statutory Regulatory Role 17. 1 17. 2 17. 3 17. 4 17. 5 17. 6 ix Demutualization of Stock Exchanges—Problems, Solutions and Case Studies PART III: STRUCTURE OF MUTUAL EXCHANGES 18 The Colombo Stock Exchange (Sri Lanka) y Rajeeva Bandaranaike 18. 1 18. 2 18. 3 18. 4 18. 5 18. 6 18. 7 18. 8 18. 9 Ownership Structure Listing Data Corporate Governance Business of the Exchange The Vision, Mission and Corporate Strategy Trading Rights Regulatory Framework Self-Regulation Statutory Regulatory Role 313 313 314 314 315 316 317 317 317 319 320 321 321 18. 10 Investor Protection 18. 11 Funding of the Colombo Stock Exchange 18. 12 Stock Exchange Seeks to Demutualize 19 The Kuala Lumpur Stock Exchange (Malaysia) y Securities Commission (Malaysia) 323 323 323 324 324 325 326 327 329 329 Introduction Ownership Structure of the KLSE Listing Data Corporate Governance Business of the Exchange Trading Rights Risk Management and Supervisory Issues Statutory Regulatory Role Stock Exchange Seeking to Demutualize 19. 1 19. 2 19. 3 19. 4 19. 5 19. 6 19. 7 19. 8 19. 9 x Contents 20 The Shanghai and Shenzen Exchanges: Business Operation, Governance Structure, and Regulatory Function (People’s Republic of China) by Feng Wei 331 331 332 333 335 337 Overview Business Operation Governance Structure Regulatory Function Outlook on Demutualization 0. 1 20. 2 20. 3 20. 4 20. 5 21 The Taiwan Stock Exchange (Taipei,China) by Wanpo (Mina) Wang 341 341 342 342 343 344 344 347 347 Ownership Structure of Taiwan Stock Exchange Corporation Listing Data Corporate Governance Business of the Exchange Trading Rights Risk Management Statutory Regulatory Role Stock Exchange Seeki ng to Demutualize 21. 1 21. 2 21. 3 21. 4 21. 5 21. 6 21. 7 21. 8 22 Current Organizational and Regulatory Structure of The Stock Exchange (Thailand) by Klao Sanasen 349 349 352 Thai Capital Market Structure The Stock Exchange of Thailand 2. 1 22. 2 xi Contents FOREWORD Demutualization of a stock exchange is entire process by which a non-profit member-owned mutual organization is transformed into a forprofit shareholder corporation. Exchanges around the world have been demutualizing because of international competition and technological challenges to traditional modes of trading securities. The change of a stock exchange from a member-owned organization to a for-profit shareholder corporation triggers a number of questions about regulatory oversight. When a demutualized exchange is listed on its own board, some regulatory oversight needs to be transferred to a government regulator. In many countries, demutualization of the major national stock exchange has been accompanied by general securities regulatory reform. This book grew out of a conference on Demutualization of Stock Exchanges held in Manila on 13-14 August 2001 organized under the APEC Financial Regulators Training Initiative sponsored by the Asian Development Bank. The conference focused on developing greater understanding of demutualization by discussing the general problems it engenders and how these might be solved, developing common themes and lessons from case studies and also seeing how different countries have evolved different approaches to demutualization. This book is divided into three parts. Part I, consisting of Chapters 1-11, discuss various dimensions and issues involved in the process of stock exchange demutualization. Chapters 1-3 give a broad overview of the reasons for demutualization, the critical issues and challenges, the decision-making process relating to demutualization and the possible models stock exchanges may choose, including that of a privately owned for-profit corporation and that of a publicly held company listed on the exchange’s own board. Chapter 4 sets forth the critical issues an exchange and its regulator must confront in connection with the demutualization process from the vantage point of a particular jurisdiction—Australia. Chapters 5-7 discuss the conflicts of interest raised by an exchange’s demutualization and then Chapters 8-11 set forth how regulators in Canada, Singapore, the United States and Australia attempted to deal with some of these conflicts through regulation. Part II of this book is a series of case studies. Chapters 12-17 discuss the demutualization experience in Australia, Hong Kong, Singapore, xiii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies Toronto and the Philippines. Part III of this book provides information about jurisdictions that have not demutualized their exchanges. Chapters 18-22 discuss the Colombo, Kuala Lumpur, Shanghai and Shenzen, Taiwan and Thailand exchanges. Chapters 1-16 were submitted as papers by professionals who presented papers at the conference. Chapters 17-22 were submitted by participants in the conference who were not presenters. This conference was coordinated by the Finance and Industry Division (East) of ADB under the overall guidance and supervision of Ms. Shamshad Akhtar, Director, Governance, Finance and Trade, East and Central Asia Department. Special thanks are due to the various contributors as well as the organizers. The book has been edited by Ms. Akhtar. Ms. Roberta Karmel, Professor of Law at Brooklyn Law School, was engaged to integrate the conference materials and provide editorial advice. R. Jane Lee, a student at Brooklyn Law School supported the compilation of this book. Mr. Lyle Raquipiso coordinated the publication of this book and Ms. Nancy Bustamante provided administrative support. Geert H. P van der Linden . B. Director General East and Central Asia Department Asian Development Bank xiv Contents PRINCIPAL AUTHORS SHAMSHAD AKHTAR is Director, Governance, Finance and Trade Division of the Asian Development Bank’s (ADB’s) East and Central Asia Department. She oversees ADB’s financial market operations in the People’s Republic of China, Mongolia and the Central Asian Republics, including SME, microfinance and other rural market financial intermediation; governance and private sector assessment work; and trade liberalization and facilitation. Concurrent to holding other portfolio from 1998-2001, she was head of ADB Secretariat for Asia Pacific Economic Cooperation, leading the policy dialogue and preparation of all papers/ documents for this forum, involving interactions with Finance Ministers and Central Bank Governors and their Deputies. Before joining ADB in 1990, she worked as Economist in the World Bank in the 1980’s, and prior to that, in Pakistan’s Planning Agency. She obtained a B. A. in Economics and M. Sc. in Economics from Islamabad, an M. A. n Development Economics from University of Sussex in the United Kingdom (UK), and a Ph. D. in Economics also from UK. She had her post-doctoral fellowship as a Fulbright scholar and was visiting fellow at the Department of Economics, Harvard University in 1987. Ms. Akhtar has presented numerous papers on economics and finance in international conferences. TIMOTHY BAIKIE is Director, Global Market Initiatives at the Toronto Stock Exchange and is responsible fo r analyzing market structure issues from a broad, strategic standpoint, including the market model for the Global Equity Market (GEM). Previously, he was Special Counsel, Market Regulation and Director of the Regulatory and Market Policy Division of the Exchange, which is responsible for policy and rule development for the equities and derivatives market. He has spoken at numerous conferences on market regulation, market structure and corporate governance issues and was a member of the Advisory Board for the 1999 Canadian Corporate/Securities Law Moot Court Competition. He received a B. A. from York University (Glendon College), an LL. B. and a B. C. L. from McGill University and an LL. M. rom the University of Illinois at Urbana-Champaign. He was called to the Ontario Bar in 1987. LAWRENCE FOK is the Deputy Chief Operating Officer of Hong Kong Exchanges and Clearing Limited and the Chief Executive of the Stock Exchange. Mr. Fok joined the Stock Exchange in February 1992 and was xv Demutualization of Stock Exchanges—Problems, Solutions and Case Studies appointed Executive Director of the Listing Division in F ebruary 1997 and Senior Executive Director of its Regulatory Affairs Group in November 1998. Mr. Fok has over 19 years of experience in financial services and securities regulatory work. Before joining the Stock Exchange he worked for the Securities and Futures Commission, the Office of the Commissioner for Securities and Commodities Trading of the Hong Kong Government and other private organisations in areas of corporate finance advisory work, securities dealing, venture capital investment, mainland China trade and investment management. CLAIRE GROSE is Special Counsel, Regulatory Policy Branch at the Australian Securities and Investments Commission (ASIC). For two years prior to July 2001, she held the position of ASIC’s Director, National Markets Unit. Before joining ASIC in January 1999, Ms. Grose was a senior partner in the national Australian law firm Freehill Hillingdale Page, specialising in corporations and securities law. She has more than 20 years experience as a corporate lawyer and played a major part in developing changes to the Corporations Law in Australia in her role as a member of the Corporations Law Simplification Task Force from October 1993 to March 1997. DAVID HOLTHOUSE is National Manager, International Affairs, at the Australian Stock Exchange (ASX), which he joined in February 1996. His responsibilities include fostering links with governments, businesses and market participants to ensure that ASX has a role in shaping the regional capital market environment, coordinating ASX’s international activities to ensure strategic fit, identifying cross-border listing opportunities where ASX can add value, and providing an effective protocol service on behalf of the Exchange. He has been a member of the Working Committee of the East Asian and Oceanian Stock Exchanges Federation (EAOSEF) since 1997 and is currently the Federation’s Working Committee Chairman. A key activity of the Committee during this time has been the facilitation of cross-border trading. He was formerly a career naval officer, retiring as a Rear Admiral in 1993. He is a member of the governing bodies of a number of professional and charitable organisations, and a Graduate of the Australian Institute of Company Directors. He is a Chartered Professional Engineer, and a Fellow of both the Institute of Engineers Australia and the Institute of Marine Engineers (UK). He was appointed as an Officer in the Order of Australia in 1991. xvi Principal Authors PAMELA S. HUGHES is a securities law partner at Blake, Cassels Graydon LLP in Toronto. Her practice focuses on international corporate finance and mergers and acquisitions transactions and advice regarding capital market regulatory reform. Ms. Hughes is a member of the team of lawyers from Blake, Cassels Graydon involved in the ongoing Ontario Securities Commission (OSC) Policy Reformulation Project which commenced in 1995. Prior to February 1, 1995, Ms. Hughes was Director of the Capital Markets/International Markets Branch of the OSC. Ms. Hughes has also taught international securities regulation in the LL. M. programme at Osgoode Hall and the LL. B. programme at the University of Toronto, and was a contributing editor to North American Corporate Lawyer. Ms. Hughes updated the chapter on Philippines securities law in International Securities Regulation: Pacific Rim, Volumes I and II (New York: Oceana) released in 2000. In 2000, Ms. Hughes was nominated by the federal Department of Finance to the financial services roster for dispute resolution under the North American Free Trade Agreement. ROBERTA S. KARMEL is a Professor of Law and Co-Director of the Center for the Study of International Business Law at Brooklyn Law School and Of Counsel to the law firm of Kelley Drye Warren LLP In addition, she is a . director of the Kemper Insurance Companies. She was a Commissioner of the Securities and Exchange Commission from 1977-80, and a public director of the New York Stock Exchange, Inc. from 1983-89. She received a B. A. cum laude from Radcliffe College in 1959 and an LL. B. cum laude from New York University School of Law in 1962. Professor Karmel is the author of over 30 articles in legal journals, and writes a regular column on securities regulation for the New York Law Journal. Her book entitled Regulation by Prosecution: The Securities and Exchange Commission vs. Corporate America was published by Simon and Schuster in 1982. LEE BOON NGIAP heads the securities regulatory policy function in Monetary Authority of Singapore (MAS). His division is responsible for regulatory framework development, policy coordination and market analysis of the securities, futures and asset management industries in Singapore. Prior to taking up his responsibility in the Securities and Futures Department, Mr. Lee was the Representative in the MAS office in London, responsible for spearheading the promotion of Singapore as an attractive place for UK and European financial institutions to invest and set up operations. Mr. Lee joined MAS in 1986 and worked in several departments before joining the Markets and Investment Department, where he rose to become a Senior Assistant Director in the Monetary Management Division. xvii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies There his responsibilities included the conduct of Singapore’s exchange rate and monetary policies, and management and evaluation of the foreign exchange exposures of public sector entities. He holds an honours degree in Civil Engineering from the National University of Singapore and is a Chartered Financial Analyst. NATALIE A. MARKMAN is Counsel to Commissioner Thomas J. Erickson of the US Commodity Futures Trading Commission. She provides legal counsel and analyzes such policy issues as those created by derivatives market deregulation, electronic trading, and exchange demutualization. Ms. Markman reviews and evaluates all documents submitted by staff for Commission approval, including exchange designations, contract and rule approvals, rulemakings, opinions, and enforcement actions. Previously, she served as Special Counsel in the Commission’s Office of International Affairs, as an Attorney-Advisor in the Office of the Chief Counsel of the Commission’s Division of Trading and Markets, and as an Attorney-Advisor to Commission Administrative Law Judge George H. Painter. Ms. Markman also was a Teaching Fellow for the Foundations of American Law and Legal Education program at the Georgetown University Law Center, where she received her J. D. degree in 1993. WILLIAM PEARSON is Director in the Corporate Finance Division of the Securities and Futures Commission (SFC) in Hong Kong. He is responsible for assisting in formulating policies for the effective regulation of listed companies and the securities markets. Daily work involves monitoring and regulating corporate activities of publicly listed companies, overseeing the Stock Exchange in its listing related functions, nd approving offerings of shares and debentures to the public by non-listed companies. Mr. Pearson joined the SFC as a Senior Manager in the Corporate Finance Division in 1998. Prior to that he spent nine years as a lawyer with Norton Rose, a London law firm, practicing in the areas of corporate finance and MA. He graduated as a lawyer from King’s College, London in 1987. ALAN JOSEPH SH AW is Executive Vice-President of the Singapore Exchange Limited, Head of Risk Management and Regulation. Previously, from 1991-2000, he was National Manager, Supervision of the Australian Stock Exchange Limited, Melbourne. He was educated at the University of Melbourne, from which he received a Bachelor of Laws in 1979, a Graduate Diploma of Public Policy in 1988, and a Master of Arts in Public Policy in 1994. From 1980-91, he served as a Principal xviii Principal Authors Legal Officer for the National Companies and Securities Commission, as a Judge’s Associate, and as a Barrister. He has authored a number of articles on company law. xix Abbreviations ABBREVIATIONS Amex APEC Archipelago Archipelago Exchange ASIC ASTC ASX ATS BOT CATS CBA CBI CBOT CCASS CDNX CDS CFE CFTC CGE CME CMP CNS CSE CSRC DTF EBOT ECM ECN Australian Securities and Investments Commission Australian Settlement and Transfer Corporation Pty Ltd Australian Stock Exchange alternative trading system Bank of Thailand computer assisted trading system Colombo Brokers Association Canadian-based interlisted issuer Chicago Board of Trade Central Clearing and Settlement System Canadian Venture Exchange Central Depository System communication front-end system Commodity Futures Trading Commission Committee on the Governance of the Exchanges Chicago Mercantile Exchange Capital Market Masterplan Continuous Net Settlement Colombo Stock Exchange China Securities Regulatory Commission derivatives transaction execution facility exempt board of trade exempt commercial market electronic communications network American Stock Exchange Asia Pacific Economic Cooperation Archipelago Holdings, LLC Arc hipelago Exchange, LLC xxi Demutualization of Stock Exchanges—Problems, Solutions and Case Studies ETF ETP FCM FIBV GEM HIBOR HKCC HKEC HKEx HKFE HKFECC HKSCC IDA IISL IMM IOM IOSCO IPO KLSE KULBER LFX LSE MAS MCD MDEX ME MESDAQ MkSE MMCD MOF MOU MSE xchange traded fund equity trading permit futures commission merchant International Federation of Stock Exchanges Growth and Emerging Market Hong Kong Interbank Offered Rate HKFE Clearing Company Hong Kong Exchanges and Clearing Hong Kong Exchanges and Clearing Limited Hong Kong Futures Exchange Limited HKFE Clearing Corporation Limited Hong Kong Securities Clearing Company Investment Dealers Association India Index Services Products Limited International Monetary Market Index and Option Market International Organization of Securities Commissions Initial Public Offer Kuala Lumpur Stock Exchange KLSE-Bernama Real-Time Information Services Labuan International Financial Exchange London Stock Exchange Plc Monetary Authority of Sing apore Malaysian Central Depository Malaysia Derivatives Exchange Montreal Exchange Malaysian Exchange of Securities Dealing and Automated Quotation Bhd Makati Stock Exchange Mark to Market Collateral Deposit Ministry of Finance memorandum of understanding Manila Stock Exchange xxii Abbreviations MSRS NASD NASDAQ NASDR NSE NYSE OECD OM OSC OTC PCX PCX PCX Holdings PCXE PSE REC RIIAM SAFE SC SCA SCANS SCCP SCORE SCH SEA SEC SEHK SEL SEOCH SES SET Malaysian Share Registration Services National Association of Securities Dealers, Inc. NASDAQ Stock Market, Inc. NASD Regulation, Inc. National Stock Exchange of India New York Stock Exchange Organisation for Economic Co-operation and Development OM Gruppen AB Ontario Securities Commission over-the-counter Pacific Exchange PCX Equities, Inc. PCX Holdings, Inc. PCX Equities, Inc. Philippine Stock Exchange, Inc. recognized exchange controller Research Institute of Investment Analysts Malaysia South Asian Federation of Exchanges Securities Commission Securities Commission Act 1993 Securities Clearing Automated Network Services Sdn Bhd Securities Clearing Corporation of the Philippines System on Computerised Order Routing and Execution Securities Clearing House Securities and Exchange Act of 1992 Securities and Exchange Commission The Stock Exchange of Hong Kong Limited Taiwanese Securities and Exchange Law SEHK Options Clearing House Limited Stock Exchange of Singapore Stock Exchange of Thailand xxiii Demutualization of Stock Exchanges—Problems, Solutions and Case Studies SFA SFC SFE SGX SGX-ST SIA SIIS SIMEX SIPF SME SRC SRO STAMP TBDC TSD TSE TSE RS TSE TSEC TSI Securities and Futures Act Securities and Future Commission SFE Corporation Limited (formally known as Sydney Futures Exchange Limited) Singapore Exchange Limited Singapore Exchange Securities Trading Ltd Securities Industry Act 1983 Special Isolated Immediate Settlement Singapore International Monetary Exchange Limited Securities Investors Protection Fund Small Medium Enterprise Board Securities Regulation Code Self-regulatory organization standard message protocol Thai Bond Dealing Center Thailand Securities Depository Co. , Ltd. The Toronto Stock Exchange TSE regulatory services Tokyo Stock Exchange Taiwan Stock Exchange Corporation Thailand Securities Institute xxiv PART I Issues Involved in Stock Exchange Demutualization Demutualization of Asian Stock Exchanges—Critical Issues and Challenges 1 Demutualization of Asian Stock Exchanges— Critical Issues and Challenges Shamshad Akhtar 1 1. 1 Introduction Stock exchanges offer a host of services to listing companies. These include: (i) liquidity, (ii) execution of services, (iii) signaling function for listed companies, (iv) monitoring of trading to prevent manipulation and insider trading, (v) standard rules to reduce transaction costs, and (vi) clearing of buy and order transactions. Traditionally, stock exchanges operating as a â€Å"club of brokers† offered these services as monopoly operators serving largely under a mutual governance structure. The members of the club enjoyed rights of ownership, decision-making (one member, one vote), and trading. Value enhancement of the exchange was achieved by restricting access. Stock exchanges are now increasingly changing their business model and restructuring themselves across the world due to the simultaneous convergence of a number of powerful developments. The most notable of these has been the: (i) rapid advancement and innovation 1 Director, Governance, Finance and Trade, East and Central Asia Department, Asian Development Bank. 3 Part I: Issues Involved in Stock Exchange Demutualization n technology that has facilitated alternative trading systems (ATS) including electronic communication networks (ECNs); and (ii) growing market competition and integration as well as globalization induced partly by cross-bo rder listing and portfolio flows, etc. Together these developments have eroded the significance of physical national stock exchanges and their trading floors. Consequently, across the globe stock exchanges are now rethinking their business strategy and model in order to find ways of how best to survive. In the process, exchanges have evolved towards new corporate, legal and business models to strengthen governance and face the competition. This process of transformation from members’ associations into for-profit corporations is referred to as demutualization. There is a great need to distill lessons from the rapidly evolving experience with demutualization and synthesize both the normative and positive aspects of this exciting and relatively new structure so that developing countries can take advantage of it. This paper, therefore, aims to provide basic perspectives and dimensions of demutualization based on a review of literature and experience. In the process it explains: (i) What is demutualization and how significant has it been? (ii) What factors have been driving the demutualization of exchanges? iii) What ownership, legal and strategic approaches are being adopted in the process of demutualization? (iv) What are the principal benefits of demutualization? (v) What regulatory challenges and responses does a demutualized exchange face? (vi) Have the demutualized exchanges been financially viable? 1. 2 Demutu alization: Its Definition, Size and Significance Demutualization, in the strictest sense, refers to the change in legal status of the exchange from a mutual association with one vote per member (and possibly consensus-based decision making), into a company limited by shares, with one vote per share (with majority-based decision making). Demutualization makes sense if it induces a change in the exchange’s objective from managing the interests of a closed 4 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges member-based organization with a central focus on providing services for the benefit primarily of the members/brokers and keeping costs and investments limited to financing agreed by members, into a company set up with the objective of maximizing the value of the equity shares by focusing on generating profits from servicing the demands of their customers (brokers and investors) in a competitive manner. The number of exchanges that have privatized or listed has been increasing since the Stockholm Stock Exchange demutualized in 1993. In 1999, 11 stock exchanges had been privatized or listed and this number rose to 21 by early 2002, with several other exchanges either considering demutualization or already having stated their intent to do so. Of the World Federation of Stock Exchanges-formerly the International Federation of Stock Exchanges (FIBV)-member exchanges, around 52% of stock market capitalization is accounted for by demutualized exchanges. In Asia, demutualized stock exchanges including the Tokyo Stock Exchange now account for 76 % of the region’s market capitalization (Figures 1. 1 and 1. 2). Figure 1. 1. Market Capitalization FIBV Stock Exchanges (2001) Figure 1. 2. Market Capitalization Stock Exchanges in Asia (2001) Demutualized 52% Not demutualized 48% Demutualized 76% Not demutualized 24% Source: International Federation of Stock Exchanges (FIBV) Source: International Federation of Stock Exchanges (FIBV) 1. 3 Motivation and Driving Factors for Demutualization Today, exchanges are no longer the sole primary and secondary market makers or the sole service providers of trade execution, signaling or other activities. This is largely because of the widespread proliferation of ATS and ECNs that have been supported by technological revolution and introduction of high capacity hardware, software packages and Internet facilities. ATS/ECNs have allowed efficient and effective matching 5 Part I: Issues Involved in Stock Exchange Demutualization of the buy and sell orders of customers at lower transaction costs, while offering price transparency, trader anonymity and extended trading hours. Large global brokers are able to price-match within their own order-stock and only report the net position as a trade to the exchange (thus avoiding transaction costs). Given the competitive edge, the market share of the ECNs has grown. In 2002, ECNs have accounted for 45% of NASDAQ shares traded (compared to 25. 5% in 1999) – although they only accounted for about 5% of the listed shares traded. Of the several ECNs, Island ECN alone accounted for 32% of the ECN’s market share. Instinet makes up another 29%, ArcaEx 27. 2% (formed through the merger of Archipelago and REDIBook), Bloomberg Tradebook 6. 3% and Brut ECN 5. 3%. The rest is accounted by other networks. 2 Having attracted substantial trading, ECNs are also entering into strategic alliances or tie ups with other exchanges or are offering services such as quotes and listing shares to further raise revenues. The growing competitive pressure has also triggered a wave of restructuring and mergers and alliances among securities markets to maximize economies of scale, accessibility and market reach, while providing global trade facilities through around the clock trading. For instance: (i) Euronext was established by the merger of former national exchanges in France, the Netherlands, Belgium and Portugal and the integrated equity trading markets of the northern-European countries of Sweden, Finland, Denmark and Norway; (ii) in the derivatives markets, a/c/e, the trading platform of Eurex and Chicago Board of Trade (CBOT), and Globex (Chicago Mercantile Exchange, Liffe, Singapore and others), have already formed global alliances with participants from all time zones, thus creating 24 hour trading markets; and (iii) NASDAQ has developed global alliances/interconnections to attract more liquidity for the United States and regional securities markets. NASDAQ has structured agreements with Europe, Japan, Hong Kong and Canada and is positioned for similar arrangements with China, Latin America and Middle East. In Asia, several exchanges have trading links and dual-listing agreements with the United States-based NASDAQ. 2 Global Finance Staff Research. 2002. National Association of Securities Dealers (NASD). JP Morgan, H. 6 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges The market integration has encouraged a process of disintermediation. With the emergence of new structures, there is no need for formal floors of stock exchanges or financial market intermediaries and participants, as they do not add value (to match the cost) to trading of securities. Exchanges with low market capitalization and weak trading volumes have had to particularly re-examine their operations and organizations with the view to increasing their competitive offering and price mix to minimize further diversion of trading volumes. Summarizing the emerging issues, a recent World Bank study3 concluded that: â€Å"Powerful trends of internationalization and migration of order flow are putting pressures on stock exchanges around the world. For some exchanges, already more than half of trading and listing has migrated offshore†¦ Migration makes it difficult for countries to sustain a full-fledged local stock exchange. As trading volumes further decrease, financing the fixed overhead of maintaining market oversight, clearing and settlement systems, †¦ and generating enough business for local investment banks, accounting firms, and other support services will become even harder, especially for smaller emerging markets. The trend towards increased migration will thus make it more difficult for small exchanges to survive. † [page 18] In order to survive in this environment, exchanges need to diversify and move towards commercially oriented business practices with greater focus on improving efficiency, accessibility and ease of use of their systems. Since exchanges have higher overhead costs (as compared to ECNs) due to (among other things) cost of building and facilities, they need to strive harder to achieve profitability and economies of scale, while offering competitive services and fees compatible to those being provided by the ECNs. These considerations have driven exchanges to consider alliances and consolidation. By merging two exchanges, the exchange can multiply the volume at the same overhead cost (provided cost cutting synergies are fully explored). It can thus offer to the investors and brokers more listed securities for trading on the same platform. There are forecasts available that indicate that by 2010, there will be fewer than five major stock exchanges; and, perhaps two or three of these will be entirely electronic markets—which have not yet been established. 4 3 4 Claessens, Stijn, et. l. 2002. Explaining the Migration of Stocks from Exchanges in Emerging Economies to International Centers. World Bank Working Paper No. 2816. Young, Patrick. 1999. Capital Marke t Revolution: The Future of Markets in an Online World. Harlow: Financial Times. 7 Part I: Issues Involved in Stock Exchange Demutualization 1. 4 From Mutuality to Demutualization of Exchange The transformation of exchanges from mutual to demutualized structure involves two key features: (i) a change in the ownership structure, and (ii) a change in legal as well as organizational form. Both need to be accompanied by adequate safeguards to ensure appropriate governance. Depending on the nature of ownership and legal forms adopted, the demutualized exchange—given their corporate model and facing growing competitive pressures—lends itself to focusing on evolving strategic positioning which, depending on a number of conditions, could involve greater market consolidation, vertical integration and product diversification. 1. 4. 1 Ownership Structure The transformation from the mutual member-based to demutualized exchange involves issues of transferability of ownership from members to nonmembers. There are various ways that dilution of membership can be achieved. Sequentially, it involves conversion of existing member seats by monetizing these and assigning a certain value per seat. Once the valuation is done, the members can opt to convert their membership to share ownership or to sell off their interest to nonmembers. In most cases of demutualization of exchange, members have opted to retain their share ownership. A listing of equity shares in the exchange facilitates the unlocking of the members’ equity and buy out of the interest of the traders, while leading to the monetization of the value of the members’ seats. An entity with freely transferable shares, rather than membership rights, can form equity-swap-based strategic alliances or mergers with other exchanges, domestically or in other countries or time zones. Such alliances are stronger and offer greater credibility than pure cooperation agreements. To avoid stock exchanges operating in special or limited interests, securities regulators often place restriction on ownership by one holder or a group of holders to non-controlling stakes of 5-10%. Limits on ownership stakes could affect potential take-over by other exchanges. Such take-overs could have merit in terms of efficiency and economies of scale of the market especially where more efficient participants acquire inefficient ones. Recognizing the synergies of take-overs, most demutualized exchanges have provisions in place to allow other 8 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges exchanges, or technology partners, the possibility of acquiring or swapping strategic stakes. The reluctance to relinquish control to strategic partners or owners remains however one reason why non-equity, swapbased cooperative alliances have been more prolific in the exchange industry. 5 Indeed, several hostile take-over attempts (including OM Gruppen’s moves to acquire the London Stock Exchange in 2000, and the bidding war for Sydney Futures Exchange by Australian Stock Exchange and Computershare in 1999) have failed due to the voting strength still exerted by the brokers (Table 1. 1). 1. 4. 2 Legal and Company Structure Most stock exchanges are registered as private limited companies with a paid-up capital base, while others operate as member associations or cooperative arrangements. At the end of 2000, FIBV statistics indicates that 90% of its member exchanges, accounting for 60% of market capitalization, were private limited companies. Almost 46% of these were legal company exchanges with inside ownership. Around 25% (accounting for 21% of market capitalization) of the exchanges had been privatized, 13% (accounting for 8% of market capitalization) were registered as listed companies6 and the remaining 17% had other types of status—with some being state-owned or semi-public entities (such as the Shenzhen and Shanghai Stock Exchanges (SZSE and SHSE). As evident in Table 1. 2, in Asia, with the exception of SZSE and SHSE, most of the exchanges are legal entities registered as private limited companies. So far, five exchanges in Asia have been fully demutualized, with three of these listed on their own exchange, and another two have announced plans to demutualize in 2003. The legal structure for the demutualized exchange is based on considerations similar to that for any profit-making company including decisions on number of shareholders (partnership vs. corporation), voting procedures, limitation of liability (liability limited to equity invested vs. joint and several liability for all debts), accounting and reporting requirements (based on taxation laws and on partners/shareholders’ access to information of the company) and distribution of dividends (re-investment 5 6 Interestingly, this is similar to another rapidly globalizing industry with national quasimonopolistic companies—the airline industry—in which global cooperation alliances have proven very important for customer retention. Notably half (of six) of the exchanges that have listed themselves are in Asia. 9 Part I: Issues Involved in Stock Exchange Demutualization Table 1. 1. Asian Stock Exchanges: Shareholding Structure SHAREHOLDING LIMIT Australian Stock Exchange (ASX) Initially maximum shareholding limit was 5%, but the Financial Services Reform Act raised this to 15% in March 2002. Higher shareholding can be allowed if it is in national interest subject to approval of the Minister for Financial Services and Regulation. Singapore Exchange Limited (SGX) Maximum shareholding limit is 5% and can be higher if approved by the Monetary Authority of Singapore (MAS). In 2001, MAS announced that, with its approval, strategic investors and fund managers who invest pools of consumer funds could acquire up to 10% of share-holding. SHAREHOLDING STRUCTURE As of June 2001, issued and paid-up capital of ASX amounted to A$106,282,000. After listing, ASX’s shareholders rose from 606 to 16,313. Besides individual investors, the large domestic and international fund managers subscribed to ASX equity including Chase Manhattan Nominees Ltd. whose holding is 6. 9%, National Nominees Ltd. 3. 5%, followed by AMP Life Ltd. (2. %), Westpac Custodian Nominees Pty. Ltd. (2. 11%) and Citicorp Nominees Pty. Ltd. (2. 07%). The top 20 shareholders account for 27. 3% of issued capital. SGX has authorized share capital of S$1,000,000,00. As of August 2001, its issued and paid-up capital stood at S$10,000,000. The top sharehold ers include SEL Holdings Pte. Ltd with 25% of total shares (but owing to the restrictions in the exercise of votes attached to shares, SEL is not regarded as a substantial shareholder), Raffles Nominee Pte. Ltd. (12. 9%), followed by DBS Nominees Pte. Ltd. (9. 9%), Overseas-Chinese Bank Nominees Ltd. (5. 3%) and HSBC Singapore Ltd. and Citibank Singapore (each over 4. %), and others with significant stake in the range of 0. 60-2%. The top 20 shareholders account for 77. 8% of total shares. Out of the shares issued to SEL, the Company made an Initial Public Offer (IPO) and a private placement. The IPO raised S$470 million. Consequently, the issued and fully paid share capital of SGX increased from S$61,670 as at 30 June 2000 to S$10 million as at 16 November 2000. HKEx has authorized share capital of HK$2,000,000,000. As of December 2001, issued and fully paid capital amount to HK$1,040,664,846. As of March 2002, the two Central Clearing and Settlement System (CCASS) Participants hel d 28. 8%, and 12. 1% of HKEx’s issued share capital. SFC granted approval to these two entities as minority controllers of HKEx on the basis that the shares are held in custody for their clients. Hong Kong Exchanges and Clearing Limited (HKEx) Maximum shareholding limit is 5%. The Securities and Futures Commission (SFC), in consultation with the Finance Secretary, may give approval to a person to hold more than 5% where it can be demonstrated to be in the interest of the public or the investing public. Philippine Stock Exchange (PSE) The Securities Regulation Code imposes a 5% maximum shareholding limit for individuals and individual companies and 20% for industry or business groups. The demutualized PSE has an authorized capital stock of P36. million, with subscribed and fully paid-up capital base of P9. 2 million representing a portion of the members’ total contribution of P286. 6 million as of 31 December 2000. Each of the 184 member-brokers was granted 50,000 common shares of the new PSE at a par value of P1. 00 per share. T he remaining members’ contribution of P277. 4 million will be booked under additional paid-in surplus. Prior to demutualization, TSE had a capital of Y11,500 million. After demutualization, TSE raised it to Y22,874 million by issuing 2,300,000 shares for equal allotment to its members. The total number of authorized shares after demutualization is 9,200,000. TSE now has 114 shareholders. Tokyo Stock Exchange (TSE) Under the Securities and Exchange Law, there is a 5% maximum shareholding limit. Source: Stock Exchanges. Latest Annual Reports 10 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Table 1. 2. Asian Stock Exchanges: Legal and Corporate Structure STOCK EXCHANGE TSE LEGAL FORM TSE was demutualized on 1 November 2001 Legal Status: Company SGX was demutualized in December 1999 Legal Status: Company (for profit). Singapore Exchange Securities Trading Limited (SGX-ST), the stock exchange, is a wholly-owned subsidiary of SGX. HKEx was demutualized in March 2000 Legal Status: Company (for profit) with the Stock Exchange of Hong Kong Limited (SEHK) set up as a wholly- owned subsidiary of HKEx. ASX was demutualized on 13 October 1998 Legal Status: Company (for profit) LISTING STATUS Not listed (plans to list in FY2005) SGX On 23 November 2000, the Company was admitted for listing of SGX-ST. SGX became a public-listed company with 1,000,000,000 ordinary shares outstanding. HKEx Listed ASX ASX was listed on its own exchange on 14 October 1998. When ASX shares were quoted on 14 October 1998, they closed at A$4. 25; sub-sequently they rose as high as A$16 by 16 March 1999. By the end of 1999, they traded at a range of A$10 to A$11, valuing the company at between A$1 billion and A$1. 1 billion. Not Listed PSE PSE was demutualized in August 2001 Legal Status: Company Source: Stock Exchanges. Latest Annual Reports needs vs. distribution to partners, taxation). In most jurisdictions, a limited liability company has been observed to be the traditional and preferred option for profit-making ventures involving more than a close group of partners. The methods for transforming an association into a limited liability company varies between jurisdictions, but in principle, the existing members agree to transfer the assets and operations of their association to a newly formed company, in exchange for shares in that new company. 11 Part I: Issues Involved in Stock Exchange Demutualization 1. 5 Benefits of Demutualization of Exchanges 1. 5. Improvements in Corporate Governance Exchanges, when run as mutual associations, clubs and cooperatives of traders and brokers allow members exclusive rights of access to trading systems and platforms. Operating under this mutual structure, exchanges enjoyed quasi or full monopoly on trading and they derived profits from the intermediation of nonmember transactions. Since members under the mutual structure were owners of the exchange, they imposed rights to trading and disallowed direct access to the trading floor to any outsiders. Brokers inadvertently resisted changes if these entailed additional costs, loss of revenue or competitive threat. This resistance eventually impeded the ability of the company to react quickly to a rapidly changing market environment. Also, in some developing countries if the exchanges enjoyed a legal or decreed national monopoly, government-appointed officials and stakeholder representatives were often represented on the board. While in the short-run such appointments may have proved conducive to mitigating entrenched vested interests, in the long-run these can prove counter productive leading to unhealthy government interference. With the changing economics of automated auction trading and its easy access electronically, the economics of member-cum-trading floor based exchanges has lost its merit. As a result, it has generated pressures to replace the age-old reliance on one member, one vote and the committee-based decision structure where control is vested with the interest groups that have exclusive rights of intermediation at exchange. Under demutualization, there is increased acceptance to separation of ownership from membership that automatically provides trading rights. This segregation helps introduce effective corporate governance if: (i) there are accompanying improvements in the incentive structure,7 which allow the exchanges to sell their equity stakes to nonmembers and outsiders, (ii) decision making is based on this new ownership structure (not on rights of intermediation), and (iii) when there is an effective oversight of a governing board and a company structure. 7 Steill Ben 2002. Changes in the Ownership and Governance of Securities Exchanges: Causes and Consequence. In Brookings-Wharton Papers on Financial Services. Washington D. C. : Brooking Institution Press. 12 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Since under demutualization the economic ownership of the exchange is separated from trading membership, it is not appropriate that interest groups (such as the trading members) have exclusive authority over the decisions of exchange. After demutualization, some exchanges have granted less than 50% of the voting rights to the broker members on the board of the exchange (see Table 1. 3). To gradually decrease broker influence on the board, the exchanges have appointed independent directors or directors that are nontrading owners. After demutualization, the appointment of government appointed officials (a common feature of exchanges in developing economies) has by and large been viewed as controversial given that the demutualized exchange is a private sector company operating in a competitive environment. In environments where broker influences are often daunting, the continued role of the representative(s) of the securities regulator can support the transition of exchange till such time as the regulation is changed to allow the exchanges to operate in a fully competitive manner. Besides appropriate board representation, it is important that the management of the exchange is fully qualified and motivated to act not only in the best interests of the shareholders, but also to conduct the business in a prudent manner so as not to disrupt the orderly and fair trading in the capital markets. To ensure that this public interest is satisfied, â€Å"fit-and-proper† screening of the board and management, similar to tests put in place in the banking regulations of many jurisdictions, could be undertaken. The management should be accountable to the board, which would determine management’s appointment and remuneration, supervise the strategic direction and audit the financial and operational results, including risk management, and if needed, effect the removal of management. To ensure the effective supervision and auditing of management, it would seem prudent to ensure that a majority of board members are truly independent directors. To remain competitive, a stock exchange must follow international best practices in ethics and procedures. This is necessary in order to ensure that institutional investors do not shift their investments to other alternatives perceived to be more fair or secure. Therefore, it is in the profit-motivated exchange’s best interest to ensure fair and transparent practices; and, as such, good corporate governance needs to be an integral part of the exchange once it is driven by the profit motive. 13 Part I: Issues Involved in Stock Exchange Demutualization Table 1. 3. Asian Stock Exchanges: Board Representation STOCK EXCHANGE ASX BOARD REPRESENTATION/COMPOSITION 9 member board of directors. Of ASX’s 9 directors, 4 are ASX Members/ Affiliates. 11 member board of directors. Of SGX 11 directors, 4 represent broker interests. SGX plans to broaden membership base by attracting new international members both global and regional securities houses. In addition, SGX will be introducing a new membership structure that allows new and existing members to choose between trading-only membership or clearing-only membership or both trading and clearing membership. Central Depository Pte. CDP) clearing rules have been revised to incorporate the admission requirements and expect to launch the new membership structure in the third quarter of 2002. The board comprises 8 Public Interest Directors appointed by the Financial Secretary to represent public and market interests, 6 Directors electe d by shareholders, and the Chief Executive of HKEx who is an ex-officio board member. Pursuant to the Exchanges and Clearing Houses (Merger) Ordinance, the number of Public Interest Directors will be reduced to no more than the number of elected Directors immediately following the annual general meeting of HKEx in 2003. 51% of the board (8 of 15 directors) should be independent. 11 member board of directors, of whom 6 are outside directors. SGX HKEx PSE TSE Source: Stock Exchanges. Latest Annual Reports 1. 5. 2 Opening Up of Trading Rights of Exchanges Consistent with the for-profit motive, the demutualized exchanges in Asia have included provisions to admit new trading partners (Table 1. 4) and permitted eligible applicants (new customers) unrestricted commercial access to the services of exchange. Some exchanges, however, adopted a moratarium period on the issuance of new trading rights. If share ownership were a requirement for trading membership, it would be relatively easy for existing members to protect their market share by refusing to sell existing or issue any new shares, thus barring new entrants. If new shares can only be issued to the active trading members, then the public, financial institutions, institutional investors and others would generally not be able to invest. The question of a broader ownership 14 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Table 1. 4. Asian Stock Exchanges: Trading Rights and Dividend for Profit-Seeking STOCK EXCHANGE ASX TRADING RIGHTS Trading rights may be acquired through application with ASX or from an existing Participant. Trading rights have to be acquired through application with SGX, as these cannot be secured through transfer from an existing member. In July 2000, SGX opened the securities market to new members, and five new member firms joined in 2000. SGX also changed its rules to allow a single legal entity to be a member firm in each of the securities and derivatives markets thereby furthering their members’ opportunities to trade in both markets. Access to the markets may be obtained through acquisition of trading rights from existing members of the exchanges and from HKEx after the expiry of a two-year moratorium on March 2002. Trading rights issued by HKEx (other than those automatically conferred to the exchange shareholders on the effective date) will not be transferable. For a further period of 2 years thereafter, no new trading rights will be issued for less than HK$3. 0 million per Stock Exchange Trading Right or for less than HK$1. 5 million per Futures Exchange Trading Right. An entity may acquire trading right from an existing trading participant (with approval of TSE), or through application with TSE. Trading right can be acquired through purchase from an existing trading participant. PSE temporarily imposed a moratorium on the issuance of new trading rights and limits it to its present number of 184, transferable for an unlimited period of time. PAYOUT RATIO 70% of net profit after tax. 85% SGX HKEx 46% TSE n. a. PSE n. a. Source: Stock Exchanges. Latest Annual Reports base of the exchange (as a public listed company) is critical in situations where exchanges need to raise funds for future investments. Broader ownership would help avoid potentially large swings in the value based on the trading of a limited number of shares only. With share ownership separated from the right to trade, the question of the compensation of existing trading members arises especially since trading rights are granted freely to new members when the existing 15 Part I: Issues Involved in Stock Exchange Demutualization members had to acquire their trading memberships. If existing shareholders continue to retain their shares, then they would enjoy the trading rights granted to the shareholders and there would be no need to compensate them for trading rights. This is argued largely because for both the old and new shareholders, the economic value that the shares now represent would always be inclusive of the right to trade provided such rights have been granted. In order for shares to have economic value, there must be an expectation of dividends, at some point in the future. The introduction of a dividend policy (which does not exist in mutual exchanges), coupled with a listing of the shares, thus transfers the value of stock exchange share ownership from the right to trade, to the right to receive dividends and trade the shares (see Table 1. 4). These factors should in theory minimize the resistance to the demutualization of exchanges by the brokers. However, a moratorium (limited in time) on the granting of new trading rights has often been introduced to lessen the competitive impact on smaller brokers. 1. 5. Restructuring and Alliances of Exchanges After being demutualized, most exchanges have revisited their commercial strategy to improve viability and enhance business prospects. Exchanges have opted to: (i) consolidate, merge and/or integrate their domestic markets; (ii) build alliances by establishing cross-border linkages with other exchanges within or outside the region; and (iii) merge with other exchanges—a phenomena more predominant thus far in Europe. In Asia, the exchanges have by and large opted thus far for (i) and (ii). Emphasis has been largely to re-group businesses to broaden the markets, offer issuers and investors better distribution networks and improved liquidity. Predominant in-country mergers or restructuring have taken place in Singapore, Hong Kong, Australia and Japan, and in early 2002, the Kuala Lumpur Stock Exchange (KLSE) merged with MESDAQ (Table 1. 5). In-country restructuring of exchanges has involved: (i) Merger of two or more exchanges into a single viable nationallevel company, which would be of sufficient scale to be an interesting partner for other (foreign) exchanges, and as a listed company for investors to consider. While these mergers lead to 16 Demutualization of Asian Stock Exchanges—Critical Issues and Challenges Table 1. 5. Asian Exchanges: Mergers and Alliances STOCK EXCHANGE TSE MERGERS PRIOR TO DEMUTUALIZATION Hiroshima and Niigata Stock Exchanges merged with the TSE in March 2000. ALLIANCES W How to cite Demutualization of Stock Exchanges, Papers

Group Influence on Consumer Behavior †Free Samples to Students

Question: Discuss about the Group Influence on Consumer Behavior. Answer: Introduction: The Social circle of any individual plays an important role in shaping his choices. Many other people from various occupations, such as sports teams, corporate achievers and even politicians and celebrities have direct or indirect effects on the choices of an average consumer. These groups of people are the reference group for that person or consumer(Fisher, 2017). The bigger challenge for any product and services company starts after it has developed its product, which is promoting it correctly in order to give it an exposure. Understanding the general reference groups for the consumers and identifying the correct reference group that can be associated with the product plays an important role in developing the marketing strategy for the product(Sirgy, Rahtz, Portolese, 2017). This practice of understanding and associating with the reference group in order to influence a consumers choice is termed as group influence. There are many categories of groups in which a person socializes or relates. The reference group may change with change in geography, age, financial position or educational qualification. In general, reference groups are categorized under two major categories, which are primary and secondary(Tutorials Point, 2017). Primary groups are those groups with which a person has regular interactions and a close relationship. A persons colleagues, family, friends, or his sports teams are few examples of the primary group. These groups have a prominent bearing on a consumers choices, as they are more confident about their peers or their families. It is not necessary for a particular group to remain a primary group in every case. For example, for a person who is sporty and adventure loving, his rugby team or any other sports team holds significant importance compared to his general friends circle. For a socialite who seeks to harbor cordial relations with everyone, his social groups and gatherin gs such as alumni associations become very important to him. Thus, the primary group can become secondary for two different types of consumers. Consumers tend to make similar choices as their primary group in order to be assured about their choices. This also makes them less susceptible to wrong choices. On the other hand, secondary groups are those people with whom a person has less contact. They have less importance and therefore carry lesser weightage while influencing a persons choice. Groups like those at church, or social clubs, or charity groups who congregate less frequently are secondary groups of a person. Reference groups are also categorized as formal or informal groups. Formal groups are groups, which have an official recognition and have a general code of conduct or scope of activities. Informal groups are soft groups like a friendly hangout or a parents group of a school. Another attribute of a reference group is that it is either an aspirational group or a dissociati ve group. Aspirational groups are the ones with which people would like to be associated with. In order to confirm to the lifestyles and choices of these aspirational groups, a person may start wearing the brand most used by them or buy team caps in order to resemble them. Dissociative groups are the ones, which a person does not like to be associated with(Perner, 2017). Advertisers have to use the most relevant groups for their products in order to gain a connect with its consumers(Pittard, 2013). In most of the cases, the secondary group of its target consumers is the best bet to promote its product. This is due to the reason that primary groups differ from person to person and thus it is difficult to achieve mass appeal among so many consumers as their target reference groups are fragmented. However, if their secondary groups are considered, then the outreach is widened many fold(Mondal, 2016). These groups should also have other attributes like they should be an aspirational group like a popular sports team or celebrities. After identifying the aspirational group of its target consumers, the focus shifts to the product in order to match the requirements. A company promoting a soap brand will not use a formula one team to promote its product. Similarly, an auto parts company would rather use a race team than a celebrity. While both of the celebrit y and the race teams are aspirational and appealing reference groups, the final choice is made by use cases of the product(Pittard, Using Reference Groups in Marketing, 2013). Sportswear companies like Nike and Adidas have a target audience of young age group who are involved in sports. Therefore, they have targeted their aspirational groups like sports football teams and prominent tennis players and other athletes in order to generate appeal among youngsters who regard them as their icons. Similarly, toothpaste companies can use the recommendations of dentists and health experts in order to generate trust among its consumers, who are more likely to go by choice of a doctor. The highly competitive nature of business and the emergence of large corporate organizations have led to a wide range of choices in each segment for the individual consumer. In order to compete with their rivals and find preference among their consumers, companies deploy various marketing strategies in order to generate sales. This kind of exposure to marketing has made a difference to the way a consumer chooses his products. A well-publicized and promoted health drink may find favor among the consumers more against an under promoted product, even if there is a significant price difference between the two similar product. This means that the average consumer is influenced by factors like celebrity endorsements and advertisements in order to judge a product(Sokolovska, 2016). The consumers have limited resources to compare the actual productivity of a product and make informed decision after comparing prices of similar products of other brands, which offer more value for money. Organi zations, on the other hand, have to deploy intense scrutiny for their purchases, as the resultant cost of their product is dependent on the way they spend producing it(Bhasin, 2016). This is very important aspect of their business because if their product becomes more costly in comparison to their competitors, this would affect their sales. Rational purchase is also crucial in order to maintain profit margins as they occur in large scale(Bhide, 1996). An individual consumer has the liberty to spend money on expensive product even if it means less value for money. This is because it will not affect his day-to-day activities and his income would remain the same. However, this is not the case for organizations. A consumer may go with his emotions or the urge to try his neighbors preferred brand just to experiment with it. Large organization cannot make lame choices based on emotions or word of mouth information. Thus, large organizations invariably make rational decisions while buying; however, this cannot be said of the average consumer, whose decisions are based on less relevant factors like marketing and endorsements. Marketing technique require constant innovation and fresh ideas in order to make a difference. The constant pressure of producing results in the form of sales, and the goal to rise among competitors often lead to unique concepts of promotions. Impulse buying is one such technique where marketers try to generate instant, albeit short-lived demand for their product(Mendenhall, 2014). Flash sales like those of e-commerce websites that last for two or three days are the best examples where sellers hope that consumers would resort to impulsive buying(Stern, 1962). These events and other techniques that promote impulsive buying often generate mixed results for the companies. For example, if a clothing brand holds sales events in order to draw attraction, it may witness increased sales activity during the period. These kinds of event leads to the consumers make a purchase, where they would have purchased the product after a few days or weeks anyway. Besides, some other individuals who would have bought other brands could instead shift to this brand for the reason that it is discounted. However, these events are followed by a slump in sales activity as the potential purchases are already tapped by the company; hence, it has to wait for the consumers to feel the need to make a purchase. This short-term effect may reduce the earnings made by the sales event and the long-term figures remain constant. In addition, the discounts, which the company offered in order to lure the customers, also make a dent in the profits made from the sales. Impulsive buying is an attractive proposal for marketing firms, but they should be avoided in favor of longer-term benefits of marketing and sustained promotional activities wherever possible. However, there are certain circumstances where impulsive buying is desired. Like in the sporting events and soccer matches, companies can run promotional periods for team jerseys and caps in order to tap the enthusiasm of the fans and viewers. These are short-term demand and will wear off after the event anyway, so the best bet would be to generate as much interest as possible within a short period of time. Promotional activities such as free match passes, meetings with celebrities and the chance to appear on television are the triggers of impulse buying where the viewers at a stadium may get enthusiastic about the offer and buy the product, even if it of no use to them afterwards. References Bhasin, H. (2016, December 1). Organizational Buying. Retrieved from marketing91.com: https://www.marketing91.com/organizational-buying/ Bhide, A. (1996, December). Decision Making. Retrieved from HarvardBusinessReview: https://hbr.org/1996/11/the-questions-every-entrepreneur-must-answer Fisher, C. (2017). Group Influence on Consumer Behavior. Retrieved from SmallBusiness.chron.com: https://smallbusiness.chron.com/group-influence-consumer-behavior-61919.html Mendenhall, C. (2014, December). The Phenomenon of Impulse Buying. Retrieved from University Of Missouri: https://artifactsjournal.missouri.edu/2015/01/the-phenomenon-of-impulse-buying/ Mondal, P. (2016). Difference Between Primary and Secondary group. Retrieved from yourarticlelibrary.com: https://www.yourarticlelibrary.com/sociology/differences-between-primary-and-secondary-group-788-words/6221/ Perner, L. (2017). USC Marshall. Retrieved from www.consumerpsychologist.com: https://www.consumerpsychologist.com/cb_Group_Influences.html Pittard, V. (2013, March 6). Using Reference Groups in Marketing. Retrieved from Business2community.com: https://www.business2community.com/marketing/using-reference-groups-in-marketing-0427866#1pWRVY3BjOwhlDi1.97 Pittard, V. (2013, March). Using Reference Groups in Marketing. Retrieved from business2community.com: https://www.business2community.com/marketing/using-reference-groups-in-marketing-0427866#1iLoEmkF3if5BS0h.97 Sirgy, M. J., Rahtz, D. R., Portolese, L. (2017). Consumer Behavior Today. Retrieved from Flatworldknowledge.com: https://catalog.flatworldknowledge.com/bookhub/reader/8111?e=sirgy_1_0-ch11_s01 Sokolovska, A. (2016, October 4). Impact Of Celebrity Endorsement in Consumer Behaviour. Retrieved from Guidedselling.org: https://www.guided-selling.org/impact-of-celebrity-endorsement-on-consumer-buying-behavior/ Stern, H. (1962, April). The Significance of Impulse Buying Today. Journal of Marketing, 26(2), 59-62. Retrieved from https://www.jstor.org/stable/1248439?seq=1#page_scan_tab_contents Tutorials Point. (2017). Consumer Behaviour - Reference Groups. Retrieved from Tutorials Point: https://www.tutorialspoint.com/consumer_behavior/consumer_behavior_reference_groups.htm

Candide free essay sample

The novel reflects a type of writing known as bildungsroman. Bildungsroman is a story in which the main character moves from a state of innocence and inexperienced to a state of wisdom and maturity through his or her experiences. The beginning course of bildungsroman is that the protagonist has some reason to go on a journey such as a bad behavior makes the protagonist to leave from his or her current life’s setting. At the beginning of Candide, it tells that Candide was a son of the Baron’s sister. He was a perfect innocent man who worshiped Pangloss, a philosopher of Optimism. He listens to Pangloss’ philosophies attentively and believes innocently. These philosophies have caused Candide and Cundegonde to fall in love with each other. The baron finds out about the relationship and kicks Candide out of the castle. This incident is the most important reason that forces Candide to leaves his current life in Westphalia. We will write a custom essay sample on Candide or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page It also starts the adventures that have developed Candide’s state of wisdom and maturity. The process of maturing of Candide is long and consisting of repeated clashed between needs and judgments by the society. On Chapter 14, page 82, Voltaire writes : â€Å"I have delivered thee out of the galleys, I have paid thy ransom, and thy sister’s also; she was a scullion, and is very ugly, yet I am so condescending as to marry her; and does thou pretend to oppose the match? I should kill thee again, were I only to consult my anger. † This is an example of clashes between needs and judgments by the society. In this line, Candide asks to marry Cundegonde even as she is now an ugly and poor woman. Candide’s proposal is being rejected by the Cundegonde’s brother. One of the most important reason for Candide to want to marry Cundegonde is that he wants to keep his promise and doesn’t want the society view him as an untrustworthy man. He has sacrificed his needs for the judgments of the society. In bildungsroman, the character is usually be able to make a smooth movement away from conformity throughout major conflicts such as individuality vs. onformity. During his adventures, Candide acquires wealth and experiences about the world. These factors cause Candide to question his belief in optimism. After Candide listened to Martin’s philosophy of pessimism, he has changed his views from optimism of Pangloss to Martin’s pessimism. At the end of the novel, Candide rejects Pangloss’ philosophy and Martin’s philosophy. He begins aware of both good th ings and bad things. He starts to forms his own life opinions by becoming a gardener. This is an example of individuality vs. conformity. In this novel, Voltaire is able to use bildungsroman to moves Candide from an innocence and honest man to a man of wisdom and maturity. After being forced away from Westphalia, Candide is able to acquired some knowledge about the world. He is now matured enough to be able to sacrificed his needs for his reputation. He has gained wisdoms to develop some opinions for himself. Finally, the novel Candide can be considered as a bildungsroman because of these elements.

Financial Analysis- for Royal Dutch Shell Essay Example

Financial Analysis Financial Analysis- for Royal Dutch Shell Essay Financial Analysis- for Royal Dutch Shell Essay Royal Dutch Shell, Plc. (NYSE: RDS. A) Table of Contents Executive Summary3 Introduction4 Financial Ratio Analysis5 Liquidity6 Asset Management7 Debt Management8 Profitability10 Market Value12 Cash Flow and Growth Analysis14 Capital Structure Estimation16 Weighted Average Cost of Capital17 Cost of Debt17 Cost of Equity CAPM18 Cost of Equity DCF19 Cost of Equity BYPRP19 WACC20 Project Cash Flow Estimation21 Capital Budgeting Analysis23 Sensitivity Analysis24 Scenario Analysis27 Conclusion28 References29 Appendix30 Executive Summary This report analyzes Royal Dutch Shell Plc. (RDS. A on NYSE) financial status, history, market space, and growth opportunities. Royal Dutch Shell Plc. (Shell) is one of the world’s largest corporations with annual revenue of $470 billion for fiscal year 2011. When analyzing a company it is vital to ensure all aspects of the firm’s financial standing are stable, this is essential to guarantee its ability to take upon new major projects, such as the one being proposed at this time and evaluated in this report. This report intends to evaluate the possibility of Shell undertaking a project that requires a total initial investment of $580 million in fixed assets as wells as operation expenses of $38 million, for a total of $618 million is startup costs. This report illustrates Shell’s financial standing through, ratio analysis, cash flow analysis, and detailed capital budgeting analysis to help calculate Shell’s capacity to accept the proposed project. The life of the project will be eight years and expected to have a growth rate of 8. 5%. : The Net Present Value of the project is approximately $284 million and is expected to pay for itself in approximately 4. 74 years according to discounted payback calculations (detailed in report). Introduction Royal Dutch Shell plc operates as an oil, gas and energy company that explores for and extracts hydrocarbons worldwide. Royal Dutch Shell also converts natural gas to liquids to provide cleaner-burning fuels; markets and trades natural gas; extracts bitumen from mined oil sands and convert it to synthetic crude oil; and generates electricity from wind energy. In addition, it converts crude oil into a range of refined products, including gasoline, diesel, heating oil, aviation fuel, marine fuel, lubricants, bitumen, sulphur, and liquefied petroleum gas (LPG); and produces and sells petrochemicals for industrial use. The company holds interests in approximately 30 refineries; 1,500 storage tanks and 150 distribution facilities; and fuels retail network of approximately 43,000 service stations under the Shell brand name. Royal Dutch Shell plc also markets its products under the Shell V-Power and Shell FuelSaver brand names. In addition, the company offers lubricants for use in passenger cars, trucks, and coaches, as well as for industrial machinery in manufacturing, mining, power generation, agriculture, and construction industries. Royal Dutch Shell plc sells fuels, specialty products, and services to commercial customers; offers fuel for approximately 7,000 aircraft every day at 800 airports in 30 countries; offers liquefied petroleum gas and related services to retail, commercial, and industrial customers for cooking, heating, lighting, and transport applications; provides transport, industrial, and heating fuels; and supplies approximately 11,000 tones of itumen products. Royal Dutch Shell plc is headquartered in The Hague, Netherlands and employs roughly 23,000 people worldwide. (Royal Dutch Shell, 2012). Financial Ratio Analysis The following table illustrates Royal Dutch Shell’s financial ratios analysis and will assist in the understanding of the current and (estimated) future status of t he organization. The ratios will allow for a general interpretation of the firm’s strength and ability to take on outside projects. The table exemplifies the liquidity, asset management, debt management, profitability, and market value standpoint of the firm. Examining Royal Dutch Shell’s financial ratios presents a positive outlook for the company, in comparison to the industry average Shell is performing exceptionally well. Royal Dutch Shell, Plc. (NYSE: RDS. A) Financial Ratios| Liquidity Ratios| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Quick Ratio| 0. 85| 0. 8| 0. 79| 0. 9| 0. 84| 0. 84| 1. 1| Healthy| Current Ratio| 1. 17| 1. 12| 1. 14| 1. 1| 1. 15| 1. 136| 1. 5| Healthy| | | | | | | | | | Asset Management| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Inventory Turnover| 13. | 10. 84| 9. 77| 15. 56| 10. 84| 12. 12| 14. 9| OK| Fixed Assets Turnover| 3. 29| 2. 76| 2. 34| 4. 28| 3. 51| 3. 24| 1. 3| Healthy| Total Asset Turnover| 1. 45| 1. 23| 0. 99| 1. 66| 1. 41| 1. 35| 0. 6| Healthy| | | | | | | | | | Debt Management| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Debt Ratio| 17. 90%| 22. 80%| 20. 20%| 15. 30%| 12. 60%| 17. 76%| 51. 98%| Healthy| Net Fixed Debt Ratio| 15. 10%| 18. 70%| 18. 30%| 9. 70%| 8. 90%| 14. 14%| 27. 38%| Healthy| Debt to Equity Ratio| 21. 70%| 29. 61%| 25. 36%| 18. 06%| 14. 37%| 21. 82%| 42. 69%| Healthy| | | | | | | | | | Profitability Ratios| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Net Profit Margin on Sales| 6. 32%| 5. 47%| 6. 88%| 3. 32%| 10. 19%| 6. 44%| 6. 50%| Healthy| Basic Earning Power | 16. 12%| 10. 96%| 7. 19%| 18. 00%| 18. 77%| 14. 21%| 6. 80%| Healthy| ROA % (Net)| 9. 26%| 6. 55%| 4. 36%| 9. 50%| 12. 41%| 8. 42%| 10. 15%| Healthy| ROE % (Net)| 19. 47%| 14. 15%| 9. 49%| 20. 86%| 27. 28%| 18. 25%| 14. 24%| Healthy| | | | | | | | | | Market Value Ratios| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Price per Earning Ratio| 7. 4%| 10. 14%| 14. 24%| 6. 06%| 8. 32%| 9. 28%| 7. 86| Healthy| Dividend Yield| 4. 60%| 5. 03%| 5. 52%| 5. 89%| 3. 34%| 4. 88%| 4. 76%| Average| Book Value per Share| $ 54. 98 | $ 47. 85 | $ 45. 05 | $ 42. 02 | $ 38. 61 | $ 45. 70| $ 46. 43| Average| Earnings per Share| $ 4. 98 | $ 3. 28 | $ 2. 04 | $ 4. 27 | $ 5. 00 | $ 3. 91| $ 3. 26| Average| Table 1 – Financial Ratio Ov erview Liquidity Ratios Liquidity Ratios| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Quick Ratio| 0. 85| 0. 8| 0. 79| 0. 9| 0. 84| 0. 84| 1. | Healthy| Current Ratio| 1. 17| 1. 12| 1. 14| 1. 1| 1. 15| 1. 136| 1. 5| Healthy| Figure 1 –RDS. A Liquidity Ratio Trend The current ratio measures a companys ability to pay short-term debts and other current liabilities by comparing current assets to current liabilities. The ratio illustrates a companys ability to remain solvent. Shell’s five year current ratio average is 1. 13, . 37 below the industry average, and their quick ratio is . 84, . 26 below the industry average. Shells liquidity ratios are both below the industry average and illustrate their healthy status and continued strength for liquidity. Asset Management Ratios Asset Management| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Inventory Turnover| 13. 6| 10. 84| 9. 77| 15. 56| 10. 84| 12. 12| 14. 9| OK| Fixed Assets Turnover| 3. 29| 2. 76| 2. 34| 4. 28| 3. 51| 3. 24| 1. 3| Healthy| Total Asset Turnover| 1. 45| 1. 23| 0. 99| 1. 66| 1. 41| 1. 35| 0. 6| Healthy| | | | | | | | | | Figure 2 –RDS. A Asset Management Ratio Trend Asset Management ratios give an indicator of efficiency (ability to move inventory and generate sales) within a company, particularly ones with tangible goods as compared to its competitors. You can see from figure 2 that in comparison to the industry average Shell is healthy and efficient in their assets and inventory turnover. Figure 2 reflects a spike in Shells inventory turnover in 2008; however this can also be attributed to the economic downturn in 2008. Even with the spike Shells average is still on par with the industry and exemplifies a healthy asset management turnover. Debt Management Ratios Debt Management| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Debt Ratio| 17. 90%| 22. 80%| 20. 20%| 15. 0%| 12. 60%| 17. 76%| 51. 98%| Healthy| Net Fixed Debt Ratio| 15. 10%| 18. 70%| 18. 30%| 9. 70%| 8. 90%| 14. 14%| 27. 38%| Healthy| Debt to Equity Ratio| 21. 70%| 29. 61%| 25. 36%| 18. 06%| 14. 37%| 21. 82%| 42. 69%| Healthy| Times Interest Earned| 41. 54| 36. 49| 39. 78| 33. 38| N/A| 37. 79| 25. 61| Healthy| | | | | | | | | | Figure 3 –RDS. A Debt Management Ratio Trend Royal Dutch Shell’s Debt Management ratios indicate that it has been less aggressive with using debt to finance growth than the majority of its competitors in the Oil Gas industry. Across the board Shell has a lower debt ratio than their competitors; the resultant effect on earnings would be less volatile than related companies. The debt ratio is a solvency ratio that examines how much of a companys assets are made of liabilities. A debt ratio of 20 percent means that 20 percent of the company is liabilities. A high debt ratio can be negative; this indicates the shareholder equity is low and potential solvency issues. A low debt to equity ratio indicates lower risk, because debt holders have less claims on the companys assets. Overall Royal Dutch Shell is in an excellent Debt Management position. Figure 4 –RDS. A Debt Management Ratio (TIE) Trend Times interest earned or Interest Coverage Ratio is a key metric to determine the credit worthiness of a business. Essentially, the number represents how many times in the last 12 months EBIT (earnings before interest and taxes) would have covered the past 12 months interest expenses. Royal Dutch Shell’s times interest earned ratio has a four year average of 37. 79, which is 12. 18 points superior than the industry average which rests at 25. 61. This presents Shell in a healthy credit worthiness business. Profitability Ratios Profitability Ratios| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Net Profit Margin on Sales| 6. 32%| 5. 47%| 6. 88%| 3. 32%| 10. 19%| 6. 44%| 6. 50%| Healthy| Basic Earning Power Ratio| 16. 12%| 10. 96%| 7. 19%| 18. 00%| 18. 77%| 14. 21%| 6. 80%| Healthy| ROA % (Net)| 9. 26%| 6. 55%| 4. 36%| 9. 50%| 12. 41%| 8. 42%| 10. 15%| Healthy| ROE % (Net)| 19. 47%| 14. 15%| 9. 49%| 20. 86%| 27. 28%| 18. 25%| 14. 24%| Healthy| | | | | | | | | | Figure 5 –RDS. A Profitability Ratio Trend When it comes to profitability, Royal Dutch Shell is on average with its competitors. Net Profit Margin is the net earnings of a company / sales. This profitability ratio compares the percent of net earnings from a companys sales. Royal Dutch Shell’s Net Profit is on par with other companies in the Oil ; Gas industry, which means it has an equal ability spend assets on business operations when compared to its competitors. Basic earning power shows the raw earning power of a firm’s assets before taxes and other leverages. This will help the firm understand their return on its assets. Return on Assets or ROA, shows the rate of return (after tax) being earned on all of the firms assets regardless of financing structure. It is a measure of how efficiently the company is using all stakeholders assets to earn returns. Royal Dutch Shell has a five year average of 8. 42%, which is 1. 73% lower than the industry average, however still in the healthy zone. Return on equity or ROE is used to measures the rate of return on the money invested by common stock owners and retained by the company from previous profitable years and shows how well a company uses investment funds to generate growth. Royal Dutch Shell’s Return on Equity indicates that it is able to reinvest its earnings more efficiently than the majority of its competitors in the Oil ; Gas industry. Typically, companies that have higher return on equity values are more attractive to investors and can provide for better growth and profitability. Market Value Ratios Market Value Ratios| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Average| Industry| Comments| Price per Earning Ratio| 7. 64%| 10. 14%| 14. 24%| 6. 06%| 8. 32%| 9. 28%| 7. 86%| Healthy| Dividend Yield| 4. 60%| 5. 03%| 5. 52%| 5. 89%| 3. 34%| 4. 88%| 4. 76%| Average| Payout Ratio| 5. 46%| 4. 76%| 8. 41%| 3. 62%| 2. 87%| 5. 02%| 2. 67%| Healthy| Book Value per Share| $ 54. 98 | $ 47. 85 | $ 45. 5 | $ 42. 02 | $ 38. 61 | $ 45. 70| $ 46. 43| Average| Earnings per Share| $ 4. 98 | $ 3. 28 | $ 2. 04 | $ 4. 27 | $ 5. 00 | $ 3. 91| $ 3. 26| Average| Figure 6 –RDS. A Market Value Ratio Trend Earnings per share (EPS) is the amount of income that belongs to each share of common stock. An important tool for investors, EPS is often used in determining the value of a stock. As noted above, Royal Dutch Shell is on average with other firms in its industry. Book value per share has slowly been on a rise over the past 5 years, from $38. 61 in 2007 up to 54. 8 in 2011. Book value is a companys net asset value; a relatively high book value per share in relation to stock price often occurs when a stock is undervalued and might be an attractive buy. Figure 7 –RDS. A Market Value Ratio Trend The price per earnings ratio (PE) is the measure of the share price relative to the annual net income earned by the firm per share. PE ratio shows current investor demand for a company share. A high PE ratio generally indicates increased demand because investors anticipate earnings growth in the future. Royal Dutch Shell has a five year average of 9. 8% PE as compared to the industry average of 7. 86%; Shell is higher by 1. 42%. The dividend yield is the sum of a companys annual dividends per share, divided by the current price per share. When investing in companies an investor should look for a stable and high dividend yield; this can insure an investor a secure a relatively stable cash flow. Royal Dutch Shells dividend yield is on par with other companies. As indicated by the payout ratio, Royal Dutch Shell’s earnings support the dividend payouts more than others in the same industry group. Cash Flow and Growth Analysis Royal Dutch Shell Cash Flow $ Million| 2011| 2010| 2009| 2008| 2007| Cash and Cash Equivalents at January 1| $ 13,444 | $ 9,719 | $ 15,188 | $ 9,656 | $ 9,002 | Net  Cash  from  Operating  Activities| $ 59,393 | $ 42,712 | $ 30,731 | $ 69,787 | $ 53,324 | Net Cash used in Investing Activities| $ (20,443)| $ (21,972)| $ (26,234)| $ (28,915)| $ (14,570)| Net Cash used in Financing Activities| $ (18,131)| $ (1,467)| $ (829)| $ (9,394)| $ (19,393)| Net (Decrease)/increase, Cash Cash Equivalents| $ (2,152)| $ 3,725 | $ (5,469)| $ 5,532 | $ 654 | Cash Cash Equivalents at  December  31| $ 11,292 | $ 13,444 | $ 9,719 | $ 15,188 | $ 9,656 | Figure 8 –RDS. A Cash Flow Trend Information used and interpreted from the Royal Dutch Shell Investors Handbook illustrates that Royal Dutch Shell decreased the amount spent on operations from 2008 to 2009; this can most likely be due to the economic downturn. Conversely, from 2009 to 2011 there has been a steady increase in cash flows for operations. When evaluating charts in figure 9 and 10 you can see that along with a decrease in cash flows from 2008 – 2009 so did Shell have a decrease in revenues, net income and Earnings per share. From 2009 – 2011 all areas show a steady and healthy growth. Growth Analysis| | | | | | Report Date| 12/31/2011| 12/31/2010| 12/31/2009| 12/31/2008| 12/31/2007| Revenue| $ 470,171 | $ 368,056 | $ 278,188 | $ 458,361 | $ 355,782 | Net income for period| $ 31,185 | $ 20,474 | $ 12,718 | $ 26,476 | $ 31,926 | Net earnings per share-diluted| $ 4. 97 | $ 3. 28 | $ 2. 04 | $ 4. 26 | $ 4. 9 | Total assets| $ 345,257 | $ 322,560 | $ 292,181 | $ 282,401 | $ 269,470 | Total stockholders equity| $ 171,003 | $ 149,780 | $ 138,135 | $ 128,866 | $ 125,968 | Net Cash ; Equivalents Flow| $ 11,300 | $ 13,400 | $ 9,700 | $ 15,200 | $ 9,560 | Figure 9 –RDS. A Growth Analysis Trend Figure 10 –RDS. A Growth Analysis Trend Capital Structure Estimation When performing the Capital Structure Est imation, the assessor can exam how the combination of equity capital and debt capital that a firm uses to finance its assets can have a positive or negative affect on the firm. The capital structure is how a firm finances its overall operations and growth by using different sources of funds. Royal Dutch Shell’s use of debt and ommon stock (Royal Dutch Shell does not issue preferred stock) impacts the open market and, as a result, the firm’s cost of capital is impacted in both constructive and/or destructive ways. RDS. A Market Value Method / Weights| Debt| $ 174,250,000,000. 00 | 27. 71%| Equity| $ 454,619,800,000. 00 | 72. 29%| | | | RDS. A Book Value Method / Weights| Debt| $ 174,250,000,000. 00 | 50. 47%| Equity| $ 171,000,000,000. 00 | 49. 53%| Figure 11 –RDS. A Capital Structure Estimation By examining the Balance Sheet and the numbers in figure 11 you can see that Royal Dutch Shell, based on market value, has a capital structure of 27. 1% debt and 72. 29% equity in the form of common stock totaling a market capitalization of $454 billion. When utilizing the book value, the weighing scale becomes 50. 47% debt and 49. 53% equity with a value of $171 billion. Weighted Average Cost of Capital (WACC) Knowing a firm’s weighted average cost of capital is crucial when considering any new projects. A firms WACC is the overall required return on the firm as a whole and, as such, it is often used internally by company directors to determine the economic feasibility of expansionary opportunities and mergers. Generally speaking, a company’s assets are financed by either debt or equity. WACC is the average of the costs of these sources of financing, each of which is weighted by its respective use in the given situation. The weighted average can show how much interest the company has to pay for every dollar it finances. This section of the report will determine Royal Dutch Shell’s weighted average cost of capital. In determining the firm’s factor cost of common equity, the average of three methods will be utilized; Capital Asset Pricing Modem (CAPM), Discounted Cash Flow (DCF), and bond-yield-plus-risk-premium (BYPRP). Calculating the cost of debt (after tax) is figured by using the corporate tax rate and the cost of debt (Kd) which will be based on Royal Dutch Shell’s bond rating. Cost of Debt Royal Dutch Shell’s after-tax cost of debt is calculated at 2. 30%. The calculation was determined using Shells corporate AA 10 year bond rating market value. RDS. A Cost of Debt| RDS. A 10 year Bond Rating| AA|   | Cost of Debt| 2. 43%|   | Risk Free Rate| 1. 62%|   | After Tax Cost of Debt| 2. 30%| Kd(1-T)| Corporate Tax Rate| 41. 85%|   | Figure 12 –RDS. A Cost of Debt Cost of Equity – CAPM Capital Asset Pricing Model (CAPM) is a model that describes the relationship between risk and expected return and that is used in the pricing of risky securities. The general idea behind CAPM is that investors need to be compensated; this is calculated by the CAPM. The time value of money is represented by the risk-free (rf) rate in the formula and compensates the investors for placing money in investments over a period of time. The other half of the formula represents risk; this is calculated by taking a risk measure (beta) that compares the returns of the asset to the market over a period of time and to the market premium (Rm-rf) or Market risk premium (MRP). Figure 13 illustrates the outcome of the calculations and that Royal Dutch Shell’s CAPM is 10. 01%. RDS. A Cost of Equity CAPM| Formulated by: Rs = Rf + ba * MRP| |   |   | Risk Free Rate (Rf)| 1. 62%| Yahoo Finance U. S. Treasury Bond Rate| Market Risk Premium or (Rm-rf)| 6. 50%| Current Rate November, 2012| Beta (ba)| 1. 29%| E-Trade Financial| CAPM of RDS. A| 10. 01%|   | Cost of Debt (Kd)| 2. 43%|   | After Tax Cost of Debt| 2. 30%|   | Figure 13 –RDS. A Cost of Equity Cost of Equity – DCF The Discounted Cash Flow or DCF method uses future  free  cash flow projections and discounts them to arrive at a present value, which is used to evaluate the potential for investment. Figure 14 illustrates a breakdown of how the discounted cash flow is calculated. The growth rate (g) is the average of three outside estimations. After the calculation is computed, the cost of equity is equal to 11. 83%. RDS. A Cost of Equity DCF| Formulated: Rs = (D1/Po)+g so D1= Do(1+g) so (((Do(1+g)/Po)+g)|   | Rs = (((3. 42(1+6. 42%)/67. 02)+6. 42%)| | Average| E-Trade| Yahoo| Y-Charts| Growth Rate (g)| 6. 42%| 6. 80%| 6. 12%| 6. 35%| Dividend (Do)| 3. 42| Y-Charts| Stock Price (Po)| 67. 02| Current Rate November 2012| Rs = 11. 83%| Figure 14 –RDS. A Cost of Equity Cost of Equity – BYPRP Bond yield plus risk premium method is used to calculate cost of common equity for a fir m. Figure 15 shows the calculation, the after tax cost of debt plus bond risk premium rate; which calculates to a cost of equity equal to 8. 80%. RDS. A Cost of Equity BYPRP| | Rs = BY + MRP| | RDS. A After Tax Cost of Debt (BY)| 2. 30%| Shell Investors Handbook| Bond Market Risk Premium (MRP)| 6. 50%| Current Rate November, 2012|   | Rs= 8. 80%| Figure 15 –RDS. A Cost of Equity Weighted Average Cost of Capital – WACC The WACC equation  is the cost of each capital component  multiplied by its proportional weight. To calculate the WACC we first take the average of the CAPM, DCF and BYPRP methods which is calculated in figure 16. RDS. A Average Cost of Equity| | CAPM| DCF| BYPRP| Average| Royal Dutch Shell | 10. 01%| 11. 83%| 8. 80%| 10. 21%| Figure 16 –RDS. A Average Cost of Equity Royal Dutch Shell has no preferred stock, thus weight of preferred stock (Wp) is equal to 0%. Figure 17 breaks down the full calculation of the Weighted Average Cost of Capital calculation and the defined values. Using the Weight of Equity and Weight of Debt calculated from the Capital Structure Estimation in figure 11 we can conclude that Royal Dutch Shell’s WACC is equal to 8. 28%. Royal Dutch Shell Plc WACC | WACC formulated: WACC = Ws*Rs + Wd*Rd*(1-Tax Rate) + Wp*Rp. | Ws| 72. 29%| | Weight of Equity (Common Stock)| Wd| 27. 71%| | Weight of Debt| Wp| 0. 00%| | Weight of Preferred Stock| Rd| 2. 30%| | After Tax Cost of Debt| Tax rate| 41. 85%| | Corporate Tax Rate| Rs| 10. 21%| | Cost of Equity (Average)| Rp| 6. 50%| | Market Risk Premium| WACC| 8. 28%| | Weighted Average Cost of Capital| Figure 18 –RDS. A WACC Project Cash Flow Estimation Royal Dutch Shell has been approached with a proposition for a new project. The project will have a life span of eight years. The proposed project requires initial investment of $580 million to construct building and purchase equipment, and $38 million for shipping installation fee for a total of $618 million is start-up costs. The fixed assets fall in the 7-year MACRS class and has a salvage value of fixed assets at $17 million. It is expected that the new product will sale 2,280,000 units in the first year and has an expected annual growth rate of 8. 5%. The sales price is $275 per unit and the variable cost is $205 per unit in the first year, but they should be adjusted accordingly based on the estimated annualized inflation rate of 2. 3%. The required net operating working capital (NOWC) is 11. 5% of sales. A detailed analysis and calculations for the cash flow estimation and depreciation details must be performed to ensure that Royal Dutch Shell can undertake such a project. Initial Inputs and Parameters for the Proposed Project Start-Up Cost| | $618,000,000 | | | | | | Net Operating WC/Sales| | 11. 5%| | Market value of equipment at Year 8| $17,000,000 | First year sales (in units)| | 2,280,000 | | Tax rate| | | 41. 85%| Sales price per unit| | $275. 00| | WACC| | | 8. 28%| Variable cost per unit| | $205. 00| | Inflation| | | 2. 3%| Non-variable costs| | $0| | Growth in Sales | | | 8. 5%| Figure 19 –RDS. A Project Parameters Depreciation and Amortization Schedule Year| | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | Total| | | | | | | | | | | | Rate| | 14. 0%| 25. 0%| 17. 0%| 13. 0%| 9. 0%| 9. 0%| 9. 0%| 4. %| 100%| Cost| | $86,520,000 | $154,500,000 | $105,060,000 | $80,340,000 | $55,620,000 | $55,620,000 | $55,620,000 | $24,720,000 | $618,000,000| Total| |   |   |   |   |   |   |   | $0 |   | Figure 20 –RDS. A Depreciation Schedule Figure 20 illustrates the depreciation schedule of eight years, outlined in the project parameters. Project Net Cash Flow Figure 21 –RDS. A Project Estimated Net Cash Flow Capital Budgeting Analysis Capital Budgeting Analysis is a process in which a business determines whether projects or investing in a long-term venture are worth pursuing. Ideally, businesses should pursue all projects and opportunities that enhance shareholder value. However, the amount of capital available at any given time for new projects is limited, capital budgeting analysis will help to determine if a project is feasible or not. Capital budgeting analysis can include net present value (NPV), internal rate of return (IRR), modified internal rate of return, profitability index (PI), payback period and discounted payback. In calculating if this project is possible or not we have determined the following budgeting analysis results in figure 22. RDS. A Budgeting Appraisal Results| Net Present Value (NPV)| $ 284,606,920. 00 | Internal Rate of Return (IRR)| 17. 0%| Modified Internal Rate of Return (MIRR)| 13. 1%| Profitability Index (PI)| 1. 41 | Payback (Years)| 4. 74 | Figure 22 –RDS. A Project Analysis Results RDS. A Payback Calculation | 0| 1| 2| 3| 4| 5| 6| 7| 8| Net Cash Flow| (690,105,000)| 121,087,715 | 158,870,226 | 148,538,663 | 149,691,454 | 152,108,518 | 166,274,191 | 181,997,451 | 362,518,222 | Cumulative CF | (690,105,000)| (569,017,285)| (410,147,060)| (261,608,396)| (111,916,943)| 40,191,576 | 206,465,767 | 388,463,218 | 750,981,440 | Pay Back|   | 1. 00 | 1. 00 | 1. 00 | 1. 00 | 0. 74 | 0. 00 | 0. 00 | 0. 00 | After review of the budgeting analysis results we can conclude that the project should be undertaken. The Profitability Index (PI) is 1. 41, if the PI is greater than 1 than the project should be taken, additionally the net present value is positive, another good sign for accepting the project. The projects Internal Rate of Return (IRR) is 17. 0%, higher than Royal Dutch Shell’s WACC which is 8. 8%, this is an optimistic calculation for accepting the project. Finally, payback addresses the projects liquidity, shorter the payback the higher the liquidly and with a current estimation of 4. 74 years, the project is hig hly recommended. Sensitivity Analysis The Sensitivity Analysis is a modus operandi used to determine how  different values of an independent  variable will impact a particular dependent variable under a given set of assumptions. Within  specific  boundaries, the sensitivity analysis is very useful  when attempting to determine the impact  the actual  outcome of a particular variable will have  if it  differs from what was previously assumed. By creating a  given set of scenarios as, illustrated in figure 23, the analyst can determine how changes in one variable(s) will impact the  target variable. In this particular case the sensitivity analysis will determine how the net present value (NPV) of the proposed project will be affected by the modification of several variables; these variables and the results can be examined in the following figures. The modified variables are sales price, variable costs, units sold, non-variable costs, weighted average cost of capital, corporate tax rate and start-up costs. For the purpose of this analysis the calculations were performed with a 10% and 20% deviation from the base in both a negative and positive trend. RDS. A Project Sensitivity Analysis Calculations Deviation| 1st YEAR UNIT SALES| | % Deviation| WACC| from| Units Sold| NPV| | from|   | NPV| Base Case| | $284,606,920| | Base Case| WACC| $284,606,920 | -20%| 1,824,000| 144,446,239 | | -20%| 6. 6%| 358,280,443 | -10%| 2,0 52,000| 214,526,580 | | -10%| 7. 5%| 320,454,423 | 0%| 2,280,000| 284,606,920 | | 0%| 8. 3%| 284,606,920 | 10%| 2,508,000| 354,687,261 | | 10%| 9. 1%| 250,612,056 | 20%| 2,736,000| 424,767,602 | | 20%| 9. 9%| 218,353,128 | % Deviation| VARIABLE COST| | % Deviation| SALES PRICE| from| Variable| NPV| | from| Sales| NPV| Base Case| Costs| $284,606,920| | Base Case| Price| $284,606,920| -20%| $164. 00| 723,298,488 | | -20%| $220. 0| (294,245,328)| -10%| 184. 50| 503,952,704 | | -10%| 247. 50| (4,819,204)| 0%| 205. 00| 284,606,920 | | 0%| 275. 00| 284,606,920 | 10%| 225. 50| 65,261,137 | | 10%| 302. 50| 574,033,045 | 20%| 246. 00| (154,084,647)| | 20%| 330. 00| 863,459,169 | % Deviation| NONVARIABLE COST| | % Deviation| TAX RATE| from| Fixed| NPV| | from|   | NPV| Base Case| Costs| $284,606,920| | Base Case| TAX RATE| $284,606,920 | -20%| $0| 284,606,920 | | -20%| 33. 5%| 353,919,217 | -10%| 0| 284,606,920 | | -10%| 37. 7%| 319,304,434 | 0%| 0| 284,606,920 | | 0%| 41. 8%| 284,689,652 | 10%| 0| 284,606,920 | | 10%| 46. 0%| 250,074,869 | 20%| 0| 284,606,920 | | 20%| 50. %| 215,460,087 | % Deviation| START-UP COSTS| from|   | NPV| Base Case| Start-Up Costs  | $284,606,920 | -20%| $ 494,400,000. 00 | 368,892,485 | -10%| $ 556,200,000. 00 | 326,749,703 | 0%| $ 618,000,000. 00 | 284,606,920 | 10%| $ 679,800,000. 00 | 242,464,138 | 20%| $ 741,600,000. 00 | 200,321,356 | Figure 23 –RDS. A Project Sensitivity Analysis Calculations Royal Dutch Shell Project Sensitivity Analysis Chart Figure 24 –RDS. A Proposed Project Sensitivity Analysis Chart Deviation| NPV at Different Deviations from Base| from| Sales| Variable|   | Non-variable|   |   |   | Base Case| Price| Cost/Unit| Units Sold| Cost| WACC| Tax Rate| Start-Up Costs| -20%| ($294,245,328)| $723,298,488 | $144,446,239 | $284,606,920 | $358,280,443 | 353,919,217 | 368,892,485 | -10%| (4,819,204)| 503,952,704 | 214,526,580 | 284,606,920 | 320,454,423 | 319,304,434 | 326,749,703 | 0%| 284,606,920 | 284,606,920 | 284,606,920 | 284,606,920 | 284,606,920 | 284,689,652 | 284,606,920 | 10%| 574,033,045 | 65,261,137 | 354,687,261 | 284,606,920 | 250,612,056 | 250,074,869 | 242,464,138 | 20%| 863,459,169 | (154,084,647)| 424,767,602 | 284,606,920 | 218,353,128 | 215,460,087 | 200,321,356 |   | | | | | | |   | Range| $1,157,704,497 | $877,383,134 | $280,321,363 | $0 | $139,927,315 | $138,459,130 | $168,571,129 | Figure 25 –RDS. A Proposed Project NPV and Range at Different Deviations from Base Scenario Analysis A scenario analysis is the process of estimating the expected value of a portfolio or project after a given period of time under specific changes in variables of the portfol ios securities or changes in key factors. Commonly, scenario analysis focuses on estimating what a portfolios value would decrease to  if an unfavorable event would occur. For the proposed project the scenario analysis was conducted assuming a 25% probability for best-case conditions; each of the variables calculated in figure 25 would be 20% better than its base-case value. Conversely, there is a 25% probability of worst-case conditions, with the variables 20% worse than the base; a 50% probability was used for base-case conditions. All figures have been calculated below in figure 26. Scenario| Probability| Sales Price| Unit Sales| Var Costs| NPV| Squared Deviation times Probability|   | | | | | |   | Best Case| 25%| $330. 00 | 2,736,000 | $164. 00| $1,726,918,338 | 422505172390830000 | Base Case| 50%| $275. 00 | 2,280,000 | $205. 00| $284,606,920 | 10125137435137500 | Worst Case | 25%| $220. 00| 1,824,000| $246. 00| ($588,490,656)| 257759816231319000 |   | | | | | |   | Expected NPV = Sum, Prob. times NPV| | | $426,910,381 |   |   | Standard Deviation | | $830,897,181 |   | | Coefficient of Variation = Std Dev / Expected NPV|   | 1. 9 5 |   | Figure 26 –RDS. A Proposed Project Scenario Analysis Conclusion In conclusion, after performing a complete analysis on the feasibility of the proposed project, it is determined that it would be beneficial for Royal Dutch Shell, plc to implement the project. The IRR and MIRR are greater than the WACC of 8. 28%, at 17. 0% and 13. 1% respectively. It is currently estimated that the project will pay for itself in approximately 4. 74 years according to the discounted payback calculations. The Net present value of the project is positive and the profitability index for the project is 1. 41 (greater than 1) it is a positive sign for the project selection. Royal Dutch Shell is currently moving in a positive direction with a healthy financial base. Financial analyses have bestowed Shell with an AA bond rating, which underlines the financial strength of the organization. Based on all the information listed above, it is with my professional opinion after the evaluation within this report that Royal Dutch Shell takes on the project; with the current and estimated futures of Shell it can only add value to the corporation. References E*Trade. 2011, December 31). Royal Dutch Shell Plc RDS. A. Retrieved November 28, 2012, from E*Trade Financials: https://www. etrade. wallst. com/v1/stocks/snapshot/snapshot. asp? YYY220_/UfRI8EalsBAnXarKLCzPko3kjoyjLMbzW9xSdWWCGroVsRTAdKeDJzNAwM5xeMSzfFm9X4tAHc+eI+8pZ9rdHSsGMEaof+37qAzRA17/MKnpCPFTrRrGXhYPAZVsWXkzq5OKgjy67owAqAG5C1fyJ6IzD55l8M8TB KZkWpNM0lH4j7Jb2aXQsoxNw Morningstar, Inc. (2012). Morningstar research. Retrieved November 2012, from http://financials. morningstar. com/ratios/r. html? t=RDSAregion=GBRamp ;amp;culture=en-US Network, Y. -A. (2012). Yahoo! Finance. Retrieved November 28, 2012, from Bond Center: http://finance. yahoo. om/bonds Royal Dutch Shell. (2012). Building an Energy Future: Investors Handbook. London: Royal Dutch Shell Plc Financials. YCharts Pro Stock Report. (2012). Royal Dutch Shell plc (RDSA). New York: Y Charts. Appendix Royal Dutch Shell Income Statement Billions $ Royal Dutch Shell Balance Sheet Billions $ Royal Dutch Shell Statement of Cash Flow Billions $ [ 1 ]. (YCharts Pro Stock Report, 2012) ] [ 2 ]. [ (YCharts Pro Stock Report, 2012) ] [ 3 ]. [ (YCharts Pro Stock Report, 2012) ] [ 4 ]. 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