Final Paper - Research Project The purpose of this assignment is to apply concepts and theories discussed in the course to practical issues. You will be required to prepare a research paper on Tesla,
•Chapter 10 –Executive Compensation Recap ‐Agency Theory •Agency theory, a branch of game theory, which studies the design of contracts between principal and agent that motivate the agent to work in the best interest of the principal.•An efficient contract will do this at the lowest cost to the principal. •In many cases the effort of the agent is not directly observable by the principal –this creates a moral hazard problem –agent needs to be sufficiently motivated to work hard. Holmstrom •Properties of a good performance measure = the best trade off between sensitivity and precision •Properties of good information to investors = best trade off between relevance and reliability Executive Compensation •Executive compensation plans follow agency theory but are complex and generally span multiple periods •Attempts to align the interest of the owners and manager by basing the mangers compensation on one or more measures of the managers performance in operating the firm •Many are based on two measures: net income and share price Executive Compensation •Why are incentive contracts necessary? –As discussed in Chapter 9, managers have the option to work hard or not, contracts are needed to align managers and owners interests, that the manager will work hard for the owner •Fama (1980) study suggests that the simple contracts as discussed in chapter 9 are not necessary, that the managerial labour market will control manager shirking – reputational risk. Executive Compensation •What was missing from Fama's argument –managers have the ability to hide shirking in the short run by controlling the release of information (moral hazard) •Conclusion: managerial labour forces control manager tendencies to shirk, they do not eliminate them •Effort incentives based on some measure of the payoff (ie. net income) are desirable for efficient contracting RBC Example •See Example 10.1 •RBC compensation structure considers incentives, decision horizon, and risk properties. •Three main incentive components: –short term inventive awards based on earnings and individual achievement –long term stock option whose value depends on share price performance –mid term awards whose value depends on both Theory of Exec. Compensation •what determines the relative importance of net income and share price in evaluating managers performance? –important consideration for accountants as motivating manager performance is an important social goal •…the more sensitive net income is to manager effort the greater the weighting to net income in measuring manager performance Theory of Exec. Compensation •How to make net income more sensitive to manager effort: –reduce recognition lag by moving to current value accounting –this increases sensitivity since more of the future payoff from manager effort show up in current net income •However, current value accounting reduces the precision of net income Theory of Exec. Compensation •How to make net income more sensitive to manager effort: –full disclosure of low persistence items –allows compensation committee to better evaluate manager effort and ability and thus to evaluate earnings persistence Theory of Exec. Compensation •Consider sensitivity of share price –Holmstrom –it will always reveal addition payoff information beyond that contained in net income •Consider precision of share price –low due to economy wide factors that can impact share price •Therefore, we generally see a mix of net income and share price measurement of performance Theory of Exec. Compensation •If we have a mixed model (using share price and net income to measure manager performance) we need to consider how the mix of these measures impacts the decision horizon of the manager –does it encourage short term or long term thinking, or a balance? Theory of Exec. Compensation – Risk •Consider managers effort from a risk perspective –in chapter 9 we learned that in the presence of moral hazard, the manager must bear some compensation risk if effort if to be motivated •The higher the risk the manager bears, the higher their expected compensation needs to be Theory of Exec. Compensation – Risk •Need a balance of risk imposed on the manager –too much and they will avoid investing in some projects that could benefit the firm, too little and they will not work hard •How to control compensation risk: –relative performance evaluation (RPE) –bogey (ie. minimum limits, not requiring payment to the firm in the case of a loss) –cap –a maximum –conservative accounting – delaying recognition of unrealized g ains Theory of Exec. Compensation – Risk •Conservative accounting, however, also will limit the managers incentive to invest in riskier projects –this is why share price is included as a measure as well, to encourage longer term decision horizon •ESO's (Employee Stock Options) are a commonly used tool –they can however have negative impacts. eg. Enron and Worldcom fraudulent financial reporting to support stock price Theory of Exec. Compensation – Risk •Conclusion: –a mix of performance measures is desirable –Compensation in the form of ESO's and or company shares encourages upside risk and a longer run decision horizon while net income based compensation (if differed and subject to claw back) imposes some downside risk to discourage excessive risk taking that pure share based compensation may create –Corporate governance ‐compensation committee Politics of Exec. Comp. •significant public backlash after high executive compensation payments made •studies including Gayle & Miller (2009) suggest that managers are not overpaid relative to shareholder value created •Compensation is to cover effort disutility (recall from chapter 9 the disutility of having to work hard) and compensation risk the manager bears Power Theory •Until now we have focussed on efficient contracting view of executive compensation –compensation committees are sophisticated in their use of accounting information –managers may not be over compensated (when considering disutility function) •We will now look at Power Theory –executive compensation in practice is driven by manager opportunism, not efficient contracting Power Theory •managers have sufficient power to influence their own compensation and they use this power to generate excessive pay at the expense of shareholder value •The power theory questions the efficiency of the managerial labour market •How to control manager power –Strong corporate governance –public "outrage" –possibility of takeover / dismissal Power Theory •How can accountants help –assist in the governance process –full disclosure of low persistence items –requirement to record an expense for ESO's at grant date –disclosure of executive compensation •other ways to control abuse of power –restrictions on the amount of executive compensation that is tax deductible for a firm –surtaxes on high bonuses (UK and France) Conclusions •Financial reporting plays two important roles in motivating manager effort –Provides an informative performance measure input into compensation contracts •helps compensation committees tie pay to performance, control manager power, and increase contract efficiency –Improves working of managerial labour markets •Full disclosure helps labour market evaluate manager performance and establish reputation Conclusions •Role of financial reporting in motivating manager performance and improving the working of managerial labour markets equally important to social welfare as improving operation of capital markets •Chapter 11 –Earnings Management In class discussion •Question 8 –Chapter 11 – General Electric Company Recap –Executive Compensation •Attempts to align the interest of the owners an manager by basing the mangers compensation on one or more measures of the managers performance in operating the firm •Many are based on two measures: net income and share price Recap –Executive Compensation •Fama argued that contracts were not necessary, that the managerial labour market would control manager effort •However, managers have the ability to hide shirking in the short run by controlling the release of information (moral hazard) •Conclusion: managerial labour forces control manager tendencies to shirk, they do not eliminate them Recap –Executive Compensation •Compensation structures consider incentives, decision horizon, and risk properties •Three main incentive components: –short term inventive awards based on earnings and individual achievement –long term stock option whose value depends on share price performance –mid term awards whose value depends on both Recap –Executive Compensation •Need a balance of risk imposed on the manager –too much and they will avoid investing in some projects that could benefit the firm, too little and they will not work hard Recap –Executive Compensation •Compensation in the form of ESO's and or company shares encourages upside risk and a longer run decision horizon while net income based compensation (if differed and subject to claw back) imposes some downside risk to discourage excessive risk taking that pure share based compensation may create •High executive compensation is to cover effort disutility (recall from chapter 9 the disutility of having to work hard) and compensation risk the manager bears Recap –Executive Compensation •Power Theory ‐executive compensation in practice is driven by manager opportunism, not efficient contracting Recap –Executive Compensation •Properties of a good performance measure = the best trade off between sensitivity and precision •Financial reporting plays two important roles in motivating manager effort –Provides an informative performance measure input into compensation contracts • helps compensation committees tie pay to performance, control manager power, and increase contract efficiency –Improves working of managerial labour markets •Full disclosure helps labour market evaluate manager performance and establish reputation Earnings Management • Earnings management is the choice by a manager of accounting policies (accruals), or real actions, that affect earnings so as to achieve some specific reported earnings objective – Real actions to manage earnings include, for example, cutting or increasing R&D and advertising; manufacturing for stock – Accrual-based earnings management includes, for example, managing the allowance for bad debts, changing amortization policy Earnings Management • Here, we concentrate primarily on the role of accruals in earnings management – Note the “iron law” of accruals reversal: if accruals increase earnings this period, their reversal lowers earnings in future periods • Two types of accruals – Non-discretionary: management has little discretion to control amounts – Discretionary: management has discretion to control amounts – To discover role of accruals in earnings management, accountant needs to separate these two types Earnings Management •Patterns of earnings management –Bath –Income minimization –Income maximization –Income smooth Earnings Management •Motivation for earnings management: –A contractual motivation – •Managing earnings to maximize cash bonus •To avoid violation of debt covenants •To avoid political costs (tariff protection) •To meet investors’ earnings expectations (strong negative share price reaction if expectations not met, damage to manager reputation if expectations not met) •Initial public offerings (to increase proceeds of new share issues) The Good Side of Earnings Management •Investor‐based arguments for good earnings management: –To credibly communicate inside information to investors •Discretionary accrual management as a way to credibly reveal management’s inside information about earnings expectations The Good Side of Earnings Management •Contract‐based arguments –To give firm some flexibility in the face of rigid, incomplete contracts •Bonus contracts based on net income –New accounting standards may lower net income and/or increase volatility, lowering manager’s expected utility of compensation. May adversely affect manager effort •Debt covenant contracts –New accounting standards may increase probability of debt covenant violation –Contract violation is costly, earnings management may be low‐cost way to work around The Bad Side of Earnings Management •Contracting Perspective –Healy (1985) ‐Reports evidence of management use of accruals to maximize their cash bonuses The Bad Side of Earnings Management •Financial Reporting Perspective –Argues investors and analysts look to core earnings, ignoring provisions for non‐core extraordinary and non‐recurring items –This implies manager not penalized for non‐core provisions, such as writedowns, provisions for restructuring –But current non‐core provisions increase core earnings in future years, through lower amortization, and absorption of future costs Recent examples of bad earnings management •Groupon Inc., Theory in Practice 11.1 •Extreme income maximization •Capitalize marketing costs •Emphasize pro‐forma income Standard setters response to bad earnings management •IAS 37 –Before recording a provision, payments must be probable and capable of reliable estimation –Provision must be valued at fair value –No excess provision as a result of uncertainty –Provisions must be used only to absorb costs for which provision originally set up •ASC 420‐10‐25 –No provision until liability incurred Can accountants help reduce bad earnings management? •Ye s , if full disclosure of –Revenue recognition policies –Unusual, non‐recurring and extraordinary events •Enables investors to better evaluate earnings persistence –Effect of previous writeoffs on current core earnings •Hanna ( 1999) Conclusion •Earnings management can be good if used responsibly •Full disclosure helps to control bad earnings management