Unit 2: Risk, return & governance
Advanced Financial Management notes · PTU syllabus (BCOP 512-18)
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Unit summary
Every financial decision involves risk, and the way managers handle risk depends on governance and ethics. This unit covers identifying business and financial risks — operational, reputational, political, economic, regulatory and fiscal — the risk–return trade-off, ethical and governance issues, agency relationships, transaction cost theory and integrated reporting.
After this unit you can
- Identify and classify business and financial risks
- Explain the risk–return trade-off
- Explain ethical and governance issues and agency relationships
- Explain transaction cost theory and integrated reporting
PTU syllabus topics
- Identifying business and financial risk (operational, reputational, political, economic, regulatory, fiscal)
- risk-return trade-off
- ethical and governance issues
- agency relationships
- transaction cost theory
- integrated reporting
Operational
Failures in processes or systems
Reputational
Damage to brand trust
Political
Government actions
Economic
Recession, inflation, currency
Regulatory and fiscal
Laws and tax changes
Topic 1
Business and financial risks
Business risk
Variability of operating profit from the nature of business
Financial risk
Additional risk from using debt
Operational risk
Failures of processes, people, systems — fraud, IT outages
Reputational risk
Loss of trust from scandals, poor service, ESG failures
Political risk
Government instability, expropriation, policy changes
Economic risk
Recession, inflation, interest and currency movements
Regulatory risk
Changes in laws and compliance demands
Fiscal risk
Changes in taxation (rates, new levies, retrospective tax)
- Systematic risk: affects the whole market (interest rates, inflation) — cannot be diversified; measured by beta.
- Unsystematic risk: specific to a firm or industry (strike, product failure) — can be diversified away.
- 1Identify risks
- 2Assess likelihood and impact
Risk map / heat map
- 3Respond
Avoid, reduce, transfer (insurance, hedging), accept
- 4Monitor and report
- 5Review
Example
The 2012 retrospective tax amendment (Vodafone case) is a classic example of fiscal and regulatory risk for foreign investors in India; it was withdrawn in 2021.
Topic 2
Risk–return trade-off
- Higher expected return requires accepting higher risk.
Expected return
Σ (Probability × Return)
Standard deviation
√ Σ Probability × (Return − Expected return)²
Coefficient of variation
Standard deviation ÷ Expected return
CAPM required return
Rf + β (Rm − Rf)
Example
Project A: expected return 12%, SD 4% (CV 0.33); Project B: 15%, SD 9% (CV 0.60). A offers less risk per unit of return.
- Risk attitudes: risk-averse, risk-neutral, risk-seeking — most investors are risk-averse.
- Diversification: combining assets with low correlation reduces total risk (portfolio theory).
Topic 3
Ethical and governance issues
- Corporate governance: the system by which companies are directed and controlled (Cadbury Report, 1992).
- Indian framework: Companies Act 2013 (independent directors, audit committee, CSR, related-party rules), SEBI (LODR) Regulations, 2015, Kotak Committee (2017) recommendations.
Earnings management
Window-dressing results
Insider trading
Trading on unpublished price-sensitive information
Related-party transactions
Diverting value to promoters
Excessive executive pay
Not linked to performance
Misleading disclosures
Hiding risks or debts
Treatment of stakeholders
Employees, creditors, environment
Example
The Satyam scandal (2009) — inflated cash and profits — led to stronger audit, board and disclosure rules in India.
Topic 4
Agency relationships
An agency relationship exists when principals (shareholders) appoint agents (managers) to act for them.
Shareholders vs managers
Empire-building, perks, short-termism, risk avoidance
Shareholders vs debt holders
Risky projects, excessive dividends, asset substitution
Majority vs minority shareholders
Promoter-controlled firms in India
Company vs society
Externalities, pollution
- Agency costs: monitoring costs (audits, boards), bonding costs (manager's commitments), residual loss.
- Solutions: performance-linked pay, ESOPs, independent directors, audit committees, debt covenants, market for corporate control (takeover threat), shareholder activism, stewardship codes.
Topic 5
Transaction cost theory and integrated reporting
Transaction cost theory (Coase, Williamson)
- Firms exist because organising activities internally can be cheaper than using the market when transaction costs (search, negotiation, contracting, monitoring, enforcement) are high.
- Factors raising transaction costs: asset specificity, uncertainty, frequency, bounded rationality and opportunism.
- Implications: make-or-buy, vertical integration, outsourcing decisions, and governance structures.
Integrated reporting (IR)
Integrated reporting (International Integrated Reporting Council, framework 2013) is a concise communication about how an organisation's strategy, governance, performance and prospects lead to value creation over the short, medium and long term.
Financial
Manufactured
Intellectual
Human
Social and relationship
Natural
- In India, SEBI encouraged voluntary IR for top 500 listed companies (2017); the Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1,000 listed companies.
Exam tip
Link IR to agency theory — better disclosure reduces information asymmetry between managers and shareholders.
Key terms
- Business risk
- Variability in operating profit due to the nature of the business
- Systematic risk
- Market-wide risk that cannot be diversified
- Agency cost
- Cost arising from conflicts between principals and agents
- Transaction cost
- Cost of using the market — search, contracting, monitoring
- Integrated reporting
- Reporting on value creation using six capitals
Quick revision
- Risks: operational, reputational, political, economic, regulatory, fiscal; business vs financial.
- Systematic (beta) vs unsystematic (diversifiable).
- Governance: Companies Act, SEBI LODR; ethics issues — insider trading, RPTs.
- Agency conflicts and solutions — incentives, monitoring, covenants.
- Transaction cost theory explains firm boundaries; IR uses six capitals; BRSR mandatory.
Important exam questions
Practice questions written to the PTU exam pattern for this unit's syllabus: short answers (Section A style) and long answers (Sections B and C style).
Short-answer questions
- Q1.Distinguish business risk and financial risk.
- Q2.What is reputational risk?
- Q3.What is the coefficient of variation?
- Q4.What is an agency cost?
- Q5.State the main idea of transaction cost theory.
- Q6.Name the six capitals of integrated reporting.
Long-answer questions
- Q1.Identify and explain the various business and financial risks faced by a company.
- Q2.Explain the risk–return trade-off with an illustration.
- Q3.Discuss agency relationships, agency costs and governance mechanisms.
- Q4.Explain transaction cost theory and integrated reporting.
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