Module 7 of 8 in Fundamental analysis
Governance, capital allocation and red flags
Judging management and governance, how capital is allocated, related-party transactions, pledged promoter shares and accounting red flags.
7 lessons in this module. Progress is saved in your browser as you go.
A business can be excellent and still be a poor investment for minority shareholders if the people controlling it act in their own interest. This module covers what good governance looks like, how to judge capital allocation, and the disclosures and accounting patterns that should make you look harder.
By the end of this module you should be able to
- Evaluate management, board independence and governance practices from public disclosures.
- Judge capital allocation decisions such as acquisitions, buybacks, dividends and reinvestment.
- Explain the risks of related-party transactions, promoter pledging and group structures for minority shareholders.
- Recognise accounting red flags and explain why each needs further investigation rather than an instant conclusion.
Lessons in order
Module test
10 questions, chosen at random from a bank of 33 questions and balanced across this module's learning goals and difficulty levels. Every question comes with an explanation. You need 80% to pass, and you can retake it as often as you like with a fresh set of questions.
This module builds on
- Understanding a company's business model: Judging management means judging how well they run the business described in that lesson.
- Returns on incremental capital: Good allocation means investing where returns on new capital beat its cost.
- Notes to the financial statements: Related-party transactions are disclosed in the notes.
- Share dilution and employee stock options: Mergers and share issues within groups can dilute minority shareholders.
- Quality of earnings: Many red flags are extreme forms of the earnings quality problems explained there.
- Working capital efficiency: Rising receivables and inventory are among the most common red flags.
- The auditor's report: Auditor qualifications and resignations are serious red flags, explained there.
Key terms in this module
- Corporate governance
- Independent director
- Promoter
- Annual report
- Capital allocation
- Return on incremental capital
- Buyback
- Goodwill
- Related-party transaction
- Promoter pledge
- Margin call
- Holding company discount
- Consolidated results
- Red flag
- Quality of earnings
- Audit opinion
- Contingent liability
- Accounting manipulation
- Cash conversion