Corporate Actions, Dividends & Governance
60 terms · page 1 of 3
Acquisition
Corporate Actions, Dividends & Governance
qualitative
One company obtaining control of another by buying its shares or assets, with the target continuing to exist.
Test: the acquirer obtains control, defined in India as 25% of voting rights or the right to appoint a majority of directors
Adjusted Price
Corporate Actions, Dividends & Governance
₹
A historical price restated to account for corporate actions, so that a price series is comparable over time.
Adjustment Factor for a bonus or split = 1 / (New Shares per Old Share); historical prices are multiplied by the cumulative factor
Annual General Meeting
Corporate Actions, Dividends & Governance
qualitative
The yearly meeting at which shareholders approve accounts, declare final dividends and elect directors.
Test: held within six months of the financial year end and no more than fifteen months after the previous one
Annual Report
Corporate Actions, Dividends & Governance
qualitative
A company's yearly publication containing its audited financial statements, directors' report and governance disclosures.
Test: the document contains the audited accounts, board report, management discussion and analysis, and the corporate governance report
Associate Company
Corporate Actions, Dividends & Governance
qualitative
A company in which another holds significant influence but not control, typically 20% or more of voting power.
Test: the investor holds at least 20% of voting power or has significant influence without control; accounted for by the equity method
Audit Committee
Corporate Actions, Dividends & Governance
qualitative
A board committee, composed mainly of independent directors, that oversees financial reporting, internal controls and the auditors.
Test: the committee has a majority of independent directors, an independent chair, and members with financial literacy
Board of Directors
Corporate Actions, Dividends & Governance
qualitative
The body elected by shareholders to direct a company's management and safeguard shareholder interests.
Test: directors are appointed by shareholders and owe fiduciary duties to the company under the Companies Act
Bonus Issue
Corporate Actions, Dividends & Governance
shares
The issue of additional free shares to existing shareholders, funded by capitalising reserves.
New Share Count = Old Count x (1 + Bonus Ratio); Adjusted Price = Old Price / (1 + Bonus Ratio)
Capital Reduction
Corporate Actions, Dividends & Governance
₹ crore
A court-approved reduction of a company's share capital, by cancelling shares or returning capital to shareholders.
Test: approved by special resolution and confirmed by the National Company Law Tribunal, with creditor objections heard
Corporate Action
Corporate Actions, Dividends & Governance
qualitative
Any event initiated by a company that changes its securities or affects its shareholders' holdings.
Test: the event alters the number, value, or form of the shares held, or distributes something to holders on a record date
Corporate Governance
Corporate Actions, Dividends & Governance
qualitative
The system of rules and practices by which a company is directed and held accountable to its shareholders.
Test: independent board oversight, transparent disclosure, fair treatment of minority shareholders, and effective audit and risk functions
Delisting
Corporate Actions, Dividends & Governance
qualitative
The removal of a company's shares from trading on a stock exchange.
Test: the security is no longer admitted to dealings on the exchange, whether at the company's initiative or the exchange's
Demerger
Corporate Actions, Dividends & Governance
qualitative
The separation of a business division into an independent company, with shares issued to the existing shareholders.
Test: an undertaking transfers to a resulting company, whose shares are issued to the demerged company's shareholders in proportion to their holdings
Dividend
Corporate Actions, Dividends & Governance
₹
A distribution of a company's profits to its shareholders, paid in cash out of distributable reserves.
Total Dividend Paid = Dividend per Share x Number of Shares Outstanding
Dividend Payout Ratio
Corporate Actions, Dividends & Governance
%
The proportion of a company's earnings distributed to shareholders as dividends.
Dividend Payout Ratio = Dividend per Share / Earnings per Share x 100
Dividend per Share
Corporate Actions, Dividends & Governance
₹
The total dividend declared for a period divided by the number of shares outstanding.
Dividend per Share = Total Dividend Declared / Number of Shares Outstanding
Dividend Trap
Corporate Actions, Dividends & Governance
qualitative
A share whose high dividend yield reflects a falling price and an unsustainable payout rather than attractive income.
Test: the yield is elevated because the price fell, and the dividend exceeds free cash flow or is funded by borrowing
Dividend Yield
Corporate Actions, Dividends & Governance
%
The annual dividend per share expressed as a percentage of the share price.
Dividend Yield = Annual Dividend per Share / Market Price per Share x 100
E-Voting
Corporate Actions, Dividends & Governance
qualitative
Electronic voting on shareholder resolutions, mandatory for listed companies in India.
Test: the company provides a remote electronic voting facility open for a stated period before the meeting
Employee Stock Option
Corporate Actions, Dividends & Governance
₹
A right granted to an employee to buy company shares at a preset price after a vesting period.
Perquisite Value on Exercise = (Fair Market Value on Exercise Date - Exercise Price) x Number of Options Exercised
Ex-Dividend Date
Corporate Actions, Dividends & Governance
₹
The first day a share trades without entitlement to a declared dividend.
Theoretical Ex-Dividend Price = Cum-Dividend Price - Dividend per Share
Extraordinary General Meeting
Corporate Actions, Dividends & Governance
qualitative
Any general meeting of shareholders other than the annual general meeting, called to decide urgent business.
Test: the meeting is convened by the board, or on requisition by members holding at least one-tenth of the paid-up capital carrying voting rights
Final Dividend
Corporate Actions, Dividends & Governance
₹
A dividend recommended by the board after the year's accounts are prepared and approved by shareholders at the annual general meeting.
Test: the dividend is recommended with the annual results and requires an ordinary resolution at the annual general meeting
Holding Company
Corporate Actions, Dividends & Governance
qualitative
A company whose principal assets are controlling stakes in other companies rather than an operating business of its own.
Test: the company controls the composition of another company's board or holds more than half its voting power