节选的Specimen1 里对利益关联方的权力和影响的分析的答案,考试的时候参考
分析利益关联方一般用的模型是Mendelow matrix。在DCS这个案例中,公司在上市前和上市后利益关联方的权力以及公司决策对他们产生的影响发生改变,所以需要从上市前和上市后两个角度分别展开讨论
Using the Mendelow matrix it can be established that before DCS was listed or quoted on the national stock market, it had the following stakeholder groups:
Before flotation: |
Described follows: |
Shareholders |
these were private shareholders comprising the founder’s majority holding and possibly those of family and close business associates |
Employees |
mainly non-unionised and loyal to a smaller family oriented business |
Lenders |
insignificant borrowings before flotation–presumably overdraft and other short-term loans |
After flotation: |
Described as follows: |
Shareholders |
wider group of public individual investors and a 30% holding by institutional investors |
Employees |
more skilled staff, but operating core staff mostly unionised |
Lenders |
much more powerful and interested–higher gearing and covenants in place |
The following table shows the Mendelow matrix positioning and strategies for these groups before and after flotation:
Stakeholder groups |
Mendelow grid position and strategy(before flotation) |
Mendelow grid position and strategy( after flotation) |
Shareholders |
High power/high interest–actively involve |
Lower power/high interest–keep informed (particularly institutional shareholders) |
Employees |
Low power/high interest–keep informed |
Higher power/high interest–keep satisfied or involve more actively |
Lenders |
Low power/low interest–minimal effort |
Higher power/high interest–keep well informed and keep satisfied |
The strategies DCS Company management would adopt pre- and post-flotation would differ as determined by the changed positions on the Mendelow matrix. The main change in strategies would be as follows in relation to the above stakeholders:
Shareholders: Clearly before the flotation, private shareholders, being the owner and his family or close friends, would have far more interest and power than the majority of shareholders after the flotation, so the need to actively involve is less necessary, but evidence from the case suggests that there is a lack of engagement with institutional shareholders which could be problematic as this group has far more power than other shareholders, so DCS should develop reporting and communications channels with this important group.
Employees: Before flotation most employees were non-unionised and the culture of DCS was not to involve, engage or inform employees and expect them to follow instructions. After flotation 60% of the data communications workforce are now unionised and additional employment legislation such as minimum wage and mandatory company pensions are being introduced which will force DCS to not only keep employees and their representatives informed and fairly well satisfied, but also to more actively involve them– in particular regarding the pension arrangements.
Lenders: Before flotation DCS was predominately funded from shareholders’ funds and had few borrowings, so this stakeholder had little power or influence and possibly little interest in DCS, particularly if the loan capital represented an insignificant proportion of the lender’s total portfolio. After the flotation, DCS has become increasingly more highly geared in order to expand into new markets and therefore the risk faced by the lender is greater and this increases the lenders’ level of interest in DCS and its ability to sustain this level of borrowing and to repay the original capital. As lenders have placed legally binding covenants on the company preventing it from exceeding its current gearing levels, it also has more power over DCS, meaning that DCS will have to keep lenders well informed and certainly keep them satisfied.