Posts Tagged ‘Board of directors’

3 common mistakes in small-cap IR

December 29, 2012

Small-cap company boards should help CEOs and CFOs face the difficulties of connecting with investors and analysts, governance adviser Adam Epstein argues in a roundtable on investor relations (“Communicating with the Street: Addressing Small-Cap Challenges”) in the Nov-Dec 2012 issue of Directorship magazine.

Here, for example, are three prevalent mistakes that small caps make in IR:

  • “A failure to communicate clearly with an appreciation for the audience [emphasis mine]. … A mix of small, growth-oriented institutional investors and retail investors typically owns shares of smaller public companies, and many lack technical educations and backgrounds. Accordingly, communications with the Street will resonate with only a small portion of investors unless that technology-speak is simplified and more emphasis is given to what most small-cap investors care about—growth and financial performance.” (David Enzer, Roth Capital Partners, small-cap banker)
  • Small-cap habits that “destroy management’s credibility [emphasis mine] and make investors run for the hills and on to the next opportunity: One, a failure to communicate on a consistent, scheduled and timely basis, regardless of whether the news is good or bad. Two, a failure to translate non-GAAP metrics into GAAP metrics, e.g., no one except management knows what ‘orders’ or ‘bookings’ means in terms of revenue. And three, chronically overpromising and underdelivering.” (Timothy Keating, Keating Capital, small-cap investor)
  • “A systemic failure to treat investor relations as a strategic imperative [emphasis mine] … Electing not to put the proper investor relations policies and procedures in place to offer management the opportunity to present a cogent business plan, with proper forward guidance to targeted investors and analysts, will all but guarantee life in the ‘boundary waters’ of Wall Street for small-cap companies.” (John Heilshorn, Lippert/Heilshorn & Associates, IR consultant)

IR is about the basics, in other words. CEOs and CFOs of smaller companies, especially, tend to be so focused on daily demands of running the business that they don’t devote the time or resources needed to communicate well. Where boards can help is by identifying a lack of engagement in IR – and encouraging more. It takes commitment to identify your audience, speak their language and explain who you are. And more commitment to maintain a consistent, proactive outreach.

Although the Directorship piece focused on small caps, commitment to excellence in IR really is the issue with many companies – from micro-cap wannabes to global mega-cap giants.

© 2012 Johnson Strategic Communications Inc.

All I wanna know is, how much?

December 20, 2011

Private companies contemplating an IPO – and small caps debating whether it’s worth it to stay public – sometimes tally up the costs of complying with Sarbanes-Oxley, filing SEC reports, releasing earnings and so on.

Now Ernst & Young has gathered data from 26 companies that did IPOs in the past two years to come up with an answer. As reported in “The True Cost of Going Public” in CFO magazine’s December 2011 issue:

Operating as a public company adds about $2.5 million, on average, to a company’s cost structure, with $1.5 million of that devoted to higher compensation for CEOs, CFOs, and others in the finance function, such as investor-relations professionals, according to the survey. That figure also covers increased board costs, as more than 80% of companies had either added new members to their boards or increased director compensation prior to their IPO.

The accounting firm said companies spent an average of $13 million on advisers to help with the IPO – plus $1 million a year in various other fees for advisers. Where does all this advice come from?

Most companies retained at least 11 third-party advisers in connection with the IPO, the survey found, including, universally, investment bankers, attorneys, and auditors. About 70% of companies hired an investor-relations firm, while 40% hired a road-show consultant.

The benefits of being public vary – among them access to capital, liquidity for founders or venture capitalists, reduced cost of capital, currency for acquisitions, higher visibility and stock-based compensation. All figure in the reasons companies cite for going public and staying that way. Ultimately, each firm and its own shareholders must decide whether the benefits do outweigh the costs.

What do you think: Is being public worth it?

© 2011 Johnson Strategic Communications Inc.

Things could be worse

September 27, 2011

In the “things could be worse” category: Unless you work for Hewlett-Packard, Yahoo! or News Corporation, your company isn’t discussed in “The Worst Board in America,” a video by Thomson Reuters tech correspondent Peter Lauria.

“There’s basically a race to the bottom. They’re all dysfunctional in their own way,” Lauria says of the trio of companies that have been generating negative headlines. He reviews the CEO firings, shifting strategies and downward-moving stock graphs and then names “the worst board” – well, I won’t spoil it. You can watch the video.

No doubt H-P, Yahoo! and News Corp. might respond, “Who is Peter Lauria? What qualifies him to judge the merit of our boards of directors?” And they’d be right. He’s just a journalist who covers media, technology and telecom for Reuters.

On the other hand, he’s not alone in his assessment.

The positive side of this: If you’re doing investor relations for a company that does have a long-term, consistent strategy and high-quality board and management, you’ve got some very attractive selling points for long-term investors.

Focus your IR messages on the track record of your strategy and how it’s paying off, the quality and experience of management, and the expertise of your board. The long-term investors will be with you.

© 2011 Johnson Strategic Communications Inc.

Why Delaware?

January 29, 2011

As a non-lawyer I’ve wondered why so many companies – regardless of where they do business or actually are located – incorporate in Delaware.

The little state that is barely a whistle-toot on a fast New York-to-Washington train ride practically makes an industry of playing host to corporations. More than 850,000 companies make their home there, including the majority of US publicly traded companies, according to the Delaware Division of Corporations.

So I was intrigued by “Boardroom Justice,” an interview with William B. Chandler III, chancellor (top judge) of Delaware’s Court of Chancery, in the December-January issue of Directorship, the National Association of Corporate Directors magazine.

The Court of Chancery – and the Delaware Corporation Law it interprets – have a lot to do with why lawyers tell companies to incorporate there. Delaware law gives flexibility to companies in governance matters, and the court itself has a long history of case law on issues like fiduciary responsibilities of directors.

What’s more, the judges (a chancellor and four vice-chancellors) on the Court of Chancery specialize full-time in corporate matters. And they decide the cases, with no jury trials. Chandler explains:

The reason Delaware is viewed as the center of the universe for corporate law is that a defendant (or a plaintiff) can be guaranteed—no matter which judge you get—to have a jurist acutely familiar with this body of law; a judge who works with corporate law issues day in and day out, seven days a week. That’s the uniqueness of the Court of Chancery.

Contrast that with, say, Texas or California: A complex shareholder lawsuit may be presided over by a judge with more experience in bank robbery or debt collection cases than corporate law – and it may be decided by a jury of folks who, well, aren’t really the peers of the CEO, members of the Board of Directors or the shareholders.

I’m sure I’ve oversimplified. But if you’re curious, have a look at your 10-K or your client’s and see where the company is incorporated. Then ask a lawyer why.

© 2011 Johnson Strategic Communications Inc.
(oddly enough, a Kansas corporation)

Governance is still about people

September 10, 2010

Effective corporate governance springs not so much from lists of rules as from the human element of relationships between boards of directors and top managers, according to a veteran director of companies such as Ford Motor and Estée Lauder.

Irv Hockaday, former president and CEO of Hallmark Cards (and Kansas City Southern before that), spoke today at the Association for Corporate Growth in Kansas City. Besides Ford and Estée Lauder, Hockaday is on Crown Media Holdings’ board and is a former director of Dow Jones (before its 2007 sale), Sprint Nextel and Aquila (before its 2008 sale). He’s seen plenty of corporate ups and downs.

While acknowledging the benefits of diversity and other ideals for boards, Hockaday said people who try to codify good governance will fall short:

The corporate nannies, those who tell us how boards should govern companies, have all sorts of rules of the road and advice that appears to me to be gratuitous. … There is a lot to board dynamics and corporate governance that cannot be put down in a rulebook.

Governance at Ford, for example, includes things some people don’t like – family involvement in management and the board, plus disproportionate voting rights for the family’s stock. But Hockaday describes a strong relationship between Ford’s independent directors, the family represented by Bill Ford, and CEO Alan Mullally.

While General Motors and Chrysler succumbed to recession and filed Chapter 11 in 2009, Hockaday credits the human side at Ford – and actions by the board and management – for sustaining Ford as the only one of the Big Three not to file.

None of this is to say that the watchdogs are wrong about best practices for accountability and transparency. But truth is, governance is still about people making good decisions for their businesses – not just minding the nannies.

© 2010 Johnson Strategic Communications Inc.

What’s your investment identity?

August 9, 2010

The CEO of Abbott Laboratories, Miles White, comments on the interplay between corporate strategy and long-term investor relationships in an August 6 interview with Investors Business Daily.

Asked about ABT’s record of increasing dividends each year for 38 years, cultivating a diversified medical product line that lacks “pure pharma” sizzle, and following the slow-but-steady approach to growth, White says this about his shareholders:

The company’s had an investment identity of reliable growth with dividends, a combination of growth and income.

It used to be called a stock for widows and orphans. Those things became a hallmark that investors seek.

If you want to maintain investor allegiance to your management philosophy, you have to pay attention to the identity that attracts investors to your stock.

Our identity attracts long-term investors who want reliable growth and reliable income: The dividend is part of that.

My point isn’t that every company’s investment identity should be the same as Abbott’s. But gathering intelligence about who our shareholders are and what they value makes sense. Aligning strategy at the CEO and board level to serve these shareholders, whether their style is to bet on tortoises or hares, makes sense.

I like White’s statement that he is expanding Abbott’s presence in emerging markets to provide growth to continue to raise the dividend each year, because widows-and-orphans style investors value that. (Note that 68% of ABT shareholders are institutional widows and orphans – they need care and feeding, too.)

For investor relations people, the mission is to communicate core messages that align with the strategy – so IR attracts investors who like our investment identity.

© 2010 Johnson Strategic Communications Inc.

IR evolves along with the CEO

July 22, 2010

As the role of the CEO changes in 21st Century corporations, the mission of investor relations and corporate communications also evolves. These staff functions often support the chief executive in achieving success – or fall short along with the boss. We ought to take note of subtle and not-so-subtle shifts in the corner office.

Cliff Kalb, a longtime marketer and strategist for drug companies, cites a spate of recent changes at the top level of Big Pharma in a column called “Splitting Image” in the July 2010 Pharmaceutical Executive. His thoughts apply across industries.

First on Kalb’s list is the splitting of the titles of Chairman of the Board, President and CEO. Five of the world’s largest pharma companies have recently divided the jobs and given different people the responsibilities of chairman and CEO, he notes.

Some institutional shareholders have long viewed separating the chairman and CEO jobs as best practice in governance (here’s a RiskMetrics page showing various groups’ policies on chairman and CEO roles).

As leader of an outside board, the chairman sees it as his or her job to oversee broad issues of ethics, policy and operating principles – and safeguard the shareholders’ interests – Kalb says. “And in the c-suite, the chairman of the board is boss,” he says. The idea of checks and balances to the CEO’s power  is, in fact, the reason shareholder activists often push for splitting the titles.

Meanwhile, the chief executive is becoming ever more visible. Kalb observes:

The CEO function is also morphing. Traditional internal roles include setting the visions and mission, elucidating a clear strategy and assuring proper management, allocating resources and developing synergies and alignment across a broad portfolio of businesses.

Now, however, the CEO’s external roles are becoming more prominent. Quarterbacking a team of c-suite players in communications with the press, the investment community, government and other key stakeholders is becoming a bigger line on this job description. Unfortunately, the duty of crisis management has been dropped on this doorstep as well.

So there it is. The CEO must interface with the outside world – press, investors, government and other stakeholders – as the face of the company in good times or bad. We’ve seen a few CEOs in crisis lately on the evening news.

IR and Corp Comm staff (and consultants) should be right beside the CEO, serving as “eyes and ears” to alert the boss to what stakeholders are thinking and guiding him or her in “telling the story” based on experience in communication disciplines.

Summer may be a good time for each of us to pause and reconsider our mission – including how our jobs tie in with the changing demands on the boss.

© 2010 Johnson Strategic Communications Inc.

Shareholders don’t own companies?

April 1, 2010

The Harvard Business Review offers a provocative thought in its April 2010 issue: According to two professors at overseas universities (which may be relevant), shareholders are not the owners of corporations – and boards of directors shouldn’t feel so compelled to make decisions in the shareholders’ interest.

No, this isn’t an April Fool’s Day joke – at least, I’m pretty sure it’s not.

Citing the recent Kraft Foods takeover of Cadbury, a case of M&A not welcomed on the British side of the Atlantic, the article asks whether the Cadbury board could have said no – or said it more emphatically – and stood its ground.

Loizos Heracleous, a professor of strategy and organization at the University of Warwick, UK, and Luh Luh Lan, associate professor of law at the National University of Singapore, offer companies what has to be a contrary opinion:

Oddly, no previous management research has looked at what the legal literature says about the topic, so we conducted a systematic analysis of a century’s worth of legal theory and precedent. It turns out that the law provides a surprisingly clear answer: Shareholders do not own the corporation, which is an autonomous legal person.

The two go on to say that boards can put their own judgment ahead of shareholder interests in making decisions such as whether to be acquired:

What’s more, when directors go against shareholder wishes – even when a loss of value is documented – courts side with directors the vast majority of the time.

Directors are mostly misinformed about their obligations, the profs write.

As an investor relations practitioner (and small shareholder of a few companies), I disagree with the academics. My core philosophy of IR is that management and boards should treat shareowners as exactly that – the owners of the company.

In the cultural funk that seems to follow the pain of each recession or financial crisis, we are once again hearing voices that declare our companies should lay aside the self-interest of shareholders and pursue the greater good.

Harvard and other universities seem to be advocating on this issue: In an HBR article last summer, a Stanford business prof made a similar point, arguing that stakeholders, rather than shareholders, should come first in corporate decision making.

What do you think? Share your comments by clicking below, or vote in this poll:

© 2010 Johnson Strategic Communications Inc.


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