Posts Tagged ‘CEOs’

« Older Entries
Newer Entries »

Explaining your secret sauce

February 27, 2011

Warren Buffett’s latest letter to shareholders of Berkshire Hathaway, posted Saturday, rewards the reader with pithy quotes on nearly everything in business, as have so many of his annual reports in the past (a 34-year archive is here).

Most of us wouldn’t suggest that our CEOs write a 25-page shareholder letter, but neither do we work for a cultural icon nicknamed “the oracle of Omaha.” Most of the time I think Buffett speaks more from self-interest than from revelation, but what he says – and how – bear examination by everyone engaged in investor relations.

Explaining the business is at the core of Buffett’s 2010 Chairman’s Letter, just as explaining the business should be the heart of every IR presentation or report.

But not just the business – this letter works to explain the “secret sauce” that makes Berkshire Hathaway Berkshire Hathaway. The secret sauce isn’t secret, of course. It’s what makes a company different from – better than – anyone else around. This is not likely to be obvious from a glance at the income statement and balance sheet. But in Berkshire Hathaway’s case it is really a financial story, which Buffett lays out in between those quotable quips on everything else.

Let me see if I can capture the essence of it (summarizing the sage):

  • Berkshire Hathaway is basically an investment company. It held $158 billion worth of stocks, bonds and cash instruments at year-end. The secret sauce, apart from the legendary instincts of Buffett and Charlie Munger, is the interest-free financing for more than one-third of those investments. Buffett explains: ”Insurance float – money we temporarily hold in our insurance operations that does not belong to us – funds $66 billion of our investments. This float is ‘free’ as long as insurance underwriting breaks even, meaning that the premiums we receive equal the losses and expenses we incur.” Figure the income on $66 billion, and investing the cash for those insurance companies becomes very profitable.
  • Second, Berkshire Hathaway owns 68 non-insurance companies – businesses Buffett and Munger have fallen in love with and decided to marry – and these operating companies generate earnings. Over 40 years, the pretax earnings of those companies has grown at a compounded 21% rate; the value of those earnings is quantifiable. Buffett explains, somewhat persuasively, that the operating companies benefit from good managers who love running those businesses and from a pervasive owner-oriented culture. The secret sauce? The operating businesses aren’t limited in reinvesting the cash they generate – they’re part of Berkshire Hathaway. A typical furniture store chain, let’s say, would feel compelled to plow earnings back into the furniture biz. But Berkshire Hathaway can allocate cash thrown off by Nebraska Furniture Mart into a railroad … or the stock market, or T-bills … whatever looks promising.
  • Finally, Buffett cites a more subjective source of value: the company’s ability to deploy today’s retained earnings into investments that earn good returns in the future. While nearly every company accumulates retained earnings, he says, “some companies will turn these retained dollars into fifty-cent pieces, others into two-dollar bills.” And the secret sauce? Well, it comes back to Buffett and Munger, plus some younger investment guys they’ve brought in to carry on after Warren and Charlie are no longer around. I assume shareholders will increasingly ask for tastes of these newer versions of the investment sauce.

We should each think about our companies’ secret sauce. Is our financial structure geared to create higher ROE? Are assets minimized to boost ROA? Do we get 2 cents per transaction, times a billion transactions, with volume growing daily? Do we have a brand or intellectual property that can’t be matched for years to come?

We need to have our CEOs analyze – and explain over and over – our secret sauce.

Meanwhile, the Omaha oracle and his long-time partner are carrying on. The letter defines growing book value as a metric for success, a proxy for Benjamin Graham-type intrinsic value. It walks shareholders through what’s happening in each of the key businesses. Explains the rationale for the big M&A deal of 2010: BSNF Railway. And comments on the business environment and stock market. All worth reading.

Buffett lays out the near-term expectation: “Charlie and I hope that the per-share earnings of our non-insurance businesses continue to increase at a decent rate. But the job gets tougher as the numbers get larger. We will need both good performance from our current businesses and more major acquisitions. We’re prepared. Our elephant gun has been reloaded, and my trigger finger is itchy.”

The 2010 annual report of Berkshire Hathaway, of course, has financial tables and footnotes and an MD&A – even a cover. But every year, the way Buffett explains the business makes his shareholder letter the star of this show.

© 2011 Johnson Strategic Communications Inc.

Tags:, , , ,
Posted in Messages & writing | 1 Comment »

SEC has its say on pay

January 25, 2011

The Securities and Exchange Commission adopted final rules on “Say on Pay” and other executive compensation requirements under the Dodd-Frank Act of 2010.

Starting now, most companies must get an advisory vote of shareholders on executive compensation at least every three years. And ask stockholders how often they want to offer their say on pay. And get input on “golden parachute” arrangements to take care of execs in mergers. And add disclosures, of course.

Only the smallest public companies (less than $75 million in float) get a reprieve: They won’t have to implement say on pay votes for two years, in 2013.

The SEC website provides a good summary of the provisions and a video of Chairman Schapiro’s comments today, and the text of the final rule. Look for more explanations from law firms and comments from corporate governance gurus.

More than just studying up, investor relations officers should talk through say on pay – and all issues around executive compensation – with their senior management and legal teams. This is the thrust of the National Investor Relations Institute’s counsel in a NIRI “Executive Alert” today:

Since President Obama signed Dodd-Frank into law on July 21, 2010, NIRI has reinforced its long-standing advice that members become more involved in their companies’ corporate governance process. Investor relations professionals are the primary conduit between companies and Wall Street, and are ideally suited to provide the executive team and board of directors the insight into shareholders that will be critical as these shareholders become more active and influential in corporate governance matters.

Executive pay and your company’s plans for putting these issues before shareholders will likely come up in conversations with investors, especially institutions, in the coming days. Preparing a Q&A or “talking points” would help keep management and IR on the same page with the legal beagles.

The say on pay rule isn’t surprising. In my mind, it’s not terribly helpful, either. But let’s face it: Astronomical paydays for high-visibility CEOs are tremendously unpopular. I hear gripes about fat cats’ pay from all kinds of people, including bankers, institutional investors, high net worth people and – gasp – Republicans.

The SEC rules for say on pay are a classic case of Washington’s reflex to “do something” each time the economy goes through a crisis. So … we’ll implement.

© 2011 Johnson Strategic Communications Inc.

Tags:, , , ,
Posted in Regulatory reform & SEC issues | 1 Comment »

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.

Tags:, , ,
Posted in Governance, proxy & pay | 5 Comments »

Clarity, clarity, clarity

August 10, 2010

They don’t give Pulitzer prizes for earnings releases. Or annual reports. Or conference call scripts. But if public companies were to be judged on efforts to communicate with investors, the judges’ list of criteria would surely include clarity. The top three standards might be accuracy, timeliness and clarity.

This is the stuff of investor relations. And after all, investors do judge companies’ efforts to communicate – in the market.

I was reminded of this core mission for IR by a collection of articles on CEOs in the third-quarter issue of NYSE Magazine. In one piece Bill McNabb, Chairman and CEO of Vanguard Group, is asked what today’s shareholders want most.

McNabb talks about the nexus between governance and financial performance. Institutional investors want structures that keep management accountable, he says, because they want companies to execute well. And then he adds:

Shareholders are looking for CEOs to have an increased focus on clarity; they want to be able to understand the numbers and put them into perspective.

A lack of clear disclosure means higher risk for the investor, McNabb says:

The less clarity around off-balance-sheet activity, the higher the hurdle rate for the investment manager to get comfortable with what’s going on at a company.

As an IR practitioner, I would say our job is to be clear rather than to bury people in numbers or legalisms or “sunshine in a bottle” optimism. The goal is for investors to understand the business, its performance and market position.

Clarity – I like that!

© 2010 Johnson Strategic Communications Inc.

Tags:, , , ,
Posted in Messages & writing | 1 Comment »

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.

Tags:, , ,
Posted in Messages & writing | 1 Comment »

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.

Tags:, , ,
Posted in Governance, proxy & pay | 1 Comment »

Open mouth, insert … No, wait!

July 8, 2010

“Keeping Your Foot Away From Your Mouth”

This headline in yesterday’s Wall Street Journal piece (p.D1) highlights a common human frailty. Citing gaffes from business leaders, politicians and entertainers, the WSJ says words do matter – and verbal errors can cause lasting damage.

In investor relations, of course, foot-in-mouth syndrome is one of our worst fears. We go to great lengths to avoid selective disclosure, much less erroneous disclosure, of financial information or strategic plans not yet ready for broadcast.

This is why we brainstorm key messages on quarterly earnings or strategic transactions in advance (and put them in writing to use as a reference) … why we write and review drafts of news releases and comments for investor meetings … why we create Q&As for conference calls and corporate events … why we try to make CEOs, CFOs and other spokesmen rehearse speeches and Q&A times.

The gatekeeper role is mission-critical in IR. We exist partly to create a process for orderly disclosure – helping our companies think before they speak.

Of course, some CEOs just are who they are. Most veteran IR people can tell horror stories – on more than one occasion, I’ve rolled my eyes at something coming out of the boss’s mouth. “Did he really say that?” Once the blurting is done, it’s too late for anything but damage control – which often doesn’t work too well.

Maybe one of the key performance indicators in an IR person’s annual goals should read: “Get through the year without anyone in top management sticking their foot in their mouth (at least around our investors).”

Any success stories or tips?

© 2010 Johnson Strategic Communications Inc.

Tags:, , , ,
Posted in Messages & writing | Leave a Comment »

The American way

July 2, 2010

Going into Fourth of July weekend, a friend who has helped raise capital for privately owned businesses – and a couple of public companies – offered his theory about why capital isn’t flowing into enterprises that could reignite our economy.

There’s “plenty of money” sitting in private equity funds and other investors’ stashes, this serial CXO and strategic thinker suggests. But people with the wherewithal to fund growth companies, mostly, aren’t taking the plunge right now.

The reason is the way investors feel about Washington, he opines. Not the place, but the US government’s massive extension of its legislative and regulatory reach. Government is seeking to govern so much more: new rules to prevent the next bubble or flash crash or oil spill, new agencies, health care mandates, too-big-to-fail bailouts, tougher penalties, stronger stimulus … public-sector stimulus.

And higher taxes to pay for it all. Bush-era tax rates will yield to higher rates. Revenue enhancement is in vogue. We’re even looking at the value-added tax.

But the worst part? “It’s the uncertainty” – not knowing what the rules of the game will be in one, two or three years. Washington is pressing its ongoing expansion of control in all areas of business – at a time when the economy is fragile.

So investing in a long-term way today means taking on risks of yet-unwritten mandates and so-far-incalculable costs from tomorrow’s “hope and change.”

Before long, this discussion begins to sound uniquely American: complaints from independent-minded business people against an overly ambitious government.

Which brings me around to one of my annual rituals: re-reading the Declaration of Independence around the Fourth of July. The words soar to rhetorical heights:

We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable rights, that among these are life, liberty and the pursuit of happiness. That to secure these rights, governments are instituted among men, deriving their just powers from the consent of the governed.

It’s a reminder of why we’re here – in America. And, apropos of my lunchtime conversation about the uncertainties of government on steroids, this time my eye catches on another line, one of the founders’ grievances against King George III:

He has erected a multitude of new offices, and sent hither swarms of officers to harass our people, and eat out their substance.

No doubt some CEOs, CFOs and even investors feel a bit like that. We’re wondering how much this reform or that Act will eat out “our substance,” how ramped-up regulation will hinder access to credit and raise costs of capital, or what new taxes will come unbidden out of the Beltway.

Not suggesting a revolution – only that we need to give thought to capital formation, to investing and a climate that enhances confidence in the American system. We need investors to resume funding the small and mid-sized firms that, after all, must hire those unemployed workers and create real, sustainable growth.

The American way isn’t negotiated by politicians or codified in 2,000-page bills. It’s not put out for public comment in the Federal Register. Instead, it is thrashed out in the competitive, pressurized, sometimes Wild West openness of the market. The market-driven approach is what, once, put US business on top of the world.

Let’s keep in mind that the American way – still – is about freedom.

Have a great Fourth of July!

© 2010 Johnson Strategic Communications Inc.

Tags:, , , , , ,
Posted in My two cents' worth | Leave a Comment »

Before doing that IPO …

June 30, 2010

Think twice – maybe you should even take a third, fourth or fifth look – before going public, Erik Birkerts advises private-company owners in a piece called ”Hey, Where’s My Gulfstream?!” in the July 2010 issue of Mergers & Acquisitions.

Birkerts, a veteran of venture-backed companies that did IPOs in 1999 and 2007, now is a partner in Evergreen Growth Advisors, which consults on growth strategies. His reflections on the process offer some useful insights for investor relations professionals and senior management – before or after an IPO.

“The initial public offering of stock – the IPO – holds a mythical place in American business,” Birkert observes. “Employees consider the IPO to be synonymous with windfall riches. Company founders envision the IPO as the ultimate validation of their genius after years toiling on their ideas. Venture capitalists finally look forward to full nights of sleep with the anticipated returns from the IPO ‘exit’ juicing their portfolio. The siren call of the IPO for company lawyers, bankers and accountants is so loud and obvious that no further comment is needed.”

With the IPO market showing some signs of reviving in the first half of 2010, it may be prudent for management teams to – well, look twice before leaping. The M&A journal (which may have a bias as implied in the publication’s name) is available only to members of the Association for Corporate Growth, a private equity and deal-oriented group, so I’ll summarize the steps Birkert advises:

  • Carefully dissect arguments for why the company should go public
  • Have a specific plan for using the capital & communicate it early and often!
  • Challenge your thinking with independent, objective outside advisers
  • Operate from your worst-case financial scenario
  • Select your investment bankers wisely

Birkert notes that management may think of “many terrific reasons to go public,” but “there are as many or more reasons why going public should be feared.” IROs and IR counselors already know these reasons – distractions for management, Sarbanes Oxley burdens, expenses of legal, auditing, IR and other costs, etc., etc.

I particularly appreciate two pieces of Birkert’s advice aimed at not disappointing investors who buy in the initial offering:

  • Communicating your plans for use of the capital. “Although public filings may have generic language, it is best to be explicit during the road show so that the Street accounts for this spending [of the money raised].” If capital goes toward expenses, the early earnings as a public company may disappoint, he says. Worse yet, if management doesn’t have a clear plan, there will be pressure to do something, which sometimes leads to an ill-considered acquisition as a strategic but risky deployment of that capital.
  • Using a worst-case financial secenario. “The temptation is to make the financial forecasts sparkle so as to make the road show pitch compelling to potential investors. … However, if there is one time that Murphy’s Law can be counted on it is during the first year of being a public company. … Be conservative with financial forecasts. Set yourself up to succeed – not to fail.” Leaving a little money on the table during the IPO is better than setting yourself up for a bruising stock-market experience – and litigation.

Not trying to be negative here. I love public companies and the whole relationship with capital markets. But Birkert’s cautionary words echo the sentiments of many small cap IR people – and CEOs and CFOs – who are public but look longingly at privately held peer companies whose “exits” or “liquidity events” kept them private.

© 2010 Johnson Strategic Communications Inc.

Tags:, , , ,
Posted in Capital markets & IR | Leave a Comment »

Should your CEO do social media?

May 10, 2010

George Colony, tech guru and chief executive of Forrester Research, packs an interview on Mashable with common-sense advice on how a corporate CEO should relate to social media. (Mashable is a news and opinion site devoted to Web 2.0.) The Forrester interview is a good read for investor relations staff and counselors.

Three factors are working against CEOs embracing social media, Colony says:

  • Age – the typical CEO grew up back when people talked
  • Regulatory constraints – the risks remain fuzzy around Reg FD and new media networks like Twitter (ignore Mashable’s mistake in transcribing SEC as FCC in the text)
  • Time – or the lack of it.

The Forrester chief paints this picture of what keeps most CEOs from engaging:

If you go to a CEO and say — and this is sort of conventional wisdom around being social — “We want you to make between five and six 140-character statements a day” — that’s 30 a week. “Then we want you to make one large statement per week — about four or five paragraphs.” And most CEOs would say, “There’s absolutely no way I could do that.”

There are two problems here: one is time. Calculate the time behind this and it’s about five or six hours — that’s a lot of time for a CEO. The second is that model — which has become almost an accepted model if you want to build followership — that model is unsustainable if you want to sustain quality. In other words: There’s not enough to say. There’s not enough wisdom in the world for one person to be wise over all those statements to fall over a year. That’s 1,500 short statements a year and 50 large statements a year.

Colony favors what he calls “social lite” – a focus on quality rather than quantity. A CEO might aim to post significant messages 6 to 8 times a year on a blog, and perhaps comment every 2 weeks or once a month on a short-message platform like Twitter. So when the CEO does speak, it’s a more notable event.

The Forrester chief also says CEO posts should not be written by PR people – but by the CEO. That’s the point of social media, after all – to engage personally in the conversation. To fake it isn’t authentic, to use another social media buzzword. And a CEO doesn’t get the benefit of listening if he or she isn’t even in the room.

My feeling is that public company CEOs wading into social media should get a quick review of posts from other members of the team – say, the CFO, IRO or Legal. The idea is not to scrub the humanity out of the CEO’s words – no “writing by committee” allowed. But we should bring in a second set of eyes to check facts and grammar – just to protect to CEO and the company’s brand in the marketplace.

For most businesses, I favor something more like a company presence in a blog or on Twitter and Facebook – blending voices from marketing and corporate, either funneled through a single person whose job is “telling the story” or coming from several contributors writing on different aspects of the company and its products.

Colony estimates only about 10% of CEOs are ready to do social media now. In the next 10 years, that may grow to 50%. But he urges companies not to rush it:

I would say if you’re interested, explore — but do not force it. If you do not have the proclivity to communicate, to be a little bit honest, a little bit controversial, then I wouldn’t do it. I wouldn’t force it.

That view jibes with where most companies are now on social media – especially firms that are not in the tech business or that have small cap resources. It’s time to listen, explore, develop skills and resources – and “go social” as you are ready.

What’s your feeling on CEOs and social media? (Click comment line below.)

© 2010 Johnson Strategic Communications Inc.

Tags:, , , , , ,
Posted in IR 2.0 - Web & social media | Leave a Comment »

« Older Entries
Newer Entries »
Follow

Get every new post delivered to your Inbox.