Party in Omaha

Berky BoxToday, I’m taking a look at the CenturyLink Center in Omaha. Home to basketball and hockey games, rock concerts, a convention center, and yes, Berkshire Hathaway’s annual meeting.  The Arena holds more than 18,000 screaming fans, or, in this case, shareholders. Estimates put visitors to the 2015 annual meeting at about 40,000.

Most annual shareholder meetings amount to nothing more than required legal statements, perhaps a company presentation, and if you’re lucky, refreshments. Berkshire Hathaway takes annual meetings to a whole new level. The opportunity to buy Berkshire-themed trinkets from subsidiaries Heinz, Fruit of the Loom and Oriental Trading (including a set of Warren Buffet and Charlie Munger rubber duckies for $5 and Berky Boxers, which CNN proclaim a long-time best seller)…check. The opportunity to eat a piece of a gigantic ice cream cake created by Dairy Queen in celebration of Warren Buffet’s 50th anniversary of taking control of Berkshire Hathaway…check. The chance to run a 5k among other Berkshire investors…check. There is even a detailed Visitor’s Guide outlining the many activities in and around the shareholder meeting. The guide provides information on “seat saving,” “microphone manners,” and the annual “Newspaper Tossing Challenge” in which Buffet challenges anyone to a 35-foot World-Herald paper tossing contest. If any participant lands a paper closer to the doorstep of the Clayton Home, that participant will receive a Dilly Bar. What’s a Dilly Bar anyway? Sounds more like a party, and why not with thousands of shareholders and a Chairman who calls the annual meeting a “Woodstock for Capitalists.”

Was any actual business conducted at the Berkshire Hathaway annual meeting? Absolutely. Although most investors unequivocally love him, the questions were not the softballs you might expect. Among the things he and Munger were asked, according to MarketWatch, during a nearly six hour Q&A session, included refuting accusations that Berkshire subsidiary Clayton Homes engages in predatory lending practices, whether IBM is a “cigar-butt” stock, referring to a company that is “a good value investment, but with only a couple of puffs left,” and whether Coke’s competitive advantage is narrowing. When talking about changing consumer preferences for food and drink, the 84-year-old Buffet commented, “If I lived my whole life eating broccoli and Brussels sprouts, I probably wouldn’t live as long.”

While I certainly don’t think many, if any, companies should follow Berkshire’s lead when planning their annual meeting, there are a few lessons to be learned. Be shareholder friendly. Communicate in a style that everyone will understand, and make it easy for investors to access your information, attend your meeting and own your stock. Make your annual meeting worthwhile. While tchotchkes are nice and provide shareholders with a fun reminder of their stock ownership, most would likely prefer an open and honest Q&A with management to help them understand a company’s future plan and how they are going to get there. You don’t need to give them six hours, but you should provide a forum for their questions and commentary.

With annual meeting season upon us, let us know if you’ve been to a great meeting, and also if you’ve seen anything that made you cringe (company names are not required). To Warren Buffet, Charlie Munger and Berkshire Hathaway, I say…party on!

— Laurie Berman, lberman@pondel.com

The Good, the Bad, and the Ugly

The Good, the Bad and the Ugly is a periodic feature by PondelWilkinson that turns a critical eye on the way quarterly results are communicated.

The Good

Earnings season is nearing its end, and after all of the Q4 news releases and conference call transcripts have been parsed and picked away at like a bone-in fillet, it’s time to debrief about the good, the bad and the ugly when it comes to communicating results.

Let’s start with the good. More companies are embracing the use of video when conducting earnings calls, and T-Mobile did an excellent job streaming its Q4 results in real time.   Of course, the company delivered record growth, so who knows if the positive energy would still pervade on video if the numbers were worse.

The Bad

Certain adjectives and verbs continue to see the light of day in earnings releases when they should’ve been put to bed a long time ago. Following is a short list: pleased, thrilled, excited, disruptive, highly anticipated, state-of-the-art, cutting edge, and leading.

The Ugly

I was recently invited to speak to MBA students at the University of Southern California about investor relations.  We were discussing conference calls and how analysts and investors queue up during the calls to ask management questions.   Apparently, a fairly prominent short seller had lectured to the same group a few weeks ago and said he poses as a well-known, long-only buyside institution to get into the queue and then when it’s his turn to ask a question, he hammers home his short-sighted agenda.

OK, that’s a wrap for the good, the bad and the ugly for Q4. Until next quarter.

— Evan Pondel, epondel@pondel.com

JPM Post-Mortem

The J.P. Morgan Healthcare Conference in San Francisco is the equivalent of the Super Bowl in the healthcare industry, and last week was no exception, with executives from public and private companies descending on the Bay with such vigor and force that Union Square looked like the trading floor of the AMEX circa 1970.

JPMers taking a break in Union Square.

JPMers taking a break in Union Square.

There are good ways to do “JPM” and bad ways to do “JPM.” I walked more than 14 miles during two days of strategic meetings. Fortunately, I wasn’t wearing new shoes. But that doesn’t mean other JPMers weren’t wearing new shoes, and after witnessing dozens upon dozens of executives resting their sore feet on park benches and even curbside, it got me thinking it might be helpful to pass along a few pieces of advice.

  1. Try to avoid scheduling meetings in lounges. It may sound tempting to sip martinis in a dimly lit basement with red velvet seats and a DJ spinning dubstep, but lounges are exactly what they portend to be, lounges. It is difficult to stay alert when sitting reclined with an alcoholic beverage in hand. If you’re seeking an off-the-beaten-path venue, try a tea house, such as Samovar.
  2. An average hotel room near Union Square will cost north of $500 a night during JPM. Fear not. It’s possible to get a decent room close to the action for $150 a night, which includes a lovely continental breakfast. I’m talking about the Golden Gate Hotel, technically a bed and breakfast, but who cares when you’re saving all that money for your next venture. (Be forewarned, you may have to share a bathroom if your reservation is within a few weeks of the conference.)
  3. Schedule meetings with meals. Between back-to-back strategic meetings and the conference itself, proper nourishment is often lacking. To avoid going comatose, try scheduling breakfast, lunch and dinner meetings.   The Daily Grill and Le Colonial are favorites that serve good food and a wee bit of cache for rubbing shoulders with the who’s who at JPM.
  4. Do not over extend on meetings. Yes, it is tempting to meet with anyone and everyone who wants to meet with you, particularly if you’re at an inflection point with respect to funding, M&A activity or strategic alliances. However, if you stretch yourself too thin, meetings that deserve more attention will soon take on water as attention spans wane. Bottom line: Make sure your schedule takes into account some downtime.
  5. And finally, less is more when it comes to collateral at JPM. Most folks are walking from meeting to meeting every 30 minutes to an hour, which means the less you have to carry, the better. If you are interested in passing along collateral, use it as an opportunity to follow up post-JPM.

— Evan Pondel, epondel@pondel.com

Heard During the Breaks

Often at professional conferences, the stuff one hears during the breaks and at the cocktail hour is more valuable than the content in some of the formal presentations. I’m not talking about gossip, but real trends and ideas that have practical use.

Here are a few random items worth thinking about that I jotted down from corridor and cocktail talk at the recent annual conference of the National Investor Relations Institute’s Senior Roundtable:

  • Cordial intervention with activist investors usually does more good than harm.
  • Certain things in a 10K or 10Q just cannot be easily explained in writing and can best be conveyed by a CEO or CFO at an in-person meeting.
  • Try participating in a reverse road show, where the portfolio managers come to you in small groups, often as sponsored bus tours in bigger cities with several public companies in relatively close proximity. It saves your CEOs and CFOs much time and expense.
  • How investment banks get paid by the institutions for helping to provide corporate access—a function that IR professionals formerly held—is under increasing scrutiny. Many CEOs and IROs do not even know that the banks get paid for this service.
  • Sustainability is gaining steam as a topic that public companies must pay closer attention to, but for which few in the C-suite really want to take responsibility. It could be a function that IR professionals should grab.
  • Watch for board tenure to become among the latest hot governance topics, regardless of whether the directors are doing their jobs well.
  • Activists usually operate in packs. So even if an activist only owns 1% of your shares, pay heed, because behind those shares could be a much bigger percentage from friends.
  • Boards must discuss continuous shareholder value improvement. It’s their job and does not mean they are being promotional.
  • The buy side, unless an index fund, regards access to management as part of doing proper due diligence—whether they are invited to the table by an IR professional, an institutional salesperson or a sell-side analyst.

As with most conferences, this one also had a motivational speaker who was not there because of the subject matter, but rather to re-charge the batteries of the attendees.  Yes, he wrote a book and did a signing. Since the conference was a private affair, however, you’ll have to call me if you want his or his book’s name.  It’s a quick, easy read, and I will take the liberty of ending this post with a thought from the book that I particularly like about the stresses we all endure in our jobs and having the right attitude:  “We are all lucky that we get to go to work each day…rather than we got to go to work.”

–Roger Pondel, rpondel@pondel.com

Listen, Understand, Communicate. (Repeat)

Glass Lewis and ISS recently released new guidelines for the 2015 proxy season, which go into effect for shareholder meetings held on or after January 1, 2015 and February 1, 2015, respectively.

The new guidelines put greater emphasis on protecting shareholders’ rights with respect to bylaw/charter amendments, litigation, and shareholder proposals, as well as increased qualitative and quantitative scrutiny on executive pay and equity plans.

With shareholder activism continuing to rise and Glass Lewis and ISS guidelines increasingly defining how boards should conduct business, what should companies be doing to prepare for next year’s proxy season?

Here are three simple strategies for making sure your company is ahead of the curve:

  1. LISTEN. Do you know how your investors are feeling about the company and its progress…not just after you send out your proxy, but throughout the year? How often does your IR team engage with investors – not just to update them on your story but to also get feedback from them on management, company progress, etc.?There are two types of companies that typically get widespread voter turnout during proxy season: those whose management spend a lot of time listening to their investors…and those who spend virtually none and find themselves in the middle of a proxy fight.
  1. UNDERSTAND. Understanding your investors’ investment goals and philosophy can go a long way in learning how to most effectively communicate your company’s strategy and actions – before, during and after proxy season. Leverage your IR team and proxy advisory firm to help you gain a clear understanding of the investors who own your stock:
    • Breakdown of the types of investors holding your stock (retail, quantitative vs. qualitative buyside)
    • Buyside investors
      — How long does this investor typically hold? What price targets or corporate developments could cause them to exit your stock?
      — Have they been activist in the past? If so, what were their trigger points
      — What is the investment thesis of the firm? What are their typical entry and exit points? What factors led them to making the decision to buy your stock or increase/decrease their position?
      — Who is the decision maker at the firm? How do they prefer to communicate with the company –and how often?
      — Does this investor subscribe to Glass Lewis or ISS for voting recommendations? Who within your buyside investor’s firm is responsible for voting their proxy? (In many cases, it’s not the person who made the decision to invest in your stock.)
    • Glass Lewis and ISS
      — Is your management team and IR team up to date on the latest guidelines?
      — How do your current policies or potential proposals match up with ISS and Glass Lewis’ recommendations?
  2. COMMUNICATE. Strong shareholder relationships start with a commitment to communication. Waiting until proxy season starts again to talk to a dissatisfied shareholder – or any shareholder – is often too late.
    • Communicate with your investors regularly (especially with the ones who are unhappy)
    • Communicate to your board on investor sentiment and feedback quarterly.
    • Be positive and responsive to investors who request talking with your board. The best way to start a proxy fight is to ignore or dismiss a disgruntled shareholder.
    • Be proactive in communicating with Glass Lewis, ISS and shareholders on sensitive proposals

— E.E. Wang, ewang@pondel.com

 

 

 

Book Review: ‘Flash Boys’

flash-boysMuch is bandied about in financial media on high-frequency trading (HFT) and the implications for institutional and individual investors. The overarching thought is that the capital markets are gamed by high-frequency traders, known as flash boys, and there isn’t anything we can do about it, unless, of course, you’re a portfolio manager who decides to trade on an exchange that is devoted to evening out the playing field. That is what IEX is attempting to do, as the first equity-trading venue dedicated to eliminating the predatory practices of HFT. A new book by Michael Lewis entitled “Flash Boys” provides readers with a glimpse of this esoteric world, and PondelWilkinson’s Evan Pondel reviewed the book for IRupdate in this month’s issue.

Diversity Growing in Corporate America

Earlier this week we tweeted about the rise of women in the boardroom. The topic is pretty interesting to me so I figured this was a good place to share some views.

 

CFO recently reported that nearly one out of every three board nominees at Fortune 500 companies is a woman. According to a study from Institutional Shareholder Services, the number of women being tapped for board positions at the country’s largest companies has doubled in the last six years. Further, new board nominees at Russell 3000 companies were 22 percent female in 2014, again, doubling from 2008.

 

With board diversity a hot button among investors, it’s not altogether surprising that some companies are widening their approach to identifying new nominees. The Pax Ellevate Global Women’s Index Fund, which invests in companies with a high percentage of gender equality, names a few: Avon (not surprising), The Procter & Gamble Company (again, not that surprising) and Xerox Corporation (pretty surprising). Many would say, however, that it’s not enough. Several companies have been taken to task by activist investors (CalSTERS and CalPERS, for example) and media for maintaining homogenous boards amidst what seems to be growing support for diversity.

 

What evidence is there that diversity in the boardroom makes a positive difference? A blog post from the Harvard Law School Forum on Corporate Governance and Financial Regulation offers the following thoughts, among others:

 

• “Diverse boards engage in richer and ultimately more effective discussion and debate. People of diverse backgrounds bring different perspectives, experiences, concerns, and sensibilities to the boardroom.”
• “Directors of diverse backgrounds ensure that the perspectives and concerns of often-ignored constituencies are represented in board discussions.”
• “The presence of female and minority directors sends signals to various constituencies about a company’s values. Those constituencies include employees at all levels, customers, communities, regulators and other government actors, and the public.”
• “A company that does not have a diverse board is failing to tap into a significant part of the relevant talent pool, and is therefore likely to be less effective.”

 

For more tangible evidence, Business Insider reports that “Companies with women on the board crush companies that are only men.” Citing an older report by Credit Suisse, companies with market caps of more than $10 billion that have at least one woman on the board of directors, outperformed those with no women 26% from 2005 to 2011. A few years later a Thomson Reuters study revealed that the stocks of companies with mixed-gender boards have outperformed, on average, companies with no women on their boards.

 

Whether the evidence is empirical or anecdotal, I think we’d all agree that diversity – in all walks of life – is a good thing. My advice for any company is to broaden your search parameters, embrace variety and be a leader in effecting change. But, remember, diversity for diversity sake is not the best policy, so choose the best man (or woman) for the job.

 

— Laurie Berman, lberman@pondel.com

SEC Enforces Insider Transaction Rules As Boards Authorize Buybacks at Brisk Pace

 

1903 stock certificate of the Baltimore and Ohio Railroad (Photo credit: Wikipedia)

1903 stock certificate of the Baltimore and Ohio Railroad (Photo credit: Wikipedia

Insider buying or selling of shares is one of the most emotional and telltale communications messages a public company can send.

Last week, the SEhanded out charges against 28 officers, directors and major shareholders for violating federal securities laws requiring the prompt reporting of information about transactions in company stock.  In addition, six publicly traded companies were charged for contributing to filing failures by insiders or failing to report their insiders’ filing delinquencies.
 
Curiously, the SEC did not say whether or not those transactions were on the buy or sell side. But this is important stuff and a subject that many investors hold sacrosanct.
 
Some funds immediately sell if they see insiders are selling for anything other than “personal” reasons, such as sending a child to college. And other investors immediately buy when they see insiders buy, believing those insiders must know something positive about the future. The same usually holds true when companies initiate buyback programs.
 
A news release issued by the SEC September 10 said information about insider buying and selling gives investors an “opportunity to evaluate whether the holdings and transactions of company insiders could be indicative of the company’s future prospects.”
 
Granted, it is important to look at much more than insider transactions when evaluating a stock’s viability. But as Peter Lynch, who is still regarded as one of the greatest and smartest investors of all time, has said on numerous occasions: “Insiders may sell their shares for any number of reasons, but they buy for only one—they think the price will rise.”
 
So while it is not necessary in this blog to name names of those violators, as the SEC’s press release did (in case you want to know), 33 of the 34 individuals and companies cited agreed to settle the charges and pay financial penalties totaling $2.6 million.
 
“Using quantitative analytics, we identified individuals and companies with especially high rates of filing deficiencies, and we are bringing these actions together to send a clear message about the importance of these filing provisions,” said Andrew J. Ceresney, director of the SEC’s Division of Enforcement, in the news release.
 
There are usually no such communications issues when public company boards authorize buyback programs. Making a public announcement, usually via news release, is often one of the key reasons such programs are launched—to make a statement that one’s stock is undervalued and we’re not going to take it anymore.
 
In fact, according to an analysis by Barclays PLC as reported in the Wall Street Journal September 16, companies are buying back their own shares these days at the fastest pace since the financial meltdown, and companies with the largest buyback programs have outperformed the broader market by 20 percent.
 
Barclays’ head of U.S. equities strategy, Jonathan Glionna, as reported in the same article, said that among the reasons why companies do stock buybacks, “one is that it seems to work; it makes stocks go up.”

– Roger Pondel, rpondel@pondel.com

 

Business Folk

Most, if not all, annual reports for 2013 have been published by now, and as investors attempt to glean what went right and what went wrong by wading through pages upon pages of corporate detritus, often the most readable section is that containing the shareholder letter.

Warren Buffet is arguably the most famous writer of shareholder letters because of his folksy, straight-to-the point style.  Buffet is so darn good at writing shareholder letters that myriad chairmen and chief executive officers attempt to emulate his knack for prose. The problem is, Buffet writes in his own voice, and trying to inject his vernacular into your shareholder letter could smack of inauthenticity, or even worse, someone might call you a poser.

Instead of invoking Buffet when trying to conjure up some down-home writing, l’d rather refer to his style as “business folk.”  Yes, it sounds like a music genre for MBAs.  But writing in the style of “business folk” seems a lot less intimidating than trying to emulate a genius.

Following are additional word-buffing tips:

    • Avoid clichés and creative analogies.  Yes, it is tempting to use catch phrases and descriptors to tell the company’s story, but words can easily become distracting, and soon enough the reader loses focus.

 

    • Write as quickly as possible.  This ensures you are writing what you know and staying on point.  It also helps lay a foundation that you can wordsmith later.

 

    • Use metrics that help demonstrate themes.  Numbers are great because they are hard facts, but they also pose challenges because they don’t always tell the full story.  Try to use numbers that help shareholders understand the overall direction of the company.

 

    • Describe the company’s strategic direction.  Many executives underestimate the power of writing and misuse the activity, particularly in shareholder letters, to recapitulate old news.  Effective writing presents a roadmap that can help manage expectations, as well as demonstrate leadership.

 

    • Read what you write out loud to determine if it actually sounds like something you would say.  If you employ a lot of three-syllable words in your daily conversations, then maybe your writing should contain three-syllable words.  (Note: If expletives factor into your daily conversations, then you should edit those out.)

 

    • Use subheads to break up thoughts.  It is easy for readers to get lost in corporate minutiae, which is why it is helpful to have guideposts.  Subheads help hammer home themes we want investor audiences to remember.

 

    • Make sure whatever you write is in reader-friendly formats both online and in print.

 

    • Words are more important than flashy design.  Sure, an interactive quarterly report is nice, but it’s the words that will help investors determine if you have “a wonderful company at a fair price (rather) than a fair company at a wonderful price,” according to a quote from Warren Buffet’s shareholder letter in 1989.

 

— Evan Pondel, epondel@pondel.com

PW Participates in IR Certification Exam

First it was the CPA certification for accountants, instituted in 1917.

 

Then in 1963 came the CFA credential, administered by the CFA Institute, for finance and investment professionals, particularly in the fields of investment management and financial analysis of stocks, bonds and their derivative assets.

 

One year later, in 1964, the Public Relations Society of America, www.prsa.org, launched the APR designation as a way to recognize PR practitioners who have mastered the knowledge, skills and abilities needed to develop and deliver strategic communications.

 

Soon, investor relations professionals, courtesy of the National Investor Relations Institute (NIRI), www.niri.org, will have a test of their own. The designation has yet to be named, but development of the Body of Knowledge (BOK) is now underway, and the inaugural exam is scheduled for mid-2015.

 

The BOK is the basis for most certification exams, including the CFA. It forms the base of teachings, skills, and research in a given function, along with details on the essential competencies required of a practitioner based on a set number of years of experience.

 

It is with great honor that I am serving as an advisor to the NIRI committee preparing the first BOK for the investor relations profession.  I will be working directly with editor Ted Allen and a distinguished group of 25 investor relations professionals from throughout the nation who will write the definitive book—one that will represent every element of the requisite knowledge that will be tested in the IR certification exam.

 

It’s a big project and a tall order, especially for a profession whose practitioners require a wide range of knowledge, spanning disciplines that include finance, accounting, capital markets, news media, disclosure regulations, public relations practices and virtually all aspects of communications.

 

Canada and the UK currently have IR certification programs, and two U.S. universities—Fordham and the University of San Francisco—offer graduate degrees in investor relations.

 

While validation of competency through an exam or graduate degree may not guarantee practical success, we at PondelWilkinson are proud to have been asked to participate in this milestone endeavor for our industry.  I’ll keep you posted as the program develops, but please do not ask me for any answers to the exam—none of the BOK committee members will have access to it!

 

Roger Pondel, rpondel@pondel.com

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