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,

EXTREME IR: Fast, Furious & Highly Connected

Extreme IR

After practicing investor relations for more than 20 years, I’m always excited to learn something new.  And, I did just that at the recent NIRI 2014 Annual Conference in Las Vegas.


The first thing I learned is that I love live tweeting.  Sending updates from the conference sessions I attended really made me feel connected (which makes sense given the theme of the conference, “EXTREME IR: Fast, Furious & Highly Connected”).  It was fun being able to spread the vast body of knowledge represented at the conference, so I thought I would recount those tweets here, verbatim, (in more than 140 characters) so that they reside in one handy place for easy reference by my fellow IROs.  If you attended and have any thoughts to add (or even if you didn’t attend and have any thoughts to add), please share them below in the comments section.


  1. Regardless of who is setting up investor meetings, be clear about goals and expectations before the outreach starts.
  2. $1 billion market cap is preferred by investors for European NDRS.  $5 billion for Asia.
  3. 83% of buy-side wants cos. to hold investor day yearly.  Only 35% of companies host one yearly.
  4. Almost half of global buy-side won’t invest w/o meeting mgmt.  35% won’t invest before an avg. of 3 interactions.
  5. Law says corporations can keep profits and use them as they see fit. Boards not required to maximize shareholder value. Hmmmm.  Chatter that institutions could share holdings every 30 days with the companies they own is palatable. Will it become a reality?
  6. CEO pay ratio disclosure will become a requirement in the fall and will take effect next year.  Of 75 in session, 31% give quarterly guidance, 45% annual, 15% multi-year, 9% other.
  7. If non-GAAP measures are used as basis for exec comp make sure they tie to your company’s business goals.
  8. Non-GAAP EPS most common non-GAAP measure seen by investor community based on recent survey.
  9. About 1/3 of 40 participants in today’s session on guidance post full transcripts of earnings calls on their websites
  10. Don’t assume index investors don’t have an active interest in governance issues.
  11. Use letter from the board in proxy statement to discuss thoughts on compensation, succession planning, etc.
  12. More sessions on activism than any other topic.  Clearly a hot button issue for IR today.
  13. Boards need to be aware of what investors think even if it’s hard to deliver negative news
  14. There is a difference between active investors and activist investors. The latter trying to force change.
  15. Number of people moving into IR from finance grew 60% y-o-y.  Field is obviously getting more competitive.
  16. IR Certification will likely require 3 years’ experience to qualify for exam.  A bachelor’s degree is also recommended.
  17. Body language is important.  Hedge funds actively learn about “tells” to read between the lines when meeting with management.
  18. Analyst Day info attendees want: new initiatives; access to mgmt.; forward looking guidance; current financials; product demos.
  19. Q&A is most important part of an Analyst Day according to a recent investor survey.


— Laurie Berman,

PW Tweets

National Investor Relations Institute (NIRI)

PondelWilkinson is attending the National Investor Relations Institute’s annual meeting in San Diego. Tune in to our Twitter feed to learn what’s going on with new governance requirements, changing markets and ever-evolving media.

Environmental, Social and Governance Issues

Join NIRI LA for a free webinar Tuesday, October 6 at 1 p.m. PDT to discuss how companies are prioritizing sustainability, environmental and social issues.  An increasing number of companies are embracing environmental, social and governance (ESG) issues to meet the expectations of investors and possible SEC mandates.  Find out what you need to know about upcoming requirements and hear from top experts in the field who will provide you with practical and useful insights.

The Right Stuff

NIRI (the National Investor Relations Institute) recently reviewed the investor relations Web sites of the 100 largest publicly traded companies in an effort to develop a set of best-in-class practices.  The results were presented in a comprehensive Executive Alert distributed to members.
Some highlights to keep in mind when reviewing or building your own IR site:

  • Provide direct contact information for the IR team (include both internal and external contacts).
  • Use common names for standard pieces of information to make them more easily identifiable to users.
  • Don’t burry important company messages in your FAQ.  Create separate sections for key information such as shareholder services.
  • Avoid having the site launch new windows as a way of accessing content or functionality.

Additionally, certain core elements were found among the Web sites that were reviewed:

  • 92% contained earnings press releases;
  • 92% contained stock quotes/charts;
  • 89% provided transfer agent information;
  • 87% offered webcasts;
  • 82% offered e-mail alerts;
  • 80% gave dividend information;
  • 77% included a historical stock price lookup feature and a history of stock splits; and
  • 62% included an investment calculator.

If you haven’t looked at the content on your investor relations Web site recently, now is a good time for a check-up.  As we reported here on August 5, 2008, the SEC recently released new interpretive guidance that could give companies the ability to use their Web sites as an appropriate full disclosure outlet.  The more up-to-date and feature rich your site, the better chance you’ll have of meeting the SEC’s Web site disclosure guidelines.


— Laurie Berman, Senior Vice President,

Conference Buzz: Bored of Directors

Rising shareholder activism clearly topped the hot topic list when the National Investor Relations Institute’s senior-most members got together recently at their annual roundtable bash at the posh Montage resort in Laguna Beach.
Two take aways…

First, consider having a large institutional shareholder sit on the board. Other professional shareholders will like that and sense that their interests are being well represented. It will keep activists away. 
Second, in a swing of the pendulum and score for baby boomers and smart young dot-com retirees, seek board board members. No, that was not a typo you just read. The wisdom being imparted relates to seeking directors who have time to be directors, rather than time-strapped CEOs and others who are actively engaged in their careers.

As for Laguna Beach, it was too chilly to get a suntan.


Roger Pondel, President,

XBRL – SEC Asks for Public Comment

The SEC’s office of Interactive Disclosure began asking for public comment on the use of eXtensible Business Reporting Language, commonly known as XBRL, in public company financial statements.  Several large, well-known companies have voluntarily adopted XBRL in their EDGAR filings with the SEC and the agency has committed more than $50 million to make its public company disclosure system compatible with XBRL, according to the National Institute of Investor RelationsXBRL International, a not-for-profit consortium of approximately 550 companies and agencies worldwide working together to build the XBRL language and promote and support its adoption, reports that XBRL is an open standard, free of license fees that promotes the interactive sharing of financial data.
It is believed that XBRL will provide investors and analysts with more useful financial disclosures by allowing companies to present their financial information in a format that allows investors and analysts to more easily locate and analyze this information.  It is also anticipated that XBRL will provide greater efficiency, improved accuracy and reliability and cost savings to anyone involved in supplying or using financial data.
While there will likely be some growing pains when public companies are required to adopt XBRL in their financial statements, over the longer term its use should make it easier for the investing public to analyze a company’s financial statements and easier for public companies to get their story out into the investing marketplace.
The public comment period ends April 4, 2008.


Laurie Berman, Senior Vice President,