November 28, 2016

Governance

Rob Berick

Board of Directors Communications Checklist: What They Need to Know

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Good corporate governance and smart risk management planning starts with effective communication with your board of directors. While the jury is still out as to the best level of engagement between the board and shareholders, one thing is certain: corporate boards must remain vigilant in understanding the wants and needs of its investors.

“The relationship between a board and its investors is just that: a relationship. And it’s a long-term one at that,” says Matt Orsagh, director of capital markets policy at CFA Institute.  “Boards should ensure that the investor audience is happy and well-informed.”

Communication between an IRO and his or her board of directors is a two-way street, and it’s vital that an IRO work with the corporate secretary to funnel information. Corporate secretaries inform IROs about the “internal plumbing” of the board, such as succession planning, corporate strategy, and other internal objectives — all crucial information for any IRO looking to effectively communicate with their board. At the same time, corporate secretaries need to be aware of shareholder registry, shareholder sentiment, buying trends, analyst feedback so that they are well equipped to deliver the information to the board.

IROs are a board’s primary source of information on shareholders. To help you manage communication with your board, here’s a checklist of timely, quarterly, and annual items to share with your board to keep them informed.

 

Timely, unvarnished updates on factors influencing company valuation

  • Company’s underlying investment characteristics
  • Company’s near-term value drivers
  • Probable investor response to potential corporate actions (e.g., M&A, share repurchases, recapitalizations, etc.)
  • Investor perceptions and performance-to-expectations gap analysis
  • Investor relations program audit and peer benchmarking
  • Competitive intelligence and financial analysis
  • Traditional/social media monitoring and analysis
  • Potential activist vulnerabilities

 

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Quarterly

  • Stock ownership: top 30 institutional holders with current ownership position, compared to the prior quarter and prior year with annotations
  • Shareholder spotlight: chart of shareholder base by geography and investment style (growth, value, hedge fund, etc) and how it has changed over time
  • List of top buyers and sellers: share with quality rankings, so the board can see major changes and how the quality of the shareholder list is improving or declining
  • Peer analysis: comparison of ownership trends with those of company peers
  • Shorts: snapshot of the short positions
  • Ratings: snapshot of analyst ratings by firm
  • Revisions: recap of recent estimate revisions
  • Events calendar: upcoming investor and major industry conferences and trade show events
  • Key financial/business/trade media: coverage from the quarter
  • Regulatory changes: potential impact on the company’s disclosure policy or protocols
  • Governance and ESG trends: potential impact on valuation
  • Activist investors: list of largest activist shareholders

Annually

  • Long-term strategy: targeting, investor engagement, enhancement of company’s valuation
  • KPI scorecard: performance-to-expectations ratio, conversion rate of targeted investors, long-term share price relative to performance, and long-term share price volatility
  • Company efforts to optimize its shareholder mix to align with stated strategic and financial goals


Did we miss something? If you’ve found success communicating a piece of information or KPI to your board that isn’t listed here, leave us a comment.

Written By Rob Berick

Robert G. Berick is a senior vice president and managing director at Falls Communications. For more than 20 years, Rob has helped companies engage investors and enhance value through communications. He can be reached at rberick@fallscommunications.com or @robberick.

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