By Louis Cordone, Senior Vice President, Data Strategy, AST®
When companies proactively monitor their shareholders on an ongoing basis, they are in a much stronger position to understand how investors view them as an investment opportunity in the near, medium and long term. Ownership data management and analytics are critical for measuring and managing a company as it evolves through its unique business lifecycle.
By understanding shareholder sentiment, buy and sell trends, proxy voting patterns and other ownership data factors, you’ll have a diagnostic snapshot of the company that is your gateway into assessing its standing in the capital markets. Shareholder sentiment is not limited to just your company. As important as it is to know how investors engage with your company, knowing how they are engaging with your peers, your industry and sector and across the broader capital markets is also key.
Benchmarking is important to investors. They often look for best in-class rather than the perfect candidate. With this aspect in mind, the best prepared companies look outward as well as inward when analysing and communicating to investors.
Activism and engagement
In addition, the need to effectively engage shareholders as part of a sound corporate strategy – and thus the key role of having full ownership data available – has become more critical than ever with the dramatic increase in shareholder activism. And, with the steady uptick in campaigns related to environmental, social and governance (ESG) proposals, the potential for ESG-related activism is heightened. Regulatory compliance focused on shareholder composition also continues to present challenges.
In response, shareholder engagement has gained significant traction as companies seek to address their shareholders’ varied areas of concern, ranging from ESG to board diversity to executive compensation. Activist investors are not shy. At times, they will engage with companies, aggressively. This engagement is not limited to your company’s management. Activist investors also communicate directly with your shareholders.
Public ownership filings provide activist investors a near complete view of your most significant institutional investors. Your most significant institutional investors are typically the institutional investors who have the most equity assets under management. With such deep pockets, these investors spread their investments across the universe of publicly listed companies. As a common shareholder across many public companies, activist investors frequently engage with the portfolio managers of these institutions. As a result, activist investors have a network of investors that they engage with for support. If an activist is speaking to your company, it is highly likely that they have already engaged with your shareholders about your company.
Companies have learned that the best defence against shareholder activism is a good offence. Companies that maintain strong communication channels with their shareholders may make it more difficult for an activist to gain support from its most significant investors. Through ongoing communications with shareholder, companies can describe how they are addressing any current investor concerns. They can also learn how their approach fits with the investor’s expectations.
If a company’s efforts are in line with their investors, they can count on the investors’ support over an activist, if one should appear. If the company’s efforts fall short of expectations, they have time before the activist appears to address the concerns.
Do you have an ownership advisor?
The transfer agent is the ownership expert needed to provide complete shareholder intelligence. The company’s transfer agent should be a key partner in understanding its ownership. Most critically, the breadth and the quality of data the transfer agent can provide will fundamentally impact the decisions the company is enabled to make.
Companies should partner with a transfer agent that will serve as a true ownership advisor that can immediately and reliably provide the necessary data sets for understanding a full spectrum of shareholder analytics across a company’s multiple securities.
Unlike financial service and data providers who provide data for many constituents ranging from banks, brokers, investment advisors and companies where companies typically retrieve ownership data, transfer agents are focused on servicing the individual securities of a company. This single focus allows the transfer agent to provide insights that are focused on solely the needs of the company.
As a result, the transfer agent should provide consultative services that the company may need to interpret data, create scenarios and manage its ownership.
Not all transfer agents are created equal, hence the importance of selecting and establishing a strategic relationship with a full-service, consultative transfer agent that can both offer the requisite shareholder data and reveal the insights it holds.
Ownership data and today’s investors
The need for effective shareholder communications has never been greater. But how do you make sure you are not neglecting key stakeholders? In our three articles below, we present new perspectives on pivotal corporate decision points, associated communications needs and a multi-dimensional model of stakeholder communications today.
DEVELOP A STAKEHOLDER STRATEGY
A company’s real success lies in satisfying all its stakeholders, not just those who might profit from its stock. Stakeholders form an ecosystem that involves anyone invested and involved in, or affected by, the company – and today, they are having an increasingly significant impact. In the age of ESG proposals – stakeholders have taken their place alongside shareholders in many corporate settings:
In classic shareholder theory, dating from the early 20th Century, a company is beholden only to its shareholders, for whom it must make a profit. Stakeholder theory, by contrast, views shareholders as one group among many stakeholders in a company.
Stakeholders are everyone impacted by the company’s operations and practices, including shareholders as well as bondholders, employees, environmentalists near the company’s plants, vendors, governmental agencies, and even society and the planet as a whole.
Stakeholders, ESG and sustainable finance
The ‘triple threat’ of stakeholder theory, ESG and sustainable finance has emerged in today’s investment landscape as a powerful force that is influencing corporate strategies and practices as well as investor perceptions of investment potential.
Sustainable finance – the practice of integrating ESG considerations into business and investment decisions with the goal of benefitting stakeholders – becomes critical in today’s ESG-driven investor environment. If put effectively into action, sustainable finance addresses upfront many of the issues being brought forward in ESG proposals.
Know your stakeholders
But where does that leave your strategy if your company does not incorporate sustainable finance or ESG models into its decision-making process? A more encompassing stakeholder communications strategy is still possible.
Start by identifying relevant stakeholders – including, especially, those who may be positioned to submit ESG proposals. And consider what potential ESG issues the company may have and identify relevant stakeholders.
“Come to know your stakeholders and understand in advance their potential impact on the company’s investment potential and governance”
Rely on integrated ownership data
Make sure you are working with a transfer agent that can provide a holistic view of your ownership, including both registered shareholders as well as institutional and insider (‘street’) shareholders.
Among the shareholders, identify potential ESG proponents or activists. Which shareholders follow Institutional Shareholder Services (ISS) and Glass Lewis & Co guidance? That will point you toward how they will vote on a proposal and help customise a communications strategy that accommodates their inclinations.
Cast a broader net
Next look farther, to your bondholders, then consider the various constituencies that may be impacted or concerned by a range of ESG-related factors, including the company’s manufacturing, board diversity, hiring practices, environmental impact, and others.
Create an encompassing strategy
While ultimately no single strategy can accommodate all stakeholders – and there will often be conflicts among stakeholders with differing vested interests in the company – you will, at a minimum, come to know your stakeholders and understand in advance their potential impact on the company’s investment potential and governance.
COUNTER ACTIVIST IMPACT WITH COMMUNICATION
Investor intelligence and a strong investor communications strategy can help mitigate post-activist volatility.
Develop a proactive post-activist strategy
Activism doesn’t go away just because the vote is over. After-effects of activism are long and permanent for both current and future shareholders. Regardless of the proxy results, the company has been changed forever.
When the dust settles, the company must reintroduce itself to investors who want to understand the impact of changes on their investment.
Any change to the corporate strategy must be communicated clearly to investors who will be concerned to understand how the changes will affect their investment opportunity.
Seize the opportunity
As both the company and its shareholders search for stability, the company must communicate its continued viability and value amid change. Communication is critical. Shareholders will want to hear what changes have taken place, get to know and meet new leadership, and understand the short- and long-term opportunities for their investment.
The company has the opportunity to reshape its perception, increase its value, and strengthen shareholder support through clear and meaningful communications. But look before you leap. Before communicating to investors, identify what has changed and be clear about the impacts yourself.
Ensure corporate strategy remains clear
Communicate your strategy clearly and find out what your investors think. Conversations with investors provide invaluable insights into how the street views the company. And an active communications plan that is inclusive of leadership will introduce new board members to the street and give you the opportunity to level-set investors’ expectations and perceptions.
Understand your post-activist shareholder base
Shareholders remain the target audience for communications but are they the same investors as before who received prior communications from the company? Chances are these investors have adjusted their shareholder positions and views on the company as the pressures of an activist campaign drained resources and executive focus away from the business.
Adapt your communications strategy to the new reality. Understand the new perceptions and dynamics of investor behaviour in your post-activist environment. And above all, show you are in control of the long-term strategy and clear about the company’s directions, goals and objectives.
DON’T NEGLECT YOUR BONDHOLDERS
Strategic investor relations programmes have increasingly included an ongoing bondholder communications programme, in addition to the typical equity owner programme. So, how do you build a bondholder communication strategy?
The emergence of bondholder communications
In the past, only multi-national banks, telecommunication companies, real estate investment trusts (REITs) and other capital-intensive corporations ran bondholder communications programmes. These kinds of companies generally manage significant levels of corporate debt and often access the debt markets for financing. Then the realisation hit other types of companies: by ignoring bondholders, the company may be unnecessarily sacrificing a key constituency of strategic and financial value.
“In the long run, maintaining a proactive bondholder communications programme can support capital growth strategies, as well as enable your company to establish a mutually beneficial relationship with bondholders.”
An integrated communications strategy
In recent years, communicating with the corporate ownership base has evolved. The best practice is now considered to be an integrated, coordinated equity holder and bondholder strategy. The practical benefit is to lower borrowing costs by creating more investor interest in new debt issues. By creating investor interest in a bond ahead of placement, companies find they can influence the subscription rate for new bonds. This creates a win-win situation that makes the debt-raise much easier for all involved.
Communicating with today’s bondholders
Historically the two primary types of bondholder communications were passive. There was the laissez-faire approach, which involved no direct communication with bondholders. Then there was the ‘just-enough’ approach, which included posting details about specific debt instruments on the company website and directing investors there. Neither approach attempted to engage bondholders as stakeholders in the company, but rather treated them as incidental and not worth bothering with. If you’ve taken a passive approach to date, how do you up your game? Here are specific action steps to implement a robust programme:
- Know your customer: Engage and work with an ownership intelligence provider that can regularly furnish you with the necessary bondholder identification and analysis to support your programme. This will position you to develop a bondholder communications strategy, based on the actions you want bondholders to take.
- Create an outreach programme: Remember that successful outreach always considers both frequency of communication and ability to monitor response. To work best, it must be a two-way street: listen to bondholders and potential investors and understand their needs. This can positively impact your overall programme.
- Monitor response: This allows the company to measure its communications efforts as well as gain invaluable feedback to enhance your strategy and tactics.
Bondholders support capital growth
In the long run, maintaining a proactive bondholder communications programme can support capital growth strategies, as well as enable your company to establish a mutually beneficial relationship with bondholders.
About The Author:
Mr. Louis Cordone is senior vice president of data strategy at AST. Previously at AST he led the ownership intelligence team, consulting for companies on securities ownership in regards to regulatory compliance and investor outreach. Before joining AST, he was the head of the advisory services in the Americas division for Thomson Reuters. In that role, Cordone managed industry-based teams of analysts who provided shareholder identification services to investor relations officers.
About The Company
AST is a leading provider of ownership data management and analytics to public and private companies as well as mutual funds. Our comprehensive product set includes transfer agency services, employee stock plan administration services, proxy solicitation and advisory services, private company solutions, and bankruptcy claims administration services. AST affiliates include D.F. King & Co, Inc., and Donlin, Recano & Company, Inc.