Our Blog: The Podium

In the once cut-and-dry world of proxy statements, colorful communication matters more than ever before.

With shareholder activism still on the rise, and institutional investors like BlackRock and State Street, and collectives like the Investor Stewardship Group, sharpening their focus on corporate governance issues, the tick-the-box approach to proxy statements is quickly becoming a thing of the past. Many companies are moving beyond the traditional black & white “legalese,” paragraph-heavy proxy statement and taking a more innovative, communications-focused approach to improve transparency, defend against activism, and better engage with shareholders.  

You probably have heard your CEO or a member of the board expound on the need to have a succession communications plan. (Perhaps you have been the one doing the expounding.) And it’s true: public companies should put significant thought into how they will communicate the transition of a C-level executive or board member. But usually, that’s where the conversation ends.

More often than not, communications professionals walk away from these discussions wondering what goes into the plan. With that in mind, today we discuss the five essential elements of a successful succession communications plan.

• Make the plan

As soon as you know your board is conducting a CEO search, create a detailed timeline that will keep your succession communications on track. Name each task with the target completion date and the name of the person or people responsible for implementation. List all the materials that are necessary for the

When it comes to corporate governance, board members and shareholder activists do not often agree.  But there is at least one opportunity for common ground: better communication.

By Maureen Wolff, President and Partner, Sharon Merrill Associates

For many companies, a looming activist shareholder is no longer the exception – it’s the rule. Activist shareholders had launched 495 campaigns targeting U.S. companies through November 2016, according to FactSet SharkRepellent. And as of the end of November, the number of proxy fights for board seats was at its highest level since 2009, at 101 contests.

The threat of activist investors encircling your company can be intimidating - unless you understand how to engage, respond and communicate. Here are 10 strategies to help you prepare.

By Maureen Wolff, President and Partner

When The Men’s Wearhouse dismissed George Zimmer, the company’s high-profile pitchman and executive chairman, this summer, observers were left wondering what had caused the split. The company announced it had parted ways with Zimmer, who founded The Men’s Wearhouse in 1973, on June 19, five hours before its annual stockholders meeting was scheduled to take place. It provided an extensive explanation from the board of directors via press release – six days later. In the interim, and for several days thereafter, fans of Zimmer and his iconic commercial appearances took to social media with cries of “foul.” Zimmer himself commented on his ouster through a number of media channels.

Zimmer’s split must have been particularly damaging from a communications and branding perspective. After all, it is difficult to even think of the men’s retailer without hearing Zimmer and his classic phrase, “You’re gonna like the way you look. I guarantee it.” But the travails of communicating succession aren’t limited to high-profile executives. In the past several weeks, we have seen changes or controversy at the top of a number of public companies, including J.C. Penney, Microsoft, Office Depot, Royal KPN and Vivendi.

Finding the next CEO or chairman is one issue. Communicating to investors that the board of directors has a sound plan for succession is quite another entirely. This means the challenge is two-fold: overcoming the stigma associated with internal succession discussions while a CEO – especially a successful one or a company founder – is still in place; and crafting a message that will ultimately calm investor fears about uncertainty caused by a pending transition.

By Maureen Wolff, President and Partner

Annual reports are so 1997.

When the National Investor Relations Institute recently asked me for my thoughts on the public company practice of producing a glossy annual report, the premise of the question was not, “How can companies do this better?” or “Please provide some helpful tips for designing annual reports.” It wasn’t even as minimalist as “What’s the least expensive, most simplified way to produce an annual report?” No, the question was much more fundamental: Why, in this age of technology and pressured IR department budgets, should companies bother to create an annual report at all?

By Dennis Walsh, Senior Consultant & Director of Social Media

Last week, I attended the NIRI Annual Conference. It was very educational and an incredible opportunity to meet and exchange ideas with many of the approximately 1,300 investor relations professionals from more than 20 countries that attended the event in Seattle.

NIRI organized more than 45 informative panel sessions and workshops that were led by some of IR’s top influencers. While I wanted to attend each one, unfortunately I am not omnipresent. For those that I did attend, I left with several key takeaways that can benefit any IR program and wanted to share those with you here at The Podium.

By David Calusdian, Executive Vice President & Partner

*Originally appeared on Samuel's CFO Blog. Samuel Dergel is Director and Search Consultant at Stanton Chase International. Mr. Dergel specializes in Executive Search for Chief Financial Officers.

As the new CFO of a publicly held company, somewhere on your extensive “to do” list is implementing an effective investor relations program. Whether or not the IR function was a well-oiled machine when you arrived, or virtually non-existent, there are key areas you need to address immediately to ensure that you are effectively taking the IR reins. So here are six steps for success as you accept responsibility for the IR function.

1) Understand your shareholder base. Research the investment styles of your shareholders to determine why they may have bought shares– and what might cause them to sell. See what type of investor concentration you have in your shareholder base. Identifying whether your shareholders are weighted toward a growth, value or income investment style, for example, can offer insight as to what they are expecting the company to achieve near or long term. Also investigate whether there are known “activist” firms among your shareholders, and what catalysts usually cause them to initiate a proxy fight. Make it a priority to speak with your shareholders by phone as soon as possible, and then meet them in person within your first few quarters as CFO. Also consider an investor perception audit to understand the sentiments of your shareholder base -- and identify any misperceptions about the company -- to most effectively build your IR program.

By Jim Buckley

To kick off the New Year, we decided to renew an old Sharon Merrill tradition and take a lighthearted look at what’s in and what’s out in investor relations and related areas in 2012. Hope you enjoy, and have a happy and successful 2012.

By Dennis Walsh, Senior Consultant & Director of Social Media

As another year comes to a close, two things are probably on every IRO’s mind: New Year’s resolutions and next year’s investor relations plan. Every year, one of the most common resolutions is to get fit. People spend a tremendous amount of time and money developing new health and fitness plans to achieve that goal. This year, apply the same techniques to your IR plan in order to have a successful 2012.

Establish Achievable Goals

You may not be ready to compete in the Arnold Classic body building competition next year, but fitting into that new bathing suit by summer is certainly a realistic goal. When developing your 2012 IR plan, set equally realistic expectations. For example, expecting to grow your capitalization from a mid-cap to a large-cap in just a few months is likely an unrealistic benchmark. Instead, focus on more achievable metrics, such as meeting with a greater number of investors, attending more conferences, or increasing trading volume. Meeting these goals will support your ultimate goal of maximizing shareholder value.