2 014 S T U D Y O N H O W I N V E S T M E N T H O R I Z O N A N D E X P E C TAT I O N S O F S H A R E H O L D E R B A S E I M P A C T C O R P O R AT E D E C I S I O N - M A K I N G TA B L E O F C O N T E N T S Executive Summary and Key Findings............... 1 Review of Findings......................................... 3 Demographics............................................. 14 Methodology............................................... 16 About the Authors........................................ 17 About NIRI and the Rock Center.....................18 Contact Information...................................... 18 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 1 Executive Summary and Key Findings Nearly all companies prefer long-term investors but about half of investors have a shorter horizon — with significant consequences for companies’ strategic decisions and stock market performance Nearly all companies describe their ideal shareholder as having a long-term investment horizon but about half of companies’ shareholder base has a short-or medium-term horizon. As a result, most companies see significant upside to managing their shareholder base and senior leaders spend considerable time meeting with current and prospective investors. “More than three-quarters of companies in our survey see significant stock market benefits from managing their shareholder base,” says Professor Anne Beyer, Associate Professor of Accounting at the Stanford Graduate School of Business and co-author of the study. “Companies believe that if they can identify and attract the right shareholder base, they will be able to increase the price of their stock and decrease its volatility.” “Companies want long-term shareholders in particular because it allows them to implement their corporate strategy and make long-term investments without the distraction and short-term performance pressures that come from active traders,” says Professor David F. Larcker, James Irvin Miller Professor of Accounting and Senior Faculty at the Rock Center for Corporate Governance. “We find that the investor relations department can create a real competitive advantage by attracting a shareholder base with the same long-term investment horizon as the company.” However, being able to make strategic acquisitions is generally not a concern even if the shareholder base is dominated by investors with short-term investment horizons (only 26% of companies indicate strategic acquisitions as an area of concern). “Investors with short-term horizons pay close attention not only to stock prices in the near term but also the companies’ short-term performance as reported in their financial statements. If shortterm projects yield lower returns on investment than long-term projects as it is often the case, a shareholder base dominated by short-term investors can become a real challenge for companies,” says Professor Larcker. The ideal shareholder base consists of long-term investors – still “long-term” is not that long Companies are most likely to describe their ideal shareholder as having a “long-term investment horizon,” with the vast majority (92%) listing this quality. Still, a “long-term” investment horizon doesn’t have to be that long. On average, companies estimate the investment horizon of a typical long-term investor to be at least 2.8 years. By contrast, short-term investors are seen as having an investment horizon of 7 months or less. The study, conducted in partnership with the National Investor Relations Institute (NIRI), surveyed 138 investor relations professionals at North American companies about the investment horizon and expectations of their shareholder base and the impact that these have on corporate decision-making. Not surprisingly, most companies agree or strongly agree that desirable shareholders are not activists (87%). About two-thirds of companies don’t want a concentration of ownership and pay attention to the price at which an investor acquired a company’s shares. The geographical location in which the shareholder resides plays virtually no role with only 7% of the companies deeming this an important shareholder characteristic. Companies believe that short-term investors distract from strategic decisions Companies want to increase ownership of management, employees and pension funds Nearly two-thirds of companies (65%) agree or strongly agree that a company whose shareholder base is dominated by short-term investors cannot focus on strategic decisions because of a focus on short-term results. Just over half (51%) believe that short-term investors lead a company to focus on cost cutting. The majority of companies (57%) agree or strongly agree that a company whose shareholder base is dominated by short-term investors will have reduced market value and/or reduced long-term growth. Top management and corporate directors are seen as having the longest investment horizon among major shareholder groups, with 93% and 92% of companies describing their investment horizon as long-term or somewhat long-term, respectively. Among other major shareholder groups, pension funds are seen as having the longest investment horizon. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making Companies don’t want hedge fund or private equity investors When asked to describe their ideal shareholder base, companies are most likely to want hedge funds to own a lower percentage of their shares. Currently, companies report that approximately 8% of their shares are held by hedge funds. Ideally, this figure would be 3%, a 60 percent reduction. One reason for the reduction seems to be that hedge fund investors are seen as short-term oriented. 94% of companies believe that hedge funds have a short-term or somewhat short-term investment horizon. Zero companies believe they have a long-term horizon. Also, all companies that reported being partially owned by private equity (PE) want to reduce the ownership of PE investors. In fact, all of these companies want to see the ownership of PE investors go down to zero. Companies believe that their stock price would be higher if they had their ideal shareholder base Most companies (80%) believe that their stock price would trade higher over a two to three year period if they could attract their ideal shareholder base. On average, companies estimate their stock would rise 15% and share price volatility decrease 20%. These stock-market effects seem to be driven by companies’ beliefs that a more suitable shareholder base would allow management to implement the company’s strategy more effectively, put less pressure on management to focus on short-term results, and provide higher quality feedback on management’s decision. Three-quarters of companies (76%) agree or strongly agree with at least one of these three factors being a benefit of attracting their ideal shareholder base. 2 “Companies see very large, tangible benefits to managing their shareholder base, so there seems to be a real opportunity for some companies to improve corporate decisions and increase their value by paying close attention to who holds their shares,” says Professor Beyer. Senior leaders spend considerable time managing their shareholder base Almost all companies (91%) discuss the composition of their shareholder base at the senior executive level. A large majority (75%) discusses this at the board level. On average, the CEO spends 4.2 days per quarter managing the company’s shareholder base. As might be expected, the CFO spends even more time – 6.4 days on average. “The amount of time senior leaders spend on developing their company’s shareholder base shows a real recognition of the importance of shareholder characteristics for a company’s performance. Understanding how shareholders affect management decisions is key for any company,” says Professor Larcker. Companies rely on road shows and investor conferences – fewer companies actively reach out to potential investors When it comes to actively managing their shareholder base, companies most frequently rely on investor conferences, road shows, and meetings of current and potential shareholders with top management or members of the board. About threequarters of the companies use these tools at least on a quarterly basis. Significantly fewer companies actively approach potential shareholders with more than 40% of companies pursuing this strategy less than twice a year. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 3 Review of Findings Composition of Shareholder Base Cost cuttingPercent 1. What is the investment horizon of a typical investor (in years)? 17 Extremely important Short-term investor 0.6 years or less Medium-term Between 0.9 and 2.3 years Long-term 2.8 years or longer 2. How important are the following to a long-term investor? 69 Somewhat important 14 Not at all important Next quarter’s earningsPercent Payout policy (dividends and share repurchases)Percent 1 Extremely important 46 Extremely important 67 Somewhat important 46 Somewhat important 31 Not at all important 8 Not at all important Stable/smooth earnings pathPercent 49 Active engagement with the company regarding management decisionsPercent Extremely important 45 30 Extremely important Somewhat important 47 7 Not at all important Somewhat important 22 Not at all important Growth opportunitiesPercent 95 Sustainability of the firm’s business modelPercent Extremely important 98 5 Somewhat important 0 Extremely important 2 Somewhat important Not at all important 0 Not at all important 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 4 3. What is the typical investment horizon of the following shareholder groups? Retail shares held in street namePercent Active Fund -GrowthPercent 13 Long-term 6 Long-term 21 Somewhat long-term Somewhat long-term 33 33 38 Medium-term Medium-term 23 Somewhat short-term 19 Somewhat short-term 9 Short-term 4 Short-term Retail shares held in personal namePercent Active Fund – ValuePercent 25 17 Long-term Long-term 22 Somewhat long-term Somewhat long-term 41 30 30 Medium-term Medium-term 17 Somewhat short-term 11 Somewhat short-term 4 Short-term 1 Short-term Passive Fund – IndexPercent Hedge Fund; long/short positionsPercent 46 0 Long-term Long-term 31 Somewhat long-term Somewhat long-term 13 Medium-term 6 Medium-term 6 Somewhat short-term 28 Somewhat short-term 4 Short-term Short-term 0 67 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making Pension Fund PrivatePercent 5 Activist IndividualPercent 39 1 Long-term 39 Somewhat long-term 3 Somewhat long-term 20 Medium-term 17 Medium-term 2 Somewhat short-term Somewhat short-term Long-term 39 0 41 Short-term Short-term Pension Fund UnionsPercent Activist FundPercent 36 1 Long-term 46 Somewhat long-term 4 Somewhat long-term 16 Medium-term Medium-term 2 Somewhat short-term Somewhat short-term Long-term 22 36 0 37 Short-term Short-term Pension Fund PublicPercent Top ManagementPercent 42 Long-term 77 Long-term 46 Somewhat long-term 16 Somewhat long-term 12 Medium-term 4 Medium-term 1 Somewhat short-term 3 Somewhat short-term 0 Short-term 0 Short-term 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making Directors of the companyPercent 76 6 4. What is the current composition of your company’s shareholder base? Long-term Percent 16 Somewhat long-term 7.6 Retail shares held in street name 6 Medium-term 3.7 Retail shares held in personal name 2 Somewhat short-term 14.3 Passive Fund – Index 0 Short-term 23.0 Active Fund – Growth Employee stock ownership plan (ESOP)Percent 15.3 Active Fund – Value 53 Long-term 8.1 Hedge Fund; long/short positions 22 Somewhat long-term 1.8 Pension Fund Private: 18 Medium-term 0.9 Pension Fund Unions 4 Somewhat short-term 1.7 Pension Fund Public 3 Short-term 0.4 Activist Individual 1.3 Activist Fund 5.0 Top Management 3.4 Directors of the company 1.4 Employee stock ownership plan (ESOP) 8.7 Other 3.4 Unknown Note: The differences between Q4 and Q10 is due to different sample sizes. For Q10, the sample size is smaller than for Q4. The “Actual” column on Q10 only includes the firms that responded to the question of the “Ideal” shareholder base. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 5. How would you characterize the investment horizon of your company’s current shareholder base? 7. How frequently do you employ the following strategies in order to actively manage your company’s shareholder base? Percentage of shareholder base best described asPercent Road showsPercent 9.5 Exclusively short-term More than quarterly 12.2 Somewhat short-term Quarterly 37 39 24.7 Medium-term 12 Semi-annually 24.1 Somewhat long-term 5 Annually 25.6 Exclusively long-term 7 Less than annually 4.0 Unknown Investor conferencesPercent 50 Management of Shareholder Base More than quarterly 6. Is the composition of the shareholder base discussed at the C-level or Board in your company? Quarterly Board-LevelPercent 33 7 Semi-annually 75 7 Annually 13 No 2 Less than annually 12 Don’t know Identify and actively approach shareholders (targeting)Percent C-LevelPercent 29 More than quarterly Yes 91 Yes 28 Quarterly 7 No 15 Semi-annually 2 Don’t know 12 Annually 16 Less than annually 7 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making Capital Market Day (company specific, no conference)Percent 2 More than quarterly 0 8 8. How much time do the following executives spend actively managing shareholder base (days/quarter)? CEO – 4.2 days/quarter CFO – 6.4 days/quarter Quarterly 2 Semi-annually 32 9. How much time does the investor relations function spend actively managing the shareholder base (days/quarter)? 31.3 days/quarter Annually 64 Less than annually Enable meetings of current shareholders with board members and/or top managementPercent 49 More than quarterly 22 Ideal Target/Shareholder Base 10. Describe your ideal or best possible composition of your company’s shareholder base versus your actual shareholder base: Ideal ActualDifference Retail shares held in street name 5.8% 7.4% -1.6% Retail shares held in personal name 3.7% 3.9% -0.2% Quarterly Passive Fund - Index 15.3% 14.6% 0.7% 9 Semi-annually Active Fund -Growth 25.0% 23.0% 2.0% Active Fund - Value 16.9% 14.6% 2.3% 8 Annually Hedge Fund; long/short positions 3.2% 8.4% -5.2% Pension Fund Private 3.9% 1.4% 2.5% 12 Less than annually Pension Fund Unions 1.6% 1.0% 0.6% Pension Fund Public 3.6% 2.0% 1.6% Activist Individual 0.0% 0.0% 0.0% Activist Fund 0.0% 1.3% -1.3% Top Management 6.1% 4.3% 1.8% Directors of the company 3.2% 3.6% -0.4% Employee stock ownership plan (ESOP) 3.1% 1.4% 1.7% Other 2.7% 9.8% -7.1% Unknown 6.1% 3.5% 2.6% Enable meetings of prospective shareholders with board members and/or top managementPercent 48 More than quarterly 26 Quarterly 8 Semi-annually 5 Annually 13 Less than annually Note: The differences between Q4 and Q10 is due to different sample sizes. For Q10, the sample size is smaller than for Q4. The “Actual” column on Q10 only includes the firms that responded to the question of the “Ideal” shareholder base. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 11. To what extent do you agree with the following statements? “If the company attracted its ideal/target shareholder base…:” Management would face less pressure to focus on short-term results Percent 12 Strongly agree Management could more easily pursue value-enhancing strategic M&A transactionsPercent 7 Strongly agree 46 24 Agree Agree 24 Neither agree nor disagree Neither agree nor disagree 46 15 20 Disagree Disagree 3 Strongly disagree 4 Strongly disagree Management could implement the company’s strategy more effectivelyPercent Shareholders would provide higher quality feedback on management’s decisionPercent 6 Strongly agree 14 Strongly agree 33 34 Agree Agree 37 Neither agree nor disagree 38 Neither agree nor disagree 19 Disagree 10 Disagree 5 Strongly disagree 4 Strongly disagree Management could make better investment decisionsPercent Board would be able to focus on business rather than appeasing certain shareholdersPercent 6 Strongly agree 8 Strongly agree 24 Agree 25 Agree 42 Neither agree nor disagree 38 Neither agree nor disagree 21 Disagree 22 Disagree 7 Strongly disagree 7 Strongly disagree 9 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 10 12. To what extent do you agree with the following statements? “The ideal/target shareholder for our company is characterized by:” Holding only long positionsPercent Non-activistPercent 14 Strongly agree Strongly agree 41 48 46 Agree Agree 18 Neither agree nor disagree 11 Neither agree nor disagree 19 Disagree 2 Disagree 2 Strongly disagree Strongly disagree Ownership not over 10%Percent Invested at a price below current pricePercent 16 Strongly agree 11 Strongly agree 0 48 46 Agree Agree 23 Neither agree nor disagree 37 Neither agree nor disagree 12 Disagree 7 Disagree 1 Strongly disagree 1 Strongly disagree Ownership not over 5%Percent Invested at a price close to current pricePercent 5 Strongly agree Strongly agree 0 24 21 Agree Agree 36 Neither agree nor disagree Neither agree nor disagree 63 32 15 Disagree Disagree 4 Strongly disagree 2 Strongly disagree 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making Long-term investment horizonPercent 51 Strongly agree 11 Pursues investment strategy focused on growthPercent 15 Strongly agree 41 54 Agree Agree 8 Neither agree nor disagree 25 Neither agree nor disagree 0 6 Disagree Disagree 0 0 Strongly disagree Strongly disagree Medium-term investment horizonPercent Pursues investment strategy focused on valuePercent 12 Strongly agree 7 Strongly agree 69 57 Agree Agree 18 Neither agree nor disagree 28 Neither agree nor disagree 1 Disagree 8 Disagree 0 Strongly disagree 1 Strongly disagree Short-term investment horizonPercent Has preference for increase in dividend paymentsPercent Strongly agree 0 6 Strongly agree 8 Agree Agree 22 Neither agree nor disagree 34 Neither agree nor disagree 28 46 22 Disagree Disagree 24 Strongly disagree 11 Strongly disagree 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 12 Votes consistently with managementPercent Possesses substantial industry expertisePercent 20 Strongly agree 6 Strongly agree 37 37 Agree Agree 37 Neither agree nor disagree Neither agree nor disagree 6 Disagree 9 Disagree 0 4 Strongly disagree Strongly disagree Does not votePercent 1 Strongly agree 44 13. Do you expect that a change in your shareholder base toward your ideal/target composition would have a positive impact on your share price over the next two to three years? Percent 3 Agree 80 Yes 33 Neither agree nor disagree 20 No 42 Disagree 20 Strongly disagree 14. Suppose you could change the composition of your shareholder base such that the ownership of an ideal investor as described above increases by 10% which of the following benefits would you expect to realize over the next two to three years: Resides in a specific geographical locationPercent 0 Increase in share price – 15.4% increase Strongly agree 7 Agree Decrease in volatility – 19.6% decrease 37 Neither agree nor disagree Increase in trading volume – 5.9% increase 33 Disagree 23 Strongly disagree 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 13 15. Suppose a company in your industry has a shareholder base that is dominated by investors with short-term investment horizons. To what extent to you agree with the following statements? “A company with a shareholder base that is dominated by investors with short-term investment horizons…” Has reduced market valuePercent Focuses on cost-cuttingPercent 7 Strongly agree 7 Strongly agree 34 44 Agree Agree 40 Neither agree nor disagree 36 Neither agree nor disagree 20 12 Disagree 0 Strongly disagree 1 Strongly disagree Has reduced long-term growthPercent Cannot effectively implement the company’s strategyPercent 6 Strongly agree 2 Strongly agree Disagree 36 37 Agree Agree 36 Neither agree nor disagree 40 Neither agree nor disagree 22 Disagree 19 Disagree 0 Strongly disagree Cannot focus on strategic decisions because of the focus on short-term successPercent 7 Strongly agree 2 Strongly disagree Is restricted from making strategic acquisitionsPercent 3 Strongly agree 22 58 Agree Agree 45 21 Neither agree nor disagree Neither agree nor disagree 13 Disagree Disagree 25 0 Strongly disagree 4 Strongly disagree 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 14 Demographic Information What is the annual budget for Investor Relations in your company (excluding annual report costs and listing fees but including staff salaries and benefits as well as allocated overhead)? $818,423 mean $550,000 median What is the industrial sector for your company? Percent 2 Business Services 2 Chemicals How many people work in Investor Relations in your company? 2 mean 2 Commercial Banking 1 Commodities 2 median How frequently do you use outside Investor Relation consultants? Percent 23 On an ongoing basis 39 Occasionally 38 Never 2 Communications 7 Computer Services 9 Electronics 7 Energy 10 Financial Services (other than commercial banking) What is the revenue for your company? Percent 15 <$500 million 19 $500 million to $1 billion 39 $1 billion to $5 billion 12 $5 billion to $10 billion 9 $10 billion to $20 billion 7 >$20 billion 4 Food and Tobacco 7 Industrial and Transportation Equipment 2 Insurance 2 Lumber and Paper 12 Other Manufacturing 8 Other Services 5 Retail Trade 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making What is the industrial sector for your company? (continued) 15 How long have you been employed in investor relations? Percent 0 Transportation 7 Less than one year 3 Utilities 10 1 – 2 years 1 Wholesale Trade 8 3 – 4 years 13 Other 11 5 – 6 years What is your gender? 12 7 – 10 years Percent 61 21 11 – 15 years 39 19 16 – 20 years Male Female 11 20 – 30 years What is your age? Percent 1 31+ years 3 <30 23 31 to 40 37 41 to 50 27 51 to 60 9 61 to 70 0 >70 What is your title? Percent 39 Vice President 12 Senior Vice President 1 Executive Vice President 31 Director 9 Manager 7 Other 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making Methodology Results are based on the survey of 138 investor relations professionals conducted between February and March 2014. 16 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 17 About the Authors Anne Beyer Brian Tayan Anne Beyer is an Associate Professor of Accounting at the Stanford Graduate School of Business and former Michelle R. Clayman Faculty Scholar. Anne’s research interest is in the area of financial accounting with a focus on corporate disclosure, capital market prices, and corporate governance. Her recent work has examined the properties of analyst and management earnings forecasts as well as investors’ reaction to different kinds of corporate disclosures. Brian Tayan is a member of the Corporate Governance Research Initiative at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including the boards of directors, succession planning, compensation, financial accounting, and shareholder relations. He is co-author with David Larcker of the books A Real Look at Real World Corporate Governance and Corporate Governance Matters. Email: abeyer@stanford.edu Email: btayan@stanford.edu David F. Larcker Acknowledgements David F. Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; director of the Corporate Governance Research Initiative; and senior faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation and corporate governance. Professor Larcker presently serves on the Board of Trustees for Wells Fargo Advantage Funds. He is co-author of the books A Real Look at Real World Corporate Governance and Corporate Governance Matters. The authors would like to thank Matt D. Brusch, Ariel A. Finno, and Michelle E. Gutman for assistance in the preparation of this study. Email: dlarcker@stanford.edu 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 18 About NIRI and the Rock Center About the National Investor Relations Institute About The Rock Center for Corporate Governance Founded in 1969, the National Investor Relations Institute (NIRI) is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts and other financial community constituents. The largest professional investor relations association in the world, NIRI’s more than 3,300 members represent over 1,600 publicly held companies and $9 trillion in stock market capitalization. The Arthur and Toni Rembe Rock Center for Corporate Governance is a joint initiative of Stanford Law School and the Graduate School of Business at Stanford University. The Center was created to advance the understanding and practice of corporate governance in a cross-disciplinary environment where leading academics, business leaders, policy makers, practitioners and regulators can meet and work together. www.rockcenter.law.stanford.edu www.niri.org Contact Information For more information on this report, please contact: Katie Pandes Assistant Communications Director Ariel A. Finno Director-Research Stanford Graduate School of Business Knight Management Center Stanford University 655 Knight Way Stanford, CA 94305-7298 National Investor Relations Institute 225 Reinekers Lane Alexandria, VA 22314 Phone: 703.562.7678 Email: afinno@niri.org Phone: 650.724.9152 Email: kpandes@stanford.edu © National Investor Relations Institute and Stanford University | 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making