The latest HKICS Regional Board Secretaries Panel meeting, held on
19 January 2017 in Hong Kong, was a timely opportunity for experience sharing and practical advice on shareholder communications for listed companies in the Mainland and Hong Kong.
Shareholder communications is an important part of the role of company and board secretaries of listed companies in the Mainland and Hong Kong. Even where companies employ investor relations (IR) managers to address this area of corporate governance, the company or board secretary will often be closely involved in IR work. The latest HKICS Regional Board Secretaries Panel meeting, held on 19 January 2017 in Hong Kong, was an opportunity for experience sharing on shareholder communications, in particular highlighting the different challenges faced by listed companies on both sides of the border.
Identifying your shareholders
Li Qian, Board Secretary, BYD Co Ltd, for example, gave insights on his experiences of working for BYD, an electric car maker which is dual-listed in Hong Kong and the Mainland. He pointed out candidly that it is more difficult to identify who the shareholders are in Hong Kong.
‘In the Mainland market, we know who our shareholders are. But in Hong Kong, institutional investors are often hidden behind nominee accounts and it takes more resources and effort to find out who they are, determine the structure of the underlying investor base, and track ownership over time,’ Mr Li said. ‘Only when this is done can we engage our investors more proactively and maintain effective communications with them all.’
In his presentation, Mr Li also emphasised the fact that good IR helps to build company value. Through cultivating positive relationships with shareholders, potential investors, analysts, the media and other relevant stakeholders, an effective communications strategy can help increase a company’s transparency and corporate governance levels, which in turn builds investor confidence and sustains the company’s valuation over time.
‘Investor confidence is extremely valuable but it takes time to build. When the company is experiencing difficulties, or needs to raise capital, or is contemplating a bold move, loyal shareholders often lend their support,’ he said, adding that the stock prices of companies with good IR tend to be more stable over time relative to those with poor IR.
The company secretary or IR manager should convey the message about the company’s competitive advantages and investment values clearly to the target audience. He or she can make a highly significant difference, acting as a proxy for the time-constrained CEO or CFO, facilitating and informing the dialogue between the board and the investment community.
‘BYD started off as a battery maker, and began to manufacture mobile phone parts and components, and finally set foot in the electric vehicle market. We are now setting our sights on the clean energy storage sector,’ Mr Li said.
The value of shareholder loyalty
Mr Li also cited the A-share IPO of BYD that took place in mid-2011 to exemplify how solid investor relations helps to underpin a company’s valuation, particularly in adverse situations. The company eventually raised RMB1.42 billion (US$219 million) from its Shenzhen IPO, priced at 18 yuan a share, which still fared better than other IPOs in terms of valuation around the same time, he said. ‘By the time we prepared for our A-share IPO on the Shenzhen Stock Exchange, market sentiment had fallen to new lows. In the first quarter of 2011, as many as 30% of newly listed companies saw their share prices fall to below the IPO price,’ he recalled.
‘Between 2008 and 2010, auto sales slowed measurably and overcapacity was evident. Some dealers had also pulled out of our distribution network, causing some damage to the company’s reputation. Another problem at that time was the relatively high level of gearing. These issues were raised in the discussion of risk factors in our IPO prospectus,’ Mr Li said.
In the weeks leading up to the A-share market debut, BYD’s H-share stock prices plunged to as low as HK$10.92, but rebounded to HK$22.5 per share just two weeks before the A-share market debut. While having secured Warren Buffett as an investor was certainly a plus, investors were concerned about the slowdown in China’s passenger car market. During investor meetings in the US, Hong Kong and Singapore, the positioning of BYD as a future leader in clean energy storage and generation sector helped potential investors understand what goals BYD wanted to achieve, giving them more confidence, Mr Li said.
He emphasised that, during the roadshow stage, communications with analysts are of utmost importance. Fund managers and buy-side analysts attribute a considerable premium of a company’s valuation to good investor communications, he said. ‘An analyst of an investment bank representing a rival issued as many as eight negative reports shorting on our company’s shares. But since we had cultivated good relationships with other analysts, who understood well our firm’s strengths and prospects, more reports in favour of BYD came out around the same time,’ Mr Li said.
Besides the A-share listing, Mr Li also discussed how the art of IR came into play before and after the firm’s H-share listing in Hong Kong and the introduction of Warren Buffett’s Berkshire subsidiary MidAmerican Energy as a strategic investor.
The roles of the company secretary and IR manager
Mr Li also emphasised that the company secretary and IR manager are essentially the company’s day-to-day interface with institutional and retail shareholders, analysts, financial journalists, the Stock Exchange and other regulators. While the chairman and CEO will prefer to always be optimistic about the company’s long-term prospects, the company secretary and IR manager often have to manage investor expectations, in particular when adverse circumstances arise.
Crisis management is therefore an important aspect of work for the company secretary and IR manager. Crises may arise as the result of many different circumstances – the company might be facing an earnings slump; the loss of key personnel; a serious criminal investigation involving the company and/or its senior executives; the arrest of the CEO; regulatory action; a legal battle; debtors going bust; an economic crisis; a major policy change; or simply a market rumour. Whatever the specific circumstances, it is always a good idea to prepare an incident response plan in advance. This should be part of the company’s shareholder communications strategy.
‘If it is a rumour, then the company should figure out the cause and make clarifications with regulators and through the media to debunk it as soon as possible. The company secretary or IR manager should be the sole distribution of information in order to keep the message consistent and clear,’ Mr Li said.
A snapshot of shareholder communications practices
April Chan, former Company Secretary for CLP Holdings and former HKICS President, presented the results of an extensive survey of 413 listed companies’ on their current practices in shareholder communications to the forum. She also provided conclusions extrapolated from the findings, and gave recommendations on ways to maintain more effective, dynamic communications with shareholders and other stakeholders.
To understand how listed companies maintain communications with existing shareholders and potential investors, the HKICS conducted an extensive survey of 413 companies listed on Mainland and/or Hong Kong bourses in September 2016. Over half of them are listed on Hong Kong’s main board, and some are listed in more than one jurisdiction.
Below are the key findings from the survey.
- About one third of the respondents said they are not sure about who their shareholders exactly are, and that they had not carried out due diligence to find out their identity and shareholdings on a regular basis.
- Only about 14.5% said it is necessary to identify shareholder composition and monitor their stock buying/selling activities. About 15.5% agreed that shareholder identification should be carried out for a purpose at some point in time. Having said that, however, this group of respondents said they had not done so previously.
- Most companies lack a comprehensive communications strategy that is targeted to all shareholders and relevant stakeholders. About 58% admitted that their existing communications with shareholders ‘has some room to improve’. Despite acknowledging inadequate communications, 8.4% said there is no need to make improvements. Only 33.2% were confident that shareholder communications are sufficient and effective.
- Most companies think shareholder communications should be focused on institutional investors and long-term shareholders. A total of 269 companies, or about 55.5% of respondents, said only institutional investors and long-term shareholders have to be engaged. Only 92 respondents (19%) said they would seek to engage all types of shareholders.
- With regard to the level of participation in the company’s management, the surveyed companies said institutional and long-term investors are mainly concerned about the issues below.
- Are the CEO and senior executives overpaid?
- Is the incentive scheme for senior executives too focused on short-term performance?
- What is the long-term business strategy?
- Is there a separation of the chairman and CEO roles?
- What is the board structure and process for the appointment of directors or senior executives?
- The CEO or board lacks motivation to maintain effective shareholder communications. A total of 172 respondents, or about 40%, said
senior management, the board or board members are responsible for reporting on shareholder profiles and their shareholdings. However,
241 companies said they had not carried out shareholder identification and/or simply do not know how to do it.
- The company secretary is in the right position to facilitate and help improve shareholder communications. Of those surveyed, about 52.5% said the company secretary is responsible for identifying their shareholders and analysing the shareholding structure. About 21% said the identification process is performed by the in-house IR team.
- On a positive note, most companies agree with the notion that more resources should be dedicated to maintaining effective shareholder communications in order to increase their level of participation. Also, they increasingly recognise the role of IR as a functional team.
Best practice advice
Based on the above findings, April Chan gave recommendations on how the company secretary or the IR team can improve shareholder communications and engagement.
According to the survey, shareholder communications are regarded more as part of the compliance process to meet regulatory requirements, she pointed out. Therefore, to a lot of companies, shareholder communications are rules-driven, rather than being driven by intrinsic motivation. That explains why a large proportion of companies lack initiatives to proactively foster communications and build shareholder equity.
According to Section E.1 of Corporate Governance Code, the board should be responsible for maintaining an ongoing dialogue with shareholders and in particular, use annual general meetings (AGMs) or other general meetings to communicate with them and encourage their participation.
‘If a company doesn’t know exactly who its shareholders are and does nothing to find them out and seek to talk to and listen to them, the compliance rule becomes meaningless,’ she said.
To this end, companies should develop a communications strategy that is targeted to all relevant stakeholders able to influence perceptions of the company. In addition to regulatory bodies and exchanges, this would include current and prospective investors, sell-side and independent analysts, journalists and employees.
The purpose is to manage the interests of these parties by establishing a framework of communications activities to ensure they are fully informed about the performance of the company, as well as identifying potential issues that may influence the company’s reputation.
Together these will improve understanding of the company’s investment proposition, which in turn will help increase the valuation of the company’s equity by attracting capital, reduce share price volatility and reduce funding costs, she said.
Ms Chan set out the practical measures suggested by the HKICS survey report, as listed below.
- Formulate a comprehensive shareholder communications strategy and integrate it into the company’s business strategy. About 62% of the surveyed companies said they monitor investor shareholding structure on a regular basis. About one third said they monitor it once in a while, while about 30% said they would do so only when a large number of shares change hand.
- Companies are advised to identify, monitor and review their shareholder base and shareholdings, so that resources can be deployed more effectively to target the right audience. Also, the company secretary, IR team, senior management and directors overseeing investor relations, should be well aware of any substantial acquisition or disposal of the company’s shares.
- The company’s shareholder communications policy should cover existing shareholders and potential investors; institutional investors, brokers, financial institutions, analysts, journalists, etc; other stakeholders who might influence the company’s stock prices; exchanges and regulators; as well as employees, suppliers and customers.
- AGMs are no longer the only, or even the most effective channel for shareholders to get involved in the decision-making process. They can make their voices heard by talking directly to the company, submit resolutions for a vote at regular shareholder and annual meetings, through the media, and, less preferably, through regulators.
- Determine who is going to handle IR on a daily basis. Should the CFO, company secretary or IR team head be held responsible? How does the reporting line work? Should the CEO, CFO, Chairman, board or a board-level committee oversee?
- Set benchmarks to gauge the effectiveness and benefits of investor engagement programmes and activities. For example, how many meetings, formal and informal, are arranged with investors in a financial year? This helps companies create a realistic budget and fund the most effective channels or activities.
The HKICS report (Shareholder Communications for Listed Issuers – Five Imperatives to Break the Monologue) is available on the Institute’s website: www.hkics.org.hk.
與股東保持緊密溝通 – 中港上市企業就維持良好投資者關係的經驗分享
“在2008年至2010年期間，國內汽車銷售明顯放緩，產能過剩明顯。 有部分經銷商更退出我們的銷售網，對公司的聲譽造成了一些損害。 當時另一個問題是，我們的負債比率較高，這些風險我們都須在招股書中披露。”
- 最後，公司可考慮就投資者關係績效設定考核基準，以衡量投資者參與度、活動有效性和益處。 例如，在一個財政年度裡，為投資者安排了多少正式和非正式會議？ 這有助於公司作實際預算，調配資源到最有成效的渠道或活動。