strategic investor relations and public disclosure

69
STRATEGIC INVESTOR RELATIONS AND PUBLIC DISCLOSURE Addressing the Shareholders’ Crisis of Confidence through Strategic Communications Case Study, Concepts, and Debatable Ideas Kenny Ong CNI Holdings Berhad www.myCNI.com.my www.OOBEY.com

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LexisNexis Capital Raising for Corporations Conference August 2009 Establishing Sustainable Growth through Successful Funding Strategies and Addressing the Shareholders’ Crisis of Confidence through Strategic Communications • Assess the importance of communications for Investor Relations and Public Disclosures • Differentiating communication initiatives in maximizing their value • Defining the communications, investor relations, and statements and why they play an integral role in a corporations financial activity • What is the information that companies are required to make public? • Frequency of disclosure and maintaining confi dentiality

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Page 1: Strategic Investor Relations and Public Disclosure

STRATEGIC INVESTOR RELATIONS AND PUBLIC DISCLOSUREAddressing the Shareholders’ Crisis of Confidence through Strategic CommunicationsCase Study, Concepts, and Debatable Ideas

Kenny OngCNI Holdings Berhad

www.myCNI.com.my www.OOBEY.com

Page 2: Strategic Investor Relations and Public Disclosure

Intro: CNI

1. 20 years old2. Core Business: MLM3. Others: Contract Manufacturing, F&B Retail,

Export/Trading, eCommerce, Shared Services4. Malaysia, Singapore, Brunei, Indonesia, India,

China, Hong Kong, Philippines, Italy, Taiwan, Oman, United States, Vietnam

5. Staff force: ± 5006. Distributors: 200,0007. Products: Consumer Goods and Services

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Page 3: Strategic Investor Relations and Public Disclosure

Contents

1. IR and its problems

2. Importance of IR to Value Creation

3. Corporate Reputation

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Page 4: Strategic Investor Relations and Public Disclosure

IR and its problems

Overview of Corporate Communications and Investor

Relations problems

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Page 5: Strategic Investor Relations and Public Disclosure

Value destruction in 48 hours…

13th April 2009

•Two Domino’s employees

•YouTube

•Apology from Domino’s after 48 hours

•1 million hits

•Twitter: questions on silence

•LinkedIn: suggestions by users in forum

BusinessWeek, May 4, 2009www.myCNI.com.my www.OOBEY.com

Page 6: Strategic Investor Relations and Public Disclosure

How to please Investors (the Dilbert version)

© 1998 United Feature Syndicate, Inc.

Page 7: Strategic Investor Relations and Public Disclosure

How to please Investors (the Dilbert version)

1. Buy back shares

2. Announce massive cutbacks

3. Spin off New Divisions

Ironically and Unfortunately, the above prescription is true in real life…

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Page 8: Strategic Investor Relations and Public Disclosure

Why is UMW favored by Analysts?

1. high dividend yield,

2. low price earnings multiple,

3. buoyant growth outlook;

Page 9: Strategic Investor Relations and Public Disclosure

Importance of Investor Relations

Why focus on Investor Relations in the first place?

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Page 10: Strategic Investor Relations and Public Disclosure

Is Investor Relations important?

1. Funds

2. Brand

3. Intelligence

4. Customer-shareholders

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Page 11: Strategic Investor Relations and Public Disclosure

IR’s Key Roles

1. Funds

2. Brand

3. Intelligence

4. Customer-shareholders

Communication to bring in the Funds

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Page 12: Strategic Investor Relations and Public Disclosure

IR’s Key Roles

1. Funds

2. Brand

3. Intelligence

4. Customer-shareholders

Communication to bring in the Sales

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Page 13: Strategic Investor Relations and Public Disclosure

Funds: Types of Investors (1/2)

Institutional

Fund Managers

Corporations

Sovereign Funds

VCs

NGOs

Non-Profit Org

Financial (Loans)

JV Partners

M&A

Social VCs

Holding Co.

HQ (MNC)

Gov. VCs

Supply Chain

Gov. Partnership

PFI

Competitors

Franchisees

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Page 14: Strategic Investor Relations and Public Disclosure

Funds: Types of Investors (2/2)

Retail

Investor-Shareholders

Employee-Shareholders

Management-Shareholders

Customer-Shareholders

Distributor-Shareholders*

Distributor-Entrepreneurs*

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Page 15: Strategic Investor Relations and Public Disclosure

Why do they Invest?

1. Return/Profit

2. Risk Management/ Hedging

3. Tax-benefits

4. CSR/Image

5. Diversify revenue

6. Counter-cyclical balance

7. Support ‘Mission’

8. Exclusive rights

8. Contractual obligation

9. National Agenda

10.Control Supply Chain

11.R&D portfolio

12.Control Management

13.Alternative Cash Flow

14.M&A

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Page 16: Strategic Investor Relations and Public Disclosure

Funds: What do Investors look for?

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Market Value

0

10

•M&A

•P/E

•Investor

•Etc.

Strategic Control

0

10

•I.P.

•Monopoly

•Gov-linked

Business Model

0

10

•USP

•Profit Mod.

•Mkt Disc.

•Growth

Page 17: Strategic Investor Relations and Public Disclosure

Funds: Business Model

USP

Market Discipline

Profit Model

•Google

•Tata Nano

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Page 18: Strategic Investor Relations and Public Disclosure

Business Model: USP

Unique Selling Proposition (USP)

=

Targeted Customer

=

Core Buying Purpose/ Customer Value Proposition/ Job To Be Done (JBTD)

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Page 19: Strategic Investor Relations and Public Disclosure

Business Model: Profit Model

Income

Cost

MarginCash Flow

Assets

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Page 20: Strategic Investor Relations and Public Disclosure

Business Model: Profit Model

1. Gillette shaver

2. Amazon, Facebook

3. Tata Nano

4. Newspapers, DVD

5. Google

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Income

Cost

MarginCash Flow

Assets

Income

Cost

MarginCash Flow

Assets

Page 21: Strategic Investor Relations and Public Disclosure

Funds: Business Model

"They are the most innovative"

"Constantly renewing and creative"

"Always on the leading edge"

"A great deal!"

Excellent/attractive price

Minimal acquisition cost and hassle

Lowest overall cost of ownership

"A no-hassles firm"

Convenience and speed

Reliable product and service

"Exactly what I need"

Customized products

Personalized communications

"They're very responsive"

Preferential service and flexibility

Recommends what I need

"I'm very loyal to them"

Helps us to be a success

Product Leadership

OperationalExcellence

CustomerIntimacy

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•Air Asia

Page 22: Strategic Investor Relations and Public Disclosure

Operational Excellence(low cost producer)

Ref: The Discipline of Market Leaders, Michael Treacy & Fred Wiersema; 1995

Product Leadership(best product)

Customer Intimacy(best total solution)

Funds: Business Model: Market Disciplines

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Page 23: Strategic Investor Relations and Public Disclosure

Operational Excellence(low cost producer)

Ref: The Discipline of Market Leaders, Michael Treacy & Fred Wiersema; 1995

Product Leadership(best product)

Customer Intimacy(best total solution)

Funds: Business Model: Market Disciplines

Page 24: Strategic Investor Relations and Public Disclosure

Operational Excellence(low cost producer)

Ref: The Discipline of Market Leaders, Michael Treacy & Fred Wiersema; 1995

Product Leadership(best product)

Customer Intimacy(best total solution)

Funds: Business Model: Market Disciplines

Page 25: Strategic Investor Relations and Public Disclosure

Operational Excellence

• Competitive price

• Error free, reliable

• Fast (on demand)

• Simple

• Responsive

• Consistent information for all

• Transactional

• 'Once and Done'

Operational Excellence

• Competitive price

• Error free, reliable

• Fast (on demand)

• Simple

• Responsive

• Consistent information for all

• Transactional

• 'Once and Done'

Customer Intimacy

• Management by Fact

• Easy to do business with

• Have it your way (customization)

• Market segments of one

• Proactive, flexible

• Relationship and consultative selling

• Cross selling

Customer Intimacy

• Management by Fact

• Easy to do business with

• Have it your way (customization)

• Market segments of one

• Proactive, flexible

• Relationship and consultative selling

• Cross selling

Product Leadership

• New, state of the art products or services

• Risk takers

• Meet volatile customer needs

• Fast concept-to- counter

• Never satisfied - obsolete own and competitors' products

• Learning organization

Product Leadership

• New, state of the art products or services

• Risk takers

• Meet volatile customer needs

• Fast concept-to- counter

• Never satisfied - obsolete own and competitors' products

• Learning organization

Funds: Business Model: Disciplines, Priorities, and KPIs

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Page 26: Strategic Investor Relations and Public Disclosure

The McPlaybook*

Make it easy to eat• 50% drive-thru• Meals held in one

hand

Make it easy to prepare• High Turnover• Tasks simple to learn

& repeat

Make it quick• “Fast Food”• Tests new products

for Cooking Times

Make what customers want• Prowls market for new

products• Monitored field tests

*Adapted from: Businessweek , Februrary 5th 2007

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Page 27: Strategic Investor Relations and Public Disclosure

Operational Excellence(low cost producer)

Ref: The Discipline of Market Leaders, Michael Treacy & Fred Wiersema; 1995

Product Leadership(best product)

Customer Intimacy(best total solution)

Funds: Business Model

Page 28: Strategic Investor Relations and Public Disclosure

Operational Excellence(low cost producer)

Ref: The Discipline of Market Leaders, Michael Treacy & Fred Wiersema; 1995

Product Leadership(best product)

Customer Intimacy(best total solution)

Funds: Business Model

HP well-balanced portfolio, mass customization

Acer super lean cost structure, aggressive pricing

Apple powerful products, premium

pricing, limited range

Still Doing well in 2009

Page 29: Strategic Investor Relations and Public Disclosure

Funds: Business Model: Business Model

USP

Market Discipline

Profit Model

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Page 30: Strategic Investor Relations and Public Disclosure

Business Situation vs. Focus

Upturn Flat Downturn

Fight Complacency

Sharpen Edge

Keep Momentum

Conquer

‘Change’ mgmt

Reduce Fat

Continuity

Everyone Happy

Innovation

Acquire

Profits

Build momentum

Sales

Cash Flow

Talent Mgmt

Innovation/R&D

Early wins

Slow Down HR Costs

Top Talent focus

Sales, Sales, Sales

Increase attrition

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Page 31: Strategic Investor Relations and Public Disclosure

Side Notes on Cost Reduction Strategy

Cost Reduction

Business Model

•USP

•Profit Model

•Market Discipline

Operational

•Finance and HR

•Supply Chain

•R&D

•Sales & Marketing

5% - 30%

30% - 80%

Page 32: Strategic Investor Relations and Public Disclosure

Business Situation vs. Sales

Upturn Flat Downturn

Fight Complacency

Sharpen Edge

Keep Momentum

Conquer

‘Change’ mgmt

Reduce Fat

Continuity

Everyone Happy

Innovation

Acquire

Profits

Build momentum

Sales

Cash Flow

Talent Mgmt

Innovation/R&D

Early wins

Slow Down HR Costs

Top Talent focus

Sales, Sales, Sales

Increase attrition

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1. Optimize customers’ current assets

2. Offset customers’ costs 3. Focus market share 4. CEO and Sr. Mgmt in the field 5. Sell up the buyer chain 6. Motivate troops 7. Add extra services 8. Control troop emotions9. Specialized vs. general teams,

i.e. sell support services, sell equipment, existing customers etc. (e.g. Xerox)

Page 33: Strategic Investor Relations and Public Disclosure

Business Situations vs. Focus

Upturn Flat Downturn

Fight Complacency

Sharpen Edge

Keep Momentum

Conquer

‘Change’ mgmt

Reduce Fat

Continuity

Everyone Happy

Innovation

Acquire

Profits

Build momentum

Sales

Cash Flow

Talent Mgmt

Stack R&D

Early wins

Slow Down HR Costs

Top Talent focus

Stack Sales

Increase attrition

Many times, you need a different CEO/Leader/Management Team

for each business situation

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Page 34: Strategic Investor Relations and Public Disclosure

Branding

Positioning

Execution

Communication

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Investor Relation’s

role

Page 35: Strategic Investor Relations and Public Disclosure

How do Investors get their ‘INFO’? (1/2)

Institutional

Gov./PoliticsCustomer

s

Suppliers

EconomicsAGM

Market Research

Internet*

Annual Report

Media

Analysts

Fund Managers

Due Diligence

NGOs

NewsletterSpokespersons

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Page 36: Strategic Investor Relations and Public Disclosure

How do Investors get their ‘INFO’? (1/2)

Institutional

Gov./PoliticsCustomer

s

Suppliers

EconomicsAGM

Market Research

Internet

Annual Report

Media

Analysts

Fund Managers

Due Diligence

NGOs

NewsletterSpokespersons

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Page 37: Strategic Investor Relations and Public Disclosure

How do Investors get their ‘INFO’? (2/2)

Retail

Gov./ Politics

Customers Public

Events

EconomicsAGMAds

Internet*

Annual Report

Media

Analysts

Fund Managers

Relatives

Friends

Pasar Malam

Employees

Employee Bloggers

Mgmt Action

s

Newsletter

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Page 38: Strategic Investor Relations and Public Disclosure

How do Investors get their ‘INFO’? (2/2)

Retail

Gov./ Politics

Customers Public

Events

EconomicsAGMAds

Internet

Annual Report

Media

Analysts

Fund Managers

Relatives

Friends

Pasar Malam

Employees

Employee Bloggers

Mgmt Actions

Newsletter

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Page 39: Strategic Investor Relations and Public Disclosure

How not to talk to Retail Investors

“The holder [of a CAB certificate] may continue to serve regularly any point named herein through the airport last regularly used by the holder to serve such point prior to the effective date of the certificate. Upon compliance with such procedures relating thereto as may be prescribed by the Board, the holder may, in addition to the services hereinabove expressly prescribed, regularly serve a point named herein through any airport convenient thereto.”

Civil Aeronautics Board, 1977

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Page 40: Strategic Investor Relations and Public Disclosure

How not to talk to Retail Investors

“It has been determined not to be in the public interest that United Airlines continue to provide air transportation services between San Diego and San Antonio”

“I forbid United Airlines to fly between San Diego and San Antonio”

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Page 41: Strategic Investor Relations and Public Disclosure

What topics interest Investors?

Acquisition target

Layoffs

CostCutting

New Mgmt

Treatment of ProfitsConsistency

Ecology

Economics

Politics

Strategy Alignment

CSR-related

Crisis

Topics?

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Page 42: Strategic Investor Relations and Public Disclosure

What topics interest Investors?

Acquisition target

Layoffs

CostCutting

New Mgmt

Treatment of ProfitsConsistency

Ecology

Economics

Politics

Strategy Alignment

CSR-related

Crisis

Topics?

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Page 43: Strategic Investor Relations and Public Disclosure

What Events impact Investors?

Politics

Financial Announcements

Shareholdingchanges

Structure

AccidentsEconomic

Crisis

CompetitorMoves

M&A

New Plans

Share-drop

Events?

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Page 44: Strategic Investor Relations and Public Disclosure

What Events impact Investors?

Politics

Financial Announcements

Shareholdingchanges

Structure

AccidentsEconomic

Crisis

CompetitorMoves

M&A

New Plans

Share-drop

Events?

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Page 45: Strategic Investor Relations and Public Disclosure

Importance: Intelligence

Two types:

I.R. InvestorsCRM Intelligence

Deal with…

I.R. Management

Investor Intelligence

Deal with…

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Page 46: Strategic Investor Relations and Public Disclosure

Investor Intelligence: What?

Examples…

1. Record feedback and questions

2. Competitors’ IR communications

3. Top 10 Analysts’ views on Company

4. Top 10 Analysts’ views on Industry

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Attachment 1 -How Sony Can Keep the Momentum

Page 47: Strategic Investor Relations and Public Disclosure

Investor Intelligence: Why?

1. Broad view of market

2. Less optimistic/review own assumptions

3. Upgrade IR function to be strategic

4. Feed Management discussions

5. Better and more relevant IR communications

6. Support (buy-in)

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Page 48: Strategic Investor Relations and Public Disclosure

Revenue Growth

Base Retention

Share Gain Positioning Adjacent Market

New Business

Operational Excellence

Product Leadership

Customer Intimacy

Competencies Information Systems

Motivation, empowerment,

alignment

Financial

Learning & Growth

Internal Process

Customers

Investment Strategy

Productivity Market Value

Investor Intelligence: Why?

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Page 49: Strategic Investor Relations and Public Disclosure

Dangers of Intelligence…

Also known as ‘Beware of Benchmarking’:

1. Big vs. Small company

2. Selective success stories

3. Correlation vs. Causal

4. Survey problems

5. Actionable vs. For-fun

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Page 50: Strategic Investor Relations and Public Disclosure

IR and Customer-Shareholders

Retail

Investor-Shareholders

Employee-Shareholders

Management-Shareholders

Customer-Shareholders

Distributor-Shareholders

Distributor-Entrepreneurs

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Affect Sales

Page 51: Strategic Investor Relations and Public Disclosure

Is Investor Relations important?

1. Funds

2. Brand

3. Intelligence

4. Customer-shareholders

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Page 52: Strategic Investor Relations and Public Disclosure

Corporate Reputation

Good News, Bad News. Who cares?

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Page 53: Strategic Investor Relations and Public Disclosure

Challenges of Public and Investor Relations

1. Stake- vs. Share-holder*2. Public Opinions3. Indirect Stakeholders –

NGOs, Community Activists, Online Networks

4. Increasing focus on ecological, social, ethical issues

5. Diverged expectations for same issue

6. Web 2.0

7. What to do with Excessive Cash?

8. Superficial changes vs. Fundamental Changes

9. Investors depend on ‘hearsay’ vs. ‘facts’

10.Share Price ≠ Market11.R&D/M.S./HR vs.

Investor Expectations12.Opposing ‘Expert’ views13.Operational Risk ->

Reputational Risks

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Page 54: Strategic Investor Relations and Public Disclosure

IR problems

“Good news for stockholders can be bad news for other

stakeholders.” Gregory Miller, Assoc. Prof., Harvard Business School.

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Page 55: Strategic Investor Relations and Public Disclosure

Audiences – Good News? Bad News?

• money saved by tough bargaining with a union

• announcing a dividend: to employees

• announcing a dividend: to environmentalists

• setting up Diversified business

Refer Attachment 2 - Building Trust with One Group Can Destroy Trust with Another

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Page 56: Strategic Investor Relations and Public Disclosure

News vs. Controllability

Can Control Cannot Control

Internal Attribution

External Attribution

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Born StupidDidn’t study hard enough

Lousy Teachers

Sudden high extreme marking stds

E.g. Failed SPM

Page 57: Strategic Investor Relations and Public Disclosure

Good News vs. Controllability

Can Control Cannot Control

Internal Attribution

External Attribution

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?

Page 58: Strategic Investor Relations and Public Disclosure

Good News vs. Controllability

Can Control Cannot Control

Internal Attribution

External Attribution

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?

Foreign investor

Segment growth

R&D breakthrough

Page 59: Strategic Investor Relations and Public Disclosure

Bad News vs. Controllability

Can Control Cannot Control

Internal Attribution

External Attribution

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Page 60: Strategic Investor Relations and Public Disclosure

Bad News vs. Controllability

Can Control Cannot Control

Internal Attribution

External Attribution

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Oil spill

Product recall

Marketing strategy

Bad debts (NPL)

Pandemic

Economy crisis

Page 61: Strategic Investor Relations and Public Disclosure

The 6 Sins of Greenwashing

1. Sin of the Hidden Trade-Off

2. Sin of No Proof

3. Sin of Vagueness

4. Sin of Irrelevance

5. Sin of Fibbing

6. Sin of Lesser of Two Evils

Study by: TerraChoice, December 2007

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Page 62: Strategic Investor Relations and Public Disclosure

Summary

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Page 63: Strategic Investor Relations and Public Disclosure

Summary

1. IR and it’s problems

2. Importance of IR to Value Creation

3. Corporate Reputation

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Page 64: Strategic Investor Relations and Public Disclosure

Post-Downturn Possibilities vs. Investor Choices

•Strong supply of goods and weak demand

•Huge amount of money being pumped

•Combination of slow growth and surging inflation

•CPI•Real estate values •Savings rate

•CPI •Commodity prices •Government debt as a % of GDP

•Misery Index, = Unemployment + Inflation Rates

•Short-term•Technology

•Pegged to inflation •Commodities, utilities, specialty materials

•Conservative•High-quality growth

Deflation Inflation Stagflation

www.myCNI.com.my www.OOBEY.com Businessweek, 22nd June 2009, “Pick Your Poison”

Source

Indicator

Investment

Page 65: Strategic Investor Relations and Public Disclosure

Investor and Analyst Picks

Low-cost solutions for small businesses Healthcare (especially Vaccines) Solutions that increase Customer Loyalty Government Stimulus-linked Green tech

Large fixed headcount Commodities Confused Business Models High Leverage

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Page 66: Strategic Investor Relations and Public Disclosure

10 Questions for CFOs – post recovery

1. Recovery shape?

2. Restructured enough?

3. Supply Chain flexible?

4. Acquisition targets?

5. Restart alliances?

6. Divest underperforming businesses?

7. Financial resources for upturn?

8. Buying talent, marketing, R&D?

9. New risks?

10.How to sell recovery plan to investors?

McKinsey & Company, May 2009, “What’s Next - 10 Questions for CFOs”

Page 67: Strategic Investor Relations and Public Disclosure

“…in the past 18 months, we have heard that profit is more important than revenue,

quality is more important that profit, people are more important than profit,

customers are more important than our people, big customers are more important than small customers, and that growth is the key to our success. No wonder our

performance is inconsistent"CEO, Anonymous

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Page 68: Strategic Investor Relations and Public Disclosure

Don’t forget…

“The business of business is Business, not Investor

Relations”

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Page 69: Strategic Investor Relations and Public Disclosure

Thank You.

soft copy of slides: http://totallyunrelatedrandomanddebatable.

blogspot.com/