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The Jacoby Consulting Group Blog

Welcome to the Jacoby Consulting Group blog.
You will immediately notice that this blog covers a wide range of themes - in fact, whatever takes my fancy or whatever I feel strongly about that is current or topical. Although themes may relate to business, corporate or organisational issues (i.e. the core talents of JCG), they also cover issues on which JCG also feels warranted to comment, such as social issues, my books, other peoples' books and so on. You need to know that comments are moderated - not to stifle disagreement - but rather to eliminate obnoxious or incendiary comments. If a reader wishes to pursue any specific theme in more detail, specifically in relation to corporate, business or organisational issues, or in relation to my books, then the reader is invited to send an off-line email with a request. A prompt response is promised. I hope you enjoy this blog - sometimes informed, sometimes amused and sometimes empassioned. Welcome and enjoy.
JJJ

09 February 2012


Handling differing shareholder objectives

Although shareholders should provide both positive and negative feedback, the reality is that the majority of shareholders are unlikely to make the effort. That does not mean they don't care about outcomes - they do - that's why they put down real money into the company.

The problem, in my humble opinion, is not with shareholder inaction, but with boards and directors. The for-profit corporation exists for the benefit of shareholders while satisfying legal and stakeholder requirements. If that is the case, then why is it that not one single publicly listed board has asked all of its shareholders what they want as a result of their investment?

You are right that shareholders have differing expectations. However, if you establish a company's shareholder metrics, (i.e. bell-shaped curve - value, benefit, growth and risk expectations) then the range of shareholder expectations prior to establishing those metrics will be wider than post-metrics. If you monitor the changing shareholder objectives over time, it will enable a much better match between corporate aspirations and owner aspirations. This is because people will invest in those companies that "share" their objectives, i.e. the company will pursue those outcomes that the majority of its shareholders want, therefore you will invest in those companies that want what you want. Over time, the outliers diminish.

The challenge for both the board and management is to resolve the dilemma of different objectives and perceptions in a way that satisfies the owners. Currently, both board and management establish a policy and a direction for their company without a real knowledge of their shareholders’ objectives.
The Shareholder Metrics process provides them with better information but does not absolve them of their responsibility or accountability.

Where they perform the task well, and satisfy many/most shareholders, then those shareholders will value that stock more highly and are less likely to quit the registry. Conversely, where board and management fail to satisfy shareholders then they will quit the registry, change the board, or change management. Isn't that the ultimate assessment of whether shareholder approve or disapprove of management performance?

These three options are currently available to shareholders (albeit some more easily achieved than others).

Over time however, it is anticipated that it will become easier for the board and management of a shareholder-centric company to solve the above dilemma, as the Investor Profile will ensure that extreme mismatches between differing owner objectives will occur less frequently.

Finally, and for whatever it's worth, I don't believe that shareholders trust directors and managers, even if they concede that both are well meaning and try to do their best. The trust is lost because of director and management subjectivity, bias, assumptions and arrogance.

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07 February 2012


Corporate governance tools

If you provide additional tools to "aid corporate governance" then you will probably use the tools to make boards and management more accountable. Directors are the ones who would approve the use of such tools thus are unlikely to approve them since it would make their life more difficult and more transparent.

I have first-hand experience with this - it's a catch-22 situation - very sobering and very depressing.

When one talks with chairmen, directors and CEOs about "in the shareholders' interest" I am amazed that they subjectively decide "what the shareholder will get" and not what the shareholder wants - they don't ask their shareholders. Their actions do not match their rhetoric - and generally, perhaps with well-meaning intent, as a group, they are profoundly arrogant in their myopic view of the "value to shareholders" algorithm.

Furthermore the various director associations have more great inclination to support such worthwhile enhancements for the same reason.

Such tools are needed but unless governments impose such accounatbility, it's unlikely to happen - despite its need.

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