Hank Boerner
Hank Boerner


Library - NIRI's Investor Relations Update Articles

NIRI's Investor Relations Update

About the Publication:
Quarterly publications of the National Investor Relations Institute. Dedicated to creating a forum to document developments of both theoretical and practical nature that affect the way corporate executives communicate with the investment community. Editorial provides case studies and conversations with IR practitioners to discuss the challenges of setting up IR programs. For more information and subscription click here.

Articles By Hank Boerner:
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Stay Tuned: IR Professionals and the Market Reform Forces
(June 2009)

Features:This year niri celebrates 40 years — an organization life spanning four decades, with many individual members experiencing numerous bull and bear market phases during their career. long-term members may feel they have “seen it all,” and still can be surprised by starting developments — such as the Madoff scheme or the absolute seizing up of the credit markets in 2008.

Stay Tuned: More Initials for the IRO — These Could Spell Long-Term Success... Or Market Failure for Corporate Issuers
(April 2009)

Features:The investor relations professional lives in a world filled with capitalized initials and catchy acronyms — she is an IRO, of course, usually reporting to the CFO (who reports to the CEO). All around is talk of TARP, if the company is in financial services, and CO2 if he heads IR at a utility company. There is constant buzz about the impact of FASB rules (such as FAS 157 and fair market value), and more about GAAP and recently the impact of IFRS (coming from IASB but encouraged by FASB). Now, we’re learning — quickly — about the latest development, XBRL and what this means to the business and financial reporting.

Stay Tuned:Sovereign Wealth Funds
(March 2009)

Features:Looking for investors? Such as institutions, capital pools and asset managers willing to invest in U.S. equities, fixed-income, real estate, hedge funds, private equity, seed monies for emerging technologies, options and other financial instruments, even willing to buy up entire companies? Well, who isn’t these days?! As corporate management and boards respond in differing ways to the ongoing credit crunch and myriad challenges posed to accessing domestic and global capital markets, a distinct class of investors has come into sharper view. You’ve been hearing a bit more about these institutions: they are the world’s Sovereign Wealth Funds (“SWFs”) and certain related entities.

Media, Mediums, Channels, Conduits, Pipelines — Over Which & Through Which News Flows
(February 2008)

Features:Information about your company is moving right now at the speed of light — that is, news and things informational related to your company race through fiber optic cables at 186,000 miles per second to and through countless media and communication channels. Things such as earnings announcements, regulatory filings, transcripts of earnings calls flow effortlessly — as well as breaking news from journalists’ computers; and, a range of rumors, facts, half-facts, vicious attacks, or effusive praise about your company. All this is being moved through thousands of communication channels, often simultaneously.

Proxy Season 2009
(January 2009)

Features:The swirl of activity surrounding the annual proxy voting season has long been the province of the legal team and corporate secretary, with the IRO usually not directly involved in those aspects of the corporate governance process. That situation is fast changing, as the nature of the corporate proxy process itself is dramatically changing. The state of the markets as the year 2009 begins is a factor; investors are angry, disappointed, discouraged, and seeking greater accountability from boards and top management. More than ever, this means that in some way the IRO will be swept into the proxy season swirl — and at times, could play a central role in this aspect of investor-corporate communications

Stay Tuned... Assured for the Capital Markets in 2009
(December 2008)

Features:Every year at this time we have set out for you our list of issues and events to Stay Tuned to in the new year. In most years we've looked at events in motion and projected the potential trajectory of the issues involved... such as the coming proxy season issues, or investor expectations regarding exec compensation (such as investor "say on pay" sentiments). This year, given the extra-ordinary and most unpredictable - unfathomable? to say that anything is possible (again) in 2009.

New Approaches to Setting Up Meetings....
(March 2008)

Features:About those non-deal road shows - do you view these as a welcome break from routine and an opportunity to meet new people? Or, do you see these rounds of meet-ings as task-filled, very long days on the road where the IRO and corporate management team members must perform perfectly, to "do their best" in front of an endless parade of investors? Whatever your view, for most IROs investor road shows continue to be an important part of your job portfolio and are still necessary events expected by investment managers - even as the structure of the capital markets and nature and makeup of the investor community changes.

Off the BeatenPath: Reaching Investors Through Regional Road Shows
(February 2008)

Features:Among the many changes taking place in the capital markets, and presenting greater challenges for the IR officer, are those involving face-to-face meetings with current or potential institutional investors. Do we still maintain a tight focus on the sell-side? How do we better penetrate the buy-side investment community? Do investor labels have meaning any more - value, momentum, GARP, large-cap investors - how do we know they really are what the label says?

Stay Tuned! 2008 -- Will be a Year of Tremors and Quakes and Seismic Shifts for IR Professsionals?
(December 2007)

Features:Folks who live in California know all about earthquakes - the sudden shaking, rockin' and rollin', the frightening shifts of the earth's crust as tremendous pressure is released by the grinding of massive tectonic plates far beneath the surface of the ground. Unseen, all this can occur without a warning; at other times, warning signs will be there... ignore them at your peril!

The Editor's Notebook
(November 2007)

Features:Interactive Data Filing - Not to Be Ignored Now; SOX Spending - Mid-cap Compliance Lessons Worth Watching by Small-caps / Micro-caps. Comments Closed - Watch for SEC Action; Life After Analysts Stop Watching?; And if You Value Stakeholders, Too...; And Divest Buffet Does; Institutions: Divest Before We Bomb?; 2008 Proxy Issues Coming Into View.

The Editor's Notebook
(October 2007)

Features:New Disclosure Demands by Major Investors; COSO Discussion Document: Monitoring Internal Controls; So - Are We Weak or Strong Now?; Fed Watching: Just May Pay Off for IR Officers; Gatekeepers Can Better Protect Investors - Brookings Study Targeting Corporate Governance Enhancements; Risks - Directors - Long-Term Planning Needs.

The Editor's Notebook
(September 2007)

Features:The Times-They-May-Be-A-Changing-For-Your-Credit-Risk-Agency; You Should Get One of These...; The Toy Patrol: Here Comes Sheriff Spitzer...again!; New Circuit for Corporate Social Responsibility News; News About the 900-Pound Institutional Investor; PR Newswire Aquires Vintage Filings; American Roman Catholics Now Have Index For Investing; Mark to Market - FAS 159 May Give Banks Free Pass;

The Editor's Notebook
(August 2007)

Features:Happy Investors staying put? May Depend on Your Ethics; Of Course We Want the SEC to Be More User-Friendly; Shift to Watch: Mutual Fund Positions on Voting Proxies; Hedge Fund Pressure on Management: Lower Credit Quality, Higher Cost of Money; Fighting Terrorism at Home by Divesting Company Shares.

How Long is Long Enough for SOX Reforms?
(July 2007)

Lead Paragraph:You'll be hearing the questions debated in coming months: How much is too much . . . how long is long enough? These are not trick questions if the subject is U.S. government regulation of securities and capital markets and the state of regulatory oversight in Corporate America. As you read this we'll be passing the five-year mark since passage in July 2002 of the comprehensive Sarbanes-Oxley package of legislation (SOX has 11 seperate titles and several seprate laws).

Proxy Season Matters... Really Matters to the IRO!
(March 2007)

Lead Paragraph:Spring is here and the annual proxy season is in full gear - and why does this matter to the investor relations officer? The dramatic changes taking place in recent proxy seasons - and the sea changes to come in 2007 and 2008 - could change the basic nature of investor relations and directly impact the role of the IRO. This may be a bold predication, but just look at the power players now engaged in your company's proxy campaigns - not just in proxy season, but increasingly, year-round - and how their concerns are reshaping shareowner-corporate relations and communications.

What You Need to Know About XBRL
(February 2007)

Lead Paragraph:It's coming your way - more U.S. and foreign companies are adopting interactive data reporting and more analysts and investors are looking to interactive data to analyze your business and financial information and enhance their analysis of your company's condition and market value.

Perfect Storm Conditions in Store for You in 2007?
(February 2007)

Lead Paragraph:In his best-selling book, "Perfect Storm," author Sebastion Junger spins a harrowing tale of a 1991 North Atlantic storm that created a rare combination of factors meterologists dubbed "the perfect storm" - one that created real crises events for those who could not prepare ahead of time or were out at sea and caught up in its fury. The storm conditions were created when three powerful weather systems converged; author Junger explains that he had misgiving about calling the situation "perfect," but in meteorological terms, the storm could not have been possibly worse.

What's in Store for Companies in 2007
(December 2006)

Lead Paragraph:The new era of the early years of the 21st Century is "post-post-war," a brave new frontier for leaders in business and the capital markets with events never before experienced as the world's economies globalize. What's ahead for the investor relations professional? Stay Tuned in 2007... more globalization! The world's bankers, capital markets players, investors, financial analysts, public sector and self regulatory organization, corporate leaders, board members, and policymakers have experienced much change over the past two decades. And there is more to come in this world that is, well, global in nature, with processes that are more global than national or domestic.

Stay Tuned... to Time Travelers Backdating Stock Options
(September 2006)

Lead Paragraph:TIME TRAVEL: We're all fascinated with the fantasy of being able to travel through time. Imagine whisking back in time to correct mistakes or fast-forwarding to 2026 to watch events in your life. In the 1985 movie "Back to the Future" slacker teen Marty McFly (Michael J. Fox) is transported back to 1955 in a dilapidated Delorean time machine by mad scientist Doc Brown. Of course, this is all fiction. Or is it?

Mind Your P's & E's
(July 2006)

Lead Paragraph:Quick - What's your company's P/E? Most corporate financial executives will answer in a flash - "We have a price-to-earnings ration (P/E) of 14-to-1." Ok - Next question: What factor is your firm's other "P" and "E" in determining share price valuation, in shareholder attraction and retention, in telling your story to t he Streetm to investors, to journalists? It's your company's (or sector's) productivity and efficiency factors.

Mind Your Legal P's and Q's Consequences Can be Serious!
(May 2006)

Lead Paragraph:Ever notice how many times we utter the phrase, "Let's run it past the lawyers"? The specter of individual investor or class action lawsuits or SEC, federal or state criminal investigation does hang over many public companies, especially those with well-known brand names. The public announcement or even rumor of such activities can send investors in a frenzy and the company's stock price toward the basement. "Headline risk" related to legal affairs is clearly a factor today in investor confidence (or lack of same).

Connecting the Dots
(March 2006)

Lead Paragraph:Remember that wonderful game we played as children called "Connecting the Dots"? Holding a shaky pencil, we went from dot to dot, and suddenly there was the horse or cat or house. Next we colored the picture inside the dots and proudly showed Mom: "Look, a real picture!" And so we learned three of life's great lessons: 1) What we think we see if not always what is on the page (until we connect the dots); 2) The total picture is not clear until half or more of the dots are connected; and 3) Putting color to the picture makes it come alive.

Stay Tuned ... to Executive Compensation Practices in 2006
(January 2006)

Lead Paragraph:Each year we traditionally set out critical issues for IROs and finance executives to "stay tuned to," some of which were on target and some off the mark. In January 2001, we advised readers to be on the watch for "exogenous events" that could derail corporate plans. Who could have imagined the horrible terror attacks nine months later and their effect on corporate America's financial fortunes?

Stay Tuned ... to Tipping Points for the IRO
(November 2005)

Lead Paragraph:In his recent best-selling book, "The Tipping Point: How Little Things Can Make a Big Difference," author Malcolm Gladwell theorizes on how certain social, economic, financial, political or cultural phenomena have reached a "tipping point," sometimes on a very slow basis and at other times seemingly overnight. When the tipping point is reached, dramatic shifts and/or transitions usually occur, often affecting public opinion.

Stay Tuned ... to the SOX Accountability Era
(September 2005)

Lead Paragraph:As summer vacations wind down, managers look forward to a new business year to crank up the energy level of their organizations. But while you were on vacation, an important anniversary quietly slid by. No banners were raised of cakes with sparkling candles served, but in late July, the third anniversary of the signing of the Sarbanes-Oxley Act took place, and we have entered the fourth year of the New Era of Corporate Accountablity. Did you notice?

Stay Tuned ... to the Exchanges
(June 2005)

Lead Paragraph:You can always count on Wall Street for surprises - and the latest proposal is a stunner. First, some background on the major player in this unfolding drama. As the new government of the Unites States of America was taking shape in its first capital, New York City, 24 merchants gathered under a nearby buttonwood tree on Wall Street, close to Federal Hall, the seat of government. They were there in May 1792 to strike and agreement to "trade" the bonds being issued by the new nation.

Stay Tuned ... to Corporate Governance Reforms
(April 2005)

Lead Paragraph:Corporate governance and accountability reforms of the past five years continue to roll on, and it is far from being "over," in this writer's opinion as a capital markets and corporate America trend watcher. The reforms do come with a price: continuing adjustments for corporate management and added costs for the reforms. A recent Financial Executives Insititute survey of CFOs attempted to quantify this: 94 percent of corporate responders think SOX costs exceed the benefits; costs have increased from $1.9 million to $4.4 million per year. The prime driver is auditor fees, averaging $1.3 million in the past year.

Stay Tuned ... to Spring News Cycle: Corporate Retirement Plans; PBGC
(February 2005)

Lead Paragraph:Stay Tuned! is designed to be a heads-up commentary for corporate IROs and IR consultants, a look into a crystal ball of emerging trends. What's coming at you in 2005? Much more discussion about pensions, retirement, Social Security reform, demographic trends and their impact on the corporat bottom line. One method we use for monitoring and ranking events is organized content analysis - watching and calibrating the flow of news, information, commentary and opinion. Stay Tuned brings you the essence of this monitoring.

Stay Tuned ... Waves of Change in 2005 ... Tidal Waves for the IRO
(December 2004)

Lead Paragraph:What kind of year will 2005 be for IROs? Another tumultuos and unpredicatble year? As the corporate governance and accountability revolution continues, you can count on it. And if the equities market turns hockey stick up, will all this go away? Don't bet on it - the reforms being put in place or called for by organized reforms are long lasting. As we created our list of powerful forces to watch in 2005, we got to thinking about surfing. When devotees of the boards hear the cry of "surf's up!" all eyes turn to the sea. Surfers well know that the waves to ride come in short intervals called sets.

Stay Tuned ... to Things That Go Bump in the Night
(October 2004)

Lead Paragraph:In this column, we regularly advise you to "Stay Tuned" to short- and long-term developments, trends or breaking news that could affect corporate America, individual corporations, investor relations officers and IR consultants ... including threats of things that go bump in the night! With the passage of Labor Day, we are into the new business year and fast appoaching an important presidential election. Below is our current list of trends and developments that will, or could, break into headlines or (in more stealthy ways) affect your professional life.

Stay Tuned ... to Harvey Pitt's Rules of the Road
(August 2004)

Lead Paragraph:Former Securites and Exchange Commission Chairman Harvey Pitt could be described as the right man in the wrong place - at precisely the wrong time. As he assumed his post as the 26th chair of the SEC in 2001, Pitt's many supporters said he had the perfect resume to head the nation's most important securities regulatory body. Critics of his appointment said he would represent the laissez-faire school of enforcement to please the man who appointed him - President George W. Bush - and that corporations would get a free ride on his watch.

IRO as Trusted Adviser - Mastering Issues at the Intersection of Influence
(June 2004)

Lead Paragraph:NIRI's new chairman, Margaret Wyrwas, moved quickly to expand the initiatives set in motion by her predecessor, Mark Aaron -- to increase the role of IROs as the become trusted advisers to senior management and the board of directors ... since IROs sit at the intersection of influence and represent the voice of company stakeholders. Here are some top-line concerns of said managers and directors that IROs could tune in to as we reach the halfway mark on 2004's calendar.

Pension Funds, Healthcare for Retirees
(April 2004)

Lead Paragraph:'Tis the season -- the proxy season, that is -- to be ... cautious and prepared. As companies and shareholders move inexorably toward the 2004 proxy voting season and the parade of mandatory annual meetings, Stay Tuned for some possible contentious elections and meetings. For those expecting a return of shareholder pressure in coming contests, caution may be the prevalent watchword. Being prepared for the coming proxy season could mean expanding career opportunities for the investor relations professional as companies enter the crucible of the testing ground for new proxy rules, mutual fund disclosure rules, renewed shareholder activism and rapidly expanding investor-company communication.

The Changed Environment: Challenges and Opportunities in 2004
(February 2004)

Lead Paragraph:The snowball is rolling down the hill, gathering speed now, growing larger in size, finally noticeable from a distance, a thing of major proportions and momentum, and seen in its entirety as a potential threat to those in its path. The snowball may be an apt metaphor for the aggregated chain of events that in 2004 will create challenges for corporate financial executives, chief executive officers, and members of boards of directors. Experts are projecting important and far-reaching changes in corporate financial reporting, accounting, disclosure, and financial engineering that will also have direct effects in the capital markets.

The Current Era of Change
(December 2003)

Lead Paragraph:Demands on corporate executives, members of boards, regulators, and financial markets for reform and greater accountability continue to grow in the wake of legislative, regulatory, and investor actions. Significant changes are occurring in audit practice, corporate disclosure, financial reporting, financial analysis and research, and individual and institutional accountabilities. This column examines the ongoing revolution in corporate governance as the second anniversary of the spectacular Enron collapse approaches.

STAY TUNED... to Nasdaq-Listed Company Rules & More
(November 2003)

Lead Paragraph:Nasdaq Exchange-listed companies are about to enter "a brave new world," recalling author Aldous Huxley?s famous book with visions of an ideal society. Important changes to a package of proposed listed company rules took place in October as the SEC responded to the Nasdaq Exchange?s request for accelerated approval of measures intended to address stock option and purchase plans and other equity compensation arrangements. The adjusted rules will apply when a stock option or purchase plan is to be established by a Nasdaq company, or when an existing plan is "materially amended" or other equity compensation arrangements are either arrived at or amended.

STAY TUNED... to New Rules and Regs
(October 2003)

Lead Paragraph:Rules, rules, rules ? it seems as if life is always full of rules! If you are an IRO for a domestic, New York Stock Exchange-listed company, you know your company must play by the listing rules. Beginning sometime later this year, when the SEC finally approves a package of new corporate governance rules (proposed by NYSE), your professional life could become more complicated. As part of your company?s agreement to list securities for public offering on the "Big Board," you must comply with a comprehensive set of rules. These rules have real and perceived power behind them, especially when enforced: Think of what it would mean to your company to be "delisted" for rule infractions!

STAY TUNED... to Independent, Objective Financial Research
(July 2003)

Lead Paragraph:Stay tuned to the coming "multiple views" on companies covered by the sell side. The terms of the historic $1.4 billion settlement reached by New York State Attorney General Eliot Spitzer and 10 major brokerage houses includes $432.5 million to fund independent research and $80 million to promote investor education. Each firm is required to retain an independent consultant to select at least three independent research providers, who will develop separate, objective research on covered public companies that will be made available free to its customers (only for those companies covered by the brokerage or banking firm). Contract researchers will not be allowed to perform investment banking or brokerage services in direct competition with the firm hiring them. (JP Morgan has reports issued for one covered company if each of the 10 houses approved research on the company by their respective suppliers.

The Other Shoe Has Dropped
(June 2003)

Lead Paragraph:Sarbanes-Oxley legislation stopped just short of mandating the expensing of stock options, but it did strengthen the role of the Financial Accounting Standards Board. (Now, only FASB and the SEC can establish accounting rules.) FASB is at work on a stock options project that the board hopes will lead to "convergence" with International Accounting Standards Board standards. Patricia McConnell, accounting and tax research director at Bear Stearns, said the FASB review and rule-making project will lead to mandatory expensing of employee stock options under the fair value method. New rules could go into effect as early as 2004.

STAY TUNED... to Corporate Democracy --- The Ballot Box is the Proxy
(March 2003)

Lead Paragraph:In politics, vital decisions are often swift and, at times, merciless. Incumbents and challengers stand for election, citizens enter the voting booth, and when the votes are tallied, one person wins, and another loses. On Election Day, careers begin and end. Power shifts. In our participatory democracy, key matters of public governance are decided once The People have spoken. We don't yet have this kind of direct electoral influence or control over corporate sector governance, with power traditionally delegated by the owners (voters) to the board, who then pick senior managers to run the company. The shareholders do elect the board, but often without being able to name the candidates (as in political primary contests).

STAY TUNED... to Corporate Democracy --- The Ballot Box is the Proxy
(January 2003)

Lead Paragraph:Ahh, what a decade this will be to reflect on when the history of this era is written. Just two years into the 21st century and we have experienced a recession, the collapse of a roaring bull market, the re-emergence of Old Economy investing rules, seemingly endless corporate scandals, the humiliating resignation of the SEC hairman, unprecedented accounting practices reform, state attorney general-enforced dis-assembling of traditional financial research units at leading investment banking houses, passage of the most sweeping securities protection laws in 60 years, and on and on and on.

Copyright 2005 H.L. Boerner. All rights reserved.

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