Policy and positions
One of the Society’s principal roles is to act as a conduit for its members’ views on current investor relations issues. Thus the Society regularly contributes to policy debate at times of proposed regulatory and compliance changes. The Society, having sought member’s views, will aggregate these and present them to the regulator. When required, it will lobby to promote its members’ interests in the name of best investor relations practice.
The IR Society supports the principle of ‘comply and explain’ and believes that good corporate governance is a key element in developing trust between shareholders and companies. Read more here
The IR Society strongly believes that companies have the right to know who their shareholders are. We believe that companies can only communicate effectively with their shareholders if they can reach them directly through transparent identification and that this in turn promotes investor engagement and responsible behaviour and voting by shareholders.
The Society opposes any external pressures to erode the UK’s shareholder identification regime. The Society maintains vigilance to ensure UK shareholder identification remains effective.
The Society believes that best practice corporate reporting empowers the investor relations function to explain the company’s story to investors and other stakeholders. Reporting should never be ‘boiler plate’ and must aim to provide more than a basic level of compliance, as a valuable opportunity to engage with stakeholders.
The Society supports the current regulatory reporting regime (of results and interim management statements), and successfully lobbied the EU to ensure that the UK did not adopt mandatory quarterly reporting. In 2014, the FCA removed the formal requirement to publish interim management statements The IR Society has seen little change in reporting from the vast majority of UK listed companies, as the use of regular trading updates is a means to keep the market informed. The Society believes the voluntary use of IMS is a positive in that it reduces focus on the short-term and gives companies more flexibility on both timing and content. Over time those companies in slower moving industries may consider a reduction in the frequency of their reports to the market.
The Society promotes best practice in narrative reporting through its own awards programme and by lobbying government and regulators to promote transparency. The Society believes that the current narrative reporting regulations, by and large, provide an adequate framework for transparent reporting and does not believe that further regulation is required, however it supports the efforts of government and regulators to improve the standards of narrative reporting.
Transparency and disclosure
Transparency is at the heart of best practice investor relations. A company’s Board should provide the lead, the IR team acting as a conduit and not as a gatekeeper.
The Society wholeheartedly supports the current disclosure and transparency regime and is a rigorous upholder of the principles of universal, proactive and prompt dissemination of information to shareholders.
Meeting with Shareholders
The Society believes that companies should provide their shareholders the opportunity to meet with the CEO and CFO at least once a year. In addition, it believes that the Chairman and/or Senior Independent Non-Executive Director should be available to meet with major shareholders once a year as required.
The Investor Relations Society welcomes the use of social media in IR although it recognises the need for this to be compatible with the regulatory regime. Social media is a core media tool to be managed in parallel with formal means of disseminating information.
The Society believes that companies have a duty to communicate openly and regularly to shareholders during a major crisis and that effective communication during such a period can be a significant mitigating factor in protecting a company’s reputation and the downside in its shares. This includes the Chief Executive, Chairman and other key Board members being highly visible during the crisis as well as compliance with the disclosure and transparency regime.
The IR Society recognises that within the business review requirements of the Companies Act 2006, companies are required to be open about potential business risks. IR departments have a role in ensuring these risks are effectively communicated and explained to shareholders.
IR in the boardroom
A key function of IR is to act as a two way conduit between the company Board and the markets. The Society believes that IR professionals should have ready access to the Board as a key component of the role.
The Society believes that IR should be at the heart of the corporate decision making process, in order to communicate and explain strategy to shareholders, as well acting as a sounding board to gauge the impact of decisions on market perceptions and share valuations.
The Society believes that the provision of public guidance on a company’s current trading and future prospects is best practice. The exact form that guidance may take and the combination of narrative and data points provided will depend on the nature of an individual company’s business model and its established practice. We believe that consistency in the provision of relevant and comparable guidance is important.
CSR and SRI
The Society believes that corporate social responsibility should be fully integrated into company strategy. Reporting CSR must never be a ‘tick-box’ exercise and should cover issues which are relevant to the company.
The interaction of investor relations and financial public relations
The Society believes that companies should communicate in an integrated way, so that what a shareholder reads in the newspapers is the same as that which he or she heard in person in a one on one meeting. Shareholders have a reasonable expectation not to read inside information in the press prior to it being issued to the market and IR professionals should be vigilant in ensuring compliance with the disclosure and transparency regime.
The Society supports the current regulatory regime and tough stance being taken by the FCA to prosecute market abusers such as insider traders. It believes that shareholders have the right to trade their shares with the knowledge that the markets are operating efficiently and that the price they pay or receive for their shares will not have been distorted by the actions of third parties.
Annual General Meetings
The Society believes in the continuing relevance of the Annual General Meeting as both a conduit for face to face communications with individual shareholders and as the embodiment of the enfranchisement of shareholders. The AGM remains the principal forum for bringing directors to account in a public environment where all shareholders have the opportunity to participate.
Electronic shareholder communications
The Society believes that electronic shareholder communications is an effective way of communicating with shareholders in the digital era. However, it should not be seen as a replacement for direct communications or as a means to keep shareholders at arms’ length.
The Society recommends that all companies should seek formal feedback from shareholders at least once a year, preferably collated by an independent third party. Feedback should be designed to elicit opinions on the company’s strategy, the performance of its directors, its investor relations, and its disclosure. The feedback should be provided to company non-executive directors and included in board packs as a matter of course.
The Society recommends that companies seek independent advice where possible as it has concerns regarding the conflicts of interest inherent within the current investment banking model as well as the insular culture of companies that do not retain external advisers. Such a culture often entrenches poor corporate governance, weak risk management and opaque communications.
The Society therefore recommends companies retain a separate financial adviser (i.e. an independent corporate finance firm), an investor relations consultancy and a financial public relations consultancy.
Published: 4 January, 2016