Ahead of the Curve

46 pages!  Wow! What were they thinking? 46 pages – that’s the length of JPMorgan Chase (NYSE: JPM) Chairman & CEO Jamie Dimon’s annual shareholder letter.  Back in the day when I produced annual reports, if the CEO letter stretched 4 pages including charts and graphs and the full-color front section was half of this letter’s total length that would have been a lot.

Nowadays, traditional annual reports with their CEO letters seem anachronistic. But investors are hungry for more than a quarterly-earnings based discussion of strategy and results.  Witness BlackRock CEO Larry Fink’s exhorting companies to focus on purpose, and the Strategic Investor Initiative urging for more long-term focused investor presentations.  Investors today want different insights and Dimon’s letter is ahead of the curve in this regard in four key ways:

TelescopeArticulates a long-term focus:  While the letter reviews past year results along key metrics, it doesn’t give guidance or 2018 targets. Instead, Dimon articulates JPM’s philosophy of how it grows and manages the balance sheet.  He also acknowledges the interdependencies of shareholders, customers, employees and communities in the value creation process.

TeamRecognizes the importance of culture:  By discussing the values and behaviors JPM wants to foster (diversity & inclusion, talent development, succession planning) or avoid (bureaucracy, complacency), Dimon essentially recognizes the importance of culture to long-term organizational success.

flameAddresses key business risks:  Most companies limit discussion of risk factors to the 10K, but Dimon’s letter calls out several risks and reviews how JPM has, will, or may need to navigate through them.  Now investors have a better perspective on JPM’s risk management framework and an understanding of likely decisions as these risks may evolve.

govt bldgProvides perspective on public policy topics: By addressing relevant public policy topics, Dimon increases transparency around JPM’s perspectives. Consequently, JPM is better positioned to respond should it get caught in the crosshairs of debate.  Interestingly, the results of a special 2017 Edelman Trust Barometer survey of institutional investors  indicated three-quarters of investors believe companies should articulate their thoughts on political issues relevant to ensuring a healthy and robust business environment.

I don’t advocate addressing all these items in your annual CEO letters – in most cases that would be too much.  However, there are many opportunities to broaden your business messages that you can consider.  For example, articulating a long-term focus can appear in the 10K or investor presentations.  Discussions of culture can be brought to life on a website.  Or, perspectives on public policy can be included on a website or kept in a hip-pocket until needed.

Reflect on the topics investors today are most interested in and how you can get ahead of the curve.

Lisa Ciota
Lead-IR Advisors, Inc.

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Seeing Spots

Last week, Spotify (NYSE: SPOT) – the music streaming business – began trading publicly for the first time.  Spotify’s CEO, Daniel EK, was non-pulsed, telling his employees:

Lots of people have asked me how I feel about tomorrow’s listing. Of course, I am proud of what we’ve built over the last decade. But what’s even more important to me is that tomorrow does not become the most important day for Spotify.  . . .  Normally, companies ring bells. Normally, companies spend their day doing interviews on the trading floor touting why their stock is a good investment. Normally, companies don’t pursue a direct listing.”

Spotify went public via the direct listing process, which basically means the company filed the necessary materials with the SEC (registration statement/prospectus, etc.), applied for listing on the NYSE and waited to become effective. Simple.

Because Spotify did not need to raise new capital, it did not go on roadshows (although it hosted an investor day), nor did it hire a bevy of investment bankers to syndicate the deal.  Further, with no new capital raised, there was no chunk of new shares plopped on the market at one time, there will be no green shoe (overallotment) to drop or lock-up period for existing shareholders (primarily company officers, employees and venture capitalists).

It’s not the traditional way most companies go public, but as I noted in a previous blog post (The Last Great Decade, March 7, 2018), we are currently experiencing something of a golden age of venture capital and private equity.  Today, start-ups have access to this smart money for growth capital, enabling founders to maintain control longer and avoid the pressures typically exerted over public companies.  As I concluded, “When a private company does decide to go public, the listing decision will likely be driven by a need for liquidity, not capital.”  This certainly seems to be the case with Spotify.

Now, what works for Spotify won’t necessarily work for everyone.  As a globally-recognized technology brand, Spotify has some built-in demand for its stock and won’t have trouble attracting sell side coverage.  It also has a solid record of private transactions that served as a reference point for setting price. To create and build trading volume, Spotify will be dependent on existing shareholders to sell.  So, volume will likely remain low (for a company of its size) for some time, which raises concerns of price volatility.  However, many small-cap companies deal with this issue all the time and I expect Spotify can as well.

I believe direct listings will grow – Spotify has shown the way – but it won’t displace the traditional IPO.

Lisa Ciota
Lead-IR Advisors, Inc.

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Supporting Role

Let’s start with the obvious: strong board dynamics and processes appear to go hand-in-hand with financial outperformance, according to a recent McKinsey & Company board study.  What piqued my interest was McKinsey’s efforts to dissect board performance across three dimensions: board processes, internal board dynamics and strength of the board’s relationship with the C-Suite.

It’s the latter I want to focus on.  In particular, how stronger interactions between CFOs and Boards can contribute to better board dynamics and how investor relations can play a pivotal supporting role.

The study indicated the board activities that most support corporate outperformance includes:

  • Assessing management’s understanding of the drivers of value creation;
  • Overseeing the development of a comprehensive strategic framework;
  • Assessing the adaption and evolution of strategy in view of the business environment, and
  • Debating strategic alternatives internally within the board itself as well as with the CEO.

CFOs add critical perspectives and insights to these processes, McKinsey contends in a supplement to the board study.  Through their interactions with the board, CFOs can provide:

  • An objective view of business results and future outlook as a whole and by business unit;
  • Context on overall and business unit performance in view of the market and industry environment;
  • Perspective on investor perceptions and their view on key value creation drivers.

By going beyond pure financial reporting to providing qualitative information about the company, its industry and markets, CFOs help inform board dialogue and increase its effectiveness.  In a way, CFOs should think of their role as helping improve board/C-Suite collaboration by identifying, surfacing and answering questions (often well in before the board meeting).

Investor Relations is primed to support the CFO in this regard.  With its finger on the pulse of investors, Investor Relations can:

  • Provide context around investor perceptions of the company, its strategies, management team and the market drivers of valuation;
  • Advance awareness of the company’s performance and strategies relative to peers and the corresponding implication for valuation multiples;
  • Offer perspectives on investor behaviors that may signal a risk for sector rotation, activism or proxy voting.

With insights such as these, Investor Relations is poised to win in the best supporting role category.

Lisa Ciota
Lead-IR Advisors, Inc.

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The Easter Bunny and Other Wish Fairies

I was having tea with the Easter Bunny the other day … Well, that’s how I felt after reading the CECP’s letter to CEOs urging for a more strategic, long-term presentation that integrates a discussion of social and environmental risk at their Strategic Investor Initiative (SII) Investor Forums.

Hallelujah, I initially thought.  An opportunity to talk about where we are going … the forces shaping how we get there … and the framework to manage risk, evolve and create value while on our journey.  I applaud the SII’s goal to shift the investor communications paradigm away from a relentless short-term focus.  Past Forums were attended by major institutions like Vanguard, BlackRock, Dimensional Fund Advisors, CalSTRS, NYCERs as well as Clearbridge, Neuberger Berman, Gabelli Funds and Starboard Value.  Presenting companies have included:  IBM, Humana, Aetna, Unilever, Merck, Johnson & Johnson and Medtronic.

Will this SII effort work? Time will tell, but it’s important to note that so far, the Forum has primarily attracted investors whom would likely own the presenting companies anyway, regardless.  Further, I suspect the Forum had no impact on investor outlook, did not attract new investors to the companies or result in a material change in investor positions.

The reality is most investors are under just as much pressure to deliver short-term returns for clients as CEOs are to create short-term value for shareholders.  Further, the factors that support a short-term focus (some of which are identified below) are pervasive.  I’m not sure there are any wish fairies who can change that.

Factors Supporting Short-Termism

Short Termism Slide

In the competition for capital, most companies need to adapt and respond to a market that will continue to focus on quarterly results and 1- to 2-year valuation time horizons. Recognizing this, the SII suggests “repositioning quarterly earnings performance guidance from the ‘finish line’ to the starting line.”  Essentially, in their view, quarterly earnings should become the “building blocks of longer-term plans and disclosure rather than the central focus.”

This is good advice.  While short-termism won’t go away, by consistently providing a longer-term perspective on the company’s framework for creating value and managing risk in a dynamic environment, you’ll be better positioned to earn investor patience as the company evolves and invests for the future.

So, as you get ready for your next quarterly earnings, think about:

  • How current initiatives, tactics and results are stepping stones moving the company closer to its long-term performance zone
  • How relevant trends related to customers, suppliers, competitors and/or operating environment shaped strategies and impacted results; How are these trends expected to evolve

Weave the answers to questions like these into your earnings materials.  It’s likely only a matter of repositioning some comments throughout.  It will take thought, but in long-term it may be worth it.


Lisa Ciota
Lead-IR Advisors, Inc.
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Tags: short-termism, institutional investors, CECP, Strategic Investor Initiative,

Look Who’s Talking

Its fun to be popular.  Everyone wants to talk to you. Investors big and small with long- and short-term horizons seek opportunities to meet with and speak to company leadership.  Today, even passive investors – index funds, etc. – expect to occasionally engage with companies on relevant issues.

Now, who should do this talking?  Company management.  With, of course, investor relations leading the day-to-day.  However, it’s naïve to think Boards do not or should not talk with investors.  While I believe board-shareholder engagement should be the exception and not the rule, if done for the right reasons with the right people it can be extremely valuable.

To that end, you should have or develop a communications policy that encompasses the potential for board-shareholder engagement.  A well-crafted policy will provide a framework to guide the engagement decision given the specific circumstances and needs of the company.  Let’s start by considering what topics are best addressed by management vs. the board:

Example Management/Board Engagement Topic Allocation
Director-shareholder engagement topics

Next, consider with whom and when board-shareholder engagement makes sense.  Any decision will be a judgement call based on myriads of factors and the specific investor(s) at hand. Things to think about when deciding include the company’s strategies, results and relative performance, the nature of the investor’s issue(s), general investor opinion/perception about the matter(s) as well as the size of the investor’s holdings and influence within the investment community.

Here’s some thoughts for when it comes to the actual meeting or call:

  • Agree to an agenda upfront
  • Select directors for engagement based on board roles or prior experience
  • Prep participating directors on the issue(s), company messages and investor background
  • Provide directors a Reg FD refresher and a brief on company information in the public domain
  • Focus on active listening
  • Consider including a company representative such as the IRO or corporate secretary in meeting but allow for a private conversation for part of the time if requested
  • Capture investor feedback; ensure follow-up as necessary.

Board-shareholder engagement is an opportunity to gather constructive input and engage on issues meaningful to the creation or protection of shareholder value.  Approach the process with an open mind.

Lisa Ciota
Lead-IR Advisors, Inc.

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Red Flags

Sometime ago, I was helping recruit speakers for a NIRI-Chicago program and a friend recommended a recently “retired” CEO of a small-cap industrial manufacturing company.  I did a little background research on this person – let’s call him John – to determine if he would be a good fit for our panel discussion.  While we never connected, I tell this story because its illustrative of some of the red flags of poor governance practices.

This company was formed in 2000 when it split off from a larger conglomerate.  At the time, prospects appeared poor as the company competed in the global industrial, energy and heavy equipment industries and was saddled with significant debt.  John joined the company shortly after the split and served as division president for multiple business units, eventually becoming Chief Operating Officer.  For roughly five years as COO, John partnered with the company’s first and only Chairman and CEO to grow the company organically (think energy/fracking) and via acquisition (10 acquisitions collectively costing over $525 million in five years).

The board was comprised of eight people, including the Chair/CEO, another 30-plus year C-Suite executive (not John) plus 6 independent directors. By the early 20-teens, about half the board had served for more than 10 years and the shortest director tenure was five years.  Tellingly, around this time, the company failed to get a majority affirmative say-on-pay vote.  So, the following year the board took action:

  • The compensation program was revised.
  • The Chairman/CEO relinquished his role as CEO but retained his role as Chairman.
  • The other employee-director left the board and a new independent director was elected.
  • John became CEO and was appointed to the Board.

I’m sure you can see the warning signals:

  • Board composition and lack of refreshment: With two employee-directors, representing 25% of the board, perspectives could easily be skewed.  In addition, even though long board tenure isn’t always indicative of a lack of objectivity or engagement, it does raise questions given how the company and competitive environment had changed
  • Executive compensation: Executive compensation is often considered a litmus test for board independence.  So, the say-on-pay vote points to a failure of independent thought on the board
  • Chairman/lead director: Allowing the first and only Chairman/CEO to retain the Chairman role is not considered a best practice.  It likely seeded confusion within the company and the boardroom.

From an outsider perspective, John’s position was precarious given these governance red flags. The macro environment didn’t help either. During John’s short tenure, oil prices dropped by about half, causing contraction in the U.S. energy industry as active rig counts fell. Over the same time period, China’s growth slowed and its currency devalued, dampening global demand for industrial equipment.  The company keenly felt these pressures as did most other U.S. industrial manufacturers.  The company’s stock price fell approximately 35% since the previous year’s peak (other companies in the same sector saw stock declines ranging from 15% to 40%).

After roughly 18 months John was out as CEO, replaced by the company’s former first and only Chairman and CEO. Interestingly, a few months after this change, a known activist announced they had accumulated a more than 5% position.  I suspect this activist pressured the board to look at the company more carefully.  Today, a new external-hire CEO is leading the business; the lead independent director is the non-executive Chair and two new directors replaced two retiring directors.  The former first and only Chairman/CEO left the company and board.

Lisa Ciota
Lead-IR Advisors, Inc.

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The Last Great Decade (for Listed Stocks)

The 1990s.  Was it the last great decade, or what?  Nirvana. Seinfeld. Harry Potter. Michael Jordan. The Worldwide Web. Low unemployment. A balanced federal budget. A surging stock market. The peak number of listed U.S. companies ever.

Yes, the 1990s really does seem like nirvana.  Especially for investor relations.  The 1990s was before Dodd-Frank, SOX and Reg FD. It was a time when real people making real decisions dominated investing.

Listed Companies 1975 1997 2016With a peak of over 7,500 listed firms on the NYSE, AMEX and NASDAQ in 1997, opportunities in investor relations abounded back then.  Today, there are roughly 3,700 listed U.S. companies.  No wonder more than a quarter of Fortune 500 IROs in a recent Korn Ferry survey said one of the IR profession’s biggest challenges is reduced opportunities due to industry consolidation and fewer publicly traded companies.

Why the dramatic decline? No, it wasn’t regulation.  M&A was the major culprit, representing nearly two-thirds of all delistings since 1997 according to a recent study [1]. The balance of the delistings primarily related to performance including not meeting minimum listing standards.

Now, the drop in listings may simply be part of the natural business cycle.  But if it was, shouldn’t there have been a somewhat offsetting level of IPOs?  Unfortunately, that didn’t happen. This same study indicates that the average annual number of IPOs between 2009 and 2016 was 179. This compares with an average of 684 between 1995 and 2000.

Avg mkt cap and ageThe crux of the matter is small and micro-cap companies have gone away.  Prior to the 1990’s more than 50% of listed companies had market capitalization of less than $100 million (in 2015 dollars).  This figure dropped to 40% in the 1990s and was 22% in 2016. Today, the average market capitalization and age of a listed company are $6 billion and 20 years, respectively, compared with $2 billion and 12 years in 1997.

Where did those small companies go?  They’re still around but most have decided not to go public for a couple of key reasons.  First, deregulatory actions in the 1990s increased the number of investors a private company was allowed before registering.  This made it easier to raise funds without going public.

Second, the 21st century has been something of a golden age for venture capital and private equity.  Since 1999, over $750 billion has collectively been invested in young startups by VC firms[2].  Meanwhile, private equity has grown substantially with an estimated $2.5 trillion of assets under management globally in 2016 vs. $600 billion in 2000. Bottomline, many firms don’t need to tap the public equity markets to raise capital.

Still, the continued vibrancy and health of the listed company environment is important. To that end, the SEC and NYSE are looking to make it easier for private companies to go public.  For example, as reported in the Wall Street Journal (Feb. 22, 2018, Michaels), the SEC is considering allowing all companies – regardless of size – to talk privately with investors before announcing a potential IPO. This, coupled with the ability to confidentially file a prospectus, would enable companies to test the waters before making a go/no go decision.  Meanwhile, the NYSE has amended its rules to enable qualifying private companies to directly list its shares without an IPO so long as a concurrent Securities Act resale registration statement is filed.

Will these actions help increase the number of listed companies?  Time will tell.  I believe new, private companies will continue to tap the smart money at VC and/or PE firms for growth capital. This way they can avoid the pressures typically exerted over public companies as they gain scale and grow. When a private company does decide to go public, the listing decision will likely be driven by a need for liquidity, not capital.

Lisa Ciota
Lead-IR Advisors, Inc.

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[1] Doidge, Craig and Kahle, Kathleen M. and Karolyi, George Andrew and Stulz, René M., Eclipse of the Public Corporation or Eclipse of the Public Markets? (Working paper – January 2018). Available at SSRN: https://ssrn.com/abstract=3100255

[2] PwC, Thomson Reuters, MoneyTree Report, January 2018

New Kid in Town, Part II

There’s talk on the street; it’s there to remind you
It doesn’t really matter which side you’re on.
                                                         New Kid in Town, Hotel California, Eagles, 1976

A previous post reviewed the challenges of introducing new a CEO or CFO to investors.  But what’s investor relations role when a new director joins the board?

Board refreshment is a hot topic among many activist and institutional investors. This reflects understandable investor concerns about boards’ ability to oversee evolving strategies and risks in rapidly changing environments.  Questions investors ask include:  Does the board have the requisite expertise, experience, and skills?  Is the board’s self-assessment process rigorous and objective enough to identify its own strengths and weakness and implement a plan to address?

When boards refresh themselves – voluntarily or otherwise – it speaks to the opportunity for a new level of energy, perspectives and engagement in the board room.  The good news is boards are taking action:

Board TenureSource:  Spencer Stuart Board Index 2017

The new director onboarding process is managed at the board level with the General Counsel/Corporate Secretary playing a pivotal role.  The amount of information a new director needs to absorb is daunting.  Beyond getting an overview of the company, its management team, strategies and results, new directors also receive background on the other directors, past board meetings as well as corporate, board and committee governance documents and policies.  From an investor relations perspective, information that new directors should be provided include:

  • A profile of the overall shareholder base, including investor style, turnover and a risk/opportunity assessment of key investors (e.g., recent ownership changes, sentiment, relevant activism history)
  • An outline of the overall investor relations and shareholder engagement effort including the typical message development and communications process as well as management or board access practices
  • A summary of analyst reports and investor perspective on the company, peer set and industry

Materials like these can help ensure the board is aware of investor perspectives and help inform their decisions. As a steward of corporate value, investor relations is well positioned to provide this to them.

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Lisa Ciota
Lead-IR Advisors, Inc.


New Kid in Town

There’s talk on the street; it sounds so familiar.
Great expectations, everybody’s watching you
                                                     New Kid in Town, Hotel California, Eagles, 1976

With the average tenure of 8 years for CEOs and 5 years for CFOs, it’s going to happen – there’ll be a new kid in town.  The new kid will need to be introduced to the street, expectations will need to be managed and everyone will be watching to see what happens.

C-suite tenure 2

Source: Korn Ferry Institute C-Suite Age & Tenure Study 2016

Of course, a lot depends on the situation.  Is it a planned transition?  What factors drove or precipitated the change? Is the new CEO or CFO an internal or external candidate?  What is their background? What are the company’s challenges or opportunities? What is investor sentiment like?  The answers to these questions will inform the introduction process.

If it was a planned transition, the business is doing well and the new leader is an internal candidate who is at least somewhat known by the street, then a “business as usual” approach may be fine.  But then again, when does that happen?

All new CEOs and CFOs – particularly external hires – need an acclimation period to understand the company’s issues and formulate a plan.  Generally, investors understand that so brief introductory calls focused on the new leader’s experience should be sufficient initially.

However, in more challenging environments or where activists are involved, investors may demand time with new leadership right away.  In such cases, it may be important for the lead independent director to make a statement or perhaps even meet with activists.  Carefully weigh the risks of having the new leader – particularly new CEOs – spend time listening to investor feedback early on. This could be beneficial for informing his/her thought process and strategic priorities.  It may also earn him/her early support if investors feel they’ve been heard.  Conversely, it can consume valuable time better spent developing a go-forward strategy.  In the end, investor sentiment should be one – but not the only – guidepost.

Throughout the initial transition, investor relations has – as always – an internal and external role. Internally, investor relations should provide the new leader a SWOT (strengths/weakness/opportunities/ threats) analysis identifying key risks from an investor perspective as well as background on sell side coverage, a profile of investor style and turnover plus a risk/opportunity assessment of top investors.  It’s also important to take the new leader’s pulse as to their experience, comfort and understanding of the investor community to optimize the new leader’s future investor interactions.

Externally, investor relations’ initial role is to highlight the new leader’s relevant experience and keep investor expectations at bay as the new leader’s strategic plans develop.  Of course, the new leader will need to engage on earnings, which may be before their strategies are fully formed.  Depending on the timing of earnings, the new leader should thoughtfully articulate key learnings, areas of focus and priorities without making premature promises or announcements.

By their third earnings calls, CFOs are often considered old hands.  However, at the same point, the typical new CEO is beginning a 2- to 3-year period filled with significant strategic moves.  Given the likely pace of change, there probably won’t be time for a formal CEO debut tour or investor day. Its important to be flexible during this time and explore different opportunities for investors to get to know the new CEO.  For example, hold webcasts in conjunction with strategic announcements to expose the CEO to investors in addition to participating in high-profile conferences and non-deal roadshows.  Once a significant portion of the change agenda is in play, consider hosting an investor day or other forum to outline the company’s transformational vision and financial targets.

When a new kid is in town, use it as an opportunity to reset the company’s narrative and investor relations priorities. Be flexible, be open and optimistic, because while the …

People you meet, they all seem to know you.
Even your old friends treat you like you’re something new.
New Kid in Town, Hotel California, Eagles, 1976

Lisa Ciota
Lead-IR Advisors, Inc.

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Be Prepared

Recently I was contemplating some year-end messaging for a company with operations affected by the late summer 2017 hurricanes that hit the U.S. Gulf Coast.  Happily, company staff were all safe and accounted for after these disasters.  While clean-up and repair costs and significant supply chain disruption, including freight/logistics challenges, negatively impacted EBITDA, through it all the company continued to support customers and delivered quarterly EBITDA growth in a challenging industry.

Coincidence?  Effectively navigating a crisis while still delivering strong results?  Sure, a lot of things have to go right to deliver strong results, but without an effective crisis plan it could have all been derailed. Sadly, not all companies are as well prepared.

CRISIS COMMUNICATIONS READINESSCrisis Comms Infographic - SizedSource: Freshfields Bruckhaus Deringer, Containing a Crisis, 2013

In my view, there are two very broad crisis categories – Operational and Corporate – each with several subcategories.  For example, an operational crisis can relate to a company’s ability to conduct business within its own facilities as well as events at critical suppliers or customers (e.g., supplier performance issues or customer bankruptcies).  Corporate crisises can relate to reputational, financial or regulatory issues, such as allegations of harassment, fraud, environmental violations or an inability to access credit.

Every crisis is potentially a financial crisis with reputational, profitability and valuation implications, that’s why Investor Relations should be imbedded in process.  Companies should have a holistic crisis plan with well-crafted, relevant decision matrixes that reflect key guiding principles such as protecting people (employees, customers and communities), preserving assets or minimizing disruption, etc.  The decision matrixes should be broad and flexible enough to handle an array of contingencies and include an outline of roles, responsibilities and, where necessary, information and work flow.  The crisis team should encompass a variety of disciplines and expert resources to guide and execute a response.  The people involved may be different depending on the crisis and decision matrixes can help identify this.  

Now, having a plan is not enough.  It’s essential to practice it to identify gaps and enable the crisis team to build relationships and trust with each other.  Whether you do a table-top simulation or a robust fire drill, the experience will make you faster and nimbler when the need is real – an important consideration in today’s 24/7 news and social media cycle. 

Practical Tips for IROs: 

  • Crisises aren’t always a surprise. Warning signs often abound. Develop a bullet-point outline for top of mind issues. Yes, there will be holes and you can’t anticipate everything, but it will be faster than starting from scratch.
  • Keep a key contact list with you – at home, the office, your briefcase. Even better, save a PDF copy to your phone, tablet and laptop – you’ll almost always have one of these with you.
  • Be prepared to handle a crisis remotely. Develop a process checklist or reference sheet (see sample template attached) that contains emergency contact information and login IDs for key vendors such as your newswire service. Again, keep a copy with you and on your electronic devices. 

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Lisa Ciota
Lead-IR Advisors, Inc.


Crisis Mgmt Template for Investor Relations