Chapter 14
Financial communications

Mark Phillimore

Chapter Aims

This chapter provides an understanding of financial communications and its role in helping organisations communicate with financial markets. It provides a historical perspective of the growth of the discipline; the relationship between investor relations and financial PR; the financial calendar; and the growth of financial regulation since the financial crash of 2007–2008; the growth of capital markets and new funding routes and the important role played by financial communication consultancies. It explores the growing integration within overall communication agendas within an organisation, particularly as wider stakeholder agendas frequently impact on financial communications. It provides a case study based around the takeover of Cadbury by Kraft in 2010, which highlighted how wider stakeholder agendas can impact on a merger and acquisition (M&A).

Introduction

One of the most influential areas of communications practice over the last 20 years has been financial communications, yet it can be argued that it is the least well known and understood of the PR specialisms. For any large or medium-sized company, its communications and relationships with key investors and capital markets generally, are a vital focus for the senior management team encompassing both equity and debt markets. These requirements have led to increasing specialisation around the communications function relating to financial markets and key shareholders.

Financial communications has a wider remit within the overall strategic communications of an organisation. The reputation of a company is strongly influenced by the overall financial performance of a company and reputational agendas have become a key driver of corporate communications by an organisation. Within an organisation, its major shareholders are considered primary or Tier 1 stakeholders, indicating how financial communications has an important influence on wider corporate communication strategies.

A further but very important factor is that the personal reputation of the CEO and Chairman of a major plc are heavily influenced by their reputation with key shareholders. So financial communications influences the overall leadership communications strategy particularly around large publicly quoted companies. In the growth of PR as a strategic management discipline, financial communications can be seen as an important component in this process.

These developing trends take place within a financial sector that has seen growing levels of regulatory demands in response to the 2007–2008 financial crash, which further impacts on financial communications.

Longer term regulatory trends have also seen the growth of the buy-side function (pension funds and major investors in shares and bonds) compared with the sell-side function (investment banks seeking to sell shares and bonds particularly at the time of mergers and acquisitions) which has impacted on the financial communications role, particularly in consultancies.

The decline in mergers and acquisitions (particularly hostile bids) since 2008 has also impacted on financial communications consultancies. The 2015 PR Week listing of top UK consultancies shows that financial communications consultancies such as Brunswick and FTI are showing lower growth rates compared with other PR consultancies. At the same time, these consultancies have responded to market changes and over the last 5–10 years have broadened their service offerings to a range of corporate communications services, not just financial communications.

Changing Focus in Financial Communications Practice

Financial communications has traditionally split into two main areas of activity: communicating and relationship building with financial media such as the Financial Times, Bloomberg, The Wall Street Journal, CNBC Europe and the City pages of the national media in each country, which were seen as a key financial PR function; and investor relations that encompassed an organisation’s communications and relationship building with professional investors in debt and equity markets. This separation of activity was reinforced by the development in the USA of the function and professionalisation of investor relations from the 1950s onwards, separate from the PR function and with a strong focus on the shareholder.

Typically, the investor relations function is led by the in-house investor relations team that will have built up a detailed profile of its key investors. However, the financial communications consultancy will support this, bringing in a wider overview and understanding of equity and debt markets working for many companies. An additional key aspect of this process which is so important at the time of financial results is listening to market expectations and feeding these into senior management.

Analysts both in the buy side and sell side require detailed information on the company. Modern regulatory practice makes individual briefings for management a dangerous process in case price-sensitive information is revealed that is not fully available to the whole market. As a result, major companies are starting to hold special briefings that are webcast in addition to the AGM and results, where they can brief specialist financial audiences with a more detailed insight into the strategy of the company and how this ties in with the financial strategy. By webcasting, the company is ensuring that all interested investors and the market in general are informed at the same time.

The use of webcasting has become a key technique for financial communications and is widely used at the announcement of company results such as at the half year and full year.

Communicating with financial media is crucial at times of mergers and acquisitions when companies seek to take over or merge with other companies. At such times the role of the investment banks such as JP Morgan, Goldman Sachs and relative newcomers such as the Blackstone Group is vital, and the role of their sell-side analysts in influencing opinion of media and key investors in such events. In mergers and acquisitions, the role of the financial communications consultancy is crucial and is a key advisor not only to the management team of the company acquiring or defending in an acquisition process but also to the respective investment bank. However, hostile bids are less common in a more regulated financial environment.

Financial communications practice by major consultancies such as Brunswick, Finsbury, Citigate Dewe Rogerson, Abernathy McGregor Group, Maitland and many more is to integrate all financial communications within a wider corporate communications or strategic communications focus.

Within companies, the investor relations team may report either to the Finance Director of a major company or to the Director of Corporate Communications, but there will be a strong matrix reporting structure reflecting its importance across the organisation. The changing lines of communications reflects the origins of investor relations; the fact that the PR and corporate communications function was slower to professionalise than disciplines such as finance and accountancy; and PR’s growing influence in organisations at a senior level over the last 15 years. Peter Hall, a former Director of Investor Relations at BP talked about the changing lines of reporting during his career at BP. ‘Within BP, over the past ten years, investor relations has reported to the CFO, the Group Treasurer, briefly the CEO and, as now, the Director of Corporate Communications’ (Hall 2010).

It would appear that increasingly the financial communications function both in-house and within the major financial communications consultancies seems to be adopting a corporate communications model of services such as outlined by leading corporate communications authors such as Argenti and Cornelissen (2009: 31) and Argenti (2012). Financial communications is part of a range of corporate communication services for major global companies alongside government relations, reputation management and crisis communications among other services.

This chapter will seek to reflect these changes in providing an understanding of the role of communications in financial markets. While the communications aspects of investor relations will be covered, there will be no attempt to describe in anything more than an outline the very detailed technical aspects of the investor relations function. Readers are encouraged to consult relevant literature, and key websites for further research. The chapter will not focus on the extensive area of financial services communications that is involved with communicating products and services to the consumer market.

Historical Context

To understand financial communications it is necessary to have a brief overview of its historical context. The growth of newspapers in the latter part of the nineteenth century saw growing coverage of financial and business news, particularly of share prices, as financial markets particularly in the USA and Europe reflected growing industrialisation and expansion of world trade. It was during this period that newspapers such as the Financial Times (1888) and The Wall Street Journal (1884) were founded (Kynaston 1994: 397). As historians of PR have pointed out, the growth in media covering business and financial stories was a catalyst in the growth of public relations from the 1900s onwards.

The big change in media coverage of business came with the 1950s and the great expansion, particularly in the USA, of the post-war economy and growth in shareholding by US citizens. This led media to increasingly take an interest in looking after the interests of ordinary shareholders, particularly as they accounted for a growing affluent readership for their newspapers and magazines. It was in this time that the first in-house investor relations department was set up by Ralph Cordiner, Chairman of General Electric (NIRI 2010). According to NIRI’s history it was the failure of public relations departments and public relations consultancies to handle the function of investor relations professionally that led to this separate development and uneasy relationship with public relations.

In the USA, these first steps by GE led to the growing development of the role of investor relations function and in time, in the 1960s, to its professionalisation separate from public relations practice, which was also echoed in the formation of the Investor Relations Society in 1980 in the UK. The development of this professionalisation can also be seen in the context of the growing professionalisation of financial functions generally, such as investment analysts (NIRI 2010).

In the UK and Europe, small investors were not an important constituency, except briefly under Mrs Thatcher in the early 1980s, but institutional investors were the main holders of equity. This led to financial communications and investor relations in the UK being focused on institutions and an approach based on City opinion formers (Davis 2007).

The growth in financial markets in the 1980s and 1990s led to further development of financial media with CNN’s creation of a 24-hour television news service having a strong focus on financial and business stories. Even more significant was the formation of the proprietary financial information network, Bloomberg, in the 1980s. Bloomberg’s success led to the creation in the 1990s of Bloomberg TV, the first 24-hour TV channel dedicated to financial and business information, followed by CNBC. The growth of the internet was to have increasing influence on financial media from the mid 1990s.

The cultural and professional differences between financial PR and investor relations are becoming less relevant as the major financial communication consultancies offer a range of integrated communication services to global brands spanning global markets. This can be seen in Brunswick’s website (2015), describing its role as ‘business critical communications …. Our background in financial communications means we understand how businesses are wired.’

The Working Environment

In simple terms, financial markets are an exchange or market bringing together people and institutions who have money (investors) and people who need money (companies). In developed markets these two are brought together in regulated exchanges such as the London Stock Exchange or New York Stock Exchange and increasingly in a variety of online exchanges. In these large, very liquid markets, listed companies can raise large amounts of capital both through the issuance of equity or shares and also raise debt in the form of corporate bonds.

Companies become listed for a number of reasons: to raise capital so they can fund further growth; to enable original investors (such as venture capitalists) to realise their investment; to raise the company’s profile; to provide employees with incentives. The aim of all capital markets is to act as a catalyst for growth and a company will be expected to raise capital more than once to ensure continued growth. To encourage investment, a company therefore needs to be attractive to potential investors and maintain the support of existing investors, which is where financial communications comes in.

A growing feature particularly in the low interest rate environment of recent years has been a much greater role for fund raising by companies through debt issuance or bonds rather than through issuing shares. As a result, large companies often have a dedicated section of their Investor Relations site geared to debt issuance. This process has further enhanced the role of the buy-side analyst.

Financial Audiences

Financial markets are extremely complex and interconnected and have developed a wide range of intermediaries who play a key role in the whole process of capital markets. Each of these can be important stakeholders for companies communicating financial information and seeking to build medium- to long-term relationships. Listed below are some of the main audiences for financial communications.

Institutional investors (existing shareholders, potential shareholders or past shareholders)

The main investors in quoted companies are large institutions such as pension funds, insurance companies and investment banks. When individuals put money into pension funds or insurance policies, it goes into bigger pots of money known as ‘funds’ that are subsequently invested in listed companies. Large institutions are influential investors, as they may hold a significant stake in an individual company, anything between 1 per cent and 20 per cent. A company’s relationship with its institutional investors is actively managed by its investment relations team (in-house and external as well as by broker or investment bank). However, institutions will be greatly influenced by ‘third party’ or independent comments in the media and from analysts, and by the company’s regulatory communications. Within pension funds and major institutions the role of the buy-side analyst team is vital in influencing buying decisions.

New capital sources (hedge funds, private equity, venture capital)

Financial markets have innovated and developed significant new sources of capital and investment over the last 20 years which have become important influences on quoted businesses particularly during times of difficulty such as restructuring or in mergers and acquisitions. Some of these new sources of capital such as hedge funds have become highly controversial particularly as many have short-term trading strategies, making an investment relationship strategy for an organisation difficult. For example Kraft’s takeover of the famous British chocolate business, Cadbury, had a share register at the end with 20 per cent of shares held by hedge funds (Wiggins and Guthrie 2010).

However, the power and influence of these sources of capital, even though controversial, have become key audiences for financial communications teams and are now a regular feature of the investor relations scene. The short-term nature of some of this capital has made the monitoring by the investor relations team of an organisation’s share register a key area of activity to spot share building.

Analysts

Analysts are key opinion formers, identifying trends and anomalies and generating ideas for investment. There are two types of analyst: buy side and sell side. A buy-side analyst works solely to provide information to fund managers working either for these large funds or independently. Sell-side analysts work for the brokers or investment banks who look after listed companies. However, recent trends have enhanced the influence of the buy-side analyst and weakened the influence of the sell-side analyst.

Both types provide independent analysis about the workings and prospects of a company and the market in which it operates. They usually specialise in a particular sector and will make recommendations about whether shares in a particular company should be bought, sold, held or avoided, making them an important audience for listed companies and their financial communications. It is the unique responsibility of financial communications to encourage and manage the relationship between a company and the analysts who follow it. A financial communications person is most likely to be the first point of contact between a company and an analyst and will be the gateway for subsequent information gathering.

Analysts have an important relationship with the press. Journalists can add weight to an article by quoting an analyst. An analyst will also watch key press such as the Financial Times, The Wall Street Journal and key national media, as well as key trade media for new ideas or independent information on companies and sectors. The growth of social media, particularly specialist blogs has also provided new sources of information and ideas for analysts.

The media

With the growth of financial markets particularly into new global markets such as BRIC (Brazil, Russia, India, China), the leading financial media such as the Financial Times and Wall Street Journal have transformed themselves in the range and scope of their coverage. Where once the Financial Times was the house newspaper for the City of London and The Wall Street Journal had a similar function on Wall Street, these have become powerful news organisations in the range and coverage of international news. They have also become increasingly confident and independent of financial markets about setting news agendas with the Financial Times running a famous series in 2009, the ‘Future of Capitalism’. Both have invested heavily in online coverage with innovative use of social media including video and bulletin boards. Both are key outlets for financial communications teams both in reporting key financial information and developments but also in helping set agendas.

A key outlet for financial information is Bloomberg via its terminal and Bloomberg TV. While the terminal will report key financial information, often before other media outlets, Bloomberg TV would be seen as an important outlet for interviews with Chief Executives at the announcement of important financial results such as full-year results. CNBC would also be seen as an important outlet for executive interviews along with Fox News in the USA.

As financial markets have become increasingly influential, coverage in leading national media in most major markets has also increased and produced notable commentators. So for example, Robert Peston (2009) from the BBC became the leading financial commentator, able to move markets and influence political opinion during the financial crisis of 2007–2009. Coverage in the City pages of the national newspapers would be a key target for the financial communications team.

Trade and Technical Media

While trade and technical media are not generally the target of financial communications, there are some media that are particularly influential in certain sectors and read by analysts and the market generally. These would be part of the media audience targeted by financial communications. Also within a corporate communications team, such key industry media would be targeted with awareness that stories and features may have the ability to influence the organisation’s reputation with financial markets among its target audiences.

Wire services

Wire services provide the starting point for the announcement of key financial information across financial markets that comply with European and US regulations on disclosure of price-sensitive information. The London Stock Exchange RNS service has become a popular service (London Stock Exchange 2010) feeding into other news wire services and specialist information networks such as Bloomberg. In the USA, Business Wire is a leading provider.

Private investor services

While Bloomberg and Reuters serve the information needs of professional markets in particular, there are a range of online sites serving the information needs of private investors. Many are subscription-only sites and have become a key source of information and trading for retail investors. Examples include Citywire and Morningstar.

Private client brokers

Less important than they used to be, private client brokers are still a feature of some global markets such as the USA. As well as the growing power of institutional investment, the growth of trading online has led to their role being disintermediated further with private clients able to now deal directly. Stockbrokers act for private individuals who have money to invest, buying and selling shares on their behalf. They can offer advice to clients, if asked, about which companies to invest in. A stockbroker’s opinion about a company will be influenced by what information is available, either through what is written in the press or if he/she has access to analysts’ research. Financial communications manages this relationship, through the provision of information and by arranging meetings between the stockbrokers and the company at appropriate times.

The retail investor

The small retail investor has become more sophisticated and more powerful. Website providers such as Morningstar and Citywire allow the retail investor access to levels of information similar to the larger institutional professional investors. Discussion in chat rooms has existed for many years where investors could share ideas and information, but now added to this there are also a growing number of financial blogs.

Regulatory Environment

The financial crisis of 2007–2008 resulted in moves towards more regulated markets – not just at a national level but also with growing international measures particularly in EU markets. The ideology that financial markets were efficient and rational and could regulate themselves was badly undermined (Turner 2009; Kaletsky 2010), resulting in further regulation which is still in the process of being developed. In fact, Jeremy Anderson, Chairman of Global Financial Services at KPMG, writing in ‘Evolving Bank Regulation’ in 2014, said ‘But as we look forward it becomes clear that the regulatory glass is only half full, some six and a half years after the financial crisis began in the summer of 2007. New regulatory initiatives continue to emerge, with no apparent reduction in frequency’ (KPMG 2014).

In fact regulation has become a growing feature of the financial communications process over the last 15 years. Legislation in the USA following the Enron collapse led to the Sarbanes-Oxley Act (2002) and was followed in Europe by the EU Transparency Directive 2004. The Transparency Directive, which was created as part of the harmonisation of the European Capital Markets, has implications for financial reporting and for shareholder disclosure. It was brought into the UK Companies Act 2006, and impacts on the regulatory environment for quoted companies.

Both measures placed greater requirements on disclosure of information particularly the need to inform all shareholders at the same time. This has resulted in much greater use of the company website for web casting of quarterly and annual results with ordinary investors able to watch and listen in as Chief Executives are questioned by leading City analysts from the major investment banks. Organisations such as the Financial Reporting Council have become important in providing best practice guidance to companies on financial reporting and corporate governance (UK Corporate Governance Code 2014).

The trend in all regulation is to ensure growing transparency and fair disclosure of information to protect investors in listed companies and to ensure the fair treatment of all. The rules specifically concern financial PR regarding the dissemination of information, in particular price-sensitive information. There is no strict definition of what price-sensitive information is, other than any information that the market does not know about, which if known would cause the share price of a company to move. Large deals, such as mergers, acquisitions or takeovers, must be disclosed to the market through one of the approved regulatory wire services such as the London Stock Exchange RNS.

Stock Market rules prior to the Financial Services and Markets Act 2000 were the responsibility of the London Stock Exchange. Since the Act, statutory powers have been given to the Financial Services Authority (FSA) and then post-2008 to the Financial Conduct Authority (FCA). The FCA is an independent non-governmental body that regulates UK financial markets.

Financial Communications

The aims of financial communications

The main purpose of financial PR is to ensure the share price of a company adequately reflects its value and to help the liquidity of its shares. It does this by using communications to manage the relationship between the listed company and its financial audiences, creating and maintaining awareness and understanding of the company.

Financial PR exists for companies listed on the stock market and for major private companies or institutions that need to communicate with professional financial audiences. A company needs to have ‘liquidity’ in its shares, i.e. sufficient shares traded to create a market. Investors can be discouraged from investing in stocks that are ‘illiquid’ as it may be difficult for them to sell at a later stage. Companies with little liquidity are more likely to have a lower share rating and volatile share-price movements, making buying and selling of their shares extremely difficult.

Communicating what exactly?

The City judges a company by its financial performance and its growth potential. Financial communications can help to communicate this through raising awareness of a company’s activities and business strategy and profiling its management. The communication also involves managing financial market expectations of a company. Investors will use the available information about a company to try and predict how it will perform in the future. For example, if financial markets using information given by a company predict a 20 per cent growth in profits and that company fails to meet the prediction, the result is disappointment. Disappointment may lead to investors selling their shares and may discourage other investors from buying, which would bring the share price down. Analysts rely on companies to provide clear information that allows them to make realistic predictions about a company’s future performance. New regulations have encouraged businesses to be much more careful and cautious about future forecasts.

When to communicate

All listed companies have what is known as the financial calendar, consisting of preliminary results, publication of the annual report, half-yearly results and an annual general meeting (AGM). In the USA quarterly reporting is also standard. These are the times the listed company is legally obliged to disclose its financial performance. These announcements also provide an opportunity to build strong relationships with financial audiences.

Financial reporting

When a company reports full-year figures, the statement is referred to as its preliminary results; it is a shortened version of the annual report. The hard copy of the annual report is produced subsequently, but must reach shareholders not more than four months following the company’s year end. A company is also required to report its half-yearly figures in the same way and a smaller hard copy report is produced for shareholders that must also reach them within four months of the half-year end. From January 2007, companies have also had to make interim management statements that give a description of any material events or transactions that have taken place during the reporting period. These announcements are made to the market via one of the approved regulatory wire services.

Commonly at the preliminary results and the half-yearly results, meetings are held with major investors, usually institutions, and also with analysts and the media. These meetings are webcast ensuring that all information is available to all investors at the same time.

The presentation of results is key to creating understanding. Little notice will be taken of a badly written, uninformative chairman’s statement or presentation. The chairman’s statement must contain everything the company wishes to convey to its financial audiences, as all information for subsequent press releases and presentations must come from this. One of the main roles of financial PR is to assist in the writing of the chairman’s statement and presentation, ensuring that the key messages are communicated effectively. Ahead of the announcement, Q&As should be prepared to ensure the consistency of information given.

A few days following the results, feedback is obtained from analysts who follow the company and who attended the analysts’ briefing. This provides valuable information on how a company is being perceived and can help inform the communications strategy.

The annual report

All listed companies are legally required to produce an annual report for their shareholders within four months of their financial year end and 21 days before the AGM. The UKLA Sourcebook contains a list of items that must be included, which refer in the main to the disclosure of the financial accounts and significant corporate or business activity for the year just ended. The annual report also provides the company with an important communication tool. Shareholders, the media and analysts will refer to it throughout the year. It is a marketing tool and can be used to introduce the business not only to potential investors, but also to potential customers.

The AGM

The AGM is a legally required meeting, held after the financial year end for shareholders. This is the only formal opportunity for smaller investors to meet the company’s management face to face and to ask them direct questions. The AGM’s purpose is to seek approval for the resolutions set out in the annual report, to re-elect the company’s directors and auditors and for the annual report to be formally accepted.

The event varies from company to company. Small companies can have as few as two or three investors attend, while large companies could have hundreds. The AGM is an opportunity to communicate and deepen understanding, but not all companies capitalise on the advantages of meeting their main audiences face to face.

Any price-sensitive information given out at the AGM must either be announced prior to the AGM or be simultaneously announced to the market.

The location varies and is dependent upon the location of the company’s head office and the number of shareholders expected to attend. A company that produces an interesting or clever product could hold its meeting close to the factory and give shareholders the opportunity to visit the site, to bring about a better understanding of its activities.

Communicating Outside the Financial Calendar

Activities outside of the calendar might include analysts’ site visits to see the operations of the company. This can help create a greater understanding about a company and allows analysts to get a better feel for how the company works and also provide an opportunity to meet the management below board level. There may also be meetings with private client brokers if a company has a large number of private investors on its register, or, if it would like to have more. A company always has to exercise extreme care when hosting visits and meetings not to disclose any information other than what is already in the public domain.

Communicating during Transactions

Flotations

An Initial Public Offering (IPO) or flotation, is when a private company goes public and becomes listed. The process involves finding investors to buy the shares when they are first traded on a named day. In this situation, financial PR and IR work very closely together. The private company will appoint a nominated broker and a corporate financier who are responsible for the technicalities of the float and also for marketing the company to large institutional investors. It is the role of financial PR practitioners to support the IR role by raising awareness and creating understanding in the City about the company. This is achieved through gaining appropriate media exposure and through private client broker and analyst briefings. Typically a major financial PR consultancy will be retained and will play a key role in this process.

Mergers and acquisitions

Globalisation and the search for increasing profits continue to be the key drivers behind mergers and acquisitions. Financial markets expect that most listed companies will at some point complete a merger or acquisition as part of a growth strategy. Financial PR helps manage the City’s expectations about the nature and timing of a likely deal. A company may do this by making reference to its acquisition strategy at the time of its results. However, confidentiality and UKLA rules on shareholder information restrict what can be said outside a formal announcement.

Many large mergers or acquisitions may require money to be raised on the market through the issue of new shares and may also need the permission of shareholders. The company’s broker and other advisers will prepare a legal offer document for shareholders setting out all details of the deal. This will be sent directly to shareholders who are asked to vote either by proxy or by attending an extraordinary general meeting (EGM). In most cases, shareholders must have the ‘offer document’ no fewer than 21 days before the EGM so they have adequate time to analyse and assess the deal.

The role of financial PR in these transactions is twofold: to encourage shareholders to vote in favour of the proposed deal, and to encourage new and existing investors to buy the new shares issued through raised awareness of the deal. Ahead of the document being posted, an announcement (a summary of the legal offer document) is prepared for issue via one of the approved regulatory wire services. On this, the City will base its first opinions. Press and analyst briefings will be arranged on the day of the announcement. Briefing meetings help to create a deeper understanding of a deal, ensuring accurate comment in the financial press and a positive reaction from analysts.

Hostile takeovers

When a listed company tries to take over another one without the agreement of that company’s board, it is a hostile bid. One of the most famous hostile bids was when Granada took over Forte in 1997. The aim of the financial PR and investor relations in this situation was to persuade Forte’s shareholders that they would be better off if the company was bought by Granada. Forte’s board were not prepared to sell the company to Granada and so Granada had to communicate directly, and indirectly through the media, with shareholders to persuade them to vote against the board of Forte, allowing the sale to take place.

The PR programme ahead of Granada’s announcement ran for two years, with financial PR and investor relations working hand in hand. Granada, long before it approached Forte, ensured it had good communications with its own shareholders and with third-party audiences, such as press and analysts, and made clear that its strategy for growth was to be by acquisition. Forte, however, had a record of poor communication with its investors. Granada successfully took over Forte and the deal demonstrated the importance of good communication. Sadly the takeover was not a success and resulted in significant destruction in value for Granada shareholders who continued to hold its shares.

A more recent takeover that was also hostile until the final stages was Kraft’s takeover of Cadbury, a famous British consumer brand. The takeover was controversial for the role of hedge funds in the takeover and also for claims made in the takeover document about saving a Cadbury’s factory near Bristol which were later retracted and the factory closed.

Each hostile bid is unique and complicated. Financial PR and investor relations programmes are tailored accordingly, but as a general guide, if working to fight off a hostile takeover the company’s shareholders must vote to reject the other company’s offer, so the focus of financial PR would be to persuade shareholders to this effect. When working to take over another company via hostile means, financial PR needs to persuade the target company’s shareholders with the argument and rationale to convince them they would be better off voting to agree the takeover. The activities of all parties involved are closely governed by the Takeover Code.

Ongoing Communication

The investor relations section of the company website

The immediacy and depth of investor relations information that is available to all investors has been transformed in recent years by the Investor Relations part of company websites. These are now extensive productions with detailed presentations on all activities of the organisation. A key feature of these sites is that they include a wide range of webcasts and presentations. They also have a range of features allowing investors to be kept up to date with new announcements via RSS feeds and email alerts. The Investor Relations Society and NIRI run competitions each year for the best Investor Relations site on a company website, allowing best practice to be observed.

Evaluation

The main measure of financial communications is share price, particularly in relationship to its peer group. If similar companies in a sector such as IT are on a particular price/earning band, then the share price of the company would be expected to perform to a similar level or better. In the recent financial crisis when share prices for nearly all companies slumped by 20–30 per cent, this approach would allow a sensible evaluation of work undertaken.

Investor relations has developed a wide range of metrics to evaluate performance based on a strong understanding of the share ownership structure. If a company, for example, was making a major long-term move into the Asian market, it might also seek to develop investors from the region to have a better balance of international investment in its shares and debt products.

However, experienced investors will also explore a wider range of metrics to judge the growth of a company not just the share price. For example, companies such as Google highlight the number of PhDs working for it as a sign of its human resource capacity for future development.

Future Issues

The following are a number of issues, some inter-connected, facing financial communications in the years ahead. Many relate to the implications of the finan cial crisis of 2007–2009 and the potential impact on financial communications practice.

Sustainability not profitability?

Professor Michael Porter in the Harvard Business Review (2010), famous for his works on competitive strategy and industrial clusters called for business to reconnect with society and seek ‘shared value’ not short-term profits. His opening lines leave no room for doubt: ‘The capitalist system is under siege. In recent years business increasingly has been viewed as a major cause of social, environmental, and economic problems. Companies are widely perceived to be prospering at the expense of the broader community.’ Along similar lines, the concept of ‘stewardship’ was prominent in the Walker report on corporate governance following the bank crisis (UK Treasury 2009). In the Stockholm Accords, a global mission statement and agenda for the PR industry, launched in 2010, organisational sustainability and stakeholder governance are two key agendas for PR practitioners (Global Alliance 2010).

All these agendas are arguing that an organisation has a wider remit than just shareholders. It could be argued that these are all a development of ideas based round the concept of stakeholders rather than shareholders which have become increasingly current over the last 20 years. However, financial communications and investor relations have fundamentally been about putting the shareholder or capital markets agenda at the top of its priorities. What are the implications for its practice as wider sustainability agendas become more widely adopted – if they are adopted?

Controlling agendas

A number of commentators including senior politicians and media as well as recent research by LSE academic Dr Damian Tambini (2008) highlighted the unhelpful role of financial PR in the 2007–2009 financial crisis. The criticism levelled against financial PR was the attempt to control information and access to senior management by the media. This was not a growing trend but according to earlier research by Davis (2006: 9) was a fact of life for City financial journalists from the 1980s.

Davis draws on this earlier research in his book, The Mediation of Power (2007), where he examines the role of ‘elite power’ groups such as the City of London and its ability to set political and media agendas. His premise would be that financial communications and the role of the key financial communication consultancies such as Brunswick, Financial Dynamics, Finsbury, Maitland and Citigate have played a key role in promoting and defending the ‘elite power’ held by financial markets. In particular he notes, ‘When conducting interviews it became apparent that a substantial proportion of corporate communication time is indeed taken up with blocking journalists and stifling negative coverage.’ (Davis 2007: 61).

Clearly the level of control over information concerned the regulatory authorities and the International Monetary Fund commissioned research on the role of lobbying by sub-prime mortgage companies in the USA (Igan et al. 2009). In its opening remarks it says: ‘anecdotal evidence suggests that political influences of the financial industry contributed to the 2007 mortgage crisis, which in the fall of 2008, generalised in the worst bout of financial instability since the Great Depression.’

The attempted control of communications by organisations using an asymmetrical or one-way messaging approach to communications has been well described by Grunig and Hunt (1984) in the four-part model of communications. However, this is seen by modern PR practitioners as an old-fashioned approach to PR and is not regarded as feasible particularly with the growth of social media. It is worth speculating why in financial communications, the use of one-way communications seems particularly strong compared with other areas of PR activity and whether this is or was a passing phase. Certainly the power and influence of financial markets and the power and influence of the major financial communications consultancies must be a factor.

In contrast to media relations, investor relations has a professional code that has always encouraged a symmetrical approach to communications, a feature that they would contrast with financial media relations. It may be significant that recent research in the USA suggests a symmetrical model of communications adopted by the investor relations function within an organisation (Kelly et al. 2010) is more effective. Certainly modern regulations with strong agendas around transparency and disclosure and dealing with a highly knowledgeable stakeholder community with major shareholders encourages a relationship focus to communications, based around symmetrical communications.

Western financial markets have suffered considerable loss of prestige and influence as a result of the crash, which is being rebuilt, and it will be interesting to see how financial communications responds and develops in a more sceptical and questioning environment, with greater political influence and greater use of social media.

The impact of social media in financial markets

The financial crisis of 2007–2008 also coincided with the growth of social media such as Twitter, Facebook, YouTube, blogs on news sites and forum-type features on main news sites. It was the first financial crash where the voices of many could be heard and sampled, leading to a great outpouring of comment – informed and otherwise – on financial markets for the first time. Certainly social media has enhanced the listening function of financial communications, bringing additional insight and understanding of the market into the organisation.

Communicating with millennials and generation Z

A major new area of opportunity for financial communications is the challenges posed to the financial sector by communicating with millennials and generation Z. Research (PWC 2014; Accenture 2015; Edelman 2015) has shown that young people are particularly affected by a general lack of trust in banking and financial services which has impacted the sector in recent years. However, millennials also have the most confidence in e-commerce and other technological developments impacting the financial sector. So for the banking and financial sector, millennials and generation Z represent a particular challenge as they are most open about the new entrants seeking to enter the industry.

Many of the new entrants into financial services are coming from the tech sector which is currently the most trusted, particularly among millennials and generation Z. The digitisation of banking and financial services, with Apple Pay just the latest development, has highlighted that banking and financial services is at the forefront of consumer services being impacted by technology and opening up the market for new entrants. Peter Neufeld, digital director of financial services at consultancy EY has been quoted (in Banking Technology) as saying that young people would feel comfortable paying their salary into a bank account owned by Google or Apple even if older demographics would resist such change.

The importance of millennial and generation Z customers is resulting in major expansion by the financial sector in communications activity targeted at younger age groups. Use of social media by companies such as Paypal, JP Morgan and UBS has attracted a significant following for the sector but this has been supported by further content developments. ANZ (Australia and New Zealand Banking Group) with its BlueNotes (www.bluenotes.anz.com) content rich site has attracted considerable interest as a new form of corporate website. This offers a very different vision of a traditional financial institution website with a range of content relevant for social media and engagement with customers and stakeholders.

In an interview in Brunswick Review, Paul Edwards, Communications Head at ANZ says:

There is a limited audience out there for a daily diet of ANZ-focused material. Right now, about 80 percent of our content is about the world outside our walls and 20 percent about ourselves. All our content is formed around large-topic pillars: the ‘Asian century,’ the economy, management and leadership, diversity, sustainability.

(Brunswick Review 2015, p. 71)

This approach links in to the growing influence of ‘owned’ channels as part of the communications mix (PESO; paid, earned, social and owned) highlighted by the 2015 European Communication Monitor (2015: 17).

Methodology of investor relations undermined?

A number of commentators including Lord Turner, Head of the FSA (2009) and more recently Anatole Kaletsky (2010: 176) have questioned the role of market efficiency and the concept of the rational market. Both financial PR and in particular investors relations can be seen as a product of the ‘efficient market hypothesis’ which has been the dominant methodology behind the growth of financial markets and financial products over the last 30 years. The ‘efficient market hypothesis’ says that markets are inherently competitive, efficient and rational, and the price of an asset or share price fully reflects the information available. In this context, the role of financial communications in general can be seen as assisting market professionals in the efficient working of markets by providing information, admittedly from the company’s perspective, to enhance market efficiency.

Economists such as Keynes and Hayek, in contrast, took the view that financial markets were inherently unstable and were prey to ‘mood swings, herd instinct, self-reinforcing momentum trading, and other positive feedbacks in financial markets’ (Kaletsky 2010: 176). Works such as The Black Swan by Nicholas Taleb (2007) have also critiqued the use of normal probability distribution in financial markets and the way it became an important foundation for many mathematical models underpinning the ‘efficient market hypothesis’.

The impact of this questioning and loss of confidence in traditional approaches to markets and market making may be short lived as markets settle down. However the primacy and influence of ideas from financial markets has been questioned and disturbed for the first time in a generation and the implications will not likely be settled or apparent except over the medium term.

It is noticeable that this questioning of the shareholder model as currently existing is being questioned more closely and by leading economists. For example, Andy Haldane, Chief Economist of the Bank of England has questioned the level of dividends. He noted that in 1970 only £10 of profits were paid out in dividends, today the figure is nearer £70. This is now seen as having an impact on slowing investment and productivity in many key markets (Arthurs 2015). This same agenda of concern over the power of shareholder capitalism is being picked up by Hilary Clinton in her US Presidential campaign (Luce 2015).

This growing focus on wider stakeholder agendas, however, does fit well with the new focus of the financial communications function which has positioned itself as a key discipline within an overall corporate and strategic communications focus.

C@se Study

Kraft Takeover of Cadbury

The takeover in January 2010 of the iconic British chocolate brand and manufacturer, Cadbury, by the US global food processing company Kraft provides an interesting case study of the range of communication issues that can be triggered by a large takeover battle (mergers and acquisitions, M&A). It also highlights how wider stakeholder influences have and are becoming an increasingly important influence on financial communications particularly with hostile mergers and acquisitions.

Cadbury was a famous name in British industrial history and consumer culture. Formed by a Quaker family in Birmingham in the 1820s (Guthrie and Kuchler 2010), the Cadbury family were pioneers in corporate governance in Victorian times creating an industrial, leisure and domestic environment in Bournville, Birmingham, which was famous for its care of employees. Although, as the Financial Times reported (Guthrie and Kuchler 2010), the company had moved away from these roots particularly after it floated in 1960 and more recently adopted a strongly shareholder agenda as the family ceased to be involved from 2000 onwards with global expansion and increased manufacture outside the UK. Kraft’s origins were more recent (1920s) and mergers and acquisitions were part of its organisational strategy from its earliest days taking it from dairy products including the famous Kraft cheese into the world’s ‘second largest food company with annual revenues of $48bn’ (Kraft 2009).

In September 2009, Kraft made an opening indicative offer of £10.2 billion based on a 745p-a-share takeover offer that included both a cash and share composition. The offer was seen as the opening gambit by Kraft in a longer takeover approach. Irene Rosenfield, the CEO of Kraft was quoted in the Financial Times (Wiggins 2009) referring to Cadbury as ‘a portfolio of beloved iconic brands with a very strong heritage’. Highlighting that Cadbury management was also like Kraft driven by a shareholder approach, the Financial Times said that management hoped that the Kraft bid would lead to other bids for the company. This immediately alerted Kraft and its advisors that the Board and management were not going to broaden the defence into the political arena, drawing on Cadbury’s significance in British industrial history, but were purely going to be driven by getting the best price possible for the company.

UK takeover rules require bidding companies to formalise the process of making a bid from an initial indicative and discussion process. This is called the ‘put-up or shut-up regime’ and does not allow firms to destabilise the market in a quoted company for long, before it must make a formal offer, otherwise it is banned from making an offer for a period of six months. Kraft made a formal, unsolicited bid only four hours before the deadline where it would have had to leave Cadbury alone for six months on 9 November 2009. The offer was 300p per share plus 0.259 Kraft shares per Cadbury share equal to 717p per share. The Financial Times reported that Kraft had raised $9 billion in loan finance from nine banks to help fund the takeover. The offer was seen as applying further pressure on Cadbury to get round the table and agree a figure.

Commenting on the publication of the offer documentation in December 2009, the Chairman and CEO of Kraft Foods, Irene B. Rosenfeld, said:

We remain confident that the unique combination of Kraft Foods and Cadbury would create a significant growth opportunity for both businesses. That’s why we believe this Offer is in the best interest of both companies’ shareholders. Our Offer is fully financed, represents a substantial premium to Cadbury’s unaffected share price and provides both immediate value certainty and meaningful longer-term upside potential.

(Kraft, Investor Relations, offer document, 2009)

In December, Kraft raised its offer to 360p in cash. In December and then again in early January 2010, the Cadbury defence team responded to the Kraft bid calling it derisory. Todd Stitzer, CEO of Cadbury said ‘We are delivering now and don’t need to be subsumed into a lumbering corporate monolith’ (Jones 2010).

Within a week, the papers were reporting that the takeover was nearing conclusion and that Cadbury and Kraft were round the table discussing the terms of the takeover. On 19 January both sides agreed terms based on 500p per share in cash plus 0.1874 Kraft shares valuing Cadbury at £11.6 billion. The Chairman of Cadbury was able to announce that he had achieved a good price for shareholders, highlighting that the shareholder focus was key for Cadbury’s Board.

A year later, he fought back at the criticisms about selling not just a British company but a famous British brand. He said: ‘It wasn’t a family business and it wasn’t very British. The brands were loved all over the world, but the company was pretty much unloved by investors, particularly those in the United Kingdom.’ He pointed out that just 28 per cent of shares were British before the takeover began, with 49 per cent owned by US investors (Bow 2010).

However, his comments can be seen in the context of the heated communication issues that developed after the takeover, particularly over promises made during the takeover and for events afterwards. Kraft had promised to keep open a Cadbury factory near Bristol that was due to close under Cadbury. However, following the takeover it changed its decision. This led to major criticism in the media and questions in Parliament. It also led to a censure by the UK Takeover Panel in May 2010, the first censure of a company in three years. The Chief Executive of Kraft refused to speak in front of a Parliamentary committee on the takeover but sent her deputy. In the same month, the Financial Times reported that the new combined company was losing a number of key staff as a result of the takeover. In January 2011, 12 months after the takeover, in a major retrospective piece, the Financial Times questioned the success of the takeover. ‘More than one former employee points to the “Orwellian” feel of Cadbury under Kraft’ (Lucas 2011), highlighting the problem of large mergers and acquisitions bringing two strong corporate cultures under one roof.

The Kraft takeover of Cadbury has generated more negative publicity than any recent acquisition. Both companies and management with strong shareholder agendas seem particularly ill-tuned to understand the wider stakeholder agendas that are increasingly part of large takeovers and Kraft as a brand is widely perceived to have suffered reputational damage as a consequence, even if only in the short term.

Those who questioned the takeover were proved correct as Kraft subsequently split into two global operations, Kraft and Mondelez that includes Cadbury. Recently there have been comments in the media that the quality of Cadbury’s chocolate has declined as it has moved towards a global standard in its chocolate, highlighting the move away from its famous origins.

Acknowledgements

The author would like to thank the major contribution to the text made by Keeley Clarke.

Questions for Discussion

  • 1 What was Kraft’s opening bid for Cadbury and its successful final bid? What was the composition of the final offer?
  • 2 Analyse what impact communicating detailed financial data has on the communications narrative.
  • 3 What was Cadbury’s main bid defence to the offer?
  • 4 What was Kraft’s main reason for bidding?
  • 5 Do you think financial communications employs asymmetrical or symmetrical communications in mergers and acquisitions? Give examples to support your argument.
  • 6 Analyse the Kraft takeover of Cadbury in a shareholder and stakeholder perspective and its influence on communications strategy. Are stakeholder perspectives becoming more important in communications around takeover bids?
  • 7 Evaluate the role taken by senior management of both companies and their role in communications.
  • 8 Which company had a more effective communications strategy?
  • 9 What role did small shareholders play in the takeover and were any communications directed towards them?
  • 10 Evaluate some of the communications problems that have remained from the takeover. What lessons are there for financial communications generally in the future from the overall result of this takeover and eventual split?

A Selection of Relevant Websites

AMO www.amo-global.com/

Brunswick www.brunswickgroup.com/index.aspx

EU Single Market http://ec.europa.eu/internal_market/finances/index_en.htm

FSA – Financial Services Authority (UK) www.fsa.gov.uk/

EU Transparency Directive www.fsa.gov.uk/pages/About/What/International/td/index.shtmlwww.pwc.com/gx/en/ifrs-reporting/pdf/transparency.pdf

Finsbury www.finsbury.com/

Investor Relations Society www.ir-soc.org.uk/

Maitland www.maitland.co.uk/

NIRI – National Investor Relations Institute (USA) www.niri.org/

London Stock Exchange. www.londonstockexchange.com/home/homepage.htm

London Stock Exchange – A practical guide to investor relations www.londonstockexchange.com/home/ir-apracticalguide.pdf

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