Voici un article très pertinent sur l’étude du processus d’implication (engagement) entre les actionnaires institutionnels et les conseils d’administration des sociétés cotées. L’auteur de l’article, John Mellor, est le fondateur de la Foundation for Governance Research and Education (FGRE), une OBNL dont la mission est de développer les meilleures pratiques et les plus hauts standards d’éthique dans le domaine du leadership en gouvernance.
L’article décrit très bien les caractéristiques de « l’engagement » entre les parties, montre en quoi cet engagement est important, propose une nouvelle approche pour susciter l’implication des investisseurs à long terme, et met l’accent sur les incitatifs nécessaires à adopter pour accroître l’efficacité des pratiques d’engagement.
Nous reproduisons ici la teneur de cette publication. Bonne lecture. Quelles sont vos impressions de cette approche ?
Engagement incorporating constructive and challenging dialogue, based on trust and mutual respect between institutional shareholders and company boards, should be an integral part of stewardship. However, such engagement does not apply or is not relevant to all investment funds.
Investment funds cover a range from long-only funds to shorter term, e.g. hedge funds, high frequency trading funds. Investment strategies reflect the nature of the fund and for many, engagement is not a relevant activity. This applies particularly to those with a short term investment focus. As a guide, this may be set at no more than one or, at most, two years.
Contemporary practice of engagement indicates that it falls broadly into two categories – reactive engagement and pro-active engagement:
Reactive engagement, meaning reacting to events, is the practice most commonly observed amongst institutional shareholders.
Pro-active engagement may have one or other of two objectives.
Engagement over a limited period of time with the sole objective of driving up the company share price in the short term with a view to selling out and capturing the capital gain. This is the practice most commonly employed by so-called ‘activist’ shareholders.
Engagement with the objective of company long-term value creation. This engagement is described in 1. above and, as a result of supporting the increase in company value over the long-term, aims to benefit the economy and provide sustainable returns for investors and, ultimately, savers. This engagement is, therefore, necessarily linked into a long-term investment strategy.
Effective engagement takes place in private (rather than in public) and through shareholders acting collaboratively, usually over an extended period of time.
Samsung Electronics’ 44th Annual General Shareholders’ Meeting (Photo credit: samsungtomorrow)
Why this engagement matters
It has already been stated above that engagement linked into a long-term investment strategy has implications for the economy and savers, but the crucial point must surely be that sustained economic growth and efficient allocation of capital will not happen without it. Investment in research and development and in new industries with global growth potential, which our nation requires, is dependent upon a sustained and pragmatic relationship between capital and business. This requires a long-term investment approach and constructive engagement between the parties.
Engagement and holding company boards accountable
Engagement with boards is part of the process of holding company directors accountable and, therefore, an integral part of the corporate governance framework. It is regarded as an ingredient to the maintenance of the ‘comply or explain’ regime which underpins the UK Corporate Governance Code. Important though this is, it is ancillary to the main reason explained above of why constructive engagement over the long-term matters.
The economic case for engagement
By the very nature of the engagement which is the focus of this Paper, increase in company and investment value can only be realised over the long-term. It is, therefore, not surprising that sufficient robust evidence has yet to be accumulated to make the economic case. What evidence exists relates mainly to activist investors, such as hedge funds and focus funds, with a pro-active short-term focus on driving up the share price and selling out to realise the capital gain.
A new approach to engagement for long-only investors
This Paper is focussed upon engagement which rests on constructive and challenging dialogue between institutional shareholders and company boards, with a view to building trust and mutual respect between the parties, and with the all-important purpose of enhancing and sustaining company value to benefit the economy and savers. Necessarily, this conforms to the interest of long-only investment funds, those with a long-term perspective on investment. Specifically:
A more holistic approach to engagement needs to be adopted by aligning the dialogue more closely with the duties of directors as expressed in Section 172(1) of the Companies Act 2006, which binds directors to promote the success of the company for the benefit of its members as a whole and, in particular, to have regard to likely consequences in the long-term of any decision.
In line with adoption of the more holistic approach, long-only investors should also take into account the capital structure and needs (equity and debt) of the company as a basis for engagement.
With a view to a more effective holistic approach to engagement, organisations should synchronise the engagement activities and practices of equity and debt (bond) fund managers.
Review of incentives
Without meaningful incentives the quality and effectiveness of engagement practice is unlikely to make significant progress. To counter asset owner inertia, and with a view to winning investment business, asset managers should devise attractive long-only investment products which incorporate engagement. These products would be structured based upon intrinsic rather than relative value models, and would, therefore, differentiate these providers from the present mass of asset managers whose offerings are structured based upon relative performance criteria.
The limitation of quarterly reporting (already a Government action) should aid a shift in thinking from the short to a longer term view of fund performance, which in turn should encourage a longer term perspective on the part of asset owners.
To encourage long-term holding of shares, a variety of incentives have over time been proposed, and remain under consideration with typically firm views for and against. Perhaps some form of tax incentive holds the greater promise, for example, that which distinguishes between short and long-term investment with the former attracting a higher rate of income tax and the latter a lower rate of capital gains tax.
Recommendations for next steps
Asset managers should:
Review what lessons for fund managers might be drawn from comparing the engagement practice of holders of private and public debt (bonds)
Explore the practical implications of more synchronisation between equity and debt (bonds) analysis and engagement
Review and take into account any differences in approach to engagement for different sectors, e.g. capital goods, consumer goods, utilities, resource companies, financial services
Give serious consideration, in the light of the above, to resourcing for engagement and, in particular, the level of skills required and the implications for training and development.
Business School education, particularly at post-graduate and executive levels, has a crucial role to play in changing culture and mind sets to value the importance of constructive engagement between capital and business and a long-term investment approach. Programmes and courses should be redesigned to meet the need for change.
A data bank on the performance of selected long-only funds, adopting the approach to engagement advocated above, should be constructed with a view to collecting records over a sufficiently long period of time (up to 10 years) to provide evidence to demonstrate the economic value of constructive engagement.
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* Dr John Mellor, is FGRE’s Founder and Director of Research. A former international banker with Citigroup, he has written and lectured extensively on governance. He is a former NatWest Visiting Senior Fellow in Corporate Leadership at the University of Exeter and Visiting Professor in Governance at the University of the West of England from 2003 to 2012.
Articles reliés au thème de l’engagement des investisseurs :
L’une des plus importantes compétences et responsabilités d’un PCD est de connaître les fondements de la culture de son organisation et de s’assurer d’en faire un des éléments-clés de sa gestion.
L’article ci-dessous, publié par Jon Katzenbach and DeAnne Aguirre dans la revuestrategy+business de la firme de consultation Booz & Companyest vraiment très utile pour explorer les multiples facettes de la culture des organisations. Pourquoi ? Parce que, bien qu’assez difficile à appréhender, elle demeure le ressort le plus puissant de la performance des entreprises.
L’article présente plusieurs témoignages à cet effet, avec en prime, une petite vidéo de Douglas Conant, CEO de Campbell Soup qui nous explique comment entrer en relation avec les employés en mettant une paire de souliers de course.
Comme moi, vous serez sûrement fascinés par la lecture de cet article. Bonne lecture. Qu’en pensez-vous ?
It is striking to see how many chief executives see their most important responsibility as being the leader of the company’s culture. According to Ginni Rometty, CEO of IBM, “Culture is your company’s number one asset.” Her counterpart at Microsoft, Steve Ballmer, has said, “Everything I do is a reinforcement or not of what we want to have happen culturally.” In another typical remark from the C-suite, Starbucks Corporation CEO Howard Schultz has written that “so much of what Starbucks achieved was because of [its employees] and the culture they fostered.” Researchers such as former Harvard Business School professors John Kotter and James Heskett have also found consistent correlation between robust, engaged cultures and high-performance business results (as described in their book, Corporate Culture and Performance [Free Press, 1992]). But most business leaders don’t need that evidence; they’ve seen plenty of correlation in their own workplace every day.
Organizational Learning Culture Mind Map (Photo credit: kvalunas)
Recognizing the importance of culture in business is not the same thing as being an effective cultural chief executive. The CEO is the most visible leader in a company. His or her direct engagement in all facets of the company’s culture can make an enormous difference, not just in how people feel about the company, but in how they perform. Schultz described the CEO’s role this way in his book Onward: How Starbucks Fought for Its Life without Losing Its Soul (Rodale Books, 2012): “Like crafting the perfect cup of coffee, creating an engaging, respectful, trusting workplace culture is not the result of any one thing. It’s a combination of intent, process, and heart, a trio that must constantly be fine-tuned.”
A company’s culture is the collection of self-sustaining patterns of behaving, feeling, thinking, and believing, the patterns that determine “the way we do things around here.” At its best, an organization’s culture is an immense source of value. It enables, energizes, and enhances its employees and thus fosters ongoing high performance. At its worst, the culture can be a drag on productivity and emotional commitment, undermining long-term success. Most companies are so large and complex that the culture acts in both ways at once. Indeed, the culture of a large company is typically made up of several interwoven subcultures, all affecting and responding to one another.
Articles en lien avec le sujet de la culture organisationnelle :
Gouvernance | Jacques Grisé 