Literature review and two-dimensional model

ables an examination of changes over time. The paper is organised as follows: Section 2 re- views the literature relating to investor relations in general and to investor relations meetings in par- ticular and develops a dynamic two-dimensional model placing investor relations in context in the capital markets. In Section 3 this model is used to derive the research questions. Section 4 discusses the research approach taken in this project in order to collect data about investor relations meetings. In Section 5 the results relating to the individual re- search questions are presented, discussed and analysed. Section 6 contains a discussion and con- clusions.

2. Literature review and two-dimensional model

This review considers research into investor rela- tions paying particular reference to the establish- ment of a theoretical framework within the disciplines of accountancy and finance broadly defined. The theoretical framework is delineated by a two-dimensional model see Figure 1 draw- ing on insights from the literature. 2.1. The company’s disclosure position and drivers of change Investor relations is a multi-disciplinary man- agement function but one main theoretical ap- proach for studying the subject has been disclosure theory. In this approach, investor relations is viewed as a method or type of disclosure. Disclosure theory research has differentiated be- tween mandated and voluntary disclosures. Healy and Palepu 2001 identified six hypotheses relat- ing to managers’ voluntary disclosure decisions: the capital markets transactioncost of capital hy- pothesis, the corporate control contest hypothesis, the stock compensation hypothesis, the litigation cost hypothesis, the management talent signalling hypothesis and the proprietary cost hypothesis. All of the above hypotheses have implications for the investor relations function. Investor relations as an activity is voluntary although much of the content of the disclosure is based on mandatory disclo- sures. Voluntary disclosure of additional non- mandatory information via the investor relations function has been increasingly constrained by regulations on the disclosure of price sensitive in- formation. However, once non-mandatory infor- mation has been disclosed to the market it may be discussed and explained via the investor relations function. A corporate disclosure strategy Figure 1, Box 1 see Lev, 1992 and Eccles and Mavrinac, 1995 may involve the establishment and upgrading of the investor relations function Box 2. Healy and Palepu 2001 discuss the importance of the credibility of voluntary disclosure. If disclo- sures are credible they will have market outcomes Box 4 and an effect on variables such as stock price and may lead to analysts’ forecast revisions and increased accuracy of forecasts. A competent professional investor relations function may be used to enhance the credibility of company disclo- sure. A framework for the management of corporate disclosure was developed by Gibbins et al. 1990. Their findings indicated that a firm’s readiness to disclose is a function of its developed ‘disclosure position’ Box 1. This can be considered in terms of ‘ritualism’, ‘opportunism’ and ‘antecedents’. Ritualism is defined as a relatively stable prefer- ence for the way disclosure is managed so firms tend to adhere to prescribed norms of disclosure. Opportunism is the propensity to seek firm specif- ic advantages in the disclosure of information. Internal antecedents include the firm’s history of disclosure, corporate strategy and corporate poli- tics. External antecedents include rules, industry norms and market position of the firm. Variables related to opportunism and antecedents change over time and act as change drivers. Self-seeking behaviour by managers is also an issue affecting the disclosure position. Hong and Huang 2005 employed mathematical modelling to show that insiders invest resources in investor relations not necessarily to improve the share price, but to enhance the liquidity of their own block of shares. Building on the disclosure literature and taking a qualitative grounded theory approach, Holland 2004 investigated the demand and supply side determinants of the disclosure agenda and estab- lished the central role of the value-creation ‘story’ in disclosure. The investor relations function can assist in crafting this story. Rao and Sivakumar 1999 considered investor relations from the standpoint of institutional theo- ry. They noted the ‘boundary spanning’ nature of investor relations and traced the rise of investor re- lations in the 1980s. They suggested that ‘coercive pressures’ from the investor rights movement would lead to the establishment of investor rela- tions departments in US firms. Additionally pres- sures from financial analysts acting as professionals and watchdogs were expected to in- fluence investor relations department formation Figure 1, link between Box 1 and 2. ‘Mimetic in- fluences’ were also expected to lead to the estab- lishment of investor relations departments. ‘Board interlocks’ with prior adopters of investor relations departments and the number of adopters within the firm’s industry were considered likely to lead to adoption of an investor relations department. Empirical testing of their model gave support to their hypotheses Table 1. 22 ACCOUNTING AND BUSINESS RESEARCH Downloaded by [Universitas Dian Nuswantoro], [Ririh Dian Pratiwi SE Msi] at 21:02 29 September 2013 V ol . 38 N o. 1. 2008 23 Figure 1 The Investor Relations Function in context coercive and mimetic forces 1. Company-side a Disclosure position and b Change drivers • Disclosure IR strategy • Ritualism • Opportunism • Antecedents What are the perceptions of managers and have they changed over time? 2. IR Function • How? methods used • How much? level of activity: no. of one-to-ones • Any changes over time? 3. Disclosure action and behaviour in markets • What disclosures? • Credibility • Value creation • Complex information disclosures 4. Market outcomes • Analyst following • Company manager reputation What are managers’ perceptions of market outcomes? 5.Market-side a disclosure demands and b change drivers • Globalisation • Institutional foreign ownership • Regulation 6. Market feedback and company learning about IR Function, actions, behaviour. Feedback in meetings, records of meetings 24 A CCO U N T IN G A N D BU SIN E SS RE SE A RCH Table 1 Explanatory variables used in explaining IR actions and disclosure levels Authors Marston Lang Tasker Frankel et al. Rao Gelb 2000 Bushee et al. 1993 Lundholm 1998 1999 Sivakumar 2003 1993 1999 Dependent variables Various IR disclosure Conference Conference Adoption of IR disclosure Real time open calls calls IR dept. access to conference calls as opposed to closed calls Independent variables 13 Firm size +? For B,MM 14 Y Y Y Y Y Y N Performance – share price + Y Y Return variability + N Mixed Y N Beta + N Specific risk + N Trading activityfrequency+ N N Y Performance – accounting numbers + N Mixed Y Y N N Volatility of operating performance – Y opp Riskiness – accounting numbers N Y N N gearing + Correlation between annual returns YY and earnings – Raising of capital + Y Y N for debt N Y for debt N Y Informativeness of financial Y 4 industry statements – level measures Market to book +– for B,MM Y N Institutional ownership + Y Y N Y – for B,MM Insider ownership + Y Y marginal Ownership dispersion + Y Analyst following +– for B,M M Y Y Y Y Proprietary costs + NA omit N oligopoly from sample Industry classificationHigh tech + N Y – for B,M M V ol . 38 N o. 1. 2008 25 Table 1 Explanatory variables used in explaining IR actions and disclosure levels continued Authors Marston Lang Tasker Frankel et al. Rao Gelb 2000 Bushee et al. 1993 Lundholm 1998 1999 Sivakumar 2003 1993 1999 CEO career concerns – age – Y Shareholder litigation ? Y Extraordinaryunusual items in N N earning + Anti-management resolutions + Y Board interlocks with prior adopters Y of IR Depts. + No. of adopters of IR Depts. N in industry + Time trend measure + Y Centrality + Y Marginal Industry level ERC R square + Y Marginal Intangibles – Y Firm Age ? N Takeover activity + N Employees stakeholders + N Foreign listing + Y Y= indicates a significant result or results, N = not significant, opp. = in opposite direction to that hypothesised, use of more than one proxy indicated by Y Y etc. 15 13 Expected direction of effect in brackets. 14 B,MM is Bushee Matsumoto Miller 2003. The different expected direction of relationship in some cases is related to the nature of the dependent variable. 15 A more detailed version of this summary can be obtained from the corresponding author. 2.2. Explanations for disclosure actions of the investor relations function Several studies Marston, 1993; Lang and Lundholm, 1993; Tasker, 1998; Frankel et al., 1999; Gelb, 2000; Bushee et al., 2003 have at- tempted to explain investor relations activity and disclosure Box 3. The studies make use of vari- ous theories and hypotheses discussed by Myers 1977, Diamond 1985, Verrecchia 1990, Lev and Penman 1990, Healy and Palepu 2001, Skinner 1995 and Lev 1996. Each study takes a different approach and most of them also refer to prior empirical studies e.g. Clarkson et al., 1994; Ruland et al., 1990; Frankel, et al., 1995; in creat- ing their model. Table 1 illustrates the wide diver- sity of dependent and explanatory variables used with up to 13 in one model and results obtained. Bushee et al. 2003 consider that the existence of ‘complex information disclosures’ means that companies will hold closed conference calls with experts rather than open calls. The idea that ‘com- plex information disclosures’ drive the need for in- vestor relations disclosure or a particular type of investor relations disclosure is reflected in many of the other models. For example, Tasker 1998 looks at whether less informative financial state- ments lead to a need for conference calls and uses industry level market-to-book as one proxy for this. Size itself, although often relegated to the role of a control variable, can also be viewed as a proxy for complexity. The existence of complex informa- tion disclosures is likely to exacerbate information asymmetry and this is reflected in the models that include intangibles or market to book values. Table 1 provides evidence that differing levels of investor relations activitydisclosures can be ex- plained by disclosure and institutional theories al- though the evidence is mixed and theoretical approaches differ between authors. The measures of investor relations activity in these studies apart from Marston, 1993 are obtained by external ob- servation to the firm and this provides a motivation for further investigation of internally provided measures in the light of new theoretical perspec- tives. 2.3. Studies testing whether investor relations has any effectmarket outcome Investor relations disclosures, if they are credi- ble, should have an effect or market outcome Figure 1, Box 4 of some kind. Brennan and Tamarowski 2000 argue that a firm’s information disclosure policy should enable it to influence the extent of analyst following. They also note that ‘a firm’s disclosure policy is perhaps the most signif- icant aspect of its investor relations management’. They review the literature relating to investor rela- tions, liquidity and stock prices. Their review shows that investor relations activities reduce the cost of information to analysts and lead to a greater analyst following. Their empirical evidence shows that analyst following increases a stock’s liquidity in the US. Thus by an indirect route they demon- strate an effect for investor relations. Empirical studies by Walmsley et al. 1992, Farragher et al. 1994, Lang and Lundholm 1996, Brooks et al. 1997, Francis et al. 1997, Frankel et al. 1999, Bushee et al. 2003 and Bushee and Miller 2005 investigate the effect of various investor relations actions on several vari- ables. Table 2 summarises the positive and nega- tive results obtained. On balance it appears from the above evidence that investor relations disclosures do have an effect and this implies that they are credible to partici- pants in the capital markets. Peasnell et al. 2005 noted however that ‘the market-related conse- quences of corporate investor relations activity re- main an unresolved empirical issue.’ In their study they found that low confidence in accounting cred- ibility post Enron also damaged confidence in in- vestor relations contrary to anecdotal evidence that good investor relations protects companies in peri- ods of market crisis. 2.4. Market feedback and company learning Roberts et al. 2006: 278 noted that institution- al ownership in the UK has become much more concentrated than it was 20 or 30 years ago and they therefore suggested that investors have been given ‘both the opportunity and the need to active- ly manage their relationship with companies’. They applied the theories of Foucault to suggest that meetings between companies and fund man- agers remind managers of their primary objective, the pursuit of shareholder value Figure 1, Box 6. Their analysis pursued the ‘theme of meetings as an exercise of discretionary power’ and developed Rao and Sivakumar’s 1999 ideas. Holland 2006: 82 also stresses the importance of market feedback in his model of corporate and market interaction. Non-observable stock market outcomes can be inferred from an active dialogue with market participants Holland 2006: 118. 2.5 Company- and market-side change drivers The two-dimensional model outlined in Figure 1 is a necessarily simplified attempt to encapsulate previous research contributions about the context of investor relations. The linking arrows between the boxes can represent different functional forms of relationships. There might be a monotonic rela- tionship between more disclosure Box 3 and analyst following Box 4 whereas other relation- ships could be more complex and less amenable to being expressed mathematically. The relationships are influenced over time by change drivers Boxes 1 and 5. The investor relations function in Box 2 26 ACCOUNTING AND BUSINESS RESEARCH Downloaded by [Universitas Dian Nuswantoro], [Ririh Dian Pratiwi SE Msi] at 21:02 29 September 2013 V ol . 38 N o. 1. 2008 27 Table 2 Effect of IR actions and disclosure levels on the market Authors Walmsley Farragher Lang and Brooks Francis Frankel Bushee Bushee et al. 1992 et al. 1994 Lundholm et al. 1997 et al. 1997 et al. 1999 et al. 2003 Miller 1996 2005 Independent variable Company IR quality Informa- CEO Analyst Conference Real time Hiring an analyst tiveness presentations presentations calls access to IR firm meetings 16 of firm’s conference disclosures calls as including opposed to IR closed calls Dependent variables Abnormal returns + Y Variance of abnormal returns + Y Volatility of returns + Y YY Increase in small trades + Y Trading volumeactivity + N Y N YY Analyst following + Y Y Y Forecasting activity + Y Dispersion of analysts’ forecasts – Y Y N Accuracy of analysts’ forecasts + N Y N Bias in analysts forecasts – N Volatility in forecast revisions – Y Investor base + N Trading costs – N Institutional ownership + YY Disclosure and press coverage + YY Market valueBook to price – Y Y= indicates a significant result or results, N = not significant 16 organised by UK Society of Investment Analysts. mediates the relationship between company-side change drivers Box 1 and disclosure actions. In respect of market-side change drivers the arrow along the top of Figure 1 shows how feedback may occur directly. For example new regulation will cause the company to change disclosure and a new disclosure position will become established. By a less direct route globalisation will lead to market outcomes Box 4 and the company will learn and adapt Box 6. The arrows in Figure 1 illustrate only the main expected linkages to avoid compli- cation. The literature has provided evidence that in- vestor relations activity has changed over time with the establishment of investor relations depart- ments Rao and Sivakumar, 1999 and greater use of conference calls Tasker, 1998 and Bushee et al., 2003. I expect that environmental factors market- side change drivers, Box 5b have contributed to changes in the investor relations industry. Globalisation has increased competition in the world’s capital markets and companies wishing to market their capital internationally perceive the need to professionalise and enhance their investor relations efforts. See, for example, Gray 2000 who discussed the need for US companies to market their stocks to European investors and Holland’s 2004: 68 discussion of the internation- alisation of the market for information. Stulz 1999: 24 noted that globalisation of capital mar- kets increases the monitoring of management and hence increases firm value. This extra monitoring increases the work of the investor relations depart- ment. Yoshikawa and Gedajlovic 2002 examined whether greater exposure to global capital markets had any impact on Japanese firms’ investor rela- tions practices and found that foreign ownership and foreign listings were positively associated with investor relations. For UK listed companies institutional ownership of shares declined from 60.1 to 49.4 over the period 1991 to 2002 but there was an increase in foreign ‘rest of the world’ ownership of ordinary shares from 12.8 to 32.1. Individual ownership dropped from 19.9 to 14.3 National Statistics, 2003: 9 Table A. This increase in foreign owner- ship over the period studied in this paper places increased demands on UK investor relations de- partments. Difficult UK stock market conditions, with a bear market in 2001 to 2003, will have stim- ulated some companies into trying harder with their investor relations efforts whereas other com- panies will have made a strategic decision not to invest more effort in investor relations until condi- tions improved. Increased amounts of rules and regulations will have enabled investor relations departments to argue for greater resources to deal effectively with the additional requirements. Changes in the regu- latory environment will have caused companies’ investor relations departments to adopt new prac- tices, such as more extensive recording of private disclosures see results section later or live web casting of results presentations. At the individual company level there are many potential change drivers. The general environmen- tal factors mentioned above will have affected some companies more than others Bushee and Miller, 2005: 18. For example, during the dot.com boom ‘old economy’ companies may have decided to invest more in investor relations if they felt the market was undervaluing their stocks during the bubble period see Holland 2006: 112–114. Additionally, variables identified in Table 1 will have influenced some companies’ investor rela- tions efforts more than others’. Company man- agers are also change drivers because they are responsible for disclosure strategy, and for any changes in investor relations, as discussed by Lev 1992 and Gibbins et al. 1990. The availability of company data at two points in time enables the effect of change drivers on in- vestor relations activity levels and perceptions about investor relations to be assessed in this paper. However it is outside the scope of this proj- ect to measure change drivers or to establish sta- tistical relationships between measures of change drivers and company investor relations data. 2.6. Motivation for exploring the two-dimensional model Bushee and Miller 2005 noted the widespread use of investor relations and the large costs in- curred. They also commented that little academic research has focused on the investor relations process and stated that there was a paucity of dis- cussion of the complete investor relations process in the literature. Notwithstanding their comment, in the UK qualitative research on investor relations meetings had been carried out by Holland 1997, 1998, Marston 1999 and Roberts et al. 2006. This paper provides a new contribution by de- scribing and analysing investor relations meetings in the context of the whole investor relations process. It updates prior work in the UK and draws on theoretical understandings that have been de- veloped by a number of authors in recent years. The quantitative models discussed in the litera- ture review are not sophisticated in terms of delin- eating the details of the relationships between variables. Most of the literature explaining in- vestor relations Figure 1, Box 3 suggests that something e.g. adoption of an investor relations department will happen if certain factors are in place or that there will be a positive or negative as- sociation between certain variables and investor relations variables. It is also possible that extreme values high andor low of a variable may be as- 28 ACCOUNTING AND BUSINESS RESEARCH Downloaded by [Universitas Dian Nuswantoro], [Ririh Dian Pratiwi SE Msi] at 21:02 29 September 2013 sociated with an effect on an investor relations variable giving a U-shaped or step function rela- tionship rather than a montonic one Gelb 2000: 181. There are also some findings showing that company variables are associated with changes in investor relations disclosure scores Lang and Lundholm, 1993: 266. The papers reviewed in Tables 1 and 2 contain some results inconsistent with theory and differing results according to model specification. The qualitative approaches taken by Holland 2004 and Roberts et al. 2006 attempt to deal with complexities involved in human interaction. A perfect theory that can ex- plain and predict exactly how individual compa- nies implement investor relations, what they communicate, the level of investor relations activ- ity and how changes will occur over time in re- sponse to change drivers is not likely to be achieved because of the complexities outlined in Figure 1. This study aims to offer an improved in- sight informed both by the positive theory ap- proach, empirical results arising from hypothesis testing and the qualitative research agenda. Accordingly, the study presents data about the in- vestor relations process, activity levels and per- ceptions of investor relations, explains this data in the context of the two-dimensional model and models the investor relations activity levels using a regression model.

3. The research questions and hypotheses