Best Practices: IR Board Interaction — Just the Facts or More?

Jay Steffenhagen, Chairman & CEO, Hemacare Corporation
Jay S Gould, SVP Director of Investor Relations
Tuesday, June 10 9:00am — 10:15am

Directors are not operators instead they oversee the operations. Drivers for more direct oversight are: legislative, judicial scrutinies of board action, activist shareholders want more “democracy” and peer pressure.

Directors have fiduciary duty. NYSE and NASDAQ set guidelines for the Board of Directors in relation to meetings attended and so forth.

Directors have rights such as: access to managers, inspect books and records, private consultation with advisors, receive notices, board information, and statutory indemnifications. That is the legalistic viewpoint of a Director.

Directors need to ensure that there is:
1. strategy/business plan
2. competent management
3. succession plan
4. necessary resources and financing
5. ethical/legal oversight
6. monitor progress versus plan

IR professionals have unique insight that they can deliver to the board and management. They know the investor opinions, concerns, and perceptions, the investor demographics, investor and analyst views on competitors, and have a broad industry perspective.

Directors want information that is clear, concise, relevant and consistent. As an IR professional you need to ask yourself: Do they need to know this? Is it useful in helping them understand the investing section of the public?

It is surprising how IR professionals take for granted the various acronyms they come across each day. Remind yourself the board is not with the business constantly but only for awhile.

Develop a plan and be prepared. Ensure you cover periodic updates, one-time presentations, consider the context, and frame for the board perspective. Invite an analyst to the board meeting so that the board can see what investors are thinking.

If you aren’t currently providing reports to the board be proactive. Make your reports timely, concise, strategic, and relevant. Be certain they reflect your insight and perspective…you are the conduit between your company and the financial community.