If IROs can be considered professional problem solvers, rarely are they presented with a thornier challenge than the departure of a CFO or CEO. Investors desire continuity and calm waters, and times of transition naturally make them uneasy. It’s therefore the IRO’s job to convey to the markets that all is fine during a leadership transition – and then to help the new executive navigate his or her initial interactions with the investing community at large.
When done right, an executive transition requires a lot of behind-the-scenes prep work. David Carey, Senior Vice President, Capital Markets, for ARC Resources Ltd., lists the smooth CEO and CFO succession at his company as one of his crowning accomplishments from the recent past. “No hiccups and no consternation,” he says proudly.
Although IROs may not consider succession planning a key part of their job descriptions, the importance of these skills has grown over time. The Globe and Mail counts 21 CEO changes at the 100 largest companies in Canada from the start of 2012 until May 27, 2013, when its article “In Canada’s Executive Suite, Hirings and Firings Don’t Come Cheap” was published. Kinross Gold, Baytex Energy Corp., Talisman Energy Inc., and Suncor Energy Inc. are all Canadian companies that have welcomed new chief executives over the past few years.
What’s more, recent history suggests that the rate of leadership turnover is increasing. Booz & Company, a global management consulting firm, has studied turnover trends at U.S. and Canadian companies for the past 13 years, and it found that turnover was second highest in 2012, the most recent year for which Booz’s study was published. In 2012, CEO turnover was 14.3% at the 713 U.S. and eight Canadian companies that Booz researched.
Booz found two reasons for high CEO turnover: the global recession and a “new normal” in which boards are taking their fiduciary responsibilities increasingly to heart (with succession planning for executives one of these key responsibilities).
Rising shareholder activism is also bringing cataclysmic changes to the C-suites of Canadian companies. Canadian Pacific Railway, Ltd. is just one of several companies whose shareholders have recently forced a change in top management.
A Long Runup
Effecting a smooth transition is easiest when a CEO or CFO’s departure is anticipated far in advance. At ARC Resources, for instance, Carey knew of the CEO and CFO successions two-to-three years before changes were publicly announced. “That allowed me to design a program that would get [the successors] known in the public market so when the announcement was made, everyone would say: ‘Oh, that makes perfect sense!’” says Carey.
With the benefit of such foresight, Carey was able to subtly bring lead candidates for the top jobs to roadshows and analyst luncheons. “It’s never obvious a specific person is going to be the next CEO or CFO, but as I wander around with different members of the team, the soon-to-be appointed CEO or CFO travels with me more and more often,” he says. “And it might become clear to investors that this is someone being groomed for a specific position.”
That said, Carey cautions against tipping one’s hand too blatantly – especially given that the Board can always change course, opting for a new executive candidate at any point along the way.
When it comes to being privy to high-level personnel decisions, one’s tenure matters. Long-time IRO Carey points out that only he and ARC’s Senior Vice President of Human Resources and Corporate Services knew the timing of top departures. “He and I were kept in the loop because of the importance of getting it right with regard to the public markets,” he says.
ARC’s President and CEO Myron Stadnyk points out that his transition was unusual because he’d been at the company “almost since inception,” serving as COO and then President before moving to the chief executive spot. He credits Carey with having personally introduced him to key shareholders prior to becoming CEO through one-on-one meetings at conferences and investor roadshows. “The benefit of getting an early start to meeting investors was that it helped me grow to be more effective in communicating around strategic and macro issues,” says Stadnyk.
Specifically, Stadnyk notes that Carey provided him with a summary of key shareholders and gave him “objective feedback on how meetings went,” assessing everything from the clarity of answers he provided to whether he was including the proper level of detail in explanations.
“I think the market doesn't like surprises,” says Stadnyk. “I would advise any new CEO to focus on key relationships and remember that the CEO is the face of the company.”
Surprise, Surprise
Janet Drysdale, Vice President, Investor Relations, at Canadian National Railway (CN) in Montreal, had only assumed the role of IRO in December 2012 when two months later she faced another transition: the departure of the company’s COO to the company’s largest competitor. Since railroads are operating companies, the individual in charge of operations has a very high profile role, she says.
Although Drysdale had only recently assumed the IR helm, her long tenure at the company proved a definite plus. Drysdale, who had been with CN since 1996, had worked with the outgoing IRO Bob Noorigian for four years and subsequently filled many other roles at the company.
The timing of departure announcements is sensitive, says Drysdale. CN had its CEO act as COO for a few weeks before the company promoted one of its regional operating vice presidents to the COO spot. Some investors had already met the current COO, Jim Vena, but others hadn’t.
Although investors were clamoring to meet Vena, Drysdale postponed his official debut because February is “one of the most difficult months” at CN. (Railroads tend to encounter the greatest number of difficulties in the dead of winter). “As much as investors wanted access to him, it wasn’t in the best interests of the organization to have your COO spending time with investors [in the midst of other crises],” she says. “I wanted to reassure and tell them about Jim – but I had to say, ‘I’m not going to let you talk to Jim at the moment.’” Over time, however, she began scheduling analyst luncheons and other investor meetings for Vena.
Christopher Chen, National Director of Executive Compensation and Rewards at the Hay Group in Toronto, points out that turnover can occur for myriad reasons from retirement to a change in corporate strategy. What matters most is that IROs provide a complete explanation of what’s happening. When the successor is unknown, the IRO should, he says, explain the steps being taken to select the right candidate. “Human beings don’t like change,” says Chen. “Investors want to know early and often. Providing a clear explanation to the investing public always helps.”
Chen suggests that the most challenging situation an IRO can encounter is one where a CEO dies suddenly. To illustrate, he points to what happened at McDonald’s in 2004, when one CEO died suddenly of a heart attack and his replacement was diagnosed with terminal cancer.
Although McDonald’s is remembered for that run of terrible luck, most companies have at least some time to prepare for a new chief executive.
TD Bank Group was fortunate to have substantial warning that CEO Ed Clark would retire this year and that Bharat Masrani will take over as new CEO on November 1. Rudy Sankovic, Senior Vice President of Investor Relations at TD Bank Group, says that his group spent so much time profiling the bank’s deep bench of talent that “when it came time to announce [the CEO succession], it was exactly what you wanted: a non-event. We had an investor community that was quite comfortable with the choice.”
Moving Forward
For Sankovic, the change at the top represents an excellent opportunity to profile the next level of management. Although Sankovic says that TD always highlights the CEO’s direct team, doing so at a moment of transition is particularly important. At the same time, Sankovic emphasizes the need to work closely with the new leader, introducing him or her to key stakeholders. “We’re going to have to work with the new CEO for the next year or so to get him comfortable with investor relations,” he says.
Chen believes that all IROs should hone their skills handling executive successions because the rate of turnover in the C-suite is increasing. “There’s a feeling that if performance is not what it should be, there’s not as long a shelf life for executives as there once was,” he explains. Nor are there any signs that shareholders and the markets will become more forgiving anytime soon. “The corporate governance scrutiny is not going backwards,” he concludes. “Onboarding the new CEO is part of what IR should be doing.”