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2014 STUDY ON HOW IN VE STMENT HORIZON
AND E X PEC TATIONS OF SHAREHOLDER BA SE
IMPAC T C ORP OR ATE DECISION - M AKIN G
TA B L E O F C O N T E N T S
Executive Summary and Key Findings............... 1
Review of Findings......................................... 3
Demographics.............................................14
Methodology...............................................16
About the Authors........................................17
About NIRI and the Rock Center.....................18
Contact Information......................................18
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 1
Executive Summary and Key Findings
Nearly all companies prefer long-term investors but about half of investors have a shorter horizon —
with significant consequences for companies’ strategic decisions and stock market performance
Nearly all companies describe their ideal shareholder as having
a long-term investment horizon but about half of companies’
shareholder base has a short-or medium-term horizon. As a
result, most companies see significant upside to managing their
shareholder base and senior leaders spend considerable time
meeting with current and prospective investors.
“More than three-quarters of companies in our survey see
significant stock market benefits from managing their shareholder
base,” says Professor Anne Beyer, Associate Professor of
Accounting at the Stanford Graduate School of Business and
co-author of the study. “Companies believe that if they can
identify and attract the right shareholder base, they will be able to
increase the price of their stock and decrease its volatility.”
“Companies want long-term shareholders in particular because
it allows them to implement their corporate strategy and make
long-term investments without the distraction and short-term
performance pressures that come from active traders,” says
Professor David F. Larcker, James Irvin Miller Professor of
Accounting and Senior Faculty at the Rock Center for Corporate
Governance. “We find that the investor relations department can
create a real competitive advantage by attracting a shareholder
base with the same long-term investment horizon as the
company.”
The study, conducted in partnership with the National Investor
Relations Institute (NIRI), surveyed 138 investor relations
professionals at North American companies about the investment
horizon and expectations of their shareholder base and the impact
that these have on corporate decision-making.
Companies believe that short-term investors distract
from strategic decisions
Nearly two-thirds of companies (65%) agree or strongly agree that
a company whose shareholder base is dominated by short-term
investors cannot focus on strategic decisions because of a focus
on short-term results. Just over half (51%) believe that short-term
investors lead a company to focus on cost cutting. The majority
of companies (57%) agree or strongly agree that a company
whose shareholder base is dominated by short-term investors
will have reduced market value and/or reduced long-term growth.
However, being able to make strategic acquisitions is generally not
a concern even if the shareholder base is dominated by investors
with short-term investment horizons (only 26% of companies
indicate strategic acquisitions as an area of concern).
“Investors with short-term horizons pay close attention not only to
stock prices in the near term but also the companies’ short-term
performance as reported in their financial statements. If short-
term projects yield lower returns on investment than long-term
projects as it is often the case, a shareholder base dominated by
short-term investors can become a real challenge for companies,”
says Professor Larcker.
The ideal shareholder base consists of long-term
investors – still “long-term” is not that long
Companies are most likely to describe their ideal shareholder as
having a “long-term investment horizon,” with the vast majority
(92%) listing this quality. Still, a “long-term” investment horizon
doesn’t have to be that long. On average, companies estimate the
investment horizon of a typical long-term investor to be at least
2.8 years. By contrast, short-term investors are seen as having an
investment horizon of 7 months or less.
Not surprisingly, most companies agree or strongly agree that
desirable shareholders are not activists (87%). About two-thirds
of companies don’t want a concentration of ownership and pay
attention to the price at which an investor acquired a company’s
shares. The geographical location in which the shareholder
resides plays virtually no role with only 7% of the companies
deeming this an important shareholder characteristic.
Companies want to increase ownership of
management, employees and pension funds
Top management and corporate directors are seen as having the
longest investment horizon among major shareholder groups, with
93% and 92% of companies describing their investment horizon
as long-term or somewhat long-term, respectively. Among other
major shareholder groups, pension funds are seen as having the
longest investment horizon.
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 2
Companies don’t want hedge fund or private
equity investors
When asked to describe their ideal shareholder base, companies
are most likely to want hedge funds to own a lower percentage of
their shares. Currently, companies report that approximately 8% of
their shares are held by hedge funds. Ideally, this figure would be
3%, a 60 percent reduction. One reason for the reduction seems
to be that hedge fund investors are seen as short-term oriented.
94% of companies believe that hedge funds have a short-term or
somewhat short-term investment horizon. Zero companies believe
they have a long-term horizon.
Also, all companies that reported being partially owned by private
equity (PE) want to reduce the ownership of PE investors. In fact,
all of these companies want to see the ownership of PE investors
go down to zero.
Companies believe that their stock price would be
higher if they had their ideal shareholder base
Most companies (80%) believe that their stock price would
trade higher over a two to three year period if they could
attract their ideal shareholder base. On average, companies
estimate their stock would rise 15% and share price volatility
decrease 20%. These stock-market effects seem to be driven
by companies’ beliefs that a more suitable shareholder base
would allow management to implement the company’s strategy
more effectively, put less pressure on management to focus
on short-term results, and provide higher quality feedback on
management’s decision. Three-quarters of companies (76%)
agree or strongly agree with at least one of these three factors
being a benefit of attracting their ideal shareholder base.
“Companies see very large, tangible benefits to managing their
shareholder base, so there seems to be a real opportunity for
some companies to improve corporate decisions and increase
their value by paying close attention to who holds their shares,”
says Professor Beyer.
Senior leaders spend considerable time managing
their shareholder base
Almost all companies (91%) discuss the composition of their
shareholder base at the senior executive level. A large majority
(75%) discusses this at the board level. On average, the
CEO spends 4.2 days per quarter managing the company’s
shareholder base. As might be expected, the CFO spends even
more time – 6.4 days on average.
“The amount of time senior leaders spend on developing their
company’s shareholder base shows a real recognition of the
importance of shareholder characteristics for a company’s
performance. Understanding how shareholders affect management
decisions is key for any company,” says Professor Larcker.
Companies rely on road shows and investor
conferences – fewer companies actively reach out to
potential investors
When it comes to actively managing their shareholder base,
companies most frequently rely on investor conferences, road
shows, and meetings of current and potential shareholders
with top management or members of the board. About three-
quarters of the companies use these tools at least on a quarterly
basis. Significantly fewer companies actively approach potential
shareholders with more than 40% of companies pursuing this
strategy less than twice a year.
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 3
Review of Findings
Composition of Shareholder Base
1.	 What is the investment horizon of a typical investor
(in years)?
Short-term investor	 0.6 years or less
Medium-term	 Between 0.9 and 2.3 years
Long-term	 2.8 years or longer
2.	How important are the following to a long-term investor?
Next quarter’s earnings	Percent
	1
Extremely important
	67
Somewhat important
	31
Not at all important
Stable/smooth earnings path	Percent
	49
Extremely important
	45
Somewhat important
	7
Not at all important
Growth opportunities	Percent
	95
Extremely important
	5
Somewhat important
	0
Not at all important
Cost cutting	Percent
	17
Extremely important
	69
Somewhat important
	14
Not at all important
Payout policy (dividends and share repurchases)	Percent
	46
Extremely important
	46
Somewhat important
	8
Not at all important
Active engagement with the company regarding
management decisions	Percent
	30
Extremely important
	47
Somewhat important
	22
Not at all important
Sustainability of the firm’s business model	Percent
	98
Extremely important
	2
Somewhat important
	0
Not at all important
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 4
3.	What is the typical investment horizon of the following
shareholder groups?
Retail shares held in street name	Percent
	13
Long-term
	21
Somewhat long-term
	33
Medium-term
	23
Somewhat short-term
	9
Short-term
Retail shares held in personal name	Percent
	25
Long-term
	22
Somewhat long-term
	30
Medium-term
	17
Somewhat short-term
	4
Short-term
Passive Fund – Index	Percent
	46
Long-term
	31
Somewhat long-term
	13
Medium-term
	6
Somewhat short-term
	4
Short-term
Active Fund -Growth	Percent
	6
Long-term
	33
Somewhat long-term
	38
Medium-term
	19
Somewhat short-term
	4
Short-term
Active Fund – Value	Percent
	17
Long-term
	41
Somewhat long-term
	30
Medium-term
	11
Somewhat short-term
	1
Short-term	
Hedge Fund; long/short positions	Percent
	0
Long-term
	0
Somewhat long-term
	6
Medium-term
	28
Somewhat short-term
	67
Short-term
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 5
Pension Fund Private	Percent
	39
Long-term
	39
Somewhat long-term
	20
Medium-term
	2
Somewhat short-term
	0
Short-term
Pension Fund Unions	Percent
	36
Long-term
	46
Somewhat long-term
	16
Medium-term
	2
Somewhat short-term
	0
Short-term
Pension Fund Public	Percent
	42
Long-term
	46
Somewhat long-term
	12
Medium-term
	1
Somewhat short-term
	0
Short-term
Activist Individual	Percent
	1
Long-term
	3
Somewhat long-term
	17
Medium-term
	39
Somewhat short-term
	41
Short-term
Activist Fund	Percent
	1
Long-term
	4
Somewhat long-term
	22
Medium-term
	36
Somewhat short-term
	37
Short-term
Top Management	Percent
	77
Long-term
	16
Somewhat long-term
	4
Medium-term
	3
Somewhat short-term
	0
Short-term
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 6
Directors of the company	Percent
	76
Long-term
	16
Somewhat long-term
	6
Medium-term
	2
Somewhat short-term
	0
Short-term
Employee stock ownership plan (ESOP)	Percent
	53
Long-term
	22
Somewhat long-term
	18
Medium-term
	4
Somewhat short-term
	3
Short-term
4.	What is the current composition of your company’s
shareholder base?
	Percent
	7.6
Retail shares held in street name
	3.7
Retail shares held in personal name
	14.3
Passive Fund – Index
	23.0
Active Fund – Growth
	15.3
Active Fund – Value
	8.1
Hedge Fund; long/short positions
	1.8
Pension Fund Private:
	0.9
Pension Fund Unions
	1.7
Pension Fund Public
	0.4
Activist Individual
	1.3
Activist Fund
	5.0
Top Management
	3.4
Directors of the company
	1.4
Employee stock ownership plan (ESOP)
	8.7
Other
	3.4
Unknown
Note: The differences between Q4 and Q10 is due to different sample
sizes. For Q10, the sample size is smaller than for Q4. The “Actual”
column on Q10 only includes the firms that responded to the question of
the “Ideal” shareholder base.
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 7
5.	How would you characterize the investment horizon of your
company’s current shareholder base?
Percentage of shareholder base best described as	Percent
	9.5
Exclusively short-term
	12.2
Somewhat short-term
	24.7
Medium-term
	24.1
Somewhat long-term
	25.6
Exclusively long-term
	4.0
Unknown
Management of Shareholder Base
6.	Is the composition of the shareholder base discussed at the
C-level or Board in your company?
Board-Level	Percent
	75
Yes
	13
No
	12
Don’t know
C-Level	Percent
	91
Yes
	7
No
	2
Don’t know
7.	 How frequently do you employ the following strategies in
order to actively manage your company’s shareholder base?
Road shows	Percent
	37
More than quarterly
	39
Quarterly
	12
Semi-annually
	5
Annually
	7
Less than annually
Investor conferences	Percent
	50
More than quarterly
	33
Quarterly
	7
Semi-annually
	7
Annually
	2
Less than annually
Identify and actively approach shareholders (targeting)	Percent
	29
More than quarterly
	28
Quarterly
	15
Semi-annually
	12
Annually
	16
Less than annually
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 8
Capital Market Day (company specific, no conference)	Percent
	2
More than quarterly
	0
Quarterly
	2
Semi-annually
	32
Annually
	64
Less than annually
Enable meetings of current shareholders with
board members and/or top management	Percent
	49
More than quarterly
	22
Quarterly
	9
Semi-annually
	8
Annually
	12
Less than annually	
Enable meetings of prospective shareholders with
board members and/or top management	Percent
	48
More than quarterly
	26
Quarterly
	8
Semi-annually
	5
Annually
	13
Less than annually
8.	How much time do the following executives spend actively
managing shareholder base (days/quarter)?
CEO – 4.2 days/quarter
CFO – 6.4 days/quarter
9.	 How much time does the investor relations function spend
actively managing the shareholder base (days/quarter)?
31.3 days/quarter	
Ideal Target/Shareholder Base
10.	 Describe your ideal or best possible composition of
your company’s shareholder base versus your actual
shareholder base:
	 Ideal	 Actual	Difference
Retail shares held in street name	 5.8%	 7.4%	 -1.6%
Retail shares held in personal name	 3.7%	 3.9%	 -0.2%
Passive Fund - Index 	 15.3%	 14.6%	 0.7%
Active Fund -Growth	 25.0%	 23.0%	 2.0%
Active Fund - Value	 16.9%	 14.6%	 2.3%
Hedge Fund; long/short positions 	 3.2%	 8.4%	 -5.2%
Pension Fund Private 	 3.9%	 1.4%	 2.5%
Pension Fund Unions 	 1.6%	 1.0%	 0.6%
Pension Fund Public 	 3.6%	 2.0%	 1.6%
Activist Individual	 0.0%	 0.0%	 0.0%
Activist Fund	 0.0%	 1.3%	 -1.3%
Top Management	 6.1%	 4.3%	 1.8%
Directors of the company	 3.2%	 3.6%	 -0.4%
Employee stock ownership plan (ESOP)	 3.1%	 1.4%	 1.7%
Other 	 2.7%	 9.8%	 -7.1%
Unknown 	 6.1%	 3.5%	 2.6%
Note: The differences between Q4 and Q10 is due to different sample
sizes. For Q10, the sample size is smaller than for Q4. The “Actual”
column on Q10 only includes the firms that responded to the question of
the “Ideal” shareholder base.
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 9
11.	 To what extent do you agree with the following statements?
“If the company attracted its ideal/target shareholder base…:”
Management would face less pressure to focus
on short-term results	 Percent
	12
Strongly agree
	46
Agree
	24
Neither agree nor disagree
	15
Disagree
	3
Strongly disagree
Management could implement the company’s strategy
more effectively	Percent
	6
Strongly agree
	33
Agree
	37
Neither agree nor disagree
	19
Disagree
	5
Strongly disagree
Management could make better investment decisions	Percent
	6
Strongly agree
	24
Agree
	42
Neither agree nor disagree
	21
Disagree
	7
Strongly disagree
Management could more easily pursue
value-enhancing strategic M&A transactions	Percent
	7
Strongly agree
	24
Agree
	46
Neither agree nor disagree
	20
Disagree
	4
Strongly disagree
Shareholders would provide higher quality feedback
on management’s decision	Percent
	14
Strongly agree
	34
Agree
	38
Neither agree nor disagree
	10
Disagree
	4
Strongly disagree
Board would be able to focus on business rather
than appeasing certain shareholders	Percent
	8
Strongly agree
	25
Agree
	38
Neither agree nor disagree
	22
Disagree
	7
Strongly disagree
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 10
12. To what extent do you agree with the following statements?
“The ideal/target shareholder for our company is characterized by:”
Holding only long positions	Percent
	14
Strongly agree
	48
Agree
	18
Neither agree nor disagree
	19
Disagree
	2
Strongly disagree
Ownership not over 10%	Percent
	16
Strongly agree
	48
Agree
	23
Neither agree nor disagree
	12
Disagree
	1
Strongly disagree	
Ownership not over 5%	Percent
	5
Strongly agree
	24
Agree
	36
Neither agree nor disagree
	32
Disagree
	4
Strongly disagree
Non-activist	Percent
	41
Strongly agree
	46
Agree
	11
Neither agree nor disagree
	2
Disagree
	0
Strongly disagree
Invested at a price below current price	Percent
	11
Strongly agree
	46
Agree
	37
Neither agree nor disagree
	7
Disagree
	1
Strongly disagree
Invested at a price close to current price	Percent
	0
Strongly agree
	21
Agree
	63
Neither agree nor disagree
	15
Disagree
	2
Strongly disagree
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 11
Long-term investment horizon	Percent
	51
Strongly agree
	41
Agree
	8
Neither agree nor disagree
	0
Disagree
	0
Strongly disagree
Medium-term investment horizon	Percent
	12
Strongly agree
	69
Agree
	18
Neither agree nor disagree
	1
Disagree
	0
Strongly disagree
Short-term investment horizon	Percent
	0
Strongly agree
	8
Agree
	22
Neither agree nor disagree
	46
Disagree
	24
Strongly disagree
Pursues investment strategy focused on growth	Percent
	15
Strongly agree
	54
Agree
	25
Neither agree nor disagree
	6
Disagree
	0
Strongly disagree
Pursues investment strategy focused on value	Percent
	7
Strongly agree
	57
Agree
	28
Neither agree nor disagree
	8
Disagree
	1
Strongly disagree
Has preference for increase in dividend payments	Percent
	6
Strongly agree
	28
Agree
	34
Neither agree nor disagree
	22
Disagree
	11
Strongly disagree
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 12
Votes consistently with management	Percent
	20
Strongly agree
	37
Agree
	37
Neither agree nor disagree
	6
Disagree
	0
Strongly disagree
Does not vote	Percent
	1
Strongly agree
	3
Agree
	33
Neither agree nor disagree
	42
Disagree
	20
Strongly disagree
Resides in a specific geographical location	Percent
	0
Strongly agree
	7
Agree
	37
Neither agree nor disagree
	33
Disagree
	23
Strongly disagree
Possesses substantial industry expertise	Percent
	6
Strongly agree
	37
Agree
	44
Neither agree nor disagree
	9
Disagree
	4
Strongly disagree
13.	 Do you expect that a change in your shareholder base toward
your ideal/target composition would have a positive impact
on your share price over the next two to three years?
	Percent
	80
Yes
	20
No
14.	 Suppose you could change the composition of your
shareholder base such that the ownership of an ideal
investor as described above increases by 10% which of the
following benefits would you expect to realize over the next
two to three years:
Increase in share price – 15.4% increase
Decrease in volatility – 19.6% decrease
Increase in trading volume – 5.9% increase
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 13
15.	 Suppose a company in your industry has a shareholder base that is dominated by investors with short-term investment horizons.
To what extent to you agree with the following statements?
“A company with a shareholder base that is dominated by investors with short-term investment horizons…”
Has reduced market value	Percent
	7
Strongly agree
	34
Agree
	40
Neither agree nor disagree
	20
Disagree
	0
Strongly disagree
Has reduced long-term growth	Percent
	6
Strongly agree
	36
Agree
	36
Neither agree nor disagree
	22
Disagree
	0
Strongly disagree
Cannot focus on strategic decisions because
of the focus on short-term success	Percent
	7
Strongly agree
	58
Agree
	21
Neither agree nor disagree
	13
Disagree
	0
Strongly disagree
Focuses on cost-cutting	Percent
	7
Strongly agree
	44
Agree
	36
Neither agree nor disagree
	12
Disagree
	1
Strongly disagree
Cannot effectively implement the company’s strategy	Percent
	2
Strongly agree
	37
Agree
	40
Neither agree nor disagree
	19
Disagree
	2
Strongly disagree
Is restricted from making strategic acquisitions	Percent
	3
Strongly agree
	22
Agree
	45
Neither agree nor disagree
	25
Disagree
	4
Strongly disagree
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 14
Demographic Information
What is the annual budget for Investor Relations in your company
(excluding annual report costs and listing fees but including staff
salaries and benefits as well as allocated overhead)?
$818,423 mean
$550,000 median
How many people work in Investor Relations in your company?
2 mean
2 median
How frequently do you use outside Investor Relation consultants?
	Percent
	23
On an ongoing basis
	39
Occasionally
	38
Never
What is the revenue for your company?
	Percent
	15
<$500 million
	19
$500 million to $1 billion
	39
$1 billion to $5 billion
	12
$5 billion to $10 billion
	9
$10 billion to $20 billion
	7
>$20 billion
What is the industrial sector for your company?
	Percent
	2
Business Services
	2
Chemicals
	2
Commercial Banking
	1
Commodities
	2
Communications
	7
Computer Services
	9
Electronics
	7
Energy
	10
Financial Services (other than commercial banking)
	4
Food and Tobacco
	7
Industrial and Transportation Equipment
	2
Insurance
	2
Lumber and Paper
	12
Other Manufacturing
	8
Other Services
	5
Retail Trade
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 15
What is the industrial sector for your company? (continued)
	0
Transportation
	3
Utilities
	1
Wholesale Trade
	13
Other
What is your gender?
	Percent
	61
Male
	39
Female
What is your age?
	Percent
	3
<30
	23
31 to 40
	37
41 to 50
	27
51 to 60
	9
61 to 70
	0
>70
How long have you been employed in investor relations?
	Percent
	7
Less than one year
	10
1 – 2 years
	8
3 – 4 years
	11
5 – 6 years
	12
7 – 10 years
	21
11 – 15 years
	19
16 – 20 years
	11
20 – 30 years
	1
31+ years
What is your title?
	Percent
	39
Vice President
	12
Senior Vice President
	1
Executive Vice President
	31
Director
	9
Manager
	7
Other
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 16
Methodology
Results are based on the survey of 138 investor relations professionals conducted between February and March 2014.
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 17
About the Authors
Anne Beyer
Anne Beyer is an Associate Professor of
Accounting at the Stanford Graduate
School of Business and former Michelle
R. Clayman Faculty Scholar. Anne’s
research interest is in the area of financial
accounting with a focus on corporate
disclosure, capital market prices, and
corporate governance. Her recent work
has examined the properties of analyst
and management earnings forecasts as
well as investors’ reaction to different kinds of corporate disclosures.
Email: abeyer@stanford.edu
David F. Larcker
David F. Larcker is James Irvin Miller
Professor of Accounting at the Graduate
School of Business of Stanford University;
director of the Corporate Governance
Research Initiative; and senior faculty at
the Arthur and Toni Rembe Rock Center
for Corporate Governance. His research
focuses on executive compensation and
corporate governance. Professor Larcker
presently serves on the Board of Trustees
for Wells Fargo Advantage Funds. He is co-author of the books
A Real Look at Real World Corporate Governance and Corporate
Governance Matters.
Email: dlarcker@stanford.edu
Brian Tayan
Brian Tayan is a member of the Corporate
Governance Research Initiative at the
Stanford Graduate School of Business.
He has written broadly on the subject of
corporate governance, including the
boards of directors, succession planning,
compensation, financial accounting, and
shareholder relations. He is co-author
with David Larcker of the books A Real
Look at Real World Corporate Governance
and Corporate Governance Matters.
Email: btayan@stanford.edu
Acknowledgements
The authors would like to thank Matt D. Brusch, Ariel A. Finno,
and Michelle E. Gutman for assistance in the preparation of this
study.
2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 	 18
About NIRI and the Rock Center
About the National Investor Relations Institute
Founded in 1969, the National Investor Relations Institute (NIRI)
is the professional association of corporate officers and investor
relations consultants responsible for communication among
corporate management, shareholders, securities analysts and
other financial community constituents. The largest professional
investor relations association in the world, NIRI’s more than
3,300 members represent over 1,600 publicly held companies
and $9 trillion in stock market capitalization.
www.niri.org
About The Rock Center for Corporate Governance
The Arthur and Toni Rembe Rock Center for Corporate
Governance is a joint initiative of Stanford Law School and the
Graduate School of Business at Stanford University. The Center
was created to advance the understanding and practice of
corporate governance in a cross-disciplinary environment where
leading academics, business leaders, policy makers, practitioners
and regulators can meet and work together.
www.rockcenter.law.stanford.edu
Contact Information
For more information on this report, please contact:
Katie Pandes
Assistant Communications Director
Stanford Graduate School of Business
Knight Management Center
Stanford University
655 Knight Way
Stanford, CA 94305-7298
Phone: 650.724.9152
Email: kpandes@stanford.edu
Ariel A. Finno
Director-Research
National Investor Relations Institute
225 Reinekers Lane
Alexandria, VA 22314
Phone: 703.562.7678
Email: afinno@niri.org
© National Investor Relations Institute and Stanford University | 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact
Corporate Decision-Making
How Shareholder Expectations Impact Corporate Decisions

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How Shareholder Expectations Impact Corporate Decisions

  • 1. 2014 STUDY ON HOW IN VE STMENT HORIZON AND E X PEC TATIONS OF SHAREHOLDER BA SE IMPAC T C ORP OR ATE DECISION - M AKIN G
  • 2. TA B L E O F C O N T E N T S Executive Summary and Key Findings............... 1 Review of Findings......................................... 3 Demographics.............................................14 Methodology...............................................16 About the Authors........................................17 About NIRI and the Rock Center.....................18 Contact Information......................................18
  • 3. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 1 Executive Summary and Key Findings Nearly all companies prefer long-term investors but about half of investors have a shorter horizon — with significant consequences for companies’ strategic decisions and stock market performance Nearly all companies describe their ideal shareholder as having a long-term investment horizon but about half of companies’ shareholder base has a short-or medium-term horizon. As a result, most companies see significant upside to managing their shareholder base and senior leaders spend considerable time meeting with current and prospective investors. “More than three-quarters of companies in our survey see significant stock market benefits from managing their shareholder base,” says Professor Anne Beyer, Associate Professor of Accounting at the Stanford Graduate School of Business and co-author of the study. “Companies believe that if they can identify and attract the right shareholder base, they will be able to increase the price of their stock and decrease its volatility.” “Companies want long-term shareholders in particular because it allows them to implement their corporate strategy and make long-term investments without the distraction and short-term performance pressures that come from active traders,” says Professor David F. Larcker, James Irvin Miller Professor of Accounting and Senior Faculty at the Rock Center for Corporate Governance. “We find that the investor relations department can create a real competitive advantage by attracting a shareholder base with the same long-term investment horizon as the company.” The study, conducted in partnership with the National Investor Relations Institute (NIRI), surveyed 138 investor relations professionals at North American companies about the investment horizon and expectations of their shareholder base and the impact that these have on corporate decision-making. Companies believe that short-term investors distract from strategic decisions Nearly two-thirds of companies (65%) agree or strongly agree that a company whose shareholder base is dominated by short-term investors cannot focus on strategic decisions because of a focus on short-term results. Just over half (51%) believe that short-term investors lead a company to focus on cost cutting. The majority of companies (57%) agree or strongly agree that a company whose shareholder base is dominated by short-term investors will have reduced market value and/or reduced long-term growth. However, being able to make strategic acquisitions is generally not a concern even if the shareholder base is dominated by investors with short-term investment horizons (only 26% of companies indicate strategic acquisitions as an area of concern). “Investors with short-term horizons pay close attention not only to stock prices in the near term but also the companies’ short-term performance as reported in their financial statements. If short- term projects yield lower returns on investment than long-term projects as it is often the case, a shareholder base dominated by short-term investors can become a real challenge for companies,” says Professor Larcker. The ideal shareholder base consists of long-term investors – still “long-term” is not that long Companies are most likely to describe their ideal shareholder as having a “long-term investment horizon,” with the vast majority (92%) listing this quality. Still, a “long-term” investment horizon doesn’t have to be that long. On average, companies estimate the investment horizon of a typical long-term investor to be at least 2.8 years. By contrast, short-term investors are seen as having an investment horizon of 7 months or less. Not surprisingly, most companies agree or strongly agree that desirable shareholders are not activists (87%). About two-thirds of companies don’t want a concentration of ownership and pay attention to the price at which an investor acquired a company’s shares. The geographical location in which the shareholder resides plays virtually no role with only 7% of the companies deeming this an important shareholder characteristic. Companies want to increase ownership of management, employees and pension funds Top management and corporate directors are seen as having the longest investment horizon among major shareholder groups, with 93% and 92% of companies describing their investment horizon as long-term or somewhat long-term, respectively. Among other major shareholder groups, pension funds are seen as having the longest investment horizon.
  • 4. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 2 Companies don’t want hedge fund or private equity investors When asked to describe their ideal shareholder base, companies are most likely to want hedge funds to own a lower percentage of their shares. Currently, companies report that approximately 8% of their shares are held by hedge funds. Ideally, this figure would be 3%, a 60 percent reduction. One reason for the reduction seems to be that hedge fund investors are seen as short-term oriented. 94% of companies believe that hedge funds have a short-term or somewhat short-term investment horizon. Zero companies believe they have a long-term horizon. Also, all companies that reported being partially owned by private equity (PE) want to reduce the ownership of PE investors. In fact, all of these companies want to see the ownership of PE investors go down to zero. Companies believe that their stock price would be higher if they had their ideal shareholder base Most companies (80%) believe that their stock price would trade higher over a two to three year period if they could attract their ideal shareholder base. On average, companies estimate their stock would rise 15% and share price volatility decrease 20%. These stock-market effects seem to be driven by companies’ beliefs that a more suitable shareholder base would allow management to implement the company’s strategy more effectively, put less pressure on management to focus on short-term results, and provide higher quality feedback on management’s decision. Three-quarters of companies (76%) agree or strongly agree with at least one of these three factors being a benefit of attracting their ideal shareholder base. “Companies see very large, tangible benefits to managing their shareholder base, so there seems to be a real opportunity for some companies to improve corporate decisions and increase their value by paying close attention to who holds their shares,” says Professor Beyer. Senior leaders spend considerable time managing their shareholder base Almost all companies (91%) discuss the composition of their shareholder base at the senior executive level. A large majority (75%) discusses this at the board level. On average, the CEO spends 4.2 days per quarter managing the company’s shareholder base. As might be expected, the CFO spends even more time – 6.4 days on average. “The amount of time senior leaders spend on developing their company’s shareholder base shows a real recognition of the importance of shareholder characteristics for a company’s performance. Understanding how shareholders affect management decisions is key for any company,” says Professor Larcker. Companies rely on road shows and investor conferences – fewer companies actively reach out to potential investors When it comes to actively managing their shareholder base, companies most frequently rely on investor conferences, road shows, and meetings of current and potential shareholders with top management or members of the board. About three- quarters of the companies use these tools at least on a quarterly basis. Significantly fewer companies actively approach potential shareholders with more than 40% of companies pursuing this strategy less than twice a year.
  • 5. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 3 Review of Findings Composition of Shareholder Base 1. What is the investment horizon of a typical investor (in years)? Short-term investor 0.6 years or less Medium-term Between 0.9 and 2.3 years Long-term 2.8 years or longer 2. How important are the following to a long-term investor? Next quarter’s earnings Percent 1 Extremely important 67 Somewhat important 31 Not at all important Stable/smooth earnings path Percent 49 Extremely important 45 Somewhat important 7 Not at all important Growth opportunities Percent 95 Extremely important 5 Somewhat important 0 Not at all important Cost cutting Percent 17 Extremely important 69 Somewhat important 14 Not at all important Payout policy (dividends and share repurchases) Percent 46 Extremely important 46 Somewhat important 8 Not at all important Active engagement with the company regarding management decisions Percent 30 Extremely important 47 Somewhat important 22 Not at all important Sustainability of the firm’s business model Percent 98 Extremely important 2 Somewhat important 0 Not at all important
  • 6. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 4 3. What is the typical investment horizon of the following shareholder groups? Retail shares held in street name Percent 13 Long-term 21 Somewhat long-term 33 Medium-term 23 Somewhat short-term 9 Short-term Retail shares held in personal name Percent 25 Long-term 22 Somewhat long-term 30 Medium-term 17 Somewhat short-term 4 Short-term Passive Fund – Index Percent 46 Long-term 31 Somewhat long-term 13 Medium-term 6 Somewhat short-term 4 Short-term Active Fund -Growth Percent 6 Long-term 33 Somewhat long-term 38 Medium-term 19 Somewhat short-term 4 Short-term Active Fund – Value Percent 17 Long-term 41 Somewhat long-term 30 Medium-term 11 Somewhat short-term 1 Short-term Hedge Fund; long/short positions Percent 0 Long-term 0 Somewhat long-term 6 Medium-term 28 Somewhat short-term 67 Short-term
  • 7. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 5 Pension Fund Private Percent 39 Long-term 39 Somewhat long-term 20 Medium-term 2 Somewhat short-term 0 Short-term Pension Fund Unions Percent 36 Long-term 46 Somewhat long-term 16 Medium-term 2 Somewhat short-term 0 Short-term Pension Fund Public Percent 42 Long-term 46 Somewhat long-term 12 Medium-term 1 Somewhat short-term 0 Short-term Activist Individual Percent 1 Long-term 3 Somewhat long-term 17 Medium-term 39 Somewhat short-term 41 Short-term Activist Fund Percent 1 Long-term 4 Somewhat long-term 22 Medium-term 36 Somewhat short-term 37 Short-term Top Management Percent 77 Long-term 16 Somewhat long-term 4 Medium-term 3 Somewhat short-term 0 Short-term
  • 8. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 6 Directors of the company Percent 76 Long-term 16 Somewhat long-term 6 Medium-term 2 Somewhat short-term 0 Short-term Employee stock ownership plan (ESOP) Percent 53 Long-term 22 Somewhat long-term 18 Medium-term 4 Somewhat short-term 3 Short-term 4. What is the current composition of your company’s shareholder base? Percent 7.6 Retail shares held in street name 3.7 Retail shares held in personal name 14.3 Passive Fund – Index 23.0 Active Fund – Growth 15.3 Active Fund – Value 8.1 Hedge Fund; long/short positions 1.8 Pension Fund Private: 0.9 Pension Fund Unions 1.7 Pension Fund Public 0.4 Activist Individual 1.3 Activist Fund 5.0 Top Management 3.4 Directors of the company 1.4 Employee stock ownership plan (ESOP) 8.7 Other 3.4 Unknown Note: The differences between Q4 and Q10 is due to different sample sizes. For Q10, the sample size is smaller than for Q4. The “Actual” column on Q10 only includes the firms that responded to the question of the “Ideal” shareholder base.
  • 9. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 7 5. How would you characterize the investment horizon of your company’s current shareholder base? Percentage of shareholder base best described as Percent 9.5 Exclusively short-term 12.2 Somewhat short-term 24.7 Medium-term 24.1 Somewhat long-term 25.6 Exclusively long-term 4.0 Unknown Management of Shareholder Base 6. Is the composition of the shareholder base discussed at the C-level or Board in your company? Board-Level Percent 75 Yes 13 No 12 Don’t know C-Level Percent 91 Yes 7 No 2 Don’t know 7. How frequently do you employ the following strategies in order to actively manage your company’s shareholder base? Road shows Percent 37 More than quarterly 39 Quarterly 12 Semi-annually 5 Annually 7 Less than annually Investor conferences Percent 50 More than quarterly 33 Quarterly 7 Semi-annually 7 Annually 2 Less than annually Identify and actively approach shareholders (targeting) Percent 29 More than quarterly 28 Quarterly 15 Semi-annually 12 Annually 16 Less than annually
  • 10. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 8 Capital Market Day (company specific, no conference) Percent 2 More than quarterly 0 Quarterly 2 Semi-annually 32 Annually 64 Less than annually Enable meetings of current shareholders with board members and/or top management Percent 49 More than quarterly 22 Quarterly 9 Semi-annually 8 Annually 12 Less than annually Enable meetings of prospective shareholders with board members and/or top management Percent 48 More than quarterly 26 Quarterly 8 Semi-annually 5 Annually 13 Less than annually 8. How much time do the following executives spend actively managing shareholder base (days/quarter)? CEO – 4.2 days/quarter CFO – 6.4 days/quarter 9. How much time does the investor relations function spend actively managing the shareholder base (days/quarter)? 31.3 days/quarter Ideal Target/Shareholder Base 10. Describe your ideal or best possible composition of your company’s shareholder base versus your actual shareholder base: Ideal Actual Difference Retail shares held in street name 5.8% 7.4% -1.6% Retail shares held in personal name 3.7% 3.9% -0.2% Passive Fund - Index 15.3% 14.6% 0.7% Active Fund -Growth 25.0% 23.0% 2.0% Active Fund - Value 16.9% 14.6% 2.3% Hedge Fund; long/short positions 3.2% 8.4% -5.2% Pension Fund Private 3.9% 1.4% 2.5% Pension Fund Unions 1.6% 1.0% 0.6% Pension Fund Public 3.6% 2.0% 1.6% Activist Individual 0.0% 0.0% 0.0% Activist Fund 0.0% 1.3% -1.3% Top Management 6.1% 4.3% 1.8% Directors of the company 3.2% 3.6% -0.4% Employee stock ownership plan (ESOP) 3.1% 1.4% 1.7% Other 2.7% 9.8% -7.1% Unknown 6.1% 3.5% 2.6% Note: The differences between Q4 and Q10 is due to different sample sizes. For Q10, the sample size is smaller than for Q4. The “Actual” column on Q10 only includes the firms that responded to the question of the “Ideal” shareholder base.
  • 11. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 9 11. To what extent do you agree with the following statements? “If the company attracted its ideal/target shareholder base…:” Management would face less pressure to focus on short-term results Percent 12 Strongly agree 46 Agree 24 Neither agree nor disagree 15 Disagree 3 Strongly disagree Management could implement the company’s strategy more effectively Percent 6 Strongly agree 33 Agree 37 Neither agree nor disagree 19 Disagree 5 Strongly disagree Management could make better investment decisions Percent 6 Strongly agree 24 Agree 42 Neither agree nor disagree 21 Disagree 7 Strongly disagree Management could more easily pursue value-enhancing strategic M&A transactions Percent 7 Strongly agree 24 Agree 46 Neither agree nor disagree 20 Disagree 4 Strongly disagree Shareholders would provide higher quality feedback on management’s decision Percent 14 Strongly agree 34 Agree 38 Neither agree nor disagree 10 Disagree 4 Strongly disagree Board would be able to focus on business rather than appeasing certain shareholders Percent 8 Strongly agree 25 Agree 38 Neither agree nor disagree 22 Disagree 7 Strongly disagree
  • 12. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 10 12. To what extent do you agree with the following statements? “The ideal/target shareholder for our company is characterized by:” Holding only long positions Percent 14 Strongly agree 48 Agree 18 Neither agree nor disagree 19 Disagree 2 Strongly disagree Ownership not over 10% Percent 16 Strongly agree 48 Agree 23 Neither agree nor disagree 12 Disagree 1 Strongly disagree Ownership not over 5% Percent 5 Strongly agree 24 Agree 36 Neither agree nor disagree 32 Disagree 4 Strongly disagree Non-activist Percent 41 Strongly agree 46 Agree 11 Neither agree nor disagree 2 Disagree 0 Strongly disagree Invested at a price below current price Percent 11 Strongly agree 46 Agree 37 Neither agree nor disagree 7 Disagree 1 Strongly disagree Invested at a price close to current price Percent 0 Strongly agree 21 Agree 63 Neither agree nor disagree 15 Disagree 2 Strongly disagree
  • 13. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 11 Long-term investment horizon Percent 51 Strongly agree 41 Agree 8 Neither agree nor disagree 0 Disagree 0 Strongly disagree Medium-term investment horizon Percent 12 Strongly agree 69 Agree 18 Neither agree nor disagree 1 Disagree 0 Strongly disagree Short-term investment horizon Percent 0 Strongly agree 8 Agree 22 Neither agree nor disagree 46 Disagree 24 Strongly disagree Pursues investment strategy focused on growth Percent 15 Strongly agree 54 Agree 25 Neither agree nor disagree 6 Disagree 0 Strongly disagree Pursues investment strategy focused on value Percent 7 Strongly agree 57 Agree 28 Neither agree nor disagree 8 Disagree 1 Strongly disagree Has preference for increase in dividend payments Percent 6 Strongly agree 28 Agree 34 Neither agree nor disagree 22 Disagree 11 Strongly disagree
  • 14. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 12 Votes consistently with management Percent 20 Strongly agree 37 Agree 37 Neither agree nor disagree 6 Disagree 0 Strongly disagree Does not vote Percent 1 Strongly agree 3 Agree 33 Neither agree nor disagree 42 Disagree 20 Strongly disagree Resides in a specific geographical location Percent 0 Strongly agree 7 Agree 37 Neither agree nor disagree 33 Disagree 23 Strongly disagree Possesses substantial industry expertise Percent 6 Strongly agree 37 Agree 44 Neither agree nor disagree 9 Disagree 4 Strongly disagree 13. Do you expect that a change in your shareholder base toward your ideal/target composition would have a positive impact on your share price over the next two to three years? Percent 80 Yes 20 No 14. Suppose you could change the composition of your shareholder base such that the ownership of an ideal investor as described above increases by 10% which of the following benefits would you expect to realize over the next two to three years: Increase in share price – 15.4% increase Decrease in volatility – 19.6% decrease Increase in trading volume – 5.9% increase
  • 15. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 13 15. Suppose a company in your industry has a shareholder base that is dominated by investors with short-term investment horizons. To what extent to you agree with the following statements? “A company with a shareholder base that is dominated by investors with short-term investment horizons…” Has reduced market value Percent 7 Strongly agree 34 Agree 40 Neither agree nor disagree 20 Disagree 0 Strongly disagree Has reduced long-term growth Percent 6 Strongly agree 36 Agree 36 Neither agree nor disagree 22 Disagree 0 Strongly disagree Cannot focus on strategic decisions because of the focus on short-term success Percent 7 Strongly agree 58 Agree 21 Neither agree nor disagree 13 Disagree 0 Strongly disagree Focuses on cost-cutting Percent 7 Strongly agree 44 Agree 36 Neither agree nor disagree 12 Disagree 1 Strongly disagree Cannot effectively implement the company’s strategy Percent 2 Strongly agree 37 Agree 40 Neither agree nor disagree 19 Disagree 2 Strongly disagree Is restricted from making strategic acquisitions Percent 3 Strongly agree 22 Agree 45 Neither agree nor disagree 25 Disagree 4 Strongly disagree
  • 16. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 14 Demographic Information What is the annual budget for Investor Relations in your company (excluding annual report costs and listing fees but including staff salaries and benefits as well as allocated overhead)? $818,423 mean $550,000 median How many people work in Investor Relations in your company? 2 mean 2 median How frequently do you use outside Investor Relation consultants? Percent 23 On an ongoing basis 39 Occasionally 38 Never What is the revenue for your company? Percent 15 <$500 million 19 $500 million to $1 billion 39 $1 billion to $5 billion 12 $5 billion to $10 billion 9 $10 billion to $20 billion 7 >$20 billion What is the industrial sector for your company? Percent 2 Business Services 2 Chemicals 2 Commercial Banking 1 Commodities 2 Communications 7 Computer Services 9 Electronics 7 Energy 10 Financial Services (other than commercial banking) 4 Food and Tobacco 7 Industrial and Transportation Equipment 2 Insurance 2 Lumber and Paper 12 Other Manufacturing 8 Other Services 5 Retail Trade
  • 17. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 15 What is the industrial sector for your company? (continued) 0 Transportation 3 Utilities 1 Wholesale Trade 13 Other What is your gender? Percent 61 Male 39 Female What is your age? Percent 3 <30 23 31 to 40 37 41 to 50 27 51 to 60 9 61 to 70 0 >70 How long have you been employed in investor relations? Percent 7 Less than one year 10 1 – 2 years 8 3 – 4 years 11 5 – 6 years 12 7 – 10 years 21 11 – 15 years 19 16 – 20 years 11 20 – 30 years 1 31+ years What is your title? Percent 39 Vice President 12 Senior Vice President 1 Executive Vice President 31 Director 9 Manager 7 Other
  • 18. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 16 Methodology Results are based on the survey of 138 investor relations professionals conducted between February and March 2014.
  • 19. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 17 About the Authors Anne Beyer Anne Beyer is an Associate Professor of Accounting at the Stanford Graduate School of Business and former Michelle R. Clayman Faculty Scholar. Anne’s research interest is in the area of financial accounting with a focus on corporate disclosure, capital market prices, and corporate governance. Her recent work has examined the properties of analyst and management earnings forecasts as well as investors’ reaction to different kinds of corporate disclosures. Email: abeyer@stanford.edu David F. Larcker David F. Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; director of the Corporate Governance Research Initiative; and senior faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation and corporate governance. Professor Larcker presently serves on the Board of Trustees for Wells Fargo Advantage Funds. He is co-author of the books A Real Look at Real World Corporate Governance and Corporate Governance Matters. Email: dlarcker@stanford.edu Brian Tayan Brian Tayan is a member of the Corporate Governance Research Initiative at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including the boards of directors, succession planning, compensation, financial accounting, and shareholder relations. He is co-author with David Larcker of the books A Real Look at Real World Corporate Governance and Corporate Governance Matters. Email: btayan@stanford.edu Acknowledgements The authors would like to thank Matt D. Brusch, Ariel A. Finno, and Michelle E. Gutman for assistance in the preparation of this study.
  • 20. 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making 18 About NIRI and the Rock Center About the National Investor Relations Institute Founded in 1969, the National Investor Relations Institute (NIRI) is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts and other financial community constituents. The largest professional investor relations association in the world, NIRI’s more than 3,300 members represent over 1,600 publicly held companies and $9 trillion in stock market capitalization. www.niri.org About The Rock Center for Corporate Governance The Arthur and Toni Rembe Rock Center for Corporate Governance is a joint initiative of Stanford Law School and the Graduate School of Business at Stanford University. The Center was created to advance the understanding and practice of corporate governance in a cross-disciplinary environment where leading academics, business leaders, policy makers, practitioners and regulators can meet and work together. www.rockcenter.law.stanford.edu Contact Information For more information on this report, please contact: Katie Pandes Assistant Communications Director Stanford Graduate School of Business Knight Management Center Stanford University 655 Knight Way Stanford, CA 94305-7298 Phone: 650.724.9152 Email: kpandes@stanford.edu Ariel A. Finno Director-Research National Investor Relations Institute 225 Reinekers Lane Alexandria, VA 22314 Phone: 703.562.7678 Email: afinno@niri.org © National Investor Relations Institute and Stanford University | 2014 Study on How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making