The Speculator
A bad corporate
attitude brings better returns
Ratings firms have begun to address mistrust of
management by issuing ratings on disclosure, executive pay and board
independence. The hitch: Those rated lowest often produce the highest performance.
By Victor
Niederhoffer and Laurel Kenner
"That honesty is the best
policy may be a good general rule, but is liable to many exceptions."
--David Hume
In the post-Enron (ENRNQ, news, msgs) atmosphere of mistrust, some
are finding opportunity among the ruins. Firms such as Standard & Poor’s,
Moody’s, Institutional Shareholder Services, Investor Responsibility Research
Center and the newly founded GovernanceMetrics International have started
providing corporate governance evaluations.
While each system is different, all seek to help investors distinguish
companies run for the benefit of management from those devoted to owners’
interests. The ratings measure such things as board independence, disclosure,
fairness of executive compensation, the ability of owners to get the highest
price for their holdings and provisions against share dilution.
But companies with the best corporate governance ratings don’t always
perform the best. Enron’s board met all the usual standards for independence
and internal-control reports that the corporate governance services look for in
giving the highest ratings to boards. Yet Enron still managed to suddenly go
bankrupt.
Another
company -- whose chief executive is known as the standard bearer for integrity
-- has a board that includes him, his wife, his son and the corporate lawyer.
No effective provisions for outside control of the chief executive seem in
place except for his own reputation, his oft-proclaimed predilection for
honesty and his concern for the stockholders. That company is Berkshire
Hathaway (BRK.A, news, msgs). It has returned an average
of 22% a year to its stockholders for the past 25 years, double the return of
the S&P 500 Index ($INX).
These examples of returns belying the corporate governance rankings are by
no means atypical. The following companies were the best and worst in Business
Week’s first ratings of corporate governance, published Oct. 7, 2002. We add
their stock prices then and at the end of last week.
Best boards, Business Week rankings Oct. 7, 2002
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Worst boards, Business Week rankings Oct. 7, 2002 |
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As the tables show, the companies with the worst-rated boards were up 4
percentage points more than those with the best-rated boards.
The risk-reward explanation
A reason could be that the higher the reputation for corporate governance,
the higher the price goes. After all, the companies with good corporate
governance should provide a less uncertain stream of earnings and returns than
those with bad governance. The less the uncertainty, the lower the risk and the
lower the required return. Conversely, companies with poor “honesty” ratings
tend to have much more uncertainty, so required returns must be high to account
for the higher risk.
This conclusion is at odds with the results of a seminal study on the subject
by Paul A. Gompers and Joy L. Ishii of Harvard and Andrew Metrick of Wharton.
Their paper, “Corporate Governance and Equity Prices,” was published in the
February 2003 edition of the Quarterly Journal of Economics. It's a model of
scholarly and practical precision. The authors use annual reports, proxy
statements and state laws to rate each company on 24 separate measures of
corporate governance. They then divide the companies up into deciles based on
how many of the provisions could be used against the interests of the owners
and in favor of entrenched management. For example, they look at whether the
board has flexible authority as to the timing, dividends and conversion rights
of preferred stock. Such a “blank check” arrangement enables the company to
make itself unattractive to a potential acquirer, thereby reducing the
potential for shareholder returns.
Gompers and his co-authors compute and compare returns in a number of
useful ways. A typical result shows that a dollar invested in 1990 in the
companies that lean toward shareholders came to $7.10 through year-end 1999,
while a dollar invested in the companies where management has the upper hand
came to $3.39. The results held up after adjustments for industry, book value,
company size and stock price momentum.
The Gompers study examines all sorts of likely explanations for the
results. The authors conclude that the results are robust and stable, and show
that the shareholder-rights companies earn an abnormal return of 0.9% per month
above the management-rights portfolio.
Other studies have found that managements can be quite adept at running
companies for their benefit to the exclusion of the interests of minority
stockholders. This predilection for expropriating funds that rightfully belong
to the owners is found so frequently that the professors have given it a name:
“tunneling.” The opposite effect, much rarer, whereby entrepreneurs transfer
resources into the company, is called “propping.” The tendency to tunnel and
prop is found to be greatest in countries with weak legal systems. A good
working hypothesis would be that it is also the greatest in companies with weak
corporate governance. A good report on the subject is “Propping and Tunneling,”
by Eric Friedman, Simon Johnson and Todd Mitton. (You'll find the link at left
under Related Sites.)
When they're bad, they're better
It seems unjust and unlikely, given the Gompers study, but we have
uncovered further evidence that badly run companies have outperformed well-run
ones in recent months. After examining Business Week’s “best boards” companies,
we looked at an even broader survey conducted by Standard & Poor’s and came
to similar conclusions.
On Oct. 16, 2002, S&P ranked 450 of the companies in the S&P 500
based on quantity and quality of their public disclosures. The firm ranked the
companies on 98 separate categories of disclosure relating to ownership
structure, financial transparency and their board and management structure.
Note that the rankings relate only to the quantity and quality of
information supplied and make no judgment as to whether any particular
ownership structure is good or bad. A company like Berkshire Hathaway could be
very transparent in reporting that its board consists mainly of executives and
relatives. Thus, it would be awarded with a favorable rank for disclosure.
It’s a good working hypothesis that the better the disclosure, the better
the governance. Indeed, regardless of anything else, the extent of information
would seem to be a very important of governance. But the performance results
are sobering. Consider some of the companies that provided poor and meager
information about their board structure: Sanmina (SANM, news, msgs) gained 195% from S&P’s
publication of the rankings on Oct. 16, 2002, through April 17, 2003; Ciena (CIEN, news, msgs) was up 19%; and Linear
Technology (LLTC, news, msgs), grew by 43%.
All told, the 25 companies rated low by Standard and Poor's for board
structure returned an average of 36% over the same time period. The 121 with
the top ratings gained just 12%.
Thus, the average return of the 25 “bad disclosure” companies was three
times as high as that of the “good disclosure” companies -- a significant
difference. The bad companies actually showed a smaller dispersion about their
mean than the good companies.
The results for total rankings on disclosure are similar. Companies ranked
“below average” have gone up an average of 12% since the rankings began, while
companies rated “above average” rose just 10%.
The four companies with the lowest transparency and disclosure rankings
for board makeup -- American Power Conversion (APCC, news, msgs), Apollo Group (APOL, news, msgs), Bed Bath & Beyond (BBBY, news, msgs) and Sanmina -- rose an
average of 64%.
Thus, that terrible law of ever-changing cycles is at work again. Just
when the consensus tells us that the best thing to do is to buy companies with
great disclosure about their corporate governance (and, presumably, excellent
corporate governance as well), it’s time to buy the bad ones. (Many other
examples of ever-changing cycles, e.g., in the field of biotechnology and trend
following, are covered in our just-published book "Practical
Speculation.")
The performance of all 450 companies ranked by S&P is available on our
Web site.
We'll close by listing the best and worst from GovernanceMetrics
International’s first ratings of corporate governance, announced Dec. 4, 2002.
Five companies tied for top scores:
The 10 companies with
below-average scores from GMI are:
Can you guess which ones we might be tempted to
waltz around the trading floor?
At
the time of publication, neither Victor Niederhoffer nor Laurel Kenner owned
shares of any of the equities mentioned in this column.