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Strategic Disclosure: Corporate Reputation and the Communication of Strategy Richard Whittington ([email protected]) Basak Yakis-Douglas ([email protected]) Version 1 September 2010 Please do not quote without referring back to the authors. Introduction This chapter considers the impact of companies' external communications about strategy on their reputations. Such strategy communications can take many forms, including material in companies' own annual reports and the media, and the impact may be felt in various ways, including consumer loyalty and managerial rankings such as the Fortune Most Admired list. In this chapter, however, the empirical focus is on the growing phenomenon of companies' own forward-looking communications about their strategies, and reputational impact is considered in terms of consequences in the financial markets. Specifically we address the spread of such strategy communications, abnormal stock returns due to these communications, and the nature of these communications in terms of their language, themes and strategies involved. 1 These strategy communications typically take the form of 'strategy meetings', 'strategy presentations', 'strategy reviews', or 'strategy updates', carried out with external audiences. Two prominent examples illustrate their nature and the impact they can have. In February 2008, the Chairman and Chief Executive of Kodak, the world's foremost imaging company, held a 'strategy meeting' with financial analysts and institutional shareholders, made available more widely by live webcast (M2 PressWire, 7 February, 2008). Kodak's proposed strategy focused on plans for the declining traditional film business and innovations in digital imaging. The strategy was wellreceived: on the same day, Kodak's stock-price increased by nearly 4 per cent. Less wellreceived was Time Warner's 'business strategy update' of August 2006. Here the company's top management communicated to analysts a strategy that included a shift for AOL, its broadband internet business, towards free rather than paid access, with advertising as the new main source of revenues (Voxant FD Wire, 2 August, 2006). Time Warner's stock price fell by more than 4 per cent the same day, costing shareholders about $2bn. While most such strategy communications do not evoke such strong reactions, it is clear that a company's ability to convey a positive and plausible strategy matters to shareholders. In focusing on shareholder responses to external strategy communications, we connect directly to the corporate reputation literature's central concern for how stakeholders regard a firm's potential to deliver value (Rindova, Pollock and Hayward, 2006). Within that broad literature, we take a specific position in three respects. First of all, of course, we are interested in reputation as perceived by shareholders, rather than by stakeholders in general (Pfarrer, Pollock and Rindova, 2010). Second, the kind of value at stake is directly financial, rather than the value implicit in more conventional measures such as product or service quality (Rindova et al, 2005). Finally, 2 unlike concrete market signals of reputation based on actual conduct (Basdeo et al, 2006), strategy communications are a form of signalling concerned primarily with promises and claims about the future value of the firm. The focus is not on particular moves that have already occurred, such as pricing, investment or new products, but on what Fombrun and Rindova (1999) have called 'strategic projections': in other words, information about intentions placed within interpretive and symbolic frames designed to impress audiences favourably. In this chapter, therefore, strategy communications involve broad claims about the value of a firm's future activities, typically assessed by shareholders in terms of upside potential and plausibility. Our purpose in this chapter is to establish such strategy communications as an important form of reputation management. Apart from some pioneering work by Pietro Mazzola and colleagues on Italian companies (e.g. Mazzola et al, 2006), the strategy communications that we are concerned with have attracted very little research attention. Accordingly we shall introduce two kinds of preliminary data: first, data on the use of strategy communications amongst Fortune Global 100 companies between 1995 and 2009; second, data on the performance impacts of such strategy communications amongst a set of American corporations in the period 2005-2009. Our aim is with these data is to show the growth of strategy communications amongst large global corporations and their potential significance for shareholders. However, as well as establishing the broad outlines of our phenomenon, we shall draw on a variety of literatures that, while typically not addressing strategy communications directly, none the less do point to possible lines of inquiry regarding their spread, characteristics and performance impact. Particularly useful here will be the finance and accounting literature, concerned with the potential information asymmetries between corporate managers and shareholders and analysts in the 3 financial markets (Bassen et al, 2010). The critical importance of these asymmetries, for both corporations and policy-makers, has attracted a large volume of research on voluntary disclosure, especially of forward-looking information, that is highly relevant to strategy communications in particular. However, we shall also draw on institutionalist accounts of new practice adoption, strategy theories on the role of signalling in competitive interaction, and various insights into potentially significant characteristics of strategy communications stemming from discourse analysis broadly conceived. The chapter continues with three substantive sections. First, we identify the growth of strategy communications amongst large firms globally, and exploring financial market and other institutional pressures accounting for this. Here we propose avenues for further research building on the wider finance and accounting literature on disclosure and on insights from both strategy and institutionalist theory. We continue by considering the impacts that these strategy communications may have, positive and negative, and suggest how existing research in the finance and strategy literatures might help to explain these. The third substantive section addresses the characteristics of these strategy communications, and indicates the potential of strategy theory and discourse analysis for understanding these better, including performance implications. Our final discussion highlights research opportunities in the area of strategy communications generally, and then picks up on the significance of strategy communications for public policy and the support of long-term investment in market economies. 4 Who Communicates? While companies are typically obliged to say something about their strategy in their annual reports and stock exchange filings, the more extensive and specialised strategy communications with which we are concerned come within the broad category of 'voluntary disclosures' that also includes such phenomena as earnings forecasts, business segment reporting and new product announcements (Bassen et al, 2010: 63). There is considerable variability in the willingness of large corporations to make these kinds of strategy disclosures. A Factiva search suggests that exactly a quarter of Fortune Global Top 100 corporations made external strategy communications during 2009: included are consumer companies such as Procter & Gamble, Vodafone and Nokia, financial companies such as Barclays and DeutscheBank, and BRIC and Asian companies such as Lukoil and Toshiba.1 As Figure 1 suggests, the proportion of Fortune Global Top 100 corporations choosing to make these strategy communications has risen substantially since the 1990s, with a peak of 29 in 2005 and a fairly steady pattern since then. For these large global corporations, therefore, strategy communications seem to be an increasingly common but still far from universal form of reputation management. This growth of strategy communication, and the variability in take-up, needs to be explained. Potential explanatory approaches fall into three main camps: voluntary disclosure theory from the finance and accounting literature; insights into competitive interaction from strategy and economics; and broadly institutionalist accounts taking a sociological perspective. [Figure 1 about here] 1 Search terms: 'strategy meeting', 'strategy presentation', 'strategy review', 'strategy update', and 'strategy announcement', excluding internal events and reviewed for relevance. 5 The finance and accounting literature has discussed voluntary disclosures in general (particularly earnings forecasts and business segment information), but paid very little attention to strategy communications in particular. Partial exceptions here are Eng and Mak (2001) and Mazzola et al (2006), but neither focuses on the choice of strategy communications as distinct phenomena. None the less, the finance and accounting literature has identified pros and cons to voluntary disclosures broadly conceived. On the one hand, this literature highlights the benefits of disclosure in mitigating the agency problem existing between corporate managements and shareholders: the reduction in uncertainty attendant on reducing information asymmetries increases the willingness of shareholders to pay more for the company's stock (Bassen et al, 2010; Healy and Palepu, 2001). Ambitious and innovative strategies are especially liable to be undervalued if firms are unable to persuade shareholders and analysts to give their support (Healy and Palepu, 1995). On the other hand, there are also potential 'proprietary costs' to disclosing private information (Wagenhofer, 1990; Prencipe, 2005). First there are the direct proprietary costs involved simply in preparing the appropriate information and presenting it effectively. The analysts and institutional shareholders that make up the audience for strategy meetings are both informed and influential. They are highly demanding in terms of appropriate information and chief executive officers and their teams must invest heavily in preparing their presentations to them (Demons and Marston, 2008; Roberts et al, 2006). Then there are the potential proprietary costs imposed by the reactions of competitor and other actors to the information released. For example, information concerning the high potential profits of a particular strategy is liable to encourage competitors to attempt imitation and regulators to 6 investigate potential abuses of market power (Wagenhofer, 1990). Strategy communications regarding good prospects can actually be self-defeating. Given the pros and cons of voluntary disclosure, the finance and accounting literature has explored various factors that are likely to favour greater openness. First, there are a number of firm-specific structural factors that may promote disclosures. Large size may reduce proprietary costs, by spreading the cost of information management and, perhaps, by reducing the threat of competitor reaction (Bassen et al, 2010). Complex and diversified businesses that are hard for outsiders to understand have a greater incentive to reduce information asymmetries through disclosure, as do those companies with a high market-to-book value (reflecting for instance high expenditures on marketing or research and development) whose assets analysts may perceive as uncertain (Hutton, 2005; Barth et al, 2001). Ownership and board structure also influence patterns of disclosure, with large proportions of institutional ownership, government ownership and low managerial ownership for example increasing the propensity to disclose (Eng and Mak, 2001; Hutton, 2005). Firms that have a large analyst following are more likely to disclose, though the relationship goes in the opposite direction as well, with disclosure encouraging increased analyst following too (Hutton, 2005; Barth et al, 2001). As well as these structural reasons for favouring disclosure, the literature identifies more contingent ones. These include prospective or recent transactions requiring shareholder support, for example acquisitions, security offerings or debt offerings (Healy and Palepu, 2001). Poor performance, a contest for corporate control and CEO turnover can also increase the likelihood of voluntary disclosure (Skinner, 1994). These types of urgent contingencies may help explain the number of financial institutions (six) amongst the 25 Fortune Global 100 making strategy communications during the 7 financial crisis of 2009. In any case, it seems that findings from the finance and accounting literature on voluntary disclosures generally may offer a number of avenues for researching the decision to communicate about strategy in particular. The strategy literature too proposes a number of factors that may encourage strategy communications specifically. Wagenhofer's (1990) warning about the danger of prompting competitor entry into attractive markets finds counter-arguments in the literature on strategic interactions. Here strategy communications may actually diminish competitive rivalry. Thus incumbents trying to defend their position in an industry can signal commitment in order to deter new entry, for example by announcing ambitions with regard to market share or future capacity increments or by affirming the importance of that industry with regard to the strategy of the firm as a whole (Porter, 1985). In industries where there are large sunk costs (because of R&D or initial capital investments), there are incentives to signal intentions clearly to competitors in order to discourage new entrants (Farrell, 1987). Similarly, in capital intensive industries such as paper and pulp, announcements of plans for new capacity help to manage aggregate investment in the industry, holding back more marginal projects, especially in competitive sub-sectors (Christensen and Caves, 1997). Strategy communications can thus work to reduce competitive rivalry in an industry, and are particularly likely where large investments are required. Some initial support for such industry effects is provided by the fact that eight of the 25 Fortune Global 100 corporations communicating strategy in 2009 were oil companies, working in an industry characterised by substantial and interdependent investments. 8 The literatures on voluntary disclosure and strategy dynamics help account for the relative propensity to communicate about strategy cross-sectionally, but are less able to explain the general increase in such communications since the 1990s. Here broadly institutionalist perspectives may be more helpful. The institutional context in which at least American large firms have evolved in the last two decades has seen a growing emphasis on shareholder value as the guiding norm of business, associated with the rise of large institutional shareholders such as mutual funds and an accompanying increase in the numbers of financial analysts hungry for information (Fligstein, 2001; Davis, 2009). In this institutional environment, there are substantial penalties to corporations that are unable to 'sell' strategic visions that fit the preconceptions of the analyst and shareholder community, the discount suffered by conglomerates being a case in point (Zuckerman, 2000). The result has been a parallel rise within large corporations of investor relations professionals, responsible for supplying information to shareholders and analysts (Kelly et al, 2010; Sandhu, 2009). Taking an institutionalist perspective, Rao and Sivikumar (1999) find that the creation of investor relations departments by Fortune 500 firms is significantly associated with the number of financial analysis following the company, as well as the existence of board interlocks with other companies that had already instituted investor relations departments. Similar institutional factors may be at play in the decision to communicate about strategy. None the less, the implications of an institutional shift towards shareholder value are still somewhat ambiguous with regards for strategy communications. On the one hand, the institutional prioritisation of shareholder value has increased the availability of financial information, and this commodification of quantitative data may have placed a premium on more 9 qualitative inputs, such as strategy communications, that are more likely to provide analysts with an edge (Rogers, 2005). On the other hand, investor relations departments still struggle to get analysts to look beyond their focus on quarterly earnings in order to consider prospects for the long-term (Laskin, 2009). Internally too, finance and strategy can be awkward partners. Zorn (2004) finds that the creation of the 'chief finance officer' position in large corporations, linked to the rise of shareholder value concerns, is negatively associated with the presence of a strategic planning VP. Thus, there is a suggestive parallel between the general growth of strategy communications and the institutional shift to norms of shareholder value, but the exact links between these trends are not unproblematic and remain to be teased out. Institutions may also help explain international differences in strategy communications. Again, the relationship with American-style shareholder value appears complex. Amongst the 25 Fortune Global 100 corporations making strategy communications in 2009 (Figure 1), it is striking that only three are American: Exxon Mobil, Marathon and Procter & Gamble. At 12.0 percent, this contrasts strikingly with the 31 percent share of the Fortune Global 100 held by American companies. Here institutionally-sensitive research into patterns of international voluntary disclosure may be informative. It has been found that companies based in common-law countries (such as the United Kingdom, Australia and the United States) are generally more likely to voluntarily disclose (Hope, 2003), and the same might be expected of strategy communications in particular. On the other hand, companies coming from civil-law or other traditions have an increased propensity to disclose as they become more global in scope: participation in the global market-place increases the incentives to conforming to the standards of common-law institutions as well (Webb et al, 2007). This emergence onto the international 10 arena may explain the readiness of new BRIC multinationals such as Lukoil to communicate about its strategy. In sum, strategy communications have become a widely-used tool of reputational management amongst large corporations internationally. Although there has been very little research on the adoption of strategy communications specifically, the literatures on voluntary disclosure, competitive interaction and institutional change all suggest paths for further research. The propensity for strategy communications is likely to be influenced by institutional environment, industry effects such as the nature of strategic investments and rivalry, firm-specific structural factors such as ownership, complexity and analyst following, and more contingent firm factors such as performance problems, CEO turnover or the proximity of large financial transactions. The Impact of Strategy Communication The discussion so far has pointed already to a number of potential impacts of strategy communications, for example on competitors and regulators and the extent of coverage by financial analysts. In this section, however, we shall concentrate on firm performance, relating directly to the corporate reputation literature's central concern for how stakeholders regard a firm's potential to deliver value (Rindova et al, 2006). In general, corporate reputations do indeed impact performance, with historically good reputations predicting superior performance going forward (Roberts and Dowling, 2003). However, despite their increasing role in the reputation management of many corporations, strategy communications specifically are not so predictable in terms of performance effects. The strategy literature is ambivalent about the value of the kind 11 of formal, explicit strategic plans on which external strategy communications typically draw: such plans are liable to hamstring managers in dynamic conditions and the evidence of performance benefits to strategic planning generally is far from conclusive (Brews and Hunt, 1999; Slater et al, 2006). The only study of the external communication of strategic plans, although recording some positive impacts, remains unpublished (Mazzola et al, 2007). Again, it is necessary to turn to the finance and accounting literatures both for clues as to likely performance impacts and for guidance as to directions for further research. Given the regulatory constraints on quoted companies, external strategy communications are typically events whose precise timings are well-publicised and whose contents quickly reach the financial markets at large (Mazzola et al, 2006). Accordingly, the impacts of such communications lend themselves to the event study methods long-used in the finance and accounting literature and applied increasingly elsewhere (MacKinlay, 1997). Indeed, event methods have been applied specifically to strategy issues, for example tracking the abnormal stock market returns following the announcement of different kinds of acquisition or joint venture (Capron and Pistre, 2002; Gulati et al, 2009). They have also been applied to the release of strategically-significant pieces of information, such as the winning of large new customer contracts (Gietzmann and Ireland, 2003). However, our interest here is broader, concerned not with particular moves or incidents but the impact of strategic projections regarding the future of the firm overall. The event here is the publication of the future strategy, rather than any of the concrete steps entailed in the realisation of this strategy. 12 The finance and accounting literature on the voluntary disclosure of forward-looking information sets low expectations regarding impact. There are two fundamental checks on the value of strategy communications: 'cheap talk' and 'soft talk'. One advantage to strategy communications in handling strategic interactions within an industry is how cheap they are, at least relative to the likely cost of a competitor entering an attractive market (Farrell, 1987). They are just warning shots to competitors. However, the paradox of such 'cheap talk' is that investors are likely to discount it precisely because of its cheapness: firms are not putting serious money behind their claims. Consistent with this 'cheap talk' hypothesis, Brooks et al (1997) have found that Chief Executive Officer presentations to analysts, which often include strategy alongside a range of other kinds of information, have very little impact on market measures such as stock trading volumes and bid-ask pricing spreads. Then there is the 'soft talk' problem. Soft talk is qualitative information from companies, for example with regard to factors influencing performance or long-term prospects (Hutton et al, 2003). In these terms, strategy is clearly soft talk. But the problem of such soft talk for analysts is how difficult it is to evaluate, relative at least to the 'hard talk' of financial data and forecasts. Analysts are liable to under-utilise this kind of information. Thus Hutton et al (2003) finds that the addition of soft talk to earnings forecasts makes no significant difference to stock market reactions. Similarly, Bagnoli et al (2005 a; 2005b) find that quantitative earnings guidance from companies elicited much larger market responses than the release of 'strategic' information (ranging from corporate presentations to joint venture or M&A announcements), and that the markets took significantly longer to absorb such strategic information than the more quantitative information. The prediction from theory, therefore, is that strategy communications are both too cheap and too soft to make much difference. 13 The Mazzola et al (2007) study of the release of strategic plans on the Milan Stock Exchange is partly consistent with these low expectations of impact. The average abnormal return due to publication is not significantly different for firms that are large and with significant analyst following. The exceptions are smaller firms and those without significant analyst following: here strategy communications are associated with significant, and positive, average abnormal returns. For the markets, it seems, strategic plans offer more new and promising information for the obscure rather than the well-known. The Milan Stock Exchange is smaller than the London and New York Stock Exchanges on which most finance and accounting research has been done: in this context, it is possible that the information contained in formal announcements may have leaked out much earlier. Accordingly, we report our own pilot-study on NYSE-listed companies that carried out external strategy communications in the period from 1 January 2005 to 30 December 2009. In all, there were 284 events, twice the number in the Mazzola et al (2006) paper. Because we expect that strategic plans will vary in quality, we do not calculate average abnormal returns. Instead, we follow McWilliams and Siegel (1997) while setting up the event study and MacKinlay (1997) in designing the event study in a way that allows classifying abnormal returns into positive, negative, and neutral abnormal returns. We examined SEC files, Lexis/Nexis, and Factiva using the search terms ‘strategy announcement’, ‘strategy review’, ‘strategy presentation’, ‘strategy meeting’, and ‘strategy update’ (again reviewed to exclude internal or bogus events). We calculated abnormal returns using a market model for each firm with an estimation window of 260 days prior to the event window (see MacKinlay, 1997). We used the S&P 500 as the index of market portfolio. We also used the same 21-day event window (t= -10 to +10) event window 14 as Mazzola et al (2006), an extended window in order to allow time for the markets to digest this 'soft talk' (Bagnoli et al, 2005b). We categorized abnormal returns into positive and negative if they were in excess of 2.5% above or below the market return for the given period (MacKinlay, 1997). Figure 2 shows the abnormal returns due to strategy communications amongst these NYSE firms. Because 108 (38.1 percent) of the strategy events coincided with an earnings announcement (cf. Francis, Hanna and Philbrick, 1997), we present the abnormal returns for both all strategy events and for simple strategy events, i.e. those not associated with coinciding earnings announcement. The abnormal returns of 69.3 percent of the simple strategy events were neutral, in other words not significantly different from the market. Somewhat surprisingly in view of cheap and soft talk perspectives, even more (81.0 percent) of the strategy plus earnings events were neutral too. In any case, the large majority of strategy communications events were neutral. These neutral events might be considered in the same way as the majority of CEO presentations, useful for the long-term understanding of the firm but not impactful in the shortterm (Brooks et al, 1997). [Figure 2 about here] However, 15.9 percent of the simple strategy events (13.7 percent of all events) earned significantly positive returns during the short 5 day window and 14.8 percent of the simple strategy events (13.4 percent of all events) earned significantly negative returns in this shortened window. In other words, there is a substantial minority of strategy communications that do move 15 the market. As expected, the simple strategy events have less impact than those combined with earnings announcements: none the less the announcement day negative group suffered on average a -3.3 percent abnormal return, while the positive group enjoyed an announcement day gain of 2.5 percent. Significant differences in returns did not continue beyond day +2 for any group, including those with coinciding earnings announcements. Consistent with expectations regarding 'soft talk' (Bagnoli et al, 2005b), the later impact of the pure strategy communication events compared to all events suggests that strategy information is less quickly digested in the market (indeed, the simple events seem to have a longer lingering effect than all events, though the effects are not significantly different from neutral after day +2). As in other studies, bad news appears to have a greater information effect than good (Rowchowdhury and Sletten, 2010). If we look below the averages, therefore, there is plenty at stake in strategy communications. Just as for the opening illustrations of Kodak and Time Warner, a few firms do gain, while a few get it badly wrong. It is critical, therefore, to understand the factors associated with significant gains or losses. The remainder of this section examines firm-specific factors likely to have significant effects. The characteristics of these strategy communications, and their implications for performance, will be considered in the next section. With regard to firm-specific influences on impact, the dearth of research on strategy communications means that we shall have again to rely on the broader studies of information effects in the finance and accounting literature. Mazzola et al (2006) is the exception of course, and their findings find echoes in the broader literature as well. Thus Mazzola et al's (2006) finding that smaller companies are likely to enjoy a greater benefit than larger companies is 16 consistent with the larger information effects found for smaller companies more widely (e.g. Griffin, 2003; cf Ball and Shivakumar, 2010). The same is true of coverage by analysts, where the finance literature too tends to suggest somewhat greater impacts of disclosures for firms with low rather than high coverage (Mazzola et al, 2006; Merton, 1987; Griffin, 2003). The finance literature also suggests that the degree to which a firm's stock is owned by institutions (Griffin, 2003) or the stock is perceived as under-priced (Francis, 1997) is likely to increase the market's sensitivity to information in general, and by extension to strategy communications in particular. In sum, strategy communications are likely to have the greatest impact where there are information failures of one kind or another. To sum up this section, theory and research so far have offered little by way of performance rationale for the general increase in strategy communications identified earlier in this chapter. Strategy communications are liable to the cheap and soft talk problems, encouraging analysts to dismiss the information rather than incorporate it directly in their stock valuations. Our own pilot study of NYSE firms confirms that on average strategy communications have little impact on stock prices. However, a substantial minority of strategy communications - about 30 percent in all - do prompt statistically significant market reactions, either positive or negative. Strategy communications can make a difference. The pioneering work by Mazzola and his colleagues, combined with the general finance and accounting literature, suggest some firm-specific factors likely to be associated with significant reactions and set an agenda for further research. The next section will explore characteristics of strategy communications that may also help account for significant performance impacts, as well as illuminating other issues in the practice of strategy more generally. 17 Characteristics of Strategy Communications The strategy communications on which we focus are a form of discourse. They involve formal speeches by the Chairman, Chief Executive Officer and other supporting senior managers. These speeches are usually based tightly on written scripts and transcripts of the whole communication are often made available after the event, along with PowerPoints, podcasts or vodcasts. As such, these strategy communications lend themselves to the burgeoning techniques of discourse analysis, the study of written and spoken language (Barry and Elmes, 1997; Schriffin et al, 2003). These techniques are already being applied to other kinds of top management and strategy discourse, for example new Chief Executive letters to shareholders (Fanelli et al, 2000), the documentation surrounding Initial Public Offerings (Martins, Jennings and Jennings, 2007) and actual strategic plans (Vaara et al, 2010). The team around Mazzola has also begun some content analysis of Italian strategy communications (Bazzolan et al, 2007; Mazzola et al, 2006). Discourse analysis has already been used to uncover issues such as Chief Executive charisma (Fanelli et al, 2009) or the organization's use of formal strategy tools (Vaara et al, 2010). Our concern here, however, is principally with the impact on shareholders. In analysing the performance implications of different kinds of strategy communications, we go a step beyond the preceding discussion of the firm-specific characteristics associated with above or below average returns. Whereas firm characteristics are hard to manipulate in the short-term, the characteristics of the strategy communications themselves can be managed more directly. Indeed, Rindova and Fombrum (1999) describe the minute (but ultimately self-defeating) care with which IBM managed its strategic projections through a number of media during the 1980s 18 and early 1990s. Discourse analysis may be able to reveal characteristics of strategy communications associated with greater or lesser success. Indeed, the discourse associated with chief executive letters and IPO documentation has already been shown to influence material outcomes such as financial analysts’ recommendations and the capacity to raise money (Fanelli et al, 2009; Martins and Jennings, 2007). We shall propose three kinds of discourse analysis that offer dimensions potentially relevant to strategy communications: language, themes and strategy content. The language used in chief executive and strategy discourse in general has already been studied at both lexical and grammatical levels, in ways that are suggestive for strategy communications in particular. At the grammatical level, Rogers (2000) has pointed to how chief executives may use active and passive constructions in their presentations in order to claim or distance themselves from responsibility. A preponderance of passive constructions, suggestive of fatalism, is unlikely to be well-received by market actors interested in backing exceptional performance. Similarly, Vaara et al (2010) suggest the potential significance of the balance between declarative and imperative grammars in strategic plans, with the use of imperative formulae intended to give plans more authority. The grammar of strategic planns can also show different degrees of what Vaara et al (2010) call ‘self-authorizing’, in other words the attribution of a kind of natural agency to the strategy in its own right (as in ‘the strategy requires this or that’). Again, the grammars of the imperative and self-authorizing are likely to strike analysts and markets in particular ways. 19 Turning to the lexical level, Rogers (2000) proposes the potential significance of positive and negative words, the negative likely to exert a baleful influence on market confidence. More subtle is the use of words that index more widely legitimate (or illegitimate) forms of strategy discourse (Barry and Elmes, 1997). Means of constructing legitimate discourse might include invoking words associated with established 'language games' such as competition as a form of warfare (Rindova et al, 2004); endowing charismatic authority on the strategic leader through the choice of emotional and inclusive words (e.g. 'our passion') (Fanelli et al, 2009); or referencing seemingly authoritative concepts in the strategic management discipline such as SWOT analysis (Vaara et al, 2010). As Fanelli et al (2009) propose in particular for chief executive letters, such putatively legitimate forms of strategy discourse may be expected to win greater support in the financial markets. The discourse of strategy communications can also be analysed in terms of underlying themes. Barry and Elmes (1997) identify a fundamental tension in strategy discourse between the credible and the unfamiliar: strategies need to be distinctive and innovative, yet not so outlandish as to be unbelievable. Discursive approaches have therefore considered both the degree of continuity in 'plot' in corporate communications (Rindova and Fombrun, 1999) and the extent of 'discursive innovation' in strategic plans (Vaara et al, 2010), the introduction of new buzzwords and concepts. Continuity in plot may enhance credibility, while discursive innovation introduces the unfamiliar. This tension between continuity and innovation implies also the importance of time as a theme in strategy communications. Thus Bazzolan et al (2007) analyse the simple planning horizons (three years, five years and so on) used in their Italian strategy communications, while both Fanelli et al (2009) and Martins, Jennings and Jennings (2007) 20 consider the balance of references to the past, present and future in their documents. In relation to credibility directly, Martins, Jennings and Jennings (2007) point to the importance of clearlyelaborated rationales for IPO strategies, while Mazzola et al (2006) develop criteria for assessing the causal texture of their Italian strategy communications. Mazzola et al (2006) also consider that the provision of detail on strategy implementation and measures of progress is likely to enhance credibility. Other themes that are proposed to enhance analyst and shareholder support are the reliance on quantitative data, especially the provision of long time series (Bazzolan et al, 2006; Ramneth, 2008), and the provision of detailed disaggregated data, for example on business segments (Rogers, 2000; Ramneth, 2008). Beyond the linguistic and thematic levels of discourse, there is the fundamental nature of the strategies being referenced in strategy communications. The pioneering study here is Woolridge and Snow's (1990) study of abnormal returns to the announcements of corporate strategic investment decisions, such as joint venture formations or new capital projects. These are more specific than the broad projections with which we are concerned, but none the less indicate that financial markets are likely to respond differently to the intensity with which various kinds of strategy are referenced in strategy communications: thus greater abnormal returns were associated with R&D and joint venture announcements rather than diversification and capital expenditures. The strategy literature has continued to explore the different market responses to various strategies such as acquisitions and joint ventures: for example, Capron and Pistre (2002) find that acquiring firms are most likely to earn abnormal returns when transferring resources to their targets, rather than the other way round, while Gulati et al (2009) report higher abnormal returns to joint venture announcements where the partners have had earlier joint venture 21 experience together. The accumulated findings of this literature should furnish further dimensions for analysing the performance effects of strategy communications, as well as providing pointers for managers about what features of their strategies to emphasise. Insert 1: The Discourse of Strategy Communications Kodak Strategy Meeting, 2008 "It is with great pride that I introduce the new Kodak, a company with a new spirit and winning attitude. While completing a difficult and unprecedented business transformation, we also created breakthrough products and services that feature Kodak's hallmark innovation, winning customer acceptance and critical praise for a brand renowned for its smart use of technology. In 2008 and beyond, we will leverage the innovative thinking of Kodak people to deliver on our commitments to shareholders and increase the value of this great company." Antonio M. Perez, Chairman and Chief Executive Officer, Eastman Kodak Company. Time Warner, Business Strategy Update, 2006 "I believe the strategy we are about to take you through is quite sound. By giving AOL's valuable members the opportunity to stay with us free of charge as they shift to broadband, we will significantly accelerate AOL's transition to an advertiser-supported business model, and better position AOL to fully take advantage of compelling online trends. The last thing I would note is that we have carefully reviewed this plan with our Board, and they join me in giving it their full endorsement." Dick Parsons, Chairman and Chief Executive Officer, Time Warner Sources: M2 PressWire, 7 February, 2008; Voxant FD Wire, 2 August, 2006 The three dimensions of language, themes and strategy can be seen in the opening statements of Kodak's well-received strategy meeting of 2008 and Time Warner's less successful business strategy update of 2006 (see insert). The extracts are short and intended merely to illustrate. Kodak uses positive language - ' a new spirit and winning attitude' and a 'great company'. More 22 cautious language is seen in Time Warner's talk of careful review, while Kodak portrays its 'difficult' transformation as complete. Thematically, Kodak directly addresses the dilemma between credibility and unfamiliarity (Barry and Elmes, 1997): it unites change and continuity by linking its breakthrough products to the company's traditional renown for technology. At the same time, Kodak reinforces credibility by appealing to critical praise for its new products. Time Warner's transition to an advertiser-supported model appears a more radical break, signalling a thematic discontinuity that did indeed discomfort shareholders. In terms of strategy content, both companies are referring to innovations, but Kodak's are more closely aligned to the kinds of R&D expenditures that Wooldridge and Snow (1990) associate with particularly positive shareholder reactions. This section, therefore, has highlighted the potential of discourse analysis for exploring the characteristics of strategy communications in terms of discursive content. By comparison with firm-specific characteristics, the elements of discourse are likely to be particularly amenable to management by corporations. While the discourse of strategy communications specifically not yet been extensively analysed - the exception being the work of Mazzola and his colleagues studies of closely related phenomena do suggest various dimensions that may be associated with superior market reactions. In terms of language, strategy communications may be examined both lexically and grammatically, with particular attention to the balance of legitimate and positive words and to grammars of agency, imperative and self-authoring. Thematically, the balance between credibility and unfamiliarity is likely to be important, with the extent of timescales, quantitative information and disaggregation amongst the potentially useful measures. Finally, the strategy literature provides some guidance about various strategies associated with positive or 23 negative market reactions, and strategy communications lend themselves to analysis in terms of the intensity of their reference to such favoured or unfavoured strategies. Conclusions This chapter has introduced the topic of external strategy communications and argued its relevance to the study of corporate reputation generally. These strategy communications are influential factors in how stakeholders value a firm's potential (Rindova et al, 2006), with about 30 per cent having a significant impact, positive or negative, on firms' stock prices. Through the late 2000s, something around a quarter of all Fortune Global 100 corporations were releasing these kinds of communications in each year. Despite this widespread usage, and potential for substantial impacts, there is very little published research available on these strategy communications. This chapter has therefore proposed three broad avenues for further research, drawing on various related literatures. In the first place, there is the question of adoption. Strategy communications are relatively new (taking off in the 1990s) and there is still wide variation in adoption: some industries (most notably oil) are much more likely to use strategy communications than others, while in any one year the large majority of large corporations choose not to communicate. We have identified three main literatures relevant to explaining this pattern of adoption: the finance and accounting literature on voluntary disclosure generally; the strategy literature on strategic interaction within industries; and the institutionalist literature on new practice adoption, particularly within the new shareholder value regime of Western capitalism. The second avenue 24 is exploring the impacts of these communications and here we have proposed the relevance of event study methodologies related to voluntary disclosures. Bearing in mind the ambivalent nature of strategic plans in general, and the diffusion of information in markets, we suggest differentiating strategy communications into the positive, negative and neutral, while focusing particularly on those kinds of firms and situations where substantial information asymmetries are likely. Our third avenue of research addresses the characteristics of these communications. Here we propose discourse analysis at the levels of language, themes and strategy content and suggest that these too can influence the impact of strategy communications on shareholders. Growing appreciation of the influence of discourse at these three levels should enhance the capability of investor relations professionals to manipulate the characteristics of their communications in favour of their firms. Further research on external strategy communications has, therefore, considerable promise of practical implications for corporate management. However, there is more at stake than manipulating the immediate share price. The openness or opacity of strategy has public policy implications. We have already referred to the difficulties that firms may have in persuading the markets to value ambitious and innovative strategies (Healy and Palepu, 1995) and it seems that investor relations departments struggle to persuade analysts to look beyond quarterly earnings (Laskin, 2009). Financial markets, especially AngloSaxon ones, are frequently accused of a pernicious short-termism, one that militates against longterm strategies (Marginson and Mcaulay, 2008; Black et al, 2002). The consequence is an unwillingness on the part of quoted firms to invest in long-term capacity building, training or research and development, with significant implications for the sustained performance of both individual firms and the economies in which they are embedded. 25 As a sign of large firms’ own resentment of these short-term pressures from the financial markets, a handful of companies such as Unilever and GlaxoSmithKlein have recently abandoned their previous practices of producing short-run earnings forecasts. Paul Polman, chief executive of Unilever, explained this shift from short-run earnings forecasts: 'I needed to create an environment where we were not chasing 20 targets for the short-term, but we were able to do the right thing for the long term' (Financial Times, 5 April, 2010). Meanwhile, the chief executive of the Financial Services Authority, a United Kingdom regulator, Hector Sants, placed some of the blame for the recent financial crisis on poor oversight by financial analysts and investors of the strategies of the major financial institutions. Sants enjoined financial analysts and institutional shareholders to pay more attention to strategy: 'as investors you should challenge management to ensure their plans are credible' (Financial Services Authority, 11 March, 2009). In short, there is a concern that the long-term strategies of firms are not being adequately understood in order to serve the long-term interests of both firms and economies more widely. There is a case, therefore, for strategy communications shifting from the domain of voluntary disclosure towards more mandatory disclosure. In the light of recent theoretical understanding of sustainable competitive advantage as built on unique and inimitable resources (Barney and Clark, 2007), the threat of competitor exploitation of strategic disclosure is not necessarily severe. Societies delegate huge economic power to such large corporations as Barclays, Google, Microsoft or the Chinese National Oil Corporation; the quid pro quo should be a greater transparency for their strategies. 26 To conclude, this chapter has proposed strategy communication as a neglected concern in the corporate reputation literature and an important topic practically for corporations, for investors and for the public interest at large. We need to understand more about why firms adopt strategy communications and the performance consequences of their doing so. Greater disclosure of strategy has the promise of reducing information asymmetries between investors and corporations, increasing both stock prices and the willingness of markets to fund long-term and innovative strategies. Beyond the immediate interests of firms and shareholders, therefore, there is a compelling public interest in conducting more research on strategy communications and testing the case for more public enforcement of such disclosures. 27 Bibliography Barney J. and Clark D. 2007. Resource-based Theory: Creating and Sustaining Competitive Advantage, Oxford University Press, Oxford and New York Bagnoli M, Levine S. and Watts S. 2005, Analyst Estimation Revision Clusters and Corporate Events, Part I, Annals of Finance 1, 245-265. Bagnoli M, Levine S. and Watts S. 2005, Analyst Estimation Revision Clusters and Corporate Events, Part II, Annals of Finance 1, 379-393 Ball R. and Shivakumar L. 2009. How Much New Information is there in Earnings? Unpublished working paper, London Business School Ball R and Kothari S. 1991. Security Returns around Earnings Announcements, Accounting Review, 66, 4, 719-738 Barth M., Kasnick R. and McNichols M. 2001, Analyst Coverage and Intangible Assets, Journal of Accounting Research, 39, 1, 1-34 Basdeo, D, Smith K, Grimm C., Rindova V. and Derfus P. 2006. The Impact of Market Actions 28 on Firm Reputation, Strategic Management Journal, 27, 1205-1219. Bassen A., Basse Mama H. and Ramaj H, 2010, Investor Relations: a Comprehensive Overview, Journal of Betriebswirtschaft, 60, 49-79. Black A. and Fraser P. 2002. Stock market short-termism – an international perspective, Journal of Multinational Financial Management, 12, 135-158. Bozzolan S. and Mazzola P. 2007 Strategic Plan Presentations to Financial Analysts: the Effect on Earnings Forecasts’ Revision and Cost of Capital, unpublished working paper, University of Padova Brooks R.. Johnson M. and Su T. 1997. CEO Presentations to Financial Analysts: Much Ado about Nothing?, Financial Practice and Education, Fall-Winter Capron L. and Pistre N. 2002. When do Acquirers Earn Abnormal Returns? Strategic Management Journal, 23, 781-794. Christensen L. and Caves R. 1997. Cheap Talk and Investment Rivalry in the Pulp and Paper Industry, Journal of Industrial Economics, 95, 1 Christensen T., Smith T. and Sturke P. 2004, Public Predisclosure Information, Firm Size, Analyst Following and Market Reactions to Earnings Announcements, Journal of Business Finance and Accounting, 31, 7-8, 951-984 29 Eng L.L. and Mak Y.T 2003. Corporate Governance and Voluntary Disclosure, Journal of Accounting and Public Policy, 22, 325-345 DeFonda M., Hung M. and Trezevant R. 2007. Investor Protection and the Information Content of Annual Earnings Announcements: International Evidence, Journal of Accounting and Economics, 43, 37-67 Fanelli A., Misangyi V. and Tosi H. 2009. In Charisma we Trust: the Effects of CEO Charismatic Visions on Securities Analysts, Organization Science, 20, 6, 1011-33. Farrell J. 1987. Cheap Talk, Coordination and Entry, RAND Journal of Economics, 18, 1, 34-39 Geitzmann M. and Ireland J. 2005. cost of Capital, Strategic Disclosures and Accounting Choice, Journal of Business Finance and Accounting, 32, 3-4 Griffin P. 2003 Got Information? Investor Response to Form 10-K and Form 10-Q EDGAR Filings, Review of Accounting Studies, 8, 433-460 Gulati R., Lavie D. and Singh H. 2009. The Nature of Partnering Experience and the Gains from Alliances, Strategic Management Journal, 30, 1213-1233/ Healy P. and Palepu K. 1995. The Challenges of Investor Communication: the Case of CUC International, Journal of Financial Economics, 38, 111-140 30 Healy P. and Palepu K 2005. Information Asymmetry, Corporate Disclosure and Capital Markets, Journal of Accounting and Economics, 31, 405-440 Hope O-K. 2003 Firm-Level Disclosures and the Relative Roles of Culture and Legal Origin, Journal of International Financial Management and Accounting, 14, 3 Hutton A. 2005. Determinants of Managerial Earnings Guidance Prior to Regulation Faire Disclosure and Bias in Analysts’ Earning Forecasts, Contemporary Accounting Research, 22, 4, 867-914. Hutton A., Miller G. and Skinner D. 2003. The Role of Supplementary Statements with Managementn Earnings Forecasts, Journal of Accounting Research, 41, 5 Laskin A.V. 2009. A Descriptive Account of the Investor Relations Profession: a National Study, Journal of Business Communication, 46, 2, 208-233. Kelly K., Laskin A and Rosenstein G 2010. Investor Relations: Two-Way Symmetrical Practice, Journal of Public Relations Research, 22, 2, 182-208. Martens M., Jennings J. and Jennings D. 2007, Do the Stories they Tell Get them the Money they Need: the Role of Entrepreneurial Narratives in Resource Acquisition, Academy of Management Journal. 31 Mazzola, P., Ravasi, D. and Gabbioneta C. 2006. How to build reputation in financial markets. Long Range Planning, 39: 385-407 Mazzola P., Gnan L. and Lisi I. 2007. The Information Content of Strategic Plan Presentations of Italian Listed Companies, unpublished working paper, IULM University, Milan MacKinlay A., Event Studies in Economics and Finance, Journal of Economic Literature, 35, 1339 Marginson D. and McAulay L. 2008. Exploring the Debate on Short-termism: a theoretical and empirical analysis, Strategic Management Journal, 29, 3 273-292 Pfarrer M, Polloc T and Rindova V. 2010 A Tale of Two Assets: the Effect of Firm Reputation on Earnings Surprises and Investors' Reactions, Academy of Management Journal (forthcoming) Pollock T. and Rindova V. 2003, Media Legitimation Effects in the Market for Initial Public Offerings, Academy of Management Journal, 46, 5, 631-642 Porter M.E. 1985. Competitive Advantage: Creating and Sustaining Superior Performance, Free Press, New York Prencipe A. 2004. Proprietary Costs and Determinants of Voluntary Segment Disclosure: Evidence from Italian Listed Companies, European Accounting Review, 13, 2, 319-340. 32 Rahman A. R., Tay T.M., Ong B.T. and Cai S. 2007, Quarterly Reporting in a Voluntary Disclosure Environment: its Benefits, Drawbacks and Determinants, International Journal of Accounting, 42, 416-442. Rao H. and Sivakumar . 1999. Institutional Sources of Boundary-Spanning Structures: the Establishment of Investor Relations Departments in the Fortune 500 Industrials, Organization Science, 10, 1, 27-42. Rindova V. and Formbrun C. 1999. Constructing Competitive Advantage: the role of firmconstituent interactions, Strategic Management Journal, 20, 691-710 Roberts J., Sanderson P., Barker R. and Hendry J. 2006, In the Mirror of the Market: the Disciplinary Effects of Company/Fund Manager Meetings, Accounting, Organizations and Society, 31, 277-294 Rogers P. 2000, CEO Presentations in Conjunction with Earnings Announcements: Extending the Construct of Organizational Genre, Management Communication Quarterly, 13, 426-485 Ramnath S., Rock S. and Shane P. 2008. The Financial Analyst Forecasting Literature: a Taxonomy with Suggestions for Further Research, International Journal of Forecasting, 24, 3475 33 Skinner D. 1994. Why Firms Voluntarily Disclose Bad News, Journal of Accounting Research, 32, 1, 38-60 Slater S., Olson E. and Hult G.T. 2006, The Moderating Influence of Strategic Orientation on the Strategy Formation Capability-Performance Relationship, Strategic Management Journal, 27, 1221-1231. Vaara E., Sorsa V. and Pälli P.2010, On the Force Potential of Strategy Texts: a Critical Discourse Analysis of a Strategic Plan and its Power Effects in a City Organization, Organization (forthcoming) Wagenhofer A. 1990. Voluntary Disclosure with a Strategic Opponent, Journal of Accounting and Economics, 12, 4, 341-363 Webb K., Cahan S. and Sun J. The Effect of Globalization and Legal Environment on Voluntary Disclosure, International Journal of Accounting, 43, 219-245 Sandhu S. 2009 Strategic Communications: an Institutional Analysis, International Journal of Strategic Communications, 3, 72-92 Woolridge J. and Snow C. 1990. Stock Market Reaction to Strategic Investment Decisions, Strategic Management Journal, 11, 353-363 34 Zorn D., 2004. Here a Chief, There a Chief: the Rise of the CFO in the American Firm, American Sociological Review, 69, 345-364 Zuckerman E.W. 2000, Focusing the Corporate Product: Securities Analysts and Dediversification, Administrative Science Quarterly, 45, 591-619 35 Figure 1: External Strategy Communications: Fortune Global Top 100 Corporations 35 30 25 20 Fortune Global Top 100 15 10 5 0 1995 1996 1997 1998 1999 2000 2001 2002 36 2003 2004 2005 2006 2007 2008 2009 37 38 39