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Opening up to investors 26
Executives need to embrace transparency if they want to help investors make
investment decisions. But what should be disclosed?
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1
Richard Dobbs and It may be a nice problem to have, but even companies with healthy finances face a quandary:
Timothy M. Koller should they pursue acquisitions and invest in new projects now or wait for clear signs
of a lasting recovery? On the one hand, the growing range of attractive—even once-in-a-
lifetime—acquisitions and other investment opportunities not only seems hard to pass
up but also includes some that weren’t possible just a few years ago. Back then, buyers faced
competition from private-equity firms flush with cash, governments applied antitrust
regulations more strictly, and owners were less willing to sell. What’s more, investments in
capital projects, R&D, talent, or marketing are now tantalizingly cheaper than they have
been, on average, over the economic cycle. On the other hand, many indicators suggest that
the economy has yet to hit bottom. Companies that move too soon risk catching the
proverbial falling knife, in the form of share prices that continue to plummet, or spending
the cash they’ll need to weather a long downturn.
Timing such moves is bound to be difficult. six rallies were followed by market declines
How quickly the world economy returns before the eventual troughs were reached.1
to normal—and indeed, what “normal” is During the current downturn, market indexes
going to be—will depend on hard-to- fluctuated by an average of 20 percent
1 As of the end of March 2009, the present
predict factors such as the fluctuations of each month from November 2008 to
downturn has seen five so-called bear market
rallies, which were followed by subsequent consumer and business confidence, the March 2009.
declines. This downturn could be different actions of governments, and the volatility of
from past ones, so there could be more than
the earlier maximum of six such rallies. global capital markets. Identifying mar- Given the uncertainty, executives may easily
As of March 2009, the market was about 18 ket troughs will be particularly hard because give up in frustration, hunker down, and
months past its peak. The time to trough
was 32 months in the 2000 recession, 21 months stock indexes can rally and decline several await irrefutable evidence that the economy
in the recession of the 1980s, 21 months in
times before the general direction becomes is turning around. But this approach could
the recession of the 1970s, and 35 months in the
Great Depression. clear. In previous recessions, as many as be a recklessly cautious one. Instead,
MoF 2009
Market discount
2 McKinsey on Finance Spring 2009
Exhibit 1 of 5
Glance: Corporate profits fluctuate around a stable percentage of GDP over the long term.
Exhibit title: Profits revert to the mean
4
Median = 4.9
3
0
1968 1971 1974 1977 1980 1983 1986 1989 1992 1995 1998 2001 2004 2007 2008
1Includes all US-based nonfinancial companies with real revenues greater than $100 million. Profits are earnings before
interest, taxes, and amortization (EBITA), less estimated taxes.
executives must make educated decisions as—if not better than—acting later. Managers
now by weighing the risks of waiting or who wait may be failing to maximize the
of moving too early. And while better timing creation of value.
of acquisitions, and therefore the prices
paid for them, can make a big difference in The primary drivers of capital markets are
their ability to create value, the best way levels of long-term profits and growth,
to minimize risk is to ensure that invest- so we define our scenarios in those terms.
ments have a strong strategic rationale. Long-term profits are tightly linked to
the economy’s overall performance: over
Analyzing scenarios the past 40 years, they have fluctuated
Executives considering whether to jump around a stable 5 percent of GDP3 (Exhibit 1).
back into M&A or to make other strategic It’s therefore reasonable to assume
investments now must understand what that a return to normal for corporate profits
lies behind earnings and valuations. To illus- would mean a return to their long-term
trate the risks, we conducted an analysis level relative to GDP and that long-term
of a hypothetical acquisition. Real US market growth in corporate earnings will
2 Managers using this approach for actual
by developing a more detailed understand- conditions the market as a whole has a price-
ing of the linkages among GDP, revenue, to-earnings ratio ranging from 15 to 17.
and earnings. We used that multiple in our 2.5–3.0 percent
growth scenario and a lower one (14 to 16)
Growth in the labor force and productivity in our 2.0–2.5 percent growth scenario. Both
drive the long-term growth of real GDP. multiples are consistent with a discounted
Since it has historically grown in the range cash flow valuation of companies.5
of 2.5 to 3.0 percent a year and returned
to its former trend line in all US downturns Under the scenario that most resembles the
from the Great Depression onward, with course of previous recessions (no permanent
no permanent loss in GDP once the economy loss of GDP and 2.5 to 3.0 percent long-
recovered, our base scenario assumes that term real growth), the stock market’s normal
both of those trends will continue. (We also value in early 2009 (as measured by the
examined scenarios reflecting the possibility S&P 500) would have been about 1,200 to
that long-term GDP growth might be 1,350. This implies that the stock market
4 See Charles Atkins and Susan Lund, “The lower as a result of changing demographics or was trading, as of the end of March, at a dis-
economic impact of increased US savings,” in MoF 2009 productivity growth; or that GDP
declining count of about 30 to 40 percent from
this issue.
5 For more on our model of market valuation, see Market discount
might fall permanently by as much as 5 or its normal value (Exhibit 2). The discount
Marc H. Goedhart, Bin Jiang, and Timothy Exhibit
10 2 ofas
percent 5 a result of a permanent increase is much lower under the more negative
Koller, “The irrational component of your stock
price,” mckinseyquarterly.com, July 2006.
Glance:
in The marketsavings.
US household today is 4trading at aindiscount
) Finally, normalusing scenarios,
even conservative scenarios
but even in theofworst
GDP of them—
loss and growth.
Exhibit title: Estimating stock market value
1980–82 39–51
1990–91 21–25
2000–02 20–25
4 McKinsey on Finance Spring 2009
Such an analysis of earnings and stock mar- country and to the type of investment,
kets can help companies evaluate the pros such as M&A , capital expenditures, R&D,
and cons of waiting or acting now. Assume, or marketing. The approach can also be
for ease of analysis, just two scenarios: tailored to analyze other risks, such as the
either the market is currently at its trough, possibility that competitors could preempt
or it will decline by an additional 20 per- strategic moves, that regulators could
cent, reaching its trough in six months, so become less accommodating, that companies
that the S&P 500 falls from its current could run out of capital, or that other,
level to around 640. A company attempting more favorable, investment opportunities
to time the market for a planned acquisi- might become available should the
tion could make its move at any point, but downturn deepen.
let’s assume three: it invests now, in six
months, or in a year. For the purposes of our
analysis, we assume that the market and
the economy will return to normal in three Much uncertainty surrounds the timing of
years under either scenario, though clearly the downturn’s end, but companies waiting
these are not the only possibilities. for clear evidence of a turnaround may
find that they have been recklessly cautious
In this simplified example, only timing and missed once-in-a-generation opportuni-
an investment perfectly (in six months under ties to acquire or invest. Executives con-
scenario two) would produce a net present sidering when to make their next strategic
value (NPV) meaningfully better than the one moves can learn much by examining the
resulting from investing now (Exhibit 5). course of previous downturns—particularly
If a company didn’t hit the timing precisely, how valuation levels were related to
it could easily end up with a much lower corporate earnings and how valuations and
NPV. This type of approach can also establish earnings were related to the economy
what you’d have to believe for “wait and as a whole—and by weighing the risks of
see” to be the right strategy, but the analysis moving too early or too late. MoF
must be tailored to a specific industry or
The authors would like to thank Bing Cao, Ezra Greenberg, John Horn, and Bin Jiang for their
contributions to this article.
Richard Dobbs (Richard_Dobbs@McKinsey.com) is a partner in McKinsey’s Seoul office, and Tim Koller
(Tim_Koller@McKinsey.com) is a partner in the New York office. Copyright © 2009 McKinsey & Company.
All rights reserved.
6
Just-in-time budgeting
for a volatile economy
A volatile economy makes traditional budgets obsolete before they’re
even completed. Here’s how companies can adapt more quickly.
Mahmut Akten, Most companies find budgeting a formidable challenge even under stable conditions.
Massimo Giordano, and Managers often spend significant amounts of time on it, only to be dismayed by how little
Mari A. Scheiffele value comes from four to six months’ effort. Under volatile conditions, when economic
forecasts change from week to week, developing one reliable budget to coordinate business
units and track performance for an entire fiscal year is very difficult. Following the
traditional budget process may even be unproductive.
There’s no easy fix, particularly for very large needed. The list that follows isn’t exhaustive,
corporations, and companies that have nor are the activities on it mutually
tried to solve the problem don’t have much exclusive. In some combination—depending
of a track record. Executives can, however, on the business, size, complexity, and
take several measures to make the process culture of the organization involved—they
more effective: for instance, scenario can help companies improve the budget
planning, zero-based budgeting, rolling process.
forecasts, and quarterly budgeting.
Central to all of them is a substantial increase 1. Scenario planning with trigger events
in the CFO’s role and a radical speeding up In more stable times, the budget process is
of the budgeting process. typically an exercise in consensus build-
ing—a lengthy and difficult effort to generate
New approaches a single view of the future to guide a com-
For many companies, allocating or with- pany’s investments and rewards over the
holding resources quickly and efficiently may coming year. While many management
be the only way to navigate today’s teams speculate informally on how their busi-
very tough environment. A completely new nesses will evolve, few actively debate a
approach to the budget process is often number of scenarios or undertake the con-
7
crete short- and long-term financial cator of the future course of revenues
analyses that would make such a debate and profitability. When the executives saw
meaningful. The process therefore isn’t that customers were buying fewer pre-
agile enough to respond to sudden, dramatic mium products and greater numbers of basic
changes in the economy. Any revisions to ones—or none at all—they shifted to a
the budget as the year unfolds are reactive different budget and withheld part of the
and backward focused rather than company’s planned second-half 2009
reflecting an informed view of alternative spending until the first-quarter numbers were
future scenarios. clear. This company is actually growing
and doing quite well, but when its trigger
Executives at some forward-thinking com- points suggested weakness in a key indica-
panies, however, have not only formally tor, executives quickly adapted their approach
developed concrete macroeconomic and to resources and investments for the rest
business scenarios, including some of the year.
considered extreme,1 but also modeled the
implications of each scenario for their It’s important to note that the CFO need
own businesses and customers, as well as for not apply contingency plans to the whole
competitors. At the end of the process, organization; changes can be limited to
these companies adopted a single budget, specific business units, while others continue
but they supplemented it with concrete to implement the current budget. Managers
alternative financial statements and business of the affected units must then develop and
plans based on plausible future scenarios. apply new budgets and incentives and
This approach lets companies build flexibility reconsider hedging strategies, capital allo-
into their cost structures—for instance, cations, and funding.
through the outsourcing of services or the
use of contingent purchasing contracts— 2. Zero-based budgeting
so they can more easily shift from the primary Amid today’s extreme uncertainty, most
budget if necessary. companies are cutting discretionary expendi-
tures. The typical budget process is not,
Furthermore, these companies have also however, designed to make managers rethink
identified the handful of events—say, their business models if the recession
a change in the availability of short-term persists or shifts the economy in a fundamen-
funding, the bankruptcy of major cus- tal way. On the contrary, many current
tomers or suppliers, or a specific market share budgets are anchored in past ones, with incre-
decline—that would trigger a shift from mental changes to adjust for inflation or
the primary scenario to an alternative. CFOs specific product trends.
and the finance function monitor these
trigger points and stand ready to alert the Zero-based budgeting was developed during
1 See Richard Dobbs, Massimo Giordano,
executive team if risk levels breach well- the inflationary environment of the mid-
and Felix Wenger, “The CFO’s role in
navigating the downturn,” mckinseyquarterly defined thresholds. The entire executive team 1970s to avoid precisely this trap.2 It starts
.com, February 2009.
2 Zero-based budgeting, first named by Peter
would then immediately implement the the process wholly from scratch, assuming
Pyhrr in the Harvard Business Review (1970), predetermined contingency plans. different end points for different industries
gained prominence during the 1970s, and businesses, such as a 30 percent smaller
particularly when President Carter introduced
zero-based budgeting into the federal budget At one global health care products company, overall market or a modified organization or
process, in 1977. See Peter A. Pyhrr, “Zero-base
for example, executives monitor sales of portfolio. Operating and capital expendi-
budgeting,” Harvard Business Review, 1970,
Volume 48, Number 6, pp. 111–21. specific premium product lines, a key indi- tures are then prioritized according to their
8 McKinsey on Finance Spring 2009
alignment with the company’s strategy Others, such as advertising or most capital
and their expected returns on investment. expenditures, could be reset from scratch
Breaking down the budget into such every year.
discrete funding decisions makes it easier
for the CFO and other senior executives 3. Rolling forecasts
to choose among competing claims on scarce Most companies prepare informal earnings
resources. forecasts on a monthly or quarterly basis,
usually in a planning group within the finance
Consider, for example the telecom industry, department. These forecasts, seldom tied
which has changed significantly in the past to active decisions about the budget’s man-
decade. Most incumbent operators project agement, almost always involve nothing
lower revenues in the near future but must more than updated projections of year-end
still invest significantly in next-generation net- values. As a result, the company-wide
works to be viable in the long term. To process is opaque, no one is accountable for
balance these competing demands, a Euro- the outcome, and projections for the rest
pean telecom player recently started a of the year are less and less valuable as it
zero-based budgeting process by disaggre- progresses. At one global Internet provider,
gating its expenditures into logical decision this haphazard approach meant that some
units addressing different types of expenses, business units projected meeting their
such as new capital expenditures (say, full-year earnings targets despite growing
building a third-generation network) or main- gaps between the forecasts and the
tenance. Each decision unit’s capital actual numbers. The finance department,
expenditures (such as those for meeting trying to explain the actual numbers
license requirements or growth in a and to propose ways of closing the gaps,
targeted city) were then classified as “keep,” found itself caught between the CEO
“discuss,” or “cut.” Finally, executives and the chief operating officer (COO) on
based the priority of each capital expendi- the one hand and the heads of business
ture on its financial returns and alignment units on the other. By the time the business
with the company’s strategy. After only a few units acknowledged that they would
iterations, the company reached its target miss their targets, it was too late to take
capital expenditure level—a 20 percent reduc- compensatory action.
tion, which nonetheless supported invest-
ment in future growth. Some leading companies have formalized a
process that involves rolling 12- to 18-month
Clearly, this approach can add a couple of forecasts for the most important financial
months to an already long process. We variables. This approach increases the visi-
therefore recommend zero-based budgeting bility of the process and accountability
only for areas promising the highest for it so that CFOs can act when forecasts
potential savings—for instance, capital expen- start to diverge from actual performance.
ditures, certain operating expenditures, In companies we’ve observed, the CFO man-
and very focused costs, such as procurement. ages the process, convening business leaders,
It’s useful to identify a company’s biggest the CEO, and the COO each month or
expenses and which of them can realistically quarter to identify gaps and discuss how to
be cut. Some costs, such as those for employ- close them. Typically, a good, hard debate
ees or a branch network’s real estate, among business units examines their
are relatively inflexible and hard to change. performance and generates a way forward.
Just-in-time budgeting for a volatile economy 9
For companies that aren’t accustomed to improvements take time to implement, but
this kind of collaboration on their budgets, it when carried out from the top down,
represents a big cultural change: managers by the CFO and other senior executives, they
are accountable for their promises and must can limit the amount of cumbersome work
collectively adapt to the fast-changing an organization must undertake at the end
macroeconomic climate. At the global Internet of each quarter.
provider, simply getting everyone into
the same room to discuss the growing gaps Key metrics
between forecasts and performance was At a time when priorities and, indeed, the
a challenge. The CFO had to orchestrate a very business environment itself are
mind-set shift so that the managers of changing rapidly, companies must review
different units rallied around one another their key performance indicators (KPIs).
to solve the problem. Today’s focus on cash and risk management
requires a reevaluation of metrics relevant
4. Quarterly budgeting to the quality, liquidity, and returns of assets
In periods of extreme uncertainty, some and a shift away from the revenue and
companies may need to set aside their long- growth indicators emphasized in recent years.
term goals and concentrate on the next Often, the new focus just means reprior-
three months. Companies under that much itizing performance metrics when budgets
stress, especially those attempting a turn- are prepared or incentive systems linked.
around, ought to abandon annual budgeting Executives must also constantly assess the
and switch to a more tactical quarter-by- quality and health of all performance
quarter process. These companies should cells3 in order to detect any deterioration in
focus on cutting costs and on managing their key metrics—such as the number of
working capital and short-term financial orders or customers or the churn rate—
needs, not on developing annual revenue or more quickly.
profit guidance. The quarterly approach
allows companies to allocate their resources A shorter process
in real time, to make better forecasts, and The time the budget process consumes
to review their performance at the end of each must fall dramatically: it can no longer start
quarter and therefore identify and address in September and go on until February or
problems more quickly. March, as it does at many companies. They
can speed up the pace sufficiently only
In the longer run, quarter-by-quarter by substantially increasing the amount of
budgeting can stunt growth by overempha- top-down guidance from the CFO, syn-
sizing the short term. CFOs and their thesizing tracked KPIs, and eliminating formal
companies should return to focusing on the bureaucracy. In the usual approach,
long term, with annual budgets, as soon for example, top management introduces a
as possible. budget that descends to the front line for
fleshing out in detail and then returns to the
General improvements top for finalizing. One way CFOs could
Whether a company sticks to its traditional accelerate the process would be to conduct
3 For a perspective on how to reorganize approach, implements one of the new negotiations between top managers and
performance cells by implementing a value ones described above, or combines them the divisions during the first iteration and
creation approach, see Massimo Giordano and
to meet its own needs, it should also improve leave the divisions to manage the budget’s
Felix Wenger, “Organizing for value,”
mckinseyquarterly.com, July 2008. the budgeting process as a whole. These implementation by the front line.
10 McKinsey on Finance Spring 2009
Conor Kehoe and Is there life after leverage for private equity? The global financial system is struggling to
Robert N. Palter work its way out of disaster: banks are flat on their backs, equity markets have plummeted,
and a business culture built on leveraged portfolios has come unhinged. The future of
private equity is one of the more intriguing questions for corporate finance and corporate
governance alike.
It may seem hard to be sanguine about Yet the prognosis isn’t entirely bleak. In
the sector’s long-term prospects. With returns our experience, the sector’s strengths have
under pressure, private-equity firms come not from its use of leverage but
will struggle to perform.1 The megabuyouts from its ability to marshal resources, both
(deals valued at more than €5 billion) human and financial; its strong incentives
that absorbed so much of the sector’s capital to adapt quickly; and its active ownership.
since 2004 are nowhere to be found. Some Opportunities do exist: megadeals may
limited partners—in particular, sovereign- have vanished, but not medium-sized or all-
wealth funds—have shown a willingness to equity deals. Moreover, private-equity firms
bypass private-equity firms and strike out are well poised to stand in as a new class of
on their own. With an estimated $470 billion shareholder in the overturned public-
in committed but unused funds, the sector equity market, in developing economies, and
faces an enormous challenge just finding in financial institutions. Despite the current
ways to invest. Finally, its portfolio companies, difficulties, it bears remembering that the best
with their high debt levels, may become private-equity firms have persistently
1 Even the venerable 2 percent management financially distressed and default in the event outperformed both their private-equity
fee and 20 percent carry structure may be of only small downturns in sales and counterparts and the public-equity markets,
vulnerable as limited partners respond to the
current crisis and the weakening perfor- EBITDA.2 Recent bankruptcies of several in good times and bad, over the past two
mance of buyout funds.
2 Earnings before interest, taxes, depreciation, private equity–backed companies hint decades. The winners will be firms with the
and amortization. at how dark the future may be. wits to adapt to a much harsher environment.
12 McKinsey on Finance Spring 2009
“How costly is financial (not economic) distress? Moreover, private-equity firms also enter now make do with less. Even the top
Evidence from highly leveraged transactions
this downturn with much stronger performers can expect smaller funds and
that became distressed,” Journal of Finance,
1998, Volume 53, Number 5, pp. 1443–93. operational capabilities—either in house or lower fee income in the next few years.
The future of private equity 13
The alternative
If the private-equity sector can’t identify
new channels for investment, it may have to Private equity’s core value proposition—
contract. In any event, it will probably superior representation to maximize returns
concentrate. The top ten firms controlled for the long-term investor—remains sound.
9 Allocations to newcomers in emerging
30 percent of the sector’s capital in 2008, But private-equity firms that hope to survive
markets may offset this concentration in the
developed world. just as they did in 1998. Since then, the idea must adapt to a new world. MoF
Conor Kehoe (Conor_Kehoe@McKinsey.com) is a partner in McKinsey’s London office, and Robert Palter
(Robert_Palter@McKinsey.com) is a partner in the Toronto office. Copyright © 2009 McKinsey & Company.
All rights reserved.
16
Viral Acharya, Conor Kehoe, Advocates of the private-equity model have long argued that the better private-equity
and Michael Reyner firms perform better than public companies do. This advantage, these advocates say, stems
not only from financial engineering but also from stronger operational performance.
Directors who have served on the boards none said that their public counterparts
of both public and private companies were better. This sentiment was reflected in
agree—and add that the behavior of the the scores the respondents gave each
board is one key element in driving type of board, on a five-point scale (where 1
superior operational performance. Among was poor and 5 was world class): private-
the 20 chairmen or CEOs we recently equity boards averaged 4.6, public boards 3.5.
interviewed as part of a study in the United
Kingdom,1 most said that private-equity Clearly, public boards cannot (and should
boards were significantly more effective than not) seek to replicate all elements of the
were those of their public counterparts. The private-equity model: the public-company
results are not comprehensive, nor do they one offers superior access to capital
fully reflect the wide diversity of public- and and liquidity but in return requires a more
private-company boards. Nevertheless, extensive and transparent approach to
our findings raise some important issues for governance and a more explicit balancing of
1 We interviewed directors who had, over the
public boards and their chairmen. stakeholder interests. Nevertheless, our
past five years, served on the boards both survey raises many questions about the two
of FTSE 100 or FTSE 250 businesses and private When asked to compare the overall effective- ownership models and how best to enhance
equity–owned companies with a typical value
of more than £500 million. While the number of ness of private-equity and public boards, a board’s effectiveness. How, for example, can
interviewees may seem small, it is probably
15 of the 20 respondents said that private- public boards be structured so that their
a large proportion of the limited population
of such directors. equity boards clearly added more value; members can put more time into managing
17
strategy and performance? Moreover, can— strategic leadership and more effective
and should—the interests of public- performance oversight, as well as their
board members be better aligned with those management of key stakeholders (Exhibit 1).
of executives?
Strategic leadership
How both models add value In almost all cases, our respondents described
Respondents observed that the differences in private-equity boards as leading the
the way public and private-equity boards formulation of strategy, with all directors
operate—and are expected to operate—arise working together to shape it and define
from differences in ownership structure the resulting priorities. Key elements of the
and governance expectations. Because public strategic plan are likely to have been laid
companies need to protect the interests of out during the due-diligence process.
arm’s-length shareholders and ensure Private-equity boards are often the source of
the flow of accurate and equal information strategic initiatives and ideas (for example,
to the capital markets, governance issues on M&A) and assume the role of stimulating
such as audit, compliance, remuneration, and the executive team to think more broadly
risk management inevitably (and appro- and creatively about opportunities. The role
priately) loom much larger in the minds of of the executive-management team is
public-board members. Our research did to implement this plan and report back on
indeed suggest that public-company boards the progress.
Web 2008
scored higher on governance and on
PE & PLC Directors
management development. However, respon- By contrast, though most public companies
Exhibitsaw
dents 1 ofprivate-equity
2 boards as more state that the board’s responsibility includes
Glance: Among UK directors interviewed,
effective overall because of their strongermost say boards of private-equity
overseeing portfolio
strategy, companies
the reality is that the
are more effective than those of their public counterparts.
Exhibit title: Private boards excel
Exhibit 1 Interviewees’ rating of boards (on a scale of 1 to 5, where 1 = poor, 5 = world class)
Private boards excel
Boards of private-equity Boards of public limited
portfolio companies companies (PLCs)
Among UK directors interviewed, most say
boards of private-equity portfolio companies Overall effectiveness 4.6 3.5
are more effective than those of their
public counterparts.
Strategic leadership 4.3 3.3
Performance
management 4.8 3.1
Management
development/succession 3.8 4.1
Stakeholder
management 4.8 3.3
Governance (audit,
compliance, and risk) 3.8 4.2
Source: Interviews with about 20 UK-based directors who have served, over the past 5 years, on the boards of both
private and public companies (FTSE 100 or FTSE 250 businesses and private-equity owned), most with an enterprise value
of >£500 million
18 McKinsey on Finance Spring 2009
executive team typically takes the lead in was seen at best as being on a higher level
proposing and developing it, and the board’s (“more macro than micro,” one interviewee
role is to challenge and shape manage- said) and at worst as superficial. Moreover,
ment’s proposals. None of our interviewees public boards focus much less on fundamen-
said that their public boards led strategy: tal value creation levers and much more
70 percent described the board as “accompa- on meeting quarterly profit targets and
nying” management in defining it, while market expectations. Given the importance
30 percent said that the board played only of ensuring that shareholders get an
a following role. Few respondents saw accurate picture of a business’s short-term
these boards as actively and effectively performance prospects, this emphasis
shaping strategy. is perhaps understandable. But what it
produces is a board focused more on
Performance management budgetary control, the delivery of short-term
Interviewees also believed that private-equity accounting profits, and avoiding surprises
boards were far more active in managing for investors.
performance than were their public counter-
parts: indeed the nature and intensity of the Management development
performance-management culture is perhaps and succession
the most striking difference between Private-equity boards scored less well on
the two environments. Private-equity boards their development of human capital—both
have what one respondent described as absolutely and relative to public boards.
a “relentless focus on value creation levers,” Private-equity boards do focus intensely on
and this focus leads them to identify the quality of the top-executive team, in
critical initiatives and to decide which key particular the CEO and the CFO, and are
performance indicators (KPIs) to monitor. quick to replace underperformers. But such
These KPIs not only are defined more boards invest little or no time exploring
explicitly than they are in public companies broader and longer-term issues, such
but also focus much more strongly on as the strength of the management team,
cash metrics and speed of delivery. Having succession plans, and developing man-
set these KPIs, private-equity boards monitor agement. “Their interest in management
development is frustratingly narrow,”
The executive team typically takes the lead in proposing one interviewee said.
and developing strategy, and the board’s role is to challenge Public boards, by comparison, were seen as
and shape management’s proposals more committed to and effective for people
issues. Such boards insist on thorough
them much more intensively—reviewing management-review processes, discuss not
progress in great detail, focusing intently on only the top team but also its potential
one or two areas at each meeting, and successors, debate the key capabilities needed
intervening in cases of underperformance. for long-term success, are more likely
“This performance-management focus is to challenge and influence management-
the board’s real raison d’être,” one respon- development processes, and play a more
dent commented. active role in defining remuneration
policies and plans. There are weaknesses,
In contrast, public boards were described as however: public boards can be slower
much less engaged in detail: their scrutiny to react when change is needed, and their
The voice of experience: Public versus private equity 19
voice on everything but the CEO succession engaged than board members in the public
tends to be more advisory than directive. world are—they are literally “in the
Remuneration discussions are thorough, but room” with executives and are much better
public boards can seem more concerned informed about business realities than
about the reaction of external stakeholders are investors in public companies. It’s not
to potential plans than about their impact on surprising, therefore, that the burden of
performance. Overall, however, public investor management is much less onerous
boards are more focused on people, tackle for private-equity boards and the quality
a broader range of issues, and work in of the dialogue much better.
a more sophisticated way.
Yet private-equity boards are much less
Stakeholder management experienced in engaging with broader stake-
Our respondents felt that private-equity holders, such as the media, unions, and
boards were much more effective at manag- other pressure groups. This inexperience was
ing stakeholders, largely as a result of evident in the initial response of these
structural differences between the two models. boards to the greater scrutiny they attracted
Public boards operate in a more complex in 2007. The Walker report2 and the changes
environment, managing a broader range of private-equity houses subsequently made to
stakeholders and dealing with a disparate increase the frequency and transparency of
group of investors, including large institu- their communications do
tions and small shareholders, value and go some way in addressing the shortcomings,
growth investors, and long-term stockhold- but public boards typically are still
ers and short-term hedge funds. These more sophisticated and effective in this area.
groups have different priorities and demands
(and, in the case of short-selling hedge Governance and risk management
funds, fundamentally misaligned interests). Public boards earned their best scores
The chairmen and CEOs of public compa- in governance and risk management, a result
nies therefore have to put a lot of effort into that reflected the drive to improve gover-
communicating with diverse groups. nance standards and controls in the wake of
the various scandals that led to the Sar-
The challenge for private-equity boards is banes–Oxley legislation and the initiatives
more straightforward. Their effective suggested in the Higgs report.3 The
shareholders (the investors in private-equity typical board subcommittees (audit, nom-
funds) are locked in for the duration of ination, remuneration, and corporate
the fund. The shareholders’ representatives social responsibility) are seen as conducting
2 See David Walker, Guidelines for Disclosure
(the private-equity house) are in effect a a thorough, professional scrutiny of the
and Transparency in Private Equity, Walker
Working Group, 2007. single bloc (or a very small number of blocs agreed-upon areas of focus, while the overall
3 See Derek Higgs, Review on the Role and
in a club deal) and so act in alignment. board supervises effectively and can draw
Effectiveness of Non-Executive Directors, UK
Department of Trade and Industry, 2003. Furthermore, these representatives are more on a broad range of insights and experiences
Web 2008
PE & PLC Directors
20 McKinsey on2 Finance Spring 2009
Exhibit 2 of
Glance: Nonexecutive directors of public companies focus more on avoiding risk than on
creating value.
Exhibit title: Risk vs value creation
Value creation 18 5
Nonexecutive directors of public
companies focus more on avoiding risk
Exit strategy 11 0
than on creating value.
Strategic initiatives
5 9
(including M&A)
External relations 5 4
100-day plan 5 0
Governance, compliance,
0 9
and risk
Organization design
0 7
and succession
Source: Interviews with about 20 UK-based directors who have served, over the past 5 years, on the boards of both
private and public companies (FTSE 100 or FTSE 250 businesses and private-equity owned), most with an enterprise value
of >£500 million
to identify potential risks. Compliance with every case, governance efforts focused on
the United Kingdom’s Combined Code on a narrower set of activities, though almost
Corporate Governance is high—an important all private-equity boards embraced the need
factor in building investor confidence. for a formal audit committee. Interestingly,
though, private-equity boards in general were
Yet there are important underlying concerns. seen as having a deeper understanding of
Unsurprisingly, many respondents held operational business risks and financial risks.
that some elements of governance are over- They were also perceived to be more
engineered and, as a result, consume focused on, and skilled in, risk management
much time while generating little value. as opposed to risk avoidance.
Of greater concern, perhaps, many
respondents felt that, in emphasizing gover- Sources of difference?
nance, public boards had become too Since our respondents felt that private-
conservative. “Boards seek to follow prec- equity boards were typically more effective
edent and avoid conflict with investors than public ones were in adding value,
rather than exploring what could maximize we sought to learn why. The comments
value,” commented one respondent. of the respondents suggest two key
“The focus is on box-ticking and covering differences. First, nonexecutive directors
the right inputs, not delivering the right of public companies are more focused
outputs,” said another. on risk avoidance than on value creation
(Exhibit 2). This attitude isn’t necessarily
Private-equity boards scored lower on illogical: such directors are not financially
governance, reflecting their lower level of rewarded by a company’s success, and
emphasis on it and their typically less they may lose their hard-earned reputations
sophisticated processes for managing it. In if investors are disappointed.
The voice of experience: Public versus private equity 21
Second, our respondents noted a greater level time. In both models of ownership, they
of engagement by nonexecutive directors spend around 15 to 20 days a year on
at private equity–backed companies. The formal sessions, such as board and commit-
survey suggested that private-equity tee meetings. However, private-equity
directors spend, on average, nearly three nonexecutives devote an additional 35 to
times as many days on their roles as 40 days to hands-on, informal interactions
do those at public companies (54 versus 19). (such as field visits, ad hoc meetings with
Even in the bigger FTSE 100 companies, executives, phone calls, and e-mails), com-
the average commitment is only 25 days a year. pared with only 3 to 5 days a year for
Respondents also observed differences nonexecutive directors at public companies.
in the way nonexecutive directors invest their MoF
The authors are grateful to Ann Iveson, the executive director of the London Business School’s Private
Equity Institute, for her invaluable support in conducting the interviews and synthesizing their findings, and
to David Wood, a consultant at McKinsey, who led the data analysis.
Viral Acharya is a professor of finance and the academic director of the London Business School’s Private
Equity Institute; Conor Kehoe (Conor_Kehoe@McKinsey.com) is a partner in McKinsey’s London office;
and Michael Reyner, a McKinsey alumnus, is a partner at MWM Consulting. This article is an excerpt from
a longer report published by London Business School and MWM Consulting. Copyright © 2009 McKinsey &
Company. All rights reserved.
22
Charles Atkins and Two forces that until recently turbo-charged US consumer spending—growing household
Susan Lund debt and a falling savings rate—have gone into reverse. In late 2008, as households started
reducing their indebtedness and saving more, consumption tumbled.
New research from the McKinsey Global a low of –0.7 percent, in 2005. From 2000
Institute shows that the economic impact of to 2007, US household debt grew as much,
further US consumer deleveraging will relative to income, as it had during the
depend on income growth. Without it, each previous 25 years.
percentage point increase in the savings
rate would reduce spending by more than Appreciating household assets—the “wealth
$100 billion—a serious drag on any effect”—enabled consumers to spend
recovery. Relatively healthy income growth, and borrow more even as they saved less.
on the other hand, would help households The value of US household assets rose
reduce their debt burden without trimming by some $27 trillion from 2000 through
consumption as much. 2007. Rising home values, as well as
stocks and other financial assets, accounted
The significance of any fall in consumption for more than two-thirds of this gain.
could be profound. US consumers have
accounted for more than three-quarters of This dynamic sputtered to a halt when the
US GDP growth since 2000 and for more housing bubble burst and the financial and
than one-third of global growth in private economic crisis ensued. Falling values for
consumption since 1990. These trends homes, stocks, and other assets have battered
were fueled by a surge in household debt,1 US households: from mid-2007 through the
1 US household liabilities relative to disposable
particularly after 2000 (Exhibit 1), and end of 2008, their net worth fell by roughly
income rose from 85 percent in 1990, to
101 percent in 2000, to 139 percent in 2007. a decline in the personal savings rate—to $12 trillion. These recent losses erased all
MoF 31 2009
MGI Consumption
23
Exhibit 1 of 3
Glance: The rise in household leverage from 2002 to 2007 raises concerns about the effects of
deleveraging in the years ahead.
Exhibit title: Household debt soars
100
90
80
70
MoF 31 02009
1970 1980 1990 2000 Q3 2008
MGI Consumption
Exhibit 2 of 3
Glance:USThe
Source: decline
Bureau in household
of Economic Analysis;net
US worth
Federalrelative to incomeGlobal
Reserve; McKinsey has erased
Instituteall of the increase in
analysis
1Estimated.
Source: US Bureau of Economic Analysis; US Federal Reserve; McKinsey Global Institute analysis
the gains in net worth, relative to disposable The flip side of falling consumption is
income, since the early 1990s (Exhibit 2). a rising personal savings rate, which
It’s not surprising that US consumer spend- reached 3.2 percent in the fourth quarter
ing fell at a 3.5 percent annual rate in of 2008. Net new borrowing by house-
the fourth quarter of 2008—a major reason holds also has fallen sharply from its 2006
for the broader economic contraction. peak. In the third quarter of 2008, it
24 McKinsey on Finance Spring 2009
turned negative for the first time since a one percentage point increase in the
World War II (Exhibit 3). savings rate. Many macroeconomic forecast-
ers, such as Macroeconomic Advisors,
Several forces underlie these shifts. Some predict that the US personal savings rate will
households are responding to worries reach 5 percent by 2010. If incomes didn’t
about possible unemployment or underwater grow, this would reduce the household debt-
mortgages by paying down debt or avoid- to-income ratio by five percentage points—
ing new debt. Others have found their credit which still wouldn’t be enough to restore the
lines shut down or can’t get new credit, levels of indebtedness prevailing in 2000,
because banks have tightened their lend- before borrowing started to accelerate.
ing standards.
But if incomes rose, households could
How far these trends will go is a critical both reduce their debt burden significantly
economic uncertainty in the months over time and continue to consume. If
ahead. The economic impact of today’s US incomes grew by 2 percent a year, for
deleveraging will depend on how it instance, households could reduce their
unfolds—through income growth, higher debt-to-income ratio by as much as they
savings, or some combination of would in the scenario above—but with
the two. a personal savings rate of only 2.3 percent.
MoF
If 31 2009stagnated, for example, house-
incomes These different scenarios have serious
MGI Consumption
holds could deleverage only by saving more. implications for the US and global economies
Exhibitpercentage
Every 3 of 3 point reduction in the because, holding incomes constant, each
Glance: In the thirdratio
debt-to-income quarter of 2008,
would household
require net new percentage
nearly borrowing fellpoint
sharply, turninginnegative.
increase the savings rate
Exhibit title: Fallen borrowing
1Includes
households and nonprofits; negative figures indicate that households paid back debt instead of
borrowing more.
Source: US Bureau of Economic Analysis; US Federal Reserve; McKinsey Global Institute analysis
The economic impact of increased US savings 25
translates into roughly $100 billion less come. One implication: policy choices that
in consumer spending. A 5 percent savings favor productivity and employment
rate would mean $530 billion less in growth—critical determinants of income
spending each year if US incomes fail to rise; growth—will make deleveraging less
if they rose by 2 percent a year, a 2.3 per- painful. Efficiency breakthroughs in sectors,
cent savings rate would mean $250 billion such as health care and government,
less spending, all else being equal. that employ large numbers of people—but
that have not enjoyed productivity revolu-
In short, the importance of income growth is tions similar to those experienced in
difficult to overstate. With it, households industries like retailing and wholesaling—
can simultaneously reduce their debt burden, would make a dramatic difference. MoF
rebuild savings, and boost consumption.
But without significant income gains,
deleveraging could undermine consumption
and the global economy for years to
Opening up to investors
Executives need to embrace transparency if they want to help investors
make investment decisions. But what should be disclosed?
Robert N. Palter and As the credit crisis sorts itself out, one outcome investors and regulators will almost certainly
Werner Rehm demand is more transparency into the strategy and the underlying operating and financial
performance of companies—not only the financial ones at the storm’s center but all compa-
nies. Managers should enthusiastically embrace such reforms.
In our ongoing research into investor com- by generally accepted accounting principles—
munications, we’ve concluded that companies leaving the more detailed and specific
should provide more detail about how performance and value contributions of the
their businesses create value, give an honest business’s various pieces hidden from
assessment of performance, and provide investors, who are left to wonder what
guidance on the most important operating the company is hiding.
metrics that illuminate what underpins
value creation in the medium to long term. More transparency would benefit all
Too often, managers are cowed by fears investors but should prove particularly
that a more detailed discussion of the issues attractive to those seeking to build
and opportunities facing a company a deep understanding of a company’s
would reveal sensitive information to com- strategy, current performance, and potential
petitors, generate too much work for to create long-term value.1 The better
the investor relations department, or create informed these intrinsic investors are about
excessive pressure to report too many the true value of a business, the more
numbers or to meet unrealistic performance likely the share price will reflect an align-
1 See Robert N. Palter, Werner Rehm, and
expectations. As a result, managers ment between market value and
Jonathan Shih, “Communicating with the right
investors,” mckinseyquarterly.com, April 2008. typically provide only the data required intrinsic value.
27
Our discussions with investors and our own (SG&A). A failure to report such infor-
experience in helping companies estimate mation often leaves investors with the
value suggest at least three ways for them to impression that management does not under-
be more forthcoming. stand what really drives value or is trying
to obscure some underlying performance
More detail issues. In another case, a US media conglom-
Disclosure limited to the data required by erate provides detailed income-statement
securities regulators and accounting information by business unit, but the sched-
procedures may give executives considerable ules leave it to the investor to sort out the
leeway to interpret the rules. But more balance sheet by business units, which are as
important, such limited disclosure often diverse as movie production (which capital-
obscures the metrics investors need izes costs) and traditional paper publication
most to make informed investment decisions. (which does not).
For example, both international financial
reporting standards (IFRS) and US generally How much detail is enough? In the case
accepted accounting principles (GAAP) of financial data, it depends on whether the
require a company to disclose sales, a profit- information is critical to assess value
ability metric, depreciation and amortization, creation. IBM discloses constant currency
capital expenditures, and some balance growth below the business unit level.
sheet items for each significant business seg- Nestlé does so on a product and regional
ment. However, this information does level. This kind of detailed financial
not always allow investors to assess value information is very helpful to investors and
across business units with very different doesn’t give competitors any insight
economics—such as widely different operat- that they wouldn’t already have into busi-
ing leverage or working-capital intensity. ness models or sources of strategic
advantage. As a rule of thumb, to determine
the optimal level of disclosure, companies
The better informed intrinsic investors are about the should provide a detailed income statement,
true value of a business, the more likely the share price down at least to the earnings before inter-
est and taxes (EBIT) level, for each business
will align with market value and intrinsic value unit. They should also provide all oper-
ating items in the balance sheet (if not a full
One large global electronics company, balance sheet), reconciled with the
for example, in a section of its 10-K, reports consolidated reported numbers required
gross margins by geographic segment as by securities regulators and accounting
a metric of segment profitability. In another procedures. Even companies in a single line
section, it reports sales and gross mar- of business can improve their disclosure
gins of both product and service businesses. without giving away strategically sensitive
Nowhere does it provide operating mar- information. Whole Foods Market,
gins for various products targeting business a US grocery chain, provides a return-on-
and consumer markets—information that capital metric by age of store. This gives
is crucial to help investors value businesses investors deeper insights into the economic
with different intensity of R&D and lifecycle of different businesses and assets,
of selling, general, and administrative costs as well as the trajectory the company
28 McKinsey on Finance Spring 2009
expects for economic profit under different the company. One quarter the preferred
growth assumptions. metric may be unit sales, in the next it could
be revenue growth, and in the next growth
On the operating side, what to disclose in Asia. This approach probably hurts more
depends on the key value drivers of than it helps, because consistency matters.
a business or business units. Ideally, these Investors rightly wonder why management
should be the metrics management has stopped providing the figures for any
uses to make strategic or operational given metric and, in all likelihood, assume
decisions. Each quarter, the IT research firm the figures are worse now than they were
Gartner Group, for example, discloses when the company published them. Instead,
a narrow but detailed set of metrics for each a company should change the metrics it
of its three business units. As Gartner’s reports only when the key drivers of its cur-
CFO explains,2 the firm publishes only the rent growth performance change. In such
most important of the metrics that man- cases, the company may add to the metrics
agement uses to examine the performance of or substitute one for another, but only
the business. Companies in some industries, if it offers a candid explanation.
such as steel and airlines, likewise regularly
disclose volumes and average prices, In the current environment, transparency
as well as the use and cost of energy—the is more important than ever and more highly
key drivers of profitability. valued by investors. Take the case of
Berkshire Hathaway, which had to take
Thanks to technology, some companies can accounting losses on some derivative
make such disclosures almost continuously. positions in recent months. These losses
Continental Airlines, for example, promi- were determined by a model used inter-
nently displays a daily updated load factor, nally to assess the value of the positions. The
one of the key drivers of value, on its actual method for the valuation was not
investor relations Web page (one click away transparent to investors, and it was unclear
from the home page). Some may wonder whether Berkshire Hathaway had to post
if such frequent updates are really very use- collateral against these positions. Only after
ful, but there is no doubt companies can public discussion and a promise to dis-
use technology to improve the way they com- close (in the next annual report) “all aspects
municate the value drivers that matter of valuation,” including “deficiencies
most to investors. Executives should ask in the formula” for pricing derivatives, did
whether a company discloses enough investors calm down.3
for an investor to obtain a clear picture of
its performance. Such information helps More candor
intrinsic investors make informed buy and To make sound investment decisions,
sell decisions—the foundation of intrinsic investors require management to be
what investor relations should be trying honest in its public assessments of the
to accomplish. business. This is an area executives typically
2 See Timothy Koller and Werner Rehm, approach quite cautiously. Most manage-
“Better communications for better investors: A common mistake among companies ment presentations and publications
An interview with the CFO of Gartner,”
mckinseyquarterly.com, November 2008. disclosing operating data is to provide dif- today offer only a celebration of the past
3 Erik Holm, “Buffett will give more
ferent metrics from quarter to quarter, year’s performance, with limited details
information on derivatives,” bloomberg.com,
November 24, 2008. depending on which of them reflects best on or a less than candid assessment of shortfalls.
Opening up to investors 29
Very few presentations discuss the impact Consider the case of Progressive Insurance.
of strategic trade-offs on the numbers—for In the third quarter of 2006, the com-
instance, how a pricing initiative drove pany lowered its policy rates to encourage
growth at the expense of margins. All too faster growth, making what CEO Glenn
often, the only explanation investors Renwick described as “an explicit trade-off
receive is a vague letter to shareholders and of margin for longer-term customer growth.”
boilerplate in the “management discus- He acknowledged that “while we will
sion and analysis” section of regulatory never know the outcome of alternative deci-
filings. These tend to be tedious descriptions sions, we feel very good about the focus
of dollar movements in the accounts, on customer growth.” When the strategy
with some detail on the business background. did not work out as planned, Renwick
In reality, most astute investors want to addressed the subject directly in the first two
understand the drivers of performance sentences of his letter to the shareholders
in greater detail. The risk in not disclosing in the 2007 annual report. “Profitability and
this information to the markets is that premium growth are both down and
certain critically important investors won’t they directly reflect the pricing strategy we
understand the nuances of what is happen- enacted,” he wrote. That strategy “did
ing to a company and may thus make not produce the aggregate revenue growth
incorrectly informed investment decisions— we had hoped for.” Long-term investors
or none at all, since a lack of data tends look for this kind of candid assessment when
to create doubt. they decide to bet on a management team.
next quarter and beyond EPS , which can growth targets by business unit, margin-
be influenced not only by important improvement targets, and capital-
value drivers (such as growth and operating spending goals.
margins) but also by tangential items
(such as tax effects and share buybacks). In In project-based businesses, a detailed
addition, some important measures of discussion of investments, timing, and
value creation, such as capital intensity targeted returns might be most helpful. One
through depreciation, only indirectly affect leading North American industrial com-
EPS , so they are at best a proxy for true pany with a large exposure to big capital
economic earnings. Lastly, in the current expenditures, for instance, provides
uncertain environment, promising a more details on the performance of current
bottom-line number for next year’s earnings projects and the timing and expected
can raise questions about how a company returns of potential projects than many
will get there, given the prevailing economic competitors do. The company’s disclosures
uncertainty. That “how” becomes more include revenue risks, estimated equity
important than the actual numbers. returns, and debt-to-equity ratios—informa-
tion that allows investors to assess the
As an alternative, in the normal course growth potential in detail.
of business, executives should provide short-,
medium-, and long-term guidance on Companies coping with complex income
the real value drivers—and do so in ranges streams; changes in the macroeconomic, tax-
rather than point estimates. Companies ation, or regulatory environment; or
as diverse as GE and Arrow Electronics significant exchange rate exposure should
provide target ranges for returns on capital. also provide estimates on nonoperating
Other companies provide a range of items if they materially affect cash flows.
possibilities for revenue growth under a One European company, for example,
variety of assumptions about inflation provides analysts and investors with a tax
and they discuss the growth of individual estimation tool, which uses the inves-
business units when that matters (in tors’ assessments of regional growth rates
the semiconductor industry, for example). to provide a best guess on the tax rates
Other metrics help investors to divide the company will face.
the drivers of income growth into those that
are sustainable and those that are not. In providing such target ranges, manage-
Humana, for example, provides guidance on ment shares with investors its view of how
estimated membership in its health care a company will fare, given its estimate
plans—including plans whose membership of various macroeconomic factors. Investors,
the company expects to decline. Gartner of course, may estimate them differently
sets out a range of long-term goals, such as and therefore reject management’s view of
Opening up to investors 31
Robert Palter (Robert_Palter@McKinsey.com) is a partner in McKinsey’s Toronto office, and Werner Rehm
(Werner_Rehm@McKinsey.com) is a consultant in the New York office. Copyright © 2009 McKinsey & Company.
All rights reserved.
32 McKinsey on Finance Spring 2009
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