Talk to any investment expert, growth or
value or the ones that use blended approach, all would recommend that investors
should look at the quality of the management. But how should one check the
quality of management?
There are
multiple ways of evaluating company management. Be it quantitatively or
qualitative judgement. Experts tend to use a combination of these criteria to
form their opinion on company management.
Qualitative aspect
Ravi Gopalakrishnan,
Head Equities, Canara Robeco Mutual Fund looks at how well the capital was used
by the management. He says, “The ability of
the management to deploy capital efficiently based on past track record needs
to be evaluated. For example periodic raising of capital from the market or
unrelated capital expenditure for new ventures should raise red flags.” He
doesn’t stop here, other variables he looks at are the quality of board,
background of key management personnel, transparency and communication.
“Management quality is about evaluating intension of management. One way
to check is whether management is overpromising and under delivering,” says Vinay Khattar, Head of Research at Edelweiss.
Parag
Parikh, Director of Parag Parikh Financial Advisory Services (PPFAS) says, “We
can observe a few things that can help gauge the quality of the management like
the treatment of minority shareholders. If management also owns controlling
stake in the company it is vital to see how the management is using the
shareholder’s funds.” He also advises to check how the management has dealt
with acquisitions in the past & try to understand the rationale behind
them.
“We can
monitor management during lean times when the industry is under performing.
That’s a good time to separate smart managements from the rest who will take
advantage of the lean times to invest in new capacity for the expected upturn,”
says Parikh.
So there is
no one standard on the quality side either. But a number of items that
investors should look at based on availability of information.
Quantitative
aspect
“Consistent
dividend track record of the company helps us evaluate the ability of the
management to reward shareholders,” points Gopalakrishnan. Among the financial parameters
which can be used to evaluate management quality are growth rates of the company and its margin compared to industry average
across various business cycles. “Further, consistency of returns ratios such as
ROE, ROA, and ROCE compared to Industry average across different business
cycles also helps us in understanding the efficiency of use of capital by the
management”, he says.
Meanwhile,
Parikh adds to it by mentioning, that he also looks at working capital related
metrics over a period of time, as it shows how the management constantly
endeavours to avoid cash drain through good working capital management. He
further adds that ratios that measure credit risk over a period of time tells,
how comfortable the management is about borrowing money to fund growth. “All
these metrics tracked over a period of time along with understanding the
business operations can give us a fair idea about the management’s ability to
run their business well,” he says.
Vivek Mahajan, Head fundamental Research, Aditya Birla Money believes
that one can easily get the historical record of all the key parameters of the
company performance (both financial and operational) during good as well as bad
times. On top of that if the management is willing to share fair view on the
company as well as industry and most important, is sharing key operational
parameters of the company with investors then it is acceptable. “In case
management is not able to disclose some data points, in view of competition, it
is acceptable,” says Mahajan.
Differentiating the management intention.
One of the most difficult part is to figure out when
the management has unintentionally made a mistake, and when they were involved
in poor decision making or they are making decisions with malicious intent. Since,
the ability of management to identify the needs of the business in terms of
capital requirements for new business opportunities or for expansion of
existing capacity is an important criteria for evaluation.
Gopalkrishnan says, “If the intent of the management
is to create a long term profitable organisation, management is likely to be
more conservative / realistic in setting targets or goals for itself while red
flags should be raised when the targeted goals are way beyond the industry
norms.”
“Reporting
false revenues, excessive related party transactions where the management owned
entities benefit the most, issuing increase in salary despite underperforming
business, issuing warrants to key management that allows them to purchase
shares at below quoted market rate, making unnecessary purchases of trophy
objects like helicopters / private jets with the company’s funds, using listed
entity’s funds to create assets benefiting unlisted group companies, etc. These
are ways that intentionally harm minority shareholders,” says Parikh.
He further
adds that there may be instances where the management has taken to risk to back
a particular business that did not turn out the way they anticipated for
reasons beyond their control. “The distinguishing factor between wrong intent
and bad luck is the amount of the business that was at stake,” he says.
Sharing his views, Mahajan adds, “Investors should get cautious,
usually, when the top management gives indication of venturing into non-related
business from the core business, without proper justification.” Key example can
be the case of Satyam Computers. Satyam Computers, which was into the business
of software development, was planning to venture into the infrastructure
business. He adds, software and infrastructure business are totally unrelated
businesses and has pole apart style of doing business. Later on, it was
revealed, cash on book with Satyam Computers were fictitious and the company
was trying to hide the same, by the way of acquisition of infrastructure
company.
Giving another example, Mahajan says, “Crompton too was punished some four
years back once they announced intention of acquiring a plane. They
subsequently got rid of the same in within a year.”
Another important point to watch out for management intention is the changes
in dividend policy, changes in accounting policy, etc. says Khattar of Edelweiss.
Is meeting management
important?
It is not
possible for small investors to meet the management, even though many experts
always point that one should meet the management to understand their intention.
Gopalkrishnan believes that if management is not approachable for small
investors, the management evaluation can be done through the process of
channels through which they would normally communicate. For e.g. Attending
Annual General Meetings would give perspective about the future course of
management’s plans or alternatively through Annual Reports where management
gives colour on the business environment.
Further, an
analysis of the annual report might give some aspects of the management quality
in terms of capital allocation, debt position, related party disclosures, etc.
Parikh further
adds that, “If an investor cannot meet the management at all & yet wants to
understand the business & the management quality then he/she should
interact with customers of that business, suppliers to that business, dealers /
distributors, competitors, etc. This can give a good idea about how the
management treats these entities. It’s not fool-proof but adds another layer to
our understanding about the management.”
Arpinder Singh, Partner and National Leader, Fraud Investigation & Dispute Services, EY says, "Being sceptical is very important. For example if the accounts receivables is equal to a full year’s sales then it’s a clear red flag. Or growth has been nearly 100% in the last one year whereas for the last 10 years the company has been reporting only 15%. So the management will give a rosy picture so I would actually advice that go meet the customers and vendors."
This can further be supplemented by management
interviews and quarterly conference call transcripts. By doing this an investor
can a have good sense on the quality of the management, vision and the way
management plans to execute.
It is not an easy work to assess the management of the company but
nonetheless there are ways to assess them.
ELEMENT - 1
Quick guide: Qualitative Evaluation Management
- Capital Efficiency –The ability of the management to deploy capital efficiently based on past track record needs to be evaluated.
- Quality of Board – The composition of the board of directors in terms of independence, quality and experience of persons in the board determines the broad outlook for the company.
- Background of key management personnel – Further, the experience and track record of key management personnel in running the business also is a key determinant of management quality.
- Ability to move up the value chain - It is important to determine if the company has invested in backward and forward integration and thereby improved its operating efficiencies over time.
- Ability to de-risk the business at all levels– The ability of the management to de-risk the business is also an important criteria. It is important to evaluate whether the company has been able to perform consistently compared to peers & industry during both, upturn as well as during the down turn in business cycles. Ability of the management to protect the business from uncertainties and global events also needs to be evaluated.
- Transparency and communication – Finally, the extent of how transparent the company is in terms of sharing / communicating the information with the investors as well as to the public at large also helps in evaluating management quality.
- Treatment of minority shareholders & upholding their rights: – Check out the related party transactions within the promoter group. They inform which promoter group entity has benefited from transactions with the company.
ELEMENT - 2
Arpinder Singh, Partner and
National Leader, Fraud Investigation & Dispute Services, EY, shares his
views on what investors should look at in a private company. The same principles
can also be employed in a public listed company.
Round
tripping is where you create fictitious customers and vendors. To take an
example, there is a company which shows 1,000 crore of sales to customers and
also shows that supplies came from vendors which is also an exact amount of
1,000 crore. So the company management will show it was a no-profit and no-loss
situation but it’s the red flag. In this the money just flows between customers
and vendors who are all related parties and the balance sheet is inflated. If
you look at most of the financial statement fraud that are reported in the
newspaper is around this. So what we suggest is that rather than talking to
management investors should always go and meet the top five customers and
vendors.
Background
check is very important. While investors have been doing it in India
pre-investment, I believe investors should also do a background check
post-investment in a company. By background check I mean see if the promoter
has other businesses as well, not listed or having any connections with the
current business? If there has been tax raid on this business or any other
business? Is there any police case against him? Is the promoter black listed in
the CIBIL or globally on something called world check?
I think post
investment investors should also track the cash flow and not limit it to P/L
and financial statement. How much money was put in and how is it being used
every month. Usually many investors just invest and then they do not bother
much for a year, till the next financial statement.
Being
sceptical is very important. For example if the accounts receivables is equal
to a full year’s sales then it’s a clear red flag. Or growth has been nearly
100% in the last one year whereas for the last 10 years the company has been
reporting only 15%. So the management will give a rosy picture so I would
actually advice that go meet the customers and vendors.
Also another
important factor that investors should always ask, though the new companies act
gives direction on whistle blowing policy, but investors should always also
check this aspect of a company. The employees always get to know when something
is wrong and they will also report it and making sure the mechanism is such
that you as investor also gets to know about it.
One of the
trends that we witness is that while major investors are hiring us for
assessing the financial statement, they also request someone from the forensic
team to look into key risk area to avoid major embarrassment in the future. For
example in terms of excessive cash - are the bank statement correct or forged?
Are the sales what the company is telling us? Is there any money being syphoned
out to related parties?
With foreign
investors we are noticing an interesting point, perhaps because of the UK
Bribery Act of the Foreign Corrupt Practices Act, they are all checking if the
company has been paying bribes to get the business, etc. They are making sure
they do the bribery and corruption due diligence before investing. So they want
to know if you have the right policies, are they heavily dependent on
government businesses?
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