FX Info for the Board? Less Is Greater Than More
You want to give less but be prepared for more when walking the fine line of reporting to the board.
As the US dollar (USD) continues to strengthen, the Chinese renminbi (RMB) weakens, and other currencies go their own way, corporates’ foreign-exchange risk and the tools to hedge it are becoming even more complex. But how to present that to a board of directors that’s inundated with other issues?
PricewaterhouseCooper’s Annual Corporate Director Survey provides some general guidelines for what boards want to hear. Nearly 800 corporate directors responded to the survey, and more than two-thirds of them somewhat or very much want management presentations to highlight risks related to the issue being discussed better. A similar percentage wants more management insight. And more than half want shorter summaries of presentation materials, while 46% at least somewhat want those materials to be provided with more lead time.
In terms of boardroom discussions, the survey found, directors are looking for candid and insightful presentations that provide commentary, analysis and perspective that supplement pre-read materials. Around half at least somewhat want management presentations to be less formalized and involve more spontaneous discussion, and dialogue with management to be less scripted and controlled.
The survey is general and subjective: One director’s more concise summary may be too high level for another. Nevertheless, it is in line with the more direct experience of professionals at Chatham Financial, a Kennett Square, PA-headquartered financial advisory firm that works closely with corporate finance executives and frequently has been brought in to help translate FX-related issues to corporate boards.
“One of the most common challenges we’ve seen in our experience working with treasury teams and boards is a tendency for them to talk right past each other,” said Amol Dhargalkar, who heads Chatham’s corporate sector focusing on interest-rate risk, FX and commodity-risk management.
Mr. Dhargalkar recalled attending the board meeting of a multinational corporate (MNC) with more than $2 billion in revenue that had been hit hard by the devaluating euro. The FX manager dove into details about measuring the company’s FX gains and losses that all made perfect sense, but the board members really wanted to hear about the impact on revenue.
“The FX manager went deep into the details very quickly, and she was 100% correct, but that was not what [at least] one member of the board wanted to hear,” Mr. Dhargalkar said
Nevertheless, the reason a company’s FX program is less effective than desired may be buried in those details that treasury is all too familiar with—for example, a company’s Japanese subsidiary may be booking all transactions within the ERP in yen, when the underlying transactions may really have Thai baht or other currency as their true exposure. Boards of directors and their various committees, however, have myriad other issues to consider, ranging from executive compensation and performance to company strategy development and oversight.
“It’s rare for board members to want to go deep into the weeds; rather, they typically have a strong desire to have a topical understanding and ultimately feel that management has got it under control,” Mr. Dhargalkar said.
Materials provided to the board sometimes don’t include executive summaries, said Don Keller, a partner in PwC’s Center for Board Governance, adding board materials must be concise and avoid “burying the punch line in the middle of the document.” He recommended using appendices and getting the material to the board well before the meeting.
“When it comes to board discussions, there’s a loud cry for more insight and less industry jargon, and for presentations that are less prescriptive and more spontaneous and interactive,” Mr. Keller said.
To determine the appropriate level of detail when developing presentations, an initial step for treasury is to understand board members’ expertise. A director who is the CFO at another company, for example, will understand the financial details and may be able explain their relevance more effectively to other board members. Financial companies are likely to have more financial experts on their boards.
In terms of the presentation itself, it can be helpful to create a more detailed report that can be read separately from the presentation, either in preparation for the meeting or afterward.
Paul LaRock, managing director at Treasury Strategies, said the first page of presentation materials should explain the issue and then treasury’s objective and the risk it entails. The next couple of pages should be devoted to describing treasury’s available options and then why it is choosing one or two. “Most members of the board won’t have a background in FX, so treasury will need to give them something in writing they can refer back to,” La Rock said.
Chatham has found that board members want to be educated about key notions, such as the FX gain or loss, and the impact on revenue from translating oscillating foreign currencies back into USD. However, that education must be connected back to the company—its exposures and the extent to which those exposures are impacted by currency movements.
“Wrapping education around the concepts along with a review of a company’s position, all in one, tends to provide the best outcome when companies present infrequently to the board on their FX program,” Mr. Dhargalkar said. He warned about any number of rabbit holes the discussion could veer into along the way, especially since such presentations typically must be delivered in less than 30 minutes, but probably closer to 15.
“Be ready to go into the weeds, but don’t if you can help it,” Mr. Dhargalkar said. He added that its best practice for corporate finance to engage the board routinely, probably once a year but frequency depends on the company’s FX exposure, and that regular interaction shortens the discussion of more routine matters and enables including more detail and analysis.
Mr. Keller recommended starting with fundamental concepts, such as why the company is USD functional rather than the local functional currency. The company may operate in numerous countries, but typically it is two or three that generate most of the FX impact, and the presentation should focus on those. Then, treasury can provide a straightforward example to illustrate how the FX issue affects current period revenue, cost of goods sold, or whatever the preferred measure is.
Make sure, Mr. Keller said, that on an ongoing basis, the board understands how currency fluctuations impact a quarter’s pretax earnings, income tax expense, resultant after net income, and earnings per share, by giving them a schedule summarizing that information.
Mr. Dhargalkar said effective presentations to the board often quantify the risks a company faces, providing a range of outcomes given the company’s FX exposures. “A presentation says: Here’s what we’re doing from a hedging standpoint, and here’s the resulting range we’re seeing, tends to be very impactful,” he said. Also, putting hard numbers in from of directors can be very helpful, he added, and treasury executives can typically rely on their banks or advisory firms such as Chatham to provide much of the analysis.
“You can put it in the context of metrics that matter most for the organization, whether its EPS, margins or revenue growth,” Mr. Dhargalkar said, adding, “Putting it in that form inspires confidence and trust among board members.”