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MISSION:INTANGIBLE, the blog of the Intangible Asset Finance Society, offers critical comments on intangible asset, corporate reputation, and finance; supplemented by quantitative reputation metrics. Intangible assets include business processes, patents, trademarks; reputations for ethics and integrity; quality, safety, sustainability, security, and resilience; and comprise 70% of the average company's value. MISSION:INTANGIBLE is a registered trademark of the Intangible Asset Finance Society.

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VW's Reputation Hinges on Quality of Governance

C. HUYGENS - Monday, September 28, 2015
The event the BBC’s Russel Hotten reports as being dubbed the “diesel dupe” is not a recent discovery. Notwithstanding the extraordinary attention it’s been receiving these past two weeks, as with most operational issues that blossom into full blown reputational value crises, there were risk signatures going back 15 months that something was amiss.

In 2014, the West Virginia University Center for Alternative Fuels, Engines and Emissions was contracted by by nonprofit pollution control advocate International Council on Clean Transportation to measure emissions on three cars: a 2012 VW Jetta, a 2013 VW Passat and a BMW X5 SUV.

As reported by FOX, the “BMW passed, but the university found significantly higher emissions from the Volkswagens, according to the U.S. Environmental Protection Agency. The university and the council reported their findings to the EPA and the California Air Resources Board in May 2014, but VW blamed the problem on technical issues and unexpected conditions.”

As we now understand, VW installed software that was supposed to adjust engine output to meet environmental standards when it detected the presence of an external monitoring device typically found in garage and in-door environments. The software did not recognize the monitoring tool used by the WVU lab which is designed to be used in road tests. The engine output was at variance with expected values.

Leading the project for the International Council on Clean Transportation that exposed the shenanigans at VW is an engineer with the improbable name of John German. As reported in the Guardian, German said of his research, “We really didn’t expect to find anything.”

Here’s how the BBC summarizes VW’s position.

The case against VW appears cast-iron. "We've totally screwed up," said VW America boss Michael Horn, while group chief executive Martin Winterkorn said his company had "broken the trust of our customers and the public". An internal inquiry has been launched.

With VW recalling almost 500,000 cars in the US alone, it has set aside €6.5bn (£4.7bn) to cover costs. But that's unlikely to be the end of the financial impact. The EPA has the power to fine a company up to $37,500 for each vehicle that breaches standards - a maximum fine of about $18bn.

Legal action from consumers and shareholders may follow, and there is speculation that the US Justice Department will launch a criminal probe.

Turning to the Reputational Value Metrics as reported by Consensiv based on data from Steel City Re, the indicators of reputational value, volatility, and loss indicate VW is NOT topping the charts in measures of reputational value impairment among the full range of stakeholders. Equity investors, of course, are the first to panic: they've shaved about 30% off the company’s market cap.

But is this a reputational crisis? No, or at least, not yet.  Right now, the indicators of reputational value suggest the Company is benefiting from its historic reputation of automotive engineering excellence reinforced by decisive crisis management action (not merely communications). That legacy of operational excellence, which has been understood and appreciated by myriad stakeholders for years, is providing reputational value resilience.

As for the future, as well appreciated by readers of Reputation, Stock Price and You, and as headlined in the Philadelphia Inquirer, the “financial, reputation hits to Volkswagen hinge on top execs' culpability.”

Personal Reputation Risk Worth 32% Premium

C. HUYGENS - Friday, July 17, 2015
Personal risk to corporate directors is assumed to be covered by D&O liability insurance. Except that personal reputation isn't covered by D&O at all. Which is why Kathy Grant's story is so interesting.

Ms. Grant heads a cash-strapped Health Board in New Zealand. As its Commissioner, she is facing the need to make "extreme cuts" in benefits that will not be popular among the constituency. How extreme you may ask? So much so, explained a government spokesperson, that Ms. Grant's personal reputation is at risk.

Risk is not an impediment to progress if priced correctly. That's the logic, after all, in hazard duty pay. To bear personal reputation risk, the Health Board is paying Ms Grant a healthy 31.8% premium over the maximum customary rate of $1062 per day.

Read more.

Ruthless Blame Game: From 2x4s to nuclear weapons

C. HUYGENS - Sunday, May 31, 2015
It's the CEO's fault, of course, reports Fortune Magazine. According to a survey of 200 Directors conducted by the New York Stock Exchange, more than 2 in 5 respondents said the CEOs should face the brunt of…breach-related backlash. The same seems to be true for any enterprise-level risk.

Damage the firm's reputation, and Directors can get very aggressive. It's no different than in the 1990's when Warren Buffet warned employees at Solomon that if they damaged "a shred" of the firm's reputation, he would be ruthless. Except it is different.

Today, investors are getting very aggressive. They are using enterprise-level disasters to indict the Board of Directors, and build the case that Proxy Access--the right to nominate directors without approval of the Board--is an essential strategic "weapon" to help focus the board's attention. Apparently, we've come a long way from needing merely a 2x4.

Read more (Fortune)

Reign of Terror: Reputation crisis in personal terms

C. HUYGENS - Tuesday, May 13, 2014
Crisis management now seems to involve the disposal of competent executives. "Last week, Target’s Gregg Steinhafel become one of the more than 461 CEOs to step down this calendar year, adding to a body count that is up 17 percent from the same period last year. This statistic from the global outplacement consultancy Challenger, Gray & Christmas, Inc. may be “interesting.” Unless you’re a CEO, in which case it is gut-wrenching." Read more.

Target: Risks when stakeholders expect more, and the board is blind

C. HUYGENS - Monday, May 05, 2014
Reputation risk is when stakeholders expect behaviors from a company that it can't deliver. It is an enterprise-level event. Target, one of the largest American retailing companies, founded in 1902 and headquartered in Minneapolis, Minnesota, encourages its customers to "expect more." Around twenty weeks ago, Target failed to meet expectations twice: through a breach in IT security and then through poor follow up management of the consequences.

When a company such as Target has a superior reputation and then fails to meet expectations, stakeholders may give the company the benefit of the doubt. However, failing twice without an adverse reaction is asking much from stakeholders today. The board of directors at Target, as we learned today, was not about to take chances. Adverse reactions include what the Financial Times defined some time ago as "the pile on of litigators, regulators and mommy bloggers." The Germans call it a "shitstorm." And unless immunized prior to the crisis, the primary beneficiaries of the opprobrium from the masses are the company's directors and officers.

Neither the Directors nor Officers of at Target was immunized. This morning, Target announced that Chairman, President and CEO Gregg Steinhafel is out. Steinhafel, a 35-year veteran of the company and CEO since 2008,  agreed to step down, effective immediately. He also resigned from the board of directors. The modern day Jonah was thrown into the sea by his directors to appease the mobs evidencing a reputation crisis. Or perhaps the board over-reacted.

Calling for the heads of directors and officers is not new. D&O liability insurance was introduced years ago in recognition of the fact that a disenchanted stakeholder group needed to vent, and it was unreasonable to ask directors and officers to bear the personal costs. Alas, absent immunization, they are bearing the personal costs to their reputation. "They" include the risk committee board members of JPMorgan Chase, the four senior-most directors at Duke Energy, and now the Chairman and CEO of Target.

Favoring the argument that the board overreacted, shares in Target fell nearly two percent in pre-market trading Monday. Ninety minutes into the trading day, shares were down nearly 3% while the S&P500 was flat. Equity investors, it seems were  disappointed with the removal of Steinhafel who has reinforced Target's reputation for stellar customer-oriented service. Of course, there is the alternative explanation that investors are both delighted Steinhafel is gone and are expecting more bad news which is not yet public but, which known to the board, Other sources of intelligence, specifically, the Steel City Re reputation metrics, favor the first explanation - the Board of Directors unnecessarily tossed Steinhafel overboard to appease the crisis management gods.

Twenty weeks out from the breach, Target's reputational value is staging a comeback from the initial depression. The substantial drop in the company's Reputation Premium from the high 80's to below the 50th percentile is stabilizing around the 64th percentile relative to the 15 companies in the Discount Stores peer group. In fact, last May around this time, Target's Reputation Premium was lower. Further, looking at the measures of reputational volatility, the Consensus Trend, there was never a major shock among key stakeholder groups. Overall, Reputational Health is good.

How good is a good reputational health? In the case of Target, its reputational value peaked near June 2013 as shown in the 3-year chart below. The decline in reputational value since then is nearly linear, with the immediate effects of the data breach being nothing more than a short-term shift in the overall trend.  In other words, the data breach was not the long-term cause of Target's loss of Reputation Premium nor the long-term cause of Target's loss in Reputational Value. Rather, the entire industry - discount retailing -- is losing its value proposition. The data breach at Target helped temporarily mask the real cause of decline: the business strategy is failing.

It can be argued that a CEO is obliged to fall on his sword for advocating and implementing a failing strategy. And with this in mind, it might be argued that the equity price fall Monday morning represented equity investor recognition of the real reason for termination. But frankly, absent quantitative metrics to inform the board, management, and the communications arms of Target, it is hard to know what they know or why they think they acted the way they did. Worst, if Steinhafel was aware of the overall industry decline and was working on a plan to save Target, then it is a particularly bad time to be making changes at the top. Remember how well that worked out for JCPenny (JCP).

Managing an operational failure with one eye towards the media is prudent, but the tail should not wag the dog. If the real problem is a sector decline, it would be best to focus attention on that problem and not the irrelevant noise generated by those who make a living generating noise. Sir John Rose, former CEO of Rolls-Royce (LON:RR), set the standard to putting mind to what mattered when he ignored the media for weeks after a Rolls-Royce engine exploded on a Quantas super jumbo in November 2010. Instead, he identified the source of the problem and fixed it to the satisfaction of regulators, and more importantly, a key customer. Less than 10 weeks after what was viewed as a reputational crisis, British Airways announced that it was equipping its latest super jumbo acquisitions with...the same Rolls-Royce engine. And as Rolls-Royce spent ample cash indemnifying customers for downtime, and as the sales book was booming and stock price rocketing, less than 20 weeks after the affair, Sir John stepped down, sat on his motorcycle, and rode into the sunset.

Twenty weeks from the breach and the Chairman/CEO has been sacrificed. Quantitative reputation metrics, including the Loss Gates charts for Target's objectively measured crisis trigger points, do not show a crisis. It is one more example of a needless loss of executive life.

Management and boards require metrics to do their work properly, and Directors and Officers deserve protections for their personal reputations in shitstorms. Absent measures of reputational value, rash decision informed only by PR and media activity may be made with awful consequences. Absent protections for corporate leadership, good people may be thrown overboard to no avail. There are many lessons to be learned here.

Reputation Risk: Scoring an own goal

C. HUYGENS - Monday, April 21, 2014
A reputation crisis often follows a failure in an operational process when stakeholders hold the board culpable for a concomitant failure in governance, controls and risk management. There are specific strategies companies can follow, and products companies can acquire, that can protect Directors and Officers from undeserved opprobrium.

However, from time to time, the failure starts at the board level without any operational antecedent. There is little a company or an institution can do to deflect the well-deserved opprobrium other than listen to stakeholders, assess the importance of their support, and to find someone to fall on a sword. In the recent past, Susan Komen's Race for the Cure and Chick Fil-A had their self inflicted wounds spotlighted after positions were taken in the culture wars.

Months after the Susan G. Komen Foundation for the Cure made national headlines for halting then reinstating funding to Planned Parenthood, the organization's two top executives, its founder and president, stepped down. With Chick Fil-A, CEO Dan Cathy shared his experience after making public homophobic remarks with the Huffington Post, "“Every leader goes through different phases of maturity, growth and development and it helps by (recognizing) the mistakes that you make,” Cathy told the AJC. “And you learn from those mistakes. If not, you’re just a fool. I’m thankful that I lived through it and I learned a lot from it."

More recently, it was (re)revealed that now-former Mozilla CEO Brendan Eich had six years ago donated $1,000 to a group opposing same-sex marriage. Within two weeks of the public outcry, the board "allowed" the co-founder of the Mozilla project, which developed the Firefox browser, to step down. Of course, had the board done its homework, it would have found that the controversial donation was first hotly debated two years ago. Only then, Eich was not the CEO.

Meanwhile, at the centers of higher learning, the lessons are not sticking any better. Penn State University, whose former President, Graham Spanier is charged with covering up a child molestation scandal to protect the school's football program, has recently hired a new President who's prior school is being rocked by allegations of downplaying a rape scandal to protect the school's football program. According to Bloomberg,  "the New York Times has a front-page investigative story (and accompanying interactive) accusing both the school and local police of mishandling a Florida State University student’s report that she was raped by Jameis Winston, FSU’s star quarterback and winner of the 2013 Heisman Trophy." Penn State spokeswoman Lisa Powers wrote to Bloomberg that “Penn State Trustees conducted all appropriate, thorough background checks and investigations required by institutional policy.”

Reputation risk is the threat that stakeholders will discover that a company, foundation, or university is unable to meet their expectations, and as a result, change their expectations with resulting adverse economic consequences. There are strategies to align expectations and control operations. The first strategy is not to score an own goal.

GM: Barra is owning it

C. HUYGENS - Tuesday, March 25, 2014
GM's got issues. Ten years of sweeping safety problems under the rug has come back to haunt it, just as it haunted Ford for its Pinto. Haunt is not the best word. The German's call it a "shitstorm," or what the UK's Financial Times called "the pile on of litigators, regulators and mommy bloggers." Huygens prefers the term "reputation crisis."

Now here's the funny thing. Typically, in a reputation crisis, the marketing types describe a Kabuki-like ritual of how the CEO needs to apologize, demonstrate contrition, and all will be forgotten. The New York Times quotes a prominent PR executive saying "She's owning it," which sounds good until the the rest of quote kicks in, "'She will not be able to distance herself from it. It's now hers,' said the P.R. man, Daniel G. Hill, in what sounded a bit like a threat." Barra has pundits scratching their heads. "It was puzzling, then, if not downright ill advised, for GM's CEO, Mary Barra to last week personally lay claim to the biggest crisis at her company since the financial crisis."

Barra's actions, however, are textbook reputation crisis management if you come from the school that a PR crisis is no more than a window into an operational crisis. To effectively manage stakeholder expectations going forward (the entire value proposition in reputation risk management), you have to promise to to the right thing...and have stakeholders believe you.

It takes only three steps: (1) Admit there is a problem; (2) Apologize for allowing the problem to arise, affirming that the problem violates everything you and the firm stand for; and (3) promise it will never happen again. Here's Barra last week from the New York Times: “'Our goal is to make sure that something like this never happens again,' she said." Extra points go to the firm that promises that something of this sort will never happen to any other firm in the industry.

If stakeholders find Barra credible, they may set high expectations going forward. The benefit is that GM may demonstrate reputational resilience. The risk, as Arthur C. Liebler, who was Chrysler’s top communications executive during Mr. Iacocca’s heyday told the New York Times, is "Ms. Barra and her team will be watched very closely now and will have to prove that they mean what they say. If they don’t deliver, there won’t be a second chance.”

The quantitative reputational value profile of GM, according to Consensiv and based on Steel City Re's reputational value metrics, is shown below. Not surprisingly, the Reputation Premium has been sinking, but interesting, not acutely. Its been on a bumpy ride down to 0.35 percentile for a while, suggesting stakeholders were increasingly discounting GM for some time. The Consensus Trend, CT, is much more interesting. It leaped from a very low level relative to the other 39 companies in the Motor Vehicles peer group to an absolute level of 5.2%. This indicates stakeholders have moved from a more or less uniform set of expectations of GM to a much more diverse mix.

It is a risky time for GM with its reputational heath approach the danger zone. Barra has stakeholders' attention. Early indications were promising, but the most recent additional drop these past two weeks in the Reputation Premium does not bode well. Stay tuned.

For more background on the Consensiv reputation controls, click here. To view the December 2013 reputational value league table, based on Consensiv's metrics, and available exclusively at CFO.com, click here. Last, to read more about how reputational value is linked to stakeholder expectations and enterprise value, read, Reputation Stock Price and You: Why the market rewards some companies and punishes others (Apress, 2012) (click here).

Reputation Risk Disclosure is Not Exculpation

C. HUYGENS - Sunday, February 16, 2014
Disclosing reputation risk and doing nothing more may be a risk unto itself and a company's executives, suggests a recent district court decision. As reported by the law firm Morgan Lewis, in In re Longwei Petroleum Investment Holding Ltd. Securities Litigation, the U.S. District Court for the Southern District of New York denied a motion by the CFO to dismiss a case under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act) noting, among other things, that the signing of Form 10-K alone is sufficient evidence of control (even if control is ineffective or blatantly faudulent). Because of other facts in the case the court also found that the plaintiffs' allegations that the two audit committee members failed to take any action in response to "acknowledged reporting failures" established scienter.

There you have it. Disclose the risk and you help establish scienter without any of the immunities associated with evidencing real working controls. This is a bad hand when playing a high stakes game with an aggressive plaintiff's bar. It is also one more round of bad news for the authors of Forms 10-K who, with respect to reputation risk, were as a group charged with doing it all wrong in a study by Consensiv as reported in the Financial Times service, Agenda.

Richard Leblanc, Associate Professor, Law, Governance & Ethics, York University, observed, Just disclosing the risk may help to establish scienter, but control would be what investors want to see: namely what are the internal controls (or lack thereof) over reputation risk? And are these controls effective? Is the design and implementation of these controls regularly tested and independently reported to the board (or a committee)? Investors want to see how the various risks are being mitigated, not just that there exists reputation risk, which is blindingly obvious.

Real working controls would help exculpate Directors and Officers. Real controls, if sufficiently transparent, would signal value to investors and a red flag to the plaintiff's bar. Reputational value insurances, when designed properly with quantitative measures, provide that transparency.

CEO: In the cross hairs

C. HUYGENS - Tuesday, July 23, 2013
According to the cruel calculus of war, a wounded enemy combatant is much more valuable than one who is dead. The wounded consume more enemy resources.

How else to explain SEC's strategy of winging Steven Cohen, founder of the $15bn hedge fund SAC Capital rather than taking him out of action? The SEC claims Cohen was negligent by ignoring red flags of illegal trading and failing to “take reasonable steps to investigate and prevent such violations”. In an administrative action filed last Friday, the Financial Times reports, the SEC alleged that Cohen "failed reasonably to supervise” two portfolio managers who engaged in insider trading that generated profits and avoided losses of more than $275m in total for the hedge fund.

Is that the best SEC can do? Cohen is a bad manager who failed to recognize red flags? Apparently, it is sufficiently cathartic. Senior heads, if not actually roll, will at least list.

Davia Temin, a reputation management consultant and crisis management expert, explains, "People have so much pent up anger, I believe, coming from the high expectations of life that were then dashed, from 2008 onwards, that they lash out more quickly, and more completely than ever before. And thru social media they can do so. But there are still currents and eddies of popular opinion...and if they catch one, they can do a lot of damage."

How angry are they, Davia? "I started to experiment in my Forbes.com column with what catches on. Many thought pieces get about 300 views...while my "angry pieces" that rail against some injustice, can get almost 90,000! Anger is contagious!"

Beware CEOs and Board Members. Yes, they're gunning for you. And if they get you, it won't be through a single rifle shot. It will be slow, and it will hurt. As the Economist notes this week, the "... SEC has vowed to take more cases to their conclusion, be it a determination of guilt or innocence. As a result, even if the outcome of the case against Mr Cohen is by no means obvious, it is a good bet that his legal entanglements will not end soon."

Corporate Boards: Charge them with the usual crimes

C. HUYGENS - Monday, July 08, 2013
The CEO may be getting big bucks. Moreover, in the US, they're getting bigger notwithstanding efforts at France-inspired salary caps. But when it comes to where the buck stops, ground zero appears to be the boardroom. Last month, the Financial Times published a story by Peter Whitehead titled, Company disasters – boards are to blame. The article was accompanied by a somber promotional video clip from the consultancy, Reputability, embedded below, explaining why.

In a spirited discussion on the Boards and Advisors LinkedIn group triggered by the article, it was flatly alleged "...that - even with non-performance of management - boards must be to blame, by their very nature and power. There are no flawed companies, only flawed boards. Boards are responsible for everything - management selection, strategy approval, risk oversight, compensation setting, etc. Boards can't argue "we missed it" because increasingly regulators are saying we will hold you responsible if you do miss it because it is your responsibility to know and not to miss. So institute systems and reporting so you do not, and replace management if need be."

Huygens is all for rounding up the usual suspects and charging them with the usual crimes, but he's not sure this is the best path to improved operations, superior governance, or better risk management. Nor a particularly good route to value creation.

Blame for most company failures will concentrate in the boardroom, with a serious skills gap and risk blindness of Board members being the most common allegations. That is why company crises become personal reputational matters for Board members, and why management and insurance solutions that help Board members combat these allegations, reputation risks, are now in great demand.

However, operational risks and reputational risks can be bifurcated. Data show that a reputational crisis is not a necessary consequence of an operational crisis provided that the Board has made a reasonable concerted effort to anticipate and mitigate the risk. And that stakeholders are aware of the effort and are able to appreciate and value it.

Warren Buffet would approve. Remember, he would forgive a financial loss; not a reputational loss.

Boards can be forgiven just as Jamie Dimon was forgiven.  What is helpful is having an established track record, a reputation, that can counter allegations of incompetence etc. This is a strategy Board members concerned about their personal reputations would do well to understand as they seek personal reputation protection solutions.

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