25/4/18: Tesla: Lessons in Severe and Paired Risks and Uncertainties

Tesla, the darling of environmentally-sensible professors around the academia and financially ignorant herd-following investors around the U.S. urban-suburban enclaves of Tech Roundabouts, Silicon Valleys and Alleys, and Social Media Cul-de-Sacs, has been a master of cash raisings, cash burnings, and target settings. To see this, read this cold-blooded analysis of Tesla's financials: https://www.forbes.com/sites/jimcollins/2018/04/25/a-brief-history-of-tesla-19-billion-raised-and-9-billion-of-negative-cash-flow/2/#3364211daf3d.

Tesla, however, isn't that great at building quality cars in sustainable and risk-resilient ways. To see that, consider this:

1. Tesla can't procure new parts that would be consistent with quality controls norms used in traditional automotive industry: https://www.thecarconnection.com/news/1116291_tesla-turns-to-local-machine-shops-to-fix-parts-before-theyre-installed-on-new-cars.
2. Tesla's SCM systems are so bad, it is storing faulty components at its factory. As if lean SCM strategies have some how bypassed the 21st century Silicon Valley: http://www.thedrive.com/news/20114/defective-tesla-parts-are-stacked-outside-of-california-machine-shop-report-shows.
3. It's luxury vehicles line is littered with recalls relating to major faults: https://www.wired.com/story/tesla-model-s-steering-bolt-recall/. Which makes one pause and think: if Tesla can't secure quality design and execution at premium price points, what will you get for $45,000 Model 3?
4. Tesla burns through billions of cash year on year, and yet it cannot deliver on volume & quality mix for its 'make-or-break' Model 3: http://www.thetruthaboutcars.com/2018/04/hitting-ramp-tesla-built-nearly-21-percent-first-quarter-model-3s-last-week/.
5. Tesla's push toward automation is an experiment within an experiment, and, as such, it is a nesting of one tail risk uncertainty within another tail risk uncertainty. We don't have many examples of such, but here is one: https://arstechnica.com/cars/2018/04/experts-say-tesla-has-repeated-car-industry-mistakes-from-the-1980s/ and it did not end too well. The reason why? Because uncertainty is hard to deal with on its own. When two sources of uncertainty correlate positively in terms of their adverse impact, likelihood, velocity of evolution and proximity, you have a powerful conventional explosive wrapped around a tightly packed enriched uranium core. The end result can be fugly.
6. Build quality is poor: https://cleantechnica.com/2018/02/03/munro-compares-tesla-model-3-build-quality-kia-90s/.  So poor, Tesla is running "reworking" and "remanufacturing" poor quality cars facilities, including a set-aside factory next to its main production facilities, which takes in faulty vehicles rolled off the main production lines: https://www.bloomberg.com/view/articles/2018-03-22/elon-musk-is-a-modern-henry-ford-that-s-bad.
7. Meanwhile, and this is really a black eye for Tesla-promoting arm-chair tenured environmentalists, there is a pesky issue with Tesla's predatory workforce practices, ranging from allegations of discrimination https://www.sfgate.com/business/article/Tesla-Racial-Bias-Suit-Tests-the-Rights-of-12827883.php, to problems with unfair pay practices https://www.technologyreview.com/the-download/610186/tesla-says-it-has-a-plan-to-improve-working-conditions/, and unions busting: http://inthesetimes.com/working/entry/21065/tesla-workers-elon-musk-factory-fremont-united-auto-workers.  To be ahead of the curve here, consider Tesla an Uber-light governance minefield. The State of California, for one, is looking into some of that already: https://gizmodo.com/california-is-investigating-tesla-following-a-damning-r-1825368102.
8. Adding insult to the injury outlined in (7) above, Tesla seems to be institutionally unable to cope with change. In 2017, Musk attempted to address working conditions issues by providing new targets for fixing these: https://techcrunch.com/2017/02/24/elon-musk-addresses-working-condition-claims-in-tesla-staff-wide-email/. The attempt was largely an exercise in ignoring the problems, stating they don't exist, and then promising to fix them. A year later, problems are still there and no fixes have been delivered: https://www.buzzfeed.com/carolineodonovan/tesla-fremont-factory-injuries?utm_term=.qa8EzdgEw#.dto7Dnp7A. Then again, if Tesla can't deliver on core production targets, why would anyone expect it to act differently on non-core governance issues?

Here's the problem, summed up in a tight quote:

Now, personally, I admire Musk's entrepreneurial spirit and ability. But I do not own Tesla stock and do not intend to buy its cars. Because when on strips out all the hype surrounding this company, it's 'disruption' model borrows heavily from governance paradigms set up by another Silicon Valley 'disruption darling' - Uber, its financial model borrows heavily from the dot.com era pioneers, and its management model is more proximate to the 20th century Detroit than to the 21st century Germany.

If you hold Tesla stock, you need to decide whether all of the 8 points above can be addressed successfully, alongside the problems of production targets ramp up, new models launches and other core manufacturing bottlenecks, within an uncertain time frame that avoids triggering severe financial distress? If your answer is 'yes' I would love to hear from you how that can be possible for a company that never in its history delivered on a major target set on time. If your answer is 'no', you should consider timing your exit.

24/4/2014: Mandatory or Voluntary Board Independence?

An interesting paper on the impact of independent directors appointments on equity prices published in September-October 2012 issue of the Emerging Markets Finance & Trade (vol 48, number 5, pages 25-47) throws some light on the role of regulatory and governance restrictions relating to Corporate Governance.

Traditionally, and especially in the present economic climate of mistrust of the enterprise and markets, imposition of the regulatory requirements for independent directors appointments to the boards of the companies is seen as a good thing. The argument in favour of mandatory requirement of this sort goes along the lines that forcing a company to comply with the 'best practice' in corporate governance leads to an improvement in company performance. Presence of independent directors on the boards, especially where mandated, is seen as one of the most important aspects of board-level governance, bestowing the benefits of monitoring of the management decisions and performance, as well as signalling to investors (and even potentially customers and counterparties to the firm's operations) the quality of the firm (at least as far as its governance structures are concerned).

If the above thesis is correct, on average, firms operating in the regulatory environment of mandatory requirements for appointment of independent non-executive directors should outperform (from investor perspective) firms operating in the environment where such appointments are not required.

Ming-Chang Wang and Yung-Chuan Lee - in their paper titled "The Signaling Effect of Independent Director Appointments" - use data for Korean plcs during the period of time when some of the firms were covered by the explicit requirement for appointment of directors and some operated in the environment where such appointments were made on the basis of voluntary choice of the firm board.

The authors hypothecise that "analytical model proposes that the market expects voluntary appointments to bring more positive value than mandatory appointments since voluntary appointments signal the integrity of the firm". And indeed, the authors find that voluntary and not mandatory appointments "are associated with higher abnormal returns from appointment announcements, particularly for firms with severe agency problems..."

Empirical results from the study show that:

1. "... there are significantly positive market reactions to the announcements of the appointment of independent directors" in terms of abnormal returns in days 0, 1 and 2 after the announcement (+0.095-0.125%) and in cumulated abnormal returns "in the windows after and between the event day" at 0.236% and 0.254%, respectively.
2. "... mandatory appointment policy has not provided investors with any significant monitoring value, and we can therefore also state that the regulation has not been effective for the market".
3. "In contrast to the mandatory appointments, the significantly positive abnormal returns of the voluntary appointments for days 0, 1, 2, and 3 reveal the possibility of the existence of a combination effect of both signaling and monitoring value after the event day, based upon firms' voluntarily appointing independent directors to signal their integrity."

From the point of view of the policy systems, the results above suggest that instead of imposing mandatory requirements, we would be better off cultivating voluntary culture of board independence and appointment of directors with truly independent track records. Afterall, when you think of the potential for cronyism determining or co-determining appointments choices in the mandatory requirement setting, you can see that mandatory appointments can do more damage than good to both the firms and the markets.

29/8/2012: Corporate Governance & Transparency in EU27

A new study, published in the International Journal of Business Research (link here), has ranked 27 EU countries' corporate governance codes in terms of transparency levels required. According to authors, the empirical study conducted "that approaches corporate governance from regulatory perspective ...by analyzing all codes currently enforceable at European Union level, has two main goals focused on transparency and disclosure provisions settled by these" which implies that the study is "more comprehensive in these respects than prior related research focused on the same topic".

The main aspect of the study is "to define particular [corporate governance & transparency] disclosure groups [of countries] according to the level of transparency required and to classify all analyzed codes into these clusters."

The study modeled "the average value of disclosure indices for each disclosure group created" (Avg.D&T S_Index), basically as a metric of "similitude between them and OECD principles as regards the compliance with disclosure and transparency requirements".

"Consequently, we divided our sample of corporate governance codes according to their disclosure indices into six different groups revealing a level of disclosure from "very high level" to "insignificant level". The distribution of corporate governance codes into the disclosure groups thus created are presented in Table III, together with the average values of disclosure indices calculated for each group (Avg.D&T S_Index) and the average scores for the independent variables, revealing the level of disclosure depending on codes' issuers type (IT) and countries' legal regimes (LR1 and [LR.sub.1])." 

In the above 

• "IT (Issuer Type), the following four identities being considered: "Composite", made of groups that contain representatives from at least two of the subsequent groups, "Government", referring to national legislatures or governmental commission/ministries, "Exchange", represented by national stock exchanges and "Industry", referring to industry or trade associations and groups, as in prior related literature;"
• "LR (Legal Regime), in this respect being used classifications made by both La Porta, et al. (1997), who distinguished between "Common law", "German civil", "French civil", "Former socialist" and "Scandinavian civil" (values assigned to variable LR1) and Cicon et al. (2010), who introduced two new legal regimes ("Baltic civil" and "Global governance practices") instead of "Former socialist" and "Scandinavian civil" (values assigned to variable [LR.sub.2])."

Here are the summary table for groups assignments:

Now, the above suggests that Ireland has the lowest possible - "Insignificant Level" - of corporate disclosure rules compared to the OECD best practices standards. The results also show that Ireland does not belong to the group of highest disclosure-consistent legal regime (LR) that includes Common Law-type countries, but instead belongs to the lowest level of legal regime-consistent transparency.

Boardrooms in denial: McKinsey study & Ireland Inc

McKinsey has done some homework and published impressive findings on the issue of corporate leadership in the current downturn. You can get the article here, if you have access to the Quarterly, but below are some main findings.

"While half of board members describe their boards as effective in managing the crisis, just over a third say their boards have not been effective; 14 percent aren’t sure how to rate their boards’ effectiveness. At the personal level, roughly half of corporate directors say their boards’ chairs haven’t met the demands of the crisis, and a nearly equal percentage of board chairs believe the same about their board members. Though most boards have implemented various changes to their procedures in response to the crisis, 62 percent say their boards need to change even more." Chart below (courtesy of McKinsey) illustrates.Now, we all by now can be counted as the slaves of 'innovation' fad - the trend in modern management and policy to label every strategy change an 'innovation', but what McKinsey data shows, strategy is still the king when it comes to responding to changing environments.

"Innovative strategies are the key when corporate directors evaluate their boards’ responses. Among the group who say their boards have been effective in responding to the crisis, 60 percent credit the development of new strategies to manage risk and take advantage of new opportunities (chart below). That same area of management is most frequently cited as lacking among respondents at companies with ineffective boards. (This finding is consistent with the results of another recent survey, in which executives said support for innovation should be the overall focus of governments’ actions in response to the crisis.) Other areas that have been addressed by many effective boards are financing and operational needs; at unsuccessful companies, respondents say their boards have been particularly ineffective at tackling talent management and restructuring."
So let me ask you this question. Since November 2008 I spent inordinate amount of time and effort trying to convince some of our top organizations and companies - amongst hardest hit by the current uncertainty in the markets - to set up some formal research function to evaluate various strategic responses to the crisis that they can adopt. The structures I have been proposing are pretty much in line with those summarized by the McKinsey below:
Not a single Irish corporate took up my challenge. Majority of our corporate leaders are sitting on their hands, in words of Leonard Cohen 'Waiting for the miracle to come". But don't take my word for it - here is hard data on the issue.

Here is the truth - 'miracle' ain't coming, folks. Wake up and smell the roses - if you your board/CEO assessments of counterparty contributions is anywhere close to what McKinsey reports, you are screwed. Your corporate structure is rotten from the head down and you need to do an independent appraisal of it from the head down. Waiting around for 'miracles' is not going to do it.