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Jul 14, 2014

Cutting the cost of transfer agents

Service reviews should be done at least every six months and conduct frank discussions with current and potential agents

As the registered shareholder base of 
publicly traded firms continues to shrink, many issuers are seeking ways to lower the costs of shareowner services, especially if their transfer agent contracts are coming up 
for renewal. Issuers need to understand what their service contract entitles them to and how much each service costs. Mike Nespoli, executive director of relationship management at American Stock Transfer & Trust, strongly encourages clients to do annual service reviews, ‘going over what their agent is currently doing for them, what additional services the agent could offer and whether they feel the 
services provided are at the level they expect.’

In fact, service reviews should happen every 
six months or even quarterly. They should involve face-to-face discussions with the transfer agent, with issuers coming to the meeting with a good idea of what they want improved or changed. Nespoli 
recommends discussing transfer agent performance internally, either with shareholder communications personnel or human resources staff who deal with employee stock plans and so on, to generate ideas for cost reductions and efficiency improvements.

A thorough contract review is critical to the 
process, ‘especially if current management wasn’t in charge when it was written,’ says Peter Breen, Broadridge’s general manager of corporate issuer 
solutions. Before a service review meeting, issuers should ensure their contract covers services consistent with current needs: ‘A lot of these old contracts have functions and features issuers may not even need.’

Mark Kopelman, vice president and head of strategy and product development for Broadridge corporate issuer solutions, believes ‘most clients don’t know what they’re paying today.’ He says 
conducting the service review will give issuers an opportunity to fully understand the agreements they have with their transfer agents and why they are being charged their current fees. ‘If you can understand the agreement, how it’s being billed and what those trends are over time, you have a good foundation to look at what’s important to you and which areas you can focus on to reduce expense,’ says Kopelman.

How to judge a transfer agent? Paul Capozzi, senior manager of client services at Computershare, says cost is only one of many factors:‘ Issuers should be wary of transfer agents trying to win business with bargain-basement bids; if agents are selling on price, they likely can’t compete on product or quality.’

Instead, he says, companies should perform the following actions with regard to transfer agents:


  • Review products and services offered

  • Review agent’s commitment to quality service

  • Assess if agent is investing in the business

  • Rate the agent’s performance.

Talk about reducing costs

To reduce transfer agent costs, issuers must have open and frank discussions with their current transfer agent and potential replacements. ‘Sit down with your relationship manager, talk through your bill and ask why the charges are what they are. There may be different programs you can use to cut costs,’ advises Todd May, senior vice president and head of Wells Fargo Shareowner Services. ‘Most importantly, however, you need to work with a transfer agent that won’t cut corners on quality and accuracy.’

Capozzi says issuers must take time to discuss how they are being charged for the services they 
are using, how they would be charged for any new services and what competing firms might charge for similar services. ‘There is significant variation in what services an issuer may use as well as a variety of billing approaches, so it can be difficult to 
compare pricing effectively,’ he notes.

‘Some issuers may pay per account, others will pay a flat fee, 
others an all-in fee including print/mail. Transfer agent fees are also only one component of an issuer’s overall investor relations, AGM and shareholder 
servicing costs.’ Billing options must be carefully considered when negotiating a service contract that can lower costs and still satisfy issuer needs.

Part of the conversation must focus on reducing costs for services the issuer feels are most important to its shareholders and the successful operation of its business. Kopelman suggests issuers tell agents which services are most important to them and ask for a transparent pricing plan to deliver those services. He also says issuers ‘must take a forward-looking view of how those services are delivered and priced.’ That means discussing how exceptional events, including regulatory changes that affect shareholder services, such as cost basis, would be billed. Ancillary charges for such things can add up quickly.

Issuers can always try to cut costs by bidding out their shareholder services contract. ‘It behooves you to do a little shopping around with a request for 
proposal (RFP),’ says Breen. ‘You always want to be respectful of the agent you’re with, however – don’t go behind its back.’

Breen says issuers should encourage their 
current agent to participate in the RFP bidding, and adds that receiving bids from other agents ‘may be the best way for an issuer to understand what is 
different and innovative, and the things happening in the industry that they maybe haven’t looked at in a long time. They will get a pretty good sense of what the price out of pocket is going to be – and then they can make a decision.’  

KEY QUESTIONS TO ASK YOUR TRANSFER AGENT

Service review

  • How many phone calls does my company receive on a monthly or quarterly basis?
  • What are the top three to five reasons for those phone calls?
  • How much does it cost to service these calls, and is there some way to reduce the number of calls or service them more cheaply?
  • How many transfers have we done monthly and quarterly?
  • Which transactions or services are generating the biggest out-of-pocket costs?
  • What trends might create cost increases in the future, and how can we mitigate them?

Negotiating a new contract

  • How do you bill each of the services you provide?
  • If the number of accounts I am servicing decreases, do my costs subsequently decrease?
  • What can my business do electronically to reduce costs?
  • Can you provide any other services to support my business?

 

COST-SAVING OPTIONS

  • Paul Capozzi, Computershare:

    The two biggest opportunities 
for significant cost savings are (1) working with your transfer agent to shift toward shareholder-paid transaction fees that reduce 
company-paid fees, and (2) managing print/mailing expenses, including annual meeting-related expenses, by using electronic 
communications. An issuer can also reduce certificate costs by shifting to book-entry only or using print-on-demand certificates, reduce 
dividend costs by encouraging direct deposit, and promote shareholder self-service via web and automated telephone options.’
  • Mark Kopelman, Broadridge:

    On the expense side, there is a lot of opportunity on distribution and the housekeeping of files to help companies be more efficient. Look at things like uncashed checks – if that money is eventually escheated, it racks up fees [that the issuer pays].’ Kopelman also notes that cleaning up accounts, such as 
consolidating duplicate accounts or eliminating closed accounts, means fewer accounts your agent can charge for, thus lowering expense.
  • Mike Nespoli, American Stock Transfer & Trust:

    Electronic 
delivery is clearly a way to go in terms of cost savings. It may be 
the biggest bang for your buck right now – I think there is a saving for companies that are not yet using notice and access and maybe even more than that, the whole electronic delivery system. Issuers should ask their agents what they can do electronically so they don’t have to mail pieces of paper to people anymore, whether those are proxy materials or direct deposit of dividends.’
  • Todd May, Wells Fargo:

    We have many ways in which we help customers lower costs and improve shareholder experience. Examples include encouraging and helping issuers with using online statements and offering programs that allow clients to limit the number of statements mailed on an annual basis. We’ve also made efforts to move shareowners online to ensure we are contacting them with key information via email.’
  • Peter Breen, Broadridge:

    An odd-lot program can be effective, but they do come with ridiculously diminishing returns. If you’ve done one and it was wildly successful, your second one is going to be far less effective – shareholders will start saying, Wow, you told me once to leave, now you’re telling me again to leave, so there can be some backlash. Service provider consolidation is big. If you have your transfer agency services at the same place that does your proxy, your escheatment and all of your investor communications, there are a lot of synergies [that can lower] expense.

 

INSIDER TAKE


After more than two decades in shareholder services, including stints at Mellon Investor Services and Computershare, Andy Wilcox now consults for issuers on ‘best practice contracts’ with transfer agents. 
The following is extracted from the tips on the website of his firm, Shareholder Service Solutions:

Obvious ways to cut costs     

  • Review the previous six months of transfer agent invoices and get clarification on any big amount you don’t understand.    
  • Also look for illogical expenses, like higher-than-usual postage for a letter, or any number with two or three zeros after it, which would rarely be an agent’s out-of-pocket cost. 
  • Simply ask whether your current fees are competitive considering the probable drop in your number 
of registered holders.  
  • Periodically invite one or two competitive bids from other transfer agents.

Less obvious savings

  • Can you use a lighter-weight paper for shareholder communications?    
  • Also discuss using no paper by getting shareholders to opt for electronic communications, perhaps 
with tree planting or charity donations as incentives.   
  • Modify your proxy notice-and-access approach, as necessary.     
  • Look into communicating with employee shareholders regarding your company intranet on an 
implied-consent basis.    
  • Find out whether ‘householding’ proxy materials would be cost-effective.   
  • Discuss combining communications to the same holder owning stock in multiple forms.
  • Selectively ‘drop ship’ shareholder material depending on its quantity, weight and urgency.
  • Ask whether there are volume discounts for postage that could be passed on to you.   
  • Consider an odd-lot clean-up, either by your transfer agent or your proxy solicitor.     
  • Pursue more use of direct deposit for dividends.    
  • If you have a DRIP or direct stock purchase plan, see if you can get odd-lot holders to sign up.    
  • Ask your transfer agent to fully explain duplicate shareholder elimination practices.   
  • Find out about your transfer agent’s inactive/closed account purge and archiving practices.   
  • Question OFAC screening fees and SAS70 report fees.  
  • Question fees to keep up with regulatory changes.
  • Question fees charged to process record-keeping updates from other vendors, like a post-merger 
lost-shareholder search firm.
  • Question relationship termination fees.