Good governance means having great people at the top looking out for the company. But how much should a company pay for a good director? In this TV show Caroline Newsholme discusses pay vs performance.

Good governance comes at a price

You should certainly pay for talent.  And good directors come at a price.  But there’s a feeling that directors remuneration is slightly out of kilter with the real world.  It’s certainly being increasing, notwithstanding the fact that we are in a recession, there’s been a quite substantial upwards trend

And obviously a lot of companies have struggled and may not have performed as well.  So there there’s an inconsistency between actually the wellbeing of the company and what the directors are being paid.

But I think certainly directors are alive to the concerns that have been voiced by investors and the business world generally.  I don’t think they are blasé about the position, they recognise that there has to be a proper link between pay and performance and we can’t continue to see excess packages which are not really justified.  Whether we’ll get change at the rate we need change is another question.

But there’s a lot of impetus in the corporate world to increase transparency and to change what’s gone before.

If you are interested in discussions around good governance take a look at our briefings on director's remuneration and board effectiveness.

 

Corporate governance issues arising from boardroom structure includes how much each member should be paid for what they are expected to do, as Rob Wirszycz discusses in this TV show.

Corporate governance issues - Defining roles

Remuneration is a really sticky area in a sense.  Actually, if I’m a Non-Executive Director I don’t expect to own any shares.  My belief is that a Non-Executive Director is there to be completely objective.  And I’ve been in many Board meetings where effectively the Board meeting is a meeting of the shareholders.  Self-interest always wins in those meetings.  So if I’m a Non-Executive Director in a meeting and I’m there, my job, I’ll accept a retain, a relatively small retainer, depending on what they want me to do.  If they do anything away, outside of the brief, my belief is that that should be paid for separately.  But so just to be a Non-Executive Director, I would like to be paid for the very clear, clearly-defined, but I don’t want, expect any shares. As a Chairman it’s different.  Now the Chairman, I’m acting on behalf of the shareholders, so I actually have to have alignment with them, so what I always ask for when I’m Chairman is again a retainer, which is a small amount of money, relatively small amount of money, but I want to be able to earn shares based on the achievement of the plan.  So if we achieve the plan, which I’m owning, then I believe that I should be aligned with the shareholders’ interests and I should be able to earn in shares into the business.

If you are interested corporate governance issues take a look at our briefings on director's remuneration and board effectiveness.

 

Corporate governance issues include the relationship between management and staff. In this TV show Rob Wirszycz discusses managing expectations between directors & employees.

Corporate governance issues - Directors vs employees

I think there’s something to be said  for the European Works Council idea, even the Mittelstand in Germany has a Works Council, you know, which is almost like this sort of body that sits below, or even above some, in some cases a Board of Directors.  I think there’s a real case for that.  The UK’s doing okay.  It’s quite public, you know, the data you have to disclose on Companies House and all that kind of stuff and, as I say, with public social media and other stuff, there’s much more disclosure now than there ever was.  So I it’s not a bad place to do business but I think I think there’s still a an us and them between Directors and, if you like, staff, and I think, you know, we should, Directors should explain their role in the business a lot better. I try and for example, tomorrow one of my businesses has got to kick off and what I’m going to be doing is explaining what I do as Chairman.  You know, it will be about two minutes, but I’m just going to explain what I do and how they can use me, or abuse me, I suppose, but I mean  it’s quite important that I make sure that it’s very clear, the role that I’ve got and my expectations of everybody else as well.

Inside Finance TV will continue to follow ideas around corporate governance issues. Follow @InsideFinanceTV for more discussion. Watch the full briefing From the top – Ensuring board effectiveness as a director

 

Business strategy development is the job of the board. In this TV show Rob Wirszycz discusses how they can get these decisions right.

Deciding on strategy development

Boards, I believe, are where decisions are made.  And, you know, while you want the Chief Executive and their team to make other decisions, you know, ask forgiveness rather than permission sometimes, but the decisions are in my view, what I call an irrevocable allocation of resources. So, if we make a decision at a Board, we don’t go back and relitigate, unless the facts materially change.  I mean I think there’s a quote from John Maynard-Kings, who sort of said, you know, “when the facts change I change my opinion” and that’s the truth, you know, you shouldn’t hold on to something when the facts are materially different.  But the Board makes those irrevocable decisions, they write them down, everybody has to agree, so you can’t come out of a Board meeting saying “Well, I know they said that then but I’m doing this”.  Decisions are really important in Boards, and that’s the role of the Non-Executives, be they Directors or Chairmen, is to ensure that the decision is taken in a proper context and it’s not because “We would think that way because we’re all in our 40s and 50s and male”.

Keep browsing Inside Finance TV for more expert insight into strategy development processes. Why not watch the full briefing From the top - Being an effective board director

Business disruption from absence is bigger than may leaders realise. In this TV show Matthew Haswell answers the question - Do business owners understand the cost of absence?

Awareness of business disruption

I don’t think they do, I mean that’s a broad brush answer, I don’t think they do because sickness absence costs, although in a couple of years, in the last year they have actually gone down slightly but as an overall cost it’s still pretty huge for UK industry particularly, well the private sector most research is done on. Now health and wellbeing and employee engagement and connection and holistic approaches to health and wellbeing is a subject that a lot of people, particularly HR consider, whether HR directors consider it from a cost perspective only or they actually think about holistic products is another question. I think what we’d like to do is encourage finance and HR to look at the question of sickness absence together and come up with a strategy to actually minimise the impact. It’s very difficult to get a finance director to sign off on a request from HR when the finance director can’t actually see why putting these procedures in place or even purchasing insurance or the health related products can actually help matters.

Inside Finance will continue bring you expert insight in to business disruption and related topics.

Business disruption can come from government legislative changes. In this TV show Pamela Sayers explains the impact of the Finance Bill 2014.

Finance Bill causes business distruption

The reaction I’m seeing at the moment is that partnerships, LLPs, are now waking up to the fact that this is going to affect them. Interestingly, we undertook a survey in the summer and of the respondents, of which there was just over 100, only half the respondents thought that the Partnership Consultation Document would affect them. I suspect if we asked the same question now it would be 100%. they have left firms with so little time to put their affairs and consider the quite stringent conditions to put things in place by 6th April. In fact one of the representations that we will be making is that actually all of this legislation should be deferred by 12 months. What we have is some draft proposals for the 2014 Finance Bill with some guidance notes attached. The guidance notes lack so much clarity that what we’re expecting, perhaps at the end of February, beginning of March, is much more detailed guidance, but I suspect that is still going to leave a lot of unanswered questions. Browse all TV shows on Inside Finance for more expert discussion on business disruption factors.  

Most good Board meetings, the preparation is done for a couple of days beforehand.  You make calls and you find out, you know, what’s on the agenda, so you should receive the agenda at least two days beforehand, you should be able to have read the pack as soon as you get it and you should get on the phone to ask questions if you don’t understand stuff.  I’ve seen too many people actually read Board packs actually in the meeting and then the meeting becomes a boring sort of thing of people literally reading and catching up.  So that to me is inexcusable. But in terms of new sort o, so the thing is about preparation, you’ve got to be prepped, so you’ve got to know your stuff, you should know your numbers, you should have your questions ready.

Government legislation is dealing with tax leakage between corporate partners according to Pamela Sayers, who explains further in this TV show.

Government legislation: Limited liability partnerships

It’s particularly important for professional partnerships and limited liability partnerships because probably for the first time really since the introduction of LLPs in 2000 we’ve seen more changes in partnership taxation in the last 16 years and the Revenue are concerned on two main areas: one being whether there is any disguising of remuneration and avoidance of employers’ national insurance on partners’ salary, so to speak; and also the allocation of profits to corporate partners, because some LLPs and indeed partnerships have a mix of both individual partners and corporate partners. And really on the latter, where there is a corporate partner which is perhaps, in owned, that corporate partner is owned by one of the individual partners, there is a risk that some profits will be diverted through to the corporate partner for corporate partners will be taxed at lower rates than individuals, say 20% as opposed to 47% and the Revenue have been very concerned that there is a tax leakage there.

If you are interested in finding out more about the effects of changing government legislation, browse more TV show on Inside Finance.

 

Analysing data to show profit and loss is more complicated than it may first seem, and will be done best by a forensic accountant. Doug Hall of Smith and Williamson says it’s about presenting the right information in court.

Analysing data forensically

Probably the best way of illustrating that is a lot of cases that we get involved in, we get involved at a later stage, so the case has been running for some time. Because parties to litigation tend to focus because they’re guided by the lawyers, firstly on liability and quantum is left as a second stage. And we’re often involved in cases where the quantum has been estimated by the in house accountant, it’s the first time they’ve done it and may seem simple to actually work out that you’ve lost this much in sales and this is the profit on it, but there’s all kinds of nuances and techniques that are used and really what a good forensic accountant should be doing is to anticipate how, if you’re acting for a claimant, to anticipate how it would be defended.  For example you may say that my sales have been growing at 5% a year, year on year out, and if you hadn’t caused by business to fail then I would have got another 5% in growth, but that doesn’t necessarily follow, you need to look behind the headline evidence and to look at it from every angle. There is no single right answer and the key thing in my practice is whatever opinion I come up with I need to be thinking ‘There is a counter argument to this’, because ultimately the decision by the court or the tribunal is based on the balance of probability. There’s been some sort of breach, so therefore the claimant wants to be put back in the position they would have been, but for that breach and of course that position didn’t happen, so it’s what might have been. So the short answer is there’s lots of different ways of analysing the data and there’s lots of different ways of presenting it, there’s no single right answer but an experienced forensic accountant knows what works with a court and what doesn’t. And of course there is various conceptual issues, that you can be technically wrong in how you calculate damages and we’ve seen that many times.

If you enjoyed this video about analysing data, then why not watch more TV shows on Inside Finance?

Merger and acquisition can happen across industries and across borders. In this TV show Giles Murphy goes through the typical merger process.

Merger and acquisition in reality

In theory it should be a simple project management exercise. Unfortunately, in our experience, most people prepare very poorly for such an event and in practice spend a lot of time focusing on the merger transaction itself and forget to put effort into the integration process that should happen afterwards. Much would depend upon whether it is a simple domestic merger or whether there’s international firms coming together, but if we take a simple domestic merger, our view is, in terms of the negotiations, really a period of six to eight weeks should be enough for the negotiations to identify whether there are any key deal breakers that one might have to consider. As I say, what often happens is that people focus on that element of negotiation. They then breathe a sigh of relief when the deal actually gets done, and yet what we would say is that’s when the difficult work happens where firms need to prepare much better for the post-deal integration because that ultimately determines how successful the merger will be.

Browse Inside Finance TV for many more videos on merger and acquisition processes.