
March 2 – Normally this would be the start of a new month in my diary. But it isn’t because I’m in a hurry before getting time off, and I wanted to link this entry to all those who have contributed on the question of e-mails. Little did I think that talking about #4’s problem would create so much comment. Perhaps what this really says is that accountants are really more interested in HR (or anything, come to that) than accounts. It also shows how much we have to cover. And that I need a new HR person quickly since I’ve sacked the last one (Mrs CEO – not that she would have been a lot of help in this situation).
And because so much comment has come in, and I’ve been bogged down with stock counts (all OK in the end) and the auditors (whose stock counting juniors seem even younger than the police these days – which I know is no reflection on them, just my advancing years before you tell me I’m ageist) and Ops wants me back before we formally announce the departure of the CEO (as if anyone will notice the difference) I’ve done nothing about e-mails at all yet. Except that is discuss it with Ops.
He reckons (and I think he’s right) we should meet everyone next week and tell them that he’s now in charge, helped by me (which is right, I think). And at the same time we’ll make clear that some things will change under his management. And one of those things is we’ll want to be seen to be managing everything and everyone from the shareholders down on fair basis. So, we won’t tolerate abuse of them. And we won’t tolerate abuse of anyone else either. Which means all discriminatory behaviour is out. And we’ll reserve the right to discipline for it, and we’ll get a policy out banning it in all e-mails sent from company machines. We’ll make clear we won’t go looking for it, but we’ll reserve the right to. And we’ll also make clear use of company machines to access porn, racist and other such offensive material is a non starter.
Now it so happens that everyone knows our CEO was not too worried about some of these things, so we have a subtle pretext for this. But it might suit our purposes, mark a new style in management and keep #4 happy.
Unless Ops changes his mind by the time I’m back. But I doubt it. He’s too busy seeing customers.
Now, time to log off till Monday. And to say thanks for all comments received.
* * *
February 27 – A month end, and for us a year end.
What a month it has been. I’m hoping for a slightly quieter time for a little bit. Indeed, once I’ve made sure the stock takes are done, I even plan a couple of days off next week.
The experience of sacking my bosses has been surreal. Weird even. I’d have never dreamed of it. But I guess when it became them or me it became the obvious thing to do.
What I’m aware of is how challenging this might now be. We’ve got a good business. There are certainly things that aren’t right yet. The billing systems which were just about the first thing I looked at when I got here are still far from ideal. And there’s still some old debt to deal with. The debt profile to 90 days doesn’t worry me now. But I’ve still got work to do on the older stuff if I’m going to get away without having to fool the auditors. Which reminds me, despite my concerns about them they’re still in place and I’m not sure I’m happy about that. But with stock counts tomorrow what can I do?
I still haven’t bought a new hand-held, absurdly. I just haven’t got round to it, but still think it would be useful.
What else hasn’t worked? You should see my list of things to do if you want to know that. Staff reviews are one. But then I’ve never been able to take them seriously since strenghts were noted as “accounts” and weaknesses as “eczema” (thanks for that, Rocky Gervais).
And having seen some of today’s comments on e-mails I’ve decided to lay off looking for specific e-mails on #4. The simple fact is I’m not sure what I’d do with them. But Ops does like the idea of a circular on e-mail abuse which he’d really want linked to internet abuse as well (because all the filters in the world can’t stop all of that) and he has a real hang up on that subject, not just because it wastes time. He’s obviously really offended by porn. Which then lets us look at emphasizing equal ops as part of this issue and that we have a duty to prevent sexist and other potentially offensive materials. And perhaps we will look at contracts as well, but that's one to ask lawyers about I think.
And I confess I might not have thought of this approach without today’s contributors, so thanks. Ops thinks the ideas were mine, and I haven't had the heart to tell him I borrowed them. He'll rumble me one day, I'm sure.
So that just leaves tome to go home early tonight in anticipation of checking the stock count tomorrow. Oh what a fun way to spend a Saturday.
* * *
February 26 – A different problem. #4 has come to see me to offer her resignation as she thinks she is the subject of jokes and speculation amongst some of our less respectful members of staff as a result of what happened at the Christmas party. The general musing has apparently been about whether she was wearing any underwear or not. I had not previously got wind of this.
I admit it worries me. The last thing we need is a tribunal case because she eventually decides we sexually discriminated against her. I also happen to think she’s quite good at what she’s doing and I could do without the change right now. So, since we have no agreement to announce the changes on the CEO as yet I had to think on my bottom (standing up doesn’t do in such meetings). I asked her how she would feel if the CEO went and that it be seen at least in part as a result of what happened (which after all, indirectly, it is)? This made her think. She felt that would help her situation, and she would feel it fair – which was sure indication that she thinks her current situation unfair, which did at least confirm my fears.
Was there anything else she wanted me to do? I have to say I had no idea what it might be when asking. Nor, thankfully, had she. But I did ask her to tell me where she thought the rumours were coming from and I agreed to talk to anyone who she thought she had evidence was involved, on which basis she agreed to wait for a fortnight before making up her mind and to talk to me again about the issue before doing so. I also think I might ask the IT chap quite directly to look for mails on the subject, if he can, and blow whatever the law says about doing so.
And as to the matter under discussion, it occurs to me as someone who was there that I have no recall at all. Which might of course be telling, but is not something I want to go into any further.
* * *
February 25 – Well, if you think the retail therapy took that long, think again. It did happen, and I’m a poorer man. And then I got back to the grind.
Over two days we have been talking a lot. And we’ve agreed a lot. And it’s all because Mrs CEO has obviously decided that she and the CEO can’t run this show any more and that therefore she’s dependent upon someone else doing so. In the absence of anyone else she has realised that’s Ops and me.
The outcome was some tougher than expected bargaining, but in principle we’ve got all we could reasonably ask for. Her lawyers have put forward some changes to the shareholders agreement, basically to protect the CEO and her from us. And to be honest, I guess that’s fair. So now we can’t vote on some big issues (like selling the business, that sort of scale of thing) and only she and his nibs can. But in exchange they have agreed that it is the long term objective to sell the business and we are to run it with that in mind. That matches in nicely with an option scheme and her lawyers agreed to check the small changes I proposed to the standard EMI stuff the Revenue provide on documentation and I’m happy that the result is workable. We’ve all agreed I should try to get the valuation through to save cost. I admit I’ll enjoy this.
And we did get the bonus scheme. We agreed that for each year we’d have five objectives which would, unless there were alternatives agreed, be:
1. achieving the budgeted profit (but excluding discretionary variances from the shareholders)
2. turnover growth as this is seen as key to a sale
3. diversification of the customer base to increase sale value
4. increased shareholder reward within the constraints of a positive cash flow
5. staff turnover of under 25% in key posts so that expertise is maintained for sale.
I can live with those, especially as the incentive for each is on top of all pay to date.
And you think agreeing that lot with two parties who won’t talk to each other was easy? Now you know why I haven’t been posting for the last couple of days.
After which, for light refreshment I must look at the urgent issue of the year end. Are we going to pay suppliers before Friday or not and so have more or less cash? And can we get a few of the debts in to make things look better? Let alone making sure the stock counts will happen – even if most of them are immaterial.
I’m sure I’ve said it before, but these are fun times!
* * *
February 20 – Friday afternoon. Did I get time off? No. Will that cost me something over the weekend? I’m sure it will!
The curious fact is that the week has ended quietly. Mrs CEO and her lawyer have not been in touch again so I have finished and circulated the minutes of last Friday’s meeting and suggested that the new arrangements for employment for the shareholders should be put in place and have suggested the revised pay and conditions (because I’m sure they won’t). If I continue to be one step ahead of this I might win it. I’ve asked for comments by the end of the month so new arrangements can be in place for 1 March. Worth a try!
So too is the latest budget worth a try. I’m actually quite pleased with it. And so is Ops. Although the divisional managers did not set their own budgets they’ve all now had input into it and all (well, Maintenance apart, and he is another person who I suspect will have a grudge for life against me) have agreed the budgets as being their targets for the coming year. Ops and I now want to build an incentive scheme for them based on that. I’ve added it to my list of things to do.
And I’ve built the costs of the new arrangement in. I’ve allowed for there to be sales support, as we’ll need it. And our new bonus package is budgeted. As are dividends to the shareholders to replace their salaries. And frankly, even if a national insurance charge on these is introduced we’re really no worse off, and we won’t have a tax deduction problem on them.
So too is a considerable fixed asset spend in the budget. You name it, if we can think of it, we’re asking for it. They might say no, but the real logic is that right now the budget probably won’t be the focal point for the battle, especially as in some areas (maintenance for example!) it’s showing real increases in performance. And that all helps cash flow – which for the CEO is always king. Therefore, if we get the approvals through now we don’t have to go back to them for a year, because that’s what the shareholder agreement says.
So, on Monday I’ll publish that too. And ask for agreement. Email will do – as thankfully written and electronic resolutions were allowed when the agreement was drafted. For once I take my hat off to a lawyer for being so broad minded.
Now all I have to worry about is a year end. And it’s a year end where I have auditors who I’m pretty unhappy with as they still haven’t been able to resolve my questions on last year’s credit note provision. But I think that will have to wait until Monday. I need sleep, and some serious time to spend money with the family as some form of restitution for failed holiday plans.
Why do we do it?
* * *
February 18 – Kept my head down yesterday and tried to get some work done. Not that I’ve been entirely successful.
The CEO phoned to ask for feedback and when I (in my policy of openness) told him what had happened he was tickled pink. That’s one person who is happy.
Her ladyship and her advisers have not been in touch again, yet.
So Ops became my main point of concern. I think it’s fair to say he’s scared witless by what I’ve done. And if I’m honest I think I might have let him in on it. Except if I had I don’t think he’d have agreed. So what I’ve had to do is convince him that he and I, together, can run this show, have quite an enjoyable time doing so, will be reasonably paid for our hassle and will have got the shareholders off our backs most of the time so long as they remain at loggerheads with each other as the shareholder agreement requires that they agree on any major changes.
So, the hassle is we can’t make major changes. But since there appear enough minor ones required to keep us both busy for ages, and which will increase both profits and our bonuses (assuming the arrangement has been agreed) then what’s he worried about? Well, actually, I already realise what he is worried about is that over a number of years he has been running this business but he’s always been able to lean on and hide behind the CEO when need be. Which just means I’ve now got to play that role for him from the sidelines, rather than from in front.
Personally I find this rather challenging. Given I never quite intended to find myself in my current position (presuming, that is, I keep it – and right now the only reason why I think I will is that the shareholders won’t agree on sacking me) I want to make the best of it. Which means that quite a lot of ideas can be tried out in the future which have been things I’ve always wanted to do in the past but never had the opportunity to do.
So, onwards and upwards is my motto right now. And I’m putting a brave face on things. Helped, you’ll be pleased to hear by excellent progress with the loos. For having achieved this my status in the company has increased considerably – especially with my (female) department. I might have to capitalise on this because as yet no one officially knows the outcome of last week. Come to that, I’m not sure I do as yet.
Interesting times, as the Chinese proverb would have it.
* * *
February 16 – The inevitable call arrived. I wasn’t sure who it would be from. I just knew it would come. And when it did it was from Mrs CEO’s lawyer.
He was a typical lawyer, full of bluster and absolutely no substance. So he started off (imagine he used a “my good man” tone throughout, it helps) demanding to know on what grounds I’d called the board meeting at short notice on Friday. I assured him it was by e-mail, at the request of his client, and she’d e-mailed me her assent to it. Round one to me. The meeting was valid.
Then he demanded to know with what authority I’d made the suggestion to the CEO that he cease to be employed bar his directorship. I assured him it was with the consent and at the request of his client. I’d agreed the plan with her in advance by e-mail (an alternative I’ve been using to keeping a note of everything when appropriate, and boy! does it seem like it’s been a good strategy at the moment).
So next he demanded to know how the plans for Ops and I had been agreed. The answer was much the same – when I’d called the meeting I’d copied the CEO and his client with mails to and from the auditors and others on the options available on EMI and so on. So I said no one had been kept in the dark. Everything had been aired in advance, and agreed by her in advance – by e-mail.
Well, the fact that I seemed to be winning just wound him up even more. The bluster really began. And how did I dare presume to speak to his client in the way I had? Quite simply, I replied. As a director of the company, which was a party to the shareholder agreement I was just trying to ensure that the obligation which seemed inherent within it of fair and absolutely equal treatment for each shareholder was being complied with. So, whilst I recognised they had never done the same job, they had both worked. And they had been paid the same. And they had enjoyed broadly the same benefits, and it seemed that as one could not be sacked without the other it followed that if one gave up work at the request of the other (as I assured him had been the case) then the person making the request seemed, within this spirit, to have to match the gesture. That’s all I’d ask her to do.
Well, you can’t he said. And nor can you tell her she can’t come in except for board meetings, he said. Oh, but I said, that’s what she asked of him, and so again I was only ensuring parity. Yes, he said, so you might be, but under the Companies Acts you can’t do it.
Now I began to get slightly more animated. So I pointed out to him that I was well aware I could not do it under the Companies Acts. And that wasn’t the issue. What was the issue was that I had two shareholders intent on being paid massive salaries for doing nothing with high tax risk attached, and whose only intent was to use company time and resources to bash each other. Now, if his client wanted to continue to enjoy her income, which she was not earning as such, then I was delighted to work for her and pay it, just so long as she troubled me for a board meeting once a quarter and no more, and blow what the law said. Because if she didn’t like it I’d be off, and so would Ops. And then she’d have to try to run the show with the CEO and if he knew anything of that relationship (and I presumed he did) he would know there was fat chance of that. So frankly, the law was of no consequence. The only issue here was whether she wanted the cash to flow in her direction or not in the future in the sums to which she had become accustomed.
This was not quite what he’d expected. To be candid, it was not quite what I’d expected.
Nor was his last shot, which was that she’d now challenge the minutes of the meeting as a true record when they were prepared and therefore have the whole meeting invalidated. I pointed out, quietly, but firmly, that they’d been written and agreed as we went along in the meeting. There was no way she could challenge them now.
In which case, as we’d done what she wanted would his client now please do what the company wanted (as I put it, or rather more accurately, would she do what I wanted?).
He parted from the call without wishing me good day. I wonder what will happen next?
* * *
February 15 – Sorry to keep you hanging on. You need time to absorb the details of a day like Friday.
The meeting was one of the strangest events of my life. It began with Mr and Mrs CEO at each end of the table and with Ops and me in between. Ops, I have to say, kept his head down and Mr and Mrs CEO tried hard not to look at each other at first so you can sense the atmosphere of goodwill that prevailed.
So, I jumped in with both feet (having already decided that the worst outcome was a P45, and it was one I could live with). And I told the CEO that I’d met with Mrs CEO and she had told me in her opinion that he should quit as CEO and just remain as a director because in practice he wasn’t actually doing his job right now. Of course, I followed up with the tax problems that this created but confirmed that in the view of Ops and myself, she was right. It was giving us real difficulties internally and externally having an absent CEO and having to explain it away to all comers.
He listened, ominously quietly. So I carried on, not sure whether I was digging a bigger hole for myself or not. And I suggested that his salary should instead be paid as a dividend apart from a generous sum for working as a non exec who would only come in at all for board meetings, and otherwise would not.
Again, he listened in silence. The he asked to take a break.
During the break he asked Ops in. I gather he asked if Ops really thought it would be easier without him at the moment. And Ops, to his credit, said yes.
And then he asked to see me. And we talked through how dividends might be paid to him. And I assured him the auditors thought we could do this. But I didn’t quite tell him how. But he seemed satisfied. And I showed he might be no worse off (without adding that I thought we would be better off).
We reconvened. And quietly, and with some dignity he agreed to the suggested change.
Now what he had not expected, and nor had Ops was my next move. Because whilst Ops was worried about the CEO leaving I was much more worried about Mrs CEO staying after he’d gone. Frankly, the idea of her ruling the roost was more than I could stand. I’d readily take that P45 instead.
So now I turned to her and said she’d agreed to our various requests already. She agreed she had. So I asked the CEO if he would. Again, to my surprise he said yes. He was happy with bonus based pay rises dependent upon profit so long as he had influence on the budget (and as a shareholder he will have). And he said share options were something he’d always wanted to do, although he warned he wasn’t planning to sell right now. So, I let it be seen that I had minuted the agreement to these issues during another silence.
And then I turned once more to Mrs CEO and calmly said “Now, Ops and I have agreed that in all things we do we have to be scrupulously fair and ensure that you and the CEO are treated equally. So we think that as the CEO has decided to give up his job and become a non executive director you should too. So, I presume you’ll now resign as well and take the same deal? After all, that’s what the shareholder agreement requires” (and I think it does).
I have to say I might never have a better moment. After all, sacking not one, but two bosses in a day has to have something going for it. And I also have to say Mrs CEO’s face also made it well worthwhile. Her jaw dropped. Then her cheeks flamed, and I thought she’d burst with anger. Then she looked like she’d kill me. Then she walked out.
I turned to my two remaining colleagues and asked them “Shall we minute that as assent then?” They too were speechless. I had not warned either of my intention. But within seconds the CEO was clapping my back like I was the best guy on earth. He’d presumed I was her ally – and let’s be honest, I was at the start of the meeting. And I’d ended up as his. And as she’d asked and we’d minuted (because I wrote them and read them out as I went along – always a wise move in my opinion in such circumstances) that she’d asked for the change in his terms under the shareholder agreement she really had no choice but consent herself, even to the lock out between board meetings which I’d effectively imposed on the CEO and to which he’s agreed (after all, it made no difference to him right now).
But we thought we’d better not minute assent. We thought we’d better note that she made no comment and left and we’d proceed on the basis of assent at present until the contrary was proved.
So far we’ve heard nothing else. No doubt we will. But I’ve got to say, worried as I am that Ops is clearly troubled by all this, I now very definitely think it was worth taking this job even if it’s all over soon. I bet I never do this again.
Monday might be interesting though.
* * *
February 12 – I’m not sure why we seem to have shareholder meetings on Fridays, but tomorrow is going to see another one. And it's the 13th!
We have our demands. And Mrs CEO has agreed them in advance. All of them. Now this comes with a price tag attached. She wants me to tell the CEO that he has to quit as CEO. She doesn’t think Ops can do it. They’ve known each other too long. So it’s my job to wield the hatchet. And he has agreed to come.
Her argument, of course, is simple. He isn’t doing anything. And of late there is no disputing this. Since the incident with #4 at the Christmas party and Mrs CEO’s decision to leave him he’s kept an extraordinarily low profile. And so far we haven’t lost out, although I do have to remind myself that whilst it might seem like an eternity since then it’s actually not long.
I’ve explained to her we will have to pay him, somehow. She’s agreed. Dividends it will be for now plus a salary for his duties as a director – we can’t get rid of him from that role as it’s required under the shareholder agreement. And we certainly can’t pension them, they’re too young.
Ops is worried about this I realise. It will mean the burden of running the business will fall on him. I think I’ll have to give him a lot of support. I also realise that the CEO might not agree. That’s a risk. But the budget suggests we can afford to pay dividends if we drop his salary (of course). Why should he object to being paid for not working? (No, don’t answer that, there are 101 ways I can’t predict such things).
But the real fun will be with Mrs CEO. It’s just she doesn’t know that yet.
* * *
February 11 – Going out for a business lunch is quite fun on occasions. Especially when the company is good, the debate wide ranging and the profit opportunities it presents are good. Such was lunch today.
I just wish I didn’t feel so tired afterwards. It must be age creeping up on me. One beer and by 3.30 I need a good kip. And there’s nowhere to have one round here.
On top of that I realise the way things are going with the shareholders I’m going to need to be here next week. I’d promised to take some time off at half term. It looks like it may only be part of it.
I think I’ll scrap the New Year resolutions now. There can’t be any left I have not broken.
* * *
February 10 – First the good news. The builders have arrived to start work on the loos. Hurrah! Comfort is in sight (or is it site this time?)
Now the bad news. Mrs CEO is pressing for answers to her questions. So Ops and I had to divert more precious resources to thinking about her and the CEO. There can be no doubt that the latter has upped the stakes by apparently filing for divorce first. Rumour has it he claims it’s for reason of her unreasonable behaviour. I admire his guile, but not much else.
So, I spoke to the auditors. When it comes to salaries in the future they agree there might be a tax problem if the shareholders do little work. But when I asked about dividends they said they cannot advise at present as this supposed “IR 591” is clouding their judgment.
So next I asked them about Ops and me. We want four things we’ve decided 1) a better shareholder agreement that protects us 2) longer notice on our contracts (as a back stop) 3) better bonus arrangements linked to performance and 4) share options. Now, we reckoned we could say what we wanted on the first three (after all, how difficult is it to spell out 6 months?) but on share options we thought they might be able to help. Well, it’s true, they said they could but then it seemed like the cash register went on in their heads. Want an EMI scheme? That will be £5,000 plus disbursements and VAT sir seemed to be the drift of it. What disbursements, I thought? Don’t you get the paper included in that price?
Which meant I went shopping. After all, one of the advantages of having been around a bit is you’ve been audited by a few people on the way. And within a few calls I’d got the price down to £2,000 including a valuation so long as I agreed to supply all the data needed (who else was going to anyway?).
So, with this in hand we sat down and wrote out our requests. And since the bonus is tiered and we reckon the first bit will require us to send the whole show under to prevent it being paid that’s as good as the pay rise I wanted but which Ops thinks it would be greedy to ask for, at least directly.
Now it’s just time to prepare for battle. So, taking courage in my hands I’ve called another board meeting. Well, at least I’ve asked for one by e-mail. And I’ve been clear what it’s about. Let’s see what happens.
What it’s got me thinking about in the meantime is whether I should also be shopping for auditors if ours will overcharge the market by that amount. Perhaps I’ll send them a mail too just to add to my other complaints. I think a change is now on the cards. Shareholders agreeing, of course.
* * *
February 6 – I’m really making progress with the budget. The message is beginning to get to people about how this works. No longer is it OK to say next year’s labour costs will be this year plus 2% if you’re changing activity rates by over 10%. You start with activity, then you work out what that means in terms of what you need to supply the service, then you cost that.
The really interesting part of this has been on maintenance (they seem to give me all the grief). What quickly became apparent when this sort of logic was put to the departmental manager was that he didn’t see things that way. He starts off with needing a number of people who keep him comfortable, and a stock of materials to cover all eventualities, and enough vehicles to mean that most could be in the garage being serviced each day and he’d still cover all reasonable demand and only when he feels that comfortable will he then think about what’s actually needed to meet demand from customers. OK, I might exaggerate slightly – but you’ve met these sort of people. Risk taking is not part of their culture and every suggestion is met with a sharp intake of breath and a subsequent low whistle before he says “I don’t think so”.
Now thankfully maintenance aren’t the only people with logistics skills here. We also make deliveries, and rightly they have different needs and priorities. And we don’t run our own delivery fleet. That’s what couriers are for. But the guy who manages that has been in the logistics business for some time. And so I borrowed him. And what became clear is that there’s no logic to our logistics in maintenance at all. If you started your contract on 3 February and we say we’ll visit quarterly we actually try to visits on 3 May, and so on. Blow that this means one guy might drive 100 miles between visits that day. That’s when they got added to the schedule. That’s when we’ll go there.
So we quietly introduced the idea of routing and that, maybe, visiting all the people in an area in a day might be just a tad more cost effective. “I don’t think you can do that” came the reply. “Why not” I asked. “Because the contract says quarterly” he said. “OK,” I said “what if we go a little early the first time we change the schedule, and then go quarterly”. He was stumped. He doesn’t like it, and I’m not sure how many vans/ drivers and gallons of fuel we’ll save. But let’s say I already reckon we can easily cover 25% growth in maintenance now without adding a penny cost on these things. And in fact with natural wastage (and we get it) we’ll probably save cost this year.
It’s worth asking a question of two when working on the budget. But this doesn’t half cut into your time availability. It is, however about making money. And I quite enjoy that bit.
Now, I wonder how I can build this into my planned bonus arrangement?
* * *
February 5 - Blow the jungle - I'm an accountant - get me out of the office!
* * *
3 February – Mrs CEO came to see Ops and me today. She’s clearly been taking advice from someone.
She had two questions. The first was whether there was a problem with paying the CEO when he was not coming in very often (at the most recent count four times in a month, never for a whole day and no clue where he is the rest of the time). She failed to mention there might also be a problem paying her when her attendance record is no better.
The second question was whether we’d be able to pay dividends instead.
Now this is a thorny issue. I know from past experience, and looking at AccountingWEB, that there are real issues here. And they worry me. Because how can we claim that the shareholders (funnily enough, the highest paid people in the business) are worth their salaries when they’re clearly not working? And what will the tax on dividend substitution be?
I agreed to talk to the auditors on this one to decide what the right answer is. But I also have to work out why she’s asking. Is it because she wants all dividends? Or does she not want to work now (if she ever did pull her weight)? Is it because she wants him not to work? How much does she want instead? And who will cover what they did, some of which was useful (he knows a lot of people)? These are big questions.
So Ops and I looked at the practical issues. We came up with a simple list of priorities. The first was we don’t want them here – but it’s not a case of not wanting one; we don’t want either if they cause us trouble. This may be hard to win, but you never know. And if they’re not here, except perhaps for board meetings, and we run the show then we want to be paid more – and have a better bonus scheme, and options, because we’re not going to sweat for nothing.
Third, we need a budget for an HR person (because accounts is picking it up right now and since getting rid of #2 we don’t have enough people even if #4 is now quite settled again and Tree Ferns has decided to stay with us). Finally, Ops is not a sales person and while the sales team are good, they’ll need some professional support on marketing and the web if they’re to cover what the CEO did on the smooth talking circuit.
So it’s time to feed all this back into the budget loop and see what comes out. Thank heavens for spreadsheets I say, whatever others have to say on the matter. I couldn’t live without them when doing a budget.
So, I’ve already had one pay rise since getting here. How much do I want this time? And how often can I play this game?
* * *
2 February – I haven’t been writing as much as I’d like at the moment. But there is a good reason, in addition to overwork.
Having been trained as an auditor by a partner who was paranoid about liability risk I long ago learned that one of the primary skills of any accountant was to cover one’s backside, if only with a thong (not a pretty sight, I’m sure, in my case – not that I’m willing to try it). So, with the shareholders feeling like they’re breathing down my neck at the moment I’ve reverted to auditor mode and am noting all I’m doing and why, just in case.
Superficially it appears tedious, but it’s imposed some good discipline on the budget process and I’ve also revived an old habit – keeping a "phone book” in which I log calls made and received and key points discussed. That’s already proved of benefit with one customer who tried to claim I’d agreed deferred payment – and I had not and had a note to say why I’d refused – which he had to admit he recalled when challenged.
I admit it’s time consuming, but what else are we to do? We have two shareholders who appear to be playing no part in the running of their company at the moment whilst, presumably, they are racking up the lawyer’s fees (I wonder how many of them they’ll try to redirect this way – which I will promptly reject – the one great plus of having to treat them alike). And in the meantime we carry the risk – which I’ll mitigate for all it’s worth.
Fun times.
The FD's New Year resolution to enjoy life didn't last long in January as he wrestled with the annual accounts, a new budgeting round and the breakdown of relations between Mr & Mrs CEO. Follow the whole saga through the preceding months:
December
November
October.
Number of comments: 36
AccountingWEB.co.uk 2-Mar-2004
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I would highly recommend the use of such software as a way of keeping the internet policy which you are going to put in place.
As with e-mails, our IT manager receives a copy of every e-mail which comes into the company, this is primarily because of the threat of viruses so that he knows who may have a virus. There has also been a lot of personal e-mails coming into the building, some with large attachments, so he is also monitoring them (also to enforce our e-mail policy). Obviously we do tolerate a certain amount of personal e-mail like the odd hello.
This is a pretty standard policy which reads:-
Any publication of licensed software without the copyright owner’s permission is an infringement under the Copyright, Designs and Patents Act 1998. Software loaded on any PC may not be duplicated for use on any other PC unless the licence specifically allows this. Any employee copying software, other than for legitimate back-up purposes, or giving software to an outside third party may result in disciplinary action.
The Company does not allow use of freeware, shareware or any unauthorised software. Any employee installing such software will be subject to disciplinary action.
The e-mail facility has been set up for business use only and as such, all e-mail messages are Company records and management may require access to any e-mail at any time.
The e-mail should be treated exactly the same as writing formal letters should not be used to transmit ill-considered remarks. Forwarding an e-mail to another user can take with it the preceding correspondence on the subject, whether or not it is appropriate for the final recipient to see earlier exchanges.
Deleted e-mail may be held on the system for some time and may be accessible from back-ups. Employees may not access the e-mail of any other employee unless specifically authorised to do so.
E-Mail messages may constitute a statement and would be discoverable evidence in court proceedings. They should be treated as permanent written records that may be read by people other than the addressee and which could result in personal or Company liability.
Using e-mail facilities for illegal activities or activities in breach of Company regulations may result in disciplinary action.
Access to the Internet has been granted on the basis that it is for business use only and any use of the Internet for illegal activities in breach of Company regulations could lead to disciplinary action.
I hope this helps in some way.
CHRIS
Here is my 5 cents.
If person do not misuse company e-mail then he has no reason to be worried about FD or other senior person in charge reading it (on a need to know basis).
The company e-mail facilities provided for business use only. Therefore one should not use company e-mail for an unauthorised purposes. And if found out have no reasons to complain.
Many companies provide separate internet access in the lounge where one can use it during the lunch.
Futhermore employee could pose a threat to the network security by accessing sites that are not job related.
P.S Nice diary :)
Sincerely yours,
Alex.
Very generally, an employer can monitor electronic communications (email, phone, etc) if:
-the monitoring relates to the business
-the equipment being monitored is provided partly or wholly for work
-he has made all reasonable efforts to inform you that your communications will be monitored.
Consent isn't required.
I don't know if employers can look at communications if they inform you they will do so AFTER the communication has been sent.
As to PDAs generally, once you've used one, and got it sync'ed (properly) with home and office PC you'll not look back........Wave goodbye to address book, diary, pad of post-its with to-do's on etc etc.........
Whatever you do, don't buy on the high street!! But (obviously?) make sure you have insurance for it.
The best I've found on the web so far is:
www.mobileshop.co.uk
Richard Carter
For example, refer to the Western Provident case: In 1997 Western Provident threatened to take libel proceedings against Norwich Union when they got wind that an employee of Norwich Union had sent an internal email, which suggested Western Provident was being investigated by the Department of Trade and Industry. The case eventually settled for STG£450,000. It was thought that irrespective of the fact that Norwich Union management might not have been aware of the circulation of the internal email, that Norwich Union could be held vicariously liable for libel perpetrated by its employees in the normal course of their employment.
So, if you have been put on notice that #4 has been the subject of defamatory or harassing emails, I think that you may be obliged to find out more.
The legal framework applying here includes: the Data Protection Act 1998, the Human Rights Act 2000, the Regulation of Investigatory Powers Act 2000 and the Lawful Business Practice (Interception of Communications) Regulations 2000.
Employees who want to communicate privately, be rude about the boss, transmit jokes, shop for groceries on-line, place bets or download stuff can do so in their spare time or use their own mobiles (preferably not during working hours). What's the problem?
He does not receive copies of the outgoing mail.
Is this a minefield or acceptable for a smallish company.
Thanks
Rich?
Without such policies in place, employers can very easily find themselves in difficulties with employment tribunals - after all, if no clear guidelines exist, how can an employer argue that his employee's actions are unreasonable? What I may consider harmless could easily be considered objectionable by someone else and vice versa. A policy explaining the acceptable use of the company's IT and communications facilities is just as important as having those facilities in the first place.
This is a company owned system and should not be used for personal purposes anyway - would you expect employees to use the company letterhead and postage for personal letters?
And finally... many companies now record all phone calls, not just in call centres.
If you are at work, using company equipment, do not expect the privacy you get with your home phone or mobile - and there is not much of that these days either.
To add insult I wish to publicy state you are clearly a cad and bounder.
Mr FD - I appreciate what youre saying - there is this lovely juicy information source that you wish to plunder etc but I assume you would not read your daughters diary (if you have one of course) I also assume that you do not tap telephones to source information and I fail to see the difference in this case. The trouble is that once you start to make excuses you will soon be resorting to such measures on a more regular basis and as an employee I just feel it is wrong.
I dont misuse (if that is the correct word) email much, just the occaisional email from family members saying hello, but I wouldnt be very happy if I found somebody had been reading them.
Phil.
I feel you may have missed the point! There is a huge difference between searching through emails, trying to gain information relating to a specific incident and spying! Our FD here, isn't intending to have a copy of any or all employee's inbox's available to him, nor is he intending to use packet sniffing software.
NOT??? please get with the times!!
And on this occassion I would use a defence of necessity to look at mails for a specific, not a general reason. This defence of necessity seems suddenly to be available for GCHQ employees to prevent a crime and I am using it to defend an employee from something which I have a legal duty to defend her from i.e. discrimination. Ethically I can live with that. But general snooping (like listening in to Kofi) - no I'm with you on that. It's unacceptable.
Other comments welcome on this before I decide what to do!
Am glad I dont work in the same coy as you as I dont like your tactics - there are some boundaries you shouldnt cross.
I don't envy your difficult position, but I do enjoy reading what's amounted to a grand soap opera. Carry on and good luck.
Who said accountancy was boring?
EMI valuations differ from others in one significant respect - IRSV is committed to providing a very quick response. To their credit they usually respond within 6 or 7 working days (yes, days not weeks). The problem is that the response usually says little more than "Your figure is much too low; please try again". It can then take several rounds of correspondence before we get a properly reasoned argument from them.
Three tips. One - Conduct the correspondence with IRSV yourself on the company's letterhead. On several occasions I have noticed that IRSV's approach can be a lot less intransigent when they are dealing with the taxpayer rather than his or her agent. Two - Make the initial value as low as you can possibly justify. This sounds obvious but it is clear that IRSV are expecting you to submit a very low figure, so no matter what figure you give they will (at least initially) argue that it must be higher. They expect you to play the game so don't disappoint them. Three - For EMI purposes IRSV will accept a "fully-diluted" basis of valuation (ie assuming that all EMI or other above-water options will be exercised, including the EMI options which are about to granted).
More technically, and following on from Peter de la Wyche's points, the value of shares for EMI purposes must be determined without taking account of any restrictions which may apply to them (para 5, Sch 5 ITEPA 2003). Since the value for EMI purposes is specifically determined on the basis of the provisions of Part VIII TCGA 1992 I would not be too concerned about comparisons with values carried out for divorce proceedings, but I would be very concerned if my valuation was relied upon to set the exercise price for the options. There is no requirement with EMI for the exercise price to be at least equal to fiscal market value (it can be higher, lower than or equal to MV) so there may be a need to give separate consideration to the determination of the exercise price.
Good luck. Hope to see your progress on EMI in subsequent reports.
Thanks
Rich
How will the value of the shares/share options be affected by the new shareholder agreement?
If things go very badly between Mr and Mrs CEO then they could be looking to the Court to settle their financial differences, in which case there will be at least one "expert" valuing the shares as part of their financial settlement. Is the person handling the EMI share valuation aware that there could be a Court "approved" value in the near future as a bench mark against which they might be sued for negligence if some one decides later that they got it wrong?
Perhaps the matter is academic. A share option is going to need shareholder approval and there seems to me a distinct possibility that at least one of the existing shareholder's lawyers is going to want to block the issue of options which could be seen as reducing the value of what is a major matrimonial asset.
But I expect you’re a practitioner Laurie. And, maybe from what you write, an exceptional one. Because in my experience (and I’ve got a bit) the trouble with practitioners is that they do send you the standard agreement, and you do have to tweak it to suit you because they don’t bother to ask, and you do have to check it all as they otherwise forget to fill in all the blanks. Accountants may not be quite as bad at this as lawyers (who are appalling) but most aren’t much better, and it does make me wonder what I’ve paid for sometimes. Sorry guys, but I write the cheques.
And as to valuations, I’ve been bought and sold a few times and I’m really not sure they’re as mystical as is made out. I’ve even seen letters sent for valuations to the Inland Revenue on more than one occasion. And if I’m honest it all seems to be done on the basis of establishing the average profits (not hard) and then finding an appropriate price earnings ratio allowing for a minority interest. So, you offer 3 or 4, they ask for 7 or 8, and you agree on 5. Is that too cynical? Is there really a lot more to it than that in most cases for small companies? Maybe I haven’t seen a tough one.
Oh, and I’m asking the company for the options – do you really think I’d trust my shareholders to honour anything?
Sorry brief message - free association over.
It's also true that shopping around and being prepared to move if you aren't happy can produce significant cost savings. This seems to apply whether you are using one of the Big Four or a more regional firm. We saved 45% on our audit fee for 2003 by changing but would then have suffered a 17% increase for this year if we hadn't fought hard against it.
My conclusion is that the 'easy' option of accepting an initial quote or choosing to stay with the same firm can be a very expensive one, and changing auditors isn't as bad an experience as you might think if your systems and books are in good shape.
Anonymous - I didn't want my current auditor to read this and know that I wrote it!
It includes the valuation, but what happens if IRSV doesn't agree with the first figure (which is almost invariably the case)?! Who pays for the subsequent arguing and how hard will your adviser argue if he/she is not being paid any more?
Will you get more than a standard agreement into which the relevant names are dropped ? That may be OK if you are willing to spend your own time reviewing it and suggesting amendments as necessary. Who will carry out a detailed review of the Memo & Arts and the shareholders' agreements to ensure the EMI contract is consistent with them?
If you just want a standard agreement you can obtain the best version available simply by acquiring David Pett's "Employee Share Schemes" (about £300 I think). Trouble is, standard agreements are about right for everyone, but exactly right for absolutely no one. What you need is properly considered advice from someone with the relevant experience and knowledge. Are you sure this is what you will get?
Are the options to be granted by the company or by the existing shareholders? If the latter, complications arise in drafting the options and providing advice to the shareholders on the potential tax effects for them.
Also, don't forget that if and when the options are exercised, some corporation tax relief will be due (I am assuming that the options will be exercised only if the value of the shares exceeds the exercise price). Someone will have to argue the relevant value with the IR at that stage too.
From her point of view, a pension is more secure, as it is a binding commitment by the company and would survive even if, say, the company were sold.
Reading the entries will show that he was writing his diary at a time of stress, so we've tidied it up for him. Hope he is not too traumatised by the experience - we all let the odd mistake creep through.
John Stokdyk
Editor
AccountingWEB.co.uk