Simon Laffin

Why we still get risk wrong

Why we still get risk wrong

A ‘government source’ is quoted in the Times (25 May 2021), trying to defend the government against accusations that it failed to prepare adequately for the pandemic: “The reason we prepared for flu is because we have flu epidemics every year. The idea that you prioritise what’s least likely to happen is for the birds. This was a novel virus. The clue’s in the name…we didn’t know that it was asymptomatic. It’s very difficult to prepare for...

Is Tesco going green by being mean?

Is Tesco going green by being mean?

Tesco has proudly announced that it is the first UK retailer to offer sustainability-linked supply chain finance. That sounds great, well done Tesco! But wait a moment. What does this really mean? Supply chain finance is used when a company takes so long to pay its suppliers that they have to borrow money to finance themselves. Suppliers can borrow against the amount of money that Tesco owes them, but of course, the suppliers have to pay the...

Who pays for low interest rates?

Who pays for low interest rates?

  So the Bank of England has cut interest rates again, to 0.25%, as ‘the outlook for growth in the short to medium term has weakened markedly’. It is also pumping £70bn new money into the financial sector, that is ‘monetary easing’ or ‘printing money’. Meanwhile, the government is denouncing businesses for running deficits on their pension schemes. These two, apparently unconnected, events are very much two sides of the same newly minted...

Are Old Boys’ Networks used as a recruitment weapon against women?

Are Old Boys’ Networks used as a recruitment weapon against women?

A fascinating piece of academic business research1 was posted on Linkedin. Not normally an aficionado of academic papers2, I couldn’t resist reading it. The title ‘Role of Old Boys’ Network and Regulatory Approaches in the Selection Process for Female Directors’ lured me in. It promised fascinating research into gender diversity on boards, something I am passionate about. Now I don’t suppose they have a Trade Descriptions Act on academic...

Tesco’s Barnard Castle moment of truth

Tesco’s Barnard Castle moment of truth

Tesco, like Dominic Cummings, has a home in Durham, but not in Barnard Castle. Also, like the No10 guru, Tesco has come in for a lot of criticism about its application of the pandemic rules. It is banking £532m COVID-19 full year rates rebate, despite actually benefiting in many ways from the lockdown. As a result, it is now paying a bumper dividend up 21%. Is Tesco as short-sighted as Cummings? There are not many companies at the moment in the...

What’s behind the hedge?

What’s behind the hedge?

If there’s one topic that is almost guaranteed to quieten a board meeting, it’s when the CFO starts proposing that the company takes out a hedge. This is a very complex area of financial management and almost no-one understands them, and even fewer want to admit it1. Typically, the proposal is couched in obscure technical language, usually inspired by clever bankers, who outdo themselves to devise ever more complex devices and jargon. However,...

Are you rearranging deckchairs on the Titanic? Taking corporate risk management seriously

Are you rearranging deckchairs on the Titanic? Taking corporate risk management seriously

I travelled from Tashkent to Moscow on an Aeroflot Ilyushin 86 in the early 1980s. The seats were basic metal framed deckchairs, screwed to the floor1. Why don’t airlines nowadays use simple deckchairs on airplanes, instead of very heavy, crash-resistant ones? The fuel saving alone would be enormous and the temptation, especially to low cost carriers, must seem overwhelming. The answer is obvious, I hear you say; safety. But airlines spend...

The Brydon Report – When looking backward should be the way forward

The Brydon Report – When looking backward should be the way forward

The much-awaited Brydon Report was published just before Christmas. It didn’t get much publicity, as the festive season proved more alluring than yet another long report and profusion of recommendations on corporate governance. In a sense, this was a pity as this ambitious report contained over 60 wide-ranging recommendations that would have considerable impact on auditors and boards. It also needs to be seen as part of an avalanche of changes...

Sexing up the statistics. Who needs facts?

Sexing up the statistics. Who needs facts?

“Want Higher Profits? Hire a Female CEO, CFO” The article headline caught my eye. Aren’t we all looking for a magic ingredient that can guarantee financial success? I think that women are disadvantaged and undervalued in business. And this doesn’t have to be the case. The last CEO I appointed was a woman – in a male-dominated industry – and the last board I chaired had a majority of female directors. So, I read this article with great...

Response to consultation on Market Study on Statutory Audit Services

Response to consultation on Market Study on Statutory Audit Services

I am responding to the request from the Government for views on the recommendations by the Competition and Markets Authority on the market for Statutory Audit Services. This submission is made in a purely personal capacity. Over the last 25 years, I have been chairman or director of ten different companies, from small privately owned to FTSE100, participating in over 200 audit committee meetings. I have never worked for an auditing firm, big or...

The Baked Bean Audit

The Baked Bean Audit

What if the government insisted that every time you bought a tin of Heinz baked beans, you had to buy at least half a tin of Crosse & Blackwell ones too? You would have to explain to the grocery regulator why you chose Heinz, and if it thought that your choice was the wrong one it would mandate you to buy differently, publicly shame you and even take control of your grocery shopping as a punishment. You might not feel so great about it, but...

The audit punch-bag: Where is the voice of industry?

The audit punch-bag: Where is the voice of industry?

Storm clouds are gathering over the audit market. Government, politicians, media and regulators are all queueing up to condemn companies and auditors over the few, but well-publicised, failures of certain companies. Lack of knowledge about the audit process is no bar to these opinion-formers. Meanwhile industry bodies are supine in defending business and signally failing to provide the missing knowledge as to what actually happens and what went...

Motherhood & apple pie – the latest corporate governance regulations for private companies

Motherhood & apple pie – the latest corporate governance regulations for private companies

The FRC has set out new proposals for more corporate governance regulation (the Wates Report) for large private companies. This is my response to the consultation. Summary High quality regulation should focus on outcomes and provide evidence to support new rules and principles. Both the government and the FRC seem to be impervious to either. The Wates proposals identify neither outcomes nor evidence. They require private companies to disclose...

How a bow-tie can smarten up corporate risks

How a bow-tie can smarten up corporate risks

Imagine that you are worried about your infirm mother and want to make sure that you do everything to protect her. If you adopted typical corporate risk management practice, you would identify a risk that she falls over. You would then calculate the impact (maybe a broken bone) and then identify some mitigations, such as putting some cushions around her bed or installing a handrail. All sensible, but not very through. What if the consequence...

Carillion – What can we learn?

Carillion – What can we learn?

The collapse of Carillion was a tragedy, especially for its 45,000 employees and 25,000 pensioners. In an earlier article, I looked at its last Annual Report to see if there had been clues that could have tipped readers off to the impending catastrophe. Since then, we have had Select Committee hearings and their January 2018 turnaround Business Plan has been released. This now gives quite a bit more colour to understand better what happened and...

D. Using the annual report for your due diligence (the Carillion example)

D. Using the annual report for your due diligence (the Carillion example)

Carillion has entered the pantheon of cursed companies following its recent failure. Politicians and the media have worked themselves in another fit of righteous indignation about greedy management and incompetent boards. The search is out for people to blame, shame and even prosecute. Regulators, sensing the flow of the political wind, are climbing on the bandwagon and looking for blood. Non-executive directors are reasonably enough feeling...

D. Using the annual report for your due diligence (the Carillion example)

Carillion – a salutary reminder on due diligence

Carillion has entered the pantheon of cursed companies following its recent failure. Politicians and the media have worked themselves in another fit of righteous indignation about greedy management and incompetent boards. The search is out for people to blame, shame and even prosecute. Regulators, sensing the flow of the political wind, are climbing on the bandwagon and looking for blood. Non-executive directors are reasonably enough feeling...

Escape from the Rock

Escape from the Rock

I gave a nervous laugh. The headhunter asked me if I would like my first non-executive director role, joining the board of Northern Rock. It was October 2007, a few weeks since the first run on a UK bank for 150 years. Struck by an uncharacteristic sense of adventure, I did indeed agree to serve on the Northern Rock board for the next year, becoming Chair of the Audit Committee, through the various bids, nationalisation and the rebuilding of...

What are dividends?

What are dividends?

A simple question, I’m sure you’ll reply. Everyone knows that a dividend is money paid to shareholders by a company to reward them for owning its shares. However, a non-executive director needs to know a little more than this, as dividends can prove surprisingly complex. A dividend is a form of shareholder distribution. However it is not the only form of distribution, the main alternative being a share buy-back. I’ll come back to that in...

To buy or not to buy, that is the question

To buy or not to buy, that is the question

Whether ‘tis nobler to buy back shares or pay a dividend?     Introduction Maybe Hamlet was not so concerned with shareholder distribution, but most modern company directors certainly are. In an earlier article I reviewed why and how companies make shareholder distributions and in particular pay dividends. However there is another form of distribution, the share buy-back. Share buy-backs Companies can purchase their own shares, using cash...

“Marking our homework” – Why executives resent non-execs

“Marking our homework” – Why executives resent non-execs

It won’t be long into your first non-executive job when you start to feel as if the executives resent you. It’s okay. You haven’t become paranoid. They really do resent you. Why? Being an executive director is a tough job. You work all the hours that the Working Time directive allows, then you opt out and work some more. The market is very tough and competitive, and you end up making numerous difficult decisions. You do this for a couple of...

What’s your favourite part of being a non-executive director?

What’s your favourite part of being a non-executive director?

  I’m going to take a wild guess here, that the least favourite part of a typical NED role is setting executive remuneration. To the media, and now even the government, it appears that NEDs love nothing more than awarding large pay increases, bonuses and pay-offs to executives. It often seems that investors share this perception, and believe that it is only institutional shareholder intervention that can restrain the irrational generosity...

New PM, but corporate governance is still a political punchbag

“I want to see changes in the way that big business is governed. The people who run big businesses are supposed to be accountable to outsiders, to non-executive directors who are supposed to ask the difficult questions, think about the long-term and defend the interests of shareholders. “In practice, they are drawn from the same, narrow social and professional circles as the executive team and – as we have seen time and time again – the...

Someone getting emotional?

Someone getting emotional?

People are only human. Occasionally they fall in love with other people. Ideally, the ‘other person’ works elsewhere, but sometimes the two work together. Many executives will have come across co-workers, who are in a relationship. This knowledge can vary from being a matter of mild interest to one of real discomfort. I had a boss once who was having an affair with their deputy in our small team. It was very uncomfortable most of the time, but...

Is management telling the whole story?

Is management telling the whole story?

The company was in financial difficulties, as changing market conditions had seriously exposed the misplaced strategy. There was however no suggestion that anything improper had gone on. The external auditors were high quality, and there was a competent internal audit team with appropriate risk models. Yet something didn’t feel right. Whilst the strategy had failings, the execution must also have been wrong, yet none of the KPI’s showed...

Just say ‘No’ – assessing an offer for your company

Just say ‘No’ – assessing an offer for your company

In previous articles, I covered how a board should react to an unsolicited approach or offer for the company, how it would value it, valuing shares versus cash offers, whether it’s friendly, unfriendly or hostile, and irrevocable commitments. Here, I am going to look at the different sorts of offers that you might receive as a board and how you might respond. The ‘knock-out’ offer This is an offer that you think is so good, that you and your...

An unsolicited approach: Let battle commence

An unsolicited approach: Let battle commence

My earlier article talked about how a board should respond to an unsolicited approach for the company. This looked at a straight-forward offer that the board has to review and accept or reject. However it’s not always so easy, as much depends on the attitude and tactics of the offeror. The chairman of one of my competitors, calling out of the blue, explained that they were about to offer for my company. They had already spoken to my two biggest...

What if you get an unsolicited approach for the company?

What if you get an unsolicited approach for the company?

I was having a good day, sitting in my office sorting a few things out. Then, late afternoon, the phone rang. It was the Chairman of one of our competitors. I hadn’t spoken to him before, but this was no comfort, as he revealed that they were about to make an offer for my company. As a non-executive, the first you may hear of an approach like this is when an urgent board meeting is called. There will probably be bankers, possibly lawyers too,...

What are pre-emption rights and why do they matter?

What are pre-emption rights and why do they matter?

The board is contemplating an equity raise. The brokers and CFO talk in respectful terms about preserving pre-emption rights and what this means for how they raise the new capital. Maybe you, as a new non-exec, are sitting there wondering what is this all about and why is it so important? However all directors should understand these issues, particularly as shareholders take this very seriously, and may well hold the whole board to account on...

What’s your favourite part of being a non-executive director?

What’s all the fuss about cash?

Companies differ very much in their attitude to the importance of cash. If a business is private equity owned, highly geared (ie has a lot of debt) or has not a lot of headroom against its overdraft or debt covenants, it is likely to be very focussed on cash. Others, especially subsidiary boards, may look almost exclusively at profit. All boards should take cash very seriously. This is because profit is a theoretical concept, whereas you can...

What if you join a board, but have no financial experience?

What if you join a board, but have no financial experience?

One mistake that non-financial people often make is to assume that financial people both know what they are talking about and understand all the financial issues. Once you realise that neither of these may be true, you will feel less cowed by financial jargon and able to participate more freely. I have twice in my career come across toxic derivatives held by companies that the financial team believed to be sensible and prudent. The other board...

Dodgy statistics and wild claims just patronise women

Grant Thornton has just published a Report comparing the effect on corporate return on assets (ROA) of having women on an executive board across three countries (UK, US and India). It concludes that such diverse boards cause companies to perform “Materially better”. The report quantifies the economic benefit from having more women executives on boards as “a staggering $655 billion”, boosting GDP by 3%. Now that’s some benefit just from changing...

Why you might want a pilot running your Risk Committee

Why you might want a pilot running your Risk Committee

There’s a saying in aviation: ‘Never fly in the same cockpit with someone braver than you’. Risk management for a pilot is literally a matter of life and death. Have you ever asked yourself whether you would share a boardroom table with executives braver than you are? Company risks are often presented as long shopping lists; each with a reassuring comment, about how it’s unlikely but that it’s covered off. A typical audit committee, and now the...

Why you wouldn’t want a CEO piloting an airliner

Why you wouldn’t want a CEO piloting an airliner

The popular image of a pilot is of a dashing hero, who pulls off amazing feats of skill to save his aircraft from imminent disaster. However, in reality, what airlines value most in pilots is keeping to procedures and operating according to checklists, acting with defined responses to various planned and unplanned events. That’s not to deny that pilots possess considerable skills and knowledge. It’s just that these are best deployed in known...

Why aviation is safer than the boardroom

Why aviation is safer than the boardroom

The basic model of commercial aviation is a thin tube of highly pressurised metal being propelled at 600 miles per hour by inflammable fuel at 35,000 feet in all weathers at temperatures of -57 degrees. So have you ever wondered how aviation got to be one of the safest forms of transport, despite being inherently full of such potentially catastrophic risks? On the other hand, the average boardroom, comfortably at 20 degrees, often going...

Why do we have corporate governance regulation?

Why do we have corporate governance regulation?

What drives corporate governance regulation? Is it media focus, political pressure, or a need to ’do something’? Or is it sound analysis leading to thoughtful prescriptions? I suspect that pretty much everyone accepts that the answer is somewhere in the former list. Why does it have to be like this?   Evidence-based medicine is a well-established movement in health care. Even the UK Government published a White Paper in 1999 (“Modernising...

C. How to assess an NED job offer

C. How to assess an NED job offer

You’ve done your due diligence, you’re happy with the company and you’ve received a Letter of Appointment to become an NED. After a modest (it is only a non- exec after all) celebration, sit down and look carefully at what’s in the detail of the Offer before you accept it. 1. Time commitment: The Letter will say to which committees you have been appointed and the fee payable. Most public companies will pay a fee for chairing a committee. You...

B. How to choose your first NED role

B. How to choose your first NED role

I gave a nervous laugh. The headhunter had just suggested that I could start my non-executive career by joining Northern Rock. Why would I want to join the board of a bank suffering a run, the first British bank for over a hundred years to experience one? NED appointments are not for life, but they are generally expected to last two terms of three years, and any less will leave you permanently having to explain why not. You can’t easily take...

A. Your first NED interview

A. Your first NED interview

I’ve sat through many NED interviews, on both sides of the table, learning a lot about how they work and how to conduct them. I have not yet discovered the secret to identifying the ideal NED director nor to getting selected myself every time. Here are a few notes, however, to help first time candidates get the feel of what to expect. An NED interview is not like an executive one. The focus is not whether you can do the job, but about whether...

Your first 100 days as an NED

Your first 100 days as an NED

Induction Programme You should have some form of induction programme. However, rather than leave it to the Company Secretary, it will be a better and more comprehensive one if you take control of it. Unless you’ve already met them in your induction programme, you should meet the following; The executive/operating board members. The chances are that they will all be very upbeat and positive to you (whatever their private views), but you should...

‘Not missiles, but microbes’ – Why didn’t we see it coming?

‘Not missiles, but microbes’ – Why didn’t we see it coming?

Famously, in 2008, the Queen asked economists why no-one saw the great financial crisis coming, not least as they were giving her a full retrospective inquest into why it happened1. She might well ask the same question again now about the COVID-19 pandemic. Of course, some commentators did predict the likelihood of a similar pandemic. Bill Gates, not a renowned epidemiologist, in 2015 said; “If anything kills over 10 million people in the next...

Brydon’s curate’s egg

Brydon’s curate’s egg

Right Reverend Host: “I’m afraid you’ve got a bad Egg, Mr Jones!” The Curate: “Oh no, my Lord, I assure you! Parts of it are excellent!”   A ‘curate’s egg’ was originally something that is described as having good parts purely out of politeness, but nowadays, is taken as something that is good in parts. Perhaps this is an apt description of the Brydon Report, set up by the government to be a fast review of auditing and governance in the...