CV May 2016

IN THIS ISSUE: UK COMPANIES MUST DISCLOSE BENEFITIAL OWNERS

l

MONITORING EMPLOYEES IN THE WORKPLACE

UK IMMIGRATION - THE CRIMINAL RECORD CERTIFICATE ENTRY REQUIREMENT www.corp-vis.com

All applicants applying for entry clearance to the UK are now required to provide an overseas criminal record certificate – failure to do so can mean an application for entry is refused. CV finds out more about this new development.

Sustained Excellence in Electrical Services

We speak to Enertec Electrical Services, a company providing electrical services to industrial, commercial, domestic, marine and renewable customers.

Corporate Vision l May 2016

EDITOR’S NOTE

EDITOR'S NOTE Welcome to the latest Issue of Corporate Vision Magazine.

This quarter’s issue focuses on profiling the best and the brightest businesses from across our 2015 awards programmes, including Ewaso Lions, the Kenyan lion conservation that is dedicated to expanding mankind’s knowledge of these stunning animals, in order to preserve their existence for future generations.

In addition we explore UK based recruitment firm Opilio Recruitment, a niche digital recruiter which takes a focused approach to ensuring they always get the right candidate the right role.

Other award winners whose prowess and dedication we recognise and reward within the magazine include South African construction experts Tebatso Holdings, pensions provider Assurance des Travailleurs du Sénégal, Cape Town based software developers Cape Software Solutions and consulting firm BEESA Business Services.

Alongside this we explore a number of relevant corporate issues, such as promoting wellness in the workplace, the issue of UK immigration rules and the new legislation around criminal record certificate entry requirements, as well as an overview of data security and where the responsibility lies.

EHS compliance is no longer to be considered optional by businesses, according to James Jameson, VP of Product Strategy at Rivo, the risk management software platform.

We hope you enjoy this issue.

3 l Corporate Vision May 2016

CONTENTS

CONTENTS NEWS 4. WHEN EXECUTIVE COACHING GOES WRONG 5. ENSUING US, COUNTRIES LIKE INDIA AWAKEN TO REPUTATION MANAGEMENT IN THE DIGITAL WORLD 6. QUIXEY ACCELERATES INTERNATIONAL EXPANSION WITH HELP FROM RADIUS 7. EXECUTIVES SAY LESS THAN 10% OF BUSINESS PROCESSES WILL RELY ON PAPER BY 2018 8. MILLION DOLLAR WOMAN LAUNCHES ON INTERNATIONAL WOMEN’S DAY 9. TPG ANNOUNCES SUCCESSFUL BUY-OUT OF REGENERATED PRINT AND MAIL GROUP 10. REPRISK RELEASES THE MOST CONTROVERSIAL COMPANIES 2015 REPORT 11. BLUSOURCE LAUNCHES NEW CORPORATE FINANCE RECRUITMENT SERVICE

RECOGNITION 12. BEST PENSIONS PROVIDER - SENEGAL 14. BEST CONSTRUCTION INVESTMENT COMPANY - GAUTENGTEBATSO HOLDINGS PTY LTD 16. CAPE SOFTWARE SOLUTIONS 17. BEST B-BBEE CONSULTING FIRM 18. BEST SIGNAGE & SOLAR COMPANY - SOUTH AFRICA 20. BEST WILDLIFE CONSERVATION GROUP - KENYA 23. BEST FOR WOODWORK MACHINERY ITALY 24. CHAIRMAN AND VISIONARY OF THE YEAR & EVENT SOFTWARE CEO OF THE YEAR 26. RECOGNISED LEADER IN SAAS RECRUITMENT - UK & BEST IN SENIOR DIGITAL MARKETING RECRUITMENT - UK 28. SUSTAINED EXCELLENCE IN ELECTRICAL SERVICES

FEATURE 30. WHY EHS COMPLIANCE IS NO LONGER ‘OPTIONAL’ FOR BUSINESSES 32. NEARLY 14% OF DEALS COVERED BY M&A INSURANCE RESULTED IN A CLAIM, ACCORDING TO AIG STUDY 34. MONITORING EMPLOYEES IN THE WORKPLACE 36. UK COMPANIES MUST DISCLOSE BENEFITIAL OWNERS 38. UK IMMIGRATION - THE CRIMINAL RECORD CERTIFICATE ENTRY REQUIREMENT

Corporate Vision May 2016 l 5

NEWS

WHEN EXECUTIVE COACHING GOES WRONG When done badly, executive coaching can severely damage an employee’s development, finds Professor Konstantin Korotov from ESMT European School of Management and Technology. He identifies five situations to watch out for.

1.

The coach is just a messenger for the company Coaching is used by the business or a manager to ‘deliver a message’ disguised as support. It’s a coward’s way of giving feedback.

2.

The coach is psychologically abusive The coach imposes what they believe to be ‘the right way’, unconsciously trying to resolve long-term issues with power, authority, and acceptance.

3.

The coach simply can’t help The employee may need sponsoring or visibility, but gets coaching. They may even need counselling or psychological support, though this isn’t noticed by the coach.

4.

The coach encourages dependency on coaching The executive gets increasingly dependent on meetings to explore their choices and seek support in their decisions. The coach fails to notice, or worse, helps it to grow.

5.

Coach imposes their own values The coach may become privy to the things that the manager takes for granted and never doubts, but they have their own strong set of values that they work to impose instead.

“Low barriers to enter the coaching profession and high effort to meet one’s own needs, biases, and choices on the part of the coach may produce situations in which coaching hurts,” says Professor Korotov, Director of the Center for Leadership Development Research at ESMT, who engages executive coaches in his programmes and runs the annual ESMT Coaching Colloquium dealing with challenges in leadership coaching.

“These situations can cause employees to stay as far away from coaching as possible, but there are many great professionals in the field who constantly analyse their coaching practice, receive supervision, and engage in selfdevelopment.”

6 l Corporate Vision May 2016

NEWS

ENSUING US, COUNTRIES LIKE INDIA AWAKEN TO REPUTATION MANAGEMENT IN THE DIGITAL WORLD 2016 marks the beginning of a year dedicated to online reputation management and digital engagement as numerous brands and agencies are seen coming together to create new interactive opportunities in the digital space.

The field of digital reputation within India and Asia-Pacific region at large is witnessing a paradigm shift with several companies reporting substantial growth in terms of revenue. Digital engagement and online reputation management is increasingly becoming a vital ingredient for almost every company across the varied business sectors owing to the easy reachability to masses present online.

Mohit Panicker, the official spokesperson for aRep Global , a leading digital engagement agency based in Delhi, India, says, “There has been a gradual change in the way the digital world operates with companies as well as individuals being more than ever concerned about their online image and interaction with customers through the popular digital means.

Compared to a less conducive era, today we are experiencing a 300% year-on-year increase in our revenue, primarily given the substantial exposure people have got into the vast digital cosmos.”

and reforming your online stance going from negligent or negative to noticeable and positive to going viral and becoming the ultimate brand name. Mohit added, “Having successfully arrived at a turnover figure of around 10 million, our sole endeavor at aRep Global is to be the complete digital wellness partner for all our clients, ensuring them a sound and profitable business with the support of adequate digital engagement and ORM.” Organizations like Reputation.com in the west and aRepGlobal in the east among others, are changing the face of the wired world, liberating the enterprises of a tainted past owning to unmanageable circumstances. While several businesses excel at their core operations, a good chunk is still either blissfully ignorant of how the internet routinely affects them or handicapped to act given the lack of knowledge and skills.

To beat the competition, excel as a brand and to sync in with the cutting-edge technology, it is critical to prudently manage the digital platform.

Digital engagement is a form of brand engagement where emphasis is laid on pertinent correspondence of the company with its target audience. Internet platforms, particularly the social media tools like Facebook, Twitter etc., are a potent device to enter into productive interaction with the consumers and generate valuable feedback on a brand. Companies are becoming fast aware that the online reputation of a business plays a tremendous role in shaping the perception of their clients, associates, employees and customers and decide on their scale of progress. Statistics pertaining to the global online industry also indicate signs of companies now recognizing the need for professional ORM services to keep up with the shifting digital scenario.

Maintaining a healthy online existence is a continual process and getting rid of one disturbing negative is simply not enough from a long term approach; the idea is to keep evolving

Corporate Vision May 2016 l 7

NEWS

QUIXEY ACCELERATES INTERNATIONAL EXPANSION WITH HELP FROM RADIUS Radius providing strategic and operational support in China, Hong Kong, India and Israel Quixey, “the search engine for apps,” is partnering with international expansion expert Radius for strategy and support as it grows operations in China, Hong Kong, India and Israel. Radius is helping Quixey set up a wholly foreign-owned enterprise (WFOE) in China and subsidiaries in Hong Kong and India, and it is providing back-office operational support in all four locations.

Radius helps companies expand and win globally. Clients from startups to larger multinationals take advantage of Radius’ international accounting, finance, banking, tax, HR, legal and compliance support to simplify their core operations, reduce their risk exposure and improve the management and control of their overseas businesses.

“Our focus continues to be beyond the U.S., and growth in Asia and other regions is important to our strategy,” said Wade Ang, VP and Corporate Controller of Quixey. “Radius is a valuable partner as we pursue this strategy because we can quickly tap into their expertise and capabilities no matter where or when we expand next.”

Radius is providing payroll, financial and accounting and value added tax (VAT) compliance services for Quixey in China, India and Israel. It’s also providing human resources support and compliance expertise in China and India.

“Quixey’s latest round of funding includes new international investors, a strong indication that its story is increasingly reaching a global audience,” said Chris Stone, CEO of Radius. “The company is already much more than a Bay Area success story, and we look forward to helping them establish and manage new operations as they rapidly gain market share in new regions.”

8 l Corporate Vision May 2016

NEWS

EXECUTIVES SAY LESS THAN 10% OF BUSINESS PROCESSES WILL RELY ON PAPER BY 2018 Xerox study shows the digital enterprise is on the horizon, but there’s more talk than action Data is the lifeblood of business today, and it’s not easy digging through it to uncover insightful, actionable intelligence. That’s one takeaway from a survey of 600 IT decision-makers in large North American and Western European organizations. The “Digitization at Work” report from Xerox shows the move from paper to digital processes is nearly upon us; however, many survey respondents admit they may not be ready for it.

The report found broad concern over paperbased processes, with cost (42%) and security (42%) cited as primary issues. Survey respondents predicted an average of only nine percent of key business operation processes will run on paper in the next two years.

But more than half (55%) of the respondents admit their organizations’ processes are still largely or entirely paper-based, and about onethird (29%) are still communicating with end customers via paper, rather than email or social channels.

This is despite the fact that 41% agree moving to digital workflows will cut organizational costs, and 87% appear to have the skill sets available to make this happen.

“Organizations foresee a lean and agile digital future, but current business processes are still weighed down by paper,” said Andy Jones, vice president, Workflow Automation, Large Enterprise Operations, Xerox. “The disconnect between an organization’s vision and the steps required to achieve successful digital transformation has stalled the promise of digitization.”

Automation is top of mind When it comes to automating processes, almost three-quarters of respondents said they already have identified areas for automation. More specifically, they cite accounting (38 percent), expense reporting (37%), accounts payable (36%) and customer care (35%) as the most likely functions to become fully automated within the enterprise.

Yet the report identified a number of basics that many enterprises have yet to address to make automation and digital workflows a reality in key business functions. According to the organizations surveyed: 40% have not yet implemented solutions for the mobile workforce 47% have not yet added or improved cloud services 45% have not yet incorporated or improved predictive analysis through big data In many cases, digitizing or re-engineering paper-based processes before they are automated will lead to better results. Analysing employee print habits, for example, provides an insight into hidden opportunities for digitization where paper use is high. The report also found that 90% of respondents said they have good tools to analyse employee print habits, but only half of them (45%) are using those tools to their full extent.

Xerox has introduced workflow automation services as part of its managed print services offering to lead the way to greater productivity and digital transformation. The company is also developing automation tools throughout its portfolio to support its full line of business – including customer care centres, finance and accounting processes and the healthcare sector.

Corporate Vision May 2016 l 9

NEWS

MILLION DOLLAR WOMAN LAUNCHES ON INTERNATIONAL WOMEN’S DAY Targeted at businesswomen and aspiring female entrepreneurs, Million Dollar Woman (MDW) aims to prove anyone can make it. Speakers will share the practices, habits and mindset that led them to success.

The event will showcase inspiring speakers from the US and the UK, who have grown Million Dollar businesses.

With only 11.4% of the UK millionaires being female, and a fraction of that self-made, women have some catching up to do. At MDW we are passionate about nurturing the next generation of high-achieving women and we know they can’t do it alone.

‘No woman is an island’ Championing mentorship, coaching and community is at the heart of our message.

Founder Yael Rose has struggled alone in business for nearly 19 years and is adamant that women are made aware of the wealth of support that’s available. Learning from those who have accomplished what we are working to achieve is invaluable to ones’ success.

Attendees will have a rare glimpse into our speakers’ lives – What motivates them? How do they utilize their time and become more productive? What lessons have they learnt along the way? What mindset practices do they have?

How important is looking after their body? How do they guard themselves from burn out? And more.

Speakers include Ingrid Vanderveldt - Dell’s first ever Entrepreneur-In-Residence and founder and chairman of Empowering a Billion Women by 2020 (EBW2020). Also speaking is Hilary Rushford, broke Broadway dancer turned Instagram biz & style sensation who’s business reached a Million Dollar revenue last year.

This will be a great chance to get those amazing ‘aha moments’, network and meet other likeminded entrepreneurs. The event takes place in London City Hall on the 11th June and early bird ticket sales open on International Women’s Day, the 7th March.

10 l Corporate Vision May 2016

NEWS

TPG ANNOUNCES SUCCESSFUL BUY-OUT OF REGENERATED PRINT AND MAIL GROUP The Publishing Group (TPG) today announces the successful Management Buy-Out of the TPG Print and Mail Group – a print and mail specialist – to the latter’s original founder, Lincoln Hillan.

Having bought the challenged business out of liquidation three and a half years ago, the transaction is the third in a series of directed acquisitions the group has driven since its inception in 2008. Testament to a unique formula of on-site management consultancy, resource consolidation and streamlined business development, the print and mail firm was firmly embedded into the group’s existing network of high-growth companies, an integral facet of the 360º transformation of the business.

At its point of sale on 5th February 2016, the print and mail house serves as a significant competitor within its market, successfully competing against its industry peers. Central to the company’s overhaul was a refocused sales strategy and subsequent installation of improved processes, technologies and human resource.

With its business efforts successfully restored, the original management team – formed from the company’s founding family – has been able to complete a buy-out of its initial stake, laying a robust foundation for a motivated and prosperous future.

TPG’s CEO, Ramesh Sharma, said on the latest buy-out: “It is a good feeling to hand back a regenerated, smoothly-functioning business to the family who originally set it up years ago. We hope that the management team continues to go from strength-to-strength and we wish them every success for the future.”

Corporate Vision May 2016 l 11

NEWS

REPRISK RELEASES THE MOST CONTROVERSIAL COMPANIES 2015 REPORT Annual report highlights globally active companies and the ESG issues they faced that led to reputational, compliance, and financial risks.

RepRisk, the leading provider of dynamic business intelligence on environmental, social, and governance (ESG) risks, has released the sixth edition of its Most Controversial Companies Report (MCC 2015), which focuses on the companies that were most exposed to ESG risks in 2015.

Severe ESG risks in 2015 led to reputational, compliance and financial risks – including major falls in stock prices, substantial product recalls and record fines, and in some cases, the removal of a company’s senior executives.

RepRisk’s MCC 2015 Report spotlights ESG issues faced by globally active companies, and was developed as part of RepRisk’s commitment to providing transparency on ESG risks and encouraging companies to systematically take into account such risks in their strategies and processes.

The data for the report is based on information screened, analyzed, and quantified by RepRisk’s proprietary research process from a wide range of publicly available stakeholder and media sources.

The companies included in the report are headquartered in countries around the world, including Brazil, China, Japan, the UK, and the US, and span various sectors including banking, mining, industrial transportation, food & beverage – and notably, the automotive sector, which has four companies in the ranking.

Four of the companies made the ranking due to a major scandal or disaster that took place in 2015. Three of the companies – Takata, the Fédération Internationale de Football Association (FIFA), and Uber Technologies – were already included on RepRisk’s MCC 2014 list, and have again earned a place in the MCC 2015 due to their systematic and ongoing risk exposure.

12 l Corporate Vision May 2016

NEWS

BLUSOURCE LAUNCHES NEW CORPORATE FINANCE RECRUITMENT SERVICE One of the UK’s leading professional services recruitment agencies is set to expand again after setting up a new corporate finance arm.

Blusource, which has expanded over the last two years to have offices in Nottingham, Birmingham, Reading, Cambridge, Bristol, Manchester and Leeds has, since it was set up in 2008, become a reputable brand supplying talent to national and regional accountancy firms.

Now, with an upturn in the dealmaking sector, Blusource has opened a corporate finance desk.

The new arm of the company will be headed up by Dan Rogers, Head of Accountancy at Blusource, who has initially recruited Robert Muncaster to lead the headhunting team.

Blusource CF will not only supply talent to accountancy practice corporate finance teams, but also to boutique private equity houses, investment houses and specialist corporate finance firms.

Andrew Springhall, CEO of Blusource, said: “We’ve decided to enter the corporate finance market due to demand. Values and volumes of deals being done are now back to prerecessionary levels, and many firms are now hunting for staff to push deals over the line.

“Because Blusource has a long history of working with the top accountancy firms, we have an impressive list of high-profile contacts looking to take the next step in their careers.

We’d urge anyone out there looking to expand their corporate finance teams, or individuals who want to move to the next level, to get in touch with us for a confidential chat.”

Recent figures from The Centre for Management Buy-Out Research showed that, nationally, the results for 2015 were in line with the total value of deals recorded in 2010 and ahead of the £18.4bn mark recorded in 2008.

The UK exit market has also reached record values with a total exit value standing at nearly £47bn in contrast with £36bn in 2014. However, the number of exits looks set to be lower than the previous year with 194 exits (excluding creditor exits) in 2014 and 168 exits (excluding creditor exits) in 2015 – reflecting the return of larger exits supported by a strong pool of international trade buyers and the return of public markets as a viable exit route.

Corporate Vision May 2016 l 13

RECOGNITION

BEST PENSIONS PROVIDER - SENEGAL Assurance des Travailleurs du Sénégal is dedicated to supporting and educating workers in Senegal, providing pensions products to suit all needs. We spoke to Bécaye Guindo from the firm about the services it provides.

Assurance des Travailleurs du Sénégal supports anyone working in Senegal, and offers a range of pensions products designed to meet the needs of all our clients, whether they have a lot of invest or not.

When it comes to dealing with clients I work hard to ensure that they are comfortable with the pensions product they are investing in and understand exactly what they will receive before they make any definite agreement.

As a firm we are very proud to have received an award last year from the African Corporate Excellence Awards, as the firm is only one year old and achieving something this momentous so early on in a business’s life is exceptionally encouraging.

Partnership and a collabertive work ethic are vital aspects of my work, and moving forward I am keen to cultivate more partnerships and work with other firms in the industry to support the growth of the company.

The pensions market in Senegal is competitive and difficult to penetrate, and therefore I am proud of how much I and my company have achieved in such a short amount of time.

In addition I am eager to continue with my current high level of service, offering quality advice and support to all of my clients so that they can be assured that they receive the right pensions product.

14 l Corporate Vision May 2016

RECOGNITION CONTACT DETAILS Company: Assurance des Travailleurs du Sénégal Name: Bécaye Guindo Email: guindo.guindo4@gmail.com Web Address: http://assurancedestravailleursdusenegal. e-monsite.com/ Address: Cité Imprimerie (Près rond point SOCABEC) N°2930 Rufisque SENEGAL Telephone: 76 285 6519 / 70 113 29 07

Corporate Vision May 2016 l 15

RECOGNITION

BEST CONSTRUCTION INVESTMENT COMPANY - GAUTENG TEBATSO HOLDINGS PTY LTD Tebatso Holdings Pty Ltd is a dedicated South African construction investment firm dedicated to providing quality services.

Tebatso Holdings Pty Ltd is based in Gauteng Province, which provides a niche market for the firm’s services.

Operating internationally through their subsidiary NAMOIL (PTY) LTD in Windhoek (Namibia), the firm are an investment company with interests in the construction; mining, rural development, and related fabrication sectors.

The company’s operational activities are undertaken through a number of joint ventures and consortiums locally and international. The firm’s key competencies are in technical field such as mining engineering, civil engineering, mechanical engineering, construction, information technology, business management and project management.

Ultimately the firm’s key objective is to provide high quality projects and services at competitive cost and exceed their customer’s expectations, with the firm committed to delivering on-time project completion.

16 l Corporate Vision May 2016

RECOGNITION CONTACT DETAILS Company: Tebatso Holdings Pty Ltd Address: : 8 Hillside Rd, Parktow, Johannesburg, 2193 Telephone: 011 480 4853 Email: tumip@accountant.com

Corporate Vision May 2016 l 17

CAPE SOFTWARE SOLUTIONS Cape Software Solutions are experienced in developing e-commerce sites, dynamic websites and web applications which are secure and efficient giving you some competitive advantage.

The firm specialise in offering eCommerce sites that are both user friendly and scalable.

Software development is a growing market around the world, as the service is a necessity for businesses that require a bespoke solution to solve a unique business problem.

Software is critical to the daily operation of most businesses, and IT solutions tailored to the specific needs of a business are required more than ever before. This is because the changing business market has meant that technology is vital not only to maintain competitive advantage, but simply to remain operationally viable.

Phone +27 (0) 73 417 5959

Email info@capesoftwaresolutions.co.za

RECOGNITION

Best B-BBEE Consulting Firm BEESA was established in 2005 with the specific purpose of improving people’s lives through the possibilities offered by BroadBased Black Economic Empowerment (B-BBEE). We invited Tyler Bizzell to talk us through how far the firm has come since its inception and what techniques it has employed to achieve its goal.

While the implementation of B-BBEE policy into the business environment is complex at best, at BEESA we have worked to simplify our offering to two areas of focus; education and providing solutions.

We have built specific products and services catering to every level of need in the market and with our experience over the last decade we have been able to map those needs against common challenges.

This experience has allowed BEESA to create a coherent approach to B-BBEE, whether you are an entrant to the game, seeking compliance or a business that is dedicated to transformation, driving for higher return on investment. BEESA is powerfully equipped to help businesses achieve the best possible position whilst helping them to understand their strengths and reduce their weaknesses.

BEESA has a long standing history and experience in the market and as a result have been able to develop and though understanding of the subject matter with which it interacts.

Further BEESA has developed strict processes around all of its consulting offerings, whether fundamental or complex in nature and therefore can deliver standardised results across a wide cross section in the consulting team. This has made our results predictable both internally and externally with full reporting and detail provided to the client at multiple points during the engagement.

Ultimately the firm drives an external message of building a better business through B-BBEE and it lives this message internally by constantly striving to improve. We treat business like a sport and our employees like a professional team that constantly works to improve and lift the game for themselves as well as the clients that they serve. We measure our performance and that of our clients and we only win when our clients have achieved success.

This is driven by a greater purpose that is bigger than the individuals in the business and the business itself. We are all striving to reduce poverty, unemployment and inequality in a racially and economically challenged environment to create a better future for all.

Moving forward, BEESA is expanding in 2016 with increased focus on education and training. We will be offering the first accredited B-BBEE Manager course this year along with many other supporting modules to assist the BEE Professional in the market.

Our flagship Change Management Programme has now been fully codified allowing for greater market reach and ultimately greater economic impact amongst the larger Blue Chip companies that are our clients. 2016 is an exciting year of improved solutions and a wider market that will need our assistance to play their part in creating a better country for us all.

CONTACT DETAILS Company: BEESA Business Services Name: Tyler Bizzell Email: tyler@beesa.co.za Website: www.beesa.co.za Address: 5 Sherborne Road, Parktown, Johannesburg, South Africa

Corporate Vision May 2016 l 19

RECOGNITION

Best Signage & Solar Company - South Africa Romano Sustainable Engineering are a multi-skilled provider of a broad range of sustainable engineering solutions, to clients who are typically large commercial, industrial or retail property owners and tenants spread throughout sub-Saharan Africa.

Romano Sustainable Engineering are a wholly South African-owned company that was founded in 1952 and today employs more than 150 people.

Originally established as a one man business by the late Romanos Romano, widely regarded as one of the pioneers of the South African signage industry, the firm has grown significantly over the years, both in terms of client base and service offering.

It was Romanos’ flair for design and willingness to take on any job led to a steady growth in the business. Initially the focus was signwriting, however soon the company started producing “5-by-2’s” (5-feet long and 2 feet high under-awning signs with fluorescent lamp illumination).

Over the years the company always stayed abreast with the latest technologies available to the signage industry and adopted these into the business. These included fluorescent and neon-illuminated signs (1950’s); engraving, acrylic fabrication and moulding (1960’s); screen printing and metal fabrication (1970’s); CAD/CAM – including computerised router and vinyl cutting (1980’s); digital printing (1990’s); and LED and ECGbased fluorescent illumination (2000’s).

In recent years, based on the needs of Romano’s client base and the company’s internal strengths, the company expanded its product range to include the following categories: PV Solar Energy, Signage (including Print and POP), LED Lighting

and Modular Construction. Although Romanos Romano missed the technological changes taking place after his passing in 1993, his son Alexi Romano (the Romano Group’s current CEO) credits much of the growth and success of the business to the “incredible energy and passion” of his late father.

The company offer strong value added services which include the design, manufacture and installation of high-quality Signage & Print, Solar PV, LED Lighting and Modular Construction solutions, all of which are delivered on-time at a competitive price. The firm’s factories, having combined areas totalling approximately 11,000 m2, are situated in Cape Town and Johannesburg.

In addition the firm have approved installers representing us in all nine provinces of South Africa, as well as various implementation partners based at strategic locations spread across subSaharan Africa, offering a wide reach across the continent.

In response to the need of one of their longstanding corporate clients, for the firm to supply them with engineered products that are environmentally sustainable, Romano Sustainable Engineering invested substantially into resources and technologies that now enable them to provide the following eco-friendly solutions: PV Solar energy systems that the firm design, manufacture, assemble and install, such as ground

or roof-mounted photovoltaic arrays that provide clean and free energy harnessed from the sun.

Signage and similar products that the firm digitallyprint using environmentally friendly inks.

Various engineered products that the group manufacture using biodegradable or reusable materials such as: aluminum, card board, cast acrylic (e.g. Perspex), glass, mild steel, paper, rigid corrugated fibreboard (e.g. Eco-Board) and wood.

Low-voltage LED illumination technology that the company use as a standard in our signage and lighting systems, thereby reducing our clients’ electricity and maintenance costs.

Sustainability is a key aspect of the group’s work.

The firm outlines its philosophy and how this, alongside their quest for sustainability, has helped to shape the business.

“To ensure our viability over the long-term, we recognize the need to continuously improve the value that we create for our key stakeholders: our clients and our employees. In creating value for our clients, we constantly strive to satisfy their needs for high quality products and services that are delivered on-time at a competitive price.

We recognize that customer satisfaction, if met consistently over a sustained period, leads to customer loyalty. This in turn leads to our long-term viability. Being customer-focused is one of our enduring principles. Being moral is another.

“We choose to do business with high profile client organizations who are ethical, who create sustainable value for society, and who are genuine about reducing their carbon emissions. Satisfying our clients would not be possible without the contribution of our people. We value employees who are honest, competent and willing to learn, who have energy and do everything with a sense of urgency, who pay attention to detail and take nothing for granted, and above all are passionate about serving our clients.

“We also value the contribution made to our longterm success by our suppliers, strategic alliance partners and shareholders. We also recognize the importance of other stakeholder groups, including local authorities and society in general. We aim to ensure that these stakeholders are not prejudiced by our actions.”

20 l Corporate Vision May 2016

RECOGNITION CONTACT DETAILS Company: Romano Sustainable Engineering Name: BĂŠcaye Guindo Website: www.romano.co.za Address: 5A Angus Crescent, Longmeadow Business Estate, Edenvale, Johannesburg, South Africa Telephone: +27 (11) 802 4460

Corporate Vision May 2016 l 21

RECOGNITION

Best wildlife conservation group - Kenya Ewaso Lions is conserving Kenya’s lions and other large carnivores by promoting coexistence between people and wildlife. We caught up with Paul Thomson to find out more about the vital work his organisation undertakes.

Lions have declined by 90% in the last 75 years and lions have disappeared from approximately 80% of their historical range. Kenya’s lion population is now less than 2,000 individuals. This dramatic decline is mainly due to habitat loss and conflict with people, primarily over livestock depredation.

When lions attack livestock, people often retaliate by shooting, spearing, or poisoning lions. Lions in Kenya could face extinction, and people need to know about this before the continent’s most iconic species is lost in the wild.

Some conservation groups focus only on research or species. We started with people. We first asked what local people want from wildlife, and then we designed our conservation programmes to meet both the needs of wildlife and people. It helped garner their trust and support. We have a real strength working with local communities in northern Kenya, and to reduce conflict to find longterm solutions.

Therefore we at Ewaso Lions use research, education, and capacity building to build support for conservation and help ensure a future for lions.

Our approach to this revolves more around people than lions, and as such we put people at the centre of our work. We target all key demographics of the communities we work with: Samburu warriors, ranchers, women, children, and herders. We create non-monetary incentives for people to genuinely

want to adopt conservation in their daily lives.

For example, members of our Warrior Watch programme receive weekly education lessons to learn to read and write, in exchange for going on patrols and helping stop human-lion conflict within their villages. They never had the chance to go to school before, so now we are giving them skills they can utilise for the rest of their lives.

Our team is equally as important as those we educate, and as such Ewaso Lions strives to have the best team of wildlife conservationists. You have never met such a committed, passionate group of young people. Our field team is composed entirely of local Kenyans who may lack advanced degrees but are deeply motivated, ambitious, and extremely dedicated to wildlife conservation. We aim to continually strengthening our team through offering trainings, courses, and workshops.

Moving forward we are excited to take the conservation programmes that we have been piloting in our region during the past few years and bring them into new areas. We are continually evaluating our programmes to make sure we are delivering the greatest conservation impact. Based on our successes, we are expanding into new regions, and even taking our Lion Kids Camp to the national level to hold Camps across Kenya, which will be a great opportunity to further spread our message.

22 l Corporate Vision May 2016

RECOGNITION CONTACT DETAILS Company: Ewaso Lions Name: Paul Thomson Email: paul@ewasolions.org Website: www.ewasolions.org Address: PO Box 14996, Nairobi, Kenya, 00800 Telephone: Kenya: +254 721 696 443 ; USA: +1 415 906 9955

Corporate Vision May 2016 l 23

• • • • • • •

RECOGNITION

Best for Woodwork Machinery Italy SCM GROUP SpA is a group of specialists creating cutting edge technologies for furniture, housing industries and for artisans.

Operating as an integrated team of experts transforming complexity into new opportunities and true innovation, the group states that their mission is “Designing, producing and distributing machinery, industrial components and iron castings.”

In order to achieve this, the group, which consists of a number of specialist manufacturing brands, invest 7% of its annual turnover in research and development, technology and know-how. This significant figure ensures that the group are able to offer customers high performance solutions which set the technological benchmark for the market.

Applied development of new products is guaranteed by the individual divisions and technological units, and the group uses of an advanced PLM (Product LifeCycle Management) system which allows the rationalisation of design through a rigorous process for product development and the identification of shared functional platforms and modules.

The group’s flagship firm, Scm, developed the group’s first solid wood machining centres and door and window systems, which has helped place them as world leaders in the sector.

Much of their success comes from working alongside other companies in the group, with the group acquiring Morbidelli in order to lead the machinery for panel processing sector.

Later, by acquiring Routech and by developing new technologies, Scm Group became a leader in machinery for the wood building components and has most recently moved into technologies to process plastics, composites, glass and stone by acquiring Cms, a leader in that sector.

Offering a wide range of products, the firm’s most innovative range is their woodwork machinery, with products including beam saws, boring machines and presses, offering clients both choice and quality.

CONTACT DETAILS Company: SCM GROUP SpA Email: scmgroup@scmgroup.com Address: Via Emilia 77 47921 Rimini (RN), Italy Phone: +39 0541 700.111

Corporate Vision May 2016 l 25

RECOGNITION

Chairman and Visionary of the Year & Event Software CEO of the Year Events.com is a leading online marketplace uniting event organizers and event participants in one single place. Its cloud-based application bridges the gap between event organizers and event goers, giving the event ecosystem an improved solution to planning and finding events. We got in touch with their Chairman and Founder, Mitch Thrower, as well as their CEO, Gregg Parise, to find out the secrets behind their success.

First of all, how does it feel to have been named ‘Chairman and Visionary of The Year’?

Mitch Thrower: It is a true honor to be acknowledged as a visionary, but it is also important to acknowledge that the true power of a visionary is derived not only from the capacity to communicate that vision, but also the capacity to surround oneself with the people who will make that vision a reality.

and Vandaele Capital. From your experience, what is the most important criteria you look for in investors?

It’s one thing to imagine the future, but it’s another to ignite the fires of creativity and motivation in others. As a founder, it is my responsibility to encourage the team to get excited about creating the future I imagine, and a successful vision is a shared vision. It’s been wonderful to work with skilled and motivated people that share my vision of ensuring that Events.com is the center of the global event ecosystem.

Tell us about the work you do behind the scenes.

What measures do you take to ensure that your visions and innovations are manifested into the services you provide?

You have already founded a profitable billion dollar company, as co-founder of active.com (The Active Network, Inc.). Additionally, you also launched ActiveEurope.com (Active Europe Network) as CoFounder and CEO. Active went public before selling to Vista for over one billion dollars. Please tell us a more about your career background, and why do you think Events.com is the next chapter in the event world?

MT: With investors, we see our relationship as more of a partnership than anything else. From our experience, it’s important to work with powerful, patient and supportive capital, and we are so fortunate to have the investors we do.

As Founder and Chairman, my role is essentially to make sure that everyone has what they need to be effective, especially the leadership team.

By focusing on fundraising and investor relations, generating leads for key positions and client sales, I’ve been able to share my experience and provide resources to the wider team. In a small, growing company, communication is key so I focus a great deal of my time ensuring the lines of communication are open and asking questions.

MT: Entrepreneurship is an endurance sport and you learn valuable lessons along the way that you can apply to your next venture. Events.com is a much bigger opportunity than any past venture I have been involved with. The event space represents a 500 billion USD global market opportunity and I am proud to say that Events.com is positioned to capture a large part of that opportunity.

Most of my time is spent working with our Board of Directors and our CEO, Gregg Parise, who is a true leader and certainly deserving of the Event Software CEO of the year Award. Gregg has done so much of the heavy lifting to build a team of rock stars and grow revenue for Events.com. Gregg joined the company when it was breaking out of its “tree-fort stage,” and now, the company is on its way to over 100 employees with increasing revenue and a growing client base.

Before Events and Active, I was the President and Chief Operating Officer of Triathlete Magazine, the world’s largest triathlon magazine. I also served as Chairman of the magazine.

Tell us about your overriding philosophy when it comes to your clients. What do you see as the most vital areas to focus on when it comes to providing the best possible service?

Your notable investors in Events.com include Tomorrow Ventures, Chris Burch via Burch Creative Capital, Silverstein Properties President Tal Kerret, Moore Venture Partners, DLA Piper Venture Fund and Wilson Sonsini Investment Company,

GP: We incorporate our core values into everything we do. We live by 4 core values: User First, Innovation, Commitment to Team and Winning.

Winning is a by-product of the success of the first three.

26 l Corporate Vision May 2016

RECOGNITION

These values really speak for themselves. If our users are not put first, then we have failed our users and ourselves. We are in business for our users.

Additionally, in order for us to attract and retain the best clients, we need to constantly be innovating.

Innovation is the key to success in technology.

Tell us about the culture within your firm and the things you do to maintain and develop it. How does it influence your interactions with and results achieved for your clients?

GP: Culture is everything. I am dedicated to building and fostering an incredible, winning start up culture. All of our core values grow from the leadership team’s commitment to our wider team and ensuring that we win together.

Furthermore, accountability is huge, and we strive to always underpromise and overdeliver. For example, every Tuesday and Thursday during lunchtime there’s an open invitation to anyone who wants to run the “Events.com 5K,” which is a designated lap around the office. Many people participate regardless of skill level, and it’s an amazing way to get outside and refresh in the middle of the day.

In addition, we do something similar with a bike ride starting from the office on Wednesday mornings. We all love to push ourselves to be healthier people both in and out of the office.

Finally, what sets you apart from your competitors and peers and how do you use this differentiation to your advantage?

GP: Events.com was conceived at a time when the online registration space was prime for disruption.

We saw a sea of companies that had not evolved and we knew the industry was ready for something new. With a mission to reinvent the space, we built a software platform that delivers what event organizers want most– tools to maximize customer acquisition while minimizing administrative oversight. We deconstructed and rethought each component of the event management lifecycle and created an enterprise-grade, global-ready, mobilefirst set of tools.

Please be aware this copy is a re-print of content originally run in the 2015 Executive Award’s Supplement.

CONTACT DETAILS Company: Events.com Name: Mitch Thrower, Chairman and Visionary of the Year Gregg Parise, Event Software CEO of the Year Email: mitch@events.com Website: http://www.events.com Address: 10955 Vista Sorrento Pkwy. Suite 100, San Diego, CA 92130 Telephone: (619)972-9916

Corporate Vision May 2016 l 27

RECOGNITION

Recognised Leader in SaaS Recruitment - UK & Best in Senior Digital Marketing Recruitment - UK Established five years ago, Opilio Recruitment are a niche, digital recruiter with laser focus within the digital media, technology and mobile space. CEO Philip Shepherd talks us through the firm and its innovative approach to recruitment.

Here at Opilio Recruitment we view ourselves as having a laser focus which is “inch wide, mile deep�.

This phrase has shaped our mission, to be the first point of call for clients and candidates alike here in the digital world. To achieve this we must strive to earn lifetime loyalty from both sides. We will always take the long term view over the short term sharp practice. Our values, ingratiated from top down, allow us to make sensible decisions based on doing the right thing, and have helped us to have one of the highest client retention rates in the industry.

Our four core values are moral integrity; entrepreneurialism; reliability and respect. These guide us as a business in all of our relationships; both with clients, industry peers and staff.

Culture is vital to success for our clients and thus, we strive to make our culture the best. We have free breakfast for all and a personal trainer who comes in once per week to give us the physical edge we need. We also have table tennis, social events and most importantly, we believe in ongoing training for all so we invest in external trainers across presentation, selling, closing, negotiation, personality profiling etc. Anything that will make our people better from their time at Opilio Recruitment we do because ultimately this is the way to get the best out of our staff and succeed as a business.

As CEO my leadership style is open, transparent, realistic, courageous, hardworking, calm, fun, and approachable. I firmly believe that the best strategy is to lead from the front. We ensure that we achieve this as a business by hiring the right kinds of people in the first instance. First and foremost we look for people who are intellectually curious, motivated, well-mannered and emotionally mature.

The firm has three main sectors; Commercial (Sales, Business Development, Account Management); Technical (IT, Infrastructure, UX/ UI, Architecture, Development, Engineering) and Marketing (SEO, PPC, Ad Ops, Campaign Management), run from our offices in London, Birmingham and Manchester.

Each of these areas are seeing increased digital start-ups and we are there to help them find staff.

We are noticing companies are increasingly looking to move away from day rate contractors on the technical side and into permanent staff members. This stems from a desire to build a culture and a vibe within the business, which is difficult with short term, transitional staff.

When undertaking any new recruitment project, the first task we undertake is to gain a deep understanding of the clients business and what the key elements are of the business and how they make money. We then try to understand what each party in the hiring process is looking for and what success looks like. We then take the brief and understand the role in detail. Only then do we go to market and look for profiles that fit the brief.

We have developed our own platform for managing the business and this has been built by one of our founders, Ben Stinton, using the latest cloud based technologies. This in-house expertise is unique and allows us to talk knowledgably and confidently to our digital clients.

This approach is a huge part of our success.

Additionally, I would say that our sector knowledge is unrivalled and our network is extensive. The way we manage the business internally, using our own Big Data platform allows us to move swiftly through the process and bring satisfaction to our clients.

Also, since we have strong client service skills and enjoy meeting people from all walks of life, we are ideally suited to recruitment. Finally, since we are building something of significance, we can take a longer term view of relationships, which is an important factor for many of our clients.

Another key factor that has significantly helped us is that we have always run a very lean business from a cost perspective. We re-invest all profits into the business and thus we were able to grow without any debt or borrowings for the first five years, and this has enabled us to make longer term decisions that other businesses may not have been able to do because of short term financial pressures.

Recently one of the major projects we have been working on has been splitting the company into two sections so as to grow in two areas. We

28 l Corporate Vision May 2016

RECOGNITION

have focused one part of the company on SaaS businesses and have really strong expertise with international companies growing their foothold in EMEA. The challenge in the current market is to find the exceptional talent when so many opportunities exist. We are able to do that via our extensive network and the comprehensive talent pool we have across the UK and EMEA. Since the owners all come from technology and startup backgrounds, we know what our clients are looking for and are able to use this knowledge to better serve them.

Moving forward, the firm has an exciting future ahead and I see only opportunity for Opilio Recruitment. Over 90% of our clients have re-used our services over the past five years therefore we have a strong platform for expansion. With our RPO services and Executive Division coming on line, we are well placed to continue offering excellent service.

Ultimately it is an exciting time to be running a business in this space in the UK today. London and the rest of the UK hubs are experiencing fantastic growth in digital companies and we are truly becoming a start-up nation. We see more funding coming into the UK to allow start-ups to grow and scale and we feel invigorated by the new opportunities this presents us.

CONTACT DETAILS Company: Opilio Recruitment Name: Philip Shepherd, CEO Email: philip.shepherd@opilio.co.uk Website: www.opiliorecruitment.co.uk Address: 48 Charlotte St, London, W1T 2NS Telephone: 020 7183 7145

Corporate Vision May 2016 l 29

RECOGNITION

Sustained Excellence in Electrical Services Enertec Electrical Services have over 40 years combined experience providing electrical services to industrial, commercial, domestic, marine and renewable customers. They are NICEIC approved contractors.

The firm offers a wide range of services, from customer specific PLC control and instrumentation system design, manufacture, installation and maintenance to an outside socket to plug in Christmas lights.

For industrial clients the firm offers three-phase electrical equipment distribution, control and automation. In addition they can arrange customer-specific control panel manufacture, variable frequency drives, extra low-voltage measurement and control.

For commercial properties the company can fit Cat 5, Cat 6, CCTV, fire alarm systems, emergency lighting, UPS systems, fingerprint recognition time and attendance solutions, keyfob and swipe card door entry systems and PATS testing.

Within renewable energy, which has become an increasingly important aspect of the industry currently, the firm offers G59/2-1 accredited test engineers, wind turbine technicians, G83 photovoltaic accredited installer, district heating schemes, fault finding and repairs for air and ground source heat pumps.

Being based in Shetland, right on the waterfront, the firm are able to offer a wide range of marine services including small pleasure crafts, large industrial fishing vessels, generators, navigation lighting, aquaculture feeding systems and cage lighting, ultraviolet, micro-pore and ozone water treatment systems.

Ultimately the firm’s wide range of services insures that they can support any client with whatever project they require.

Domestic projects are also undertaken and the firm specialise in kitchen alterations, extensions, new builds, re-wiring, replacing fuse boards, lighting, sockets, cookers, showers, water heaters, space heating, smoke detectors, TV, phones and audio/visual.

30 l Corporate Vision May 2016

RECOGNITION CONTACT DETAILS Company: Enertec Electrical Services Email: info@enertec.co Address: Port Business Park, Gremista, Lerwick, Shetland, ZE1 0TW Telephone: 07751 629223

Corporate Vision May 2016 l 31

FEATURE

32 l Corporate Vision May 2016

FEATURE

why ehs COMPLIANCE IS NO LONGER ‘OPTIONAL’ FOR BUSINESSES James Jameson, VP of Product Strategy at Rivo, the risk management software platform, takes a look at why the days of taking shortcut when it comes to health and safety procedures are well and truly over.

Corporate health and safety doesn’t tend to stir up feelings of excitement for the most part in any environment. What senior management in most leading firms are entirely aware of, however, is the huge impact safety has on the bottom line - both directly through lost time and through reputational damage from major incidents. The last 10 years has seen a tidal change in attitudes from sweeping things under the carpet towards corporate social responsibility, and we are now reaching a level where companies aren’t just passing health and safety off as a ‘jobsworth’ issue, but are making compliance central to their functioning.

Companies are learning from high-profile failures. Issues which exist within a company that go unmanaged will at some point surface and cause major reputational and financial damage to those companies not taking steps to improve visibility and control of their operational risk. The classic example is Deep Water Horizon implicating BP, Transocean and Halliburton. Even writing this article is propagation of the black mark against these reputations that will take decades if not longer to go away. A catalogue of unmitigated risks, process failures and fragmented governance led to a tragic incident running the lives of many families involved and causing BPs share price to plummet 50% in just 55 days.

A well-documented example of non-compliance to the safety rules set out by state administrators is Honda USA, fined $70 million for not managing their safety and operational risk to an acceptable standard, and for not reporting incidents to the NHTSA (National Highway Transport Safety Administration).

The fine was plainly intended as a powerful message to the rest of that industry: noncompliance will not be tolerated where safety is concerned. Honda has since issued a response to the fines, saying it has identified “several shortcomings in its compliance with NHTSA’s Early Warning Reporting requirements”.

Likewise, the recent report on the Thomas Cook Corfu tragedy which concluded that it failed to meet expected standards of customer care.

Particular criticism was levelled at radical costcutting at the expense of customer safety.

Incidents like this can badly hurt a company on two fronts; the obvious monetary implications of receiving these fines but also when such stories break, they can have a significant negative effect on the company’s reputation. Regulators are more than happy to create public relations stories out of such incidents, in the hope that lessons will be truly learnt. They have shown that it doesn’t matter who the company is or how big they are, if health and safety is below standard then they will intervene and make an example of them.

In light of this, more companies are starting to make every effort to maintain a high standard of service. Decisions that involve a trade-off between increased cost and the risk of a tarnished reputation must give ever greater importance to the company’s reputation, since cut-corners easily gain media traction.

Companies have started to react to this; risk functions previously seen as ‘jobsworth’ functions are now playing a more central role in companies’ structure. This reflects a realisation that when companies mess up, it has a real and lasting impact on their reputation and bottom line.

Corporate Vision May 2016 l 33

When it comes to health and safety, companies and the decision makers running them must drive social responsibility from the top. Ultimately it lies with the company’s board to inspire change and engrain values into the company’s ethos.

Companies that succeed at health and safety, and stay out of the headlines for breaches, make health and safety central to their culture. We now see companies taking important proactive steps to change how health and safety is looked at by staff. This includes talking about, educating and training employees in compliance and making their language less technical so health and safety is more accessible to all staff and not seen as the concern of a few experts.

Being able to report, manage and respond to risks is key to changing a company’s culture around health and safety, and technology has a vital role to play in simplifying the process and making it accessible to people in all areas of the company. The most important goal should be the reduction of barriers to reporting hazards.

In years gone by, there may have been the excuse that the technology or necessary procedures for health and safety didn’t exist or were not effective enough to make a distinguishable difference. Now though, the technology is available and it is critical that it is embraced by companies of all sizes across industries. The technology can be a mesh for good governance and process. It can underpin, drive and enable better safety and corporate social responsibility and with the growing trends of device integrations, mobile, cloud and analytics, finally operational risk and safety management is starting to have its day.

FEATURE

34 l Corporate Vision May 2016

FEATURE

NEARLY 14% OF DEALS COVERED BY M&A INSURANCE RESULTED IN A CLAIM, ACCORDING TO AIG STUDY Global Claims Data Study Spans Policies for approximately 1,000 Deals, Worth More than $200Bn

Nearly 14% of M&A policies written globally

by American International Group, Inc. resulted in a claim, according to a study of the global insurer’s representation and warranties (R&W) insurance claims data between 2011 and 2014.

The study suggests a significant number of M&A transactions worldwide may see issues arise from breaches of deal terms discovered after closing.

AIG is one of the largest writers of M&A policies in the world. It has been writing M&A policies covering representation and warranties since the late 1990s. The claims data between 2011 and 2014 cover a significantly larger pool of transactions than in prior periods, reflecting an increase in M&A activity and the growing acceptance and use of R&W policies as part of the deal process. The total number of claims during the study period was 132, which can be considered low volume relative to other insurance lines. However, the claims data spans policies covering approximately 1,000 deals, worth more than $200 billion, and policies written during the study period still hold the potential for a claim.

Financial statement misrepresentations were the leading cause of these M&A insurance claims, accounting for 28% of all claims during the period. Tax errors or misrepresentations were the second most frequent claim type, accounting for 13% of filed claims, followed by 11% of claims filed due to discrepancies that emerge from a company’s contracts.

“A deal can come back to haunt,” said Angus Marshall, M&A Manager, UK, AIG. “From AIG’s perspective, transactions pose risks to a significant number of companies, despite the best efforts during due diligence. Even the most sophisticated and largest companies can and do miss critical issues during the deal process.”

Buyers in a transaction purchase R&W Insurance to protect against breaches of representations and warranties (whether innocent or otherwise) made by a seller during the deal process. Sellers also purchase the insurance to protect against buyers claiming such breaches.

The study found that companies in deals worth $1 billion or more were the most likely

to claim damages following the close of a transaction, with 19% of policies covering this deal size seeing a claim. Companies involved in transactions under $100 million were the next likeliest with 15% of policies covering this deal size seeing a claim.

The study also found: • Buyers in a transaction were most likely to buy an M&A policy, accounting for 75% of policy purchases. Approximately 13% of them reported a claim after a deal closed.

• Sellers accounted for 25% of policy uptake.

They were much more likely to report a claim, with nearly 1 in 5 (19%) doing so.

• While buyers were less likely to file a claim, their claims were more severe. The majority of the top 15 largest claims reported to AIG during the study period were from buyerside policies.

Where and When?

The study revealed global variations in M&A claim frequency and severity, as well as the length of time it typically takes for a claim to be filed after a deal closes. Interestingly, the data showed the tail on this type of M&A policy can extend well more than a year beyond a deal’s closing date.

•

•

•

Clients in the Asia Pacific region were the most likely to file claims. Some 18% of policyholders there reported a claim during the study period.

EMEA had the lowest rate of claims reported with 11% of policyholders submitting a claim. However, EMEA claims tended to be more severe, accounting for the majority of the largest claims paid out by AIG during the time period.

While 74% of claims were filed by policyholders within 18 months of the close of transaction, a significant 26% were filed after the 18-month mark.

“More and more, M&A insurance is becoming part of the transaction process worldwide.

Companies see it as a better alternative to closing a deal than contentious negotiations to allocate potential risks and unknowns,” Mr Marshall said.

Corporate Vision May 2016 l 35

FEATURE

By Shaun Hogan, Associate at Stevens & Bolton LLP

36 l Corporate Vision May 2016

FEATURE

MONITORING EMPLOYEES IN THE WORKPLACE There are many reasons why an employer may want to monitor their employees’ use of company property, and in particular IT equipment.

These include detecting misconduct or criminal activity, protecting company IT equipment from virus risks, ensuring employees are not disclosing confidential information or simply checking that employees are spending their time actually working.

Conflicting interests However, the right to monitor employees’ use of company equipment is not unfettered. There is a complex legal framework in which employers must operate. At the heart of this, employees have a reasonable expectation to privacy in their personal communications (including workplace communications). This is enshrined in Article 8 of the European Convention on Human Rights (the Convention).

In turn, this right to privacy is not itself unlimited.

The Convention recognises that a balance must be made between an individual’s privacy and the rights and freedoms of others. In the context of the workplace, the rights of others include the employer’s legitimate interests and concerns, such as those highlighted above.

Barbulescu v Romania The recent case of Barbulescu v Romania received a lot of media attention as it shows how courts may approach these competing interests.

The case concerned Mr Barbulescu, an employee employed in Romania. His employer had a written policy which banned all personal use of company computers. At his employer’s request, Mr Barbulescu created a Yahoo Messenger account in order to answer client enquiries. His employer began monitoring the communications made through the account.

This revealed Mr Barbulescu had used the account for personal purposes, contrary to the policy. The employer also monitored Mr Barbulescu’s use of his own personal Yahoo Messenger account carried out on company computers, which, unsurprisingly, exposed more personal use. Mr Barbulescu’s employment was terminated shortly afterwards.

Mr Barbulescu unsuccessfully challenged his employer’s decision to dismiss him in the Romanian national courts. He consequently brought proceedings in the European Court of Human Rights (ECtHR), claiming that the Romanian court had failed to protect his rights under the Convention.

What the case said/didn’t say The principal issue the ECtHR was asked to consider was whether the Romanian courts had

struck a fair balance between Mr Barbulescu’s privacy rights and his employer’s legitimate interests in rejecting his claims. It decided that they had.

Importantly, the ECtHR was not asked to decide whether the dismissal was fair. This would have been outside of its remit.

Effect of the case on employers The Barbulescu decision will be of some comfort to employers as it confirms that an employee’s right to privacy in workplace communications is not without limit. However, it does not go much further than that and the outcome of cases such as these usually depends on their own specific facts.

One important principle of which employers should take note is that, in the absence of a warning that monitoring will take place, employees will have a reasonable expectation to the privacy of their calls, email and internet usage. It is therefore key that an employer must, at the very least, have a policy in place allowing it to monitor its employees’ use of the IT systems.

Equally importantly, the employer must bring this policy to the attention of its employees. The policy should cover when, why and in what form monitoring will take place as well as who will have access to the information gathered.

The ECtHR also attached weight to the fact that Mr Barbulescu did not have an explanation for his personal use of the account which justified the breach of his employer’s rules. Had he used the work account mistakenly or in an emergency, the decision could have been different. Employers should therefore not leap to conclusions about unauthorised use.

Another important factor in the case was that the messages were sent via the Yahoo messaging platform and the employer had accessed the messages in the belief that they were work related. If, instead, the messages were emails with a clearly private subject heading, the decision may have been different. Employers will usually need a very good reason to look at content which, on its face, appears to be personal.

Corporate Vision May 2016 l 37

Wider issues There are a myriad of other legal considerations which the Barbulescu case did not touch on. In the UK, other legislation such as the Date Protection Act 1998 (DPA), the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and the Regulation of Investigatory Powers Act 2000 (RIPA) place limits on an employer’s ability to monitor its employees. Further, there is a growing body of unfair dismissal case law indicating a need for a proportionate approach to monitoring and taking disciplinary action as a consequence of that monitoring.

The Information Commissioner’s Employment Practices Code contains guidance for employers on how to monitor employees whilst operating within the limitations imposed by the DPA. As with the Convention, proportionality is a key concept in the Code. Employers need to consider whether the reason for monitoring is sufficient to justify intrusion into an employee’s private life and whether the means chosen to monitor are proportionate. If there is a less intrusive way to monitor, that method should be adopted.

Bring Your Own Device is a growing trend which enables employees to use their own devices for work purposes. This will no doubt raise more complex issues of privacy and the extent to which employers can monitor their employees.

We are yet to see how the courts will apply the current rules and guidelines to this situation.

Not only are there the legal issues to consider, but also commercial considerations such as reputational risk. Monitoring employees may help prevent reputational damage and loss of confidential information. However, monitoring employees, particularly in a heavy handed manner, can attract unwanted and potentially damaging PR should it be exposed. From a HR perspective, unmerited monitoring can negatively impact morale and job satisfaction, leading to high turnover of staff.

Whatever an employer decides to do, it should dedicate time to planning, justifying and communicating its approach to staff if it is to minimise the risks of monitoring.

FEATURE

38 l Corporate Vision May 2016

FEATURE

UK COMPANIES MUST DISCLOSE BENEFITIAL OWNERS From April 2016, UK companies will be required to maintain a publicly available register of people who have “significant control” over them. This applies to most public and private companies incorporated in the UK, as well as limited liability partnerships (LLPs).

A person who holds “significant control” over a company – a PSC – can be defined as any person who, either alone or as one of a number of joint holders: • • • •

ultimately holds, directly or indirectly, 25% or more of the company’s shares or voting rights; has the right, directly or indirectly, to appoint or remove the majority of the board of directors; has the right to exercise, or actually exercises, significant influence or control over the company; or has the right to exercise, or actually exercises, significant control over a trust or firm that is not a legal entity but which itself satisfies one or more of the above conditions.

‘Control’ and ‘significant influence’ are alternatives. A person has control if they have the power to direct activities of the company, trust or firm. A person has significant influence if he or she can ensure that the company or trust adopts policies or activities. The control or significant influence does not need to be directed towards financial and operating policies, nor exercised with a view to gaining economic benefits from the policies or activities of the company or trust.

Companies A person may hold a right to exercise significant influence or control over a company as a result of a variety of circumstances including, but not limited to, the provisions of a company’s constitution, the rights attached to shares or a shareholders’ agreement.

The guidance also sets out specific safe harbours which will not usually constitute significant influence or control, including: • • • •

a person providing advice or direction in a professional capacity; a person engaging in a third-party commercial or financial agreement (such as a supplier, a customer or a lender); an employee acting in the course of their employment; and a director of a company.

Limited partnerships In the case of firms such as limited partnerships, anyone who controls the management or activities of the partnership or firm will be considered a PSC. In most cases this is the general partner.

Trusts A person exercises significant influence or control if they are regularly involved in, or have the right to direct or influence, the running of the trust and activities.

For a discretionary trust, this will most likely be the trustees. For a bare trust the settlor or protector may also need to be included on the PSC register, as well as any beneficiaries actively involved in directing the activities.

LLPs For LLPs, the guidance is largely the same as for companies. Broadly, it only varies to take into account the differences between the structures of companies and LLPs. For example: • holding a 25% ownership interest or right to vote will be determined by reference to rights in respect of the surplus assets of an LLP on winding up, as well as rights to vote on matters which are decided by a vote of the members; and • In determining if someone holds a right to exercise control, the terms of the LLP or other agreement should be considered.

What next?

Reasonable steps must now be taken to identify PSCs. Relevant information and documents (eg constitution, register of shareholders or members, shareholder agreements) should be reviewed and the key test is what a reasonable person would do if they were aware of that information.

Companies must serve notice on those who they know or have reasonable cause to believe should be recorded on their PSC register or who might have knowledge of such persons.

If a response is not received within one month then a warning notice may be sent to give another month to respond. This is followed by a restrictions notice if there is still no response.

Corporate Vision May 2016 l 39

The new rules apply equally to UK companies sitting within corporate structures with overseas holding companies (either directly or indirectly).

UK companies will therefore be required to disclose details of their PSCs, regardless of jurisdiction. This may be challenging for UK companies with overseas holding companies, particularly as those overseas entities will be within their rights to refuse to be compelled to comply with UK law.

Sanctions can be taken against those who do not declare their interests and affect both the company and its PSCs. First, the company in question, its directors and officers and the individuals or legal entities which have significant control over the company, may face criminal penalties for non-compliance. Second, PSCs who do not comply with the requirements may become disenfranchised by means of a “restrictions notice” issued by the company, which will freeze the shares from transfer and rights of the person in question (including the receipt of dividends).

It is worth noting that there are extremely limited exceptions to the obligation to publicly disclose PSCs, e.g. if they believe that there is a serious risk that they or someone they live with will be subjected to violence or intimidation.

Immediate Action Companies will be obligated to deliver the information contained in the PSC register to Companies House with all confirmation filed on or after 30 June 2016.

It is worth bearing in mind that compiling the PSC register could be a lengthy and timeconsuming process, and companies should begin now to consider how they will approach the task in order to ensure they are compliant with the new rules in time.

Sam Pearse and Megan McNutt, Pillsbury Law Sam Pearse is a Partner and Megan McNutt is an Associate in Pillsbury’s corporate and securities practice in London.

FEATURE

40 l Corporate Vision May 2016

FEATURE

UK IMMIGRATION - THE CRIMINAL RECORD CERTIFICATE ENTRY REQUIREMENT All applicants applying for entry clearance to the UK are now required to provide an overseas criminal record certificate – failure to do so can mean an application for entry is refused. Tier 1 (Investor) and Tier 1 (Entrepreneur) applications (and applicants’ dependants aged 18 and over) are the first to be affected (as of 1 September). These applicants must now provide the criminal record certificate for any country where they lived continuously for 12 months or more after the age of 18 in the 10 years prior to submitting their applications. This is expected to have a significant effect on all businesses where employees are moving within a global network of offices, particularly as it is anticipated that it will be rolled out for all categories in 2016.

Documentary issues There is a concession to the requirement for a criminal record certificate where it is simply not practicable to obtain one i.e. where such a document does not exist. However, it is still necessary for an applicant to contact the overseas authority in question to ask whether an alternative document is available. If there is no alternative, then attempts to obtain one need to be documented in a letter that explains why nothing was available. This letter must be submitted with the entry clearance application, in place of the certificate, but it remains within the discretion of the UKVI to accept the explanation as to why there is no alternative to the criminal record certificate available. If the UKVI doesn’t accept the explanation, then a certificate will be requested once more.

Although this discretion introduces some flexibility into the equation it is also likely to delay entry while explanatory letters are considered and the UKVI decides whether or not to waive the requirement – this is especially likely to be the case while the new system is bedding down.

Example: the US For applicants coming from the US (who have lived there for at least 12 months), the correct document is the Criminal Record History / FBI Identification Record. Obtaining this means completing an onerous application process, including providing an original fingerprint card via a law enforcement agency or private fingerprint agency. Only the applicant can make the application – not a third party representative or prospective employer - and it can take up to four weeks for applications to be processed within the US, 12 weeks from outside. Applicants may be required to provide a certificate from other countries they have lived in too, which adds to the administrative burden.

Currently, the application process for entry into the UK already requires both fingerprints and information on previous convictions, and court documents are a mandatory requirement from the British Consulate in New York if a case went to court. However, this cannot be duplicated for, or used in place of, the information required to obtain the Criminal Record History / FBI Identification Record, as that process must be carried out separately.

Who will be affected?

By starting the roll out with just two categories the UK Government is looking to monitor and evaluate the policy’s effective implementation.

The Tier 1 (Investor) category covers those looking to invest at least £2 million in UK Government bonds or shares in UK companies.

The Tier 1 (Entrepreneur) category covers those looking to invest at least £200,000 in a business or businesses in the UK. Extensions or in-country switching applications under these categories are not affected and neither are short-term visitor visas – for now at least.

In 2016, it is likely that we will see this applied to other categories, such as the Tier 2 category enabling UK employers to sponsor migrant workers for skilled positions in the UK. It is worth noting that while the certificate requirement is not applied to short-term visitor visas, when it comes to the Intra Company Transfer sub category of Tier 2, which is used to transfer employees internally, there is likely to be no such exception. The fear is that there will be a significant impact for UK businesses that will not be able to transfer staff into the UK to fill skills shortages. The new requirement adds to other recent suggested changes that could reduce the scope of this type of visa, which could see businesses avoiding the UK as a result of the cumbersome visa requirements. Family based applications are another of the sub-categories

Corporate Vision May 2016 l 41

likely to fall within this requirement in 2016, which will make things difficult for families looking to relocate to UK shores.

Refusals based on minor offences too The application of the requirement for a criminal records certificate looks like it will result in more refusals under Part 9 of the UK Immigration Rules, the general grounds for refusal. Within these grounds there are both mandatory and discretionary grounds that could include something as minor as a traffic offence committed in another country, as well as offences that attracted prison sentences. If an Immigration Office decides that refusing entry is in the interests of the public good then this may also result in a refusal, based on factors such as conduct or associations.

Timing is key The catch with this new requirement is that the criminal record certificate must be obtained before an application can be submitted but it must not be more than six months old. This will make the timing of applications even more crucial – and much more complex where there are a number of different originating countries involved, with a range of processing times.

There is no doubt that this new requirement is going to prove quite onerous for many businesses, however, the UK government is adamant that it is an important step in preventing foreign criminals from coming to the UK.

By Jennifer Stevens, Senior Associate Solicitor and Practice Manager of Laura Devine Solicitors.