Protecting the business
Assuming first that a corporate whistle-blower is not tooting about you individually, such a class of people have been granted protections under the law and serve a function that needs to be acknowledged.
First, the assumption is that such a person is not making his or her gesture for personal profit, but to give proper notice that there is something illegal going on within the company that the person cannot accept and must tell someone about. Note that I use the word “illegal” to differentiate the tell-tale from the legitimate whistle-blower. A tell-tale almost always has a motive based upon political or personal gain, with the exception of when there is a perception or the reality of any form of sexual interference or bullying being reported. That’s a subject for a separate discussion, and there are civil penalties as recourse for such proven behavior.
Whistle-blowers, on the other hand, if not motivated by a personal reward, are often brave beyond need, risking job and reputation to call attention to an illegal act or acts. If the person comes to you with evidence of such acts, you must act immediately to address the issue, often including reporting the incident to the authorities along with the whistle-blower. That’s particularly tough if the consequence is going to be severe against the company itself. But, if we have learned anything at all from the last several decades of such incidents reported from within highly visible companies, covering up the problem results in amplifying it beyond anyone’s wildest imagination. Quickly dealing with it and the consequences always is the lesser of numerous alternatives.
[Email readers, continue here...] And of course, the whistle-blower is protected by law and cannot be punished in any way for the deed of reporting a wrongdoing that breaks the law, whether later proved true or false.
Some agencies offer cash rewards for whistle-blowers that are in proportion to the amount recaptured by a taxing authority or penalties assessed. Such rewards blur the heroic act into one where personal gain can easily be assumed to be more of a motive for a good deed than brave action. And there are raging arguments from company offices to the halls of Congress about whether a whistle-blower should or must first approach senior management within the company before reporting to authorities. But, no matter what the outcome or how high the reward, that does not change the protection the whistle-blower has under the law.
Much of work place safety is common sense. But there is a natural tension between economy of operation and provision for safety for employees, and the resulting risk to the enterprise must be carefully weighed.
Good boards of directors have a committee of the board to deal with “audit” issues, which should include analysis and recommendations to management about workplace safety as a part of a broader issue of risk management. After all, the board and management together are responsible for keeping the company alive, protecting the corporate asset on behalf of all stakeholders – including shareholders, employees, and customers.
Especially in a manufacturing environment, there are laws created by those who have experienced the result of accidents by others that impose upon all companies the hard-earned lessons from the past. Many of us groan when reading or hearing of these detailed, burdensome rules and laws. Yet workplace accidents are harmful to health and safety for all, to morale, and they ultimately cause financial hardships upon the company, whether in the form of lost productivity, increased insurance cost, or debilitating lawsuits that inevitably follow.
[Email readers, continue here...] No company, even the smallest, is immune to safety issues. In this computer keyboard-driven office world, programmers, accounting and office personnel, and many others are exposed to carpel tunnel, back, and leg and neck problems, just by sitting in place. The risk of injury, worker compensation insurance claim, lost productivity, and lawsuit are only slightly less in the office than on the factory floor.
And how do you protect your employees who travel when on the road? Are you and they aware of the procedures for informing insurance companies, their managers and others in the event of an accident while on the road? How do you and they respond when out of the country? To whom do they turn when in unsafe environments, let alone after an accident, when isolated from their local infrastructure?
None of us likes to think of these issues which detract from the focus upon growth and customer service. But these very issues can derail the best of organizations at the worst of times. At the very least, management and its board should discuss the exposures to safety risks and how they might be mitigated in advance.
Have you ever lost all of your data on your smartphone, laptop, or desktop PC? If not, it is probably only a matter of time until you do. Those of us who have experienced this heart-stopping event now regularly back up our data and many of us create images of our entire hard drives often, ready this time to address an effective recovery.
But what about the shock of a fire, a major natural disaster, or even the loss of an important company top executive? Are you or your board prepared to immediately jump into a pre-planned recovery? From experience on more than forty boards over the years, I can state that few have even considered the possibilities. All of us have a phone listing of our employees and associates. But very few have a phone tree for simultaneous contact of larger numbers of people to marshal a recovery from any type of disaster.
Boards of directors for companies of all sizes should have a person or better yet a committee dedicated to considering the preparations for disaster recovery. Often, we consolidate this task into the audit committee of a board; and often we expand the subject to ‘risk management’ which includes examination of all forms of risk, from insurance coverage to OSHA compliance and more.
[Email readers, continue here...] When a company is very small and the company’s assets reasonably replaceable with existing or easily borrowed funds, the event is less likely to threaten the existence of the organization. As a company grows in size and complexity, more stakeholders depend upon the wisdom of the CEO and the board to think in advance of these unpleasant things, and to attempt to insulate the company’s dependents from a disaster.
How about yourself? Have you been open in sharing your knowledge and talent with a backup, or even a potential successor? It is prudent and certainly a sign that you take this responsibility personally as a leader among your peers and subordinates.
I have three unfortunate examples in my past of founder-CEOs dying suddenly at their prime. The shock to each organization was a threat to the very core in all three instances. Yet as we will discuss in detail in a future insight, in one, the board stepped in immediately to reassure the stakeholders, elect a new CEO from within the board, and reach out to the community with a plan for succession that allowed the business to continue with minimal interruption. In another, the creditors threatened to close the company, and the board was completely unprepared to respond. The contrast was quite a lesson to me – one that I would never want to repeat as a board member or senior manager.
What if? How about dedicating at least a half hour of your next executive or board meeting to the subject, and creating a checklist and assignments for covering at least the greatest three risks identified? It is yet another sign of your growth and growing wisdom as a leader.
So you’ve been at this for years through thick and thin, great days and days in which you’ve had better times. Much of your job has become routine. But it feels good to see your “baby” grow and others buy into your vision.
It is human nature for you and every entrepreneur to fall into a routine of taking care of day to day issues, meetings, communicating with customers and shareholders. But you remember the thrilling days when everything was newer, each decision an event, each milestone something to be celebrated. If you think about it, you also remember that you spent much more of your time on strategic issues and thinking about the business and its growth, as opposed to thinking within the business about its process issues.
Your value as a CEO or executive is inherent in creating the vision, providing the drive, and forcing focus upon successful implementation of the vision that you bring to the enterprise. It is where the fun is.
[Email readers, continue here...] So, how do you regain that enthusiasm for what is best for you and for the company? There are a number of things you can and should do, and soon.
Take a day – a full day – off to walk, sit, and think of where you want this company and your role in it to be in the future. Don’t let interruptions from emails, phone calls and people at the door interfere with this focused effort.
Then call a strategic planning session, off site, for you, your board, your advisors, and direct reports. If needed, hire a facilitator. And provide for someone to take notes. Lay out your vision to those present as a starting point. Ask for comments, challenges, and additions. Then spend the rest of the day developing strategies and tactics to get you there. Finish the process by refining the resulting document, passing it through the same group for comments. Then call an all-company meeting to focus everyone on the vision, goal, strategies and tactics. Stand back and watch for the reaction. Most everyone wants direction and to buy into a vision that makes their jobs have meaning.
Starting the very next day, begin monitoring progress toward the goal or goals, raising your job to one of strategic implementation and guidance, not of day-to-day process.
Your value will increase in the minds of your board, and you will feel much more enthusiastic about your contributions to the success of your enterprise.
It’s your move.
Here is a simple economic truth. Fixed overhead continues to eat into your cash month after month. It doesn’t differentiate facile, efficient businesses from slow, disorganized, quality-challenged ones.
If it takes eighteen months to get a new product out the door and into the market, and if a product’s gross margin is ten dollars but the corporate overhead is a million a month, it will take the sale of 67,000 more units to break even than if it were to take only six months to market. If the total annual potential is 100,000 units, the slower cycle to market just cost the company two thirds of a year in the product’s profits. With today’s rapid obsolescence, that could be the entire life cycle of the product itself, lost because of being slow to market.
And profits from the sale of the product create cash for development of the next product. If the time to market is slowed by inefficient development, the risk of a competitive product overtaking yours increases dramatically.
[Email readers, continue here...] So the truth of the statement is self-evident. Because fixed overhead burns cash, extended development cycles burn more cash, preventing earlier sale of product, to create even more cash. Efficiency in development pays off in less cost and earlier competitive products, often producing greater market share in the process.
Have you considered how to make your operation more efficient as an important way to increase cash flow? Most of us are quick to worry over cutting costs. Some of us worry over how to greatly increase revenues. Few of us worry over how to squeeze more efficiency out of the development cycle or from the organization itself.
That’s your challenge for the day, week, and month.
Surely you’ve heard the buggy whip analogy. A business making those necessary items ignored the signs of progress and found itself without a market. Perhaps that happened to sword smiths upon the invention of the rifle, and certainly to the makers of cassette tapes upon the dawn of the CD.
I found myself in the middle of such a slow-rolling change twice in my career. First, in the late 1960’s (yes, I know, a long time ago), there were 31 phonograph record manufacturing plants in Southern California alone. By 1975, there were only two. That is sudden change, brought about by the fast acceptance of the cassette, which in turn gave way to the next technology, CDs, after a rather short lifecycle. Record plants were noisy, dirty places, using chemicals I can only imagine now rest somewhere in the ocean, to electroplate the “stampers” and press the records. Cassettes, in contrast, could be manufactured in small rooms with much less expensive equipment and no damage to the environment.
The second time I learned the buggy whip lesson was at the dawn of the personal computer age, and this time we guided our firm without a hitch from minicomputers to networked PCs, even growing the business as we gave up the lucrative $100,000 hardware sales in return for service fees to network our customers’ systems, install our database, and migrate to customer-purchased desktop and servers.
[Email readers, continue here...] Here it is, not so many years later, and the signs are more subtle yet, but the speed of obsolescence is much faster. Take for example, the public’s quick acceptance of Facebook, Zinga, Mixi, and other social networking portals, leaving early leader MySpace wondering what happened to their comfortable lead and large fan base. With rapid sharing of information and recommendations, a fickle public can change its mass preferences seemingly in an instant.
How do you spot the buggy whip trap and differentiate it from a simple business cycle slump? The answer is simple, but somehow out of reach for most senior executives and entrepreneurs. Micro trends may seem to be a whisper, as mini-trends follow with leading adopters making a bit of noise. It is those leading adopters who take the chance on new technologies, new companies, new styles, and new idioms. That is why so many larger companies pay specialty marketing firms to find, court, and listen to those individuals who lead the pack in taste and action.
For those of us who don’t have the resources to hire these expensive market trend-watching firms, there are more simple yet effective opportunities. Usually, technology and style trends begin with those aged between 15 and 23. And which of us doesn’t have at least one close relative or child at or near these ages? Have you ever asked for an hour of such a relative’s time to discuss what’s “cool” or “coming” or “must have” in their lives?
It is human nature to protect one’s investment of money, time and brand in an enterprise. That leads naturally to a resistance to change and inability to willingly move to replace your own product with something new that will kill its revenues.
But we all know that if we do not do it when offered the evidence of obsolescence, someone else will. So, are you investing in your own form of buggy whip product or service today?
Great executives and managers seem to intuitively know what they don’t know. But it is not at all uncommon to not even know what questions to ask.
How do you avoid being sideswiped by the new product you never saw coming, or by the “black swan” event no-one ever thought of – that might threaten your business?
Speaking with a roundtable group of fellow associates, most all of them CEOs, we addressed this question and spent an hour brainstorming how to protect against just such a lack of forward vision.
One CEO stated that she engages regularly in scenario planning with her executives, asking “what if” questions to explore the edges of the group’s thinking about everything from disruptions of supply to changes in customer taste to acts of God such as floods or earthquake. The group agreed that this is an excellent process, engaging the entire team and members’ experience to explore the unknown.
But what if no one in the group thinks to ask the pertinent question that leads to the most impactful unknown? What if that threat is outside of the experience of anyone in the room? What if no one knows what to ask?
[Email readers, continue here...] Another CEO chimed in with an answer that made us all think. Most every technology advance has been predicted in works of fiction years before the fact, he stated. Why not look to fiction for clues? From devastating events like tsunamis to future user interfaces predicted in such films as Star Trek or Minority Report, there are liberating clues within the experiences of most of us. Think of Flash Gordon or Dick Tracy, characters from many decades ago with communication devices that have not only come to life but have been far surpassed in reality. Tom Cruise’s virtual handling of graphics by hand movements came true only a few years later, even popularized as a game with Microsoft’s Kinect system driven by body movement alone.
Our frame of reference must be as broad as possible when asking “what if” questions to protect our future. Read more science fiction if you are involved in technology. Read more disaster novels to expand your thinking to the very edge, even if only for a minute as you examine what and how to react to the unknowns that are sure to someday challenge us.
As a manager, you have a number of critical tasks that are general to your position as opposed to specific to your industry. These include ensuring the continued health of the organization, setting the moral compass for your stakeholders, providing for succession by training and documenting, leading the effort in compliance of regulations and safety needs, and … elimination of all possible bottlenecks that impede the efficiency of your organization.
The definition of a bottleneck in your business is one that constricts the flow of work from one area to another in the flow of product or service through your organization.
[Email readers, continue here...] A bottleneck in your organization’s flow of product or service can happen, shift, or disappear quickly. Common to all bottlenecks are three factors:
- All product, labor, and cost before the bottleneck are impeded from creating maximum efficiency by being forced to slow output or build inventories. This is a costly loss for any business and one that should be a focus for your management as soon as identified.
- The bottleneck itself strains to keep up with demand, often to the point of reducing its own efficiency in the process of attempting to keep up with demand.
- All processes after the bottleneck are slowed for lack of flow into their zone of control and waste time, money, space and output, always resulting in reduced revenues and profits.
You can be the bottleneck. If people are waiting for you to respond to a question or make a decision about design, process, spending for a core need, or any of tens of critical decisions, you are creating a slowing or stoppage of work before you and idle resources behind you. If this describes you at any moment in your day, you should consider removing yourself from the bottleneck list by delegation, reduction of your non-critical workflow, or (heaven forbid) increasing your hours of production.
If failing to hire a critical employee is the cause of reduced efficiency, you must act quickly to either make an effective hire or alter the environment that creates the urgent need, all to remove that bottleneck.
And if an inefficient or undersized machine or department or process is creating a backup of critical path work flow, you must address this as an urgent matter whose cost is much more than the cost of the machine or person needed, but the amplified cost of the lost output it affects.
You, as a successful manager, must be attuned to and responsible for elimination of all forms of bottlenecks within your span of control. Watch for, and stamp out, all those you identify as soon as you find them. The effect of your action is magnified several-fold at the output stage of your business, leading to increased customer satisfaction and increased profits.
Reduce the emotion; reduce the threat of lawsuit.
You’ve certainly experienced the angry outburst from an associate or employee who has just learned of an event that the person took as “unfair,” no matter how rational the explanation by the decision maker.
Most emotional responses to decisions in business are generated not because the person making the response feels the decision was unwise, but rather unfair.
So I’ve created the “Fairness Doctrine,” as a stated element in the cultural fabric of businesses where I am involved. Simply stated, a decision or action that affects an individual must be made with consideration of the affected individual’s view of the fairness of that decision. This doctrine is a variant of “do unto others” but with a twist. The recipient of the decision in this case usually has little opportunity to respond in kind (“as you would have them do unto you”). It is this frustration coupled with the simple outcry of “That’s not fair!” – that can affect the culture of a company in ways never considered by the original decision-maker.
People sue others and their companies usually because they feel emotionally that they have been treated unfairly, not just because they were affected financially.
[Email readers, continue here...] Firing a person considered a key associate without any advance warnings or public revelation for the reason, such as the need to consolidate or downsize, is a good example of setting up such a groundswell of accusations of unfair treatment. Public dressing down of an employee in front of associates is inhumane and often generates a negative response from all who witness or hear of the action. Closing a highly effective department, shutting down a marginal company, canceling a promising project all are good examples of management setting up a visceral response of “unfair” among those affected.
I have often addressed the issue of maintaining the dignity of the individual in a business environment. The two are linked: the fairness doctrine and treatment of an individual with dignity, no matter how distasteful the decision implemented.
So my advice is to take the time to establish the reasons for pending actions – if not in an emergency environment. Speak privately to employees who are in danger of being fired, documenting the discussion to the employee’s file. Open up to the general group with facts that might later affect them, even at the risk of losing one or more to a hunt for a new job. Most employees and associates, treated with respect and dignity, will respond with understanding and lose the emotion that might have accompanied receiving the later news of a negative event.
In fact, many times over the years, I have seen whole companies rise to new levels of efficiency, creativity, and sense of urgency when informed of the alternatives being considered by a board or management.
At the risk of losing talent not targeted, it is only fair to treat people as intelligent beings capable of understanding the dilemmas faced by management, and sometimes able to find solutions to problems not seen by those in control.
How many of us have “hired” independent contractors over the years, a bit worried over the gray area between employee and contractor as defined by the IRS? I’ve experienced the results of a wrong decision, and the IRS and state agencies are not forgiving in their pursuit of penalties, interest and most damaging, assessing a company with the on both employer and employee taxes when reclassifying the person as an employee.
Yes, that’s right. The company must pay the employee’s portion of the taxes (and penalties on these) as well as paying those they would have paid if the person were an employee.
And the IRS has raised the bar on its test as to whether an independent contractor is not in reality an employee. So it is important – no really urgent – that we review some of the twenty – yes twenty – tests the IRS now uses to determine if a person is an independent contractor.
1. Contract for service: An independent contractor should work under a written contract with the company, defining the end result expected, time to achieve, lump sum or unit cost, ownership of intellectual property created and more.
[Email readers, continue here...] 2. Direction: The contractor directs itself, rather than being managed as an employee. And just as important, a contractor does not supervise any of the company’s employees directly. This is tricky when a contracted CFO assumes a position of directing an accounting department. Usually, in acceptable cases such as this, the contracted executive comes from a recognized agency with a history of paying its own employee taxes, health insurance, and other benefits. Without this protection, a contracted executive is suspect, even if working with more than one company at a time.
3. Integration: A contractor provides services which are not an integral part of the core business of the employer. This one is tricky. Is a contracted CFO an employee because the CFO job is integral? How about a contractor CEO? The person must pass all the other tests when one of them, such as this, crossed into the very gray zone.
4. Individual on the job: A contractor may hire a substitute without the company’s permission – although the company should then be able to terminate the contract with the contractor if the substitute is not acceptable.
5. Term: A contractor is hired for a specific project, usually tied to a time term. An undefined period of time favors the ruling as employee.
6. Reporting: Here is a surprise. The IRS wants to test that a contractor is NOT required to submit regular reports. Yet, most of us would want to have such documentation of progress other than an invoice.
7. Tools and materials: The contractor must supply his or her own tools. This is tricky when a contractor sits at your desk using your computer and your phone system all day.
8. Physical facility: The contractor must have its own “home office” even if in a bedroom, from which primary work is performed.
9. Works for more than one company: If such a person works only for a single company for any period of time, that person will probably be determined to be an employee. A contractor must make services available to the general public.
10. Termination: A contractor works under a contract – which means that an independent contractor cannot be “fired,” as long as results are satisfactory as defined within the contract of service.
There are more tests, but these are the ones most often used by the IRS. States add a few of their own; so beware. Pay contractors using account payable systems, not payroll services. Pay only upon receipt of invoices, not with regularly triggered checks or transfers of uniform amounts without invoice documents to back up the payments.
Many small or early stage company CEOs look for opportunities to cut cash drains, knowing that payroll is usually the greatest cash drain of all. The temptation to reduce that by fourteen percent or more by classifying a gray area employee as a contractor is very high. And that includes self-payments to a founder.
Founders working for a company are employees if they take regular payments, subscribe to company benefits, attend regular company meetings, or fail any of the tests above. The temptation to just draw cash and call it a loan, or document a year’s withdrawals with a 1099 is great, but highly risky.
There is nothing worse than a large tax bill and threats of a government agency seizing a cash account when a company cannot or does not respond with proper documentation or payment. And even a single year’s worth of transgressions, when added into a single tax bill with penalties and interest, can appear daunting to small and young companies.
Like payment of payroll taxes by incremental impound each pay period, as opposed to waiting until the last minute and making manual tax payments, it is a proper discipline of management to “take the hit” incrementally to protect the business from a catastrophic failure to pay a governmental agency any form of tax when and as due. Need we emphasize the personal liability of management AND the board of directors attached to tax payments?
Good management takes discipline and enough knowledge to prevent these possibly crippling errors in judgment that stem from decisions made to avoid or put off tax payments when accrued or due.