2. www.ioim.org.uk BECOMING AN INTERIM MANAGER Institute of Interim Management in association with Association of Chartered Certified Accountants London – 26 March 2009 © IIM 2009 All rights reserved

3. www.ioim.org.uk Tony Evans Director Tom Brass Chairman Institute of Interim Management

4. www.ioim.org.uk Agenda Taking The Decision Setting Out Your Stall The Regulatory Side Protecting yourself

5. www.ioim.org.uk Taking the Decision What is Interim management? Why do clients use Interims? The pros and cons of being an Interim What makes a successful Interim?

6. www.ioim.org.uk What is an Interim? A professionally qualified, independent practitioner who deliberately chooses to work as a supplier of specific skills, knowledge & experience applied with client-agreed, significant line decision making authority, on a fixed-term fee basis, for a specific period & scope of work.

7. www.ioim.org.uk What isnt an Interim? A Consultant: contracts to provide expert analysis & advice involving skills & perspectives which would not normally be expected to reside within the client organisation & facilitates client decision making A Temporary Worker: undertakes specific, usually straightforward tasks, for short periods, under supervision, & paid through payroll.

8. www.ioim.org.uk What isnt an Interim? Self Employed: A generic term used to refer to anyone not working for another organisation as an employee. They may or may not operate within a legal organisational framework eg Ltd or LLP Contractor: A person or firm who contracts to build things, or provide services, performing a specific task where the client is not liable to others for acts or omissions

9. www.ioim.org.uk What isnt an Interim? Parasubordinate or Economically Dependent Worker: Self-employed, working at their own risk Not subordinate to an employer Yet is economically dependent – They are more or less reliant exclusively on just one client enterprise.

10. www.ioim.org.uk Clients Use of Interims For Projects: 58% As a Locum: 58% For Change: 48% i.e: undertaking a lot of projects, to restructure and re-engineer, add new technology and implement new systems, often related to the need for change within their organisations.

11. www.ioim.org.uk Why Do Clients Use Interims? Clients say the key benefits of interims are, in order: Immediate availability: 80% Results focussed: 74% Introduce new skills & experience: 61% Hit ground running (overqualified): 56% Hands on approach to the role: 52%

12. www.ioim.org.uk Why Do Clients Use Interims? Clients say the key benefits of interims are, in order: No Long Term Commitment: 39% Skills Transfer: 37% (cf 69% by IMs) Quantifiable Cost: 31% Cheaper than a Consultant(!): 15% Less Threatening cf a Consultant: 6%

13. www.ioim.org.uk Client Industry Sectors 70%+ of assignments were concentrated into 8 sectors Financial Services: 17% Public Sector: 15% Construction: 8% Rail/Aerospace/Defence: 7% IT/Technology: 7% Manufacturing: 6% Food/FMCG: 6% Transport/Logistics: 6%

14. www.ioim.org.uk Client Role Demand 55%+ of assignments appear Finance relevant General Management: 20% Finance: 11% Project Management: 11% HR: 11% Operations: 10% Commercial/Sales/Marketing: 10% Programme Management: 9% Distribution/Logistics: 6% Turnaround/re-engineering: 5% IT: 4% Other: 3%

15. www.ioim.org.uk Interim Earnings 2008 Boyden Market Research: end 2008 Earnings: 17% > £150k 30% £100 – 149k 31% £75 – 99k 22% < £75k Average Fees: £742 per diem Average Contract Length: Initial period – 60 working days Overall – 170 working days NB: Top 8 providers delivered c.40% of UK intermediary market

16. www.ioim.org.uk Client Demand: 2009 Forecast Projects with Specific Skills/experience: 75% Drive Change: 41% Gap Management: 33% Alternative to Consultancy(!): 31% Flexible Resource with Tight H/count: 22% Unique Experience/Skill: 3%

17. www.ioim.org.uk Being An Interim Practitioner: Factors In Favour

18. www.ioim.org.uk Being An Interim Practitioner: Trials & Tribulations

19. www.ioim.org.uk What Is Required 1. Setting Up Limited Company VAT Registration Professional Indemnity Insurance Market Position Understand Relevant Regulation I.D. Your Company Service Providers Application for IIM Membership

20. www.ioim.org.uk What Is Required 2. Professional Skills What You Trade On CPD to Maintain Competence Maintain Quality of Performance Professional Body Membership

21. www.ioim.org.uk What Is Required: 3. Personal Attributes Interims and Permanent Employees Use the Same Range of Attributes So: Whats Different? Relative Strengths of Key Attributes

22. www.ioim.org.uk What Is Required: 4. Personal Attributes Successful Interims Require: FLEXIBILITY & ADAPTABILITY INDEPENDENCE & INTEGRITY RISK TAKING & JUDGEMENT PERSONAL CREDIBILITY & RAPPORT BUILDING LARGE LEARNING CAPACITY & STRESS TOLERANCE EXCELLENT COMMUNICATION SKILLS & PERSUASIVENESS VERY HIGH WORK RATE & OBJECTIVES DRIVEN BE AT EASE WITH ACCOUNTABILITY & RAPIDLY BUILDING EFFECTIVE WORKING RELATIONSHIPS PRIORITISATION, PLANNING & ORGANISATION IN VERY LARGE MEASURE

23. Setting Out Your Stall Defining your value proposition Routes to market

24. www.ioim.org.uk Defining Your Value Proposition Marketing: Arrgh – The 4 Ps Product (you) Position Promotion Price

25. www.ioim.org.uk Product/Service What are you offering? FD/FC/Mgt A/C Sector expertise? Particular Experience? How do you keep/enhance your Product Value? It must be clear for the client

26. www.ioim.org.uk Position What market segment? PLC; PE; SME; PS? What client Layer? Board; one –off; departmental; specialist?

27. www.ioim.org.uk Promotion How are you going to make yourself known to the client? Last employer stakeholders Own network: Personal; Electronic Personal contact Materials Message Format: electronic; hard copy Contracting out?

28. www.ioim.org.uk Price What terms do you seek? NB Contractual terms crucial How flexible are you? Variables such as situation; contract length; days per week; sector; skill required; geography.. What are your MOPs & MAPs?

29. Route To Market c. 70%c. 30%

30. www.ioim.org.uk The Typical Interim?

31. www.ioim.org.uk Being A Professional Interim Practitioner IF your priority for a career giving: Personal Freedom & Control Work Situations Holding Most Job Satisfaction More Frequently Overt Sense of Value Added to Your Client Increased Sense of Personal Worth No Glass (or any other material) Ceilings Independence of Company Politics (but not ignoring it) Is clear to you: See us, the IIM, and meet practising Interims for informal discussion and start networking today.

32. www.ioim.org.uk The Regulatory Side

33. www.ioim.org.uk The Regulatory Side Setting up in business – company or sole trader IR 35 Employment agency regulations opt out Money Laundering Regulations Directors

34. www.ioim.org.uk Company or Sole Trader? Company: Chosen by 90% of Interims Decision largely driven by Providers Providers prefer PSCs rather than MSCs Usually more tax efficient to take a mixture of salary and dividend Some limitation of liability But Compliance cost IR35 Income shifting

35. www.ioim.org.uk Company or Sole Trader? Sole Trader: Risk under Demibourne case removed by Income Tax (PAYE)(Amendment) Regs 2008 : Under Demibourne HMRC must assess client even where someone else in contract chain has already paid tax, and no credit given for that tax payment Regs allow HMRC discretion – the norm unless deliberate collusion to avoid payment of PAYE and NI But Employment Agency Regs opt out not available Unlimited liability Usually less tax efficient

36. www.ioim.org.uk IR 35 CLIENT JACK EMPLOYEE JACK SELF- EMPLOYED PROVIDER JACK LIMITED JACK

37. www.ioim.org.uk IR 35 Depends on employment status Badges of self-employment: Undertake projects not roles Carry risks (non payment of fees; rectification of errors at own cost; liability for negligence) Mutuality of obligation? Determine what needs to be done, when and how Supervision and control? Right of substitution/sub-contractors Own tools No notice period

38. www.ioim.org.uk Recent Cases (1) Dacas v Brook Street Can look across a three-sided arrangement Cable & Wireless v Muscat Arrangement artificial James v Greenwich Council Control, but no mutuality of obligation

39. www.ioim.org.uk Recent Cases (2) Dragonfly Consultancy Limited v HMRC Substitution Control Intention of parties Worker status

40. www.ioim.org.uk Lessons (1) Get the right terms in the contract Record statements of choice Use the right language Address mutuality of obligation Address right of substitution Address right to work for other clients in parallel New contract on extension/renewal, not rollover Try to ensure upper contract (contract between client & provider) mirrors your contract with provider

41. www.ioim.org.uk Lessons (2) Make sure reality = words Ensure client operates the contract terms in practice Avoid integration – Interims to be treated differently: supervision, presence/absence, holiday/sickness, discipline, canteen, staff events etc Carry employers liability insurance (to give reality to right of substitution)

42. www.ioim.org.uk Employment Agency Regs 2003 Opt Out Provider can only protect Interim to Perm finders fees if the Interim operates through a limited company and opts out of the Regulations If Interim does not opt out, his/her remuneration must be paid even if Client does not authenticate a timesheet or fails to pay the Provider For the opt out to be effective, it must in place before work is offered to the Interim by the Provider. Therefore requires a document separate from any formal contract for services

43. www.ioim.org.uk Money Laundering Regs Effective 15 December 2007 All transitional periods for registration with a regulator have now expired. So: It is a criminal offence to start or carry on regulated activities without a regulator already in place Regulator = ACCA or HMRC Practising certificate required?

44. www.ioim.org.uk Regulated Activities Providing accountancy services and/or tax advice Acting as a freelance director if: acting on nominee basis client operates in a high risk jurisdiction or a high risk sector and is not already supervised under the MLR or a public authority anywhere in the EU or a firm authorised by an EU public authority to act on their behalf where the only customers are also public authorities Arranging for another person to act as a director

45. www.ioim.org.uk Regulatory Requirements (1) Maintain registration current Establish & communicate your risk-based policies & procedures Customer due diligence Normally risk-based Be reasonably satisfied that clients are who they say they are = identity and verification Know who they are acting on behalf of – eg beneficial owners Simplified due diligence Enhanced due diligence

46. www.ioim.org.uk Regulatory Requirements (2) Ongoing monitoring of clients transactions Document / record Policies and procedures Customer due diligence Monitoring Report suspicions to SOCA Making reports Obtaining consent Beware tipping off

47. www.ioim.org.uk Further Sources of MLR Help ACCA – Search for money laundering on www.accaglobal.com/ www.accaglobal.com/ CCAB – MLR Guidance for the Accountancy Sector www.ccab.org.uk/. www.ccab.org.uk/ HMRC – www.hmrc.gov.uk/mlr/www.hmrc.gov.uk/mlr/ MLR 9 – Guide to registration (esp Chapters 3, 6, 7 & 8. See 6.1.14 & 6.1.15 for meanings of high risk jurisdiction and high risk sector) MLR 8 – Guide to implementing the requirements of the MLR SOCA – Report suspicions via www.soca.gov.uk/www.soca.gov.uk/ CCAB and HMRC documents have force of law

48. www.ioim.org.uk Directorship (1) S 288 directors De facto directors any person occupying the position of director, by whatever name called Shadow directors a person in accordance with whose directions or instructions the directors of a company are accustomed to act (but professional advice exemption)

49. www.ioim.org.uk Directorship (2) Duties of directors: General duties of directors – Part 10, Companies Act 2006 (ss170 onwards) Statutory duties (health & safety, competition law, filing accounts, tax returns etc) Insolvency Must exercise reasonable skill (measured by reference to peer group)

50. www.ioim.org.uk Directorship (3) Companies Act 2006 identifies seven duties: Act within powers (s171) Promote the success of the company (s172) Exercise independent judgment (s173) Exercise reasonable care, skill and diligence (s174) Avoid conflicts of interest (s175) Not to accept benefits from third parties (s176) Declare interest in proposed transaction or arrangement (s177)

51. www.ioim.org.uk Insolvency Directors Wrongful trading (IA 1986 s214) Personal contribution to assets Disqualification Officers (directors and managers) Misfeasance (IA 1986 s212) Personal contribution to assets Personal not collective

52. www.ioim.org.uk Insolvency Act 1986 …knew or ought to have concluded that there was no reasonable prospect that the company would avoid going into insolvent liquidation… (IA s214(2)(b)) …has misapplied or retained, or become accountable for, any money or other property of the company, or been guilty of any misfeasance or breach of any fiduciary or other duty in relation to the company… (IA s212(1))

53. www.ioim.org.uk Protecting Yourself Professional Indemnity Insurance Directors & Officers Insurance Keep your own minutes - ICON Suspect all non-routine transactions Watch your back – and everywhere else!

54. www.ioim.org.uk A Final Thought! It's only when the tide goes out that you learn who's been swimming naked Warren Buffett

55. www.ioim.org.uk T: +44 (0) 800 030 4716 E: info@ioim.org.uk W: ioim.org.uk