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The world of cryptocurrency saw more controversy this year with NFT markets collapsing, Sam Bankman-Fried being found guilty of a range of charges that could land him in prison for over 115 years, and Binance - the world’s largest exchange - agreeing to one of the biggest settlements in US history after violating anti-money laws and sanctions violations, by allowing terrorist groups to trade on its platform. And so cryptocurrency’s renaissance begins … Despite all the negativity, most cryptocurrency markets are up year on year in terms of price appreciation. This could be for a variety of reasons - speculation, artificial unregulated markets, or the maturity of the cryptocurrency industry increasing the confidence in the underlying asset. One element fuelling the fire of cryptocurrency markets is institutions looking to create financial products that allow traditional investors to get a piece of the virtual currency pie. Some of these include cryptocurrency spot exchange-traded funds (ETFs) or even the ability to gain crypto exposure in KiwiSaver. A cryptocurrency spot ETF is a type of investment fund designed to directly track the price of digital currencies like Bitcoin for example. It is a regulated and stock exchange-traded product, which means it is subject to oversight by regulatory authorities. In the U.S. this is the Securities and Exchange Commission (SEC), and would be the Financial Markets authority (FMA) if such a product was ever to launch on the NZX. Spot ETFs are typically structured to hold actual cryptocurrency, and investors buy and sell shares of the ETF which should mimic the spot prices of the cryptocurrency. Other opportunities already exist for New Zealand investors with the highest-performing KiwiSaver in terms of short-term (last 12 months) returns through Kouras’s Carbon Neutral Cryptocurrency Fund, with a one-year return of 66.52%. This fund invests in institutional investments that have direct bitcoin exposure. Allowing KiwiSaver investors to put up to 10% of their portfolio into this. It is definitely for those with a more aggressive growth strategy with the fund's Statement of Investment Policy and Objectives (SIPO) outlining the fund “is only appropriate for investors that have a very long investment horizon and who are willing and able to withstand significant volatility. The Fund is expected to deliver a 50% loss every 1-2 years.” While these developments demonstrate how the industry is maturing, this evolution contradicts the founding principle of cryptocurrency: decentralisation. Bitcoin and other digital currencies were never intended to become investment assets sold on a stock exchange, unlike these newer products which rely on centralised institutions controlling and holding large amounts of cryptocurrency. It’s time to start regulating the renaissance All of this points to a growing imperative for regulatory intervention. A hybrid strategy is being explored by The Reserve Bank of New Zealand (RBNZ) to impose regulations on products that inherently have a lack of regulatory oversight. It has proposed a regulatory approach for the opportunities and challenges of new forms of private money like crypto assets. Having experienced the challenges of a deregulated market during our work liquidating failed exchanges like Cryptopia and our views about stablecoins (a type of cryptocurrency), Grant Thornton New Zealand submitted an alternative approach in a submission to RBNZ. Our perspectives recognise the potential significance to private money that stablecoins could have in the current financial landscape. Having seen the wild west of cryptocurrency, we remain advocates of the potential benefits of Distributed Ledger Technology (DLT) to revolutionise the financial industry. To advance products based on this technology, there is a need for robust regulation and risk management to protect New Zealand's monetary sovereignty, and to maintain trust in the global monetary system. Given the global nature of cryptocurrency, we believe that a coordinated, international approach is necessary to effectively address these risks. On 30 June 2023, RBNZ published the outcome of its public consultation. The submissions reinforced RBNZ’s view that there are significant risks and opportunities with treating virtual assets as money. They have now decided against proposing a regulatory response at this point in time. Another reason outlined for taking a cautious approach lies in regulatory developments globally. There is likely to be real advantages to aligning crypto asset regulation throughout the world. As various overseas regimes are implemented, best practice for regulating crypto assets may become clearer. This was reflected in our submission which stated the limited adoption of these new forms of private money including cryptocurrency means it is too early to develop a robust and futureproof approach to capture all potential risks associated with a new form of private money. The UK is signalling they intend to regulate crypto activities in 2024 through formal legislation. Australia is currently running a consultation process for making crypto exchanges and digital asset platforms subject to its existing financial services laws; this will require platform operators to obtain an Australian Financial Services Licence. These developments mean the RBNZ may be forced to change tactics and follow global changes. In the meantime, we will have to see what 2024 brings in the world of cryptocurrency.

Too few New Zealand businesses are making good use of advisory boards. Used effectively and with the right people involved, an advisory board can solve problems, fill knowledge gaps and help to maximise growth and profits. In a complex and volatile business environment, advisory boards can help steer your business through choppy waters. Executive teams are increasingly faced with problems that fall outside their day-to-day areas of expertise, and advisory boards provide independent advice about how to navigate tricky times. What makes an advisory board unique? Many large businesses have a full constitutional board, which has decision-making power for the company. The members of a traditional constitutional board have fiduciary responsibilities, and their role tends to focus on compliance, risk management, and monitoring business performance. If they work on problem solving or growth strategies, it’s typically from a top-level strategic perspective. Risk minimisation is a priority. In contrast, an advisory board has no decision-making power and the members don’t have the same duties as the full board members. Its focus tends to be on maximising profits and growth, solving problems, and acting as a sounding board – sometimes down to quite detailed levels of execution. Advisory board members often identify market opportunities and provide network links that can support the company’s expansion. The priority is capitalising on opportunities and how to iron out problems. An advisory board provides suggestions, observations and ideas to those making the day-to-day decisions about the company. Those decision-makers can then decide whether or not to act on that advice. The advisory board is both an alternative to the traditional constitutional board and a complement, so you can have one without the other or both. We know advisory boards can be effective Research about advisory boards demonstrates their effectiveness: A survey of businesses leaders found 95.7% believed their advisory board added “real value” to their business, according to The Alternative Board. Advisory boards help businesses avoid costly mistakes; broaden knowledge and skills; and provide a sounding board; among other benefits, according to research by the Business Development Bank of Canada. A Columbia University study revealed advisory boards help organisations “remain innovative and at the forefront of their industry”, and found although board members’ experiences of past failures didn’t prevent all failures, it did minimise the probability of failure. Another US study found an inter-professional advisory board can broaden perspectives within an organisation and lead to new insights. Does your company need an advisory board? An advisory board certainly isn’t a requirement for every business. First, the company needs to have reached a certain size. Beyond that, your business could benefit from an advisory board if: your it is growing or looking to grow you want to raise funds you’re aiming to build strategic partnerships the business is facing a major change of direction, with new products or expansion into new markets the owners of the business are in the process of succession planning the business is, or soon will be, for sale. An advisory board will raise the level of strategic conversation, and it can be the difference between business as usual and an extremely valuable, highly saleable organisation. Building an advisory board You don’t need to launch an advisory board in a single push. It can begin with a single advisor – perhaps your lawyer or accountant. Alternatively it might be someone who knows the market you’re considering moving into for instance, or a person who understands the specific staffing challenges you’re facing. From there, you can build an alternative advisory board. It might include a key person from within the business, possibly the managing director, chief executive or owner. Ideally you want an independent chair with two or three external advisors. Members of your advisory board should be carefully selected to ensure they have the right skills. Identify areas where your company lacks knowledge – for example, it might be insights into a particular country, marketing campaigns, or recruitment. As the company grows, the informal advisory board can move to a more formal set-up. This means having a board charter, rules for the board members and a code of conduct. It’s vital members clearly understand their own role, and everyone else’s roles on the board and within the business. Ultimately, depending on the size and complexity of the business, you may need to establish a constitutional board in time, to ensure the company meets its regulatory and compliance requirements. Even then, having an advisory board means you can continue to have those valuable conversations about how to grow the business and solve thorny issues. Advisory boards are an investment in your company Maintaining an advisory board isn’t free, but it’s a genuine investment in the business. With independent advice, the leadership team can gain a different perspective on an issue. For example, one of our clients owned a company that had been highly successful and grown rapidly, before hitting head winds. It was clear some difficult decisions had to be made but downsizing can feel like you are failing. The process was nerve-wracking for the owners. It was with the support of the advisory board the client was able to make a long-term plan, put the downsizing into perspective, and make the tough choices. Now the business is well set up to survive the tough times and will be ready to grow again when the market picks up. Usually, though, it’s not during a quantum shift that an advisory board proves its worth. It’s an accumulation of small changes. One client is currently leveraging their advisory board to help develop their management team’s effectiveness; to clarify their purpose and vision; and to identify strengths within the business. An advisory board is the ideal forum to explore opportunities, problem solve, and seek counsel. It’s a way for a business to invest in its future and improve accountability of the management team.. It can bring in knowledge, experience and capability where and when it’s needed. In a time of high volatility, an advisory board has never been more valuable. This is an ideal time to establish an effective advisory board to help you navigate your business through these uncertain times and into a successful future.

Here comes the new year, and it would be lovely to think 2024 will be smooth sailing compared to the past three years. Unfortunately, that’s almost certainly not going to be the case. Instead, volatility will continue to reign as the pace of change only speeds up. Reflecting on 2023, most would agree it was a tough year, and those challenges are not going to disappear over the Christmas holidays. Businesses will continue to face cost pressures, high interest rates and staff issues in 2024. The world has fundamentally changed since the pandemic; buying patterns, financing, and technology have all been transformed. As a business decision-maker, not only do you need to get your head around our new economy, you need to do it while also tackling whatever new hurdles are thrown in your path. How can you help your business survive and thrive in 2024? The answer is simple: you must be ruthless. Start by building resilience When the economic landscape is in permacrisis, it’s essential to make your business as resilient as possible. To make sure you can ride the wave in 2024, you need to ensure your cashflow is reliable and predictable, and you must manage your costs. Look ruthlessly at your spending and outgoings to find efficiencies, while tightening your terms, invoicing and debt management processes to improve cashflow. The key is knowing what your cashflow is. Let go of underperforming products and services Cost-benefit analysis is valuable here as you decide what to let go. Crunch the numbers and identify parts of the business that aren’t providing strong and reliable profits, both historically and into the future. Ask yourself tough questions about those underperforming strands: ‘Why am I continuing to sell this product or service? Is it dying and do I just need to cut it out? Am I continuing to serve legacy customers because it’s in my comfort zone or I feel an allegiance to the past? Will I get a better return by investing the same amount of time and energy on something else?’ Cut out your D clients The Pareto principle, aka the 80-20 rule, says that 80% of your profits will come from 20% of your clients. Most businesses find this principle applies. This is an old exercise but an effective one: look at your client list and grade each one from A to D. Your A clients are the most profitable ones who are the best to deal with, and your D clients are the lowest-value, most headache-inducing to work with. It’s time to cut out your D clients and focus your energy on keeping, growing, and finding new A grade clients. Jettison outdated stock After the inventory rollercoaster of 2020 and 2021, some businesses are still sitting on outdated stock. Sell it if you can, provided you don’t cannibalise your own clients. In other words, don’t sell a cheap old item to a client who might otherwise buy a profitable new item. Instead, try to sell it to a market you’re not involved with. One of my clients was able to shift a huge amount of product to a dollar store, preventing the business from undermining itself. Otherwise, look for a way to give the stock away, or even better - recycle it if you can. Take legacy technology off life support Legacy technology is a drag on any business. We see it in government departments and large businesses, where slow, patchwork systems take hours to complete tasks that could happen almost instantly with up-to-date tech. Getting rid of desktops and landlines, and moving to the cloud, makes your business more resilient and cuts ongoing maintenance costs. Get the experts in to help your business transition to the cloud in a way that will work for your organisation – you should be able to find some significant efficiencies. Embrace AI The point of making all these cuts and cost savings is not only to boost your profitability and resilience. It will also free up funds so your business can be ready for the future, because any company not embracing AI will be left behind. As the pace of change increases, firms that embrace change, and have the knowledge and information to handle it, will accelerate their growth. Firms that keep doing what they’ve always done will start to fall behind. Eventually the gap between non-adopters and their AI-savvy competitors will become too wide to bridge, and the non-adopters will drop away. There will be some high-profile receiverships, but in general these failures won’t happen with a big bang. It will be death by a thousand cuts as small operators decide they’re too tired to keep fighting fires, decline to renew their leases, and let their companies wither away. Open that window of opportunity Skills shortages are already on the horizon for many industries, including accounting where the number of graduates is down by 40%. Overall university enrolment in New Zealand fell in 2022, in line with Australia and the USA which have also seen lower post-pandemic enrolment levels. When there are too few people to do the work, technology is filling the gap. We’ve seen this in our own horticulture industry, for example, where automation is being developed to pick fruit so we don’t need to rely on itinerant workers. And automation is much easier to apply to repetitive data-driven tasks – it will take over many of the drudgework elements of traditional roles undertaken by accountants, lawyers, managers or human resources. With the dreariest parts of the job outsourced, your business will be more efficient, and you and your team can concentrate on the kind of problem solving that needs a human brain - unlock that potential! Find accelerator opportunities The opportunities for innovative accelerators will be massive. Right now, as we head into 2024, we have a window of opportunity. This is the time to make change and prepare for a fast-changing future. By being ruthless now, you can set up your business to seize these opportunities when they appear. You can redivert resources to allow you to invest in technology so you’re better prepared for change and more resilient to challenges. The choice is stark when considering the outcomes. If you do nothing, your business will suffer and potentially dwindle away. But by changing the way you operate, you can become one of the accelerators, dominating in your niche and leaving your competitors behind. There is no middle ground.

As a long-time board member, I’ve learned a lot about the difference a well-functioning board can make to the success of an organisation. I’m currently a Chair/Trustee for a national not-for-profit (NFP) that helps young people to thrive, develop confidence and positively contribute to our communities. It’s wonderful to see what can be achieved for our young people through an organisation with an effective board and team. Based on my own experiences, these are my tips for NFP board members. Align your board appointments with causes you are passionate about For most NFPs, board members are unpaid, so being personally aligned with the purpose of the entity is essential to keep you motivated and engaged. Volunteers who lack engagement won’t add value to the charity’s mission, purpose and overall impact. If you don’t feel strongly about the cause, leave the board position for someone who has the passion needed to be productive and enjoy their role. Foster a positive environment where everyone can express their opinions If nobody is willing to speak up with different opinions and ideas, you will make very little progress. Equally unhelpful, but more stressful, is a meeting filled with conflict, where everybody disagrees and no consensus can be reached. You need to find a balance. All boards will have times where there isn’t consensus. The key to achieving a resolution starts with everyone feeling comfortable about expressing their opinions regardless of whether they’re popular. This involves creating a safe environment where everyone has the freedom to be authentic and bring their true opinion to the table. I have personally experienced times where there have been disagreements among board members. When this happens, everyone needs time to express their views, and to respect everyone’s differences in opinion. This way, a consensus is reached faster, and when everyone supports the final decision it’s an extremely positive experience. If you bring a problem, also bring a solution It’s not uncommon to sit on a board or committee with someone who likes to turn up and throw a problem or two on the table. This negativity will make everyone else feel like there’s an extra weight on their shoulders as they try to solve the problem. A far more powerful and productive approach is to by all means raise your issue, but also put some thoughts together about potential solutions to show that you are willing to work collaboratively as a team to find a resolution. Encourage diversity of thought Diversity isn’t just about ticking boxes. It’s not about ‘Do we have a woman on the board?’. It’s about ‘Is the person opposite me going to challenge me? Are they going to bring different perspectives and see the issues through a different lens?’. Look for people who fill gaps in thinking or perspective to help represent various points of view, so you can cover as many angles as possible and ultimately get the most out of every discussion. Roll up your sleeves and get involved Boards for large businesses might be purely strategic. But NFP boards need more than just top-level engagement. As a charity trustee board member, expect to roll up your sleeves and delve into operations from time to time. If your approach is, ‘That’s not really the role of the board, I don’t want to help with that,’ you’re not likely to win any friends as the rest of the board members knuckle down and start working on day-to-day problems. It can also give you some useful insights into the culture and operations of the organisation. Be prepared for each meeting When board members arrive at a meeting without doing their homework, it means they’re not able to contribute fully to the conversation. Ensure you are prepared for every meeting, whether that’s having ticked off your to-do list, read the paperwork, or researched the topics that are up for discussion. And it’s not enough to be physically present, you also need to be mentally present and engaged. If you’re daydreaming or playing wordle during meetings, you’re not bringing much value to the organisation. You also need to be prepared to dig deeper and go beyond what is presented to you. For example are you following the board’s rules and workplan? Or, is there anything missing from the agenda that you need to raise? Follow through on your commitments Board members who turn up at each meeting having ‘forgotten’ to do what they promised impact the whole group. Be accountable and reliable: if you say you’re going to do something, get it done. It’s hard to push volunteers to complete work; the charity has no leverage to make you achieve everything on your task list. It falls on you to walk the talk, do what you have promised, and cast a positive leadership shadow. Be selective when recruiting new members Recruiting for an unpaid position can mean small charities take whoever they can get. However, ideally you don’t want to simply sign up the first person who expresses an interest. A bad apple will rapidly make the whole board dysfunctional. Try using a formal skills matrix to identify areas where the board needs extra expertise, then recruit for those specific skillsets. This has the added benefit of everyone knowing their position on the field, so to speak. For example, on my current Board financial issues come to me; legal issues to the lawyer; HR issues to the HR expert. It creates clear roles and happier board members. You can also trial prospective members. Try to find out if they will be a good fit, by inviting them to a meeting to see whether they’re prepared, engaged and passionate. Use trustee rotation for fresh perspectives There should be an exit strategy for board members as it will need fresh blood, the members may want to move on, and it provides an opportunity to disestablish members who aren’t bringing value to the organisation. New members prevent the board from becoming stale, bring in new ideas, and provide extra knowledge and skills. Getting it right leads to better outcomes for everyone As a trustee I have found my board role extremely rewarding. You can make a big impact on the community by donating your time and professional expertise. If you can get it right, being on a well-functioning board will be an enjoyable experience for you and your co-trustees, boosting your personal development and driving better performance and outcomes for a cause you are passionate about.

Some years ago, I remember someone bemoaning New Zealand business owners’ lack of ambition. This person said when owners have grown their businesses big enough to start to look overseas they then sell, as long as the sale price would allow them to join the Triple “B” and buy a bach, a BMW and a boat. Although I hadn’t heard of this club before, the point that stuck with me was the comment about the real value of a company being unlocked globally by its new owners. I think things have moved on significantly since then with New Zealand companies such as Seequent selling for $1.46 billion, Ziwi for around $1 billion and Partners Life also for $1 billion. Certainly, a lot more that a ticket to join the Triple “B” club! Gone are the days when companies sold for 3-4 times EBITDA (earnings before interest, tax, depreciation and amortisation) or maybe 7-8 times EBITDA if the buyer had Australian pension fund money looking for a home. Deals like Seequent are not referable to EBITDA at all, with technology companies increasingly being sold at multiples of sales instead – sometimes up to 45 times sales and beyond. How to get the best bang for your buck when selling your business While you are sitting at the beach or lake over Christmas, thoughts of selling your company may cross your mind. If so, there are lots of things you might need to start thinking about. Firstly, get sale ready. When a company is sold, there will almost certainly be some level of due diligence – typically covering finance, legal and tax. A buyer doesn’t want any nasty surprises. Preparing for this will involve ensuring everything is in order – making sure all agreements, processes and procedures are documented and all information likely to be needed is collated and ready to provide. Some businesses plan for this several years ahead and look to have their annual accounts prepared and audited. These actions, though worthwhile, are generally house-keeping tasks and won’t necessarily increase the value of your business. So what can add value, or at least bump-up the multiple of earnings that a purchaser is willing to pay? When it all boils down, the value of a business is based on the demonstrable track record of sustainable earnings, or the prospect of growth in earnings in the future - or, ideally the combination of both. Therefore, being able to prove the reliability of your revenue and profits, and the strength of your position in the industry is worthwhile. It’s also important to have a well thought out set of financial projections which demonstrate the growth prospects for the business and how these can be achieved. Is growth going to come from the existing product base, new product development or bolt-on acquisitions to increase presence and market share? How much will this cost, and what are the potential returns if actioned? The other key question a purchaser will want answered is around people, and most specifically you! What does the business look like with you – are key customer and supplier relationships shared across a management team, meaning your exit from the business is not detrimental to its performance? Answers to these questions are usually presented in an Information Memorandum (IM), a short sales document used to market the business to prospective purchasers. Detailed sell side due diligence reports can also be provided to prospective buyers. While this won’t generally stop buy side due diligence being undertaken, it can help buyers get to the heads of agreement stage more quickly and ensure all the information and materials are ready for due diligence questions. Once a heads of agreement (high level terms likely to be reflected in any future sale and purchase agreement entered into) has been signed, a buyer will typically be granted a period of time where they have exclusive rights to undertake due diligence, and formalise a contract and purchase price. If they decide to proceed, the buyer will submit the first draft of a sale and purchase agreement. The buyers and seller will negotiate the terms of the sale and purchase agreement with the document going backwards and forwards between the buyer’s lawyers and the seller’s lawyers. The document may go back and forwards several times while clauses are negotiated. Will you sell shares or assets? A business sale can involve shares in the company or its assets. The advantage of a share sale for the seller is they can walk away and often the sale proceeds are a tax-free capital gain. The disadvantage for a buyer is they inherit any “skeletons” buried within the company not identified during due diligence. Often the sale and purchase agreement will seek to put some of these risks back on the seller in the form of vendor warranties and indemnities. Under warranties and indemnities, the seller will have to refund part of the purchase price if specific things are identified or occur. Where the seller still wants to draw a line in the sand and not have to worry about warranties and indemnities, it is possible to obtain warranty and indemnity insurance. This is specialist insurance, and a premium is paid to the insurer to transfer the risk arising from warranties and indemnities post sale to the insurer. Typically, the warranty and indemnity insurer will want to review all due diligence reports and may require further due diligence to be undertaken or exclude certain risks. Where business assets are sold, the company’s past stays with the vendor with the business being transferred into an existing or new company owned by the purchaser. This involves changes of ownership of assets, assignment of business contracts and the transfer of employees. It can also involve the purchaser assuming agreed liabilities, such as leases and employee entitlements like holiday and sick pay. When business assets are sold, the vendor will need to wind up the selling company to access any capital gains tax free. What about tax? Purchase price allocation Purchase price allocation is where the parties agree what portion of the overall purchase price is allocated to the various assets acquired and liabilities assumed. This is a key area for negotiation. A purchaser will want to allocate as much of the purchase price as possible to items which will be tax deductible either upfront or at some point in the future, such as plant, patents and trading stock. The seller will want to allocate as much of the purchase price as possible to non-taxable items such as goodwill and trademarks to increase the amount of non-taxable goodwill that they realise. There is generally a natural tension between the seller’s best outcome and the purchaser’s best outcome, so Inland Revenue will generally accept the purchase price allocation agreed between unrelated parties as being a fair market price. GST The purchase price will be either inclusive of GST or have GST added on top. Generally, a seller will insist on the purchase price being “plus GST if any”. The purchase price can be zero rated for GST in certain circumstances, such as where an interest in land is included in the sale (ie, a lease) or where the sale is made to a purchaser outside New Zealand. GST zero rating can also apply to a going concern, ie, where what is being purchased is able to be operated on its own immediately after the purchase is complete without adding anything to it. As most business require premises, it is generally quite hard to have a situation where there is a going concern which isn’t already zero rated for GST due to an interest in land being transferred. There are many more things to consider, and if you are considering selling your business you should get your house in order sooner rather than later. There may be significantly more at stake that membership in the Triple “B” club!

If you only make one security tweak to your business, it should be this: turn on multifactor or two factor authentication. Multifactor authentication (MFA) is a simple change that can massively improve data protection. Without it enabled, your business or Not for Profit organisation could be in breach of the Privacy Act depending on the type of information you hold. What is multifactor authentication? Multifactor authentication means accessing a particular app or system requires more than one method of identification. Without MFA, you log on via one device, with a single set of credentials. MFA requires more from users based on three factors: Something you have, like a smartphone or a secure USB key Something you are, like a fingerprint or facial recognition. Something you know, like a password or PIN. For example, to log into Xero online, you enter your email and password. With MFA, you then need to confirm your identity another way – such as on your phone via the Xero app. If MFA is enabled for Microsoft Outlook and you log on using a device that isn’t trusted, you will also need to enter a security code that has been sent to a trusted email account or phone number. Whether it’s a text code, a fingerprint or a phone confirmation, MFA ensures more than one ID method is required to get into your important data. Most platforms and applications give you the option to switch it on through your security settings. It seems inconvenient – why would you bother? Single-factor authentication can make it much easier for a cybercriminal to compromise your bank accounts, accounting software, or business systems from anywhere in the world. All they need is your email address and password, which might have been stolen or leaked, or gained through phishing. With two-factor authentication, it becomes exponentially more difficult for malicious users to get access to your systems. According to Microsoft, there are more than 300 million fraudulent sign-in attempts on its cloud services daily: “All it takes is one compromised credential or one legacy application to cause a data breach.” It estimates that MFA can block more than 99.9% of account compromise attacks. If that seems too high, perhaps it is, but MFA is still highly effective; Google says its implementation of MFA halved the number of account compromises. When you have MFA enabled, it’s less concerning if your password is leaked or compromised. That alone won’t be enough to allow a hacker to gain access. Without MFA, you’re probably in breach of the Privacy Act The Office of the Privacy Commissioner recommends all organisations, regardless of their size to introduce MFA. When a breach occurs, one question often asked is whether an organisation has taken reasonable steps to protect the data they hold. If it is deemed the organisation did not take reasonable steps to protect its data, this could result in a breach of the Privacy Act. What’s reasonable depends on the size of the organisation breached and the scale and sensitivity of data it holds. No matter how small your business or charity might be, it almost certainly holds some personal information. It might be as basic as a list of members’ names, phone numbers and email addresses. Or perhaps it’s a more complex customer management system that includes payment details, health information or biometric data. As such, implementing the MFA is no brainer. Under the Privacy Act, every organisation or individual that holds data must collect it appropriately, keep it safe and allow the people it concerns to be able to access it (for more details, read the Privacy Principles). The Office of the Privacy Commissioner describes two-factor authentication as a bare minimum for small businesses or organisations that hold digital information. Without MFA in place, if someone unauthorised accesses your business data, you are likely to be in breach of the Privacy Act. This could lead to a penalty under the Act starting from $10,000; the most ever awarded is just over $168,000. The risks of a data breach go far beyond penalties, though. Your organisation may also experience potentially huge financial losses, reputational damage, and be forced to shut down. We know of one instance where a small online business experienced a data breach, and the cost of remediation and compliance was so high that dissolving the business was the best outcome. Cyber incursions are such a significant risk it’s hard to overstate their potential impact – yet many organisations are unaware of their responsibilities and risks. It’s all part of everyday risk management Cyber security can feel like a particularly thorny specialist topic that sits outside business as usual. But there’s a better way to think about it – cyber security is simply another risk management activity. It’s not separate or unique or different to other risks in your business, so managing it should equally be an everyday task. This means switching on MFA and getting everybody using it automatically, as well as keeping up to date with software patches and managing passwords effectively. Simple steps like these go a long way to protecting your organisation from breaches. In some cases, you might need to switch platforms to be able to access MFA for your organisation. We also occasionally see small regional organisations in areas that are digitally excluded, which can make this tricky. There may be workarounds available, or alternative platforms that can help. Create awareness and provide training We know that it can feel inconvenient to add MFA to apps you use frequently. If those who use your systems don’t understand the importance of using MFA, they may find this extra effort irritating, or try to switch it off. It’s essential to have all users on board. Education is the key – you need to explain to everyone why MFA is vital and why it is well worth the additional effort. You need to create awareness and provide training. According to research by Verizon, 82% of all cyber attacks “involved a human element”, and phishing scams still dominate social engineering attacks. We know that many small and medium enterprises and Not for Profits, don’t have in house IT and cyber expertise, however, being small or local doesn’t exempt you from the Privacy Act, so you still need to make the effort to not only enable MFA, but to understand your obligations under the Act, establish cyber security policies, and incorporate MFA into your overall approach to risk management.

Becoming a trustee for a local charity is a wonderful step to take. You’re doing something meaningful for an excellent cause and you’re helping make the world a better place. However, if you are considering becoming a trustee of a charity, go in with your eyes wide open. It’s vital to understand these roles come with certain responsibilities and duties. Although trustees generally have the very best intentions, some inadvertently don’t follow the rules. These issues are particularly common with new trustees, or people who don’t have any experience with governance or running an organisation. People are enthusiastic about becoming a trustee, but don’t fully grasp the obligations that come with their new role. Five mission-critical areas of focus for trustees Do you know how to play by the rules? Every charitable trust has a board of trustees, comprised of at least two trustees. The board will likely operate under a Trust Deed. The Trust Deed typically sets out the following rules and guidelines including, but not limited to: the organisation’s charitable purpose the structure of the board how to appoint and remove trustees trustee duties and obligations how the board will operate how trust assets will be managed. As a trustee, it’s your responsibility to make yourself familiar with the Trust Deed and ensure the rules are being adhered to. Don’t assume that what the trustees have done in the past is compliant, or that trustees who have been on the board longer than you have this under control. The charity rules are readily available to trustees and to the public on the Charities Services website. Do you understand the sector’s legal and regulatory environment? When you become a trustee, you may be signing up to legal obligations such as becoming an employer, being party to contracts for services, as well as needing to lease property, plant and equipment. You need to be aware of what you are signing, and how these obligations impact you as a trustee, or even how you can become personally liable under these contracts. For example, if you sign a long-term lease and the trust cashflow is insufficient, are you liable for this cost as a trustee? There will be certain laws and regulations that apply to your charity, and you must be across all of these to avoid the financial and reputational risks of non-compliance. For example, our latest research report about the sector revealed that while 90% of charities surveyed are aware of the Privacy Act 2020, over a third hadn’t aligned their policies with the new legislation, and only 22% had reviewed third-party contractual agreements with providers who store or process personal information they receive from these organisations. A further 40% didn’t have a suitable privacy officer in place – a key requirement for any organisation that holds personal information and data about people. It is important that you understand and comply with your obligations under the Charities Act 2005, Trusts Act 2019 and the Charitable Trusts Act 1957 where relevant. I don’t need to worry about tax – do I? This is a big yes for all trustees. Many tend to know charities are exempt from tax provided the charity has met the requirements of the tax exemption process, but they don’t always understand this is only limited to income tax – it’s not a blanket exemption. Trustees must continue to consider and comply with other indirect taxes such as Goods and Services Tax (GST), and Employee Deductions (PAYE). Why does my charity need to confirm how it spends money? If your trust applies for grants, these often come with obligations to undertake accountability reporting. When you apply for these grants, they are normally tagged to cover a very specific type of expenditure, and declarations are often required at the end of the funding period to confirm the money was spent in accordance with the conditions of the grant. There’s also a flipside to each coin a charity has to spend – and this involves demonstrating funds are invested in advancing the cause of the organisation. Our research contained a word of caution for charities carrying large reserves, as this requires the need to articulate to all stakeholders and funders why the reserve are being held and what they’re going to be used for. In fact, last year’s Charities Act review recommended organisations with annual operating expenses over $140,000 will be required to disclose information about the reserves they hold, and why they hold them. This information will also be available to the media and general public. Are you confident around finances and understand your reporting requirements? From time to time we see challenges arising from trustees who lack confidence when it comes to finances including year-end reporting. This could include not having an audit when required by legislation or your own deed. The trustees must understand their charity’s financial metrics, how they align with their charity’s strategy and goals, and how they link this information through into the statement of service performance. Charities are obliged to file an annual return with Charities Services. This is due six months after balance date. These disclosures will include: Ensuring the charity’s contact details, purpose, structure, and officers’ details are up to date, and providing details of paid and unpaid work undertaken for the charity. The trustees must present the charity’s financial statements which must be compliant with the relevant reporting requirements. There are different tiers of reporting which are fit for purpose depending on the size of the charity. You must confirm you have prepared the financial statements according to the required reporting tier. Some charities will require these financial statements to be audited. This may be governed by the Trust Deed rules, it may be a requirement of the funders of the charity, or it may be a legislative requirement due to the size of the charity. The financial statements will likely need to include a Statement of Service Performance, a report which uses both written and numerical information to demonstrate what were the outcomes of the trust’s activities for the year. What are the potential outcomes of getting it wrong? Your organisation could be the subject of a Charities Services review. Much like a tax audit, this would be a fairly labour-intensive and costly process. You certainly want to avoid this if you can. You could also potentially lose your charitable status. This would be catastrophic, as your entity is then liable for income tax and donations would no longer be tax deductible to your donors. Even minor mismanagement by trustees can lead to reputational damage. People like to donate to well-managed charities, because it gives them confidence their funds are being put to good use. If the community loses faith in your organisation, it could lead to a major reduction in funding, donations and volunteers, and other organisations may no longer wish to be affiliated with yours. Financial reporting compliance is not only a problem for charities, but will increasingly be a concern for incorporated societies under the new requirements. You should by no means be discouraged from becoming a trustee of a charity. You just need to ensure you know what the obligations of your new role are, so your efforts strengthen the organisation rather than steering it into choppy waters.

Most Kiwi businesses are keen to reduce their carbon footprint – but the cost can be prohibitive. Unfortunately, the environmentally-friendly option isn’t always the cheapest. It would be wonderful to see the Government step in and provide affordable financing for decarbonising the business sector, because we know this could work. There is the GIDI fund, but this is typically for large projects ($300,000 plus) being undertaken by major manufacturers and processors. There isn’t much available for the vast number of small and medium enterprises that make up the majority of Kiwi businesses. Our major banks, though, have stepped up to provide some options. There are now sustainable lending products available to qualifying business borrowers of all sizes, with lower interest rates for projects that will improve your company’s sustainability and/or carbon footprint. These can be a win-win-win: they help your business cut emissions, support the bank’s own sustainability targets, and they improve national energy efficiency. 8 types of projects that are likely to qualify The major banks all offer sustainability-linked loans and while their criteria differ, these are typically the eight types of projects that will meet the eligibility criteria at some or all of those lenders: Energy efficiency improvements. Investment in products and technology that will reduce energy consumption, such as switching from incandescent or halogen lighting to LEDs. Green buildings. This might include installing a digital energy management system or retrofitting a more efficient heating and ventilation system. Waste minimisation. Adhering to the principals of a circular economy by designing out waste at every stage of a product’s life cycle. This might mean using more recycled materials in packaging for instance, or making the product more recyclable at end of life. A loan could fund new equipment or materials, or go towards changing the manufacturing process. Process heat. Typically converting boilers from coal or natural gas to a cleaner energy source such as biomass or electricity. Renewable energy. Generating green energy; usually installing solar panels. Clean transportation. Switching from internal combustion engine vehicles to fully electric vehicles (EVs). This could also include resources to make the change such as installing EV chargers. Sustainable land use. Restorative agriculture, forestry and fisheries. Sustainable water. Investing in ways to reduce the use of water in manufacturing processes or reducing contaminants reaching our waterways. Much like with mortgage lending, every bank has a slightly different approach, so it pays to research each lender’s criteria and terms before you apply for a loan. Set yourself up for borrowing success All the major banks have certain conditions for sustainable loans that go beyond the basic box-ticking. Again, this varies widely. But to give you the best chance of a ‘yes’ on your loan application, you should be ready for two additional homework projects. First, several banks want to see the impact the project will have on your company’s carbon emissions. Unless your business is sizeable, they won’t expect an independent audit of your emissions – this is not only expensive but there aren’t many people qualified to carry out this type of work. However, you can use a free calculator like Climate Toolbox and Cogo to give you a baseline carbon footprint, and then recalculate it to demonstrate to the bank how much difference your project will make. While not official, banks also understand frameworks like B Corp which shows you have done your homework and are making a serious attempt. The Climate Action Toolbox may also be helpful. These calculators won’t be perfect, but they will be enough to provide an estimate of the impact. Second, the bank may also want to see how your proposed project fits into your wider business strategy. What is the long-term vision for the business and how will improving sustainability help this? Are you aiming to attract new customers, retain market share, or boost the company’s resilience? If you’re applying for a loan, being able to show the bank how the project fits into your wider strategy will make you a much better lending proposition. How much could you save with a sustainable loan? Is it worth jumping through a few hoops at the bank to secure a sustainable loan? It might be. The typical saving could be between 0.5% and 1.5% on what your interest rate would otherwise be. That rate will be determined by your quality as a borrower. Let’s say you’re planning to borrow $800,000 to buy new EVs to replace your company cars, and you’re expecting to keep the EVs for three years. If the standard business loan you can secure is 12%, here’s how much difference a 1% interest rate discount could make: Loan amount Interest rate Total payment Total interest Difference $800,000 12% $956,572.12 $156,572 0 $800,000 11% $942,875.05 $142,875 -$13,697 That saving of roughly $13,700 is already significant, but if you then replace the EVs again on another loan, after 12 years you’ll have saved nearly $55,000. On a much smaller project, the savings are lower but still helpful. Say your standard loan rate is 13%, and you want to borrow $50,000 to install solar panels on your building. These last a while, so your term might be 5 years. Loan amount Interest rate Total payment Total interest Difference $50,000 13% $89,586.44 $16,733 0 $50,000 12% $86,082.57 $15,227 -$1,506 Once you add that $1,506 to the savings you’ll make on energy costs, the solar panels start to look like a better investment. Run the numbers and talk to someone who knows the market Sustainable loans are relatively new, so banks are still finding their feet on how to lend and who can borrow. Run the numbers and start thinking about whether your current bank is going to be on board with your project. For example, a push to electrify your fleet of company cars will meet the sustainability criteria for most banks. However, what about replacing older EVs with new EVs? This will not reduce your company’s carbon footprint, so is it an eligible project for a loan? Some major banks say yes, others say no. Talking to someone who understands the sustainable loan market will help you match your project to the best-fit lender. The more affordable funding available, the more quickly we can help decarbonise Aotearoa and reach our climate change targets – which is good news for everyone in New Zealand.

Why would a business ever choose to invest more time and money in financial reporting? You might think it’s always better to just do the minimum and stick to the usual special purpose reporting that most Kiwi company’s produce. But when your company is serious about achieving a higher profile on an international stage, there could be some unexpected upsides to stepping up to more rigorous financial reporting. Instead of special purpose reporting, a company could benefit from adopting International Financial Reporting Standards (IFRS). Put simply, it’s an international accounting language that crosses borders so investors or shareholders who have a reasonable level of financial knowledge can compare listed companies across the globe. The standards are comprehensive, consistent, transparent and universal. Different jurisdictions have their own versions of IFRS and Aotearoa is no exception. We have NZ IFRS, a local version of IFRS which includes domestic requirements for our market while ensuring we comply with IFRS. The standards are updated regularly. NZ IFRS and which companies must comply Naturally, NZ IFRS is required for publicly listed companies, whether they’re based here or internationally. For some businesses, especially household names, you’ll often see the complying information packaged up in the financial section of a glossy annual report. For other businesses, the information will be available on the Companies Office website. Privately owned New Zealand companies with assets totalling more than $66 million or revenue over $33 million must also comply with NZ IFRS. Other entities deemed ‘publicly accountable’ may also need to report under NZ IFRS, for example regulated entities such as banks or insurers. Adopting IFRS sends a clear message your company is ready for the big leagues If your company doesn’t meet the threshold for mandatory adoption of IFRS, why would you choose to opt into the standards? Attracting the right buyers at the right price The first and biggest motivator is the prospect of a sale. Reporting under IFRS makes a company more attractive in the international marketplace. If your company has the potential to be purchased by a global corporation as a subsidiary, that potential buyer will be an IFRS reporter. By stepping up to IFRS, your company can be assessed more easily and accurately by the prospective purchaser. We’ve seen many Kiwi companies sold overseas in recent years, from huge sales like Vend ($455 million) and Timely (around $100 million), through to high-performing SMEs and farms. IFRS shows you’re speaking the same language, and that your company can easily slot into their own reporting regime. It also demonstrates that your business has the capability and capacity to comply with IFRS. Because this level of reporting is more complex, and requires a higher level of sophistication, it shows a purchaser that your company has the acumen and expertise to be a major asset on the balance sheet. Stepping up your capital raising game Another important motivator of switching to NZ IFRS early is fundraising. If your business is seeking to raise money from the capital markets, adopting higher-level reporting can help investors make a more informed decision. It can give them confidence in your company and allows them to have a more in-depth understanding of precisely how the company is performing. And, if your company is dealing in complex financial instruments such as hedging, foreign exchange or derivatives, there is no information in special purpose reporting that tells you how to treat these. NZ IFRS provides clear guidance about reporting on these types of activities. IFRS produces higher-quality financial statements Financial statements produced under NZ IFRS are considerably more accurate than those produced under the special purpose financial reporting framework. A higher level of scrutiny is applied across your organisation’s financials, and the standards themselves provide guidance about how to improve the accuracy of your statements. Here’s some examples to highlight how they differ: If your company has $1m debtors owing at the end of the financial year, special purpose reporting will value that at $1m. That’s a straightforward way to account for those monies owed. In contrast, NZ IFRS demands a closer look at the outstanding invoices. If the company historically sees a 5% rate of default, your NZ IFRS financial statements will provision for that and value the accounts receivable at $950k. This is a more accurate valuation of the receivable invoices. When a business exports goods, once the goods are on a ship and on their way overseas, they are invoiced and recorded as a sale. Under NZ IFRS, those goods might not actually be sold until they land at the receiving port – the sale would be reversed back into inventory until the product arrives and ownership passes. Unlike special purpose reporting, NZ IFRS requires right-of-use values for leased assets, which needs some detailed calculations to capture. There are hundreds more rules like these that contribute to IFRS providing much more detailed and accurate accounts. If you adopt IFRS, the quality of your accounts is going to be significantly higher, and it could change your final numbers quite substantially. Making a decision about whether to adopt NZ IFRS Adopting NZ IFRS does involve extra work and higher costs. You certainly wouldn’t adopt these standards lightly. Ideally, you should consider the costs and benefits to the business – is it worthwhile? If IFRS statements could make the difference between a sale or no sale, or maximise the value of your company, it could be an investment with a very impressive return. It won’t be right for every business, but for up-and-coming companies with great acquisition prospects, NZ IFRS can show you’re ready for the big stage.

The Holidays Act 2003 is one of the most difficult pieces of legislation for Kiwi businesses to comply with. In fact, it is so tricky, that one of the first major entities to be caught out for non-compliance was MBIE – the regulator in charge of Holidays Act compliance. This complexity has seen the Act continue to be in the news over the past few years for all the wrong reasons; three of the biggest stories to hit the headlines include: • The Auditor-General has estimated a $2.1 billion dollar holiday pay liability for the Government • McDonalds has been remediating its holiday pay non-compliance since 2019 • The former District Health Boards have become a “$1 billion nightmare” of Holidays Act non-compliance But the damage isn’t limited to the large end of town either – in fact, we are seeing the Labour Inspectorate pursue small to medium sized enterprises with greater frequency and more rigour, meaning compliance with the Act is essential for businesses of all sizes. What drives non-compliance in the aged care and retirement villages (RV) sector? The holiday pay calculation is straight-forward for organisations where team members consistently work 9-to-5, especially when they don’t have allowances, commissions, or bonuses. Underpayments in those situations are unlikely or immaterial. But this is where the simplicity stops. Where employee work patterns vary - as is the case throughout the aged care and RV sectors - the calculation becomes harder, and non-compliance is much more likely. Support staff often have variable work patterns, including work on weekends and public holidays, as well as complex remuneration structures that include a variety of allowances. The problem doesn’t end there though – bonuses are often common for senior leaders, and this can also contribute to potential non-compliance. Casual staff arrangements are common and we have started to see more pressure from the Labour Inspectorate on correct determination of employee entitlements (casual or otherwise). It is vital operators get these classifications correct to ensure compliance with the Act. These are just a few examples of the specific issues that apply to the sector, but there are almost certainly many other drivers of non-compliance that could apply to operators depending on their payroll system setup and internal payroll processes. Common red flags to look out for While we can’t provide an exhaustive list of what causes non-compliance, here are some of the more common red flags to look for, which might indicate you are inadvertently non-compliant with the requirements set out in the Act. 1. Recording leave balances in hourly or daily units: The Holidays Act defines leave entitlement in weeks, making it difficult to remain compliant when recording leave in hours or days. This is particularly true when employee work patterns change. 2. Complex or variable remuneration structures: The more pay components employees have, the more likely it is that there is non-compliance. Many allowances and bonuses that should be included in gross earnings calculations often aren’t. Examples of these include payments such as allowances or overtime rates that kick in when an employee works more than fifty hours, or daily allowances for long 12 hour shifts. 3. Variable work patterns: These often result in payroll systems inaccurately calculating an employee’s work pattern at any given time. This is a significant driver of non-compliance. 4. Weekend shifts and working public holidays: Many companies struggle to accurately determine statutory holiday and alternate day entitlements. 5. Incorrect identification of casual employees: Some companies fail to identify when their employees should no longer be classified as “casual”, meaning they aren’t awarded the annual leave they are entitled to. “But I have a compliant payroll system!” We often hear from clients that thought they were compliant with the law because their payroll provider said they were. Sadly though, using a major system or outsourcing the payroll function entirely does not necessarily guarantee compliance. As mentioned at the beginning of this article, even some of our largest organisations aren’t immune to slip-ups that snowball into very expensive remediations. So, what does this all mean for me? Although changes to the Act are in draft, they will not immediately guarantee compliance for those with non-compliant payroll systems, nor remove the requirement to address historic non-compliance. To ensure current and future compliance with the law, it is vital that you take a proactive approach in dealing with any possible holiday pay issues. This can limit the extent of any potential financial or reputational fallout.

Post-election 2023, can we expect to see our newly formed Government acting on their campaign cries of supporting a “health system that’s in crisis”? Or is it time for the industry to more actively participate in its own rescue? Either way, the time for action was yesterday – today, we are at risk of the state of our healthcare system being treated as business as usual. So, apart from healthcare professionals working in a perpetual crisis that’s stymying innovation, as well as the time and energy they need to truly transform the sector – what else is holding the primary healthcare sector back from change? A recent report issued in August 2023, Lifeline for Health, Meeting New Zealand’s need for General Practitioners, by Emeritus Professor Des Gorman and Dr Murray Horn, suggests the solution lies in transforming funding models. The authors’ comments about primary care being funded on an activity-based model resonated the greatest with me. The cries for additional funding across the healthcare system have been heard loud and clear, with more than enough evidence to justify this. However, if more money is tagged to more activity, how does a healthcare system already stretched from a human resource point of view improve outcomes – or the wellbeing of our healthcare professionals - by engaging in more activity? The report suggests behaviours and outcomes barely differ between a capitated funding system versus a fee-for-service model that previously existed in New Zealand, thereby challenging future health ministers to be bold and innovative. The report’s authors recommend, ‘the “health system” must focus more on outcomes and value.’ They also acknowledge this would mean a reduced rate of investment in hospitals and hospital care, while focussing more funding on primary care. This makes perfect sense - investment in prevention and early detection of major illness will require less hospital funding for a healthy, well-looked after nation. Prevention is less expensive than the cure. And, General Practitioners can take heart, as the report reiterates the importance of the role of good primary care in a well-functioning health system, re-affirming their role as ‘specialists’. The sector needs to support and financially incentivise specialist GPs to be the architects of their future and lead an innovative, sustained transformation. They need to be empowered to focus their expertise and efforts on improving health outcomes in the long term, rather than being underpinned by a ‘fee for service’ system that leads to more activity, stretched resources and poorer health outcomes for Kiwis. A quick look back at history History tells us drastic overhauls of public systems are achievable. In the 1990’s our accident compensation system was facing a crisis. The looming tail of investment required to fund both current claims in any one year, plus the ongoing funding required for historical claims was becoming unsustainable. The system was in dire need of transformation and many thought it could not be done. Despite the stop-start process of privatisation - and unravelling of privatisation - and a blowout in debt in the next decade, strident efforts to manage claims better on a fully funded model, coupled with the prudent investment of funds, ACC turned its fortunes around to become one of the largest investment funds in the country. No system supporting health will be completely perfect, but as with ACC, if hard calls are made, it can be turned around to deliver better outcomes. Time to be bold, not just tinker around the edges To date successive governments haven’t attempted to offer truly revolutionary solutions such as social insurance models which could be the way out of the current dilemma. Social insurance schemes such as those established in Switzerland, France, and the Netherlands, focus on funding for the long term. The fear in New Zealand in the past when these schemes have been suggested, is that it is a move to privatising the health system. However, the reality is, the majority of primary healthcare services here in New Zealand are already delivered by private providers. This leaves the current financial risks associated with funding primary care sitting with the private sector, which will only encourage primary providers to vote with their feet; and when the financial viability of their business is declining, difficult decisions will be made that will impact many communities. In the meantime, let’s harvest the low hanging fruit The new Government’s promises to establish a third medical school, increase medical placements at Otago University, establish satellite training centres in regional areas, and training alliances to deliver more doctors to rural parts of the country are all welcome. Those promises need to be followed up with a more structured process for managing the careers of those trainees to ensure that they do stay in New Zealand. We need to incentivise over 50% of current trainees to commit to working in general practice in the longer term, if the current primary care workforce is to be maintained, let alone grow to accommodate future population growth. If the new Government follows through on its partial student loan repayment and bonding plans for midwives and nurses, it is at least starting to show a commitment to help build up the primary care workforce.

You have completed your due diligence, signed all the paperwork, and have officially acquired an entity or a business. You might think all the hard work is done, but accounting for it may be harder than you think. Here’s some key questions you need to consider.

When it comes to a business strategy that’s as important as succession planning, you can’t afford to leave things to chance. After all, what would happen if your personal situation suddenly changed and you wanted - or needed - to exit your business? Many private business owners are reluctant to invest in a succession plan they feel they won’t need for many years; however you will know better than anyone that getting your business to its current level took time and commitment. A succession plan needs the same attention. A solid exit strategy provides your business with a greater likelihood of long-term survival and ensure a better financial return. Without an effective plan, the future of the business may be put in jeopardy, especially when times get tough or your circumstances change unexpectedly. Also, a lack of preparation can create adverse tax consequences. For example, in the aged care sector we are seeing many small to medium sized businesses dealing with staffing and financial pressures. Owners are heavily involved in the day-to-day operations of their facilities, unable to focus on growth strategies or on their own health and wellbeing. Over time, this is unsustainable; sooner or later it will begin to affect the overall wellbeing of other staff, the business itself and its residents. Burn out is a reality throughout the industry and being well prepared for life’s unexpected events, as well as for the inevitability of growing older, can give you peace of mind and help to underwrite the future success of the business.Having an effective succession plan in place can also: • help maximise the value of your business • improve profitability and the sale price • help you analyse your organisation’s strengths, weaknesses and threats • help you plan for unexpected events and adjust to changing circumstances • enable you to transition the business on your terms not someone else’s • provide a strong blueprint comprising clear options and choices. Start early with a focus on self-care Succession planning isn’t a one-time event, it’s a process that should begin long before you plan to exit the business, so start working on your plan several years in advance. Don’t wait for a year of super profits, or a period of weak performance. Start early, so you can transition on your own terms, while you are in control with the widest range of options available to you. This is particularly important in the aged care sector where operators relying on selling their business as an exit strategy. They are vulnerable to an inadequate supply of skilled labour, and a buyers’ market that is more focussed than ever on strong cashflows. Begin your planning by understanding your current personal circumstances. Few business owners allow themselves this luxury, but it’s critical to establish a personal agenda and identify catalysts for change. You need to honestly consider: • how long you would like to stay active in your business • your health, wellbeing and the level of energy you bring to your business • your must haves, such as how you will finance your retirement • the current and future needs of your immediate family • whether your personal aspirations are aligned with the objectives of your business • your appetite for risk and how it’s aligned with your business’s strategic direction • the capital requirements for you and your business • the skills, experience and capability of your management team and/or your family, and whether they are capable of operating and growing the company without you. Understanding your personal bottom lines will shape your thinking about which approach is best for you. Develop your personal plan There are different succession and transition paths you can take to exit your business. Understanding the advantages and disadvantages of each is an important initial step in developing a plan that’s right for you. Some of these include: • continued family ownership and management • retaining ownership as an investor rather than as an owner/manager • selling part or all of your ownership stake • winding up the business. You need the right support team around you to help develop your personal plan. Helping to lead that team and work alongside you should be someone who understands the overall strategy you are working towards. Someone who can develop a decision-making framework to help drive the agenda and keep everyone, including you, focussed on progressing towards your goals. Your framework could include: • how you communicate with and involve other stakeholders/family members • dealing with your or a family member’s immediate health and wellbeing needs; perhaps you need some time out of your business just so you can think and plan • estate planning for you and your immediate family • a contingency plan to deal with unexpected life events - does someone know where the keys are? • a personal financial plan – have you got a retirement nest egg, or is that a requirement of your succession plan? What are your financial goals? • a tax plan - how will tax impact your financial goals? • a plan for the business. Develop your business plan Understanding where your business is at and what it is capable of will strongly influence whatever succession path you take. When you undertake a current state review, ask yourself: • how good is the financial base of the business? • is there a growth story and growth strategy, and is that plan being implemented? • is the ownership structure tidy, and are all necessary documents in place and up to date including shareholder agreements and financials? • is there appropriate tax governance and planning in place? • does the business routinely meet all its legal and regulatory obligations • are the right people working in the right positions within the business? • how much does the business rely on me? Whatever path you take, and especially if you decide to sell, allow time to ensure the business is investor ready. The better prepared you and the business are for transition, the more likely you are to achieve a successful succession as well as a fair price if you’re selling. Think about how the business operates, the information you can provide to potential buyers about the performance of the business, as well as the quality of your systems, procedures, and assets. Ask yourself: • could you respond to an unsolicited approach for your business? • can you articulate the key strengths and growth prospects of your business? • how would the business cope without you? • do you have a clear strategy for you, the business and your family that allows you to transition out in a controlled and healthy way – in other words, could you get out alive? Aged Care businesses operate in a highly regulated industry and the level of compliance they must satisfy from end to end in their business is significant. Systems, people, and processes need to be at or above industry requirements on an ongoing basis. Building the right habits within the business is critical to sustaining the level of performance aged care businesses need to meet the needs of their residents, staff and regulators. This means your business plan needs demonstrate the required standards of care and infrastructure if you want to the succession process to go smoothly. Although succession planning can be simply defined as the process of transferring the control and ownership of a business, developing and executing a succession plan is not nearly so simple. For a business owner, that planning involves dealing with some challenging questions about your personal circumstances and your business. If you take a methodical and thoughtful approach to that process, and start early (it’s never too early!) you can achieve that transition with a strong healthy business and your own health, allowing you to enjoy the fruits of your efforts for many years to come.

Beyond compliance: What are your annual financials really telling you? With the first six months of the 2024 year behind us and March 2023 year end compliance work in full swing, it’s always interesting to see common themes jumping out from clients’ financial reports. While annual compliance can be seen as a chore for many, it still provides important opportunities to discover valuable insights to keep your business safe and help it improve. What’s behind your record revenue numbers? To a large degree this is an inflation story, but we are seeing genuine growth in the mix as well. The key is maintaining and increasing the gains you’ve made. Revisit your goals for what you want your 2024 year-end financials to look like and develop or enhance your plan to get there. For example, what can you do to generate more leads and increase customer retention? From setting up a customer feedback programme to exploring where advertising your brand would be most effective, a little bit more investment in your sales and marketing efforts can make a huge difference. And, how well do you know your client base, and what are your most successful and profitable product lines? While you’re likely to have a reasonably accurate idea of where your revenue is coming from, investing in tools and software to segment your customer base can open up a whole new world of up-to-the-minute insights about what’s working well and what isn’t. You can then allocate more resource to the most successful products and services. Take the 80/20 rule for example – if 80% of your revenue comes from 20% of your customers or offerings – focus on that instead of everything else. This can also give you time and space to explore new products or services to enhance your customers’ experience. The margin squeeze: Reduced gross profit percentage A weaker New Zealand dollar, higher costs of freight and shipping in the earlier part of the 2023 financial year, and higher costs to purchase goods all contribute the squeeze. While businesses have put their prices up, contributing to the growth in revenue, in many cases it has not been by enough, or not soon enough to maintain gross profit margins to the same extent as in 2022. We typically see a lag in clients putting their prices up, often wearing cost escalation for fear of losing business and market share. Keep a regular eye on your month to month and year to date financial results, along with comparison to prior years. Once or twice a year just isn’t going to cut it in a volatile economic environment. This is where the power of periodic reporting comes in. These monthly reports act as a temperature check for your business by giving you updates about your key performance indicators which typically include: • Current ratio of liabilities to assets (working capital) • Gross and net profit margins • Interest cover • Stock turnover • Aged debtors and creditor payment times • Ratio of wages to sales It may sound onerous to set up, but it’s an invaluable exercise. Once you have reports automatically rolling over monthly, you can also streamline your annual compliance requirements, save a considerable amount of time trying to find historical information, and get regular up-to-date results that lead to improved decision-making. Overheads are creeping up What seems like death by a thousand cuts, with overheads up across the board, a little here and a little there, it absolutely makes a difference, particularly at the wages line. We’ve heard this in the media on a frequent basis and it has absolutely been playing out in clients’ results. Watch out for ‘lazy’ costs. It’s easy for excess to creep in when times are good and the cash is flowing. Consider what is necessary to core business and staff morale and retention, and focus on trimming the fat. Are you up to speed on technology developments within your industry, and continued emergence of AI? Are there tools or processes you could introduce to materially reduce overheads or improve efficiencies? This could include reducing the impact of travel on your overhead costs by using technology for meetings instead, or simply delaying capital expenditure for a certain period of time. Sometimes bigger cuts need to be made – particularly when it comes to wages, but proceed with caution and approach all decisions with a future focus. For example, if you need to reduce your headcount, will this increase again during your next growth phase? There’s always going to be costs for recruiting and training new team members, and if the labour market is tight how will this impact your ability to deliver products and services to customers? It all comes down to cashflow A cliché no doubt, but cashflow is absolutely the lifeblood of your business. There’s lots of levers you can pull to improve your position, including: Terms of trade with your customers: Can you reduce/re-negotiate payment terms, speeding up your cash conversion rate? Making customer payments easy: Set up a click through payment function within your invoices and enable payment by credit card. The easier it is to be paid, the sooner you will be paid. Focus on debtor collection: Stop putting off those tough conversations and start making your accounting software work for you – many products have automated reminders. Take the time to set this up and any other relevant functionality. It will save you time in the long run. Are you carrying too much stock? Does your stock system alert you to aged stock? And, without shooting yourself in the foot from a margin perspective, what clever ways can you clear excess stock profitably? Are you paying your creditors too soon? Make the most of payment terms available to you and consider re-negotiating with suppliers where applicable. Are you getting the best deal from your suppliers? Go to market and see what’s out there. We’ve seen some incredible cost savings for clients undertaking this activity. Consolidate your suppliers: If you’re using a multitude of suppliers, explore options where you can negotiate a better rate by spending more with fewer suppliers, resulting in cost savings overall Consider debt funding structures: You may be able convert short term bank overdrafts into term debt to spread the load during times of tight cashflow. Jump on the tax pooling bandwagon: Consider using tax pooling to smooth out or defer provisional tax payments. And above all, forecast, forecast, forecast! Failing to forecast cashflow and plan ahead can cause even the most profitable businesses to rapidly fail.

Many businesses continue to recover from the physical effects of extreme weather events experienced throughout the year, and will be dealing with the subsequent year-end reporting challenges. And some will also be going through the process of claiming insurance for physical loss or business interruption.

Good policies are essential for every business - how effective are yours? Almost everything happening within your business - from decision making and employee behaviour, to ensuring consistency and compliance throughout your organisation – should be guided by clear and effective policies.