Cecil John Rhodes : Confession of Faith (1877)

Confession of Faith (1877)

“ The idea gleaming and dancing before ones eyes like a will-of-the-wisp at last frames itself into a plan. Why should we not form a secret society with but one object the furtherance of the British Empire and the bringing of the whole uncivilised world under British rule for the recovery of the United States for the making the Anglo-Saxon race but one Empire. What a dream, but yet it is probable, it is possible. I once heard it argued by a fellow in my own college, I am sorry to own it by an Englishman, that it was good thing for us that we have lost the United States. There are some subjects on which there can be no arguments, and to an Englishman this is one of them, but even from an American’s point of view just picture what they have lost, look at their government, are not the frauds that yearly come before the public view a disgrace to any country and especially theirs which is the finest in the world. Would they have occurred had they remained under English rule great as they have become how infinitely greater they would have been with the softening and elevating influences of English rule, think of those countless 1000’s of Englishmen that during the last 100 years would have crossed the Atlantic and settled and populated e  rhodesWould they have not made without any prejudice a finer country of it than the low class Irish and German emigrants? All this we have lost and that country loses owing to whom? Owing to two or three ignorant pig-headed statesmen of the last century, at their door lies the blame. Do you ever feel mad? Do you ever feel murderous? I think I do with those men. I bring facts to prove my assertion. Does an English father when his sons wish to emigrate ever think of suggesting emigration to a country under another flag? Never; it would seem a disgrace to suggest such a thing. I think that we all think that poverty is better under our own flag than wealth under a foreign one.”

download

Cecil John Rhodes 

——————-

Poignant this – when juxtaposed with the topical current affairs phenomenon of Brexit and Trump.

 

Caleb Mutsumba

CSSA: Ten Practical Guidelines to Improving Board Communication

Ten Practical Guidelines to Improving Board Communication

3 May 2016

Dear Colleague

Chartered Secretaries Southern Africa (CSSA) is proud to announce the launch of a new paper titled “Ten Practical Guidelines to Improving Board Communication” by the Corporate Secretaries International Association (CSIA). CSSA is a founding member of CSIA, which has over 70 000 company secretaries and governance professionals worldwide. Ensuring effective board communication has always been a critical aspect of the company secretary’s role. In the face of new and ever-increasing liability for directors and the incorporation of the business judgment rule in many jurisdictions has brought this duty more to the fore than ever.

CSIA’s new paper provides useful and practical advice for company secretaries and governance professionals to balance the imperatives of management and the board to improve the quality of discussions and the decision making process.

The paper was launched in London on 28 April 2016 by CSIA at a webinar co-hosted by Diligent Corporation, sponsors of the paper and chaired by Carina Wessels, Past President of CSIA and CSSA. Joining Carina on the panel was Charlie Horrell, Managing Director, Europe, Middle East and Africa, Diligent Corporation and Meena Heath, Global Ambassador, Global Leaders in Law, who fielded incisive questions submitted by the 200-plus attendees. CSSA continues to play a leading role in the international community of company secretaries and governance professionals.

A press release describing the launch; the full paper on “Ten Practical Guidelines to Improving Board Communication” and the webinar can be accessed on this link www.csiaorg.com

Regards,

Stephen Sadie
(MBA, M. Ed)
Chief Executive Officer

Blackmail Fraud 2.0

In my post of March 25 I lamented the distressing development of what I termed Blackmail Fraud. This phenomenon of “non-terminability” or “immunity from termination” is best illustrated by the topical case sited below.

WASHINGTON—

Zimbabwe’s leading platinum-mining firm, Zimplats Holdings, allegedly used an offshore company to pay salaries for senior managers in violation of exchange control laws, according to documents leaked from a Panamanian law firm. Read article..

Assuming that what is reported to have happened here did indeed occur (well, there’s no smoke without fire), then such a practice could ‘ve only been done by and/or at the behest of the C-Level management. Now, assume further that it was the Accountant in charge of the “Executive Salaries” function who would handle the transactions. Would he be touchable or indeed terminable of he, well, helped himself to some payroll funds. Wouldn’t the board have preferred a rather hushed solution to this scam had it come to their attention before these nosy journalists!

 Gudo picuringOur summary advice is:

(a) Tone at the top.
(b) Making certain Internal Controls are operating as they should at all times. This calls for an independent monitoring function.

(c) Periodic Fraud Vulnerability Review (also known as Fraud Risk Assessment) which follow the pretence of “prevention is better than cure”. Here experts assist with the process of risk analysis that proceeds from threat assessment to threat evaluation to the selection of countermeasures designed to contain or prevent that risk.

(d) Effective, conclusive investigations where a fraud is suspected or detected.

About 5wh Audit

5wh is a relationship-oriented professional services company that provides the following solutions to business challenges:
Ø Internal Audits
Ø Forensic Audits
Ø Compliance Audits
Ø Due Diligence Investigations
Ø Business Systems Design, Development and Reviews

We work with business owners and leaders who are set on blowing away those constraints blocking their way to success. We also assist our clients isolate hidden economic assets in their business and determine specific projects to optimize and leverage those assets for greater profit and growth.

We know that the only way to turn your potential for success into actual success is to blow away the constraints that block your path.
________________________________________
© Caleb Mutsumba

 

 

 

DUE DILIGENCE INVESTIGATIONS

DDWhat is Due Diligence?

A “Due Diligence” investigation is a careful and methodical investigation of a company. It is done prior to doing business with the company.

The most common reason for due diligence investigations is corporate acquisitions and mergers – investigating the company being acquired or merged. These also tend to be the most thorough types of due diligence investigations. The buyer or merger partner wants to make sure they know who they are going into bed with.
Partnerings are another time when parties will investigate of each other in conjunction with the negotiations. Here is a list of the different types of partners and partnerings where due diligence investigations are appropriate:
 Strategic Alliances, Joint Ventures, Strategic Partnerships
 Business Partnerships and Alliances, Partnering Agreements, Business Coalitions
 Just In Time Suppliers and Relationships, Sole Source Suppliers, Outsourcing Arrangements, Suppliers and Customers
 Technology and Product Licensing, Joint Development Agreements, Technology Sharing and Cross Licensing Agreements
 Business Partners, Affiliates, Franchisees and Franchisers
 Value Added Remarketers and Resellers, Value Added Dealers, Distribution Relationships

A Little History on the term “Due Diligence”

The term “Due Diligence” first came into common use as a result of the US Securities Act of 1933.
The Act included a defence that could be used by Broker-Dealers when accused of inadequate disclosure to investors of material information with respect to the purchase of securities. As long as they conducted a “Due Diligence” investigation into the issuing company’s equity they were selling, and disclosed their findings to the investor… they would not be held liable for nondisclosure of information that failed to be uncovered in the process of that investigation.

The entire Broker-Dealer community quickly institutionalized as a standard practice, the conducting of due diligence investigations of any stock offerings in which they involved themselves. While the term “Due Diligence” was originally limited to public offerings of equity investments, over time it has come to be associated with any investigation of a company or business partner, including individuals.

Pre-Acquisition Due Diligence

How Much is a Company Worth?

Valuing a business is not an exact science. The valuation process often involves comparing several different approaches and selecting either the best method, or a combination of methods, based on the analyst’s knowledge and experience. Generally, there are several different methodologies that practitioners use to value businesses. These are:
1. Asset-based valuation;
2. Comparable transactions analysis;
3. Comparable public company method; and
4. Discounted cash flow.
In applying these methodologies to determine the value of a business, one or more of the following factors are generally reviewed and analyzed:
1. The nature of the business and its operating history;
2. The industry and economic outlook;
3. The book value and financial condition of the company;
4. The company’s earnings and dividend paying capacity;
5. The value of the company’s intangible assets;
6. Market prices of public companies engaged in similar lines of business; and
7. Transaction prices of other companies engaged in similar lines of business.
Item #5, “Intangible Assets”, can be a huge point of contention between buyers and sellers, especially in areas such as SALES.

Cat laughterHow much is the company REALLY worth?

The valuation methodologies and factors outlined above are based primarily on historical performance information and assumptions concerning subjective value-adders. Remember, Sales is the LIFE BLOOD of every company. Many factors involving Sales can add (or detract) tremendously to the value of a business:
• What is the True Value of the SALES PIPELINE?
• What is the True Value of the existing Customer Base?
• How good is the organization’s existing Sales Force?
• How good is the Sales Management?
• Are the Salespeople truly capable of carrying out the strategies?
• Can you TRUST the Projections?
The Executive Summary and Management Overview offers a buyer comprehensive data and provide the information necessary to more accurately access the value of a company’s Forecast, Team, Pipeline and associated Sales Assets.

Post-Acquisition Due Diligence

Once you’ve consummated a transaction, you face a whole new set of challenges. The due diligence you will have done, however careful, however thorough, looked only at observable factors.

Your decisions, from this point on, have to be made with an in-depth understanding of the operating dynamics of the company. These are the organizational and interpersonal issues you can’t examine from the outside.
This activity is known as post-acquisition due diligence. Post-acquisition due diligence is as important as the pre-acquisition due diligence. If you don’t get it right, you can get the deal done, but fail to achieve the true objective… generating new post-acquisition corporate value.

This applies not only to acquisitions, but to mergers and large scale joint ventures as well.

Using Common Sense

Too much due diligence can kill the transaction, particularly on small deals. It’s not practical to investigate every possible avenue of consideration. For most transactions, to do so would be too costly and too time consuming.
Pruning the possible lines of investigation and inquiry should be done in a conscious and informed manner – not at random. That is the art of Due Diligence investigation.

We, as practitioners, do have in place checklists and menus of items from which we can choose what we want to investigate and what we will overlook. In most instances, one will investigate only a portion of the possible items the checklists highlight – some briefly and others in depth.

In general, if you are getting a great deal, good pricing, and favorable terms… you will want to move quickly and lightly. On the other hand, if you are doing a highly leveraged deal and are paying top dollar, you’ll have little or no room for error. You require a very complete due diligence, or don’t do the deal at all. When there is no room for error you tolerate no room for error.

For instance, in the process of an investigation, you may find a large number of relevant agreements that you will want to read. In the imperfect world we live in, that may be impractical – you may have to pick and choose which ones you read, which you skim, and which you pass over. How much you invest in this activity depends on how much room for error you have. It may not make sense to invest $75,000 of Due Diligence effort into a $150,000 deal, but for a $15,000,000 deal the calculus is far different.

Develop a Due Diligence Strategy

Before starting your Due Diligence investigation, develop a due diligence strategy. Consider the following factors:
• What’s important to you? What isn’t?
• Which problems will be costly? Which ones will be minor?
• What drives profits – products, technology, sales staff, contracts?
• Where are you most likely to find problems? Where are you unlikely to find problems?
• What is the type of transaction are you expecting? How large or small is the transaction? How complex? What will the investigation cost in time and in money?
• What is the risk to you if the unexpected causes the transaction to go bad?
• How much time do you have? What do you have to lose by delay? What do they have to lose? How badly do you need the deal? How badly do they?
• After the transaction is closed will you have something the other party needs or wants? Can you use this to secure warranties on the due diligence items? Can you put money into an escrow to secure warranties?

Lawyers, Accountants and Due Diligence

You can rely on lawyers and accountants to read agreements and turn numbers into stories.

Of course, you also need someone who understands the particular business and industry – an industry expert. That person will know what to look for, where to probe, and what questions to ask.

Still, no matter how thorough your checklists are, they can’t be sufficiently complete to deal with the unique issues of companies in unique industries. For example if you are doing something in an industry with special peculiarities such as telecommunications or oil, general-purpose checklists will need to be supplemented. This is where your industry expert, his industry savvy and personal contacts will be invaluable.

You will never be able to conduct a complete due diligence investigation. In most transactions you will have to exercise business judgment to assess risk versus reward – with imperfect information. This is where a practical understanding of the industry will be of great help. Knowing how to cut to the chase… knowing beforehand where the skeletons are likely to be buried, and which questions will surface areas of weakness. There is just no substitute for industry specific experience.

Other Reasons for Due Diligence Investigations

Earlier I mentioned acquisitions, mergers and partnerings as major reasons for due diligence. These aren’t the only uses for Due Diligence investigations. Here are more:

1. Selling your company.

  • You want to know the financial status of the buyer. Also what is the buyer’s history of acquisitions? The buyer’s past behavior is the best indicator of how the buyer will conduct itself with you and your company.
  • Will you be accepting debt from the buyer? Will you be taking shares in the seller? If so you’re really an investor. You’re investing in the buyer. You need to know what you’re investing in.
  • You may conduct a due diligence check-up on yourself. It’ll prompt you to areas of inquiry. Prepare well and you’ll increase your control of the buyer’s due diligence investigation.
  • Well, before putting your homestead up for sale you should spruce it up and give it a new coat of paint. An introspective review will help identify the areas of your company you need to primp.

2. Taking charge of a turnaround company.

  • One of the first things to do when taking charge of a company to turn it around is collect information. The checklist is perfect for that.

3. Investing in a private company.

  • Before investing in a private company you need to ask a lot of good probing questions. The checklist will help prompt you for those questions.

Interviews with Insiders

Brace up for one on one sessions with a variety of insiders.

The insiders are the ones who really know what is what. They often know more about the company than does the CEO, especially about those little details that can come back and bite you where it hurts the most. Pay special attention to those insiders with the longest history with the company. Don’t overlook the assistants of these insiders either.

Here is where to look for these people:

 Members of Senior Corporate Management and Department Heads.

o The Chief Financial Officer, the Controller, the Treasurer.
o The Top Human Resources Officer
o R&D and Engineering Management.
o Sales & Marketing Management

 Members of Corporate Planning and Development Department
 Operational Departments
 Internal Legal Department
 Internal Audit Department
 Outside auditors
 Outside legal counsel
 Current consultants (business, technical, other)

Typically you will not be permitted access to most of these people until after the transaction is announced, or even until after it is closed. The smaller the company, the more likely this is to be a problem.

But you will usually get early access to the CFO. Here is a trick you can use – one that we use.

When meeting with the CEO get permission to take the CFO along for an informal lunch. Then as you are leaving, with the three of you together, ask the CEO to direct the CFO to give full and complete answers to your questions. That gives the CFO cover to be open and forthright with you.

Then your job is to convince the CFO, that
(a) the deal will close and he will soon be reporting to you,
(b) you will hold in confidence anything he tells you (assure him you will find a way to discover it yourself without blame going to him), and
(c) that he doesn’t want you to discover unpleasant surprises after the transaction closes.

Ask him how to conduct your due diligence. You can learn a lot from him. It’s the CFO’s chance to ingratiate himself or herself to the new owner.

Depending on the circumstances, you may be able to use this trick with other key insiders. You most likely will only be able to use it once though!

________________________________________

EagleWe at 5wh Audit have the expertise to assist with Due Diligence Investigations.

________________________________________
© Caleb Mutsumba

Introduction to Fraud and Forensic Audit in Zimbabwe

Introduction to Fraud and Forensic Audit

1 Background

Fraud has always been a major business constraint in Zimbabwe. With the introduction of the multi-currency regime, the problem of fraud has gone beyond what was just a business challenge. Foreigners can now look into Zimbabwe for the much coveted US Dollar.

At 5wh we offer a series of services across the fraud control spectrum – from fraud prevention and detection, through to investigation, evidence collection and litigation support.

2 Definition

The Oxford Dictionary defines “Forensic” simply as, “Of or used in law courts.” Eagle

Forensic auditing is a blend of traditional accounting, auditing, and financial detective work. The emphasis is on the quality of work, as it has to satisfy the exacting demands of the law courts.

3 Investigate first – then act

This is the logical thing to do and in Zimbabwe this is what the law (Labour Relations Act [Chapter 28:01]) requires. If you suspect that your organisation is the target of financial crime you will need fast professional support to help you take action.

©Caleb Mutsumba

Starting a Virtual Assistant Business

Interested in starting one of the fastest-growing home based businesses around? These existing business owners’ advice can help you get started.

By Carolyn Moncel

Courtesy of Entrepreneur Magazine
________________________________________

When Wicked Wordcraft president Angela Allen-Parker started her online business in 1999, she admits her parents feared she’d made a horrible mistake. Allen-Parker is a virtual assistant, and her decision to become one was more than a career change – it was a lifestyle change.

A single mother of three, Allen-Parker left her marketing post at a cancer research organization to start her new venture and moved her family from the city to a 25-acre farm in rural Kentucky. “I knew I had to succeed because there was no ‘Plan B,'” says Allen-Parker. Now she serves clients in the United States, Canada and Spain. She specializes in what she knows best-marketing. Her farmhouse is paid in full, completely financed through her work as a virtual assistant.

A critically ill daughter was the reason Pamela Braue became a virtual assistant last year. Working full time in a law office was no longer feasible so Braue decided to take control of her earnings potential. The paralegal enrolled in an online training course at Virtual Assistance U. Specializing in realtor support, Braue opened PS: We Assist from Jackson, New Jersey. Before completing her course, she’d already secured six clients.
Allen-Parker and Braue are just two of an estimated 2,000 virtual assistants worldwide. Although one is a veteran and the other a newbie, both say hard work is the key to building sustainable practices. Both also agree that aligning experience with solid business plans and training are basic requirements.

Some say the virtual assistant industry has become so popular because it helps women become entrepreneurs yet also achieve a work/life balance. Business trends forecast an increase in service demands, startup costs are minimal and the profit potential is good. According a survey by the Virtual Business Alliance, a global consortium of virtual assistant trade organizations, the average full-time virtual assistant working in the United States grossed $39,452 in income last year.

Before packing up the office cubicle and giving notice to your boss, know that becoming a virtual assistant isn’t an easy job that just anyone can do. Sharon B. Williams of The 24-Hour Secretary cautions, “To become successful, you need a good marketing strategy in addition to that phone, PC and Internet connection.” Many virtual assistants work between 14 and 18 hours a day during the startup phase. Even after establishing solid practices, one-third of these business owners admit to working nontraditional hours, including weekends and holidays.
Virtual assistants are independent entrepreneurs who work remotely and use technology to deliver services to clients globally. Most work from their home offices and receive their project instructions by phone, fax, e-mail or even instant message. Although many virtual assistants offer secretarial services, as more people with diverse backgrounds and skills enter the ranks, virtual assistants who specialize in such areas as marketing, graphic and Web design, IT support or even translations are becoming more common.

Clients are most likely to hire virtual assistants to save money-virtual assistants pay for their own equipment, taxes, training, healthcare and insurance-or because they need help with a temporary project. Industries most often hiring virtual assistants include the real estate, coaching, financial services, accounting and legal.
If you’re wondering how to start a business as a virtual assistant, Elite Office Support founder Susan Totman offers these tips:
1. Decide just what type of services you want to offer, and analyze your background to ensure you have adequate experience.
2. Determine your business niche-consider specializing in just two to three services.
3. Determine how much time and energy you have to commit to your venture. Do you want to work part or full time?
4. Conduct thorough industry research to determine a need for your services in your local area.
5. Outline who your clients are, where they are and how to access them.
6. Do a market analysis. Find out the needs for your niche and focus on how you’ll apply that to your business.
7. Know your budgetary constraints-projected expenses, expected income and how long you can “float” until your business is running successfully.
8. Prepare a business plan and review it often to manage growth and change.
9. Examine your equipment, software and work space to ensure they meet client needs.
10. Wrap up all legal and financial aspects of startup before securing your first client.
11. Market your services 24/7. Just because you’ve built a Web site or placed an ad in the Yellow Pages doesn’t mean clients will come knocking on your door.

You might want to consider joining a professional organization or networking group. This will give you the opportunity to network, build camaraderie and have access to a knowledge bank for solving technical problems.
Progressive Leadership’s Carole Nicolaides, a Columbus, Ohio-based business coach, has helped a number of virtual assistants match their talents with sound business planning. “Enthusiasm for your work propels you to rise early, work weird hours, and can even make you feel a tinge of guilt for getting paid for doing something you enjoy so much,” says Nicolaides. Wouldn’t we all like to have such a guilty pleasure?
To find out more about the virtual assistant industry, check out the following resources:
Worldwide Organizations
• Clayton’s Secretary
• Canadian Virtual Assistant Network
• International Association of Virtual Office Assistants (IAVOA)
• International Virtual Assistants Association (IVAA)
• International Association of Virtual Assistants
Networking and Support Groups
• Virtual Assistant Networking Forum (VANF)
• Virtual Business Group
• Virtual-Professionals.com
• Real Estate Virtual Assistant (REVA) Network
• Work-the-Web
Free Worldwide Directories
• Elite Office Support
• Specialist Virtual Assistants Club
• VA4U
Certification Programs
• AssistU
• IVAA
• VA Certification
Books
• Marketing Your VA Practice by Sharon B. Williams: Order the book at http://www.the24hoursecretary.com
• Up Close & Virtual: A Practical Guide to Starting Your Own Virtual Assistant Business by Diana Ennen and Kelly Poelker
________________________________________
Carolyn Moncel is a consultant and president of Mondave Communications a global PR firm with offices in Chicago and Paris.
Article courtesy of http://www.entrepreneur.com/article/71516

What It Feels Like To Be a Professional Services Buyer

What Goes on in the Mind of the  Professional Services Buyer

 

  1. I’m feeling insecure.  I’m not sure I know how to detect which of the finalists is the genius, and which is just good. I’ve exhausted my abilities to make technical distinctions.

 

  1. I’m feeling threatened. This is my area of responsibility, and even though intellectually I know I need outside expertise, emotionally it’s not comfortable to put my affairs in the hands of others.

 

  1. I’m taking a personal risk. By putting my affairs in the hands of someone else, I risk losing control.

 

  1. I’m impatient. I didn’t call in someone at the first sign of symptoms (or opportunity). I’ve been thinking about this for a while.

 

  1. I’m worried. By the very fact of suggesting improvements or changes, these people going to be implying that I haven’t been doing it right up till now. Are these people going to be on my side?

 

  1. I’m exposed. Whoever I hire, I’m going to have to reveal some proprietary secrets, not all of which are flattering. I will have to undress.

 

  1. I’m feeling ignorant, and don’t like the feeling. I don’t know if I’ve got a simple problem or a complex one. I’m not sure I can trust them to be honest about that: it’s in their interest to convince me its complex.

 

  1. I’m skeptical. I’ve been burned before by these kinds of people. You get a lot of promises: How do I know whose promise I should buy?

 

  1. I’m concerned that they either can’t or won’t take the time to understand what makes my situation special. They’ll try to sell me what they’ve got rather than what I need.

 

  1. I’m suspicious. Will they be those typical professionals who are hard to get hold of, who are patronizing, who leave you out of the loop, who befuddle you with jargon, who don’t explain what they’re doing or why, who …, who …., who …? In short, will these people deal with me in the way I want to be dealt with?

 

Source: David H. Maister, Managing the Professional Service Firm, 1993