The FD's straitjacket
| by Christian Doherty 16 Jan 2008 Topic: Corporate governance, The profession |
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A recent ACCA/CFO Asia Research Service survey into the benefits of regulation has opened the debate on whether a robust regulatory framework enhances shareholder value. In two articles, accounting & business sought comments from finance professionals worldwide on what regulation means to them If there is one subject guaranteed to get the UK's finance directors talking, it is regulation, says Christian DohertyPut 10 FDs in a room together and ask them to name the one thing that most hinders the operations of their businesses, then you can be fairly sure that eight of them will name the seemingly endless list of rules that have been handed down from on high in recent years. So it is interesting to note the recent report that came out in Asia (1), claiming that FDs in that part of the world welcome regulation and see it as a value-adding part of the business landscape. As one FD put it, 'Give it 10 years and ask them again'. Indeed, when we put the question 'Are there any areas of regulation which you feel help your business?', one FD simply replied: 'None that spring to mind!' But what, specifically, are the UK's finance directors most concerned with? Not surprisingly, the majority of FDs we interviewed for this feature pinpointed accounting standards, specifically IFRS, as the biggest regulatory headache they now face. When IFRS was first suggested, the International Accounting Standards Board (IASB) claimed the new standards would modernise accounting, bring convergence and comparability to company valuations and improve the information available to investors. The reality, however, has not been as simple as that. Barrett Bedrossian is FD at corporate gifts provider Dowlis. He says the new regulations that IFRS impose have had a serious impact on his role. 'I've found the last three years, especially now that I'm doing a Plc role after coming from a private company, extremely challenging,' he says. 'Because, particularly for small and mid-size businesses, we just don't have the finance resource in terms of people or money to deal with this.'
So what are the key bones of contention? 'IFRS has taken me away from the key part of the business - and that's making money,' Bedrossian explains. 'It's taken me into a world of compliance and regulation. For a company like ours, which is acquisitive, we do have a lot of intangibles. But what's the difference between whether a customer list is worth £200,000 or £185,000? You can spend three weeks revaluing it but it's not going to add value to your bottom line. I'm not saying it shouldn't be done, but the broad-brush approach across all listed companies is the wrong one.' Bedrossian's view is echoed by Michael Pearson, until recently FD of the FTSE-listed property group Erinaceous. He worries that the demands of IFRS compliance in particular are hindering many FDs in doing what he believes they should be focusing on: driving their businesses forward. 'It takes away the time they can spend on strategy,' he says. 'I think increased regulation hits those mid-tier growth companies the most. The blue chips have got the resources and dedicated teams that can cope with it. But for the mid-size companies it ends up on the desk of the FD, and that means they can't do their job terribly well.' This sentiment, that FDs are being distracted from core competencies into box ticking, is becoming increasingly common. One enduring complaint from FDs was over uncertainty as to whom the regulations really benefit. On accounting standards, the guiding light has been to improve the information available to users of the accounts. But to most FDs, this seems to make little sense. Chris Ogle is FD of AIM-listed engineering firm Flomerics. 'If you're writing it from the perspective of giving the shareholders something they might read and find interesting, then you end up with something far more valuable,' he says. 'The principles-based approach is definitely being eroded, and that's the way accounting has been going sadly.' One lament that all the FDs had was the increasing tendency of UK standard setters to look to the US for inspiration. 'It's changed a lot in the last two or three years thanks to Sarbox,' says Bedrossian. 'I think it's another way for the Big Four firms to make a lot of money. I do think it's gone beyond a joke and we're becoming Americanised and we're suffering for the mistakes of the Enron era and Sarbox obviously is the main bone of contention.' As one FD put it: 'They've got a real problem in the US and you can see major companies like BA delisting from New York since it costs so much. I worry that there may be a scandal on AIM and it could lead to a knee-jerk reaction like we saw with Sarbox. That does concern me and it has the risk of dirtying the name of the AIM market, and that can affect my share price.' But what of the positives? As all of the FDs acknowledged, business does need some regulation. What areas are FDs happy with, and where do they feel regulation adds value? Chris Ogle, as FD of a recently listed company, says the rules on corporate governance offer a template for regulators on how to legislate sensibly and positively. 'I like the way we [as AIM-listed companies] are encouraged to refresh the board on a regular basis. Under the rules, an independent director isn't supposed to serve more than nine years. That's a good thing, as is the concept of non-execs generally being independent. The concept of board appraisals is also a good idea,' he says. Flomerics has followed AIM best practice by appointing a risk committee, and Ogle offers that as a concrete example of regulation adding serious value to the business. 'It does make us focus on something that we might otherwise have ignored, and it has encouraged a lot of debate and there have been good decisions that have been made as a result.' Elsewhere, our selected FDs named the rules governing environmental behaviour as being of great value. Among other well regarded regulations, the core health and safety laws also received the thumbs up. It is easy, judging from the comments above, to conclude that for the UK's finance directors, dealing with regulation is the worst aspect of the job. But the consensus seems to be that, yes, business needs regulation, but the heavy-handed and labour intensive nature of the rules are turning an increasing number of FDs into little more than technicians. As Bedrossian says: 'It's easy to criticise I know, but it's affected my role adversely when it comes to adding value to the business. And surely that's the straitjacket that we FDs are trying to get out of?'
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