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Monthly Archives: November 2016

Rules for Great Customer Service

1. Commit to quality service.

Everyone in the company needs to be devoted to creating a positive experience for the customer. Always try to go above and beyond customer expectations.

2. Know your products and services.

Convey an articulate and in-depth knowledge of products and services to win customer trust and confidence.

3. Know your customers.

Try to anticipate the types of questions that customers will ask. Update and amend your online FAQ page frequently. Try to learn everything you can about your customers in order to tailor your service approach to their needs and buying habits. Talk to customers about their experience with your company, and listen to their complaints. In this way, you can get to the root of customer dissatisfaction.

4. Treat people with courtesy and respect.

Remember that every time you, your employees and your colleagues make contact with a customer – whether it’s by email, phone, written correspondence, or a face-to-face – the interaction leaves an impression with that customer. Use conciliatory phrases – “Sorry to keep you waiting,” “Thanks for your order,” “You’re welcome,” and “It’s been a pleasure helping you” – to demonstrate not only your commitment to customer satisfaction but your dedication to courtesy.

5. Never argue with a customer.

You know very well that the customer isn’t always right. However, it is important that you do not focus on the missteps of a particular situation; instead, concentrate on how to fix it. Research shows that seven out of 10 customers will do business with a company again if that business resolves a complaint in their favour.

6. Don’t leave customers in limbo.

Repairs, call backs, and emails need to be handled with a sense of urgency. Customers want immediate resolution, and if you can give it to them, you will probably win their repeat business.

7. Always provide what you promise.

Fail to do this and you’ll lose both credibility and customers. If you guarantee a quote within 24 hours, get the quote out in a day or less. If and when you neglect to make good on your promise, apologise to the customer and offer some type of compensation, such as a discount or free delivery. Overall, only make promises that you are confident you and your business can keep.

Key Steps for Buying a Business

The following overview provides a high level insight into the approach which can be adopted in exploring a potential acquisition where no formal sales process exists i.e. where the target company has not been put “up for sale” but is the subject of an unsolicited approach. The steps involved in a formal sales process are broadly similar, with the principle differences being the early availability of comprehensive financial information, defined timelines and the presence of competitive bidders for the asset.

It is important to define the approach you plan to adopt in executing the transaction. The streams below warrant consideration, though the final approach will need to be tailored to the complexity of the business to be acquired.

Preparation

Selecting the most appropriate target can be time consuming; when faced with multiple potential options, it is important to be clear in defining the strategic motivation in pursuing an acquisition. Examples include:

  • A search for revenue and cost synergies
  • Ambition to scale-up
  • Margin enhancement
  • Geographic expansion
  • Growth in the customer base and sales channels
  • Removal of a competitor
  • Technical abilities / asset base / brand opportunities

The spectrum of targets may be large so, to facilitate an efficient search process, it is important to screen and shortlist potential targets against a set of pre-defined metrics. Commercial and financial considerations will comprise the core of these; one of the most important things to address at the outset is the achievable “bite size” in terms of how much you can afford to spend on the acquisitions as this will guide the size of targets to evaluate.

Additional key considerations to include in the screening and shortlisting process are:

  • Financial performance and balance sheet strength
  • Core products and their relative contribution
  • Customer base and concentration
  • Cost saving and potential synergies
  • Manufacturing facilities and estimated capex required for the future
  • The business’s reputation among customers and competitors
  • Strength of management and any key staff risks
  • Pension liabilities
  • Other potential undisclosed liabilities, such as tax, legal, and environmental.

This is not an exhaustive list as the criteria employed must be tailored to specifics of the business and the sector in which it operates.

Valuing a business is the next stage of preparation.  This process can be subjective, though a number of established approaches can be applied. Commonly used methodologies include:

Each methodology requires a detailed analysis of the companies under consideration in arriving at an indicative valuation. The various approaches can also be using in combination as a means of cross checking.

Prior to making any approach with an Indicative Offer, consideration needs to be given to how the purchase will be financed. The size of the acquisition and nature of its business will influence the range of financing available. Typical sources include:

  • Senior debt
  • Mezzanine debt
  • Private equity
  • Invoice discounting

There are merits associated with each of these sources of funding and it is important for companies to understand the typical conditions and requirements of each of these options to assess the impact on its existing business and future plans.

Indicative Offer

While unsolicited approaches are not uncommon, if not carefully orchestrated, the dialogue may not gain traction if the approach arouses suspicions as to the motivations of the purchaser. It is critical therefore that the manner in which the Indicative Offer is documented and communicated to the target demonstrates that the purchaser has serious intent and is not a competitor “kicking the tires”.

Due Diligence & Final Offer

A Confidentiality Agreement (CA) will be signed between the parties if discussions proceed beyond the Indicative Offer stage. Once the CA is signed, Due Diligence can commence; this is critical prior to making a Final Offer as it comprises a detailed examination of the target across all aspects of the business. It is important to prepare a list of all documents and information the purchaser requires from the target to undertake their due diligence. The objective of this phase in the transaction process is to ensure the purchaser is aware of all material information on the target prior to revising and finalising their valuation of the business.

At the end of Due Diligence, a Final Offer Letter is submitted. This will include the price the purchaser is offering for the business and how they propose to structure the payment. This may be a 100% “up-front payment” or as a partial payment e.g. where 60% is paid initially, with the balance subject to an “earn-out” payment over a specified number of years. This will have a series of financial milestones, which must be achieved by the target so as to trigger the payment of the earn-out component.

Negotiations & Closing

After a Final Offer is submitted, the closing of the transaction remains subject to final negotiations based on conditions outlined in the Final Offer Letter. A number of these will relate to the confirmatory due diligence, which must be completed prior to closing. However, a key point of discussion will be focusing on the Working Capital requirement of the business.

Working capital can be a point of contention with the potential seller as they will wish to minimise the amount that remains in the business. Assuming agreement is reached and a Final Price agreed, the legal documents are signed and the process of payment of the proceeds and transfer of ownership of the business commences. Depending on the nature of the acquisition, Competition Authority approval may be required and this may delay the actual transfer of funds/ownership between buyer and seller.


Further Information

If you are considering an acquisition or disposal of a business, AIB Corporate Finance has the depth of experience to guide and advise you throughout the process.

7 Ways to Hold Effective Meetings

Effective business meetings are an exercise in communication: we speak, we listen, we discuss, we decide. Meeting rules may vary from one situation to another, but holding effective meetings is essential to getting things done. If you want to learn how to conduct a meeting, here are nine simple ways to help you through the process.

1. Call only necessary meetings

Before you begin the whole process of calling and holding a business meeting, ask yourself if it is really necessary. Do certain people actually have to gather in the same room to accomplish your purpose, or could a series of phone calls or an email serve the same purpose? Develop a reputation for calling meetings only when necessary, and people will be more willing to devote their time to them.

2. Invite the right people

Invite people who have something to contribute or who need to be involved in the discussion. If you have to consult someone for information or authorisation about an agenda item and that person is not there, it’s frustrating for everyone. Consider inviting them just for a specific agenda item. On the other hand, don’t invite people just because they are at a certain level in the organisation. Busy people appreciate your consideration of their time.

3. Create an effective agenda and distribute it well before the meeting

An effective agenda is much more than a list of topics. It can function as a meeting announcement, as well as a tool to help the meeting organiser  control the discussion. Sending it out in advance lets people know what will be discussed and gives them an opportunity to gather information they will need and prepare their input. Effective meetings begin with effective agendas.

4. Start and finish on time

Don’t wait for latecomers – start on time without them. You should also avoid the temptation to bring latecomers up to date on what has taken place before they arrived, a practice that penalises those who came on time. People shouldn’t be rewarded for upsetting everyone else’s schedule. Allot time to each subject on the agenda and stick to it. Effective business meetings start and finish on time.

5. State the objective at the start of the meeting

State an objective that is results-oriented rather than discussion-based. e.g. “We are meeting this morning to approve the final budget for next quarter.” This is a measurable objective, toward which you can work during the discussion. Don’t say, “We are meeting to discuss…” After all, you could discuss for hours and technically you would have met your objective, but you could hardly describe it as an effective meeting.

6. Keep the meeting moving toward its objective

Don’t let people drag the discussion off track. Keep reminding them of the objective and redirect the discussion back when they stray. Your communication skills come to the fore as you lead a business meeting.

7. Don’t just sit there, say something!

But what if you are attending someone else’s meeting? Can you still contribute to making it an effective meeting? Yes, you can. Assuming you have received an agenda in advance, carefully consider what materials you should take with you and any information you have that would be important to the discussion. Make notes of any points you might make at the meeting. Having something to say and saying it is the best way to contribute to a successful meeting. Do your homework in advance and you will know what role you should play.

Tips to Mitigate Against and Handle Security Breaches

Risk assessment. Similar to any other risks that a business may face, when seeking to prevent cybersecurity breaches, the first step should include quantifying the risk. In the cybersecurity context, this will include identifying certain elements of a business’s system that are particularly exposed. This will range from the vulnerability of the company’s online web presence to the possibility of physical access (on-site) to a networked platform. Risk assessments should be carried out on a regular basis so that new threats can be identified and the business remains aware of current trends in cyber threats.

Software Security Measures. Having identified areas of risk, tailored security measures should be put in place to address these concerns. The company’s IT environment should include effective firewalls and antivirus software to deal with threats. It should also ensure that software used in the business is kept up-to-date with the latest security patches and updates.

On-Site Security Measures. The most effective software solutions will often be rendered useless where a breach of cybersecurity occurs through a breach of the company’s system from within. Sensitive computer systems should include effective access control restrictions, server rooms should be secured at all times and disposal of IT equipment should be handled securely by competent staff.

Service Providers. A cybersecurity breach in a third party, providing services to a business can be just as damaging as a breach in the business itself. Unfortunately, the business is likely to have even less control in this scenario; therefore, it is essential that all relevant contracts clearly delineate responsibility between the parties. On the occurrence of a cybersecurity breach, when time is critical, protracted negotiations on liability should always be avoided. Contracts with software providers should also be reviewed to ensure that maintenance services and bug patches apply to earlier versions of the software that may still be in use, and that any software updates are made available to the company on release.

Testing. One of the best ways to reduce the risk of a cybersecurity breach is to undergo testing, such as system penetration testing. Companies can avail of a range of tools from cybersecurity providers that will simulate an attempted system intrusion or a widespread DDoS (Distributed Denial of Service) attack.

Company Policies and Training. Putting in place effective policies to handle cybersecurity breaches is essential in mitigating the risk of a breach. This may include a specific cybersecurity policy, as part of a comprehensive IT policy. However, even the best policies are useless if staff are unaware of the content of policies or how they should operate in practice. Educating staff on potential threats and how to report them up the chain can be vital in the early detection and response to a cybersecurity breach.

Cyber Insurance. As the number of cybersecurity breaches has risen exponentially over recent years, a number of insurance products are now being made available to deal with the damage. Whilst the cybersecurity market is still relatively small, larger organisations are now beginning to take out such policies to mitigate risk. Cyber insurance policies often include a range of additional extras, such as access to technical experts that can assist a business in responding to a breach.

Handling Cybersecurity breaches

Where a cybersecurity breach has occurred, acting quickly (and efficiently) will be essential in minimising the damage.

Containment. One of the first responses on becoming aware of any cybersecurity breach is to contain the problem. Where it is possible that a third party has gained access to a system, such access should be blocked immediately. Where a breach involves the ongoing unauthorised disclosure of personal data, access to such data should be restricted. Whilst these actions will be obvious, it will be important to be aware of the disruptive effects this could have on the business. For example, shutting down core systems may also raise business continuity concerns. Therefore, it is important that backup systems are deployed where necessary to mitigate these effects. Finally, any immediate technical response, carried out by the business, should be comprehensively documented as it may need to be reported to the authorities at a later time.

 

Investigate. A full investigation should take place to assess the scale of the breach. In order to put in place appropriate remedial actions, it is important that the scale of any breach is not underestimated. It is also important that appropriate individuals are put in place to handle this investigation. In this respect, it is often beneficial to seek out external technical expertise, who may be more adept in identifying areas where the breach may have occurred. In parallel to any technical investigation, it is advisable that an external legal team carries out a similar investigation so that advice can be provided on the ramifications, whilst the business will still be protected under legal professional privilege, which may become relevant where future litigation may arise from the breach.

Notifications. Legal advisors will be able to advise on any reporting obligations that may come into effect on a cybersecurity breach. Where there has been unauthorised access to personal data, there may be notification requirements under data protection legislation. In Ireland, the Personal Data Security Breach Code of Practice would apply. Under this Code, the business, as a data controller, would be required to notify the Office of the Data Protection Commissioner (ODPC). At all times throughout this process, the business should be in continuous contact with the ODPC, who is likely to request detailed reports on the breach. These will be informed by the company’s response to the incident and any remedial action that is being considered. The ODPC will also be able to provide guidance on how data subjects should be contacted (if necessary). Furthermore, there may be sector-specific reporting obligations or procedures that need to be assessed (e.g. telecommunications operators or financial institutions). Finally, the business should consider all other third parties that may need to be notified (if not done so already); this may include the police, banks and insurers.

 

Public Reputation. Depending on the type of business, a cybersecurity breach can destroy a company’s credibility and therefore it is important that reputational fallout is minimised. Certain public relations professionals will have experience in dealing with this type of crisis management. Where applicable, the company should try to keep the public fully informed about the extent of the breach and remedial actions being taken. Drafting appropriate press releases, taking customer calls and providing updates via social media should be considered, so as to avoid the impression that the company is trying to conceal information.

Post-Crisis Actions. Once the immediate aftermath of a cybersecurity breach has been dealt with, the company should carry out a formal review of the incident and response in order to identify any areas, processes or procedures which may need to be updated. Any particular technological vulnerabilities (whether discovered through the breach or a subsequent investigation) should be addressed. Any contributory role of third parties should also be assessed. A breach caused by third parties may amount to a breach of certain provisions of their contract and any potential claims should be submitted in due time.

Conclusion

Through a raft of recent highly-publicised incidents, businesses are becoming more aware of the potential harm that can be caused by cybersecurity breaches. As discussed above, there are measures that a company can put in place to mitigate these risks. However, as the type of cybersecurity breaches can vary, it will be important that the company tailor accordingly any preparation for, or any response to, a cybersecurity breach.