Professional Documents
Culture Documents
There are 2 ways of making money. Employment & Self Employment. Nothing is more addictive than a salary. Never take a job if you want to be wealthy. You are rich through what you own not what you earn. To start a company, apply to register your business as a company. Registration is with the government company registry office. Find a local solicitor and ask him to apply for you. This is because you might be unfamiliar with the paperwork. The fee is affordable. The application will require: A brief and general statement of the business that you intend to run. Make it look funky and good. An original name for your proposed company. It cant be a name that currently exists or has previously existed. You have to provide a postal address that is inside Britain. This address is also regarded as your registered office address. If you have to run a business from home, dont advertise otherwise nosy neighbours will report you to the council. Talk to your accountant or solicitor instead about using their business address. After your application is accepted your company becomes legally recognized. You are then required to have separate bank accounts for the company that isnt your personal one. Once your companys turnover exceeds 0.35M/year you must have your company and accounts audited. Simply put a professional accountant looks at your figures and says they are what you say they are. A copy of these accounts has to be sent to the government company registrar.
Public Companies
These are large companies and the distinguishing character of a public company is that the companys shares can be freely traded in a stock exchange (FTSE, DOW JONES etc) Within the Stock Exchange SE there are 2 types of businesses Market Makers aka Jobbers: They hold a stock of shares in each PLC it deals in. There are about 40-45 Jobbers in the SE. Stock Brokers: They trade shares on behalf of clients and investors. These two form the member firms of the SE. Each member firm has one vote and with this vote they elect an exchange governing body which today is called the Stock Exchange Board of Directors (SEBD). The SEBD have a number of duties they perform on behalf of member firms. To admit new member firms To allow companies to issue shares To regulate markets to retain investors confidence To maintain a compensation fund Investors: Individuals shareholders (minority). Institutional shareholders like Pensions Funds, Insurance Companies, Unit Trusts, Assurance Companies are the major investors/shareholders of PLCs. PLC Shareholders & Directors The British Companies Act states that the shareholders own the company. Each public company has to have a board of directors. This BoD is required to run the company on behalf of the shareholders. The BoD may not elect new directors and may not issue and sell new shares in the company. These actions can only happen by holding a meeting of shareholders at which a resolution is passed. Each year the BoD calls an Annual General Meeting AGM of shareholders. Proxy cards are used. Mergers and Takeovers : Consider company A (Intel) whose directors decide to attempt to buy up company V (Logitech). Intels directors propose to Logitechs board that Intel buys all of Logitech shares at a stated price. If Logitechs board agree, the deal goes through and it is called a Merger. If Logitechs board reject the proposal, then Intel attempts a hostile takeover. Intel obtains a complete list of Logitechs shareholders, from the Companies Registry Office - Company law requires all PLCs to keep an updated list of shareholders available for public inspection. Intel posts an offer to buy Logitech shares to all Logitech shareholders, with a return paid Acceptance slip. There must be a stated closing date for the offer. A shareholder who signs and returns an acceptance slip is bound to comply with the offer, regardless of any subsequent later and better offer. If Intel fails to get over 50% of Logitech shares, then Intels board may decide to make another and higher offer. Otherwise the takeover fails. The board of both Intel and Logitech send Logitech shareholders persuasive letters to get them to accept or reject the offer. This is called the cash offer method. An alternative method of takeover is the share transfer method, which works as follows. Intel board calls an EGM of Intels shareholders and get a resolution passed issuing a large number of new Intel shares. Then, when Intel posts an offer to the Logitech shareholders the offer is for new shares in Intel in return for Logitech shares (not necessarily 1 for 1). This method has enabled relatively smaller companies sometimes to make successful bids for larger companies. It has been used increasingly in recent years.
If Logitechs board intensely dislike the prospect of a takeover by Intel, it can seek out another PLC whose directors they like and persuade them to make a competitive and better bid for Logitechs shares. Such a third company is often called a white knight.
Raising capital
PLCs need on occasions to raise cash to fund re-equipment and modernisation, to fund expansion of the business, to finance development costs of new products, or services, to provide credit to customers, etc, and bad reasons, to fund losses, write off bad debts. Ways of raising capital 1. Borrow from a clearing bank. Easy, high rates of interest, only suitable for short term needs. 2. Long term loans from a merchant bank. Lower rates of interest, but bank may require an equity stake in the project for which the cash is required. 3. With the benefit of financial advice from a merchant bank, issue and sell more shares. The bank will normally underwrite the issue. 4. If only a relatively small increase in the total shares in the company, offer the new shares to existing shareholders as a rights issue. 5. Issue and sell fixed interest shares (bonds). These may be: preference shares, cumulative preference shares, debentures (loan stock), convertible debentures. The latter two normally have some assets of the company mortgaged to them and failure to pay the annual fixed dividend will normally close the company. 6. Beg from the government. If the company is in dire straits with bankruptcy and closure likely, the Govt may step in with funds to avoid possibly a large increase in local unemployment.
Financial Services
1. Clearing banks - Provide an account and a cheque service and make automatic regular payments, such as salaries, for clients. Main source of revenue as short term, high interest lenders. 2. Merchant banks They have several lines of - Providers of capital to businesses, public services, and many overseas governments. Either by providing long term loans arranged with capital providers, or sometimes by taking up an equity share in a clients project. - Financial advisors to company boards of directors on raising finance, arranging issues, and underwriting such issues when sold. - Running venture finance operations whereby risk capital is put up to fund new and small growing enterprises. 3. Insurance companies Provide insurance cover for businesses as well individuals. Policies often sold, not to clients directly, but through Brokers, who are commonly allowed about 20% of the premium paid as commission. Lloyds an insurance market in London in which over a hundred small insurance businesses operate, and by means of brokers collectively insure very large risks started as a marine insurance centre. Now its biggest line business is re-insurance of insurance companies by providing excess of loss policies. 4. Export Credit Guarantee Department Set up years ago by the British government to provide British firms that export goods with special insurance cover that protects them from overseas customers defaulting on payments due.
owned indefinitely. 4/4 Unregistered Trademark No legal right to stop others using it. In rare cases may be of value in actions against a competitor for passing off. Registered Design The appearance of a product may be registered with the Patent Office as a registered design. If the Patent Office accepts the application, then the product is protected legally from close copying. A registered design has a life of 25 years. Original copyright Protects authors and composers from unauthorised copying of their work. This is the oldest form of intellectual property. No formal application needed. To establish copyright over a script or score, mark a copy of it with with the date and the authors name and signature, and a witness name and signature. (Go to the post office and post it to yourself. Make sure this is registered and obtain a receipt from the post office). A copyright lasts for 70 years. An office copyright can be obtained in the same way and it applies to company designs and drawings. Office copyrights last only 10 years. Development / Licensing of a patented design Carry out detail design, manufacture and marketing Carry out detail design and marketing but sub contract manufacture Carry out detail design, but subcontract manufacture and marketing
License the patent rights to a license firm, and not involve oneself directly in the development of the patented design. The following steps are taken: 1. Find a firm that is a likely licensee. Sources of information are the internet, buyers guides, trade journals, trade shows and exhibitions etc. 2. Approach the Marketing Director or Head of the Sales Department as they are always interested in anything that might enhance sales. 3. Ideally show them a working model. If that is not possible a simple written description with excellent illustrations (nothing too technical). Types of license agreement 1. Exclusive license for the whole life of the patent 2. Non exclusive license. Only suitable in certain applications. 3. Exclusive license for a period, usually fairly long, but less than the life of the patent. Potentially the most valuable. Types of license payment 1. Single lump sum. Unusual, and nearly always grossly undervalues the patent 2. Royalty payments based upon annual turnover, i.e. sales. Such license agreements must contain two essential clauses. - A minimum royalty clause which ensures at least some payment to the licensor even if the turnover is low or nothing at all. - An anti-inflation clause to protect the value of the license agreement from erosion by inflation.
Patent Brokers in America When a British inventor is granted an American patent, they are likely to be approached by one or more American Patent brokers. These are not patent agents, but are contact businesses that will find the British inventor licensees in America and arrange the license and payment details, in return for a commission, usually 25% on the license revenue.
exposing his false representation to his colleagues in a way which does not alienate them, thus increasing the chance of their not re-electing him. 4. Finally, set up with the shop stewards agreed procedures for the handling of complaints and demands, particularly ensuring that management is not exposed to spiralling claims.
This occurs when two members of staff in an organisation who are not in a manager subordinate relationship but are colleagues both feel and possibly correctly so, that each has to make some decision about or exercise some control over a particular piece of work or activity or a shared resource. Furthermore if each makes the decisions that each wishes to without restraint or consideration, then the two of them impede and obstruct each other. In analysing the outcome of such conflicts, two features of human nature needs to be remembered. 1. We are all naturally possessive about our roles, and especially the authority and decision making element, and resent intrusion into our roles by others, and often very strongly resent this. 2. It is in our nature, when hurt or obstructed, to look for a person to blame, rather than an inanimate situation. Bearing these two points in mind, one can see three possible outcomes of a structured conflict. 1. If the conflict is mild and the two persons involved are not at all pressed or stressed in their work and have easy going natures, then a usual outcome is that the two of them cooperate in a friendly manner and a spirit of give and take, and this resolves the conflict peacefully. 2. If the conflict is severe, then the two persons start resenting each other, criticizing each other, obstructing each other, and open acrimony between them breaks out. This we term built-in quarrel. Such disputes are often and wrongly attributed to personality clashes bringing criticism and disapproval on the two persons. 3. The third possible outcome is that one of the two persons successfully dominates and bullies the other, has it all his own way, and does exactly what he likes with the shared resource, etc. This is usually because of a dominant character in one of them and a very weak submissive character in the other, though sometimes the domination arises from one having the higher rank or status.
Service Giving
An arrangement which regulates and organises work done in an organisation which necessitates directions and instructions laterally between roles where there is not a manager/subordinate relationship. An essential feature of all modern organisations, it works at the simplest level where just two roles and persons are involved and all other scales of magnitude right up to where very big corporations set up service giving subsidiary companies to service other parts of the corporation. Service givers are roles where instruction is placed on the role occupant to do specified work or provide resources to others when so requested. Service receivers are roles where authority is given to call for the provision of stated work or resources. Problems can arise from this type of relationship 1. Confusion over who is accountable for the cost of service given work, with the risk, which often occurs, of the accountability being placed upon the service givers, whereas properly it belongs to the service receivers. This can lead to confusion and the development of unofficial lines of influence and irregular and inefficient use of service given work. 2. Where the above problem is safeguarded against by making all service given work done on a charging basis, shown in the internal book-keeping, then complaints
arise that the charges made are high compared with outside suppliers with pressure from some managers to buy in service given work instead of having an in-house supply. 3. Professionalism. This term refers to the common situation where service given work is done to a standard, and therefore cost, which is in excess, and sometimes greatly in excess, of what the service receiver actually wants. Called thus because in the Civil Service, where it occurs it is often referred to as doing work to a professional standard.
Matrix Organisation
This type of organisation is used where the work of the organisation consists of carrying out specific contracts or projects where the completion by a certain time of each contract or project is all important. In this it is different from organisations where the work is a slow or steady stream of activity. A matrix organisation is comprised of two parts. There are contract managers and resource managers. The former have little permanent staff but each has responsibility for the execution and completion of a contract or project. All the main resources owned, or employed, by the organisation are in the charge of resource managers. A planning function lays out plans by which resource managers supply contract managers with resources, as and when needed, to carry out their work. Should at any time a contract manager find he does not get a resource he needs when he needs it, he hunts round to find it else where and hires it in. Also, if a resource manager finds he has some resource not currently needed he may endeavour to hire it out externally. Examples of where this type of organisation is appropriate are civil engineering companies, structural engineering companies, product development or improvement departments in commercial companies.
excellence. Matrix organisations provide strong Type A jobs, the project leaders and strong Type B jobs, the functional managers. An essential feature in the selection of project leaders or project managers is finding staff that have a strong preference for Type A tasks.
Payment of Staff
There are four basic approaches to the payment of employed staff which vary widely in form and application. 1. Egalitarian approach. This in its purest form seeks to pay or otherwise reward each person employed in accordance with each persons assessed needs in life. There is absolutely no connection between what an employee does in his/her work and the pay he/she receives. Summed up in the age old phrase From each according to his ability and to each according to his need. This approach is only found in deeply committed charitable, religious and voluntary organisations. However, a partial form of this is widespread in many charities that pay less than commercial pay rates as some degree of commitment to the good cause of the charity is expected from the staff. 2. Performance related pay. Incentive payment schemes for manual production workers, and commission payment to sales staff, are the principal examples. At the top of public companies there are some executives and CEOs who receive profit related bonuses. 3. Pay based on market forces. This appears on the employment scene when there is a chronic shortage of personnel with some particular skill or expertise and employers bid madly against each other to get the limited personnel available, forcing salaries up, sometimes to excessive levels. This can be a very volatile situation as fresh people move into the shortage to fill it, salaries can tumble. 4. Responsibility based bay. This applies to the vast majority of normal employment jobs. The pay is a reflection of the employers view of the responsibility placed upon the employee in carrying out the work. It is responsibility that establishes the pay, rather than the quantity of work or nature of the work. This will be analysed later.
2. Multi factor points rating method. This consists of a requirement on managers, when evaluating a new job, to rate the job against each of a number of job characteristics or factors which are published and described in the organisations job evaluation scheme. For each factor the job is awarded points, high or low according to the managers assessment. Not all factors have the same weight. The total score from adding the points by factors is used to determine where the job should be placed in the pay structure. Typical factors might be: responsibility for work, responsibility for resources, knowledge, problem solving, social skills and physical skills.
Direct Cost The sum of the above two cost. Unit Cost Direct Cost x Factor (Assumption/Estimates) Marginal Cost The actual expense of making just one more A note on overheads Normally allocated uniformly over all products or services. Use is made of unit cost to establish so called profit or loss. Example Product A turnover 30M profit 10M Product B turnover 20M loss 3M The overhead cost from product B can be reduced and the difference dumped on product A which will make them both profitable. Figures Numerical Data Statement of Fact Assumptions and Estimates