Taxing times for interim consultants as IR35 introduction confirmed

9th March 2021

By Rachel Frankland

Last week’s Budget confirmed what many interim executives had been expecting – the planned extension of IR35 to the private sector is going ahead next month.

Despite industry pleas for the major change to off payroll working rules to be further delayed due to the ongoing economic fallout from the pandemic, there was no mention of IR35 in Rishi Sunak’s statement to the House last Wednesday.

So the new rules will come in on April 6th – a year later than originally planned.

Medium and large sized private sector firms (over 50 employees) will thereafter bear the responsibility for determining the IR35 status of all consultants and contractors.

In sectors like financial services, risk averse employers including high street banks took an early decision to go for a safety first approach and ended all off payroll contracts last year, amid claims HMRC’s own Checking Employment Status Tool (CEST) was not delivering clear outcomes.

Moving interims on to company payrolls inevitably means paying full income tax and National Insurance and being taxed on expenses as an employee. Given current economic conditions, companies are not substantially increasing interim day rates to compensate for these increased tax deductions. But a growing number are offering fixed term contracts, many of which build in a benefits package and the option of a retention bonus – which go some way to making up for the income lost through IR35.

Many firms are not, however, willing to place interims on their payroll and instead are opting to hire consultants through umbrella companies which effectively payroll the interim – a move which inevitably will increasingly become the norm for many businesses.

Some career interim consultants not happy with reduced income or operating through umbrella companies have instead opted for a permanent executive role, affording them more financial security in these difficult times, and others have gone down the non-executive director portfolio route.

However, the majority are now accepting that these changes are irreversible.

But while the method of contract may be changing next month for most, what has not changed is the need for businesses to have ready access to executive talent.

This may be to help steer them through organisational change, unprecedented change following a turbulent year, the sudden departure of a senior director, or simply the requirement for a highly specialised skill set they do not have in-house.

HW Interim has access to an extensive network of experienced and talented interim and change management executives for PLCs, large private companies, SMEs and private equity backed organisations.

We recognise that culture fit and aligned values is crucial to the success of any hire and so we spend time understanding our clients and candidates to ensure we get the best fit for both parties.

For an informal conversation about your interim management needs contact HW Executive Interim Consultant Rachel Frankland at rachelf@hwglobalpartner.com or +44 (0) 7595 203229.

Covid crisis reinforces value of NEDs to boards

18th February 2021

The invaluable contribution of experienced Non-Executive Directors (NEDs) to Boards has never been more apparent than during the ongoing Covid pandemic, as executives face unprecedented challenges and pressures. Pascale Gara asked a panel of NEDs about their experience during the past year.

NEDs play an important role in achieving strong corporate governance, promoting the performance of the company and providing crucial independent judgment on issues faced by executive colleagues.

Roles vary according to company size, stage of development, degree of complexity of business/operating model and degree of ownership concentration. This requires different approaches, capabilities and skills from the NED.

In small entrepreneurial-led companies, Covid-19 has sometimes required NEDs to keep the CEO on track by ensuring key business decisions are not made alone, but are discussed so they can benefit from the NEDs’ wider experience of managing crises.

Some companies may still be in a position where the executive team is being built, and a crisis scenario can be an opportunity to develop a strong, cohesive top team that can face into the future. Experienced NEDs bring influencing skills which instil an evidence-based discipline to help the CEO identify and act on important areas of the business.

In large and mature firms with a long-standing business model, Covid-19 may require tough decisions such as scaling down the business without compromising the ability to return to previous growth. NEDs can play an important role instilling change into a business that is used to relative stability.

Crisis and change management, marketing, finance and risk management skills (including the ability to contribute a macro view) are fundamental NED attributes.

In large businesses with a variety of stakeholders, a crisis can expose fault lines. Influencing skills, political savviness and the experience to understand the shifting agendas while remaining effective, are critical NED capabilities.

Whilst the coronavirus has undoubtedly caused serious issues for many businesses, those companies that survive this crisis can use it as an opportunity to reflect on any weakness that it has exposed and the requirements of their Board for future success.

The need to make sure that stakeholders understand what’s happening has never been more important. Information flow is essential, as is giving the executive the comfort and confidence needed to know that they are supported. NEDs give an extra level of objectivity with the ability to step outside the business and return wearing a different hat.

Most companies have dealt with the complexities of going mobile with their employees largely online very well, although the lockdown has brought about a lack of interpersonal connection which has been missed.

Zoom and other VC tools can only go so far; bringing an extra level of formality that is not always desirable. Most NEDs seem to miss the interpersonal elements such as an arm around the shoulder or cup of coffee with the Chief Executive or another Board member, which is not quite so easy to do. Exposure to other layers of the business has also been missed.

Ian Starkey, Chair of the Audit and Risk Committees at DAC Beachcroft LLP and Bespoke Capital Acquisition Corp and Chair of the Audit Committee at Staffline Group, explained how he and fellow NEDs had supported Board executives during the last 12 months.

He said: “Often the NEDs are the best people to spot the stress and fatigue in the execs because they see them regularly enough to identify the changes but not so frequently as to miss them. It’s important NEDs are on the lookout for these signs and do something about it: be empathetic, supportive but firm in coaching the individual through it.

“All the businesses I’m involved with had to make choices that were different to the decisions we would have been making but for Covid. Acquisitions had to be postponed in one case. In another, we had to speed up the investments we had previously planned. A third brought forward the renewal of bank facilities.

“All had to mobilise their IT to enable staff to work from home. What management need from NEDs is recognition that priorities have changed, some strategies have to be scrapped, some accelerated and some delayed. They only have 24 hours in a day, so support them not just in prioritising what has to be done but also in what will have to wait.

“NEDs should get involved in helping management shape these critical early policies, then in monitoring how they are being implemented. Two of the boards I sit on moved to short, weekly meetings when the lockdown started to guide the business through this first phase.”

And despite the virtual nature of contact during lockdown, Ian said relationships with execs had actually been strengthened: “I would say I am closer to the execs than I was pre-pandemic. I probably see them more frequently and more one to one, though obviously we have lost the informal sessions around board meetings such as dinners.

“I can’t say this is ideal and we would all prefer to meet physically, but nonetheless the relationships are building and we have rapport. Like most things in the pandemic, you just have to get on with it!”

Former Agrii CEO David Downie is a Non-Executive Director and coach to the executive team at The VPS Group, and SID and Chair of the Remuneration Committee at NWF Group plc, joining both Boards in 2018.

He said: “Executive teams have been under a lot of pressure so being able to provide support, encouragement that they are doing the right things and occasionally offer some alternatives or call out a wrong choice early has been key.”

Caroline Bradley is an NED at Loughborough Building Society (Audit Committee, ALCO and RemCo) and newly appointed Chair of the Audit Committee at Al Rayan Bank.

She said: “As the year progressed, we realised that accessing services with technology would be more important in the future and that Covid was a game changer in the market. Even though profits were lower due to investment in homeworking and additional provisions, it was reassuring that when the NEDs discussed investment for future prosperity, the Board agreed on a programme of investment in people and technology to ensure that the Society came out of Covid stronger than at the start.”

Caroline Marsh, an NED at Lowell (Board Risk, Audit and Remuneration Committees) and an Executive Coach, said she hadn’t seen management looking to the NEDs for additional advice other than the normal reflections, observations and challenge and using them as a sounding board in the usual way.

But discussing her consultancy business, Caroline added: “I’ve definitely noticed that some of my executive coaching clients have been looking for more advice as they’ve been navigating the crisis, so they’ve been using me more as a mentor than a pure coach. I’ve obviously been delighted to support them in that way.”

Liz Blythe, Audit Committee Chair at Together and Peel Hunt and NED at Car Care Plan, said: “Initially frequent board reports were required because it was such a huge unknown with massive risks and moving so fast. I think the balance for NEDs was to keep informed in such a fast changing environment as well as recognising the need to not distract management. Ten months on, with new tiers and lockdowns, it has just become business as usual really.

“Management in all firms have coped incredibly well. I think it has identified some hidden talents across the firms, and actually seems to have boosted the confidence of the executives; having dealt with something so major and not only survived, but thrived!

“Two of my firms have used the opportunity of reduced volumes to push forward on transformation agendas. These firms have very manual processes, hence why some people have been needed in the office, and lower volumes for a period has allowed work to take place that everyone is normally too busy for.”

One of the key differences NED contacts have highlighted over the past ten months has been the move to remote onboarding for new roles. Feedback has been very positive on how smoothly the transition has been handled by the majority of companies recruiting non-executives during this period.

Caroline Marsh, who joined Lowell’s Board last August, said: “The online onboarding/induction process at Lowell worked brilliantly. It was a far more efficient way of getting to know the business and meeting the key members of the team than if we’d had to coordinate real life (as opposed to virtual) diaries and had to travel up and down the country.”

Caroline Bradley, who joined the Loughborough Building Society Board last March agreed, adding: “The online induction worked well with Zoom calls to introduce the senior team and get to know the business.”

The experience of moving to virtual board meetings also appears to have been a positive one, albeit inevitably not as good as face to face interaction.

Caroline Bradley added: “The virtual boards worked well…we quickly moved to weekly boards to monitor and manage capital, liquidity, and credit risk.”

Caroline Marsh agreed: “As far as board and committee meetings are concerned, we were fortunate to be able to do some of them face to face in October when we were out of lockdown. The rest have been online and in my opinion, have worked equally well.

“I suspect the fact the board was able to meet in person in October has helped with the effectiveness of our online working relationships though. There’s no doubt that from a relationship-building perspective, nothing beats sharing a real life coffee or meal with your colleagues.”

Moorad Choudhry, an NED at Loughborough Building Society (Board Risk and ALCO Committees) and Recognise Bank Limited (Chair of the Board ALCO committee and member of the Board Audit, Board Risk and Board Remuneration Committees), said: “I’ve found it has worked effectively since moving from in person to virtual meetings, but my personal view is that it can never be a completely like-for-like alternative, because the ‘softer’ side of what makes any board or committee meeting truly effective is more do-able when face to face.”

This view was echoed by David Downie, who said: “Mentoring has been harder by Zoom, it’s just not the same when you do not have the personal contact of face-to-face.”

For Joanne Hindle, Chair at Shepherds Friendly and a Non-Executive Director at Bank of London and Middle East, good governance going into the pandemic has prepared the boards of financial services providers for the difficult challenges it has raised.

She said: “Overall financial services companies have coped remarkably well with the move to remote working, thanks in no small part I think, to the regulators’ insistence on operational resilience.

“That said, though, it was a difficult year with more expected of all players, whether executive or non-executive. More frequent meetings, new MI developed to ensure we measured the key issues arising, and getting used to a new way of working.

“Our preparedness on risk also stood us in good stead…the good governance of previous years reaped rich rewards.”

Moorad Choudhry summed up with a call for increased diversity in the boardroom: “A diversified and experienced skill set is very important, especially in the current environment when we are still working through a market-wide stress event and firms, and therefore their boards, need to demonstrate adaptability and speed of response.

“A board that is able to adapt and respond to market events, particularly unforeseen ones, and remain nimble whilst doing so will always be an effective board.”

Pascale Gara heads the Chair/NED practice for HW Global Talent Partner. The coronavirus has created an appetite for skills so if you would like an informal discussion about your NED requirements or want to discuss NED opportunities, please contact her at pascaleg@hwglobalpartner.com or call +44 (0) 781 258 2486.

Care sector seeks injection of executive talent

14th January 2021

By John Wakeford

The fast growing residential care sector is seeking an injection of executive talent as it tackles huge challenges including the ageing population, high staff turnover and the upgrading of its estate.

The boards of larger providers looking to further consolidate a fragmented market are now eyeing struggling sectors like hospitality and retail, which have been forced to shed senior posts in recent months, for the vision, ideas and drive they need to upskill the quality of their management.

The UK’s £16bn a year residential care sector serves 410,000 residents in 11,300 care homes. With 5,500 independent providers accounting for 84 per cent of the market, there is huge potential for consolidation.

The sector has attracted significant private equity investment in recent years, with more than £1.8bn spent in 64 retirement and nursing home deals according to PitchBook. Healthcare advisory company LaingBuisson says PE firms and funds now own 13 per cent of UK nursing and residential homes, with 56,700 beds. They include HC-One with 271 homes, Four Seasons with 203 homes and Care UK with 113 homes. But many of the independent operators who dominate the market run only one or a small number of homes.

Funding for care is split between those who self-fund (41 per cent), local authority funded (49 per cent) and the NHS (10 per cent). The average life expectancy of a resident requiring specialist nursing care is 12 months, with a weekly cost of around £900. For a residential care home resident supported by care assistants, average life expectancy is two years, with a weekly cost of around £650. Total residential care costs therefore range on average from around £50,000 to £70,000. The benchmark for self-funding is having assets above £23,250, and many people are forced to sell their family homes to pay for their care.

Like most industry sectors, residential care has had a difficult year. Two in five care homes have suffered a Covid outbreak over the past ten months, with the resulting doubling in deaths reducing occupancy rates. Costs associated with infection control including procurement of PPE, and staff sickness increasing the sick pay and agency staffing bills, have also contributed to declining margins.

But the longer term outlook for the residential care sector is healthy, with a massive projected increase in demand.

The sector has grown by 4.5 per cent since 2015 and the ageing population will undoubtedly continue to drive increasing demand for care home services. As life expectancy rises, the 65+ population in England is projected to increase by 34 per cent between 2020 and 2035 from 10.5m to 14.1m people. The Office for National Statistics has predicted a 36 per cent growth in the 85+ population alone in the decade to 2025, from 1.5m to 2m.

A report by Skills for Care published in October 2020 estimated up to 520,000 extra jobs would be needed in the adult social care sector by 2035 – an increase in staffing of 32 per cent.

But the sector faces major challenges meeting this ever increasing demand. In 2019/20 staff turnover rates topped 30 per cent and 7.3 per cent of the roles in adult social care were vacant, around 112,000 vacancies at any one time.

Almost a quarter of staff are on zero hours contracts, and with average pay for care workers in the independent sector at just £8.50 per hour the industry’s low pay reputation has traditionally hampered recruitment.

The current economic downturn has, however, seen an upturn in interest from people from a variety of employment backgrounds, many of whom who have found themselves out of work for the first time.

Whilst the number of care home beds is currently increasing, a beds crisis is looming with thousands of smaller, outdated care homes at risk of closure over the next five years according to research by Knight Frank. An estimated 70 per cent of care home facilities were built prior to 2000 and will need upgrading and refurbishment.

All this amid increasing scrutiny from both regulators such as the Care Quality Commission, which grades and issues reports on care homes, and the media, which has turned its spotlight on residential care in the wake of the Covid outbreaks.

Seeking to address all these challenges, the larger providers are now looking outside the highly regulated sector to attract new executive talent. Senior managers in industries where customer service expertise and commercial acumen are both key, are being encouraged to consider newly created executive positions in residential care.

Working on a national basis, recent executive search assignments in residential care we have fulfilled include numerous General Manager roles as well as Chief Financial Officer positions, and we have a number of similar opportunities in the pipeline.

I am keen to talk to both residential care providers looking to upskill the quality of their management, and executives who are interested in joining this vitally important and fast growing sector at such an exciting time. Please contact me for an informal, confidential discussion to find out more.

John Wakeford is a founding director of HW Global Talent Partner. With a specific focus on Financial Services, CFO, Business Transformation, Care and Hospitality, he heads the Interim business. Contact him at johnw@hwglobalpartner.com or +44 (0) 113 243 2004.