For the latest interim management news, assignments etc follow the links below
Micro interim market survey - January 2010 plus Autumn 2009 - The interim management sector Interimconnect Survey of interim managers PDF documents
Professional Indemnity Insurance for interim managers, interim directors, PII plus limited company formation
Latest interim contracts and interim assignments
Advertising on Interimconnect and reach a wider interim audience by
How interim managers are saving 000's in VAT
Latest presentations on interim management by the Interimconnect network
IR35 for interim managers and Income shifting. Engagement letters and IR35 "helpful hints" for interims.
Recent interim assignments won through the Interimconnect network
We need more members ! Can you help?
Project overload? Need experienced interim resources quickly?
Money Laundering Regulations. Important notice for interim Directors and Turnaround Managers (see also next section for Legal Comment on the comment on the changes affecting interims from the legal firm Blake Lapthorn Tarlo Lyons)
Legal comment from the legal firm Blake Lapthorn Tarlo Lyons on the potential impact on Interim Directors, Interim managers of the revised MLR guidelines including Accountancy Service Providers (ASPs)
Companies Act 2006 - Change Effective from 1/10/2008 - Directors and Conflict of interest. Briefing by International Law Firm - Pinsent Masons LLP
Micro interim survey - December 2009 PLUS Autumn 2009 Survey - The interim management sector Interimconnect Survey of interim managers PDF documents
Open the pdf for what interims at the "coal face" think of the current state of "interim UK plc
Open PDF-December 2009
(If you have a comment to add to the December 2009 (Updated beginning of January 2010) survey please e-mail Mike)
Open PDF-August 2009
Professional Indemnity Insurance (PII) and limited company formation for interim managers
Use the Contact form, on the left hand menu, to enquire about Company Formation.
Here is a selection of the unadvertised interim assignments distributed to the network. Please refer to the e-mails sent to you from the Interimconnect network about these assignments. Only assignments marked below "Open for applications" are still open and the date following the assignment is the date that the e-mail was sent out to the network.
If you wish to apply for any of those marked "Open for applications" please refer to the e-mail sent out on the date indicated or contact Mike Measures for the current status.
- Interim Warehouse and ERP implementation manager
- Interim Rail Assets Manager (Open for applications - see the email sent out but call Mike for an update before applying)
- Interim Finance Director
- Interim Facilities Manager
- Interim Bank Chief Operating Officer
- Interim ERP implementation
- Interim - Food sector- business case
- Interim Financial Controller
- Interim Regional Director - Not-for-Profit
- Interim Head of Media Relations - Public Sector
- Interim HR - Organisation/Learning Development
- Interim Project Manager - Factory relocation
- Interim HR Director
- NHS Head of Health Informatics
- Two Interim Business Development Managers
- Production Mentor - Public Sector
- Operations Manager
- Mentor - Public Sector
- Interim to develop an employer brand - Food or Food service experience
- Group Purchasing Manager - Food
- Group Operations Director
- Contract Negotiation and Regulation Manager
- Financial Accounting Project Manager
- Operations Director
- Housing Association - Project Manager
- Business Manager - Furniture
- Quality Assurance
- Project Server implementation
- Telecomms/Internet/Convergence
- Perfumer GM
- Finance Director North West
- Independent Business Review - Chemicals
- Programme Manager
- IT Strategy - Project Manager - Local Government
- Turnaround - Automotive - German
- Sales and Marketing - Europe
- Manufacturing - MRP - Europe
- Marketing - Strategy
- Financial Controller - FMCG
- General Manager - Food
- Programme/Project Management - NHS
- IT Lead - NHS
- Finance Director
- Operations Director
- Interim for a Business Case
- HR Director
- Sales Manager -Automotive
- Cost Engineer
- Finance Director - Turnaround - (BIMBO)
- Commercial Business Manager
- Group reporting - Treasury- Europe
- Senior Procurement
- Interim - Sales Growth
- Finance Cash forecasting
- NHS - Commissioning - Commercial Manager
- Senior Interim Manufacturing and Operations manager
- General Manager - High Tech
- Marketing Director - Telecomms
- Demand Manager
- Charity - Finance Director
- Marketing Director
- Health & Safety CDM
- Manufacturing manager
- 2012 Olympics - Site Manager
- CRM/Sales
- Sales feasibility
- Finance Director - Retail
- Interim Director-Vehicles
- Financial Implementation
- Project Manager
- Procurement - Educational
- Chief Financial Officer - Switzerland - b2b Service
- MD/CEO - Retail- German speaking
- Project Manager ERP implementation
- Regional Sales Director
- Turnaround distressed companies+ "Top End" Recruitment
- Project Manager - acquisition and business transfer
- Interim Purchasing and Supply
- Microsoft Navision - Implementation
- Production/costing - Poland
- Finance Director - Construction experience
- General Manager/CEO -Retail
- Procurement - Public sector
- Finance Director - Turnaround
- 4 IT Project/Programme managers
- Senior Interim IT Transition Project Leader
- Project Manager - Relocation
- Procurement Manager
- Finance IFRS
- General Manager
- Head of Contract Management
- Supply Chain Director
- Project Manager
- Project Director
- Business Process re-engineering
- HR Interim Manager
- Two Contract Managers -NHS-
- IT Project Manager -
- Personnel Manager -
- Company Secretary Public Sector -
- Senior Test Manager/Director -
- Interim General Manager - Retail
- Global Retail Finance
- Head of Development, Local Authority Services
- Plant Manager - Spain
- Interim Group Financial Controller - Consolidation
- Head of Information Services (IT)
- Interim General Manager with Spanish
- Senior IT Programme Manager
- Internal control manager
- Sales and Marketing Director
- Chief Executive Healthcare
- Demerger Manager
- IT Infrastructure Manager
- Financial Controller
- Training Manager
- Financial Services
- NHS Interim Business Analyst
- Health and Safety Manager
- Marketing Director
- Telemetry
- Two Interim HR Managers TOC
- HR Manager - Automotive
- Financial Services
- Financial Controller/Mentor
- Systems Architect
- Support Business Appraisal
- System Analyst NHS
- Procurement, Interim Purchasing
- Project Manager
- Financial Controller, Group Reporting Manager
- Project Manager
- Sales Manager
- Commercial Director
- On line Sales Contact Call Centre
- Sales Manager
- HR Manager
- Treasury Manager - working capital reduction
- General Manager Sales focus Recycling
- HR Business Partner
- Project, Change Manager Public Sector
- Procurement - Sierra Leone
- Production Manager -Production improvements - Romania
- Project Manager-Production
- Operations Director - Mentor - Property
- Financial Director - Maternity leave cover
- Asset Management Utility
- Site Manager -Portugal
- Configuration Engineer
- Finance Director -Property
- Maintenance and Reliability Manager interim contract
- Programme Manager Interim NHS
- Supply Chain
- Project/Programme managers (X4) Automotive
- Product recall
- Station Manager
- Communications manager
- Interim Call Centre - Project Management - interim assignment
- Manufacturing relocation - Project Management
- Finance Manager
- Transaction Process Improvement
- Reporting and Management Information Systems
- Project Director -Construction interim contract
- Sales Manager -BPR
- Change Manager - interim assignment
- Business Process Manager
- FD SAP/Shared Service Centre
- Construction
- IT Manager Midlands interim contract
- Fixed Asset ERP
- HR
- Packaging expert - interim assignment
- Project Managers Train/Rail experience
- Interim Procurement Director Interim Maternity leave
- Procurement manufacturing
- Project Manager - NHS
- Shared Service Centre
- Finance Director -Construction
- HR Shift manager
- Personnel Manager
- Train or Interim Rail experience - interim assignment
- Business Process Manager
- Project Manager - Bids- North
- CEO -Business Support - North
- Finance Director/Controller -Train or Rail experience
- Purchasing and Supply Chain (X 6) -
- Marketing Director large Plc
- Finance Manager - South West - Interim Contract
- JD Edwards
- Pharma. E- Learning
- Compliance Officer- Food
- International Sales Manager
- Integration Test Manager
- Project Manager
- Quality Assurance
- Manufacturing/project manager Interim maternity leave assignment
- Clinical Services - Public sector
- MD Capital Project Management
- Asset Management- Public Sector
- Financial Controller
- Sales Planning
- IT Manager
- Sales Manager
- Supply Chain Italian
- Procurement
- Head of Internal Audit - Public Sector
- Finance Director with listing experience interim assignment
- Turnaround MD with plastics, rubber experience
- Project Manager with mechanical engineering
- Public Sector IT Programme manager
- Outsourcing Financial Services
- Head of ICT -Interim IT
Interimconnect is the most visited senior career Interim network website in the UK. Website visits in February 2010 were 1535
Hits were 23,482 and page views 6172 pages.
The website is optimised on the internet.
More and more companies and organisations hiring interims are using Internet search engines to check them out. Try your own name and interim on Google UK pages? If you do not appear with an interim key word what message does that give about you and your interim experience?
Now try Keith Baker interim or John Coward interim on Google. Or Val Croft Interim. All advertise on Interimconnect.
As a member you can leverage on the success of the Interimconnect website by Linking your own website or Have your own dedicated webpage
Interimconnect is the only network where through the Search facility organisations can see the interim skills and experience of our 1500 members.
For further information on how to "widen your" interim audience please use the Contact form on the website.
"Hi Mike,
Have just seen the comments re Flat Rate VAT. Members need to be careful, current VAT rate is 15% if the Flat Rate applicable was 11% it would not be a 4% gain! The 15% is added to the net amount but the flat rate is calculated on the Gross amount therefore on the % above this would be about a 2.4% gain, but still worth having Regards Trevor"
Update above ( July 2009) on the current situation kindly supplied by Interimconnect member Trevor Braybook
"Mike,
I have recently had a telephone audit from HMRC which ended up with them suggesting I sign up for the Flat rate VAT scheme. Might I suggest that you draw members attention to this as I have now signed up and pay a "flat rate" of 11% VAT instead of the output less input VAT calculations. I shall be better off by several thousand pounds a year as I have little if any input VAT.
Simon Cross."
"By the way I fully endorse that member's view of the VAT Flat Rate scheme - it is a real money spinner for me too. I collect VAT at 17.5% but only have to deliver 13% (12% in year 1) so I get paid 4.5% of my invoices for collecting VAT!"
Comment from another member
The latest Interimconnect presentation on Interim Management was to The British Computer Society, BCS, in Central London by Mike Measures and Tim Warren.
Feedback from the event.
"Mike & Tim,
Title of presentation: Interim managers: Powerful agents of change or consultants by another name?
Thank you for giving up your time to share some of your knowledge and experience with us.
We were very fortunate in terms of the excellent delivery and content of both presentations. I am sure you will have gathered this from both the attention and active participation of the audience. We all had a very memorable evening and I hope you enjoyed it too.
Apart from a few independent consultants who have also undertake interim management assignments I think that among the audience there were others with the required management skills who may wish to follow up the possibilities and contact you. Indeed some may have already done so.
Both presentations are now up on the BCS web site:
BCS presentation
Rajan Anketell CEng, CSci, FBCS, CITP
Chairman: BCS Consultancy Specialist Group
The previous presentation on Interim Management was to the Doncaster Branch of the Chartered Management Institute (CMI) with a focus on a Sales assignment.
Feedback from the event was:
" Mike Measures and Paul Kincell presented a thorough and thought provoking picture of the Interim Management scene of today, and made everyone who attended think very carefully about the merits and benefits of these specialised, high achieving, professional managers. I never realised that an Interim Manager could make such an impact within a business, and I for one will consider more carefully their potential use in future.
All in all an extremely interesting evening for all our members who attended, and one which I would recommend to other Branches of the CMI as well as other similar organisations".
Terry Chevens
Chairman
Doncaster and Barnsley Branch
Chartered Management Institute "
Feedback from the previous presentation was:
" Dear Mike and Ian,
As a Chairman of the South London Branch of Chartered Management Institute, on behalf of Management Team and Members, I would like to thank you and Ian McKenzie for giving excellent talks to Institute members at the Novotel Greenwich.
You both delivered very interesting and inspiring talk on Interim Management, the roles of Interim Managers, making a positive impact by improving efficiencies in a organisations. The case study by Ian McKenzie on challenges, how he made the interim move into the Public sector applying advanced manufacturing techniques was captivating.
I and all present enjoyed the presentations. Your talk and Ian's case study encouraged a lot of participation from the audience - clearly indicating that topics were very interesting.
Many thanks once again for taking time out from your busy schedule, giving a talk to South London Branch Members.
Kind regards,
Ashok Unzia,
Chairman,
CMI South London Branch "
As an industry we can still suffer from that "blank look" when you say you are an interim manager. The term interim is still not understood! As a network we take every opportunity to get in front of businesses audiences to highlight the advantages of using career and senior interim managers as a flexible management resource.
Examples of presentations made are:
- "Interim and Change Management in the Public Sector "
- "Maximising Interim Resources within IT Departments"
- Hampshire Branch of the British Computer Society on Interim Management
- Chartered Management Institute in Yeovil
- CMI High Wycombe branch on the value added by interim management
Comment from the CMI High Wycombe branch on the value added by interim management presentation.
"Mike,
On behalf of the committee of South Bucks branch , I would like to
express our thanks for the excellent presentation that Pat Perridge and
yourself put on for us on Wednesday evening. We would certainly
recommend it to other CMI branches and other interested organisations.
Many thanks and best regards,
John
John Franklin
Website Co-ordinator and Data Manager
South Bucks Branch, Chartered Management Institute "
As a member of Interimconnect, would your own professional institute benefit from a presentation on interim management? If so do contact Mike Measures.
As an example of the presentation content follow this link for the BCS programme details: BCS presentation
Exploding the myths surrounding IR35 and Income shifting by Joel Harding
Principal for and on behalf of Hillier Hopkins LLP
We are regularly confidently informed by clients that they are not caught by IR35 because their contract is for less than 12 months and that, according to their reliable mate down the pub, is the end of that. Others with similarly knowledgeable acquaintances have been outside IR35 due to the fact that they work from home, have two clients or provide their own laptop.
The fact is that none of these factors are conclusive . There are, however, three factors which are conclusive. Ready Mixed Concrete (South East) Ltd v Minister of Pensions and National Insurance [1968] 2 QB 497 initially confirmed this and has not been superseded by subsequent case law.
If none of these factors are relevant in the circumstances then other factors, such as those mentioned above, will be considered and there will be a seesaw type situation. There will be various factors pointing towards employment and others pointing towards self-employment. These need to be placed on the seesaw. The more important factors will be placed further away from the fulcrum and the way the seesaw balances determines whether one is self-employed or employed.
Going back to the three conclusive factors, these are as follows:-
Substitution - If one has a right of substitution which is not unreasonably fettered, one cannot be employed. If the end client or agent has the right to insist upon giving prior written consent to a right of substitution, this would be an unreasonable fetter. However, if prior written consent is required, but such consent cannot be unreasonably withheld, that would not be an unreasonable fetter.
Control - One cannot be caught by IR35 if the end client doesn't have the right of control over the way the services are delivered. This is the most difficult of the three factors to prove. It is helpful if the contract has a clause stating that the client has no control but this may be disregarded if this is not the case in practice.
Mutuality of obligations - This is the obligation on the employee to accept work and the employer to provide work on a continuing basis. It is more difficult to apply this concept to an interim manager than a permanent employee. For this reason, HMRC have chosen to disregard this concept. However, as a result they have lost a vast number of cases in the courts.
In practice, there are two ways of applying the concept. It is possible that a contract will specify terms and conditions including day rate etc but will state that there is no guarantee of any work. More commonly, if the contract is to perform a discrete, clearly definable project, and once this is complete, there will be no obligations on either party, this should be sufficient.
This article is based upon current case law which could be subject to change in the future. You should always take professional advice on your contract to take account of your particular circumstances.
Income Shifting
It is well-publicised that HMRC lost the Arctic Systems case where Geoff Jones had paid his wife, Diana, a dividend which HMRC tried to argue should be taxed on him, being the sole fee-earner of the company.
Having lost the case, they decided to legislate to counter this perceived tax avoidance. Initially, the new legislation was intended to be effective from 06/04/08 but the draft legislation issued was widely criticised and its implementation was therefore postponed until 06/04/09.
When the new draft legislation is published, it is likely that some accountants will claim to be able to find a way around it so affected companies will need to decide whether to comply with the intention of the legislation or take a more aggressive stance and try to circumnavigate it.
Joel Harding
Principal
For and on behalf of Hillier Hopkins LLP
Engagement letters
As more members obtain direct contracts , the Interimconnect network is asked frequently, if we have a standard "letter of engagement". How can the impact of IR35 for interim managers be minimised is still a hot topic? As a network I am sure we all different versions and there is no contract that is perfect for every assignment.
Here some recent contributions from IC members: From IC members
"There are some key issues which move a contract away from employer / employee to that of independent contractor. These should be included in any engagement to minimise one's liability to IR35 taxation: (These guidelines assume that one is operating through one's own company.)
- The right of substitution.
a. Irrespective of whether you have someone available or not, retaining the right to substitute one individual with another significantly moves your contract in the right direction.
b. My contracts state:
1. "The Client agrees that, at the Contractor's sole discretion, an Assignee may be substituted, temporarily or permanently, by an alternative Assignee of equivalent experience."
- The right to determine your own activity / time
a. If you retain the right to determine how much time and effort and in what direction, then this again moves your contract in the right direction. It also enables you to take time off (holidays etc) at your own discretion. This is normally enabled by tight definition of results or of a specific project.
b. My contracts state:
1. The Contractor's Assignee will be solely responsible for determining the amount of time required to successfully complete the assignment.
- Establishing that your company acts as your employer, not the client
a. My contracts state:
1. The Contractor acts as, and assumes responsibility of an employer for its Assignees. These responsibilities include, inter-alia, responsibility for payment of salaries, deduction of tax and payment of National Insurance contributions.
- (For me, normally) outside of the interim contract, it is always a good policy to use your own equipment, rather than use that supplied by the client. Obvious examples are computer equipment - so using your own laptop whilst on site with the client, and keeping it with you at all times. This equates to "providing and using your own tools" - not something one would normally expect of an employee. "
Another contribution from a member.
"Hello Mike,
A few contributions re IR35:
My Accountant advised:
- never mention 'work' in your interim contract with an end-client - 'assignment', 'task', 'project', 'programme' etc - anything but 'work'!
- Always sign in as a visitor, even if you are there almost every day. You do NOT want an 'employee' pass! Nor should you take any employee benefits - discounts, etc.
It helps to continue to look for other assignments, so keep attending InterimConnect seminars, advertise on the InterimConnect web etc.
I do have an internal email account where I work, but I put my name and company on all my emails so that it's clear I am not an employee to other people within the company.
I have Professional Indemnity insurance as an interim. Hopefully further evidence that I am not acting as an employee.
Finally, it's no use having all sorts of carefully-crafted 'IR35-proof' contract terms if the company then send you a purchase order with their terms and conditions which invariably wipe yours out completely! This happened on my current assignment, so I sent them an 'acknowledgement of order' which included a discreet note in the 'summary of services' that the order is accepted in accordance with the terms of my quotation and refers to my T&C's printed on the back of the order acknowledgement doc (essential that they are on the order ack doc). Hopefully Finance have just filed it! As you are well aware, it's always the last T&C's in communications between the two parties which apply."
Note from Mike. It is important to realise that IR35 status is judged by the Revenue on the actual relationship between interim and client. The contract is only a guide. On an investigation they will take evidence from you and ask your client as well for the actual details of how you operated with them. Therefore all the useful pointers above need to be put into practice to minimise the impact of IR35. Lets hope that the next government will reconsider this whole regime and whether it is appropriate or just for interim managers'.
Can you contribute something as well on IR35? Perhaps you know an interim caught by this. If so do contact Mike.
- Warehouse and ERP implementation manager
- Interim Facilities Manager
- Interim ERP implementation
- Interim Regional Director - Not-for-Profit
- External Retail Business Development
- Operations Manager
- Production Mentor - Public Sector
- Finance Director - Turnaround
- Group Purchasing Manager - Food
- Group Operations Director
- Housing Association - Project Manager
- Financial Controller - FMCG
- Programme Manager
- IT Lead - NHS
- Operations Director - Food
- Group reporting - Treasury- Luxembourg - Private Equity backed
- Charity Finance Director
- Sales Growth
- General Manager - High Tech
- Senior Interim Manufacturing and Operations manager
- Sales feasibility
- Finance Cash forecasting
- Project Manager
- Purchasing and Supply - Turnaround
- Interim FD - French speaking
- Production costing - Poland
- General Manager
- Project Manager - due diligence acquisition and business transfer
- Finance Director - Turnaround - (BIMBO)
- Relocation - Warehouse
- Commissioning manager NHS
- General Manager - Germany
- Personnel Manager
- Global Retail Finance
- Financial Controller
- Sales and Marketing Director
- Training Manager
- Marketing Director
- Financial Controller/Mentor
- Financial Controller
- Support Business Appraisal
- System Analyst NHS
- Commercial Director
- Sales Manager
- Financial Controller, Group Reporting Manager
- General Manager recycling
- Treasury Manager - working capital reduction
- Operations Director - Property
- Financial Manager - Construction
- Public sector - Local Authority
- Business Process Manager
- Procurement Manufacturing
- Financial Controller
- NHS
- Business Process Manager
- HR
- Marketing - Projects
- Rail Franchise Project Managers (X2)
- Finance Manager - South West
- International Sales Manager
- Project Manager Production relocation Latin America
- Public Sector IT Manager
- Sales Manager
- Public Sector Head of ICT
- Project Manager with mechanical engineering
- Transport
- Operations FMCG
- CFO
- Public Sector Facilities Manager
- Finance Manager
- Gardening Sector
- Public Sector- Lean Manufacturing
- Contracts Manager
- HR Manager NW
- Purchasing/Supply chain
- Finance Manager
- IT Director
- Marketing
- Turnaround assistance (See Turnaround successes )
The number of assignment opportunities we are seeing being generated by members of Interimconnect and successes is increasing.
More members are on assignment and anecdotal evidence suggests that about 75% of the Interimconnect network are on assignment at any one time.
This very high percentage is indicative of the quality of the members in this interim network. Increasingly they are running back to back assignments.
This is beginning to mean that for some network assignments and skills it is becoming difficult to fill them.
For example we have an assignment for an interim with Rail experience but members with the required experience, are not available. This applies to some other disciplines as well.
If you know a member who meets the interim network entry requirement but is not a member, do pass on the Interimconnect website details. More members mean more assignments for us all!
If every member refers just one career interim, we doublethe size of the interim network.
As an interim manager on assignment are you suffering from project overload? Or perhaps you have identified an additional interim need in an organisation.
We have helped Public Sector organisations with our free contact service to find available interim managers. We can rapidly build teams as when we put together a shortlist of 20 Interims for an automotive bid in just two days.
If you need a rapid short list of experienced interim managers contact Member required or phone Mike Measures on 01428 714367
1/8/2008. Interimconnect has been requested by HMRC to advise members of changes to guidance MLR 9, which were announced yesterday. You can find the full text of the e-mail below.
Note that it is your responsibility to decide whether your activity falls within the scope of the Money Laundering Regulations.
From: "Pratt, Jennifer (ESM Money Laundering Regulations)"
jennifer.pratt@hmrc.gsi.gov.uk
Date: Thu, 31 Jul 2008 09:38:08 +0100
To: "Ann Faireweather (Recuitment & Employment Confederation)" Mike Measures (Interimconnect), Tom Brass .........
Subject: MLRs 2007 Updated Registration Guidance for Interim
Managers
We would like you to know that the updated guidance MLR 9 Registration Notice is now available on our website
Money Laundering Regulations http://www.hmrc.gov.uk/mlr/mlr9.pdf
Interim managers will only fall within scope of the regulations as TCSPs when they provide their services to clients as director, company secretary etc to businesses operating in high risk areas.
Interim managers will fall within the scope of the regulations as ASPs when they provide accountancy services to clients. Please read the revised guidance for more detailed information.
You may wish to put the link below on your web site for members
HM Revenue & Customs have published their updated MLR 9 Registration Notice following feedback from businesses and discussions with HM Treasury.
Trust or Company Service Providers (TCSPs) and Accountancy Service Providers (ASPs) can check to see if they are required to register with HMRC. New registration dates have also been announced.
You can find out more at www.hmrc.gov.uk/mlr
Helen
Helen Smith | MLR Policy Team | ESM | 3W | Ralli Quays | 3 Stanley Street
|MANCHESTER | 0161 827 0893 | VPN 8327
Comment from the City based Law firm Blake Lapthorn Tarlo Lyons on the updated guidance from HMRC on the Money Laundering Regulations and their impact on Interim Directors or Interim Managers.
New guidance from HMRC at http://www.hmrc.gov.uk/mlr/mlr9-reg-dates-announced.htm means that interims are broadly speaking not deemed by HMRC to fall within the regulated sector for money laundering purposes. However this is regrettably still a complex area. This summary does not replace the need for members to review the guidance themselves and take their own advice as to whether they are within the regulated sector. Interims should therefore carefully read the guidance at especially para 6.1.
One thing that members should particularly note is that any interim acting as company director etc. for a company operating in the UK but incorporated in a "non-equivalent" jurisdiction is affected, and may be deemed to fall within the regulated sector (resulting in strict compliance obligations).
"Equivalent" jurisdictions are listed at treasury.gov.uk/documents/financial_services/money/fin_crime_equivalence.cfm. These countries are currently stated to have satisfactory systems (i.e.they are deemed to be equivalent jurisdictions):
Any EU member state including French overseas territories (Mayotte, New Caledonia, French Polynesia, Saint Pierre and Miquelon and Wallis and Futuna), Dutch overseas territories (Netherlands Antilles and Aruba)
UK Crown Dependencies (Jersey, Guernsey, Isle of Man) and Gibraltar
Argentina
Australia
Brazil
Canada
Hong Kong
Japan
Mexico
New Zealand
The Russian Federation
Singapore
Switzerland
South Africa
The United States
Also any interim who acts as company director etc. for a company operating in any of the following ("high risk") countries is affected, and may be deemed to fall within the regulated sector (resulting in strict compliance obligations) :
Uzbekistan
Iran
Pakistan
Turkmenistan
São Tomé and Príncipe
The northern part of Cyprus
These lists may be reviewed. Interims should regularly check these lists.
For further information key parts of the guidance provide that an interim will be caught if the following applies:
6.1.5 Any individual providing their service
As company director, company secretary or partner to a firm carrying out business in the following high risk areas; within a high risk jurisdiction (see sub-para 6.1.13) ;within a high risk sector (see sub-para 6.1.14)
unless the firm is: already supervised under the MLRs or a public authority or a firm authorised by a public authority to act on their behalf where the only customers are also public authorities
6.1.14 What is a high risk sector?
- A firm carrying out frequent cash transactions of 15,000 euros or more
- A company operating within the UK but incorporated outside the UK in a non-equivalent jurisdiction
- A company with a holding interest in their capital held in the form of unregistered bearer shares
6.1.15 What is an equivalent jurisdiction?
This is a country with anti money laundering systems/countering terrorist finance regimes of similar quality to those of the EU. The Treasury's financial crime page contains a list of countries considered to have equivalent anti money laundering and countering terrorist financing regimes.
http://www.hm-treasury.gov.uk/documents/financial_services/money/fin_crime_policy.cfm
Accountancy Service Providers (ASPs)
Interims should also note that if they undertake any of the "accountancy" activities listed under para 7.1.5 such activities may be deemed to fall within the regulated sector. Of most relevance to interims, perhaps, is the provision of tax advice. The difference between tax advice and tax information is explained in paras 7.1.3 and 7.1.4 of the guidance.
Interim finance managers and directors who are not already supervised by a professional body and who get involved in advising or making decisions on their client's internal tax and accounting affairs will need to pay particular attention to the guidance and seek advice as to whether their activities fall within the regulated sector.
This note is not a substitute for detailed advice on specific issues and problems you may have and should not be taken as providing legal advice on any of the topics discussed. Blake Lapthorn Tarlo Lyons would be happy to assist with any enquiries you may have but cannot accept any liability for any action you take or do not take on the basis of the comments above. Please contact kevin.barrow@bllaw.co.uk or frances.lewis@bllaw.co.uk if you need further advice.
There are a number of changes in the Companies Act 2006 provisions which be effective from 1 October 2008 and require action before that date.
Probably of main concern is conflict of Interest of Directors.
Interims need to be well informed about this because the Directors in this context includes Shadow and De-facto Directors (i.e. anyone that appears to be acting as a Director but may not be formally appointed. . Failure to comply can be a criminal offence.
In some cases it will be necessary for interims to review and act about potential conflicts of interest before the 1st October 2008 .
Provisions
- To avoid conflicts of interest - section.175
- Not to accept benefits from third parties - ssection.176
- To declare interest in proposed transaction or arrangement with the Company - section.177
- To declare interest in existing transaction or arrangement with the Company - section.182
Examples of conflicts include Directorships/links with : significant shareholders/investors; customers/suppliers; competitors; trade bodies/Government agencies;Nominee directorships, JVs etc
Pinsent Masons LLP the International Law firm have provided Interimconnect with a briefing available in a pdf format.
If you wish a copy of that briefing please use the Contact form on the website with "Conflict of Interest PDF" in the text plus your name.
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