By Ron Fior
NOTE: This is the third article in a series from Ron Fior about how CFOs can better manage relationships with CEOs, boards, finance teams, and third parties.
CFOs are often asked to both vet and select third party consultants when working on key strategic initiatives that range from financings, M&A deals, IPOs, to restructurings. From accountants and auditors to bankers and investors, insurance vendors to lawyers, these third parties are essential domain experts and important additions to company in-house teams. Effectively managing these important relationships can mean the difference between a successful transaction and a failed one and/or between effective and efficient Committee work versus chaotic, last minute and unproductive results.
Let’s examine the essential success factors for CFOs working with each of these key constituencies.
Auditors and Accountants
While many CFOs will not have the final say on which auditing firm is selected by his or her company (often the Board/CEO have strong views), you will likely be able to influence the much more critical choice of the audit partner at the firm. The audit partner is a key player who will likely work with the company over a multi-year timeframe. You need to push for your audit partner to have exposure to companies of a similar size and maturity as well as specific industry sector expertise. Communication is most important and that will be facilitated through commonalities with this individual, such as professional networks, personalities, work styles etc. You want a partner who collaborates well and feels comfortable proactively identifying, surfacing, and communicating issues.
When I look for audit partners, I typically seek candidates who:
- Are candid about my company’s strengths and weaknesses from a risk management, policy, and internal controls perspective.
- Embrace a “no surprises” approach and set of expectations around working with me (first) and my CEO (second) and, of course, the Audit Chair & Board to address any issues.
- Understand that my accounting team will initially endeavor to understand and find solutions to issues and then expect to work collaboratively with the auditors’ team to optimize and fine tune them before presenting them to management and the board.
Once you have selected and begun establishing your working relationship with your audit partner, maintaining and strengthening this relationship should consist of regular (every other month) updates with them about company activities and upcoming developments and they in turn should bring up new accounting/audit pronouncements, audit focus areas, etc. This will allow you to continue to enhance your relationship, build credibility with them, seek their input about upcoming strategic milestones and generally stay top-of-mind with them.
Investment Bankers
A second set of CFO third-party relationships that are important cultivating is with investment bankers. In the case of a company pursuing an IPO, analyst coverage and reputation will be one of the most important criteria in the selection of any banking partner. While the CEO, board and company investors will likely control the choice of bank, the CFO will be on point when it comes to this ongoing company relationship.
It is important that the CFO meet regularly with their banker so that the banker can better understand the company’s business and its potential needs/opportunities. Bankers can often also offer a CFO an “extra set of hands” when it comes to adding analytic horsepower to the Finance team. They can help translate data into presentation ready insights, make improvements to modeling constructs, and help a CFO gain access to critical market data otherwise not easily available to them, which can be especially helpful when pursuing an IPO or M&A deal.
Maintaining a strong relationship with your banker is key and should consist of regularly scheduled lunches and attending bank sponsored conferences where a CFO can interact and learn from the experience of other companies. Bankers can provide valuable insights about market trends and Wall Street dynamics and are often the source of potential buyer candidate ideas when it comes to M&A.
Insurers
While a company will work with a variety of insurance vendors, the Finance & Legal teams will together and own the decision about which brokerage firm to hire especially when it comes to D&O (Directors and Officers) insurance.
Every two to three years, many companies will bring in two or three brokers along with the incumbent, have them review the Company’s current coverage and terms, better understand how they are each paid, what services they provide and their industry specific capabilities. I typically ask them to inform us as to what improvements in our coverage/terms should occur, their estimates of how much coverage the company should have, how much that might cost potential savings, and examples of the presentations they provide for the board.
It’s important that once you have selected a broker you keep in touch with them, keep them informed on the business, and regularly ask for market updates. Building that relationship will be beneficial should you need to use the insurance and need to navigate interactions with the actual insurance underwriters, which can be tricky.
A couple of side notes on D&O: D&O rates can be volatile from year to year, so it pays to have ongoing Broker relationships and be doing regular market checks. I have seen how switching brokers can result in as much as a 30% savings as they focus on a different grouping of underwriters! Having an ongoing broker relationship is also important if you are considering going public, because public company rates are often a big surprise for a private company compared to what they have been used to. For those companies outside the U.S. please be aware that D&O insurance is much higher here in the U.S. versus in other markets
Lawyers
In many cases, similar to the decision about bankers and auditors, the board, CEO, General Counsel, and investors may drive the final choice of a company’s law firm. As with auditing firms, the selection of the day-to-day partner within the firm is paramount. Each law partner brings a team with them to work on behalf of the company, so your day-to-day partner is an important adjunct to your in-house organization. This person needs to be more than just smart from a legal standpoint. They should be highly client-responsive, a good communicator, results-oriented, and practical when it comes to understanding the realities of your business.
As a CFO, in the start-up and public company stages, your relationship with the day-to-day partner is really important. You will spend a lot of time working with external legal counsel on matters related to corporate governance (developing Committee charters, board/committee agendas/workflows, and calendaring meetings), reviewing SEC documents prior to submission, and reviewing scripts for earnings calls, press releases and other external communications by the company. Regular communication is key!
Investors
Another extremely important constituency that a CFO should build a strong relationship with are investors. In many cases, investors will already have pre-existing relationships with the CEO, board members, or other investors, and in the case of a public company, these might be analyst or banker referred individuals.
Strong CFOs make a point of taking the time and effort in meeting with and building and maintaining investor relationships, as this helps build a CFO’s and the company’s credibility with their investors and their networks. It is a small world when it comes to investor networks in many industry sectors. Very often if one investor invests in a company several of their friends also invest and past positive exposure of investors with a successful/credible CFO in a particular industry very often leads to future company investments.
In the case of private company board investors, a CFO working in tandem with the CEO can schedule pre-meetings with investors before board meetings, periodically touch base with them around new data and market insights and share information with them about company and competitor performance to leverage their external access to information and their insights about industry dynamics, which builds credibility.
Conclusion
Working with third parties is an important part of the role of the CFO and building and maintaining critical relationships with auditors, insurers, bankers, lawyers, and investors will reap benefits for you and your company over both the short and long term. The common threads in these relationships are credibility and good communications! Like most things, the level of effort that you put into this will be determine what you get out of it. Investing in communicating and building relationships with these different constituencies should be a strategic priority for any successful CFO!
