Director - Family Office
A trust linked to a discretionary managed portfolio offering, with competitive fixed fees. The trust is domiciled and managed in Jersey, providing a trustee service of the highest standard. The trust is a reserved powers trust and the trustee has a restricted oversight obligation regarding investment portfolio performance. It also provides for the appointment of a Protector nominated by the Settlor.
The Protector will hold some powers and his/her consent will be required for certain actions of the trustees, including the power to consider and request a change in the investment mandate of the trust.
Our investment service pays close attention to the specific requirements of each client:
The following fees apply for the Jersey-based services provided by Stonehage Fleming: Corporate trustee, Asset custodian, Investment manager, as outlined on the guides relating to the Emerald offering below.
A by-product of the BREXIT campaign was the beginning of a debate about the role and standing of experts in the modern world. Michael Gove was widely criticised for saying, in an unscripted response to a question, that people ‘have had enough of experts’, but in doing so, he has perhaps initiated a discussion which is long overdue.
The debate so far has amounted to little more than an exchange of insults between opposing factions. ‘Brexiteers’ have delighted in pronouncing (perhaps prematurely) that most economists and political pundits have been proved wrong, not only over Brexit, but by the election of Donald Trump and the economic reaction. The response of the ‘remoaners’ is to say that in a ‘Populist’ society, major decisions will be taken by people with little knowledge or understanding of the relevant facts and arguments.
The exchange of insults is inevitable, as both sides vent their anger, following an acrimonious campaign. However, there is now a real need for a more thoughtful debate on the role of experts, the value they deliver, their limitations and how effectively we use them. This debate is particularly relevant to family offices and wealth managers, such as Stonehage Fleming, who make extensive use of experts to serve their clients, but also has far wider implications across our society.
Given the relentless trend towards specialisation, more and more experts impact on nearly every aspect of our lives from banking and finance to healthcare, building and planning, and even leisure activities, not to mention giant projects such as commissioning aircraft carriers or nuclear power stations, financing hospitals or expanding Heathrow Airport.
Lady Thatcher once famously said, “Advisers advise and ministers decide”, but it raises the question of whether the advice received has been fully understood and adequately challenged by the decision maker, weighted in proportion to its importance and properly integrated into the decision making process, alongside many other factors.
This can apply all the way down the scale from government ministers making huge capital expenditure decisions and electors casting their votes on the great issues of the day, to ordinary citizens seeking advice on a medical treatment or pensions.
Many of these decisions have become so complex that we are sometimes inclined to rely too much on experts and too little on our own instincts, judgment and analysis. Indeed it is not uncommon for individuals to find themselves in the hands of the wrong specialist, who cannot see the wider picture, with potentially disastrous consequences.
The arguments in favour of specialisation are often very obvious, but it is worth examining some of the negatives, so that we can better equip ourselves to deal with the problems which arise in an expert led environment. This debate is all the more necessary because of the erosion of trust in society, with too many instances of specialists using their knowledge to deceive rather than enlighten their clients, as appears to have happened in the banking industry, for example.
Some would even argue that our increasing dependence on specialists, and the systems they devise, has infantilised the population and according to Yuval Harari in his fascinating book ‘Sapiens’, humans were at their most competent in the hunter gatherer age when they did everything for themselves! It may be helpful to think about this problem from the perspective of the decision makers, who have to ensure they FULLY understand not only the advice they receive, but the scope and limitations of the adviser’s expertise, his or her ability to see the problem in its proper context, from the client perspective, and the possibility that he or she may be subject to bias, for whatever reason.
No economist, nor anyone else can be considered an expert on the economic consequences of BREXIT, because it is an unprecedented ‘one off’ occurrence, of enormous complexity, where the outcomes are obviously unpredictable. Economists can supply important and useful data and historical precedents which may influence us, but this does not make their opinions on the overall outcome more valid than those of other people with some understanding of business and trade.
The problem was that some economists used their reputation as experts in a particular field to give unwarranted credibility to their opinions on the wider issues. At the same time the public wanted yet more information, as though it would somehow make clearer a decision which was actually based not so much on facts and figures, but a massive leap of faith, heavily reliant on instinct and intuition.
Whenever using experts, the client needs to understand to what extent the expert is bringing facts and analysis and to what extent opinion. It is only too easy to believe that the person with all the facts at their disposal also offers good judgement, but this is not necessarily the case, especially where their area of expertise is just one factor in a larger picture.
The client must be able to question and challenge the advice received to satisfy themselves that it is accurate, relevant, and based on a proper understanding of the overall problem. In many instances the ability to challenge requires some understanding of the expert’s field, especially as many experts are not great communicators. This may necessitate one or more intermediaries as a bridge between the expert and the ultimate decision maker, but the more links in the chain, the greater likelihood of a misunderstanding which may lead to the wrong decision.
The CEO of a group supplying safety equipment to power stations in the 1970’s refused to supply his equipment if he could not find someone in the management who understood the totality of how the power station operated. It is difficult to be confident that there is any modern power station which would meet that test, and we clearly now have a banking system where the operational details are only superficially understood by those in authority, who are increasingly reliant on experts to report to the board on the activities of other experts.
Equally, at an individual level, the ability of the client to understand and challenge the opinions of specialist medical consultants or financial advisers is often very limited, so they may also need intermediaries to question and challenge the experts on their behalf. For the wealthiest clients, these intermediaries are available, at a price, and they will filter, distil and synthesise the opinions of numerous experts across a range of different areas, before integrating all the advice and relating it to the problem in hand. It is a complex and skilled process and, even for the wealthy, advisers with the all-round experience to cover this role are few and far between. For the less wealthy, they sometimes have little option but to trust the advice they receive, whether they understand it or not.
In financial services there has been a great deal of emphasis on transparency to reduce dishonest practices, but the reality is that it is just as easy to hide the truth in too much information as too little, if the client does not have the ability to challenge and interrogate.
Experts can be so absorbed by their own subject that they tend to view the world and the problem in hand through the prism of their own specialism, rather than through the eyes of the client. It is not unusual for advice to be given based on a subtle, but crucial misunderstanding of the problem or on an exaggerated view of the significance of that advice to the wider picture.
The expert must understand his role and the context in which his advice is sought. The client must ensure the expert is properly briefed, genuinely understands the whole picture and has the ability to adapt his advice to a variety of different circumstances. This is particularly the case if the circumstances do not fit the profile of the expert’s normal clients and he has to step outside his usual approach.
Understanding the perspective of the clients can sometimes be as challenging and as valuable as the expertise itself.
Expertise can itself create bias, in that the expert will tend to look for solutions in the areas he best knows. An example of this was when the opinion of an expert medical witness in a court case about the death of a baby was discounted by the judge, because the doctor concerned had particular theories around the subject of Munchausen’s Syndrome. This caused him to be biased towards a particular cause of death.
Some experts tend to offer relatively standardised solutions and most have a well-established and sometimes deeply entrenched approach. Best practice among experts can become overtaken by changes in the outside world or unusual features of the particular case under consideration. In many areas conventional wisdom can be shaped by ‘group think’, and subject to quite rapid change, when new thinking challenges old practices – even the regulators sometimes find themselves imposing regulations based on outdated thinking. New regulations nearly always bring more work for experts!
From a different perspective, can you rely on an expert in shares, property or gold to predict future price movements, if their career or finances stand to benefit from rising markets? What you need from these experts is information and analysis, but the judgements should probably be made by someone with a broader perspective, more removed from the market concerned.
In some fields, as experts become increasingly specialised, they tend to speak more and more to each other rather than to their ultimate clients. It is entirely possible for them to become excessively absorbed in their own world, often developing their own language and jargon which becomes incomprehensible even to well informed outsiders. Understanding the expert can become more valuable than the expertise itself!
Some experts also have a tendency to overcomplicate their own subject, arguing that further complications are essential to best practice, perhaps in the interests of risk management.
We must remember that complexity, of itself, can be a substantial risk, and when it is combined with specialist jargon it can severely obstruct the decision maker’s ability to reach the right conclusions.
This surely was one of the prime causes of the banking crisis, where the banking system began to resemble the ‘Tower of Babel’ with everyone speaking a different language and with too superficial understanding of what each other did. It is very clear that the boards of the major banks had inadequate understanding of the risks being run in specialist departments.
On the other hand many experts tend to be very cautious and conservative, deriving their self-esteem from specialist knowledge and the certainty which that brings them. They can be resistant to change and new ideas, which can place them in conflict with the more innovative approach of entrepreneurs and businessmen who are often their clients.
Much of their knowledge is based on processes and factual data (often historic), which may cause them to place too much emphasis on factors which are tangible and quantifiable as opposed to those which are not.
It is of course understandable that experts will want to highlight the risks, so they cannot be held responsible for omissions, but they must also understand the need for advice to be ‘user friendly’.
Anyone who has been in business will relate, for example, to the refreshing experience of dealing with a lawyer who understands the commercial context and sets out the risks in a manner which recognises their materiality to the decisions in hand.
It could be argued that it is up to the client to judge the unquantifiable and to decide what risks they are willing to take, but it can require courage to overturn a very negative expert opinion, which highlights long lists of all the things that could theoretically go wrong.
Some projects, by their nature, require so many experts that massive project management skills and processes are required to integrate their advice into a coherent framework. With every additional expert comes additional risk that a failure of communication may cause a wrong decision. There are so many examples of major government projects going wrong, from PFI Financing of hospitals to Naval Destroyers breaking down at sea, that there must be questions about the ability of those responsible to manage such projects. It may be that too much resource is allocated to paying for the experts and not enough to those responsible for managing their input and ensuring a successful outcome.
At a more modest level, the number of experts now involved in a planning applications can be so great that the cost and difficulty of converting outline to detailed permission and meeting construction conditions may be a real factor in our failure to build enough new homes. Too many experts can create bureaucratic processes which obstruct economic activity and progress.
Rapidly improving and more sophisticated technology, in particular advances in artificial intelligence, will have an increasing impact on the role of experts and how they are used. This will drive experts to operate more in the space where they add value through judgement and experience, with diminishing reward for delivering information, analysis or process. For some experts this will be an uncomfortable transition and will enable well informed clients and lead advisers to do without their input.
The object of this paper is not to decry the massive contribution of experts to our society, but to highlight the opportunities to use their contribution more effectively.
As a Family Office, handling the affairs of wealthy families with complex circumstances, Stonehage Fleming ensure the input of experts is normally channelled through an experienced Key Adviser, with vast practical experience of similar clients. This adviser stands in the shoes of the client family, has to represent and communicate the interests of all family members and reconcile any differences of view. He or she must therefore ensure the key issues are understood by everyone, in order to build a consensus around the decision to be made. His skills and experience will equip him to identify where expert input is required, to select and brief the best people for the job, to manage their input and integrate the contributions of a number of experts into the overall analysis. He or she will equally recognise when further advice is NOT required and will selectively use enhanced technology to replace expert input.
Training and developing these Key Advisers is an ongoing challenge, because the financial services industry has for many years encouraged and incentivised its best people to specialise and hence produced very few individuals with the more broadly based experience and skills to meet the demands of that Key Adviser role.
The same applies to many other areas of our society.
A family business is a journey – challenging, rewarding and often unpredictable. Should you decide to sell the business – often a daunting decision – careful planning and skilled execution are required to ensure a successful outcome.
Perhaps the hardest decision for any family business owner is when, or if, to sell the family business. Selling a family business is like no other sale. It requires an approach which addresses both the family’s issues and the business’ issues as one, with the two often closely intertwined. It needs extensive preparation and great judgement, with timing and stakeholder management often critical.
Most owners have strong family and emotional ties to the business – part of their family heritage and their collective identity. They may also wish to achieve specific outcomes for wider stakeholders, including highly valued staff and long-standing customers. The challenge is even greater when family members are actively involved in the company. Some family members may take a purely commercial view, whilst others believe the business should be handed down to their children and grandchildren and be part of their livelihood and collective identity.
The business is often the most valuable family asset, so the sale should not be considered in isolation from the wider interests and future intentions of the family. The use of proceeds and future careers of family members are important considerations in the long-term success of the family.
It is highly advisable for family businesses to regularly assess their ownership and corporate strategy, both from a business and market perspective, but also with reference to the changing circumstances of the family.
A recent Fleming Family & Partners survey of 90 Ultra High Net Worth (‘UHNW’) families and their advisers (source: ‘The World in 2043: Wealth Strategies for Intergenerational Success’ report), found that they view a lack of strategic planning for the family as the greatest destroyer of wealth. After capital preservation, succession planning was seen as the second most pressing concern. Business owning families need to consider a broad range of factors, including successors to the current owner-manager(s), implications of growth in the next generation family shareholder base and the benefits of wealth diversification.
Individual family members will have additional personal considerations, including their own career aspirations and preference for income, capital returns or long-term investments.
From a business perspective, family owners will regularly monitor and assess market and business developments. Long-term trends such as the impacts of globalisation, increasing regulatory burden or rapid technological change may influence their desire to retain ownership. These developments may also drive wider market consolidation and the family will need to consider whether it has the appropriate resources, expertise and willingness to become an industry consolidator.
An essential element when considering the sale of the family business will be planning for events post completion, including use of the proceeds, as illustrated above. This may include re-investing in new business opportunities, acquiring a more diversified investment portfolio, investing in property or satisfying philanthropic objectives. This is discussed further in the Post Sale section.
It is imperative that the ground work is done well before there is any question of a sale. The more distant the prospect, the greater chance of rational discussion which gives everyone the opportunity to air their views, without the debate must be to work out some parameters and a ‘road map’ which will help those responsible for making the decision when the time comes. Noone can predict the precise circumstances, but if some broad principles have been agreed by the family at an earlier date, the potential for a destructive conflict is greatly reduced.
These principles will help define what factors should influence the decision. They should include a clear statement of the purpose of continuing family ownership, which may or may not include active involvement of family members in the management team. They should also include broad guidelines for the sort of circumstances in which the business should be sold, if it is not purely a commercial decision, and suggest a decision making process which involves all relevant family members.
Ideally, such parameters will be drawn up by the founding entrepreneur, at least 10 years before retirement, preferably in consultation with the family. Failing that, if the business is already in the hands of the second or subsequent generation, it is in the best interests of all for a family agreement to be initiated as soon as possible.
From a business perspective, positioning and preparing the business well ahead of the initiation of the sale process are key to a successful outcome. However, whilst families should be prepared and proactive, they should also be responsive to more immediate developments, whether this is an increase in sector valuations or receipt of an unsolicited approach.
Advance preparation is especially important if an owner-manager or other family members in senior management positions intend to exit the business. Their knowledge and expertise will need to be disseminated to other members of the management team and replacements may need to be recruited and integrated into the business. It is often wise to engage advisers at any early stage to assist with these preparations, to help with identifying any specific areas to be addressed pre-sale, developing a roadmap and positioning the business to maximise its value to a variety of potential purchasers.
Crucially, the family must discuss and agree whether the sole measure of success is price maximisation or if other factors should be considered, such as ensuring the business is transferred into ‘good hands’, to preserve its identity, to safeguard the family brand or to protect the future of the management or staff. There may be strong differences of view among family members and a valuation exercise should take account of these preferences, so that the family can debate the trade-off between price maximisation and other factors.
There may also be disparate views regarding the structure of any disposal. This could relate to the timing of the sale or the degree to which family members wish to remain involved post sale. Some family members may be willing to give warranties and indemnities or receive deferred consideration based on an earn-out in return for potentially higher overall proceeds. There may also be differing views with regards to the form of consideration and whether it will be cash, shares in the purchaser or a combination. Generally, the sooner these issues are discussed, the better.
Once a decision has been made regarding longterm ownership, the family should position the business appropriately to maximise its attractiveness to potential acquirers. This could include operational matters such as where to focus business investment, exiting loss making sectors or improving cost efficiency. They may also wish to develop relationships with decision makers at certain potential acquirers.
Timing is often critical. Sell too early and the family may sacrifice substantial gains; leave it too late and the business may have lost value, perhaps because of sector decline or because the company is losing market share to competitors. In certain circumstances, it may be appropriate to seek outside investment or a strategic partner, for example where finance for additional growth is required. For the purposes of this document we have only considered a full sale; however, in certain situations a partial sale may be more appropriate.
The main areas to be considered are summarised in the diagram:
Selling a business is often highly demanding of senior management, distracting their attention from the day-to-day requirements of running the business, perhaps for a lengthy period. This is especially the case where there is a small senior management team with limited experience of corporate finance transactions. The Chief Executive and Finance Director are normally key team members, usually with a corporate finance adviser who preferably has deep experience of family businesses and can help manage the family perspective as well as the business issues.
It is important to design a streamlined and structured sale process, which minimises the burden on senior management’s time.
The corporate finance adviser will work with management and shareholders across all the work streams to maximise shareholder value. They will also advise on numerous practical issues such as whether to commission independent due diligence which can be sent to bidders (known as ‘vendor due diligence’) or if the seller should prearrange financing packages to offer to bidders (known as ‘staple financing’).
The closing of a well-planned transaction can be highly rewarding for the shareholders, business and management. For the family this can often be a major liquidity event which allows for new strategic direction and flexibility - consideration and determination of which should ideally be agreed well ahead of initiating the transaction. However, this liquidity event can also remove some of the glue that holds the family together and to some extent can cause a loss of purpose and collective identity, especially if family members, including future generations, are no longer involved in the business post completion.
Once the transaction has been completed individual family members often find themselves in very different circumstances with regards to wealth options and personal tax situations and often need to ensure a smooth transition to the next stage of their family journey. Some families may decide to set up a family office to manage their wealth collectively or set up trust(or alternative) structures to manage and protect current and future generational wealth (whether managed directly or via professional advisers), whilst others are happy to transfer wealth to individual family members immediately following the deal.
Defining a common set of family values and objectives can act as a foundation for the family’s new wealth management strategy and help with making decisions regarding specific investments. For example, the focus could be on capital preservation or appreciation; dividend income or capital growth; wealth retention or philanthropy. The collective knowledge and experience built up within the business can also be applied to future business opportunities and investment decisions.
Those families who have a clear plan for the subsequent use of proceeds are most likely to preserve the benefits for subsequent generations.
On the 15th January 2015 Stonehage Group Holdings Limited completed a merger with Fleming Family & Partners Limited (‘FF&P’), a London-based Multi-Family Office.The combined company is called Stonehage Fleming Family & Partners Limited (‘Stonehage Fleming’) and is the leading independently-owned multi-family office in Europe, Middle East and Africa. Its advisory division provides corporate finance and direct investment advisory services as part of a holistic approach to advising wealthy families.
91% of cyber-attacks still start with a phishing email ¬– a fraudulent email designed to obtain sensitive information, deliver malware or extract payment ¬– and they are becoming increasingly targeted, sophisticated, and harder to detect, according to Roddy Priestley, Director of Cyber Security at global risk management consultancy, S-RM.
“We have seen a shift in the way that hackers approach an attack. They are patient and persistent in their approach to stealing data.”
“They build a profile around a target, looking at social media, the news and information on Companies House to understand their working and personal habits,” he told delegates at our 2019 Next Generation Seminar, hosted by Matthew Fleming, Head of Succession and Governance. The seminar – focused mainly on family, communication and governance - takes the opportunity to engage with the next generation of our client families and open their minds to the challenges and responsibilities they are likely to face, including the more practical issues surrounding wealth.
A successful phishing email is unobtrusive, authoritative, and appears to come from a reputable source. Often hackers will instil a sense of urgency in order to prompt their target to act. “We want to lift the veil on how a hacker thinks and understand the psychological tools they might look to exploit their victims sensitivities” explained Roddy.
“Understanding what they are trying to achieve at each stage of the cyber-attack will ultimately reduce risk.”
Roddy brought one of S-RM’s team of ‘ethical hackers’ with him, James Jackson. It is James’s job is to legally exploit vulnerabilities in systems for businesses and private clients, then recommend taking remedial measures to prevent cyber-attacks. During the seminar, James carried out a live hack, demonstrating to guests the process of information gathering and highlighting the level of sophistication a phishing attack requires.
Roddy added, “It is effectively impossible to be 100 per cent secure. We don’t talk about how to make things impenetrable, but how to make the level of sophistication and resources required by the hacker so high that you will not be a target.”
People are inherently trusting, explained Roddy, so a healthy dose of scepticism is a good thing when protecting yourself against cybercrime. He offered some simple tips: be wary if someone contacts you unexpectedly, don’t be pressurised into taking urgent action or giving confidential information. Be vigilant with security, setting up encrypted passwords and multi-factor authentication will deter hackers. “There are often tell-tale signs and common methodology behind attacks. At each stage there are things you can do to defend yourself,” said Roddy. In short, he warned: “Be suspicious.”