A company acts through two bodies of people; its shareholders and its board of directors. The board of directors are in charge of the management of the company’s business; they make the strategic and operational decisions of the company and are responsible for ensuring that the company meets its statutory obligations. The directors are effectively the agents of the company, appointed by the shareholders to manage its day-to-day affairs. In Kenya, company directorship is governed by the Companies Act of 2015. In this article we’ll take an in depth look at who exactly a company directors are and the role they play in the company’s management.
NATURE OF DIRECTORSHIP
All
registered companies must have directors, and normally there must be at least
two, although one suffices for a private company. The position of directors is
similar to that of trustees. This means that they do not have legal title in
trust property instead they are bound to invest for the benefit of the company e.g.
in their fiduciary relationship to the company, in issuing shares, and
approving transfer of shares. They are, however, trustees for the company, and
not for the individual shareholders, nor for third parties who have made
contracts with the company.
A
director’s fiduciary duty refers to their trust and confidence in the company. A
fiduciary is someone who acts for or on behalf of another in a relationship of
trust and confidence, which equity protects by imposing on the fiduciary a duty
of loyalty. This duty requires that a director should not utilize the fiduciary
position in a way which adversely affects the interest of the person for whom
the fiduciary is acting.
Directors
are also sole agents for the company when they make contracts for the company
and, as such, are in a fiduciary position to the company and cannot make secret
profits at the company’s expense.
WHAT CAN COMPANY
DIRECTORS DO?
The
powers of directors are usually set out in the company’s Articles of
Association (Company Constitution). Directors have a duty to carry on the
business of the company. They also have powers of management of the company.
The
powers of directors may be increased or in certain circumstances restricted by
the shareholders. If the directors act beyond their powers the shareholders may
vote to have them removed from the position. A director is in a fiduciary
position to the company in his capacity as an agent, and he cannot, therefore,
place himself in a position where his own interests conflict with his duties. Directors
must on no account make any secret profits. Any such benefit is regarded as a
bribe, and the directors are accountable to the company for such.
LIABILITIES OF COMPANY
DIRECTORS
The
directors are liable for negligence or breach of trust in relation to the
company’s affairs. They will also be held liable in cases of fraud or gross
negligence in respect to the company or third persons.
During
the course of a winding-up (process by which a company’s assets are collected
and sold in order to pay its debts), the Companies Act provides that a director
who has misapplied or retained or become liable or accountable for any money or
property of the company, or has been guilty of any misfeasance or breach of
trust in relation to the company, may be compelled to repay or restore the
money or property or to pay such sum to the company as the court thinks fit.
Directors
are personally responsible for fraud; although, where the company has taken
advantage of and benefited from a director’s fraudulent misrepresentations, the
company may be held bound as well as the directors.
Managing a company is no easy feat and so it helps to know what exactly a managerial/ directorship position entails. Hopefully this article provides some useful insight on what the role of a company’s director entails.
Every company has a
reputation. It could include thoughts about your products, services, leaders,
team members, history, and more. And your company’s reputation can also go
beyond to inspire a specific perception — emotional, instinctive, intellectual
— in the people who see your ads, use your products, and eventually, speak to
others about you. That reputation is known as your brand.
Your company also
has a second brand related to its primary brand about how you’re viewed as an
employer. This is your employer brand, and it lives and breathes in the minds
and hearts of your former, current, and future employees.
In today’s increasingly competitive job market, a positive employer brand is critical. Without one, hiring and retaining the best employees becomes challenging — and costly. You need talented, leadership-bound workers to drive your business forward, and the best way to find them is to cast the impression that your company is a great place to work. Everything from the salary and benefit packages you offer to advancement opportunities to weekly happy hours, theculture of an organizationand the treatment of its employees can greatly impact the impression you’re trying to make on potential candidates.
What is an employer value proposition (EVP)?
An employer value proposition encompasses your organisation’s mission, values, and culture, and gives employees a powerful reason to work for you. It’s everything your company can offer as an employer, in exchange for all the skills and experience your employees bring to the table.
An organisation benefits from a well-designed EVP, communicated often to both potential and current employees. A strong EVP can attract and retain the best people, help prioritise goals and agendas company-wide (especially in HR and workforce planning), help re-engage a dispassionate workforce, and reduce hiring costs. Most of all, it contributes to a favourable and robust employer brand.
Before you craft
your employer brand proposition, your company’s benefits should be
well-established, well-defined, and a proven hit with your current employees.
And if they’re not, and you’re looking to revamp things, consider what
influences a person’s decision whether to accept a job offer or not
Who does employer branding?
There can often be confusion about who owns the organisational task of employer branding. At smaller shops, it could be the CEO controlling the messaging or, more traditionally, talent or HR leads. At larger businesses, recruiters might lean on their HR, communications, or marketing departments to help them craft and hone an employer brand.
What’s most exciting
is that your employer brand is no longer just what your company website says it
is. Like it or not, employer branding starts and ends with your employees.
The employer branding process
Step 1. Get
familiar with your company
When you’re able to define your company’s unique attributes, it’s easier to hone an EVP. Get to know your organisation’s core business, vision, mission, values, and culture. Understand what your company objectives are, and what sort of talent is needed to accomplish those objectives.
Step 2. Do an
audit of your employer brand
You probably
already know exactly where your product or service stands in the marketplace,
but you may not be as aware of how your company is viewed in the market or how
it’s perceived by your current employees. Conduct research both internally and
externally with applicant surveys, internet and social media searches, and/or
firms that conduct reputation monitoring. See what’s working at your company so
you can keep doing it, and what areas need improvement — both when it
comes to company operations and morale, but specifically with the talent
acquisition process in order to discover ways to improve it.
Step 3. Define
an employer value proposition
Now comes the part when you can make your corporate messaging sing. Draft an EVP that clearly communicates the values of your corporate brand, while reflecting what’s special about working at your organisation. It should align with your customer brand, but also speak directly to your employees.
Step 4. Use
recruitment marketing
When designing an EVP or other employer brand messaging, consider enlisting the talents of the creative wordsmiths in your own marketing or communications department (or outsourcing this and other brand work to an agency). By borrowing a few marketing techniques — such as starting every branding endeavour with the questions, “WHO are we trying to reach? And WHAT do they want?” — you’ll be in the best position to craft an employer brand that speaks to your exact target audience.
Step 5. Build
engagement among current employees
To help you
become a trusted employer, look no further than your own workforce. For finding
out what it’s like to work for your company, employees are 3x more likely to be
trusted by leads than your CEO. Your employees also shape your company’s
culture, live your values, achieve your objectives, and manifest your company’s
mission. Without their participation, your employer brand would be nothing.
Here are a few ways to get your workers more engaged with your employer brand:
Hone the message.
Use a set of words or phrases that become a part of the company’s vernacular, as a way to describe your company’s values and what the experience of working for your company is all about. Keep it simple, clear, informative, and unique. Use this language in HR or recruiting meetings, and focus this language for your career pages, recruiting sites, social media accounts, and anywhere else your employer brand can be leveraged.
Show off your employees (by having them show off themselves).
Did you know that one in four candidates view other employee profiles immediately after finding out about a job opportunity? Encourage your workers toupdate their online profiles so they’re current, professional, and attention-worthy. Your People or HR department can send out helpful email reminders, no-hassle links, and tutorials on how to do this. You can also leverage the experiences, expertise, and personalities of your employees by having them tell their stories on panels and become subject-matter experts or mentors on topics they’re qualified to write or speak about in their field. Any time your former or current star employees bring positive attention to your customer or employer brand, you’re putting your best recruiting foot forward.
Turn your employees into a social recruiting army.
As your employees update their personal and professional profiles, ask them to write (honest, but ideally favourable) reviews of your company on job listing sites, to post company news and updates, and to share job opportunities to their personal networks as they come up. The average network size of a company’s employees is 10x larger than its own. Since your employees are your unofficial recruiters and marketers, the first step of a good employer brand strategy is to help employees use LinkedIn and other social media networks to represent themselves and spread the word about your company. Ask your social media manager to send guidelines on where and what to post and send links to make it easy.
Nail the onboarding process.
The first 90 days of employment are critical to turning a new team member into a productive employee. Your company can make a deep and lasting first impression by offering a smooth onboarding process. Arm new hires with the tools, introductions, and orientations they need to hit the ground running and start thriving in their new roles.
Offer skills training and advancement opportunities.
Nothing saves recruiting costs more than promoting from within, so give your workers opportunities for personal growth and professional development. Offer management and leadership training, special certifications, and plenty of avenues for career advancement to capture job candidate interest and commitment from your employees.
Step 6. Write snazzy
job descriptions
Job posts are often the first contact candidates have with your company, so they’re a perfect way to promote your employer brand. If you’re going for a brand voice that stands out, instead of, “must demonstrate excellent communication skills” you might try, “You’re the type who’d just as soon pick up the phone than wait for an email; the phrase ‘cold call’ doesn’t give you the shivers,” as a more descriptive, attention-getting way of bringing your organisation’s personality to life. Then, optimise your search engine results using — but not overusing — words and phrases you know your ideal candidates are searching for.
How to improve your employer brand
To increase the number of quality, enthusiastic applicants vying
for positions at your company, your CEO, leadership, marketing team, and
recruiters can all help develop and growth your employer brand. Whether you
have a big budget or small, whether you’re a large company or a start-up, there
are plenty of strategies you can use to think like a marketer, build deep and
meaningful relationships with your staff, and boost your employer brand like a
boss.
1. Don’t focus
on compensation
Your employer
value proposition will be the strongest if you can talk about how a role will
be meaningful (personally fulfilling or about a global good) or a superior work
experience, over compensation, especially if you want to attract younger
candidates. Your EVP should be unique, compelling, and tuned into the deeper
motivations of why a person might want to join your team.
2. Start a
company blog
If you’re a recruiter with a marketing mindset, you know that content — and lots of it — can be a great strategy for competing in a noisy marketplace. Job seekers often check out a company’s blog to get to know an organisation on a more human level. You can post company news, culture updates, and articles written by your employees or company leaders, all in a personable voice. A blog can also be used to highlight the unique people policies, processes, and programs that show your organisation’s commitment to employee happiness.
3. Use rich
media
Use high-quality videos, photos, and slideshows to tell your company story, celebrate your diverse employees, and show off beautiful workspaces. A welcome video from your CEO or hiring manager is a great way to make an introduction, as are staff interviews talking about their experiences working for your organisation. Plan and budget for these and other marketing costs at the start of each quarter.
4. Hire for
diversity
It’s no surprise that who you hire says something about your brand. Having unique thinkers from a diverse range of backgrounds shows you’re not only walking the walk as an equal-opportunity employer, but also extending your brand’s reach (both customer, and employer) into new groups — a sound business move, and a key strategy when building a powerful employer brand.
Discrimination in the workplace is a growing concern in today’s business community. Everyone deserves to feel safe and comfortable in the workplace in order to do their jobs well. Unfortunately, differences between people have a tendency to lead to misunderstandings, and sometimes result in conflict and discrimination. Employers have a responsibility to their workers to protect them from discrimination and unfair treatment in the workplace.
Article
27 of the Constitution grants women and men the right to equal treatment,
including the right to equal opportunities in political, economic, cultural and
social spheres. The article further states that a person shall not discriminate
directly or indirectly against any person on any ground, including race, sex,
pregnancy, marital status, health status, ethnic or social origin, colour, age,
disability, religion, conscience, belief, culture, dress, language or birth. A
person under the Constitution is defined to include a company, association or
other body of persons whether incorporated or unincorporated.
The
Employment Act, which is the main legislation that guides the employer-employee
relationship in Kenya further states that an employer shall promote equal
opportunity in employment and strive to eliminate discrimination in any
employment policy or practice. The Employment Act goes on to state that no
employer shall discriminate directly or indirectly, against an employee or
prospective employee or harass an employee or prospective employee, on grounds of
race, colour, sex, language, religion, political or other opinion, nationality,
ethnic or social origin, disability, pregnancy, mental status or HIV status.
Contravention of the provisions of the Employment Act by the employer shall
result in the commission of an offence.
There
are various forms of discrimination that may occur in the workplace. The four
main forms are listed below.
DIRECT
DISCRIMINATION
This
is the legal term applied when a person discriminates against another due to a
protected characteristic that they may have e.g. race, religion, gender,
disability etc.
ASSOCIATIVE DISCRIMINATION
This
form of discrimination occurs when a person is treated less favourably because
of their association with a person who has a protected characteristic.
PERCEPTIVE DISCRIMINATION
This
is where a person treats another less favourably because they believe that the
other person has protected characteristic.
DETERRED DISCRIMINATION
This
is where an employer gives an indication that persons who have a particular
protected characteristic will not be considered for a job post or opportunity.
It
is important to understand that treatment must be ‘less favourable’ not ‘unfavourable’.
Unfavourable treatment does not require a comparable.
If
you think that you have been treated less favourably than your workmates by
your employer and you believe that the reason for the less favourable treatment
was in any way related to one or more of the protected characteristics, you may
be able to pursue a claim for discrimination.
Tackling
inappropriate behaviour at work isn’t just about having the right policies in
place. It’s about everyone taking effective action to challenge bullying,
harassment and other unacceptable conduct and create a diverse and respectful
working environment.
Here’s
what you can do if you feel you’re being discriminated at work:
DOCUMENT EVERYTHING
Document notable events where you believe you’ve been discriminated against. This documentation is crucial to identifying any trends you believe you’re experiencing. You’ll need to gather a combination of direct and circumstantial evidence to have a strong claim. Evidence will constitute discriminatory texts, emails, memos, conversations while noting when, where and with whom they took place. Don’t forget to keep them secure and don’t share them with anyone else until you’re ready to present the evidence.
EDUCATE YOURSELF ON YOUR LEGAL RIGHTS
Before
you approach your employer with a discrimination claim, you need to seek legal
counsel and learn about your rights. Get the legal definition of what constitutes
discrimination. Present your recorded evidence of the observable trend of
discrimination you’ve encountered to see if you can file a claim.
SPEAK TO A SUPERVISOR
When you know your rights and have gathered your evidence make a supervisor in your company aware that you feel discriminated against. This can be a conversation with your boss or Human Resources representative. Your company will not take action until you directly ask them to. You must communicate that you believe you’re experiencing discrimination and not just uncomfortable or a dispute with a co-worker. Make sure your company understands that your rights are being violated and ask for a follow up and for the company to address your claims. Don’t forget to document this conversation.
SEEK LEGAL COUNSEL
If
your workplace hasn’t addressed your claims to a satisfactory degree – it’s time
to seek legal action. Compile your evidence of discrimination including any
steps you’ve taken to try and solve it and your lawyer will help you file a
case.
Discrimination
shouldn’t be tolerated at any degree in a work place. You should not be
complicit or a victim of discrimination. You’re well within your rights to
question if any less favourable treatment you receive is tied to a protected right.
Don’t let your superiors of fear intimidate you – chances are if it has
happened to you, it has also affected someone else.
At The Manpower Company, our Human Resource Consultancy services are designed to assist your organisation with matters of personnel. By designing and advising you about workplace conduct, we can help both you and your employees navigate concerns – or avoid them all together. Get in touch here to find out how we can help.
Much like everything else, Job security isn’t what it used to be. Individuals hardly maintain the same job for 20-30 years anymore. Job security is defined as the probability that an individual will keep their job; a job with a high level of job security is such that a person with the job would have a small chance of becoming unemployed. In today’s economic and innovative climate, you’re considered a veteran if you hold a position for 10+ years.
The
typical narrative for success and job security has always begun with good
grades, a successful university career and a healthy respect for authority. Vocational
training and career advice maintains hard work and patience are the key to a
long, successful career. As you have undoubtedly come to realise, the requirements
for job security now extend beyond these two values. Ahead of you is a long and arduous career journey
surrounded by an unhealthy level of of
competition in a very noisy marketplace. Arguably, job security no longer
exists or economic strife has least accelerated the average career development
timeline and shortened job viability.
Governments and individuals are understandably motivated to achieve higher levels of job security. Governments attempt to do this by passing laws which make it illegal to fire employees for certain reasons while individuals can influence their degree of job security by enhancing their skillset through education and experience, or by moving to a more favourable location. Unions also strongly influence job security. Jobs that traditionally have a strong union presence like as government jobs jobs in education, healthcare and public service are considered very secure while many non-unionised private sector jobs are generally believed to offer lower job security; although this varies by industry and country.
Basic
economic theory holds that during periods of economic expansion businesses
experience increased demand, which in turn necessitates investment in more
capital or labour. When businesses are experiencing growth, job confidence and
security usually increase. The opposite often holds true during a recession. Businesses
experience reduced demand and look to downsize their workforce. And this is
exactly what we’re currently experiencing in the wake of the COVID-19 pandemic.
Workers are experiencing uncertainty over job security as well as their ability
to secure paid leave if required to self-isolate. The insecurity particularly impacts
casual workers who do not have the same entitlements as full time workers.
The main idea in maintaining job security would be to make yourself invaluable – not only to your current employer, but to future employers as well. Try to learn new skills and adapt to changing markets. It’s all about self-awareness. Stay positive and find helpful ways to cope with the psychological pressures of job insecurity because your willingness to adapt to change makes all the difference. Keep an eye out for opportunities with other organisations in your industry, too. It does no harm to know what’s available, and it’s not disloyal to make contingency plans for possible shifts in your career. Be sure to keep your resume up to date so that you’re always prepared to apply for new positions that may come up. And, if you can, save some money, so you don’t have to worry about paying your bills straight away if you do lose your job. That way, you can focus on the positive, not on doubt and uncertainty.
Whereas
if you’re an employer, you’ll want your company to maintain a positive reputation
for job security. A stellar brand as an employer will improve you bottom line, quality
of employees available to you, your position in the marketplace and positive engagement
from your workforce. Keep insecurity low by focusing on quality rather than quantity
in your employment practices. It’s important to hire people who will multiply
the value of your company offering so in economic downturn, almost every
employee is essential. This may sound idealistic – and it probably is however, minimising
‘dead weight’ and loss is basic economic theory for a successful outcome. Put measures
in place to mitigate disruptions like workplace insurance, severance packages
and financial buffers. Therefore, even if you have to make hard decisions your employer
brand is secure.
Let us know in the comments what your concerns and solutions are!
The company is the most effective vehicle yet in managing and controlling modern business enterprise. Other forms of organisation also maintain this goal, but most business is transacted via companies. In fact, the company pervades economic and social life all over the world, because of the advantages it enjoys over other forms of organisation. Companies can be classified based on their mode of incorporation, the liability of its members as well as the number of members. In this article we’ll look at the main classes of companies and their advantages.
CLASSES OF COMPANIES: COMPANIES LIMITED BY SHARES (LLC)
In this class of company limited by shares, the company has full should it go into debt. ‘Limited by shares’ means that the liability of shareholders to creditors of the company is limited to the capital they originally invested. The shareholder’s liability is only the amount unpaid of their shares. Companies limited by shares end with the word ‘Limited’ e.g. East Africa Breweries Limited (EABL), Kenya Airways Limited etc.
Companies
limited by shares may be Private or Public.
Private Companies
Private
companies have no authorised minimum share capital and member’s rights to
transfer shares are restricted. Private companies prohibit invitations to the
public to subscribe for shares in the company. A private company is only required
to have one director and it can be formed with only one member.
Public Companies
Public
companies allow their members the right to transfer their shares in the company
and allow invitations to the public to subscribe for shares in the company. A
public company must have at least two shareholders and at least two directors.
The
advantages of a company limited by shares are that they allow for multiple
owners of the company (shareholders). Additionally, in the event of
liquidation, the financial liability for the shareholder is limited to the
value of their shareholding.
CLASSES OF COMPANIES: COMPANIES LIMITED BY GUARANTEE
In a company limited by guarantee, the liability of its members is based on the amount the members undertook/promised to pay to the company in the event that the company is unable to pay its debts or goes into liquidation. This company does not have any shares or shareholders but is owned by guarantors who agree to pay a set amount of money towards company debts.
Companies
limited by guarantee are most commonly used as the structure for social
enterprise organisations such as clubs, Non- Governmental Organisations (NGOs),
charities, cooperatives and residential property management companies.
The
main advantage of this company structure is that it is a separate legal entity
from its owners and they are protected by limited liability. This means that
the company can sue or be sued in its own name and that the company is
responsible for its own debts and not its members.
CLASSES OF COMPANIES: UNLIMITED COMPANIES
In
unlimited companies, there is no limit to the liability of its members. This means
that the members have unlimited obligation to meet any insufficiency in the
assets of the company in the event of the company’s liquidation. This form of company is mainly formed for the
purpose of holding stocks, land or property with no likelihood of incurring
trading debts.
An advantage of this form of company is that the unlimited nature of its liability allows for careful risk management. This is because the owners can suffer substantial loses if things take a wrong turn.
Deciding on the form your company should take can sometimes be challenging. However, this doesn’t have to be the case. If you’ looking to start a company, consider your company’s business form, purpose and the potential liability of its members. Hopefully this article will provide you with some clarity so that you can make an informed decision for your company.
A partnership, defined as a business carried out in common with a view of making profit. A partnership arises when two or more people co-own a business and then share in its profits and losses. For any business to function effectively, partnerships must be formed in order to establish everyone’s roles and their liabilities. In a partnership, each person contributes something to the business i.e. capital, ideas, property as well as personal liability. There are numerous forms of partnerships available to business owners. In this article we’ll look at what makes up a few of these partnerships.
GENERAL PARTNERSHIPS (GPs)
General Partnerships are voluntary associations designed to carry on a business for profit. One of the main advantages of this partnership is that there are hardly any formalities to its formation. Express agreement to create a General Partnership is not required. As long as the parties intend to have a business relationship, in the eyes of the law it is considered a partnership. This type of partnership is mainly ideal for small family businesses.
An
example of a General Partnership would be if Wambui and Nafula opened a bakery
together and they named the bakery W&N Bakery. By opening a bakery
together, Wambui and Nafula are both General Partners in the business.
The disadvantage of this type of business association is that each General Partner is personally liable for any losses suffered by the business; even if the losses exceed the individual partners’ initial investments to the business.
LIMITED PARTNERSHIPS (LPs)
This
partnership is designed to combine the informalities of the partnership with
the capital raising advantages of the corporation. This form of partnership is
mainly used by venture capitalists who want a share in the profits of a
business but do not want to be part of the management.
A
great example of where this Partnership is used is in the film industry. The
director, writer and editor of a movie serve as the General Partners. Companies
who invest money into the movie production are the limited partners. This means
that if the movie flops, the General Partners (director, editor, etc.) will
bear the burden of the financial loss while the investing companies will only
be liable for the amount they invested and nothing more.
The
main advantage of a Limited Partnership is that shareholders are able to enjoy
the profits of a business without becoming personally liable for the debts
accrued by the business. Hence the term ‘Limited Partnership’ because
shareholder’s liability is limited to their initial capital investment.
LIMITED LIABILITY PARTNERSHIPS (LLPs)
A
Limited Liability Partnership is the same as a Limited Partnership save for the
fact that both General and Limited partners have limited liability. This
partnership form is mainly used by corporations. Medical partnerships, law
firms and accounting firms are common examples of Limited Liability
Partnerships.
The
main advantage of a Limited Liability Partnership is that it is an entity
separate and distinct from its owners. This means that the corporation has the
capacity to sue or be sued in its own name.
The
existence of Limited Liability Partnerships are not threatened by the death,
bankruptcy or retirement of an individual owner. Shareholders have limited
liability and are not personally liable for the corporation’s debts; their loss
is limited to their capital investment in the business.
FRANCHISE
A
franchise is a contractual relationship where a franchisor develops a product,
service or pattern of marketing and the franchise then becomes an outlet in
what appears to be a regional, national or international chain. KFC, Woolworths
etc. are some examples of franchises.
The parties in a franchise are the Franchisor (business owner) and the Franchisee (person or business that operates using the trademark and business model system licensed from the franchisor).
This partnership form would be ideal for any small business looking to expand as it would gain the financial resources of the franchisor. A small business that sells fast food can form a franchise partnership with a bigger company in the same business e.g. Chicken Inn or Galitos and become of a well-established franchise.
The main advantage of a franchise is that the franchisee is granted the right to use the well known and highly advertised trademark owned by the franchisor. This increases their business opportunities and brand recognition because they are represented by a bigger and well-known brand or company.
When you start your own business venture, you have a number of decisions to make. What are you going to offer, who is your target market and the kind of business structure you’ll have. If you don’t want to run your business alone. Then you might want to consider forming a partnership. Consider any of the partnership types in this article and find the best fit for your business.
Equipping your employees with the necessary tools to operate efficiently from home is an unexpected expense for your business. The essential tools you should provide your employees are, a workspace consisting of a computer, reliable internet connection, desk and ergonomic chair.
