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The Chinese Puzzle

Chinese Puzzle

"It's Norman on the line", my secretary said.
"Hi Chris, how's it hanging?", Norman always started his conversations with the same opening gambit.

The phone line from Toronto was crackling, so he was probably using his favourite trick of walking around the room fiddling with his executive toys and chatting on his mobile. "Gloria says Hi also". Gloria is his trusted P.A. who manages to sweep up all the loose ends that Norman gets too bored to deal with and who manages, in that super efficient way, of appearing swan like in whatever she does, but underneath is frantically trying to get the document completed in time for the deadline.

"Hi Norman", I retorted, half choking on my ham roll - why is it that he always rings me first thing 'his' time, right in the middle of my lunch-time snack? "I'm off, I'm outta here!", he exclaimed. Silence. What's he talking about? Norman is the President and chief financial officer of a Canadian quoted company that owns a gold mine in China, drilling rights in Tanzania and juggles with company assets of Can$20million around the globe.

"Yeah, I've got a job in New York, you remember that big quoted company I was on about? Well, they want me and I'm off".

"Great", I said, "brilliant, well done" - and any other plaudits I could think of. "What about the family?"

"Well I'll commute home at weekends and work in New York, all week".

"Fine, great" - my vocabulary was limited, I was non plussed. Norman had been with the firm for as long as I could remember, I was his point of contact if ever he needed UK tax advice. As the company was Canadian we didn't do too much else for them.

"Got all your share options sorted out?", I said.

"Yep all done and dusted, needs NASDAQ approval but that's a Slam Dunk" - even I, after working with Norman all these years had worked out what a Slam
Dunk was - "it's in the bag", he elaborated.

"How's business?" I ventured.

"Good, Hans has got some good core samples, the rigs just been overhauled and we've sold the Kazakhstan operation" - fantastic, I got fed up having to take toilet paper with me every time I went to that place anyway. If ever Aeroflot ask me to take a seat without a seat belt again I'll scream.

So, after niceties were exchanged I began to tum my mind to the purpose of the conversation. Norman never rings up for pleasantries or to pass the time of day. "Well, you know the company chairman is now in England, he's decided to shut this office when I go. Gloria will be looked after but they need a Chief Financial Officer to replace me. Can't be a director because you're not Canadian, but what do you think?", I'd just finished my partners audit review that morning on our largest audit client which had a turnover of £1.8million.

Running the finances of a company with assets of Can$20million certainly got my attention. "What? Why me?", I spluttered.

"Well, you help us with our consolidations, you can get specialist advice from our Canadian auditors and lawyers, and you have a reasonably good handle of GAAP and Canadian Tax, what do you think? Listen, I'm coming over on 2 January, let's have a chat and meet the Chairman, speak to you soon."

I put the phone down and stared into space for a minute, the phone rang again. "Chris, it's Neil on the phone, can he claim VAT back on the purchase of his car?" - nothing like clients to bring you down to earth.

So that's the phone call that changed Wilkins Southworth in January 1998 to a new global dimension.

Sure, we had clients in the former Soviet Union, New York, Singapore, Hong Kong, Australia etc., but nothing quite this big, nothing quite this intensive and pressurised. The Company prepared quarterly accounts for filing with the Vancouver Stock Exchange within sixty days of the quarter end. Press releases on company financials, drilling licences, mineral strikes all had to be released on time and approved by the directors, and, oh yes, Directors meetings. If ever you feel like you're being fed to the lions, try and take part in a transatlantic telephone board meeting where five directors are phoning in from all over the world to a Bell conference call facility set up by the Company Secretary, a solicitor from a large firm of lawyers in Toronto. The directors will have already had the quarterly report we've prepared which will have consolidated figures from entities in Cyprus, China, Tanzania, UK and Canada. Apart from racing against time to get everyone to send you the details - the phone lines in Tanzania went down for three weeks at one time and mobile phone bills cost twice as much as local hotel phones - the operation in China got flooded and they couldn't get back to their office to send things across until the last minute - you then have to consolidate it and sort out the queries. China is ten hours ahead so we ring first thing in the morning, Vancouver is eight hours behind so we ring last thing at night and often have to stay late to receive their responses. Once done the directors then have the chance to question you on anything, and I mean anything, they want. It's not like a formal board meeting where you're all around the table chatting over a cup of tea and referring to your working paper files, these guys expect immediate responses to questions before they either go to bed, or jump on a train and go to work depending which country they're in.

You need to try and guess the questions and do what if scenarios so most of the answers are rehearsed. But there's always one, and Hank, a Vancouver fund manager would be the one to ask the off the wall question e.g. the company's financials are pointing towards a loss of CAN$11million in the figures Norman prepared before he left, but which I'm charged with reporting on. The company obviously needs restructuring and big decisions have to be taken.

"Hello, Chris it's Hank here", (on a transatlantic telephone board meeting you always have to give your name first or you never know who's asking the questions - unless their accent is particularly striking) say, "how much do we pay a quarter to our web-site engineers?". Well, sure as hell an off the wall question. The phone went quiet, Hank always started off with a question like this that led on to something that made quite a bit of sense, or was he just testing me? Bearing in mind we'd never met, he didn't know me from Adam - was he the board's stalking horse? CAN$225 I said, - you either know it or you don't. A huge sigh of relief went over me when I'd finished that first board meeting and answered all their questions fully. I never got a 'well done', but I guess the fact that I'm still around is praise enough.

No sooner had we got over this, then I was into the year end figures dealing with auditors in China, Tanzania, Toronto and England. Solicitors in Canada, the stock exchange in Vancouver and printers in Vancouver. The days got very long, I'd just survived the January tax deadline for our U.K. clients and I was right into this - no rest for the wicked. Countless board meetings - is this what the press release said Chris? - is it better to say 'the company shall do this', than 'the company will do this', have you checked it with Robert, the lawyer? We eventually got everything sorted and then it all went to the printers. We had the whole office checking the printing proofs - the printing costs were phenomenal and I didn't fancy taking the blame for the glossies to be reprinted. AGM went O.K. but again off the wall questions were abound. Then, straight into restructuring. A new shareholder was found to invest US$4.5million. Their lawyers crawled over everything - due diligence gone mad. We all had to sit in the hot seat at times with transatlantic board meetings, transatlantic due diligence conference calls, answering that sharp legal brain that shoots questions at you fired with skill at a rapier speed and all pointed straight at the jugular. You really felt that you were in the electric chair unable to move with your only weapon a sharp brain and an even sharper tongue. Ambiguity was not acceptable, deviation was steered back on course and errors would be crucified. I'd already notified our professional indemnity insurers before we took on the case, but nervous flutters were there. Should I have said 'weighted average number of common shares outstanding is...' or just 'average number of common shares...'. Should I have mentioned 'the special warrants' in answer to that question or just commented upon the 'A' warrants, as requested? I ran the questions through my mind over and over again, yes I think all the answers I gave were correct and that favourite saying for lawyers 'to the best of my knowledge'.

Well, the deal went through, the company was restructured and we're still in situe. Another one we must have got right. If you like pressure, it's a great job to do, but next time someone rings you up when you're having your lunch, tell them you'll ring them back!

Chris Wilkins FCCA is a partner in Wilkins Southworth, Chartered Certified Accountants and Registered Auditors who advises clients on all areas of international tax and accountancy.