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Prepare to Prevent Workplace Violence

By Karyn Rhodes

With approximately two million victims in America each year, workplace violence has become an increasing concern among businesses, especially after several recent high-profile situations – ranging from aggrieved shootings to terrorist acts. As companies struggle to proactively prepare their offices and employees for worst-case scenarios, the key is to understand today’s new reality and recognize possible threats that may have previously been overlooked.

Workplace Violence Defined

Workplace violence doesn’t just encompass behavior that results in injuries. It includes a wide range of negative conduct by employees, customers, and unsolicited visitors at the workplace, including:

• Verbal threats
• Aggressive acts
• Intimidation
• Harassment
• Menacing gestures
• Stalking
• Physical abuse
• Coercion
• Brandishing of weapons
• Disorderly conduct

Threats Inside and Out

Acts of violence committed by employees in the workplace can happen at any time, but often, precipitating events in the office occur that cause upset workers to act out, such as:

• Layoffs or downsizings
• Discipline or termination
• Failure to get a raise or promotion
• Job insecurity
• Poor relationships with supervisors or other employees

In addition, situations outside of work like domestic violence, psychological problems or substance abuse can spill over into negative behavior at the business.

But perpetrators of workplace violence aren’t limited to those within the organization. Often, employees encounter threats from those outside of the company, such as customers, patients, vendors, employees’ family members or criminals without any connection to the workplace. As a result, certain positions are at a greater risk of threats from these outsiders, including those who:

• exchange money with the public
• deliver passengers, goods, or services
• work alone or in small groups during late night or early morning hours in high-crime areas, or in community settings and homes where they have extensive contact with the public
• retail workers

Zero Tolerance

The best protection employers can offer workers is a zero-tolerance policy toward workplace violence against or by employees that is incorporated in an accident prevention program, employee handbook, or manual of standard operating procedures. That means an organization should minimize the risk of injury to employees by tolerating no threat of violence, talk of violence or act of violence.

But it’s not always easy for managers and employees to identify behavior that may turn violent – and prevent it. However, some common behaviors exhibited before workplace violence incidents include:

• Outward hostility or angry outbursts
• Withdrawal or moodiness
• A decline in hygiene or appearance
• Ominous threats
• increased absenteeism or deterioration in performance  
• Sudden irrational or inappropriate behavior
• Discussion of access to weapons or brandishing a weapon

Preparation is Key

Often, employees sense something is wrong but don’t notify a supervisor. Employers should offer workers safety education training so they can understand indicators of potential violence, what conduct is not acceptable, what to do if they witness workplace violence and how to protect themselves if they are victims. For example, employees should be taught how to diffuse potentially violent situations by taking a number of steps, such as:

• Keep a safe distance
• Speak calmly
• Listen and understand
• Identify an exit
• Be agreeable
• Discuss the consequences

Once an incident is over, employees should be instructed to report it so the company can promptly document, investigate and react to the situation, including notifying the police. It’s important to let employees know that their reports will be treated with confidentiality and discretion.

But worker preparation is not all that’s required. An organization must take a number of other steps to prevent workplace violence. Careful employee selection during the hiring process is critical. In addition, managers should maintain a fair workplace and attend trainings on progressive discipline, conflict resolution and terminations. Lastly, the organization should ensure the workplace is secure by, depending on the setting, installing video surveillance, extra lighting, and alarm systems and minimizing access by outsiders through identification badges, electronic keys, and guards.
Karyn Rhodes, Director of Human Resource Consulting at the Hilb Group in Warwick

A Primer on Corporate Governance for Business Ownership

By PLDW Managing Partner Gary R. Pannone and Attorney Benjamin L. Rackliffe

The entrepreneurial spirit is alive and well in the U.S. with millions of businesses created each year. Some will survive and others will vanish. Those that flourish and grow are most likely to have established the corporate governance structures that are essential to thrive and survive. These critical keys to success are described below as a primer for start-up business owners and entrepreneurs to consider implementing as best business practices.

Corporate Governance

What is “corporate governance” and what does it mean for my organization?

Corporate governance refers to the manner in which a corporation is directed, and laws and customs affecting that direction. It includes laws governing the formation of firms, by-laws established by the firm itself, and the structure of the firm. A company’s corporate governance refers to the relations, distribution of rights and responsibilities by and among four primary groups of participants: the board of directors, managers, employees and shareholders. Corporate governance includes rules and procedures for making decisions and provides structure through which company objectives are established. Corporate governance also includes the means by which stated goals are achieved and how performance of those objectives is monitored. In short, the corporate governance system of an organization is the structure by which a company’s directors and managers act in the interests of the firm, its shareholders and employees. The corporate governance system is also how the company holds the board of directors, managers and employees accountable to capital providers and third parties who rely upon the value of the company’s assets. Fiduciary duty and accountability issues are often discussed within the framework of corporate governance.

Articles of Incorporation

How do I go about forming my corporation and what lays the basic framework for proper corporate governance?

A corporation’s Articles of Incorporation, when filed with the Secretary of State, serve as both the formation document and primary source of a corporation’s governance system. A corporation’s Articles set the par value for the corporation’s stock as well as cap the number of shares a corporation is authorized to issue to shareholders. Individuals forming the corporation, called “incorporators,” have the option to set forth additional language pertaining to governance structure of the corporation such as the size and manner in which a board of directors may vote in relation to various business decisions, although these provisions are also frequently found in a corporation’s by-laws (discussed below). Articles frequently define a corporation’s corporate purpose and provide for the indemnification of directors and officers acting in good faith for the benefit of the corporation. Articles of Incorporation are supreme to any other corporate governance documents, and therefore, critically important to corporation’s governance.

By-Laws

What are “by-laws” and how do they benefit my corporation?

Only second in supremacy to a corporation’s Articles, a corporation’s By-Laws are the essential outline of a corporation’s governance structure. They define the general authority of corporate shareholders, the election and removal of directors and officers, and the division of authority among these subsets of corporate decision makers. By-Laws define standards for meetings including the constitution of a quorum for purposes of corporate action and set forth instances where actions by decision makers may be had in the absence of formal meetings.

Other Governance Policies and Procedures

When setting up my corporation, are there any other polices or procedures my corporation should consider adopting?

While there are certainly corporations which operate without supplemental policies and procedures, it is a “best practice” for corporations to adopt additional policies and procedures to supplement the basic governance framework set forth in corporate Articles and By-Laws. Some of the most common supplemental policies are as follows:

• Conflict of Interest Policy: The purpose of a Conflict Policy is to protect the corporation’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director or high level manager within the corporation. The Policy defines what constitutes a conflict and provides a framework by which conflicts are identified and addressed in order to facilitate the healthy operations of a corporation and stymie abuse by corporate decision makers.
• Whistleblower Policy: A Whistleblower Policy is intended to deter corruption and abuse within a corporation by setting forth guidelines for directors, and officers and employees to raise concerns regarding the rogue practices of individuals within a corporation while assuring that such individuals will be safeguarded from harassment, victimization and/ or retaliation for reporting. The basic concept is that with assurances and protections afforded to reporters, malfeasance taking place within the corporate setting will diminish.
• Document Retention Policy:  Document Retention policies set forth corporate-wide standards for the retention and destruction of physical and electronic records received, created, and stored by a corporation in connection with its business operations. These policies are intended to remove the guess work of corporate employees in terms of how long to keep records and to comply with various governmental and industry laws and regulations.

In addition to the foregoing, it should be noted that industry specific laws, regulations and practices may require the development of additional policies and procedures. If you have questions about your business or are planning to start a business, and would like to speak with business attorneys Gary R. Pannone or Benjamin L. Rackliffe, please call 401-824-5100 or email gpannone@pldw.com or brackliffe@pldw.com

Why A Business Should Outsource A CFO

by Michael Leshinksy

Start-ups are faced with an overwhelming amount of tricky decisions, including which positions to staff and which positions to outsource. The key is to know your strengths as a business owner and hire externally to handle less familiar affairs. In many cases, this unfamiliar terrain is finance, hiring, or marketing. According to Statistic Brain Research Institute, over 30% of companies fail because their management lacked experience in one of these fields. Outsourcing Chief Financial Officer (CFO) duties is a safe way to ensure that your finances are in capable, experienced hands.

What exactly is a CFO?

A CFO, or Chief Financial Officer, handles all financial operations for the business, sometimes working with a team. Duties will vary from small to large businesses, but some major components are:

Financial Maintenance

The CFO will develop financial practices, write a pro forma, produce reports, implement an effective system for accounts records, and control a budget. Monthly after book closing, they will review performance to evaluate what can be improved and what may have caused discrepancies. All officers should meet monthly; this is critical for the CFO to voice how financial operations should be completed going forward.

Operations

The company’s capital structure will be evaluated for the best combination of debt and equity to calculate the best cost. The CFO will decide which revenue channels to concentrate on, based on returns

Investment

The best investment strategy will be determined for the capital of the company. The CFO will also handle risk management, weighing risk and different liquidity ratios.

Forecasting/Planning

The CFO is responsible for seeking continuous improvement by suggesting more ways for the business to capitalize and presenting multiple options for avenues of growth.

Sustaining & Building Relationships

It is important for the CFO to stay up- to- date with all third party relationships, including banking, commodity exposure and interest/exchange rate exposure.

Knowing When You Need a Financial Advisor

Start-ups, small businesses, and franchises alike will find themselves in need of financial advising. Knowing when you need to call in experienced help for your business is crucial. It comes down to a combination of your knowledge, your time allowance, your interests, and your budget. Here are some questions to consider when deciding if you are capable of handling your own finances:

• Do you have expertise in any financial areas?
• How much time do you have to devote to financial monitoring and evaluation?
• Do you have a fair knowledge of investments?
• Do you enjoy reading about investments and doing research?
• What financial assistance does your budget allow for?

Benefits of Outsourcing Your CFO

Value

With an outsourced CFO, you tend to get a lot more for your money in terms of skill and experience vs. salary. The median wage reported in 2015 for an in-house CFO was $122,000 per year. An outsourced CFO on the other hand often brings a team of advisors who are up to speed with financial developments, new ways to do things efficiently and new investment opportunities. Many times, the outsourced CFO will have other services that your business can take advantage of, including capital raising and tax work. They will also have an extensive network of helpful contacts.

Time

Hiring someone to do the financial work for your business will free up time for handling daily tasks, plans for growth and other prime business concerns. If your business is experiencing a high growth period, the increased volume of responsibilities makes this a more important consideration than ever. As a start-up, it is difficult to raise capital and juggle other financial responsibilities on your own while successfully maintaining the rest of the tasks that come with starting a business. As a franchise, you may be overwhelmed with cross-team management and it will be more important than ever to have your finances in experienced hands.

Vision

Above all, an outsourced CFO will share a strong vision for the future of your company. Proven business models, perfected portfolio theory and cross-industry experience help them to achieve this vision. With a strong background in investments, they will be able to optimize your company’s funds. Collaborating with them will give you a clear picture and help to keep your finances aligned with your goals.

About Leshinsky Finance

Leshinsky Finance is a boutique consulting firm that works mainly out of Providence, Rhode Island, Boston, Massachusetts, New York, New York, and Palo Alto, California, but will assist businesses globally. Their recent projects include the launching of Isle Brewers Guild, conducting a Pawtucket, RI land feasibility analysis, catalyzing an expansion for PODS Swimming, and beginning a new position as the CFO of Founders Bloc. They are known for their expertise in real estate investments, and host a popular informative blog on their website www.leshinskyfinance.com. They also offer free financial consultations for businesses.