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Originally published in 
The official newsletter of the National Association
of Corporate Directors. Reprinted with permission
Ten Questions Directors Need to Ask About Vendor Relations
Jonathan Casher
Cofounder and Chairman
RECAP, Inc.
Margate, Florida
Directors are attuned to shareholders, employees, and customersbut
what about vendors? Heres a guide to this valuable, but often
"invisible" constituency.
Mergers, acquisitions, divestitures and name changes. Its
hard to keep track of who is who. No wonder companies often cant
tell who their vendors are, more importantly, how much business
theyre doing with them.
Many companies have developed programs to enhance and leverage
their customer relationships. The most proactive companies are now
beginning to do the same with their vendor relationships. They realize
that a vendor relations program is key to maintaining or improving
their competitive edge. The key objective of a vendor relations program should be to
maximize leverage with vendors by buying and paying smarter.
As a director, you dont need to know a lot about the day-to-day
aspects of a vendor relations program, but you should understand
some of the steps that must be taken and key issues to consider
to make a program work effectively.
By asking the following questions and analyzing the answers, youll
be able to assess the effectiveness of an organizations understanding
of vendor relations, and identify areas where improvement may be
needed.
Question 1. Is your own company a vendor to the company on
whose board you sit?
Leading publications such as Business Week, and leading investors
such as the Teachers Insurance and Annuity Association, downgrade
boards whose members work for companies that are suppliers.
Avoid conflicts of interest or arrangements that give the appearance
of such conflicts. As a board member you must decline to serve on
boards with which you have a buyer-seller relationship. Extend your
analysis to other companies represented on the board.
Question 2. Does the company know its vendors?
This may seem obvious, but many companies dont know their
vendors and lack basic information about their vendors. Information
in purchasing and accounts payable files may be inaccurate, redundant,
out of date, or incomplete. If a company has merged, it may have
combined vendor master files into a single file without filtering
out duplicate vendors. If vendors have merged, changed their names
or addresses (even lock box addresses), a vendor master file will
have redundant and obsolete entries.
Subsidiaries, affiliates, or parent companies of vendors should
be linked. If related vendors are not linked, any analysis will
understate the amount of business being done. This reduces the achievable
leverage.
A major company made several acquisitions over the last few years.
Each acquired company had its own automated systems. Each acquired
companys vendor file was merged into a common vendor file.
IBM was in the file over 1,500 times. Not to be outdone, AT&T
and its various subsidiaries accounted for almost 2,000 vendor records.
Although nearly 200,000 vendor records were in the common vendor
file, the actual number of vendors that the company was dealing
with was under 30,000.
The company had developed an extensive vendor leverage program,
but many of its largest vendors were not included. In many instances,
a parent and its subsidiaries were not linked because they had different
names. Three of the companys ten largest vendors were not
included in their vendor leverage program because the vendors did
not get ranked among the companys top 50.
Question 3. Is appropriate information known and kept about
vendors?
Its often surprising how little a company may know about
its vendors. The capabilities and financial stability of a vendor
can be critical to its ability to deliver goods and services of
appropriate quality within agreed upon time frames.
Basic information such as SIC codes, taxpayer identifiers, telephone
numbers, type of organization, types of products or services, how
long the vendor has been in business, credit scoring, and size should
be a part of a vendors profile. Information regarding minority
vendor and woman owned business status are also important because
of policy and compliance issues. In some instances, its important
to know if a vendor is capable of electronic data interchange, accepts
procurement cards, or is compliant with standards issued under the
International Standards Organization, for example ISO 9000.
Sensitive vendors such as directors, former employees, advisory
board members, subsidiaries, affiliates, and vendors who are also
customers should be identified. If employee records are kept in
vendor files for business expense reimbursement, be sure that they
are identified as employees.
Question 4. Is there an appropriate process for verifying
new vendors?
A companys vendor file presents an opportunity for fraud.
People who are allowed to add vendors to a vendor file should not
be allowed to make payments. When vendors are added, taxpayer identifiers
should be obtained and documented via W9 tax forms. Some vendors
may be subject to withholding of 31 percent of the amounts due.
If the company does not withhold and withholding is required, the
company may end up having to pay that amount as well as penalties
and interest.
Question 5. Are vendors providing appropriate supporting
documentation?
In todays world of electronic ordering, billing, and paying,
many vendors provide minimal information. In some instances, there
is enough information to trigger payment to the vendor, but not
enough of an audit trail to substantiate the validity of the invoice.
Check with internal and external auditors to see what their needs
are, as well as the needs of the tax department and other regulatory
authorities. In particular, procurement (business credit) cards
have potential problems with sales and use tax and 1099 reporting.
Question 6. Are sales and use tax being handled properly?
States are becoming more aggressive about collecting use tax when
insufficient sales tax was collected. With more automation available
to them and more need for revenue enhancement, states are scanning
automated records and aggressively pursuing non-payment and underpayment
of sales tax. If vendors are not collecting sales tax, make sure
that the company knows where use tax must be paid and that it is
being reported and paid to the appropriate state.
Question 7. Is the company getting "escheated"?
Some percentage of checks are never cashed. They may have never
been received by the intended recipient. In many instances the intended
recipient complains and a replacement check is issued. As states
get more aggressive at finding ways to enhance revenue, they have
begun to ask companies to provide them with lists of all open checks.
Through a process called "escheat," uncashed checks payable
to individuals or organizations within a state must be turned over
to that state. Reports must also be filed. Each state has its own
rules and regulations with respect to what must be turned over,
what must be reported, and when filings are required. Failure to
comply may result in fines and interest.
One company made a lot of small payments to vendors that did not
get cashed. Vendors came back and checks were reissued. Due to the
fees assessed by their bank for stopping checks, the company did
not place stops. Unfortunately, the company did not keep records
showing which checks were reissued. Several states came in and claimed
the outstanding checks as abandoned property. By not placing stops,
and by not having sufficient supporting documentation, the company
lost tens of thousands of dollars from unnecessary escheat. If the
company had maintained appropriate records, the cost would have
been much less than the cost of paying twice.
Question 8. Is a process in place to catch and recover erroneous payments?
Every automated accounts payable software package includes tests
to make sure that vendors are not paid twice. Unfortunately, the
test for a duplicate payment is usually based on vendor code and
invoice number. Many vendors may be on file more than once. Forty
percent of all invoices do not have invoice numbers. Thus, duplicate
payments may slip through the typical tests that are made, Other
erroneous payments include payments to the wrong vendor, charges
for goods or services at a rate higher than contracted, charges
based on incorrect meter readings, and charges for facilities or
services beyond termination date.
An entire industry specializes in identifying and recovering erroneous
payments. Some companies refer to themselves as payment recovery
services, others call themselves post-payment auditors. Many of
these companies have specific industry expertise. All work on a
contingent fee basis, getting a percentage of the amount recovered.
Question 9. Have costs and procedures been benchmarked against
others?
While certain types of information sharing are not allowed, there
are many ways to find out if the rates being charged for goods and
services are consistent with organizations of similar size. In addition
to benchmarking costs for key supplies and services, many companies
have begun to benchmark various aspects of their procurement process.
Several publications aimed at purchasing and accounts payable organizations
have industry statistics for use in benchmarking.
Question 10. If purchasing is involved in hedging, are appropriate
controls in place?
Especially where raw materials are involved, some companies have
given their purchasing departments responsibility for hedging against
future cost increases. However, appropriate controls similar to
those used in treasury operations for currency hedging have typically
lagged.
While stories such as Sumitomos multi-billion dollar copper
futures hedging fiasco make headlines, several other companies have
been burned by overzealous buyers who have hedged inappropriately.
Conclusion
Companies should consider a vendor communications program that
includes a vendor handbook that spells out corporate policies and
procedures. Not only does this enhance vendor relations, it protects
the companys risk of exposure to claims and even fraud.There
are many more questions that directors can ask. If youre comfortable
with what you know about each of the above, youre ready to
begin asking questions of your own to ensure that the companies
you serve have effective vendor relations programs in place.
Jonathan D. Casher is the Co-founder and Chairman of RECAP,
Inc., a financial management consulting firm specializing in vendor
management. Mr. Casher is also the President of Casher Associates,
Inc., which provides software and information technology consulting
for the financial services industry. Mr. Casher has over 25 years
of experience in managing the design and use of computer-based financial
systems. Prior to forming Casher Associates in 1976 and RECAP in
1989, Mr. Casher served as Managing Associates at Index Systems
(CSC/Index)overseeing the firms bank operations practice.
He has consulted with hundreds of the largest financial services
organizations, with expertise in A/P process redesign and reengineering,
EDI, electronic invoicing, and electronic approval.
Reprinted with permission from the National Association of Corporate
Directors
Directors Monthly
The official newsletter of the National Association of Corporate
Directors
1707 L Street, NW, Suite 300 - Washington, DC 20036 (202) 775-0509
VOL. 21, NO. 3 - MARCH 1997
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