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Francis Financial’s Wealth Management Process

Our relationship begins by having a conversation about what money means to you. We take a holistic approach to understanding your financial situation, so that we can craft a plan that puts you on a secure path towards your goals.

Reach out to us today for your complimentary portfolio analysis https://francisfinancial.com/

Our strategy focuses on growing your wealth. We systematically evaluate and reassess your financial position based on your values, goals and life changes.

We provide you access to our network of trusted specialists including attorneys, accountants, insurance advisors and everyone in between.

With our Plan Grow Protect® Approach, you will feel secure about your financial future.

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Optimistic companies expect revenue growth over the next 12 months

With disruption rewriting traditional business operations, private business leaders remain steadfast in their optimism about the year ahead. In its second report on this important market segment, “Global perspectives for private companies: Agility in changing markets,” Deloitte details that despite market challenges, three-quarters of private business leaders express high or extremely high confidence in the success of their private firm over the next 24 months.

In a survey of 2,550 private company leaders across 30 countries, Deloitte found that the majority of respondents anticipate growth in six of eight key business metrics in the next 12 months. The strongest growth is predicted for revenue, productivity and profits – with companies in the Americas taking the lead in terms of expected increases, compared to counterparts in the Europe, Middle East, Africa and Asia Pacific regions.

“Private business leaders don’t necessarily view today’s disruption as negative, but rather as offering new opportunities for growth,” said Jason Downing, vice chairman of Deloitte LLP and the U.S. Deloitte Private leader. “Despite some concern about trade policy and geopolitical uncertainty, the majority of executives we surveyed are highly optimistic about growth and truly have confidence in their company’s success in the year ahead.”

Proactivity is catalysing productivity

Technology has brought business closer to its customers but it has also upended business models. It has driven efficiencies but also fostered uncertainties. To address these conditions, firms globally are not staying idle but considering (43%) and implementing (40%) new business models to navigate disruption.

In conjunction with exploring new business models, companies are also looking for ways to improve growth. Globally, the top two strategies for firms are increased productivity (29%) and new product/service development (24%). Interestingly, these same two categories rank as the top competitive advantages.

Talent as the differentiator

Despite advances in adoption and implementation of technology, private business leaders realise their employees can be the differentiator and are investing in them through the following initiatives: 39% are devoting assets to training programs, 35% are increasing the number of full-time employees and 33% are investing in leadership development.

In order to attract and retain employees, 4-in-10 firms plan to reimagine learning and development programs using experiential formats, develop strategies to build an inclusive workforce, and increase their focus on flexibility and well-being programs.

Social purpose fuels corporate profits

With the influence of social media and the rise of employee activism, the majority of private business executives recognise that having a strong company culture is not a “nice to have” but a “need to have.” More than three-quarters (77%) of survey respondents agree that culture is strategically important to the success of the business.

Culture encompasses much more than the activity happening within a business and private company leaders today recognise this new reality. Specifically, the concept of social responsibility is resonating with private firms worldwide, with 66% viewing it as a top or high priority for their organisation. To make the most of these initiatives, organisations are focusing on corporate strategy as well as employee and customer branding to separate themselves farther from the competition.

Conducting business across borders

Regardless of business size or industry, technology has blurred borders and provides every company with the ability to be a global enterprise. In fact, the top driver cited for M&A activity over the next 12 months is the opportunity to enter new global markets (39%). The survey found that many private business executives expect to conduct an aggressive merger and acquisition strategy, with 42% believing it is likely or very likely they will participate in an acquisition in that timeframe.

This potential expansion comes in the face of uncertainties ignited by global trade tensions. While 24% of global respondents view trade barriers as a significant risk to growth, it is not at the expense of private business’ optimism: 15% of respondents cite entry into foreign markets as their company’s main growth strategy over the next 12 months.

“Despite some areas of uncertainty, private businesses remain the engine behind the global economy, fueled by their agility and ability to innovate,” Downing said.

About Deloitte Private

Deloitte Private is exclusively focused on serving private clients of all sizes and driven to address the opportunities and challenges unique to private businesses. Deloitte Private delivers audit and assurance, tax, consulting and risk and financial advisory services tailored for private companies, including family-owned businesses, closely held (nonfamily) businesses and private equity and venture-capital-backed businesses.

About Deloitte

Deloitte provides industry-leading audit, consulting, tax and advisory services to many of the world’s most admired brands, including nearly 90 percent of the Fortune 500 and more than 5,000 private and middle market companies. Our people work across the industry sectors that drive and shape today’s marketplace to make an impact that matters — delivering measurable and lasting results that help reinforce public trust in our capital markets, inspire clients to see challenges as opportunities to transform and thrive, and help lead the way toward a stronger economy and a healthy society. Deloitte is proud to be part of the largest global professional services network serving our clients in the markets that are most important to them.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the “Deloitte” name in the United States and their respective affiliates. Certain services may not be available to attest clients under the rules and regulations of public accounting. Please see https://www2.deloitte.com/uk/en.html about to learn more about our global network of member firms.

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Apple and Qualcomm end their “Legal Beef” and drop lawsuits

The convoluted legal battle between Apple and chipmaker Qualcomm may be coming to an end. The companies said Tuesday that they’re dismissing all litigation against each other. Apple will pay Qualcomm an undisclosed sum as part of the settlement, which includes a six-year licensing agreement between the two.

The settlement also covers suits brought by Apple’s manufacturing partners, which wanted Qualcomm to repay $9 billion—a number that reportedly could have been tripled under antitrust law—that they say the chipmaker overcharged them for patent royalties.

The announcement came while Qualcomm’s lawyer was delivering his opening remarks in a trial of numerous claims and counterclaims that started Tuesday morning in San Diego, according to CNET. Qualcomm told investors last year that Apple would stop using its wireless chips, switching instead to chips made by competitors like Intel.

One potential catalyst for the settlement emerged a few hours later: Intel said it won’t make wireless modems capable of connecting to the coming generation of 5G networks. Earlier this year, Intel had said it would have sample 5G modems ready in 2019, and officially launch the products next year. With Intel no longer an option, that would explain why Apple needed to work out a new deal with Qualcomm. There are few 5G-capable networks operating yet, but Huawei, Samsung, and other smartphone makers have announced 5G-capable phones based on Qualcomm’s wireless chips.

The dispute between Apple and Qualcomm involved the unusual way Qualcomm licenses its technology to other companies. Qualcomm generally charges handset makers like Apple and Huawei around 5 percent of the total price of a phone for the right to use its technology, up to about $20 per device, according to a legal brief filed by Qualcomm. In other words, if you pay $300 for a phone that uses Qualcomm technology, $15 of that might go to the company, even if there are no chips made by Qualcomm in the device. If you paid $1,000, Qualcomm would get $20. Those licensing fees come on top of what a manufacturer would pay for Qualcomm’s chips. Apple referred to this as double-dipping and argued that Qualcomm only got away with it because it effectively holds a monopoly on high-end wireless chip technologies.

Though terms of the agreement were not disclosed, investors viewed it as good news for Qualcomm. Its shares rose 23 percent. Apple shares were little changed.

It’s not necessarily the end of the legal woes that have pitted Qualcomm against regulators around the world in recent years. The company is still awaiting a decision in an antitrust suit brought by the Federal Trade Commission alleging the company uses its dominant position in the wireless chip market to overcharge customers to use its technology.

During the FTC trial, Qualcomm said it doesn’t factor the value of its intellectual property into its chip prices. In other words, Qualcomm claims that it essentially sells the chips at a discount and then makes up for it with the patent licensing fee. It’s an odd arrangement, but it’s one that Qualcomm has had in place for decades, long before it became a major player in the semiconductor industry.

The history of Apple and Qualcomm’s legal beef sounds a bit like a Game of Thrones recap. Apple sued Qualcomm in January 2017, alleging that Qualcomm had withheld $1 billion in royalty rebates in retaliation over Apple’s cooperation with antitrust regulators in South Korea, where Qualcomm was hit with a $854 million fine in 2016.

Qualcomm countersued Apple that spring, claiming that Apple deliberately slowed Qualcomm modems used in some iPhones to cover up slower performance of Intel-made modems used in other iPhones. Apple retaliated by withholding payments for the patent licensing fees its manufacturing partners were supposed to pay to Qualcomm, and by expanding its lawsuit to include the double-dipping allegations. Qualcomm responded by suing Apple’s manufacturers over the unpaid licensing fees and by suing Apple itself for patent infringement.

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Bosch Capital SAPSA advisory firm of the year award

Bosch Capital has been presented with the 2019 Advisory Firm of the Year Award in the category for Commerce, Law and Management, at the annual South African Professional Services Awards (SAPSA) function, held in Johannesburg recently.

Each year, SAPSA recognises outstanding accomplishments in various fields. Awards are presented for excellence in important areas, including transformation, customer service, contribution to the community and commitment to ethical best practice.

“This esteemed award, which is an honour for the Bosch Capital team, comes as the company celebrated its fifth anniversary in 2018,” says Mike Gibbon, CEO, Bosch Holdings. “We are proud that Bosch Capital has been acknowledged for attributes, which encompass the demonstration of leadership skills, professionalism, resilience and performance excellence.”

Bosch Capital offers advisory, capital raising and investment solutions, which form an integrated financial and engineering solution for clients.

The award was presented to Bosch Capital’s Managing Director, Chris Baloyi, who was also a finalist under the Professional of the Year Award category. Chris had this to say about the company’s win: “We are immensely humbled to have won this prestigious award – it is a great motivator for our team, as we steer the business into the next dimension.”

Bosch Capital is a member of the Bosch Holdings group, a diversified group offering multidisciplinary consulting engineering, skills and development and financial solutions. Another tribute for Bosch Holdings was the SAPSA 2019 Engineering Young Professional of the Year Award, which was presented to Jeshika Ramchund, Lead Engineer – Developments, for Bosch Projects. Bosch Holdings and Bosch Projects were also finalists for the Engineering Large Firm of the Year Award and Engineering Firm of the Year Award, respectively.

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Holding a Board of Directors Meeting in Nigeria

How many members may call for a Board meeting (“the meeting”)?

Section 263 (3) of the Companies and Allied Matters Act (“the CAMA”) provides that;

“A director may, and the secretary on the requisition of a director shall at anytime summon a meeting of the directors”

Except the Articles of Association of the Company stipulates otherwise, the following persons may call for the meeting;

  • (a) Any of the Company’s Directors; or
  • (b) The Company’s Secretary upon the requisition of any of the Company’s Directors.

What is the period between dispatch of the invitation notice of meeting and the meeting?

Section 266 (2) and (3) of the CAMA provides that;

  • “(2) There shall be given 14 days notice in writing to all directors entitled to receive notice otherwise provided in the articles.
  • (3) Failure to give notice in accordance to subsection (2) of this section shall invalidate the meeting”

Consequently, the meeting shall be held 14 clear days’ after dispatch of the notice for the meeting, failing which the meeting shall be invalid.

Who should sign the invitation notice of the meeting?

Further to the provisions of Section 263 (3) of the CAMA, the following persons may sign an invitation notice for the meeting;

  • (a) The Director who summons the meeting; or
  • (b) The Company’s Secretary who summons the meeting upon the requisition of a Director.

Where should the meeting hold?

Section 266 (4) of the CAMA provides that;

“Unless the articles otherwise provide, it shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Nigeria, provided that if he has given an address in Nigeria, the notice shall be sent to such address”

Since the provisions of Section 266 (4) of the CAMA provides for notice to be given only to Directors in their Nigerian address, the CAMA envisages that the meeting shall be held in any State or location in Nigeria.

Though it is the practice for Nigerian Companies to hold their Board meetings at the registered address of the Company, there is no provision of the CAMA which is against holding a Board meeting at an address in Nigeria other than the registered address of the Company.

Who should attend the meeting?

In practice, the following persons shall attend the meeting;

  • (a) The Company’s Directors;
  • (b) The Company Secretary in order to take minutes and guide the Chairman of the Board on the proceedings;
  • (c) The Chief Financial Officer to present the financial statement of the company;
  • (d) Senior officers of the Company who contribute to the running and growth of the Company;
  • (e) Any other person whose submission is important to the agenda of the meeting.

Who should be notified of the meeting?

It is compulsory to send a notice of the meeting to all the Directors failing which the meeting shall be invalidated. Once notice of the meeting is sent to all the Directors, the Director or Secretary who summons the Board meeting has discharged his responsibility under the provisions of the CAMA.

The Directors present in the meeting, may proceed to deliberate on the agenda and pass resolutions to bind the Board in the absence of some Directors, provided that the quorum stipulated in the Company’s Articles of Association has been met.

It is important to send notice of the meeting to other persons and officers of the Company whose contribution is necessary for successful deliberation in the meeting.

What are other legal and practical details for the meeting?

(a) Board Pack

The notice of the meeting is usually accompanied by a Board Pack containing the agenda of the meeting, minutes of the previous meeting, management and committee reports, financial reports, proposals and other documents which are to be discussed at the meeting. The Board Pack should be sent alongside the notice to enable the Directors and other persons invited to the meeting to adequately prepare for the meeting.

(b) Service of notice

The invitation notice shall be sent to the Directors and other persons scheduled for the Board meeting, personally or by registered post.

(c) Quorum

Section 264 (1) of the CAMA provides that;

“Unless the articles other provide, the quorum necessary for the transaction of the business of directors shall be 2 where there are not more than 6 directors, but where there are more than 6 directors, the quorum shall be one-third of the number of directors and where the number of the directors is not a multiple of three then the quorum shall be one-third to the nearest number”

This means that if the Directors of the Company are less than 6 Directors, the quorum for the meeting shall be 2 Directors. But if the Directors of the Company are more than 6 Directors, the quorum shall be one-third of that number.

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Oman – Mandatory Health Insurance is on its way

The Health insurance market embraces itself for another mandated health insurance law in the Sultanate of Oman. Residents in Oman will be required to have in place a minimum level of medical insurance coverage with minimum benefits pursuant to the prescribed provisions of Resolution No 34 of 2019 For the Issue of Unified Healthcare Insurance Policy Form, which was issued by the Capital Markets Authority (CMA) as at 24 March 2019 and is now in force (“the Law”).

The application of the Law is relevant to the employer market and the beneficiaries arising from those relationships including employer, employee and dependents.

The Law applies and has adopted a “Basic Benefits” and “Optional Benefits” coverage, standard form “Policy Schedule” for parties’ signature and a standard “Insurance Application” for pre contractual disclosure requirements.

Chapter One of the Law prescribes a “Unified Health Insurance Policy” (“the Policy”). Insured is defined as “natural or unnatural person responsible to pay the insurance premium” and Beneficiary has been defined as “employee or employee dependent to whom the Insurer performs the duties assigned by the provisions of this Policy”. Dependents have been defined to include employee’s legally wedded spouse, residing in Oman, children of the employee who under 21 years age and any other person who resides in Oman and is dependent on the employee. This may include the employee’s parents/other relatives based in Oman, house help or maid who is sponsored by the employee.

Insurer has been defined as “Insurance company licensed to practice health insurance business in the Sultanate” thereby clarifying that the Policy can’t be underwritten on non-admitted basis by foreign insurers, which provides welcome clarity to the market.

The Policy must be completed and submitted by the Insured as a legal obligation. The Law, as currently prescribed, addresses application, coverage, mandatory minimum benefits and claims management.

Chapter Two is of interest, as the preamble defines a wide interpretation of what shall constitute the contract of health insurance, which includes all basic information, details and common practices in healthcare insurance contracts etc. Insurers will need to take care with their pre-contractual documents, as these could for all intents and purposes unintentionally constitute the contract of insurance. Chapter Two further sets out the general terms and conditions, places obligations on the insured to disclose correct and accurate information. The Code of Conduct for Insurance Business issued by the CMA requires insurers to inform insureds of their duty to disclose relevant information. Omani Law therefore applies the duty of utmost good faith (uberrimae fidei). Chapter Two also prescribes the excluded conditions from the coverage under the Policy.

The overall combined limit under the Policy is OR 4,500 in terms of financial spend so surprisingly much lower that the UAE and KSA mandated schemes. Inpatient treatment limits for the policy year is capped at OMR 3,000 and includes usual basic cover, i.e. admission in hospital or daycare, cost of treatment, room cost, consultant fees, diagnosis and test, medicine, ambulance cost and companion cost, also including the cost for pre-existing and chronic conditions for in-patient treatment, while the latter is excluded for out-patient treatment.

Hospital admission under the Policy must be in a joint room and is limited to 30 days at each instance, whereas the ambulance cover is limited at OR 100 each trip. Outpatient treatment is limited to OR 500 for each policy year and the cover is limited to consultancy fees, diagnosis and tests, pharmacy fees and lab fee. Additionally, the Policy includes the cost of repatriating a deceased beneficiary to their country of origin, for which a limit of OR 1000 has been allocated.

Any departure from the basic benefits is not permitted unless agreed as a Schedule to the Policy and signed by both parties and should additional benefits be opted for by the insured, they must be set out in the Optional Benefit Schedule format provided in Appendix 3 to the Law.

The Law also sets out specific obligations on how it will be administered, some of which we set out below:

  • All Health Insurance Claim Management systems of the Providers must be compatible with the electronic claims system applicable in Oman;
  • Insurers will bear the cost of a medical Consultations only if there is prior referral from a licensed physician;
  • Providers must seek prior approval for all inpatient treatment and for all outpatient treatment where costs exceed OR 100, however in emergency cases treatment must start immediately;
  • For approvals, providers must upload all details in the online application and the insurer must respond within 30 minutes with a decision, failing which it will be deemed as approved;
  • Similarly, a Provider is also required to respond to any inquiries or observation by Insurer within 30 minutes of the inquiry/observation being made;
  • For all claims made outside the network, the Insured must make the claim within 120 days of the claim and insurer must compensate beneficiary within a period of 15 days of receiving documents in support of a claim; and
  • Whenever a claim is rejected by Insurer, the Insurer must provide to the Beneficiary, within 10 days of rejection a written statement highlighting the reasons for which the claim is rejected.

Appendix 4 to the Law sets out the mandatory basic minimum coverage under the Policy, which provides two options to the Insured based on which premium will be determined by the Insurer. While both options have the same coverage terms and limits, the first option provides for deductibles on certain categories and the second option does not require deductibles to be paid by the beneficiary. The deductibles on the first option are limited to outpatient treatment only and are set at 10% for medicine, subject to the limit of OR 5 per visit and 15% for consultancy fees, diagnosis and lab fee for providers within network (with a cap of OR 20 per visit) and at 30% for Providers outside the network (with no cap!).

While the Middle East insurance market is to a large extent geared up for the new mandated health insurance requirements in Oman based on previous experiences with the KSA and UAE markets, they should no doubt see the opportunities for top over coverage in Oman given that the minimum coverage is very basic in nature (i.e. no maternity coverage offered as a minimum benefit). Of interest, Oman has not applied licensing for third party claims administrators at present, which also presents opportunities in this market.

We anticipate many questions and clarifications around the Law both from insurers, reinsurers, intermediaries, third party administrator, clinical providers and others. BSA are well placed to provide support in this area with its expertise in health insurance laws and regulations and its Muscat law office.

If you would like to find out more information about BSA, please visit https://bsabh.com/