1 Community Shares Practitioner Training and Licensing January 2016
2 Contents Introduction... 4 Becoming a licensed practitioner... 4 Other materials... 5 Skills Specification... 6 Functional analysis... 6 Sector specific competencies... 7 Key Competencies... 7 Accountability of licenced practitioners Client Case Study Assignment Instructions Client Case Study You and the client group The business plan and business model Community engagement Governance structure and rules The share offer Outcomes Client Profile The society Your support Type of support provided Share offer outcome Appendix Flowchart to outline training and licensing process This manual has been prepared and published by the Community Shares Unit to aid participants and prospective applicants on the Community Shares Practitioner Training and Licensing Programme v.1.1 2
4 Community Shares Practitioner Training and Licensing Programme The Community Shares Unit (CSU) has introduced a licence for community shares practitioners that authorises them to award the Community Shares Standard Mark on behalf of the CSU. The Mark is awarded to community share offers that meet the CSU s standards of good practice as set out in the Community Shares Handbook. Licensed practitioners undergo training and assessment as Standard Mark reviewers, and are required to adopt ethical principles and a code of practice, enclosed within the Standard Mark Information Pack. Licensed practitioners may be commissioned to review the share offer of a society, using review templates and methodologies developed by the CSU. The CSU is responsible for vetting the Standard Mark reviews made by licensed practitioners. It does this using a variety of techniques, including routine monitoring of awards, spot checks, peer review comparisons of share offers and by giving the public the right to make queries and complaints about share offers bearing the Mark. The CSU retains the right to remove the Mark from offers that do not meet its standards, subject to a negotiated review of the offer. It also retains the right to remove the licence of practitioners who breach the following ethical principles and code of practice. Becoming a licensed practitioner In order to become a licensed practitioner, the CSU has put in place the following approach. We will welcome feedback at all times to improve the licensing process. Practitioners apply to become a licensed practitioner through either the Experience or Training Route. To follow the Experience Route you must have already worked with a society making a community share offer, and be able to identify and describe the client support you provided. The Training Route requires you to attend five workshops, and to apply what you learn to a client society which is planning to make a community share offer. Regardless of which route you take, you will be assessed in the same way by completing the client case study assignment. This assignment focuses on the support you have provided to a client society making a share offer. It can be a historical case, or a live case. If registered through the Experience Route, the practitioner completes a case study assignment using a historical or live case. The first step is to complete a Standard Mark assessment for the offer, and to submit this to the CSU, along with all the relevant offer documentation. The offer will be independently assessed by the CSU and the two assessments will then be compared. The CSU will then identify a range of issues to be addressed in the case study of the offer. The purpose of the case study is to explain the practitioner s role in supporting the offer, and to demonstrate that the practitioner understands how the offer compares with current standards of good practice. The case study should incorporate reflections from the Standard Mark assessment of the offer. Those undertaking the Training Route will carry out this the case study assignment in tandem with the training workshops.
5 Via either route, if the assessment and case study assignment are completed satisfactorily, the practitioner is invited to sign this Code of Practice. If unsatisfactory, the practitioner is asked to revise and resubmit. If successful, the practitioner is internally deemed as 'probationary' and can offer Standard Mark assessments to their fee-paying clients. The practitioner details are also uploaded to the Practitioner Directory and the practitioner can externally refer to themselves as a licensed practitioner. The practitioner needs to complete three share offer reviews (including trial peer reviews) that have to be checked by the CSU in advance of the Standard Mark being offered to the society. The practitioner should take the role of lead reviewer in at least one of these reviews, which means liaising directly with the society. In the case of a live offer, once the practitioner has completed the review, they are to send all documents to the CSU who will also assess the offer and then compare to the practitioner's findings. The CSU will aim to provide their report on the review within one working week. If the practitioner review is satisfactory, they will be informed and then the practitioner will feed back to the society. If the practitioner review is unsatisfactory, they should amend and feed back to the society. Alternatively, the practitioner could request to use trial peer review examples from the CSU if they do not have live offers to work on. The (probationary) practitioner needs to have three satisfactory reviews, in which there is an agreed result with the CSU. Then they are deemed as 'fully' licensed. This means that they can issue the Standard Mark on behalf of the CSU without requiring advance sign-off from the CSU. The CSU will periodically spot-check Standard Mark assessments to ensure that practitioner standards remain high The practitioner must receive a signed Code of Practice for Societies before they award the Standard Mark and they must send a copy of this to the CSU. Once licensed, the practitioner should inform the CSU of all Standard Marks that they award. Other materials The manual brings together all the materials associated with training and licensing practitioners. In addition to this manual, practitioners should keep up-to-date with the following documents, which can be found on the community shares website: Community Shares Standard Mark Information Pack Community Shares Handbook
6 The skills specification will be used to determine the training needs and assessment route for licensing practitioners. Prospective practitioners will be able to demonstrate their experience in the application form. Functional analysis The skills specification is based on a functional analysis of the role of the community shares practitioner. It assumes that all such practitioners are competent business support providers, and are able to meet the National Occupational Standards for business advisers and/or social enterpriser advisers. Community shares practitioners undertake one or more of the following roles in a society: Board member: Working as a founder and/or director of a society planning to make a community share offer Adviser: Providing information, advice and support to board members on matters relating to the business model, community engagement, governance structure and/or offer document Developer: Acting as the principal author and architect of the business plan and/or offer document, responsible for devising the contents of these documents, but accountable to the board of directors Reviewer: Helping a society prepare for a community share offer by reviewing the principal documents, including the business plan, governing document, offer document and community engagement plan, using the Community Shares Standard Mark assessment framework. Developers and reviewers share the same competencies, but a practitioner cannot act as both the developer and reviewer for the same offer. Developers are responsible for compiling robust business plans, offer documents and community engagement plans. Reviewers are responsible for enabling societies to adopt good practice by independently reviewing and assessing the work of developers. All licensed practitioners are expected to become competent reviewers in addition to the other roles they may take on as board members, advisers or developers. Practitioners who act as developers can have these competencies verified through peer review, specifically arranging for a separate reviewer to undertake the Community Shares Standard Mark assessment. Underpinning each of these practitioner roles are four occupational competencies: 1. Develop and/or review the business model supporting a community share offer 2. Develop and/or review the community engagement strategy to support a community share offer 3. Review the organisational and governance structure of a society to ensure it is appropriate for a community share offer 4. Develop and/or review a community share offer document.
7 Sector specific competencies Practitioners will also benefit from having sector-specific trade competencies, knowledge and experience, when supporting societies in the development of their business model and business plan. The CSU currently recognises the following trade sectors as areas where societies are active in raising community shares capital. It is anticipated that other trade sectors will be added as the use of community shares becomes more widespread: Broadband Community land trusts and housing Energy and environment Community retail Pubs and brewing Fair trade Finance Food and farming Pubs and brewing Regeneration and development Social finance intermediaries Sports and leisure Creative and media Transport Social care Key Competencies These competencies identify what the practitioner must be able to do, know and understand. 1. Develop and/or review the business model underpinning a community share offer The long-term success of any community share offer is dependent on the ability of a society to honour the terms of its investment offer. This in turn is dependent upon the business model underpinning the investment plan. Community shares practitioners should act with due diligence in determining whether the business plan of a society is credible, viable, practical and sustainable. Specific trade sector competencies significantly enhance a practitioner s ability to analyse the business model of a society. Performance criteria: You must be able to: 1.1. Analyse whether the business activities of a society are consistent with its purpose and objectives 1.2. Determine whether the land, buildings or property identified for the business activity are suitable in terms of location, scale and proposed use 1.3. Assess whether the capital requirements of a society have been fully determined, taking into account its investment plans and needs 1.4. Review the fundraising plan of a society and identify the minimum, optimum and maximum amount it should raise from a community share offer 1.5. Evaluate the profit and loss forecasts of a society to determine whether it is a viable, profitable and sustainable enterprise 1.6. Determine whether the cashflow forecasts of a society are consistent with its working capital requirements 1.7. Review the projected balance sheets of a society to determine whether it is capable of honouring its commitments to profit distributions and share liquidity
8 1.8. Determine whether the projected returns for members conform to FCA policy and are consistent with good practice 1.9. Assess whether the operational plans of a society are capable of generating the forecast financial performance Evaluate the society s plans for acquiring or developing the trade competencies it needs to implement its operational plans Evaluate the market analysis underpinning the business model of the society Identify whether the society has established a social competitive advantage over its competitors Evaluate the society s risk assessment of its business plan and its approach to mitigating risk Review the financial performance record of the society in order to assess the impact of the investment plans on its future performance Review the valuation and due diligence work supporting the acquisition of an existing enterprise Knowledge and understanding: You need to know and understand the following: The similarities and differences between withdrawable shares and transferable shares and the reasons why transferable shares are not suitable for a community share offer The reasons why capital gains are not achievable with community shares, and the impact this has on investor motivation Analysis of financial statements and forecasts Principal features of investment tax relief schemes: Seed Enterprise Investment Scheme, Enterprise Investment Scheme and Social Investment Tax Relief Different types of capital finance, gearing ratios, lending terms, and cost of debt Risk analysis and contingency planning techniques Methods used by financial institutions to assess capital funding applications The following apply to a practitioner s trade specialism(s): The location and space requirements for specific trade activities Legal and regulatory requirements associated with the use of land, buildings and properties for specific trade activities Business valuation techniques and the treatment of goodwill, amortisation and depreciation
9 1.26. Business performance data for specified sector(s) including typical gross profit margins, operating costs, overheads, cashflow and working capital requirements Market trends, competitive environment and impact on pricing, product design, sales channels and promotional activities Legal and regulatory environment governing operations in the specified sector Operational processes and key factors determining productivity, including premises, equipment and technology, IT and management information systems, and staffing levels Key trade competencies required to operate in the specified sector 2. Develop and/or review a community engagement strategy to support a community share offer Community engagement in the vision and purpose of a society is another key determinant in the success of a community share offer. A society must know and understand its target audience, and have clear plans for engaging this audience in the work of the society. Performance criteria: You must be able to: 2.1. Review data defining a given community and the assumptions underpinning this definition 2.2. Assess the demographics of a given community in order to identify how consistent this is with the stakeholder assumptions underpinning the business model 2.3. Determine whether the product and services of a society are consistent with its stated purpose and objectives, and the demographics of its target market 2.4. Evaluate strategies for reaching and engaging target audiences and converting these audiences into supporters and members 2.5. Review plans for managing a multi-channel community share offer 2.6. Evaluate the member engagement strategies of an established society Knowledge and understanding: You need to know and understand the following: 2.7. The level of public understanding and awareness of the concepts of community enterprise, community investment, equity and share capital 2.8. Techniques for defining and measuring communities (geographic communities and communities of interest) 2.9. The effectiveness of different types of promotional activities in reaching and engaging audiences, including live events and activities, attracting media interest, and the use of social media
10 2.10. The legal and regulatory requirements covering electronic communications, data protection and privacy Different methods of selling community shares including crowdfunding platforms, a society s own website, postal applications and face-to-face sales Techniques for engaging members in the business and governance of a society, and the metrics for evaluating the performance of societies in engaging their members 3. Review and advise on the organisational and governance structure of a society to ensure it is appropriate for a community share offer Most new societies register using the model rules provided by a sponsoring body. The sponsoring body provides model rules and advises on any necessary changes or revisions to these rules. Practitioners should be able to assist communities in their choice of sponsoring body and model rules, and advise whether the organisational design and structure of the society is appropriate for a community share offer. This extends to societies planning to adopt more complex organisational structures that involve two or more legal entities. Performance criteria: You must be able to: 3.1. Determine whether the founders of a society understand the responsibilities associated with being a director and making a community share offer to the public 3.2. Support founders in deciding what type of society is most appropriate given their intended purpose and objectives, and in selecting a sponsoring body that offers appropriate model rules 3.3. Review the organisational structure of a society to determine whether it is consistent with the terms of its community share offer 3.4. Review the rules of a society to determine that they are consistent with the terms of its community share offer Knowledge and understanding: You need to know and understand the following: 3.5. The principle features of Co-operative and Community Benefit Societies Act The similarities and differences between the three principal types of society and the factors that determine the choice of society 3.7. Sponsoring bodies that provide model rules capable of issuing community shares 3.8. The different types of share capital a society can offer to its members 3.9. The legislative requirements for rules determining membership of a society and the liquidity of share capital Legislative requirements determining the types of asset lock available to societies
11 3.11. The scope for converting different types of corporate entity into a society The requirements and processes involved in obtaining exempt charity status The legal requirements associated with mergers, amalgamations and the transfer of undertakings Guidance on using capital raised through a community share offer to invest in other legal entities The legal requirements associated with the insolvency and dissolution of a society 4. Develop and review a community share offer document The offer of withdrawable share capital to the public is an unregulated activity. In the absence of regulation, the CSU provides guidance on good practice on community share offers, set out in the Community Shares Handbook. Performance criteria: You must be able to: 4.1. Determine what type of offer is appropriate for a society, and provide good practice guidance appropriate to that type of offer 4.2. Review the contents of an offer document, assessing whether its length and style is appropriate for its intended audience 4.3. Assess whether the offer document explains the purpose of the society and its investment plans 4.4. Evaluate whether the contents of the offer document are consistent with the contents of the business plan and governing document of the society 4.5. Analyse whether the fundraising targets for the share offer are realistic, achievable and consistent with the other fundraising plans of the society 4.6. Determine whether the capital requirements of the society have been adequately summarised in the offer document, and are consistent with the business plan 4.7. Assess whether the offer document explains what financial returns members may receive, including any tax relief on the investment 4.8. Assess whether the offer document provides basic information about the society, voting rights, membership eligibility, and the terms and conditions applying to shares 4.9. Determine whether the offer document provides a prominent unregulated risk warning Determine whether accurate information is provided about the management and governance of the society, highlighting any personal financial interests Review the share offer application form to ensure that it is simple, relevant and clear, offers a secure method of payment and guards against money laundering
12 4.12. Assess whether adequate provisions have been made for closing the offer according to the details set out in the offer document Knowledge and understanding: You need to know and understand the following: The definition of community shares and how this compares with other forms of share capital in a society The different types of share offer, and the appropriate conditions for making these types of offer How community shares relates to the Financial Services and Markets Act 2000 and related legislation, and how this should be represented in community share offer documents The principal features of investment tax relief schemes: Seed Enterprise Investment Scheme, Enterprise Investment Scheme and Social Investment Tax Relief Contemporary good practice guidance relating to: the transition from one type of share offer to another setting fundraising targets for share offers minimum and maximum investment by individual members the distribution of surpluses time-bound offers made by established societies raising capital to support the purchase of a going concern opening and closing time-bound share offers investing community share capital in other legal entities The sources of quantitative market data for community share offers in a selected trade sector, and the main practitioners active in this sector The legal and regulatory requirements covering electronic communications, and data protection and privacy, and how they relate to promoting community share offers Accountability of licenced practitioners Licensed practitioners issuing the Community Shares Standard Mark are accountable to the CSU for ensuring that they have fully assessed every aspect of a share offer before awarding the Standard Mark. Developers and reviewers can best serve the interests of societies and their members by working together as independent peer practitioners.
13 Instructions The purpose of this assignment is twofold: 1. To demonstrate that you can critically review a community share offer against current standards of good practice, as expressed in the Community Shares Handbook. 2. To provide evidence of a satisfactory client relationship as a community shares practitioner The share offer must be made by a client group you have worked with in one or more of the following capacities: board member, adviser, developer or reviewer. It can range from a historic case, where the share offer was made up to five years ago, to a much more recent case, where the share offer has been launched but not completed. However, in all instances, the business plan, offer document and governing document must have been completed to the satisfaction of the society s board, as evidenced by client feedback. The assignment involves submitting the following documents: Client case study (see template below) Client profile (see template below) The society s offer document, business plan and governing document Standard Mark assessment (completed by you) It is recommended that you complete the Standard Mark assessment before attempting to write the case study. Remember, when you complete the Standard Mark assessment you should use current standards of good practice, even if you are reviewing a historic case. The purpose of the assessment is to demonstrate your critical understanding of current standards, and it is quite likely that the share offer will not meet current standards if it was completed prior to August The final part of the assignment is to write a reflective case study of your work with the client. This should be written after you have done the Standard Mark review. The case study should tell the story of your work with the client, and how you endeavoured to promote good practice and practise the ethical principles of a community shares practitioner. It should draw on your Standard Mark review and explain why some aspects of the offer might not conform to current good practice. You should also highlight any aspects of the offer you think exemplify good practice or provide evidence that challenges current concepts of good practice. The case study should be written using the template provided, and is typically 2,000 to 3,000 words, although the case study will be assessed on content rather than length. Following the submission of all the above documents, the CSU will conduct its own Standard Mark review of the offer, before examining your Standard Mark review and case study. It will then share its review with you, highlighting any significant variances between your review and its own, and the extent to which you have anticipated and addressed these issues in your case study.
14 If the CSU is not satisfied with your assignment, it will identify the areas where it considers your work not to be satisfactory. You will then be invited to revise your case study, in order to address these matters. The CSU will use the client profile to obtain client feedback, to verify the contents of the client profile, and obtain independent feedback on the quality of your support. When the CSU is satisfied with your assignment, you will be invited to proceed to the second stage of the licensing procedure, which involves undertaking three Standard Mark reviews of a share offer developed by another practitioner.
15 1. You and the client group Describe the client group, outlining its origins and starting point. Describe the origins of your working relationship with the client group and your role(s) in providing support. Identify the development milestones you enabled the client group to achieve. Outline any other sources of development support the client group received and describe how your work related to these other sources of support. 2. The business plan and business model Critically review the business plan and business model, identifying any areas of concern, as well as highlighting any aspects you feel exemplify good practice. Explain how the principles of openness and proportionality might apply to the society s business plan. Identify any external constraints affecting the development of the business plan and model. 3. Community engagement Outline your involvement in helping the society establish a community engagement strategy to support its share offer. Review the community purpose of the offer, its target audience, the investment offer, and the reasons why you think the share offer may or may not be successful. 4. Governance structure and rules Explain the society s choice of model rules and any major revisions made to those rules. Reflect on the composition of the management committee and its competencies to manage the society s investment plans. 5. The share offer Analyse the extent to which the offer document conforms to current standards of good practice, and explain any significant variances. Describe your involvement in promoting the offer, and the practicalities of managing the offer. 6. Outcomes Reflect on the outcomes of the share offer. Analyse the reasons for these outcomes. With the benefit of hindsight what practical steps could have been taken to improve the outcome? What did you learn as a practitioner about providing community share support?
16 This profile is useful for CSU to understand the relationship that you have as a practitioner with the client and the nature of your support. 1. The society Name of society: Registered number: Month, year of registration: Contact person: Contact address: Trade sector: Region: Location (urban or rural): 2. Your support Were you working alone or as part of a team of practitioners?: If as part of team please name the organisation or other team members: Period of support (from/to, month/year): Approximate hours of support provided: Paid or unpaid: If paid, who paid for your support: 3. Type of support provided Use the table below to identify the type of support you provided Coverage Your role Business model and plan Community engagement Governance Offer document Board member
17 Adviser Developer Reviewer 4. Share offer outcome Date share offer launched: Date share offer closed: Number of members: Share capital raised through offer: Amount of other loan finance raised: Amount of grant finance raised: Amount of donations received:
18 Flowchart to outline training and licensing process