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Scope assigns BBB-(SF) to class A notes issued by ARAGORN NPL 2018 S.R.L.– Italian NPL ABS

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Scope assigns BBB-(SF) to class A notes issued by ARAGORN NPL 2018 S.R.L.– Italian NPL ABS

Scope Ratings has today assigned final ratings to the notes issued by ARAGORN NPL 2018 S.R.L., a static cash securitisation of a EUR 1,671m portfolio of Italian non-performing loans

The rating actions are as follows:

  • Class A (ISIN IT0005336992), EUR 509,524,000: assigned a final rating of BBB-SF
  • Class B (ISIN IT0005337008), EUR 66,822,000: assigned a final rating of BSF
  • Class J (ISIN IT0005337016), EUR 10,000,000: not rated

The transaction is a static cash securitisation of a EUR 1,671m Italian NPL portfolio, by gross book value (GBV), comprising both secured (75.4%) and unsecured (24.6%) loans. The loans were extended to companies (91.1%) and individuals (9.9%) and were originated by CreditoValtellinese (84.5%) and Credito Siciliano (15.5%) (jointly, Creval), two subsidiaries of the CreditoValtellinese Banking Group. The portfolio is concentrated because the 10 and 100 largest borrower exposures account for 8.2% and 39.4% of GBV, respectively. Secured loans are backed by residential (43.4% of indexed property valuations) and non-residential (56.6%) properties that are highly concentrated in the Italian region of Lombardy (46.6%). The issuer acquired the portfolio at the closing date, 12 June 2018, but is entitled to all portfolio collections received since 31 December 2017 (the portfolio cut-off date).

Asset information reflects aggregation by loans.

The structure comprises three classes of notes with fully sequential principal amortisation: senior class A, mezzanine class B, and junior class J. The class B interest margin ranks senior to class A principal at closing but will be deferred if special servicer performance triggers are breached, while the index component always ranks junior to class A principal. Class J principal and interest are subordinated to the repayment of the rated notes.

Rating rationale

The ratings are mainly driven by recovery amounts and timing from the NPL portfolio, which was acquired by the issuer at a 64.9% discount relative to the portfolio’s GBV. Scope’s recovery and timing assumptions incorporate a positive assessment of the special servicers’ capabilities and incentives, as well as the economic outlook for Italy. The ratings are supported by the structural protection provided to the notes, the absence of equity leakage provisions, liquidity protection, and interest rate hedging agreements.

The ratings also address exposures to the key transaction counterparties: Cerved Credit Management (CCM), first special servicer; CreditoFondiario (CF), second special servicer and master servicer; Cerved Master Services, back-up servicer; Citibank as noteholders’ representative, account bank, cash manager and paying agent; Intesa Sanpaolo, interim collections account bank; Securitisation Services, monitoring agent; and Société Générale as interest rate cap provider. Scope has incorporated counterparty replacement triggers that rely on Scope’s ratings of Intesa and Société Général, as well as publicly available ratings on Citibank.

Scope applied a specific analysis on secured and unsecured exposures. For secured exposures, collections were mostly based on up-to-date property appraisal values which were stressed to account for liquidity and market value risks, while recovery timing assumptions were derived using line-by-line asset information detailing the type of legal proceeding, the court issuing the proceeding, and the stage of the proceeding at the cut-off date. For unsecured exposures, Scope used historical line-by-line recovery data on defaulted loans between 2003 and 2017 and calibrated recoveries, taking into account the fact that unsecured borrowers were classified as defaulted for an average of 3.2 years as of closing.

Key rating drivers

Portfolio servicing (positive): Two independent servicers limit the transaction’s sensitivity to servicer disruption. The performance fee structure reasonably aligns incentives between the servicers and the investors. In the event of a servicer disruption, the monitoring agent will assist the issuer in finding a suitable replacement.

Asset location (positive): 58.4% of loan collateral and 62.7% of unsecured borrowers are located in northern Italy, in particular Lombardy. These regions benefit from the most dynamic economic conditions and, in general, the most efficient tribunals in the country.

Tight performance triggers (positive): The senior noteholders are protected by relatively tight performance triggers. If the special servicers do not meet at least 90% of the business plan collections schedule (or at least 100% during the first two payment dates), class B interest payments will be deferred below class A principal.

Liquidity protection (positive): A cash reserve representing 5% of the outstanding class A notes balance protects the liquidity of senior noteholders, covering senior expenses and interest on class A notes for about four payment dates as of closing.

Interest rate cap (positive): An interest rate cap, with a strike equal to 0% at closing and 0.1% as of June 2022, strongly mitigates the risk of increased liabilities on the notes in the event of a rise in Euribor levels. Scope expects the notes to amortise at an equal or faster pace than the scheduled notional amount defined in the cap agreement, leaving no portion of the outstanding notes unhedged.

Real estate recovery (positive): Scope expects a gradual recovery of the Italian real estate market to continue, considering the current cycle.

High portion of loans with no proceedings or in bankruptcy proceedings (negative): Almost 60% of the portfolio’s GBV corresponds to loans with no ongoing proceedings. Compared with non-bankruptcy proceedings, bankruptcies typically result in lower recoveries and take longer to be resolved. About 23% of the loans are already in bankruptcy proceedings.

Seasoned unsecured portfolio (negative): The weighted average time since default is approximately 3.2 years for the unsecured portion. Most unsecured recoveries are realized in the first years after a default according to historical data.

Concentrated portfolio (negative): The top 10 and top 100 debtor exposures account for 8.2% and 39.4% of the portfolio’s GBV respectively.

Mezzanine notes tranche thinness (negative): The class B notes are very sensitive to changes in the underlying asset assumptions, because the size of the tranche is very thin relative to the size of the portfolio (4% of GBV). This implies that a small decrease or delay in portfolio collections may lead to significant mezzanine noteholder losses.

Collateral liquidity risk (negative): Fire-sale discount assumptions constitute the primary source of portfolio performance stresses.

Positive rating-change drivers

Servicer recovery timing outperformance: Consistent servicer outperformance in terms of recovery timing could positively impact the ratings. Portfolio collections will be completed over a weighted average period of 5.3 years, according to the servicers’ business plan. This is about 12 months faster than Scope’s expected recovery timing assumptions derived from public data, and about 24 months faster than the recovery timing vector applied for the analysis of the class A notes (Scope expects recent legal reforms to have a positive impact on court performance and has applied a limited stress on recovery timing assumptions).

Negative rating-change drivers

Sluggish real estate recovery: A slower-than-expected recovery, or an unexpected market downturn, could negatively impact the ratings.

Collateral appraisal values: NPL collateral appraisals are more uncertain than standard appraisals because repossessed assets are more likely to deteriorate in value. A systematic upward bias of collateral appraisal values beyond the liquidity stresses captured by Scope in its analysis could result in a rating downgrade.

Legal costs: An increase in legal expenses could negatively affect the ratings. Scope has given credit to the legal expenses for collections detailed in the servicer business plan, which average about 7% of gross collections.

Quantitative analysis and key assumptions

Scope performed a cash flow analysis which considers the structural features of the transaction in order to calculate the expected loss and weighted average life for each tranche. As the first step, Scope analysed the assets to produce a rating-conditional cash flow projection of gross recoveries for the portfolio of defaulted loans.

For the analysis of the class A notes, Scope assumed a gross recovery rate of 41.9% over a weighted average life of 7.4 years. By portfolio segment, Scope assumed a gross recovery rate of 49.9% and 17.2% for the secured and unsecured portfolios, respectively. For the analysis of the class A notes, Scope has applied an average fire-sale discount of 27.2% to security valuations, which reflect liquidity or marketability risks, as well as moderate property price decline stresses (4.8% on average), which reflect our view of limited downside market volatility risk.

For the analysis of the class B notes, Scope assumed a gross recovery rate of 48.4% over a weighted average life of 6.4 years. By portfolio segment, Scope assumed a gross recovery rate of 57.7% and 20.1% for the secured and unsecured portfolios, respectively.

Scope captured idiosyncratic risk by applying rating-conditional recovery rate haircuts to the 10 largest borrowers, ranging from 0% for the analysis of the class B notes to 8.3% for the analysis of the class A notes.

Scope has assumed that 55% of the loans with no ongoing procedures will fall under bankruptcy.

Stress testing

Stress testing was performed by applying rating-adjusted recovery rate assumptions.

Cash flow analysis

Scope analysed the cash flow vectors from the assets and took into account the transaction’s main structural features, such as the notes priorities of payments, notes size, the coupon on the notes, hedging, senior costs, as well as fixed- and collections-based servicing fees. The outcome of the analysis produces an expected loss and an expected weighted average life for the notes.

Rating sensitivity

Scope tested the resilience of the ratings against deviations from expected recovery rates and recovery timing. This analysis has the sole purpose of illustrating the sensitivity of the ratings to input assumptions and is not indicative of expected or likely scenarios.

Scope tested the sensitivity of the analysis to deviations from the main input assumptions: i) recovery-rate level; and ii) recovery timing.

The following shows how the results for class A change compared to the assigned credit rating in the event of:

  • a decrease in secured and unsecured recovery rates by 10%: 3 notches; and
  • an increase in the recovery lag of two years, negative: 2 notches

The following shows how the results for class B change compared to the assigned credit rating in the event of:

  • a decrease in secured and unsecured recovery rates by 5%: 3 notches; and
  • an increase in the recovery lag of one year: 2 notches

Methodology

The methodologies applied for this rating is the General Structured Finance Methodology, dated August 2017. Scope also applied the principles contained in the ‘Methodology for Counterparty Risk in Structured Finance’ dated August 2017. All documents are available on www.scoperatings.com.More detail regarding the approach applied can be found in the Quantitative analysis and key assumptions section above.

Scope analysts are available to discuss all the details of the rating analysis and the risks to which this transaction is exposed.

Solicitation, key sources and quality of information

The rated entity and/or its agents participated / did not participate in the rating process.

The following substantially material sources of information were used to prepare the credit rating: public domain, the rated entity, the rated entities’ agents, third parties and Scope internal sources.

Scope considers the quality of information available to Scope on the rated entity or instrument to be satisfactory. The information and data supporting Scope’s ratings originate from sources Scope considers to be reliable and accurate. Scope does not, however, independently verify the reliability and accuracy of the information and data.

Scope Ratings GmbH has relied on a third-party asset audit. The external asset audit has a neutral impact on the credit rating.

Prior to the issuance of the rating, the rated entity was given the opportunity to review the rating and the principal grounds on which it is based. Following that review, the rating was not amended before being issued.

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Return to Work Doesn’t Mean Business as Usual When it Comes to Travel and Expense

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Return to Work Doesn’t Mean Business as Usual When it Comes to Travel and Expense 1

By Rob Harrison, MD UK & Ireland, SAP Concur

The last few months have been an exercise in adaptability for businesses across the UK. With the sudden mandate to work from home, company processes that were ingrained in employees’ day-to-day routines were either put on hold or turned upside down. The new office normal now includes virtual meetings, conversing through instant messaging instead of in the hallway, and the redefining of “business casual” attire.

Many of the processes that have undergone changes fall into the category of travel and expense. With most business travel on hold and the nature of expenses changing, finance managers have had to adjust policies and practices to accommodate the new world of work. Recent SAP Concur research found that 72% of businesses have seen changes in the levels and types of expenses submitted, but only 24% have changed their policies to support this. Examples of travel and expense related changes that were made at the beginning of work from home mandates include:

  • A halt to business travel and its associated expenses.
  • Temporarily ending expensed meals for business lunches, dinners, or in-office meetings.
  • Increase in office expenses like monitors and chairs as employees furnish their home offices.
  • New expenses to consider like Internet and cell phone bills for employees who must work from home.

Now, as companies begin thinking about return to work plans, finance managers are discovering it’s not simply business as usual again. SAP Concur research found that many expect finance will return to normal quicker than general workplace practices, but vast majority see the process taking up to 12 months. New policies and processes need to be put in place to accommodate travel restrictions and changes in expenses. While finance managers need to stay flexible as the business environment continues to evolve, spend control and compliance should still be a high priority.

Here are a few questions that can help finance managers prepare for return to work while keeping control and compliance top of mind:

  • What will travel look like for the company? Finance managers must work with travel and HR counterparts to determine the need for employee travel, if at all, and how to keep employees safe. At SAP Concur, we surveyed 500 UK business travellers and found that health and safety is now seen as more than twice as important than their business goals being met on trips (34% versus 16%. Clear guidelines should be developed, even if they are temporary or evolving, so it’s clear who can travel, when they can travel, and how they can travel. Duty of care plans should also be re-evaluated and businesses should ensure they know at all times where employees are traveling for business and how they can communicate with them in the event of an emergency.
  • Who needs to approve travel and expenses? While it may be temporary, businesses may have to implement a more stringent approval policy for travel and other expenses. Due to health concerns related to travel and the need to conserve cash flow, business leaders like CFOs may want to have final approval over all travel and expenses until the situation stabilises. To help ensure new approval processes don’t cause delays and inefficiencies, finance managers should implement an automated solution that streamlines the process and allows business leaders to review and approve travel requests, expenses, and invoices right from their phones. According to SAP Concur research, 11% of UK businesses implemented some automation of financial processes in response to COVID-19. This is definitely set to increase post-pandemic.
  • Rob Harrison

    Rob Harrison

    What types of expenses are within policy? Prior to social distancing, employees may have been allowed to take clients out to dinner. In-person team meetings held during the lunch hour, may have included expensed lunches. As employees return to work, finance managers need to determine if these activities and expenses will be allowed again. Clear guidelines must be put in place and expense policies need to be updated to reflect any changes.

  • What happens to home office items that were purchased? While new office equipment may have been purchased for employees’ home offices, they remain the business’s property and what to do with them as employees return to work needs to be determined. Perhaps employees will continue to work from home a few days a week and need to keep the equipment to ensure productivity. However, if a full return to work is expected, finance managers have options that can maximise their asset investment and possibly save the company money, like replacing old office equipment with the new purchases, reselling to a used office furniture company, or donating to a non-profit.
  • How can cost control be ensured? For many businesses, cash flow will be tight for the foreseeable future. Spend needs to be managed to help ensure recovery and stability. An important aspect of controlling costs is having full visibility of expenses throughout the company. Implementing an automated spend management solution that integrates expense and invoice management brings together a business’s spend, giving finance managers an understanding of where they can save, where to renegotiate, and where to redirect budgets based on plans and priorities.

Once finance managers have asked themselves the questions above and determined how they want to approach travel and expense procedures, it’s vital they create guidelines and communicate clearly to employees. Compliance can only be ensured if employees have a clear understanding of what has and has not changed with travel and expense policies and what’s expected as they return to work.

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Spotting the warning signs – minimising the risk of post-Covid corporate scandals

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Spotting the warning signs – minimising the risk of post-Covid corporate scandals 2

By Professor Guido Palazzo is Academic Director at Executive Education HEC Lausanne.

A recent report from the Association of Certified Fraud Examiners (ACFE) found that almost seven out of 10 anti-fraud professionals have experienced or observed an increase in fraud levels during the Covid pandemic, with a-quarter saying this increase has been significant. Almost all of those questioned (93%) said they expected an increase in fraud over the next 12 months and nearly three-quarters said that preventing, detecting, and investigating fraud has become significantly more difficult.

For corporations, banks and financial directors, this is a clear warning signal of new risks ahead. Indeed, it’s not difficult to predict that the birth of next big corporate scandal will be traced back to this period. As the ACFE put it, the pandemic is “a perfect storm for fraud. Pressures motivating employee fraud are high at the same time that defenses intended to safeguard against fraud have been weakened.”

If we want to stop corporate misconduct, where should we be focusing our efforts? What should we do to minimise the chances of corporate scandals, fraud and unethical decision-making? Compliance and risk management are obviously critical in detecting fraud, but given that corporate scandals keep happening, perhaps it’s time to ask ourselves whether we need to take a different, more holistic approach to combat unethical behaviour.

Bad Apples or Toxic Cultures?

Most compliance is based on the premise that we need to keep bad people in check and to root out the ‘bad apples’ who usually get blamed when there’s a corporate scandal. When the scandal breaks, we all ask, “how was that possible? What were they thinking?” And we also tell ourselves that we could never behave like that and that it could never happen in our organisation – it’s not our problem.

But are those who succumb to this temptation really ‘bad apples’ or rather people like you and I? Most models of (un)ethical decision-making assume that people make rational choices and are able to evaluate their decisions from a moral point of view. However, if you made a list of the character traits of a rule breaker in an organisation and then compared it to a list of your own, you might be surprised to find a lot of overlap.

When we examine corporate scandals, what we invariably see is good people doing bad things in highly stressful circumstances. If you put sufficient pressure on an individual and they start making ill-advised decisions or behaving unethically, the first reaction is fear as they realise what they are doing is wrong. But then they will start to rationalise their actions to justify what they are doing. Over time, such behaviour becomes normalised and they convince themselves that there is no wrongdoing involved. That’s something that my HEC Lausanne colleagues, Franciska Krings and Ulrich Hoffrage, and I have termed ‘ethical blindness’, and it is a phenomenon that plays a fundamental role in systematic organisational wrongdoing.

Professor Guido Palazzo

Professor Guido Palazzo

The trouble with conventional technical and regulatory compliance strategies is that while policies, codes of conduct and formal processes are all very necessary, they don’t take into consideration the importance of leadership behaviour or human psychology.   We can’t pre-empt those who succumb to the temptation to do bad things in difficult circumstances unless we understand why they behave in the way they do. If we simply attribute problems to the psychological failings of ‘bad apples’ while ignoring the context, culture and leadership style which made their wrongdoing possible, then the barrel will still be contagious.

So what can be done to reduce the chances of new corporate scandals emerging in these challenging times? One take-away from previous scandals is the learning how to read the warning signals. This entails a deep understanding the psychological and emotional factors behind human risk, which surprisingly is not included in most compliance and ethics training. These small signals viewed in isolation may seem insignificant, but over time they can combine to create a dysfunctional context and culture where it can be all too easy for people to slip into the dark side.

Develop a Speak Up Culture

One of the most potent antidotes to that sort of dysfunction and the ethical blindness it encourages is a culture in which individuals at all levels feel able to speak up to their superiors about problems and ethical issues without fear of retaliation. But that will only happen if their own bosses are prepared to speak up and the tone for this must be set at the top. So, the critical question every executive needs to ask themselves is, “do I speak up?” Then they need to reflect on whether people come to them and speak up freely without fear of the consequences. That’s an approach to compliance that offers real protection against the onset of ethical blindness in a way that no conventional strategy can match.

This understanding of human risk element also elevates compliance to a leadership topic with all kinds of positive implications beyond compliance.  Whilst on the one hand, this approach helps to boost the status of the compliance and risk function, my experience of working with senior executives is that when they start to understand the psychological elements of the dark side, it shines a light on their own behaviour. One thing they realise is that, yes, it perhaps could have been them doing those things in one of those scandals. The other is understanding that their leadership style can unwittingly creating the context for unethical behaviour.

That’s one reason I invited two former senior executives who were involved in corporate scandals to share their first-hand experience as teachers on our new certificate in ethics and compliance. Andy Fastow is the former CFO of Enron and Richard Bistrong is a former sales executive involved in an international bribery scandal. Amongst other things, the valuable insights of people like these can help others to understand how risks accumulate over time and how this can impact the integrity of an organisation. Their stories also highlight the temptation that people can face as a result of the tension between the pressure to succeed and the pressure to comply.

Traditionally, compliance training and development has been technical and regulatory – what are the rules, what are people allowed to do or not allowed to do, and how do we demonstrate to the authorities that we did everything possible to ensure that people understand the laws and regulations? But what’s becoming increasingly clear is that it’s time for a multi-disciplinary approach if we are to start redressing the balance between the legal dimension of risk management and the human element.

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Trust is a critical asset

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Trust is a critical asset 3

By Graham Staplehurst, Global Strategy Director, BrandZ, explains how it’s evolving.

Trust is what makes us return to the same brands, particularly during times of uncertainty and crisis.

Pampers is an instinctive choice for many parents. It’s the go-to global nappy brand whether they shop online or in-store. By our reckoning, it’s also the world’s most trusted brand, driven primarily through its perceived superiority over competitors, which it has honed through a relentless focus on technological improvements that make its products the best in the category.

BrandZ has been tracking Trust since 1998 because it’s a critical ingredient in delivering both reassurance and simplifying brand choice, thereby boosting brand value. It’s also become extra critical in delivering business performance at a time when consumers are uncertain and often anxious.

Even brands that haven’t been available during Covid-19 lockdowns, brands that are already trusted, have found that they are more reassuring to consumers when they start returning to market with new safety measures such as protecting staff, which will be seen as evidence that the brand will take similar steps to protect customers.

With a growing demand from consumers for more responsible corporate behaviour, this in turn amplifies the need for brands to make a positive difference.

Alongside Pampers, other brands in this year’s BrandZ Top 100 Most Valuable Brands ranking that have strengthened their trust and responsibility credentials include the Indian bank HDFC, which has supported customer initiatives across its consumer and business banking and life insurance operations – with innovations such as mobile ATMs, and DHL, which has proven itself even more essential as a delivery service during the COVID-19 outbreak.

New brands too have managed to grow Trust relatively rapidly. Second in the Top 10 most trusted brands was Chinese lifestyle brand Meituan with a trust score of 130. This delivery and online ordering brand, which was launched just over a decade ago, has clearly demonstrated its understanding of what consumers want and developed a strong reputation for customer care.

Then there’s streaming service Netflix – founded in 1997 but which only became a streaming service in 2007 – which scored 127 and was the fifth most trusted brand in our ranking. Netflix has created a strong association with being open and honest compared to other ‘content’ platforms, despite the fact that it uses customer’s personal data to suggest future viewing options.

Top 10 Most Trusted Brands in the BrandZ Top 100 Ranking 2020

Position Brand Category Trust Score (Average is 100) Position in Top 100 ranking
1 Pampers Baby Care 136  70
2 Meituan Lifestyle Platform 130  54
3 China Mobile Telecom Providers 129  36
4 Visa Payments 128  5
5 Netflix Entertainment 127  26
6 LIC Insurance 125  75
7 FedEx Logistics 124  88
8 Microsoft Technology 124  3
9 BCA Regional Banks 124  90
10 UPS Logistics 124  20

What defines trust?

The nature of trust is evolving with ‘responsibility’ to consumers forming an increasingly large proportion of what builds perceptions of trust.  This amplifies the need for brands in all categories to act as a positive force in the world.

Traditionally, consumers trusted well-established brands based on two factors:

  • Proven expertise, the knowledge that the brand will deliver on its brand promise, reliably and consistently over time.
  • Corporate responsibility, which is about the business behind the brand. Does it show concern over the environment, its employees, and so on?

In recent years, the latter factor has become increasingly important. It is now three times more important to corporate reputation than 10 years ago and accounts for 40% of reputation overall, with environmental and social responsibility the most important component, alongside employee responsibility and the supply chain.

Companies such as Toyota, with its emphasis on sustainability, Nike, with its campaigns around social responsibility, and FedEx focusing on employee responsibility, highlight the fact that responsibility is high on the agenda for many brands in the BrandZ Global Top 100 Most Valuable Brands, which has been tracking rises and falls in brand value via a mix of millions of consumer interviews and financial performance data since 2006.

Such actions explain why trust in the Top 100 brands has been increasing not declining, filling the gap as trust declines in other institutions like government and the media. This is being driven largely by consumer concerns over the bigger issues including sustainability and climate change that society faces today.

One of the challenges that we face in assessing trust is understanding how and why consumers will trust brands they hardly know or have never used? Why do we trust Uber the first time if we’ve never used the platform before, or Airbnb the first time we rent an apartment or holiday accommodation?

The answer is that there are three elements that build trust and confidence when a brand is new to a market. These are:

  • Identifying with the needs and values of consumers
  • Operating with integrity and honesty
  • Inclusivity, i.e. treating every type of consumer equally.

New brands that can develop these associations not only build trust rapidly and more strongly but also tend to outperform their competitors in growing their brand value.

As a result of this new understanding we have added an additional pillar to our previous understanding of Trust builders. Alongside proven expertise and corporate responsibility, we have a new quality of ‘inspiring expectation’ driven by our three key factors of identification, integrity and inclusivity.

Airbnb, for example, has long had promoted a platform of inclusivity for both renters and users of properties on the platform, helping it to build an overall Consumer Trust Index of up to 105 – and 110+ on the specific dimension of Inclusivity.

Flying Fish in South Africa is a premium flavoured beer that has gone from a launch in October 2013 to being the second-most drunk brand in the country, with trust equal to the vastly more established Castle and Carling brands.  It has appealed to a new generation of beer drinkers with strong integrity and inclusion, using a playful mix of young men and women in its messaging to portray South Africa’s multicultural society.

Brands have a unique opportunity to earn valuable trust and create change, providing this is seen to be genuine. Being sincere, empathetic and ensuring your brand remains consistent with its core values will ensure your corporate reputation is not compromised.

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